US Performance-Based Restricted Stock




	


INTERNATIONAL FLAVORS
& FRAGRANCES INC. 


2000 Stock Award and Incentive Plan 

As Amended and Restated 


U.S. Performance-Based 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 Performance-Based
Restricted Stock Units (the “Units”), as follows: 













	  	Number 	  	
granted: ________ Units that may be Earned (as hereinafter defined) for Target
Performance (the “Target Units”); the maximum number of Units that may be Earned
is ___% of the number of Target Units. 






	  	How 	  	
Units are Earned and Vest: Units may be “Earned” by achievement of
Performance Goals (as hereinafter defined) during 20__ (the “Performance
Period”), and are subject to service-based vesting requirements. If and to the extent
the Units are not Earned by achievement of the Performance Goals during the Performance
Period or as otherwise specified in this Agreement, the Units will be forfeited. For those
Units that are Earned, if and to the extent that such Units do not become vested, the
Units will be forfeited. 






	  	
Earning
of Units: Units potentially may be Earned based on Company earnings per share
(“EPS”) achieved in 20__ and/or based on Company return on invested capital
(“ROIC”) achieved in 20__. For each of the EPS and ROIC Performance Goal, the
“Threshold,” “Target” and “Maximum” levels of performance is
set forth in Exhibit A hereto. For each such Performance Goal, if the Threshold level of
performance is achieved then __% of the Target Units will be Earned, if the Target level
of performance is achieved then __% of the Target Units will be Earned, and if the Maximum
level of performance is achieved then __% of the Target Units will be Earned. If
performance is between Threshold and Target or between Target and Maximum for a
Performance Goal, the number of Units Earned will be interpolated on a straight-line
basis. The EPS Performance Goal is determined as set forth in Exhibit A. ROIC is net
income excluding non-recurring charges divided by average invested capital for the year,
where average invested capital equals shareholders’ equity plus all debt adjusted to
eliminate the effects of any gains and losses on swaps reflected as an adjustment to debt
on the Company’s consolidated balance sheet. 






	  	
Vesting
of Units: Earned Units, if not previously forfeited, will vest as to all Units if
Employee continues to be employed by the Company or a subsidiary through _________, 20__
(the “Stated Vesting Date”). With respect to Units not previously forfeited, (i)
if a Change in Control occurs before 20__, a portion of the Units will be deemed Earned
based on the Committee’s good faith estimate of the Company’s probable level of
achievement of the Performance Goals, and such Earned Units immediately will become fully
vested, with unearned Units remaining outstanding hereunder and eligible to be Earned
based on actual performance for the Performance Period taking into account the previous
level of deemed Earning of the Units; and (ii), if a Change in Control occurs in _____ or
thereafter, all Earned Units will become fully vested. In addition, Units will be deemed
Earned and become vested upon the occurrence of certain events relating to Termination of
Employment to the extent provided in Section 4 hereof. The terms “vest” and
“vesting” mean that the Units have become non-forfeitable, except for
forfeitures specified under Section 10 of the Plan. Units will be forfeited at the
earliest time that they no longer can be Earned or that they no longer can become vested.
Forfeited Units cease to be outstanding and in no event will thereafter result in any
delivery of Shares to Employee. 






	  	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 upon the vesting (the lapse of the risk of forfeiture) of each Unit as
specified above, except 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 in Section 6 hereof: 






	




      Check
Only One:













	  	  	____ 	  	
I hereby elect to have my Units settled upon the lapse of the risk of forfeiture (this
election will apply if this form is not returned or if no box is checked). 






	  	  	____ 	  	
I hereby elect to defer the settlement of my Units until the first business day of the
year   (date must be after the Stated Vesting Date) (subject to accelerated
settlement of the deferred Units in the event of a Change in Control and accelerated
settlement of previously vested Units in the event of Employee’s Termination of
Employment for any reason, including Retirement, after the Stated Vesting Date). 






	  	  	____ 	  	
I hereby elect to defer the settlement of my Units until my Termination of Employment for
any reason, including Retirement (subject to accelerated settlement in the event of a
Change in Control). 






	  	
If
I elect 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 subject to the terms
and conditions of the 2000 Stock Award and Incentive Plan, as amended and restated (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, as set forth in Section 7 hereof and Section 10 of the Plan,
(iii) Units are subject to forfeiture in the event the Units are not Earned and 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 available as specified in Section 1 hereof or are being delivered to Employee. 



        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




——————————————

Name		INTERNATIONAL FLAVORS & FRAGRANCES INC.



By:  
——————————————

Name:    
Title:              






	



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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 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 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), unless otherwise determined by the
          Committee (subject to Section 10(a) hereof): 













          		    (a)       
               Death or Disability. In the event of Employee’s Termination of
               Employment due to death or Disability (as defined below), (i) if during the
               Performance Period, all Units not yet Earned will be forfeited, (ii) all Earned
               Units, to the extent then outstanding but not previously vested, will vest
               immediately and (iii) such Earned Units, together with any then-outstanding
               Units that previously became vested, will be settled as promptly as practicable
               thereafter. 


               



          		    (b)       
               Retirement. In the event of Employee’s Termination of Employment due
               to Retirement (as defined below), (i) if during the Performance Period, all
               Units not yet Earned will be forfeited, (ii) all previously Earned Units, to the
               extent outstanding but not previously vested, will continue to be outstanding
               and will vest at the time the Earned Units would have become vested if Employee
               had not Retired. Until such Earned Units become vested, they will remain subject
               to forfeiture if there occurs a Forfeiture Event as defined in Section 10 of the
               Plan. Units will be settled as promptly as practicable following vesting. 


               



          		    (c)       
               Termination by the Company or Termination Voluntarily by Employee. In the
               event of Employee’s Termination of Employment by the Company, with or
               without cause, or by Employee voluntarily (other than a Retirement), the portion
               of the then-outstanding Units not vested at the date of Termination will be
               forfeited (unless otherwise determined by the Committee in the case of a
               Termination by the Company not for cause), and the portion of the
               then-outstanding Units that is vested and non-forfeitable at the date of
               Termination will be settled as promptly as practicable thereafter if not
               previously settled. 


               



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


               



	




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          		    (i)       
               “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. 



               



          		    (ii)       
               “Retirement” means retirement after attaining age 62, or earlier
               retirement after attaining age 55 if at the time of such earlier retirement the
               Employee has ten or more years in the employ of the Company or a subsidiary of
               the Company. 



               



          		    (iii)       
               “Termination of Employment” means the event by which Employee ceases
               to be 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. 



               



             5.       
          Dividends and Adjustments. 



          		    (a)       
               Dividends. No Dividends or Dividend Equivalents of any kind (including
               cash dividends, non-Common Stock Dividends or Common Stock Dividends) will be
               credited or paid on any unvested Units (whether or not Earned). 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. 


               



          		    (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. Settlement of any Unit, which
          otherwise would occur upon the 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. The elections and terms set
          forth or incorporated in this Agreement notwithstanding, if, under U.S. Federal
          income tax laws as presently in effect or hereafter amended, any elections or
          rights of Employee with respect to the Units or deferrals hereunder would result
          in Employee’s constructive receipt of income relating to the Units prior to
          the actual distribution of shares of Common Stock in settlement of the Units,
          such elections or rights shall be automatically modified and limited to the
          extent necessary such that Employee will not be deemed to be in constructive
          receipt of such income prior to the actual distribution of such shares. If no
          modification to such elections or rights can provide for deferral past the
          vesting date without constructive receipt by the Employee, such elections and
          rights will be disregarded and unavailing, and settlement shall occur without
          regard to any such deferral election. 



             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. 



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             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 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. 


               



	




5 



















          		    (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 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. 






	




6 

















          		    (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. 


               



	



7 
















	




Exhibit A 



PROPOSED PERFORMANCE CRITERIA FOR 

RESTRICTED STOCK UNITS: 











8