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Exhibit
10.1(z)
RETIREMENT AGREEMENT AND
RELEASE
AGREEMENT made as of
January 14, 2008 (the “Retirement Date”), by
Richard Carney (“Mr. Carney”) and Sensient Technologies
Corporation (the “Company”).
WHEREAS Mr. Carney will
retire from his employment with the Company on August 15, 2008
(the “Retirement Date”); and
WHEREAS Mr. Carney and
the Company desire to resolve all aspects of their employment
relationship and to provide in writing for certain compensation and
benefits to Mr. Carney in excess of those to which he would
otherwise be entitled by law.
NOW, THEREFORE, IN
CONSIDERATION OF the mutual promises hereinafter set forth, the
sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Resignation;
Retirement . Effective as of the date hereof (the
“Effective Date”), Mr. Carney resigns from the
office of Vice President-Administration of the Company and becomes
an employee on inactive status until the Retirement Date, at which
time he will retire from the Company.
2. Compensation and
Benefits . Subject to Mr. Carney’s compliance
with the terms and conditions of this Agreement, the Company will
provide the compensation and benefits set forth in this
Section 2. Except as set forth in this Section 2 or as
required by applicable law or regulation, Mr. Carney will not
receive or participate in any further compensation or benefit from
the Company.
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2.1 |
Compensation . For the period from the Effective
Date through the Retirement Date (the “Compensation
Period”), the Company will make payments to Mr. Carney
at the semi-monthly rate of Twelve Thousand Seven Hundred Sixty-Two
Dollars and Fifty Cents ($12,762.50), in accordance with the
Company’s standard payroll practices. |
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2.2 |
Incentive Compensation Plan . On or before
February 29, 2008, Mr. Carney will be paid an amount
equal to the bonus award to which he is entitled under Incentive
Compensation Plan for Elected Corporate Officers (the
“Incentive Plan”) for fiscal year 2007. Mr. Carney
shall not be eligible for any further participation in the
Incentive Plan. |
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2.3 |
Medical Benefits . Until the Retirement
Date, Mr. Carney will continue to receive medical, dental and
vision coverage as provided to employees of the Company. Upon
retirement, if Mr. Carney elects to receive medical, dental
and vision coverage in accordance with the provisions of the
Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) for himself and his eligible dependents, that
coverage will be provided at the non-employee rate during the
18-month COBRA period. Mr. Carney will be eligible to
participate in medical insurance plans generally available to the
Company’s retirees from time to time if and to the extent
permitted by the terms and conditions of such plans. |
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2.4 |
ESOP/Savings Plan . Mr. Carney will
not be eligible to participate in the Company’s contributions
to the Sensient Technologies Corporation Retirement Employee Stock
Ownership Plan (“ESOP”) or the Sensient Technologies
Corporation Savings Plan (“Savings Plan”) after the
Effective Date. |
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2.5 |
Automobile . The Company will transfer to
Mr. Carney clear title to the automobile currently provided by
the Company for his use, if so requested by Mr. Carney, at a
purchase price equal to its fair market value as determined by the
Company. On or before January 31, 2008, Mr. Carney will
either pay the purchase price to the Company or return the
automobile to the Company. |
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2.6 |
Stock Options and Restricted Stock . As of the
Retirement Date, Mr. Carney’s rights with respect to
stock options and restricted stock will be as provided in the
applicable stock option plan or restricted stock plan for employees
who have terminated employment through retirement. |
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2.7 |
SERP . Mr. Carney will be eligible to
receive retirement benefits under the Company’s Supplemental
Executive Retirement Plan, subject to all the terms and conditions
thereof and applicable law. |
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2.8 |
Vacation . On the Retirement Date, the Company
will pay Mr. Carney all accrued vacation pay. |
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2.9 |
Change of Control . Mr. Carney’s
rights under the Change of Control and Severance Agreement
terminate as of the Effective Date. |
3. Deductions .
The Company will deduct from payments made under this Agreement any
federal, state or local withholdings or other taxes or charges
which the Company is from time to time required to deduct under
applicable law, and all amounts payable to Mr. Carney under
this Agreement are stated herein before any such
deduction(s).
4. Releases
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Release by
Mr. Carney . In consideration of the Company’s
agreement to provide Mr. Carney compensation and benefits in
excess of those to which he would otherwise be entitled by law and
of the release set forth in subsection 4.2 below, Mr. Carney,
an adult individual, for himself, his heirs, personal
representatives, successors and assigns, does hereby remise,
release and forever discharge the Company and all its past, present
and future officers, directors, agents, employees, shareholders,
partners, employee benefit plans, insurers, attorneys, divisions,
parent corporations, subsidiary corporations, affiliated
corporations, successors, assigns and all persons acting by,
through, under or in concert with any of them (such entities and
individuals are referred to hereinafter collectively as the
“Released Parties”) of and from any and all manner of
action or actions, cause or causes of action, suits, debts,
covenants, contracts, agreements, judgments, executions, claims,
demands and expenses (including attorneys’ fees and costs)
whatsoever in law or equity, whether known or unknown, which he has
had, now has or may have against the Released Parties, or any of
them, for or by reason of any transaction, matter, event, cause or
thing whatsoever occurring prior to or on the date of this
Agreement, whether
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based on tort, express or
implied contract, or any federal, state or local law, statute or
regulation, specifically including but not limited to (i) any
and all claims arising out of or related to any employment, change
in control or other agreement (whether oral or written) between
Mr. Carney and the Company; and (ii) any and all claims
arising out of or related to Mr. Carney’s employment
with the Company, including but not limited to claims under the
Wisconsin Family and Medical Leave Act, the Federal Family and
Medical Leave Act, the Wisconsin Fair Employment Act, Title VII of
the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act of 1967, as amended, the Americans With Disabilities
Act, the Civil Rights Act of 1991, and the Employee Retirement
Income Security Act, as amended. Nothing in the waiver or release
set forth in this subsection will be construed to constitute any
waiver or release by Mr. Carney of any rights or claims under
this Agreement.
Release by the
Company . In consideration of the release set forth in
subsection 4.1 above, and subject to the limitations stated herein,
the Company does hereby remise, release and forever discharge
Mr. Carney of and from any and all manner of action or
actions, cause or causes of action, suits, debts, covenants,
contracts, agreements, judgments, executions, claims, demands and
expenses (including attorneys’ fees and costs) whatsoever in
law or equity, whether known or unknown, which it has had, now has
or may have against him, for or by reason of any transaction,
matter, event, cause or thing whatsoever occurring prior to or on
the date of this Agreement, whether based on tort, express or
implied contract, or any federal, state or local law, statute or
regulation; provided, however, that this subsection 4.2 will not
constitute a release of Mr. Carney by the Company for any
liability (as defined in Wis. Stat. § 180.0850
(4)) incurred because Mr. Carney breached or failed to
perform a duty he owed to the Company and the breach or failure
constitutes any of the circumstances described in Wis. Stat. §
180.0851 (2)(a). Nothing in the waiver or release set forth in this
subsection will be construed to constitute any waiver or release by
the Company of any rights or claims under this
Agreement.
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