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As Of Filer Filing For·On·As Docs:Size 3/01/16 Int’l Flavors & Fragrances Inc 10-K 12/31/15 123:17M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.34M 2: EX-10.25 Material Contract HTML 84K 3: EX-21 Subsidiaries List HTML 58K 4: EX-23 Consent of Experts or Counsel HTML 37K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 43K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 44K 7: EX-32 Certification -- §906 - SOA'02 HTML 38K 14: R1 Document and Entity Information HTML 66K 15: R2 Consolidated Statement of Income and Comprehensive HTML 89K Income 16: R3 Consolidated Balance Sheet HTML 145K 17: R4 Consolidated Balance Sheet (Parenthetical) HTML 48K 18: R5 Consolidated Statement of Cash Flows HTML 138K 19: R6 Consolidated Statement of Cash Flows HTML 38K (Parenthetical) 20: R7 Consolidated Statement of Shareholders Equity HTML 107K 21: R8 Consolidated Statement of Shareholders Equity HTML 44K (Parenthetical) 22: R9 Nature of Operations and Summary of Significant HTML 103K Accounting Policies 23: R10 Restructuring and Other Charges HTML 76K 24: R11 Acquisitions (Notes) HTML 53K 25: R12 Property, Plant and Equipment, Net HTML 55K 26: R13 Goodwill and Other Intangible Assets, Net HTML 79K 27: R14 Other Assets HTML 46K 28: R15 Other Current Liabilities HTML 51K 29: R16 Sale and Leaseback Transactions HTML 41K 30: R17 Borrowings HTML 87K 31: R18 Income Taxes HTML 159K 32: R19 Shareholders' Equity HTML 48K 33: R20 Stock Compensation Plans HTML 156K 34: R21 Segment Information HTML 155K 35: R22 Employee Benefits HTML 609K 36: R23 Financial Instruments HTML 148K 37: R24 Accumulated Other Comprehensive Income (Loss) HTML 106K 38: R25 Concentrations of Credit Risk HTML 41K 39: R26 Commitments and Contingencies HTML 60K 40: R27 Schedule II - Valuation and Qualifying Accounts HTML 83K and Reserves 41: R28 Nature of Operations and Summary of Significant HTML 159K Accounting Policies (Policies) 42: R29 Nature of Operations and Summary of Significant HTML 73K Accounting Policies (Tables) 43: R30 Restructuring and Other Charges (Tables) HTML 70K 44: R31 Property, Plant and Equipment, Net (Tables) HTML 53K 45: R32 Goodwill and Other Intangible Assets, Net (Tables) HTML 76K 46: R33 Other Assets (Tables) HTML 46K 47: R34 Other Current Liabilities (Tables) HTML 51K 48: R35 Borrowings (Tables) HTML 62K 49: R36 Income Taxes (Tables) HTML 144K 50: R37 Stock Compensation Plans (Tables) HTML 147K 51: R38 Segment Information (Tables) HTML 146K 52: R39 Employee Benefits (Tables) HTML 617K 53: R40 Financial Instruments (Tables) HTML 146K 54: R41 Accumulated Other Comprehensive Income (Loss) HTML 107K (Tables) 55: R42 Nature of Operations and Summary of Significant HTML 46K Accounting Policies - Schedule of Inventory (Detail) 56: R43 Nature of Operations and Summary of Significant HTML 90K Accounting Policies - Additional Information (Detail) 57: R44 Nature of Operations and Summary of Significant HTML 45K Accounting Policies - Reconciliation of Shares Used in Computation of Basic and Diluted Net Income Per Share (Detail) 58: R45 Nature of Operations and Summary of Significant HTML 58K Accounting Policies Nature of Operations and Summary of Significant Accounting Policies - Effect of early Adoption of accounting Pronouncement (Details) 59: R46 Restructuring and Other Charges, Net - Additional HTML 73K Information (Detail) 60: R47 Restructuring and Other Charges - Movements in HTML 58K Restructuring and Related Accruals (Detail) 61: R48 Acquisitions (Details) HTML 105K 62: R49 Property, Plant and Equipment, Net - Schedule of HTML 59K Property, Plant and Equipment (Detail) 63: R50 Goodwill and Other Intangible Assets, Net Goodwill HTML 42K and Other Intangible Assets, Net - Goodwill Rollforward (Details) 64: R51 Goodwill and Other Intangible Assets, Net - HTML 44K Schedule of Goodwill by Operating Segment (Detail) 65: R52 Goodwill and Other Intangible Assets, Net - HTML 53K Trademark and Other Intangible Assets (Detail) 66: R53 Goodwill and Other Intangible Assets, Net - HTML 52K Additional Information (Detail) 67: R54 Other Assets - Schedule of Other Assets (Detail) HTML 46K 68: R55 Other Current Liabilities - Schedule of Other HTML 62K Current Liabilities (Detail) 69: R56 Sale and Leaseback Transactions - Additional HTML 41K Information (Detail) 70: R57 Borrowings - Components of Debt (Detail) HTML 77K 71: R58 Borrowings - Additional Information (Detail) HTML 194K 72: R59 Income Taxes - Schedule of Earnings before Income HTML 44K Taxes (Detail) 73: R60 Income Taxes - Schedule of Income Tax Provision HTML 69K (Detail) 74: R61 Income Taxes - Schedule of Reconciliation between HTML 59K U.S. Federal Statutory Income Tax Rate to Actual Effective Tax Rate (Detail) 75: R62 Income Taxes - Schedule of Income Tax Provision HTML 43K (Narrative) (Detail) 76: R63 Income Taxes - Additional Information (Detail) HTML 146K 77: R64 Income Taxes - Schedule of Deferred Tax Assets and HTML 64K Liabilities (Detail) 78: R65 Income Taxes - Schedule of Deferred Tax Assets and HTML 38K Liabilities (Narrative) (Detail) 79: R66 Income Taxes - Reconciliation of Beginning and HTML 52K Ending Amount of Unrecognized Tax Benefits (Detail) 80: R67 Shareholders' Equity - Additional Information HTML 54K (Detail) 81: R68 Stock Compensation Plans - Additional Information HTML 77K (Detail) 82: R69 Stock Compensation Plans - Stock-Based HTML 49K Compensation Expense Included in Consolidated Statement of Income and Comprehensive Income (Detail) 83: R70 Stock Compensation Plans - SSAR's and Stock Option HTML 59K - Additional Information (Detail) 84: R71 Stock Compensation Plans - SSAR's and Stock Option HTML 54K Activity (Detail) 85: R72 Stock Compensation Plans - SSAR's and Stock Option HTML 74K Outstanding (Detail) 86: R73 Stock Compensation Plans - SSAR's and Stock Option HTML 83K Exercisable (Detail) 87: R74 Stock Compensation Plans - Restricted Stock Units HTML 49K Plan - Additional Information (Detail) 88: R75 Stock Compensation Plans - 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Additional HTML 90K Information (Detail) 120: R107 Schedule II - Valuation and Qualifying Accounts HTML 58K and Reserves (Detail) 122: XML IDEA XML File -- Filing Summary XML 232K 121: EXCEL IDEA Workbook of Financial Reports XLSX 154K 8: EX-101.INS XBRL Instance -- iff-20151231 XML 5.79M 10: EX-101.CAL XBRL Calculations -- iff-20151231_cal XML 332K 11: EX-101.DEF XBRL Definitions -- iff-20151231_def XML 1.33M 12: EX-101.LAB XBRL Labels -- iff-20151231_lab XML 2.86M 13: EX-101.PRE XBRL Presentations -- iff-20151231_pre XML 1.85M 9: EX-101.SCH XBRL Schema -- iff-20151231 XSD 301K 123: ZIP XBRL Zipped Folder -- 0000051253-16-000026-xbrl Zip 438K
Exhibit |
Participant Information | LTIP Award Information | ||||
Base Salary | LTIP Target | Performance Metrics | Price of a share of Common Stock for Determining Number of shares of Common Stock at Target* | Performance Cycle | Payment
of LTIP Award |
[Insert Base Salary] | [Target Amount], representing [x%] of Base Salary | Actual LTIP Award payouts are based on achievement of the results against the Performance Metrics and Weightings below. | [INSERT SHARE PRICE] *20-day trailing average price of a share of Common Stock as of the first trading day of the Performance Cycle | [January 1, 201X]-[December 31, 201X] | Payments are made in the year following the last day of the Performance Cycle [XXX] at the discretion of the Committee. The cash portion will be paid in the applicable local currency. |
Performance
Segments; Performance Metrics; LTIP Award Amounts at Target | Performance Segment | Proration** | LTIP Award Amounts at Target | Performance Metrics | ||
Cash Target | Shares of Common Stock Target | EP*** Metric | TSR*** Metric | |||
Year
1: 201X | 100% | $[X] | [# of shares of Common Stock] | 100% | 0% | |
Year 2: 201X | 100% | $[X] | [# of shares of Common Stock] | 100% | 0% | |
Year 3: 201X | 100% | $[X] | [#
of shares of Common Stock] | 100% | 0% | |
Cumulative 201X-201X | 100% | $[X] | [# of shares of Common Stock] | 0% | 100% | |
Total Performance Cycle | $[X] | [#
of shares of Common Stock] |
1. | Amount
of LTIP Award. As of the Date of Grant, the Participant shall be eligible to receive an LTIP Award in the amount of the LTIP Target set forth on the first page of the LTIP Award Agreement, as such amount may be adjusted as described in Section 5 below. |
2. | Eligibility for LTIP Award. A Participant’s eligibility for an LTIP Award in one Performance Cycle does not guarantee eligibility of the Participant for another LTIP Award in a subsequent Performance Cycle. |
3. | Payment
of the LTIP Award. The LTIP Award provides the Participant with an opportunity to receive a single LTIP Award payout, comprising two separate payments, one in cash and one in shares of Common Stock (collectively, the “LTIP Award Payment”) if the Company achieves one or more satisfactory levels of performance (each a “Performance Achievement Level”) in respect of one or more metrics (each a “Performance Metric”) specified by the Committee, as provided hereunder. Performance Metrics must be met over discrete periods of time (each a “Performance Segment”) within or over a multi-year performance period (a “Performance Cycle”), as specified
in the LTIP Award Agreement. Any LTIP Award Payment will be made in accordance with the attached LTIP Award Agreement. All LTIP Awards payable in cash will be paid in the applicable local currency. Except as provided in Section[s] 9 [and 10] below, a Participant must remain Employed by the Company continuously from the Date of Grant of the LTIP Award through the date the LTIP Award Payment is made. Accordingly, there is no partial payout for LTIP Awards, except as provided in Section[s] 9 [and 10] below.1 |
4. | LTIP Target. The attached LTIP Award
Agreement specifies the Participant’s Long-Term Incentive Plan Target Award (the “LTIP Target”). The LTIP Target provides the Participant with an opportunity to receive an LTIP Award Payment in an amount equal to the LTIP Target. However, the actual LTIP Award Payment may be more or less than the LTIP Target, depending on the performance of the Company during the Performance Segments, as described further below and in Section 5: |
a. | The LTIP Target is divided among (i) three annual Performance Segments based on Economic Profit (as defined below) which are each weighted
12.5% when determining the LTIP Award Payment and (ii) a Cumulative Performance Segment based on TSR (as defined below) for the three-year Cumulative Performance Segment, which is weighted 62.5% when determining the LTIP Award Payment; and |
1 NTD: IFF to include bracketed language for Participants who are level 7. |
b. | The
LTIP Target for each Performance Metric in a Performance Segment is then divided equally between an opportunity to receive an LTIP Award Payment in the form of cash and an opportunity to receive an LTIP Award Payment in the form of shares of Common Stock. |
5. | Achievement
of Performance Achievement Levels. The Committee shall specify the Performance Achievement Levels for each Performance Segment that will provide an LTIP Award Payment at LTIP Target. Specific values for Threshold, Target and Maximum (each, as described below) Performance Achievement Levels shall be set for each Performance Segment at the beginning of each Performance Segment by the Company when its budgets and other incentive targets are approved the Company’s Board of Directors. If 100% of the Performance Achievement Levels are achieved for a Performance Segment (the “Target”), the LTIP Award shall be equal to the LTIP Target for such Performance Segment; if the “Threshold” amount of the
Performance Achievement Levels are achieved for the Performance Segment, the LTIP Award for such Performance Segment shall be equal to 25% of the LTIP Target for such Performance Segment; and if the “Maximum” amount of the Performance Achievement Levels are achieved for a Performance Segment, the LTIP Award for such Performance Segment shall be equal to 200% of the LTIP Target for such Performance Segment. If less than the Threshold is met, the LTIP Award shall be $0. If in a Performance Segment the actual performance is above the Threshold, but below the Target, or above the Target but below the Maximum, the LTIP Award Payment for such Performance Segment shall be adjusted on a pro rata basis by the actual Performance Achievement Levels. In no event shall the LTIP Award Payment for any Performance Segment be more than 200% of the LTIP Target for such Performance Segment. |
6. | Performance
Metrics. |
a. | The Committee has established Internal Economic Profit (“EP”) and External Total Shareholder Return (“TSR”) against the S&P 500 as the financial metrics for measuring Company performance for the Performance Segments. EP measures operating profitability after considering (i) the Company’s operating profit, (ii) the Company’s income taxes and (iii) a charge for the capital employed in the business. TSR
is calculated by measuring the change in the market price of a share of Common Stock plus dividends paid (assuming the dividends are reinvested) for the Company and the S&P 500 companies over the Cumulative Performance Segment. The market price for purposes of calculating the TSR of the Company and the S&P 500 for the Cumulative Performance Segment is determined based on the average closing price per share of Common Stock over the period of 20 consecutive trading days preceding the last day of the Cumulative Performance Segment. |
b. | The
Performance Achievement Level for a Performance Segment that is a calendar year shall be set by the Committee on or before March 31 of each such year. The Performance Achievement Level for a Performance Segment that is greater than a calendar year shall be set by the Committee on or before March 31 of the first calendar year for the Performance Segment. |
c. | Notwithstanding the attached LTIP Award Agreement, (i) for a Performance Segment that is a calendar year, the Committee may change the Performance
Metrics for the Performance Segment on or before March 31 of such year; and (ii) for a Performance Segment that is greater than a calendar year, the Committee may change the Performance Metrics for the Performance Segment on or before March 31 of the first calendar year of the Performance Segment. |
7. | Notional Account Credits. The portion of the LTIP Award attributable to the achievement of a Performance Metric at or above the Threshold during a Performance Segment prior to the LTIP Award Payment date will be credited to a notional bookkeeping account maintained by the Company until payout
of the LTIP Award as provided herein. Shares of Common Stock do not have voting rights until payout. Shares of Common Stock do not pay dividends until vested. |
8. | Mid-Year Entrants. For Participants entering the LTIP after January 1 of a Performance Segment, LTIP Awards shall be pro-rated based on the number of days in the Performance Segment that the Participant is Employed by the Company as compared to the number of days in the Performance Segment. |
9. | Termination
of Employment or Leave of Absence. A Participant’s rights under the LTIP Award following termination of Employment or leave of absence shall be determined in accordance with the following provisions. |
a. | Involuntary and Good Reason Termination: (i) if the Participant is involuntarily terminated without Cause (as defined in the Plan) by the Company, or, if applicable, the Participant terminates for Good Reason (as defined in the Plan), the Participant’s LTIP Award will be calculated as provided above and pro-rated based on the number of days in the Performance Segment through the Participant’s
separation from service (as defined under Section 409A of the Code), as compared to the total number of days in the Performance Segment, and payment will be made on the normally scheduled payout date for the LTIP Award; and (ii) if the Participant is terminated for Cause (as defined in Plan) at any time prior to the scheduled payment date for an LTIP Award, the Participant will not be entitled to any portion of an LTIP Award. |
b. | Voluntary Termination (if applicable, other than for Good Reason): If the Participant voluntarily terminates Employment at any time prior to the scheduled payment date for an LTIP Award, the Participant will not be entitled to receive any portion of an LTIP Award. |
c. | Early
Retirement, Normal Retirement, Death and Disability: LTIP Awards, if any, are pro-rated based on the number of days in the Performance Segment through the separation from service due to Early Retirement, Normal Retirement, death or Disability as compared to the total number of days in the Performance Segment and payment is made on the normally scheduled payout date for the LTIP Award. |
d. | Leave of Absence: If a Participant is not in active Employment at any time prior to the scheduled payment date for an LTIP Award as a result of a paid or unpaid leave of absence, the amount of any LTIP Award may be further adjusted, subject to local legal requirements and applicable Company policies that govern
leaves of absence. |
10. | Change in Control. [Except as otherwise provided below]2, in the event the Company undergoes a “Change in Control” (as defined in the Plan), LTIP Awards shall be treated as provided for in Section 11 of the Plan or the ESP, if applicable. |
a. | [In
the event the Participant’s Employment with the Company or a successor company is terminated within 2 years following a Change in Control by the Company (or successor company) without Cause and the Participant is designated by the Company as grade level 7 as of the date of the Change in Control, |
i. | For each Performance Segment that ends prior to the date of the Participant’s separation from service, the Participant shall receive an LTIP Award Payment equal to the LTIP Award Payment, if any, the Participant
would have been entitled to receive for such Performance Segment had the Participant not separated from service, determined in accordance with Sections 5 and 6 of this LTIP Award Agreement; and |
ii. | For each Performance Segment in which the Participant’s separation from service occurs, the Participant shall receive an LTIP Award Payment equal to the product of (x) the Participant’s LTIP Target for the Performance Segment during which the Participant’s separation from service occurred and (y) a fraction, the numerator of which is the number of days during the Performance Segment preceding the date of the Participant’s separation from service and the denominator of which is the total number of days in
the Performance Segment, |
11. | Clawback and Recoupment Provisions. Notwithstanding anything herein to the contrary, both cash payments and shares of Common Stock paid or payable in connection with an LTIP Award shall be subject to the clawback, recoupment
and forfeiture provisions of Section 32 of the Plan and Section 9 of the ESP, if applicable. By acknowledging the LTIP Award Agreement, the Participant acknowledges that any and all LTIP 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 under the LTIP or otherwise under the Plan, are subject to the provisions of Section 32 of the Plan and Section 9 of the ESP, as applicable. |
12. | Limits on Transfers of Awards. Except as provided by the Committee, no LTIP Award and no right under any LTIP 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. |
13. | Administration. |
a. | Administration. The Board has delegated administrative authority to the Committee and the LTIP shall be administered by the Committee or a subset of the Committee that satisfies the requirements of Section 162(m) of the Code with respect to any Performance-Based
Award. |
2 NTD: Include the bracketed language and (a) for level 7 Participants. |
b. | Powers
and Duties. The Committee shall have sole discretion and authority to make any and all determinations necessary or advisable for administration of the LTIP and may adopt, amend or revoke any rule or regulation established for the proper administration of the LTIP. The Committee shall have the ability to modify the LTIP provisions, to the extent necessary, or delegate such authority, to accommodate any changes in law or regulations in jurisdictions in which Participants will receive LTIP Awards. The Committee will review and approve the Performance Metrics established at the beginning of each Plan Year and review and approve LTIP Award Payments. All interpretations, decisions, or determinations made by the Committee pursuant to the LTIP shall be final and conclusive. |
14. | Amendment;
Termination of the LTIP. The Committee has the right to revise, modify, or terminate the LTIP in whole or in part at any time or for any reason, and the right to modify any LTIP Award amount in accordance with Section 31 of the Plan. |
15. | 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 LTIP Award or these LTIP 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 LTIP Award Payment in accordance with Section 20 of the Plan. Further, the Participant agrees to any deduction or setoff by the Company as provided under Section 26 of the Plan. |
1. | Severability; Survival of Terms. Should any provision of an LTIP Award or these LTIP 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 LTIP Award or these LTIP Terms and Conditions. These LTIP 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. |
2. | Entire Agreement. These LTIP Terms and Conditions, the LTIP 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. |
3. | 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. |
4. | Electronic Delivery. The Company may, in its sole discretion, deliver any documents related to an LTIP 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. |
5. | Governing Law. These LTIP Terms and Conditions and the attached LTIP Award Agreement shall be governed by and construed according to the laws of the State of New York and of the United States without regard to principles of conflict of law. |
6. | Consent
for Data Transfer. By accepting this LTIP 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 or other employee identification 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 Stock awarded, canceled, purchased, vested, unvested or outstanding in Participant’s favor (“Data”). The Company and/or its affiliates will transfer Data
among themselves as necessary for the purpose of implementation, administration and management of the Plan and may 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. The Participant authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing Participant'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 of Common Stock on Participant's behalf to a broker or other third party with whom Participant may elect to deposit any shares of Common Stock acquired pursuant to the
Plan. A Participant 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 Participant's ability to participate in the Plan. |
7. | Notices. Any notice required or permitted to be given under these LTIP Terms and Conditions or the LTIP Award Agreement 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-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/1/16 | |||
For Period end: | 12/31/15 | 11-K, 5 | ||
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 8/30/16 SEC UPLOAD¶ 10/02/17 1:36K Int’l Flavors & Fragrances Inc. 7/26/16 SEC UPLOAD¶ 10/02/17 1:162K Int’l Flavors & Fragrances Inc. |