-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PhkqHrJmwXuSwZEUccKszKl5zB/lt+ZbLjNegZCd5cUPgoG41I90027lm/kt/oSz Wt9AkO3oyn69HjjaKYfP9Q== 0000950123-10-027081.txt : 20100323 0000950123-10-027081.hdr.sgml : 20100323 20100323111227 ACCESSION NUMBER: 0000950123-10-027081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100319 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100323 DATE AS OF CHANGE: 20100323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SENSIENT TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000310142 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 390561070 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07626 FILM NUMBER: 10698335 BUSINESS ADDRESS: STREET 1: 777 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4142716755 MAIL ADDRESS: STREET 1: PO BOX 737 CITY: MILWAUKEE STATE: WI ZIP: 53201 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSAL FOODS CORP DATE OF NAME CHANGE: 19920703 8-K 1 c57072e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 19, 2010
(Date of Report/Date of earliest event reported)
SENSIENT TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
         
WISCONSIN
(State or other jurisdiction
of incorporation)
  1-7626
(Commission File Number)
  39-0561070
(IRS Employer
Identification No.)
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-5304
(Address and zip code of principal executive offices)
(414) 271-6755
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On March 19, 2010, the Compensation and Development Committee of the Board of Directors of Sensient Technologies Corporation approved an amendment to the Company’s Amended and Restated Change of Control Employment and Severance Agreements (the “Change of Control Agreements”) to delete the provision that allows an executive to receive benefits if the executive chooses to leave the Company for any reason during the 13th month following a change of control. Each Sensient executive who is a party to a Change of Control Agreement has signed the amendment. The form of amendment is attached as an exhibit to this Report on Form 8-K. Although the Change of Control Agreements have included this provision for many years, the Compensation and Development Committee determined that the amendment is in the Company’s best interests in light of evolving governance practices in this respect.
     The Compensation and Development Committee also adopted a resolution making a commitment not to provide excise tax gross-ups in any Change of Control Agreements that the Company may enter into in the future.

 


 

ITEM 9.01.   Exhibits
     
Exhibit 10.1  
Form of Amendment to Change of Control Agreement.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  SENSIENT TECHNOLOGIES CORPORATION
(Registrant)
 
 
  By:   /s/ John L. Hammond    
    Name:   John L. Hammond   
    Title:   Senior Vice President, General
Counsel and Secretary 
 
 
Date: March 19, 2010

 


 

EXHIBIT INDEX
     
Exhibit 10.1  
Form of Amendment to Change of Control Agreement.

 

EX-10.1 2 c57072exv10w1.htm EX-10.1 exv10w1
Exhibit 10.1
Amendment No. 1
To the Sensient Technologies Corporation
Amended and Restated Change Of Control
Employment and Severance Agreement
     THIS AMENDMENT (the “Amendment”) is entered into this                      day of March, 2010 by and between Sensient Technologies Corporation (the “Company”) and                                                                (the “Executive”).
     WHEREAS, the Company and Executive have entered into an Amended and Restated Change Of Control Employment and Severance Agreement (the “Agreement”); and
     WHEREAS, “Good Reason” is defined under Section 5(c) of the Agreement to include the Executive’s termination of employment for any reason during the 30-day period immediately following the first anniversary of a change of control; and
     WHEREAS, the Company and Executive desire to amend the definition of “Good Reason” under the Agreement to eliminate the Executive’s termination of employment for any reason during the 30-day period immediately following the first anniversary of a change of control;
     NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the Company and Executive agree as follows:
     1. Section 5(c) of the Agreement is hereby amended to delete therefrom the following sentence:
“Anything in this Agreement to the contrary notwithstanding, a termination by the Executive for any reason where the Date of Termination (as defined below) is during the 30-day period immediately following the first anniversary of the Effective Date shall be deemed to be a termination for Good Reason for all purposes of this Agreement.”
     2. Except as expressly modified by the terms of this Amendment, the provisions of the Agreement shall continue in full force and effect.
     IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first above written.
     
 
  SENSIENT TECHNOLOGIES CORPORATION
 
   
ATTEST:
  By:                                                                                                                              
 
   
 
   
 
   
 
  Executive

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