SENSIENT TECHNOLOGIES CORPORATION (a Wisconsin Corporation) 2017 Stock Plan RESTRICTED STOCK AGREEMENT
Exhibit 10.1
SENSIENT TECHNOLOGIES CORPORATION
(a Wisconsin Corporation)
2017 Stock Plan
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Grantee:
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Grantee’s Address:
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Grant Date:
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Sensient Technologies Corporation, a Wisconsin corporation (the “Company”), and the above-named Grantee hereby agree as follows:
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(a) In the event that the Grantee
terminates his or her employment with the Company because of normal retirement (under the terms of the Company’s Employee Stock Ownership Plan (“ESOP”) in effect on the date of such termination of employment (or on the date the ESOP is
terminated if not then in effect)), the Period of Restriction with respect to any shares of Restricted Stock held by the Grantee shall automatically terminate and (except as otherwise provided in the Plan) such shares shall thereafter be free
of restrictions and freely transferable.
(b) In the event that the Grantee
terminates his or her employment with the Company because of “early retirement” (under the terms of the ESOP in effect on the date of such termination of employment (or on the date the ESOP is terminated if not then in effect)) the Committee
may, in its sole discretion, waive the Period of Restriction and/or add such new restrictions to the Restricted Stock as it deems appropriate.
(c) In the event the Grantee terminates
his or her employment with the Company because of death or Disability during the Period of Restriction, the Period of Restriction shall terminate automatically with respect to that number of shares of Restricted Stock (rounded to the nearest
whole number) equal to the total number of shares of Restricted Stock granted multiplied by the number of full months which have elapsed since the Grant Date divided by the maximum number of full months of the Period of Restriction. All
remaining shares of Restricted Stock shall be forfeited; provided, however, that the Committee may, in its sole discretion, waive the restrictions remaining on all such
remaining shares. “Disability” means the permanent and total inability, by reason of physical or mental infirmity, or both, of the Grantee to perform the work customarily assigned to him or her by the Company. The determination of the
existence or nonexistence of a Disability shall be made by the Committee based on satisfactory medical evidence.
(d) In the event the employment of the
Grantee with the Company is terminated by any reason other than death, Disability, normal retirement, or early retirement prior to the expiration of the Period of Restriction, then the Restricted Stock shall be automatically forfeited by the
Grantee.
(a) If, at any time after the Grant Date,
the Grantee engages in any act in violation of any agreement between Grantee and the Company (whether executed prior to, simultaneous with, or after the date of this Agreement) having the effect or purpose of prohibiting or restricting all or
any of (A) the disclosure by Grantee of confidential information obtained from the Company or any subsidiary; (B) activities by the Grantee in competition with the Company or any subsidiary; or (C) solicitation by the Grantee of customers of
the Company or any subsidiary in competition with the Company or any subsidiary (including, without limitation, any agreement entitled “Confidentiality and IP Protection Agreement”), or any amendment thereto or extension thereof or successor
or replacement agreement, then notwithstanding any other terms of this Grant:
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(i) If the Period of Restriction has not
then expired, the Restricted Stock shall automatically be forfeited by the Grantee; and
(ii) If the Period of Restriction expired
prior to the termination date of the agreement referred to in the introductory portion of this subparagraph (a), the Grantee shall be obligated to pay to the Company the Restricted Stock Value. “Restricted Stock Value” shall mean the total
market value of the shares of Restricted Stock as determined based upon the closing price of the Company’s common stock on the New York Stock Exchange on the expiration date of the Period of Restriction.
(b) Notwithstanding the foregoing, this
Section 7 shall immediately become null and void and of no further force and effect upon the occurrence of a Change of Control.
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(a) The Plan is established voluntarily by
the Company; it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time. This grant of Restricted Stock is voluntary and occasional and does not create any contractual or other right to
receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past. All decisions with respect to future awards, if any, including, but not limited to, the times when awards will be
granted, the number of shares subject to each award, the award price, if any, and the time or times when each award will be settled, will be at the sole discretion of the Company.
(b) This grant of Restricted Stock is an
extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company and which is outside the scope of the Grantee’s employment contract, if any. This grant of Restricted Stock is not part of
normal or expected compensation or salary for any purpose, including, but not limited to, calculating any benefits, severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments, and Grantee will have no entitlement to compensation or damages as a consequence of the forfeiture of any unvested portion of this grant of Restricted Stock as a result of the termination of Grantee’s employment
by the Company for any reason. The future value of the underlying shares of common stock is unknown and cannot be predicted with certainty. In the event of termination of the Grantee’s employment (whether or not in breach of contract or
local labor laws and whether or not later found invalid) under Section 5(d) hereof, the Grantee’s right to receive Restricted Stock Units and vest under the Plan, if any, will terminate effective as of the date of the voluntary or involuntary
termination of active employment. The Company shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of this grant of Restricted Stock.
(c) The Grantee’s participation in the
Plan is voluntary and discretionary. Acceptance of this grant of Restricted Stock is not a condition of continued employment with the Grantee’s employer. In the event that the Grantee’s employer is not the Company, the grant of Restricted
Stock will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of Restricted Stock will not be interpreted to form an employment contract with the Grantee’s employer or any
subsidiary.
(d) In consideration of this grant of
Restricted Stock, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock or diminution in value of this grant of Restricted Stock or any of the shares of common stock issuable under this Grant
from termination of the Grantee’s employment by the Company or the Grantee’s employer, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws and whether or not later found invalid), and the
Grantee irrevocably releases the Company and its parent and subsidiaries, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then,
by signing this Agreement, the Grantee shall be deemed to have irrevocably waived his or her entitlement to pursue such claim.
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[Signature page follows]
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IN WITNESS WHEREOF, the
parties have executed this Restricted Stock Agreement, in duplicate, as of the date of grant shown above.
SENSIENT TECHNOLOGIES CORPORATION
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By:
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VP, Human Resources and Senior Counsel
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Grantee
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