SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

INTERNATIONAL FLAVORS & FRAGRANCES INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

            (17 CFR 240.13e-4(c)

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On November 8, 2007 International Flavors and Fragrances Inc. (the “Company” or “IFF”), pursuant to authority granted by the Compensation Committee of the Company’s Board of Directors, entered into a letter agreement (the “Agreement”) with James H. Dunsdon, in connection with Mr. Dunsdon’s retirement from his position as Senior Vice President and Chief Transition Officer effective as of December 31, 2007. The summary of the terms of the agreement is qualified in its entirety by reference to the text of the agreement, a copy of which is filed as Exhibit 10.1 hereto.

 

Under the terms of the Agreement, Mr. Dunsdon has agreed, effective as of January 1, 2008 and through his retirement date of February 28, 2009, to continue as an employee of the Company to assist in the transition of his current duties, to continue his liaison duties with various industry trade associations and to manage such other projects as are assigned to him from time to time by the Company’s Chairman and Chief Executive Officer. Effective January 1, 2008, Mr. Dunsdon’s base salary will be $215,000 per year and he will continue to be eligible to participate in employee benefits that are available to employees generally. In 2007, he will continue to participate in the Annual Incentive Plan (“AIP”) under the Company’s 2000 Stock Award and Incentive Plan (“2000 SAIP”) at a target annual incentive compensation of 60% of base salary. He will also be eligible to participate in the AIP for 2008 at the same target percentage. His 2009 AIP will be prorated based on the time he serves as an employee during that year (2/12ths or 16.7%). Mr. Dunsdon will also continue to participate fully in the Long-Term Incentive Plan (“LTIP”) under the 2000 SAIP for the 2005-2007 cycle. His participation in the 2006-2008 and 2007-2009 LTIP cycles will be prorated based on the time he serves as an employee during each of those cycles. Mr. Dunsdon will not participate in the 2008-2010 LTIP cycle, nor will he be eligible to receive an equity award grant in 2008 under the Company’s Equity Choice Program under the 2000 SAIP. Effective January 1, 2008, he will also not be eligible to participate in the Company’s Executive Separation Policy. He will, however, continue to be eligible for perquisites that the Company makes available to senior executives, including a Company-provided automobile, financial planning and tax preparation assistance and health club membership.

 

Robert M. Amen, Chairman and Chief Executive Officer of the Company, thanked Mr. Dunsdon for his many years of service to the Company and for his leadership and impact on the Company throughout this period and thanked him for his willingness to continue to assist the Company for the near term future.

 

 

 

 

 

 

 

 

Item 9.01. Financial Statement and Exhibits.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

          INTERNATIONAL FLAVORS & FRAGRANCES INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBITS INDEX

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          Exhibit 10.1

 

November 8, 2007

 

Mr. James H. Dunsdon

 

Dear Jim,

 

The purpose of this letter is to memorialize your voluntary and mutually agreed changes in status effective January 1, 2008. At that time, you will retire as a director and/or officer of the Company and all entities controlled directly or indirectly by the Company (together with the Company, the “Company Group”) of which you have served as a director and /or officer. You will remain an employee of the Company, reporting to the Chairman and Chief Executive Officer and responsible for liaison with our various trade associations for both flavors and fragrances. You will remain in this capacity until February 28, 2009 at which time you will retire from employment with IFF.

 

The details of your terms and conditions of employment effective January 1, 2008 are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Until your retirement date, you will also be eligible for perquisites that IFF makes available to senior executives, including a Company-provided automobile (or an allowance in lieu of Company-provided automobile) in accordance with the terms of the applicable IFF automobile policy, financial planning and tax preparation assistance, and a Company payment toward a health club membership. Subsequent to your normal retirement, you will not be eligible for these perquisites.

 

 

 

 

Finally, effective January 1, 2008, you will not be eligible to participate in the IFF Executive Separation Policy. However, in any and all events other than termination for cause, the terms and conditions of this agreement shall remain in force through February 28, 2009.

 

 

Please sign and return to me one copy of this letter to indicate your understanding of and agreement to the terms and conditions set forth above. Please feel free to contact me if you have any questions.

 

Sincerely,

 

/s/ STEVEN J. HEASLIP

 

 

Accepted:

 

I am in agreement with the changes to my employment as outlined above.