exv10w2






Exhibit 10.2




INTERNATIONAL FLAVORS & FRAGRANCES INC.




2000 Stock Award and Incentive Plan,

as amended and restated effective as of December 31, 2007




U.S. Restricted Stock Units Agreement



This Restricted Stock Units Agreement (the “Agreement”) confirms the grant on             , 20___
(the “Grant Date”) by INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York corporation (the
“Company”), to                                         (“Employee”) of Restricted Stock Units (the “Units”), as follows:




     Number granted:                         Units



Units vest: 20% of the Units will vest on             , 20___, and an additional 20% of
the Units will vest on each anniversary thereof in 20___, 20___, 20___, and 20___(each of
those five dates being a “Stated Vesting Date”), if such Units have not previously been
forfeited. In addition, the Units, if not previously forfeited, will become
immediately vested upon a Change in Control or upon the occurrence of certain events
relating to termination of employment in accordance with Section 4 hereof. The Units
scheduled to vest on a given Stated Vesting Date are referred to as a “Tranche” (so,
for example, the Units scheduled to vest on             , 20___are the “20___Tranche”).



Settlement: Units granted hereunder will be settled by delivery of one share of the
Company’s Common Stock, par value $.12-1/2 per share, for each Unit being settled.
Such settlement shall occur promptly on or following the vesting (the lapse of the risk
of forfeiture) of each Unit as specified above, subject to Section 6. Any reference in
this Agreement to settlement “promptly” following a vesting date requires that shares
be delivered no more than 60 days after the settlement date. The foregoing
notwithstanding, settlement shall be deferred in certain cases if so elected by
Employee by filling out the following section, executing the Agreement and returning it
to the Company by                     , 20___or as otherwise provided under Section 6 hereof:




Check Only One:




Note: You may elect to defer any Tranche or combination of Tranches. If a given
Tranche is not deferred. the Units in that Tranche will be settled promptly
following the date of vesting (this includes any date following Termination of
Employment deemed to result from continued vesting under Section 4(b) or (c))




For the following                                         Tranche(s) (fill in vesting years of Tranches being
deferred, and fill out one but not both of the following):




	 	        	 	I hereby elect to defer the settlement of the indicated Units
until the first business day of the year   (date must be after
the Stated Vesting Date of any affected Tranche).*
	 
	 	        	 	I hereby elect to defer the settlement of the indicated Units
until my Termination of Employment for any reason, including Retirement, at
which time settlement will occur promptly but subject to the six-month delay
rule of Section 6(b), if applicable.**






For the following                     Tranche(s) (fill in vesting years of Tranches being
deferred, and fill out one but not both of the following):




	 	        	 	I hereby elect to defer the settlement of the indicated Units
until the first business day of the year   (date must be after
the Stated Vesting Date of any affected Tranche).*




 









 






	 	        	 	I hereby elect to defer the settlement of the indicated Units
until my Termination of Employment for any reason, including Retirement, at
which time settlement will occur promptly but subject to the six-month delay
rule of Section 6(b), if applicable.**






For the following                     Tranche(s) (fill in vesting years of Tranches being
deferred, and fill out one but not both of the following):




	 	        	 	I hereby elect to defer the settlement of the indicated Units
until the first business day of the year   (date must be after
the Stated Vesting Date of any affected Tranche)*.
	 
	 	        	 	I hereby elect to defer the settlement of the indicated Units
until my Termination of Employment for any reason, including Retirement, at
which time settlement will occur promptly but subject to the six-month delay
rule of Section 6(b), if applicable.**







 




			
	*	 	Subject to accelerated settlement of the deferred Units in
the event of a Change in Control (subject to Section 6) and accelerated
settlement of previously vested Units in the event of Employee’s Termination
of Employment for any reason, including Normal or Early Retirement, after the
Stated Vesting Date, at which time settlement will occur promptly but subject
to the six-month delay rule of Section 6(b), if applicable.
	 
	**	 	Subject to accelerated settlement of the deferred Units in
the event of a Change in Control (subject to Section 6).
	 
		 	(Note:  Attach additional copies of this page with further elections, if more than
three different elections for specific Tranches are desired.)







If I have elected to defer the settlement of my Units, I acknowledge and agree that,
if the Company declares and pays a dividend of any kind on the Company’s Common
Stock, amounts equivalent to such dividends will be paid on any vested Units after
the Stated Vesting Date, even if such Units have not been settled, and that such
dividend equivalents will be treated as compensation to me.



* * * * * *



The Units are granted under Section 6(e) of the 2000 Stock Award and Incentive Plan, as amended and
restated effective as of December 31, 2007(the “Plan”), and are subject to the terms and conditions
of the Plan and this Agreement, including the Terms and Conditions of Restricted Stock Units
attached hereto. The number of Units and the kind of shares deliverable in settlement of Units are
subject to adjustment in accordance with Section 5 hereof and Section 11(c) of the Plan.



Employee acknowledges and agrees that (i) Units are nontransferable, except as provided in Section
3 hereof and Section 11(b) of the Plan, (ii) Units, and certain amounts of gain realized upon
settlement of Units, are subject to forfeiture in the event Employee fails to meet applicable
requirements relating to non-competition, confidentiality, non-solicitation of customers,
suppliers, business associates, employees and service providers, non-disparagement and cooperation
in litigation with respect to the Company and its subsidiaries and affiliates, and financial
reporting, as set forth in Section 7 hereof and Section 10 of the Plan, (iii) Units are subject to
forfeiture in the event of Employee’s Termination of Employment in certain circumstances prior to
vesting, as specified in Section 4 hereof, (iv) sales of shares delivered in settlement of Units
will be subject to the Company’s policies regulating trading by employees and (v) a copy of the
Plan and related prospectus have previously been delivered to Employee, are being delivered to
Employee or are available as specified in Section 1 hereof. In addition, and without limiting the
foregoing, Employee consents, acknowledges and agrees that, as a condition to the grant of Units
hereunder, Section 10(d) of the Plan, which relates to forfeitures of Awards (as defined in the
Plan)




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in the event of financial reporting misconduct, will apply to the Units granted hereunder as well
as to any other Awards that may have been granted to Employee prior to the Grant Date set forth
above.




     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this Agreement to be
executed by its officer thereunto duly authorized, and Employee has duly executed this Agreement,
by which each has agreed to the terms of this Agreement.



	 	 	 	 	 	 	 
	Employee	 	 	 	INTERNATIONAL FLAVORS & FRAGRANCES INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	 
	 

Name

	 	 	 	 	 	 
 Dennis
M. Meany
	 

	 	 	 	 	 	Senior Vice President, General
Counsel and Secretary






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TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS




     The following Terms and Conditions apply to the Units granted to Employee by INTERNATIONAL
FLAVORS & FRAGRANCES INC. (the “Company”), as specified in the U.S. Restricted Stock Units
Agreement (of which these Terms and Conditions form a part). Certain terms of the Units, including
the number of Units granted, vesting date(s) and settlement date, are set forth on the preceding
pages.



     1. General. The Units are granted to Employee under the Company’s 2000 Stock Award and
Incentive Plan (the “Plan”), a copy of which is available for review, along with other documents
constituting the “prospectus” for the Plan, on the Company’s intranet site at One IFF/Corporate/Law
Department. All of the applicable terms, conditions and other provisions of the Plan are
incorporated by reference herein. Capitalized terms used in this Agreement but not defined herein
shall have the same meanings as in the Plan. If there is any conflict between the provisions of
this document and mandatory provisions of the Plan, the provisions of the Plan govern. By
accepting the grant of the Units, Employee agrees to be bound by all of the terms and provisions of
the Plan (as presently in effect or later amended), the rules and regulations under the Plan
adopted from time to time, and the decisions and determinations of the Company’s Compensation
Committee (the “Committee”) made from time to time, provided that no such Plan amendment, rule or
regulation or Committee decision or determination shall materially and adversely affect the rights
of the Employee with respect to outstanding Units.



     2. Account for Employee. The Company shall maintain a bookkeeping account for Employee (the
“Account”) reflecting the number of Units then credited to Employee hereunder as a result of such
grant of Units.



     3. Nontransferability. Until Units become settleable in accordance with the terms of this
Agreement, Employee may not transfer Units or any rights hereunder to any third party other than by
will or the applicable laws of descent and distribution, except for transfers to a Beneficiary upon
death of Employee or otherwise if and to the extent permitted by the Company and subject to the
conditions under Section 11(b) of the Plan.



     4. Termination Provisions. The following provisions will govern the vesting and forfeiture of
the Units in the event of Employee’s Termination of Employment (as defined below), provided that
the Committee retains its powers to accelerate vesting or modify these terms, subject to the
consent of Employee in the case of a modification materially adverse to Employee and subject to
Section 6(b) hereof:




     (a) Voluntary Resignation and Termination by the Company for Cause. In the event of
Employee’s Termination of Employment due to his or her voluntary resignation (other than a
Normal or Early Retirement governed by clause (b) or (c) below) or Termination of
Employment by the Company for Cause (as defined below), all unvested Units will be
immediately forfeited, and the portion of the then-outstanding Units that is vested and
non-forfeitable at the date of Termination will be settled promptly following such
Termination, subject to the six-month delay rule in Section 6(b) if applicable.




     (b) Disability or Normal Retirement. In the event of Employee’s Termination of
Employment due to Disability (as defined below) or Normal Retirement (as defined below),
Employee’s unvested Units will not be forfeited, but will remain outstanding and will
become vested at the applicable date under this Agreement as though Employee had not had
such a Termination of Employment; provided that Employee shall forfeit the unvested Units
if before the date of vesting Employee engages in an activity that results in a Forfeiture
Event set forth in Section 10 of the Plan. Upon vesting, such Units will be settled
promptly. Units vested prior to such Termination will be settled promptly following such
Termination, subject to the six-month delay rule in Section 6(b) if applicable.



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Employee acknowledges that the Committee has relied on the discretion granted to it
under Section 10(e) of the Plan in requiring forfeiture upon occurrence of a Forfeiture
Event during the applicable post-Termination period.




     (c) Termination by the Company Not for Cause or Early Retirement. In the event of
Employee’s Termination of Employment by the Company not for Cause or Employee’s Early
Retirement, the following rules apply:




	 	•	 	A pro rata portion of Employee’s then unvested Units will not be forfeited,
but will remain outstanding and will become vested at the applicable date
under this Agreement as though Employee had not had such a Termination of
Employment. This pro rata portion will be determined by multiplying the
number of Units in the Tranche scheduled to vest at the next Stated Vesting
Date by a fraction the numerator of which is the number of days from the
latest Stated Vesting Date that has already occurred to the date of Employee’s
Termination of Employment and the denominator of which is 365; provided that
Employee shall forfeit such unvested Units if before the date of vesting
Employee engages in activity that results in a Forfeiture Event set forth in
Section 10 of the Plan. Employee acknowledges that the Committee has relied
on the discretion granted to it under Section 10(e) of the Plan in requiring
forfeiture upon occurrence of a Forfeiture Event during the applicable
post-Termination period.
	 
	 	•	 	Employee’s Units that had not become vested before such Termination of
Employment and which are not included in the pro rata portion subject to
continued vesting will be immediately forfeited.
	 
	 	•	 	Upon vesting of the Units included in the pro rata portion subject to
continued vesting, such Units will be settled promptly as provided herein.
	 
	 	•	 	Units vested prior to such Termination will be settled promptly after such
Termination, subject to the six-month delay rule in Section 6(b) if
applicable.






     (d) Death. In the event of Employee’s Termination of Employment due to death or the
death of Employee following Termination (including death after Termination but prior to
vesting of Units not otherwise forfeited hereunder), Employee’s unvested Units will not be
forfeited but will become immediately vested, and such Units and any Units vested prior to
death will be settled promptly as provided herein.




     (e) Certain Definitions. The following definitions apply for purposes of this
Agreement:




	 	(i)	 	“Cause” has the meaning as defined in the Company’s Executive
Separation Policy or any successor policy thereto, as in effect at the time of
Employee’s Termination of Employment.
	 
	 	(ii)	 	“Disability” means a disability entitling Employee to long-term
disability benefits under the Company’s long-term disability policy as in effect
at the date of Employee’s termination of employment, upon written evidence of such
total disability from a medical doctor in a form satisfactory to the Company.
	 
	 	(iii)	 	“Early Retirement” means Termination of Employment by either the
Company or Employee after Employee has attained age 55 and before he or she has
attained age 62 if at the time of Termination Employee has ten or more years in
the employ of the Company and/or its subsidiaries.
	 
	 	(iv)	 	“Normal Retirement” means Termination of Employment by either the
Company or Employee after Employee has attained age 62.
	 
	 	(v)	 	“Termination of Employment” means the event by which Employee ceases
to be




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	 	 	 	employed by the Company or any subsidiary of the Company and, immediately
thereafter, is not employed by or providing substantial services to any of the
Company or a subsidiary of the Company (subject to Section 6(b)). If Employee is
granted a leave of absence for military or governmental service or other purposes
approved by the Board, he or she shall be considered as continuing in the employ of
the Company, or of a subsidiary of the Company, for the purpose of this subsection,
while on such authorized leave of absence.






5. Dividends and Adjustments.




     (a) Dividends. No dividends or dividend equivalents will be credited or paid on any
unvested Units. Units that, at the relevant dividend record date that occurs before the
issuance of shares in settlement of Units, previously have been vested (i.e., Units
deferred as to settlement under Section 6), shall be entitled to payments or credits
equivalent to dividends that would have been paid if the Units had been outstanding shares
at such record date. The form and timing of such payments will be in the discretion of the
Committee.




     (b) Adjustments. The number of Units credited to Employee’s Account and/or the
property deliverable upon settlement of Units shall be appropriately adjusted, in order to
prevent dilution or enlargement of Employee’s rights with respect to Units in connection
with, or to reflect any changes in the number and kind of outstanding shares of Common
Stock resulting from, any corporate transaction or event referred to in the first sentence
of Section 11(c) of the Plan (this provision takes precedence over Section 5(a) in the case
of a large and non-recurring cash dividend or any non-cash dividend).




     (c) Risk of Forfeiture and Settlement of Units Resulting from Adjustments. Units
(and other property deliverable in settlement of Units) which directly or indirectly result
from adjustments to a Unit granted hereunder shall be subject to the same risk of
forfeiture (including additional forfeiture terms of Section 10 of the Plan) as applies to
the granted Unit and will be settled at the same time as the granted Unit.




6. Deferral of Settlement.




     (a) Voluntary Deferral. Settlement of any Unit, which otherwise would occur upon the
vesting or lapse of the risk of forfeiture of such Unit, will be deferred in certain cases
if and to the extent so elected by Employee in accordance with the cover page of this
Agreement.




     (b) Code Section 409A Compliance. Deferrals, whether elective or mandatory under the
terms of this Agreement (this generally includes terms providing for post-termination
vesting), shall comply with requirements under Section 409A of the Internal Revenue Code
(the “Code”). Other provisions of this Agreement notwithstanding, under U.S. federal
income tax laws and Treasury Regulations (including any other applicable guidance) as
presently in effect or hereafter implemented, (i) a distribution in settlement of Units to
Employee triggered by a Termination of Employment will occur only if the Termination
constitutes a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i)
and, if at the time of such separation from service Employee is a “specified employee”
under Code Section 409A(a)(2)(B)(i) and a delay in distribution is required in order that
Employee will not be subject to a tax penalty under Code Section 409A, such distribution in
settlement of Units will occur at the date six months after Termination of Employment; (ii)
any Units deemed to constitute a deferral of compensation under Code Section 409A will be
subject to accelerated settlement under Section 9(a) of the Plan or otherwise upon a Change
in Control only if there occurs a transaction relating to the Change in Control that
constitutes a change in the ownership or effective control of the corporation or in the
ownership of a substantial



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portion of the assets of the corporation within the meaning of Section
409A(a)(2)(A)(v), with the settlement in such case to be triggered by the occurrence of
such transaction; and (iii) any rights of Employee or retained authority of the Company
with respect to Units hereunder shall be automatically modified and limited to the extent
necessary so that Employee will not be deemed to be in constructive receipt of income
relating to the Units prior to the distribution and so that Employee shall not be subject
to any penalty under Code Section 409A. In this regard, the Company shall have no retained
discretion to accelerate the settlement of the Units beyond that permitted under Code
Section 409A without triggering any tax penalty.




7. Additional Forfeiture Provisions. Employee agrees that, by signing this Agreement and
accepting the grant of the Units, the forfeiture conditions set forth in Section 10 of the
Plan shall apply to all Units hereunder and to gains realized upon the vesting of the
Units. For the purpose of the forfeiture conditions set forth in Section 10 of the Plan,
gains will be deemed to be realized at the time of vesting for any Units the settlement of
which is deferred at the election of Employee.




8. Employee Representations and Warranties Upon Settlement. As a condition to the
settlement of the Units, the Company may require Employee to make any representation or
warranty to the Company as may be required under any applicable law or regulation, and to
make a representation and warranty that no Forfeiture Event has occurred or is contemplated
within the meaning of Section 10 of the Plan.




9. Other Terms Relating to Units.




     (a) Fractional Units and Shares. The number of Units credited to Employee’s Account
shall include fractional Units, if any, calculated to at least three decimal places, unless
otherwise determined by the Committee. Unless settlement is effected through a third-party
broker or agent that can accommodate fractional shares (without requiring issuance of a
fractional share by the Company), upon settlement of the Units Employee shall be paid, in
cash, an amount equal to the value of any fractional share that would have otherwise been
deliverable in settlement of such Units.




     (b) Mandatory Tax Withholding. Unless otherwise determined by the Committee, at the
time of settlement the Company will withhold from any shares deliverable in settlement of
the Units, in accordance with Section 11(d) of the Plan, the number of shares having a
value nearest to, but not exceeding, the amount of income taxes, employment taxes or other
withholding amounts required to be withheld under applicable local laws and regulations,
and pay the amount of such withholding taxes in cash to the appropriate taxing authorities.
Employee will be responsible for any taxes relating to the Units not satisfied by means of
such mandatory withholding.




     (c) Statements. An individual statement of each Employee’s Account will be issued to
each Employee at such times as may be determined by the Company. Such a statement shall
reflect the number of Units credited to Employee’s Account, transactions therein during the
period covered by the statement, and other information deemed relevant by the Committee.
Such a statement may be combined with or include information regarding other plans and
compensatory arrangements for employees. Any statement containing an error shall not,
however, represent a binding obligation to the extent of such error.




     (d) Employee Consent. By signing this Agreement, Employee voluntarily acknowledges
and consents to the collection, use processing and transfer of personal data as described
in this Section 9(d). Employee is not obliged to consent to such collection, use,
processing and transfer of personal data; however, failure to provide the consent may
affect Employee’s ability to participate in the Plan. The Company and its



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subsidiaries hold, for the purpose of managing and administering the Plan, certain
personal information about Employee, including Employee’s name, home address and telephone
number, date of birth, social security number or other employee identification number,
salary, nationality, job title, any shares of stock or directorships held in the Company,
and details of all options or any other entitlement to shares of stock awarded, canceled,
purchased, vested, unvested or outstanding in Employee’s favor (“Data”). The Company
and/or its subsidiaries will transfer Data among themselves as necessary for the purpose of
implementation, administration and management of Employee’s participation in the Plan and
the Company and/or any of its subsidiaries may each further transfer Data to any third
parties assisting the Company in the implementation, administration and management of the
Plan. These recipients may be located in the European Economic Area, or elsewhere
throughout the world, such as the United States. Employee authorizes them to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing Employee’s participation in the Plan, including
any requisite transfer of such Data as may be required for the administration of the Plan
and/or the subsequent holding of shares on Employee’s behalf to a broker or other third
party with whom Employee may elect to deposit any shares acquired pursuant to the Plan.
Employee may, at any time, review Data, require any necessary amendments to it or withdraw
the consents herein in writing by contacting the Company; however, withdrawing consent may
affect Employee’s ability to participate in the Plan.




     (e) Voluntary Participation. Employee’s participation in the Plan is voluntary. The
value of the Units is an extraordinary item of compensation. As such, the Units are not
part of normal or expected compensation for purposes of calculating any severance,
resignation, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments. Rather, the awarding of Units to Employee under
the Plan represents a mere investment opportunity.




     (f) Consent to Electronic Delivery. EMPLOYEE HEREBY CONSENTS TO ELECTRONIC DELIVERY
OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO THE PLAN
(COLLECTIVELY, THE “PLAN DOCUMENTS”). THE COMPANY WILL DELIVER THE PLAN DOCUMENTS
ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET WEBSITE OR
BY ANOTHER MODE OF ELECTRONIC DELIVERY AS DETERMINED BY THE COMPANY IN ITS SOLE DISCRETION.
THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT WHEN A NEW PLAN DOCUMENT IS
AVAILABLE ELECTRONICALLY FOR EMPLOYEE’S REVIEW, DOWNLOAD OR PRINTING AND WILL PROVIDE
INSTRUCTIONS ON WHERE THE PLAN DOCUMENT CAN BE FOUND. UNLESS OTHERWISE SPECIFIED IN
WRITING BY THE COMPANY, EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS
ELECTRONICALLY THROUGH THE COMPANY’S COMPUTER NETWORK. EMPLOYEE WILL HAVE THE RIGHT TO
RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO
THE ADDRESS SPECIFIED IN SECTION 10(e) HEREOF. EMPLOYEE’S CONSENT TO ELECTRONIC DELIVERY
OF THE PLAN DOCUMENTS WILL BE VALID AND REMAIN EFFECTIVE UNTIL THE EARLIER OF (I) THE
TERMINATION OF EMPLOYEE’S PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE’S
CONSENT TO ELECTRONIC DELIVERY OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES
THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO ELECTRONIC
DELIVERY OF THE PLAN DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS
SPECIFIED IN SECTION 10(e) HEREOF. IF EMPLOYEE WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC
DELIVERY, THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN DOCUMENTS WITHIN TEN
(10) BUSINESS DAYS OF ITS RECEIPT OF THE



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WITHDRAWAL NOTICE. EMPLOYEE ACKNOWLEDGES THAT HE OR SHE IS ABLE TO ACCESS, VIEW AND
RETAIN AN E-MAIL ANNOUNCEMENT INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN
EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.




10. Miscellaneous.




     (a) Binding Agreement; Written Amendments. This Agreement shall be binding upon the
heirs, executors, administrators and successors of the parties. This Agreement constitutes
the entire agreement between the parties with respect to the Units, and supersedes any
prior agreements or documents with respect thereto. No amendment or alteration of this
Agreement which may impose any additional obligation upon the Company shall be valid unless
expressed in a written instrument duly executed in the name of the Company, and no
amendment, alteration, suspension or termination of this Agreement which may materially
impair the rights of Employee with respect to the Units shall be valid unless expressed in
a written instrument executed by Employee.




     (b) No Promise of Employment. The Units and the granting thereof shall not constitute
or be evidence of any agreement or understanding, express or implied, that Employee has a
right to continue as an officer or employee of the Company for any period of time, or at
any particular rate of compensation. Employee acknowledges and agrees that the Plan is
discretionary in nature and limited in duration, and may be amended, cancelled, or
terminated by the Company, in its sole discretion, at any time, provided, however that any
outstanding Units shall not be materially and adversely affected. The grant of Units under
the Plan is a one-time benefit and does not create any contractual or other right to
receive a grant of restricted stock units or stock options or benefits in lieu of units or
stock options in the future. Future grants, if any, will be at the sole discretion of the
Company, including, but not limited to, the timing of any grant, the number of units and
vesting provisions.




     (c) Unfunded Plan. Any provision for distribution in settlement of Employee’s Account
hereunder shall be by means of bookkeeping entries on the books of the Company and shall
not create in Employee any right to, or claim against any, specific assets of the Company,
nor result in the creation of any trust or escrow account for Employee. With respect to
Employee’s entitlement to any distribution hereunder, Employee shall be a general creditor
of the Company.




     (d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING THOSE GOVERNING CONTRACTS) OF THE STATE
OF NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE
FEDERAL LAW. The Units and the granting thereof are subject to the Employee’s compliance
with the applicable law of the jurisdiction of Employee’s employment.




     (e) Notices. Any notice to be given the Company under this Agreement shall be
addressed to the Company at 521 West 57th Street, New York, NY 10019, attention:
Corporate Secretary, and any notice to the Employee shall be addressed to the Employee at
Employee’s address as then appearing in the records of the Company.




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