INTERNATIONAL FLAVORS & FRAGRANCES INC. 521 WEST 57TH STREET NEW YORK, NY 10019
Brian D. Chadbourne
President
IFF Fragrances
March 3, 1998
Mr. Ronald S. Fenn
1537 Washington Valley Road
Bridgewater, New Jersey 08807
Dear Ron:
In accordance with our discussions, you have expressed the desire to take
early retirement, effective January 31, 2001 (the "Retirement Date"), 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 (the "Pre-Retirement Period"), and (2) your retirement.
1. From the date of this letter through the Retirement Date, you will
continue to be employed by IFF. For the calendar year 1998, your
monthly compensation is $25,000. Effective January 1, 1999, you will
be eligible for an increase in your compensation. Your actual
compensation increase for 1999 will be based on your individual
performance during 1998 and the performance of the IFF Fragrance
Division for such year, and will be determined in late 1998 together
with the increases of the other IFF officers. Your compensation for
1999 will be your compensation through the Retirement Date. You will
not receive any increase in your compensation for either of the years
2000 or 2001. Your monthly compensation for
Mr. Ronald S. Fenn
March 3, 1998
Page 2 of 8 Pages
any year is hereinafter referred to as your "Monthly Salary" for such
year.
2. On the Retirement Date, you will retire from IFF employment.
Thereafter, by notifying the IFF Compensation and Benefits Department,
you may elect at any time to begin to receive your pension under the
IFF Pension Plan, the IFF Supplemental Retirement Plan and the
Supplemental Foreign Service Retirement Benefit Agreement between you
and IFF (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.
3. Until July 31, 1999, you will continue as a Vice-President of IFF and
as Director, Aroma Chemical Sales, with the same responsibilities as
you currently have or with such other responsibilities as I may assign
to you. On July 31, 1999, you will execute the resignation as a
Vice-President of IFF in substantially the form attached to this
letter as Exhibit A. Thereafter, for the remainder of the
Pre-Retirement Period, IFF will employ you, and you will make yourself
available, to provide such services, consistent with your knowledge
and experience with IFF, as I may request. Notwithstanding the
preceding sentence, after July 31, 1999 and for the remainder
Mr. Ronald S. Fenn
March 3, 1998
Page 3 of 8 Pages
of the Pre-Retirement Period, your employment will not require you to
provide services to or on behalf of IFF for more than forty (40) hours
in any calendar month.
4. At all times during the Pre-Retirement Period you will retain the
right to use the IFF-provided automobile now in your possession or
such other IFF-provided automobile to which you may become entitled in
accordance with IFF policy (any such automobile is hereinafter
referred to as the "Company Car"); your compensation which has been
deferred under the terms of the Management Incentive Compensation Plan
(the "MICP") and/or the Special Executive Bonus Plan ("SEBP") 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) (such plans other than the MICP and SEBP are
hereinafter collectively referred to as the "Benefit Plans"), all in
accordance with the terms of the Benefit Plans. Notwithstanding the
foregoing, at no time after July 31, 1999 will IFF have any obligation
to purchase for you or provide to you a new or different automobile
from the Company Car then being provided to you.
5. In the event of your death during the Pre-Retirement Period, your
Monthly Salary will be pro-rated to the date of death and paid to your
legal representative, and IFF will have no
Mr. Ronald S. Fenn
March 3, 1998
Page 4 of 8 Pages
further obligation to your estate, heirs or assigns therefor.
6. You agree and acknowledge that, as of July 31, 1999, the Executive
Severance Agreement dated February 16, 1989, between you and IFF will
terminate.
7. You will be eligible to receive incentive compensation awards in
respect of each of 1998 and 1999 under the Management Incentive
Compensation Plan ("MICP"). Your actual incentive compensation award
for each such year will be based on your individual performance and
the performance of the IFF Fragrance Division and will be determined
and awarded in early 1999 and 2000, respectively, together with the
awards to all other 1998 and 1999 MICP participants. Your award for
1999 will be prorated to July 31, 1999. You will be listed as a
participant in the MICP for 2000 and 2001, but you understand and
acknowledge that no award will be made to you under the MICP in
respect of either such year.
8. Ownership of the Company Car will be transferred to you on the
Retirement Date. If you are required to recognize any compensation
resulting from the transfer, that compensation will be included in
your Form W-2 for 2001.
9. 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
Mr. Ronald S. Fenn
March 3, 1998
Page 5 of 8 Pages
representative's right to exercise stock options will be governed by
the provisions of such Stock Option Agreements.
10. Attached to this letter agreement as Exhibit B is a copy of the
Security Agreement which you signed on September 1, 1969. You agree to
abide by the terms and conditions of the Security Agreement both
during the Pre-Retirement 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.
11. As part of the consideration for the benefits accruing to you under
this letter agreement, you agree that until December 31, 2002 you will
not, directly or indirectly, anywhere in the world, (a)(i) become
employed or otherwise participate as an officer, director, employee,
partner, principal, individual proprietor or investor with a
beneficial interest of more than one percent (1%) of the outstanding
stock or other equity of, or (ii) make loans or advances of more than
one percent (1%) of the outstanding stock or other equity to, or (iii)
act as advisor or consultant to, in each case any person, firm,
partnership, corporation or other business entity, who or which
competes, directly or indirectly, with any of the fragrance or aroma
chemicals business of IFF; or (b) either solicit for employment by or
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
Mr. Ronald S. Fenn
March 3, 1998
Page 6 of 8 Pages
competitive with IFF and whether or not you, directly or indirectly,
whether as principal, shareholder, director, officer, employee,
consultant partner, investor or otherwise, are engaging or intend to
engage in such business.
For purposes of this Paragraph 11, a business will be deemed
"competitive" if its operations are in the fragrance or aroma chemical
business or if it manufactures and/or sells a product which is
purchased by IFF and for which (either because of patent or trade
secret protection, the market share of such business or its ability
for any reason to control the price and/or availability, or any other
reason) IFF has no other practical source of supply of such product,
in any locality in which such IFF need for such product exists. For
purposes of this paragraph 11 and paragraph 13, an "IFF employee" is
any person who at the relevant time either is an active employee of
IFF or within the preceding twelve (12) months, whether or not an
active employee, has been paid any compensation, whether as a salary,
consulting fee or severance or salary continuation, by IFF (for the
purpose of this paragraph 11 pension or other retirement benefits will
not be considered compensation). Notwithstanding the foregoing,
nothing in this paragraph 11 will preclude your owning up to one
percent (1%) of the outstanding publicly traded equity or debt
securities of any corporation.
12. Please sign and return the Release attached to this letter agreement
as Exhibit C. This letter agreement will
Mr. Ronald S. Fenn
March 3, 1998
Page 7 of 8 Pages
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 C 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.
13. You and IFF agree that at no time, whether before or after your
retirement, will either you or any officer, director, employee or
other representative of IFF in any way denigrate, demean or otherwise
say or do anything, whether in oral discussions or in writing, that
would cause any third party, including but not limited to suppliers,
customers and competitors of IFF, to lower its perception about the
integrity, public or private image, professional competence, or
quality of products or service, of the other or, in the case of IFF,
of any officer, director, employee or other representative of IFF. You
hereby consent to IFF's obtaining injunctive relief should you breach
either paragraph 11 or this paragraph 13.
14. 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.
Mr. Ronald S. Fenn
March 3, 1998
Page 8 of 8 Pages
Ron, all of us at IFF appreciate your many contributions to the Company
over your long and distinguished career here. We are pleased that we will
continue to have the benefit of your services through the Retirement Date.
Sincerely
/s/BRIAN D. CHADBOURNE
----------------------
Brian D. Chadbourne
AGREED AND ACCEPTED:
/s/RONALD S. FENN
- -----------------
Ronald S. Fenn
March 10, 1998
EXHIBIT A
July 31, 1999
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 Vice-President of International Flavors & Fragrances,
Inc.
------------------
Ronald S. Fenn
EXHIBIT B
SECURITY AGREEMENT
International Flavors & Fragrances Inc.
521 West 57th St., New York, N.Y. 10019
(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, formulae, 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.
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.
9/1/69 Ronald S. Fenn
- -------------------------------- -----------------------------------
(date) (signature)
EXHIBIT C
RELEASE
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, Ronald S. Fenn,
1537 Washington Valley Road, Bridgewater, New Jersey 08807 (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 dated March 30, 1998, 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 of 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.
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. ss.
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. ss. 701 et seq.
(handicap discrimination); (8) the Employee Retirement Income Security Act of
1974, 29 U.S.C. 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 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 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 and should consult with an
attorney before singing 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.
2
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 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 IFF Offices, on 3/13, 1998
------------------------ ---------------------
/s/ RONALD S. FENN
-------------------------------
STATE OF New York)
------------
COUNTY OF New York) ss:
------------
Subscribed and sworn to before
me this 13 day of March, 1998
by the said Ronald S. Fenn
known to me.
PETER J. SERRITELLA
--------------------------------------
Notary Public
PETER J. SERRITELLA
Notary Public, State of New York
No.02SE3598465
Qualified in New York County
Commission Expires March 30, 1999
3