SENSIENT TECHNOLOGIES
CORPORATION
DIRECTORS’ DEFERRED COMPENSATION PLAN
As Amended and Restated January 1, 2005
The Sensient
Technologies Corporation (the “Company”) established
the Directors’ Deferred Compensation Plan (the
“Plan”) effective February 1, 1984 to provide
members of the Company’s Board of Directors (the
“Board”) with the ability to defer receipt of
compensation for services on the Board until after they resign or
retire from the Board. On November 11, 1999, subject to
shareholder approval, the Board adopted an Amended and Restated
Plan, which provided that only directors who are entitled to
compensation from the Company for services as a Board member or any
committee are eligible to participate in the Plan. Effective as of
January 1, 2005, the Plan was again amended and restated to
comply with the requirements of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”). As a
result all benefits under this Plan are subject to
Section 409A of the Code and any guidance issued thereunder.
The Plan is administered by the Company, and the plan year is a
calendar year.
Pursuant to the
Plan, any non-employee Director of the Company entitled to
“Director Fees” (that is, compensation from the Company
by reason of his/her being a member of the Board, or any committee
thereof) (“Eligible Director”) may elect to defer
receipt of all or a specified portion of such Director Fees and
thereby become a participant in the Plan.
An Eligible
Director’s initial election to participate in the Plan
(“Initial Election”) shall be evidenced by a writing
filed with the Company as provided in Paragraph 5 and
Paragraph 7(a). Such Initial Election shall be effective upon
its receipt by the Company. The deferral pursuant to such Initial
Election shall continue until: (i) changed by a Subsequent
Election (as provided in Paragraph 5(b)); (ii) the last
day of the plan year in which the Eligible Director files a
Subsequent Election terminating his/her participation in the Plan
under Paragraph 17; or (iii) the date the Eligible
Director ceases being a member of the Board (“Cessation of
Service”), whichever occurs first.
4.
Director’s Deferred Compensation Account.
A
Director’s Deferred Compensation Account (the
“Account”) shall be established for each Eligible
Director electing to participate in the Plan. Except as provided in
Paragraph 6, all Director Fees deferred pursuant to
Paragraph 3 shall be credited to the Account on the date on
which such fees otherwise would have been payable to a Director had
they not been deferred hereunder. Each Eligible Director’s
Account shall be subdivided, as applicable, into a “Cash
Subaccount” and a “Stock Subaccount.”
5. Initial
Election and Subsequent Elections.
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(a)
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An
Initial Election shall be in the form of Exhibit A hereto and
shall specify:
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(i)
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the
portion of the subsequent Director Fees payable to such Eligible
Director which the Eligible Director elects to have deferred under
the Plan (the “Deferral Portion”);
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(ii)
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the
allocation of the Deferral Portion between the Cash Subaccount and
the Stock Subaccount (“Plan Allocation”);
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(iii)
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the
manner in which the Eligible Director wishes to have amounts
deferred under the Plan distributed to him/her as provided in
Paragraph 10 (“Distribution Election”); and
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(iv)
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the
“Designation of Beneficiary” under
Paragraph 13.
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(b)
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Once an Initial Election has been
filed with the Company, the election as to the Deferral Portion
shall apply to all Director Fees payable during the following plan
year (except as provided in Paragraph 7(a)). An Eligible
Director may (subject to Paragraph 7) file a later-dated
election (such later-dated election being referred to herein as a
“Subsequent Election”), to change the elections
contained in his/her Initial Election or in a previously-filed
Subsequent Election: (i) as to the Deferral Portion, which
shall be effective the following plan year; (ii) as to the
Plan Allocation which shall be effective as soon as practicable
upon its receipt by the Company; (iii) the Designation of
Beneficiary, which shall be effective upon its receipt by the
Company; or (iv) to terminate his/her participation in the
Plan, which shall be effective as of the last day of the plan year
in which such election to terminate participation is received by
the Company.
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6. Crediting
Stock to Stock Subaccount.
If, pursuant to
an Initial Election or Subsequent Election, an Eligible Director
makes a Plan Allocation into the Stock Subaccount, such Eligible
Director’s Stock Subaccount shall be credited with that
number of shares (including any fractional share) of the
Company’s common stock, $.10 par value (“Common
Stock”) which have a market value equal to the amount of the
Deferral Portion allocated to his/her Stock Account. Shares shall
be credited to a Stock Subaccount as of the last day of the fiscal
quarter in which any Director Fees would have been payable (the
“Credit Date”). For purposes of this Paragraph 6,
the market value of a share of Common Stock shall equal the closing
sale price of a share of Common Stock on the New York Stock
Exchange on the Credit Date (or if no sale took place on such
exchange on such date, the closing sale price on such exchange on
the most recent preceding date on which a sale took
place).
7. Times When
Elections and Subsequent Elections May Be Made.
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(a)
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An
Initial Election or Subsequent Election as to the Deferral Portion
must be made prior to the plan year in which such compensation is
earned, provided, however, that an Initial Election may be made
within 30 days after first becoming an Eligible Director for
Director Fees earned thereafter. Except as provided in
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Paragraphs 5(b) and 10, an Initial
Election or Subsequent Election as to the Deferral Portion shall be
irrevocable upon its receipt by the Company.
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(b)
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Notwithstanding anything in
Paragraph 7(a) to the contrary, prior to an Eligible
Director’s Cessation of Service, any (i) Initial
Election or (ii) Subsequent Election which (A) changes
the Plan Allocation or (B) changes the Deferral Portion
(unless the Eligible Director has elected only the Cash Subaccount)
may only be made and shall only be effective at such time and upon
such conditions as an Eligible Director would be permitted to
effect an open -market acquisition or disposition of Common Stock
under the provisions of the Company’s Code of Conduct
covering acquisitions or dispositions of Common Stock by officers,
directors and employees of the Company, as such Code of Conduct may
be amended from time to time.
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(c)
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After an Eligible Director’s
Cessation of Service no further Subsequent Elections may be made,
except to change the Designation of Beneficiary.
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Until the
balance of an Eligible Director’s Account has been fully
paid/distributed to him/her in accordance with
Paragraph 10:
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(a)
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The
balance from time to time, accruing in the Cash Subaccount, shall
bear interest at the rate of 8% per annum. Such interest income
shall be credited to the Account as of each December 31 on
which there is such a balance in a Director’s
Account.
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(b)
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From time to time at such times as
the Company pays a cash dividend with respect to its Common Stock,
the Stock Subaccount of each Eligible Director who has shares of
Common Stock credited to his/her Stock Subaccount on the record
date for such dividend shall be credited with additional shares of
Common Stock (including any fractional share) with a market value
(as determined under Paragraph 6) equal to the dividend per
share paid by the Company with respect to its Common Stock times
the number of shares in the Stock Subaccount on the record date for
such dividend.
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The Account
(and the Subaccounts) shall be utilized solely as a device for the
measurement and determination of the amount of deferred
compensation payable/distributable under the Plan. The Account
shall not constitute or be treated as a trust fund of any kind.
Director Fees deferred hereunder and credited to a Director’s
Account shall at all times, remain the property of the Company, and
no Eligible Director shall acquire any property interest in the
Account, his/her right being limited to receiving from the Company,
deferred payments/distributions as calculated by the Plan, such
right being further conditioned upon continued compliance with the
terms and conditions of the Plan. The Company shall be under no
obligation to issue, or acquire, shares of Common Stock in
connection with the crediting of shares to the Stock Subaccount.
Shares credited to the Stock Subaccount shall have no voting rights
or be entitled to dividends or
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distributions
of any kind except as provided in Paragraphs 8(b) and 11 hereof.
The right of an Eligible Director to receive benefits under the
Plan is no greater than the right of any unsecured general creditor
of the Company.
10.
Distribution of Director Fees Deferred Under the Plan.
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(a)
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An
Eligible Director shall elect in his/her Initial Election to have
his/her Account paid to him/her in either of the following ways
(with such Distribution Election irrevocable once made, except as
provided in Paragraphs 10(b) and 12):
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(i)
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in
a lump sum on January 31 of the first calendar year after the
Eligible Director’s Cessation of Service, or on
January 31 of any calendar year thereafter;
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(ii)
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in
five (5) consecutive annual installments commencing on
January 31 of the first calendar year after the Eligible
Director’s Cessation of Service.
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If
an Eligible Director makes no such written election, the balance in
his/her Account shall be paid in a lump sum on January 31 of
the first calendar year after the Eligible Director’s
Cessation of Service. In the event of the death of an Eligible
Director, t
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