INTERNATIONAL FLAVORS &
FRAGRANCES INC.
2000 Stock Award and Incentive
Plan,
as amended and restated December 31, 2007 (the
“Plan”)
Purchased Restricted Stock
Agreement
This Purchased
Restricted Stock Agreement (the “Agreement”) confirms
the grant on
, 20 ___ (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:
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Restricted
Stock granted:
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Shares
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Purchase Price
per Share:
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$
per Share, being 50% of fair market
value on the Grant Date
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Aggregate
Purchase Price:
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$
(equal to the number of
Shares granted times the Purchase Price per Share); the Company
acknowledges receipt, as of the Grant Date, of the Purchase Price
from Employee (check whichever is applicable) [ ] in cash or [ ] by
the tender and delivery of
shares of the Company’s Common Stock previously acquired by
Employee
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Restricted
Stock Vests:
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As to 100% of
the Restricted Stock on
, 20 (the “Stated
Vesting Date”), except that different vesting provisions may
apply upon certain events specified in Section 3 or 5
hereof
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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, and financial reporting, 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 addition, and without limiting the
foregoing, Employee consents, acknowledges and agrees that, as a
condition to the grant of Restricted Stock hereunder, Section 10(d)
of the Plan, which relates to forfeitures of Awards (as defined in
the Plan) in the event of financial reporting misconduct, will
apply to the Restricted Stock granted hereunder as well as to any
other Awards that may have been granted to Employee prior to the
Grant Date set forth above.
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.
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Employee
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INTERNATIONAL
FLAVORS & FRAGRANCES INC.
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By:
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Dennis M.
Meany
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Senior Vice
President, General Counsel
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and
Secretary
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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:
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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.
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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.
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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.
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(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 sub
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