Retirement Agreement


     

    Exhibit
      10.1

     

    RETIREMENT
      AGREEMENT

     

    RETIREMENT
      AGREEMENT
      (“Agreement”),
      dated
      as of April 3, 2006 between International
      Flavors & Fragrances Inc.,
      a New
      York corporation (the “Company”), and Richard
      A. Goldstein
      (“Executive”), a citizen of the State of New York.

     

    WHEREAS
      Executive and the Company have agreed that Executive will retire from the
      Company as of May 9, 2006; and

     

    WHEREAS
      the
      parties wish to document the terms and conditions pertaining to the
      retirement;

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and agreements set forth herein, and other
      good and valuable consideration, the receipt of which are hereby acknowledged,
      the Company and Executive hereby agree as follows:

     

    Section 1.  Retirement.
      Executive hereby retires and resigns effective May 9, 2006 (the “Retirement
      Date”), from all of his positions with the Company, the Board, any affiliate of
      the Company and all boards of directors of such affiliates, and agrees to
      execute and deliver any and all further documentation reasonably requested
      by
      the Company in order to evidence and effect the retirement.

     

    Section 2.  Separation
      Payments.
      Upon
      Executive’s retirement, the Company shall provide Executive with the following
      payments and benefits. Amounts and benefits described in Sections 2(a), (b),
      (c), (d), (e) and f(ii) through (v) are expressly conditioned on Executive’s
      execution of (and nonrevocation of) the General Release attached hereto as
      Exhibit A and compliance with the provisions of Section 3 hereof.

     

    (a)  Cash
      Severance.
      Executive shall receive a cash payment in the gross amount of $1,533,933.33
      which is equal to the sum of (i) his annual rate of salary immediately
      prior to the Retirement Date plus (ii) the average Annual Incentive Plan
      (“AIP”) award for 2003, 2004 and 2005 (the “Cash Severance Amount”). The
      Company shall pay the Cash Severance Amount to Executive on November 10,
      2006.

     

    (b)  2006
      AIP Bonus.
      Executive shall be eligible to receive a 2006 AIP bonus based on the Company’s
      fiscal 2006 actual results prorated based on the number of days from the
      beginning of fiscal year through the Retirement Date divided by 365, to be
      payable at the same time as other senior executives from the Company receive
      their AIP bonuses.

     

    (c)  Stock
      Options and Restricted Stock Units.
      Executive is retiring after age 62 under the terms of his various stock option
      and restricted stock unit agreements. Accordingly, Executive’s options shall be
      exercisable, and restricted stock unit awards shall vest, as
      follows:

     

    
      	
              Options

            
	
              Grant
                Date

            	
              Number
                of Shares

            	
              Options
                Exercisable Until

            
	
              June
                1, 2000

            	
              500,000

            	
              June
                1, 2010

            
	
              June
                1, 2000

            	
              200,000

            	
              August
                9, 2006

            
	
              May
                16, 2001

            	
              101,000

            	
              May
                16, 2011

            
	
              May
                7, 2002

            	
              140,000

            	
              May
                7, 2012

            
	
              March
                11, 2003

            	
              140,000

            	
              March
                11, 2013

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Restricted
                Stock Units

            
	
              Grant
                Date

            	
              Number
                of Shares

            	
              Vesting
                Date

            
	
              May
                11, 2004

            	
              42,536

            	
              May
                11, 2007

            
	
              March
                8, 2005

            	
              9,450

            	
              March
                8, 2008

            


    

    


    (d)  Long
      Term Incentive (“LTI”) Awards.
      Executive shall receive payment(s) (if any) under the 2004-2006 and 2005-2007
      LTI cycles based on the number of days worked in each LTI cycle and based on
      actual results for each LTI cycle, which payment(s) (if any) will be paid when
      the LTI award for such cycle is otherwise payable to other participants in
      the
      cycle.

     

    (e)  Performance
      Incentive Award.
      Executive shall receive a payment (if any) under the August 1, 2002 Performance
      Incentive Award (the “PIA Award”) based on performance of the PIA Award through
      May 9, 2006. Such amount (if any) will be paid to Executive within five (5)
      business days after such performance has been determined (but no earlier than
      the date severance is payable under Section 2(a) above).

     

    (f)  Benefits.

     

    (i)  Executive
      shall receive any and all benefits accrued under any deferred compensation
      or
      qualified or non-qualified pension plan in which he currently participates
      (other than any severance plan) in accordance with, and subject to, the
      terms thereof; provided that no such deferred compensation or non-qualified
      pension benefits shall be paid prior to November 10, 2006 (the first
      date on which they would not be subject to the tax imposed by Section 409A
      of the Code); and provided further that no interest shall accrue on deferred
      compensation or non-qualified pension amounts that otherwise would have been
      payable prior to November 10, 2006.  In accordance with Section V of the
      Memorandum of Understanding that became effective as of June 1, 2000 (the
“MOU”), Executive will be paid a single lump sum of $3,016,014 on November 10,
      2006. Executive shall also be covered by retiree life insurance coverage with
      death benefits equal to $1,150,000.

     

    (ii)  For
      the
      period of time between the Retirement Date and Executive’s 65th birthday,
      Executive and his spouse and eligible dependents shall continue to be covered
      by
      medical plans in which he participated immediately prior to the Retirement
      Date,
      as if he had continued to be an active employee of the Company, and the Company
      shall continue to pay the costs of such coverage under such plans on the same
      basis as is applicable to active employees covered thereunder; provided that,
      if
      participation in any one or more of such plans is not possible under the terms
      thereof, the Company shall provide substantially identical benefits or, at
      Executive’s election, reimburse Executive for his cost of obtaining comparable
      coverage from a third-party insurer. Such coverage shall cease if and when
      Executive obtains employment with another employer during such period and
      becomes eligible for medical coverage provided by his new employer. Executive’s
      Retirement Date shall be considered a “qualifying event” as defined in Title I,
      part 6 of the Employee Retirement Income Security Act of 1974
      (“COBRA”).

     

    (iii)  Prior
      to
      Executive’s 65th birthday, Executive and his eligible dependents shall be
      entitled to retiree medical coverage on the same basis as retiree medical
      coverage is made available generally to senior executives of the Company, with
      such coverage being secondary to any medical coverage at Executive’s prior
      employer and Section 2(f)(ii) above. Upon attainment of Executive’s or a
      dependent’s 65th birthday, such retiree medical coverage shall be secondary to
      Medicare and shall also continue to be secondary to any retiree medical coverage
      maintained by a prior employer.

     

    
      
        
        

      

      
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    (iv)  Executive
      shall be reimbursed for up to $25,000 of expenses incurred by him for financial
      and tax planning between his Retirement Date and the first anniversary of his
      Retirement Date.

     

    (v)  Executive
      shall be reimbursed for up to $40,000 of reasonable legal and professional
      fees
      incurred by him for the negotiation and documentation of this
      Agreement.

     

    (vi)  Executive
      shall be entitled to payment for 0 days of accrued but unused vacation.
      Executive shall not be entitled to receive any payments or other compensation
      attributable to vacation he would have earned had his employment continued
      beyond his Retirement Date, and Executive waives any right to receive such
      compensation.

     

    (vii)  Executive
      shall be entitled to reimbursement for reasonable business and fringe benefit
      expenses incurred by him prior to the Retirement Date in accordance with Company
      policy in effect on the Retirement Date.

     

    Section 3.  Confidentiality,
      Non-Competition and Non-Solicitation.

     

    (a)  Obligations
      of the Executive.
      The
      following requirements must be met by the Executive as a condition to his right
      to receive, continue to receive, or retain certain payments and benefits under
      Section 2 of this Agreement:

     

    (i)  The
      Executive, acting alone or with others, directly or indirectly, shall not,
      during the Non-competition Period, either as employee, employer, consultant,
      advisor, or director, or as an owner, investor, partner, or shareholder unless
      the Executive’s interest is insubstantial, engage in or become associated with a
“Competitive Activity.” For this purpose, (A) the “Non-competition Period”
means the period of time during which Executive is employed by the Company
      and
      the one-year period following Executive’s Retirement Date; and (B) the term
“Competitive Activity” means any business or other endeavor that engages in a
      line of business in any geographic location that is substantially the same
      as
      either (1) any line of operating business which the Company or a subsidiary
      engages in, conducts, or to the knowledge of the Executive, has definitive
      plans
      to engage in or conduct, or (2) any operating business that has been
      engaged in or conducted by the Company or a subsidiary and as to which, to
      the
      knowledge of the Executive, the Company or subsidiary has covenanted in writing,
      in connection with the disposition of such business, not to compete therewith.
      The Compensation Committee of the Board (the “Committee”) shall, in the
      reasonable exercise of its discretion, determine which lines of business the
      Company and its subsidiaries conduct as of the Retirement Date and which third
      parties may reasonably be deemed to be in competition with the Company and
      its
      subsidiaries. For purposes of this Section 3(a) (including clause
      (ii) below), the Executive’s interest as a shareholder is insubstantial if
      it represents beneficial ownership of less than five (5%) percent of the
      outstanding stock, and the Executive’s interest as an owner, investor, or
      partner is insubstantial if it represents ownership, as determined by the
      Committee in its discretion, of less than five (5%) percent of the outstanding
      equity of the entity. In addition, the phrase “become associated with” shall not
      include Executive’s mere affiliation (as a partner, director, consultant or
      otherwise) with (i) a venture capital fund, hedge fund or other private equity
      fund or firm, or (ii) a law, accounting, investment banking, consulting or
      other
      professional service firm that engages in or becomes associated with a
      Competitive Activity; provided that Executive is not otherwise directly or
      indirectly engaged in the acquisition or operation of an entity that engages
      in
      or becomes associated with a Competitive Activity.

     

    
      
        
        

      

      
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    (ii)  During
      Executive’s employment with the Company and during the one-year period following
      Executive’s Retirement Date, the Executive, acting alone or with others,
      directly or indirectly, shall not (A) induce any customer or supplier of
      the Company or a subsidiary
      or affiliate, or other company with which the Company or a subsidiary or
      affiliate has a business relationship, to curtail, cancel, not renew, or not
      continue his or her or its business with the Company or any subsidiary or
      affiliate; or (B) induce, or attempt to influence, any employee of or
      service provider to the Company or a subsidiary or affiliate to terminate such
      employment or service.

     

    (iii)  The
      Executive shall not disclose, use, sell, or otherwise transfer any confidential
      or proprietary information of the Company or any subsidiary or affiliate,
      including but not limited to information regarding the Company’s current and
      potential customers, organization, employees, finances, and methods of operation
      and investments, so long as such information has not otherwise been disclosed
      to
      the public or is not otherwise in the public domain, except as required by
      law
      or pursuant to legal process.

     

    (iv)  The
      Executive shall cooperate with the Company or any subsidiary or affiliate by
      making himself available to testify on behalf of the Company or such subsidiary
      or affiliate in any action, suit, or proceeding, whether civil, criminal,
      administrative, or investigative, and otherwise to assist the Company or any
      subsidiary or affiliate in any such action, suit, or proceeding by providing
      information and meeting and consulting with members of management of, other
      representatives of, or counsel to, the Company or such subsidiary or affiliate,
      as reasonably requested. The Company shall reimburse the Executive for any
      out-of-pocket expenses including the reasonable fees of the Executive’s personal
      attorney, which he incurs in connection with such cooperation.

     

    (b)  Non-Disparagement. 
      Each of the Executive and the Company agrees that at no time will either the
      Executive 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. 

     

    (c) 
Effect
      of the Executive’s Failure to Comply with Obligations.
      The
      Company shall have no obligations to make payments or provide benefits to the
      Executive under this Agreement if the Executive has failed or fails to comply
      with the obligations set forth in Sections 3(a) or 3(b) during the relevant
      time periods set forth therein, other than inadvertent and inconsequential
      events constituting non-compliance, at any time during Executive’s employment
      with the Company or following Executive’s Retirement Date.

     

    (d)  Clawback
      Provision.
      If the
      Executive has failed to comply with the obligations under Sections 3(a) or
      3(b) (other than an inadvertent and inconsequential event constituting
      non-compliance) during Executive’s employment with the Company or the one-year
      period following Executive’s Retirement Date, all of the following forfeitures
      will result:

     

    (i)  The
      unexercised portion of any option, whether or not vested, and any other award
      not then vested will be immediately forfeited and canceled.

     

    (ii)  The
      Executive will be obligated to repay to the Company, in cash, within five (5)
      business days after demand is made therefor by the Company,

     

    
      
        
        

      

      
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      (A)  the
        total
        amount of any cash payments made to the Executive under this Agreement, other
        than (1) such Executive’s annual salary that had been payable as of the date of
        his Retirement Date, together with salary, incentive compensation and benefits
        which had been earned or become payable as of the date of termination but
        which
        had not yet been paid to the Executive and unreimbursed business expenses
        reimbursable under Company policies then in effect, and (2) cash payments
        under
        welfare benefit plans;

    

     

    (B)  other
      cash amounts paid to the Executive under any AIP and LTIP awards since the
      date
      two years prior to the Executive’s Retirement Date; and

     

    (C)  the
      Award
      Gain (as defined below) realized by the Executive upon each exercise of an
      option or settlement of a restricted stock unit award (regardless of any
      elective deferral) since the date two years prior to Executive’s Retirement
      Date. For purposes of this Section 3(d), the term “Award Gain” shall mean (1),
      in respect of a given option exercise, the product of (X) the fair market value
      per share of stock at the date of such exercise (without regard to any
      subsequent change in the market price of shares) minus the exercise price times
      (Y) the number of shares as to which the option was exercised at that date,
      and
      (2), in respect of any other settlement of an award granted to the Executive,
      the fair market value of the cash or stock paid or payable to the Executive
      (regardless of any elective deferral) less any cash or the fair market value
      of
      any stock or property (excluding any payment of tax withholding) paid by the
      Executive to the Company as a condition of or in connection with such
      settlement.

     

    Section 4.  Setoff.
      No
      payments or benefits payable to or with respect to Executive pursuant to this
      Agreement shall be reduced by any amount Executive may earn or receive from
      employment with another employer or from any other source, except as expressly
      provided in Section 2(f)(ii).

     

    Section 5.  Indemnification;
      D&O Coverage.
      The
      Company shall continue to indemnify Executive and provide directors’ and
      officers’ liability insurance coverage (including, where required, legal
      defense) for actions prior to Executive’s Retirement Date to the same extent it
      indemnifies and provides liability insurance coverage to then-current officers
      and directors of the Company.

     

    Section 6.  Successors
      and Assigns.
      This
      Agreement shall be binding upon Executive and upon Executive’s heirs,
      administrators, representatives, executors and successors and shall inure to
      the
      benefit of the Releasees (as defined in Exhibit A) and to their heirs,
      administrators, representatives, executors, successors, and assigns. No interest
      of Executive, his spouse or any other beneficiary under this Agreement, or
      any
      right to receive any payment or distribution thereunder, shall be subject to
      any
      sale, transfer, assignment, pledge, attachment, garnishment or other alienation
      or encumbrance of any kind.

     

    Section 7.  Binding
      Effect; Revocation; Modification.
      The
      parties understand and agree that this Agreement is final and binding and
      constitutes the complete and exclusive statement of the terms and conditions
      relating to Executive’s retirement, that this Agreement supersedes all prior
      agreements and understandings (oral or written) between Executive and the
      Releasees relating to Executive’s employment, Retirement Date, or otherwise,
      including but not limited to the MOU, that no representations or commitments
      were made by the parties to induce this Agreement other than as expressly set
      forth herein and that this Agreement is fully understood by the parties.
      Executive further represents that Executive has had the opportunity and time
      to
      consult with legal counsel and other personal or financial advisors of his
      own
      choosing concerning the provisions of the General Release and that Executive
      has
      been given twenty-one (21) days within which to execute the General Release
      and 

     

    
      
        
        

      

      
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    seven
      (7) days following that execution to revoke the General Release. To be
      effective, any such revocation must be in writing and actually delivered no
      later than the close of business on the 7th day following Executive’s execution
      of the General Release to the office of the Company’s General Counsel. No
      obligation upon the Company set forth herein shall be effective, and no payment
      or other benefit shall be required to be made or provided to Executive
      hereunder, any earlier than the 8th day following Executive’s execution of the
      General Release. This Agreement may not be modified or supplemented except
      by a
      subsequent written agreement signed by the party against whom enforcement of
      the
      modification is sought.

     

    Section 8.  Governing
      Law.
      The
      validity, construction and enforceability of this Agreement shall be governed
      in
      all respects by the laws of the State of New York, without regard to its
      conflicts of laws rules.

     

    Section 9.  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.

     

    Section 10.  Waiver;
      Severability.
      No
      waiver by any party at any time of any breach by any other party of, or
      compliance with, any condition or provision of this Agreement to be performed
      by
      any other party shall be deemed a waiver of any other provision of this
      Agreement, or of any subsequent breach by such party of a provision of this
      Agreement. If any of the provisions of this Agreement shall otherwise contravene
      or be invalid under the laws of any state or other jurisdiction where it is
      applicable but for such contravention or invalidity, such contravention or
      invalidity shall not invalidate all of the provisions of this Agreement, but
      rather this Agreement shall be reformed and construed, insofar as the laws
      of
      that state or jurisdiction are concerned, as not containing the provision or
      provisions, but only to the extent that they are contravening or are invalid
      under the laws of that state or jurisdiction, and the rights and obligations
      created hereby shall be reformed and construed and enforced
      accordingly.

     

    Section 11.  Return
      of Property to the Company.
      All
      Company property, including but not limited to any Company-owned automobile,
      BlackBerry, cell phone, computer, printer, fax machine, and all memoranda,
      notes, lists, records and other documents or papers (and all copies thereof),
      including items stored in computer memories or by other means, made or compiled
      by Executive or made available to Executive relating to the Company or its
      affiliates or its business, are and shall remain the property of the Company,
      and either have been or shall be delivered to the Company promptly upon the
      Executive’s Retirement Date. Executive may purchase the Company-owned automobile
      or other Company-owned equipment in accordance with Company policy and
      instructions.

     

    Section 12.  Withholding.
      The
      Company may withhold from any amounts payable under this Agreement such federal,
      state and local taxes as may be required to be withheld pursuant to applicable
      laws or regulations.

     

    Section 13.  Counterparts.
      This
      Agreement may be executed by either of the parties hereto in counterparts,
      each
      of which shall be deemed to be an original, but all such counterparts shall
      together constitute one and the same instrument.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement on the date appearing next to their
      signatures.

    
      
         

        
          
            
              	 	
                      International
                        Flavors & Fragrances Inc.

                       

                       

                    


            

            
              
                	 Date:  April
                        3, 2006	 By:	      
                        /s/ Dennis M. Meany


              

            

            
              
                	
                      	Name:	Dennis M. Meany
	 	Title:	Senior
                        Vice President, General Counsel and Secretary


                
                   

                  
                    
                      
                        	
                                 Date: 
                                  April 3, 2006

                              	
                                   
                                  /s/ Richard A. Goldstein

                              
	 	
                                 
                                  Richard A. Goldstein 

                                 

                              


                      

                    

                     

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
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    May
      Not Be Executed

    Before
      May 9, 2006

     

    EXHIBIT
      A

    GENERAL
      RELEASE

     

    As
      a
      material inducement to the Company to enter into the Retirement Agreement to
      which this General Release is an Exhibit, Executive hereby irrevocably and
      unconditionally releases, acquits and forever discharges the Company, its
      successors, assigns, agents, directors, officers, executives, representatives,
      subsidiaries, divisions, parent corporations and affiliates, and all other
      persons acting by, through or in concert with any of them (collectively, the
      “Releasees”)
      from
      any and all charges, complaints, claims, liabilities, obligations, promises,
      agreements, actions, damages, expenses (including attorneys’ fees and costs
      actually incurred), or any rights of any and every kind or nature, accrued
      or
      unaccrued, known or unknown, which Executive has or claims to have arising
      out
      of facts and circumstances which have occurred or existed prior to, or which
      are
      occurring and do exist as of, the date of Executive’s execution of this
      Agreement against each or any of the Releasees. This release (the
“Release”) pertains to but is in no way limited to all matters relating to
      or arising out of Executive’s employment and the cessation of his employment by
      the Company and all claims for severance benefits or other payments which are
      not express obligations of the Company under this Agreement, or otherwise.
      The
      Release further pertains to, but is in no way limited to, rights and claims
      under the Age Discrimination in Employment Act of 1967, Title VII of the
      Civil Rights Act, as amended, the Americans With Disabilities Act, the Family
      Medical Leave Act, and all other state, local or municipal fair employment
      and
      discrimination laws, and all claims under common law, whether based in tort
      or
      contract, law or equity.

     

    Notwithstanding
      anything herein to the contrary, this General Release does not apply to: (i)
      claims that arise after the Executive’s Retirement Date; (ii) the Executive’s
      rights under any tax-qualified pension or claims for accrued vested benefits
      under any other employee benefit plan, policy or arrangements maintained by
      the
      Company or under COBRA; (iii) worker’s compensation claims and any other claims
      that cannot be waived by law; (iv) the Executive’s rights to enforce this
      Agreement; or (v) the Executive’s rights as a stockholder.

     

    This
      Agreement is not intended to and does not interfere with the Equal Employment
      Opportunity Commission’s right to enforce anti-discrimination laws or to seek
      relief that will benefit the public and any victim of unlawful employment
      practices who have not waived their claims. Therefore, by signing this
      Agreement, Executive waives any right to personally recover against the Company,
      but Executive is not prevented from filing a charge with, or testifying,
      assisting, or participating in any proceeding brought by the EEOC, concerning
      an
      alleged discriminatory practice of the Company.

     

    IN
      WITNESS WHEREOF, I have executed this General Release this ____ day of May,
      2006.

    
       

       

      
        
          	
                   

                	
                   

                
	 	
                  Richard
                    A. Goldstein 

                   

                


        

      

       

    

    
      
        
        

      

      
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