**EXHIBIT11.2**

 

EXECUTIVE EMPLOYMENTAGREEMENT

 

THIS AGREEMENT (“Agreement”), dated as of May 17,2002, between Technology Flavors and Fragrances, Inc., a Delaware corporationwith its principal office at 10 Edison Street East, Amityville, New York 11701(the “Company”), and Philip Rosner, an individual with an address at 23 MarionsLane, Ft. Salonga, New York 11768 (the “Executive”).

 

W I T N E S S E TH

 

WHEREAS, the Company desires to employ the Executive,and the Executive desires to accept such employment, on the terms andconditions set forth herein;

 

NOW, THEREFORE, in consideration of the mutualpromises, representations and warranties set forth herein, and for other goodand valuable consideration, it is hereby agreed as follows:

 

1.             Employment.  The Company hereby agrees to employ theExecutive, and the Executive hereby accepts such employment, upon the terms andconditions set forth herein.

 

2.             Term.  Unless earlier terminated pursuant to theprovisions of Sections 7 through 9 hereof, the term of the Executive’semployment under this Agreement shall be the three (3) year period commencingApril 1, 2002 (the “Term”).  The Termshall automatically renew for successive one year periods thereafter unlessterminated by either party by written notice to the other no later than 90 daysprior to any such renewal date, or unless earlier terminated pursuant toSections 7 through 9 hereof.

 

3.             Positionand Duties.

 

(a)           Duringthe Term, the Executive shall serve as the Chairman and Chief Executive Officerof the Company and shall have such duties as are reasonably consistent withsuch offices and as from time to time may be prescribed by the Board ofDirectors of the Company (the “Board”). The Executive shall report to the Board of Directors.

 

(b)           Atall times during the Term, the Executive shall devote his/her full businesstime and best talents, efforts and abilities to the performance of his dutieshereunder.

 

4.             Compensation.  For the Executive’s services hereunder, theCompany shall pay the Executive a salary at the rate of $243,338 per year (the“Salary”) in accordance with the customary payroll practices of theCompany.  During the Term, theExecutive’s Salary shall be reviewed at least annually and may be increased atany time, but shall not be reduced.  In 

 

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addition, the Executive may be eligible for bonuses or other forms ofincentive compensation pursuant to the Company’s Management Incentive Plan,subject to the discretion of the Board.

 

5.             Benefits.  During the period of the Executive’semployment by the Company, the Company shall provide the following benefits tothe Executive:

 

(a)           FringeBenefit Programs.  In addition tothe Salary provided in Section 4 hereof, the Executive will be entitled toparticipate in all fringe benefit programs as from time to time are or may beprovided by the Company to its executive officers (e.g., any medical,dental, group insurance, vacation, holiday, 401(k), pension, stock option, orretirement plans) in accordance with the terms and conditions thereof in effectfrom time to time.

 

(b)           Automobile.  The Company will provide the Executive witha luxury class automobile with a lease value of up to $900 per month, and willadditionally reimburse Executive for tolls, gasoline and ordinary maintenanceand repair costs incurred by the Executive, in accordance with the Company’srequirements and established practices.

 

(c)           Expenses.  The Executive also shall be entitled toreimbursement for reasonable business travel and entertainment expensesactually incurred or paid by the Employee during the Term in furtherance of theCompany’s business, to the extent that such expenditures are substantiated bythe Executive in accordance with the Company’s requirements and establishedpractices.

 

6.             RestrictiveCovenants.

 

(a)           Noncompetition.  Throughout the period commencing on the datehereof and ending the greater of (i) 12 months after the termination of theExecutive’s employment with the Company for any reason, or (ii) the periodcommensurate with the Executive’s right, if any, to receive severance pursuantto paragraph 9 hereof, the Executive shall not, without the prior writtenconsent of the Company, directly or indirectly, own, manage, control orparticipate in the ownership, management or control of, or be employed orengaged by or otherwise affiliated or associated with, whether as a soleproprietor, shareholder (except as a holder of not more than three (3) percentof the outstanding shares of a publicly held corporation), owner, partner,joint venturer, employee, agent, manager, salesman, consultant, advisor,independent contractor, officer, director, promotor or otherwise, whether ornot for compensation, with respect to any corporation, partnership,proprietorship, firm, association or other business entity, including, withoutlimitation, any not-for-profit entity, whose primary business purpose isengaging in any “Company Business” (as hereinafter defined).  For purposes of this Agreement, the term“Company Business” shall mean any corporation, partnership, proprietorship, firm,association or other business entity, including, without limitation, anynot-for-profit entity, which is engaged in (i) any business presently conductedby the Company, (ii) any other business conducted by the Company during theperiod of the Executive’s employment with the Company, or (iii) any otherbusiness conducted by the Company during the 12 consecutive month periodfollowing the termination of the Executive’s employment with the Company.

 

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(b)           Nonsolicitationof Customers or Suppliers. Throughout the period commencing on the date hereof and ending thegreater of (i) 12 months after the termination of the Executive’s employmentwith the Company for any reason, or (ii) the period commensurate with theExecutive’s right, if any, to receive severance payments pursuant to paragraph9, the Executive shall not, without the prior written consent of the Company,directly or indirectly, for himself, on behalf of, or through any person orentity, (i) hire, engage, employ, solicit or contract with, or communicate withfor the purpose of hiring, engaging, employing, soliciting or contracting with,any employee, consultant, and/or agent of the Company or any person or entitywho was an employee, consultant and/or agent of the Company at any time withinthe one-year period immediately prior to the termination of the Executive’semployment with the Company, or encourage any such employee, consultant and/oragent of the Company to terminate, curtail or otherwise alter its relationshipwith the Company, (ii) solicit any past, present or prospective customers orsuppliers of the Company, or other persons in a business relationship with theCompany, for business or patronage in any way relating to any aspect of any CompanyBusiness, other than on behalf of the Company in the course of the Executive’semployment; or (iii) request customers or suppliers of the Company, or otherpersons in a business relationship with the Company, to cancel, curtail ordivert their business with the Company, or otherwise take action with respectto such customers or suppliers or other persons which might have an adverseeffect on any Company Business.

 

(c)           Nondisclosureof Information.  At all times fromand after the date hereof, the Executive shall not, without the prior writtenconsent of the Company, directly or indirectly, disclose, divulge, discuss,provide, transmit, copy, make known to any third party, or use or cause to beused in any manner, including, without limitation, in competition with orcontrary to the interests of the Company, any trade secrets or confidentialinformation, knowledge or data, whether of a technical or commercial nature,developed, in whole or in part, by the Executive or received or acquiredthrough or in connection with the Executive’s association with the Company,including, without limitation, any of the foregoing relating to managerial oroperational policies, ideas, plans, methods, practices or procedures, customerlists, inventions, products, formulas, manufacturing methods, product research,pricing, financial arrangements, financial positions, competitive status,customer or suppliers matters, internal organizational matters, technicalcapabilities or other business affairs of or relating to the Company or theCompany Business.  The Executiveacknowledges that all of the foregoing constitutes proprietary information,which is the exclusive property of the Company.

 

(d)           Ifany court of competent jurisdiction determines that any of the provisions ofthis Section 6, or any part(s) thereof, is invalid or unenforceable for anyreason, such court shall have the power to modify any such provision(s) and/orpart(s), and, in their modified form, the provisions of this Section 6 shallthen be valid and enforceable.

 

(e)           Anybreach by the Executive of any of the provisions of this Section 6 shall beconsidered a material breach of this Agreement.  In the event of any such breach or threatened breach, the Companyshall be entitled, without the proving of damages or the posting of a bond, toa temporary restraining order, a preliminary injunction and/or a permanentinjunction restraining the breaching or threatening party from breaching orcontinuing to breach any of said Sections. Nothing herein contained shall be construed as prohibiting the

 

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Company from pursuing any other remedies that may be available to itfor such breach or threatened breach, including the recovering of damages.

 

(f)            Theprovisions of this Section 6 shall survive termination of this Agreement.

 

7.             Termination.  Subject to the provisions contained inSections 8 and 9 below, the employment hereunder of the Executive may beterminated prior to the expiration of the Term in the manner described in thisSection 7.

 

(a)           Terminationby the Company for Cause.  TheCompany shall have the right to terminate the employment of the Executive forCause (as such term is defined herein) by written notice to the Executivespecifying the particulars of the circumstances forming the basis for suchCause.  The Executive shall have aperiod of 30 days to cure said circumstances; provided that no such notice andcure period must be given if the Company previously has given Executive such anotice and cure period pursuant to this provision.

 

(b)           Terminationupon Death or Disability.  Theemployment of the Executive hereunder shall terminate immediately upon his/herdeath, or upon the receipt by the Executive of written notice from the Companyof termination by reason of Disability (as defined herein) at any time afterthe expiration of any consecutive three (3) month period, or any aggregate ofthree (3) months in any twelve-month period, during which the Executive isunable by reason of Disability to perform the duties required of him under thisAgreement, provided that such notice is given to the Executive prior to thefull resumption by him of the performance of such duties.   For purposes of this Section, “Disability”shall mean any physical or mental condition of the Executive whichsubstantially incapacitates or prevents him from satisfactorily performing hisduties hereunder.

 

(c)           Terminationby the Executive.  The Executiveshall have the right to voluntarily resign his/her employment hereunder by 60days’ advance written notice to the Company. The Executive also shall have the right to terminate his/her employmentfor Good Reason (as defined below) pursuant to the terms and conditionsprovided in Sections 8 and 9 below.

 

(d)           Terminationby the Company Without Cause.  TheCompany shall have the right to terminate the Executive’s employment hereunderwithout Cause by written notice to the Executive.

 

(e)           TerminationDate.  The “Termination Date” is thedate as of which the Executive’s employment with the Company terminates.  Any notice of termination given pursuant tothe provisions of this Agreement shall specify the Termination Date.

 

(f)            “Cause”.  For purposes of this Agreement, “Cause”shall exist if the Executive (A) wilfully or repeatedly fails in any material respectto satisfactorily perform his duties and obligations hereunder as providedherein; (B) has been convicted of a crime or has entered a plea of guilty ornolo contendere with respect thereto; (C) has committed any act inconnection with his employment with the Company which involved fraud, grossnegligence, misappropriation of funds, dishonesty, disloyalty, breach offiduciary duty or any other

 

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misconduct injurious to the Company or any affiliate thereof; (D) hasengaged in any conduct which in the reasonable determination of the Company islikely to adversely affect in any material respect the reputation or publicimage of the Company or any affiliate thereof; (E) has breached any of theprovisions of Section 6 of this Agreement, (F) has breached any of therepresentations or warranties contained in Section 10 hereof, or (G) hasmaterially breached any provisions of this Agreement in any manner other thanthose set forth above.

 

8.             Changein Control Provisions.  For purposesof this Agreement, the following terms shall have the following meanings:

 

8.1           “Changein Control” shall mean and be deemed to have occurred if:

 

(a)           theacquisition by any Person of beneficial ownership (within the meaning of Rule13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”)) of 50% or more of the combined voting power of the then outstandingVoting Stock of the Company; provided, however, that for purposesof this Section 8.1, the following acquisitions shall not constitute a Changeof Control: (i) any issuance of Voting Stock of the Company directly from theCompany that is approved by the Incumbent Board (as defined in Section 8.1(b)below), (ii) any acquisition by the Company of Voting Stock of the Company, or(iii) any acquisition of Voting Stock of the Company by any Person pursuant toa Business Combination (as defined in Section 8.1(c) below) that complies withclauses (i) and (ii) of Section 8.1(c) below; or

 

(b)           individualswho, as of the date hereof, constitute the Board (the “Incumbent Board”)cease for any reason to constitute at least a majority of the Board; provided,however, that any individual becoming a member of the Board (a “Director”)subsequent to the date hereof whose election, or nomination for election by theCompany’s stockholders, was approved by a vote of at least two–thirds ofthe Directors then comprising the Incumbent Board (either by a specific vote orby approval of the proxy statement of the Company in which such person is namedas a nominee for director, without objection to such nomination) shall bedeemed to have been a member of the Incumbent Board, but excluding, for thispurpose, any such individual whose initial assumption of office occurs as a resultof an actual or threatened election contest (within the meaning of Rule l4a–11of the Exchange Act) with respect to the election or removal of Directors orother actual or threatened solicitation of proxies or consents by or on behalfof a Person other than the Board; or

 

(c)           thereoccurs a consummation of a reorganization, merger or consolidation, a sale orother disposition of all or substantially all of the assets of the Company, orother transaction (each, a “Business Combination”), unless, in eachcase, immediately following such Business Combination: (i) all or substantiallyall of the individuals and entities who were the beneficial owners of VotingStock of the Company immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 50% of the combined votingpower of the then outstanding shares of Voting Stock of the entity resultingfrom such Business Combination (including, without limitation, an entity whichas a result of such transaction owns the Company or all or substantially all ofthe Company’s assets either directly or through one or more subsidiaries) insubstantially the same proportions relative to each other as their ownership,immediately prior to such Business Combination (other than the Company or

 

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such entity resulting from such Business Combination beneficially owns,directly or indirectly, 50% or more of the combined voting power of the thenoutstanding shares of Voting Stock of the entity resulting from such BusinessCombination); and (ii) at least a majority of the members of the board ofdirectors of the entity resulting from such Business Combination were membersof the Incumbent Board at the time of the execution of the initial agreement orof the action of the Board providing for such Business Combination; or

 

(d)           thestockholders of the Company approve (i) the sale or disposition by the Company(other than to a subsidiary of the Company) of all or substantially all of theassets of the Company, or (ii) a complete liquidation or dissolution of theCompany.

 

8.2           “Company”shall mean Technology Flavors & Fragrances, Inc. and any successor to itsbusiness and/or assets which assumes (either expressly, by operation of law orotherwise) and/or agrees to perform this Agreement by operation of law orotherwise (except in determining, under this Section, whether or not any Changein Control of the Company has occurred in connection with such succession).

 

8.3           “GoodReason” for termination by the Executive of the Executive’s employment inconnection with or as a result of any Change in Control shall mean theoccurrence (without the Executive’s prior express written consent) of any oneof the following acts, or failures to act, unless, in the case of any act orfailure to act described in clauses (a), (d), (e) or (f) below, such act orfailure to act is corrected by the Company or any subsidiary prior to the Dateof Termination specified in the Notice of Termination given in respect thereof:

 

(a)           assignmentto the Executive of any duties or responsibilities inconsistent with theExecutive’s most significant position(s) (including without limitation, status,offices, titles and reporting responsibilities/rights) as an executive officerof the Company and/or a subsidiary held during the one hundred eighty (180) dayperiod immediately preceding any related Potential Change in Control (asdefined in Section 8.5), or a substantial adverse alteration of the Executive’sposition or title(s) with the Company or any subsidiary or in the nature ofsuch status, offices, titles and reporting responsibilities/rights;

 

(b)           areduction in the Executive’s Annual Base Salary as in effect on the date ofthis Agreement or as the same may be increased at any time thereafter and fromtime to time;

 

(c)           therelocation of the Company’s principal executive offices to a location more thanthirty (30) miles from its location on the date of this Agreement (or, ifdifferent, more than thirty (30) miles from where such offices are locatedimmediately prior to any Potential Change of Control) or the Company’srequiring the Executive to be based anywhere other than the location where theExecutive is performing his duties immediately prior to any Potential Change inControl, except for required travel on the Company’s business to an extentsubstantially consistent with the Executive’s business travel obligations as ofthe date of the Potential Change in Control;

 

(d)           anyfailure by the Company to comply with any of the provisions of this Agreement,other than an isolated, insubstantial and inadvertent failure not occurring in

 

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bad faith and which is remedied by the Company promptly after receiptof notice thereof given by the Executive;

 

(e)           thefailure by the Company or a subsidiary to continue in effect any pensionbenefit or incentive or deferred compensation plan in which the Executiveparticipates immediately prior to any Potential Change in Control which ismaterial to the Executive’s total compensation, unless an equitable arrangement(embodied in an ongoing substitute or alternative plan or arrangement) has beenmade with respect to such plan, or the failure by the Company or a subsidiaryto continue the Executive’s participation therein (or in such substitute oralternative plan or arrangement) on a basis not materially less favorable, bothin terms of the amount of benefits provided and the level of the Executive’sparticipation relative to other participants, as existed at the time of thePotential Change in Control;

 

(f)            thefailure by the Company or a subsidiary to continue to provide the Executivewith health and welfare benefits substantially similar to those enjoyed by theExecutive under any of the Company’s or a subsidiary’s retirement, lifeinsurance, medical, health and accident, or disability or similar plans inwhich the Executive was participating at the time of any Potential Change inControl, the taking of any action by the Company or a subsidiary which woulddirectly or indirectly materially reduce any of such benefits or deprive theExecutive of any material fringe benefit enjoyed by the Executive at the timeof the Potential Change in Control, or the failure by the Company or asubsidiary to provide the Executive with the number of paid vacation days towhich the Executive is entitled in accordance with the Company or asubsidiary’s normal vacation policy in effect at the time of the PotentialChange in Control;

 

8.4           “Person”shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act,as modified, applied and used in Sections 13(d) and 14(d) thereof; provided,however, a Person shall not include (a) the Company or any of itssubsidiaries, (b) a trustee or other fiduciary holding securities under anemployee benefit plan of the Company or any of its subsidiaries (in itscapacity as such), (c) an underwriter temporarily holding securitiespursuant to an offering of such securities, or (d) a corporation or otherentity owned, directly or indirectly, by the stockholders of the Company insubstantially the same character and proportions as their ownership of stock ofthe Company.

 

8.5           **“**PotentialChange in Control**”** shall mean and be deemed to have occurredif:

 

(a)           theCompany enters into an agreement, the consummation of which would result in theoccurrence of a Change in Control;

 

(b)           (i) theCompany enters into an agreement, the consummation of which would result in theoccurrence of a Change of Control, or (ii) the Board adopts a resolutionto the effect that, for purposes of this Agreement, a Potential Change inControl has occurred; and/or

 

(c)           anyPerson becomes, after the date hereof, the Beneficial Owner, directly orindirectly, of securities of the Company representing twenty-five percent (25%)or

 

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more of the combined voting power of the Company’s then outstandingshares of Voting Stock, or any Person increases such Person’s beneficialownership of such securities by five (5) percentage points or more over thepercentage so owned by such Person on the date hereof.

 

8.6           **“**VotingStock**”**means securities entitled to vote generally in the election ofdirectors.

 

9.             Obligationsof Company on Termination. Notwithstanding anything in this Agreement to the contrary, theCompany’s obligations on termination of the Executive’s employment hereundershall be as described in this Section 9.

 

(a)           Obligationsof the Company in the Case of Termination Without Cause.  In the event that prior to the expiration ofthe Term, the Company terminates the Executive’s employment, without Cause,pursuant to Section 7(d), the Company shall pay the Executive, as severance,ongoing payments of the Executive’s Salary for the entirety of the portion ofthe Term which remains after the date of termination.  Such severance payments will be in addition to any accrued butunused vacation, unpaid expense reimbursements or other benefits as required bylaw which may be due to Executive as of the date of termination hereunder, andwhich shall be paid to the Executive in a lump sum within 30 days after thedate of termination.  In addition to theforegoing, in the event of a termination of employment pursuant to this Section9(a), the Company shall, at its expense, continue to provide the Executive withall medical benefits for the remainder of the Term.

 

(b)           Obligationsof the Company following a Change In Control in the Case of Termination by theCompany Without Cause or by Executive for Good Reason.  In the event that prior to the expiration ofthe Term, but following or in connection with, as a result of or inanticipation of, a Change of Control or Potential Change of Control, theExecutive’s employment is terminated (i) by the Company without Cause, pursuantto Section 7(d), or (ii) by the Executive for Good Reason, pursuant to Section7(c), then the Company shall pay the Executive, as severance, in a lump sumpayable on the 30th day after the date of termination, the sum of (x) allamounts of Salary accrued, but unpaid, at the date of termination, (y) allamounts of Salary for the entirety of the portion of the Term which remainsafter the date of termination, and (z) an amount equal to two years’ Salary(provided, however, that the amount provided in subparagraph (z) shall bereduced proportionately to the extent and for such length of time the Executiveelects to remain employed after a Change of Control), in addition to theportion, if any, of Executive’s Salary that is accrued but unpaid as of thedate of termination, any unpaid expense reimbursements or unpaid vested benefitpayments accrued as of the date of termination and such benefits as the Companyis obligated by law to extend to Executive, if any.  In addition to the foregoing, in the event of a termination ofemployment pursuant to this Section 9(b), the Company shall, at its expense,continue to provide the Executive with all medical benefits for the remainderof the Term.

 

(c)           Obligationsof the Company in the Case of Termination for Death, Disability, VoluntaryResignation or Cause.  Upontermination of the Executive’s employment upon death or Disability (pursuant toSection 7(b)), as a result of the voluntary resignation of the Executive(pursuant to Section 7(c)) or for Cause (pursuant to Section 8(a)), the Companyshall have no payment or other obligations hereunder to the Executive, exceptfor (i) the payment of

 

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the portion, if any, of Executive’s Salary that is accrued but unpaidas of the date of termination, and (ii) the payment of any unpaid expensereimbursements or unpaid vested benefit payments accrued as of the date oftermination.

 

(d)           Inthe event of the death of the Executive during the time any payments are due toExecutive pursuant to either subparagraph (a) or (b) hereof, the Company shallmake any such payments to the duly authorized personal representative or estateof the Executive.

 

10.           MutualRepresentations.

 

(a)           Executiverepresents and warrants to the Company that the execution, delivery andperformance of this Agreement (i) shall not constitute a default under orconflict with any agreement or other instrument to which he is a party or bywhich he is bound, and (ii) does not require the consent of any person orentity.

 

(b)           Executiverepresents and warrants that he has completely and truthfully disclosed to theCompany all material information relating to his background, education andprior employment, to the best of his knowledge.

 

(c)           TheCompany represents and warrants to Executive that this Agreement has been dulyauthorized, executed and delivered by the Company and that the performance bythe Company of its obligations hereunder shall not constitute a default underor conflict with any material agreement or other instrument to which it is aparty or by which it is bound.

 

(d)           Eachparty hereto warrants and represents to the other that this Agreementconstitutes the valid and binding obligation of such party enforceable againstsuch party in accordance with its terms.

 

11.           Severability.  Should any provision of this Agreement beheld, by a court of competent jurisdiction or by an Arbitrator, as the case maybe, to be invalid or unenforceable, such invalidity or unenforceability shallnot render the entire Agreement invalid or unenforceable, and this Agreementand each other provision hereof shall be enforceable and valid to the fullestextent permitted by law.

 

12.           GoverningLaw.  This Agreement shall beconstrued in accordance with and governed by the laws of the State of New York,without regard to any rules concerning the conflicts of laws.

 

13.           Arbitration,Dispute Resolution and Jurisdiction. Except as otherwise provided below, any controversy or claim arising outof or relating to this Agreement, or the breach thereof, shall be settled byarbitration administered by the American Arbitration Association under itsNational Rules for the Resolution of Employment Disputes (the “Rules”) ineffect at the time of such arbitration, before a single neutral arbitratorselected in accordance with such Rules.  It is expressly agreed that the arbitrator shall not have thepower to award punitive damages to any party. Judgment upon the award rendered by such arbitrator may be entered byany court having jurisdiction thereof. Notwithstanding the foregoing, the Company and the

 

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Executive agree that any action or proceeding seeking temporary orpermanent injunctive relief arising out of an alleged breach of Section 6 ofthis Agreement will be instituted exclusively in the state courts located inNew York, or in the United States District Courts for the Southern or EasternDistricts of New York, and irrevocably and voluntarily submit to personaljurisdiction in the State of New York and in the Federal and state courts insuch state located in the Southern or Eastern Districts of New York withrespect to any such claim for injunctive relief arising under Section 6 of thisAgreement, and further do irrevocably and unconditionally waive and agree notto plead, to the fullest extent permitted by law, any objection that they maynow or hereafter have to the laying of venue or the convenience of the forum ofsuch action or proceeding with respect to Section 6 of this Agreement in anysuch courts.  The Company and the Executivefurther consent and agree that in connection with any judicial or arbitralproceeding hereunder, the parties hereto may be served with process in the samemanner as a notice may be given under Section 14.

 

14.           Notices.  All notices, requests and demands given toor made upon the respective parties hereto shall be deemed to have been givenor made three business days after the date of mailing when mailed by registeredor certified mail, postage prepaid, or on the date of delivery if delivered byhand, or one business day after the date of delivery to Federal Express orother reputable overnight delivery service, addressed to the parties at theiraddresses set forth below or to such other addresses furnished by notice givenin accordance with this Section 13: (a) if to the Company or the Board, to Technology Flavors &Fragrances, Inc., 10 Edison Street East, Amityville, New York 11701,Attention:  Board of Directors, with acopy to Arent Fox Kinter Plotkin & Kahn, PLLC, 1675 Broadway, New York, NewYork 10019, Attention:  Edward S. Feig,Esq.; and (b) if to the Executive, to 23 Marions Lane, Ft. Salonga, NewYork 11768.

 

15.           Withholding.  All payments required to be made by theCompany to the Executive under this Agreement shall be subject to withholdingtaxes, social security and other payroll deductions in accordance withapplicable law and the Company’s policies applicable to Executive employees ofthe Company.

 

16.           CompleteUnderstanding.  This Agreementsupersedes any prior contracts, understandings, discussions and agreementsrelating to employment between the Executive and the Company and constitutesthe complete understanding between the parties with respect to the subjectmatter hereof.  No statement, representation,warranty or covenant has been made by either party with respect to the subjectmatter hereof except as expressly set forth herein.

 

17.           Modification;Waiver.

 

(a)           ThisAgreement may be amended or waived if, and only if, such amendment or waiver isin writing and signed, in the case of an amendment, by the Company and theExecutive or in the case of a waiver, by the party against whom the waiver isto be effective.  Any such waiver shallbe effective only to the extent specifically set forth in such writing.

 

(b)           Nofailure or delay by any party in exercising any right, power or privilegehereunder shall operate as a waiver thereof, nor shall any single or partialexercise

 

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thereof preclude any other or further exercise thereof or the exerciseof any other right, power or privilege.

 

18.           BindingNature.  This Agreement shall bebinding upon the Company and its successors, assigns and affiliates, and uponExecutive and his heirs and legal representatives.

 

19.           Non-Assignment.  Executive shall not assign any of his rightsor duties hereunder.

 

**IN WITNESS WHEREOF**, the Company has causedthis Agreement to be duly executed in its corporate name by one of its officersduly authorized to enter into and execute this Agreement, and the Executive hasmanually signed hisname hereto, all as of the day and yearfirst above written.

 

THE COMPANY:

TECHNOLOGY FLAVORS& FRAGRANCES, INC.

 

 
| By:            |    |   |   |
|----------------|---------|--------|--------|
| Name:          | Witness |
| Title:         |    |
|           |    |
| THE EXECUTIVE: |    |
|           |    |
|           |    |   |
| Philip Rosner  | Witness |

 

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