SEC Info - Sensata Technologies Holding plc - ‘10-K’ for 12/31/11

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Sensata Technologies Holding plc – ‘10-K’ for 12/31/11 – ‘EX-10.37’

On: Thursday, 2/9/12, at 8:47pm ET · As of: 2/10/12 · For: 12/31/11 · Accession #: 1445305-12-259 · File #: 1-34652

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/10/12  Sensata Technologies Holding plc  10-K       12/31/11  110:33M                                    Workiva Inc

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.87M 
 2: EX-10.36    Form of April 1, 2011 Option Agreement to Thomas    HTML     37K 
                Wroe, Martha Sullivan and Steven Major                           
 3: EX-10.37    Form of April 1, 2011 Restricted Securities         HTML     40K 
                Agreement to Thomas Wroe, Martha Sullivan and                    
                Steven Major                                                     
 4: EX-10.38    Form of Amended Options Agreement                   HTML     32K 
 5: EX-10.39    Amendment to Award Agreement for Jeffrey Cote       HTML     34K 
 7: EX-21.1     Subsidiaries of Sensata Technologies Holding N.V.   HTML     48K 
 8: EX-23.1     Consent of Ernst & Young LLP                        HTML     29K 
 6: EX-18.1     Letter Regarding Change in Accounting Principle     HTML     29K 
 9: EX-31.1     Certification of CEO Pursuant to Section 302        HTML     36K 
10: EX-31.2     Certification of CFO Pursuant to Section 302        HTML     36K 
11: EX-31.3     Certification of Cao Pursuant to Section 302        HTML     36K 
12: EX-32.1     Certification of Ceo, CFO and Cao Pursuant to       HTML     32K 
                Section 906                                                      
76: R1          Document And Entity Information                     HTML     57K 
63: R2          Consolidated Balance Sheets                         HTML    174K 
74: R3          Consolidated Balance Sheets (Parenthetical)         HTML     41K 
79: R4          Consolidated Statements Of Operations               HTML    131K 
100: R5          Consolidated Statements of Operations               HTML     34K  
                (Parentheticals)                                                 
65: R6          Consolidated Statements Of Cash Flows               HTML    187K 
73: R7          Consolidated Statements of Changes in               HTML    168K 
                Shareholders' Equity                                             
57: R8          Consolidated Statements of Changes in               HTML     55K 
                Shareholders' Equity (Parentheticals)                            
46: R9          Business Description And Basis Of Presentation      HTML     37K 
102: R10         Significant Accounting Policies                     HTML    150K  
81: R11         Property, Plant and Equipment                       HTML     69K 
80: R12         Inventories                                         HTML     41K 
87: R13         Goodwill And Other Intangible Assets                HTML    179K 
88: R14         Acquisitions                                        HTML     94K 
85: R15         Accrued expenses and other current liabilities      HTML     46K 
89: R16         Debt                                                HTML    115K 
75: R17         Income Taxes                                        HTML    167K 
77: R18         Pension And Other Post-Retirement Benefits          HTML    642K 
83: R19         Share-Based Payment Plans                           HTML    221K 
110: R20         Shareholders' Equity                                HTML     61K  
96: R21         Related Party Transactions                          HTML     65K 
69: R22         Commitments And Contingencies                       HTML    112K 
82: R23         Fair Value Measures                                 HTML    155K 
71: R24         Derivative Instruments And Hedging Activities       HTML    171K 
37: R25         Restructuring Costs                                 HTML    194K 
97: R26         Discontinued Operations                             HTML     45K 
106: R27         Segment Reporting                                   HTML    201K  
51: R28         Net Income/(Loss) Per Share                         HTML     54K 
50: R29         Unaudited Quarterly Data                            HTML     70K 
55: R30         Schedule I - Condensed Financial Information        HTML    126K 
                (Parent Company)                                                 
56: R31         Schedule II - Valuation and Qualifying Accounts     HTML     51K 
58: R32         Significant Accounting Policies (Policies)          HTML    155K 
26: R33         Significant Accounting Policies (Tables)            HTML     99K 
94: R34         Property, Plant and Equipment (Tables)              HTML     68K 
67: R35         Inventories (Tables)                                HTML     38K 
70: R36         Goodwill And Other Intangible Assets (Tables)       HTML    178K 
41: R37         Acquisitions (Tables)                               HTML     86K 
109: R38         Accrued expenses and other current liabilities      HTML     46K  
                (Tables)                                                         
19: R39         Debt (Tables)                                       HTML     70K 
60: R40         Income Taxes (Tables)                               HTML    157K 
99: R41         Pension And Other Post-Retirement Benefits          HTML    643K 
                (Tables)                                                         
39: R42         Share-Based Payment Plans (Tables)                  HTML    199K 
49: R43         Shareholders' Equity (Tables)                       HTML     47K 
54: R44         Related Party Transactions (Tables)                 HTML     51K 
64: R45         Commitments And Contingencies (Tables)              HTML     70K 
25: R46         Fair Value Measures (Tables)                        HTML    148K 
45: R47         Derivative Instruments And Hedging Activities       HTML    166K 
                (Tables)                                                         
21: R48         Restructuring Costs (Tables)                        HTML    188K 
98: R49         Discontinued Operations (Tables)                    HTML     42K 
38: R50         Segment Reporting (Tables)                          HTML    209K 
95: R51         Net Income/(Loss) Per Share (Tables)                HTML     55K 
42: R52         Unaudited Quarterly Data (Tables)                   HTML     67K 
61: R53         Business Description And Basis Of Presentation      HTML     33K 
                (Details)                                                        
20: R54         Significant Accounting Policies (Details)           HTML    207K 
23: R55         Property, Plant and Equipment (Details)             HTML     68K 
53: R56         Inventories (Details)                               HTML     45K 
30: R57         Goodwill And Other Intangible Assets (Details)      HTML     79K 
103: R58         Goodwill And Other Intangible Assets - Acquired     HTML     85K  
                Finite-Lived Intangible Assets (Details)                         
66: R59         Acquisitions (Details)                              HTML    142K 
86: R60         Accrued expenses and other current liabilities      HTML     67K 
                (Details)                                                        
44: R61         Debt (Details)                                      HTML    158K 
47: R62         Debt - Extinguishment of Debt (Details)             HTML     63K 
93: R63         Debt - Capital Leases (Details)                     HTML     46K 
90: R64         Debt - Maturities (Details)                         HTML     50K 
68: R65         Income Taxes (Details)                              HTML    223K 
92: R66         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     72K 
43: R67         Pension And Other Post-Retirement Benefits          HTML   1.05M 
                (Details)                                                        
72: R68         Pension And Other Post-Retirement Benefits -        HTML     44K 
                Defined Contribution Plans (Details)                             
105: R69         Share-Based Payment Plans (Details)                 HTML    289K  
22: R70         Shareholders' Equity (Details)                      HTML     63K 
36: R71         Shareholders' Equity - IPO and Secondary Offerings  HTML     45K 
                (Details)                                                        
62: R72         Related Party Transactions (Details)                HTML     65K 
28: R73         Commitments And Contingencies - Future Minimum      HTML    127K 
                Payments (Details)                                               
108: R74         Commitments And Contingencies - Purchase            HTML     41K  
                Commitments (Details)                                            
40: R75         Commitments and Contingencies - Litigation          HTML     69K 
                (Details)                                                        
31: R76         Fair Value Measures (Details)                       HTML     80K 
35: R77         Fair Value Measures - Balance Sheet Grouping        HTML     41K 
                (Details)                                                        
24: R78         Derivative Instruments And Hedging Activities       HTML     88K 
                (Details)                                                        
27: R79         Derivative Instruments and Hedging Activities -     HTML     47K 
                Fair Value (Details)                                             
78: R80         Derivative Instruments And Hedging Activities -     HTML     47K 
                Income Statement Disclosures (Details)                           
33: R81         Restructuring Costs (Details)                       HTML    135K 
104: R82         Discontinued Operations (Details)                   HTML     39K  
59: R83         Segment Reporting (Details)                         HTML    153K 
84: R84         Segment Reporting - Geographic Information          HTML     62K 
                (Details)                                                        
91: R85         Net Income/(Loss) Per Share (Details)               HTML     46K 
32: R86         Net Income/(Loss) Per Share - Anti-dilutive Shares  HTML     37K 
                (Details)                                                        
34: R87         Unaudited Quarterly Data (Details)                  HTML     56K 
101: R88         Schedule I - Condensed Financial Information        HTML    216K  
                (Parent Company) (Details)                                       
29: R89         Schedule II - Valuation and Qualifying Accounts     HTML     37K 
                (Details)                                                        
107: XML         IDEA XML File -- Filing Summary                      XML    165K  
48: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   6.41M 
13: EX-101.INS  XBRL Instance -- st-20111231                         XML   8.50M 
15: EX-101.CAL  XBRL Calculations -- st-20111231_cal                 XML    366K 
16: EX-101.DEF  XBRL Definitions -- st-20111231_def                  XML   1.51M 
17: EX-101.LAB  XBRL Labels -- st-20111231_lab                       XML   3.57M 
18: EX-101.PRE  XBRL Presentations -- st-20111231_pre                XML   1.93M 
14: EX-101.SCH  XBRL Schema -- st-20111231                           XSD    346K 
52: ZIP         XBRL Zipped Folder -- 0001445305-12-000259-xbrl      Zip    624K

‘EX-10.37’ — Form of April 1, 2011 Restricted Securities Agreement to Thomas Wroe, Martha Sullivan and Steven Major

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit 10.37 Form of Restricted Agreement

Exhibit 10.37

SENSATA TECHNOLOGIES HOLDING N.V.

(the "Company")

RESTRICTED SECURITIES

Date: __________

Issue to:

__________ ("Participant")

__________ Ordinary Shares, par value €0.01 per Ordinary Share, at a purchase price of €0.01 per Ordinary Share in cash.

The foregoing securities are "Restricted Securities" as such term is defined in the Sensata Technologies Holding N.V. 2010 Equity Incentive Plan ("Plan"), and such Restricted Securities are subject to all of the terms and conditions of the Plan in effect from time to time, except as otherwise provided herein. Any capitalized term used herein and not otherwise defined shall have the meaning ascribed to such term in the Plan.

The foregoing Restricted Securities shall be issued to Participant upon payment to the Company of the aggregate purchase price of €_____ in cash, which amount represents the aggregate par value of all Ordinary Shares issued to Participant pursuant to this Agreement.

The foregoing Restricted Securities will be subject to performance vesting only and will performance vest only so long as Participant remains employed by the Company or one of its Subsidiaries. The cumulative percentage of Restricted Securities set forth in the first column below will vest on __________ based upon the relative achievement of the Target as set forth opposite such cumulative percentage.



Cumulative Percentage of Restricted Securities Vested		Percentage of Target Achieved
—%		Less than 90%
50%		90%
75%		95%
100%		100%
125%		105%
150%		110% or greater

As used herein, "Target" means the Company's adjusted net income of $_____ million for the fiscal year ending __________. The Company's adjusted net income shall be calculated to exclude the impact of any dividends or other equity distributions and refinancing transactions.

To the extent the Company achieves greater than 100% of the Target and, as a result, Participant becomes entitled to Restricted Securities in addition to the foregoing Restricted Securities (the "Additional

Restricted Securities"), the Additional Restricted Securities shall be issued to Participant on __________ upon payment to the Company of the aggregate purchase price in cash calculated by multiplying the number of Additional Restricted Securities by €0.01, which amount represents the aggregate par value of such Ordinary Shares issued to Participant pursuant to this Agreement. The Additional Restricted Securities shall be fully vested upon issuance. The Additional Restricted Securities shall be subject to all of the terms and conditions of the Plan in effect from time to time, except as otherwise provided herein.

By way of example only, using 1,000 ordinary shares, if the Company's adjusted net income for fiscal year _____ is $_____ million (or _____% of the Target), then _____ (or _____%) of the foregoing Restricted Securities shall vest on __________. If the Company's adjusted net income for fiscal year _____ is $_____ million (or _____% of the Target), then _____ (or _____%) of the foregoing Restricted Securities shall vest and Participant shall be entitled to receive _____ Additional Restricted Securities (which shall be fully vested upon issuance) on __________.

Notwithstanding the above and Section 4.5 of the Plan, if on the Termination Date the Participant is _____ years of age or more and has twenty (20) years or more of service to the Company or its Subsidiaries (including time with Texas Instruments prior to April 27, 2006) then provisions (a) and (b) above shall not apply and Participant's Restricted Securities will continue to vest and Participant will not be required to exercise any vested Restricted Securities within 60 days of the Termination Date (meaning that such Restricted Securities shall remain eligible for exercise until expiration).

Participant agrees at all times to cast all votes to which Participant is entitled in respect of Participant's Award Securities (which terms shall include, for the avoidance of doubt, the Additional Restricted Securities), whether at any annual or special meeting, by written consent or otherwise, in such manner as the Company may instruct by written notice. Further, Participant hereby grants to the Company an irrevocable proxy coupled with an interest to vote, including in any action by written consent, Participant's Award Securities as the Company deems appropriate in its sole discretion, which proxy shall be valid and remain in effect with respect to all Award Securities until they cease to be Award Securities pursuant to the terms of the Plan.

This agreement may be executed in one or more counterparts (including by means of telecopied signature pages), all of which taken together shall constitute one and the same agreement.

* * * *

IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officers, has executed this agreement effective as of the date first above written.



	SENSATA TECHNOLOGIES HOLDING N.V.

	By:

	Name:

	Title:

Accepted and Agreed:

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed as of:	2/10/12
Filed on:	2/9/12
For Period end:	12/31/11	ARS
	4/27/06
		List all Filings

2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/12  SEC                               UPLOAD¶    10/20/17    1:45K  Sensata Technologies Holding plc
 3/27/12  SEC                               UPLOAD¶    10/20/17    1:55K  Sensata Technologies Holding plc

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Filing Submission 0001445305-12-000259 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)