IFF
INTERNATIONAL FLAVORS & 521 WEST 57 STREET, NEW YORK, NY 10019
FRAGRANCES INC. (212)765-5500
- --------------------------------------------------------------------------------
CREATORS AND MANUFACTURERS OF FLAVORS, FAX: (212)708-7132
FRAGRANCES AND AROMA CHEMICALS
March 24, 1999
Mr. Ronald S. Fenn
1537 Washington Valley Road
Bridgewater, New Jersey 08807
Dear Ron:
With the support of International Flavors & Fragrances Inc. ("IFF"), you
have elected to assume, effectively immediately, the role of Vice President of
the International Fragrance Association ("IFRA") and, for the two-year period
commencing November 1, 2000, the Presidency of IFRA. In addition, you have
agreed to continue as IFF's representative on the Boards of the Fragrance
Materials Association ("FMA") and the Research Institute for Fragrance Materials
("RIFM). In connection with your undertaking these roles, you and IFF have
agreed to supplement and amend the letter agreement between you and IFF dated
March 3, 1998 and executed by you on March 10, 1998 (the "Letter Agreement") as
set forth below. All capitalized terms not defined in this letter agreement
(this "Agreement") will have the same meanings as in the Letter Agreement. For
purposes of this Agreement and the Letter Agreement, that portion of the period
of your service as President of IFRA after the Retirement Date through the
earlier of the termination of your IFRA Presidency or November 1, 2002 will be
referred to as the "Interim Period". Other than as supplemented or amended this
Agreement, the Letter Agreement will remain in full force and effect.
1. At the commencement of your term as the President of IFRA, IFF will pay you
in acknowledgement of your undertaking such service the sum of $30,000.
That sum will bear interest at a rate of seven percent (7%) per annum from
March 1, 1999 until it is paid. From the aggregate sum owed to you IFF will
withhold
MR. RONALD S. FENN
MARCH 24, 1999
PAGE 2 OF 3 PAGES
such taxes as may be required by law at the time of payment.
2. You acknowledge and agree that (a) prior to the Interim Period you will
receive no additional salary or other compensation from IFF in respect of
your activities on behalf of IFRA, and (b) during the Interim Period you
will receive no salary or other remuneration from IFF other than payments
and/ or benefits due you as a retired employee of IFF. IFF acknowledges and
agrees, however, that your service with and activities on behalf of IFRA,
FMA and RIFM will fully satisfy the requirement, set forth in Section 3 of
the Letter Agreement, that you provide 40 hours per month of services to
IFF during the Pre-Retirement Period. Moreover, prior to and during the
Interim Period IFF will reimburse you for all reasonable expenses you incur
that are not reimbursed by IFRA or others in connection with your
activities as Vice President or President of IFRA and/or your activities on
behalf of FMA or RIFM. Prior to the Retirement Date such expenses are to be
included with other business-related expenses, and are subject to the same
in accordance with IFF policy. During the Interim Period you agree to
submit such expenses monthly to the Office of the Chairman and President of
IFF, using the standard IFF expense reimbursement form and providing the
same supporting documentation as is required of active IFF employees.
3. During the Interim Period, although you will participate in the IFF medical
plan for retirees, upon your submission of appropriate documentation IFF
will reimburse you (a) for any amounts which you must pay under that plan
which are greater than the amounts which you would have had to pay had you
remained as an active IFF employee during the Interim Period, and (b) for
dental expenses equivalent to those provided to active employees under the
IFF Dental Plan.
4. During the Interim Period you will either continue to participate in the
IFF Accidental Death and Dismemberment Insurance Plan or, if such continued
MR. RONALD S. FENN
MARCH 24, 1999
PAGE 3 OF 3 PAGES
participation is not possible, at no cost to you IFF will purchase
accidental death and dismemberment insurance substantially equivalent to
the coverage you would enjoy if you were an active IFF employee.
5. Should you elect pursuant to Section 2 of the Letter Agreement to commence
receiving your pension prior to your 65th birthday, together with pension
payable under the Retirement Plans IFF will pay you as a supplemental
pension benefit an amount equal to the amount by which your pension will be
reduced under the requirements of the Retirement Plans because you have
elected to commence receiving your pension earlier than your 65th birthday.
6. Section 11 of the Letter Agreement is hereby amended by deleting the date
"December 31, 2002" in line 4 and inserting in lieu thereof the date
"December 31, 2003."
Please sign and date both copies of this Agreement in the space provided
below and return one fully executed copy. The other is for your files.
Ron, thank you for undertaking the IFRA assignment. All of us at IFF know
that you will do an outstanding job.
Sincerely yours,
/s/STUART R. MACONOCHIE
------------------------
Stuart R. Maconochie
Vice-President
President, IFF Fragrances
AGREED AND ACCEPTED:
/s/RONALD S. FENN
- -----------------
Ronald S. Fenn
March 24, 1999