Sensata Technologies Holding N.V. (Form: 8-K, Received: 12/10/2012 17:19:48)

529 Pleasant Street

PO Box 2964

Attleboro, MA 02703

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2012

SENSATA TECHNOLOGIES HOLDING N.V.

(Exact name of Registrant as specified in its charter)

The Netherlands

001-34652

98-0641254

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Kolthofsingel 8, 7602 EM Almelo

The Netherlands

(Address of Principal executive offices, including Zip Code)

31-546-879-555

(Registrant’s telephone number, including area code)

(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:

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 10, 2012, Sensata Technologies Holding N.V. (the “Company”) entered into an Amendment to Equity Award Agreements, and the Company’s indirect, wholly-owned subsidiary, Sensata Technologies, Inc., entered into a Separation Agreement, in each case with Thomas Wroe, the Company’s Chief Executive Officer, in connection with Mr. Wroe’s previously announced retirement as Chief Executive Officer effective December 31, 2012. As previously announced, Mr. Wroe will continue as a director of the Company and is expected to be reappointed as Chairman of the Board of Directors.

Pursuant to the Separation Agreement, Mr. Wroe is entitled to receive: (i) his annual bonus for fiscal year 2012, the amount of which will be determined by the Compensation Committee of the Board of Directors based upon the achievement of financial and other objectives previously established by the Board of Directors and which will be paid in April 2013; (ii) all amounts and benefits to which he is entitled under any welfare plan or arrangement of the Company through December 31, 2012; (iii) any unpaid salary, accrued but unused vacation and personal time and expense reimbursements in accordance with his employment agreement through December 31, 2012; (iv) a payment of $1,351,965 payable on December 31, 2012; and (v) severance compensation in accordance with his employment agreement in the aggregate amount of $3,511,120, payable in periodic installments until December 2014.

Pursuant to the Amendment to Equity Award Agreements, Mr. Wroe’s outstanding equity awards were amended as follows: (i) all of Mr. Wroe’s outstanding unvested stock options will fully vest on December 17, 2012; (ii) all of Mr. Wroe’s outstanding stock options that have vested as of December 31, 2012 will remain exercisable until ten years from the date of grant, subject to certain exceptions set forth in the Amendment; (iii) Mr. Wroe’s unvested restricted stock that is subject only to time-based vesting will fully vest on December 17, 2012; and (iv) the condition in Mr. Wroe’s restricted stock grant and award agreements that he remain employed until a specified date was waived and all outstanding restricted stock subject to performance-based vesting will remain subject to the performance vesting conditions set forth in the applicable grant and award agreement. The Company estimates the aggregate fair value of the equity award amendments to be approximately $6.4 million.

The charges related to the Amendment to Equity Award Agreements and the Separation Agreement will not impact Adjusted Net Income for the three and twelve months ended December 31, 2012.

The Separation Agreement and the Amendment to Equity Award Agreements are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The descriptions of the material terms of such agreements are qualified in their entirety by reference to such exhibits.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


10.1		Separation Agreement, dated December 10, 2012, between Sensata Technologies, Inc. and Thomas Wroe.

10.2		Amendment to Equity Award Agreements, dated December 10, 2012, between Sensata Technologies Holding N.V. and Thomas Wroe.

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.

SENSATA TECHNOLOGIES HOLDING N.V.

/s/ Robert Hureau

Date: December 10, 2012

Name:

Robert Hureau

Title:

Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

10.1		Separation Agreement, dated December 10, 2012, between Sensata Technologies, Inc. and Thomas Wroe.

10.2		Amendment to Equity Award Agreements, dated December 10, 2012, between Sensata Technologies Holding N.V. and Thomas Wroe.

Exhibit 10.1

December 10, 2012

Thomas Wroe

297 Sesuit Neck Road

P.O. Box 879

East Dennis, MA 02641

Dear Tom:

On behalf of the Board of Directors of Sensata Technologies, Inc., we want to thank you for your years of service with Sensata and to confirm our mutual understandings as to what will occur with regard to your retirement.

1. Your Retirement

This confirms our understanding that you will be voluntarily retiring from your position as Chief Executive Officer of Sensata effective as of December 31, 2012 (your “Retirement Date”). As of your Retirement Date, you will no longer be required to fulfill any of the duties and responsibilities associated with your position.

2. Retirement Benefit

In connection with your retirement you will receive the following:

a) You will receive your Annual Bonus for fiscal year 2012 as provided in section 3 (c) of your First Amended and Restated Employment Agreement dated as of March 22, 2011 (“Employment Agreement”); provided, however, that the requirement that you must be employed by Sensata through April 1, 2013 is hereby waived. Your Annual Bonus target is currently $800,000 but the actual amount will be determined by the Compensation Committee based upon the achievement of financial and other objectives established by the Board and will be paid to you on April 15, 2013.

b) You will be paid all amounts (and provided all benefits) to which you are entitled under any welfare plan or arrangement of Sensata in which you participate, including dental and life insurance, and financial planning through December 31, 2012 less all deductions required by law.

c) You will be paid any unpaid salary, accrued but unused Time bank, and expense reimbursements pursuant to your Employment Agreement through your Retirement Date less all deductions required by law.

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d) You will receive a lump sum amount of $1,351,965 to be paid on the later to occur of (i) when this Retirement Agreement becomes effective and enforceable or (ii) December 31, 2012. Such payment shall not be considered compensation for purposes of any employee benefit plan, program, policy or arrangement maintained or hereafter established by Sensata or any of its affiliates.

e) You will receive severance compensation in accordance with Section 4(b) of your Employment Agreement in the total amount of $3,511,120 as follows:

•

On or about July 10, 2013, you will receive a lump sum payment in the amount of $657,868 less all deductions required by law. This amount represents seven months of compensation installments due pursuant to your Employment Agreement less $517,000 of the amounts paid pursuant to Section 4(a) of this letter agreement, which amounts were delayed in accordance with Section 19(c) of your Employment Agreement.

•

Commencing on or about August 1, 2013 and continuing thereafter with the final payment occurring on or about December 1, 2014, you will receive a monthly installment of severance compensation in the amount of $167,838 less all deductions required by law.

f) It is intended that you will have a “separation from service” within the meaning of Internal Revenue Code Section 409A on your Retirement Date. Any services you provide to Sensata thereafter will be as a director and, to the extent, any such services are not classified as director services but as consulting services they are intended to be nominal and below the twenty percent criteria of the definition of “separation from service” under Section 409A. Sensata may withhold from any and all amounts payable under this Retirement Agreement or otherwise such federal, state and local taxes as it determines may be required to be withheld pursuant to any applicable law or regulation.

3. Release by You

a) You (for yourself, your heirs, assigns or executors) release and forever discharge Sensata, any of its affiliates, and its and their directors, officers, agents and employees from any and all claims, suits, demands, causes of action, contracts, covenants, obligations, debts, costs, expenses, attorneys’ fees, liabilities of whatever kind or nature in law or equity, by statute or otherwise whether now known or unknown, vested or contingent, suspected or unsuspected, and whether or not concealed or hidden, which have existed or may have existed, or which do exist, through the date this Retirement Agreement becomes effective and enforceable, (“ Claims ”) of any kind, which relate in any way to your employment with Sensata or the termination of that employment, except those arising out of the performance of this Retirement Agreement, your rights under the employee benefit plans of Sensata and your rights to any accrued, unused amount in the

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Timebank system. Such released claims include, without in any way limiting the generality of the foregoing language, any and all claims of employment discrimination under any local, state, or federal law or ordinance, including, without limitation, Title VII or the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990; the Age Discrimination in Employment Act of 1967, as amended.

b) In signing this Release you acknowledge that you intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. You expressly consent that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. You acknowledge and agree that this waiver is an essential and material term of this Release and without such waiver Sensata would not have made the payments described in paragraph 2. You further agree that in the event you bring your own Claim in which you seek damages against Sensata, or in the event you seek to recover against Sensata in any Claim brought by a governmental agency on your behalf, this Release shall serve as a complete defense to such Claims.

c) By signing this Retirement Agreement, you acknowledge that you:

have been given twenty one (21) days after receipt of this Retirement Agreement within which to consider it;

have carefully read and fully understand all of the provisions of this Retirement Agreement;

knowingly and voluntarily agree to all of the terms set forth in this Retirement Agreement;

knowingly and voluntarily agree to be legally bound by this Retirement Agreement;

have been advised and encouraged in writing (via this agreement) to consult with an attorney prior to signing this Retirement Agreement;

understand that this Retirement Agreement, including the Release, shall not become effective and enforceable until the eighth day following execution of this Retirement Agreement, and that at any time prior to the effective day you can revoke this Retirement Agreement.

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4. Additional Agreements

a) You also agree not to, except as may be required by law, directly or indirectly, publicly or privately, make, publish or solicit, or encourage others to make, publish or solicit, any disparaging statements, comments, announcements, or remarks concerning Company, any of its affiliates, or any of their respective past and present directors, officers or employees.

b) You further agree to keep all confidential and proprietary information about the past or present business affairs of Sensata confidential unless a prior written release from Sensata is obtained. You understand that the confidentiality restrictions of this paragraph and paragraph 5 of this Retirement Agreement extend to and expressly prohibit disclosure through social media including, but not limited to, blogs, virtual worlds, social or professional networking websites, and/or video sharing websites (“Social Media”).

c) You further agree that paragraphs 4 through 23 (other than paragraph 21) of the Employment Agreement survive and continue in full force in accordance with their terms notwithstanding the termination of the Employment Period (as defined in the Employment Agreement). Without limiting the foregoing, you acknowledge that paragraph 5 of the Employment Agreement regarding Confidential Information and paragraph 7 of the Employment Agreement regarding Non-Compete; Non-Solicitation remain in full force and effect as provided in paragraph 9 of the Employment Agreement.

d) You further agree that as of the date hereof, you have returned to Sensata any and all property, tangible or intangible, relating to its business, which you possessed or had control over at any time, including, but not limited to, company-provided credit cards, building or office access cards, keys, computer equipment, manuals, files, documents, records, software, customer data base and other data, and that you shall not retain any copies, compilations, extracts, excerpts, summaries or other notes of any such manuals, files, documents, records, software, customer data base or other data. On or before your Retirement Date, you agree to remove from your personal Social Media any designation or indication that you are a current employee of Sensata.

5. Confidentiality of this Retirement Agreement

The contents of this Retirement Agreement, including, but not limited to, its financial terms, are strictly confidential. By signing this agreement you agree and represent that you will maintain the confidential nature of the agreement, except (a) in disclosing it to legal counsel, tax and financial planners, and immediate family who agree to keep it confidential; (b) as otherwise required by law, in which case you shall notify Sensata in writing in advance of disclosure; and (c) as necessary to enforce this Retirement Agreement. Sensata agrees that it will keep the contents of this Retirement Agreement confidential, except (a) to its executive staff and governing bodies, as necessary or appropriate, and to its outside counsel and auditors; (b) as otherwise required by law; and (c) as necessary to enforce this Retirement Agreement.

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6. No Transfer or Assignment

You and Sensata agree that no interest or right you have or any of your beneficiaries has to receive payment or to receive benefits under this Agreement shall be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, except as required by law. Nor may such interest or right to receive payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against you or your beneficiary, including for alimony, except to the extent required by law.

7. No Admissions

This Retirement Agreement shall not be construed as an admission of any wrongdoing either by Sensata, its affiliates, or its and their directors, officers, agents and employees.

8. No Other Agreement

This Retirement Agreement and the Employment Agreement contain the entire agreement between you and Sensata with respect to the subject matter contained herein. No part of this Retirement Agreement may be changed except in writing, executed by both you and Sensata. Nothing in this Retirement Agreement shall be construed to amend, modify or supersede those provisions of the Employment Agreement that survive and continue in full force and effect.

9. Governing Law

This Retirement Agreement shall be interpreted in accordance with the laws of the State of Delaware. Whenever possible, each provision of this Retirement Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision shall be held to be prohibited or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting the remainder of such provision or any of the remaining provisions of this Retirement Agreement.

10. Counterparts

This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same Agreement.

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Please indicate your agreement by signing this Retirement Agreement and returning it to us on or before December 10, 2012.

Sensata Technologies, Inc.

By: /s/ Martha Sullivan

Title: President

AGREED TO AND ACCEPTED BY:

/s/ Thomas Wroe

Thomas Wroe

Date: 10/12/12

Exhibit 10.2

SENSATA TECHNOLOGIES HOLDING N.V.

AMENDMENT TO EQUITY AWARD AGREEMENTS

This Amendment to Equity Award Agreements (the “ Agreement ”) is entered into on December 10, 2012 (the “ Effective Date ”) by and between Sensata Technologies Holdings, N.V. (the “ Company ”) and Thomas Wroe (the “ Participant ”).

WHEREAS, the Company and Participant are parties to certain equity award and grant agreements, as set forth on Schedule A, attached (collectively the “ Grant and Award Agreements ”).

WHEREAS , in connection with Participant’s intention to resign from the Company and its subsidiaries and the Participant’s agreement to execute an agreement of separation with the Company (or one of its Subsidiaries) (the “ Separation Agreement ”), the Board and the Participant have agreed that it is in their mutual best interest to amend certain provisions in the Grant and Award Agreements, in accordance with the terms and conditions set forth in this Agreement.

WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “ Board ”) has recommended modification of certain provisions of the Grant and Award Agreements regarding vesting and, in the case of Options, post-termination exercise.

NOW THEREFORE , in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Participant hereby agree as follows:

1. For purposes of the each of the Options granted on April 1, 2011 and April 1, 2012, as set forth in Schedule A:

(a) The Options shall become fully vested as of the December 17, 2012.

(b) The expiration date of the Options is amended to reflect that, notwithstanding Section 4.5 of the Company’s 2010 Equity Incentive Plan (the “ 2010 Plan ”), the portion of the Options that have fully vested as of the Participant’s Termination Date (as defined in the Grant and Award Agreement governing such Options) shall remain exercisable until the latest date that such Options could have expired by their original terms under any circumstances, which is ten (10) years from the date of grant; provided however that (i) the Options shall remain subject to any such other earlier expiration date as provided in the terms of the 2010 Plan, and (ii) such extension of the expiration date shall only be effective to the extent that such extension does not cause the Options to become subject to the excise tax under Section 409A of the Code.

2. For purposes of the Options granted on September 4, 2009, as set forth on Schedule A:

(a) The Options shall become fully vested as of December 17, 2012

(b) The expiration date of the Options is amended to reflect that, notwithstanding Section 4.4(a) of the Company’s First Amended and Restated 2006 Management Option Plan (the “ 2006 Plan ”), the portion of the Options that have fully vested as of the Participant’s Termination Date (as defined in the 2006 Plan) shall remain exercisable until the latest date that the Option could have expired by its original terms under any circumstances, which is ten (10) years from the date of grant; provided however that (i) the Options shall remain subject to any such other earlier expiration date as provided in the terms of the Plan, and (ii) such extension of the expiration date shall only be effective to the extent that such extension does not cause the Options to become subject to the excise tax under Section 409A of the Code.

3. For purposes of the Options, granted on June 2, 2006, as set forth on Schedule A:

(a) The Options shall become fully vested as of December 17, 2012.

4. For purposes of the Restricted Securities granted on April 1, 2012, as set forth on Schedule A:

(a) The requirement that the Participant remains employed until April 1, 2015 is hereby removed. For the avoidance of doubt, the Restricted Securities shall remain subject to the performance vesting condition set forth in the applicable Grant and Award Agreement. Any Restricted Securities that vest upon satisfaction of the vesting conditions shall be delivered (if not previously delivered) no later than March 15, 2015.

5. For purposes of the Restricted Securities granted on April 1, 2011, as set forth on Schedule A:

(a) The requirement that the Participant remains employed until April 1, 2014 is hereby removed. For the avoidance of doubt, the Restricted Securities shall remain subject to the performance vesting condition set forth in the applicable Grant and Award Agreement. Any Restricted Securities that vest upon satisfaction of the vesting conditions shall be delivered (if not previously delivered) no later than March 15, 2014.

6. For purposes of the Restricted Securities grant on December 9, 2009

(a) The Restricted Securities shall become fully vested as of December 17, 2012 .

7. This Agreement shall become effective immediately following (i) Participant’s execution and delivery of the Separation Agreement and (ii) the effectiveness of Participant’s separation and the release provisions in accordance with the terms and conditions of the Separation Agreement; provided, however, that this Agreement shall only remain effective so long as the Separation Agreement remains in full force and effect and Participant is not in breach of, and does not revoke, the Separation Agreement.

8. Except as expressly modified by this Agreement, all other provisions of the Grant and Award Agreements shall remain unchanged and in full force and effect. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized signatory, has executed this agreement effective as of December 10, 2012.


SENSATA TECHNOLOGIES HOLDING N.V.

By: /s/ Martha Sullivan
Martha Sullivan
Accepted and Agreed:

/s/ Thomas Wroe
Thomas Wroe

Signature Page to Amendment to Equity Award Agreements

Schedule A

Grant and Award Agreements


Name	Grant Date		Grant Price		Options Granted
Thomas Wroe		6/2/2006	$	6.99		647,499	*
Thomas Wroe		6/2/2006	$	6.99		1,294,996
Thomas Wroe		9/4/2009	$	14.80		225,000
Thomas Wroe		4/1/2011	$	35.01		163,700
Thomas Wroe		4/1/2012	$	33.48		183,700


Name	Award Date		Restricted Stock Awarded
Thomas Wroe		12/9/2009		83,600
Thomas Wroe		4/1/2011		28,300
Thomas Wroe		4/1/2012		30,500

*	Includes 256,409 options held in trust name, “The Thomas Wroe, Jr 2007 Children’s Trust”

Schedule A to Amendment to Equity Award Agreements