SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 7, 2006
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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(Exact Name of Registrant as Specified in Charter)
New York 1-4858 13-1432060
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
521 West 57th Street, New York, New York 10019
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 765-5500
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Under the Company's Annual Incentive Plan ("AIP"), each executive officer
of the Company has an annual incentive award target based on the achievement of
specific quantitative corporate and, with respect to certain executive officers,
regional and/or functional performance goals, which are determined by the
Compensation Committee of the Company's Board of Directors (the "Compensation
Committee"). At its meeting held on March 7, 2006, the Compensation Committee
approved the performance criteria for 2006 under the AIP. These corporate
performance criteria are derivatively applied to certain executive officers
having regional and/or functional responsibility. Attached as Exhibit 10.1 are
the corporate performance criteria for 2006 under the AIP.
Under the Company's Long-Term Incentive Plan ("LTIP"), each executive
officer of the Company has an award target for each three-year performance cycle
based on the achievement of specific quantitative corporate performance goals
which are determined by the Compensation Committee. At its meeting held on March
7, 2006, the Compensation Committee approved the performance criteria for the
2006-2008 cycle under the LTIP. Attached as Exhibit 10.2 are the performance
criteria for the 2006-2008 cycle under the LTIP. As part of its approval of the
Long Term Incentive Choice Program described below, the Board of Directors, upon
the recommendation of the Compensation Committee, determined that, if any LTIP
payouts are to be made for the 2006-2008 cycle and thereafter, subject to
periodic review, half of the LTIP payout would be paid in cash and half would be
paid in Company stock.
At its meeting held on March 7, 2006, the Compensation Committee, with the
assistance of independent compensation consultants, determined to increase the
base salary of the Company's Chief Operating Officer, James Dunsdon, who is a
named executive officer in the Company's proxy statement, by 15.9% to reflect
competitive practices.
At its meeting held on March 7, 2006, the Board of Directors, upon the
recommendation of the Compensation Committee and with the assistance of
independent compensation consultants, approved a Long Term Incentive Choice
Program (the "Program") for the Company's senior management under the Company's
2000 Stock Award and Incentive Plan ("2000 SAIP"). Under the Program, eligible
participants (including the Company's executive officers) will be entitled to
choose from three alternative types of equity awards and will be granted such
equity awards under the 2000 SAIP up to a certain dollar award value depending
on the participant's grade level. There is also a designated pool that may be
allocated among one or more participants (including executive officers) which
could result in such participant(s) receiving an award value in excess of the
Program values for the participant's grade level. Participants may choose among
(i) Purchased Restricted Stock, (ii) Stock Settled Appreciation Rights
("SSAR's") and (iii) Restricted Stock Units ("RSU's"). A participant may elect
all of one alternative or a combination of two or three alternatives in 10%
increments provided a) the sum of the percentages allotted to all three
alternatives equals 100% and b) the percentage allotted to RSU's does not exceed
50%. The percentage elected for each alternative will be multiplied by the
dollar award value granted to the participant and further adjusted for risk
factors associated with the three grant alternatives, as approved by the
Compensation Committee. The resulting dollar values from each participant's
election will be used to determine how many shares of each alternative the
participant will receive, provided, however, that only whole shares will be
awarded. If a participant fails to make an election on a timely basis, the
participant will receive all of his or her award in the form of SSAR's. As
approved by the Compensation Committee, grants of equity awards under the
Program, based on participant elections, are anticipated to be made on the date
of the Company's Annual Meeting of Shareholders. Attached as Exhibits 10.3,
10.4, 10.5 and 10.6, respectively, are the Long Term Incentive Choice Program
Summary, Form of Purchased Restricted Stock Agreement, Form of Stock Settled
Appreciation Rights Agreement and Form of Restricted Stock Unit Agreement.
At its meeting held on March 7, 2006, the Board of Directors determined,
with the assistance of independent compensation consultants, to change the
annual cash fee for the Company's lead director from $7,500 to $25,000, with
such changes to take effect on the date of the Company's 2006 Annual Meeting of
Shareholders. The Board determined not to change other elements of compensation
for directors who are not employees of the Company.
At its meeting held on March 7, 2006, the Board of Directors also approved
certain revisions to the target incentive percentages under the Company's Annual
Incentive Plan (the "AIP"). Under the AIP, certain eligible employees, including
the Company's executive officers, have an AIP award target set at a percentage
of the employee's base salary, which the employee may be eligible to receive if
specific quantitative corporate and/or regional and/or functional performance
goals are achieved. The Board increased the target AIP percentages for the
Company's senior management with respect to AIP awards that they may be eligible
to receive for 2006 and thereafter, subject to periodic review. These target
percentages were adjusted primarily to reflect competitive practices more
closely. With respect to the Company's executive officers, the targets were
increased as follows:
Chief Operating Officer - AIP target was increased from 75% to 90% of
base salary.
Senior Vice President - AIP target was increased from 45% to either
50% or 60% of base salary (depending on position).
Vice President and equivalent - AIP target was increased from 35% to
40% of base salary.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
10.1 Performance Criteria for 2006 under the Company's Annual
Incentive Plan
10.2 Performance Criteria for the 2006-2008 Cycle under the
Company's Long-Term Incentive Plan
10.3 Long Term Incentive Choice Program Summary
10.4 Form of International Flavors & Fragrances Inc. 2000 Stock
Award and Incentive Plan Purchased Restricted Stock Agreement
10.5 Form of International Flavors & Fragrances Inc. 2000 Stock
Award and Incentive Plan Stock Settled Appreciation Rights
Agreement
10.6 Form of International Flavors & Fragrances Inc. 2000 Stock
Award and Incentive Plan Restricted Stock Unit Agreement
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INTERNATIONAL FLAVORS & FRAGRANCES INC.
Dated: March 10, 2006 By: /s/ Dennis M. Meany
________________________________
Name: Dennis M. Meany
Title: Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
Exhibit No. Description
---------- -----------
10.1 Performance Criteria for 2006 under the Company's Annual
Incentive Plan
10.2 Performance Criteria for the 2006-2008 Cycle under the
Company's Long-Term Incentive Plan
10.3 Long Term Incentive Choice Program Summary
10.4 Form of International Flavors & Fragrances Inc. 2000 Stock
Award and Incentive Plan Purchased Restricted Stock Agreement
10.5 Form of International Flavors & Fragrances Inc. 2000 Stock
Award and Incentive Plan Stock Settled Appreciation Rights
Agreement
10.6 Form of International Flavors & Fragrances Inc. 2000 Stock
Award and Incentive Plan Restricted Stock Unit Agreement
EXHIBIT 10.1
Performance Criteria for 2006
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under the Company's Annual Incentive Plan
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For 2006, the corporate performance criteria under the Company's Annual
Incentive Plan, which criteria were approved by the Compensation Committee of
the Company's Board of Directors, relate to increases in revenue and
improvements in operating profit as a percentage of sales.
EXHIBIT 10.2
Performance Criteria for the 2006-2008 Cycle
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under the Company's Long-Term Incentive Plan
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For the 2006-2008 cycle, the performance criteria under the Company's
Long-Term Incentive Plan, which criteria were approved by the Compensation
Committee of the Company's Board of Directors, relate to improvements in
earnings per share and return on invested capital.
Exhibit 10.3
Long Term Incentive Choice Program Summary
Overall Program Construct
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- There are two elements to the overall Long Term Incentive Program
- The first element is the Long Term Incentive Performance Plan and the second
element is the Equity Choice Program
- The structure of the program by Salary Grade is as follows:
------------------------- ------------------------ -------------------------------------------
LTI Performance Equity Choice Program Grant Value
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Tier Plan Target Min Target Max
========================= ======================== ===========================================
CEO 100% of base $975 $1,300 $1,625
L 80% of base $375 $500 $625
K 65% of base $300 $400 $500
J 60% of base $225 $300 $375
I 50% of base $150 $200 $250
H 40/50 % of base $75 $100 $125
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($1,000's)
LTI Performance Plan
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- Three year performance cycle
- Payout in fourth year based on performance against EPS and ROIC targets
- Payout may range from 0 to 150% dependent upon performance
- Payment is in the form of 50% cash and 50% stock
Equity Choice Program
---------------------
- Grant values determined within the range above based on the executives
performance against pre-established perfromance criteria. It is a 'zero sum'
allocation of awards.
- There is also a 'pool' of $485,000 (which has been funded by reducing the ECP
targets above) that the CEO may recommend to the Compensation Committee for
allocation in order to differentiate for top performers (such awards would be
additive to any award made in accordance with the above grid)
- Once the grant value is determined, the executive allocates his grant value
between three forms of equity; Purchased Restricted Stock (PRS) at 50% discount;
Stock Settled Appreciation Rights (SSARs); or Restricted Stock Units (RSUs)
- Each form of Equity is risk adjusted as follows:
PRS - 1.2 times allocation
SSARs - 1.0 times allocation
RSUs - 0.6 times allocation
- The executive can allocate a maximum of 50% of his grant value to RSUs
Treatment at Termination
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- For normal retirement or disability, all elements vest in the normal course
(or are accelerated upon death)
- For involuntary termination not for cause, all elements prorated based on time
served during the vesting period and elements then vest in the normal course
- For involuntary termination for cause or for voluntary termination, all
elements forfeited (with respect to PRS, in the event of voluntary termination,
the lesser of cash input or the dollar value of the stock is refunded)
Exhibit 10.4
INTERNATIONAL FLAVORS & FRAGRANCES INC.
2000 Stock Award and Incentive Plan (the "Plan")
Purchased Restricted Stock Agreement
This Purchased Restricted Stock Agreement (the "Agreement") confirms the grant
on ______, 200_ (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC., a
New York corporation (the "Company"), to _____________________ ("Employee"), for
the purpose set forth in Section 1 of the Plan, of an Award of Restricted Stock
(the "Restricted Stock"), as follows:
Restricted Stock granted: ______Shares
Purchase Price per Share: $______ per Share, being 50% of the fair
market value thereof on the Grant Date
Aggregate Purchase Price: $________ (equal to the number of Shares
granted times the Purchase Price per
Share); the Company acknowledges receipt of
the Purchase Price from Employee in cash,
as of the Grant Date
Restricted Stock Vests: As to 100% of the Restricted Stock on the
third anniversary of the Grant Date (the
"Stated Vesting Date"), except that
different vesting provisions may apply upon
the occurrence of certain events specified
in Section 3 or 5 hereof
The Restricted Stock is an award of shares of the Company's Common Stock (the
"Common Stock") granted under Section 6(d) of the Plan, and is subject to the
risk of forfeiture and other restrictions specified in the Plan and this
Agreement, including the Terms and Conditions of Purchased Restricted Stock
attached hereto. The number and kind of shares of Restricted Stock and other
terms of the Restricted Stock are subject to adjustment in accordance with
Section 4 hereof and Section 11(c) of the Plan.
Employee acknowledges and agrees that (i) the Restricted Stock is
nontransferable, (ii) the Restricted Stock, and certain amounts of gain realized
upon vesting and delivery of the Shares, is subject to forfeiture in the event
Employee fails to meet applicable requirements relating to non-competition,
confidentiality, non-solicitation of customers, suppliers, business associates,
employees, and service providers, non-disparagement and cooperation in
litigation with respect to the Company and its subsidiaries and affiliates, as
set forth in Section 7 hereof and Section 10 of the Plan, (iii) the Restricted
Stock is subject to forfeiture in the event of Employee's Termination of
Employment in certain circumstances prior to vesting, as specified in Section 3
hereof, (iv) sales of shares delivered upon vesting of the Restricted Stock will
be subject to the Company's policies regulating trading by employees and (v) a
copy of the Plan and related prospectus have previously been delivered to
Employee, are being delivered to Employee or are available as specified in
Section 1 hereof.
IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer thereunto duly authorized, and Employee
has duly executed this Agreement, by which each has agreed to the terms of this
Agreement.
Employee INTERNATIONAL FLAVORS &
FRAGRANCES INC.
___________________________ By:_______________________________
Dennis M. Meany
Senior Vice President, General Counsel
and Secretary
TERMS AND CONDITIONS OF PURCHASED RESTRICTED STOCK
The following Terms and Conditions apply to the Restricted Stock granted to
Employee by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the "Company"), as
specified in the Purchased Restricted Stock Agreement (of which these Terms and
Conditions form a part). Certain terms of the Restricted Stock, including the
number of Shares granted, Purchase Price per Share and vesting date, are set
forth on the preceding pages.
1. General. The Restricted Stock is granted to Employee under the Company's
2000 Stock Award and Incentive Plan (the "Plan"), a copy of which is available
for review, along with other documents constituting the "prospectus" for the
Plan, on the Company's intranet site at One IFF/Corporate/Law Department. All of
the applicable terms, conditions and other provisions of the Plan are
incorporated by reference herein. Capitalized terms used in this Agreement but
not defined herein shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this document and mandatory provisions of the
Plan, the provisions of the Plan govern. By accepting the grant of the
Restricted Stock, Employee agrees to be bound by all of the terms and provisions
of the Plan (as presently in effect or later amended), the rules and regulations
under the Plan adopted from time to time, and the decisions and determinations
of the Company's Compensation Committee (the "Committee") made from time to
time, provided that no such Plan amendment, rule or regulation or Committee
decision or determination shall materially and adversely affect the rights of
the Employee with respect to outstanding Restricted Stock without the consent of
Employee.
2. Nontransferability. Until such time as the Restricted Stock has become
vested in accordance with the terms of this Agreement, Employee may not transfer
Restricted Stock or any rights hereunder to any third party other than by will
or the laws of descent and distribution. This restriction on transfer precludes
any sale, assignment, pledge, or other encumbrance or disposition of the shares
of Restricted Stock (except for forfeitures to the Company).
3. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Restricted Stock in the event of Employee's Termination of
Employment (as defined below), provided that the Committee retains its powers to
accelerate vesting or modify these terms subject to the consent of Employee in
the case of a modification materially adverse to Employee:
(a) Voluntary Resignation and Termination by the Company for Cause. In the
event of Employee's Termination of Employment due to his or her voluntarily
resignation (other than a Normal or Early Retirement governed by clause (b) or
(c) below) or Termination of Employment by the Company for Cause (as defined
below), all unvested Restricted Stock will be immediately forfeited.
(b) Disability or Normal Retirement. In the event of Employee's Termination
of Employment due to Disability (as defined below) or Normal Retirement (as
defined below), Employee's unvested Restricted Stock will not be forfeited, but
will remain outstanding and will become vested at the applicable date under this
Agreement as though Employee had not had such a Termination of Employment;
provided that Employee shall forfeit the unvested Restricted Stock if during the
period following Termination of Employment up to the date of vesting Employee
engages in activity that results in a Forfeiture Event set forth in Section 10
of the Plan. Employee acknowledges that the Committee has relied on the
discretion granted to it under Section 10(d) of the Plan in requiring forfeiture
upon occurrence of a Forfeiture Event during the applicable post-Termination
period.
(c) Termination by the Company Not for Cause or Early Retirement. In the
event of Employee's Termination of Employment by the Company not for Cause or
Employee's Early Retirement, the following rules apply:
- A pro rata portion of Employee's then unvested Restricted Stock
will not be forfeited, but will remain outstanding and will
become vested at the applicable date under this Agreement as
though Employee had not had such a Termination of Employment.
This pro rata portion will be determined by multiplying the
number of unvested Shares of Restricted Stock by a fraction the
numerator of which is the number of days from the Grant Date to
the date of Employee's Termination of Employment and the
denominator of which is 1,095; provided that Employee shall
forfeit the unvested Restricted Stock if during the period
following Termination of Employment up to the date of vesting
Employee engages in activity that results in a Forfeiture Event
set forth in Section 10 of the Plan. Employee acknowledges that
the Committee has relied on the discretion granted to it under
Section 10(d) of the Plan in requiring forfeiture upon occurrence
of a Forfeiture Event during the applicable post-Termination
period.
- Employee's Shares of Restricted Stock that had not become vested
before such Termination of Employment and which are not included
in the pro rata portion subject to continued vesting will be
immediately forfeited.
(d) Death. In the event of Employee's Termination of Employment due to
death or the death of Employee following Termination but prior to vesting of
Restricted Stock not otherwise forfeited hereunder, Employee's unvested
Restricted Stock will not be forfeited but will become immediately vested.
(e) Certain Definitions. The following definitions apply for purposes
of this Agreement:
(i) "Cause" has the meaning as defined in the Company's Executive
Separation Policy or any successor policy thereto, as in effect at the
time of Employee's Termination of Employment.
(ii) "Disability" means a disability entitling Employee to
long-term disability benefits under the Company's long-term disability
policy as in effect at the date of Employee's termination of
employment, upon written evidence of such permanent disability from a
medical doctor in a form satisfactory to the Company.
(iii) "Early Retirement" means Termination of Employment by
either the Company or Employee after Employee has attained age 55 and
before he or she has attained age 62 if at the time of Termination
Employee has ten or more years in the employ of the Company and/or its
subsidiaries.
(iv) "Normal Retirement" means Termination of Employment by
either the Company or Employee after Employee has attained age 62.
(v) "Termination of Employment" means the event by which Employee
ceases to be employed by the Company or any subsidiary of the Company
and, immediately thereafter, is not employed by or providing
substantial services to any of the Company or a subsidiary of the
Company. If Employee is granted a leave of absence for military or
governmental service or other purposes approved by the Board, he or
she shall be considered as continuing in the employ of the Company, or
of a subsidiary of the Company, for the purpose of this subsection,
while on such authorized leave of absence.
4. Dividends and Distributions and Adjustments.
(a) Dividends and Distributions. Employee shall be entitled to receive with
respect to the Restricted Stock all dividends and distributions payable on
Common Stock (including for this purpose any forward stock split) if and to the
extent that he is the record owner of such Restricted Stock on any record date
for such a dividend or distribution and he has not forfeited such Restricted
Stock on or before the payment date for such dividend or distribution, subject
to the following terms and conditions (except as provided in Section 4(b)
below):
(i) In the event of a cash dividend or cash distribution on Common
Stock other than an extraordinary dividend or distribution with a
per-Share value at the payment date exceeding 8% of the then Fair
Market Value of a Share, such dividend or distribution shall be
paid in cash to Employee and shall be non-forfeitable;
(ii) In the event of any non-cash dividend or distribution in the form
of property other than Common Stock payable on Common Stock, such
as shares of a subsidiary of the Company distributed in a
spin-off, the Company shall retain in its custody the property so
distributed in respect of Employee's Restricted Stock, which
property thereafter will become vested if and to the same extent
as the original Restricted Stock with respect to which the
property was distributed becomes vested and, to the greatest
extent practicable, shall be subject to all other terms and
conditions as applied to the original Restricted Stock, including
in the event of any dividends or distributions paid in respect of
such property or with respect to the placement of any legend on
certificate(s) or documents representing such property; provided,
however, that any dividend or distribution of rights that expire
before the applicable vesting date will be unrestricted and
exercisable by Employee in accordance with their terms;
(iii)In the event of a dividend or distribution in the form of Common
Stock or split-up of shares, the Common Stock issued or delivered
as such dividend or distribution or resulting from such split-up
will be deemed to be additional Restricted Stock and will become
vested if and to the same extent as the original Restricted Stock
with respect to which the dividend or distribution was payable
becomes vested, and shall be subject to all other terms and
conditions as applied to the original Restricted Stock; and
(iv) In the event of an extraordinary cash dividend or distribution
not payable under clause (i) above, the amount of such cash shall
be deemed reinvested in additional Restricted Stock at the Fair
Market Value of Shares on the payment date, and the resulting
Restricted Stock will become vested if and to the same extent as
the original Restricted Stock with respect to which the dividend
or distribution was payable becomes vested, and shall be subject
to all other terms and conditions as applied to the original
Restricted Stock.
(b) Adjustments. The number and kind of shares of Restricted Stock and
other terms and conditions of Restricted Stock or otherwise contained in this
Agreement, including the Purchase Price per Share (for purposes of Section 6),
shall be appropriately adjusted, in order to prevent dilution or enlargement of
Employee's rights hereunder, to reflect any changes in the number of outstanding
shares of Common Stock resulting from any event referred to in Section 11(c) of
the Plan, taking into account any Restricted Stock or other amounts paid or
credited to Employee in connection with such event under Section 4(a) hereof, in
the sole discretion of the Committee. In addition, the Committee may vary the
treatment of any dividend or distribution as specified under Section 4(a)(ii),
(iii) or (iv), in its discretion. The Committee may determine how to treat or
settle any fractional share resulting under this Agreement.
5. Change in Control Provisions. The provisions of Section 9(a) of the Plan
shall apply to the Restricted Stock, such that vesting of Restricted Stock shall
accelerate upon a Change in Control.
6. Refund of Purchase Price Upon Forfeiture. In the event of Employee's
forfeiture of Restricted Stock under Section 3, the Company will repay to
Employee, for each Share of Restricted Stock forfeited, an amount equal to the
lesser of the Purchase Price per Share (subject to any adjustment under Section
4(b)) or 100% of the Fair Market Value of a Share at the date of forfeiture. In
the case of any forfeiture under Section 7, a refund will be paid calculated as
the greater of the amount determined under this Section 6 or the amount, if any,
payable under Section 10 of the Plan.
7. Additional Forfeiture Provisions. Employee agrees that, by signing this
Agreement and accepting the grant of the Restricted Stock, the forfeiture
conditions set forth in Section 10 of the Plan shall apply to the Restricted
Stock and to gains realized upon the vesting of the Restricted Stock.
8. Other Terms of Restricted Stock.
(a) Voting and Other Shareholder Rights. Employee shall be entitled to vote
Restricted Stock on any matter submitted to a vote of holders of Common Stock,
and shall have all other rights of a shareholder of the Company except as
expressly limited by this Agreement.
(b) Employee Representations and Warranties Upon Vesting. As a condition to
the vesting of Restricted Stock, the Company may require Employee to make any
representation or warranty to the Company as may be required under any
applicable law or regulation, and to make a representation and warranty that no
Forfeiture Event has occurred or is contemplated within the meaning of Section
10 of the Plan.
(c) Certificates/DRS. Restricted Stock shall be evidenced by issuance of
one or more certificates or in certificate-less form under the Direct
Registration System ("DRS") established by the Company, in the name of Employee,
bearing an appropriate legend referring to the terms, conditions, and
restrictions applicable hereunder, and shall remain in the physical custody of
the General Counsel of the Company or his designee until such time as such
Shares of Restricted Stock have been vested and the restrictions hereunder have
therefore lapsed. In addition, Restricted Stock shall be subject to such
stop-transfer orders and other restrictive measures as the General Counsel of
the Company shall deem advisable under federal or state securities laws, rules
and regulations thereunder, and the rules of the New York Stock Exchange, or to
implement the terms, conditions and restrictions hereunder, and the General
Counsel may cause a legend or legends to be placed on any such certificates or
DRS accounts to make appropriate reference to the terms, conditions and
restrictions hereunder.
(d) Stock Powers. Employee agrees to execute and deliver to the Company one
or more stock powers, in such form as may be specified by the General Counsel,
authorizing the transfer of the Restricted Stock to the Company, upon the
request of the Company.
(e) Mandatory Tax Withholding. Unless otherwise determined by the
Committee, at the time of settlement the Company will withhold from any Shares
deliverable to Employee, in accordance with Section 11(d) of the Plan, the
number of shares having a value nearest to, but not exceeding, the amount of
income taxes, employment taxes or other withholding amounts required to be
withheld under applicable local laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing authorities. Employee will
be responsible for any taxes relating to the Restricted Stock not satisfied by
means of such mandatory withholding.
(f) Employee Consent. By signing this Agreement, Employee voluntarily
acknowledges and consents to the collection, use, processing and transfer of
personal data as described in this Section 8(f). Employee is not obliged to
consent to such collection, use, processing and transfer of personal data;
however, failure to provide the consent may affect Employee's ability to
participate in the Plan. The Company and its subsidiaries hold, for the purpose
of managing and administering the Plan, certain personal information about
Employee, including Employee's name, home address and telephone number, date of
birth, social security number or other employee identification number, salary,
nationality, job title, any shares of stock or directorships held in the
Company, and details of all options or any other entitlement to shares of stock
awarded, canceled, purchased, vested, unvested or outstanding in Employee's
favor ("Data"). The Company and/or its subsidiaries will transfer Data among
themselves as necessary for the purpose of implementation, administration and
management of Employee's participation in the Plan and the Company and/or any of
its subsidiaries may each further transfer Data to any third parties assisting
the Company in the implementation, administration and management of the Plan.
These recipients may be located in the European Economic Area, or elsewhere
throughout the world, such as the United States. Employee authorizes them to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing Employee's
participation in the Plan, including any requisite transfer of such Data as may
be required for the administration of the Plan and/or the subsequent holding of
shares on Employee's behalf to a broker or other third party with whom Employee
may elect to deposit any shares acquired pursuant to the Plan. Employee may, at
any time, review Data, require any necessary amendments to it or withdraw the
consents herein in writing by contacting the Company; however, withdrawing
consent may affect Employee's ability to participate in the Plan.
(g) Voluntary Participation. Employee's participation in the Plan is
voluntary. The value of the Restricted Stock is an extraordinary item of
compensation. As such, the Restricted Stock is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments. Rather, the awarding of Restricted Stock to
Employee under the Plan represents a mere investment opportunity.
(h) Consent to Electronic Delivery. EMPLOYEE HEREBY CONSENTS TO ELECTRONIC
DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO
THE PLAN (COLLECTIVELY, THE "PLAN DOCUMENTS"). THE COMPANY WILL DELIVER THE PLAN
DOCUMENTS ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS
INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE
COMPANY IN ITS SOLE DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL
ANNOUNCEMENT WHEN A NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE'S
REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN
DOCUMENT CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY,
EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS
ELECTRONICALLY THROUGH THE COMPANY'S COMPUTER NETWORK. EMPLOYEE WILL HAVE THE
RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST
FOR A PAPER COPY TO THE ADDRESS SPECIFIED IN SECTION 10(d) HEREOF. EMPLOYEE'S
CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN
EFFECTIVE UNTIL THE EARLIER OF (I) THE TERMINATION OF EMPLOYEE'S PARTICIPATION
IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE'S CONSENT TO ELECTRONIC DELIVERY
OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE
RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO ELECTRONIC DELIVERY OF THE
PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS
SPECIFIED IN SECTION 10(d) HEREOF. IF EMPLOYEE WITHDRAWS HIS OR HER CONSENT TO
ELECTRONIC DELIVERY, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN
DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE.
EMPLOYEE ACKNOWLEDGES THAT HE OR SHE IS ABLE TO ACCESS, VIEW AND RETAIN AN
E-MAIL ANNOUNCEMENT INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN
EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE
DISCRETION.
10. Miscellaneous.
(a) Binding Agreement; Written Amendments. This Agreement shall be binding
upon the heirs, executors, administrators and successors of the parties. This
Agreement constitutes the entire agreement between the parties with respect to
the Restricted Stock, and supersedes any prior agreements or documents with
respect thereto. No amendment or alteration of this Agreement which may impose
any additional obligation upon the Company shall be valid unless expressed in a
written instrument duly executed in the name of the Company, and no amendment,
alteration, suspension or termination of this Agreement which may materially
impair the rights of Employee with respect to the Restricted Stock shall be
valid unless expressed in a written instrument executed by Employee.
(b) No Promise of Employment. The Restricted Stock and the granting thereof
shall not constitute or be evidence of any agreement or understanding, express
or implied, that Employee has a right to continue as an officer or employee of
the Company for any period of time, or at any particular rate of compensation.
Employee acknowledges and agrees that the Plan is discretionary in nature and
limited in duration, and may be amended, cancelled, or terminated by the
Company, in its sole discretion, at any time, provided, however that any
outstanding Restricted Stock shall not be materially and adversely affected. The
grant of Restricted Stock under the Plan is a one-time benefit and does not
create any contractual or other right to receive a grant of restricted stock or
other equity awards or benefits in lieu of equity awards in the future. Future
grants, if any, will be at the sole discretion of the Company, including, but
not limited to, the timing of any grant, the number of Shares and vesting
provisions.
(d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS AGREEMENT
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING THOSE GOVERNING
CONTRACTS) OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF
CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW. The Restricted Stock and the
granting thereof are subject to the Employee's compliance with the applicable
law of the jurisdiction of Employee's employment.
(e) Notices. Any notice to be given the Company under this Agreement shall
be addressed to the Company at 521 West 57th Street, New York, NY 10019,
attention: Corporate Secretary, and any notice to the Employee shall be
addressed to the Employee at Employee's address as then appearing in the records
of the Company.
Exhibit 10.5
INTERNATIONAL FLAVORS & FRAGRANCES INC.
2000 Stock Award and Incentive Plan (the "Plan")
Stock-Settled Appreciation Rights Agreement
This Stock-Settled Appreciation Rights Agreement (the "Agreement") confirms
the grant on ____________, 200_ (the "Grant Date") by INTERNATIONAL FLAVORS &
FRAGRANCES INC., a New York corporation (the "Company"), to __________
("Employee"), for the purpose set forth in Section 1 of the Plan, of stock
appreciation rights (the "SARs") covering shares of the Company's Common Stock,
par value $.12-1/2 per share (the "Shares"), pursuant to Section 6(c) of the
Plan, as follows:
Shares covered by SARs: ______Shares
Base Price (akin to $______ per Share, being the fair market value
exercise price): thereof on the Grant Date
SARs vest and become As to 100% of the Shares covered by the SARs on
exercisable: the third anniversary of the Grant Date, except
that different vesting and exercisability
provisions may pply upon the occurrence of certain
events specified in Section 5 or 6 hereof
Expiration Date: The seventh anniversary of the Grant Date (at the
close of business) (the "Stated Expiration Date")
or, in the event Employee's employment by the
Company or its subsidiaries earlier terminates,
then at the date the SARs expire or cease to be
exercisable as provided under Section 5 hereof,
or, in the event of a Change in Control, as
provided in Section 6
Payment to Employee Upon Upon exercise of SARs, Employee shall be entitled
Exercise: to receive payment in Shares determined by the
following formula:
Shares = ((FMV - Base Price) * SARs
Exercised) / FMV
Where: "Shares" is the number of Shares to be
delivered
"FMV" is the Fair Market Value of a
Share at the exercise date
"Base Price" is as set forth above
"SARs Exercised" is the number of Shares
covered by the SARs then being
exercised
"*" means "multiplied by"
"/ " means "divided by"
Other Exercise Conditions SARs may only be exercised at a date that the Fair
Market Value of a Share exceeds the Base Price,
and only if the SARs are otherwise exercisable at
such date. If, on the date the SARs expire or
terminate, both conditions in the preceding
sentence have been met, the SARs shall be
automatically exercised.
The SARs are subject to the terms and conditions of the Plan and this Agreement,
including the Terms and Conditions of Stock Appreciation Rights Grant attached
hereto. The number and kind of shares purchasable and the Base Price are subject
to adjustment in accordance with Section 11(c) of the Plan.
Employee acknowledges and agrees that (i) the SARs are nontransferable,
except as provided in Section 4 hereof and Section 11(b) of the Plan, (ii) the
SARs, and certain amounts of gain realized upon exercise of the SARs, are
subject to forfeiture in the event Employee fails to meet applicable
requirements relating to non-competition, confidentiality, non-solicitation of
customers, suppliers, business associates, employees and service providers,
non-disparagement and cooperation in litigation with respect to the Company and
its subsidiaries and affiliates, as set forth in Section 7 hereof and Section 10
of the Plan, (iii) the SARs are subject to forfeiture in the event of Employee's
termination of employment in certain circumstances, as provided in Section 10 of
the Plan and Section 5 hereof, (iv) sales of Shares will be subject to the
Company's policies regulating securities trading by employees and the securities
laws of the United States and (v) a copy of the Plan and related prospectus have
previously been delivered to Employee, are being delivered to Employee or are
available as specified in Section 1 hereof.
IN WITNESS WHEREOF, International Flavors & Fragrances Inc. has caused this
Agreement to be executed by its officer thereunto duly authorized, and Employee
has duly executed this Agreement, as of the Grant Date, both parties intending
to be legally bound hereby.
Employee INTERNATIONAL FLAVORS &
FRAGRANCES INC.
_____________________________ By:__________________________________
Dennis M. Meany
Senior Vice President, General
Counsel & Secretary
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS GRANT
The following Terms and Conditions apply to the SARs granted to Employee by
INTERNATIONAL FLAVORS & FRAGRANCES INC. (the "Company"), as specified on the
preceding page. Certain specific terms of the SARs, including the number of
shares purchasable, vesting and expiration dates, and the Base Price, are set
forth on the preceding page.
1. General. The SARs are granted to Employee under the Company's 2000 Stock
Award and Incentive Plan (the "Plan"), a copy of which is available for review,
along with other documents constituting the "prospectus" for the Plan, on the
Company's intranet site at One IFF/Corporate/Law Department. All of the terms,
conditions and other provisions of the Plan are incorporated by reference
herein. Capitalized terms used in this Agreement but not defined herein (or in
the preceding page) shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this document and mandatory provisions of the
Plan, the provisions of the Plan govern. By accepting the grant of the SARs,
Employee agrees to be bound by all of the terms and provisions of the Plan (as
presently in effect or later amended), rules and regulations under the Plan
adopted from time to time, and decisions and determinations of the Company's
Compensation Committee (the "Committee") made from time to time, provided that
no such Plan amendment, rule or regulation or Committee decision or
determination shall materially and adversely affect the rights of the Employee
with respect to the SARs without Employee's consent.
2. Right to Exercise SARs. Subject to all applicable laws, rules,
regulations and the terms of the Plan and this Agreement, Employee may exercise
the SARs if and to the extent it has become vested and exercisable but not after
the Stated Expiration Date of the SARs.
3. Method of Exercise. To exercise the SARs, unless otherwise permitted by
the Company, Employee must give written notice to the Company or its agent,
which notice shall specifically refer to this Agreement, state the number of
Shares as to which the SARs are being exercised, the name in which he or she
wishes the Shares to be issued, and be signed by Employee. Once Employee gives a
valid notice of exercise, such notice may not be revoked. When Employee
exercises the SARs, or part thereof, the Company will transfer Shares (or make a
certificate-less credit) to Employee's brokerage account at a designated
securities brokerage firm or otherwise deliver Shares to Employee. No Employee
or Beneficiary shall have at any time any rights with respect to shares covered
by this Agreement prior to issuance of certificates (or certificate-less credit)
therefor following exercise of the SARs as provided above. No adjustment shall
be made for dividends or other rights for which the record date is prior to the
date of issue of such stock certificates (or credit). If any fractional Share
would be deliverable upon exercise, after taking into account withholding for
mandatory taxes in accordance with Section 9(a), the Company will pay cash in
lieu of delivery of such fractional Share or will use such cash to apply towards
withholding for taxes.
4. Transferability. Except to the extent permitted under and subject to the
conditions of Section 11(b) of the Plan, the SARs may not be assigned or
transferred in any way by the Employee, except at the Employee's death, by his
or her will or pursuant to the applicable laws of descent and distribution or to
his or her designated Beneficiary, and in the event of his or her death the SARs
shall be exercisable as provided in Section 5 hereof. If Employee shall attempt
to make such prohibited assignment or transfer, the unexercised portion of the
SARs shall be null and void and the Company shall have no further liability
hereunder.
5. Termination Provisions. The following provisions will govern the
vesting, exercisability and expiration of the SARs in the event of Employee's
Termination of Employment (as defined below); provided that the Committee
retains its powers to accelerate vesting or modify these terms subject to the
consent of Employee in the case of a modification materially adverse to
Employee:
(a) Exercise While Employed; Voluntary Resignation and Termination by the
Company for Cause. Except as provided in this Section 5, Employee shall have the
right to exercise the SARs only so long as he or she remains in the employ of
the Company or a subsidiary of the Company, including a subsidiary which becomes
such after the date of this Agreement. Accordingly, in the event of Employee's
Termination of Employment due to his or her voluntarily resignation (other than
a Normal or Early Retirement governed by clause (b) or (c) below) or Termination
of Employment by the Company for Cause (as defined below), all unvested SARs
will be immediately forfeited, and all vested SARs (i) will cease to be
exercisable and will terminate on the date three months after Termination of
Employment due to such Voluntary Resignation (but in no event after the Stated
Expiration Date) and (ii) will cease to be exercisable and will terminate
immediately in the case of a Termination by the Company for Cause.
(b) Disability or Normal Retirement. In the event of Employee's Termination
of Employment due to Disability (as defined below) or Normal Retirement (as
defined below), the following rules will apply:
- Employee's unvested SARs will not be forfeited, but will remain
outstanding and will become exercisable at the applicable date under
this Agreement as though Employee had not had such a Termination of
Employment; provided that, in the case of Termination of Employment
due to Disability or Normal Retirement, Employee shall forfeit the
unvested SARs if during the period following Termination of Employment
up to the date of vesting Employee engages in activity that results in
a Forfeiture Event set forth in Section 10 of the Plan. Employee
acknowledges that the Committee has relied on the discretion granted
to it under Section 10(d) of the Plan in requiring forfeiture upon
occurrence of a Forfeiture Event during the applicable
post-Termination period.
- Unless forfeited, Employee's SARs shall remain outstanding and
exercisable until the Stated Expiration Date, at which date the SARs
will cease to be exercisable and will terminate, except as otherwise
provided herein.
(c) Termination by the Company Not for Cause or Early Retirement. In the
event of Employee's Termination of Employment by the Company not for Cause or
Employee's Early Retirement, the following rules apply:
- A pro rata portion of Employee's then unvested SARs will not be
forfeited, but will remain outstanding and will become exercisable at
the applicable date under this Agreement as though Employee had not
had such a Termination of Employment. This pro rata portion will be
determined by multiplying the number of such unvested SARs by a
fraction the numerator of which is the number of days from the Grant
Date to the date of Employee's Termination of Employment and the
denominator of which is 1,095; provided that Employee shall forfeit
the unvested SARs if during the period following Termination of
Employment up to the date of vesting Employee engages in activity that
results in a Forfeiture Event set forth in Section 10 of the Plan.
Employee acknowledges that the Committee has relied on the discretion
granted to it under Section 10(d) of the Plan in requiring forfeiture
upon occurrence of a Forfeiture Event during the applicable
post-Termination period.
- Employee's SARs that had not become vested before such Termination of
Employment and are not included in the pro rata portion subject to
continued vesting will be immediately forfeited.
- Employee's SARs that were vested at the time of such Termination of
Employment and those that thereafter become vested under this Section
5(c) shall remain outstanding and exercisable until the Stated
Expiration Date, at which date the SARs will cease to be exercisable
and will terminate.
(d) Death. In the event of Employee's Termination of Employment due to
death or death of Employee following Termination but prior to vesting of SARs
not otherwise forfeited hereunder, Employee's unvested SARs will not be
forfeited but will become immediately vested and exercisable, and all vested
SARs shall remain outstanding and exercisable until the Stated Expiration Date,
at which date the SARs will cease to be exercisable and will terminate, except
as otherwise provided herein. Any SARs exercisable under this Section 5(d)
following Employee's death may be exercised by Employee's legal representative,
distributee, legatee or designated Beneficiary, as the case may be.
(e) Certain Definitions. The following definitions apply for purposes of
this Agreement:
(i) "Cause" has the meaning as defined in the Company's Executive
Separation Policy or any successor policy thereto, as in effect at the time
of Employee's Termination of Employment.
(ii) "Disability" means a disability entitling Employee to long-term
disability benefits under the Company's long-term disability policy as in
effect at the date of Employee's termination of employment, upon written
evidence of such permanent disability from a medical doctor in a form
satisfactory to the Company.
(iii) "Early Retirement" means Termination of Employment by either the
Company or Employee after Employee has attained age 55 and before he or she
has attained age 62 if at the time of Termination Employee has ten or more
years in the employ of the Company and/or its subsidiaries.
(iv) "Normal Retirement" means Termination of Employment by either the
Company or Employee after Employee has attained age 62.
(v) "Termination of Employment" means the event by which Employee
ceases to be employed by the Company or any subsidiary of the Company and,
immediately thereafter, is not employed by or providing substantial
services to any of the Company or a subsidiary of the Company. If Employee
is granted a leave of absence for military or governmental service or other
purposes approved by the Board, he or she shall be considered as continuing
in the employ of the Company, or of a subsidiary of the Company, for the
purpose of this subsection, while on such authorized leave of absence.
6. Change in Control Provisions. The provisions of Section 9 of the Plan
shall not apply to the SARs, except as specifically provided in this Section 6.
In the event of a Change in Control (as defined in Section 9 of the Plan), the
SARs, if not previously forfeited, will be fully vested and exercisable for a
period of 90-days commencing at the date of the Change in Control, during which
period Employee may elect to receive, instead of shares upon exercise, cash in
an amount equal to (i) the Fair Market Value of a Share at the date of exercise
minus the Base Price per share of the SARs times (ii) the number of shares that
remained subject to the SARs (whether or not vested) at the time of the Change
in Control (this payment will be required only if it is a positive amount). Such
cash payment shall be made in a lump sum at the date of exercise. At the
expiration of such 90-day period following the Change in Control, Employee will
have no further rights with respect to the SARs, which thereupon will terminate.
7. Forfeiture Provisions. Employee agrees that, by signing this Agreement
and accepting the grant of the SARs, the forfeiture conditions set forth in
Section 5(b) hereof and in Section 10 of the Plan shall apply to the SARs and to
gains realized upon the exercise of the SARs (in addition to the requirements of
Section 5(b) and (c) applicable during any period of continued vesting following
Termination of Employment).
8. Employee Representations and Warranties, Consents and Acknowledgements.
(a) As a condition to the exercise of the SARs, the Company may require
Employee to make any representation or warranty to the Company as may be
required under any applicable law or regulation, and to make a representation
and warranty that no Forfeiture Event has occurred or is contemplated within the
meaning of Section 5(b) hereof and Section 10 of the Plan.
(b) By signing this Agreement, Employee voluntarily acknowledges and
consents to the collection, use processing and transfer of personal data as
described in this clause (b). Employee is not obliged to consent to such
collection, use, processing and transfer of personal data; however, failure to
provide the consent may affect Employee's ability to participate in the Plan.
The Company and its subsidiaries hold, for the purpose of managing and
administering the Plan, certain personal information about Employee, including
Employee's name, home address and telephone number, date of birth, social
security number or other employee identification number, salary, nationality,
job title, any shares of stock or directorships held in the Company, details of
all options and SARs or any other entitlement to shares of stock awarded,
canceled, purchased, vested, unvested or outstanding in Employee's favor
("Data"). The Company and/or its subsidiaries will transfer Data among
themselves as necessary for the purpose of implementation, administration and
management of Employee's participation in the Plan and the Company and/or any of
its subsidiaries may each further transfer Data to any third parties assisting
the Company in the implementation, administration and management of the Plan.
These recipients may be located in the European Economic Area, or elsewhere
throughout the world, such as the United States. Employee authorizes them to
receive, possess, use, retain and transfer the Data, in electronic or other
form, for the purposes of implementing, administering and managing Employee's
participation in the Plan, including any requisite transfer of such Data as may
be required for the administration of the Plan and/or the subsequent holding of
Shares on Employee's behalf to a broker or other third party with whom Employee
may elect to deposit any Shares acquired pursuant to the Plan. Employee may, at
any time, review Data, require any necessary amendments to it or withdraw the
consents herein in writing by contacting the Company; however, withdrawing
consent may affect Employee's ability to participate in the Plan.
(c) Employee's participation in the Plan is voluntary. The value of the
SARs is an extraordinary item of compensation. As such, the SARs are not part of
normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments. Rather, the awarding of the
SARs to Employee under the Plan represents a mere investment opportunity.
(d) EMPLOYEE HEREBY CONSENTS TO ELECTRONIC DELIVERY OF THE PLAN, THE
PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY,
THE "PLAN DOCUMENTS"). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS
ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET
WEBSITE OR BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY
IN ITS SOLE DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT
WHEN A NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE'S REVIEW,
DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN DOCUMENT
CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE COMPANY, EMPLOYEE
WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH
THE COMPANY'S COMPUTER NETWORK. EMPLOYEE WILL HAVE THE RIGHT TO RECEIVE PAPER
COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE
ADDRESS SPECIFIED IN SECTION 9(e) HEREOF. EMPLOYEE'S CONSENT TO ELECTRONIC
DELIVERY OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE
EARLIER OF (I) THE TERMINATION OF EMPLOYEE'S PARTICIPATION IN THE PLAN AND (II)
THE WITHDRAWAL OF EMPLOYEE'S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN
DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT
ANY TIME TO WITHDRAW HIS OR HER CONSENT TO ELECTRONIC DELIVERY OF THE PLAN
DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS SPECIFIED IN
SECTION 9(e) HEREOF. IF EMPLOYEE WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC
DELIVERY, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS
WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. EMPLOYEE
ACKNOWLEDGES THAT HE OR SHE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL
ANNOUNCEMENT INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER
HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.
9. Miscellaneous.
(a) Mandatory Tax Withholding. Unless otherwise determined by the
Committee, at the time of exercise the Company will withhold from any shares
deliverable upon exercise, in accordance with Section 11(d) of the Plan, the
number of shares having a value nearest to, but not exceeding, the amount of
income taxes, employment taxes or other withholding amounts required to be
withheld under applicable local laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing authorities. Employee will
be responsible for any taxes relating to the SARs and the exercise thereof not
satisfied by means of such mandatory withholding.
(b) Binding Agreement; Written Amendments. This Agreement shall be binding
upon the heirs, executors, administrators and successors of the parties. This
Agreement constitutes the entire agreement between the parties with respect to
the SARs, and supersedes any prior agreements or documents with respect to the
SARs. No amendment or alteration of this Agreement which may impose any
additional obligation upon the Company shall be valid unless expressed in a
written instrument duly executed in the name of the Company, and no amendment,
alteration, suspension or termination of this Agreement which may materially and
adversely affect the rights of Employee under the SARs shall be valid unless
expressed in a written instrument executed by Employee.
(c) No Promise of Employment. The SARs and the granting thereof shall not
constitute or be evidence of any agreement or understanding, express or implied,
that Employee has a right to continue as an employee of the Company for any
period of time, or at any particular rate of compensation. Employee acknowledges
and agrees that the Plan is discretionary in nature and limited in duration, and
may be amended, cancelled, or terminated by the Company, in its sole discretion,
at any time, provided, however that any outstanding SARs shall not be affected.
The grant of stock SARs under the Plan is a one-time benefit and does not create
any contractual or other right to receive a grant of stock SARs or benefits in
lieu of stock SARs in the future. Future grants, if any, will be at the sole
discretion of the Company, including, but not limited to, the timing of any
grant, the number of SARs, vesting provisions and the exercise or base price.
(d) Governing Law. The validity, construction, and effect of this Agreement
shall be determined in accordance with the laws (including those governing
contracts) of the State of New York, without giving effect to principles of
conflicts of laws, and applicable federal law. The SARs and the granting thereof
are subject to the Company's compliance with the applicable law of the
jurisdiction of Employee's employment.
(e) Notices. Any notice to be given the Company under this Agreement shall
be addressed to the Company at 521 West 57th Street, New York, NY 10019,
attention: Corporate Secretary, and any notice to the Employee shall be
addressed to the Employee at Employee's address as then appearing in the records
of the Company.
Exhibit 10.6
INTERNATIONAL FLAVORS & FRAGRANCES INC.
2000 Stock Award and Incentive Plan
As Amended and Restated
U.S. Restricted Stock Units Agreement
This Restricted Stock Units Agreement (the "Agreement") confirms the grant on
__________, 20__ (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC.,
a New York corporation (the "Company"), to __________ ("Employee") of Restricted
Stock Units (the "Units"), as follows:
Number granted: _____ Units
Units vest: All Units will vest on _________, 20__ (the "Stated Vesting
Date"), if not previously forfeited. In addition, the Units will
become immediately vested upon a Change in Control or upon the
occurrence of certain events relating to termination of employment in
accordance with Section 4 hereof.
Settlement: Units granted hereunder will be settled by delivery of one
share of the Company's Common Stock, par value $.12-1/2 per share, for
each Unit being settled. Such settlement shall occur promptly on or
following the vesting (the lapse of the risk of forfeiture) of each
Unit as specified above. Any reference in this Agreement to settlement
"promptly" upon a settlement date requires that shares be delivered no
more than 60 days after the settlement date. The foregoing
notwithstanding, settlement shall be deferred in certain cases if so
elected by Employee by filling out the following section, executing
the Agreement and returning it to the Company by __________, 20__, or
as otherwise provided under Section 6 hereof:
Check Only One:
____ I hereby elect to have my Units settled at the date of vesting
(this includes any date following Termination of Employment
deemed to result from continued vesting under Section 4(b) or
(c)) (Note: this election will apply if this form is not returned
or if no box is checked).
____ I hereby elect to defer the settlement of my Units until the
first business day of the year (date must be after the Stated
Vesting Date) (subject to accelerated settlement of the deferred
Units in the event of a Change in Control and accelerated
settlement of previously vested Units in the event of Employee's
Termination of Employment for any reason, including Normal or
Early Retirement, after the Stated Vesting Date, at which time
settlement will occur promptly but subject to the six-month delay
rule of Section 6(b), if applicable).
____ I hereby elect to defer the settlement of my Units until my
Termination of Employment for any reason, including Retirement,
at which time settlement will occur promptly but subject to the
six-month delay rule of Section 6(b), if applicable, and in all
events subject to accelerated settlement in the event of a Change
in Control.
If I elect to defer the settlement of my Units, I acknowledge and
agree that, if the Company declares and pays a dividend of any kind on
the Company's Common Stock, amounts equivalent to such dividends will
be paid on any vested Units after the Stated Vesting Date, even if
such Units have not been settled, and that such dividend equivalents
will be treated as compensation to me.
* * * * * *
The Units are granted under Section 6(e) of the 2000 Stock Award and Incentive
Plan, as amended and restated (the "Plan"), and are subject to the terms and
conditions of the Plan and this Agreement, including the Terms and Conditions of
Restricted Stock Units attached hereto. The number of Units and the kind of
shares deliverable in settlement of Units are subject to adjustment in
accordance with Section 5 hereof and Section 11(c) of the Plan.
Employee acknowledges and agrees that (i) Units are nontransferable, except
as provided in Section 3 hereof and Section 11(b) of the Plan, (ii) Units, and
certain amounts of gain realized upon settlement of Units, are subject to
forfeiture in the event Employee fails to meet applicable requirements relating
to non-competition, confidentiality, non-solicitation of customers, suppliers,
business associates, employees, and service providers, non-disparagement and
cooperation in litigation with respect to the Company and its subsidiaries and
affiliates, as set forth in Section 7 hereof and Section 10 of the Plan, (iii)
Units are subject to forfeiture in the event of Employee's Termination of
Employment in certain circumstances prior to vesting, as specified in Section 4
hereof, (iv) sales of shares delivered in settlement of Units will be subject to
the Company's policies regulating trading by employees and (v) a copy of the
Plan and related prospectus have previously been delivered to Employee, are
being delivered to Employee or are available as specified in Section 1 hereof.
IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer thereunto duly authorized, and Employee
has duly executed this Agreement, by which each has agreed to the terms of this
Agreement.
Employee INTERNATIONAL FLAVORS &
FRAGRANCES INC.
_____________________________ By:__________________________________
Dennis M. Meany
Senior Vice President, General Counsel
and Secretary
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
The following Terms and Conditions apply to the Units granted to Employee
by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the "Company"), as specified in the
U.S. Restricted Stock Units Agreement (of which these Terms and Conditions form
a part). Certain terms of the Units, including the number of Units granted,
vesting date(s) and settlement date, are set forth on the preceding pages.
1. General. The Units are granted to Employee under the Company's 2000
Stock Award and Incentive Plan (the "Plan"), a copy of which is available for
review, along with other documents constituting the "prospectus" for the Plan,
on the Company's intranet site at One IFF/Corporate/Law Department. All of the
applicable terms, conditions and other provisions of the Plan are incorporated
by reference herein. Capitalized terms used in this Agreement but not defined
herein shall have the same meanings as in the Plan. If there is any conflict
between the provisions of this document and mandatory provisions of the Plan,
the provisions of the Plan govern. By accepting the grant of the Units, Employee
agrees to be bound by all of the terms and provisions of the Plan (as presently
in effect or later amended), the rules and regulations under the Plan adopted
from time to time, and the decisions and determinations of the Company's
Compensation Committee (the "Committee") made from time to time, provided that
no such Plan amendment, rule or regulation or Committee decision or
determination shall materially and adversely affect the rights of the Employee
with respect to outstanding Units.
2. Account for Employee. The Company shall maintain a bookkeeping account
for Employee (the "Account") reflecting the number of Units then credited to
Employee hereunder as a result of such grant of Units.
3. Nontransferability. Until Units become settleable in accordance with the
terms of this Agreement, Employee may not transfer Units or any rights hereunder
to any third party other than by will or the applicable laws of descent and
distribution, except for transfers to a Beneficiary upon death of Employee or
otherwise if and to the extent permitted by the Company and subject to the
conditions under Section 11(b) of the Plan.
4. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Units in the event of Employee's Termination of Employment
(as defined below), provided that the Committee retains its powers to accelerate
vesting or modify these terms, subject to the consent of Employee in the case of
a modification materially adverse to Employee and subject to Section 6(b)
hereof:
(a) Voluntary Resignation and Termination by the Company for Cause. In
the event of Employee's Termination of Employment due to his or her
voluntary resignation (other than a Normal or Early Retirement governed by
clause (b) or (c) below) or Termination of Employment by the Company for
Cause (as defined below), all unvested Units will be immediately forfeited,
and the portion of the then-outstanding Units that is vested and
non-forfeitable at the date of Termination will be settled promptly
following such Termination, subject to the six-month delay rule in Section
6(b) if applicable.
(b) Disability or Normal Retirement. In the event of Employee's
Termination of Employment due to Disability (as defined below) or Normal
Retirement (as defined below), Employee's unvested Units will not be
forfeited, but will remain outstanding and will become vested at the
applicable date under this Agreement as though Employee had not had such a
Termination of Employment; provided that Employee shall forfeit the
unvested Units if during the period following Termination of Employment up
to the date of vesting Employee engages in an activity that results in a
Forfeiture Event set forth in Section 10 of the Plan. Upon vesting, such
Units will be settled promptly. Units vested prior to such Termination will
be settled promptly following such Termination, subject to the six-month
delay rule in Section 6(b) if applicable. Employee acknowledges that the
Committee has relied on the discretion granted to it under Section 10(d) of
the Plan in requiring forfeiture upon occurrence of a Forfeiture Event
during the applicable post-Termination period.
(c) Termination by the Company Not for Cause or Early Retirement. In
the event of Employee's Termination of Employment by the Company not for
Cause or Employee's Early Retirement, the following rules apply:
- A pro rata portion of Employee's then unvested Units will not be
forfeited, but will remain outstanding and will become vested at
the applicable date under this Agreement as though Employee had
not had such a Termination of Employment. This pro rata portion
will be determined by multiplying the number of unvested Units by
a fraction the numerator of which is the number of days from the
Grant Date to the date of Employee's Termination of Employment
and the denominator of which is 1,095; provided that Employee
shall forfeit such unvested Units if during the period following
Termination of Employment up to the date of vesting Employee
engages in activity that results in a Forfeiture Event set forth
in Section 10 of the Plan. Employee acknowledges that the
Committee has relied on the discretion granted to it under
Section 10(d) of the Plan in requiring forfeiture upon occurrence
of a Forfeiture Event during the applicable post-Termination
period.
- Employee's Units that had not become vested before such
Termination of Employment and which are not included in the pro
rata portion subject to continued vesting will be immediately
forfeited.
- Upon vesting of the Units included in the pro rata portion
subject to continued vesting, such Units will be settled promptly
as provided herein.
- Units vested prior to such Termination will be settled promptly
after such Termination, subject to the six-month delay rule in
Section 6(b) if applicable.
(d) Death. In the event of Employee's Termination of Employment due to
death or the death of Employee following Termination but prior to vesting of
Units not otherwise forfeited hereunder, Employee's unvested Units will not be
forfeited but will become immediately vested. Such Units and any Units vested
prior to death will be settled promptly as provided herein.
(e) Certain Definitions. The following definitions apply for purposes of
this Agreement:
(i) "Cause" has the meaning as defined in the Company's Executive
Separation Policy or any successor policy thereto, as in effect at the
time of Employee's Termination of Employment.
(ii)"Disability" means a disability entitling Employee to long-term
disability benefits under the Company's long-term disability policy as
in effect at the date of Employee's termination of employment, upon
written evidence of such total disability from a medical doctor in a
form satisfactory to the Company.
(iii)"Early Retirement" means Termination of Employment by either the
Company or Employee after Employee has attained age 55 and before he
or she has attained age 62 if at the time of Termination Employee has
ten or more years in the employ of the Company and/or its
subsidiaries.
(iv)"Normal Retirement" means Termination of Employment by either the
Company or Employee after Employee has attained age 62.
(v) "Termination of Employment" means the event by which Employee ceases
to be employed by the Company or any subsidiary of the Company and,
immediately thereafter, is not employed by or providing substantial
services to any of the Company or a subsidiary of the Company. If
Employee is granted a leave of absence for military or governmental
service or other purposes approved by the Board, he or she shall be
considered as continuing in the employ of the Company, or of a
subsidiary of the Company, for the purpose of this subsection, while
on such authorized leave of absence.
5. Dividends and Adjustments.
(a) Dividends. No Dividends or Dividend Equivalents of any kind
(including cash dividends, non-Common Stock Dividends or Common Stock
Dividends) will be credited or paid on any unvested Units. Units that, at
the relevant dividend record date that occurs before the issuance of shares
in settlement of Units, previously have been vested (i.e., Units deferred
as to settlement under Section 6), shall be entitled to payments or credits
equivalent to dividends that would have been paid if the Units had been
outstanding shares at such record date. The form and timing of such
payments will be in the discretion of the Committee.
(b) Adjustments. The number of Units credited to Employee's Account
and/or the property deliverable upon settlement of Units shall be
appropriately adjusted, in order to prevent dilution or enlargement of
Employee's rights with respect to Units in connection with, or to reflect
any changes in the number and kind of outstanding shares of Common Stock
resulting from, any corporate transaction or event referred to in the first
sentence of Section 11(c) of the Plan.
(c) Risk of Forfeiture and Settlement of Units Resulting from
Adjustments. Units (and other property deliverable in settlement of Units)
which directly or indirectly result from adjustments to a Unit granted
hereunder shall be subject to the same risk of forfeiture (including
additional forfeiture terms of Section 10 of the Plan) as applies to the
granted Unit and will be settled at the same time as the granted Unit.
6. Deferral of Settlement.
(a) Voluntary Deferral. Settlement of any Unit, which otherwise would
occur upon the vesting or lapse of the risk of forfeiture of such Unit,
will be deferred in certain cases if and to the extent so elected by
Employee in accordance with the cover page of this Agreement.
(b) Code Section 409A Compliance. Deferrals, whether elective or
mandatory under the terms of this Agreement, shall comply with requirements
under Section 409A of the Internal Revenue Code (the "Code"). Other
provisions of this Agreement notwithstanding, under U.S. federal income tax
laws and Treasury Regulations (including proposed regulations and other
applicable guidance) as presently in effect or hereafter implemented, (i) a
distribution in settlement of Units to Employee triggered by a Termination
of Employment will occur only if the Termination constitutes a "separation
from service" within the meaning of Code Section 409A(a)(2)(A)(i) and, if
at the time of such separation from service Employee is a "specified
employee" under Code Section 409A(a)(2)(B)(i) and a delay in distribution
is required in order that Employee will not be subject to a tax penalty
under Code Section 409A, such distribution in settlement of Units will
occur at the date six months after Termination of Employment; and (ii) any
rights of Employee or retained authority of the Company with respect to
Units hereunder shall be automatically modified and limited to the extent
necessary so that Employee will not be deemed to be in constructive receipt
of income relating to the Units prior to the distribution and so that
Employee shall not be subject to any penalty under Code Section 409A.
7. Additional Forfeiture Provisions. Employee agrees that, by signing this
Agreement and accepting the grant of the Units, the forfeiture conditions set
forth in Section 10 of the Plan shall apply to all Units hereunder and to gains
realized upon the vesting of the Units. For the purpose of the forfeiture
conditions set forth in Section 10 of the Plan, gains will be deemed to be
realized at the time of vesting for any Units the settlement of which is
deferred at the election of Employee.
8. Employee Representations and Warranties Upon Settlement. As a condition
to the settlement of the Units, the Company may require Employee to make any
representation or warranty to the Company as may be required under any
applicable law or regulation, and to make a representation and warranty that no
Forfeiture Event has occurred or is contemplated within the meaning of Section
10 of the Plan.
9. Other Terms Relating to Units.
(a) Fractional Units and Shares. The number of Units credited to
Employee's Account shall include fractional Units, if any, calculated to at
least three decimal places, unless otherwise determined by the Committee.
Unless settlement is effected through a third-party broker or agent that
can accommodate fractional shares (without requiring issuance of a
fractional share by the Company), upon settlement of the Units Employee
shall be paid, in cash, an amount equal to the value of any fractional
share that would have otherwise been deliverable in settlement of such
Units.
(b) Mandatory Tax Withholding. Unless otherwise determined by the
Committee, at the time of settlement the Company will withhold from any
shares deliverable in settlement of the Units, in accordance with Section
11(d) of the Plan, the number of shares having a value nearest to, but not
exceeding, the amount of income taxes, employment taxes or other
withholding amounts required to be withheld under applicable local laws and
regulations, and pay the amount of such withholding taxes in cash to the
appropriate taxing authorities. Employee will be responsible for any taxes
relating to the Units not satisfied by means of such mandatory withholding.
(c) Statements. An individual statement of each Employee's Account
will be issued to each Employee at such times as may be determined by the
Company. Such a statement shall reflect the number of Units credited to
Employee's Account, transactions therein during the period covered by the
statement, and other information deemed relevant by the Committee. Such a
statement may be combined with or include information regarding other plans
and compensatory arrangements for employees. Any statement containing an
error shall not, however, represent a binding obligation to the extent of
such error.
(d) Employee Consent. By signing this Agreement, Employee voluntarily
acknowledges and consents to the collection, use processing and transfer of
personal data as described in this Section 9(d). Employee is not obliged to
consent to such collection, use, processing and transfer of personal data;
however, failure to provide the consent may affect Employee's ability to
participate in the Plan. The Company and its subsidiaries hold, for the
purpose of managing and administering the Plan, certain personal
information about Employee, including Employee's name, home address and
telephone number, date of birth, social security number or other employee
identification number, salary, nationality, job title, any shares of stock
or directorships held in the Company, and details of all options or any
other entitlement to shares of stock awarded, canceled, purchased, vested,
unvested or outstanding in Employee's favor ("Data"). The Company and/or
its subsidiaries will transfer Data among themselves as necessary for the
purpose of implementation, administration and management of Employee's
participation in the Plan and the Company and/or any of its subsidiaries
may each further transfer Data to any third parties assisting the Company
in the implementation, administration and management of the Plan. These
recipients may be located in the European Economic Area, or elsewhere
throughout the world, such as the United States. Employee authorizes them
to receive, possess, use, retain and transfer the Data, in electronic or
other form, for the purposes of implementing, administering and managing
Employee's participation in the Plan, including any requisite transfer of
such Data as may be required for the administration of the Plan and/or the
subsequent holding of shares on Employee's behalf to a broker or other
third party with whom Employee may elect to deposit any shares acquired
pursuant to the Plan. Employee may, at any time, review Data, require any
necessary amendments to it or withdraw the consents herein in writing by
contacting the Company; however, withdrawing consent may affect Employee's
ability to participate in the Plan.
(e) Voluntary Participation. Employee's participation in the Plan is
voluntary. The value of the Units is an extraordinary item of compensation.
As such, the Units are not part of normal or expected compensation for
purposes of calculating any severance, resignation, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement
benefits or similar payments. Rather, the awarding of Units to Employee
under the Plan represents a mere investment opportunity.
(f) Consent to Electronic Delivery. EMPLOYEE HEREBY CONSENTS TO
ELECTRONIC DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER
DOCUMENTS RELATED TO THE PLAN (COLLECTIVELY, THE "PLAN DOCUMENTS"). THE
COMPANY WILL DELIVER THE PLAN DOCUMENTS ELECTRONICALLY TO EMPLOYEE BY
E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR BY ANOTHER
MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE
DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT WHEN A
NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE'S REVIEW,
DOWNLOAD OR PRINTING AND WILL PROVIDE INSTRUCTIONS ON WHERE THE PLAN
DOCUMENT CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN WRITING BY THE
COMPANY, EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS
ELECTRONICALLY THROUGH THE COMPANY'S COMPUTER NETWORK. EMPLOYEE WILL HAVE
THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN
REQUEST FOR A PAPER COPY TO THE ADDRESS SPECIFIED IN SECTION 10(e) HEREOF.
EMPLOYEE'S CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS WILL BE
VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE TERMINATION OF
EMPLOYEE'S PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE'S
CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS. THE COMPANY
ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW
HIS OR HER CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS BY SENDING
A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS SPECIFIED IN SECTION 10(e)
HEREOF. IF EMPLOYEE WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC DELIVERY,
THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN
TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE. EMPLOYEE
ACKNOWLEDGES THAT HE OR SHE IS ABLE TO ACCESS, VIEW AND RETAIN AN E-MAIL
ANNOUNCEMENT INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN
EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE
DISCRETION.
10. Miscellaneous.
(a) Binding Agreement; Written Amendments. This Agreement shall be
binding upon the heirs, executors, administrators and successors of the
parties. This Agreement constitutes the entire agreement between the
parties with respect to the Units, and supersedes any prior agreements or
documents with respect thereto. No amendment or alteration of this
Agreement which may impose any additional obligation upon the Company shall
be valid unless expressed in a written instrument duly executed in the name
of the Company, and no amendment, alteration, suspension or termination of
this Agreement which may materially impair the rights of Employee with
respect to the Units shall be valid unless expressed in a written
instrument executed by Employee.
(b) No Promise of Employment. The Units and the granting thereof shall
not constitute or be evidence of any agreement or understanding, express or
implied, that Employee has a right to continue as an officer or employee of
the Company for any period of time, or at any particular rate of
compensation. Employee acknowledges and agrees that the Plan is
discretionary in nature and limited in duration, and may be amended,
cancelled, or terminated by the Company, in its sole discretion, at any
time, provided, however that any outstanding Units shall not be materially
and adversely affected. The grant of Units under the Plan is a one-time
benefit and does not create any contractual or other right to receive a
grant of restricted stock units or stock options or benefits in lieu of
units or stock options in the future. Future grants, if any, will be at the
sole discretion of the Company, including, but not limited to, the timing
of any grant, the number of units and vesting provisions.
(c) Unfunded Plan. Any provision for distribution in settlement of
Employee's Account hereunder shall be by means of bookkeeping entries on
the books of the Company and shall not create in Employee any right to, or
claim against any, specific assets of the Company, nor result in the
creation of any trust or escrow account for Employee. With respect to
Employee's entitlement to any distribution hereunder, Employee shall be a
general creditor of the Company.
(d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS
AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING THOSE
GOVERNING CONTRACTS) OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE FEDERAL LAW. The Units and
the granting thereof are subject to the Employee's compliance with the
applicable law of the jurisdiction of Employee's employment.
(e) Notices. Any notice to be given the Company under this Agreement
shall be addressed to the Company at 521 West 57th Street, New York, NY
10019, attention: Corporate Secretary, and any notice to the Employee shall
be addressed to the Employee at Employee's address as then appearing in the
records of the Company.