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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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
3
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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