EXHIBIT 99.3
INTERNATIONAL FLAVORS & FRAGRANCES INC.
2000 SUPPLEMENTAL STOCK AWARD PLAN
STOCK UNIT AGREEMENT
This Stock Unit Agreement (the "Agreement") confirms the grant on ___________
(the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC., a New York
corporation (the "Company"), to ("Employee") of Stock Units (the "Units"),
including rights to Dividend Equivalents as specified herein, in
consideration of Employee's surrender of stock options pursuant to
Employee's executed "Election Form -- Election To Receive Stock Units In
Exchange For Surrender of Stock Options" (the "Election Form"), as follows:
Number granted: _________ Units
Units vest: All Units will vest on __________, if
not previously forfeited, provided
that portions of the Units will vest and
become non-forfeitable upon the market
price of the Company's Common Stock
reaching the "Market Price Target"
specified in the following table:
Unit Vesting Market Price Target
------------ -------------------
For purposes of this Agreement, the "Market Price Target" will be
deemed to have been reached only if the closing price per share of
the Company's Common Stock, in consolidated reporting for
securities listed on the New York Stock Exchange, is equal to or
greater than the amount specified in the table for seven trading
days within any period of 20 consecutive trading days, as reported
in the Wall Street Journal. In addition, the Units shall become
immediately vested upon a Change in Control or upon the occurrence
of certain events relating to termination of employment, in
accordance with Section 4 hereof.
Settlement: Units granted hereunder, together with Units
credited as a result of Dividend Equivalents,
will be settled by delivery of one share of the
Companys 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
filling out the following section 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
(subject to accelerated settlement in the event
of a Change in Control or Employee's Termination
of Employment for any reason).
____ I hereby elect to defer the settlement of my
Units until my Termination of Employment for any
reason.
* * * * * *
The Units are subject to the terms and conditions of the 2000 Supplemental
Stock Award Plan (the "Plan") and this Agreement, including the Terms and
Conditions of Units attached hereto. The number of Units, the kind of
shares deliverable in settlement of Units, and the specified Market Price
Targets are subject to adjustment in accordance with Section 5 hereof and
Section 10(c) of the Plan.
Employee acknowledges and agrees that (i) Units are
nontransferable, except as provided in Section 3 hereof and Section 10(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 9 of the
Plan, (iii) Units are subject to forfeiture in the event of Employee's
termination of employment in certain circumstances prior to vesting, as
specified in Section 4 hereof, and (iv) sales of shares delivered in
settlement of Units will be subject to the Company's policies regulating
trading by employees.
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 INTERNATIONAL FLAVORS & FRAGRANCES INC.
---------------------------- By:
[Employee Name] [Name]
[Title]
TERMS AND CONDITIONS OF UNITS
The following Terms and Conditions apply to the Units granted to
Employee by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the "Company"), and
Units resulting from Dividend Equivalents, as specified in the Stock Unit
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 Supplemental Stock Award Plan (the "Plan"), a copy of which is
delivered to Employee with this Agreement. 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 Stock Option and Compensation Committee
(the "Committee") made from time to time 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
the Option.
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 and any
crediting of additional Units to Employee pursuant to payments equivalent
to dividends paid on Common Stock under Section 5 hereof ("Dividend
Equivalents").
3. NONTRANSFERABILITY. Until Units become settleable in accordance
with the terms of this Agreement, Employee may not transfer Units or any
rights thereunder to any third party other than by will or the laws of
descent and distribution, except for transfers to a Beneficiary or as
otherwise permitted and subject to the conditions under Section 10(b) of
the Plan.
4. TERMINATION PROVISIONS. The following provisions will govern
the vesting and forfeiture of the Units in the event of termination of
Employee's employment, unless otherwise determined by the Committee
(subject to Section 10(a) hereof):
(a) Death, Disability or Retirement. In the event of
Employee's Termination of Employment due to death, Disability (as
defined below), or Retirement (as defined below), the Units, to
the extent then outstanding, will vest and become non-forfeitable
immediately in full, and will be settled as promptly as
practicable thereafter.
(b) Termination by the Company, With or Without Cause, or
Voluntarily by Employee. In the event of Employee's Termination of
Employment by the Company, with or without cause, or by Employee
voluntarily, the portion of the then-outstanding Units not vested
at the date of termination will be forfeited, 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.
(c) Certain Definitions. The following definitions apply for
purposes of this Agreement:
(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.
(ii) "Retirement" means retirement after
attaining age 62, or earlier retirement if at the time of
such earlier retirement the sum of the Employee's age
plus years of service equals or exceeds 70.
(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. DIVIDEND EQUIVALENTS AND ADJUSTMENTS.
(a) Dividend Equivalents. Dividend Equivalents will be
credited on Units (other than Units that, at the relevant record
date, previously have been settled or forfeited) and deemed
reinvested in additional Units as follows:
(i) Cash Dividends. If the Company declares and
pays a dividend or distribution on Common Stock in the
form of cash, then a number of additional Units shall be
credited to Employee's Account as of the payment date for
such dividend or distribution equal to the number of
Units credited to the Account as of the record date for
such dividend or distribution multiplied by the amount of
cash actually paid as a dividend or distribution on each
outstanding share of Common Stock at such payment date,
divided by the Fair Market Value of a share of Common
Stock at such payment date.
(ii) Non-Common Stock Dividends. If the Company
declares and pays a dividend or distribution on Common
Stock in the form of property other than shares of Common
Stock, then a number of additional Units shall be
credited to Employee's Account as of the payment date for
such dividend or distribution equal to the number of
Units credited to the Account as of the record date for
such dividend or distribution multiplied by the Fair
Market Value of such property actually paid as a dividend
or distribution on each outstanding share of Common Stock
at such payment date, divided by the Fair Market Value of
a share of Common Stock at such payment date.
(iii) Common Stock Dividends and Splits. If the
Company declares and pays a dividend or distribution on
Common Stock in the form of additional shares of Common
Stock, or there occurs a forward split of Common Stock,
then a number of additional Units shall be credited to
Employee's Account as of the payment date for such
dividend or distribution or forward split equal to the
number of Units credited to the Account as of the record
date for such dividend or distribution or split
multiplied by the number of additional shares of Common
Stock actually paid as a dividend or distribution or
issued in such split in respect of each outstanding share
of Common Stock.
(b) Adjustments. The number of Units credited to
Employee's Account shall be appropriately adjusted, in order to
prevent dilution or enlargement of Employees' rights with respect
to Units, to reflect any changes in the number of outstanding
shares of Common Stock resulting from any event referred to in
Section 10(c) of the Plan, taking into account any Units credited
to Employee in connection with such event under Section 5(a)
hereof, and the Market Price Targets specified in this Agreement
shall likewise be appropriately adjusted, in the sole discretion
of the Committee.
(c) Risk of Forfeiture and Settlement of Units Resulting
from Dividend Equivalents and Adjustments. Units which directly or
indirectly result from Dividend Equivalents on or adjustments to a
Unit granted hereunder shall be subject to the same risk of
forfeiture (including additional forfeiture terms of Section 9 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.
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 9 of the Plan shall apply to all Units
hereunder and to gains realized upon the settlement of the Units.
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 9 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
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 accomodate 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 10(d) of the Plan, the number of
shares having a value nearest to, but not exceeding, the amount of
income and employment taxes 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 withholding taxes 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.
Employee's statements shall be deemed a part of this Agreement,
and shall evidence the Company's obligations in respect of Units,
including the number of Units credited as a result of Dividend
Equivalents (if any). Any statement containing an error shall not,
however, represent a binding obligation to the extent of such
error, notwithstanding the inclusion of such statement as part of
this Agreement.
10. MISCELLANEOUS.
(a) Binding Agreement; Written Amendments. This Agreement
shall be binding upon the heirs, executors, administrators and
successors of the parties. This Agreement and the Election Form
constitute the entire agreement between the parties with respect
to the Units and the surrender of the Options, 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.
(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.
(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.
