SENSIENT TECHNOLOGIES
CORPORATION
2002 STOCK OPTION PLAN
(as amended and restated on April 24, 2008)
The following
terms set forth an Amendment No. 1 to the Sensient
Technologies Corporation (the “Company”) 2002 Stock
Option Plan, as amended and restated on April 24, 2008 (the
“Plan”), effective as of the date of adoption by the
Company’s Board of Directors (the “Board”) as set
forth herein (the “Amendment”). All defined terms set
forth in this Amendment shall have the meaning set forth in the
Plan.
WHEREAS,
the Plan was adopted by the Board of Directors and was approved by
shareholders at their annual meeting on April 25, 2002, and
the Plan was amended and restated on April 24, 2008 to permit
the grant of restricted stock units; and
WHEREAS,
Section 13.1 of the Plan allows the Board to amend the Plan at
any time, provided that shareholder approval will be obtained if it
is required under the Internal Revenue Code of 1986, as amended
(the “Code”) and the guidance issued thereunder or
under the listing requirements of the Company’s principal
securities exchange; and
WHEREAS,
the Board believes it is in the best interests of the Company to
amend the Plan to comply with the requirements of Section 409A
of the Code and the guidance issued thereunder
(“Section 409A”); and
WHEREAS,
such amendments are not prohibited by the Plan, such amendments do
not constitute material modifications under Section 162(m) of the
Code or the applicable rules of the New York Stock Exchange, and
such amendments do not require shareholder approval; and
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this
Amendment, intending to be legally bound, hereby agree as
follows:
1. Restricted Stock Units. The following sentence shall
be inserted at the end of section 9.2 to read as
follows:
