Memorandum of Understanding
This Memorandum sets forth an outline of the terms of an Employment
Contract pursuant to which International Flavors & Fragrances, Inc. ("IFF") will
employ Richard Goldstein ("Executive") as its Chairman and CEO.
I. Term: Five years from date first employed.
II. Annual Compensation
Salary: Not less than $900,000.
Bonus: Based on performance. First year guarantee
$590,000 (which represents 60% of salary),
under plan to be adopted by IFF shareholders at
annual meeting. No proration.
Long Term Incentive: Based on performance. First year guarantee
$720,000 (which represents 80% of salary),
under plan to be adopted by IFF shareholders at
annual meeting. No proration.
Annual Stock Option First year 100,000 shares. Thereafter annual
Grant: stock option grant of shares with Black-Scholes
value of $590,000. First year grant will be
made after IFF shareholders have approved new
stock option plan at annual meeting.
Expenses: $120,000 per year to cover incidental business
related expenses.
Benefits: Participate in IFF programs for its executives.
IFF will provide Executive supplemental
individual life insurance, group life
insurance, long term disability, accidental
death, etc. in order that total benefits
provided to Executive by IFF will be equivalent