INTERNATIONAL FLAVORS & FRAGRANCES INC. 521 WEST 57TH STREET,
NEW YORK N.Y. 10019
Office of the Chairman and President
As of July 22, 1996
Mr. Hugh R. Kirkpatrick
Grandview Farm
Bailey's Mill Road
New Vernon, New Jersey 07976
Dear Hugh:
In accordance with our discussions, you are electing to take early
retirement from International Flavors & Fragrances Inc. ("IFF"). This letter
will outline the arrangements on which we have agreed, and the terms and
conditions of (1) your employment for the period (the "Pre-Retirement Period")
from July 22, 1996 through the "Retirement Date", as hereafter defined; (2) the
"Interim Period", as hereafter defined; and (3) your retirement.
1. From July 22, 1996 until January 1, 1998 (the "Retirement Date"), you will
continue to be employed by IFF at a monthly compensation rate of $39,583.33
(your current "Monthly Salary"). From the Retirement Date through December
31, 1998 (the "Interim Period"), in lieu of your pension under the IFF
Pension Plan and the IFF Supplemental Retirement Plan (collectively, the
"Retirement Plans"), you agree to accept amounts ("Salary Continuation
Payments") equal to your Monthly Salary, payable semi-monthly at the same
times as compensation is paid to active exempt employees of IFF.
Mr.Hugh R. Kirkpatrick
As of July 22, 1996
Page 2 of 7 Pages
2. You will continue as Senior Vice-President and President, Fragrance
Division, and as a Director of IFF until December 31, 1996. On that date
you will execute the resignations in substantially the forms attached to
this letter as Exhibits A and B.
3. (a) At all times during the Pre-Retirement Period you will retain the right
to use the IFF-provided automobile now in your possession (the "Company
Car") ; your compensation which has been deferred under the terms of the
Management Incentive Compensation Plan (the "MICP") and Special Executive
Bonus Plan will continue to be deferred and to change in value in
accordance with the measurement vehicle(s) that you have selected; and you
will retain coverage under the IFF medical, dental, retirement, 401(k),
life insurance and long-term disability plans (including applicable
supplemental plans) in accordance with their terms. In no case will the
treatment of your deferred compensation or your coverage under such plans
be different and/or the amounts be less after December 31, 1996 than they
were prior thereto.
(b) During the Interim Period, although you will participate in the IFF
medical plan for retirees, IFF will reimburse you for any amounts which you
must pay under that plan which are greater than the amounts which you would
have had to pay
Mr.Hugh R. Kirkpatrick
As of July 22, 1996
Page 3 of 7 Pages
had you remained as an active IFF employee during such period, and IFF will
also reimburse you for dental expenses equivalent to those provided to
active employees under the IFF Dental Plan; and you will continue to retain
the right to use the Company Car.
(c) In no event will the terms of your use of the Company Car be different
during the Pre-Retirement Period or the Interim Period than they were prior
thereto. Notwithstanding the preceding sentence, however, you agree and
acknowledge that, irrespective of any IFF policy or program, at no time
during the Pre-Retirement Period or the Interim Period will IFF have any
obligation to purchase for you or provide to you a new automobile.
(d) You agree and acknowledge that, as of December 31, 1996, the Executive
Severance Agreement dated February 16, 1989 between you and IFF will
terminate.
4. During the Pre-Retirement Period after December 31, 1996, IFF will employ
you, and you will make yourself available, as a precondition to the
payments to be made during such period, to provide such services,
consistent with your knowledge and experience with IFF, as I may request.
5. In the event of your death during the Pre-Retirement Period or the Interim
Period, your Monthly Salary or Salary
Mr. Hugh R. Kirkpatrick
As of July 22, 1996
Page 4 of 7 Pages
Continuation Payments, as the case may be, will be pro-rated to the date of
death and paid to your legal representative, and IFF will have no further
obligation to your estate, heirs or assigns for either your Monthly Salary
or your Salary Continuation Payments.
6. Your actual incentive compensation in respect of 1996 under the MICP will
be based on the performance of the IFF Fragrance Division for such year and
will be determined and awarded in early 1997 together with the awards to
all other 1996 MICP participants; however, your MICP award for 1996 will be
no less than $118,750. You will be listed as a participant in the MICP for
1997, but you understand and acknowledge that no award will be made to you
under the MICP in respect of such year.
7. On the Retirement Date, you will retire from IFF employment and you will
become eligible for the benefits of a retired employee under those IFF
benefit plans applicable to a retiree who was both a corporate officer of
IFF and a participant in the MICP at the time of retirement, including, but
not limited to, continued full participation in the Executive Death Benefit
Plan. Notwithstanding the foregoing, until the expiration of the Interim
Period, (a) as set forth in paragraph 1 above, you will receive Salary
Continuation Payments in lieu of any pension due to you under the
Retirement Plans; (b) your medical and
Mr. Hugh R. Kirkpatrick
As of July 22, 1996
Page 5 of 7 Pages
dental coverage will be as set forth in paragraph 3(b) above; and (c)
commencing January 1, 1999, together with and in addition to the pension
payable under the IFF will pay you, as a benefit (which will continue for
the remainder of your life and which will be taken into account in
determining the amount which your spouse will be entitled to receive for
her lifetime should you predecease her), an amount, calculated by IFF's
actuary, equal to the difference between what your pension under the
Retirement Plans would have been had the Retirement Date been January 1,
1999, and the pension to which you will be actuarially entitled as of the
Retirement Date under the Retirement Plans.
8. You may exercise until three (3) months after the Retirement Date any IFF
stock options which are exercisable on the Retirement Date, in accordance
with the provisions of your various Stock Option Agreements. If you should
die during the Pre-Retirement Period, your legal representative's right to
exercise stock options will be governed by the provisions of such Stock
Option Agreements.
9. As of January 1, 1999, ownership of the Company Car will be transferred to
you. The compensation resulting from this transfer will be included in your
Form W-2 (or comparable form provided to retirees) for 1999.
Mr. Hugh R. Kirkpatrick
As of July 22, 1996
Page 6 of 7 Pages
10. Attached to this letter as Exhibit C is a copy of the Security Agreement
which you signed on July 25, 1962, the provisions of which will continue to
apply during the Pre-Retirement Period and thereafter.
11. Please sign and return the Release attached to this letter as Exhibit D.
This letter agreement will take effect only upon your execution of the
Release. IFF will have the right to request that you execute another
Release, in the form of Exhibit D but dated the Retirement Date. If IFF so
requests, you agree promptly to execute and return such additional release.
Such additional release will be deemed part of the consideration for the
benefits accruing to you under this letter agreement, and your failure for
any reason to execute such additional release will be a breach of this
letter agreement.
12. As part of the consideration for the benefits accruing to you under
this letter agreement, you agree that until January 1, 2001 you will
not, directly or indirectly, be employed as an officer, director,
employee, partner or principal of, or act as an advisor or consultant
to, any person, firm, partnership, corporation or other business,
domestic or foreign, who or which competes, directly or indirectly,
with any of the flavor, fragrance or aroma chemical business of IFF;
provided, however, that nothing in this paragraph 12 will
Mr. Hugh R. Kirkpatrick
As of July 22, 1996
Page 7 of 7 Pages
preclude your owning up to one percent (1%) of the outstanding publicly
traded equity or debt securities of any corporation. You hereby consent to
IFF's obtaining injunctive relief should you breach this paragraph 12.
13. This letter agreement will be governed by and interpreted in accordance
with New York law.
Please sign and date both copies of this letter in the space provided below
and return one fully executed copy. The other is for your records.
Hugh, all IFFers, and I especially, appreciate your many contributions to
the Company over your long and very successful career. You have all of our very
best wishes for the future.
Sincerely,
/s/ EUGENE P. GRISANTI
---------------------------------------
Eugene P. Grisanti
AGREED AND ACCEPTED:
/s/ HUGH R. KIRKPATRICK
- -----------------------------------
Hugh R. Kirkpatrick
September 16, 1996
(As of July 22, 1996)
EXHIBIT A
December 31, 1996
Stephen A. Block, Esq.
Vice-President and Secretary
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Dear Mr. Block:
I hereby resign as Senior Vice-President and President, Fragrance Division,
of International Flavors & Fragrances Inc.
---------------------------------
Hugh R. Kirkpatrick
EXHIBIT B
December 31, 1996
Stephen A. Block, Esq.
Vice-President and Secretary
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Dear Mr. Block:
I hereby resign as a Director of International Flavors & Fragrances Inc.
---------------------------------
Hugh R. Kirkpatrick
EXHIBIT C
EMPLOYEE AGREEMENT
International Flavors & Fragrances Inc.
521 West 57th St., New York 19, N.Y.
(IFF)
In consideration of my employment by IFF or any of its subsidiaries (herein
together called IFF), I hereby agree as follows:
1. I acknowledge that in the course of my employment by IFF, I may have
access to, acquire or gain confidential knowledge or information (i) with
respect to formulae, secret processes, plans, devices, products, know-how and
other data belonging or relating to IFF, or (ii) with respect to the identity of
customers of IFF, and the identity of products and the quantity and prices of
the same ordered by such customers. I acknowledge that all such information is
the sole property of IFF and I shall treat it as set forth below.
2. I shall keep confidential all such knowledge or information described
above and shall not divulge it to others nor use it for my own private purposes
or personal gain, without the express written consent of IFF. This obligation on
my part shall continue during and after the period of my employment by IFF.
3. Upon termination of my employment, or at any time IFF may request, I
shall deliver to IFF all notes, memoranda, records, files or other papers, and
copies thereof, in my custody relating to any such knowledge or information
described above to which I have had access or which I may have developed during
the term of my employment.
4. I shall not, without the prior written permission of IFF, after leaving
the employ of IFF for any reason, work for others, or for my own account, on any
of the secret processes or formulae on which I have worked or to which I have
had access while in the employ of IFF.
5. Any invention, formula, process, product, idea, discovery and
improvement conceived or developed by me within the period of my employment,
relating to any activity engaged in by IFF, shall be the sole and exclusive
property of IFF and I shall promptly communicate to IFF full information with
respect to any of the foregoing conceived or developed by me. I shall execute
and deliver all documents and do all other things as shall be deemed by IFF to
be necessary and proper to effect the assignment to IFF of the sole and
exclusive right, title and interest in and to all such inventions, formulae,
processes, products, ideas, discoveries and improvements, and patent
applications and patents thereon.
July 25, 1962 HUGH R. KIRKPATRICK
- --------------------------------- ------------------------------------
(date) (signature)
EXHIBIT D
RELEASE
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, Hugh R.
Kirkpatrick, now or formerly residing at Grandview Farm, Bailey's Mill Road, New
Vernon, New Jersey 07976 (hereinafter referred to as "Employee"), for and in
consideration of certain benefits heretofore paid or to be paid or provided to
him by International Flavors & Fragrances Inc., a New York corporation with a
place of business located at 521 West 57th Street, New York, New York 10019
(hereinafter referred to as "IFF Inc."), as such benefits are set forth in a
letter dated as of July 22, 1996, a copy of which is annexed hereto as Annex A,
DOES HEREBY AGREE TO RELEASE and DOES HEREBY RELEASE IFF Inc. and all of its
subsidiaries and affiliates and their respective directors, officers and
employees (hereinafter referred to as "Releasees") from all "Claims", as
hereinafter defined, and Employee agrees never to file any lawsuit or any claim
with any Federal, state or local administrative agency asserting or in respect
of any of such Claims.
As used in this Release, the term "Claims" means and includes all charges,
complaints, claims, liabilities, obligations, promises, agreements, damages,
actions, causes of action, rights, costs, losses and expenses (including
attorneys' fees and costs actually incurred) of any nature whatsoever, known
or unknown, suspected or unsuspected, which Employee now has, or claims to have,
or which Employee at any earlier time had, or claimed to have had, or which
Employee at any future time may have, or claim to have, against each or any of
the Releasees as to any matters occurring or arising on or before the date this
Release is executed by Employee. The Claims Employee is releasing under this
Release include, but are not limited to, rights arising out of alleged
violations of any contracts, express or implied, written or oral, and any Claims
for wrongful discharge, fraud, misrepresentation, infliction of emotional
distress, or any other tort, and any other Claims relating to or arising out of
Employee's employment with IFF Inc. or the termination thereof, and any Claim
for violation of any Federal, state or other governmental statute, regulation or
ordinance including, but not limited to, the following, each as amended to date:
(1) Title VII of the Civil Rights Act of 1964, 42 U.S.C. s.s.2000e et seq.
(race, color, religion, sex and national origin discrimination) ; (2) Section
1981 of the Civil Rights Act of 1866, 42 U.S.C. s.1981 (race discrimination; (3)
the Age Discrimination in Employment Act, 29 U.S.C. s.s.621-634 (age
discrimination); (4) the Equal Pay Act of 1963, 29 U.S.C. s.206 (equal pay); (5)
Executive Order 11246 (race, color, religion, sex and national origin
discrimination); (6) Executive Order 11141 (age discrimination); (7) Section 503
of the Rehabilitation Act of 1973, 29 U.S.C. s.s.701 et seq. (handicap
discrimination); (8) the Employee Retirement Income Security Act of 1974, 29
U.S.C. s.s.1001 et seq. (retirement matters); and (9) any applicable New York or
New Jersey state or local law relating to
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employment termination that may be discriminatory or otherwise in contravention
of public policy.
Employee hereby represents that he has not filed any complaints, charges,
or lawsuits against any Releasee with any governmental agency or any court; that
he will not file or pursue any at any time hereafter; and that if any such
agency or court assumes jurisdiction of any complaint, charge or lawsuit against
any Releasee on behalf of Employee, he will request such agency or court to
withdraw from the matter. Neither this Release nor the undertaking in this
paragraph shall limit Employee from pursuing Claims for the sole purpose of
enforcing his rights under Annex A or under any employment benefit plan or
program of IFF Inc.
Employee hereby represents that he has been given a period of twenty-one
(21) days to review and consider this Release before signing it. Employee
further understands that he may use none or as much of this 21-day period as he
wishes prior to signing.
Employee is advised that he has the right to consult with an attorney
before signing this Release. Employee understands that whether or not to do so
is Employee's decision. Employee has exercised his right to consult with an
attorney to the extent, if any, that he desired.
Employee may revoke this Release within seven (7) days after he signs it.
Revocation can be made by delivering a written notice of revocation to Eric
Campbell, Vice-President, Human Resources, IFF Inc., 521 West 57th Street, New
York, New York 10019. For such revocation to be effective, written notice must
3
be received by Mr. Campbell not later than the close of business on the seventh
day after the day on which Employee executes this Release. If Employee revokes
this Release, it shall not be effective and the letter agreement described in
Annex A shall be null and void.
Employee understands and acknowledges that IFF Inc. has not made any
promises or representations to Employee other than those in Annex A.
EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS RELEASE, UNDERSTANDS IT AND IS
VOLUNTARILY EXECUTING IT.
[PLEASE READ THIS RELEASE CAREFULLY. IT COVERS ALL KNOWN AND UNKNOWN
CLAIMS.]
Executed at New York on September 16, 1996, as of the 22nd day of July,
1996.
--------------------------------------
Hugh R. Kirkpatrick
STATE OF NEW YORK )
--------------
COUNTY OF NEW YORK )SS:
--------------
Subscribed and sworn to before
me this 16th day of September, 1996
by the said Hugh R. Kirkpatrick
known to me.
MARA DUMSKI
------------------------------------
Notary Public
MARA DUMSKI
Notary Public, State of New York
No. 31~4944307
Qualifed in New York County
Commisslon Exprires November 21, 1996
4