50 of the Top 250 law firms use our Products every day
SENSIENT TECHNOLOGIES
CORPORATION
MANAGEMENT INCENTIVE PLAN
FOR CORPORATE MANAGEMENT
|
I.
|
|
THE PLAN
|
|
|
|
|
|
|
|
The
name of this Plan is the Sensient Technologies Corporation
Management Incentive Plan for Corporate Management. The purpose of
this Plan is to promote the interests of the shareholders and to
provide incentive to those corporate management employees who can
contribute most to the profitability of the Company. It is separate
and distinct from other Company incentive plans currently in
effect.
|
|
|
|
|
|
II.
|
|
DEFINITIONS
|
|
|
|
|
|
|
|
In
this Plan, the terms used will have the following
definitions:
|
|
|
A.
|
|
“Board of Directors”
means the Board of Directors of the Company.
|
|
|
|
|
|
|
|
B.
|
|
“Bonus Award” means a
lump-sum cash award paid no later than March 15
th
of the Fiscal Year
following the Fiscal Year during which the Bonus Award was
earned.
|
|
|
|
|
|
|
|
C.
|
|
“Bonus Provision” means
monies available for distribution as a Bonus Award as the result of
the operation of this Plan.
|
|
|
|
|
|
|
|
D.
|
|
“Company” means Sensient
Technologies Corporation.
|
|
|
|
|
|
|
|
E.
|
|
“Employee” means any
employee regularly employed by the Company, and paid on a salary
basis.
|
|
|
|
|
|
|
|
F.
|
|
“Fiscal Year” means each
twelve (12) consecutive month period beginning on January 1
and ending on December 31.
|
|
|
|
|
|
|
|
G.
|
|
“Fiscal Year Salary”
means the base pay earned by a participant during the relevant
Fiscal Year, exclusive of any incentive compensation or
supplemental payments by the Company.
|
|
|
|
|
|
|
|
H.
|
|
“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.
|
|
|
|
|
|
|
|
I.
|
|
“Earnings per share” is
defined as net basis earnings per share, as shown in the
Company’s Statement of Consolidated Earnings as certified by
the Company’s Independent Auditors. Earnings per share shall
be further adjusted for extraordinary items of income or expense
if, in the opinion of the Chairman and Chief Executive Officer, it
is appropriate to do so.
|
|
|
J.
|
|
“Plan” means this
Sensient Technologies Corporation Management Incentive Plan for
Corporate Management.
|
|
|
|
|
|
|
|
K.
|
|
“Subsidiary” means with
respect to any year, any corporation in which the Company owns a
stock interest of more than 50%, and the financial results of whose
operations are consolidated with those of the Company in the
financial statements included in the annual report to shareholders
for that year.
|
|
III.
|
|
PLAN ADMINISTRATION
|
|
|
|
|
|
|
|
The
Board of Directors of the Company has delegated to the Chairman and
Chief Executive Officer the authority to adopt eligibility and
other rules not inconsistent with the provisions of the Plan
(hereinafter referred to as the “Regulations” and
attached hereto as “Exhibit A”) for the
administration thereof and to alter, amend, or revoke any
Regulations so adopted.
|
|
|
|
|
|
IV.
|
|
PLAN PARTICIPATION
|
|
|
A.
|
|
At
the beginning of the Fiscal Year, the Chairman and Chief Executive
Officer shall determine who should participate in the Plan for that
Fiscal Year.
|
|
|
|
|
|
|
|
B.
|
|
Not
all management employees need be selected as participants, and
selection as a participant one year does not automatically ensure
selection in future years, if such Plans should be
implemented.
|
|
|
|
|
|
|
|
C.
|
|
At
the end of each Fiscal Year, the Chairman and Chief Executive
Officer shall determine the amount of Bonus Award each participant
in the Plan should receive for that Fiscal Year.
|
|
|
|
|
|
|
|
D.
|
|
The
Chairman and Chief Executive Officer’s selection of the
Employees to whom a Bonus Award shall be made and his determination
of the amount of each such Bonus Award shall be final.
|
|
|
|
|
|
|
|
E.
|
|
This Plan is not a part of the
Company’s regular compensation plan nor is it part of the
Employee’s regular compensation.
|
|
V.
|
|
BONUS AWARDS
|
|
|
|
|
|
|
|
The
performance measurement upon which the Bonus Award is based is
determined in accordance with the Regulations for each Fiscal
Year.
|
|
|
|
|
|
VI.
|
|
SUCCESSORS AND
ASSIGNS
|
|
|
|
|
|
|
|
If
the Company sells, assigns or transfers all or substantially all of
its business and assets to any person, excluding affiliates of the
Company, or if the Company merges into or consolidates or otherwise
combines with any person which is a continuing or successor entity,
then the Company shall assign all of its right, title and interest
in this Plan as of the date of such event to the person which is
either the acquiring or successor corporation,
|
|
|
|
and
such person(s) shall assume and perform from and after the date of
such assignment all of the terms, conditions and provisions imposed
by this Plan upon the Company.
|
|
|
|
|
|
|
|
In
case of such assignment by the Company and of such assumption and
agreement by the Company and of such person(s), all further rights
as well as all other obligations of the Company under this
Agreement thenceforth shall cease and terminate and thereafter the
expr
|
|
