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Sensata Technologies Holding N.V.'s SEC Filings

S-1/A
SENSATA TECHNOLOGIES HOLDING PLC filed this Form S-1/A on 03/09/2010
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rate, (ii) an amount equal to the average of the Named Executive Officer’s annual bonus for the two years preceding his or her termination, and (iii) continuation of his or her health and welfare benefits for a period of one year after his or her termination. If Mr. Wroe is terminated by us without “cause,” or Mr. Wroe terminates his employment with us for “good reason” (as those terms are defined in the agreement) during his employment term, Mr. Wroe will be entitled to (i) a severance payment equal to two years at his base salary, (ii) an amount equal to the bonus payments Mr. Wroe received in the two years preceding his termination, and (iii) continuation of his health and welfare benefits for a period of two years after his termination.

 

Termination with cause, resignation without good reason, death or disability. Pursuant to the terms of the employment agreements with our Named Executive Officers, if any of our Named Executive Officers is terminated by us with “cause,” if such Named Executive Officer terminates his or her employment with us without “good reason” or such Named Executive Officer’s employment with us is terminated due to such Named Executive Officer’s death or “disability” (as defined in the agreement) during the employment term, the Named Executive Officer will be entitled to (i) his or her base salary through the date of termination and (ii) any bonus amounts to which he or she is entitled determined by reference to years that ended on or prior to the date of termination.

 

Change in Control. Pursuant to the terms of the 2006 Option Plan, upon a change in control of the issuer or Sensata Investment Co., options held by Named Executive Officers will vest if the performance target, as described in the 2006 Option Plan, was satisfied in connection with such change in control. A change in control does not result in any cash payments.

 

Director Compensation

 

We did not pay any compensation to any of our directors in fiscal year 2009. One of the issuer’s existing directors, Mr. Geert Braaksma, is an employee of a subsidiary of the issuer, but he did not receive any additional compensation in fiscal year 2009 for serving as a director.

 

We intend to adopt a compensation policy with respect to our directors prior to the completion of this offering. We expect that such a policy will involve the payment of the following compensation amounts to our executive and non-executive directors:

 

   

$50,000 annually for service on our board of directors;

 

   

stock options to purchase our ordinary shares having an aggregate value of $120,000 as of the grant date, which options will be granted to our directors in connection with this offering and will be granted in the future to new directors upon their election to our board of directors;

 

   

stock options to purchase ordinary shares with an aggregate value $80,000 as of the grant date, which options will be granted annually to our directors;

 

   

$10,000 annually for service on our audit committee, and an additional $10,000 annually for service as chairman of such committee;

 

   

$5,000 annually for service on our compensation committee, and an additional $5,000 annually for service as chairman of such committee; and

 

   

$4,000 annually for service on our nominating and governance committee, and an additional $4,000 annually for service as chairman of such committee.

 

Our directors will be eligible to receive other equity-based awards when and as determined by our compensation committee. In addition, we will reimburse our directors for reasonable out-of-pocket expenses incurred in connection with their service on our board of directors.

 

2010 Employee Stock Purchase Plan

 

Prior to the completion of this offering, our board of directors intends to adopt and submit to our shareholders for approval the Sensata Technologies Holding N.V. 2010 Employee Stock Purchase Plan, or the “2010 Stock Purchase Plan.” The purpose of the 2010 Stock Purchase Plan is to provide an incentive for present and future eligible employees to purchase our ordinary shares and acquire a proprietary interest in us.

 

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