EXECUTIVE EMPLOYMENT
CONTRACT
THIS AGREEMENT,
made and entered into as of the 1st day of December, 2005 by and
between Sensient Technologies Corporation, a Wisconsin corporation
(hereinafter referred to as the “Company”), and Kenneth
P. Manning (hereinafter referred to as
“Executive”);
WHEREAS, the
Executive is presently employed by the Company as its President,
Chief Executive Officer and Chairman of the Board of Directors of
the Company (the “Board”);
WHEREAS, the Board
recognizes that the Executive’s contribution to the growth
and success of the Company has been substantial;
WHEREAS, the Board
desires to provide for the continued employment of the Executive
and to encourage the continued attention and dedication to the
Company of the Executive as a member of the Company’s
management and as Chairman of its Board of Directors;
WHEREAS, the
Executive and the Company intend that this Agreement shall
supersede and replace the Executive Employment Contract made and
entered into as of November 11, 1999, by and between the
Company and the Executive (the “Prior
Agreement”);
WHEREAS, the
Executive and the Company intend that in the event of a Change of
Control (as defined in the Amended and Restated Change of Control
Severance and Employment Agreement, made and entered into as of
November 11, 1999, as amended, by and between the Executive
and the Company (the “Change of Control Agreement”)),
this Agreement shall be superseded and replaced by the Change of
Control Agreement; and
WHEREAS, the
Executive is willing to commit himself to continue to serve the
Company, on the terms and conditions herein provided;
NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, the parties hereto mutually
covenant and agree as follows:
1. Employment.
The Company hereby agrees to continue to employ the Executive, and
the Executive hereby agrees to continue to serve the Company, on
the terms and conditions set forth herein.
2. Term. The
employment of the Executive by the Company as provided in
Section 1 of this Agreement will commence on the date hereof
and end immediately following the Company’s 2010 Annual
Meeting of Shareholders to be held on April 22, 2010, unless
further extended by mutual agreement or sooner terminated as
hereinafter provided (the “Employment Period”), after
which Executive will continue to serve as a non-employee Chairman
of the Board until immediately following the Company’s 2011
Annual Meeting of Shareholders to be held on April 21,
2011.
(a) The
Executive shall serve as President of the Company until the
election of a new President and Chief Operating Officer in
accordance with the succession plan approved by the Board, unless
otherwise mutually agreed. Throughout that period and thereafter
until the Company’s Annual Meeting of Shareholders to be held
on April 23, 2009, and unless otherwise mutually agreed, the
Executive shall serve as Chief Executive Officer of the Company and
the Chairman of the Board and shall have such responsibilities and
authority as may from time to time be assigned to the Executive by
the Company’s Board of Directors consistent with his position
as President and Chief Executive Officer of the Company and
Chairman of the Board. During the remainder of the Employment
Period and unless otherwise mutually agreed, the Executive shall
serve as the Chairman of the Board and shall have such
responsibilities and authority as may from time to time be assigned
to the Executive by the Company’s Board of Directors
consistent with his position as Chairman of the Board.
(b) During
the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive shall
devote substantially all his working time and efforts during normal
business hours to the business and affairs of the Company and, to
the extent necessary to discharge the responsibilities assigned to
the Executive under this Agreement, use the Executive’s
reasonable best efforts to carry out such responsibilities
faithfully and efficiently. It shall not be considered a violation
of the foregoing for the Executive to (A) serve on corporate,
civic or charitable boards or committees, (B) deliver
lectures, fulfill speaking engagements or teach at educational
institutions and (C) manage personal investments, so long as
such activities do not significantly interfere with the performance
of the Executive’s responsibilities as an employee of the
Company in accordance with this Agreement or otherwise violate the
provisions of Section 14.
4. Place of
Performance. In connection with the Executive’s employment by
the Company, the Executive shall be based in Milwaukee, Wisconsin
(at the principal executive offices of the Company) except for
required travel on the Company’s business to an extent
substantially consistent with his present business travel
obligations.
5. Compensation
and Related Matters.
(a) Base
Salary. Except as provided below, during the Employment Period, the
Company shall pay to the Executive a salary at a rate of $783,000
per annum pursuant to the Company’s normal payroll practices
(the “Base Salary”). The Base Salary shall be reviewed
on or before January 1 of each year following the date of this
Agreement, while this Agreement remains in force, to ascertain
whether in the judgment of the Board or such Committee to whom the
Board may have delegated authority, such Base Salary should be
adjusted. Any adjustment shall occur only by mutual agreement of
the Company (acting with the approval of the Compensation
Committee) and the Executive. If so adjusted, the term Base Salary
as utilized in this Agreement shall refer to the Base Salary as so
adjusted. Compensation of the Executive by salary payments shall
not be deemed exclusive and shall not prevent the Executive from
participating in any other compensation or benefit plan of the
Company. The Base Salary payments (including any adjusted salary
payments) hereunder shall not in any way limit or reduce any other
obligation of the Company hereunder, and no other compensation,
benefit or
payment
hereunder shall in any way limit or reduce the obligation of the
Company to pay the Executive’s Base Salary
hereunder.
(b) Annual
Bonus. In addition to the annual Base Salary, the Executive shall
be eligible to be awarded, for each fiscal year or portion of a
fiscal year ending during the Employment Period, an annual bonus
(the “Annual Bonus”) pursuant to the terms of the
Company’s Incentive Compensation Plan for Elected Corporate
Officers, or any successor or replacement plan.
(c) Expenses.
During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred
by the Executive in performing services hereunder, including all
expenses of travel and living expenses while away from home on
business or at the request of and in the service of the Company,
provided that such expenses are incurred and accounted for in
accordance with the policies and procedures established by the
Company.
(d) Other
Benefits. During the Employment Period: (i) the Executive
shall be entitled to participate in incentive, savings and
retirement plans, practices, policies and programs of the Company
to an extent no less favorable than the participation provided
generally to other senior executives of the Company; and
(ii) the Executive and/or the Executive’s family, as the
case may be, shall be eligible for participation in, and shall
receive benefits under, welfare benefit plans, practices, policies
and programs provided by the Company (including, without
limitation, medical, prescription, dental, disability, employee
life insurance, group life insurance, accidental death and travel
accident insurance plans and programs) to an extent no less
favorable than the participation and benefits provided to other
senior executives of the Company (and/or their
families).
(e) Vacation.
During the Employment Period, the Executive shall be entitled to
paid vacation that is no less favorable than the paid vacation
provided generally to other senior executives of the Company and to
all paid holidays given by the Company to its other senior
executives.
(f) Office
and Support Staff. During the entire term of this Agreement
(including the time following the Employment Period but while
Executive serves as Chairman of the Board), the Company shall
furnish the Executive with office space, secretarial assistance and
such other facilities and services as shall be suitable to the
Executive’s position and adequate for the performance of his
duties as set forth in Section 3.
(g) Fringe
Benefits. During the Employment Period, the Executive shall be
entitled to fringe benefits and perquisites, which shall be no less
favorable than the fringe benefits and perquisites provided
generally to other senior executives of the Company.
(h) Non-Employee
Chairman of the Board. Following the Employment Period but while
Executive serves as Chairman of the Board, the Executive shall
receive such compensation, reimbursements and benefits as the Board
of Directors may determine from time to time, but not less than
such amounts as are paid or payable to outside
directors.
6. Offices.
The Executive agrees to serve without additional compensation, if
elected or appointed thereto, as a director of the Company and any
of its subsidiaries and in one or more executive offices of any of
the Company’s subsidiaries, provided that the Executive is
indemnified for serving in any such capacities on a basis no less
favorable than is currently provided by the Company’s
By-laws.
7. Death. If
the Executive shall die during the Employment Period but prior to
the delivery of a Notice of Termination (as hereinafter defined) by
the Company or by the Executive for Good Reason (as hereinafter
defined), the Company shall pay the Executive’s estate or
legal representative, within thirty days following the
Executive’s Date of Termination (as hereinafter defined), a
lump sum payment equal to the sum of: (1) the accrued but
unpaid portion of the Executive’s annual Base Salary through
the Date of Termination (i.e., the portion of the Base Salary for
the period before Executive’s death that remains unpaid),
(2) the value of the Executive’s accrued, but unused,
vacation days (based on the Executive’s annual Base Salary)
and (3) the product of (x) the average annual bonus
earned by the Executive for the three years immediately prior to
the year in which the Date of Termination occurs and (y) a
fraction, the numerator of which is the number of full and partial
months in the fiscal year in which the Date of Termination occurs
through the Date of Termination, and the denominator of which is
twelve, in each case to the extent not theretofore paid (the
“Bonus Amount”), and the Company shall have no further
obligations to pay other benefits under this Agreement. The amounts
described in clauses (1), (2) and (3) shall be
hereinafter referred to as the “Accrued
Obligations.”
(a) If
during the Employment Period, the Company or the Executive
terminates the Executive’s employment due to the
Executive’s Disability, the Company shall pay the Executive
(1) within thirty days following the Executive’s Date of
Termination, a lump sum payment of the Accrued Obligations and
(2) commencing on the Date of Termination until April 22,
2010 or the termination of his Disability, whichever is first to
occur, such amounts which an individual in his earnings category
would be normally entitled to receive as full Long Term Disability
(“LTD”) coverage under the Company LTD plan then in
effect, but not less than 60% of his Base Salary as determined
under Section 5(a) at the time of the Date of Termination. During
the term of his Disability, the Executive also shall receive the
employee benefits (or service credits therefor, as the case may be)
he would have been entitled to receive, as provided in Section 5(d)
(other than under incentive plans). The obligation to provide the
foregoing disability benefits shall survive the termination of this
Agreement provided the Disability was incurred before termination,
and the Company shall have no further obligations to pay
compensation or benefits under this Agreement.
(b) For
purposes of this Agreement, “Disability” means that
(i) the Executive has been unable, for a period of 180
consecutive business days, to perform the Executive’s duties
under this Agreement, as a result of physical or mental illness or
injury, and (ii) a physician selected by the Company or its
insurers, and acceptable to the Executive or the Executive’s
legal representative, has determined that the Executive’s
incapacity is total and permanent. A termination of the
Executive’s employment by the Company for Disability shall be
communicated to the Executive by written notice, and shall be
effective on the 30th day after
receipt of such
notice by the Executive (the “Disability Effective
Date”), unless the Executive returns to full-time performance
of the Executive’s duties before the Disability Effective
Date.
9. Termination
by the Company.
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