INTERNATIONAL FLAVORS & FRAGRANCES INC.
STOCK OPTION PLAN FOR NON-EMPOYEE DIRECTORS
International Flavors & Fragrances Inc., a New York corporation (herein
called "IFF"), hereby establishes the Stock Option Plan For Non-Employee
Directors (herein called the "Plan") on the following terms and conditions:
1. Purpose: To attract and retain the services of qualified independent
directors of IFF who are not employees of IFF and provide additional incentive
for such directors to work for the best interests of IFF and its shareholders.
2. Method of Adoption: By the approval of the Board of Directors of IFF
(herein called the "Board") and of the holders of a majority of IFF shares.
3. Grant of Options: Options for 1,000 shares each will be automatically
granted to each non-employee director in each year commencing in 1990 and ending
in 1999, and each such grant in each year shall be made on the date of the
Annual Meeting of the Shareholders of IFF in that year.
4. Number of Shares: The Plan shall cover an aggregate of 100,000 shares
of common stock of IFF of the par value of $.12 1/2 each. Either authorized and
unissued shares or treasury shares may be used. If any options expire or
terminate without being exercised in full, including options voluntarily
surrendered for cancellation, the shares subject thereto which have not been
purchased in accordance with the terms of such options shall be available for
the grant of new options under the Plan.
5. Purchase Price: The purchase price per share for any stock optioned at
any time under this Plan shall be the fair market value thereof on the date of
granting the option. Upon exercise of any stock option the director may pay for
the stock covered by the stock option with Common Stock of IFF taken at its fair
market value, providing the director has held such Common Stock for at least six
months or such longer period as determined by the Board.