EXHIBIT 10.1(m)(1)
AMENDMENT NO. 1 TO THE
TRUST AGREEMENT FOR RABBI TRUST B
WHEREAS, Universal Foods Corporation d/b/a Sensient Technologies
Corporation (the "Company") is obligated under certain non-qualified plans
and/or agreements (the "Plans") to make certain deferred and other payments to
certain present, future and former directors and executives of the Company who
have satisfied the eligibility requirements of such Plans, and for purposes of
assuring that such payments are made in satisfaction of such obligations the
Company has established a trust in the form of this rabbi trust (commonly
referred to as "Rabbi Trust B") which is subject to the claims of the Company's
existing or future general creditors; and
WHEREAS, the Company's fiscal year has changed to the calendar year;
and
WHEREAS, the Company has changed its name to Sensient Technologies
Corporation, subject to shareholder approval at the annual meeting of
shareholders scheduled to be held in April 2001; and
WHEREAS, the Company wishes to amend the trust agreement for Rabbi
Trust B to reflect such changes and other matters relating thereto effective
with the change in trustee.
NOW, THEREFORE, the trust agreement for Rabbi Trust B is hereby
amended as follows, effective as of December 31, 2000:
1. The introductory paragraph of the Trust Agreement is amended by
inserting "d/b/a Sensient Technologies Corporation, and effective upon
shareholder approval, to be known as Sensient Technologies Corporation"
immediately following "Universal Foods Corporation".
2. The first sentence of paragraph (c) of Section 2.01 is hereby
amended in its entirety to read as follows:
"As of each December 31, the Company shall recalculate the amount of
assets which would be required to be delivered pursuant to Section
2.01(a) as of such date. If the amount so calculated exceeds the
fair market value of the assets then held in trust, the Company
shall promptly (and in no event later than twenty-five (25) days
from such date) pay to the Trustee: (i) an amount in cash,
marketable securities (valued at their fair market value) or life
insurance policies or any combination thereof equal to such excess;
less (ii) the amount, if any, of interest and other income earned on
the Trust Corpus and received by the Trustee during the year then
ended at December 31."
3. Paragraph (b) of Section 2.02 is hereby amended in its entirety
to read as follows:
"(b) Except as hereinafter provided, all interest and
other income earned on the investment of the Trust Corpus, except
dividends on and proceeds from life insurance policies, shall be the
property of the Company and shall not constitute a part of the Trust
Corpus. Within twenty (20) days after the end of each year ending
December 31, the Trustee shall notify the Company of the amount of
such interest and other income received by the Trustee during such
year then ended. Such interest and other income received by the
Trustee during each year then ending December 31 shall be paid over
to the Company by the Trustee within thirty (30) days after the end
of each such year. The amount of such interest or other income so
payable to the Company shall be reduced to the extent that it
offsets the excess otherwise required to be paid by the Company to
the Trustee pursuant to Section 2.01(c) hereof, and only the
remainder, if any, shall be paid to the Company."
4. The first sentence of paragraph (c) of Section 4.01 is hereby
amended in its entirety to read as follows:
"The Trustee shall maintain such books, records and accounts as may
be necessary for the proper administration of the Trust Corpus,
including, without limitation, as provided in Section 2.01 hereof,
and shall render to the Company on or prior to each January 31,
beginning January 31, 2002, until the termination of this Trust, an
accounting with respect to the Trust Corpus as of the end of the
immediately preceding December 31 (and as of the date of the Trust's
termination)."
5. Section 6.04 is amended by replacing the reference to "Universal
Foods Corporation" with "Sensient Technologies Corporation".
6. Schedule A is amended throughout by replacing each reference to
"Universal Foods Corporation" with "Sensient Technologies Corporation".
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IN WITNESS WHEREOF, this Amendment has been duly executed this 1st
day of January, 2001.
UNIVERSAL FOODS CORPORATION
d/b/a SENSIENT TECHNOLOGIES CORPORATION
By: /s/: Xxxx X. Xxxxxxx
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XXXXXXXX & ILSLEY TRUST COMPANY
By: /s/: Xxxxxxx X. Xxxxxx, V.P.
/s/: Xxxxxxx X. Xxxxxxxx, V.P.
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