EXHIBIT 10(c)
SEPARATION AGREEMENT
This SEPARATION AGREEMENT (this "Agreement") is entered into as of the 16th
day of July, 2001 between Xxxxxxx X. Xxxx (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 Vice President, Human
Resources; and
WHEREAS, the Company and the Employee have agreed that the Employee's
employment with the Company shall terminate on December 31, 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
----------------------------------
Employee shall remain a full-time employee of the Company. Until August 31,
2001, the Employee shall continue as Vice President, Human Resources, of the
Company. Effective August 31, 2001, the Employee shall resign as Vice President,
Human Resources, and as a director and/or officer of all entities controlled
directly or indirectly by the Company (together with the Company, the "Company
Group") of which he has served as a director and/or officer prior to the date of
this Agreement Effective as of the Separation Date, the Employee shall
voluntarily resign as a director and/or officer of each Company Group entity of
which he has served as a director and/or officer and as a member of each
Administrative Committee of a Company benefit plan of which he has served as a
member, in either event prior to the date of this Agreement. Thereafter, until
the Separation Date the Employee shall perform such duties as Xxxxxxx X.
Xxxxxxxxx, Chairman and Chief Executive Officer, may reasonably assign to him.
The Employee understands that, from and
after August 31, 2001, the Company will no longer maintain an office for the
Employee at the Company's headquarters in New York, New York or any other
facility.
2. Termination of Employment Relationship; Resignation from Officerships
---------------------------------------------------------------------
and Directorships. On the Separation Date the Employee's employment with all
-----------------
members of the Company Group shall terminate.
3. Consideration to the Employee. The Company shall make the 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. Through and including
-----------------------------------------------
the Separation Date, the Employee shall continue to be paid his current base
salary of $19,583.33 per month ($235,000 per year), and shall continue to be
entitled to all of the benefits that he currently enjoys.
(b) Incentive Compensation. The Employee shall be entitled to the same
----------------------
annual incentive compensation award in respect of 2001 under the Company's
Annual Incentive Plan ("AIP"), promulgated under the Company's Stock Award and
Incentive Plan ("SAIP"), that is paid to others with the same target award as
the Employee. Any earned 2001 incentive compensation award shall be paid to the
Employee in early 2002 at the same time as incentive compensation awards under
the AIP are paid to executive employees of the Company generally. The Employee
shall also be entitled to receive one-third of any award that is paid to others
with the same target award as the Employee in respect of Cycle I under the
Company's Long-Term Incentive Plan ("LTIP") under the SAIP. Any earned Cycle I
award under the LTIP shall be paid to the Employee in early 2004 at the same
time as awards under the LTIP are paid to executive employees of the Company
generally. The Employee shall not be entitled to any other incentive
compensation, whether under the AIP, LTIP or any other plans or programs.
(c) Severance Payments. Commencing January 1, 2002 and continuing through
------------------
and including August 31, 2003 (the "Severance Period"), the Employee shall
receive monthly severance payments of $31,333.33, which is equal to the sum of
(i) his current monthly base salary ($19,583.33) and $11,750, which is an amount
equal to one-twelfth of his target 2001 annual incentive award ($9,791.66)
multiplied by 24, or $235,000, divided by 20, ("Severance Payments"). Severance
Payments shall be made semi-monthly
2
at the same times as compensation is paid to exempt United States employees of
the Company.
(d) Unused Vacation. Within thirty (30) days after the Separation Date, the
---------------
Company shall pay the Employee for 12 days of vacation in respect of 2001. The
Employee shall not be entitled to vacation pay in respect of any other year.
(e) Stock Options. The exercisability, lapsing and forfeiture of the
-------------
Employee's stock options shall be governed by the provisions of various Stock
Option Agreements between the Employee and the Company.
(f) Pension and Other Benefits. The Employee has not vested in the
--------------------------
Company's Pension Plan and Supplemental Pension Plan, and as a result shall not
be entitled to receive any pension from the Company. The Employee shall be
vested in the benefits that he accrues through December 31, 2001 under the
Company's Retirement Income Fund Plan (including the Company's Supplemental
Retirement Income Plan) and the Company's Deferred Compensation Plan. If the
Employee is participating for 2001 in the Company's Global Employee Stock
Purchase Plan ("GESPP"), he shall also be eligible to have Company common stock
purchased on his behalf for 2001 under the GESPP. 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
3
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.
(g) Company Car. On the Separation Date, the Company shall arrange at its
-----------
cost to have title to the Company-owned 1999 Grand Cherokee Limited automobile
currently provided to the Employee by the Company (the "Company Car")
transferred to him. For all periods commencing with the month of January 2002
the Employee shall be solely responsible for all costs associated with the
ownership, operation and/or maintenance of the Company Car or any other
automobile that the Employee may subsequently lease or own. The Employee shall
not be entitled to a new Company Car between the date of this Agreement and the
Separation Date, irrespective of whether, under Company policy, he would have
otherwise been so entitled.
(h) Financial Planning/Advice. Until the Separation Date, the Employee may
-------------------------
continue to use the financial planning and advice services of Xxxxxxx & Xxxxx
under the same terms and conditions as he has been using such services during
2001. Should the Employee wish to continue such services or the services of any
other financial advisor/consultant after the Separation Date, all costs and
expenses in respect of such services shall be the sole responsibility of the
Employee.
(i) Outplacement. The Company shall arrange for the Employee to have the
------------
outplacement services of a firm selected by the Company and reasonably
acceptable to the Employee, 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.
4. Noncompetition; Nonsolicitation. During the Severance Period, the
-------------------------------
Employee agrees that he shall not engage directly or indirectly in any business
which is competitive to that of the Company Group, except that Employee shall
not be prevented from owning a beneficial interest in less than five percent
(5%) of the outstanding capital stock of any publicly owned competitive company.
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
4
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 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 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. Release. As a condition to the Employee's entitlement to the
-------
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.
7. Non-Disparagement. Each of the Employee and the Company agrees 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. 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.
5
8. Cooperation and Assistance. The Employee acknowledges that he may have
--------------------------
historical information or knowledge that may be useful to the Company in
connection with current or future legal, regulatory or administrative
proceedings. The 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 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 his
company-provided laptop computer, or his rolodexes, personal diaries and
correspondence; however, the Company may require the Employee to provide such
laptop computer to the Company so that any proprietary Company information
and/or programs may be purged from such laptop computer.
10. Non-Disclosure. Under the Employee's Security Agreement with the
--------------
Company, a copy of which is attached to this Agreement as Schedule II, 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
6
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 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, 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 and no
--------------------
modification, amendment or waiver of any provision contained in this Agreement,
or any future representation, promise or condition in connection with the
7
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 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 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 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 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 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 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:
8
Xx. Xxxxxxx X. Xxxx
000 Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
If to the Company:
International Flavors & Fragrances Inc.
000 Xxxx 00xx 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 counterparts, and each
------------
counterpart, when executed, shall have the effect of a signed original.
19. Acknowledgment of Knowing and Voluntary Release; Revocation Right. The
-----------------------------------------------------------------
Employee certifies that he has read the terms of this Agreement. 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.
XXXXXXX X. XXXX
/s/ Xxxxxxx X. Xxxx July 16, 2001
------------------- -------------
Xxxxxxx X. Xxxx Date
INTERNATIONAL FLAVORS & FRAGRANCES INC.
9
By: /s/ Xxxxxxx X. Block July 16, 2001
----------------------- ------------
Xxxxxxx X. Block Date
Senior Vice-President
General Counsel
and Secretary
10
SCHEDULE I
----------
RELEASE
-------
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned, Xxxxxxx X. Xxxx,
of 000 Xxxxx Xxxxx, 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 00xx 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 July 16, 2001 (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,
11
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. xx.xx. 2000e et seq.;
(2) Section 1981 of
12
the Civil Rights Act of 1866, 42 U.S.C. ss. 1981; (3) the Americans with
Disabilities Act, 42 U.S.C. ss. 12101 et seq. (4) the Age Discrimination in
Employment Act, 29 U.S.C. xx.xx. 621-634; (5) the Equal Pay Act of 1963, 29
U.S.C. ss. 206; (6) Executive Order 11246; (7) Executive Order 11141; (8)
Section 503 of the Rehabilitation Act of 1973, 29 U.S.C. xx.xx. 701 et seq.; (9)
the Employee Retirement Income Security Act of 1974, 29 U.S.C. xx.xx. 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
13
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 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.
14
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 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 00xx 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
15
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 July 16, 2001.
/s/ Xxxxxxx X. Xxxx
------------------------
Xxxxxxx X. Xxxx
16
SCHEDULE II
-----------
IFF SECURITY AGREEMENT
International Flavors & Fragrances, Inc.
000 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000
XXXXXXX X. XXXX
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.
6/1/99 /s/ Xxxxxxx X. Xxxx
------ -------------------
date signature
17
