Amendment No. 2 to Sensient Technologies Corporation Amended and Restated Change of Control Employment and Severance Agreements

Summary

This amendment updates the definition of "annual bonus" in Sensient Technologies Corporation's Change of Control Employment and Severance Agreements with certain executives. The new definition ensures that, if a change of control occurs, the executive's annual bonus will be at least equal to the highest bonus received in the last five years or after the executive turns 50, whichever is greater. This change is effective as of December 1, 2005, and aims to provide greater financial security to executives in the event of a company change of control.

EX-10.5 6 c00490exv10w5.htm AMENDMENT TO AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AND SEVERENCE AGREEMENTS exv10w5

Exhibit 10.5

Amendment No. 2
To the Sensient Technologies Corporation
Amended and Restated Change Of Control
Employment and Severance Agreements

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

WHEREAS, “annual bonus” is defined under the Agreements as a bonus in cash at least equal to the highest bonus award, if any, paid to the Executives under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers on any one of the last five annual bonus payment dates immediately preceding the Company’s change of control; and

WHEREAS, the Company desires to revise the Agreements to define “annual bonus,” effective as of December 1, 2005, as the greater of the highest bonus award paid to the Executives under the Company’s Management Incentive Plan for Division Presidents or the Company’s Incentive Compensation Plan for Elected Corporate Officers on any one of the last five annual bonus payment dates immediately preceding the Company’s change of control, or on any one annual bonus payment date coinciding with or following the date on which the Executives attain age 50 and preceding the Company’s change of control;

NOW THEREFORE, the first sentence of Section 4(b)(ii) is amended in its entirety, effective as of December 1, 2005, to read as follows:

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 greater of the highest bonus, if any, paid to the Executive 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, on: any one of the last five annual bonus payment dates immediately preceding the Effective Date; or any one annual bonus payment date coinciding with or following the date on which the Executive attains age 50 and preceding the

Effective Date (the “Recent Annual Bonus”).

IN WITNESS WHEREOF, this Amendment is duly executed this day of 2005.


		SENSIENT TECHNOLOGIES CORPORATION

ATTEST:		By:




		Executive

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