INTERNATIONAL FLAVORS & FRAGRANCES INC.
2000 Stock Award and Incentive Plan
As Amended and Restated
Restricted Stock Units Agreement — Non-Employee Director
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 (‘‘Grantee’’) of Restricted Stock
Units (the ‘‘Units’’), as follows:
Number granted: Units (equal to $ divided by the Fair Market Value of
one Share on , 20 ).
All Units will vest on the third anniversary of the Grant Date, , 20
(the ‘‘Stated Vesting Date’’), if not previously forfeited. In addition, the
Units will become immediately vested upon a Change in Control or upon the
occurrence of certain events relating to termination of service, in accordance
with Section 4 hereof.
Units granted hereunder will be settled by delivery of one share of the
Company’s Common Stock, par value $.12
per share, for each Unit
being settled. Such settlement of Units not otherwise forfeited shall occur
promptly upon the Grantee’s Termination of Service, except as otherwise
provided in Section 4(b) (relating to Units unvested at the time of
Retirement) or Section 6 (relating to Change in Control and other cases).
Any reference in this Agreement to settlement ‘‘promptly’’ upon a
settlement date requires that shares be delivered no more than 60 days after
the settlement date.
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 Sect