8-K

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

October 14, 2004
(Date of Report/Date of earliest event reported)

SENSIENT TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

WISCONSIN	1-7626	39-0561070
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 14, 2004, the board of directors of Sensient Technologies Corporation (the “Company”) approved amendments to the Company’s Supplemental Executive Retirement Plans A and B (the “Plans”) and the forms of the Company’s Amended and Restated Change in Control and Severance Agreements (the “Agreements”). The Plans cover certain of the Company’s executive officers, and the Company has signed an Agreement with each executive officer and one other officer.

The amendments revise the definition of “final compensation” in the Plans and “recent annual bonus” in the Agreements to clarify the five year period which would be used to determine the “highest bonus award” as provided in those definitions. While the Company does not believe the amendments are necessarily material, it has nonetheless chosen to report the amendments in this Form 8-K. Copies of the amendments are attached as Exhibits 10.1, 10.2 and 10.3, respectively, hereto and are incorporated in this Item 1.01 by reference.

ITEM 5.05 AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION TO THE CODE OF ETHICS

On October 14, 2004, the board of directors of the Company amended the Company’s Code of Conduct for U.S. Employees (the “Code of Conduct”) to provide that the “pre-clearance,” “window period,” and “ad-hoc blackout period” portions of the Code of Conduct that apply to directors, elected officers and certain other persons will not apply to transactions that occur pursuant to and in accordance with a Company approved Rule 10b5-1 trading plan that is entered into at a time when the covered person is not aware of any material nonpublic information regarding the Company. A copy of the amendment is attached as Exhibit 14.1 hereto and is incorporated in this Item 5.05 by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 10.1:	Amendment No. 1 to the Sensient Technologies Corporation Supplemental Executive Retirement Plan A
Exhibit 10.2:	Amendment No. 1 to the Sensient Technologies Corporation Supplemental Executive Retirement Plan B
Exhibit 10.3:	Amendment No. 1 to the form of Sensient Technologies Corporation Amended and Restated Change in Control Employment and Severance Agreement
Exhibit 14.1:	Sensient Technologies Corporation Amendment to Code of Conduct for Form 10b5-1 Plans

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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:	Vice President, Secretary and General Counsel
Date: October 15, 2004

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EXHIBIT INDEX

Exhibit 10.1:	Amendment No. 1 to the Sensient Technologies Corporation Supplemental Executive Retirement Plan A
Exhibit 10.2:	Amendment No. 1 to the Sensient Technologies Corporation Supplemental Executive Retirement Plan B
Exhibit 10.3:	Amendment No. 1 to the form of Sensient Technologies Corporation Amended and Restated Change in Control Employment and Severance Agreement
Exhibit 14.1:	Sensient Technologies Corporation Amendment to Code of Conduct for Form 10b5-1 Plans

EX-10.1

Exhibit 10.1

Amendment No. 1

To The Sensient Technologies Corporation

Supplemental Executive Retirement Plan A

     WHEREAS, Sensient Technologies Corporation (the “Company”) sponsors the Sensient Technologies Corporation Supplemental Executive Retirement Plan A (the “Plan”); and

     WHEREAS, the Company desires to revise the definition of “final compensation” to clarify the meaning of the term “highest bonus award” in such definition;

     NOW THEREFORE, Section 2.D is amended in its entirety to read as follows effective as of October 14, 2004;

“D. “Final Compensation” means the greater of:

1. the Executive’s annual base salary as in effect, prior to reduction for the Executive’s contributions to this Plan, as of, as applicable, the date of his or her death or retirement, or the date immediately preceding the Company’s change of control, plus 50% (100% if the Executive has at any time been the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) of the highest bonus award, if any, paid to the Executive pursuant to, as applicable, the Sensient Technologies Corporation Management Incentive Plan for Division Presidents or the Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers during on the last five annual bonus payment dates fiscal years of the Company immediately preceding or coinciding with, as applicable, the date of the Executive’s death or retirement, or the date immediately preceding of the Company’s change of control (annualized in the event the Executive was not employed by the Company for the entire fiscal year of any such fiscal year or in the event any such fiscal year was a short fiscal year consisting of less than 12 full months) ; or

2. the Executive’s average annual base salary as in effect, prior to reduction for the Executive’s contributions to this Plan, during the 60 highest paid consecutive calendar months of the last 120 calendar months immediately preceding, as applicable, the date of his or her death or retirement, or the date immediately preceding the Company’s change of control, plus 50% (100% if the Executive has at any time been the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) of the highest bonus award, if any, paid to the Executive pursuant to, as applicable, the Sensient Technologies Corporation Management Incentive Plan for Division Presidents or the Sensient Technologies Corporation Incentive Compensation Plan for

Elected Corporate Officers duringon the last five fiscal years of the Company annual bonus payment dates immediately preceding or coinciding with, as applicable, the date of the Executive’s death or retirement, or the date immediately proceding of the Company’s change of control(annualized in the event the Executive was not employed by the Company for the entire fiscal year of any such fiscal year or in the event any such fiscal year was a short fiscal year consisting of less than 12 full months).”

     IN WITNESS WHEREOF, this Amendment is duly executed this 14^th day of October, 2004.

SENSIENT TECHNOLOGIES CORPORATION
By:	/s/

ATTEST:

/s/

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EX-10.2

Exhibit 10.2

Amendment No. 1

To The Sensient Technologies Corporation

Supplemental Executive Retirement Plan B

     WHEREAS, Sensient Technologies Corporation (the “Company”) sponsors the Sensient Technologies Corporation Supplemental Executive Retirement Plan B (the “Plan”); and

     WHEREAS, the Company desires to revise the definition of “final compensation” to clarify the meaning of the term “highest bonus award” in such definition;

     NOW THEREFORE, Section 2.D is amended in its entirety to read as follows effective as of October 14, 2004;

“D. “Final Compensation” means the greater of:

(i) the Executive’s annual base salary as in effect, prior to reduction for the Executive’s contributions to this Plan, as of, as applicable, the date of his or her death or retirement, or the date immediately preceding the Company’s change of control, plus 50% (100% if the Executive has at any time been the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) of the highest bonus award, if any, paid to the Executive pursuant to, as applicable, the Sensient Technologies Corporation Management Incentive Plan for Division Presidents or the Sensient Technologies Corporation Incentive Compensation Plan for Elected Corporate Officers during on the last five fiscal years of the Companyannual bonus payment dates immediately preceding or coinciding with, as applicable, the date of the Executive’s death or retirement, or the date immediately precedingof the Company’s change of control (annualized in the event the Executive was not employed by the Company for the entire fiscal year of any such fiscal year or in the event any such fiscal year was a short fiscal year consisting of less than 12 full months); or

(ii) the Executive’s average annual base salary as in effect, prior to reduction for the Executive’s contributions to this Plan, during the 60 highest paid consecutive calendar months of the last 120 calendar months immediately preceding, as applicable, the date of his or her death or retirement, or the date immediately preceding the Company’s change of control, plus 50% (100% if the Executive has at any time been the Company’s Chief Executive Officer, Chief Operating Officer or Chief Financial Officer) of the highest bonus award, if any, paid to the Executive pursuant to, as applicable, the Sensient Technologies Corporation Management Incentive Plan for Division Presidents or the Sensient Technologies Corporation Incentive Compensation Plan for

Elected Corporate Officers during on the last five annual bonus payment dates fiscal years of the Company immediately preceding or coinciding with, as applicable, the date of the Executive’s death or retirement, or the date immediately precedingof the Company’s change of control (annualized in the event the Executive was not employed by the Company for the entire fiscal year of any such fiscal year or in the event any such fiscal year was a short fiscal year consisting of less than 12 full months).”

     IN WITNESS WHEREOF, this Amendment is duly executed this 14th day of October, 2004.

SENSIENT TECHNOLOGIES CORPORATION
By:	/s/

ATTEST:

/s/

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EX-10.3

Exhibit 10.3

Amendment No. 1 to the Sensient Technologies

Corporation Amended and Restated Change of Control

Employment and Severance Agreement

     WHEREAS, Sensient Technologies Corporation (the “Company”) has entered into Amended and Restated Change of Control Employment and Severance Agreements (the “Agreements”) with certain executives of the Company (the “Executives”); and

     WHEREAS, the Company desires to revise the definition of “recent annual bonus” to clarify the term “highest bonus award” in such definition;

     NOW THEREFORE, subject to the consent of the Executives, the Agreements are amended as hereinafter provided.

     1. Section 4(b)(ii) is amended in its entirety to read as follows:

     “Annual Bonus. In addition to Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to the Executive’s highest bonus, if any, earned paid under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers, or any comparable bonus under any predecessor or successor plan, during on the last five annual bonus payment datesfiscal years of the Company which end immediately preceding or coinciding withthe Effective Date (annualized in the event that the Executive was not employed by the Company for the whole of such fiscal year or in the event of a short fiscal year consisting of less than twelve months) (the “Recent Annual Bonus”). Each such Annual Bonus shall be paid no later than the end of the third month of the fiscal year next following the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus.”

     2. Section 4(b)(ix)(A) is amended in its entirety to read as follows:

     “In the event of a Change of Control, for purposes of calculating the Executive’s lump sum benefit under the Company’s Supplemental Executive Retirement Plan A and B (collectively, the “SERP”) the Executive will be deemed to have received three additional years of base salary in amounts equal to the Executive’s Annual Base Salary as of the Effective Date as increased for purposes of this subparagraph in each of such three years by the percentage increase (if positive) in the Executive’s Annual Base Salary from the year prior to the year which the Effective Date occurs to the year in which the Effective Date occurs. Notwithstanding anything in the SERP or in the Company’s Executive Income Deferral Plan (the “EIDP”) to the contrary, for purposes of determining the “annual bonus” amount for Final Compensation under Section 2.D or the SERP in the event of a payment under the SERP in connection with a Change of Control, the measurement period over of five annual bonus payment dates fiscal years referred to in Section 2.D of the SERP shall be the five-year period which endsfive annual bonus

payment dates immediately preceding or coinciding with the Effective Date as set forth in Section 4(b)(ii) of this Agreement, and the lump sum distribution payments under Sections 14(A)(1) and (2) of the SERP and Section X.A.(i) of the EIDP shall be made on the date of the Change of Control (if such lump sum distributions cannot be made with complete accuracy on the date of the Change of Control, the Company shall pay an estimate of the lump sum amounts on the date of the Change of Control and pay the balance as soon as practicable thereafter).”

     IN WITNESS WHEREOF, this Amendment is duly executed this     day of    , 2004.

SENSIENT TECHNOLOGIES CORPORATION

 
 

By:  

Executive

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EX-14.1

Exhibit 14.1

SENSIENT TECHNOLOGIES CORPORATION

AMENDMENT TO CODE OF CONDUCT
FOR FORM 10b5-1 PLANS

     The Sensient Technologies Corporation Code of Conduct for U.S. Employees is hereby amended by inserting in the “Insider Trading” section of the Appendix thereof a new bullet point following the “Additional Trading Prohibition” bullet point, to read as follows:

• Transactions Pursuant to Approved Rule 10b5-1 Trading Plans.

     Notwithstanding anything herein to the contrary, if a director or officer has entered into, and the Sensient board has approved, a
Rule 10b5-1 trading plan during a window period and at a time when that director or officer is not aware of any material nonpublic information regarding Sensient, the “pre-clearance,” “window period,” and “ad-hoc blackout period” bullet point provisions of this Code of Conduct shall not apply to transactions that occur pursuant to and in accordance with the Rule 10b5-1 trading plan. However, the “immediate reporting” and “additional trading prohibition” requirements of this Code of Conduct are not affected by this provision and will apply to those transactions.