ST DEF 14A Report ended May 28, 2020

¨	Preliminary Proxy Statement

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

¨	Definitive Additional Materials

¨	Soliciting Material Pursuant to §240.14a-12

x	No fee required.

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)	Title of each class of securities to which transaction applies:

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¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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1.	Election of eleven directors.

2.	Advisory resolution to approve the compensation of our named executive officers ("NEOs").

3.	Advisory vote to approve the frequency of future "say-on-pay" votes.

4.	Advisory ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2020.

5.	Advisory vote on our Director Compensation Report.

6.	Approval of the appointment of Ernst & Young LLP as our U.K. statutory auditor for fiscal year 2020.

7.	Authorization of the Audit Committee, for and on behalf of the Board, to determine the remuneration of Ernst & Young LLP, in its capacity as our U.K. statutory auditor.

8.	Receipt of our 2019 Annual Report and Accounts.

9.	Approval of the form of three share repurchase contracts and the potential repurchase counterparties.

10.	Authorization of the Board, in accordance with section 551 of the U.K. Companies Act 2006, as amended (the "U.K. Companies Act"), to exercise all powers of the Company to issue equity securities.

11.	Authorization of the Board, in accordance with section 570 of the U.K. Companies Act, to issue equity securities without the rights of preemption provided by section 561 of the U.K. Companies Act.

12.	Authorization of the Board, in accordance with section 551 of the U.K. Companies Act, to exercise all powers of the Company to issue equity shares under our equity incentive plans.

13.	Authorization of the Board, in accordance with section 570 of the U.K. Companies Act, to issue equity shares under our equity incentive plans without the rights of preemption provided by section 561 of the U.K. Companies Act.

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1.

Each ordinary share of the Company outstanding on the record date will be entitled to cast one vote. In accordance with the Company’s articles of association, all resolutions will be taken on a poll. Voting on a poll means that each share represented in person or by proxy will be counted in the vote. Except for Proposals 9, 11 and 13, all resolutions will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the total voting rights of shareholders who vote on such resolution, whether in person or by proxy. Explanatory notes regarding each of the proposals (and related resolutions) are set out in the relevant sections of the accompanying proxy materials relating to such proposals.

2.	The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the U.K. Companies Act will be made available on the Company’s website as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter.

3.

Our Board has fixed the close of business on Thursday, April 2, 2020, as the record date of the Annual Meeting, and to be entitled to attend and vote on the resolutions proposed for the Annual Meeting and any adjournment or postponement thereof, shareholders must be registered in the Register of Members of the Company at the close of business in New York on this record date. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote on the resolutions proposed for the meeting. At the close of business on Thursday, April 2, 2020, 156,965,392 ordinary shares of the Company were issued and outstanding. After April 2, 2020, a list of the shareholders entitled to notice of the Annual Meeting will be available for inspection by any shareholder at 529 Pleasant Street, Attleboro, Massachusetts 02703. However, due to the COVID-19 outbreak, our Board strongly encourages you to follow the DHP Public Health Advisory and not to come for inspection in person. Should you require the list of shareholders entitled to notice of the Annual Meeting, please email our Investor Relations department at jsayer@sensata.com.

4.	If you are a broker, bank, or other nominee holding shares in street name, you can attend the Annual Meeting and vote. If you are a beneficial owner of shares held in street name through a broker, bank, or other nominee, you can attend the Annual Meeting.

5.

Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual Meeting. A shareholder may appoint more than one proxy in relation to the Annual Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A corporate shareholder may appoint one or more corporate representatives to attend and to speak and vote on their behalf at the Annual Meeting. A proxy need not be a shareholder of the Company.

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6.

If you are a registered holder and are voting by proxy through the Internet, by telephone, or by mail, your vote must be received by 9:00 a.m. (Eastern Time) on May 26, 2020 to be counted. If you are a beneficial owner of shares held in street name through a broker, bank, or other nominee, or are a broker, bank, or other nominee holding shares in street name and are voting by proxy through the Internet, by telephone, or by mail, your vote must be received by 11:59 p.m. (Eastern Time) on May 27, 2020 to be counted. We encourage shareholders to submit their proxy through the Internet or by telephone in case the postal service is impacted by COVID-19.

7.	You may revoke a previously delivered proxy at any time prior to the Annual Meeting.

8.

Shareholders meeting the threshold requirements set out in the U.K. Companies Act have the right to require the Company to publish on the Company’s website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be presented before the Annual Meeting; or (ii) any circumstance connected with the auditor of the Company ceasing to hold office since the previous annual general meeting at which annual accounts and reports were presented in accordance with the U.K. Companies Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with the U.K. Companies Act. When the Company is required to place a statement on a website under the U.K. Companies Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on its website. The business which may be dealt with at the Annual Meeting includes any statement that the Company has been required under the U.K. Companies Act to publish on a website.

9.

Pursuant to U.S. Securities and Exchange Commission (the "SEC") rules, the Company’s proxy statement (including this Notice of Annual General Meeting of Shareholders), the Company's U.S. Annual Report for the year ended December 31, 2019 (including the Annual Report on Form 10-K for the year ended December 31, 2019), and related information prepared in connection with the Annual Meeting are available at: www.proxyvote.com and www.sensata.com/investors. You will need the 16-digit control number included on your proxy card in order to access the proxy materials on www.proxyvote.com . These proxy materials will be available free of charge.

10.	You may not use any electronic address provided in this Notice of Annual General Meeting of Shareholders or any related documentation to communicate with the Company for any purposes other than as expressly stated.

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(1)	Please refer to pages 73-75 of this proxy statement for the full text of the proposals.

(2)	A separate resolution will be proposed for each director.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the election or re-election of each nominee.

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C	Committee Chair

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•	experience in the automotive or industrial industries;

•	expertise in manufacturing;

•	expertise in electrical or mechanical engineering;

•	experience as a chief executive officer or chief financial officer;

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•	experience leading the acquisition and integration of complementary businesses;

•	experience and skills in transformational technology and innovation leadership;

•	international management experience, specifically in China or Europe;

•	diversity in gender, culture, age or business experience; and

•	experience fostering organic growth within complex organizations.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the approval, on an advisory basis, of the compensation paid to our Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K.

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(3)

Adjusted EBIT is a non-GAAP measure that is used to help evaluate the success of our executives, as it is one of the performance criteria associated with our "pay at risk" compensation programs. It is also a measure that management uses to evaluate our business performance by rewarding delivery of operational efficiency improvements. A reconciliation of Adjusted EBIT to Net Income is included in Appendix B.

(4)

Adjusted EPS is a non-GAAP measure that is used to help evaluate the success of our executives, as it is one of the performance criteria associated with our "pay at risk" compensation programs. It is also a measure that management uses to evaluate our business performance, and is discussed in the "Highlights of our 2019 Business Results" section later in this Proxy Statement. A reconciliation of Adjusted EPS to diluted net income per share is included in Appendix B.

(5)

Adjusted Organic Revenue Growth is a non-GAAP measure that is used to help evaluate the success of our executives, as it is one of the performance criteria associated with our "pay at risk" compensation programs. We define Adjusted Organic Revenue Growth as the reported change in Net Revenue, excluding the effects of foreign currency movements and acquisitions, net of exited businesses, over the three-year performance period.

(6)

ROIC is a non-GAAP measure that has the potential to modify the number of PRSUs that convert into ordinary shares, upwards or downwards by up to 15%, based on achievement of the Company’s Adjusted EPS goals. Refer to “Elements of Executive Compensation” section later in this Proxy Statement for additional discussion around the nature and objectives of this compensation measure. We define ROIC as Adjusted Earnings before Interest divided by Total Invested Capital. Adjusted Earnings before Interest is defined as net income before interest expense, net, depreciation and amortization expense related to the step-up in fair value of fixed and intangible assets and inventory, deferred income tax and other tax (benefit) expense, deferred (gain) loss on other hedges, financing and other transaction costs, restructuring and special charges, and other costs. Total Invested Capital is defined as the trailing five quarter average of the sum of shareholders' equity, long-term debt, net deferred tax liabilities, and long-term capital lease and other financing obligations.

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•	Despite weak end markets, saw attractive outgrowth versus the end market

•	Strong secular growth in China

•	Operating margins in-line with guidance and delivering solid operating profitability

•	Stock price increased from 20% from $44.84 a share to $53.87 a share

•	Increased investment and continued great progress in Electrification and Smart & Connected

•	Closed new business wins worth an expected approximate $387 million in future revenues

•	Net revenue decreased 2.0% ( (1.1)% organic revenue decline) to $3.45 billion

•	Adjusted net income decreased 7% to $576 million, or 16.7% of revenue

•	Adjusted EPS decreased 2.5% to $3.56 per share

•	Repurchased 7.161 million shares for approximately $350 million under our approved share repurchase program

•	Secured significant new design wins across key growth initiatives

•	Free cash flow remained constant at $458 million

(7)

Organic revenue growth, Adjusted net income, Adjusted EPS growth, and Free cash flow are non-GAAP measures that we use to evaluate our ongoing operations and operating trends. A reconciliation of each of these measures other than organic revenue growth to the most comparable GAAP measure is included in Appendix B. Organic revenue growth is defined on page 44 of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 11, 2020.

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*	Target Pay is defined as the sum of base salary, annual incentive bonus target, the target grant date fair value of PRSUs and GPUs, and the grant date fair value of options and RSUs over the three-year period from 2017 to 2019 .

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(1)	PBUs include PRSUs which are tied to Adjusted EPS with ROIC modifier and GPUs which are tied to organic revenue growth.

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•	Closed new business wins worth an expected approximate $387 million in future revenues

•	Developed the executive team and bench to ensure a CEO successor is ready

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•	Closed new business wins worth an expected approximate $387 million in future revenues

•	Strengthened position in electrification through the acquisition of Cynergy3 for £23 million

•	Completed $350 million in share buybacks

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(1)	The cumulative number of banked units, or

(2)	The product of (the total PRSUs granted) * (the Year 3 banked units percentage based on Adjusted EPS) * (the Year 3 ROIC modifier). This second formula can only be applied if the actual Year 3 Adjusted EPS is

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(1)	The cumulative number of banked units, or

(2)	The product of (the total GPUs granted) * (the Year 3 banked units percentage based on 3-Year CAGR). This second formula can only be applied if the actual 3-Year CAGR is greater than 100% of the 3-Year CAGR Target.

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•	We believe that incentive programs tied to the achievement of our strategic objectives, financial performance goals, and specific individual goals appropriately provide executives, including the NEOs, and other employees the incentive to focus on delivering shareholder value.

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•	A significant portion of variable compensation is delivered in equity (stock options, RSUs, PRSUs, and GPUs) with multi-year vesting. We believe that equity compensation helps reduce compensation risk by balancing financial and strategic goals against other factors management may consider to ensure long-term shareholder value is being sought.

•	We believe that stock ownership guidelines and vesting restrictions on equity awards serve as effective retention mechanisms and align the interests of employees, including the NEOs, with long-term shareholder value.

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(1)	Base salary shown here may differ with the base salaries shown in the "Compensation Discussion and Analysis-Elements of Executive Compensation-Base Salary" due to base salary increases that went into effect during the year, if any.

(2)	Reflects a discretionary retention payment related to Mr. Chawla’s prior role as SVP, Performance Sensing Europe.

(3)

Represents the aggregate grant date fair value of restricted stock units (i.e., PRSUs, GPUs, and RSUs) granted in the years ended December 31, 2019 , 2018 , and 2017 calculated in accordance with Accounting Standards Codification ("ASC") Topic 718, Stock Compensation ("ASC 718"). See Note 4, "Share Based Payment Plans," of our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2019 for further discussion of the relevant assumptions used in calculating the grant date fair value. With respect to PRSUs granted, the number of securities that vest will depend on the extent to which certain performance criteria are met and could range between 0% and 172.5% of the number of units granted. With respect to GPUs granted, the number of securities that vest will depend on the extent to which certain performance criteria are met. Payouts could range between 0% and 150% of the number of units granted in 2018 and between 0% and 200% of the number of units granted in 2017. The number of PRSUs, GPUs and RSUs granted to each NEO during 2019 is detailed in the Grants of Plan Based Awards Table.

(4)

Represents the grant date fair value of stock options granted during the fiscal year. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 4, "Share Based Payment Plans," of our Annual Report on Form 10–K for the fiscal year ended December 31, 2019 . The number of shares underlying the stock options granted to each NEO during 2019 is detailed in the Grants of Plan Based Awards Table.

(5)	Represents the annual incentive bonus awarded to each NEO. See "Compensation Discussion and Analysis-Elements of Executive Compensation-Annual Incentive Bonus" for more information.

(6)	Reflects the aggregate change in actuarial present value of accrued benefits under the Sensata Technologies Employees Pension Plan and the Supplemental Pension Plan.

(7)	The table below presents an itemized account of "All Other Compensation" provided to the NEOs, regardless of the amount and any minimal thresholds provided under the SEC rules and regulations .

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(1)	Represents payments made by the Company in connection with financial and legal counseling provided to the NEOs.

(2)	Represents the employer Healthcare Savings Account contribution and Group Term Life and for Mr. Chawla includes private health insurance as part of his German employment contract.

(3)	Amount in 2018 for Mr. Chawla includes $2,614 net contributions to his German pension plan.

(4)	Represents relocation expenses related to Mr. Chawla's transfer to the U.S. from Germany.

(5)

Mr. Chawla's amount in 2018 includes $18,195 in tuition assistance for his children and $7,345 for a car benefit. Ms. Sullivan's amount in 2017 includes imputed income for prior years' tax adjustments identified as a result of a Netherlands wage tax audit. Mr. Cote's amounts 2018 and 2019 relate to taxable reimbursements for gym memberships. Mr. Beringhause's amounts in 2017 relate to a tax equalization payment provided to Mr. Beringhause in connection with the exercise of stock options which were previously awarded to him while on an expatriate assignment.

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(1)

The threshold, target and maximum awards were established under our annual incentive bonus program. See "Compensation Discussion and Analysis—Elements of Executive Compensation–Annual Incentive Bonus" for information regarding the criteria applied in determining the amounts payable under the awards. The actual amounts paid with respect to these awards are included in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table.

(2)	Threshold amounts were determined based on 40% of the 2019 bonus target for each NEO.

(3)	Target amounts were determined based on 2019 annual base salary for each NEO.

(4)	The maximum payment amount under our annual incentive bonus program is 2x the target amount times a multiplier based on scorecard performance, which can range from 0% to 150%, subject to a cap of 240%.

(5)	Represents the number of RSUs awarded to the NEOs pursuant to the 2010 Equity Plan.

(6)	Represents the number of stock options awarded to the NEOs pursuant to the 2010 Equity Plan.

(7)	Represents the total grant-date fair value per award calculated in accordance with ASC 718. Refer to Note 4, "Share-Based Payment Plans," to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2019 for the method of calculation and assumptions used.

(8)	Represents the number of PRSUs awarded to the NEOs pursuant to the 2010 Equity Plan. For more information on the determination of the threshold, target, and maximum number of units awarded, refer to the section "Compensation Program Overview - Equity Compensation - 2019 LTI Program - PRSUs".

(9)	Represents the number of GPUs awarded to the NEOs pursuant to the 2010 Equity Plan. For more information on the determination of the threshold, target, and maximum number of units awarded, refer to the section "Compensation Program Overview - Equity Compensation - 2019 LTI Program - GPUs".

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(1)	Represents stock options issued to NEOs pursuant to the 2006 Option Plan or the 2010 Equity Plan.

(2)	Represents RSUs, PRSUs and GPUs issued to NEOs pursuant to the 2010 Equity Plan.

(3)	The exercise price of stock options is equal to the closing price of our ordinary shares on the date of grant, or, if the NYSE was not open for trading on the date of grant, on the immediately preceding business day.

(4)

The options, RSUs, PRSUs and GPUs granted to the NEOs are subject to time-based and/or performance-based vesting conditions. The option awards granted in 2009 are divided into three tranches. The first tranche was subject to time vesting and vested over a period of five years from the initial date of grant. The second and third tranches are subject to the same time vesting as the first tranche and the completion of a liquidity event that results in specified returns on the Sponsors’ investment. During the three months ended September 30, 2009, we amended the 2006 Option Plan to change the performance measure of Tranche 3 options to that of the Tranche 2 options. In effect, Tranche 3 options were converted to Tranche 2 options. The liquidity event was achieved in connection with our initial public offering in March 2010.

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(2)	Includes 1,104,998 RSUs, PRSUs, and GPUs that, if and when vested, will be settled in ordinary shares of Sensata.

(3)	Weighted average exercise price of outstanding options only.

(4)	We have no intention to issue shares from the Sensata Technologies Holding plc Second Amended and Restated 2006 Management Option Plan in the future.

(1)	The value realized on exercise for option awards is calculated as the number of options exercised multiplied by the difference between the market price of the underlying securities at exercise and the exercise price of the options.

(2)	The value realized on vesting for stock awards is based on the closing price of our ordinary shares on the New York Stock Exchange on the vesting date.

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(1)

The number of years of credited service under the plan was frozen as of January 31, 2012. Credited service began on the date the NEO became eligible to participate in the plan. Eligibility to participate began on the earlier of 18 months of employment or January 1 following the completion of one year of employment. Accordingly, each of Ms. Sullivan and Mr. Beringhause was employed by Texas Instruments, prior to the April 2006 spin-off of the Sensors and Controls business of Texas Instruments, or by us, since April 2006, for longer than the years of credited service shown above. In effect, the actual number of years of service of each NEO who participates in the plan is greater than his or her credited years of service.

(2)

The assumptions and valuation methods used to calculate the present value of the accumulated pension benefits shown are the same as those used by us for financial reporting purposes except that a NEO’s retirement is assumed (in accordance with SEC rules) for purposes of this table to occur at age 65 and no assumption for termination prior to that date is used and the benefit is assumed to be paid in a lump sum of the amount shown. The amount of the present value of the accumulated pension benefit as of December 31, 2019 is determined using a discount rate assumption of 2.60% .

(3)	Messrs. Vasington, Cote and Chawla are not eligible to participate in any of the above-mentioned plans.

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(1)	Base salary and bonus amounts payable to the CEO would be paid in 24 monthly installments. Base salary and bonus amounts payable to all other NEOs would be paid in 12 monthly installments.

(2)

A change in control, without a termination of employment, will not trigger any severance payments. Any payments or equity due under the terms of the 2010 Equity Plan upon a change in control and subsequent termination of employment without cause or resignation for good reason (as defined in the relevant employment agreement), are included in the "Termination Without Cause or Resignation for Good Reason After Change in Control" column of this table. Refer to "Change in Control" below for definitions of change in control under the 2006 Option Plan and the 2010 Equity Plan. All executive agreements contain customary non-compete and non-solicit agreements which are triggered upon a termination due to a "Change in Control."

(3)	For purposes of this calculation, all PRSUs and GPUs are assumed to vest at target.

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è	The Board of Directors unanimously recommends that shareholders vote, on an advisory basis, for a an annual vote on the compensation paid to our Named Executive Officers.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the approval of the Directors' Compensation Report (items 1 and 3 below).

1.	a statement by the Chair of the Compensation Committee of the Board of Directors (the Chairperson’s Statement);

2.	a directors’ compensation policy (the Directors’ Compensation Policy); and

3.	the annual report on directors’ compensation (the Annual Report on Directors’ Compensation), setting out directors’ compensation for the year ended December 31, 2019.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the appointment of Ernst & Young LLP as our statutory auditor under the U.K. Companies Act to hold office from the conclusion of this Annual Meeting until the conclusion of the next annual general meeting at which accounts are laid before the Company.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the authorization of the Audit Committee to determine our U.K. statutory auditor's remuneration for and on behalf of the Board.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the receipt of the Company's 2019 Annual Report and Accounts.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" approval of the form of three share repurchase contracts and potential repurchase counterparties.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the authorization of the Board to issue equity securities.

a)	up to an aggregate nominal amount of €315,000; and

b)	up to a further aggregate nominal amount of €315,000, provided that (i) they are equity securities (within the meaning of section 560 of the Act) and (ii) they are offered by way of a rights issue.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" approval of the authorization of the Board to issue equity shares without the application of preemptive rights.

a)	in the case of allotments authorized by paragraph (a) of Proposal 10, (i) in connection with a preemptive offer or (ii) otherwise than in connection with a pre-emptive offer of up to an aggregate nominal amount of €157,000; and

b)	in the case of allotments authorized by paragraph (b) of Proposal 10, of the equity securities to be issued in connection with a rights issue.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" the authorization of the Board to issue shares in connection with the Company's equity incentive plans.

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è	The Board of Directors unanimously recommends that shareholders vote "FOR" approval of the authorization of the Board to issue equity securities under our Equity Plans without the application of preemptive rights.

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(1)	Represents the grant-date fair value calculated in accordance with ASC 718. Refer to Note 4, "Share-Based Payment Plans", to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal year 2019 for the method of calculation and assumptions used.

(2)	As of December 31, 2019 , this director had no options outstanding and exercisable, 4,167 unvested RSUs.

(3)	As of December 31, 2019 , this director had 66,700 options outstanding and exercisable, 3,431 unvested RSUs, and beneficially owned 211.838 thousand ordinary shares, of which 200,000 were held indirectly

(4)	As of December 31, 2019 , this director had 14,940 options outstanding, 3,431 unvested RSUs, and beneficially owned 10,085 ordinary shares that were held directly.

(5)	As of December 31, 2019 , this director had 23,140 options outstanding and exercisable, 3,431 unvested RSUs, and beneficially owned 12,051 ordinary shares that were held directly.

(6)	As of December 31, 2019 , this director had 51,440 options outstanding and exercisable, 0 unvested RSUs, and beneficially owned 0 ordinary shares that were held directly. Mr. Pond retired in connection with the 2019 annual general meeting

(7)	As of December 31, 2019 , this director had no options outstanding and exercisable, 3,431 unvested RSUs, and beneficially owned 6,160 ordinary shares that were held directly.

(8)	As of December 31, 2019 , this director had 15,640 options outstanding and exercisable, 3,431 unvested RSUs, and beneficially owned 10,085 ordinary shares that were held directly.

(9)	As of December 31, 2019 , this director had 400,140 options outstanding and exercisable, 3,431 unvested RSUs, and beneficially owned 11,749 ordinary shares, of which 6,464 were held indirectly.

(10)	As of December 31, 2019 , this director had 64,940 options outstanding and exercisable, 3,431 unvested RSUs, and beneficially owned 9,995 ordinary shares that were held directly.

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•	the audit of the Company's accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the annual general meeting; or

•	any circumstance connected with an auditor of the Company ceasing to hold office since the last annual general meeting.

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*	Less than 1%

(1)	Reporting person is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.

(2)	For the purposes of the reporting requirements of the Securities Exchange Act of 1934, this reporting person is deemed to be a beneficial owner of such securities, however, this reporting person expressly disclaims beneficial ownership of these ordinary shares pursuant to Rule 13d-4 of the Securities Exchange Act of 1934.

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(3)	Information for our shareholders that beneficially own greater than 5% of our ordinary shares can be disaggregated as follows:

(4)	Information regarding the holdings of our directors, director nominees, and Named Executive Officers can be disaggregated as follows:

(a)	Includes 200,000 ordinary shares held indirectly by the Paul Edgerley 1998 Irrevocable Family Trust.

(b)	Includes 6,464 ordinary shares held indirectly by a trust established for the benefit of the reporting person's children and 5,285 ordinary shares held indirectly by a living revocable trust.

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(a)	up to an aggregate nominal amount of €315,000; and

(b)	up to a further aggregate nominal amount of €315,000, provided that (i) they are equity securities (within the meaning of section 560 of the U.K. Companies Act) and (ii) they are offered by way of a rights issue.

(ii)	the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for, or to convert any securities into, shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

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(a)	in the case of allotments authorized by paragraph (a) of the ordinary resolution set forth in Proposal 10, (i) in connection with a pre-emptive offer or (ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of €157,000; and

(b)	in the case of allotments authorized by paragraph (b) of the ordinary resolution set forth in Proposal 10, of the equity securities to be issued in connection with a rights issue.

(i)	"rights issue" has the meaning given in Proposal 10;

(ii)

"pre-emptive offer" means an offer of equity securities, open for acceptance for a period fixed by the directors to: (x) holders of Ordinary Shares in proportion (as nearly as may be practicable) to their existing holdings; and (y) holders of other equity securities as required by the rights of those securities or as the directors may otherwise consider necessary, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under, the laws of any territory or the requirements of any regulatory body or stock exchange or any other matter; and

(iii)	the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for, or to convert any securities into, shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

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1.	The election, by way of separate ordinary resolutions, of the eleven nominees named in this proxy statement to serve as directors of the Company until our 2021 annual general meeting of shareholders.

2.	An advisory resolution on executive compensation.

3.	An advisory resolution on the frequency of future say-on-pay votes.

4.	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020.

5.	An advisory vote on our Director Compensation Report.

6.	The appointment of Ernst & Young LLP as our U.K. statutory auditor under the U.K. Companies Act, to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.

7.	The authorization of the Audit Committee, for and on behalf of the Board, to determine the remuneration of Ernst & Young LLP as the Company’s U.K. statutory auditor.

8.	The receipt of the Company's 2019 Annual Report and Accounts.

9.	The approval of the form of certain share repurchase contracts to be used in the Company’s share repurchase program and the counterparties with whom the Company may conduct such repurchase transactions.

10.	The authorization of the directors to issue equity securities.

11.	The authorization of the directors to issue equity securities without offering preemptive rights required under the U.K. Companies Act.

12.	The authorization of the directors to issue equity securities pursuant to our equity incentive plans.

13.	The authorization of the directors to issue equity securities pursuant to our equity incentive plans without offering preemptive rights required under the U.K. Companies Act.

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•	by telephone using the toll-free telephone number shown on the proxy card;

•	through the Internet as instructed on the proxy card; or

•	by mail by completing and signing the proxy card and returning it in the prepaid envelope provided.

•	FOR the election of all nominees for director named in this proxy statement (in each case, to be approved by way of a separate ordinary resolution);

•	FOR advisory approval of the compensation of our NEOs by way of ordinary resolution;

•	FOR choice 1 (an advisory vote on the compensation of Sensata's NEOs set forth in Sensata's proxy statement to occur every year);

•	FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020;

•	FOR advisory approval of the Director Compensation Report;

•	FOR the appointment of Ernst & Young LLP as our U.K. statutory auditor by way of ordinary resolution;

•	FOR authorizing the Audit Committee, for and on behalf of the Board, to determine the remuneration of Ernst & Young LLP by way of ordinary resolution;

•	FOR the receipt of the Company's Annual Report and Accounts by way of ordinary resolution;

•	FOR the approval of the form of three share repurchase contracts and the counterparties through which the Company may conduct repurchases by way of special resolution;

•	FOR the authorization of our directors to issue ordinary shares of the Company by way of ordinary resolution;

•	FOR authorization off our directors to issue ordinary shares of the Company free of preemptive rights set forth in the U.K. Companies Act by way of a special resolution;

•	FOR the authorization of our directors to issue ordinary shares of the Company under our equity incentive plans by way of ordinary resolution;

•	FOR authorization of our directors to issue ordinary shares of the Company under our equity incentive plans free of preemptive rights set forth in the U.K. Companies Act by way of a special resolution; and

•	Otherwise in accordance with the judgment of the person or persons voting the proxy on any other matter properly brought before the Annual Meeting.

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•	Entering a later-dated vote by telephone or through the Internet;

•	Delivering a valid, later-dated proxy card;

•	Sending written notice to the Office of the Company Secretary of Sensata; or

•	Voting by ballot in person at the Annual Meeting.

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(1)	Represents actual base salary paid.

(2)	Benefits for Ms. Sullivan included health benefits and payments made in connection with financial counseling.

(3)	Details of the performance measures and targets applicable to the Annual Incentive Bonus are set out beginning on page 30 of the proxy

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(4)	LTI Award for Ms. Sullivan consisted of the following:

(a)	RSU figures are the value of the awards made in the corresponding year using the fiscal year three-month ending closing price which was $51.37 and $45.26 for 2019 and 2018 respectively. The RSUs vest on the third anniversary of the grant date based on continued service during the vesting period.

(b)

The amount shown represents the total amount achieved for the year, which is calculated by multiplying the performance times the number of shares granted times the closing stock price on the vest date. For 2019 and 2018, the achieved performance on PRSUs was 94% and 126% , respectively, and the closing stock price on the date of vest was $27.75, and $46.93, respectively. For 2019, the achieved performance on GPUs was 67%, and the closing stock price on the date of vest was $27.75. For 2019 vested shares, there is no value due to share price appreciation. Details of the performance measures and targets applicable to the PBUs are set out beginning on page 33 of the proxy statement.

(c)

Consistent with U.K. regulations, the amount reported above for Options is the implied gain on those options compared with the average closing price per share for the last three months of 2019 and 2018. In 2019, the options exercise price was $46.93 and the average closing price per share for the last three months of 2019 was $51.37. In 2018, the options exercise price was $51.83 and the average closing price per share for the last three months of 2018 was $45.26.

(5)	Includes the Company's matching contributions to Ms. Sullivan's 401(K). Her compensation related to the increase in her pension benefit adjusted for inflation was $0 given that it is a frozen plan. See pages 45 through 47 of the proxy statement for further details on the Company's pension plans.

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(1)

During 2017, a wage tax audit was completed in the Netherlands, whereby it was determined that certain wage taxes in years prior to 2017 had been miscalculated, or in certain instances, under-withheld from the director's wages. As a result, in 2017, the Company paid any prior period wage taxes which had not been withheld from the prior period compensation. Benefits represents the impact of the prior periods' wage taxes paid to the Netherlands, including the related tax gross up. The amounts for 2019 include U.K. tax advisory and preparation fees and reimbursement of reasonable out of pocket expenses.

(2)	RSU figures are the value of the awards made in the corresponding year using the fiscal year three-month ending closing price which was $51.37 , $45.26 and $49.26 for 2019 , 2018 and 2017 respectively. The RSUs vest on the day of the Annual General Meeting of Shareholders based on continued service during the vesting period.

(3)	Mr. Absmeier joined the Board in March 2019.

(4)	Includes fees $70,000 as Chairman of the Board before stepping down in July 2019, fees prorated to reflect this. Fees also include $70,000 and $60,000 as Chairman of the Board for the year ended December 31, 2018 and December 31, 2017.

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(5)	Mr. Pond resigned from his position as a Director in June 2019. Fees earned in 2019 were prorated to reflect his resignation.

(1)	Face value has been calculated based on the price of a share of common stock of the Company at grant of $51.00 for awards made on March 1, 2019, $46.93 for awards made on April 1, 2019 and $43.73 for awards made on May 28, 2019 .

(2)	Mr. Absmeier's grant awarded upon joining the Board of Directors in March 2019.

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(1)	CEO compensation is composed of base salary, annual incentive bonus attributable to the performance year and value of LTI awards on vesting.

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•	providing insights and advice regarding our Company compensation philosophy, objectives and strategy;

•	developing criteria for identification of our peer group for Director compensation and Company performance review purposes;

•	reviewing management's design proposals for short-term cash and long-term equity incentive compensation programs;

•	providing insights and advice regarding our analysis of risks arising from our compensation policies and practices;

•	providing compensation data from the Company's peer group proxy and other disclosures;

•	advising on and providing comments on management's recommendations regarding senior executives' annual incentives for 2019 and equity based awards granted in 2019 .

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(1)	Consists of the impacts of foreign currency exchange rates, acquisitions, and divestitures

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1.

Throughout the period of this Agreement, Ordinary Shares will be purchased in the open market or through privately negotiated transactions by the Counterparty upon instructions provided from time to time by the Company as to the number of Ordinary Shares to be purchased over a designated period of time and the price or prices that the Company is willing to pay for the Ordinary Shares (the " Purchase Price "), such instructions to be provided by the Company from one or more authorised person(s) to be notified to the Counterparty by the Company (each an " Authorised Person ").

2.	Ordinary Shares will be purchased by the Counterparty in accordance with all applicable laws and regulations, including (without limitation):

(a)

the volume limitations of Rules 10b-18(b)(4) and 10b-18(c)(2) of the Securities Exchange Act of 1934, as may be amended or superseded from time to time (the " Exchange Act "), provided, that the Counterparty shall not be responsible for compliance with such volume limitations to the extent that the Company or any affiliated purchaser of the Company has purchased shares through any other broker or dealer on any single day (including the purchase of a block of stock under the “one block per week” exemption provided for under Rule 10b-18(b)(4)) and the Company either (i) has not informed the Counterparty of any such purchases executed on the same day (or, in the case of block purchases, during the same week) on which the Company has instructed the Counterparty to effect purchases under this Agreement or (ii), in the case of block purchases, has not informed the Counterparty of the volume of all such block purchases effected during the prior four weeks for purposes of computing allowable trading volume. The maximum value of Ordinary Shares, at acquisition cost, to be purchased under this program will be advised to the Counterparty by an Authorised Person from time to time following the execution of this Agreement;

(b)	Rules 10b-18(b)(2) and 10b-18(c)(1) of the Exchange Act regarding timing of purchases; and

(c)	Rule 10b-18(b)(3) of the Exchange Act regarding price of purchases,

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3.	Notwithstanding the foregoing, and where such is in compliance with the requirements of Rule 10b-18:

(a)	the maximum price that may be paid to purchase an Ordinary Share shall be 110% of the last reported sale price per share for the Ordinary Shares on the New York Stock Exchange or such other exchange on which the Ordinary Shares are principally listed from time to time (the " Principal Market "), in each case determined at the time that the purchase is made; and

(b)	the maximum aggregate number of Ordinary Shares which may be purchased pursuant to this Agreement shall not exceed 20% of the total issued ordinary shares of the Company as at 5:00 pm (London time) on May 28, 2020 as adjusted on a proportionate basis to take into account any consolidation or division of shares from time to time.

4.	The Company confirms that all purchases will be effected pursuant to Rule 10b-18 of the Exchange Act, from or through only one broker or dealer on any single day or as otherwise allowed by Rule 10b-18(b) of the Exchange Act.

5.	Purchases may be made on any national securities exchange, electronic communication network (ECN), alternative trading system (ATS), in over-the-counter (OTC) transactions or through privately negotiated transactions.

6.	Before purchases commence under this Agreement, the Company and/or its predecessor, Sensata Technologies Holding N.V., will have disclosed the repurchase program to the public.

7.

The Company reserves the right to instruct the Counterparty to suspend purchases at any time, without prejudice to the settlement of purchases effected by the Counterparty prior to the receipt of notice of such suspension. Notification of suspension will be communicated directly to the Counterparty via email or such other methods as are agreed between the Company and the Counterparty. The Company agrees that purchases shall not be made at any time when, for legal or regulatory reasons, it would be inappropriate for the Counterparty or the Company to effect such purchases.

8.

The Company represents that the entry into this Agreement and any purchases of Ordinary Shares by the Counterparty pursuant to the terms of this Agreement will comply with and not violate or contravene any legal, regulatory or contractual restriction or requirement applicable to the Company or the Ordinary Shares, including Section 10(b) and Rule 10b-5 of the Exchange Act and that the Company has obtained and will maintain all necessary consents and approvals to enter into this Agreement and carry out purchases of Ordinary Shares pursuant to this Agreement.

9.	The Counterparty represents that it has established reasonable policies and procedures to ensure that its agents and representatives responsible for executing purchases of Ordinary Shares pursuant to this Agreement will not violate the federal insider trading laws and will use good faith efforts to comply with the requirements of Rule 10b-18.

10.	Daily purchase information will be provided by the Counterparty to the Company by phone or email, and trade confirmations will be sent by email or fax on each relevant trade date.

11.	Purchases of Ordinary Shares, in accordance with the instructions contained herein, will commence on the date to be agreed between the Company and the Counterparty.

12.	Notices for the attention of the Company shall be sent to the Company's Treasurer (or such other person(s) as notified in writing to the Counterparty by the Company) at the address, email address and/or fax number (as applicable) notified in writing to the Counterparty by the Company.

13.	Notices for the attention of the Counterparty shall be sent to the address notified in writing to the Company by the Counterparty.

14.	Any notice shall be deemed given on the date received by the recipient pursuant to Paragraph 12 or 13 above or, if received after 4:00 PM New York City time, on the next day on which the Principal Market is open for business and the Ordinary Shares trade in the regular way on the Principal Market (a " Trading Day ") or if received on a day that is not a Trading Day, on the next Trading Day.

15.

The Counterparty shall (including, without limitation, by liaising with the transfer agent and registrar of the Company (the " Transfer Agent ")) procure that any Ordinary Share to be sold by the Counterparty to the Company is transmitted or delivered by DWAC or similar means of transmission so that such Ordinary Share is withdrawn from the facilities of the Depository Trust Company (the " DTC System ") (in particular by removing any Ordinary Share deposited with the nominee of the DTC System, Cede & Co.) and the Company receives the Ordinary Share in record form (a " Record Share ").

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16.

In accordance with Paragraph 15, the Counterparty shall sell, and the Company shall purchase, all such Record Shares. Such purchase(s) shall be (a) settled on the same day that the Counterparty acquires the shares upon the settlement of its purchase(s) pursuant to Paragraph 1; and (b) on the same terms as the purchase(s) were effectuated by the Counterparty pursuant to Paragraph 1. Following such purchase and delivery, the Company shall be registered as the record holder of such Record Shares, or such Record Shares shall otherwise be cancelled by the Company. The Company shall be responsible for any stamp duty that is due in respect of the purchase of Record Shares from the Counterparty.

17.	The Counterparty shall deliver to the Transfer Agent any documents as may be necessary or as may be reasonably requested by the Transfer Agent to give effect to the purchase, delivery, registration or cancellation of any Record Shares to the Company in accordance with the terms of this Agreement.

18.

The Company will pay for any and all Record Shares purchased by it in accordance with Paragraph 15 above by wiring funds to the bank account of the Counterparty or other designee by no later than the date of delivery of Record Shares or such other date as may be agreed between the Company and the Counterparty. Any commission payable by the Company in respect of the delivery of Record Shares shall be agreed in writing from time to time between the Company and the Counterparty, and shall be paid to the Counterparty by the Company on delivery of Record Shares or such other date as may be agreed between the Company and the Counterparty. The relevant bank account details of the Counterparty shall be notified to the Company by the Counterparty in writing from time to time.

19.	The Counterparty and the Company each acknowledge and agree that:

(a)	Prior to an acquisition by the Company under Paragraph 15 hereof, the Company shall not acquire, nor have any legal or beneficial interest in, any Ordinary Share purchased by the Counterparty pursuant to this Agreement;

(b)	Nothing in this Agreement is or shall constitute a party acting as the agent of the other for any purpose. Neither party shall describe itself as an agent or in any way hold itself out as being an agent of the other; and

(c)	The Counterparty shall act as principal in respect of its acquisition of the Ordinary Shares and shall effect purchases of shares hereunder in "riskless principal transactions" as defined in Rule 10b-18(a)(12) of the Exchange Act.

20.	This Agreement will be governed by and construed in accordance with the internal laws of the State of New York.

21.	This Agreement may not be assigned by any party without the prior written consent of the other party.

22.	This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.

23.	This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

24.	If any provision of this Agreement is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Agreement will continue and remain in full force and effect.

25.	This Agreement may be terminated by either party at any time, and with immediate effect, upon written notice from one party to the other by overnight mail, email or fax, at the addresses or fax numbers previously notified by the other party.

26.

The Company represents and warrants that it is not, on the date hereof (and on any of the dates the Company notifies Counterparty to transact under this Agreement), in possession of any material non-public information regarding the Company or the Ordinary Shares. Information is "Material" if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision. Information is “Non-public” if it has not been disseminated in a manner making it available to investors generally. The Company also represents and warrants that it is currently in an open trading window and will be on the dates the Company notifies Counterparty to transact under this Agreement.

27.

The Issuer has previously adhered to the ISDA 2018 U.S. Resolution Stay Protocol as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the “ ISDA U.S. Protocol ”), and the terms of such protocol, as it is in force from time to time, shall be incorporated into and form a part of this agreement.  For purposes of incorporating the ISDA U.S. Protocol, the Counterparty shall be deemed to be a Regulated Entity, the Issuer shall be deemed to be an Adhering Party, and this agreement shall be deemed to be a Protocol Covered Agreement. Capitalized terms used but not defined in this paragraph shall have the meanings given to them in the ISDA U.S. Protocol.

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1.	Prior to the commencement of the transactions contemplated by this Repurchase Plan the parties shall agree in writing in a form substantially as set forth in Exhibit A hereto to certain terms in respect of the proposed repurchases.

2.

During the Repurchase Period, the Counterparty shall effect one or more purchases as principal of Ordinary Shares having a maximum aggregate value of no more than the Total Repurchase Amount. On each Trading Day, the Counterparty shall purchase that number of Ordinary Shares having an aggregate value of up to the Maximum Amount, plus or minus up to $1,000. Notwithstanding the foregoing, the Counterparty shall not purchase any Ordinary Shares at a price exceeding the Limit Price and the maximum aggregate number of Ordinary Shares which may be purchased pursuant to this Repurchase Plan shall not exceed the Repurchase Cap.

3.

If, consistent with ordinary principles of best execution or for any other reason, the Counterparty cannot purchase the Maximum Amount on any Trading Day, then the amount of such shortfall may be purchased as soon as practicable on the immediately succeeding Trading Day and on each subsequent Trading Day as is necessary to purchase such shortfall consistent with ordinary principles of best execution; provided that in no event may the amount of such shortfall be purchased later than the fourth business day after such Trading Day.

4.	Nevertheless, if any such shortfall exists after the close of trading on the last Trading Day of the Repurchase Period, the Counterparty’s authority to purchase such shares under this Repurchase Plan shall terminate.

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5.

The Counterparty may make purchases pursuant to this Repurchase Plan in the open market or through privately negotiated transactions. The Counterparty agrees to comply with the manner of purchase requirements of paragraphs (b)(2), (b)(3) and (b)(4) of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ") in effecting any purchase of Ordinary Shares in the open market pursuant to this Repurchase Plan. The Company agrees not to take any action that would cause any purchase in the open market not to comply with Rule 10b-18, nor to attempt to influence when or whether purchases are made by the Counterparty.

6.

The Counterparty shall (including without limitation, by liaising with the transfer agent and registrar of the Company (the " Transfer Agent ")) procure that any Ordinary Share to be sold by the Counterparty to the Company is transmitted or delivered by DWAC or similar means of transmission so that such Ordinary Share is withdrawn from the facilities of the Depositary Trust Company (the " DTC System ") (in particular by removing any Ordinary Share deposited with the nominee of the DTC System, Cede & Co.) and the Company receives the Ordinary Share in record form (a " Record Share ").

7.

In accordance with Article I, Paragraph 6 and Exhibit A, the Counterparty shall sell, and the Company shall purchase, all such Record Shares. Such purchase(s) shall be (a) settled on the same day that the Counterparty acquires the shares upon the settlement of its purchase(s) pursuant to Article I, Paragraph 2 and; (b) on the same terms as the purchase(s) were effectuated by the Counterparty pursuant to Article I, Paragraph 2. Following such purchase and delivery, the Company shall be registered as the record holder of such Record Shares or such Record Shares shall otherwise be cancelled. The Company shall be responsible for any stamp duty that is due in respect of the purchase of Record Shares from the Counterparty. The Counterparty shall deliver to the Transfer Agent any documents as may be necessary or as may be reasonably requested by the Transfer Agent to give effect to the purchase, delivery, registration or cancellation of any Record Shares to the Company in accordance with the terms of this Repurchase Plan.

8.

The Company will pay for any Record Shares purchased by it in accordance with Article I, Paragraph 6 above by wiring funds to the bank account of the Counterparty or other designee by no later than the date of delivery of the Record Shares or such other date as may be agreed between the Company and the Counterparty. Any commission payable by the Company in respect of the delivery of Record Shares shall be set forth in Exhibit A, and shall be paid to the Counterparty by the Company on delivery of the Record Shares or such other date as may be agreed between the Company and the Counterparty. The relevant bank account details of the Counterparty or its designee shall be notified to the Company by the Counterparty in writing from time to time.

9.

Following the commencement of the Repurchase Period, this Repurchase Plan shall terminate on the earliest of: (i) the date an aggregate purchase amount of Ordinary Shares (exclusive of commissions) equal to the Total Repurchase Amount (as defined in Exhibit A) have been purchased pursuant to this Repurchase Plan; (ii) the date that any person publicly announces a tender or exchange offer with respect to the Ordinary Shares; (iii) the date of public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the Company as a result of which either (A) the Ordinary Shares are to be exchanged or converted into other securities or property or (B) the alternate volume calculations set forth in Rule 10b-18(a)(13) have become effective; (iv) the date on which Counterparty receives notice of the intended or actual commencement of any proceedings in respect of or triggered by the Company's bankruptcy, insolvency or similar proceeding; (v) the date on which any event of termination described herein shall occur; (vi) promptly after the receipt of written notice of termination signed by an officer of the Company and confirmed by telephone (provided that (A) any such termination shall not cause purchases previously effected pursuant to this Repurchase Plan to fail to be entitled to the benefits of Rule 10b5-1(c) and (B) any such termination notice shall not indicate the reasons for the termination or contain any material non-public information); or (vii) the date on which the Repurchase Period ends as set out in Exhibit A.

10.	It is the intent of the Company and the Counterparty that the Repurchase Plan comply with the requirements of Rule 10b5-1(c)(1)(i)(B) and Rule 10b-18 under the Exchange Act, and this Repurchase Plan shall be interpreted to comply with the requirements thereof.

11.	The Counterparty agrees to purchase Ordinary Shares in accordance with (i) Rules 10b-18(b)(2) and 10b-18(c)(1) of the Exchange Act (" Time of Purchases "), (ii) Rule 10b-18(b)(3) of the Exchange Act ("Price of Purchases") and (iii) the volume limitations of Rules 10b-18(b)(4) and 10b-18(c)(2) of the Exchange Act.

12.	If the Counterparty must suspend purchases of Ordinary Shares under the Repurchase Plan on a particular day for any of the following reasons (any such reason, a " Blackout "):

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(a)	the Ordinary Shares are not trading in the regular way on the New York Stock Exchange (the " Exchange ");

(b)	trading of the Ordinary Shares on the Exchange is suspended for any reason;

(c)	the Counterparty cannot effect a purchase of Ordinary Shares due to legal, regulatory or contractual restrictions applicable to it (including without limitation, Regulation M, Rule 10b-5 or Rule 10b-18 of the Exchange Act) or a restriction under the terms of any contract applicable to the Counterparty;

(d)	the Counterparty, in its sole discretion, deems such purchase to be inadvisable as a result of a disruption in the financial markets, or in the market activity in the Ordinary Shares; or

(e)	the Counterparty has received a Suspension Notice (as defined in Article I, Paragraph 13 below) from the Company in accordance with Article I, Paragraph 13 below,

13.

The Counterparty agrees that if the Company enters into a transaction that results, in the Company's good faith determination, in the imposition of trading restrictions on the Company, and if the Company shall provide the Counterparty prior notice (a " Suspension Notice "), then Counterparty will cease effecting purchases under this Repurchase Plan until notified by the Company that such restrictions have terminated. Any Suspension Notice shall be delivered pursuant to Article III, Paragraph 1 (set out below) and shall indicate the anticipated duration of the suspension, but shall not include any other information about the nature of such suspension or its applicability to the Company and shall not in any way communicate any material non-public information about the Company or its securities to the Counterparty.

14.

The number of Ordinary Shares, together with other share amounts and prices, if applicable, as set forth in Exhibit A, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Ordinary Shares or any change in capitalization with respect to the Company that occurs during the term of this Repurchase Plan.

15.

Except as otherwise expressly set forth in this Repurchase Plan, the Company acknowledges and agrees that it does not have authority, influence or control over any purchase executed by the Counterparty pursuant to this Repurchase Plan, and the Company will not attempt to exercise any authority, influence or control over such purchases. The Counterparty agrees not to seek advice from the Company with respect to the manner in which it executes purchases under this Repurchase Plan. The Company agrees that it shall not, directly or indirectly, communicate any information relating either to the Ordinary Shares or to the Company to any member of Counterparty's securities division at any time during the term of this Repurchase Plan. The Company shall be solely responsible for complying with all reporting or filing requirements, or with any laws not mentioned herein, that may apply to purchases under this Repurchase Plan.

16.

The Company agrees that, in the absence of bad faith, gross negligence or willful misconduct, Counterparty and its affiliates and their directors, officers, employees and agents (collectively, " Broker Persons ") shall not have any liability whatsoever to the Company for any action taken or omitted to be taken in connection with this Repurchase Plan or the making of any purchase hereunder. The Company further agrees to hold each Broker Person free and harmless from any and all losses, damages, liabilities or expenses (including reasonable attorneys' fees and costs) incurred or sustained by such Broker Person in connection with or arising out of any suit, action or proceeding relating to this Repurchase Plan (each an " Action ") and to reimburse each Broker Person for such Broker Person's expenses, as they are incurred, in connection with any Action, unless such loss, damage, liability or expense is determined in a non-appealable order of a court of competent jurisdiction to be solely the result of such Broker Person's bad faith, gross negligence or willful misconduct. This paragraph shall survive termination of this Repurchase Plan.

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1.	The Counterparty represents that it has established reasonable policies and procedures to ensure that its agents and representatives responsible for executing purchases of Ordinary Shares pursuant to this Repurchase Plan will not violate the insider trading laws and will comply with the requirements of Rule 10b-18 and Rule 10b5-1(c)(2) of the Exchange Act.

2.

The Company represents that the entry into this Agreement and any purchases of Ordinary Shares by the Counterparty pursuant to the terms of this Agreement will comply with and not violate or contravene any legal, regulatory or contractual restriction or requirement applicable to the Company or the Ordinary Shares, including Section 10(b) and Rule 10b-5 of the Exchange Act and that the Company has obtained and will maintain all necessary consents and approvals to enter into this Agreement and carry out purchases of Ordinary Shares pursuant to this Agreement.

3.	The Company represents that, as of the date hereof:

(a)	the Board of Directors of the Company has authorized the repurchase of the Ordinary Shares;

(b)	the Company and/or its predecessor, Sensata Technologies Holding N.V., publicly announced its authorization to effect repurchases of Ordinary Shares in a press release;

(c)	as of the date hereof, the Company is not aware of material non-public information concerning the Company and is entering into this Repurchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1;

(d)	the Company will not, during the period this Repurchase Plan is in effect, enter into any comparable agreement with any other broker if the period of such comparable agreement shall overlap with the period of this Repurchase Plan;

(e)	purchases of Ordinary Shares pursuant to this Repurchase Plan are not prohibited or restricted by any legal, regulatory or contractual restriction or undertaking binding on the Company; and

(f)	the Company shall immediately notify Counterparty if any of the statements contained in paragraphs 3(d) or 3(e) above become inaccurate prior to the termination of this Repurchase Plan.

1.	All notices given by the parties under this Repurchase Plan shall be given by fax, email, certified mail or overnight courier as specified below:

(a)	If to the Counterparty:

(b)	If to the Company:

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2.

The Counterparty shall provide information regarding purchases of Ordinary Shares daily to the Company by phone or email followed by trade details via fax, email, or such other methods as are agreed between the Company and the Counterparty. The Counterparty also shall email a trade confirmation to the Company on each trade date and provide summaries of trades on a daily basis via email as provided in Paragraph 1 of this Article. Names, phone numbers and email addresses for Company contacts may be changed by the Company by written notice to the Counterparty in accordance with Paragraph 1 of this Article. Other reports or information shall be provided at such times and with such frequency as are agreed between the Company and the Counterparty. The Counterparty and the Company each acknowledges and agrees that:

(a)	prior to an acquisition by the Company pursuant to Article I, Paragraph 6, the Company shall not acquire, nor have any legal or beneficial interest in, any Ordinary Shares purchased by Counterparty pursuant to this Repurchase Plan;

(b)	nothing in this Repurchase Plan is or shall constitute a party acting as the agent of the other for any purpose. Neither party shall describe itself as an agent or in any way hold itself out as being an agent of the other; and

(c)	the Counterparty shall act as principal in respect of its acquisition of Ordinary Shares and shall effect purchases of Ordinary Shares hereunder in "riskless principal transactions'' as defined in Rule 10b-18(a)(12) of the Exchange Act.

3.

This Repurchase Plan will be governed by and construed in accordance with the internal laws of the State of New York and may be modified or amended only by written agreement signed by the parties hereto and provided that any such modification or amendment shall only be permitted at a time when the Company is not aware of material non-public information concerning the Company or its securities. In the event of a modification or amendment to this Repurchase Plan, no purchases shall be effected during the ten business days immediately following such modification or amendment (other than purchases already provided for in this Repurchase Plan prior to modification or amendment). For the avoidance of doubt, the foregoing requirements applicable to modifications and amendments shall not apply to a termination of this Repurchase Plan.

4.	This Repurchase Plan may not be assigned by any party without the prior written consent of the other party.

5.	This Repurchase Plan is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns.

6.	This Repurchase Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

7.	If any provision of this Repurchase Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation. All other provisions of this Repurchase Plan will continue and remain in full force and effect.

8.	This Repurchase Plan may be terminated by either party at any time, and with immediate effect, upon written notice from one party to the other by overnight mail, email or fax, at the addresses or fax numbers previously notified by the other party.

9.

The Counterparty agrees to maintain the confidentiality of this Repurchase Plan, including the terms of Exhibit A hereof, except that this Repurchase Plan may be disclosed (a) to its affiliates and its or its affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisers (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Repurchase Plan and instructed to keep such Repurchase Plan confidential); (b) to the extent requested by any regulatory authority or self-regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Repurchase Plan; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Repurchase Plan or the enforcement of rights hereunder; (f) with the consent of the Company; or (g) to the extent such information (i) becomes publicly available other than as a result of a breach of this Paragraph, or (ii) becomes available to the Counterparty from a source other than the Company that does not owe an obligation of confidentiality to the Company.

10.

The Company has previously adhered to the ISDA 2018 U.S. Resolution Stay Protocol as published by the International Swaps and Derivatives Association, Inc. as of July 31, 2018 (the " ISDA U.S. Protocol "), and the terms of such protocol, as it is in force from time to time, shall be incorporated into and form a part of this Agreement.  For purposes of incorporating the ISDA U.S. Protocol, the Counterparty shall be deemed to be a Regulated Entity, the Company shall be deemed to be an Adhering Party, and this Agreement shall be deemed to be a Protocol Covered Agreement. Capitalized terms used but not defined in this Paragraph shall have the meanings given to them in the ISDA U.S. Protocol.

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•	Class of Securities subject to the Plan : Ordinary shares, par value EUR 0.01 per share, of the Issuer (ticker symbol: “ST”) (the “ Shares ”)

•	Name of primary listing exchange for the Shares : The New York Stock Exchange (the “ Exchange ”)

•	Aggregate amount of Shares covered by the Plan : Refer to Schedule A, which is attached hereto and incorporated herein by this reference.

•	Commencement date of purchases under the Plan: Refer to Schedule A.

•	Scheduled Termination Date for the Plan: , 20 (the “ Scheduled Termination Date ”).

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1.	the Issuer or any other person publicly announces a tender or exchange offer with respect to the Shares;

2.	the date of public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction affecting the securities of the Issuer as a result of which the Shares are to be exchanged or converted into securities of another company;

3.	a breach by the Issuer of a representation, warranty, covenant, or obligation hereunder;

4.	the Issuer becomes subject to a legal, regulatory, contractual or other restriction that would cause transactions pursuant to the Plan to violate or conflict with any such law, regulation, contract, policy, judgment, order, decree or undertaking;

5.	the Counterparty determines in its reasonable discretion that it is appropriate in light of legal, regulatory or self-regulatory requirements or related policies or procedures for the Counterparty to refrain from further market activity in connection with the Plan; or

6.	[on or following , 20 ,] the Counterparty purchased a number of Shares with an aggregate purchase price equal to or in excess of the Minimum Aggregate Amount.

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