rrd240702_272215.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QzC5LBts+YTJry+KiFEomgeUSZD3n9g0Qn2mUne55u+cHFMRJq0zhmSyuXWyQCL/ MjLo91DSkWm81yHjcpRZwQ== 0001181431-10-015233.txt : 20100310 0001181431-10-015233.hdr.sgml : 20100310 20100310160927 ACCESSION NUMBER: 0001181431-10-015233 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100310 FILED AS OF DATE: 20100310 DATE AS OF CHANGE: 20100310 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sullivan Martha N. CENTRAL INDEX KEY: 0001483896 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34652 FILM NUMBER: 10670645 MAIL ADDRESS: STREET 1: 529 PLEASANT STREET, MS B-7 CITY: ATTLEBORO STATE: MA ZIP: 02703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sensata Technologies Holding N.V. CENTRAL INDEX KEY: 0001477294 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 000000000 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM BUSINESS PHONE: 31-546-979-450 MAIL ADDRESS: STREET 1: KOLTHOFSINGEL 8 CITY: ALMEMO STATE: P7 ZIP: 7602 EM FORMER COMPANY: FORMER CONFORMED NAME: Sensata Technologies Holding B.V. DATE OF NAME CHANGE: 20091120 3 1 rrd268803.xml FORM 3 X0203 3 2010-03-10 0 0001477294 Sensata Technologies Holding N.V. ST 0001483896 Sullivan Martha N. C/O SENSATA TECHNOLOGIES, INC. 529 PLEASANT STREET ATTLEBORO MA 02703 0 1 0 0 Executive VP and COO Ordinary Shares, par value EUR 0.01 per share 8977 D Ordinary Shares, par value EUR 0.01 per share 74300 D Stock Options to Buy 6.99 2016-05-15 Ordinary shares 1629191 D Stock Options to Buy 14.80 2019-09-04 Ordinary shares 200000 D Consists of vested restricted ordinary shares granted to the reporting person on May 15, 2006. The restricted ordinary shares vested on May 15, 2007. Consists of unvested restricted ordinary shares granted to the reporting person on December 9, 2009. The restricted ordinary shares vest in five equal annual installments beginning one year from the date of grant. Consists of 543,064 Tranche I options and 1,086,127 Tranche II options granted to the reporting person on May 15, 2006. The Tranche I options vest as follows: 40% upon the second anniversary of the date of grant and 20% upon each of the third, fourth and fifth anniversaries of the date of grant. Vesting of Tranche II options is conditioned upon the achievement of a performance target at which time they become subject to time vesting in the same manner as the Tranche I options. 325,838 of the Tranche I options have vested; no Tranche II options have vested. Consists of Tranche I options granted to the reporting person on September 4, 2009. The Tranche I options vest in five equal annual installments beginning one year from the date of grant. /s/ Martha N. Sullivan 2010-03-10 EX-24. 2 rrd240702_272215.htm POWER OF ATTORNEY rrd240702_272215.html

                                                                      Exhibit 24

                                 March 10, 2010

                                POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Thomas Wroe, Martha Sullivan, Jeffrey Cote, Robert Hureau,
Steven Reynolds, Maura Moroni and Dennis Myers, signing singly, the
undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf
of the undersigned, in the undersigned's capacity as an officer and/or director
and/or owner of greater than 10% of the outstanding ordinary shares of Sensata
Technologies Holding N.V., a public company with limited liability incorporated
under the laws of the Netherlands (the "Company"), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder; (ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority, including The
New York Stock Exchange; and (iii) take any other action of any type whatsoever
in connection with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

         The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

         This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

         IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney
to be executed as of date first written above.

                                        Martha N. Sullivan

                                        /s/ Martha N. Sullivan
                                        ----------------------------------------

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