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SEPARATION AGREEMENT AND RELEASE

Release Agreement

SEPARATION AGREEMENT AND RELEASE | Document Parties: SENSIENT TECHNOLOGIES CORP | Sensient Technologies Corporation You are currently viewing:
This Release Agreement involves

SENSIENT TECHNOLOGIES CORP | Sensient Technologies Corporation

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Title: SEPARATION AGREEMENT AND RELEASE
Governing Law: Wisconsin     Date: 8/7/2009
Industry: Chemical Manufacturing     Sector: Basic Materials

SEPARATION AGREEMENT AND RELEASE, Parties: sensient technologies corp , sensient technologies corporation
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EXHIBIT 10.1

SEPARATION AGREEMENT AND RELEASE

     AGREEMENT made as of the 23rd day of April 2009, by Robert J. Edmonds (“Executive”) and Sensient Technologies Corporation (the “Company”).

     WHEREAS Executive’s employment as President and Chief Operating Officer of the Company will terminate on April 23, 2009 (the “Separation Date”); and

     WHEREAS Executive and the Company desire to resolve all aspects of the employment relationship between them and to provide in writing for the payment of certain compensation and benefits to Executive.

     NOW, THEREFORE, IN CONSIDERATION OF the mutual promises hereinafter set forth, the sufficiency of which is hereby acknowledged, the parties agree as follows:

     1.  Effective Date . This Agreement will become effective only upon expiration of the revocation period described in Section 18 hereof (the “Effective Date”).

     2.  Compensation and Benefits . Subject to Executive’s compliance with the terms and conditions hereof, the Company will provide the following compensation and benefits to Executive:

2.1 Compensation . For the twelve (12) month period beginning on April 24, 2009 (the “Compensation Period”), the Company will make payments to Executive at the semi-monthly rate of Fifteen Thousand Dollars ($15,000.00). Payments will be made in accordance with the Company’s standard payroll practices.

2.2 Management Incentive Plan . Executive will not be eligible to participate in the fiscal 2009 Management Incentive Plan.

2.3 Benefits . During the Compensation Period, Executive and his eligible dependents may elect to receive medical, dental and vision coverage at the employee rate, with the balance of the eighteen-month period after the Separation Date at the non-employee rate, in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). Except as otherwise expressly provided in this Agreement or required by applicable law or regulation, Executive’s participation in all

 


 

Company sponsored or maintained benefit programs terminated on the Separation Date.

2.4 ESOP/Savings Plan . Executive 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 Separation Date.

2.5 Automobile . The Company will transfer to Executive clear title to the automobile previously leased by the Company and provided to him for his use, if so requested by Executive and upon payment by Executive to the Company of an amount equal to the automobile’s fair market value as determined by the Company. If Executive does not wish to purchase the automobile, he will return it to the Company on or before April 23, 2009.

2.6 Stock Options and Restricted Stock . Executive will retain his vested stock options and be eligible to exercise such options in accordance with the provisions of the applicable stock option plan. Nothing in this Agreement will be construed to entitle Executive to any further vesting or grants of stock options or restricted stock after the Separation Date.

2.7 Outplacement . Executive will be eligible to receive outplacement services provided by Lee Hecht Harrison for a period not to exceed three (3) months from the Effective Date.

2.8 Vacation . On the Effective Date, the Company will pay the Executive for five (5) days of vacation pay. Executive will not be eligible for any vacation benefit after the Separation 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 Executive under this Agreement are stated herein before any such deduction(s).

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     4.  Releases .

      Release by Executive . In consideration of the Company’s agreement to provide Executive the compensation and benefits described in subsections 2.1 through 2.8 above and the release set forth in section 4 below, Executive, an adult individual, for himself, his heirs, personal representatives, successors and assigns, does hereby remise, release and forever discharge the Company and all of 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 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 Executive and the Company; and (ii) any and all claims arising out of or related to Executive’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

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subsection will be construed to constitute any waiver or release by Executive of any rights or claims under this Agreement.

      Release by the Company . Subject to the limitations stated herein, the Company does hereby remise, release and forever discharge Executive 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 Executive by the Company for any liability (as defined in Wis. Stat. § 180.0850 (4)) incurred because Executive 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.

     5.  Entire Agreement . This Agreement supersedes all other agreements or understandings (whether oral or written) between Executive and the Company and constitutes the entire agreement of the parties. Executive acknowledges and agrees that the compensation and benefits stated above constitute the sole liability of the Company to him and that he will have no right to receive any other compensation or benefits of


 
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