8-K

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

Date of Report (Date of earliest event reported): February 16, 2011

SIGMA-ALDRICH CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-8135	43-1050617
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

3050 Spruce Street

St. Louis, Missouri 63103

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (314) 771-5765

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ 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.

Restricted Stock Unit Grants

On February 16, 2011, Sigma-Aldrich Corporation (the “Company”) awarded restricted stock units (“RSU”) to the following named executive officers, effective as of February 16, 2011:

• Franklin D. Wicks, President Research – 6,000 RSUs; and

• Gilles A. Cottier, President SAFC – 5,500 RSUs.

The awards of RSUs were made pursuant to the Company’s 2003 Long-Term Incentive Plan, as amended (the “LTIP”), listed as Exhibit 10(b) hereto and incorporated by reference herein, and the Restricted Stock Unit Agreement (the “RSU Agreement”), a form of which is filed herewith as Exhibit 10(a). Pursuant to the RSU Agreement, RSU awards are subject to the following terms:

• Each RSU represents the right to receive one share of the common stock of the Company, par value $1.00, to be issued and delivered at the end of the applicable vesting period, unless, before the vesting date (February 1, 2013):

• the recipient’s employment with the Company terminates for any reason other than an involuntary termination without cause (as defined in the LTIP), death or disability (as defined in the LTIP) or following a change of control (as defined in the LTIP), or

• the Board of Directors of the Company (the “Board”) determines that the recipient engaged in intentional conduct that caused or substantially caused the Company to restate the Company’s financial statements as filed with the Securities and Exchange Commission.

• In the event of an involuntary termination of employment by the Company without cause, death, or disability, a pro rata portion of all of the RSUs will vest, and the shares underlying such RSUs will be automatically issued and delivered on the termination date. Upon a change in control, all of the RSUs will vest, and the shares underlying such RSUs will be automatically issued and delivered on the earlier of termination of employment or the final vesting date (February 1, 2013).

• In the event the Board determines that the recipient engaged in intentional conduct during the period from February 1, 2013 through January 31, 2015 and such conduct caused or substantially caused the Company to restate the Company’s financial statements, then the recipient is required to pay to the Company the amount equal to the difference of the value of the shares as awarded on February 1, 2013 less any personal income taxes paid thereon.

• If any amount under the RSU is payable as a result of “separation from service” at such time as the recipient is a “specified employee” (as such terms are defined in Section 409A of the Internal Revenue Code of 1986, as amended) and such amount is subject to Section 409A, then no payment shall be made, except as otherwise permitted under Section 409A, prior to the first day of the seventh calendar month beginning after separation from service.

The foregoing is only a summary of the RSU Agreement and is qualified in its entirety by reference to a form of RSU Agreement, which is included as Exhibit 10(a) to this Current Report on Form 8-K and incorporated herein by reference.

Organizational Changes

On February 16, 2011, the Company announced the following changes in the responsibilities of certain executive officers, including Franklin D. Wicks, Managing Director-U.S & Canada and President, Research Essentials and Specialties, and David A. Smoller, President, Research Biotech:

• Franklin D. Wicks has been appointed President Research, and will assume responsibility for the entire portfolio of Research products, including those in Research Essentials, Research Specialties and Research Biotech. This newly combined Research strategic business unit will be responsible for product development and R&D; strategic marketing and branding; and global sourcing and operations strategies.

Dr. Wicks has been President of the Research Essentials and Specialties units of the Company since January 2009 and has also been Managing Director-U.S & Canada since January 2010. Previously, he served as President of the SAFC unit of the Company for more than five years.

• David A. Smoller, formerly President Research Biotech, has been appointed Chief Scientific Officer reporting to Dr. Wicks. In this new role, Dr. Smoller will be responsible for developing a global R&D strategy and footprint for all research and development initiatives as well as managing the Company’s intellectual property portfolio and licensing activity. He will continue to be responsible for developing and commercializing innovative products in emerging technologies of Biology.

Dr. Smoller has been President of the Research Biotech unit of the Company since July 2007. He served as Vice President Research & Development of the Company from June 2004 to June 2007. He served as Vice President of EMG Biosciences from August 2003 until June 2004.

No changes were made to the compensation arrangements with Dr. Wicks and Dr. Smoller in connection with the organizational changes described in this Item 5.02.

Item 7.01 Regulation FD Disclosure.

A copy of the February 16, 2011 press release announcing the organizational changes as described in Item 5.02 of this Form 8-K is furnished herewith as Exhibit 99(a).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

See Exhibit Index.

SIGNATURE

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.

Dated: February 23, 2011

SIGMA-ALDRICH CORPORATION
By:	/s/ George L. Miller
	George L. Miller
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
10(a)	Form of Restricted Stock Unit Agreement Under the 2003 Long-Term Incentive Plan as Amended.
10(b)	2003 Long-Term Incentive Plan, as amended and restated — Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed March 14, 2006, Commission File Number 0-8135.
99(a)	Sigma-Aldrich Corporation press release dated February 16, 2011.

EX-10.(A)

Exhibit 10.A

RESTRICTED STOCK UNIT AGREEMENT UNDER THE

2003 LONG-TERM INCENTIVE PLAN AS AMENDED

THIS AGREEMENT is made as of the      day of                     , 20     by and between Sigma-Aldrich Corporation (“Company”) and                      (“Awardee”).

WHEREAS, the Board of Directors of the Company (“Board of Directors”) has adopted and the shareholders of the Company have approved the 2003 Long-Term Incentive Plan, as amended (“Plan”) pursuant to which Other Stock-Based Awards, including Awards pursuant to which common stock of the Company (“Common Stock”) may be acquired by employees of the Company and its subsidiaries in the future; and

WHEREAS, the Company desires to make a restricted stock unit award to the Awardee of                      (            ) restricted stock units under the terms hereinafter set forth:

NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1. Award Subject to Plan. This award is made under, and is expressly subject to, all the terms and provisions of the Plan, a copy of which has been given to Awardee and which terms are incorporated herein by reference.

2. Terms of Award. Pursuant to action of the Compensation Committee of the Board of Directors, which action was made effective on                     , 20     (“Date of Award”), the Company awards to the Awardee                      (            ) restricted stock units (“Restricted Stock Units”), subject to the terms, conditions, and adjustments set forth in this Restricted Stock Unit Agreement (“Agreement”) and the Plan. Each Restricted Stock Unit represents the right to receive one share of the Common Stock of the Company (“Share”) to be issued and delivered at the end of the Vesting Period, subject to the risk of forfeiture described herein. The Restricted Stock Units are subject to forfeiture and cancellation without payment therefore for a period commencing on the Date of Award and ending on February 1, 2013 (“Vesting Period”), in the event the following occurs:

a. if the Awardee’s employment with the Company terminates during the Vesting Period for any reason other than an involuntary termination of the Awardee’s employment by the Company without Cause (as defined in the Plan), death or Disability (as defined in the Plan) or following a Change of Control, or

b. The Board of Directors of the Company determines the Awardee engaged in intentional conduct that caused or substantially caused the Company to restate the Company’s financial statements as filed with the Securities and Exchange Commission.

In the event either of the foregoing forfeiture triggers shall occur, the Restricted Stock Units shall not vest and shall become forfeited for no value and without any issuance of Shares. If neither of the above described forfeiture triggers occurs during the Vesting Period, the Restricted Stock Units shall become fully vested and the Shares underlying such Restricted Stock Units will be automatically issued and delivered on the last day of the Vesting Period, provided that the Awardee remains employed with the Company through such date.

3. Effect of Change of Control or Termination without Cause, Disability or Death. In the event of the Awardee’s termination of employment on account of an involuntary termination of employment by the Company without Cause, death, or Disability while employed with the Company during the Vesting Period, a pro rata portion of all of the Restricted Stock Units described in Section 2 above shall vest, and the Shares underlying such Restricted Stock Units will be automatically issued and delivered on the date of such termination of employment. Such prorated amount shall be based on the number of months in the Vesting Period during which the Awardee is employed with the Company, and the Awardee shall be deemed to be employed for an entire month if the Awardee is so involuntarily terminated, dies or suffers a Disability during such month while employed during the Vesting Period. Upon the occurrence of a Change in Control while the Awardee is employed with the Company during the Vesting Period, all of the Restricted Stock Units described in Section 2 above shall vest, and the Shares underlying such Restricted Stock Units will be automatically issued and delivered on the earlier of the Awardee’s termination of employment with the Company or the last day of the Vesting Period.

4. No Shareholder Rights. No rights of a shareholder shall exist with respect to the Restricted Stock Units as a result of the mere grant of the Restricted Stock Units. Such rights shall exist only after issuance of the Shares. Without limiting the foregoing, the Awardee shall not be entitled to receive, currently or on a deferred basis, any payments equivalent to cash, stock or other property paid by the Company as dividends on the Company’s common stock prior to the issuance of the Shares.

5. Withholding. The Awardee is responsible for any taxes required to be withheld under Federal, state, or local law in connection with the vesting of the Restricted Stock Units, the issuance and delivery of Shares to the Awardee, or any other event occurring pursuant to this Restricted Stock Unit Agreement or the Plan. The Company shall withhold from any payment hereunder an amount of Shares sufficient to cover any required withholding taxes due at the time such Shares are otherwise due to be issued and delivered hereunder to the extent required by minimum statutory withholding requirements.

6. Clawback. In the event the Board of Directors of the Company determines that the Awardee engaged in intentional conduct for the period commencing on February 1, 2013 and for two years thereafter ending January 31, 2015 and such conduct caused or substantially caused the Company to restate the Company’s financial statements as filed with the Securities and Exchange Commission, then the Awardee shall pay to the Company the amount equal to the difference of the value of the Shares as awarded on February 1, 2013 less any personal income taxes paid thereon.

7. Definitions; Copy of Plan. To the extent not specifically defined in this Agreement all capitalized terms used in this Agreement will have the same meanings ascribed to them in the Plan. By execution of this Agreement, the Awardee acknowledges receipt of a copy of the Plan.

8. Board Administration. This award has been made pursuant to a determination made by the Compensation Committee of the Board of Directors, and such Committee or any successor or substitute authorized in accordance with the Plan, and subject to the express terms of this Agreement, shall have plenary authority to interpret any provision of this Agreement and to make any determinations necessary or advisable for the administration of this Agreement and may waive or amend any provisions hereof in accordance with the Plan.

9. Amendment. This Agreement may be amended, in whole or in part, at any time by the Compensation Committee in accordance with the Plan.

10. Non-Transferability. This Restricted Stock Unit Award may not be assigned, transferred, or in any way encumbered except by will or the laws of descent and distribution.

11. Section 409A. It is intended that this Agreement shall be administered in a manner that will comply with or meet an exception from Section 409A of the Code, and this Agreement shall be administered and interpreted in accordance with such intent. The Committee may adopt rules deemed necessary or appropriate to qualify for an exception from or to comply with the requirements of Section 409A of the Code. Notwithstanding anything in this Section to the contrary, no amendment to or payment under this Agreement will be made unless permitted under Section 409A of the Code. If any amount shall be payable hereunder as a result of the Awardee’s “separation from service” at such time as the Awardee is a “specified employee” (as those terms are defined for purposes of Section 409A of the Code) and such amount is subject to the provisions of Section 409A of the Code, then no payment shall be made, except as permitted under Section 409A of the Code, prior to the first day of the seventh calendar month beginning after the Awardee’s separation from service, provided that, payment shall be made sooner upon the date of the Awardee’s earlier death following such separation from service.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and the Awardee has signed this Agreement to evidence the Awardee’s acceptance of the terms hereof, all as of the date first above written.

SIGMA-ALDRICH CORPORATION

By:

Name:

Title:

EX-99.(A)

Exhibit 99.A

3050 Spruce Street, St. Louis, MO 63103 USA

Tel: (800) 521-8956 (314) 771-5765 Fax: (800) 325-5052 (314) 771-5757

FOR IMMEDIATE RELEASE	FORWARD INQUIRIES TO:
February 16, 2011	Kirk Richter
	Vice President, Treasurer & Interim CFO
	Sigma-Aldrich
	314.286.8004

SIGMA-ALDRICH ANNOUNCES ORGANIZATIONAL CHANGES

St. Louis, MO - Sigma-Aldrich^® Corporation (Nasdaq: SIAL) announces the following executive leadership appointments intended to more closely align its corporate structure with its strategic plan.

Frank Wicks, President Research, will assume responsibility for the entire portfolio of Research products, including those in Research Essentials, Research Specialties and Research Biotech. This newly combined Research strategic business unit will be responsible for product development and R&D; strategic marketing and branding; and global sourcing and operations strategies. This new organization will better enable the Company to accelerate strategic initiatives in defined key areas of focus: Analytical, Biology and Chemistry with an added emphasis on the fast growing materials science market. Wicks will continue to report to the CEO, Rakesh Sachdev.

David Smoller, formerly President Research Biotech, has been appointed Chief Scientific Officer reporting to Frank Wicks. In this new role, Smoller will be responsible for developing a global R&D strategy and footprint for all research and development initiatives as well as managing our intellectual property portfolio and licensing activity. He will continue to be responsible for developing and commercializing innovative products in emerging technologies of Biology and will leverage his successes in bringing new technologies to market in the area of materials science.

Gerrit van den Dool has been promoted to Vice President and Managing Director US and Canada Region. He will have responsibility for the execution of our Research business strategy as well as supporting the SAFC business in US/Canada including sales, service, distribution, manufacturing and compliance. Prior to relocating from Germany to the US in 2007 to head-up North America sales and Global Accounts, van den Dool successfully led European Sales and Operations. Mike Harris and Eric Green will continue as Vice Presidents and Managing Directors of the Europe, Middle East, Africa (EMEA) and International regions, respectively, and, with van den Dool, will report to the CEO.

Gilles Cottier, President SAFC, will continue to lead the global SAFC organization and report to the CEO. Cottier and his team are responsible for developing and executing the global strategies to enhance the bio-science, custom Pharma, high-tech and supply solutions businesses.

Rakesh Sachdev, President and CEO stated “We expect this new organization to significantly enhance the organic growth of our core Research and SAFC businesses. This proven leadership team is best situated to execute the key legs of our growth strategy while driving operational excellence and deploying our financial strength to boost growth through acquisitions.”

About Sigma-Aldrich: Sigma-Aldrich is a leading Life Science and High Technology company. Our biochemical and organic chemical products and kits are used in scientific research, including genomic and proteomic research, biotechnology, pharmaceutical development, and as key components in pharmaceutical, diagnostic and other high technology manufacturing. We have customers in life science companies, university and government institutions, hospitals and in industry. Over one million scientists and technologists use our products. Sigma-Aldrich operates in 40 countries and has 7,900 employees providing excellent service worldwide. We are committed to accelerating our Customers’ success through leadership in Life Science, High Technology and Service. For more information about Sigma-Aldrich, please visit our award winning web site at www.sigma-aldrich.com.

Enabling Science to Improve the Quality of Life