SENSIENT TECHNOLOGIES
CORPORATION
(a Wisconsin Corporation)
2002 Stock Option Plan
RESTRICTED STOCK
AGREEMENT
Sensient
Technologies Corporation, a Wisconsin corporation (the
“Company”) and the above-named Grantee hereby agree as
follows:
1. Grant
of Restricted Stock . In consideration of the continued
employment of the Grantee for the periods herein defined, and in
consideration of the Grantee having entered into a Noncompetition,
Nonsolicitation and Confidentiality Agreement (or an agreement of
similar purpose and effect, however titled) prior to or
contemporaneous with this Agreement, the Company grants to the
Grantee the Number of Shares of common stock, par value $0.10 per
share, of the Company stated above (the “Restricted
Stock”) upon the terms and conditions set forth
herein.
2. Plan;
Defined terms . This grant of Restricted Stock is made pursuant
to the Company’s 2002 Stock Option Plan (the
“Plan”) and is subject to each and all of the
provisions of the Plan. A copy of the Plan is attached to this
Agreement and is made a part hereof. The Plan was approved by the
shareholders of the Company at the Company’s Annual Meeting
held on April 25, 2002. All capitalized terms used in this
Agreement, including the terms set forth in the table above, have
the meanings assigned to them in this Agreement. Any capitalized
terms that are not defined in this Agreement are defined in the
Plan. Certain other terms used in this Agreement are also defined
herein.
3. Period
of Restriction . The Period of Restriction shall be as stated
above.
4.
Restrictions . The shares of Restricted Stock may not be
sold, transferred, pledged, assigned or otherwise alienated during
the Period of Restriction except as provided in Section 8.7 or
8.8 of the Plan or Section 6 of this Agreement.
5.
Acquisition for Investment . The Grantee represents that he
or she is acquiring the shares of Restricted Stock for investment
purposes only and not with a view toward the redistribution,
resale, or other disposition thereof.
6.
Election to Sell Shares to the Company . The Grantee, or in
the case of his or her death, his or her beneficiary or estate, may
elect to sell to the Company, within sixty (60) days after the
last day of the Period of Restriction, up to one-half (
1 / 2
) of the shares of Restricted Stock
issued hereunder upon the conditions set forth in Section 8.8
of the Plan. Such election shall be exercised by delivering to the
Secretary of the Company written notice specifying the number of
shares of Restricted Stock to be sold and by tendering certificates
for such shares, duly endorsed in blank or accompanied by stock
powers
duly endorsed
in blank. If the Company is precluded by law from purchasing the
shares of Restricted Stock so tendered, it shall promptly return
the same to the Grantee (or his or her beneficiary or
estate).
7.
Termination of Employment .
(a) In
the event that the Grantee terminates his or her employment with
the Company because of normal retirement (under the terms of the
Company’s Employee Stock Ownership Plan (“ESOP”)
in effect on the date of such termination of employment (or on the
date the ESOP is terminated if not then in effect)), the Period of
Restriction with respect to any shares of Restricted Stock held by
the Grantee shall automatically terminate and (except as otherwise
provided in Section 8.2 of the Plan) such shares shall
thereafter be free of restrictions and freely
transferable.
(b) In
the event that the Grantee terminates his or her employment with
the Company because of “early retirement” (under the
terms of the ESOP in effect on the date of such termination of
employment (or on the date the ESOP is terminated if not then in
effect)) the Committee may, in its sole discretion, waive the
Period of Restriction and/or add such new restrictions to the
Restricted Stock as it deems appropriate.
(c) In
the event the Grantee terminates his or her employment with the
Company because of death or Disability during the Period of
Restriction, the Period of Restriction shall terminate
automatically with respect to that number of shares of Restricted
Stock (rounded to the nearest whole number) equal to the total
number of shares of Restricted Stock granted multiplied by the
number of full months which have elapsed since the Grant Date
divided by the maxim
