EXHIBIT 99.2
INTERNATIONAL FLAVORS & FRAGRANCES INC.
2000 Supplemental Stock Award Plan
Non-Qualified Stock Option Agreement
This Stock Option Agreement (the "Agreement") confirms the grant
on _____________ (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES
INC., a New York corporation (the "Company"), to ("Employee") of an option
(the "Option") to purchase shares of Common Stock, par value $.12-1/2 per
share (the "Shares"), as follows:
Shares purchasable: ___________ Shares (No reload options are authorized)
Exercise Price: $__________ per Share
Option vests and
becomes exercisable: As to all of the Shares on ________________,
provided that portions of the Option will vest
and become cumulatively exercisable upon the
market price of the Common Stock hereafter
reaching the "Market Price Target" specified in
the following table:
Option Vesting and Exercisability Market Price Target
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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 Option shall become immediately vested and
exercisable upon a Change in Control or upon the occurrence of
certain events relating to termination of employment, in accordance
with Section 4 hereof.
Expiration Date: The earlier of ____________ or the date six months
and one day after the market price of the Common
Stock has reached an average closing price of
$______ measured over any period of 20
consecutive trading days, as reported in the Wall
Street Journal (the "Stated Expiration Date") or,
in the event Employee's employment by the Company
and its subsidiaries earlier terminates, the date
the Option expires or ceases to be exercisable
under Section 4 hereof.
The Option is subject to the terms and conditions of the 2000 Supplemental
Stock Award Plan (the "Plan") and this Agreement, including the Terms and
Conditions of Option Grant attached hereto. The number and kind of shares
purchasable, the Exercise Price, and the specified Market Price Targets are
subject to adjustment in accordance with Section 10(c) of the Plan.
Employee acknowledges and agrees that (i) the Option is
nontransferable, except as provided in Section 7 hereof and Section 10(b)
of the Plan, (ii) the Option, and certain amounts of gain realized upon
exercise of the Option, is 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 5 hereof, and Section 9 of the
Plan, (iii) the Option is subject to forfeiture in the event of Employee's
termination of employment in certain circumstances, as specified in Section
4 hereof, and (iv) sales of Shares 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 OPTION GRANT
The following Terms and Conditions apply to the Option granted to
Employee by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the "Company"), as
specified on the preceding page. Certain specific terms of the Option,
including the number of shares purchasable, vesting and Expiration Date,
and Exercise Price, are set forth on the preceding page.
1. General. The Option is a non-qualified stock option 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 Option, 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. The Option is not an incentive stock option as defined under
Section 422 of the Internal Revenue Code of 1986, as amended.
2. Right to Exercise Option. Subject to all applicable laws,
rules, regulations and the terms of the Plan and this Agreement, Employee
may exercise the Option only after the time and to the extent the Option
has become vested and exercisable and prior to the Expiration Date of the
Option.
3. Method of Exercise. To exercise the Option, Employee must (a)
give written notice to the Secretary of the Company, which notice shall
specifically refer to this Agreement, state the number of Shares as to
which the Option is being exercised, the name in which he or she wishes the
Shares to be issued, and be signed by Employee, and (b) pay in full to the
Company the Exercise Price of the Option for the number of Shares being
purchased either (i) in cash (including by check), payable in United States
dollars, (ii), by delivery of Shares already owned by Employee (which
Shares must have been held for at least six months if they were acquired
under any Company plan and are not considered to be "mature" shares for
accounting purposes) having a fair market value, determined as of the date
the Option is exercised, equal to all or the part of the aggregate Exercise
Price being paid in this way or (iii) in any other manner then permitted by
the Committee. Once Employee gives notice of exercise, such notice may not
be revoked. When Employee exercises the Option, or part thereof, the
Company will transfer Shares (or make a certificate-less credit) to
Employee's brokerage account at a designated securities brokerage firm or
otherwise deliver Shares to Employee. No Employee or Beneficiary shall have
at any time any rights with respect to shares covered by this Agreement
prior to issuance of certificates (or certificate-less credit) therefor
following exercise of the Option as provided above. No adjustment shall be
made for dividends or other rights for which the record date is prior to
the date of issue of such stock certificates (or credit).
4. Termination Provisions. The following provisions will govern
the vesting, exercisability and expiration of the Option in the event of
termination of Employee's employment, unless otherwise determined by the
Committee (subject in all cases to Section 8(a) hereof); provided, however,
that the expiration of the Option in the event of any Termination of
Employment following a Change in Control, other than a termination by the
Company for Cause, shall be governed by Section 8(a)(ii) of the Plan (with
the "stated term of the Award" for purposes of Section 8(a)(ii) ending at
the Stated Expiration Date, as defined herein):
(a) Death. In the event of Employee's Termination of
Employment due to death, the Option, to the extent then
outstanding, will vest and become exercisable immediately in full
and will expire at the earlier of one year after such termination
or the Stated Expiration Date.
(b) Disability. In the event of Employee's Termination of
Employment due to Disability (as defined below), the Option, to
the extent then outstanding, will vest and become exercisable
immediately in full and will expire at the earlier of three years
after such termination or the Stated Expiration Date.
(c) Retirement. In the event of Employee's Termination of
Employment due to Retirement (as defined below), the Option, to
the extent then outstanding, will not be forfeited as a result of
such Retirement, but will remain outstanding, will be or become
exercisable at such times as the Option would have been vested and
exercisable had Employee continued to be employed by the Company,
and will expire at such time as the Option would have expired had
Employee continued to be employed by the Company.
(d) Termination by the Company Without Cause. In the
event of Employee's Termination of Employment by the Company
without Cause, the portion of the then-outstanding Option not
vested and exercisable at the date of termination will be
forfeited, and any portion of the then-outstanding Option that is
vested and exercisable at the date of termination will expire at
the earlier of three months after termination or the Stated
Expiration Date.
(e) Termination by the Company for Cause. In the event of
Employee's Termination of Employment by the Company for Cause (as
defined below), the Option, whether or not then vested and
exercisable, immediately will be forfeited and will expire.
(f) Termination by the Employee Voluntarily. In the event
of Employee's voluntary Termination of Employment, the portion of
the then-outstanding Option not vested and exercisable at the date
of termination will be forfeited, and any portion of the
then-outstanding Option that is vested and exercisable at the date
of termination will expire at the earlier of three months after
termination or the Stated Expiration Date.
(g) Certain Definitions. The following definitions apply
for purposes of this Agreement:
(i) "Cause" means (A) the willful and continued
failure by Employee to perform substantially his duties
with the Company (other than any such failure resulting
from Employee's incapacity due to physical or mental
illness) after a written demand for substantial
performance is delivered to Employee which specifically
identifies the manner in which Employee has not
substantially performed his duties, (B) the willful
engagement by Employee in conduct which is not authorized
by the Board of Directors of the Company or within the
normal course of Employee's business decisions and is
known by Employee to be materially detrimental to the
best interests of the Company or any of its subsidiaries,
or (C) the willful engagement by Employee in illegal
conduct or any act of serious dishonesty which adversely
affects, or, in the reasonable estimation of the Board of
Directors of the Company, could in the future adversely
affect, the value, reliability or performance of Employee
to the Company in a material manner. Any act, or failure
to act, based upon authority given pursuant to a
resolution duly adopted by the Board of Directors of the
Company or based upon the advice of counsel for the
Company shall be conclusively presumed to be done, or
omitted to be done, by Employee in good faith and in the
best interests of the Company. The foregoing
notwithstanding, if Employee has an employment agreement
or is covered by a severance policy containing a
different definition of "Cause," Employee shall be deemed
terminated for "Cause" only if the requirements of such
other definition are also met.
(ii) "Disability" means a disability entitling
the 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.
(iii) "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.
(iv) "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. Additional Forfeiture Provisions. Employee agrees that, by
signing this Agreement and accepting the grant of the Option, the
forfeiture conditions set forth in Section 9 of the Plan shall apply to
this Option and to gains realized upon the exercise of this Option.
6. Employee Representations and Warranties Upon Exercise. As a
condition to the exercise of the Option, 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.
7. Nontransferability. Employee may not transfer the Option or any
rights thereunder to any third party other than by will or the laws of
descent and distribution, and, during Employee's lifetime, only Employee or
his or her duly appointed guardian or legal representative may exercise the
Option, except for transfers to a Beneficiary or as otherwise permitted and
subject to the conditions under Section 10(b) of the Plan.
8. Miscellaneous.
(a) Binding Agreement; Written Amendments. This Agreement
shall be binding upon the heirs, executors, administrators and
successors of the parties. This Agreement constitutes the entire
agreement between the parties with respect to the Option, and
supersedes any prior agreements or documents with respect to the
Option. 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 Option shall be valid
unless expressed in a written instrument executed by Employee.
(b) No Promise of Employment. The Option 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) 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.
(d) 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.
