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INTERNATIONAL FLAVORS & FRAGRANCES INC.
2000 Stock Award and Incentive Plan,
as amended and restated effective as of March 6, 2007 (the ‘‘Plan’’)
Stock-Settled Appreciation Rights Agreement
This Stock-Settled Appreciation Rights Agreement (the ‘‘Agreement’’) confirms the grant on
, 20 (the ‘‘Grant Date’’) by INTERNATIONAL FLAVORS &
FRAGRANCES INC., a New York corporation (the ‘‘Company’’), to
(‘‘Employee’’), for the purpose set forth in Section 1 of the Plan, of stock appreciation rights (the
‘‘SARs’’) covering shares of the Company’s Common Stock, par value $.12
per share (the
‘‘Shares’’), pursuant to Section 6(c) of the Plan, as follows:
Shares covered by SARs:
__ Shares
Base Price (akin to exercise price):
$__ per Share, being the fair market value thereof on the Grant Date
SARs vest and become exercisable: As to 100% of the Shares covered by the SARs on the third anniversary of the
Grant Date, except that different vesting and exercisability provisions may apply
upon the occurrence of certain events specified in Section 5 or 6 hereof
Expiration Date:
The seventh anniversary of the Grant Date (at the close of business) (the ‘‘Stated
Expiration Date’’) or, in the event Employee’s employment by the Company or
its subsidiaries earlier terminates, then at the date the SARs expire or cease to be
exercisable as provided under Section 5 hereof, or, in the event of a Change in
Control, as provided in Section 6
Payment to Employee Upon
Exercise:
Upon exercise of SARs, Employee shall be entitled to receive payment in Shares
determined by the following formula:
Shares = ((FMV − Base Price) * SARs Exercised) / FMV
Where: ‘‘Shares’’ is the number of Shares to be delivered
‘‘FMV’’ is the Fair Market Value of a Share at the exercise
date
‘‘Base Price’’ is as set forth above
‘‘SARs Exercised’’ is the