EXHIBIT 10(d)
SEPARATION AGREEMENT
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This SEPARATION AGREEMENT (this "Agreement") is entered into as of the
1st day of November, 2000 between Xxxxxx X. Xxxxxxx (the "Employee"), and
International Flavors & Fragrances Inc., a New York corporation (the "Company").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Employee is employed by the Company as a Vice President
and President of its Flavor Division, and serves on its the Board of Directors
(the "Board"); and
WHEREAS, the Company and the Employee have agreed that the Employee's
employment with the Company shall terminate on January 1, 2001 (the "Separation
Date"); and
WHEREAS, the Employee and the Company now desire to enter into an
agreement concerning the duties and responsibilities of the Employee from the
date hereof until the Separation Date and in respect of the Employee's
separation from the Company as hereinafter set forth,
NOW, THEREFORE, in consideration of the mutual promises contained in
this Agreement, the Employee and the Company agree as follows:
1. Continuation of Employment; Duties. Until the Separation Date, the
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Employee shall remain a full-time employee of the Company and shall continue as
a Vice President of the Company. The Employee shall perform such duties
commensurate with his executive status as Xxxxxxx X. Xxxxxxxxx, the Company's
Chairman and Chief Executive Officer, may reasonably assign to him. The parties
currently contemplate that these duties will consist primarily of participating
in the continued design and implementation of the Company's Commercial Product
Development program; however, the Employee acknowledges that he may be requested
to perform, and he agrees to perform, other duties as well. The Employee may use
the administrative/secretarial services of Xxxx Xxxxxxx to assist him in the
performance of his duties.
2. Termination of Employment Relationship; Resignation from
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Officerships and Directorships. The Employee has executed and delivered to the
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Company his resignation, effective as of the date of this Agreement, from the
Company's
Board of Directors. On the Separation Date the Employee's employment with the
Company, and with all entities controlled directly or indirectly by the Company
(together with the Company, the "Company Group"), shall terminate. Effective as
of the Separation Date, the Employee shall voluntarily resign as a director
and/or officer of each Company Group entity in which he has served as a director
and/or officer prior to the date of this Agreement; from the Company's Pension
Committee and as a Trustee of the Company's Pension Plan; and from the
Administrative Committee of the Company's Retirement Investment Fund Plan.
3. Consideration to the Employee. The Company shall make the
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following payments and provide the following additional benefits and
consideration to the Employee, subject to Section 6 hereof:
(a) Salary and Benefits through the Separation Date Payments.
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Through and including the Separation Date, the Employee shall continue to be
paid his current base salary of $32,083.33 per month ($385,000 per year), and
shall continue to be entitled to all of the benefits that the Company is
currently making available to employees who are officers of the Company. The
Employee shall be entitled to the same percentage contribution by the Company in
respect of the year 2000 under the Company's Retirement Investment Fund Plan,
including the Supplemental Retirement Investment Plan, as the Company makes to
United States employees of the Company generally.
(b) 2000 Incentive Compensation. The Employee shall receive $192,500
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(representing 50% of the Employee's 2000 base salary) as incentive compensation
under the Company's Management Incentive Compensation Plan (the "MICP") with
respect to the year 2000, which shall be paid in one lump sum as previously
directed by the Employee under the terms of the MICP (the "2000 Incentive
Compensation Award"). No bonus or other incentive compensation (whether under
the MICP, the Company's 2000 Stock Award and Incentive Plan or otherwise) is or
shall be awarded to the Employee with respect to 2000 or any period after 2000.
The 2000 Incentive Compensation Award shall be paid to the Employee in early
2001 at the same time as incentive compensation is paid to executive employees
of the Company generally.
(c) Severance Payments. Commencing January 2, 2001 and continuing
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through and including December 31, 2002 (the "Severance Period"), the Employee
shall receive monthly severance payments of $48,125, which is equal to the sum
of his current monthly base salary ($32,083.33) and one-twelfth of the 2000
Incentive Compensation Award ($16,041.67) ("Severance Payments"). Severance
Payments shall be made semi-monthly at the same times as compensation is paid to
exempt United States employees of the Company.
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(d) Stock Options. The Employee may exercise through and including
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March 31, 2001 any IFF stock options that are exercisable on the Separation
Date, in accordance with the provisions of various Stock Option Agreements
between the Employee and the Company. If the Employee should die prior to the
expiration of that period, his legal representative's right to exercise stock
options shall be governed by the provisions of such Stock Option Agreements.
Options that under the terms of such Stock Option Agreements are not exercisable
as of the Separation Date shall lapse on such date. All exercisable but then
unexercised options shall expire at the close of business on March 31, 2001.
(e) Pension and Other Benefits. The Employee shall be vested in the
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benefits that he accrues through January 1, 2001 pursuant to the Company's
Pension Plan (including the supplemental plan), the Company's Retirement Income
Fund Plan (including the supplemental plan and the MICP and the Company's
Special Executive Bonus Plan (as to amounts earned with respect to 1999 and
prior years and deferred). The Employee's entitlement to payments from any such
plan shall be governed by the terms of such plan. For the shorter of the
Severance Period or until the Employee becomes eligible to participate in
medical, dental and/or life insurance plans upon his commencement of new
"Employment," as hereinafter defined (the "Supplemental Benefits Period"), the
Employee and his eligible dependents shall either (a) continue to participate in
the Company's medical and dental plans and to be covered under the Company's
group life insurance plan (including the Executive Death Benefit Plan), under
the same terms and conditions, and at the same contribution levels, as are
applicable to active employees of the Company, or (b) if such continued
participation is not possible under the terms and conditions of one or more of
such plans, the Company shall arrange to have issued for the benefit of the
Employee and his dependents individual policies of insurance providing benefits
substantially similar (on an after-tax basis) to the plan(s) as to which the
Employee's continued participation is not possible. In such event the Employee
shall make contributions to the cost of such policy or policies of insurance as
if he were continuing to participate in the applicable Company plans. For the
purpose of this Agreement, "Employment" shall mean the Employee's substantially
full-time participation for monetary compensation as an officer, employee,
partner, principal or individual proprietor in any entity or business. At the
expiration of the Supplemental Benefits Period the Employee shall be able to
continue coverage under the Company's medical plan in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for up to
eighteen (18) months after the expiration of the Supplemental Benefits Period by
paying the applicable monthly premiums.
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(f) Company Car; Cellular Phone. On the Separation Date, the Company
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shall transfer to the Employee ownership of the 1998 Infiniti Q45t automobile
currently provided to him by the Company (the "Company Car"). For the
Supplemental Benefits Period, the Employee may continue to use, and the Company
shall continue to pay in the same manner as it currently does, his Company-
provided cellular telephone.
(g) Outplacement. The Company shall arrange for the Employee to have
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the outplacement services with Manchester Partners, and shall pay all fees
associated therewith. The Company agrees to cause such outplacement services to
be continued until the earlier of the expiration of the Severance Period or the
date on which the Employee accepts new Employment.
(h) Attorney's Fees. Within ten (10) days after the Employee's
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execution and delivery to the Company of this Agreement and the Release, the
Company shall place in the mail to the Employee's attorney, Xxxxxx X. Xxxxxxx,
Esq., Grotta, Xxxxxxxx & Xxxxxxx, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, a check for $2,500 in respect of the Employee's attorneys' fees in
connection with the negotiation of this Agreement. The Company shall have no
other obligation to the Employee or to any attorney or other advisor acting on
the Employee's behalf.
4. Noncompetition; Nonsolicitation. During the Severance Period, the
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Employee agrees that he shall not act as a director, officer, employee, partner
or individual proprietor of, perform consulting services for, or otherwise give
material assistance to, any of the following entities or any of their parent or
subsidiary companies anywhere in the world: Dragoco, Firmenich, Givaudan,
Xxxxxxxx & Xxxxxx, Quest International, Robertet, Takasago or Universal Foods
(the "Competing Entities"). Notwithstanding the foregoing, the Employee shall
not be prevented from owning a beneficial interest of less than five percent
(5%) of the outstanding capital stock of any publicly owned Competing Entity.
Additionally, during the Severance Period, the Employee agrees that he shall not
solicit, induce, or attempt to influence any individual who is an employee of
the Company Group to terminate his or her employment relationship with the
Company Group, or to become employed by him or his affiliates or any person by
which he is employed, or interfere in any other way with the employment, or
other relationship, of the Company Group and any employee thereof. The Employee
also agrees that, during the Severance Period he shall not, in any way that
interferes with the business of the Company or with the relationship between the
Company and any such entity, solicit or canvass the trade, business or patronage
of, or sell to or buy from, any persons or entities that are either (i)
customers of or suppliers to the Company Group, or (ii) actual or prospective
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customers of or suppliers to the Company Group with respect to which a sales
effort, presentation or proposal was made.
5. Entire Consideration. The Employee understands and agrees that
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the payments and benefits provided for in this Agreement (a) are the only ones
to which he is entitled relating to his employment and/or in connection with the
termination of his employment with the Company, and (b) are in excess of those
to which he otherwise would be entitled, and that they are being provided to him
in consideration for his signing of this Agreement and the "Release," as defined
in Section 6, which consideration he agrees is adequate and satisfactory to him.
6. Releases. As a condition to the Employee's entitlement to the
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compensation, payments and benefits provided for in Sections 1 and 3 hereof, the
Employee shall have executed and delivered to the Company a release in the form
attached hereto as Schedule I (the "Release"), and such Release shall have
become irrevocable. If the Employee exercises his right to revoke the Release in
accordance with the terms thereof, then this Agreement shall become null and
void ab initio. As a further condition to the Employee's entitlement to the
compensation, payment and benefits provided in Section 3, the Company shall have
the right to require the Employee to execute and deliver an additional release
substantially identical to the Release, but dated as of the Separation Date.
7. Non-Disparagement. Each of the Employee and the Company agrees
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that at no time will either the Employee or any officer, director, employee or
other representative of the Company 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 the Company, 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 the Company, of any officer, director, employee or
other representative of the Company. The Company and the Employee have agreed on
the written form of reference attached to this Agreement as Schedule II. The
Employee may use this reference with any prospective employer. Other than this
reference, if the Company is asked by a prospective employer for a reference
with respect to a new position for which the Employee is being considered,
without the Employee's prior written consent the Company will do no more than
confirm the Employee's dates of employment and salary history.
8. Cooperation and Assistance. The Employee acknowledges that he may
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have historical information or knowledge that may be useful to the Company in
connection with current or future legal, regulatory or administrative
proceedings. The
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Employee will cooperate with the Company, both during the Severance Period and
thereafter, in the defense or prosecution of any such claims that relate to
events or occurrences that transpired during the Employee's employment with the
Company. The Employee's cooperation in connection with such claims or actions
shall include being reasonably available, subject to his other business and
personal commitments, to meet with counsel to prepare for discovery or trial and
to testify truthfully as a witness when reasonably requested by the Company at
reasonable times and with reasonable advance notice to the Employee. The Company
shall reimburse the Employee for any out-of-pocket expenses, including the
reasonable fees of the Employee's personal attorney, which he incurs in
connection with such cooperation.
9. Return of Property. Except as otherwise provided in this Section
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9, the Employee expressly agrees that, on the Separation Date, he will return to
the Company all property of the Company Group including, but not limited to, any
and all files, computers, computer equipment and software and diskettes,
documents, papers, records, accords, notes, agenda, memoranda, plans, calendars
and other books and records of any kind and nature whatsoever containing
information concerning the Company Group or their customers or operations. The
Employee affirms that he will not retain copies of any such property or other
materials. Notwithstanding the foregoing, the Employee shall not be required to
return the laptop computer, docking station, monitor, keyboard and accessories
therefor that are in his Company office on the date of this Agreement, or his
rolodexes, personal diaries and correspondence.
10. Non-Disclosure. Under the Employee's Security Agreement with
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the Company, a copy of which is attached to this Agreement as Schedule III, and
under applicable trade secret law, the Employee is obliged to keep in confidence
all trade secrets and proprietary and confidential information of the Company
Group, whether patentable or not which he learned or of which he became aware or
informed during his employment by the Company (except to the extent disclosure
is or may be required by a statute, by a court of law, by any governmental
agency having supervisory authority over the business of the Company or by any
administrative or legislative body (including a committee thereof) with apparent
jurisdiction to order him to divulge, disclose or make accessible such
information,, and not to directly or indirectly publish, disclose, market or
use, or authorize, advise, hire, counsel or otherwise procure any other person
or entity, directly or indirectly, to publish, disclose, market or use, any such
information. Both under such Security Agreement and under applicable law, such
obligations continue not only while the Employee is employed by the Company, but
after cessation of that employment. In amplification and not in
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limitation of the foregoing, the Employee acknowledges that during his
employment with the Company, he has or may have acquired proprietary and
confidential knowledge and information of the Company Group, including, but not
limited to, fragrance and flavor formulae, secret processes and products,
qualities and grades of flavor and fragrance ingredients and raw materials,
including but not limited to aroma chemicals, perfumery and flavor and fragrance
compounding "know-how" and other technical data belonging to or relating to the
Company Group, and the identity of customers and suppliers of the Company Group
and the quantities of products ordered by or from and the prices paid by or to
those customers and suppliers. In addition, the Employee has also acquired
similar confidential knowledge and information belonging to customers of the
Company Group and provided to the Company Group in confidence under written and
oral secrecy agreements. The Employee agrees to abide by the terms and
conditions of the Security Agreement and of this Section 10 both during the
Severance Period and thereafter.
11. Tax and Withholding. Any Federal, State and/or local income,
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personal property, franchise, excise or other taxes owed by the Employee as a
result of the payments or benefits provided under the terms of this Agreement
shall be the sole responsibility and obligation of the Employee. The parties
hereto agree and acknowledge that Company shall have the right to withhold from
any payments made or benefits provided to the Employee any and all amounts that
are necessary to enable the Company to satisfy any withholding or other tax
obligation that arises in connection with such payments or benefits, and the
Company shall report any such amounts that it determines are compensation income
on a Form W-2, including but not limited to the value of the Company Car.
12. No Oral Modification. This Agreement may not be changed orally
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and no modification, amendment or waiver of any provision contained in this
Agreement, or any future representation, promise or condition in connection with
the subject matter of this Agreement shall be binding upon any party hereto
unless made in writing and signed by such party.
13. Resolution of Disputes. Any disputes under or in connection with
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this Agreement shall, at the election of either party, be resolved by
arbitration, to be held in New York, New York in accordance with the rules and
procedures of the American Arbitration Association then in effect. Judgment
upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction. Each party shall bear its own costs, including but not limited to
attorneys' fees, of the arbitration or of any litigation arising out of this
Agreement. Pending the resolution
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of any arbitration or litigation, the Company shall continue payment of all
amounts due the Employee under this Agreement and all benefits to which the
Employee is entitled at the time the dispute arises.
14. Severability. In the event that any provision of this Agreement
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or the application thereof should be held to be void, voidable, unlawful or, for
any reason, unenforceable, the remaining portion and application shall remain in
full force and effect, and to that end the provisions of this Agreement are
declared to be severable.
15. Governing Law. This Agreement is made and entered into, and
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shall be subject to, governed by, and interpreted in accordance with the laws of
the State of New York and shall be fully enforceable in the courts of that
state, without regard to principles of conflict of laws.
16. Successors and Assigns. This Agreement shall inure to the
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benefit of and shall be binding upon the parties hereto and their respective
heirs, administrators, representatives, executors, successors and assigns,
including but not limited to (i) with respect to the Company, any entity with
which the Company may merge or consolidate or to which the Company may sell all
or substantially all of its assets, and (ii) with respect to the Employee, his
executors, administrators, heirs and legal representatives.
17. Notices. All notices required pursuant to this Agreement shall
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be in writing and shall be deemed given if mailed, postage prepaid, or if
delivered by fax or by hand, to a party at the address set forth below:
If to the Employee:
Xx. Xxxxxx X. Xxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
If to the Company:
International Flavors & Fragrances Inc.
000 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Corporate Secretary
Any change in address by either party shall be effective when notified to the
other party as aforesaid.
18. Counterparts. This Agreement may be executed in
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counterparts, and each counterpart, when executed, shall have the effect of a
signed original.
19. Acknowledgment of Knowing and Voluntary Release; Revocation
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Right. The Employee certifies that he has read the terms of this Agreement.
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The execution hereof by the Employee shall indicate that this Agreement conforms
to the Employee's understandings and is acceptable to him as a final agreement.
It is further understood and agreed that the Employee has had the opportunity to
consult with counsel of his choice, that he has in fact consulted with his own
counsel with respect to this Agreement, and that he has been given a reasonable
and sufficient period of time of no less than 21 days in which to consider and
return this Agreement.
WHEREFORE, intending to be legally bound, the parties have agreed to the
aforesaid terms and indicate their agreement by signing below.
XXXXXX X. XXXXXXX
/s/ Xxxxxx X. Xxxxxxx 11/26/00
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Xxxxxx X. Xxxxxxx Date
INTERNATIONAL FLAVORS & FRAGRANCES INC.
By: /s/ Xxxxxxx X. Block 11/15/00
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Xxxxxxx X. Block Date
Senior Vice-President
General Counsel
and Secretary
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SCHEDULE I
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RELEASE
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KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, Xxxxxx X. Xxxxxxx,
of 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 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 at 000 Xxxx 00/xx/ Xxxxxx, Xxx Xxxx,
Xxx Xxxx 00000 (hereinafter referred to as "IFF Inc."), as such benefits are
set forth in a Separation Agreement dated as of November 1, 2000 (the
"Separation Agreement"), DOES HEREBY IREREVOCABLY AND UNCONDITIONALLY AGREE TO
RELEASE, WAIVE and FOREVER DISCHARGE, except as otherwise provided in this
Release, IFF Inc. and all of its subsidiaries, affiliates, successors and
assigns and their respective directors, officers, employees and agents
(hereinafter referred to as "Releasees") from all "Claims", as hereinafter
defined, and Employee waives, releases and covenants not to xxx Releasees or 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,
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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 relating to or
arising out of his employment and/or service on the Board of Directors of IFF
Inc. or any subsidiary or affiliate thereof or the termination of such
employment or Board of Director service, and 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, compensation and benefits with IFF Inc. or
the termination thereof, and any Claim for violation of any the laws of any
country of the world or subdivision thereof, including but not limited to any
United States 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.;
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(2) Section 1981 of the Civil Rights Act of 1866, 42 U.S.C. (S) 1981; (3) the
Americans with Disabilities Act, 42 U.S.C. (S) 12101 et seq. (4) the Age
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Discrimination in Employment Act, 29 U.S.C. (S)(S) 621-634; (5) the Equal Pay
Act of 1963, 29 U.S.C. (S) 206; (6) Executive Order 11246; (7) Executive Order
11141; (8) Section 503 of the Rehabilitation Act of 1973, 29 U.S.C. (S)(S) 701
et seq.; (9) the Employee Retirement Income Security Act of 1974, 29 U.S.C.
-- ---
(S)(S) 1001 et seq.; and (10) any applicable New York or New Jersey law,
-- ---
statute, regulation, ordinance, or constitutional or public policy provisions.
Anything in this Release to the contrary notwithstanding, it is agreed that the
Employee does not waive his rights to coverage under any directors and officers
insurance policy, for indemnification pursuant to IFF Inc.'s By-laws as in
effect on the date of this Release for acts or omissions occurring or alleged to
have occurred during Employee's employment or other service to IFF Inc., or to
enforce the Separation Agreement or any rights under any employee or retirement
benefit plan, program or policy of IFF Inc. or any of its subsidiaries or
affiliates.
Employee hereby represents that neither he nor anyone acting at his
discretion or on his behalf has filed any complaints, charges, claims, demands
or lawsuits with respect to any Claim (an "Action") against any Releasee with
any governmental agency or any court; that he will not file or pursue any Action
at any time hereafter; and that if any such agency or court assumes jurisdiction
of any Action, against any Releasee on behalf of Employee, he will request such
agency or court to withdraw the matter. If any such Action is filed by the
Employee, he further agrees that he will not seek any relief from the Releasees,
however
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that relief might be called, whether reinstatement, back pay, compensatory,
punitive or exemplary damages, claims for emotional distress or pain and
suffering, or claims for attorneys' fees, reimbursement of expenses or
otherwise, on the basis of any such claim. Neither this Release nor the
undertaking in this paragraph shall limit Employee from pursuing Claims for the
sole purpose of enforcing his rights under the Separation Agreement or under any
employment or retiree benefit plan or program of IFF Inc. or any of its
subsidiaries or affiliates.
For the purpose of implementing a full and complete release and
discharge of claims, the Employee expressly acknowledges that this Release is
intended to include in its effect, without limitation, all the claims described
in the preceding paragraphs, whether known or unknown, apparent or concealed,
and that this Release contemplates the extinction of all such claims, including
claims for attorneys' fees. Employee expressly waives any right to assert after
the execution of this Release that any such claim, demand, obligation, or cause
of action has, through ignorance or oversight, been omitted from the scope of
the Release.
This Release is made and entered into, and shall be subject to, governed by
and interpreted in accordance with the laws of the State of New York and shall
be fully enforceable in the courts of that state, without regard to principles
of conflict of laws.
Employee hereby represents that he has been given a period of
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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 acknowledges that he has
consulted with an attorney before signing this Release.
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 Xxxxxxx
X. Block, Senior Vice President, General Counsel and Secretary, IFF Inc., 000
Xxxx 00/xx/ Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. For such revocation to be
effective, written notice must be received by Mr. Block 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
Separation Agreement shall be null and void ab initio.
EMPLOYEE ACKNOWLEDGES THAT HE HAS READ THIS RELEASE, UNDERSTANDS IT AND IS
VOLUNTARILY EXECUTING IT AND THAT NO REPRESENTATIONS, PROMISES OR INDUCEMENTS
HAVE BEEN MADE TO EMPLOYEE EXCEPT AS SET FORTH IN THIS RELEASE VOLUNTARILY, AND
THAT HE INTENDS TO BE LEGALLY BOUND BY ITS TERMS, WITH FULL UNDERSTANDING OF ITS
CONSEQUENCES.
PLEASE READ THIS RELEASE CAREFULLY. IT COVERS ALL KNOWN AND UNKNOWN CLAIMS
INCLUDING CLAIMS UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT.
Executed at New York, New York on November 26, 2000.
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/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
15
SCHEDULE II
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INTERNATIONAL FLAVORS & FRAGRANCES INC.
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FORM OF REFERENCE PURSUANT TO
SECTION 7 OF SEPARATION AGREEMENT
DATED AS OF NOVEMBER 1, 2000
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Over the past several months as part of its strategic planning process, IFF
has been assessing the organization and evaluating what the most effective
structure should be going forward from a strategic and tactical perspective.
Most recently, decisions were made to streamline the organization by combining
the flavor and fragrance divisions in response to the competitive marketplace
and the consolidating industry situation. Specifically, Bob's position was
eliminated and during our discussions Xxx indicated that his career options and
continued growth at IFF xxxx be limited. As a result, we agreed that Xxx would
begin looking at outside opportunities.
SCHEDULE III
SECURITY AGREEMENT
International Flavors & Fragrances Inc.
000 Xxxx 00xx Xx. Xxx Xxxx, X.X. 00000
(IFF)
In consideration of my employment by IFF or any its subsidiaries therein
together call 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 which in the employ of IFF.
5. Any invention, formulae, 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 and will not accept
divulgence to it or any confidential knowledge or information which is the
property of any previous employee 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.
April 18, 1983 /s/ Xxxxxx X. Xxxxxxx
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date (signature)
