AWARD AGREEMENT SENSATA TECHNOLOGIES HOLDING N.V. (the "Company") PERFORMANCE RESTRICTED STOCK UNITS Date: MM/DD/YY Issue to: Name ("Participant") #,### Performance Restricted Stock Units of the Company (the Units). Each Unit represents the right to potentially receive one Ordinary Share, par value 0.01 per Ordinary Share.

EX-10.2 2 exhibit102_033116.htm 2016 PRSU AGREEMENT Exhibit

Exhibit 10.2

AWARD AGREEMENT

SENSATA TECHNOLOGIES HOLDING N.V.
(the "Company")

PERFORMANCE RESTRICTED STOCK UNITS

Date: MM/DD/YY

Issue to:

Name ("Participant")

#,### Performance Restricted Stock Units of the Company (the “Units”). Each Unit represents the right to potentially receive one Ordinary Share, par value €0.01 per Ordinary Share.

The foregoing Units are "Performance Awards" as such term is defined in the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan ("Plan"), and such Performance Awards are subject to all of the terms and conditions of the Plan in effect from time to time, except as otherwise provided herein. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan.

The Performance Period for this award is from Insert three year performance period. Vesting of the Units occurs after three years from the Grant Date, Month Day, Year contingent upon meeting the performance criteria described in the following pages.

The foregoing Units will be subject to performance vesting and will vest only so long as the Participant remains employed by the Company or one of its Subsidiaries continuously through the third anniversary of the grant date (“Vesting Date”). In the event of a change in control, the PRSUs will convert to time-based RSUs based on the greater of the target value or the sum of the banked tranches plus one third of the target for those years where banking has not occurred. Vesting of the time-based RSUs will assume the vesting schedule of the original PRSU award. The time-based RSUs as so converted:


•	Will be accelerated if within the 24 month period following the Change in Control, the recipient is terminated by the Company or the continuing entity without Cause or if the recipient voluntarily terminates employment with Good Reason;


•	Will be accelerated at the Change in Control if awards are not assumed or replaced by the acquirer/continuing entity or terms deemed by the Compensation Committee to be appropriate; and


•	Will occur on the third anniversary of the Date of Grant, if vesting has not otherwise been accelerated as provided above

The number of Units that will vest and the number of Ordinary Shares to be issued to the Participant on the Vesting Date will be determined based upon the Company’s Adjusted Net Income Per Diluted Share (“EPS”) at each fiscal year end following the Grant Date (“Performance Year”), then adjusted based on the Return on Invested Capital (“ROIC”) for the same year, as set forth in the tables below.

The Units will bank, or accrue as follows:

On the first anniversary of the Grant Date: Between 0% and 100% of 1/3 of the Units will be banked, or accrued, contingent on attainment of YYYY (“Year 1) EPS and adjusted by the ROIC Performance Multiplier for Year 1, as depicted in the tables below.

On the second anniversary of the Grant Date: Between 0% and 125% of 1/3 of the Units will be banked, or accrued, contingent on attainment of YYYY (“Year 2”) EPS and adjusted by the ROIC Performance Multiplier for Year 2, as depicted in the tables below.

On the third anniversary of the Grant Date: Between 0% and 150% of 1/3 of the Units will be banked, or accrued, contingent on attainment of YYYY (“Year 3”) EPS and adjusted by the ROIC Performance Multiplier for Year 3, as depicted in the tables below.



Performance	Year 1		Year 2		Year 3
% of Target	EPS Target	EPS Performance Multiplier	EPS Target	EPS Performance Multiplier	EPS Target: $3.51	EPS Performance Multiplier
<90%		0%		0%		0%
90%	Threshold	50%	Threshold	50%	Threshold	50%
100%	Target	100%	Target	100%	Target	100%
110%	Maximum	100%	Maximum	125%	Maximum	150%
	Year 1		Year 2		Year 3
	% of ROIC Target	ROIC Performance Modifier	% of ROIC Target	ROIC Performance Modifier	% of ROIC Target	ROIC Performance Modifier
	< 100%	.85	< 100%	.85	< 100%	.85
	100% - 150%	1.00	100% - 150%	1.00	100% - 150%	1.00
	> 150%	1.15	> 150%	1.15	> 150%	1.15



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On the Vesting Date, the greater of the following amounts will become vested and payable:


(1)	The cumulative number of Units banked, or


(2)	If EPS exceeds the Adjusted EPS Target and ROIC is 100% of target or greater at the end of year 3, the product of the Units, the Year 3 EPS multiplier and the Year 3 ROIC modifier

The number of Units banked for each Performance Year based on the EPS performance will be interpolated on a straight line basis, and adjusted by the ROIC performance modifier, based on the chart above and rounded to the nearest whole Unit

ROIC = Year End Net Operating Profit After Tax (“NOPAT”)/Total Invested Capital

NOPAT = Adjusted EBIT minus cash taxes

Total Invested Capital = Average Trailing 5 Quarters of (Shareholder Equity + Total Long Term Debt + Deferred Taxes) minus (Long Term Capital Leases & Other Obligations)

EPS includes the repurchase of ordinary shares, but excludes the results of any acquisitions that close post Q2, in the first year of its acquisition. For example, if an acquisition closed on October 1, 2016, EPS for 2016 will exclude the results of the acquired business for the period from October 1, 2016 to December 31, 2016.

If Participant ceases to be employed by the Company or any of its Subsidiaries prior to the Vesting Date set forth above, Participant's unvested Units shall not vest and all Units, including all banked Units, shall be forfeited on the Termination Date.

For valuable consideration, receipt of which is acknowledged, Participant agrees to the following additional terms and conditions:


1.	Non-Transferability. Units may not be transferred.


2.	No Dividends. Participant shall not be entitled to receive dividends or dividend equivalents with respect to the number of Ordinary Shares covered by the Units.


3.	No Security Holder Rights. Participant shall have no rights as a security holder with respect to the Units.

Taxes. The Participant acknowledges that the Company has the right to require Participant to remit to the Company an amount sufficient to satisfy his or her minimum federal, state, local and foreign withholding tax requirements, or to deduct from all payments under the Plan amounts sufficient to satisfy such minimum withholding tax requirements. Participant further acknowledges that the ultimate liability for all federal, state, local and foreign income taxes, social insurance, payroll tax, or other tax-related



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items related to the Participant’s participation in the Plan is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company.


5.	Withholding. Participant authorizes the Company and/or its Subsidiaries, or their respective agents, at their discretion, to satisfy the Participant’s tax obligations that must be withheld by the Company and/or its Subsidiaries by withholding in Ordinary Shares to be issued upon vesting of the Units, or in the sole discretion of the Company, by any other appropriate method.

Data Protection. Participant consents to the collection and processing of Personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. “Personal data” shall include but may not be limited to, data about participation in the Plan and securities offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Units were granted, Participant’s name and address) about the Participant and his or her participation in the Plan. Participant accepts that the Personal data will be administered and processed by the Company or any other agent or person designated by the Company. Participant is entitled to request access to the data referring to the Participant and held by the Company and to request the amendment or deletion of such data. Participant also gives express consent to the Company to transfer and process his/her Personal data to the United States in accordance with the applicable laws and regulations of the United States even if the level of Personal data protection in the United States may be lower than in the Participant’s country. Participant acknowledges that he/she is free to withdraw his/her consent at any time.


7.	Language. Participant acknowledges that the Plan and Award Agreement are provided in English only and waives his/her right to translated Plan documentation.

Discretionary Nature of Benefit; No Right to Continued Employment; No Entitlement to Future Awards. Participant understands that under the Award Agreement, grants of Units are made at the complete discretion of the Company pursuant to the Plan. The offer to participate in the Plan does not constitute an acquired right. Nothing in this Award Agreement shall confer on any Participant any right to continue in the employment of the Company or its Subsidiaries or interfere in any way with the right of the Company or its Subsidiaries to terminate such Participant’s employment at any time for any reason or to continue such Participant’s present (or any other) rate of compensation. The grant of an Award to any Participant is a one-time benefit and shall not create any rights in such Participant to any subsequent Awards by the Company, no Award hereunder shall be considered a condition of such Participant’s employment, and no profit with respect to an Award shall be considered part of such Participant’s salary or compensation under any severance statute or other applicable law.


9.	Non-Compete/Non-Solicit. Notwithstanding the aforementioned, Participant agrees that for a period of twelve (12) months after Termination, Participant will not directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee,



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director, joint venturer, investor, lender, consultant, or in any other capacity whatsoever:

provide services to or be employed by any competing business or develop, design, produce, market, sell or render (or assist any person or entity in developing, designing, producing, marketing, selling or rendering) products or services competitive with those developed, designed, produced, marketed, sold or rendered by Company or one of its Subsidiaries while Participant was employed by Company or one of its Subsidiaries;


ii.	solicit, divert or take away or attempt to divert or to take away, the business or patronage of any of the clients, customers or accounts or prospective clients, customers or accounts of Company or one of its Subsidiaries; or


iii.	recruit, solicit or hire any employee of Company or one of its Subsidiaries or induce or attempt to induce any employee of Company or one of its Subsidiaries to terminate or cease his or her employment with Company or one of its Subsidiaries.

This agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same agreement.

* * * *

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has executed this agreement effective as of the date first above written.

SENSATA TECHNOLOGIES HOLDING N.V.

By:

__________________________

Name: Martha Sullivan

Title: President & Chief Executive Officer

Accepted and Agreed:

____________________________

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