SENSIENT TECHNOLOGIES CORP (Form: 8-K, Received: 05/30/2014 09:59:00)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 28, 2014

(Date of Report/Date of earliest event reported)

SENSIENT TECHNOLOGIES CORPORATION

(Exact name of registrant as specified in its charter)

WISCONSIN	1-7626	39-0561070
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

777 East Wisconsin Avenue

Milwaukee, Wisconsin 53202-5304

(Address and zip code of principal executive offices)

(414) 271-6755

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The information set forth under Item 8.01 of this Current Report on Form 8-K related to the amendment of the Company’s form of performance stock unit agreement (“Agreement”), Directors’ Deferred Compensation Plan and 2012 Non-Employee Directors Stock Plan, and the termination of the Company’s Non-Employee Directors’ Retirement Plan, is hereby incorporated by reference into this Item 1.01.

ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

The information set forth under Item 8.01 of this Current Report on Form 8-K related to the termination of certain tax gross-ups and the amendment of the Company’s form of Agreement is hereby incorporated by reference into this Item 5.02.

ITEM 8.01

OTHER EVENTS.

On May 28, 2014, the Board of Directors of Sensient Technologies Corporation (“Sensient” or the “Company”) approved (a) the adoption of certain changes related to its director compensation practices described below, (b) the termination of tax gross-ups on perquisites paid to named executive officers, effective immediately, (c) the adoption of certain changes to the form of Agreement described below, and (d) the adoption of amendments to the Company’s Articles of Incorporation, By-Laws and Corporate Governance Guidelines to provide for a majority voting standard in uncontested elections of directors, which will become effective and replace the Company’s current plurality voting standard and director resignation policy if and when approved by the Company’s shareholders at the Company’s 2015 annual meeting of shareholders.

The changes related to the Company’s director compensation practices are in response to shareholder feedback and are intended to enhance the Company’s corporate governance practices. Specifically, the changes included:

the amendment of the Company’s Directors’ Deferred Compensation Plan, effective immediately, to eliminate the cash subaccount option, which, prior to the amendment, allowed directors to defer all or a portion of their annual director’s fees into a cash account with a fixed rate of return, so that the Company’s Directors’ Deferred Compensation Plan now provides that directors may elect to defer all or a portion of their annual director’s fees into only a Company stock account,

the amendment of the Company’s 2012 Non-Employee Directors Stock Plan, effective immediately, to provide that annual stock grants to non-management directors shall be made in an amount equal to a number of shares with a value of $90,000 on the grant date (prior to the amendment, a fixed number of shares were awarded annually to non-management directors rather than a fixed dollar value),

the termination of the Company’s Non-Employee Directors’ Retirement Plan, effective June 30, 2014, which is currently a pension plan for the benefit of the non-management directors; provided, however, that such termination shall not impair the rights of any currently active or past living Eligible Director (as such term is defined in the plan) accrued before June 30, 2014, and

an increase of the annual retainer for non-management directors by $35,000, effective immediately, which increase is intended to replace the annual value previously provided by the terminated directors’ pension plan described in the sub-paragraph above.

The summary descriptions of the amendments to the Company’s Directors’ Deferred Compensation Plan and 2012 Non-Employee Directors Stock Plan are qualified in their entirety by reference to such plans, copies of which are furnished as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.

The changes related to the Company’s form of Agreement provide that, beginning with the December 2014 awards made to the Company’s executive officers, performance stock units will be earned based on a three-year performance period and performance stock units will vest on a pro rata basis to any grantee whose employment with the Company terminates due to retirement, death or disability of the grantee during the three-year performance period based on the number of months elapsed during the performance period divided by thirty-six (36), subject to the Compensation Committee’s discretion to award some or all of the remaining performance stock units eligible for vesting. Prior to these changes, the Company’s form of Agreement provided for a two-year performance period, full vesting upon normal retirement during the performance period and pro rata vesting upon death or disability during the performance period. These changes are in response to shareholder feedback and are intended to enhance the Company’s corporate governance practices and create an enhanced linkage of executive pay and Company performance. This summary description of the Company’s form of Agreement is qualified in its entirety by reference to the form of Agreement, a copy of which is furnished as Exhibit 10.3 to this Current Report on Form 8-K.

The Company intends to submit the amendment to the Company’s Articles of Incorporation for approval by the Company’s shareholders at the Company’s 2015 annual meeting of shareholders. If the amendment to the Company’s Articles of Amendment is approved by the Company’s shareholders, the amendments to the Company’s Articles of Amendment, By-Laws and Corporate Governance Guidelines to add a majority voting standard and to remove the existing plurality voting standard and director resignation policy will become effective upon the approval of the Company’s shareholders and will apply to uncontested director elections following the Company’s 2015 annual meeting of shareholders.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are furnished with this Current Report on Form 8-K:

Exhibit 10.1:	Sensient Technologies Corporation Directors’ Deferred Compensation Plan.

Exhibit 10.2:	Sensient Technologies Corporation 2012 Non-Employee Directors Stock Plan.

Exhibit 10.3:	Form of Performance Stock Unit Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENSIENT TECHNOLOGIES CORPORATION (Registrant)

	By:	/s/ John L. Hammond
	Name:	John L. Hammond
	Title:	Senior Vice President, General Counsel and Secretary
	Date:	May 28, 2014

EXHIBIT INDEX

Exhibit 10.1:	Sensient Technologies Corporation Directors’ Deferred Compensation Plan.

Exhibit 10.2:	Sensient Technologies Corporation 2012 Non-Employee Directors Stock Plan.

Exhibit 10.3:	Form of Performance Stock Unit Agreement.

SENSIENT TECHNOLOGIES CORPORATION

DIRECTORS’ DEFERRED COMPENSATION PLAN

As Amended and Restated May 28, 2014

The Sensient Technologies Corporation (the “Company”) established the Directors’ Deferred Compensation Plan (the “Plan”) effective February 1, 1984 to provide members of the Company’s Board of Directors (the “Board”) with the ability to defer receipt of compensation for services on the Board until after they resign or retire from the Board. On November 11, 1999, subject to shareholder approval, the Board adopted an Amended and Restated Plan, which provided that only directors who are entitled to compensation from the Company for services as a Board member or any committee are eligible to participate in the Plan. Effective as of January 1, 2005, the Plan was again amended and restated to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). As a result all benefits under this Plan are subject to Section 409A of the Code and any guidance issued thereunder. The Plan is administered by the Company, and the plan year is a calendar year.

Pursuant to the Plan, any non-employee Director of the Company entitled to “Director Fees” (that is, compensation from the Company by reason of his/her being a member of the Board, or any committee thereof) (“Eligible Director”) may elect to defer receipt of all or a specified portion of such Director Fees and thereby become a participant in the Plan.

3.	Initial Election.

An Eligible Director’s initial election to participate in the Plan (“Initial Election”) shall be evidenced by a writing filed with the Company as provided in Paragraph 5 and Paragraph 7(a). Such Initial Election shall be effective upon its receipt by the Company. The deferral pursuant to such Initial Election shall continue until: (i) changed by a Subsequent Election (as provided in Paragraph 5(b)); (ii) the last day of the plan year in which the Eligible Director files a Subsequent Election terminating his/her participation in the Plan under Paragraph 17; or (iii) the date the Eligible Director ceases being a member of the Board (“Cessation of Service”), whichever occurs first.

4.	Director’s Deferred Compensation Account.

A Director’s Deferred Compensation Account (the “Account”) shall be established for each Eligible Director electing to participate in the Plan. All Director Fees deferred pursuant to Paragraph 3 shall be credited to the Account as provided in Paragraph 6.

5.	Initial Election and Subsequent Elections.

(a)

An Initial Election shall be in the form of Exhibit A hereto and shall specify:

(i)

the portion of the subsequent Director Fees payable to such Eligible Director which the Eligible Director elects to have deferred under the Plan (the “Deferral Portion”);

(ii)

the manner in which the Eligible Director wishes to have amounts deferred under the Plan distributed to him/her as provided in Paragraph 10 (“Distribution Election”); and

(iii)

the “Designation of Beneficiary” under Paragraph 13.

(b)

Once an Initial Election has been filed with the Company, the election as to the Deferral Portion shall apply to all Director Fees payable during the following plan year (except as provided in Paragraph 7(a)). An Eligible Director may (subject to Paragraph 7) file a later-dated election (such later-dated election being referred to herein as a “Subsequent Election”), to change the elections contained in his/her Initial Election or in a previously-filed Subsequent Election: (i) as to the Deferral Portion, which shall be effective the following plan year; (ii) the Designation of Beneficiary, which shall be effective upon its receipt by the Company; or (iii) to terminate his/her participation in the Plan, which shall be effective as of the last day of the plan year in which such election to terminate participation is received by the Company.

6.	Crediting Stock to Account.

Pursuant to an Initial Election or Subsequent Election, an Eligible Director’s Account shall be credited with that number of shares (including any fractional share) of the Company’s common stock, $.10 par value (“Common Stock”) which have a market value equal to the amount of the Deferral Portion, Shares shall be credited to the Account as of the last day of the fiscal quarter in which any Director Fees would have been payable (the “Credit Date”). For purposes of this Paragraph 6, the market value of a share of Common Stock shall equal the closing sale price of a share of Common Stock on the New York Stock Exchange on the Credit Date (or if no sale took place on such exchange on such date, the closing sale price on such exchange on the most recent preceding date on which a sale took place).

7.	Times When Elections and Subsequent Elections May Be Made.

(a)

An Initial Election or Subsequent Election as to the Deferral Portion must be made prior to the plan year in which such compensation is earned, provided, however, that an Initial Election may be made within 30 days after first becoming an Eligible Director for Director Fees earned thereafter. Except as provided in Paragraphs 5(b) and 10, an Initial Election or Subsequent Election as to the Deferral Portion shall be irrevocable upon its receipt by the Company.

(b)

Notwithstanding anything in Paragraph 7(a) to the contrary, prior to an Eligible Director’s Cessation of Service, any (i) Initial Election or (ii) Subsequent Election which changes the Deferral Portion may only be made and shall only be effective at such time and upon such conditions as an Eligible Director would be permitted to effect an open -market acquisition or disposition of Common Stock under the provisions of the Company’s Code of Conduct covering acquisitions or dispositions of Common Stock by officers, directors and employees of the Company, as such Code of Conduct may be amended from time to time.

(c)

After an Eligible Director’s Cessation of Service no further Subsequent Elections may be made, except to change the Designation of Beneficiary.

Until the balance of an Eligible Director’s Account has been fully paid/distributed to him/her in accordance with Paragraph 10 from time to time at such times as the Company pays a cash dividend with respect to its Common Stock, the Account of each Eligible Director who has shares of Common Stock credited to his/her Account on the record date for such dividend shall be credited with additional shares of Common Stock (including any fractional share) with a market value (as determined under Paragraph 6) equal to the dividend per share paid by the Company with respect to its Common Stock times the number of shares in the Account on the record date for such dividend.

9.	Nature of Account.

The Account shall be utilized solely as a device for the measurement and determination of the amount of deferred compensation payable/distributable under the Plan. The Account shall not constitute or be treated as a trust fund of any kind. Director Fees deferred hereunder and credited to a Director’s Account shall at all times, remain the property of the Company, and no Eligible Director shall acquire any property interest in the Account, his/her right being limited to receiving from the Company, deferred payments/distributions as calculated by the Plan, such right being further conditioned upon continued compliance with the terms and conditions of the Plan. The Company shall be under no obligation to issue, or acquire, shares of Common Stock in connection with the crediting of shares to the Account. Shares credited to the Account shall have no voting rights or be entitled to dividends or distributions of any kind except as provided in Paragraphs 8 and 11 hereof. The right of an Eligible Director to receive benefits under the Plan is no greater than the right of any unsecured general creditor of the Company.

10.	Distribution of Director Fees Deferred Under the Plan.

(a)

An Eligible Director shall elect in his/her Initial Election to have his/her Account paid to him/her in either of the following ways (with such Distribution Election irrevocable once made, except as provided in Paragraph 12):

(i)

in a lump sum on January 31 of the first calendar year after the Eligible Director’s Cessation of Service, or on January 31 of any calendar year thereafter;

(ii)

in five (5) consecutive annual installments commencing on January 31 of the first calendar year after the Eligible Director’s Cessation of Service.

If an Eligible Director makes no such written election, the balance in his/her Account shall be paid in a lump sum on January 31 of the first calendar year after the Eligible Director’s Cessation of Service. In the event of the death of an Eligible Director, the balance in his/her Account shall be paid in a lump sum to the Eligible Director’s designated beneficiary (or to his/her estate in the absence of any beneficiary designation), on January 31 of the first calendar year following the date of death.

(b)

In the event that (i) an Eligible Director elects to have his/her Account distributed to him/her in annual installments, and (ii) at the time of his/her Cessation of Service there are shares of Common Stock credited to such Eligible Director’s Account, each annual installment shall consist of the number of shares of Common Stock in his/her Account (including any increases therein pursuant to crediting of dividends from time to time after such Cessation of Service pursuant to Paragraph 8) divided by the number of remaining installments, rounded to the nearest whole share.

(c)

Distributions from the Account shall be made in-kind and consist of one or more certificates representing the number of shares of Common Stock then being distributed. Any shares so distributed may consist of newly-issued shares, treasury shares, or a combination thereof. In the case of any lump-sum distribution of Common Stock from an Eligible Director’s Account, and in the case of the final installment distribution of Common Stock from an Eligible Director’s Account, there remains any fractional share of Common Stock in such Account, then cash shall be distributed in lieu of such fractional share, determined with reference to the market value (as determined under Paragraph 6) of a whole share of Common Stock on the date of such distribution.

11.	Change in Shares.

In the event of any change in the outstanding shares of Common Stock that occurs by reason of a stock dividend or split, recapitalization, merger, consolidation, combination, spin-off, split-up, exchange of shares or other similar corporate change, the number of shares of Common Stock in the Account, and the maximum number of shares issuable under the Plan as provided in Paragraph 20, shall be adjusted accordingly.

In the event of the Disability of an Eligible Director, the balance in his/her Account shall be paid in a lump sum on January 31 of the first calendar year following the date of Disability. For purposes of the Plan, “Disability” shall mean (i) the Eligible Director is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; (ii) the Eligible Director is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the Eligible Director; or (iii) the Eligible Director is determined to be totally disabled by the Social Security Administration.

13.	Designation of Beneficiary.

An Eligible Director may designate one or more beneficiaries who are to receive all of the funds/shares in the Eligible Director’s Account which remain unpaid/undistributed at the Eligible Director’s death. Such designation shall be effective by filing an Initial Election, and such beneficiary designation may be changed at any time by filing a Subsequent Election. If no beneficiary designation is made by an Eligible Director, any Account balance shall be paid/distributed to the Eligible Director’s estate.

Neither an Eligible Director, nor his duly designated beneficiary, shall have any right to assign, transfer or pledge or otherwise convey the right to receive any amount of compensation which may be due hereunder, and any such attempt at assignment, transfer, pledge or other conveyance shall not be recognized by the Company.

15.	Amendment of the Plan.

This Plan may be amended from time to time by resolution of the Board of Directors of the Company, but no such amendment shall permit amounts accumulated pursuant to the Plan, prior to the amendment, to be paid to an Eligible Director prior to the time that he/she would otherwise be entitled thereto.

16.	Termination of the Plan.

The Plan will continue in effect until termination by resolution of the Board of Directors of the Company, but in the event of such termination, the amounts accumulated pursuant to the Plan, prior to termination, shall continue to be subject to the provisions of the Plan, as if the Plan had not been terminated.

17.	Termination of Active Participation.

An Eligible Director who has previously elected to participate in the Plan may file a Subsequent Election terminating his/her active participation in the Plan, which shall become effective as of the last day of the plan year in which the Eligible Director terminates his/her active participation in the Plan. Such termination shall be effective with respect to all Director Fees earned by the Eligible Director after the last day of the plan year in which the Company receives such Subsequent Election, which fees shall then be payable to such Eligible Director in accordance with Company policy but otherwise than under the Plan, and such Eligible Director shall only be entitled to receive Director Fees previously deferred under the Plan as provided in Paragraph 10.

A termination of active participation pursuant to this Paragraph 17 shall not in any way preclude an Eligible Director from thereafter filing an Initial Election and thereby re-elect to actively participate in the Plan, provided such election complies with the provisions of Paragraphs 7 and 10.

18.	Maximum Number of Shares.

The maximum number of shares of Common Stock that may be issued hereunder is 200,000, subject to adjustment as provided in Paragraph 11.

(a)

All distributions, payments and benefits under this Plan shall be subject to all income and employment tax withholdings as required under applicable federal, state or local tax laws and regulations.

(b)

It is the intention of the Company that this Plan comply with the requirements of Section 409A of the Code and any guidance issued thereunder, and the Plan shall be interpreted, construed, operated and administered in accordance with Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, the Company does not guarantee the tax treatment of any payments or benefits under this Plan, whether pursuant to the Code, federal, state or local tax laws or regulations.

(c)

If, for any reason, all or any portion of an Eligible Director’s Account balance under this Plan becomes taxable to the Eligible Director prior to receipt, the Administrator may distribute to such Eligible Director a portion of his/her Account balance:

(i)

for payment of state, local or foreign taxes and the income tax withholding related to such state, local and foreign tax amount;

(ii)

for payment of employment taxes (to the extent necessary to pay the Federal Insurance Contributions Act tax amount (the “FICA Amount”) and any Federal, state, local or foreign income tax withholding on the FICA Amount); and/or

(iii)

required to be included in income as result of Section 409A of the Code.

Any distributions under this Paragraph shall affect and reduce the Account balance to be paid to the Eligible Director under this Plan.

(d)

The Company shall indemnify the Eligible Director if the Eligible Director incurs additional tax under Section 409A of the Code as a result of a violation of Section 409A of the Code under this Plan (an “Indemnified Section 409A Violation”) that occurs as a result of (1) the Company’s clerical error (other than an error cause by erroneous information provided to the Company by the Eligible Director), (2) the Company’s failure to administer this Plan in accordance with its written terms (such written terms, the “Plan Document”), or (3) following December 31, 2008, the Company’s failure to maintain the Plan Document in compliance with Section 409A of the Code; provided, that the indemnification set forth in clause (3) shall not be available to the Eligible Director if (x) the Company has made a reasonable, good faith attempt to maintain the Plan Document in compliance with Code Section 409A but has failed to do so or (y) the Company has maintained the Plan Document in compliance with Section 409A of the Code but subsequent issuance by the Internal Revenue Service or the Department of the Treasury of interpretive authority results in the Plan Document not (or no longer) complying with Section 409A of the Code (except that, if the Company is permitted by such authority or other authority to amend the Plan Document to bring the Plan Document into compliance with Section 409A of the Code and fails to do so, then such indemnification shall be provided).

(i)

In the event of an Indemnified Section 409A Violation, the Company shall reimburse the Eligible Director for (1) the 20% additional income tax described in Section 409A(a)(1)(B)(i)(II) of the Code (to the extent that the Eligible Director incurs the 20% additional income tax as a result of the Indemnified Section 409A Violation), and (2) any interest or penalty that is assessed with respect to the Eligible Director’s failure to make a timely payment of the 20% additional income tax described in clause (1), provided that the Eligible Director pays the 20% additional income tax promptly upon being notified that the tax is due (the amounts described in clause (1) and clause (2) are referred to collectively as the “Section 409A Tax”).

(ii)

In addition, in the event of an Indemnified Section 409A Violation, the Company shall make a payment (the “Section 409A Gross-Up Payment”) to the Eligible Director such that the net amount the Eligible Director retains, after paying any federal, state, or local income tax or FICA tax on the Section 409A Gross-Up Payment, shall be equal to the Section 409A Tax. The Eligible Director shall reasonably cooperate with measures identified by the Company that are intended to mitigate the Section 409A Tax to the extent that such measures do not materially reduce or delay the payments and benefits to the Eligible Director hereunder.

	SENSIENT TECHNOLOGIES CORPORATION

	By:

	Name:

	Title:

SENSIENT TECHNOLOGIES CORPORATION

DIRECTORS’ DEFERRED COMPENSATION PLAN

Sensient Technologies Corporation

777 E. Wisconsin Avenue

Attention: John L. Hammond

I understand that as a director of Sensient Technologies Corporation (the “Company”) I am eligible to participate in the Sensient Technologies Corporation Directors’ Deferred Compensation Plan, as amended and restated (the “Plan”) a copy of which has been furnished to me.

This document constitutes:

An Initial Election under Paragraph 5(a) of the Plan. By checking this box I hereby elect to participate in the Plan, and to be bound by the terms and conditions of the Plan. I hereby elect to defer receipt of the Director Fees to which I become entitled in the future as set forth under “PLAN ELECTIONS” on page 2.

Complete all items under “PLAN ELECTIONS” on page 2 and sign and date this form on page 3.

A Subsequent Election under Paragraph 5(b) of the Plan (in which case this Subsequent Election amends and supersedes my Initial Election and any prior Subsequent Elections I may have made, but only with respect to the Deferral Portion, Plan Allocation or Designation of Beneficiary). I hereby elect to defer receipt of the Director Fees to which I become entitled in the future as set forth under “PLAN ELECTIONS” on page 2.

Complete all items under “PLAN ELECTIONS” on page 2 (even if some of the information has not changed) and sign and date this form on page 3.

TERMINATION OF PARTICIPATION

o	I hereby terminate my participation in the Plan, effective as of the last day of the calendar year, as provided in Paragraph 17 of the Plan.

Sign and date this form on page 3.

A.	Deferral Portion (Plan Paragraph 5(a)(i)):

I hereby elect to defer (circle one)

10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

of the Director Fees to which I become entitled in the future.

B.	Distribution Election (Plan Paragraph 10):

I hereby elect to have the balance in my Account paid to me in accordance with the following payment election:

o	In a lump sum on January 31 of the first calendar year after my Cessation of Service (as defined in the Plan),

o	In a lump sum on January 31, 20___ (after my Cessation of Service as defined in the Plan),

o	In five (5) consecutive annual installments commencing on January 31 of the first calendar year after my Cessation of Service (as defined in the Plan).

I understand that if I do not elect any payment option the balance in my Account will be paid in a lump sum on January 31 of the first calendar year after my Cessation of Service (as defined in the Plan).

I further understand that once made, my Distribution Election is irrevocable and may not be changed by a Subsequent Election.

C.	Beneficiary Designation (Plan Paragraph 13):

I hereby designate the following named beneficiaries to receive all the funds in my Deferred Compensation Account which may remain unpaid at my death:

			Percent (must
Name of Beneficiary	Address	Relationship	total 100%)

			Percent (must
Name of Contingent Beneficiary	Address	Relationship	total 100%)

(attach additional sheet if necessary)

If no beneficiary designation is made, I understand that the balance in my Account will be paid to my estate.

I understand that the elections and directions contained herein supersede any prior elections and directions I may have made in the past and shall remain effective until I file a Subsequent Election changing any of the elections or directions contained herein or terminating my participation in the Plan.

	Very truly yours,


	Director

	SENSIENT TECHNOLOGIES CORPORATION

	By:
	Secretary

Exhibit 10.2

SENSIENT TECHNOLOGIES CORPORATION

2012 NON-EMPLOYEE DIRECTORS STOCK PLAN

Section 1

(Amended and Restated as of May 28, 2014)

ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN

1.1 Establishment . Sensient Technologies Corporation, a Wisconsin corporation (the “Company”), hereby establishes the “Sensient Technologies Corporation 2012 Non-Employee Directors Stock Plan” (the “Plan”) which provides for the grant of stock to Non-Employee Directors of the Company. For purposes of this Plan, a “Non-Employee Director” means any director who is not treated as an employee of the Company.

1.2 Purpose . The purpose of this Plan is to advance the interests of the Company by aligning the interests of the Company’s stockholders and Non-Employee Directors, and by enabling the Company to attract and retain the services of directors upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent.

1.3 Term of Plan; Effect on Prior Plan. If this Plan is approved by shareholders at the 2012 annual meeting of shareholders, there will be a final grant of restricted stock under the Sensient Technologies Corporation 2002 Non-Employee Director Stock Plan (the “2002 Plan”). Thereafter, no further awards will be granted under the 2002 Plan. Awards granted previously under the 2002 Plan will remain in effect in accordance with their terms. This Plan shall become effective immediately following the final grants under the 2002 Plan; provided that, as described in Section 5.1, the initial grants under this Plan shall be made immediately following the 2013 annual meeting of shareholders.

Section 2

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility and Participation . Participants (the “Participants”) in this Plan shall include each member of the Board who is a Non-Employee Director at the time Common Stock of the Company is issued pursuant to this Plan.

Section 3

ADMINISTRATION

3.1 Administration . This Plan shall be administered by the Nominating and Corporate Governance Committee of the Board.

3.2 Powers and Authority of the Nominating and Corporate Governance Committee . The Nominating and Corporate Governance Committee, by majority action thereof, shall have complete and sole authority to:

(a) Interpret this Plan and apply its provisions, and prescribe, amend and rescind rules, regulations, procedures, and forms relating to this Plan;

(b) Authorize any person to execute, on behalf of the Company, any instrument required to carry out the purposes of this Plan;

(c) Amend any outstanding agreement relating to any Common Stock issued pursuant to this Plan, subject to legal restrictions and to the consent of the Participant who entered into such agreement; and

(d) Make all other determinations and take all other actions deemed necessary or advisable for the administration hereof and provide for conditions and assurances deemed necessary or advisable to protect the interests of the Company in connection herewith;

but only to the extent that any of the foregoing are not contrary to the express provisions hereof. Determinations, interpretations or other actions made or taken by the Nominating and Corporate Governance Committee pursuant to the provisions hereof shall be final, binding and conclusive for all purposes and upon all persons. The Nominating and Corporate Governance Committee’s decisions need not be uniform and may be made selectively among Participants, whether or not they are similarly situated.

Notwithstanding the foregoing, the Nominating and Corporate Governance Committee shall have no discretion or authority to: ( i ) designate the Participants to be issued Common Stock; ( ii ) determine the number of shares of Common Stock to be issued to each such Participant; ( iii ) determine the terms and conditions of such Common Stock relating to restrictions or lapse thereof; or ( iv ) prescribe the consideration for the issuance of Common Stock hereunder and determine the sufficiency of such consideration, which matters shall be as hereafter provided.

3.3 Composition of Nominating and Corporate Governance Committee . The Nominating and Corporate Governance Committee shall consist of no less than two members of the Board who shall be appointed by the Board.

Section 4

STOCK SUBJECT TO PLAN

4.1 Number . The total number of shares of Common Stock reserved and available for issuance under this Plan shall initially be 140,000. The number of shares of Common Stock reserved and available for issuance hereunder shall be subject to adjustment upon occurrence of any of the events indicated in Section 4.2 hereof. The shares to be issued under this Plan shall consist of treasury Common Stock or authorized but unissued shares of Common Stock, not reserved for any other purpose. In the event any shares of Common Stock that are granted under the Plan are forfeited, such shares again shall become available for issuance under the Plan.

4.2 Adjustment in Capitalization . In the event of any change in the outstanding shares of Common Stock that occurs, whether prior to or after the effective date of this Plan, by reason of a Common Stock dividend or split, recapitalization, merger, consolidation, combination, spin-off, split-up, exchange of shares or other similar corporate change, the aggregate number of shares of Common Stock authorized for issuance hereunder shall be appropriately adjusted by the Nominating and Corporate Governance Committee, whose determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share. In such event, the Nominating and Corporate Governance Committee shall also have the discretion to make appropriate adjustments in the number of shares of Common Stock authorized for issuance to Participants hereunder.

Section 5

SHARE AWARDS

5.1 Grant of Common Stock . Effective with the 2013 annual meeting of shareholders, subject to this Section and Sections 1.3, 4.1 and 4.2 hereof, each person who was a Non-Employee Director of the Company immediately following each annual meeting of shareholders of the Company shall, without further action by the Board or the Nominating and Corporate Governance Committee, be issued such number shares of the Company’s Common Stock (subject to appropriate adjustment as provided in Section 4.2 hereof) as shall be substantially equivalent in value to $90,000 as soon as reasonably practicable following such date. Such shares of Common Stock shall be evidenced by a written agreement to be entered into between the Company and the Participant. Such shares of Common Stock shall not be transferable and shall be immediately and automatically forfeited to the Company in the event the Participant ceases to serve as a member of the Board, provided, however, that such forfeiture provision shall lapse with respect to one-third of the shares of Common Stock so issued on the date of each of the next three annual meetings of stockholders, if the participant continuously serves as a member of the Board until such annual meeting date (such period until the forfeiture provision on the shares shall lapse, the “Period of Restriction”). The Nominating and Corporate Governance Committee shall have no discretion in determining the number of shares of Common Stock issued to each Participant.

5.2 Cessation of Service.

(a) Death, Disability or Retirement . Upon cessation of service as a Non-Employee Director of the Company due to death, disability, voluntary retirement or retirement required under any mandatory policy of the Company then in effect, or for any other reason other than removal of the Participant from the Board as set forth in Section 5.2(b) below, the Period of Restriction shall immediately lapse.

(b) Removal . Upon cessation of service as a Non-Employee Director of the Company due to removal from the Board in accordance with the procedures set forth in Sections 180.0808 and 180.0809 of the Wisconsin Business Corporation Law or the Company’s Bylaws, as amended from time to time, any shares of Common Stock with respect to which the Period of Restriction has not yet lapsed shall be immediately and automatically forfeited to the Company.

5.3 Change of Control.

(a) In the event of a “Change of Control” (as hereinafter defined), the Period of Restriction shall be deemed to have lapsed immediately prior to the consummation of the transaction constituting the Change of Control.

(b) A “Change of Control” of the Company means:

(i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either ( A ) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or ( B ) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided , however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: ( 1 ) any acquisition directly from the Company, ( 2 ) any acquisition by the Company, ( 3 ) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or ( 4 ) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 5.3(b); or

(ii) individuals who, as of December 6, 2001, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided , however, that any individual becoming a director subsequent to December 6, 2001 whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board; or

(iii) consummation by the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity (a “Business Combination”), in each case, unless, following such Business Combination, ( A ) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, ( B ) no person (excluding any employee benefit plan (or related trust) of the Company or of such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and ( C ) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or the action of the Board, providing for such Business Combination; or

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

5.4 Restrictions on Common Stock . Notwithstanding the foregoing, the Company may delay the issuance of Common Stock under the Plan until applicable Federal, “blue sky” and state securities law requirements and any stock exchange requirements are satisfied. The Nominating and Corporate Governance Committee shall impose such restrictions on any shares of Common Stock issued pursuant to this Plan as it may deem necessary or advisable to comply with restrictions under applicable Federal securities laws, under the requirements of any stock exchange upon which such shares of Common Stock are then listed, and under any “blue sky” or state securities laws applicable to such shares.

5.5 Registration . Any Common Stock granted hereunder to a Participant may be evidenced in such manner as the Nominating and Corporate Governance Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Common Stock granted hereunder to a Participant, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend (as determined by the Nominating and Corporate Governance Committee) referring to the terms, conditions and restrictions applicable to such Common Stock. In the event such Common Stock is issued in book-entry form, the depository and the Company’s transfer agent shall be provided with notice referring to the terms, conditions and restrictions applicable to such Common Stock, together with such stop-transfer instructions as the Nominating and Corporate Governance Committee deems appropriate.

5.6 Removal of Restrictions . Except as otherwise provided in Sections 5.1, 5.2, 5.3 and 5.7 hereof, shares of Common Stock covered by each Common Stock grant made under the Plan shall become freely transferable by the Participant after the last day of the Period of Restriction. Once the shares are released from the restrictions, the Participant shall be entitled to have the legend required by Section 5.5 removed from his or her stock certificates, to the extent such legend is no longer applicable.

5.7 Voting Rights . During the Period of Restriction, Participants holding shares of Common Stock granted hereunder may exercise full voting rights with respect to those shares.

5.8 Dividends and Other Distributions . During the Period of Restriction, Participants holding shares of Common Stock granted hereunder shall be entitled to receive all dividends and other distributions paid with respect to those shares while they are so held. If any such dividends or distributions are paid in shares of Stock, the shares shall be subject to the same restrictions on transferability as the shares of Common Stock with respect to which they were paid.

5.9 Nontransferability of Common Stock . No shares of Common Stock granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, otherwise than by will or by the laws of decent and distribution, until the termination of the applicable Period of Restriction. All rights with respect to the Common Stock granted to a Participant under the Plan shall be exercisable during his or her lifetime only by such Participant.

Section 6

GENERAL PROVISIONS

6.1 Amendment and Termination . The Board may at any time amend, alter, suspend, discontinue or terminate this Plan.

6.2 Taxes . The Company shall be entitled to withhold the amount of any tax attributable to shares of Common Stock deliverable under this Plan after giving the person entitled to receive such shares of Common Stock notice as far in advance as practicable, and the Company may defer delivery if any such tax may be pending unless and until indemnified to its satisfaction. A Participant may elect to pay all or a portion of the federal, state and local withholding taxes arising in connection with the lapse of restrictions on Common Stock, by electing to (i ) have the Company withhold shares of Common Stock, (ii ) tender back shares of Common Stock received in connection with such benefit, or (iii ) deliver other previously owned shares of Common Stock, having a fair market value equal to the amount to be withheld; provided , however, that the amount to be withheld shall not exceed the Participant’s estimated total federal, state and local tax obligations associated with the transaction. The written election must be made on or before the date as of which the amount of tax to be withheld is determined. The fair market value of fractional shares of Common Stock remaining after payment of the withholding taxes shall be paid to the Participant in cash.

6.3 Indemnification . Each person who is or shall have been a member of the Nominating and Corporate Governance Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid in settlement thereof, with the Company’s approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided, however, that he shall give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

6.4 Rights of Board Members . Nothing in this Plan shall interfere with or limit in any way the rights of stockholders of the Company or the Board to elect or remove members of the Board at any time nor confer upon any Participant any right to continue as a member of the Board.

6.5 No Right to Specific Assets . Nothing contained in the Plan and no action taken pursuant to the Plan shall create or be construed to create a trust of any kind or any fiduciary relationship between the Company and any Participant, the executor, administrator or other personal representative or designated beneficiary of such Participant, or any other persons. To the extent that any Participant or his executor, administrator, or other personal representative, as the case may be, acquires a right to receive any benefit from the Company pursuant to the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.

6.6 Rights as a Stockholder . A Participant shall have no rights as a stockholder with respect to any Common Stock until he shall have become the holder of record of such Common Stock.

6.7 Headings and Captions . The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

6.8 Controlling Law . The issuance of Common Stock shall be subject to all applicable laws, rules and regulations, and to such approvals and any governmental agencies or national securities exchanges as may be required. This Plan shall be construed and enforced according to the laws of the State of Wisconsin without regard to conflict of laws.

SENSIENT TECHNOLOGIES CORPORATION (a Wisconsin Corporation) 2007 Stock Plan PERFORMANCE STOCK UNIT AGREEMENT
Grantee:
Grantee’s Address:
Grant Date:
Target Number of Performance Stock Units:
Performance Period:

Sensient Technologies Corporation, a Wisconsin corporation (the "Company"), and the above-named Grantee hereby agree as follows:

1. Grant of Performance Stock Units . In consideration of the continued employment of the Grantee for the periods herein defined, and in consideration of the Grantee having entered into a Noncompetition, Nonsolicitation and Confidentiality Agreement (or an agreement of similar purpose and effect, however titled) prior to or contemporaneous with this Agreement, the Company grants to the Grantee the Performance Stock Units stated above upon the terms and conditions set forth herein.

2. Plan; Defined Terms . This grant of Performance Stock Units is made pursuant to Section 8 of the Company’s 2007 Stock Plan (the "Plan") and is subject to each and all of the provisions of the Plan. A copy of the Plan is attached to this Agreement and is made a part hereof. All capitalized terms used in this Agreement, including the terms set forth in the table above, have the meanings assigned to them in this Agreement. Any capitalized terms that are not defined in this Agreement are defined in the Plan. Certain other terms used in this Agreement are also defined herein.

3. Restricted Period. The Performance Stock Units are subject to vesting over a three-year period, referred to as the "Performance Period." During the Performance Period, the Company's performance will be measured in accordance with Section 4 and the number of Performance Stock Units that are eligible for vesting under Section 5 will be determined. The Performance Stock Units determined under Section 4 will become vested if the Grantee continues in employment through the Performance Period or terminates employment as described in Section 5(b). If the Grantee terminates employment during the Restricted Period for any other reason, then Grantee's right to the Performance Stock Units will be forfeited.

4. Performance Condition for the Performance Stock Units.

(a) The number of Performance Stock Units that are eligible for vesting under Section 5 will be based upon the Company's performance relative to the pre-established goals for the Performance Period set forth on Exhibit 1 . As soon as practicable after the end of the Performance Period, the Committee will determine the percentage of the Performance Stock Units that will become eligible for vesting under Section 5 based on the actual performance of the Company relative to the pre-established goals using the performance matrix attached hereto as Exhibit 1 .

(b) If the position on the matrix reflects a percentage greater than zero, then the number of Performance Stock Units eligible for vesting under Section 5 shall be equal to the product of such percentage and the Target Number of Performance Stock Units. Upon the Committee’s determination as provided above, the Grantee will forfeit the right to receive the remaining Performance Stock Units. If the position on the matrix reflects a percentage of zero, then all Performance Stock Units shall be forfeited. If any calculation would result in a fraction, any fraction of 0.5 or greater will be rounded to one, and any fraction of less than 0.5 will be rounded to zero.

5. Employment Condition for the Performance Stock Units. Subject to the terms and conditions set forth herein,

(a) If the Grantee continues in employment with the Company through the end of the Performance Period, the Grantee will become vested in the number of Performance Stock Units determined under Section 4. Absence of the Grantee on leave approved by a duly elected officer of the Company, other than the Grantee, shall not be considered a termination of employment during the period of such leave.

(b) If the Grantee terminates his or her employment with the Company during the Performance Period because of Normal Retirement, Early Retirement or death or disability the Grantee will become vested in the number of Performance Stock Units (rounded to the nearest whole number) equal to the total number of Performance Stock Units eligible for vesting as determined in Section 4 multiplied by the number of full months which have elapsed since the beginning of the Performance Period divided by the number of full months of the Performance Period (36). All remaining Performance Stock Units shall be forfeited; provided, however, that the Committee may, in its sole discretion, vest the Grantee in some or all of the remaining Performance Stock Units eligible for vesting.

(c) Except as provided above, if the Grantee's employment with the Company terminates prior to the expiration of the Restricted Period, then the Performance Stock Units shall be automatically forfeited by the Grantee.

(d) As used herein,

(i) "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.

(ii) "Early Retirement" means "early retirement" under the terms of the ESOP in effect on the date of the Grantee's termination of employment (or on the date the ESOP is terminated if not then in effect).

(iii) "Normal Retirement" means "normal retirement" under the terms of the Company’s Employee Stock Ownership Plan ("ESOP") in effect on the date of the Grantee's termination of employment (or on the date the ESOP is terminated if not then in effect).

6. Change of Control. Notwithstanding any other provisions of this Agreement, in the event of a Change of Control, if the Change of Control occurs during the Performance Period, the Company shall issue the Grantee one share of Stock for each Performance Stock Unit that could become vested, assuming performance at 100% of target levels. Thereafter, the Company shall have no further obligations under this Agreement.

7. Timing and Form of Payout. If the Performance Stock Units become earned and vested as a result of Section 5, the Grantee will be issued one share of Stock for each vested Performance Stock Unit as soon as practicable after the end of the Performance Period.

8. Dividend Equivalents. No dividend equivalents will be paid on the Performance Stock Units until such time as the shares of Stock are issued. Upon the issuance of shares of Stock, the Company will pay Grantee a lump-sum cash amount in payment of dividend equivalents based on the number of shares of Stock issued multiplied by the per share quarterly dividend payments made to shareholders of Company’s Stock during the Performance Period (without any interest or compounding). Any dividend equivalents attributable to Performance Stock Units that are cancelled or forfeited will not be paid and are immediately forfeited upon cancellation of the Performance Stock Units.

9. Forfeiture of Performance Stock Units and Repayment of Performance Stock Unit Value .

(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 "Noncompetition, Nonsolicitation and Confidentiality Agreement"), or any amendment thereto or extension thereof or successor or replacement agreement, then notwithstanding any other terms of this Grant:

(i) If the shares of Stock have not yet been issued, the Performance Stock Units shall automatically be forfeited by the Grantee without any further obligations of the Company; and

(ii) If the shares of Stock have been issued, the Grantee shall be obligated to pay to the Company the Performance Stock Unit Value. "Performance Stock Unit Value" shall mean the total market value of the shares of Stock as determined based upon the closing price of the Stock on the New York Stock Exchange on the date the shares of Stock were issued.

(b) Notwithstanding the foregoing, this Section 9 shall immediately become null and void and of no further force and effect upon the occurrence of a Change of Control.

10. Tax Withholding. The Grantee may by written election, elect to pay all or a portion of the federal, state and local withholding taxes arising in connection with the issuance of Stock, by electing to (a) have the Company withhold shares of Stock to be issued in connection with such benefit provided, however, that the amount to be withheld shall not exceed the Company’s minimum statutory federal, state and local tax withholding obligations for the Grantee ("Minimum Obligations") associated with the transaction, (b) have the Company withhold up to 50% of the shares of Stock to be issued in connection with such benefit provided that the Grantee can demonstrate that the Grantee holds previously owned shares of Stock ("Previous Shares") equal to the difference between the amount withheld and the Minimum Obligations and that the Previous Shares have been held for a minimum of six months and the Grantee agrees to hold the Previous Shares for at least six months from the date of the lapse of restrictions, (c) deliver up to 50% of other previously owned shares of Stock, having a Fair Market Value equal to the amount to be withheld provided that the shares have been held by the Grantee for a minimum of six months, or (d) pay the withholding amount in cash. The written election must be made on or before the date as of which the amount of tax to be withheld is determined. The Fair Market Value of fractional shares of Stock remaining after payment of the withholding taxes shall be paid to the Grantee in cash.

11. Rights as Shareholder . Grantee shall not be entitled to vote or to receive dividends until the Performance Stock Units have become vested and shares of Stock are issued to Grantee. The Performance Stock Units may not be sold, assigned, transferred, pledged, encumbered or otherwise disposed of prior to vesting.

12. No Right to Continued Employment . This Grant shall not confer upon Grantee any right with respect to continuance of employment by the Company or any subsidiary, nor shall it interfere in any way with the right of the Company to terminate Grantee’s employment at any time.

13. Designation of Beneficiary . The Grantee may designate a beneficiary for any benefits that become payable following his or her death by filing a designation with the Committee. The Grantee may from time to time revoke or change his or her Beneficiary without the consent of any prior Beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however , that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Grantee’s death, and in no event shall any designation be effective as of a date prior to such receipt. If no such Beneficiary designation is in effect at the time of the Grantee’s death, or if no designated Beneficiary survives the Grantee, or if such designation conflicts with law, the Grantee’s estate acting through his or her legal representative, shall be deemed the Grantee's Beneficiary.

14. Powers of the Company Not Affected . The existence of the Performance Stock Units shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Company’s common stock or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.

15. No Tax Gross-Up. Grantee shall not be entitled to any tax gross-up as a result of the lapse of restrictions under this Agreement.

16. Interpretation by Committee . As a condition of the granting of the Performance Stock Units, the Grantee agrees, for himself and his legal representatives or guardians, successors and assigns, that this Agreement shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Agreement and any determination made by the Committee pursuant to this Agreement shall be final, binding and conclusive.

17. Severability . Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions hereof.

18. Section 409A. This Agreement is intended to comply with the requirements of Section 409A. Accordingly, all provisions included in this Agreement, or incorporated by reference, will be interpreted and administered in accordance with that intent. If any provision of the Plan or this Agreement would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended or limited so as to avoid the conflict.

IN WITNESS WHEREOF , the parties have executed this Performance Stock Unit Agreement, in duplicate, as of the date of grant shown above.

	SENSIENT TECHNOLOGIES CORPORATION

	By:
		Senior Vice President - Administration

Grantee

Exhibit 1