AMENDED AND RESTATED
SENSIENT TECHNOLOGIES CORPORATION
INCENTIVE COMPENSATION PLAN
FOR ELECTED CORPORATE OFFICERS
Amended and restated by the Board of
Directors as of January 1, 2005
The name of
this Plan is the Amended and Restated Sensient Technologies
Corporation Incentive Compensation Plan for Elected Corporate
Officers. The purpose of this Plan is to promote the interests of
the shareholders and to provide incentive to the Chairman, Chief
Executive Officer, President, Chief Operating Officer, Corporate
Vice Presidents, Secretary, Treasurer, Controller and Group
Presidents (“elected corporate officers”) of the
Company for contributions to the profitability of the Company. It
is separate and distinct from the other Company incentive plans
currently in effect. It is intended that Bonus Awards paid under
this Plan constitute “qualified performance-based
compensation” under Section 162(m) of the Internal Revenue
Code.
In this Plan,
the following terms used will have the following
definitions:
A. “
Board of Directors ” means the Board of Directors of
Sensient Technologies Corporation.
B. “
Bonus Award ” means an award paid pursuant to
Section VI of this Plan.
C. “
Code ” means the Internal Revenue Code of 1986, as
amended and in effect from time to time.
D. “
Committee ” means the committee provided for in
Section III.
E. “
Company ” means Sensient Technologies
Corporation.
F. “
Fiscal Year Salary ” of any Participant means the base
pay earned by such Participant during the relevant fiscal year of
the Company, exclusive of any incentive compensation or
supplemental payments by the Company.
G. “
Independent Auditors ” means, with respect to any
fiscal year, the independent public accountants appointed by the
Board of Directors to certify to the Board of Directors the
financial statements of the Company.
H. “
Participant ” means any elected corporate officer of
the Company.
I. “
Performance Goals ” means one or more of the following
criteria, as determined by the Committee: (i ) earnings per
share; (ii ) return on equity; (iii ) return on
invested capital; (iv ) return on assets; (v) revenue
growth; (vi ) earnings before interest, taxes, depreciation
and amortization; (vii ) earnings before interest, taxes and
amortization; (viii ) operating income; (ix ) pre- or
after-tax income; (x ) cash flow; (xi ) cash flow per
share; (xii ) net earnings; (xiii ) economic value
added (or an equivalent metric); (xiv ) share price
performance; (xv ) total shareholder return; (xvi )
improvement in or attainment of expense levels; (xvii )
improvement in or attainment of working capital levels;
(xviii ) debt reduction; or (xix ) strategic and
leadership goals (provided, however, that strategic and leadership
goals must be (a ) able to be objectively determined for
each participant such that an award based in whole or part on
strategic and leadership goals would not fail to qualify as
“qualified performance based compensation” under Treas.
Reg. 1.162-27(e) promulgated under Section 162(m) of the Code, or
(b ) such goals are used solely by the Committee for the
purposes of exercising its negative discretion pursuant to Section
VI.B. hereof).
J. “
Plan ” means this Amended and Restated Sensient
Technologies Corporation Incentive Compensation Plan for Elected
Corporate Officers.
K. “
Regulations ” means the final, temporary and/or
proposed Treasury Regulations promulgated under Section 162(m) of
the Code and any other rulings or interpretative pronouncements
promulgated by the Internal Revenue Service with respect to Section
162(m) of the Code, as in effect from time to time.
A. The
Board of Directors has appointed and shall continue to appoint and
keep in existence a Compensation and Development Committee composed
of at least three members of the Company’s Board of
Directors, each of whom constitutes an “outside
director” within the meaning of Section 162(m) of the Code
and the Regulations. This Committee shall be known as the
“Committee” and shall have full power and authority to
interpret and administer the Plan in accordance with its terms
(provided that, except as provided in Sections V.B. and VI.B.
hereof, the Committee shall have no authority or discretion to
establish the amount of any Bonus Award in any amount other than
the “Planned Amount” (as hereinafter defined)).
Determinations, interpretations or other actions made or taken by
the Committee pursuant to the provisions hereof shall be final,
binding and conclusive for all purposes and upon all persons. The
Committee’s decisions need not be uniform and may be made
selectively among Participants, whether or not they are similarly
situated .
B. The
Board of Directors may, from time to time, remove members from the
Committee or add members thereto, and vacancies on the Committee,
however caused, shall be filled by action of the Board of
Directors; provided, that no person shall be appointed to the
Committee who does not qualify as an “outside director”
(as defined in the preceding paragraph A).
IV.
ESTABLISHMENT OF PERFORMANCE GOALS
A. Not
later than the 90 th day of each fiscal year of the Company, the
Committee shall establish and adopt Performance Goals for such
fiscal year. Such Performance Goals shall include: (a) a
percent of Fiscal Year Salary that may be paid to a Participant as
a Bonus Award under this Plan and (b) the amount of such
percent of Fiscal Year Salary that is to be paid to a Participant
as a Bonus Award under this Plan based on the relative or
comparative achievement of the Performance Goals.
B. Following the 90
th day of each fiscal year of the Company, the
Performance Goals that have been established for the applicable
fiscal year in accordance with the foregoing paragraph shall not be
subject to modification or adjustment for any reason, except
certain extraordinary events, as described in
Paragraph VI.A.
V. PLAN
PARTICIPATION; PARTIAL YEAR PARTICIPATION
A. Subject
to Section VI.E. below, the persons entitled to participate in
this Plan for any fiscal year of the Company are those persons who,
at any time during such fiscal year, held a position as an elected
corporate officer of the Company.
B. If any
person serves as an elected corporate officer, and therefore is
eligible to be a Participant, for less than 100% of any fiscal
year, then any Bonus Award otherwise payable to such person
hereunder for such fiscal year shall nonetheless be payable in full
(subject to Section VI.E. below), unless the Committee in its
discretion determines that the amount of such Bonus Award should be
reduced to reflect such officer’s service for less than the
entire fiscal year, in which event the Bonus Award payable to such
Participant shall be reduced to the extent so determined by the
Committee. The amount of such reduction shall not be subject to the
limitations on discretionary reductions imposed under
Section VI.B. below.
VI.
DETERMINATION AND PAYMENT OF BONUS AWARDS
A. Subject
to the following sentence of thi
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