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International Flavors & Fragrances Inc – ‘10-K’ for 12/31/15 – ‘EX-10.25’

On:  Tuesday, 3/1/16, at 4:27pm ET   ·   For:  12/31/15   ·   Accession #:  51253-16-26   ·   File #:  1-04858

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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

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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 - RSU, PRS and Cash RSU    HTML     78K 
                Activity (Detail)                                                
89: R76         Stock Compensation Plans - Purchased Restricted     HTML     53K 
                Stock Plan - Additional Information (Detail)                     
90: R77         Stock Compensation Plans - Liability Awards -       HTML     51K 
                Additional Information (Detail)                                  
91: R78         Segment Information - Additional Information        HTML     62K 
                (Detail)                                                         
92: R79         Segment Information - Reportable Segment            HTML     78K 
                Information (Detail)                                             
93: R80         Segment Information - Capital Expenditure and       HTML     51K 
                Depreciation and Amortization by Segment (Detail)                
94: R81         Segment Information - Net Sales by Geographic Area  HTML     48K 
                (Detail)                                                         
95: R82         Employee Benefits - Additional Information          HTML    119K 
                (Detail)                                                         
96: R83         Employee Benefits - Plan Assets and Benefit         HTML     88K 
                Obligations of Defined Benefit Pension Plans                     
                (Detail)                                                         
97: R84         Employee Benefits - Components of Net Periodic      HTML     61K 
                Benefit Cost and Changes in Plan Assets and                      
                Benefit Obligations Recognized in OCI (Detail)                   
98: R85         Employee Benefits - Amounts Expected to be          HTML     47K 
                Recognized in Net Periodic Cost (Detail)                         
99: R86         Employee Benefits - Weighted-Average Actuarial      HTML     49K 
                Assumption Used to Determine Expense (Detail)                    
100: R87         Employee Benefits - Changes in Postretirement       HTML    108K  
                Benefit Obligation and Plan Assets (Detail)                      
101: R88         Employee Benefits - Amounts Recognized in Balance   HTML     55K  
                Sheet (Detail)                                                   
102: R89         Employee Benefits - Amounts Recognized in           HTML     54K  
                Accumulated Other Comprehensive Income (Detail)                  
103: R90         Employee Benefits - Accumulated Benefit Obligation  HTML     59K  
                (Detail)                                                         
104: R91         Employee Benefits - Estimated Future Benefit        HTML     62K  
                Payments (Detail)                                                
105: R92         Employee Benefits - Percentage of Assets Invested   HTML     59K  
                (Detail)                                                         
106: R93         Employee Benefits - Fair Value Hierarchy of Plan    HTML    230K  
                Assets (Detail)                                                  
107: R94         Employee Benefits - Reconciliation of Level 3       HTML     59K  
                Non-U.S. Plan Assets Held (Detail)                               
108: R95         Employee Benefits - Weighted Average Assumptions    HTML     50K  
                Used to Determine Postretirement Benefit Expense                 
                and Obligation (Detail)                                          
109: R96         Employee Benefits - Sensitivity of Disclosures to   HTML     52K  
                Changes in Selected Assumptions (Detail)                         
110: R97         Financial Instruments - Carrying Amount and         HTML     57K  
                Estimated Fair Value of Financial Instruments                    
                (Detail)                                                         
111: R98         Financial Instruments - Derivative Instruments      HTML     42K  
                Notional Amount Outstanding (Detail)                             
112: R99         Financial Instruments - Derivative Instruments      HTML     58K  
                Measured at Fair Value (Detail)                                  
113: R100        Financial Instruments - Derivative Instruments      HTML     42K  
                Which Were Not Designated as Hedging Instruments                 
                (Detail)                                                         
114: R101        Financial Instruments - Derivative Instruments      HTML     55K  
                Designated as Cash Flow and Net Investment Hedging               
                Instruments (Detail)                                             
115: R102        Financial Instruments - Additional Information      HTML     57K  
                (Detail)                                                         
116: R103        Accumulated Other Comprehensive Income (Loss) -     HTML     98K  
                Schedule of Changes in Accumulated Other                         
                Comprehensive Income (Loss) (Detail)                             
117: R104        Accumulated Other Comprehensive Income (Loss) -     HTML     71K  
                Reclassifications of Accumulated Other                           
                Comprehensive Income to Consolidated Statement of                
                Comprehensive Income (Detail)                                    
118: R105        Concentrations Of Credit Risk - Additional          HTML     37K  
                Information (Detail)                                             
119: R106        Commitments and Contingencies - 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  


‘EX-10.25’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Form

EXHIBIT 10.25
FORM OF
INTERNATIONAL FLAVORS & FRAGRANCES INC.
LONG-TERM INCENTIVE PLAN (“LTIP”) AWARD AGREEMENT (the “LTIP AWARD AGREEMENT”)
LTIP CYCLE [201X-201X] [CYCLE XXX]

Participant: [NAME]                                    Job Level: [#]
Organization Unit/Location: [ORG. UNIT/LOCATION]                Position: [POSITION]
This LTIP Award Agreement, dated as of [X, 201X] (the “Date of Grant”), is made by and between International Flavors & Fragrances Inc., a New York Corporation, including its affiliates (the “Company”) and [NAME OF PARTICIPANT] (the “Participant”) under the International Flavors & Fragrances Inc. 2015 Stock Award and Incentive Plan, as it may be amended from time to time (the “Plan”). The Participant is hereby granted a Long-Term Incentive Award, as described below (the “LTIP Award”), subject to the Participant’s acceptance of the attached LTIP Terms and Conditions and the Plan, both of which are made a part hereof and are incorporated herein by reference.
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]
 
 
** Based on Participant’s Employment start date of [DATE]
*** As defined in, and subject to, the attached LTIP Terms and Conditions and the terms of the Plan
BY ELECTRONICALLY ACCEPTING THIS LTIP AWARD, PARTICIPANT AGREES TO BE BOUND BY THE PROVISIONS OF THE PLAN, THIS LTIP AWARD AGREEMENT AND THE LTIP TERMS AND CONDITIONS. THE PARTICIPANT HAS REVIEWED THE PLAN, THE LTIP AWARD AGREEMENT AND THE LTIP TERMS AND CONDITIONS IN THEIR ENTIRETY, HAS HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO ACCEPTING THE LTIP AWARD AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THE PLAN, THIS LTIP AWARD AGREEMENT AND THE LTIP TERMS AND CONDITIONS. THE PARTICIPANT HAS BEEN PROVIDED WITH A COPY OR ELECTRONIC ACCESS TO A COPY OF THE U.S. PROSPECTUS FOR THE PLAN AND THE TAX SUPPLEMENT TO THE U.S. PROSPECTUS FOR PARTICIPANT'S COUNTRY OF EMPLOYMENT. PARTICIPANT HEREBY AGREES TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE ARISING UNDER THE PLAN, THE LTIP AWARD AGREEMENT OR THE LTIP TERMS AND CONDITIONS.


[ ] I ACCEPT
 












INTERNATIONAL FLAVORS & FRAGRANCES INC.
LONG-TERM INCENTIVE PLAN AWARD AGREEMENT
TERMS AND CONDITIONS (the “LTIP TERMS AND CONDITIONS”)

These LTIP Terms and Conditions are a part of each LTIP Award Agreement made under the Plan, which Plan is hereby incorporated by reference.

Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan. In the event of any conflict between the provisions of these LTIP Terms and Conditions and the Plan, the provisions of the Plan shall govern.

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.
Except as otherwise provided on the attached LTIP Award Agreement, the target number of shares of Common Stock available at LTIP Target for a Performance Metric in a Performance Segment shall be determined, as of the Grant Date, by taking (x) the dollar amount allocated to the Common Stock portion of the LTIP Target for the Performance Metric, and dividing it by (y) the price of a share of Common Stock specified on the attached LTIP Award Agreement.

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,
with each of (i) and (ii) payable within 15 days following the date of the Participant’s separation from service, subject to the Participant’s execution of a release of claims and such other documentation as reasonably requested by the Company and such release becoming effective, enforceable and irrevocable.]

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:

If to the Company:

International Flavors & Fragrances Inc.
521 W. 57th Street
New York, New York 10019
Attn: Chief Human Resources Officer

If to the Participant:

To the last address delivered to the Company by the Participant in the manner set forth herein.



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/1/16
For Period end:12/31/1511-K,  5
 List all Filings 


6 Subsequent Filings that Reference this Filing

  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                               UPLOAD10/02/17    1:36K  Int’l Flavors & Fragrances Inc.
 7/26/16  SEC                               UPLOAD10/02/17    1:162K Int’l Flavors & Fragrances Inc.
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