IFF (LOGO)
[LETTERHEAD]
September 2, 1998
Xx. Xxxxx X. Xxxxxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Dear Xxxxx,
You have informed me that you will resign from the employ of International
Flavors & Fragrances Inc. ("IFF" or the "Company"), effective September 18,
1998 (the "Resignation Date"), to accept another position. This letter (this
"Agreement") will set forth the terms of our understanding in connection with
your resignation as an employee and Director of IFF.
1. In connection with your resignation, please execute the letter of
resignation as a Senior Vice-President and a director of IFF attached
to this letter as Exhibit A. You also agree to execute such other
resignations as an officer, director and/or trustee of IFF
subsidiaries or of IFF benefit plans as may be requested of you.
2. Within thirty (30) days after the date of your execution of this
Agreement and Exhibits A and C, ownership of the IFF-provided
automobile presently in your possession (the "Company Car") will be
transferred to you. If you are required to recognize any compensation
resulting from the transfer, that compensation will be included in
your Form W-2 in respect of 1998.
3. You will be eligible to receive a prorated incentive compensation
award in respect of the portion of 1998 through the Resignation Date
under the IFF Management Incentive Compensation Plan ("MICP"). Your
actual incentive compensation award for 1998 will be based on the
performance of the IFF Flavor Division for such
Xx. Xxxxx X. Xxxxxxxxx
September 2, 1998
Page 2 of 5 Pages
year and will be determined and awarded in early 1999 together with
the awards to all other 1998 MICP participants.
4. Except as provided in the next sentence, you agree that the prorated
MICP award for 1998 and transfer to you of the Company Car will be in
lieu of all other monetary compensation to which you may be otherwise
entitled in respect of your employment, including but not limited to
any further payment of base salary or payment of vacation pay. The IFF
Compensation and Benefits Department will contact you with respect to
the disposition of your Retirement Investment Fund Plan (including
supplemental plan) accounts.
5. On the Resignation Date, the life insurance coverage (including any
coverage under the IFF Executive Death Benefit Plan) with which you
have been provided as an active IFF employee will terminate. You will
have the right to convert such group life insurance into individual
coverage without the need for a medical history or examination by
contacting a Prudential agent of your choice within thirty-one (31)
days after the Resignation Date. In addition, in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1986 ("COBRA"),
after the Resignation Date you and your eligible dependents will have
the opportunity to continue medical and dental coverage under the IFF
Group Health Plan for up to eighteen (18) months by paying the
applicable monthly premiums for such coverage.
6. You agree and acknowledge that, as of the Resignation Date, the
Executive Severance Agreement dated November 11, 1997 between you and
IFF will terminate.
7. You agree that until September 30, 1999, 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 such business. For the purpose of this
Section 7, 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
Xx. Xxxxx X. Xxxxxxxxx
September 2, 1998
Page 3 of 5 Pages
compensation, whether as salary, consulting fee or severance or salary
continuation, by IFF (for the purpose of this Section 7 pension or
other retirement benefits will not be considered compensation).
8. Under your Security Agreement with IFF, a copy of which is attached to
this Agreement as Exhibit B, and under applicable trade secret law,
you are obliged to keep in confidence all IFF proprietary and
confidential information, including that described above, and not to
divulge it to others or to use it for your own purposes or in the
service of any new employer. Both under your Security Agreement and
under applicable law, this obligation continues not only while you are
employed by IFF, but after cessation of that employment. In that
connection, you acknowledge that during your IFF service, you have
acquired proprietary and confidential knowledge and information of
IFF, including, but not limited to business, technical, human
resources and legal strategies, and the identity of IFF customers and
suppliers and the quantities of products ordered by or from and the
prices paid by or to those customers and suppliers. In addition, you
have also acquired similar confidential knowledge and information
belonging to IFF's customers and provided to IFF in confidence under
written and oral secrecy agreements. You agree to abide by the terms
and conditions of the Security Agreement both before and after the
Resignation Date, but such obligations will in no way be construed as
a continuation of your IFF employment, which will terminate on the
Resignation Date.
9. Upon your leaving the employ of IFF you are also required to deliver
to IFF all notes, memoranda, records, files or other papers, including
all copies thereof, in your custody or control and relating to any IFF
proprietary and confidential knowledge or information, or any such
information of IFF customers or suppliers (collectively, "IFF
Documents"). You hereby acknowledge that on or before the Resignation
Date you will have delivered all to IFF all IFF documents.
10. You and IFF agree:
(a) At no time will you in any way denigrate, demean or otherwise say
or do anything, whether in
Xx. Xxxxx X. Xxxxxxxxx
September 2, 1998
Page 4 of 5 Pages
oral discussions or in writing, (i) that would cause any
director, officer, employee or representative of IFF, or any
third party, including but not limited to suppliers, customers
and competitors of IFF, to lower his, her or its perception about
the integrity, public or private image, professional competence,
or quality of products or service, of IFF or of any officer,
director, employee or other representative of IFF, or (ii) that
might suggest, directly or indirectly, or cause any such person
or entity to conclude that your resignation from the employ
and/or as a director of IFF was the result of any disagreement
with IFF on any matter relating to the Company's operations,
policies or practices. You hereby acknowledge that your breach of
any of Sections 7, 8 or 9 or of this Section 10(a) will entitle
the Company (i) immediately to withhold any payment or other
benefit due to you at any time thereafter under this Agreement
(except for any amounts then due to you in respect of your RIFP
accounts) and (ii) to injunctive relief.
(b) At no time will any director, officer, 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 other director, officer, employee or
representative of IFF, or any third party, including but not
limited to suppliers, customers and competitors of IFF, to lower
his, her or its perception about your integrity, public or
private image or professional competence.
11. Please sign and return the Release attached to this Agreement as
Exhibit C. This Agreement will take effect only upon your execution of
this Agreement and Exhibits A and C.
12. This Agreement will be governed by and interpreted in accordance with
New York law.
Xx. Xxxxx X. Xxxxxxxxx
September 2, 1998
Page 5 of 5 Pages
Please sign and date both copies of this letter in the space provided below
and return one fully executed copy, together with the executed letter of
resignation and the Release. The other copy is for your records.
Xxxxx, we appreciate your service to IFF and wish you the best in your new
position
Sincerely yours,
INTERNATIONAL FLAVORS &
FRAGRANCES INC.
By: /s/ XXXXXX X. XXXXXXXX
----------------------
Xxxxxx X. Xxxxxxxx
Chairman and
President
AGREED AND ACCEPTED
/s/ XXXXX X. XXXXXXXXX
----------------------
Xxxxx X. Xxxxxxxxx
September 3, 1998
EXHIBIT A
September 2, 1998
Xxxxxxx X. Xxxxx, Esq.
Vice-President and Secretary
International Flavors & Fragrances Inc.
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Mr. Xxxxx:
I hereby resign as Senior Vice-President and President, Flavor Division,
and as a member of the Board of Directors of International Flavors & Fragrances
Inc., effective immediately.
/s/ XXXXX X. XXXXXXXXX
----------------------
Xxxxx X. Xxxxxxxxx
EXHIBIT B
IFF SECURITY AGREEMENT
International Flavors & Fragrances Inc.
000 Xxxx 00xx Xx., Xxx Xxxx, X.X. 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 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.
9/22/97 /s/ XXXXX X. XXXXXXXXX
.................................... .....................................
(date) (signature)
EXHIBIT C
RELEASE
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, Xxxxx X.
Xxxxxxxxx, 00 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000 (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 000
Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred to as "IFF
Inc."), as such benefits are set forth in an Agreement dated September 2, 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 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. (Sections)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. (Section 1981) (race
discrimination); (3) the Age Discrimination in Employment Act, 29 U.S.C.
(Sections)621-634 (age discrimination; (4) the Equal Pay Act of 1963, 29 U.S.C.
(Section)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.
(Sections)701 et seq. (handicap discrimination); (8) the Employee Retirement
Income Security Act of 1974, 29 U.S.C. (Sections)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
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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 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
Vice-President and Secretary, IFF Inc., 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000. For such revocation to be effective, written notice must be received by
such Vice-President, Human Resources, 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.
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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 City, NY, on September 3, 1998
/s/ XXXXX X. XXXXXXXXX
----------------------
Xxxxx X. Xxxxxxxxx
STATE OF NEW YORK
COUNTY OF NEW YORK ss:
Subscribed and sworn to before
me this 3rd day of September, 1998
by the said Xxxxx X. Xxxxxxxxx
known to me.
/s/ XXXX XXXXXX
-----------------
Notary Public
Xxxx Xxxxxx
Notary Public, State of New York
No. 01DU4944307
Qualified in New York County
Commission Expires November 21, 1998
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