EX-4.3





 Exhibit 4.3 

INTERNATIONAL FLAVORS & FRAGRANCES INC. 

2023 DEFERRED COMPENSATION PLAN 

1. Purpose. The purpose of this Deferred Compensation Plan (the “Plan”) is to provide to members of a select group of
management or highly compensated employees of International Flavors & Fragrances Inc. (the “Company”) and its subsidiaries and/or its affiliates who are selected for participation in the Plan, and
non-employee directors of the Company, a means to defer receipt of specified portions of compensation and to have such deferred amounts treated as if invested in specified investment vehicles, in order to
enhance the competitiveness of the Company’s executive compensation program and, therefore, its ability to attract and retain qualified key personnel necessary for the continued success and progress of the Company, and to encourage such persons
to retain a significant equity stake in the Company. 
 2. Definitions. In addition to the terms defined in Section 1
above, the following terms used in the Plan shall have the meanings set forth below: 
 (a) “Administrator” means the officer or
committee of officers of the Company designated by the Committee to administer the Plan. The full Committee may perform any function of the Administrator hereunder, in which case the term “Administrator” shall refer to the Committee. 

(b) “Beneficiary” means any family member or members, including by marriage or adoption, any trust in which the Participant or any
family member or members have more than 50% of the beneficial interest, any foundation in which the Participant or any family member or members control the management of assets, and any other entity in which the Participant or any family member or
members own more than 50% of the voting interests, in each case designated by the Participant in his or her most recent written Beneficiary designation filed with the Committee as entitled to exercise rights or receive benefits under the Plan in
connection with the Participant’s Deferral Account (or any portion thereof), or if there is no surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to exercise
rights or receive benefits under the Plan in connection with the Participant’s Deferral Account on behalf or in lieu of such non-surviving designated Beneficiary. 

(c) “Board” or “Board of Directors” means the Board of Directors of the Company. 

(d) “Cash Deferral” means that portion of the assets of a Participant’s Deferral Account which is attributable to cash-based deferrals made by Participant and investment results earned (or lost) thereon. 
 (e)
“Change in Control” shall be deemed to have occurred if, in connection with any of the foregoing events, there occurs a change in the ownership of the Company, a change in effective control of the Company, or a change in the ownership of a
substantial portion of the assets of the Company (as defined in Treasury Regulation § 1.409A-3(i)(5)): 
  

	 	(i)	 Any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange Act (other than
the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership
of stock of the Company), acquires voting securities of the Company and immediately thereafter is a “50% Beneficial Owner.” For purposes of this provision, a “50% Beneficial Owner” shall mean a person who is the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then-outstanding voting securities; provided, however, that the term “50% Beneficial Owner” shall not include any person who shall become the beneficial owner of 50% or more of the combined voting
















	 	
power of the Company’s then-outstanding voting securities solely as a result of an acquisition by the Company of its voting securities, until such
time thereafter as such person shall become the beneficial owner (other than by means of a stock dividend or stock split) of any additional voting securities and becomes a 50% Beneficial Owner in accordance with this clause (i); 


 

	 	(ii)	 Individuals who on January 1, 2023 constitute the Board, and any new director (other than a director whose
initial assumption of office is in connection with an actual or threatened election consent, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose election by the Board or nomination for
election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on such effective date or whose election or
nomination for election was previously so approved or recommended, cease for any reason to constitute at least a majority thereof; 


  

	 	(iii)	 There is consummated a merger, consolidation, recapitalization, or reorganization of the Company, or a reverse
stock split of any class of voting securities of the Company, if, immediately following consummation of any of the foregoing, either (1) individuals who, immediately prior to such consummation, constitute the Board do not constitute at least a
majority of the members of the board of directors of the Company or the surviving or parent entity, as the case may be, or (2) the voting securities of the Company outstanding immediately prior to such recommendation do not represent (either by
remaining outstanding or by being converted into voting securities of a surviving or parent entity) at least 50% or more of the combined voting power of the outstanding voting securities of the Company or such surviving or parent entity; or



  

	 	(iv)	 The shareholders of the Company have approved a plan of complete liquidation of the Company or there is
consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction have a similar effect). 



(f) “Code” means the Internal Revenue Code of 1986, as amended. References to any provision of the Code or regulation (including a
proposed regulation) thereunder shall include any successor provisions or regulations and applicable Internal Revenue Service guidance. 

(g) “Committee” means the Compensation Committee of the Board of Directors or such other committee designated under
Section 3(b), to which the Board has delegated the authority to take action under the Plan. The full Board may perform any function of the Committee hereunder, in which case the term “Committee” shall refer to the Board. 

(h) “Deferral” means a Cash Deferral or Deferred Stock 

(i) “Deferral Account” means the account or sub account established and maintained by the Company for specified Deferrals by a
Participant, as described in Section 6. Deferral Accounts will be maintained solely as bookkeeping entries by the Company to evidence unfunded obligations of the Company. 

(j) “Deferred Stock” means a credit to the Participant’s Deferral Account representing the right to receive one share of Stock
for each share of Deferred Stock so credited, together with rights to dividend equivalents and other rights and limitations specified in the Plan. 

  
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 (k) “Disability” means an event which results in the Participant being
(i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12
months, or (ii), by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a
period of not less than three months under an accident and health plan covering employees of the Company or its subsidiaries. 
 (l)
“Exchange Act” means the Securities Exchange Act of 1934, as amended. References to any provision of the Exchange Act or rule thereunder shall include any successor provisions or rules. 

(m) “Fair Market Value” means the fair market value of a share of Stock with respect to any day shall be the closing sales price on
the immediately preceding business day of a share of Stock as reported on the New York Stock Exchange. 
 (n) “Matching Account”
means the sub account under a Participant’s Deferral Account which reflects Matching Contributions under the Plan and amounts of hypothetical income and appreciation and depreciation in value of such sub account. 

(o) “Matching Contributions” means contributions to a Participant’s Matching Account made in accordance with Section 7.

 (p) “Participant” means any employee of the Company or any subsidiary or affiliate who is designated by the Committee as
eligible to participate and who participates or makes an election to participate in the Plan, or any non-employee director of the Company who participates or makes an election to participate in the Plan. 

(q) “Retirement” means a Participant’s termination of employment (i) at or after attaining age 62, (ii) at or after
attaining age 55 with at least ten years of service to the Company and its subsidiaries and affiliates (including any service to predecessor companies acquired by the Company or its subsidiaries or affiliates) or (iii), in the case of a non-employee director of the Company, any termination of service as a director. 
 (r) “Stock”
means the Company’s Common Stock or any other equity securities of the Company designated by the Administrator. 
 (s) “Stock
Units” means stock unit awards granted under the 2021 Stock Award and Incentive Plan or other Company plans. 
 (t) “Trust”
means any trust or trusts established by the Company as part of the Plan; provided, however, that the assets of such trusts shall remain subject to the claims of the general creditors of the Company. 

(u) “Trustee” means the trustee of a Trust. 

(v) “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Code Section 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, and otherwise meeting the definition set forth in Treasury Regulation
§ 1.409A-3(i)(3). 
 (w) “Valuation Date” means each day the New York Stock
Exchange is open for trading, unless otherwise determined by the Administrator. 

  
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 3. Administration. 

(a) Authority. The Committee shall administer the Plan in accordance with its terms, and shall have all powers necessary to accomplish
such purpose, including the power and authority to construe and interpret the Plan, to define the terms used herein, to prescribe, amend and rescind rules and regulations, agreements, forms, and notices relating to the administration of the Plan, to
make all other determinations necessary or advisable for the administration of the Plan. To the extent provided herein, the Administrator shall share in these powers, subject to such limitations imposed by and oversight of the Committee. Any actions
of the Committee and Administrator with respect to the Plan and determinations in all matters hereunder shall be conclusive and binding for all purposes and upon all persons, including the Company, Participants, employees, and non-employee directors (in their individual capacities) and their respective successors in interest (subject to the Board’s and Committee’s reserved authority hereunder). 

(b) Service on Committee or as Administrator. Members of the Committee shall be appointed by and remain in office at the will of, and
may be removed with or without cause by, the Board. Persons serving as the Administrator shall be appointed by and remain in office at the will of, and may be removed with or without cause by, the Committee. Any member of the Committee or
Administrator may resign at any time. The Committee or Administrator may delegate administrative and other functions under the Plan to officers or employees of the Company and its subsidiaries, or other agents, except as limited by the Plan. No
member of the Committee or Administrator shall be entitled to act on or decide any matter relating solely to himself or herself or any of his or her rights or benefits under the Plan. No bond or other security shall be required in connection with
the Plan of the Committee or the Administrator or any member thereof in any jurisdiction. 
 (c) Limitation of Liability. Each member
of the Committee or Administrator shall be entitled, in good faith, to rely or act upon any report or other information furnished to him or her by any officer or other employee of the Company or any subsidiary or affiliate, the Company’s
independent certified public accountants, or any executive compensation consultant, legal counsel, or other professional retained by the Company to assist in the administration of the Plan. To the maximum extent permitted by law, no member of the
Committee or Administrator, nor any person to whom duties have been delegated under the Plan, shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan, except for the willful
misconduct or gross negligence of such member or person. 
 4. Participation. The Committee shall determine those employees of
the Company and its subsidiaries and/or affiliates, from among the executives who qualify as a select group of management or highly compensated employees, who will be eligible to participate in the Plan. Such persons shall be notified of such
eligibility by the Administrator. The Committee may limit participation by otherwise eligible employees in its discretion. In addition, each non-employee director of the Company shall be eligible to
participate in the Plan. 
 5. Deferrals. To the extent authorized by the Committee and subject to Section 8, a
Participant may elect to defer compensation or awards which may be in the form of cash, Stock, Stock-denominated awards or other property to be received from the Company or a subsidiary or affiliate, including
up to (i) 80% of the Participant’s salary, (ii) annual bonus awards, (iii) long-term awards, (iv) retainer fees and meeting fees payable to a
non-employee director, and (v) compensation payable under other plans and programs, employment agreements or other arrangements, or otherwise, as may be provided under the terms of such plans, programs
and arrangements or as designated by the Committee. Stock-denominated awards that the Committee may authorize for deferral include (i) Stock Units and (ii) shares issuable upon exercise of stock
denominated stock acquisition rights (“SARs”), if such SARs are implemented as deferrals of compensation under Code Section 409A rather than as stock rights exempt under Treasury Regulation §
1.409A-1(b)(5). (All deferrals of shares under the Plan are referred to as Deferred Stock, including awards originally denominated “restricted stock units”). Subject to any terms and conditions of
deferral set forth under plans, programs or arrangements from which receipt of compensation 

  
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or awards is deferred and subject to compliance with Code Section 409A, the Administrator may impose limitations on the amounts permitted to be deferred and other terms and conditions on
deferrals under the Plan. Any such limitations, and other terms and conditions of deferral, shall be specified in documents setting forth terms and conditions of deferrals under the Plan, rules relating to the Plan or election forms, other forms, or
instructions published by or at the direction of the Administrator. The Committee may permit awards and other amounts to be treated as deferrals under the Plan, including deferrals that may be mandatory as determined by the Committee in its sole
discretion or under the terms of another plan or arrangement of the Company, for administrative convenience or otherwise to serve the purposes of the Plan and such other plan or arrangement. 

(a) Elections. Once an election form, properly completed, is received by the Company, the elections of the Participant shall be
irrevocable; provided, however, that the Administrator may in its discretion determine that elections are revocable until the deadline specified for the filing of such election; provided further, that the Administrator may, in its discretion, permit
a Participant to elect a further deferral of amounts credited to a Deferral Account by filing a later election form subject to, and in accordance with, Section 5(b). 

(b) Date of Election. A Participant’s election to defer compensation or awards hereunder must be received by the Administrator
prior to the date specified by or at the direction of the Administrator. Under no circumstances may a Participant defer compensation or awards to which the Participant has attained, at the time of deferral, a legally enforceable right to current
receipt of such compensation or awards. 
  

	 	(i)	 Initial Deferral Elections. Any initial election to defer compensation (including the election as to the type
and amount of compensation to be deferred and the time and manner of settlement of the deferral) must be made (and shall be irrevocable) no later than December 31 of the year before the Participant’s services are performed which will
result in the earning of the compensation, except as follows: 


  

	 	(A)	 Initial deferral elections with respect to compensation that, absent the election, constitutes a short-term deferral may be made in accordance with Treasury Regulation § 1.409A-2(a)(4) and (b); 



 

	 	(B)	 Initial deferral elections with respect to compensation that remains subject to a requirement that the
Participant provide services for at least 12 months (a “forfeitable right” under Treasury Regulation § 1.409A-2(a)(5)) may be made on or before the 30th day after the Participant obtains the
legally binding right to the compensation, provided that the election is made at least 12 months before the earliest date at which the forfeiture condition could lapse and otherwise in compliance with Treasury Regulation § 1.409A-2(a)(5); 


  

	 	(C)	 Initial deferral elections by a Participant in his or her first year of eligibility may be made within 30 days
after the date the Participant becomes eligible to participate in the Plan, with respect to compensation paid for services to be performed after the election and in compliance with Treasury Regulation §
1.409A-2(a)(7); 


  

	 	(D)	 Initial deferral elections by a Participant with respect to
performance-based compensation (as defined under Treasury Regulation § 1.409A-1(e)) may be made on or before the date that is six months before the end of the
performance period, provided that (i) the Participant was employed continuously from either the beginning of the performance period or the later date on which the performance goal was established, (ii) the election to defer is made before
such compensation has become readily ascertainable 



  
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(i.e., substantially certain to be paid), (iii) the performance period is at least 12 months in length and the performance goal was established no later than 90 days after the commencement of the
service period to which the performance goal relates, (iv) the performance-based compensation is not payable in the absence of performance except due to death, Disability, a 409A Change in Control or as
otherwise permitted under Treasury Regulation § 1.409A-1(e), and (v) this initial deferral election must in any event comply with Treasury Regulation
§ 1.409A-2(a)(8); 

  

	 	(E)	 Initial deferral elections resulting in Matching Contributions under Section 7 may be made in
compliance with Treasury Regulation § 1.409A-2(a)(9); and 


  

	 	(F)	 Initial deferral elections may be made to the fullest permitted under other applicable provisions of Treasury
Regulation § 1.409A-2(a). 


  

	 	(ii)	 Further Deferral Elections. Elections to further defer Deferrals shall be subject to the following:



  

	 	(A)	 The further deferral election will not take effect until at least 12 months after the date on which the
election is made; 


  

	 	(B)	 If the election relates to a distribution event other than a Disability, death, or Unforeseeable Emergency, the
payment with respect to which such election is made must be deferred for a period of not less than five years from the date such payment would otherwise have been paid (or in the case of a life annuity or installment payments treated as a single
payment, five years from the date the first amount was scheduled to be paid); 


  

	 	(C)	 The requirement that the further deferral election be made at least 12 months before such Deferrals would be
first payable may not be waived by the Administrator, and shall apply to a payment at a specified time or pursuant to a fixed schedule (and in the case of a life annuity or installment payments treated as a single payment, 12 months before the date
that the first amount was scheduled to be paid); 


  

	 	(D)	 The further deferral election shall be irrevocable when filed with the Company; and 



 

	 	(E)	 The further deferral election otherwise shall comply with the applicable requirements of Treasury Regulation
§ 1.409A-2(b). 


 6. Deferral Accounts. Deferral Accounts shall
be subject to the provisions of this Section 6. 
 (a) Establishment; Crediting of Amounts Deferred. One or more Deferral
Accounts will be established for each Participant, as determined by the Administrator. The amount of compensation or awards deferred with respect to each Deferral Account will be credited to such Deferral Account as of the date on which such amounts
would have been paid to the Participant but for the Participant’s election to defer receipt hereunder, unless otherwise determined by the Administrator. With respect to any fractional shares of Stock or
Stock-denominated awards, the Administrator shall determine whether to credit the Deferral Account with a fraction of a share, to pay cash in lieu of the fractional share or carry forward such cash amount
under the Plan, round to the nearest whole share, round to the next whole share, or round down to eliminate the fractional share or otherwise make provision 

  
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for the fractional share. Amounts of hypothetical income and appreciation and depreciation in value of such Deferral Account will be credited and debited to, or otherwise reflected in, such
Deferral Account from time to time. Unless otherwise determined by the Administrator (including under Section 6(e)), Cash Deferrals shall be deemed invested in a hypothetical investment as of the date of deferral. 

(b) Investment Vehicles. 
  

	 	(i)	 Subject to the provisions of this Section 6(b) and Section 6(d), Cash Deferral amounts shall be
deemed to be invested, at the Participant’s direction, in one or more investment vehicles as may be specified from time to time by the Committee. The Committee may, but is not required to, permit Cash Deferrals to be deemed invested in Deferred
Stock, subject to Section 11. The Committee may change or discontinue any hypothetical investment vehicle available under the Plan in its discretion; provided, however, that each affected Participant shall be given the opportunity, without
limiting or otherwise impairing any other right of such Participant regarding changes in investment directions, to redirect the allocation of his or her Cash Deferral amount deemed invested in the discontinued investment vehicle among the other
hypothetical investment vehicles, including any replacement vehicle. 


  

	 	(ii)	 Amounts credited as Deferred Stock to a Participant’s Deferral Account (whether or not as a result of a
Cash Deferral) may not be reallocated or deemed reinvested in any other investment vehicle, but shall remain as Deferred Stock until such time as the Deferral Account is settled in accordance with Section 8. 



 

	 	(iii)	 Notwithstanding anything herein to the contrary, any change in deemed investment alternatives offered to
Participants or change in the manner in which earnings are credited on Deferrals shall be implemented so that the rate of return to a Participant, in respect of any prior Deferral or any Deferral for which the election to defer has then become
irrevocable, will not exceed the rate of return from a predetermined actual investment, and otherwise shall comply with applicable requirements of Treasury Regulations § 1.409A-1(o) and 1.409A-6(a)(4) 


 (c) Dividend Equivalents and Adjustments. Deferred Stock
credited to a Participant’s Deferral Account will be credited with dividend equivalents and subject to adjustment as provided in this Section 6(c), except as limited by the Committee and in any event such crediting will not apply to any
amount that remains subject to a substantial risk of forfeiture unless explicitly authorized by the Committee: 
  

	 	(i)	 Cash Dividends. If the Company declares and pays a cash dividend on Stock, then a number of additional shares
of Deferred Stock shall be credited to a Participant’s Deferral Account as of the payment date for such dividend equal to (A) the number of shares of Deferred Stock credited to the Deferral Account as of the record date for such dividend,
multiplied by (B) the amount of cash actually paid as a dividend on each share at such payment date, divided by (C) the Fair Market Value of a share of Stock at such payment date. The Administrator shall determine how amounts that would be
credited or settled as fractional shares shall be treated under the Plan in accordance with Section 6(a) hereof. 


  

	 	(ii)	 Non-Stock Dividends. If the Company declares and pays a dividend on
Stock in the form of property other than shares of Stock, then a number of additional shares of Deferred Stock shall be credited to a Participant’s Deferral Account as of the payment date for such dividend equal to (A) the number of shares
of Deferred Stock credited to the Deferral Account as of the record date for such dividend, multiplied by (B) the fair market value of any property (as determined by the Committee) other than shares actually paid as a dividend




  
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on each share at such payment date, divided by (C) the Fair Market Value of a share of Stock on the first trading day after such payment date. The Administrator shall determine how amounts
that would be credited or settled as fractional shares shall be treated under the Plan in accordance with Section 6(a) hereof. 

  

	 	(iii)	 Stock Dividends and Splits. If the Company declares and pays a dividend on Stock in the form of additional
shares of Stock, or there occurs a forward split of Stock, then a number of additional shares of Deferred Stock shall be credited to Participant’s Deferral Account as of the payment date for such dividend or forward Stock split equal to
(A) the number of shares of Deferred Stock credited to the Deferral Account as of the record date for such dividend or split, multiplied by (B) the number of additional shares actually paid as a dividend or issued in such split in respect
of each share of Stock. The Administrator shall determine how amounts that would be credited or settled as fractional shares shall be treated under the Plan in accordance with Section 6(a) hereof. 



 

	 	(iv)	 Modifications to Dividend Equivalents Policy. Other provisions of this Section 6(c) notwithstanding, the
Administrator may modify the manner of payment or crediting of dividend equivalents hereunder, in order to coordinate the value of Deferral Accounts with any trust holding shares of Stock established under Section 6(e), for administrative
convenience, or for any other reason. 


  

	 	(v)	 Adjustments. The number of shares of Deferred Stock credited to the Participant’s account may be adjusted
by the Committee in order to prevent dilution or enlargement of Participants’ rights with respect to Deferred Stock, in the event of any unusual corporate transaction or event that affects the value of Stock, provided that any such adjustment
shall be made taking into account any crediting of Deferred Stock to the Participant under other provisions of this Section 6(c) in connection with such transaction or event. 



(d) Allocation and Reallocation of Hypothetical Investments. A Participant may allocate the Cash Deferral portion of his or her Deferral
Account to one or more of the hypothetical investment vehicles authorized under the Plan. Subject to Section 6(b)(ii) and any rules established by the Administrator, a Participant may reallocate such Cash Deferrals as of the Valuation Date or
other date specified by the Administrator at or following the filing of Participant’s reallocation election to one or more of such hypothetical investment vehicles, by filing with the Administrator a notice (the reallocation election) in such
form as may be specified by the Administrator. The Administrator may, in its discretion, restrict allocation into or reallocation by specified Participants into or out of specified investment vehicles or specify minimum or maximum amounts that may
be allocated or reallocated by Participants. 
 (e) Restrictions on Participant Direction. The provisions of Section 6(b), 6(d)
and 7(c) notwithstanding, the Administrator may restrict or prohibit reallocations of amounts deemed invested in specified investment vehicles and subject such amounts to a risk of forfeiture and other restrictions, in order to conform to
restrictions applicable to Stock, a Stock-denominated award or any other award or amount deferred under the Plan and resulting in such deemed investment, to comply with any applicable law or regulation, or for
such other purpose as the Administrator may determine is not inconsistent with the Plan. 
 7. Company Contributions. 

(a) Amount of Matching Contributions To Be Credited. With respect to each employee-Participant
who makes Cash Deferrals under this Plan in a calendar year, the Company shall, on its books, credit a Matching Contribution to such Participant’s Matching Account as described in this Section 7. The amount of Matching Contribution the
Company shall credit to a Participant in a calendar year shall be equal to the results of (i) minus (ii), as follows: 

  
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	 	(i)	 the amount of the Company’s matching contributions that were actually made and that would have been made
on behalf of the Participant under the Retirement Investment Fund Plan (the “RIFP”), determined on the basis of the Participant’s actual “pre-tax contributions” and “after-tax contributions” (as those terms are defined under the RIFP), plus the amount of Company matching contributions which would have been made on account of the Participant’s Cash Deferrals in
such calendar year if such Cash Deferrals had instead been contributions by the Participant to the RIFP for the plan year and disregarding any reduction in Company matching contributions required under the RIFP due to the application of the
limitations set forth in Sections 401(a)(17), 401(k), 401(m), 402(g) and 415 of the Internal Revenue Code (the “Statutory Limitations”), minus 


  

	 	(ii)	 the amount of Company matching contributions that were actually made by the Company on behalf of a Participant
under the RIFP for such plan year and allocated to the Participant’s accounts under the RIFP. 


  

	 	(iii)	 Matching Contributions are subject to any limitation or maximum imposed under the RIFP apart from the Statutory
Limitations, and the Committee may in its discretion further limit Matching Contributions under the Plan (but Participants shall be given notice of any such further limitation prior to the effectiveness of an irrevocable deferral election that would
be affected thereby). 


 (b) Time of Crediting of Matching Contributions. The Matching Contributions with respect to
a Participant pursuant to (a) above shall be credited to the Participant’s Matching Account on an annual basis and shall be contributed to such Participant’s Matching Account in the calendar year immediately following the end of the
calendar year to which such Matching Contribution relates. 
 (c) Vesting of Matching Account; Other Plan Rules Applicable. Matching
Contributions on behalf of a Participant and the Participant’s Matching Account shall be subject to the vesting rules and risks of forfeiture that would have applied to like matching contributions to the Participant and the Participant’s
matching account under the RIFP. In other respects, such Matching Contributions and Matching Account shall be subject to the same rules, applied separately, as the rules that apply to the Participant’s Cash Deferrals and Deferral Account under
the Plan. 
 (d) Additional Company Contributions. The Company, in its sole discretion, may make additional matching, supplemental or
discretionary contributions to some or all Participants’ Deferral Accounts in such amount and in such manner, and on such terms and conditions (including vesting) as may be determined by the Company at the time such additional contribution is
made. 
 8. Settlement of Deferral Accounts. 

(a) Form of Payment. The Company shall settle a Participant’s Deferral Account, and discharge all of its obligations to pay
deferred compensation under the Plan with respect to such Deferral Account, as follows: 
  

	 	(i)	 with respect to Cash Deferrals, payment of cash or, in the discretion of the Administrator, by delivery of
other liquid assets (including Stock) having a fair market value (as determined by the Committee) equal to the Cash Deferral amount credited to the Deferral Account; provided, however, that, to the extent practicable, any assets delivered in
settlement of Cash Deferrals shall be of the same type or kind as the investment vehicle in which those Cash Deferrals were deemed invested at the time of settlement; or 



  
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	 	(ii)	 with respect to Stock based deferral amounts, by delivery of shares of Stock, including shares of Stock
delivered out of the assets of the Trust. 


 (b) Forfeitures Under Other Plans and Arrangements. To the extent that
Stock or any other award or amount (i) is deposited in a Trust pursuant to Section 6 in connection with a deferral of Stock, a Stock-denominated award, or any other award or amount under another
plan, program, employment agreement or other arrangement, or otherwise is deemed to be deferred under the Plan without such a deposit, and (ii) is forfeited pursuant to the terms of such plan, program, agreement or arrangement, the Participant
shall not be entitled to the value of such Stock and other property related thereto (including without limitation, dividends and distributions thereon) or other award or amount, or proceeds thereof. Any Stock or
Stock-denominated awards, other property or other award or amount (and proceeds thereof) forfeited shall be returned to the Company. 

(c) Changes in Elections as to Distribution. The Administrator may, in its discretion, require or permit on an elective basis a change
in the distribution terms applicable to Deferrals in accordance with, and to the fullest extent permitted by, applicable IRS guidance under Code Section 409A, provided that any modifications to such deferrals or permitted election of different
deferral periods may not otherwise increase the benefits to a Participant or the costs of such deferrals to the Company other than administrative costs, changes in value of the deferral based on investment performance and indirect expense
attributable to the timing of receipt of taxable income and tax deductions. 
 (d) Timing of Payments. 

 

	 	(i)	 Generally, the Administrator shall determine minimum and maximum deferral periods and any limitations on terms
of deferrals (such as number of installments and periods over which installments will be paid). Subject to these limitations and the other provisions of this Section 8, payments in settlement of a Deferral Account shall commence (i) with
respect to payments payable in a specified year, during the January of that specified calendar year, (ii) with respect to any “separation from service” within the meaning of Code Section 409A or a Disability, on the earliest of
January 15th, July 15th or December 15th (or such later date as is permitted under
Treasury Regulation §1.409A-3(d)) following the date of such separation from service or Disability, as applicable, and, in each case, in lump sum or such number of installments, as may be directed by the
Participant in his or her election relating to such portion of the Deferral Account; provided, however, in the event of death, a single lump sum payment in settlement of any Deferral Account (including a Deferral Account with respect to which one or
more installment payments have previously been made) shall be made no later than the December 31st of the calendar year immediately following the calendar year in which such death occurs; and provided further, that payments in settlement of a
Deferral Account will be made in accordance with Section 8(d) in the event of a Change in Control. 


  

	 	(ii)	 Except as provided in Section 8(c)(iii) hereof, no Deferral shall be settled except upon the occurrence of
one of the following (or a date related to the occurrence of one of the following), which must be specified in a written election or other document governing such Deferral and otherwise meet the requirements of Treasury Regulation § 1.409A-3: 


  

	 	(A)	 Specified Time. A specified time or pursuant to a fixed schedule. 



 

	 	(B)	 Separation from Service. The Participant’s separation from service (within the meaning of Treasury
Regulation § 1.409A-1(h) and other applicable rules under Code Section 409A); provided, however, that if the Participant is a “specified employee” under Treasury Regulation § 1.409A-1(i), settlement under this Section shall instead occur at the expiration of the six-month period following




  
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separation from service under Code Section 409A(a)(2)(B)(i). During such six-month delay period, no acceleration of settlement may occur, except
(1) in the event of death of the Participant, (2), if the distribution date was specified as the earlier of separation from service or a fixed date and the fixed date falls within the delay period, the distribution shall be triggered by the
fixed date, and (3) acceleration may be permitted otherwise if and to the extent permitted under Code Section 409A. In the case of installments, the Administrator shall determine the timing of installments payable after the six-month delay period in accordance with Code Section 409A. With respect to any Deferral, a reference in any agreement or other governing document to a “termination of employment” which triggers a
distribution shall be deemed to mean a “separation from service” within the meaning of Treasury Regulation § 1.409A-1(h). For purposes hereof, status of a Participant as a “specified
employee” shall be determined annually under the Company’s administrative procedure for such determination for purposes of all plans subject to Code Section 409A. 


 

	 	(C)	 Death. The death of the Participant. 



 

	 	(D)	 Disability. The date the Participant has experienced a Disability. 



 

	 	(iii)	 The Administrator may permit distributions to occur at any date related to a permitted distribution event
specified in Section 8(c)(ii), and combinations thereof, and otherwise to the fullest extent permitted under Treasury Regulation § 1.409A-3. In the case of any distribution of a Deferral “at a
specified time or pursuant to a fixed schedule” subject to Treasury Regulation § 1.409A-3(a)(4) and (j)(1), subject to any more restrictive timing rule contained in an applicable deferral election or
other governing document, the distribution shall be made at a date (specified by the Company without control by the Participant) not later than the fifteenth day of the third month following the date at which the settlement is specified to occur.



 (e) Change in Control. In the event of a “Change in Control,” all deferral periods relating to
Deferrals will be automatically accelerated to end at the time of the Change in Control, and each Deferral Account, to the extent affected by such acceleration, will be settled within five business days after the end of the deferral period, provided
that the Committee may accelerate this settlement (for all or specified parts of a Deferral Account) in connection with a Change in Control for any reason, subject to applicable limitations under Section 8(e)(iv) and subject to such additional
conditions as the Committee may impose. At all times after the Change in Control, in addition to any trustee or other fiduciary under the Plan and any Trust established hereunder, the individual serving as the Chief Executive Officer of the Company
immediately prior to the Change in Control shall have the full authority and the obligation to take any required or appropriate action to cause the Company and any such Trust to pay amounts in settlement and provide the benefits to the Participants
in accordance with the Plan and each Participant’s contractual rights thereunder. 
 (f) No Acceleration. The settlement of a
Deferral may not be accelerated prior to the time specified in accordance with this Section 8, except the Company may accelerate the settlement in the case of one of the following events: 

  
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	 	(i)	 Unforeseeable Emergency. The occurrence of an Unforeseeable Emergency, but only if the net amount payable upon
such settlement does not exceed the amounts necessary to relieve such emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the settlement, after taking into account the extent to which the emergency is or may be
relieved through reimbursement or compensation from insurance or otherwise or by liquidation of the Participant’s other assets (to the extent such liquidation would not itself cause severe financial hardship), or by cessation of deferrals under
the Plan. Upon a finding that an Unforeseeable Emergency has occurred with respect to a Participant, any election of the Participant to defer compensation that will be earned in whole or part by services in the year in which the emergency occurred
or is found to continue will be immediately cancelled. 


  

	 	(ii)	 Domestic Relations Order. Settlement may be accelerated for purposes of a settlement paid to an individual
other than the Participant as may be necessary to comply with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)). 


  

	 	(iii)	 Conflicts of Interest. A Deferral may permit the acceleration of the settlement time or schedule as may be
necessary to comply with an ethics agreement with the Federal government or if reasonably necessary to comply with a Federal, state, local or foreign ethics law or conflict of interest law in compliance with Treasury Regulation § 1.409A-3(j)(4)(iii). 


  

	 	(iv)	 Limited Cashout. Notwithstanding any provision of the Plan to the contrary, if at the time benefits become
distributable to the Participant hereunder, the Deferral Account balance is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), the Company shall have the discretion to pay the entire Deferral Account balance to the
Participant in a lump sum within thirty (30) days following the event which caused benefits to become payable hereunder, provided that such payment must result in the termination and liquidation of the entirety of the Participant’s
interest under the Agreement and under any other arrangements that are treated as if they were a single plan under Treasury Regulation §1.409a-1(c)(2). 



 

	 	(v)	 Other Accelerations. The Administrator may exercise the discretionary right to accelerate the lapse of the
substantial risk of forfeiture of any unvested compensation deemed to be a Deferral upon a Change in Control or to terminate the Plan upon or within 12 months after a Change in Control, or otherwise to the extent permitted under Treasury Regulation
§ 1.409A-3(j)(4)(ix), or accelerate settlement of such Deferrals in any other circumstance permitted under Treasury Regulation § 1.409A-3(j)(4).



 9. Provisions Relating to Section 16 of the Exchange Act. 

(a) Avoidance of Liability Under Section 16. With respect to a Participant who is then subject to the reporting
requirements of Section 16(a) of the Exchange Act, the Administrator shall implement transactions under the Plan and administer the Plan in a manner that will ensure that each transaction by such a Participant is exempt from liability under
Rule 16b-3 or otherwise will not result in liability under Section 16(b) of the Exchange Act. 

10. Statements. The Administrator will furnish statements, at least once each calendar year, to each Participant reflecting the
amounts credited to a Participant’s Deferral Accounts, transactions therein since the date reported on in the last previous statement, and other information deemed relevant by the Administrator. 

11. Sources of Stock; Shares Available for Delivery. Shares of Stock deliverable in settlement of Deferred Stock, including
shares deposited under the Plan in a Trust pursuant to Section 6, in connection with a deferral of a Stock-denominated award granted or acquired under another plan, program, employment agreement or other
arrangement that provides for the issuance of shares, shall be deemed to have originated, and shall be counted against the number of shares reserved, under such other plan, program or arrangement. Shares of Stock actually delivered in settlement of
such 

  
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Deferral shall be originally issued shares or treasury shares in accordance with the terms of such other plan, program or arrangement. In the case of shares deliverable in connection with
Deferred Stock credited in connection with dividend equivalents, or if the Committee authorizes deemed investments in Deferred Stock by Participants deferring cash, any shares to be deposited under the Plan in a Trust in connection with such deemed
investments in Deferred Stock or otherwise to be delivered in settlement of such Deferred Stock shall be solely treasury shares or shares acquired in the market by or on behalf of the Trust. For this purpose, a total of 1,000,000 treasury shares are
hereby reserved for delivery in connection with such Deferred Stock. 
 12. Amendment and Termination. The Committee may, with
prospective or retroactive effect, amend, alter, suspend, discontinue or terminate the Plan at any time without the consent of Participants, stockholders or any other person; provided, however, that, without the consent of a Participant, no such
action shall materially and adversely affect the rights of such Participant with respect to any rights to payment of amounts credited to such Participant’s Deferral Account. The foregoing notwithstanding, subject to Code Section 409A, the
Committee may terminate the Plan (in whole or in part) and distribute to Participants (in whole or in part) the amounts credited to his or her Deferral Accounts and reserves the right to accelerate the settlement of any individual Participant’s
Deferral Account (in whole or in part) to the extent in compliance with Code Section 409A. The termination of the Plan, and any amendment or alteration to the Plan that is beyond the scope of the authority or the Committee, shall be subject to
the approval of the Board of Directors. 
 13. General Provisions. 

(a) Limits on Transfer of Awards. No right, title or interest of any kind in the Plan or to a Deferral Account, payment or right under
the Plan shall be transferable or assignable by a Participant or his or her Beneficiary, shall be subject to alienation, anticipation, encumbrance, garnishment, attachment, levy, execution or other legal or equitable process, or shall be subject to
the debts, contracts, liabilities or engagements, or torts of any Participant or his or her Beneficiary, except that rights to payment may be transferred in connection with the death of a Participant by will or the laws of descent and distribution
or pursuant to a valid Beneficiary designation filed with the Administrator in accordance with such rules as the Administrator may prescribe. Any attempt to alienate, sell, transfer, assign, pledge, garnish, attach or take any other action subject
to legal or equitable process or encumber or dispose of any interest in the Plan (except as permitted in connection with the Participant’s death) shall be void. 

(b) Receipt and Release. Payments (in any form) to any Participant or Beneficiary in accordance with the provisions of the Plan shall,
to the extent thereof, be in full satisfaction of all claims for the compensation or awards deferred and relating to the Deferral Account to which the payments relate against the Company or any subsidiary or affiliate, and the Administrator may
require such Participant or Beneficiary, as a condition to such payments, to execute a receipt and release to such effect (provided that any such release must be signed and become irrevocable within 60 days after termination, and if any amount would
be payable during such 60 day period conditioned upon execution of the release and that period would commence in one taxable year and end in the next, the payment shall be made only in the latter taxable year (within the 60-day period) and shall not be within the control of the Participant or Beneficiary). In the case of any payment under the Plan of less than all amounts then credited to an account in the form of Deferred Stock,
the amounts paid shall be deemed to relate to the Deferred Stock credited to the account at the earliest time. 
 (c) Unfunded Status of
Awards; Creation of Trusts. Nothing in this Plan, express or implied, is intended, or shall be construed, to confer upon or give to any person, firm, association, or corporation, other than the parties hereto and their successors in interest,
any right, remedy, or claim under or by reason of this Plan or any covenant, condition, or stipulation hereof, and all covenants, conditions and stipulations in this Plan, by or on behalf of any party, are for the sole and exclusive benefit of the
parties hereto. The obligations of the Company under the Plan shall 

  
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be merely that of an unfunded and unsecured promise to pay money in the future. The benefits paid under the Plan shall be paid from the general assets of the Company, and the Participants and any
Beneficiary or their heirs or successors shall be unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations hereunder. Notwithstanding the foregoing, nothing in this Section
shall preclude the Company, in its sole discretion, from establishing a “rabbi trust” or other vehicle in connection with the operation of this Plan, provided that no such action shall cause the Plan to fail to be an unfunded plan designed
to provide deferred compensation benefits for a select group of management or highly compensated employees. 
 (d) Compliance. A
Participant in the Plan shall have no right to receive payment (in any form) with respect to his or her Deferral Account until legal and contractual obligations of the Company relating to establishment of the Plan and the making of such payments
shall have been complied with in full. In addition, the Company shall impose such restrictions on Stock delivered to a Participant hereunder and any other interest constituting a security as it may deem advisable in order to comply with the
Securities Act of 1933, as amended, the requirements of any stock exchange or automated quotation system upon which the Stock is then listed or quoted, any state securities laws applicable to such a transfer, any provision of the Company’s
Certificate of Incorporation or By-Laws, or any other law, regulation or binding contract to which the Company is a party. 

(e) Code Section 409A. Other provisions of the Plan notwithstanding, the terms of any Deferral, including any
authority of the Company and rights of the Participant with respect to the Deferral, shall be limited to those terms permitted under Code Section 409A, and any terms not permitted under Code Section 409A shall be automatically modified and
limited to the extent necessary to conform with Code Section 409A and the regulations and guidance issued thereunder. 
 (f) Other
Participant Rights. No Participant shall have any of the rights or privileges of a stockholder of the Company under the Plan, including as a result of the crediting of Stock equivalents or other amounts to a Deferral Account, or the creation of
any Trust and deposit of such Stock therein, except at such time as Stock may be actually delivered in settlement of a Deferral Account. No provision of the Plan or transaction hereunder shall confer upon any Participant any right to be employed by
the Company or a subsidiary or affiliate or to continue to serve as a director, or to interfere in any way with the right of the Company or a subsidiary or affiliate to increase or decrease the amount of any compensation payable to such Participant.
Subject to the limitations set forth in Section 8 hereof, the Plan shall inure to the benefit of, and be binding upon, the parties hereto and their successors and assigns. 

(g) Short-Term Deferrals. In the case of any compensation that qualifies as a short-term deferral under Code Section 409A (see Treasury Regulation § 1.409A-1(b)(4)) and provides for a distribution upon the lapse of a substantial risk of
forfeiture, if the timing of such distribution (compliant with Code Section 409A) is not otherwise specified in the award agreement or other governing document, the distribution shall be made at a date not later than March 15 of the year
following the year in which the substantial risk of forfeiture lapses. If any portion of such compensation is scheduled to vest at a single specified date (a vesting “tranche”) and is partly deemed a Deferral subject to Code
Section 409A and partly deemed exempt from Code Section 409A (as a short-term deferral or otherwise), the time of settlement of the entire tranche will be governed by the distribution rules
applicable to such Deferral. 
 (h) Tax Withholding. The Company and any subsidiary or affiliate shall have the right to deduct from
amounts otherwise payable by the Company or any subsidiary or affiliate to the Participant, including compensation not subject to deferral as well as amounts payable hereunder in settlement of the Participant’s Deferral Account, any sums that
federal, state, local or foreign tax law requires to be withheld with respect to the deferral of compensation hereunder, transactions affecting the Participant’s Deferral Account, and payments in settlement of the Participant’s Deferral
Account, including FICA, Medicare and other employment taxes. Shares may be withheld to satisfy such mandatory withholding obligations in any case where taxation would be 

  
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imposed upon the delivery of shares, except that shares issued or delivered under any plan, program, employment agreement or other arrangement may be withheld only in accordance with the terms of
such plan, program, employment agreement or other arrangement and any applicable rules, regulations or resolutions thereunder. Withholding from Deferrals shall be permitted only to the extent such withholding does not result in penalties to the
Participant or a Beneficiary under Code Section 409A. No amounts deferred by or payable to a non-employee director under the Plan will be subject to withholding. 

(i) Right of Setoff. The Company or any subsidiary may, to the extent permitted by applicable law, deduct from and set off against any
amounts the Company or a subsidiary may owe to the Participant from time to time, including amounts payable in connection with Participant’s Deferral Account, owed as wages, fringe benefits or other compensation owed to the Participant, such
amounts as may be owed by the Participant to the Company, although the Participant shall remain liable for any part of the Participant’s payment obligation not satisfied through such deduction and setoff. By electing to participate in the Plan
and defer compensation hereunder, the Participant agrees to any deduction or setoff under this Section 13(j). The foregoing notwithstanding, no deduction or setoff may be made with respect to a Participant’s Deferral Account except at the
time a payment is otherwise to be made in settlement of such Deferral Account, and only to the extent of such payment. If the Company has a right of setoff that could apply to a Deferral, such right may only be exercised at the time the Deferral
would have been distributed to the Participant or his or her Beneficiary, and may be exercised only as a setoff against an obligation that arose not more than 30 days before and within the same year as the distribution date if application of such
setoff right against an earlier obligation would not be permitted under Code Section 409A. 
 (j) Rules Applicable to Certain
Participants Transferred to Affiliates. For purposes of determining a separation from service (where the use of the following modified definition is based upon legitimate business criteria), in applying Code Sections 1563(a)(1), (2) and
(3) for purposes of determining a controlled group of corporations under Code Section 414(b), the language “at least 20 percent” shall be used instead of “at least 80 percent” at each place it appears in Sections
1563(a)(1), (2) and (3), and in applying Treasury Regulation § 1.414(c)-2 (or any successor provision) for purposes of determining trades or businesses (whether or not incorporated) that are under common
control for purposes of Code Section 414(c), the language “at least 20 percent” shall be used instead of “at least 80 percent” at each place in which it appears. For purposes of this Plan, references to a term or event
(including any authority or right of the Company or a Participant) being “permitted” under Code Section 409A mean that the term or event will not cause the Participant to be deemed to be in constructive receipt of compensation
relating to such Deferral prior to the distribution of cash, shares or other property or to be liable for payment of interest or a tax penalty under Code Section 409A. 

(k) Governing Law. The validity, construction and effect of the Plan, any rules and regulations relating to the Plan and any document
hereunder shall be determined in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws, and applicable provisions of federal law. 

(l) Limitation. A Participant and his or her Beneficiary shall assume all risk in connection with any decrease in value of the Deferral
Account and neither the Company, the Committee nor the Administrator shall be liable or responsible therefore. 
 (m) Construction.
The captions and numbers preceding the sections of the Plan are included solely as a matter of convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of the Plan. Whenever
appropriate, words used in the singular shall include the plural or the plural may be read as the singular. 
 (n) Severability. In
the event that any provision of the Plan shall be declared illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan but shall be fully severable, and the Plan shall be construed and
enforced as if said illegal or invalid provision had never been inserted herein. 

  
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 (o) Status. The establishment and maintenance of, or allocations and credits
to, the Deferral Account of any Participant shall not vest in any Participant any right, title or interest in and to any Plan assets or benefits except at the time or times and upon the terms and conditions and to the extent expressly set forth in
the Plan and in accordance with the terms of the Trust. 
 14. Effective Date. The Plan shall be effective as of
January 1, 2023. The latest amendment and restatement of the Plan shall become effective as of January 1, 2033. 

  
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