AMENDED AND RESTATED EXECUTIVE EMPLOYMENT CONTRACT
Exhibit 10.1
AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT CONTRACT
EXECUTIVE EMPLOYMENT CONTRACT
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT CONTRACT (the “Amended Agreement”), made and
entered into as of the 17th day of August, 2007, amends and restates the Executive Employment
Contract dated as of December 1, 2005 (the “Original Agreement”), by and between Sensient
Technologies Corporation, a Wisconsin corporation (hereinafter referred to as the “Company”), and
Xxxxxxx X. Xxxxxxx (hereinafter referred to as “Executive”);
W I T N E S S E T H :
WHEREAS, the Executive is presently employed by the Company as its President, Chief Executive
Officer and Chairman of the Board of Directors of the Company (the “Board”);
WHEREAS, the Board recognizes that the Executive’s contribution to the growth and success of
the Company has been substantial;
WHEREAS, the Board desires to extend the term of employment of the Executive and to make
certain other changes to the Original Agreement relating to the continued service of the Executive
as a member of the Company’s management and as Chairman of its Board of Directors;
WHEREAS, the Executive and the Company intend that this Amended Agreement shall supersede and
replace the Original Agreement;
WHEREAS, the Executive and the Company intend that in the event of a Change of Control (as
defined in the Amended and Restated Change of Control Severance and Employment Agreement, made and
entered into as of November 11, 1999, as amended, by and between the Executive and the Company (the
“Change of Control Agreement”)), this Amended Agreement shall be superseded and replaced by the
Change of Control Agreement; and
WHEREAS, the Executive is willing to commit himself to continue to serve the Company, on the
terms and conditions herein provided;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
hereinafter set forth, the parties hereto mutually covenant and agree as follows:
1. Employment. The Company hereby agrees to continue to employ the Executive, and the
Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth
herein.
2. Term. The employment of the Executive by the Company as provided in Section 1 of this
Agreement will commence on the date hereof and end immediately following the Company’s 2011 Annual
Meeting of Shareholders to be held on April 21, 2011, unless further extended by mutual agreement
or sooner terminated as hereinafter provided (the “Employment Period”).
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3. Position and Duties.
(a) The Executive shall serve as President of the Company until the election of a new
President and Chief Operating Officer in accordance with the succession plan approved by the Board,
unless otherwise mutually agreed. Throughout that period and thereafter until the Company’s Annual
Meeting of Shareholders to be held on April 22, 2010, and unless otherwise mutually agreed, the
Executive shall serve as Chief Executive Officer of the Company and the Chairman of the Board and
shall have such responsibilities and authority as may from time to time be assigned to the
Executive by the Company’s Board of Directors consistent with his position as President and Chief
Executive Officer of the Company and Chairman of the Board. During the remainder of the Employment
Period and unless otherwise mutually agreed, the Executive shall serve as the Chairman of the Board
and shall have such responsibilities and authority as may from time to time be assigned to the
Executive by the Company’s Board of Directors consistent with his position as Chairman of the
Board.
(b) During the Employment Period, and excluding any periods of vacation and sick leave to
which the Executive is entitled, the Executive shall devote substantially all his working time and
efforts during normal business hours to the business and affairs of the Company and, to the extent
necessary to discharge the responsibilities assigned to the Executive under this Agreement, use the
Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently.
It shall not be considered a violation of the foregoing for the Executive to (A) serve on
corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (C) manage personal investments, so long as
such activities do not significantly interfere with the performance of the Executive’s
responsibilities as an employee of the Company in accordance with this Amended Agreement or
otherwise violate the provisions of Section 14.
4. Place of Performance. In connection with the Executive’s employment by the Company, the
Executive shall be based in Milwaukee, Wisconsin (at the principal executive offices of the
Company) except for required travel on the Company’s business to an extent substantially consistent
with his present business travel obligations.
5. Compensation and Related Matters.
(a) Base Salary. Except as provided below, during the Employment Period, the Company shall pay
to the Executive a salary at a rate of $845,500 per annum pursuant to the Company’s normal payroll
practices (the “Base Salary”). The Base Salary shall be reviewed on or before January 1 of each
year following the date of this Amended Agreement, while this Amended Agreement remains in force,
to ascertain whether in the judgment of the Board or such Committee to whom the Board may have
delegated authority, such Base Salary should be adjusted. Any adjustment shall occur only by mutual
agreement of the Company (acting with the approval of the Compensation Committee) and the
Executive. If so adjusted, the term Base Salary as utilized in this Amended Agreement shall refer
to the Base Salary as so adjusted. Compensation of the Executive by salary payments shall not be
deemed exclusive and shall not prevent the Executive from participating in any other compensation
or benefit plan of the Company. The Base Salary payments (including any adjusted salary payments)
hereunder shall not in any way limit or reduce any other obligation of the Company hereunder, and
no other
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compensation, benefit or payment hereunder shall in any way limit or reduce the obligation of
the Company to pay the Executive’s Base Salary hereunder.
(b) Annual Bonus. In addition to the annual Base Salary, the Executive shall be eligible to be
awarded, for each fiscal year or portion of a fiscal year ending during the Employment Period, an
annual bonus (the “Annual Bonus”) pursuant to the terms of the Company’s Incentive Compensation
Plan for Elected Corporate Officers, or any successor or replacement plan.
(c) Expenses. During the Employment Period, the Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by the Executive in performing services
hereunder, including all expenses of travel and living expenses while away from home on business or
at the request of and in the service of the Company, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the Company.
(d) Other Benefits. During the Employment Period: (i) the Executive shall be entitled to
participate in incentive, savings and retirement plans, practices, policies and programs of the
Company to an extent no less favorable than the participation provided generally to other senior
executives of the Company; and (ii) the Executive and/or the Executive’s family, as the case may
be, shall be eligible for participation in, and shall receive benefits under, welfare benefit
plans, practices, policies and programs provided by the Company (including, without limitation,
medical, prescription, dental, disability, employee life insurance, group life insurance,
accidental death and travel accident insurance plans and programs) to an extent no less favorable
than the participation and benefits provided to other senior executives of the Company (and/or
their families).
(e) Vacation. During the Employment Period, the Executive shall be entitled to paid vacation
that is no less favorable than the paid vacation provided generally to other senior executives of
the Company and to all paid holidays given by the Company to its other senior executives.
(f) Office and Support Staff. During the entire term of this Amended Agreement, the Company
shall furnish the Executive with office space, secretarial assistance and such other facilities and
services as shall be suitable to the Executive’s position and adequate for the performance of his
duties as set forth in Section 3.
(g) Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe
benefits and perquisites, which shall be no less favorable than the fringe benefits and perquisites
provided generally to other senior executives of the Company.
6. Offices. The Executive agrees to serve without additional compensation, if elected or
appointed thereto, as a director of the Company and any of its subsidiaries and in one or more
executive offices of any of the Company’s subsidiaries, provided that the Executive is indemnified
for serving in any such capacities on a basis no less favorable than is currently provided by the
Company’s By-laws.
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7. Death. If the Executive shall die during the Employment Period but prior to the delivery of
a Notice of Termination (as hereinafter defined) by the Company or by the Executive for Good Reason
(as hereinafter defined), the Company shall pay the Executive’s estate or legal representative,
within thirty days following the Executive’s Date of Termination (as hereinafter defined), a lump
sum payment equal to the sum of: (1) the accrued but unpaid portion of the Executive’s annual Base
Salary through the Date of Termination (i.e., the portion of the Base Salary for the period before
Executive’s death that remains unpaid), (2) the value of the Executive’s accrued, but unused,
vacation days (based on the Executive’s annual Base Salary) and (3) the product of (x) the average
annual bonus earned by the Executive for the three years immediately prior to the year in which the
Date of Termination occurs and (y) a fraction, the numerator of which is the number of full and
partial months in the fiscal year in which the Date of Termination occurs through the Date of
Termination, and the denominator of which is twelve, in each case to the extent not theretofore
paid (the “Bonus Amount”), and the Company shall have no further obligations to pay other benefits
under this Amended Agreement. The amounts described in clauses (1), (2) and (3) shall be
hereinafter referred to as the “Accrued Obligations.”
8. Disability.
(a) If during the Employment Period, the Company or the Executive terminates the Executive’s
employment due to the Executive’s Disability, the Company shall pay the Executive (1) within thirty
days following the Executive’s Date of Termination, a lump sum payment of the Accrued Obligations
and (2) commencing on the Date of Termination until April 21, 2011 or the termination of his
Disability, whichever is first to occur, such amounts which an individual in his earnings category
would be normally entitled to receive as full Long Term Disability (“LTD”) coverage under the
Company LTD plan then in effect, but not less than 60% of his Base Salary as determined under
Section 5(a) at the time of the Date of Termination. During the term of his Disability, the
Executive also shall receive the employee benefits (or service credits therefor, as the case may
be) he would have been entitled to receive, as provided in Section 5(d) (other than under incentive
plans). The obligation to provide the foregoing disability benefits shall survive the termination
of this Amended Agreement provided the Disability was incurred before termination, and the Company
shall have no further obligations to pay compensation or benefits under this Amended Agreement.
(b) For purposes of this Amended Agreement, “Disability” means that (i) the Executive has been
unable, for a period of 180 consecutive business days, to perform the Executive’s duties under this
Amended Agreement, as a result of physical or mental illness or injury, and (ii) a physician
selected by the Company or its insurers, and acceptable to the Executive or the Executive’s legal
representative, has determined that the Executive’s incapacity is total and permanent. A
termination of the Executive’s employment by the Company for Disability shall be communicated to
the Executive by written notice, and shall be effective on the 30th day after receipt of such
notice by the Executive (the “Disability Effective Date”), unless the Executive returns to
full-time performance of the Executive’s duties before the Disability Effective Date.
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9. Termination by the Company.
(a) Termination for Cause. The Executive’s employment may be terminated by the Board at any
time for Cause which shall be defined to mean (I) conviction of the Executive of any act of fraud,
theft or embezzlement or (II) the commission of any of the following acts by the Executive which is
substantially injurious to the Company: dishonesty, gross misconduct, willful disclosure of trade
secrets, gross dereliction of duty or other grave misconduct on the part of the Executive.
The Executive shall not be deemed to have been terminated for Cause without (i) reasonable
notice to the Executive setting forth the reasons for the Company’s intention to terminate for
Cause, (ii) an opportunity for the Executive, together with his counsel, to be heard before the
Board and (iii) delivery to the Executive of a Notice of Termination from the Board finding that in
the good faith opinion of the Board the Executive was guilty of conduct set forth above in this
Section 9(a), and specifying the particulars thereof in detail. In the event the Executive’s
employment is terminated for Cause, the Executive shall be entitled to his accrued and unpaid Base
Salary through the Date of Termination and shall forfeit his right to any and all compensation and
benefits he would otherwise have been entitled to receive under this Amended Agreement.
(b) Termination without Cause. The Company has the right to terminate the employment of the
Executive without Cause, upon at least thirty days’ prior written notice, if such termination is
approved by a majority vote of the Board taken at a meeting duly called to consider such matter. In
the event of termination of the Executive’s employment pursuant to this Section 9(b), the Company
shall provide the Executive with the following “Termination Benefits,” and the Company shall have
no further obligations to pay compensation or benefits under this Amended Agreement:
(i) a lump sum cash payment, within thirty days following the Date of Termination, equal to
the sum of: (A) the Accrued Obligations, and (B) the product of (1) three and (2) the sum of the
Base Salary, plus the higher of Executive’s most recent annual bonus or Executive’s target bonus
for the year in which the Date of Termination occurs (if no target bonus has been set for such
year, the Executive’s target bonus for the prior year shall be used);
(ii) the Executive shall be credited with three additional years of service for purposes of
calculating his retirement benefit under any supplemental or excess retirement plan of the Company
in which he was a participant as of the Date of Termination;
(iii) from the Date of Termination until 36 months following the end of the month in which the
Date of Termination occurs, the Company shall continue benefits to the Executive (and/or the
Executive’s family) at least equal to those which would have been provided to them in accordance
with the plans, programs, practices and policies described in Section 5(d)(ii) if the Executive’s
employment had not been terminated or, if more favorable to the Executive, as in effect generally
at any time thereafter with respect to other senior executives of the Company (and their families)
(in addition, if the Executive is eligible for “COBRA” continuation health coverage under Section
4980B of the Internal Revenue Code of 1986, as amended (or any successor provision), such coverage
shall commence upon the end of the
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coverage for the Severance Period); provided, however, that if the Executive becomes
reemployed with another employer and is eligible to receive medical or other welfare benefits under
another employer-provided plan, the medical and other welfare benefits described herein shall be
secondary to those provided under such other plan during such applicable period of eligibility; and
(iv) the Executive shall be credited with three additional years of service and age for
purposes of eligibility for retiree health benefits under any retiree health plan maintained by the
Company.
10. Termination by the Executive.
(a) Without Good Reason. The Executive has the right to terminate his employment at any time
without Good Reason upon no less than thirty days’ prior written notice delivered to the Company.
If the Executive terminates his employment during the Employment Period for any reason other than
Disability or Good Reason, the Company shall pay a lump sum payment to the Executive of the Accrued
Obligations (other than the Bonus Amount), and the Company shall have no further obligations to pay
compensation or benefits under this Amended Agreement.
(b) For Good Reason. The Executive has the right to terminate his employment for Good Reason
upon thirty days’ prior written notice delivered to the Company within 120 days of the occurrence
of one of the events set forth below. For purposes of this Amended Agreement, “Good Reason” shall
mean, without the Executive’s written consent:
(i) any reduction in the Executive’s Base Salary;
(ii) the assignment to the Executive of any duties inconsistent with, or the reduction of
powers or functions associated with, his positions, duties, responsibilities and status with the
Company set forth in Section 3;
(iii) the Company’s mandatory transfer of the Executive to another geographic location other
than a location within 35 miles of Milwaukee, Wisconsin or to a location other than the Company’s
principal executive offices, except for required travel on the Company’s business to an extent
substantially consistent with the Executive’s business travel obligations as of the date hereof; or
(iv) any other material breach of this Amended Agreement by the Company.
An isolated, insubstantial and inadvertent action not taken in bad faith, and which is
remedied by the Company within ten days after notice from the Executive, shall not be treated as
Good Reason under this Amended Agreement. In the event of a termination of employment by the
Executive for Good Reason during the Employment Period, the Executive shall be provided with the
Termination Benefits set forth in Section 9(b) hereof.
In the event that the Executive shall in good faith give a Notice of Termination (as
hereinafter defined) for Good Reason and it shall thereafter be determined that Good Reason did
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not exist, the employment of the Executive hereunder shall, at the Executive’s option,
continue after such determination; provided, that the Executive continued his employment during the
dispute concerning his alleged Good Reason pursuant to his option to do so as provided in Section
11 and provided further, that in no event shall such employment extend beyond the Employment
Period. If the Executive does not choose to continue his employment hereunder after such
determination, the employment of the Executive shall be deemed to have terminated at the date of
giving such purported Notice of Termination by mutual consent of the Company and the Executive;
provided, however, that if the Executive exercises his option to continue his employment during the
period of dispute concerning his alleged Good Reason as provided in Section 11, the Executive shall
be entitled to compensation and benefits during such continued employment in accordance with
Section 5 of this Amended Agreement.
11. Notice of Termination; Date of Termination.
(a) Notice of Termination. Any termination of the Executive’s employment by the Company under
Section 9 or by the Executive under Section 10 shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Amended Agreement, a “Notice of
Termination” shall mean a notice which shall indicate the specific termination provision in this
Amended Agreement relied upon and the date of the Executive’s termination and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of the
Executive’s employment under the provision so indicated. In the event that one party notifies the
other that a dispute exists concerning the termination of the Executive’s employment, the
Executive’s employment under this Amended Agreement shall, at the Executive’s option, not be
terminated until such dispute is finally resolved either by mutual written agreement of the parties
or in accordance with Section 16, as the case may be; provided, however, that in no event shall
such employment extend beyond the Employment Period.
(b) Date of Termination. The Executive’s “Date of Termination” shall mean: (i) in the event of
his death, the date of death; (ii) in the event of his Disability, the Disability Effective Date;
and (iii) in the event of any other termination of employment, the date specified in the Notice of
Termination.
12. Non-exclusivity of Rights. Nothing in this Amended Agreement shall prevent or limit the
Executive’s continuing or future participation in any plan, program, policy or practice provided by
the Company for which the Executive may qualify, nor, subject to Section 24, shall anything in this
Amended Agreement limit or otherwise affect such rights as the Executive may have under any
contract or agreement with the Company. Accrued benefits and other amounts that the Executive is
otherwise entitled to receive under any plan, policy, practice or program of, or any contract or
agreement with, the Company on or after the Date of Termination shall be payable in accordance with
such plan, policy, practice, program, contract or agreement, as the case may be, except as
explicitly modified by this Amended Agreement.
13. Interest and Costs. In the event that any payments due to the Executive hereunder shall
fail to be paid when due, such unpaid amounts shall bear interest at the rate of 8% per annum and
if such unpaid amounts are collected by law or through an attorney-at-law, the Executive shall also
be entitled to collect reasonable attorneys’ fees and all costs of collection. Within ten (10) days
after the Executive’s written request therefor, the Company shall pay to the
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Executive, or such other person or entity as the Executive may designate in writing to the
Company, such reasonable attorneys’ fees and costs of collection in advance of the final
disposition or conclusion of any dispute, legal or arbitration proceeding with respect to such
collection.
14. Noncompetition; Nonsolicitation and Confidential Information.
(a) During the Employment Period, Executive shall not provide any assistance to any competitor
of the Company. In addition, for a period of one year after the later of the Executive’s Date of
Termination or the date Executive ceases to serve as Chairman of the Board (the “Noncompetition
Period”), the Executive shall not, except as permitted by the Company’s prior written consent,
engage in, be employed by, or in any way advise or act for, any business which is a competitor of
the Company in any capacity that involves assisting the competitor with respect to competing
against the Company in any market in which, at the beginning of the Noncompetition Period, the
Company either is selling or marketing any of its products or is actively planning to begin selling
or marketing any of its products. Notwithstanding the foregoing, this Section 14(a) shall not apply
during the Noncompetition Period if the Executive’s employment is terminated without Cause or the
Executive terminates his employment for Good Reason.
(b) During the Noncompetition Period, other than on behalf of the Company, the Executive shall
not induce or solicit any employee of the Company to terminate his or her employment.
(c) The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret
or confidential information, knowledge or data relating to the Company and its respective
businesses that the Executive obtains during the Executive’s employment by the Company and that is
not public knowledge (other than as a result of the Executive’s violation of this Section 14(c)
(“Confidential Information”)). For so long as any piece of Confidential Information is sensitive
and/or of economic value to the Company, the Executive shall not communicate, divulge or
disseminate any such piece of Confidential Information outside the Company, except with the prior
written consent of the Company or as otherwise required by law or legal process.
(d) All computer software, business cards, telephone lists, customer lists, price lists,
contract forms, catalogs, the Company books, records, files and know-how acquired while the
Executive is an employee of the Company are acknowledged to be the property of the Company and
shall not be duplicated, removed from the Company’s possession or premises or made use of other
than in pursuit of the Company’s business or as may otherwise be required by law or any legal
process, or as is necessary in connection with any adversarial proceeding against the Company and,
upon termination of employment for any reason, the Executive shall deliver to the Company, without
further demands, the originals and all copies thereof which are then in his possession or under his
control.
(e) The provisions of Sections 14(a), (b), (c) and (d) shall remain in full force and effect
until the expiration of the period specified herein notwithstanding the earlier termination of the
Executive’s employment hereunder. In the event of a breach of the Executive’s
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covenants under this Section 14, it is understood and agreed that the Company shall be
entitled to injunctive relief, as well as any other legal remedies. For purposes of this Section
14, the “Company” shall include all entities controlling, controlled by or under common control
with the Company.
15. Resolution of Disputes. Any dispute arising out of this Amended Agreement shall, at the
Executive’s option, be determined by arbitration under the rules of the American Arbitration
Association then in effect, other than any requests for injunctive relief under Section 14(e), or
by litigation. Whether the dispute is to be settled by arbitration or litigation, the venue for the
arbitration or litigation shall be Milwaukee, Wisconsin or, if the Executive is no longer residing
or working in Milwaukee, Wisconsin, such venue shall, at the Executive’s election, be the city in
which the Executive resides. More specifically, if litigation is the method for settling any such
dispute, venue for the litigation shall be in the Circuit Court of Milwaukee County or, if the
Executive is no longer residing or working in Milwaukee, Wisconsin, such venue shall, at the
Executive’s election, be the county court for the county in which the Executive resides. The
parties consent to jurisdiction in the selected venue notwithstanding their residence or situs.
16. Payment Obligations Absolute. The Company’s obligation during and after the term of the
Executive’s employment hereunder to pay the Executive the compensation and to make the arrangements
provided herein shall be absolute and unconditional and shall not be affected by any circumstances,
including, without limitation, any setoff, counterclaim, recoupment, defense or other right which
the Company may have against him or anyone else, except as provided in Section 9(b)(iii). All
amounts payable by the Company hereunder shall be paid without notice (except as provided in
Section 12) or demand. The Company will not seek to recover all or any part of any such payment
from the Executive or from whomsoever may be entitled thereto, for any reason whatsoever, except as
provided in Section 9(b)(iii).
17. Strict Compliance. The Executive’s or the Company’s failure to insist upon strict
compliance with any provision of, or to assert any right under, this Amended Agreement (including,
without limitation, the right of the Executive to terminate employment for Good Reason pursuant to
Section 10(b)) shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Amended Agreement.
18. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and
agree to perform this Amended Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken place. Failure of the Company to
obtain such agreement prior to the effectiveness of any such succession shall be a breach of this
Amended Agreement. As used in this Amended Agreement, “Company” shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as aforesaid which executes
and delivers the agreement provided for in this Section 18 or which otherwise becomes bound by all
the terms and provisions of this Amended Agreement by operation of law.
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(b) This Amended Agreement and all rights of the Executive hereunder shall inure to the
benefit of and be enforceable by the Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. Except as otherwise
expressly provided in Sections 7 and 8 of this Amended Agreement, if the Executive should die while
any amounts would still be payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of this Amended
Agreement to the Executive’s devisee, legatee, or other designee or, if there be no such designee,
to the Executive’s estate.
19. Notice. All notices, requests, demands and other communications required or permitted to
be given by either party to the other party by this Amended Agreement (including, without
limitation, any Notice of Termination of employment) shall be in writing and shall be deemed to
have been duly given when delivered personally or received by certified or registered mail, return
receipt requested, postage prepaid, at the address of the other party, as follows:
If to the Company, to:
Sensient Technologies Corporation
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Secretary
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Secretary
If to Executive, to the last address for the Executive in the Company’s records.
Either party hereto may change its address for purposes of this Section 19 by giving fifteen
(15) days prior notice to the other party hereto.
20. Severability. If any term or provision of this Amended Agreement or the application hereof
to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of
this Amended Agreement or the application of such term or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable shall not be affected thereby, and
each term and provision of this Amended Agreement shall be valid and enforceable to the fullest
extent permitted by law.
21. Headings. The headings in this Amended Agreement are inserted for convenience of reference
only and shall not be a part of or control or affect the meaning of this Amended Agreement.
22. Governing Law. This Amended Agreement has been executed and delivered in the State of
Wisconsin and shall in all respects be governed by, and construed and enforced in accordance with,
the laws of the State of Wisconsin.
23. Payroll and Withholding Taxes. All payments to be made or benefits to be provided
hereunder by the Company shall be subject to reduction for any applicable payroll-related or
withholding taxes.
24. Entire Agreement. This Amended Agreement supersedes any and all other oral or written
agreements heretofore made relating to the subject matter hereof (including, without
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limitation, the Original Agreement) other than the Change of Control Agreement, and
constitutes the entire agreement of the parties relating to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Amended Agreement as of the date first
written above.
| SENSIENT TECHNOLOGIES CORPORATION (“Company”) | ||||
| By | /s/ Xxxxxxx Xxxxxx | |||
| Xxxxxxx Xxxxxx | ||||
| Vice President — Administration | ||||
| Attest: | /s/ Xxxx X. Xxxxxxx | |||
| EXECUTIVE |
||||
| /s/ Xxxxxxx X. Xxxxxxx | ||||
| Xxxxxxx X. Xxxxxxx | ||||
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