AMENDMENT TO RETIREMENT AGREEMENT
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This AMENDMENT TO RETIREMENT AGREEMENT (this "Amendment") is
entered into as of the 31st day of March, 2003 between Xxxxxx X. Xxxxxx (the
"Employee"), and International Flavors & Fragrances Inc., a New York corporation
(the "Company" and together with its subsidiaries and affiliates, the "Company
Group").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Employee and the Company entered into a
Retirement Agreement dated as of March 31, 2003 (the "Retirement Agreement");
and
WHEREAS, the Company and the Employee desire to amend the
Retirement Agreement as set forth in this Amendment,
NOW, THEREFORE, in consideration of the mutual promises
contained in this Amendment, the Employee and the Company agree as follows:
1. ADDITIONAL SERVICES AND COMPENSATION. In accordance with
Section 1 of the Retirement Agreement, Xxxxxxx X. Xxxxxxxxx, Chairman and Chief
Executive Officer of the Company has requested, and Employee has agreed, that
between April 1, 2003 and December 31, 2003 (the "Supplemental Service Period")
the Employee shall provide certain additional services to the Company not
contemplated under Section 1 of the Retirement Agreement and related to the
Company's evaluation and improvement of its Commercial Development Process (the
"Additional Services"). The Additional Services shall be performed at such
locations of the Company or other members of the Company Group as may be
reasonably necessary or appropriate. In consideration of the Additional
Services, and in addition to the compensation and benefits to be paid to the
Employee pursuant to Section 3 of the Retirement Agreement, the Company shall
pay to the Employee the sum of $1,000 (the "Additional Compensation") for each
day or portion thereof during which the Employee performs the Additional
Services. The Employee and the Company agree and acknowledge that the Employee
will perform the Additional Services as an employee of the Company and that as a
result the Additional Compensation shall be subject to the tax and withholding
obligations of Section 11 of the Retirement Agreement. The Employee further
agrees that the Supplemental Service Period shall expire on December 31, 2003
unless extended in a written document signed by an authorized officer of the
Company.
2. PAYMENT OF ADDITIONAL COMPENSATION. Within ten (10) days
after the end of each month during the Supplemental Service Period, the Employee
shall submit to Xxxxxx X. Xxxxxxx, Senior Vice President, Global Human
Resources, of the Company a written statement specifying the number of days of
such month during which he has performed Additional Services. Xx. Xxxxxxx shall
forward such written statement to the Company's Payroll Department, which shall
arrange for the Additional Compensation to be included in one or more subsequent
semi-monthly paychecks of the Employee.
3. INCENTIVE COMPENSATION, PENSION AND OTHER BENEFIT
CALCULATION. The Employee agrees and acknowledges that the Additional
Compensation shall not be deemed "salary" or "base salary" or incentive
compensation for purposes of any of the Company's incentive or benefit plans or
programs, including but not limited to the AIP, LTIP, GESPP, Retirement
Investment Fund Plan, Deferred Compensation Plan, Pension Plan (including the
Supplemental Retirement Plan) or vacation pay program and as a result shall not
be included in calculating any benefit to which the Employee may be entitled
under any such plan or program.
4. ENTIRE CONSIDERATION. The Employee understands and agrees
that the Additional Compensation is the only payment to which he will be
entitled in respect of the Additional Services and that the Additional
Compensation is part of the consideration provided to him in consideration of
his signing the Release.
5. LIMITED WAIVER OF NONCOMPETITION OBLIGATION. The Employee
has been invited to become a non-employee director of X. Xxxxxxxxx & Co., Inc.
("Xxxxxxxxx"), a company that competes with the Company Group. Notwithstanding
Section 4 of the Retirement Agreement, the Company hereby grants the Employee
permission to serve as a non-employee director of Xxxxxxxxx during the period
for which, pursuant to the Retirement Agreement, he is under an obligation not
to compete with the Company Group. The Employee agrees and acknowledges,
however, that the Company's grant of the permission set forth in the preceding
sentence shall not otherwise waive, and Employee reaffirms that, except for his
service as a non-employee director of Xxxxxxxxx, he will comply with, all
provisions of Section 4 of the Retirement Agreement.
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6. CONTINUING EFFECTIVENESS OF RETIREMENT AGREEMENT. Except
as amended by this Amendment, the Retirement Agreement shall remain in full
force and effect and, except to the extent that this Amendment expressly amends
the Retirement Agreement, the terms and conditions of the Retirement Agreement
shall be applicable to and deemed a part of this Amendment.
7. COUNTERPARTS. This Amendment may be executed in
counterparts, and each counterpart, when executed, shall have the effect of a
signed original.
8. DEFINED TERMS. All capitalized terms not defined in this
Amendment shall have the same meanings as in the Retirement Agreement.
WHEREFORE, intending to be legally bound, the parties have agreed to
the aforesaid terms and indicate their agreement by signing below.
XXXXXX X. XXXXXX
/s/ XXXXXX X. XXXXXX 3/31/03
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Xxxxxx X. Xxxxxx Date
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By: /s/ XXXXXX X. XXXXXXX 4/15/03
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Xxxxxx X. Xxxxxxx Date
Senior Vice President
Global Human Resources
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