INTERNATIONAL FLAVORS & FRAGRANCES INC. 521 WEST 57th STREET NEW YORK N.Y. 10019
Office of the Chairman and President
June 19, 1997
Mr. Hendrik C. van Baaren
87 Goodwives River Road
Darien, Connecticut 06820
Dear Henk:
In accordance with our discussions, you are electing to take early
retirement from International Flavors & Fragrances Inc. (together with its
subsidiaries, "IFF"). This letter will outline the arrangements on which we
have agreed, and the terms and conditions of (1) your employment from the date
of this letter through the "Retirement Date", as hereafter defined; (2) the
"Consulting Period", as hereafter defined; and (3) your retirement.
1. From the date of this letter through December 31, 1997 (the "Retirement
Date"), you will continue to be employed by IFF at a monthly compensation
rate of $40,416.67 (your current "Monthly Salary"). On the Retirement
Date, you will retire from IFF employment and, commencing January 1, 1998,
you will begin to receive your pension under the IFF Pension Plan, the IFF
Supplemental Retirement Plan and the IFF Supplemental Foreign Service
Retirement Benefits Plan (collectively, the "Retirement Plans") Upon your
retirement you will also 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 and participation in the IFF medical plan
for retirees.
Mr. Hendrik C. van Baaren
June 19, 1997
Page 2 of 6 Pages
2. On the Retirement Date you will resign as Senior Vice-President and
President, Flavor Division, and as a Director of IFF, and you will execute
the resignations in substantially the forms attached to this letter as
Exhibits A and B.
3. On the Retirement Date, you will have the right to purchase the
IFF-provided automobile now in your possession for a price of $22,000. If
you are required to recognize any compensation resulting from this
transfer, that compensation will be included in your Form W-2 for 1997.
4. You agree and acknowledge that, as of December 31, 1997, the Executive
Severance Agreement dated February 16, 1989 between you and IFF will
terminate.
5. You will be eligible to receive an incentive compensation award in respect
of 1997 under the Management Incentive Compensation Plan ("MICP"). Your
actual incentive compensation award for 1997 will be based on the
performance of the IFF Flavor Division for such year and will be determined
and awarded in early 1998 together with the awards to all other 1997 MICP
participants.
6. Commencing on the date of this letter and continuing through and including
October 15, 1998, should you use the tax, financial and/or estate planning
services of Price Waterhouse LLP ("PW"), IFF will cause PW to bill IFF
directly and IFF will pay up to an aggregate of $25,000 in the fees and
out-of-pocket expenses of PW in respect of such services. With my prior
written approval, IFF will pay for similar services performed by another
person or entity in lieu of PW. All fees and out-of-pocket expenses of PW
or such
Mr. Hendrik C. van Baaren
June 19, 1997
Page 3 of 6 Pages
other person or entity in excess of an aggregate of $25,000 and/or incurred
after October 15, 1998 will be your sole responsibility. If you are
required to recognize any compensation as a result of the payments made for
such services by IFF to PW or such other person or entity, such
compensation will be included in your Form W-2 (or comparable form provided
to retirees) for 1997 and/or 1998, as the case may be.
7. 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 prior to the expiration of that period (including prior to the
Retirement Date), your legal representative's right to exercise stock
options will be governed by the provisions of such Stock Option Agreements.
8. Commencing January 1, 1998 and through and including December 31, 2000 or,
should you elect to extend the Consulting Agreement in accordance with
Section 1 thereof, through and including December 31, 2001 (the term of the
Consulting Agreement is hereinafter referred to as the "Consulting
Period"), you will act as a consultant to IFF in accordance with the terms
and conditions of the Consulting Agreement attached to this letter
agreement as Exhibit C. Please sign and return the Consulting Agreement
together with your executed copy of this letter agreement.
9. Attached to this letter agreement as Exhibit D is a copy of the Security
Agreement which you signed on January 16, 1985. You agree to abide by the
terms and conditions of the Security Agreement
Mr. Hendrik C. van Baaren
June 19, 1997
Page 4 of 6 Pages
both during the Consulting Period and thereafter, but such obligations will
in no way be construed as a continuation of your IFF employment, which will
terminate on the Retirement Date.
10. Please sign and return the Release attached to this letter agreement as
Exhibit E. This letter agreement and the Consulting 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 E 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 the Consulting Agreement, and your failure for
any reason to execute such additional release will be a breach of this
letter agreement and the Consulting Agreement.
11. You agree that through and including the expiration of the Consulting
Period (a) you will not engage directly or indirectly in any business which
is competitive, anywhere in the world, with any business of IFF, and you
will not accept employment by, perform consulting services for or otherwise
give material assistance to any competitor of IFF or any person, firm or
corporation which, to your knowledge, intends to become such a competitor;
and (b) you will neither solicit for employment by nor hire any IFF
employee for, and you will not, either directly or indirectly, encourage or
advise any IFF employee to leave the employ of IFF and/or accept any
position with, any business, whether or not competitive with IFF and
whether or not you are engaging or intend to engage in
Mr. Hendrik C. van Baaren
June 19, 1997
Page 5 of 6 Pages
such business. The obligations set forth in clauses (a) and (b) above are
collectively referred to as your "Noncompetition Obligation". In
consideration of your Noncompetition Obligation, IFF agrees to pay you
during the Consulting Period the sum of $225,000 per year (the "Noncompete
Payment"), payable in quarterly installments of $56,250 on the 15th of
February, May, August and November of each year. If you die or become
totally disabled prior to the normal expiration of the Consulting Period,
the Noncompetition Obligation will end and no further Noncompete Payment
will be payable in respect of any period after the month in which you die
or become so disabled.
For the purpose of this paragraph 11, (x) a business will be deemed
"competitive" if its operations are in the flavor, fragrance or aroma
chemical business or if its operations adversely affect (i) the
availability or price to IFF of any commodity of the kind purchased,
acquired or used by IFF, or (ii) the demand of others for products made or
sold by IFF or the price of such products, in either case in any locality
in which such availability or demand will exist; and you will be deemed to
engage in a business, directly or indirectly, if you participate in such
business as a director, officer, employee, partner or individual
proprietor, or as an investor who has a beneficial interest in more than
one percent (1%) of the outstanding capital stock of any company engaged in
competition with the business of IFF, or make loans or advances to any such
competing company in an amount in excess of one percent (1%) of its
outstanding capital stock; and (y) an "IFF employee" is any person who at
the relevant time either is an active employee of IFF or
Mr. Hendrik C. van Baaren
June 19, 1997
Page 6 of 6 Pages
within the preceding twelve (12) months, whether or not an active employee,
has been paid any compensation, whether as salary, consulting fee or
severance or salary continuation, by IFF (for the purpose of this paragraph
pension or other retirement benefits will not be considered compensation).
You hereby consent to IFF's obtaining injunctive relief should you breach
this paragraph 11.
12. 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.
Henk, 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 Grisanti
AGREED AND ACCEPTED:
/s/ HENDRIK C. VAN BAAREN
- -------------------------
Hendrik C. van Baaren
June 19, 1997
EXHIBIT A
December 31, 1997
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, Flavor Division, of
International Flavors & Fragrances Inc.
----------------------------------
Hendrik C. van Baaren
EXHIBIT B
December 31, 1997
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.
----------------------------------
Hendrik C. van Baaren
EXHIBIT C
June 19, 1997
Mr. Hendrik C. van Baaren
87 Goodwives River Road
Darien, Connecticut 06820
Consulting Agreement
Dear Henk:
You have elected to retire from the employ of International Flavors &
Fragrances Inc. ("IFF" or the "Company") effective December 31, 1997. In
accordance with our previous discussion IFF will retain you as a consultant in
accordance with the following terms and conditions, and subject to your
continuing to fulfill all of the terms and conditions required by the letter
agreement between you and IFF dated June 19, 1997 (the "Letter Agreement"), to
which this Consulting Agreement is an Exhibit.
1) The initial term of this Consulting Agreement will be from January 1,
1998 through and including December 31, 2000. At your sole option, on not less
than six months written notice to IFF (c/o Chairman and President, 521 West 57th
Street, New York, New York 10019), you may elect to extend the term of this
Consulting Agreement for an additional 12 months, through and including December
31, 2001. The initial term and any extended term of
Mr. Hendrik C. van Baaren
June 19, 1997
Consulting Agreement
Page 2 of 3 Pages
this Consulting Agreement is hereinafter referred to as the "Consulting Period".
2) During the Consulting Period you will serve as a consultant to the
Company, reporting to me. You will consult with and advise me and other members
of the senior management and staff of IFF on such matters assigned to you by me.
IFF will reimburse you for all reasonable itemized travel expenses incurred by
you in representing IFF, but you agree not to make any commitments for travel
outside the New York City/New Jersey area for which IFF would bear any of the
cost without my prior approval. You will also make yourself available for
telephonic consultation with me and other key IFF employees. As a consultant to
IFF, you will not hold yourself out as being an employee or agent of the
Company.
3) In consideration of your services, IFF will pay you during the
Consulting Period an annual consulting fee of $25,000, payable in quarterly
installments of $6,250 on the 15th of February, May, August and November of each
year. If you die or become totally disabled prior to the normal expiration of
the Consulting Period, then the Consulting Period will end and no further
consulting fee will be payable in respect of any period after the month in which
you die or become so disabled. You understand that, since you will be a
consultant, the Company will have no obligation to and will not withhold any
taxes of any kind from the consulting fee. The payment of all applicable taxes,
including any estimated taxes that may be due, will be your sole responsibility.
In addition, as a consultant, you will not be entitled to any benefits that IFF
makes available to its employees (other than the benefits accruing to you
pursuant to the Letter Agreement or as an IFF retiree).
4) This Consulting Agreement will be construed in accordance with and
governed by the laws of the
Mr. Hendrik C. van Baaren
June 19, 1997
Consulting Agreement
Page 3 of 3 Pages
State of New York, excluding its conflict-of-laws principles.
If the foregoing terms and conditions are agreeable to you, please show
your acceptance of them by signing below where indicated and returning the
enclosed copy of this Consulting Agreement.
Sincerely,
Eugene P. Grisanti
AGREED TO AND ACCEPTED:
- -----------------------------------
Hendrik C. van Baaren
June 19, 1997
Exhibit D
H. VAN BAAREN
IFF SECURITY AGREEMENT
International Flavors & Fragrances Inc.
521 West 57th St., New York, N.Y. 10019
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, computer
programs and other intangible property, know-how and other data belonging or
relating to IFF or belonging to a customer or supplier of 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 or its customer or
supplier, 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, formulae, records, files or other
papers, tapes, discs or programs, 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, formulae or programs on which I have worked or to which
I have had access while in the employ of IFF.
5. Any invention, formula, process, product, program, 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, programs, ideas, discoveries and improvements, and patent
applications and patents thereon.
6. I understand and agree that IFF has no interest in and will not accept
divulgence to it of any confidential knowledge or information which is the
property of any previous employer or other third party. Notwithstanding any
other paragraph of this agreement, I shall not communicate any such confidential
knowledge or information to IFF nor use the same during the course of my
employment.
January 16, 1985 /s/ HENDRIK C. VAN BAAREN
- ---------------------------- -------------------------
(date) (signature)
EXHIBIT E
RELEASE
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, Hendrik C. van
Baaren, 87 Goodwives River Road, Darien, Connecticut 06820 (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 Agreement and a Consulting Agreement, each
dated June 19, 1997, copies of which are annexed hereto as Annexes A and B, 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. ss.ss.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. ss.1981 (race discrimination; (3) the Age
Discrimination in Employment Act, 29 U.S.C. ss.ss.621-634 (age discrimination);
(4) the Equal Pay Act of 1963, 29 U.S.C. ss.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. ss.ss.701 et seq. (handicap
discrimination); (8) the Employee Retirement Income Security Act of 1974, 29
U.S.C. ss.ss.1001 et seq. (retirement matters); and (9) any applicable New York,
New Jersey or Connecticut state or local law relating to 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
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the undertaking in this paragraph shall limit Employee from pursuing Claims for
the sole purpose of enforcing his rights under Annex A or Annex B or under any
employment or retiree 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
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 and the
Consulting Agreement described in Annexes A and B, respectively, 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 Annexes A and B.
EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS RELEASE, UNDERSTANDS IT AND IS
VOLUNTARILY EXECUTING IT.
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[PLEASE READ THIS RELEASE CAREFULLY. IT COVERS ALL KNOWN AND UNKNOWN
CLAIMS.]
Executed at New York, New York, on June 19, 1997
----------------------------------
Hendrik C. van Baaren
STATE OF NEW YORK)
COUNTY OF NEW YORK) ss:
Subscribed and sworn to before
me this 19th day of June, 1997
by the said Hendrik C. van Baaren
known to me.
--------------------------------
Notary Public
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