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As Of Filer Filing For·On·As Docs:Size 5/12/15 Int’l Flavors & Fragrances Inc 10-Q 3/31/15 78:7.6M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 414K 2: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 89K 3: EX-10.1 Material Contract HTML 157K 4: EX-10.2 Material Contract HTML 127K 5: EX-10.3 Material Contract HTML 69K 6: EX-10.4 Material Contract HTML 70K 7: EX-10.5 Material Contract HTML 84K 8: EX-10.6 Material Contract HTML 58K 9: EX-10.7 Material Contract HTML 55K 10: EX-10.8 Material Contract HTML 168K 11: EX-31.1 Certification -- §302 - SOA'02 HTML 31K 12: EX-31.2 Certification -- §302 - SOA'02 HTML 31K 13: EX-32 Certification -- §906 - SOA'02 HTML 26K 55: R1 Document and Entity Information HTML 43K 45: R2 Consolidated Balance Sheet HTML 161K 53: R3 Consolidated Balance Sheet (Parenthetical) HTML 41K 57: R4 Consolidated Statement Of Comprehensive Income HTML 101K 73: R5 Consolidated Statement Of Cash Flows HTML 128K 47: R6 Consolidated Statement Of Cash Flows HTML 25K (Parenthetical) 52: R7 Consolidated Financial Statements HTML 34K 41: R8 Net Income Per Share HTML 36K 33: R9 Restructuring and Other Charges, Net HTML 47K 74: R10 Other Intangible Assets, Net HTML 42K 59: R11 Borrowings HTML 48K 58: R12 Income Taxes HTML 36K 63: R13 Stock Compensation Plans HTML 39K 64: R14 Segment Information HTML 60K 62: R15 Employee Benefits HTML 65K 65: R16 Financial Instruments HTML 136K 54: R17 Accumulated Other Comprehensive Income (Loss) HTML 91K 56: R18 Commitments and Contingencies HTML 43K 61: R19 Subsequent Events HTML 26K 78: R20 Consolidated Financial Statements (Policies) HTML 38K 69: R21 Net Income Per Share (Tables) HTML 31K 49: R22 Restructuring and Other Charges, Net (Tables) HTML 44K 60: R23 Other Intangible Assets, Net (Tables) HTML 34K 51: R24 Borrowings (Tables) HTML 46K 27: R25 Stock Compensation Plans (Tables) HTML 35K 70: R26 Segment Information (Tables) HTML 51K 75: R27 Employee Benefits (Tables) HTML 61K 37: R28 Financial Instruments (Tables) HTML 135K 36: R29 Accumulated Other Comprehensive Income (Loss) HTML 93K (Tables) 39: R30 Consolidated Financial Statements Consolidated HTML 25K Financial Statements (Details) 40: R31 Net Income Per Share - Reconciliation of Shares HTML 33K Used in Computation of Basic and Diluted Net Income Per Share (Detail) 42: R32 Net Income Per Share - Additional Information HTML 31K (Detail) 26: R33 Restructuring and Other Charges, Net - Additional HTML 48K Information (Detail) 67: R34 Restructuring and Other Charges, Net - Changes in HTML 50K Employee-Related Restructuring Liabilities (Detail) 48: R35 Other Intangible Assets, Net - Schedule of Other HTML 32K Intangible Assets, Net (Detail) 50: R36 Other Intangible Assets, Net - Additional HTML 75K Information (Detail) 30: R37 Borrowings - Components of Debt (Detail) HTML 62K 77: R38 Income Taxes - Additional Information (Detail) HTML 51K 20: R39 Stock Compensation Plans - Stock-Based HTML 42K Compensation Expense and Related Tax Benefits (Detail) 43: R40 Segment Information - Additional Information HTML 40K (Detail) 72: R41 Segment Information - Reportable Segment HTML 59K Information (Detail) 29: R42 Employee Benefits - Pension and Other Defined HTML 66K Contribution Retirement Plan Expenses (Detail) 35: R43 Employee Benefits - Additional Information HTML 43K (Detail) 38: R44 Employee Benefits - Postretirement Benefits Other HTML 38K Than Pension Expenses (Detail) 46: R45 Financial Instruments - Carrying Amount and HTML 52K Estimated Fair Values of Financial Instruments (Detail) 25: R46 Financial Instruments - Additional Information HTML 35K (Detail) 32: R47 Financial Instruments - Derivative Instruments HTML 30K Notional Amount Outstanding (Detail) 22: R48 Financial Instruments - Derivative Instruments HTML 58K Measured at Fair Value (Detail) 71: R49 Financial Instruments - Derivative Instruments HTML 28K Which Were Not Designated as Hedging Instruments (Detail) 28: R50 Financial Instruments - Derivative Instruments HTML 46K Designated as Cash Flow and Net Investment Hedging Instruments (Detail) 68: R51 Financial Instruments - Derivative Instruments HTML 30K Designated as Cash Flow and Net Investment Hedging Instruments-additional information (Detail) 31: R52 Accumulated Other Comprehensive Income (Loss) - HTML 68K Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Detail) 44: R53 Accumulated Other Comprehensive Income (Loss) - HTML 62K Reclassifications of Accumulated Other Comprehensive Income to Consolidated Statement of Comprehensive Income (Detail) 21: R54 Commitments and Contingencies - Additional HTML 56K Information (Detail) 24: R55 Subsequent Events (Details) HTML 29K 76: XML IDEA XML File -- Filing Summary XML 106K 23: EXCEL IDEA Workbook of Financial Reports XLSX 141K 34: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 901K 14: EX-101.INS XBRL Instance -- iff-20150331 XML 1.38M 16: EX-101.CAL XBRL Calculations -- iff-20150331_cal XML 185K 17: EX-101.DEF XBRL Definitions -- iff-20150331_def XML 478K 18: EX-101.LAB XBRL Labels -- iff-20150331_lab XML 1.20M 19: EX-101.PRE XBRL Presentations -- iff-20150331_pre XML 723K 15: EX-101.SCH XBRL Schema -- iff-20150331 XSD 135K 66: ZIP XBRL Zipped Folder -- 0000051253-15-000008-xbrl Zip 160K
IFF 3.31.15 Exhibit 10.7 |
RSU
Award Information | |||||
Grant Date | Award Value on Grant Date ($US) | Number of RSUs Granted | Closing Share Price on Grant Date ($US) | Vesting Date | Settlement of Award |
[•[ | $[•] | [•] | $[•] | [•]
| Awards are settled by delivery of one Share of Company Common Stock for each RSU being settled |
1. | Amount
of RSU Award. As of the Grant Date, the Participant shall be eligible to receive an RSU Award in the number of RSUs specified on the first page of the RSU Award Agreement. The RSU Award provides Participant with a contractual right to receive one share of Common Stock for each RSU being settled upon vesting. |
2. | Eligibility for Award. A Participant’s eligibility for an RSU Award shall be at the discretion of the Committee as authorized in Section 5 of the Plan. The grant of an RSU Award is a one-time benefit and does not create any contractual or other right to receive any future RSU Award. |
3. | Vesting
and Account. Except as provided in Section 6 herein, the RSU Award will vest on the date set forth on the first page of the RSU Award Agreement if not previously forfeited, and is 0% vested before expiration of this period (the date on which the RSU Award vests, the “Vesting Date”). Prior to the Vesting Date, the Company or its designated agent shall maintain a bookkeeping account reflecting the number of RSUs credited to a Participant’s account. |
4. | Settlement of the Award. Upon
vesting as provided in Section 3 or Section 6 herein, the RSU Award will be settled by delivery of one share of Common Stock for each RSU being settled. Such settlement shall occur within thirty (30) days following the Vesting Date. |
5. | Voting Rights and Dividends. RSUs do not provide voting or dividend rights until fully vested and no dividends or dividend equivalents will be paid or credited on any unvested RSUs. |
6. | Termination. A
Participant’s rights under the RSU Award following termination as a director shall be determined in accordance with the following provisions: |
a. | Resignation or Removal. If a Participant resigns or is removed with cause as set forth in the Company’s By-Laws
then all unvested RSUs will be immediately forfeited. |
b. | Other Termination. If a Participant terminates service due to death, Disability or Retirement, then all outstanding unvested RSUs will become immediately vested and will be settled in accordance with Section 4. “Retirement” shall mean Participant not standing for re-election, Participant not being re-elected by the Company’s shareholders or as determined by the Committee in its sole discretion. |
7. | Change
in Control. In the event the Company undergoes a “Change in Control” as defined in Section 11 of the Plan, RSU Awards shall be treated as provided for in Section 11 of the Plan. For the avoidance of doubt, such RSU Awards shall be settled within thirty (30) days following the earlier of (i) the Vesting Date or (ii) the date they become free of all restrictions, limitations and conditions and become fully vested as provided in Section 11 of the Plan. |
8. | Clawback and Recoupment Provisions. Notwithstanding anything herein to the contrary, any RSU Award made or payable
shall be subject to the clawback, recoupment and forfeiture provisions of Section 32 of the Plan. By acknowledging the RSU Award Agreement, the Participant acknowledges that any and all RSU Awards previously granted to the Participant prior to the Grant Date, and any other cash or shares of Common Stock provided to the participant following the Grant Date and under the RSU Award or otherwise under the Plan, are subject to the provisions of Section 32 of the Plan. |
9. | Limits on Transfers of Awards. Except as provided by the Committee, no RSU Award and no right under any RSU Award, shall be assignable, alienable, saleable, or transferable by a Participant other than by will
or by the laws of descent and distribution in accordance with Section 23 of the Plan. |
10. | Administration. |
a. | Administration. The Board has delegated administrative authority to the Committee and the RSU Awards shall be administered by the Committee. |
b. | Powers
and Duties. The Committee shall have sole discretion and authority to make any and all determinations necessary or advisable for administration of an RSU Award and may adopt, amend or revoke any rule or regulation established for the proper administration of an RSU Award. The Committee shall have the ability to modify the RSU Award provisions, to the extent necessary, or delegate such authority, to accommodate any changes in law or regulations in jurisdictions in which Participants will receive RSU Awards. The Committee or its designee, if applicable, will oversee RSU Award calculations. All interpretations, decisions, or determinations made by the Committee, or its designee, if applicable, pursuant to an RSU Award shall be final and conclusive. |
11. | Amendment;
Termination of the RSU Award. The Board has the right to revise, modify, or terminate an RSU Award in whole or in part at any time or for any reason, and the right to modify any RSU Award amount in accordance with Section 31 of the Plan. |
12. | Tax Liability and Withholding. The Participant shall be responsible for any tax liability that may arise as a result of the payments contemplated by an RSU Award or these RSU Terms and Conditions in accordance with Section 20 of the Plan. The Participant acknowledges the Company is authorized to withhold taxes
due, or potentially payable in connection with any payment of an RSU Award in accordance with Section 20 of the Plan. Further, the Participant agrees to any deduction or setoff by the Company as provided under Section 20 of the Plan. |
13. | Severability; Survival of Terms. Should any provision of an RSU Award or these RSU Terms and Conditions be held by a court of competent jurisdiction to be unenforceable, such holding shall not affect the validity of the remainder of the RSU Award or these RSU Terms and Conditions. These RSU Terms and Conditions shall apply to and bind the Participant and
the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors. |
14. | Entire Agreement; Dispute Resolution. These RSU Terms and Conditions and all addendums hereto, the RSU Award Agreement and the Plan constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. |
15. | Non
U.S. Residents. Rights and restrictions for Participants residing in foreign countries may differ and shall be based on applicable foreign law and will be governed by Section 33 of the Plan. |
16. | Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to an RSU Award by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the
Company or another third party designated by the Company. |
17. | Governing Law. These RSU Terms and Conditions and the RSU Award Agreement shall be governed by and construed according to the laws of the State of New York and the United States without regard to principles of conflict of law. |
18. | Consent for Data Transfer. By accepting this
RSU Award Agreement, the Participant voluntarily acknowledges and consents to the collection, use processing and transfer of personal data as described herein, including for the purpose of managing and administering the Plan, certain personal information, including name, home address and telephone number, date of birth, social security number, salary, nationality, job title, any shares of Common Stock or directorships held in the Company, and details of all options or any other entitlement to shares of Common |
19. | Addendum. Notwithstanding any provision in these RSU Terms and Conditions
to the contrary, the RSUs shall be subject to any special terms and conditions for Participant’s country of residence set forth in an addendum to these RSU Terms and Conditions (an “Addendum”). Further, if Participant transfers Participant’s residence to another country, at the time of transfer, the special terms and conditions for such country will apply to Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local laws, rules and regulations or to facilitate the operation and administration of the RSUs and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s
transfer). Any applicable Addendum shall constitute part of these RSU Terms and Conditions. |
20. | Private Placement. The grant of RSUs to Participants outside the United States is not intended to be a public offering of securities in Participant’s country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law) outside of the United States and the grant of the RSUs is not subject to the supervision of the local securities authorities.
|
21. | Notices. Any notice required or permitted to be given under this RSU Award Agreement or the RSU Terms and Conditions shall be in writing and shall be deemed to have been given when delivered personally or by courier, or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the party concerned at the address indicated below or to such changed address as such party may subsequently by similar process give notice of: |
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 5/12/15 | 8-K | ||
For Period end: | 3/31/15 | 4 | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 Int’l Flavors & Fragrances Inc. 10-K 12/31/23 153:26M 2/27/23 Int’l Flavors & Fragrances Inc. 10-K 12/31/22 147:25M 2/28/22 Int’l Flavors & Fragrances Inc. 10-K 12/31/21 152:25M 2/22/21 Int’l Flavors & Fragrances Inc. 10-K 12/31/20 152:22M |