SENSIENT TECHNOLOGIES
CORPORATION
1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
Adopted November 11, 1999,
as amended November 6, 2000 and July 17,
2008
Section 1. Establishment, Purpose and
Effective Date of Plan.
1.1
Establishment . Sensient Technologies Corporation, a
Wisconsin corporation, hereby establishes the “SENSIENT
TECHNOLOGIES CORPORATION 1999 NON-EMPLOYEE DIRECTOR STOCK OPTION
PLAN” (the “Plan”) which, provides for the grant
of Stock Options to Non-Employee Directors of the
Company.
1.2 Purpose
. The purpose of this Plan is to advance the interests of the
Company by encouraging and providing for the acquisition of an
equity interest in the Company by Non-Employee Directors, and by
enabling the Company to attract and retain the services of
directors upon whose judgment, interest and special effort the
successful conduct of its operations is largely
dependent.
1.3 Effective
Date . This Plan shall become effective on the Effective
Date.
2.1
Definitions . Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a)
“Award” means any Option or any other benefit conferred
under the terms hereof.
(b)
“Board” means the Board of Directors of the
Company.
(c)
“Code” means the Internal Revenue Code of 1986, as
amended.
(d)
“Committee” means the Nominating Committee of the
Board.
(e)
“Company” means Sensient Technologies Corporation, a
Wisconsin corporation, and its subsidiaries.
(f)
“Effective Date” means January 27, 2000, or such
other date that this Plan is approved by the shareholders of the
Company at an annual or special meeting thereof by a simple
majority of the number of shares represented at such meeting in
person or by proxy.
(g)
“Exchange Act” means the Securities Exchange Act of
1934, as amended.
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(h) “Fair
Market Value” means the closing price of a share of Stock on
the date of the Award on the New York Stock Exchange as reported on
the composite list used by the Wall Street Journal for reporting
stock prices, or if no such sale shall have been made on that day,
on the last preceding day on which there was such a
sale.
(i)
“Non-Employee Director” means any individual who is a
“non-employee director” within the meaning of
Rule 16b-3 under the Exchange Act.
(j)
“Option” means the right to purchase Stock at a stated
price for a specified period of time. No Options granted pursuant
to this Plan are intended to qualify as “incentive stock
options” within the meaning of Section 422(b) of the Code;
all Options granted pursuant to this Plan are therefore considered
“non-statutory stock options.”
(k)
“Participant” means any individual who is granted
Options pursuant to this Plan.
(l)
“Stock” means the Common Stock of the Company, par
value of $0.10.
2.2 Gender and
Number . Except when otherwise indicated by the context, words
in the masculine gender when used in this Plan shall include the
feminine gender, the singular shall include the plural and the
plural shall include the singular.
Section 3. Eligibility and
Participation. Participants in this Plan shall include each
member of the Board who is a Non-Employee Director at the time
Options are granted pursuant to this Plan.
Section 4. Administration
.
4.1
Administration . This Plan shall be administered by the
Committee.
4.2 Powers and
Authority of the Committee . The Committee, by majority action
thereof, shall have complete and sole authority to:
(a) interpret
this Plan and apply its provisions, and prescribe, amend and
rescind rules, regulations, procedures, and forms relating to this
Plan;
(b) authorize
any person to execute, on behalf of the Company, any instrument
required to carry out the purposes of this Plan;
(c) amend
any outstanding agreement relating to any Award, subject to
applicable legal restrictions and to the consent of the Participant
who entered into such agreement; and
(d) make
all other determinations and take all other actions deemed
necessary or advisable for the administration hereof and provide
for conditions and
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assurances
deemed necessary or advisable to protect the interests of the
Company in connection herewith;
but only to the
extent that any of the foregoing are not contrary to the express
provisions hereof. 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.
Notwithstanding
the foregoing, the Committee shall have no discretion or authority
to: (i) designate Participants to receive Awards;
(ii) determine the number of shares of Stock to be covered by
Awards granted to Participants; (iii) determine the terms and
conditions of any Award granted to any Participant relating to the
vesting, exercise or expiration of Options over a period of time;
or (iv) prescribe the consideration for the grant of each
Award hereunder and determine the sufficiency of such
consideration, which matters shall be as hereinafter
provided.
4.3 Composition
of the Committee . The Committee shall consist of not less than
two members of the Board who shall be appointed by the
Board.
Section 5. Stock Subject to
Plan.
5.1 Number
. The total number of shares of Stock reserved and available for
issuance under this Plan shall initially be two hundred fifty
thousand (250,000). The number of shares of Stock reserved and
available for issuance hereunder shall be subject to adjustment
upon occurrence of any of the events indicated in Subsection 5.3
hereof. The shares to be issued under this Plan may consist, in
whole or in part, of authorized but unissued Stock or treasury
Stock, not reserved for any other purpose.
5.2 Unused
Stock . In the event any shares of Stock that are subject to an
Award cease to be subject to such Award (whether due to expiration,
cancellation, termination, forfeiture, or otherwise) without such
shares of Stock being issued or cash being paid to the Participant,
then the shares of Stock subject to such Award shall again become
available for future Awards hereunder.
5.3 Adjustment
in Capitalization . In the event of any change in the
outstanding shares of Stock that occurs, whether prior to or after
the Effective Date, by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, spin-off,
split-up, exchange of shares or other similar corporate change, the
aggregate number of shares of Stock authorized for issuance
hereunder as well as Stock subject to each outstanding Award, and
its stated Option or other price (as applicable), shall be
appropriately adjusted by the Committee, whose determination shall
be conclusive; provided, however, that fractional shares
shall be rounded to the nearest whole share. In such event, the
Committee shall also have the discretion to make appropriate
adjustments in the number of shares of Stock authorized for
issuance hereunder.
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Section 6. Duration of Plan
. This Plan shall remain in effect,
subject to the Board’s right to earlier terminate this Plan
pursuant to Section 12 hereof, until all shares of Stock
subject to it shall have been purchased or acquired pursuant to the
provisions hereof. Notwithstanding the foregoing, no Award may be
granted hereunder on or after the tenth (10th) anniversary of the
Effective Date.
Section 7. Stock
Options.
7.1 Grant of
Options . Subject to the provisions of Sections 5 and 6
hereof, on the 1st of February (or the next succeeding business
day) following the day of each annual meeting of shareholders of
the Company, each person who was a Non-Employee Director of the
Company immediately following such annual meeting shall
automatically and without further action by the Board or the
Committee be granted an Option to purchase two thousand (2,000)
shares of Stock on the terms and conditions provided herein.
Notwithstanding the foregoing, the General Counsel of the Company
may, in his or her discretion, delay any grant under the Plan until
any then existing material non-public information has been
disclosed publicly. The Committee shall have no discretion in
determining the number of Options granted to each Participant.
Notwithstanding the foregoing, no further Options shall be granted
under the Plan after July 17, 2008.
7.2 Type of
Options . All Options granted pursuant to this Plan shall be
nonstatutory stock options.
7.3 Option
Price . Options granted pursuant hereto shall have an Option
price that is equal to the Fair Market Value of the Stock on the
date the Option is granted.
7.4 Duration of
Options . Each Option shall expire on the tenth (10th)
anniversary date of its grant, and shall not be exercisable
thereafter.
7.5 Exercise of
Options . Options granted hereunder shall vest and become
exercisable in three (3) equal annual installments beginning
on the first (1st) anniversary of the date of its grant.
7.6 Option
Agreement . Each Option shall be evidenced by a written
agreement (“Option Agreement”) that shall specify the
type of Option granted, the Option price, the duration of the
Option, the number of shares of Stock to which the Option pertains,
and such other terms and conditions as are provided herein. No
Participant shall have any rights hereunder until an Option
Agreement has been executed.
7.7 Payment
. The Option price of any Option shall be payable to the Company in
full upon exercise:
(a) in
cash or its equivalent, including, in the discretion of the
Committee, a promissory note issued to the Company by the
Participant (which note shall: (i) be secured by the Stock
issued; (ii) be for a term of not more than ten
(10) years; (iii) bear interest at a rate of not less
than the prime rate (as determined by the Committee) in effect on
the date such promissory note is issued; (iv) require at
least
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annual payments
of principal and interest; and (v) contain such other terms
and conditions as the Committee determines);
(b) by
tendering shares of Stock having a Fair Market Value at the time of
exercise equal to the total Option price;
(c) by
a combination of cash or its equivalent (as defined in clause
(a) above) and shares of Stock; or
(d) by
electing to have the Company withhold from the shares of Stock
otherwise issuable upon exercise of the Option that number of
shares of Stock having a Fair Market Value at the time of exercise
plus cash for any fractional share amounts, equal to the total
Option price.
The proceeds
from such a payment shall be added to the general funds of the
Company and shall be used for general corporate
purposes.
7.8
Restrictions on Stock Transferability . The Committee shall
impose such res
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