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Sensata Technologies Holding N.V.'s SEC Filings

SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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The table below sets forth as of December 31, 2009 for each of the Named Executive Officers those options that will vest upon the completion of this offering assuming the achievement of the performance target:



   Number of Securities 

Thomas Wroe


Jeffrey Cote


Martha Sullivan


Steve Major


Richard Dane


Martin Carter



All options that are subject only to time vesting are deemed fully vested upon consummation of a “change in control” (as defined in the 2006 Option Plan). All options subject to performance vesting expire upon consummation of a “change in control” or “initial public offering” (as defined in the 2006 Option Plan) to the extent they do not otherwise performance vest in connection with the “change in control” or “initial public offering,” as applicable. This offering will qualify as an “initial public offering” under the 2006 Option Plan.


Restricted Stock. Pursuant to the First Amended and Restated Sensata Technologies Holding B.V. 2006 Management Securities Purchase Plan, or the “2006 Purchase Plan,” we may award certain restricted securities, subject to review by the Chief Executive Officer and compensation committee. All awards of restricted securities are in the form of ordinary shares. Our board of directors may authorize awards under this plan at its discretion from time to time. Our board of directors may also sell restricted securities to any participant in this plan at prices the board may determine at its sole discretion. Restricted securities granted under this plan are generally not transferable by the recipient of the securities. Restricted securities that have not vested are subject to forfeiture upon termination of the recipient’s employment for any reason other than involuntary retirement, death or disability. In addition, except as otherwise provided in specific award agreements, any restricted securities granted under the plan that have vested are subject to repurchase, at our option, upon termination of the recipient’s employment at a price equal to fair market value as determined by the board of directors. This repurchase right terminates on the first to occur of a “change in control” or an “initial public offering” (as such terms are defined in the 2006 Purchase Plan) and will terminate upon completion of this offering. Any recipient of restricted securities under the 2006 Option Plan, either by award or purchase, automatically becomes subject to the Management Securityholders Addendum to the 2006 Option Plan, which provides additional terms and conditions upon which the recipient may hold the restricted securities.


For purposes of both the 2006 Option Plan and the 2006 Purchase Plan, a “change in control” generally means (i) any transaction or series of transactions following which our Sponsors or their respective affiliates cease to have more than 50% of the total voting power or economic interest in us or our parent, and (ii) a sale or disposition of all or substantially all of the assets of our parent, us and our subsidiaries on a consolidated basis, provided that such transaction shall be considered a “change in control” if as a result the Sponsors cease to have the power to elect a majority of the board. An “initial public offering” generally means an initial public offering of our ordinary shares pursuant to an offering registered under the Dutch Act on the Supervision of Securities Transactions 1995 (Wet toezicht effectenverkeer 1995), the Securities Act or any similar securities law applicable outside of the Netherlands or the United States.


Retirement and Other Benefits. The Named Executive Officers are eligible to participate in the retirement and benefit programs as described below. The compensation committee reviews the overall cost to the Company of the various programs generally when changes are proposed. The compensation committee believes the benefits provided by these programs are important factors in attracting and retaining officers and executive officers, including the Named Executive Officers.


Pension Plan. As part of their post-employment compensation, Ms. Sullivan, Mr. Major and Mr. Dane participate in the Sensata Technologies Employees Pension Plan. All retirement plans provided for employees