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| ST > SEC Filings for ST > Form 8-K on 4-Jan-2013 | All Recent SEC Filings |
4-Jan-2013
Change in Directors or Principal Officers
On January 2, 2013, Sensata Technologies Holding N.V. ("Sensata") announced that
Martha Sullivan has assumed the role of Chief Executive Officer and a director
of Sensata in a planned leadership transition that was effective January 1,
2013. Ms. Sullivan was elected by shareholders at the Annual General Meeting of
Shareholders held on May 22, 2012. Ms. Sullivan, who continues to hold the title
of President, succeeds Thomas Wroe, who stepped down as CEO on December 31,
2012. Mr. Wroe will remain on the Board of Directors and become Non-Executive
Chairman. The CEO succession plan was first announced in April 2012.
Ms. Sullivan, age 55, has nearly 30 years of experience and joined Sensata's
predecessor company, Texas Instruments, in 1984. She has held various
engineering and management positions, including Vice President of Sensor
products from 1997 to 2006. She was Chief Operating Officer of Sensata from 2006
to 2012 and has been President since 2010.
In connection with her appointment as CEO, Sensata Technologies, Inc. ("STI"), a
wholly-owned, indirect subsidiary of Sensata, entered into an amended and
restated employment agreement ("the Agreement") with Ms. Sullivan. Pursuant to
the terms of the Agreement, Ms. Sullivan's salary will be $700,000 per year
effective as of January 1, 2013, subject to periodic review by the Compensation
Committee of Sensata's Board of Directors. If Ms. Sullivan's employment is
terminated by STI without "cause" (as defined in the Agreement) or by her with
"good reason" (as defined in the Agreement), Ms. Sullivan will be entitled to
severance in an amount equal to two years of her then current base salary and an
amount equal to the sum of the annual bonus paid to her in each of the prior two
years, plus continued participation in health and dental benefit plans for two
years following the date of termination. Ms. Sullivan's Agreement is attached as
Exhibit 10.1 to this current report and is incorporated herein by reference.
Sensata also announced that Steven Beringhause has been named Senior Vice
President of Global Sensors, effective January 1, 2013. As previously announced
Steve Major, his predecessor, retired on December 31, 2012.
In connection with his appointment as Senior Vice President of Global Sensors,
STI entered into an employment agreement with Mr. Beringhause. Pursuant to the
terms of the employment agreement, Mr. Beringhause's salary will be $350,000 per
year effective as of January 1, 2013, subject to periodic review by the
Compensation Committee of Sensata's Board of Directors. If Mr. Beringhause's
employment is terminated by STI without "cause" (as defined in the employment
agreement) or by him with "good reason" (as defined in the employment
agreement), Mr. Beringhause will be entitled to severance in an amount equal to
one year of his then current base salary and an amount equal to the average of
the annual bonus paid to him in the prior two years, plus continued
participation in health and dental benefit plans for one year following the date
of termination. Mr. Beringhause's employment agreement is attached as Exhibit
10.2 to this current report and is incorporated herein by reference.
A press release dated January 2, 2013 announcing the above appointments is
attached as Exhibit 99.1 to this current report and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Second Amended and Restated Employment Agreement, dated January 1,
2013, between Sensata Technologies, Inc. and Martha Sullivan.
10.2 Employment Agreement, dated January 1, 2013, between Sensata
Technologies, Inc. and Steven Beringhause.
99.1 January 2, 2013 press release entitled "Martha Sullivan appointed
Chief Executive Officer of Sensata Technologies in planned leadership
transition".
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