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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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performance goals for the earning of performance awards based on a performance period applicable to each participant or class of participants in writing prior to the beginning of the applicable performance period or at such later date as is permitted under Section 162(m) of the Internal Revenue Code and while the outcome of the performance goals are substantially uncertain. Vesting of any performance award will be determined by the compensation committee.

 

Other Share-Based and Cash-Based Awards

 

The compensation committee may grant awards which are valued in whole or in part by reference to, or are payable in or otherwise based on, our ordinary shares, including ordinary shares awarded purely as a bonus and not subject to restrictions or conditions, ordinary shares in payment of amounts due under an incentive or performance plan sponsored by us, stock equivalent units, restricted stock units and awards valued by reference to the book value of our ordinary shares, subject to the terms and conditions contained in the 2010 Equity Plan. Unless otherwise determined by the compensation committee, the recipient of such an award will not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of ordinary shares covered by the award.

 

The compensation committee may from time to time grant cash-based awards to participants in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. These cash-based awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the compensation committee may accelerate the vesting of such awards at any time in its sole discretion.

 

Share Reserve

 

5,000,000 ordinary shares will be authorized for issuance under the 2010 Equity Plan, subject to adjustment in the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, distribution of assets or any other change in our corporate structure or our ordinary shares. In addition, in connection with certain change of control transactions, the compensation committee may (i) cancel outstanding options in consideration for payment to the holders thereof of an amount that would have been payable to such holders if their options had been fully exercised immediately prior to such transaction, less the aggregate exercise price, or (ii) if the consideration payable under (i) would be equal to or less than the aggregate exercise price, cancel such outstanding options for no consideration.

 

Individual Participant Limitations

 

To the extent required by Section 162(m) of the Internal Revenue Code for awards under the 2010 Equity Plan intended to qualify as “performance-based compensation,” (i) the compensation committee may not grant to any participant, in any calendar year, options, stock appreciation rights, restricted securities or other stock-based awards for which the grant of such award is subject to the attainment of performance goals, to purchase a number of ordinary shares in excess of 50% of the total number of ordinary shares authorized under the 2010 Equity Plan, and (ii) the maximum value of a cash payment made under a cash-based award to any participant in any calendar year may not exceed $5,000,000, in each case, unless otherwise provided for in an award agreement.

 

Amendment and Termination of the Plan

 

Our board of directors, without the approval of our shareholders, may amend, modify or terminate the 2010 Equity Plan in its discretion, except that no amendment will become effective without prior approval of our shareholders if such approval is required by applicable law or regulation or if required for continued compliance with the performance-based compensation exception of Section 162(m) of the Internal Revenue Code or any stock exchange listing requirements. The terms of any outstanding award under the 2010 Equity Plan may be amended from time to time by the compensation committee in its discretion.

 

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