Edgar Filing: INTERNATIONAL FLAVORS & FRAGRANCES INC

Definitive Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12

International Flavors & Fragrances Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Total fee paid:

Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

LOGO

International Flavors & Fragrances Inc.

521 West 57^th Street

New York, NY 10019

Dear Shareholder:

I am pleased to invite you to attend the 2010 Annual Meeting of Shareholders of International Flavors & Fragrances Inc. to be held on Tuesday, April 27, 2010 at 10:00 A.M. Eastern Time at our offices at 521 West 57^th Street, New York, New York 10019. (Attendees are requested to enter at 533 West 57^th Street.) Details regarding the business to be conducted are described in the accompanying Notice of Annual Meeting and Proxy Statement.

We take advantage of the SEC’s rule that allows us to furnish our proxy materials to our shareholders over the Internet. We believe electronic delivery helps expedite the receipt of materials and, by printing and mailing a smaller volume, helps lower our costs and reduce the environmental impact of our annual meeting materials. Beginning on March 9, 2010, a Notice of Internet Availability of Proxy Materials (which we refer to as the “Notice of Internet Availability”) or a full set of proxy materials will be mailed to our shareholders. The Notice of Internet Availability contains instructions on how to access the Notice of Annual Meeting, Proxy Statement and Annual Report to Shareholders online. If you receive a Notice of Internet Availability, you will not receive a printed copy of these materials, unless you specifically request one. The Notice of Internet Availability contains instructions on how to receive a paper copy of the proxy materials.

Your vote is very important to us. Whether or not you plan to attend the meeting, I hope that you will vote as soon as possible. You may vote over the Internet, by telephone or, if you request or receive a printed copy of the proxy materials, by completing, signing and mailing a proxy card.

Sincerely,

LOGO

Douglas D. Tough

Chairman and Chief Executive Officer

March 9, 2010

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting To Be Held on April 27, 2010.

The proxy statement and annual report to security holders are available at www.proxyvote.com.

2010 ANNUAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS		4

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING		5

CORPORATE GOVERNANCE		11
Corporate Governance Guidelines		11
Board Leadership Structure		11
Lead Director		12
Board and Committee Memberships		12
Risk Management Oversight		13
Audit Committee		13
Compensation Committee		13
Processes and Procedures Regarding Compensation		13
Nominating & Governance Committee		15
Independence of Directors and Committee Members and Related Person Matters		15
Board and Committee Meetings		16
Shareholder Communications		16
Director Candidates		16
Code of Business Conduct and Ethics		17

DIRECTORS’ COMPENSATION		19
Director Compensation Table		20

SECURITIES OWNERSHIP OF MANAGEMENT, DIRECTORS AND CERTAIN OTHER PERSONS		22
Beneficial Ownership Table		22
Section 16(a) Beneficial Ownership Reporting Compliance		23
Directors and Officers Indemnification and Insurance		24
Shareholders Proposals		24

PROPOSALS REQUIRING YOUR VOTE		25
Item 1—Election of Directors		25
Information about Nominees		25
Item 2—Ratification of Independent Registered Public Accounting Firm		29
Principal Accountant Fees and Services		29
Audit Committee Pre-Approval Policies and Procedures		29
Audit Committee Report		31
Item 3—Approval of 2010 Stock Award and Incentive Plan		32
Description of the 2010 Plan		35

EXECUTIVE COMPENSATION		42
Compensation Discussion & Analysis		42
Compensation Committee Report		64
Compensation Committee Interlocks and Insider Participation		65
Summary Compensation Table		65
All Other Compensation		69
Grants of Plan-Based Awards		71
Equity Compensation Plan Information		77
Outstanding Equity Awards at Fiscal Year-End		79


Option Exercises and Stock Vested		81
Pension Benefits		82
Non-Qualified Deferred Compensation		86
Termination of Employment and Change of Control Arrangements		88

OTHER MATTERS		98
Appendix A—2010 Stock Award and Incentive Plan		A-1

INTERNATIONAL FLAVORS & FRAGRANCES INC.

521 West 57^th Street

New York, NY 10019

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME:

10:00 A.M. Eastern Time on Tuesday, April 27, 2010

PLACE:

International Flavors & Fragrances Inc.

521 West 57 Street

New York, NY 10019

(Attendees are requested to enter at 533 West 57 Street.)

ITEMS OF BUSINESS:

To elect 11 members of the Board of Directors, each for a one-year term.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2010.

To approve the 2010 Stock Award and Incentive Plan.

To consider such other business as may properly be brought before the 2010 Annual Meeting and any adjournment or postponement.

RECORD DATE:

You are entitled to vote at the 2010 Annual Meeting if you were a shareholder of record at the close of business on March 1, 2010.

ANNUAL MEETING ADMISSION:

In addition to a form of personal photo identification, you will need either an admission ticket or proof that you own IFF shares in order to attend the 2010 Annual Meeting. If you plan to attend the meeting and have received a proxy card, please bring the admission ticket accompanying the proxy card and check the box on that proxy card indicating that you will be attending. If you are a shareholder of record and you vote by Internet or telephone, you may also indicate if you plan to attend the meeting. If you do not have an admission ticket, you must bring evidence of your ownership of IFF stock (which, if you are a beneficial holder, can be obtained from your bank, broker or other record holder of your shares) in order to be admitted. You may also request a ticket by writing to the Office of the Secretary, International Flavors & Fragrances Inc., 521 West 57 Street, New York, New York 10019. Evidence of your ownership must accompany your letter.

PROXY VOTING:

It is important that your shares be represented and voted at the meeting. You may vote your shares by voting in person at the meeting, by Internet or by telephone, or by completing and returning a proxy card. See details under the heading “How do I vote?”.

INSPECTION OF LIST OF SHAREHOLDERS OF RECORD:

A list of the shareholders of record as of March 1, 2010 will be available for inspection at the 2010 Annual Meeting.

By Order of the Board of Directors,

LOGO

Dennis M. Meany

Senior Vice President, General Counsel

and Secretary

QUESTIONS AND ANSWERS

ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

Why am I receiving these proxy materials?

We are providing you with proxy materials, or access thereto, in connection with the solicitation by the Board of Directors of International Flavors & Fragrances Inc., a New York corporation (“IFF,” the “Company,” “we,” “us” or “our”), of proxies to be used at our 2010 Annual Meeting of Shareholders and at any adjournment or postponement. Shareholders are invited to attend the 2010 Annual Meeting, which will take place at 10:00 a.m. on Tuesday, April 27, 2010, and are requested to vote on the proposals described in this Proxy Statement.

A full set of printed proxy materials or a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) will be sent to record and beneficial shareholders starting on or around March 9, 2010, and the proxy materials, including the Notice of Annual Meeting, Proxy Statement and 2009 Annual Report, will be made available to shareholders on the Internet on March 9, 2010.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials? Alternatively, why did I receive a full set of printed proxy materials this year instead of a Notice of Internet Availability?

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are providing access to the Company’s proxy materials over the Internet rather than printing and mailing the proxy materials to all shareholders. We believe electronic delivery will expedite the receipt of materials and will help lower our costs and reduce the environmental impact of our annual meeting materials. Therefore, a Notice of Internet Availability will be mailed to shareholders (or e-mailed, in the case of shareholders that have previously requested to receive proxy materials electronically) starting on or around March 9, 2010. The Notice of Internet Availability will provide instructions as to how shareholders may access and review the proxy materials on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a copy of the proxy materials, including a proxy card, be sent to them by mail. The Notice of Internet Availability will also provide voting instructions. In addition, shareholders may request to receive the proxy materials in printed form by mail or electronically by e-mail on an ongoing basis for future shareholder meetings. Please note that, while our proxy materials are available at the IFF website referenced in the Notice of Internet Availability, no other information contained on the website is incorporated by reference in or considered to be a part of this document.

Certain of our record and beneficial shareholders may receive a full set of printed proxy materials this year instead of a Notice of Internet Availability either because that shareholder previously requested to receive materials in printed form or because the Company has the option to stratify its mailing by sending a Notice of Internet Availability to certain shareholders and a full printed set of proxy materials to others. The following questions and answers about the proxy materials and the Annual Meeting, while generally referring to the Notice of Internet Availability, apply equally to those shareholders receiving a full set of printed proxy materials.

What information is contained in these materials?

The information included in this Proxy Statement relates to proposals you will vote on at the 2010 Annual Meeting, the voting process, the compensation of directors and our most highly paid executive officers in 2009 and certain other information.

How may I obtain directions to attend the 2010 Annual Meeting of Shareholders and vote in person?

You may obtain directions to attend the meeting and vote in person by contacting the IFF operator at (212) 765-5500.

Why did I receive more than one Notice of Internet Availability?

You may receive multiple Notices of Internet Availability if you hold your shares of IFF’s common stock in multiple accounts (such as through a brokerage account and an employee benefit plan). If you are a participant in the Company’s Retirement Investment Fund Plan (401(k)) and have common stock in a plan account, you may receive a separate Notice of Internet Availability, and your proxy, when executed in accordance with the instructions in that Notice of Internet Availability, will serve as voting instructions for the plan trustee. If you hold your shares of IFF’s common stock in multiple accounts, you should vote your shares as described in each separate Notice of Internet Availability you receive.

If you are a shareholder of record, you may contact the Office of the Secretary, International Flavors & Fragrances Inc., 521 West 57 Street, New York, New York 10019 (telephone: (212) 765-5500) if you are currently receiving multiple Notices of Internet Availability and want to request delivery of a single Notice of Internet Availability in the future. If your shares are held in “street name” and you want to increase or decrease the number of Notices of Internet Availability delivered to your household in the future, you should contact your broker, bank or other custodian who holds the shares on your behalf.

What is the difference between a “shareholder of record” and a “street name” holder?

If your shares are registered directly in your name with IFF’s transfer agent, American Stock Transfer & Trust Company (“AST”), you are considered a “shareholder of record” or a “registered shareholder” of those shares. In this case, your Notice of Internet Availability has been sent to you directly by IFF.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee or custodian, including shares you may own as a participant in the Company’s Retirement Investment Fund Plan (401(k)), you are considered the “beneficial owner” of those shares, which are held in “street name.” A Notice of Internet Availability has been forwarded to you by or on behalf of your broker, bank, trustee or other holder, who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your broker, bank, trustee or other holder of record as to how to vote your shares by following its instructions for voting.

Who is entitled to vote at the 2010 Annual Meeting?

IFF’s Board of Directors has established March 1, 2010 as the record date for the 2010 Annual Meeting of Shareholders. Only shareholders of record at the close of business on the record date are entitled to receive notice of the annual meeting and to vote at the 2010 Annual Meeting. At the close of business on March 1, 2010, there were 79,277,163 outstanding shares of IFF’s common stock. Each share of common stock is entitled to one vote on each matter properly brought before the 2010 Annual Meeting.

What will I vote on?

There are three proposals scheduled to be voted on at the 2010 Annual Meeting:

•

the election of 11 members of the Board of Directors, each to hold office for a one-year term until the Annual Meeting in 2011;

•

the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2010; and

•

the approval of the 2010 Stock Award and Incentive Plan.

How many votes must be present to hold the 2010 Annual Meeting?

A “quorum” is necessary to hold the 2010 Annual Meeting. A quorum is established if the holders of a majority of the votes entitled to be cast by shareholders are present at the meeting, either in person or by proxy.

Abstentions and broker non-votes are counted as present for purposes of determining a quorum. Shares of common stock represented by executed proxies received by the Company will be counted for purposes of establishing a quorum at the meeting, regardless of how or whether such shares are voted on any specific proposal.

What are the voting recommendations of IFF’s Board of Directors?

IFF’s Board of Directors recommends that you vote your shares as follows:

•

“FOR” the election of each of the 11 nominees to the Board;

•

“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as IFF’s independent registered public accounting firm for 2010; and

•

“FOR” the approval of the 2010 Stock Award and Incentive Plan.

How do I vote?

You may vote in several different ways:

In person at the 2010 Annual Meeting

You may vote in person at the 2010 Annual Meeting. You may also be represented by another person at the meeting by executing a proxy properly designating that person. If you are the beneficial owner of shares held in “street name,” you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspectors of election with your ballot to be able to vote at the meeting.

By telephone

You may vote by calling the telephone number specified on the website provided in the Notice of Internet Availability. Please have your Notice of Internet Availability handy when you call and use any touch-tone phone to transmit your voting instructions.

By Internet

You may vote by using the Internet, www.proxyvote.com, to submit your voting instructions. Please have your Notice of Internet Availability handy when you go online. If you vote on the Internet, you may also request electronic delivery of future proxy materials.

By mail

You may vote by completing, signing, dating and returning a proxy card which will be mailed to you if you request delivery of a full set of proxy materials. A proxy card may also be mailed to you, at the Company’s option, beginning on or after the tenth day following the mailing of the Notice of Internet Availability. In either case, a postage-paid envelope will be provided along with the proxy card.

Telephone and Internet voting for shareholders of record will be available until 11:59 PM Eastern Time on April 26, 2010. A mailed proxy card must be received by April 26, 2010 in order to be voted at the Annual Meeting. If you are a 401(k) plan participant, telephone and Internet voting will be available until, or your mailed proxy card must be received by, 11:59 P.M. Eastern Time on April 22, 2010. The availability of telephone and Internet voting for beneficial owners of other shares held in “street name” will depend on your broker, bank or other holder of record and we recommend that you follow the voting instructions on the Notice of Internet Availability that you receive from them.

If you are mailed a set of proxy materials and a proxy card or voting instruction card and you choose to vote by telephone or by Internet, you do not have to return your proxy card or voting instruction card. However, even if you plan to attend the 2010 Annual Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the meeting.

How can I change my vote?

If you are a shareholder of record, you may revoke your proxy before it is exercised by:

•

Sending a written notice to the Office of the Secretary, International Flavors & Fragrances Inc., 521 West 57 Street, New York, New York 10019 stating that your proxy is revoked. The notice must be received prior to the 2010 Annual Meeting;

•

Signing and delivering a later-dated proxy card to the Office of the Secretary after voting by telephone or using the Internet, so that it is received prior to the 2010 Annual Meeting;

•

Voting by telephone or using the Internet after the date of your proxy card and before the 2010 Annual Meeting; or

•

Attending the 2010 Annual Meeting and voting in person by ballot. Your attendance at the 2010 Annual Meeting in person will not cause your previously granted proxy to be revoked unless you specifically so request or you vote by ballot at the meeting.

If you are a beneficial owner of shares held in “street name”, you may submit new proxy voting instructions by contacting your bank, broker or other holder of record.

How are votes counted?

In the election of the directors, your vote may be cast “FOR” or “AGAINST” a nominee or you may “ABSTAIN”. Likewise, for the other proposals, your vote may be cast “FOR”, “AGAINST” or you may “ABSTAIN”.

Additional information concerning the required vote for each proposal, including the treatment of abstentions and broker non-votes, is included on this page below under the heading “How many votes are needed to approve the proposals?”.

All executed proxies will be voted in accordance with the voting instructions contained in those proxies. If you are a shareholder of record and you furnish your proxy using the Internet, by phone or by returning a proxy card but do not indicate your voting preferences, the persons named in the proxy will vote your shares represented by that proxy in accordance with the recommendation of our Board of Directors as described under the heading “What are the voting recommendations of IFF’s Board of Directors?”.

Who will count the votes?

A representative from Broadridge Financial Solutions, Inc. will tabulate the votes and serve as the Company’s inspector of election at the 2010 Annual Meeting.

What is an abstention?

An “abstention” occurs when a shareholder executes a proxy using the Internet, by phone or by returning a proxy card, but he or she refrains from voting as to a particular matter by indicating that he or she “abstains” as to that matter.

What is a broker non-vote?

A “broker non-vote” occurs when a brokerage firm or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have authority to vote on a “non-routine” proposal without receiving voting instructions from the beneficial owner. To the extent that they have not received voting instructions on a “non-routine” proposal, brokers report such number of shares as “non-votes”.

Due to recent changes under New York Stock Exchange (“NYSE”) rules, this year the election of directors (Item 1 in this Proxy Statement) will be treated as a “non-routine” proposal. In addition, approval of the 2010 Stock Award and Incentive Plan (Item 3 in this Proxy Statement) is a “non-routine” proposal. This means that if a brokerage firm holds your shares on your behalf, those shares will not be voted in the election of directors or approval of the 2010 Stock Award and Incentive Plan unless you provide instructions to that firm by voting your proxy.

The ratification of the selection of an independent registered public accounting firm (Item 2 in this Proxy Statement) is considered a “routine” proposal, and brokers generally may vote on behalf of beneficial owners who have not furnished voting instructions, subject to the rules of the NYSE concerning transmission of proxy materials to beneficial owners, and subject to any proxy voting policies and procedures of those brokerage firms.

In order to ensure that any shares held on your behalf by a brokerage firm or other organization are voted in accordance with your wishes, we encourage you to provide instructions to that firm or organization by voting your proxy.

How many votes are needed to approve the proposals?

The affirmative vote of a majority of the votes cast is required for the election of directors, which means that a nominee must receive a greater number of votes “FOR” his or her election than votes “AGAINST” in order to be elected. Votes cast do not include any abstentions or broker non-votes with respect to a nominee’s election and, therefore abstentions and broker non-votes will have no effect on the outcome of the elections. Our By-laws include this majority voting standard for uncontested elections and provide that any director nominee in an uncontested election who does not receive an affirmative majority of votes cast must promptly offer his or her resignation. A description of the process which, under our By-laws and Corporate Governance Guidelines, will be followed if such an event occurs, is included in this Proxy Statement under the heading Proposals Requiring Your Vote-Item 1-Election of Directors.

The affirmative vote of a majority of the votes cast is required to approve the 2010 Stock Award and Incentive Plan, provided that the total votes cast on this proposal represent more than 50% of the outstanding shares entitled to vote on this proposal. In other words, for purposes of this proposal, the sum of votes cast “for” and “against” this proposal plus abstentions must exceed 50% of the number of outstanding shares of our common stock. Pursuant to NYSE rules, abstentions will count as votes cast and will have the same effect as votes cast against the proposal. Broker non-votes will not count as votes cast because brokers do not have the authority to vote shares on this proposal without direction from the beneficial owner. Thus, failure to direct your vote will make it less likely that the total votes cast on this proposal will represent more than 50% of the outstanding shares of our common stock, which could impair our ability to approve the 2010 Stock Award and Incentive Plan.

The affirmative vote of a majority of the votes cast is required to ratify the selection of PricewaterhouseCoopers LLP (PwC) as the Company’s independent registered public accounting firm for 2010. Votes cast do not include any abstentions or broker non-votes with respect to this proposal and, therefore abstentions and broker non-votes will have no effect on the outcome of this proposal.

Where can I find the voting results of the 2010 Annual Meeting?

IFF will announce preliminary voting results at the 2010 Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within 4 business days of the 2010 Annual Meeting.

Do I need an admission ticket to attend the 2010 Annual Meeting?

You will need either an admission ticket or proof that you own IFF shares to enter the 2010 Annual Meeting. If you plan to attend the meeting and have received a proxy card, please bring the admission ticket accompanying the proxy card and check the box on that proxy card indicating that you will be attending. If you are a shareholder of record and you vote by Internet or telephone, you may also indicate if you plan to attend the meeting. If you do not have an admission ticket, you must bring evidence of your ownership of IFF stock (which, if you are a beneficial holder, can be obtained from your bank, broker or other record holder of your shares), in order to be admitted. You may also request a ticket by writing to the Office of the Secretary, International Flavors & Fragrances Inc., at the address noted above. Evidence of your ownership must accompany your letter. You must also present a form of personal photo identification in order to be admitted to the meeting.

How do I obtain a separate Notice of Internet Availability if I share an address with other shareholders?

When more than one shareholder of record of IFF’s common stock shares the same address, we may deliver only one Notice of Internet Availability to that address unless we have received contrary instructions from one or more of those shareholders. Similarly, brokers and other nominees holding shares of IFF’s common stock in “street name” for more than one beneficial owner with the same address may deliver only one Notice of Internet Availability to that address if they have received consent from those beneficial owners. We will deliver promptly upon written or oral request a separate Notice of Internet Availability to any shareholder, including a beneficial owner of shares held in “street name,” at a shared address to which a single Notice of Internet Availability was delivered. To receive additional Notices of Internet Availability, or if you are a shareholder of record and would like to receive separate Notices of Internet Availability for future annual meetings, you may call or write the Office of the Secretary, International Flavors & Fragrances Inc., 521 West 57 Street, New York, New York 10019 (telephone: 212-765-5500). If you are a beneficial owner of shares held in “street name” and would like to receive separate Notices of Internet Availability, you may contact your bank, broker or other holder of record. In addition, if you are a shareholder of record who shares the same address with another shareholder of record and you currently receive separate copies of the Notice of Internet Availability, you may write or call the Office of the Secretary as indicated above to request that a single Notice of Internet Availability be delivered to that address.

Who pays for the cost of this proxy solicitation?

IFF will pay the entire cost of soliciting proxies. In addition to solicitation by mail, proxies may be solicited on the Company’s behalf by directors, officers or employees in person, by telephone, by facsimile or by electronic mail. The Company has retained Georgeson Inc. to assist in proxy solicitation for a fee of $7,500 plus expenses. The Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending proxy materials to the beneficial owners of the Company’s common stock.

How can I obtain a copy of IFF’s Annual Report on Form 10-K for the year ended December 31, 2009?

IFF will on a request in writing provide without charge to each person from whom proxies are being solicited for the 2010 Annual Meeting a copy of our Annual Report on Form 10-K for the year ended December 31, 2009, including the financial statements and any schedules, required to be filed with the Securities and Exchange Commission, excluding exhibits. We may impose a reasonable fee for providing the exhibits to the Form 10-K. Requests should be made to Office of the Secretary, International Flavors & Fragrances Inc., 521 West 57 Street, New York, N.Y. 10019. IFF’s Annual Report on Form 10-K is also available free of charge through the Investor Relations—SEC Filings link on our website, www.iff.com.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board of Directors has responsibility for overseeing the management of the Company. The Board has adopted Corporate Governance Guidelines which summarize the practices the Board will follow with respect to Board membership and selection, responsibilities of directors, Board meetings, evaluation of the Chief Executive Officer (“CEO”), succession planning, Board committees and director compensation. In February 2010, the Nominating and Governance Committee and the Board reviewed and revised the Corporate Governance Guidelines. A copy of the Company’s Corporate Governance Guidelines is available through the Investor Relations—Corporate Governance link on the Company’s website, www.iff.com.

Board Leadership Structure

To ensure independence and breadth of needed expertise and diversity of our Board of Directors, our Corporate Governance Guidelines require our Board to be comprised of between seven and thirteen members, a majority of whom are required to be independent in accordance with NYSE standards. Our Board is currently comprised of 11 members, 10 of whom are independent, and all Board committees are composed solely of independent directors. Pursuant to the Corporate Governance Guidelines, our Board is free to choose its Chairman of the Board in any way that seems best for the Company at any time and we believe that this flexibility allows our Board to re-evaluate the particular leadership needs of the Company at any point in time based on the particular facts and circumstances then affecting our business. As a result, the Board does not have a policy that requires the roles of Chairman of the Board and CEO to be separate or, if the Board determines at any time that these roles should be separate, a policy that dictates whether the Chairman of the Board should be selected from the non-employee directors or an employee of the Company. Because our Corporate Governance Guidelines do not require separation of the Chairman and CEO positions, the Board has also established the role of independent Lead Director as an integral part of our Board leadership structure to serve as the liaison between the independent directors and the Chairman and CEO. The role and responsibilities of our Lead Director are described below under the heading “Lead Director.”

Prior to October 2009, Robert M. Amen served as our Chairman and CEO. Effective September 30, 2009, Mr. Amen resigned from these positions, and on October 1, 2009, Douglas D. Tough, who was a Board member at the time, assumed the role of non-executive Chairman, with the plan that he would assume the additional role of CEO when his contract with his then employer expired, no later than the first quarter of 2010. In the interim, beginning on October 1, 2009, our Board established a temporary Office of the CEO, which was comprised of three executive officers: our Executive Vice President and Chief Financial Officer (“CFO”), our Group President, Fragrances, and our Group President, Flavors. Knowing the arrangement would be in place only on a temporary basis, the Board chose to establish the temporary Office of the CEO comprised of these three executive officers because the Board believed that this structure best suited the needs of the Company in terms of filling the CEO position with persons most familiar with the Company until Mr. Tough was able to assume the role and responsibilities of the CEO, while also allowing these executives to maintain and fulfill the responsibilities associated with their current positions. On March 1, 2010, Mr. Tough assumed the role of Chairman and CEO, and the temporary Office of the CEO was disbanded.

With regard to the currently combined positions of Chairman and CEO, we believe that this leadership structure has been effective for the Company, and this Board leadership structure is commonly utilized by other public companies in the United States. We believe that combining the roles of Chairman and CEO provides us with a distinct leader and allows us to present a single, uniform voice to our customers, business partners, shareholders and employees. We also believe that designating an independent Lead Director provides the opportunity for many of the benefits similar to having an independent Chairman and provides an appropriately balanced form of leadership for our Company. In addition, our Board is otherwise comprised solely of independent directors who together oversee the Company’s business. Our independent directors evaluate the performance of our CEO on an annual basis through an objective procedure developed by our wholly

independent Nominating and Governance Committee. If at any point in time the Board feels that its current leadership structure may be better served by separating the role of Chairman and CEO, it may then determine to separate these positions. However, at this point in time, we believe that the current board leadership structure is the best structure for our Company and our shareholders.

Lead Director

Our Lead Director is elected by and from our independent Board members and has clearly delineated and comprehensive duties. The role of our Lead Director includes (i) presiding over meetings of non-employee directors and providing prompt feedback regarding those meetings to the Chairman and CEO, (ii) providing suggestions for Board meeting agendas, with the involvement of our Chairman and CEO and input from other directors, (iii) assuring that the Board and the Chairman and CEO understand each other’s views on all critical matters, (iv) monitoring significant issues occurring between Board meetings and assuring Board involvement when appropriate, (v) serving as a sounding board for our Chairman and CEO and (vi) ensuring, in consultation with our Chairman and CEO, the adequate and timely exchange of information and supporting data between the Company’s management and the Board.

Board and Committee Memberships

Our Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which operates under a written charter adopted by the Board. Each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. In December 2009, each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee reviewed and revised its charter. The revised charter of each committee was subsequently approved by the Board. Under the charter of each committee, the committee annually reviews the committee’s own performance. A current copy of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee charters is available through the Investor Relations—Corporate Governance link on the Company’s website, www.iff.com.

The table below provides the current membership for each of our Board committees and identifies our current Lead Director.


Name	Audit	Compensation	Nominating & Governance	Lead Director
Margaret Hayes Adame	X
Marcello Bottoli		X
Linda B. Buck			X
J. Michael Cook		X (Chairman)
Peter A. Georgescu			X (Chairman)
Alexandra A. Herzan		X
Henry W. Howell, Jr.	X (Chairman)
Katherine M. Hudson	X
Arthur C. Martinez	X		X	X
Burton M. Tansky		X
Douglas D. Tough

X =	Committee member

Risk Management Oversight

Our Board of Directors oversees the Company’s risk management processes and, pursuant to the charter of the Audit Committee, the Audit Committee is required to discuss with management the Company’s major risk exposures, as well as the guidelines and policies implemented by management to monitor and control such exposures, including the Company’s financial risk assessment and financial risk management policies. The Committee reports to the full Board which considers the Company’s risk profile and its general risk management strategy. The Board and the Audit Committee focus on the most significant risks facing the Company, including operational risk, financial risk, credit risk and liquidity risk, as well as the Company’s general risk management strategy, and also seek to ensure that risks undertaken by the Company are consistent with the Board’s approach to risk. While the Board oversees the Company’s risk management, Company management is primarily responsible for day-to-day risk management processes and reports to either the full Board or the Audit Committee, as requested by the Board, regarding these processes. We believe this division of responsibility is the most effective approach for addressing the Company’s risk management.

For a discussion of our Compensation Committee’s role in risk management oversight in connection with our compensation structure for our executive and non-executive employees see below under the heading Assessment of Incentive Risk.

Audit Committee

Our Audit Committee oversees and reviews the Company’s financial reporting process and the integrity of the Company’s financial statements and related financial information, the Company’s internal control environment, systems and performance, the audit process of the Company’s independent accountant and the qualifications, independence and performance of the independent accountant, the process and performance of the Company’s internal audit function, the Company’s risk management processes and the procedures for monitoring compliance with laws and regulations and with the Company’s Code of Business Conduct and Ethics.

Our Board has determined that each of Mr. Howell, Ms. Hudson and Mr. Martinez is an “audit committee financial expert” under applicable rules of the SEC and has accounting or related financial management expertise as required by applicable NYSE rules. The Board has also determined that all members of the Audit Committee meet the financial literacy standards of the NYSE. None of our Audit Committee members currently serves on the audit committee of more than three public companies. The Audit Committee has established, together with members of the Company’s management, a hiring policy for employees or former employees of the Company’s independent accountant, consistent with the requirements of the NYSE. Under procedures adopted by the Audit Committee, the Audit Committee also reviews and pre-approves all audit and non-audit services performed by the Company’s independent accountant.

Compensation Committee

Our Compensation Committee is responsible for establishing executive officer compensation, for making recommendations to the full Board concerning chief executive officer and director compensation and for overseeing the compensation and benefit programs for other employees.

Processes and Procedures Regarding Compensation

Role of the Compensation Committee

Under our Compensation Committee’s charter, the Compensation Committee is responsible for assisting the Board in ensuring that long term and short term compensation provide performance incentives to management, and that compensation plans are appropriate and competitive and reflect the goals and performance of management and the Company. As discussed in more detail under the heading Compensation Discussion & Analysis, the Compensation Committee considers, as appropriate and as contemplated by Company policies,

plans and programs, Company-wide performance against applicable annual and long term performance goals pre-established by the Compensation Committee. If the Compensation Committee deems it appropriate, it may delegate any of its responsibilities to one or more Compensation Committee members or subcommittees.

The Compensation Committee works with the Board, other Board committees and the Company’s senior management and meets regularly in executive session, without Company management present. The Compensation Committee establishes an annual schedule for matters to be considered by it, including approving our senior executives’ performance objectives and taking compensation actions. The Compensation Committee makes recommendations to the Board concerning the compensation and benefits of non-employee directors, after reviewing and considering recommendations from management and/or its independent compensation consultant, and makes recommendations to the independent directors of the Board regarding the chief executive officer’s compensation. The Compensation Committee also reviews and adopts, and where necessary or appropriate, recommends for Board and/or shareholder approval, our compensation and benefits policies, plans and programs and amendments thereto, taking into account economic and business conditions, and comparative/competitive compensation and benefit performance levels. Eligible employees and the type, amount and timing of compensation and benefits under our compensation and benefits policies, plans and programs are also determined by the Compensation Committee. In fulfilling its responsibilities, the Compensation Committee conducts or authorizes studies and surveys on compensation practices in relevant industries to maintain the Company’s competitiveness and ability to recruit and to retain highly qualified personnel. At least every two years, with the assistance of an experienced independent compensation consultant, the Compensation Committee conducts a survey of comparative/competitive executive officer compensation. The Compensation Committee is authorized to retain compensation consultants or advisors to assist it in evaluating CEO, senior executive and outside director compensation. The Compensation Committee has the sole authority to retain and to terminate any such consultants or advisors, including the sole authority to approve their fees and other retention terms. The Compensation Committee’s independent compensation consultant for 2009 was W.T. Haigh & Company.

Assessment of Incentive Risk

In the fourth quarter of 2009, the Committee, working with its independent compensation consultant, conducted a risk assessment of the Company’s executive compensation programs. The goal of this assessment was to determine whether the general structure of the Company’s executive compensation policies and programs, annual and long term performance goals and/or the administration of the programs posed any material risks to the Company. In addition, the Committee later reviewed compensation programs and policies below the executive level in a Company-wide risk assessment. The Committee shared the results of this review with our full Board of Directors as part of the Committee’s report to the Board. For 2010 compensation policies, programs and annual and long term performance goals, the Committee intends to follow this same approach.

The Committee determined that the performance goals and incentive plan structures established in 2009 would not result in excessive risk that inappropriate business decisions or strategies would be made or implemented by our senior executives and/or employees generally. The approved goals under our Annual Incentive Plan (“AIP”) and Long Term Incentive Plan (“LTIP”) (and similar programs established for non-executive employees) are entirely consistent with our financial plans and strategies and operating model reviewed with our Board, which monitors operational and financial performance and material business decisions and initiatives throughout the year. In addition, incentive awards have generally been made based on a review of achievement against a scorecard of financial and non-financial metrics, which lessens the risk associated with relying on any single financial metric. We believe these factors encourage our executive officers to manage the Company in a prudent manner.

Role of Compensation Consultants

As discussed in more detail in this Proxy Statement under the heading Compensation Discussion & Analysis—Role of Outside Advisors and Management, the Compensation Committee directly engaged W.T. Haigh & Company as its independent expert compensation consultant to conduct a “benchmarking” survey

in 2009. The Compensation Committee also directly engaged W.T. Haigh & Company for recommendations on executive and non-employee director compensation in 2009. Our CEO and our Senior Vice President, Human Resources work with the Compensation Committee and the Committee’s independent compensation consultant. W.T. Haigh & Company does not provide any non-executive compensation related services to the Company. Management also retains its own outside compensation consultants. In 2009, management retained Steven Hall & Partners for advisory services in connection with executive compensation plans, including the Company’s post-employment benefits, and Buck Consultants for actuarial work, plan structure and similar services for the Company’s retirement plans.

Role of Management

Our Compensation Committee relies on management for legal, tax, compliance, finance, and human resource recommendations, data and analysis for the design and administration of the Company’s compensation, benefits and perquisite programs for our senior executives. The Compensation Committee combines this information with the recommendations and information from its independent compensation consultant.

Our CEO and Senior Vice President, Human Resources, generally attend Compensation Committee meetings. Our CEO does not participate in making decisions for his own compensation. CEO performance and compensation are discussed by the Compensation Committee in executive session, with advice and participation from the Company’s independent compensation consultant where and as requested by the Committee. Our CEO and Senior Vice President, Human Resources, without the presence of any other members of senior management, actively participate in the performance and compensation discussions for our senior executives, including making recommendations to the Compensation Committee as to the amount and form of compensation.

Nominating and Governance Committee

Our Nominating and Governance Committee monitors Board composition and director qualification requirements, identifies qualified individuals to serve on the Board, recommends to the Board a slate of nominees for election by the shareholders at the annual meeting of shareholders, reviews potential Board candidates, reviews management succession plans and monitors corporate governance issues. In addition, this Committee has developed a process for conducting an annual evaluation of the effectiveness of the Board as a whole, as well as for reviewing the contributions of individual directors.

Independence of Directors and Committee Members and Related Person Matters

The Board has affirmatively determined that each current director and nominee for director, other than Mr. Tough, has no material relationship with the Company affecting his or her independence as a director, and that each is “independent” within the meaning of the Board’s independence standards, which are the same categorical independence standards as established by the New York Stock Exchange in Section 303A.02 of the NYSE Listed Company Manual. In making each of these independence determinations, the Board considered and broadly assessed, from the standpoint of materiality and independence, all of the information provided by each director or nominee in response to detailed inquiries concerning his or her independence and any direct or indirect business, family, employment, transactional or other relationship or affiliation of such director with the Company. Our review of the information provided in response to these inquiries indicated that none of our independent directors engaged in any transactions, relationships or arrangements that might affect the determination of their independence or which would require Board review. The Board has also determined that each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee is independent under these independence standards and, with respect to each member of the Audit Committee, is also independent under the independence criteria required by the SEC for audit committee members and, with

respect to each member of the Compensation Committee, is an “outside director” pursuant to the criteria established by the Internal Revenue Service and is a “non-employee director” pursuant to criteria established by the SEC.

In 2007, the Board of Directors adopted a written policy for the review and the approval or ratification of any related person transaction. This policy is available through the Investor Relations—Corporate Governance link on the Company’s website, www.iff.com. The policy defines “related person” and “related person transaction” in a detailed manner. Under the policy, a related person transaction requires the approval or ratification of the Nominating and Governance Committee. The Audit Committee will be consulted if accounting issues are involved in the transaction. Under the policy, a related person transaction will be approved or ratified only if the Nominating and Governance Committee determines that it is being entered into in good faith and on fair and reasonable terms which are in the interest of the Company and its shareholders. No related person is to participate in the review of a transaction in which he or she may have an interest. In addition, except for non-discretionary contributions made pursuant to the Company’s matching contributions program, a charitable contribution by the Company to an organization in which a related person is known to be an officer, director or trustee will be subject to approval or ratification under the policy by the Nominating and Governance Committee.

There were no “related person transactions” since the beginning of 2009 involving any director, director nominee or executive officer of the Company, any known 5% shareholder of the Company or any immediate family member of any of the foregoing persons (together “related persons”). A “related person transaction” generally means a transaction involving more than $120,000 in which the Company is a participant and in which a related person has a direct or indirect material interest under SEC rules.

Board and Committee Meetings

Our Board of Directors held ten meetings during 2009. The Audit Committee held six meetings, the Compensation Committee held nine meetings and the Nominating and Governance Committee held three meetings during 2009. Each of our directors attended at least 75% of the total meetings of the Board and Committees on which he or she served during 2009. All of our directors who were serving on the day of last year’s Annual Meeting attended that meeting. Under our Corporate Governance Guidelines, unless there are mitigating circumstances, such as medical, family or business emergencies, Board members should endeavor to participate in person in all Board meetings and all Committee meetings of which the director is a member and to attend the Company’s annual meeting of shareholders. The non-management directors of the Company, all of whom are currently independent, meet in executive session, without the presence of any corporate officer or member of management, in conjunction with regular meetings of the Board. During 2009, the non-management directors met in executive session as part of every Board meeting.

Shareholder Communications

Shareholders and other parties interested in communicating directly with the Lead Director, the non-management directors as a group or all directors as a group, may do so by writing to the Lead Director or the Non-Management Directors or the Board of Directors, in each case, c/o Secretary, International Flavors & Fragrances Inc., 521 West 57^th Street, New York, New York 10019. The Nominating and Governance Committee has approved a process for handling letters received by the Company and addressed to the Lead Director, the non-management members of the Board or the entire Board. Under that process, the Secretary of the Company forwards to the Lead Director all correspondence received, without opening or screening.

Director Candidates

Our Nominating and Governance Committee has established a policy regarding the consideration of director candidates, including candidates recommended by shareholders. The Nominating and Governance Committee, together with other Board members, will from time to time as appropriate identify the need for new Board

members. Proposed director candidates who would satisfy the criteria described below and who otherwise qualify for membership on the Board are identified by the Nominating and Governance Committee. In identifying candidates, the Nominating and Governance Committee seeks input and participation from other Board members and other appropriate sources so that all points of view can be considered and so that the best possible candidates can be identified. The Nominating and Governance Committee may also engage a search firm to assist it in identifying potential candidates.

Members of the Nominating and Governance Committee and other Board members, as appropriate, will interview selected director candidates, evaluate the director candidates and determine which candidates are to be recommended by the Nominating and Governance Committee to the Board.

Under the Company’s policy regarding director candidates, if a shareholder wishes to submit a director candidate for consideration by the Nominating and Governance Committee, the shareholder must submit that recommendation to the Nominating and Governance Committee, c/o the Secretary of the Company, in writing, not less than 120 days nor more than 150 days prior to the anniversary date of the prior year’s annual meeting. The request must be accompanied by the same information concerning the director candidate and nominating shareholder as described in Article I, Section 3(a) of the Company’s By-laws for shareholder nominations for director to be presented at an annual shareholders meeting. The Nominating and Governance Committee may also request any additional background or other information from any director candidate or recommending shareholder as it may deem appropriate.

Board candidates are considered based on various criteria which may change over time and as the composition of the Board changes. At a minimum, our Nominating and Governance Committee considers the following factors as part of its review of all director candidates and in recommending potential director candidates to the Board:

•

Judgment, character, expertise, skills and knowledge useful to the oversight of the Company’s business;

•

Diversity of viewpoints, backgrounds, experiences and other demographics;

•

Business or other relevant experience; and

•

The extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to the needs of the Company and to the requirements and standards of the NYSE and the SEC.

To ensure independence and to provide the breadth of needed expertise and diversity of our Board, our Corporate Governance Guidelines require our Board to be comprised of between seven and thirteen members. The Board periodically reviews its size and makes appropriate adjustments. While the Nominating and Governance Committee has not adopted a formal diversity policy with regard to the selection of director nominees, diversity is one of the factors that the Committee considers in identifying director nominees. As part of this process, the Committee evaluates how a particular candidate would strengthen and increase the diversity of the Board in terms of how that candidate may contribute to the Board’s overall balance of perspectives, backgrounds, knowledge, experience, skill sets and expertise in substantive matters pertaining to the Company’s business. The Committee also annually reviews each current board member’s suitability for continued service as a director of the Company. In addition, in the event that a current director has a significant change in status, including changes that may impact the diversity of the Board, such as changes in employment or skill set, the director is required to report that change to the Board so that the Nominating and Governance Committee can review the change and make a recommendation to the full Board regarding the continued appropriateness of that director’s Board membership.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code”) that applies to our chief executive officer, principal financial officer, principal accounting officer and to all other Company directors, officers and

employees. A copy of the Code is available through the Investor Relations—Corporate Governance link on our website, www.iff.com. Only the Board of Directors or the Audit Committee of the Board may grant a waiver from any provision of the Code in favor of a director or executive officer, and any such waiver will be publicly disclosed. The Company will disclose substantive amendments to and any waivers from the Code granted to the Company’s chief executive officer, principal financial officer or principal accounting officer, as well as any other executive officer or director, on the Company’s website, www.iff.com.

DIRECTORS’ COMPENSATION

Annual Director Cash and Equity Compensation

Each non-employee director receives an annual retainer of $175,000. Of this amount, $75,000 is paid in cash in November of each year, and $100,000 is paid in Restricted Stock Units (“RSUs”) issued under our shareholder-approved stock award and incentive plan. The RSUs are granted on the date of each annual meeting of shareholders, cliff vest on the third anniversary of the grant date and are subject to accelerated vesting upon a change in control. The number of RSUs issued is based on the closing market price of the Company’s common stock on the grant date. Once the RSUs vest, each non-employee director is required to defer all of the vested RSUs under our Deferred Compensation Plan until he or she separates from service on our Board of Directors. Given that RSUs will be deferred until each director’s separation from service and each director’s stock ownership will increase during his or her term of service, the minimum share ownership requirements that formerly applied to directors were eliminated. Any director who is an employee of the Company does not receive any additional compensation for his or her service as a director.

Annual Committee Chair and Lead Director Compensation

The Chairperson of the Audit Committee receives an annual cash retainer of $15,000. The Chairperson of each of the Compensation Committee and Nominating and Governance Committee each receives an annual cash retainer of $10,000. The Lead Director receives an annual cash fee of $15,000.

Participation in the Company’s Deferred Compensation Plan

In addition, non-employee directors are eligible to participate in our Deferred Compensation Plan (“DCP”). In addition to mandatory deferral of vested RSUs granted in or after 2008, a non-employee director may defer all or a portion of his or her cash compensation, as well as any RSUs granted prior to 2008, subject to tax law requirements. Additional details regarding our DCP are located in this Proxy Statement under the heading Non-Qualified Deferred Compensation. Non-employee directors are not entitled to matching contributions or the 25% premium on deferrals into our common stock fund described in that section. Earnings on any deferrals into the interest bearing account of the DCP were not above market and thus are not included in the Director Compensation Table below.

Other

We also reimburse our non-employee directors for travel and lodging expenses incurred in connection with their attendance at Board and Committee meetings, our shareholder meetings and other Company-related activities.

In addition, each current and former director, including any former employee directors, who began service as a director before May 14, 2003 is eligible to participate in our Director Charitable Contribution Program (“DCCP”). Under the DCCP, directors are paired together and the Company purchased joint life insurance policies on the lives of each paired set of participating directors. The Company is the owner and sole beneficiary of the policies and is responsible for payment of any premiums. In 2009, however, the insurance policies were restructured so that no further premiums are required. Assuming no changes to the current Federal tax laws relating to charitable contributions, and if certain other assumptions are met, the Company expects to recover all of the premium costs that have been paid by the Company and the after-tax cost of the Company’s anticipated charitable contributions pursuant to this program. After a covered director dies, the Company will donate $500,000 to one or more qualifying charitable organizations previously designated by the deceased director.

Directors first elected on or after May 14, 2003 do not participate in the DCCP. However, all current directors, including those who participate in our DCCP, are eligible to participate in our Matching Gift Program. Under this Program, it is The IFF Foundation’s intent to match, on a dollar for dollar basis, contributions to qualifying charitable organizations up to a maximum of $10,000 per year.

The following table details the compensation paid to or earned by our non-employee directors for the year ended December 31, 2009.

2009 DIRECTORS’ COMPENSATION


Name	Fees Earned or Paid in Cash ($)(1)			Stock Awards ($)(2)(3)		Option Awards ($)(2)(4)		All Other Compensation ($)			Total ($)
(a)	(b)			(c)		(d)		(g)			(h)
Margaret Hayes Adame	$	75,009		$	90,802	$	0	$	5,000	(5)	$	170,811
Gunter Blobel(6)	$	0		$	0	$	0	$	10,000	(5)	$	10,000
Marcello Bottoli	$	75,009		$	90,802	$	0	$	0		$	165,811
Linda B. Buck	$	75,009		$	90,802	$	0	$	0		$	165,811
J. Michael Cook	$	85,009		$	90,802	$	0	$	15,000	(5)	$	190,811
Peter A. Georgescu	$	85,009		$	90,802	$	0	$	10,000	(5)	$	185,811
Alexandra A. Herzan	$	75,009		$	90,802	$	0	$	0		$	165,811
Henry W. Howell, Jr.	$	90,009		$	90,802	$	0	$	10,000	(5)	$	190,811
Katherine M. Hudson	$	75,012		$	90,802	$	0	$	0		$	165,814
Arthur C. Martinez	$	90,009		$	90,802	$	0	$	10,000	(5)	$	190,811
Burton M. Tansky	$	75,009		$	90,802	$	0	$	0		$	165,811
Douglas D. Tough	$	50,971	(7)	$	90,802	$	0	$	20,000	(8)	$	161,773

(1)	The amounts in this column include the following amounts deferred in 2009 under our Deferred Compensation Plan: Mr. Cook—$85,000, Mr. Georgescu—$85,000, Mr. Howell—$90,000. Earnings in our DCP were not above-market or preferential and thus are not reported in this table.

(2)

The amounts in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of equity awards granted during the fiscal year ended December 31, 2009, computed in accordance with FASB ASC Topic 718. Details on and assumptions used in calculating the grant date fair value of RSUs and options may be found in Note 11 to the Company’s audited financial statements for the year ended December 31, 2009 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2010.

(3)	Each director (other than Dr. Blobel) received a grant on April 28, 2009 of 3,115 RSUs under our 2000 Stock Award and Incentive Plan. None of our Directors forfeited any RSUs or shares of deferred stock during 2009.

On December 31, 2009, our directors held the following number of RSUs and shares of deferred common stock: Mrs. Adame: 7,416 RSUs and 7,972 deferred shares, Dr. Blobel: 4,301 RSUs and 0 deferred shares, Mr. Bottoli: 6,999 RSUs and 0 deferred shares, Dr. Buck: 6,999 RSUs and 0 deferred shares, Mr. Cook: 7,416 RSUs and 9,214 deferred shares, Mr. Georgescu: 7,416 RSUs and 23,014 deferred shares, Mrs. Herzan: 7,416 RSUs and 4,419 deferred shares, Mr. Howell: 7,416 RSUs and 14,224 deferred shares, Ms. Hudson: 4,582 RSUs and 0 deferred shares, Mr. Martinez: 7,416 RSUs and 19,715 deferred shares, Mr. Tansky: 7,416 RSUs and 6,570 deferred shares, Mr. Tough: 4,582 RSUs and 0 deferred shares.

The deferred shares, which are held under the DCP, result from deferral of vested equity grants, voluntary deferral of retainer fees or the crediting of additional share units as a result of reinvestment of dividend equivalents, and will be settled by delivery of common stock upon the director’s separation from service on the Board of Directors. All of the deferred shares are included for each director in the Beneficial Ownership Table.

(4)	We did not grant any options to our directors in 2009. During 2009, 3,000 options held by Mrs. Adame and 3,000 options held by Mr. Georgescu expired unexercised. No other options held by any other director expired or were forfeited during 2009.

On December 31, 2009, our directors held the following number of outstanding options: Mrs. Adame: 15,000 options, Dr. Blobel: 6,000 options, Mr. Bottoli: 0 options, Dr. Buck: 0 options, Mr. Cook: 12,000

options, Mr. Georgescu: 12,000 options, Mrs. Herzan: 6,000 options, Mr. Howell: 0 options, Ms. Hudson: 0 options, Mr. Martinez: 12,000 options, Mr. Tansky: 3,000 options and Mr. Tough: 0 options.

(5)	This amount represents a matching charitable contribution paid by the Company during 2009 under the Company’s Matching Gift Program for director charitable contributions.

(6)	Dr. Blobel retired as a member of our Board of Directors effective as of our 2009 Annual Meeting date.

(7)

As the date for Mr. Tough’s commencement of employment as CEO was unknown, the amount of the annual retainer paid to him during 2009 was prorated from the date of the 2009 Annual Meeting until December 31, 2009. In 2010 his retainer will be adjusted to reflect his service as a non-employee director from January 1, 2010 until March 1, 2010, the date he assumed the CEO position.

(8)	This amount represents reimbursement of legal fees pursuant to Mr. Tough’s letter agreement entered into in connection with his appointment to the position of Chairman and CEO.

SECURITIES OWNERSHIP OF MANAGEMENT, DIRECTORS

AND CERTAIN OTHER PERSONS

Beneficial Ownership Table

Directors and Executive Officers

The following table sets forth certain information regarding the beneficial ownership of the Company’s Common Stock as of February 17, 2010, by each director and nominee for director, the persons named in the Summary Compensation Table in this proxy statement and all directors and executive officers as a group.


	Shares of Common Stock Beneficially Owned (1)		Rights to Acquire Beneficial Ownership of Shares of Common Stock (2)	Percent of Class
Margaret Hayes Adame	12,472		0	(3	)
Kevin C. Berryman	7,074		0	(3	)
Marcello Bottoli	0		0	(3	)
Linda B. Buck	0		0	(3	)
Angelica T. Cantlon	10,061		0	(3	)
J. Michael Cook	11,214		0	(3	)
Roger W. Ferguson, Jr.	0		0	(3	)
Beth E. Ford	25,785		0	(3	)
Peter A. Georgescu	33,514		0	(3	)
Alexandra A. Herzan	811,740	(4)	0	1.02	%
Henry W. Howell, Jr.	15,224		0	(3	)
Katherine M. Hudson	0		0	(3	)
Arthur C. Martinez	23,465		0	(3	)
Dennis M. Meany	84,976		0	(3	)
Nicolas Mirzayantz	78,961		25,000	(3	)
Richard A. O'Leary	8,848		0	(3	)
Burton M. Tansky	8,070		0	(3	)
Douglas D. Tough	0		0	(3	)
Hernan Vaisman	54,676		0	(3	)
Robert M. Amen(5)	166,887		206,737	(3	)
Steven J. Heaslip(6)	55,742		0	(3	)
All Directors and Executive Officers as a Group	1,186,080		25,000	1.53	%
(19 persons)(7)

See footnotes on the following page.

Certain Other Owners

The following table sets forth information regarding each person known by us to be the beneficial owner of more than 5% of the Company’s outstanding Common Stock as of February 17, 2010 based on a review of filings with the SEC. Unless otherwise indicated, beneficial ownership is direct.


	Number of Shares and Nature of Beneficial Ownership
Name and Address of Beneficial Owner	Sole Voting Power	Shared Voting Power	Sole Investment Power	Shared Investment Power	Percent of Class
BlackRock Inc. (8)	5,027,246	0	5,027,246	0	6.34%
40 East 52nd Street New York, NY 10022

T. Rowe Price Associates, Inc. (9)	1,527,830	0	6,474,054	0	8.17%
100 E. Pratt Street Baltimore, MD 21202

Footnotes relating to the “Beneficial Ownership Table” on the preceding page and above.

(1)

This column includes share unit balances held in the IFF Stock Fund under our Deferred Compensation Plan credited to participants’ accounts (where applicable) and, for executive officers, may include certain premium share units held under that plan as well as unvested shares of Purchased Restricted Stock. Premium share units held by executives in the IFF Stock Fund are subject to vesting and may be forfeited if the participant’s employment is terminated.

(2)	The shares listed in this column are those which the named person has (or will have within 60 days after February 17, 2010) the right to acquire by the exercise of stock options or vesting of RSUs granted by the Company.

(3)	Less than 1%.

(4)

Mrs. Herzan is a director of the van Ameringen Foundation, Inc., which owns 274,673 shares, President, Treasurer and a director of the Lily Auchincloss Foundation, which owns 11,000 shares, a trustee and a beneficiary of a trust which holds 519,581 shares, and a trustee and a beneficiary of a trust which owns 567 shares, all of which shares are included in Mrs. Herzan’s ownership. Mrs. Herzan disclaims beneficial ownership of the shares owned by the van Ameringen Foundation, Inc. and the Lily Auchincloss Foundation. She directly owns 1,500 shares.

(5)	Based on a Form 4 filed with the SEC on September 30, 2009 and other information available to the Company.

(6)	Based on a Form 4 filed with the SEC on June 30, 2009 and other information available to the Company.

(7)	Excluding Mr. Amen and Mr. Heaslip, who are no longer employed by the Company.

(8)	As reported in Schedule 13G dated as of January 29, 2010.

(9)

As reported in Schedule 13G/A dated as of February 12, 2010. T. Rowe Price is deemed the beneficial owner of these securities, which are owned by various investors for which T. Rowe Price serves as investment adviser, for SEC reporting purposes. T. Rowe Price expressly disclaims beneficial ownership of such securities.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers to file reports of their initial holdings of IFF common stock and any subsequent transactions in Company shares with the SEC and to provide the Company with copies of all such filings. The Company must report any failures to file by the required dates. Based on a review of our 2009 records we believe that our directors and officers who were subject to Section 16 met all applicable filing requirements.

Directors and Officers Indemnification and Insurance

Our By-laws provide for the indemnification of our officers and directors against certain liabilities that could potentially be incurred by them in connection with the performance of their duties to the Company and its subsidiaries. In 2008, our Board of Directors approved an amendment to our By-laws to authorize the Company to provide indemnification and advancement rights by separate agreement to certain persons, including our officers and directors, and subsequently approved a form of indemnification agreement to be entered into with each of our directors and officers. The Company also maintains directors and officers liability indemnification insurance coverage. This insurance covers director and officers individually where exposures exist, other than those for which the Company is able to provide direct or indirect indemnification. The current policies run from March 18, 2009 through March 18, 2010 and are in the process of being renewed. The primary carrier under the current policy is ACE American Insurance Company. The current annual premium for this program is $1,012,503. No sums have been paid under this coverage to the Company or any directors or officers, nor have any claims for reimbursement been made under this policy.

Shareholders Proposals

In order for a shareholder proposal to be considered for inclusion in IFF’s proxy materials for next year’s annual meeting of shareholders, the Secretary of the Company must receive the written proposal no later than November 9, 2010. Under Article I, Section 3 of the Company’s By-laws, in order for a shareholder to submit a proposal or to nominate any director at an annual meeting of shareholders, the shareholder must give written notice to the Secretary of the Company not less than 60 days nor more than 90 days prior to the anniversary date of this year’s annual meeting of shareholders. The notice must also meet all other requirements contained in the Company’s By-laws, including the requirement to contain specified information about the proposed business of the candidate and the shareholder making the proposal. If the next annual meeting is scheduled on a date that is not within 30 days before or after the anniversary date of this year’s annual meeting, the Secretary of the Company must receive the notice given by the shareholder not later than the close of business on the tenth day following the day on which the notice of the date of next year’s annual meeting is mailed or public disclosure of the date of next year’s annual meeting is made, whichever occurs first.

PROPOSALS REQUIRING YOUR VOTE

ITEM 1—ELECTION OF DIRECTORS

Information about Nominees

Our Board of Directors currently has eleven members. Each of these Board members, other than Burton M. Tansky, together with one new nominee, Roger W. Ferguson, Jr., is standing for election to hold office until the next annual meeting of shareholders. Our By-laws provide that each director must retire effective as of the annual meeting of shareholders following his or her 72^nd birthday. Accordingly, Mr. Tansky, who is 72, will retire as a director as of the 2010 Annual Meeting.

Our Board of Directors approved amendments to our By-laws in December 2008 to adopt this majority voting standard for uncontested elections and to provide that any director nominee in an uncontested election who does not receive an affirmative majority of votes cast must promptly offer his or her resignation. If this situation were to occur, the process outlined in our By-laws and Corporate Governance Guidelines would be followed and generally the Nominating and Governance Committee of our Board of Directors would consider the resignation offer and make a recommendation to the Board. The independent directors on the Board would then evaluate and determine whether to accept or reject the resignation based on the relevant facts and circumstances. Any director who so tenders a resignation will not participate in the deliberations of either the Nominating and Governance Committee or the independent directors. The Board of Directors will promptly disclose its decision and the basis for that decision in a filing with the SEC. Under our By-laws, as amended, a plurality voting standard would apply in a contested director election, which would occur if, as of the record date for the meeting where directors are to be elected, the number of director nominees exceeds the number of directors to be elected at such meeting.

Each nominee elected as a director will continue in office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or retirement. Each nominee has indicated that he or she will serve if elected. We expect each nominee for election as a director to be able to stand for election and serve if elected. If any nominee is not able to serve (which is not anticipated), proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees, unless the Board chooses to reduce the number of directors serving on the Board.

The principal occupation and certain other information regarding the background and qualifications of the nominees, including the experience and skills that led to the selection of that nominee for membership on our Board, are set forth on the following pages. All of the nominees, except Mr. Ferguson, are presently directors of the Company and were elected by the shareholders at the Company’s 2009 Annual Meeting of Shareholders. The new nominee, Mr. Ferguson, was recommended to the Nominating and Governance Committee following a requested search by an independent global search firm and interviews by existing directors including the Chair of the Nominating and Governance Committee, the Lead Director and the Chairman of the Board. Mr. Ferguson was recommended for a number of valuable characteristics he would bring to the Board, including his financial expertise and broad business experience.

IFF’s Board of Directors recommends a vote FOR the election of the nominees as Directors.

The following table sets forth the names, ages, principal occupations and other information about the director nominees:



		Margaret Hayes Adame, 70—Ms. Adame is President and Chief Executive Officer of Fashion Group International, Inc. (FGI) since 1992, an international trade organization with 6,000 members in 38 regions of the world. FGI’s production of runway trends, business symposiums and special events in the fashion industry provide Ms. Hayes with a unique insight to the Company’s markets, particularly the fragrance market. Prior, senior level experience in the specialty retail/department store sector buttresses her understanding of areas into which our products are sold. She is a recipient of numerous achievement awards including ones from the Fragrance Foundation, Cosmetic Executive Women and the Fragrance Research Fund. This experience has led her to make numerous contributions as a director of IFF where she has served since 1993. Ms. Hayes is also a director of Movado Group, Inc.
		Marcello Bottoli, 48—An Italian national with extensive international experience, Mr. Bottoli has played a key role in a number of businesses, including the initial public offering of Benckiser N. V. on the Amsterdam and New York stock exchanges (1997), the integration of lead brands following the Reckitt & Colman and Benckiser merger (1999), with emphasis on consumer, strategic insights, creativity and research and development; as President and Chief Executive Officer of Louis Vuitton Malletier, a manufacturer and retailer of luxury handbags and accessories until 2002; and, most recently, as President and Chief Executive Officer of Samsonite Inc., a luggage manufacturer and distributor, until January 2009. His experience as a chief executive and within the industries to which IFF sells its products has led Mr. Bottoli to many insights and contributions on the IFF board. Mr. Bottoli serves on the board of directors of Ratti SPA, an Italian textile company, and True Religion Brand Jeans, a California-based fashion jeans, sportswear and accessory manufacturer and retailer. He has served on IFF’s board since 2007.

		Linda B. Buck, 63—A Howard Hughes Medical Institute Investigator and Member at Fred Hutchinson Cancer Research Center, a biomedical research institute, and Affiliate Professor of Physiology and Biophysics at the University of Washington, Dr. Buck’s research has provided key insights into the mechanisms underlying the sense of smell. This experience is useful to the Company’s research and development efforts in both flavors and fragrances, as is Dr. Buck’s technical background in evaluating a host of issues. Dr. Buck is the recipient of numerous awards, including The Nobel Prize in Physiology or Medicine in 2004. Dr. Buck served on the board of directors of DeCode Genetics Inc., a biotechnology company, from 2005 to 2009 and joined IFF’s board in 2007.
		J. Michael Cook, 67—The Chairman and Chief Executive Officer Emeritus of Deloitte & Touche, a leading global professional services firm, Mr. Cook has been a leader of his profession. His experience as a Chief Executive Officer, in accounting and in corporate governance is an asset to the Company and he is one of the leaders of the IFF board. He has served as Chairman of the American Institute of Certified Public Accountants and a member of its Auditing Standards Board. He led the Board of the Financial Accounting Foundation, the overseer of accounting standards boards, and the World Congress of Accountants. Mr. Cook is an emeritus member of the Advisory Council of the Public Company Accounting Oversight Board (PCAOB) and was a member of the SEC’s Advisory Committee on Improvements to Financial Reporting. In 2002, Mr. Cook was named one the Outstanding Directors in America by Director’s Alert and was a member of the National Association of Corporate Directors’ Blue Ribbon Commission on Corporate Governance. He served as a director of Eli Lilly and Dow Chemical Company and is currently a Trustee of the Scripps Research Institute and a director of Comcast Corporation. Mr. Cook joined IFF’s board in 2000.



		Roger W. Ferguson, Jr., 58—President and Chief Executive Officer of TIAA-CREF, a financial services company with over $400 billion in assets at year end, Mr. Ferguson has a broad educational background which includes a law degree and a Ph.D. in economics, and work experience which includes service with a major law firm, various policy-making positions with the Federal Reserve, eventually serving as its Vice-Chairman from 1999 until 2006, and the global reinsurance business. This background provides excellent experience for dealing with the varied financial and other issues which the Company’s board deals with on a regular basis. Mr. Ferguson is proposed for election as a new director of IFF.
		Peter A. Georgescu, 70—The Chairman Emeritus and retired Chief Executive Officer of Young & Rubicam, Inc., an advertising agency, Mr. Georgescu brings to the board an in-depth knowledge of marketing as well as experience with the myriad of issues which occur in a corporation. He has served on the board of directors of seven public companies, most recently Toys “R” Us, Inc., EMI Group PLC and Levi Strauss & Co., and chaired committees in each critical area: audit, nominating and governance and compensation. Mr. Georgescu’s experience has led him to be a major contributor in the Company’s boardroom. He joined IFF’s board in 1999.
		Alexandra A. Herzan, 50—As the granddaughter of the founder of the Company, Ms. Herzan has a long-term understanding of many aspects of its operations and brings a unique perspective to board deliberations. Ms. Herzan is the President and Treasurer of the Lily Auchincloss Foundation, Inc., a charitable foundation, and a director of the van Ameringen Foundation, Inc. These positions have provided executive experience as well as experience working with teams. As a trustee of a number of private trusts she developed financial savvy translatable to Company business. Ms. Herzan joined the IFF board in 2003.
		Henry W. Howell, Jr., 68—During his 34 years with J.P. Morgan, a financial services firm, Mr. Howell secured extensive business development, finance and international management experience which is very useful in analyzing various Company issues which arise at the board of directors, including new capital projects and acquisitions. This also serves the Company well in considering Audit Committee issues. While at J.P. Morgan, Mr. Howell had several overseas assignments including head of banking operations in Germany and CEO of J.P. Morgan’s 40% owned, Australian merchant banking affiliate which was publicly listed and operated throughout the country. Both these assignments enhanced his ability to analyze complex international business and financial matters. Mr. Howell joined IFF’s board in 2004.
		Katherine M. Hudson, 63—As Chairperson, President and Chief Executive Officer of Brady Corporation, a global manufacturer of identification solutions and specialty industrial products, from 1994 until 2004, Ms. Hudson oversaw a doubling of annual revenues. Prior experience with Eastman Kodak (24 years) covered various areas of responsibility including systems analysis, supply chain, finance and information technology. This broad experience has translated to sound guidance to the Company and its board. Ms. Hudson has served as a director on the boards of Apple Computer Corporation, a designer and manufacturer of consumer electronics and software products, and CNH Global NV, a manufacturer of agricultural and construction equipment. She currently sits on the board of Charming Shoppes, Inc., a woman’s specialty retailer, and has been on the IFF board since 2008.

LOGO

Arthur C. Martinez, 70—Having served as Chairman and Chief Executive Officer of Sears, Roebuck and Company, a large retailer, from 1995 until 2000, Mr. Martinez obtained experience on a myriad of issues arising in a large corporation. This experience, along with the financial expertise which led him to be Chairman of the Board of the Federal Reserve Bank of Chicago from 2000 until 2002, enable him to provide expert guidance and leadership to IFF and its Board of Directors. He is also a director of PepsiCo, Inc., IAC/InterActiveCorp, Liz Claiborne, Inc., AIG/American International Group, Inc., Chairman of the Supervisory Board of ABN AMRO Holding, NV and Chairman of the Board of HSN, Inc. Mr. Martinez joined the IFF board in 2000.

LOGO

Douglas D. Tough, 60—Mr. Tough served as Chief Executive Officer and Managing Director of Ansell Limited, a global leader in healthcare barrier protection, from 2004 until March 2010. Mr. Tough joined the IFF board in 2008. In October 2009, Mr. Tough began serving as Chairman of our Board and, effective upon completion of his service to Ansell, Chief Executive Officer, of the Company. Mr. Tough’s experience as the CEO of a major global company is directly translatable to his work as a director of IFF, as is his prior 17 year service with Cadbury Schweppes Plc, a major food and beverage company, in a variety of executive positions throughout North America and the rest of the world.

ITEM 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has selected PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2010, and the Board of Directors has directed that our management submit that selection for ratification by our shareholders at the 2010 Annual Meeting. Although ratification is not required by our By-laws or otherwise, we are submitting the selection of PricewaterhouseCoopers LLP to our shareholders for ratification as a matter of good corporate governance. The Audit Committee will consider the outcome of our shareholders’ vote in connection with the Audit Committee’s selection of the Company’s independent registered public accounting firm in the next fiscal year, but is not bound by the shareholders vote. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent auditor at any time if it determines that a change would be in the best interests of the Company and our shareholders.

Representatives of PricewaterhouseCoopers LLP are expected to attend the 2010 Annual Meeting, where they will be available to respond to questions and, if they desire, to make a statement.

IFF’s Board of Directors recommends a vote FOR the ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2010.

Principal Accountant Fees and Services

The following table provides detail about fees for professional services rendered by PricewaterhouseCoopers LLP for the years ended December 31, 2009 and December 31, 2008.


	2009		2008
Audit Fees(1)	$	3,568,800	$	3,430,400
Audit-Related Fees(2)		20,100		95,300
Tax Fees(3)		2,097,100		1,572,500
All Other Fees(4)		182,100		232,100

Total	$	5,868,100	$	5,330,300

(1)

Audit Fees were for professional services rendered for audits of the Company’s consolidated financial statements and statutory and subsidiary audits, consents and review of reports filed with the SEC and consultations concerning financial accounting and reporting standards. Audit Fees also included the fees associated with an annual audit of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, integrated with the audit of the Company’s annual financial statements.

(2)	Audit-Related Fees were for assurance and related services for employee benefit plan audits and attestation services that are not required by statute or regulation.

(3)

Tax Fees were for services related to tax compliance, including the preparation of tax returns and claims for refund, and tax planning and tax advice, including assistance with and representation in tax audits and appeals, tax services for employee benefit plans and expatriate tax compliance services.

(4)	All Other Fees were for software licenses and other professional services.

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit and non-audit services by category, including audit-related services, tax services and other permitted non-audit services, to be provided by the independent registered public accounting firm to the Company. In accordance with the policy, the Audit Committee regularly reviews and receives updates on specific services provided by the independent registered public accounting firm, and the Company’s management may submit additional services for approval.

To facilitate the approval process, the Audit Committee may delegate pre-approval authority to one or more of its members, or to the CFO for services, other than audit, review or attest services, to the extent permitted under the SEC’s pre-approval requirements. The Committee member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

All services rendered by PricewaterhouseCoopers LLP to the Company are permissible under applicable laws and regulations. During 2009, all services performed by PricewaterhouseCoopers LLP which were subject to the SEC’s pre-approval requirements were approved by the Audit Committee in accordance with the Committee’s pre-approval policy.

AUDIT COMMITTEE REPORT

The Audit Committee (“we”, “us” or the “Committee”) oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal control over financial reporting and disclosure controls designed to ensure compliance with accounting standards and applicable laws and regulations.

The Company’s independent auditors, PricewaterhouseCoopers LLP (“PwC”), report directly to us. We have sole authority to appoint, oversee, evaluate and discharge the independent auditors and to approve the fees paid by the Company for their services. PwC annually performs an independent audit of the consolidated financial statements and expresses an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles and the effectiveness of the Company’s internal control over financial reporting. PwC also conducts quarterly reviews of the Company’s financial statements.

We review with PwC the scope of its services, the results of its audits and reviews, its evaluation of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. We meet regularly with PwC, and separately with the Company’s internal auditors, without management present. We also meet regularly with management without PwC present, and we discuss management’s evaluation of PwC’s performance.

For 2009, we have reviewed and discussed the Company’s audited financial statements with management and PwC. We have reviewed and discussed with management its process for preparing its report on its assessment of the Company’s internal control over financial reporting, and at regular intervals we received updates on the status of this process and actions taken by management to respond to issues and deficiencies identified. We discussed with PwC its audit of the effectiveness of the Company’s internal control over financial reporting. We discussed with PwC and the Company’s internal auditors the overall scope and plans for their respective audits.

We have reviewed with PwC its judgments about the quality of the Company’s accounting principles as applied in the Company’s financial reporting and other matters as are required to be discussed by the Statement on Auditing Standards (SAS) No. 61 (Communication with Audit Committees), as amended (AICPA Professional Standards Vol. 1, AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, as may be modified or supplemented. We also received from PwC and discussed with PwC its written disclosures and the letter regarding its independence from management and the Company as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence. We concluded that PwC’s independence was not compromised by the non-audit services provided by PwC, the majority of which consisted of tax services.

In reliance on the reviews and discussions referred to above, we recommended to the Board (and the Board subsequently approved our recommendation) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2009 for filing with the SEC. We also evaluated and selected PwC as the Company’s independent auditors for 2010, which the shareholders will be asked to ratify at the 2010 Annual Meeting of Shareholders.


		Audit Committee

		Henry W. Howell, Jr.
		(Chairman)

		Margaret Hayes Adame
		Katherine M. Hudson
		Arthur C. Martinez

ITEM 3—APPROVAL OF 2010 STOCK AWARD AND INCENTIVE PLAN

Introduction

At the 2010 Annual Meeting, we will ask shareholders to approve the 2010 Stock Award and Incentive Plan (the “2010 Plan”), which was approved by our Board of Directors on February 2, 2010. The Board and its Compensation Committee (the “Committee”) approved the 2010 Plan to help us:

•

Attract, retain, motivate and reward officers, employees, directors, consultants and advisors to IFF and its subsidiaries and affiliates.

•

Strengthen our capability to develop and direct a competent management team.

•

Provide equitable and competitive compensation opportunities.

•

Authorize incentive awards that appropriately reward achievement of our goals and recognize individual contributions without promoting excessive risk.

•

Promote creation of long term value for shareholders by closely aligning the interests of participants with the interests of shareholders.

The Board and the Committee believe that awards linked to common stock and awards with terms tied to our performance provide incentives for the achievement of important performance objectives and promote the long term success of IFF. Therefore, they view the 2010 Plan as a key element of our overall compensation program.

The 2010 Plan, if approved by shareholders, would replace the 2000 Stock Award and Incentive Plan and the 2000 Supplemental Stock Award Plan (the “2000 Plans”). The Board and the Committee determined to replace the 2000 Plans with a new plan that, like the old plans, provides broadly for equity and incentive awards but contains updated compliance provisions. We are seeking approval for shares in addition to the number remaining available under 2000 Stock Award and Incentive Plan (which shares would be transferred to the 2010 Plan). We expect that the 2010 Plan will meet our needs for the next four years.

Information on the total number of shares available under our existing equity compensation plans and unissued shares deliverable under outstanding options, stock appreciation rights, restricted stock and restricted stock units as of the end of the last fiscal year is presented below under the heading “Equity Compensation Plan Information.” Based on our equity award plans in effect and outstanding awards at February 17, 2010, if shareholders approve the 2010 Plan the total number of shares subject to outstanding awards under all plans (including restricted stock but excluding deferred stock that has been fully earned and vested) and available for future awards under the 2010 Plan (which would be our only continuing equity compensation plan) would be as follows:


Shares subject to outstanding awards*	3,374,043
Shares to be available for future equity awards, (under the proposed 2010 Plan)**	2,783,738

Total shares	6,157,781

Percentage of outstanding shares***	7.8	%

Includes unvested restricted stock and restricted stock units but excludes any vested portions of such awards, which have in effect been fully earned by participants; in the case of outstanding purchased restricted stock, participants have paid 50% of the grant date fair market value as consideration and therefore 50% of such awards is effectively non-forfeitable; therefore, 50% of purchased restricted stock awards are excluded from the calculation of outstanding awards in this table.

Upon shareholder approval of the 2010 Plan, shares remaining available under the 2000 Stock Award and Incentive Plan and the 2000 Supplemental Stock Award Plan would cease to be reserved under those plans. 783,738 shares remaining available under the 2000 Stock Award and Incentive Plan would be transferred directly to the 2010 Plan (and are included in the share amount in this row). 3.55 million shares remaining available under the Deferred Compensation Plan as of February 1, 2010 ceased to be reserved under that plan at that date, as a result of an amendment to the Deferred Compensation Plan the purpose of which was to reduce the number of shares available for use under that plan. We intend to file a post-effective amendment to the Form S-8 Registration Statement covering the Deferred Compensation Plan to deregister those 3.55 million shares, which will not be transferred to the 2010 Plan. Shares for future deferrals under the Deferred Compensation Plan would be drawn from the 2010 Plan.

***

Outstanding shares (the denominator in this calculation) include all Common Stock outstanding at February 17, 2010 (including unvested restricted stock and PRS) and does not include issuance of unissued shares reserved for outstanding awards or future awards under the existing plans and the proposed 2010 Plan.

The 2010 Plan would make 2 million new shares of common stock available for equity awards, representing approximately 2.5% of the shares outstanding at February 17, 2010. As stated above, the 2010 Plan would replace the current 2000 Plans, and would provide the source for future deferrals of cash into deferred stock under the Deferred Compensation Plan (the Deferred Compensation Plan would be deemed to be a subplan under the 2010 Plan for the sole purpose of funding deferrals under the IFF Share Fund). Approximately 783,738 shares that remain available under the 2000 Stock Award and Incentive Plan (as of February 17, 2010) would be made available under the 2010 Plan and 210,871 shares remaining available under the 2000 Supplemental Stock Award Plan (as of February 17, 2010) would cease to be reserved. No new awards would be granted under the 2000 Plans although the Committee retains full authority regarding outstanding awards under those plans, including authority to approve modifications of such awards (repricing would be subject to shareholder approval, however). Shares subject to outstanding awards under the 2000 Plans may become available under the 2010 Plan if such shares are not delivered to the participant, in accordance with the share counting rules explained below under the heading Shares Available Under the 2010 Plan.

Overview of 2010 Plan Awards

The 2010 Plan authorizes a broad range of awards, including:

•

stock options, a grant of rights to purchase our Common Stock upon payment of the designated “exercise price”;

•

stock appreciation rights (“SARs”), a grant entitling the participant to receive the excess of the fair market value of a share on the date of exercise over the “base price”;

•

restricted stock, a grant of actual shares subject to a risk of forfeiture and restrictions on transfer;

•

deferred stock, a contractual commitment to deliver shares at a future date, which may or may not be subject to a risk of forfeiture (forfeitable deferred stock is sometimes called “restricted stock units”);

•

other awards based on Common Stock;

•

dividend equivalents;

•

performance shares or other stock-based performance awards (these include deferred stock or restricted stock awards that may be earned by achieving specific performance objectives);

•

cash-based performance awards tied to achievement of specific performance objectives; and

•

shares issuable in lieu of rights to cash compensation.

Vote Required for Approval

Approval of the 2010 Plan will require the affirmative vote of a majority of the votes cast at the 2010 Annual Meeting, provided that the total vote cast on the proposal (both for and against and abstentions) represents over 50% in interest of all securities entitled to vote on the proposal. The Board considers the 2010 Plan to be in the best interests of IFF and our shareholders and therefore recommends that the shareholders vote to approve the 2010 Plan at the 2010 Annual Meeting.

Reasons for Shareholder Approval

We seek approval of the 2010 Plan by shareholders in order to meet requirements of the New York Stock Exchange and to satisfy requirements of tax law to help preserve our ability to claim tax deductions for compensation to executive officers. In addition, the Board regards shareholder approval of the 2010 Plan as desirable and consistent with corporate governance best practices.

Internal Revenue Code Section 162(m) limits the deductions a publicly held company can claim for compensation in excess of $1 million in a given year paid to the chief executive officer and the three other most highly compensated executive officers serving on the last day of the fiscal year, excluding the chief financial officer (generally referred to as the “named executive officers”). “Performance-based” compensation that meets certain requirements is not counted against the $1 million deductibility cap, and therefore remains fully deductible. For purposes of Section 162(m), approval of the 2010 Plan will be deemed to include approval of the general business criteria upon which performance objectives for awards are based, described below under the headings Performance Awards and Annual Incentive Awards. Shareholder approval of general business criteria, without specific targeted levels of performance, will permit qualification of incentive awards for full tax deductibility for a period of approximately five years under Section 162(m). Shareholder approval of the performance goal inherent in stock options and SARs (increases in the market price of stock) is not subject to a time limit under Section 162(m).

In addition, shareholder approval will permit designated stock options to qualify as incentive stock options (“ISOs”) under the Internal Revenue Code. Such qualification can give the holder of the options more favorable tax treatment, as explained below.

Restriction on Repricing and Loans

The 2010 Plan includes a restriction providing that, without shareholder approval, we will not amend or replace options or SARs previously granted under the Plan in a transaction that constitutes a “repricing.” For this purpose, a “repricing” is defined as amending the terms of an option or SAR after it is granted to lower its exercise price, any other action that is treated as a repricing under generally accepted accounting principles, or canceling an option at a time when its strike price is equal to or greater than the fair market value of the underlying stock in exchange for another option, SAR, restricted stock, other equity, cash or other property, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction. Adjustments to the exercise price or number of shares subject to an option or SAR to reflect the effects of a stock split or other extraordinary corporate transaction will not constitute a “repricing.”

The 2010 Plan does not authorize loans to participants.

Description of the 2010 Plan

The following is a brief description of the material features of the 2010 Plan. This description, including information summarized above, is qualified in its entirety by reference to the full text of the proposed 2010 Plan, a copy of which is attached to this Proxy Statement as Appendix A.

Shares Available under the 2010 Plan. If the 2010 Plan is approved by our shareholders, 2 million shares will be reserved for delivery to participants, plus shares remaining available for new grants under the 2000 Stock Award and Incentive Plan and shares recaptured from outstanding awards under the 2000 Plans. Shares used for awards assumed in an acquisition do not count against the shares reserved under the 2010 Plan. The shares reserved may be used for any type of award under the 2010 Plan.

Only the number of shares actually delivered to participants in connection with an award after all restrictions have lapsed will be counted against the number of shares reserved under the 2010 Plan. Thus, shares will remain available for new awards if an award expires, is forfeited, or is settled in cash, if shares are withheld or separately surrendered to pay the exercise price of an option or to satisfy tax withholding obligations relating to an award, if fewer shares are delivered upon exercise of an SAR than the number of shares covered by the SAR, or if shares that had been issued as restricted stock are forfeited. These same share-counting rules will apply to awards under the 2000 Plans, so that shares may become available under the 2010 Plan to the extent that shares are not in fact both delivered and vested in connection with those awards. The 2000 Stock Award and Incentive Plan authorizes grants relating to shares remaining available and recaptured under the 1997 Employee Stock Option Plan, and to the extent those shares would have become available under the 2000 Plan they will become available under the 2010 Plan. Under the 2010 Plan, awards may be outstanding relating to a greater number of shares than the aggregate remaining available under the 2010 Plan so long as the Committee ensures that awards will not result in delivery and vesting of shares in excess of the number then available under the 2010 Plan. Shares delivered under the 2010 Plan may be either newly issued or treasury shares.

On February 17, 2010, the last reported sale price of IFF’s Common Stock in composite transactions for New York Stock Exchange-listed securities was $42.10 per share.

Per-Person Award Limitations. The 2010 Plan includes a limitation on the amount of awards that may be granted to any one participant in a given year in order to qualify awards as “performance-based” compensation not subject to the limitation on deductibility under Section 162(m). Under this annual per-person limitation, no

participant may in any year be granted share-denominated awards under the 2010 Plan relating to more than his or her “Annual Limit”. The Annual Limit equals one million shares plus the amount of the participant’s unused Annual Limit relating to share-based awards as of the close of the previous year, subject to adjustment for splits and other extraordinary corporate events. In the case of cash-denominated Awards, the 2010 Plan limits performance awards, including any annual incentive award that may be earned by a participant, to the participant’s defined Annual Limit, which for this purpose equals $5 million plus the amount of the participant’s unused cash Annual Limit as of the close of the previous year. The per-person limit for cash-denominated performance awards does not operate to limit the amount of share-based awards, and vice versa. These limits apply only to awards under the 2010 Plan, and do not limit our ability to enter into compensation arrangements outside of the 2010 Plan.

Adjustments. Adjustments to the number and kind of shares subject to the share limitations and specified in the share-based Annual Limit are authorized in the event of a large and non-recurring dividend or distribution, recapitalization, stock split, stock dividend, reorganization, business combination, other similar corporate transaction, equity restructuring as defined under applicable accounting rules, or other similar event affecting the Common Stock. We are also obligated to adjust outstanding awards (and share-related performance terms, such as share-price targets) upon the occurrence of these types of events to preserve, without enlarging, the rights of Plan participants with respect to their awards. The Committee may adjust performance conditions and other terms of awards in response to these kinds of events or to changes in applicable laws, regulations, or accounting principles, except that adjustments to awards intended to qualify as “performance-based” generally must conform to requirements imposed by Section 162(m).

Eligibility. Executive officers and other employees of IFF and its subsidiaries, and non-employee directors, consultants and others who provide substantial services to us, are eligible to be granted awards under the 2010 Plan. In addition, any person who has been offered employment by us may be granted awards, but such prospective grantee may not receive any payment or exercise any right relating to the award until he or she has commenced employment or the providing of services. As of February 17, 2010, approximately 5,700 persons would be potentially eligible for awards under the 2010 Plan. Equity awards currently outstanding under the 2000 Plans were held by a total of 762 current and former IFF employees as of February 17, 2010.

Administration. The Committee will administer the 2010 Plan, except that the Board may itself act to administer the Plan. However, any grant of an award to a non-employee director will be approved or granted under a policy approved by the Board, with the Committee either recommending or jointly approving such award or policy. (References to the “Committee” here mean the Committee or the full Board exercising authority with respect to a given award.) The 2010 Plan provides that the composition and governance of the Committee shall be established in the Committee’s charter adopted by the Board. Subject to the terms and conditions of the 2010 Plan, the Committee is authorized to select participants, determine the type and number of awards to be granted and the number of shares to which awards will relate or the amount of a performance award, specify times at which awards will be exercisable or settled, including performance conditions that may be required as a condition thereof, set other terms and conditions of such awards, prescribe forms of award agreements, interpret and specify rules and regulations relating to the 2010 Plan, and make all other determinations which may be necessary or advisable for the administration of the 2010 Plan. Nothing in the 2010 Plan precludes the Committee from authorizing payment of other compensation, including bonuses based upon performance, to officers and employees, including the executive officers, outside of the Plan. The 2010 Plan authorizes the Committee to delegate authority to executive officers to the extent permitted by applicable law, but such delegation will not authorize grants of awards to executive officers without direct participation by the Committee. The 2010 Plan provides that members of the Committee and the Board shall not be personally liable, and shall be fully indemnified, in connection with any action, determination, or interpretation taken or made in good faith under the Plan.

Stock Options and SARs. The Committee is authorized to grant stock options, including both incentive stock options (“ISOs”), which can result in potentially favorable tax treatment to the participant, and non-qualified stock options. SARs may also be granted, entitling the participant to receive the excess of the fair market value of a share on the date of exercise over the SARs designated “base price.” The exercise price of an option and the base price of an SAR are determined by the Committee, but generally may not be less than the fair market value of the shares on the date of grant. The maximum term of each option or SAR will be ten years. Subject to this limit, the times at which each option or SAR will be exercisable and provisions requiring forfeiture of unvested or unexercised options (and in some cases gains realized upon an earlier exercise) at or following termination of employment or upon the occurrence of other events generally are fixed by the Committee. Options may be exercised by payment of the exercise price in cash, shares having a fair market value equal to the exercise price or surrender of outstanding awards or other property having a fair market value equal to the exercise price, as the Committee may determine. This may include withholding of option shares to pay the exercise price. The Committee also is permitted to establish procedures for broker-assisted cashless exercises. Methods of exercise and settlement and other terms of SARs will be determined by the Committee. SARs may be exercisable for shares or for cash, as determined by the Committee. Options and SARs may be granted on terms that cause such awards not to be subject to Internal Revenue Code Section 409A (“Section 409A”), or with terms that cause those awards to be deferral arrangements conforming to the requirements under Section 409A.

Restricted and Deferred Stock/Restricted Stock Units. The Committee is authorized to grant restricted stock and deferred stock. Prior to the end of the restricted period, shares granted as restricted stock may not be sold, and will be forfeited in the event of termination of employment in specified circumstances. The Committee will establish the length of the restricted period for awards of restricted stock. Aside from the risk of forfeiture and non-transferability, an award of restricted stock entitles the participant to the rights of a shareholder of IFF, including the right to vote the shares and to receive dividends (which may be forfeitable or non-forfeitable), unless otherwise determined by the Committee.

Deferred stock gives a participant the right to receive shares at the end of a specified deferral period. Deferred stock subject to forfeiture conditions may be denominated as an award of “restricted stock units.” The Committee will establish any vesting requirements for deferred stock/restricted stock units granted for continuing services. One advantage of restricted stock units, as compared to restricted stock, is that the period during which the award is deferred as to settlement can be extended past the date the award becomes non-forfeitable, so the Committee can require or permit a participant to continue to hold an interest tied to Common Stock on a tax-deferred basis. Prior to settlement, deferred stock awards, including restricted stock units, carry no voting or dividend rights or other rights associated with stock ownership, but dividend equivalents (which may be forfeitable or non-forfeitable) will be paid or accrue if authorized by the Committee.

Other Stock-Based Awards, Stock Bonus Awards, and Awards in Lieu of Other Obligations. The 2010 Plan authorizes the Committee to grant awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to Common Stock. The Committee will determine the terms and conditions of such awards, including the consideration to be paid to exercise awards in the nature of purchase rights, the periods during which awards will be outstanding, and any forfeiture conditions and restrictions on awards. In addition, the Committee is authorized to grant shares as a bonus free of restrictions, or to grant shares or other awards in lieu of obligations under other plans or compensatory arrangements, subject to such terms as the Committee may specify. Under this authorization, the Company expects to permit participants in the Deferred Compensation Plan to defer salary or bonus compensation into deferred stock that constitutes an award under the 2010 Plan, with such deferrals ultimately to be settled by delivery of shares drawn from the 2010 Plan. For additional information regarding our DCP, see below under the heading Non-Qualified Deferred Compensation.

Performance-Based Awards. The Committee may grant performance awards, which may be awards of a specified cash amount or may be share-based awards. Generally, performance awards require satisfaction of pre-established performance goals, consisting of one or more business criteria and a targeted performance level with respect to such criteria as a condition of awards being granted or becoming exercisable or settleable, or as a condition to accelerating the timing of such events. Performance may be measured over a period of any length

specified by the Committee. If so determined by the Committee, in order to avoid the limitations on tax deductibility under Section 162(m), the business criteria used by the Committee in establishing performance goals applicable to performance awards to the named executive officers will be selected from among the following:

•

net sales or revenues;

•

earnings measures, including earnings from operations, earnings before or after taxes, earnings before or after interest, depreciation, amortization, or extraordinary or special items;

•

net income or net income per common share (basic or diluted);

•

return measures, including return on assets (gross or net), return on investment, return on capital, or return on equity;

•

cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital;

•

net economic profit (operating earnings minus a charge for capital) or economic value created;

•

operating margin or profit margin;

•

shareholder value creation measures, including stock price or total shareholder return;

•

dividend payout levels, including as a percentage of net income; and

•

strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, cost targets, total market capitalization, agency ratings of financial strength, completion of capital and borrowing transactions, business retention, new product development, customer satisfaction, employee satisfaction, management of employment practices and employee benefits, supervision of litigation and information technology, and goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures.

The Committee retains discretion to set the level of performance for a given business criteria that will result in the earning of a specified amount under a performance award. These goals may be set with fixed, quantitative targets, targets relative to our past performance, targets compared to the performance of other companies, such as a published or special index or a group of companies selected by the Committee for comparison, in such other way as the Committee may determine. The Committee may specify that these performance measures will be determined before payment of bonuses, capital charges, non-recurring or extraordinary income or expense, or other financial and general and administrative expenses for the performance period, if so specified by the Committee.

Other Terms of Awards. Awards may be settled in cash, shares, other awards or other property, in the discretion of the Committee. The Committee may require or permit participants to defer the settlement of all or part of an award, in accordance with such terms and conditions as the Committee may establish, including payment or crediting of interest or dividend equivalents on any deferred amounts. The 2010 Plan allows vested but deferred awards to be paid out to the participant in the event of an unforeseeable emergency. The Committee is authorized to place cash, shares or other property in trusts or make other arrangements to provide for payment of our obligations under the 2010 Plan. The Committee may condition awards on the payment of taxes, and may provide for mandatory or elective withholding of a portion of the shares or other property to be distributed in order to satisfy tax obligations. Awards granted under the Plan generally may not be pledged or otherwise encumbered and are not transferable except by will or by the laws of descent and distribution, or to a designated beneficiary upon the participant’s death, except that the Committee may permit transfers of awards other than incentive stock options on a case-by-case basis, but such transfers will be allowed only for estate-planning purposes and may not include transfers to other third parties for value.

The 2010 Plan authorizes the Committee to provide for forfeiture of awards and award gains in the event a participant fails to comply with conditions relating to non-competition, non-solicitation, confidentiality,

non-disparagement and other requirements for the protection of the our business. Awards under the 2010 Plan may be granted without a requirement that the participant pay consideration in the form of cash or property for the grant (as distinguished from the exercise), except to the extent required by law. The Committee may, however, grant awards in substitution for, exchange for or as a buyout of other awards under the 2010 Plan, awards under our plans, or other rights to payment from us, and may exchange or buy out outstanding awards for cash or other property. The Committee also may grant awards in addition to and in tandem with other awards, awards, or rights. In granting a new award, the Committee may determine that the in-the-money value or fair value of any surrendered award may be applied to reduce the purchase price of any new award, subject to the requirement that repricing transactions must be approved by shareholders.

Dividend Equivalents. The Committee may grant dividend equivalents. These are rights to receive payments equal in value to the amount of dividends paid on a specified number of shares of Common Stock while an award is outstanding. These amounts may be in the form of cash or rights to receive additional awards or additional shares of Common Stock having a value equal to the cash amount. The awards may be granted on a stand-alone basis or in conjunction with another award, and the Committee may specify whether the dividend equivalents will be forfeitable or non-forfeitable. Rights to dividend equivalents may be granted in connection with restricted stock units or deferred stock, so that the participant can earn amounts equal to dividends paid on the number of shares covered by the award while the award is outstanding. However, dividend equivalents may not be granted in connection with options or SARs in respect of any period before the exercise of the award.

Vesting, Forfeitures, and Related Award Terms. The Committee has discretion in setting the vesting schedule of options, SARs, restricted stock and other awards, the circumstances resulting in forfeiture of awards, the post-termination exercise periods of options, SARs and similar awards, and the events resulting in acceleration of the right to exercise and the lapse of restrictions, or the expiration of any deferral period, on any award.

In addition, the 2010 Plan provides that, in the event of a Change in Control of the Company, outstanding Awards will immediately vest and be fully exercisable, any restrictions, deferral of settlement and forfeiture conditions of such Awards will lapse, and goals relating to performance-based awards will be deemed met or exceeded to the extent specified in the performance-award documents. However, the Committee can specify different provisions applicable to a Change in Control in a participant’s award agreement. A Change in Control means generally (i) any person or group acquires voting securities and as a result is a beneficial owner of 50% or more of the voting power of the Company’s voting securities, (ii) a change in the Board’s membership such that the members serving as of January 1, 2010, or those elected or nominated with the approval of two-thirds of the those members and successors elected or nominated by them cease to represent a majority of the Board, (iii) certain mergers or consolidations substantially reducing the percentage of voting power held by shareholders prior to such transactions or changing a majority of the membership of the Board, or (iv) shareholder approval of a sale or liquidation of all or substantially all of the assets of the Company. The distribution of awards upon a Change in Control may be limited by applicable restrictions under Code Section 409A.

Amendment and Termination of the 2010 Plan. The Board may amend, suspend, discontinue, or terminate the 2010 Plan or the Committee’s authority to grant awards thereunder without shareholder approval, except as required by law or regulation or under the Listed Company Manual of the New York Stock Exchange. New York Stock Exchange rules require shareholder approval of any material amendment to plans such as the 2010 Plan. Under these rules, however, shareholder approval will not necessarily be required for all amendments which might increase the cost of the 2010 Plan or broaden eligibility. Unless earlier terminated, the authority of the Committee to make grants under the 2010 Plan will terminate ten years after the latest shareholder approval of the 2010 Plan, and the 2010 Plan will terminate when no shares remain available and we have no further obligation with respect to any outstanding award.

Federal Income Tax Implications of the 2010 Plan

We believe that under current law the following U.S. Federal income tax consequences generally would arise with respect to awards under the 2010 Plan.

Options and SARs that are not deemed to be deferral arrangements under Code Section 409A would have the following tax consequences: The grant of an option or an SAR will create no federal income tax consequences for the participant or IFF. A participant will not have taxable income upon exercising an option that is an ISO, except that the alternative minimum tax may apply. Upon exercising an option that is not an ISO, the participant generally must recognize ordinary income equal to the difference between the exercise price and the fair market value of the freely transferable or non-forfeitable shares acquired on the date of exercise. Upon exercising an SAR, the participant must generally recognize ordinary income equal to the cash or the fair market value of the shares received.

Upon a disposition of shares acquired upon exercise of an ISO before the end of the applicable ISO holding periods, the participant must generally recognize ordinary income equal to the lesser of (i) the fair market value of the ISO shares at the date of exercise minus the exercise price or (ii) the amount realized upon the disposition of the ISO shares minus the exercise price. For all options, a participant’s sale of shares acquired by exercise of the option generally will result in short term or long term capital gain or loss measured by the difference between the sale price and the participant’s tax “basis” in such shares. The tax “basis” normally is the exercise price plus any amount he or she recognized as ordinary income in connection with the option’s exercise (or upon sale of the option shares in the case of an ISO). A participant’s sale of shares acquired by exercise of an SAR generally will result in short term or long term capital gain or loss measured by the difference between the sale price and the participant’s tax “basis” in the shares, which normally is the amount he or she recognized as ordinary income in connection with the SARs exercise.

We normally can claim a tax deduction equal to the amount recognized as ordinary income by a participant in connection with the exercise of an option or SAR, but no tax deduction relating to a participant’s capital gains. Accordingly, we will not be entitled to any tax deduction with respect to an ISO if the participant holds the shares for the applicable ISO holding periods prior to selling the shares.

Awards other than options and SARs that result in a transfer to the participant of cash or shares or other property generally will have terms intended to meet applicable requirements under Section 409A, which regulates deferred compensation. If no restriction on transferability or substantial risk of forfeiture applies to amounts distributed to a participant, the participant generally must recognize ordinary income equal to the cash or the fair market value of shares actually received. Thus, for example, if we grant an award of restricted stock units that has vested or requires or permits deferral of receipt of cash or shares under a vested award, the participant should not become subject to income tax until the time at which shares or cash are actually distributed, and we would become entitled to claim a tax deduction at that time.

On the other hand, if a restriction on transferability and substantial risk of forfeiture applies to shares or other property actually distributed to a participant under an award (such as, for example, a grant of restricted stock), the participant generally must recognize ordinary income equal to the fair market value of the transferred amounts at the earliest time either the transferability restriction or risk of forfeiture lapses. In all cases, we can claim a tax deduction in an amount equal to the ordinary income recognized by the participant, except as discussed below. A participant may elect to be taxed at the time of grant of restricted stock or other property rather than upon lapse of restrictions on transferability or the risk of forfeiture, but if the participant subsequently forfeits such shares or property he or she would not be entitled to any tax deduction, including as a capital loss, for the value of the shares or property on which he or she previously paid tax.

Any award that is deemed to be a deferral arrangement (that is, not excluded or exempted under the tax regulations) will be subject to Section 409A. Participant elections to defer compensation under such awards and as to the timing of distributions relating to such awards must meet requirements under Section 409A in order for income taxation to be deferred upon vesting of the award and tax penalties avoided by the participant.

Some options and SARs may be subject to Section 409A, which regulates deferral arrangements. In such case, the distribution to the participant of shares or cash relating to the award would have to be restricted in order for the participant not to be subject to tax and a tax penalty at the time of vesting. In particular, the participant’s discretionary exercise of the option or SAR could not be permitted over a period extending more than a year in most cases. If the distribution and other award terms meet Section 409A’s requirements, the participant would realize ordinary income at the time of distribution of shares or cash rather than exercise, with the amount of ordinary income equal to the distribution date value of the shares or cash less any exercise price actually paid. We would not be entitled to a tax deduction at the time of exercise, but would become entitled to a tax deduction at the time shares are delivered at the end of the deferral period.

As discussed above, compensation that qualifies as “performance-based” compensation is excluded from the $1 million deductibility cap of Internal Revenue Code Section 162(m), and therefore remains fully deductible by the company that pays it. Under the 2010 Plan, options and SARs granted with an exercise price or base price at least equal to 100% of fair market value of the underlying stock at the date of grant, performance awards to employees the Committee expects to be named executive officers at the time compensation is received, and certain other awards which are conditioned upon achievement of performance goals are intended to qualify as such “performance-based” compensation. A number of requirements must be met in order for particular compensation to so qualify, however, so there can be no assurance that such compensation under the 2010 Plan will be fully deductible under all circumstances. In addition, other awards under the 2010 Plan, such as non-performance-based restricted stock and restricted stock units, generally will not so qualify, so that compensation paid to certain executives in connection with such awards may, to the extent it and other compensation subject to Section 162(m)’s deductibility cap exceed $1 million in a given year, not be deductible by IFF as a result of Section 162(m). Compensation to certain employees resulting from vesting of awards in connection with a change in control or termination following a change in control also may be non-deductible under Internal Revenue Code Sections 4999 and 280G.

The foregoing provides only a general description of the application of federal income tax laws to certain awards under the 2010 Plan. This discussion is intended for the information of shareholders considering how to vote at the 2010 Annual Meeting and not as tax guidance to participants in the 2010 Plan, as the consequences may vary with the types of awards made, the identity of the recipients and the method of payment or settlement. Different tax rules may apply, including in the case of variations in transactions that are permitted under the 2010 Plan (such as payment of the exercise price of an option by surrender of previously acquired shares). The summary does not address in any detail the effects of other federal taxes (including possible “golden parachute” excise taxes) or taxes imposed under state, local or foreign tax laws.

New Plan Benefits Under the 2010 Plan

Because future awards under the 2010 Plan will be granted in the discretion of the Committee, the type, number, recipients, and other terms of such awards cannot be determined at this time. Information regarding our recent practices with respect to annual incentive awards and stock-based compensation under existing plans is presented below in the Summary Compensation Table and these related tables: Grants of Plan-Based Awards in 2009, and 2009 Outstanding Equity Awards at Fiscal Year-End elsewhere in this Proxy Statement and in our financial statements for the fiscal year ended December 31, 2009 included in the Annual Report which accompanies this Proxy Statement.

If shareholders decline to approve the 2010 Plan, no awards will be granted under the 2010 Plan, but awards may continue to be granted under the 2000 Plans.

The Board of Directors considers the 2010 Plan to be in the best interests of IFF and our shareholders and therefore recommends that shareholders vote FOR approval of the 2010 Plan at the Annual Meeting.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion & Analysis (“CD&A”) describes IFF’s executive compensation program for 2009 and certain elements of the 2010 program. It explains how the Compensation Committee of our Board of Directors (the “Committee”) determined 2009 compensation for our executives, including the persons identified as Named Executive Officers (“NEOs”) in this proxy statement.

As reflected in the discussion below and in the tables and narratives following this CD&A, several management transitions occurred at IFF during 2009. In May 2009, Kevin C. Berryman became our new Executive Vice President and Chief Financial Officer (“CFO”) and Richard A. O’Leary stepped down from his role as Interim Chief Financial Officer. In addition, in August 2009 Angelica T. Cantlon took over the role of Senior Vice President, Human Resources, from Steven J. Heaslip, who separated from employment with the Company in June 2009. Lastly, Robert M. Amen, who we refer to in this CD&A as our “Former CEO”, resigned his role as our Chairman of the Board and Chief Executive Officer, effective September 30, 2009. As discussed above under “Board Leadership Structure,” our new Chairman and CEO, Douglas D. Tough, whom we refer to in this CD&A as our “Current CEO”, assumed the position of Chairman effective as of October 1, 2009, but did not commence service as our CEO until March 1, 2010. During this transition period from October 1, 2009 through February 28, 2010, our Board established a temporary Office of the CEO, which was comprised of Mr. Berryman together with Nicolas Mirzayantz, Group President, Fragrances, and Hernan Vaisman, Group President, Flavors. Due to these management transitions, a number of different executives served in the roles of CEO and CFO during fiscal 2009. As a result, including Beth E. Ford, our Executive Vice President, Head of Supply Chain, and Dennis M. Meany, our Senior Vice President, General Counsel and Secretary, we are in the unique position of having nine NEOs in this Proxy Statement.

Although these NEO changes were significant corporate events, the roles played by members of management in assisting the Committee in its determinations regarding executive compensation for 2009 remained generally consistent with the roles such management positions have played in prior years. As a result, we do not generally distinguish between the individuals fulfilling those roles in the narrative below. However, it should be noted that the members of the temporary Office of the CEO did not participate in decisions regarding executive compensation during their tenure in this office. In addition, the 2009 compensation of Mr. Berryman, Mr. Mirzayantz and Mr. Vaisman was not adjusted to reflect their temporary additional responsibilities. As such, the discussion below of the compensation of our CEO in 2009 and our CEO’s role with regard to establishing compensation arrangements for 2009 (other than his own compensation) should be taken to refer to our Former CEO, unless otherwise indicated. Further, the discussion below of the compensation of our CEO in 2010 and our CEO’s role with regard to establishing compensation arrangements for 2010 (other than this own compensation) should be taken to refer to our Current CEO.

Executive Compensation Philosophy

Objectives

The objectives of our executive compensation program are as follows:

To attract, to retain and to develop individuals critical to our success;

To motivate our executives and to reward achievement of both annual and longer term business goals and strategic objectives;

To incentivize each executive’s role in driving Company performance by providing significant “variable” compensation tied to achievement of our business goals;

To align the interests of our executives with those of our shareholders by encouraging executives to own Company stock;

To reinforce Company values; and

To provide total compensation opportunities at competitive levels consistent with performance and in line with our goal of superior financial and operational performance.

In furtherance of the above objectives, we believe that executive compensation should (i) be tied to overall Company performance; (ii) reflect each executive’s level of responsibility; (iii) vary based on individual performance and contribution; and (iv) include a significant equity component. Our performance goals for compensation purposes are based on the challenging financial and strategic expectations set by our Board of Directors for our entire organization.

Role of Compensation Committee, Outside Advisors and Management

Compensation Committee

Pursuant to its Charter, the Committee assists the Board in ensuring that a proper system of long term and short term compensation is in place to provide performance-oriented incentives to management, and that compensation plans are appropriate and competitive and properly reflect the objectives and performance of management and the Company. The Committee has responsibility for overseeing the determination, implementation and administration of remuneration, including compensation, benefits and perquisites, of all executive officers and other members of senior management. The Committee recommends CEO compensation to the full Board for its approval.

Outside Advisors

To assist it in fulfilling its responsibilities, the Committee engaged W.T. Haigh & Company (“W.T. Haigh”) as its independent compensation consultant throughout 2009. W.T. Haigh regularly participates in Committee meetings and meets privately with the Committee at its request. To date, W.T. Haigh has worked exclusively on executive compensation initiatives on behalf of the Committee and does not have other consulting arrangements with the Company.

In 2009, W.T. Haigh reviewed and made recommendations to the Committee concerning our executive compensation philosophy and programs including:

•

re-affirming the Company’s executive compensation philosophy;

•

conducting total compensation market reviews for 31 executive positions, including each NEO position;

•

conducting total compensation market reviews for and reviewing non-employee director compensation;

•

supporting the administration of the Company’s existing Annual Incentive Plan (“AIP”), Long Term Incentive Plan (“LTIP”) and Equity Choice Program (“ECP”);

•

providing advice to the Committee in connection with the compensation for the CEO;

•

assisting in the development of the proposed 2010 Stock Award and Incentive Plan; and

•

assisting in the development of the 2010 compensation arrangements for our new CEO.

The Company also retains Steven Hall & Partners for advisory services concerning compensation plan documents, including the Company’s equity award and incentive, executive separation and deferred compensation plans, and Buck Consultants for actuarial work and other services relating to the Company’s retirement plans and other post-employment benefits. These services are administrative or technical in nature and neither of these consultants played a role in determining or recommending the amount or form of executive or director compensation during 2009.

Management

With the input of W.T. Haigh, our Former CEO and former Senior Vice President, Human Resources, evaluated the performance and competitive pay position of each of the NEOs, other than the CEO, and made recommendations to the Committee concerning each such officer’s 2009 compensation.

Both our CEO and Senior Vice President, Human Resources, generally attend Committee meetings but do not attend the portion(s) of meetings where their own compensation is discussed or determined. They periodically provide the Committee with updates of progress against our performance goals and provide management’s views and recommendations concerning compensation elements including:

•

performance criteria and targets under our AIP and LTIP, including potential threshold and maximum performance targets, based on the Company’s financial, operating and strategic plans;

•

placement of executives within salary grades;

•

adjustments to a particular executive’s compensation, including equity compensation, based on individual performance, responsibilities or other considerations;

•

the Company’s executive separation policy; and

•

perquisites.

Our management also provides similar input to W.T. Haigh but does not oversee its activities.

Principles for Setting Compensation Levels

We use a global grading structure for our employees, including our executives, with compensation ranges for each grade. Executives are placed in a particular grade based on internal factors (including scope of responsibilities and job complexity) and an external market evaluation. The external market evaluation is based on published third party general survey information and a review of like positions within our selected peer groups described below. This process is often referred to as “market benchmarking”. Benchmarking also provides information that we use in internal pay review for various positions and grade levels. We update the external market benchmarking and peer group data annually. The compensation decisions the Committee makes each year take into account the compensation range for each executive’s grade, as well as market benchmarking and individual performance, as described below.

Benchmarking

Peer Groups

We use compensation data from other companies to benchmark our compensation levels. However, it is difficult to define a single peer group for our market benchmarking that appropriately reflects the particular diversity of responsibilities within our business. The Company has few publicly traded competitors and our industry is highly fragmented, both geographically and across product lines. Therefore, with assistance from its independent compensation consultant, the Committee identified two separate and distinct peer groups—a consumer product companies peer group and a specialty chemical and flavoring companies peer group. For 2009 compensation decisions, these peer groups consisted of the following companies:


Consumer Product Peer Group		Specialty Chemical & Flavoring Peer Group
Alberto-Culver		Albemarle
Allergan		Arch Chemicals
Blyth		Cabot
Church & Dwight		Corn Products
Clorox		Cytec Industries
Del Monte Foods		Ecolab
Elizabeth Arden		Ferro
Estee Lauder		FMC
Hershey		HB Fuller
Hormel Foods		Lubrizol
Lancaster Colony		PolyOne
McCormick		RPM
Nu Skin Enterprises		Sensient
Ralcorp		Sigma-Aldrich
Revlon		Valspar
Smuckers
UST
Wrigley

The Committee used the following criteria in reviewing and selecting the peer groups:

•

US publicly traded companies of comparable size (generally based on revenue of $1B—$5B and market capitalization of $1B—$8B);

•

Significant international presence with international operations generally accounting for at least 25% of total revenues;

•

Strong in-house R&D operations with R&D expense generally over 1% of total revenue;

•

Growth orientation, with positive sales and earnings growth over prior three years at time the peer groups were reviewed and selected;

•

Competitors for executive talent; and

•

Progressive companies with positive reputations.

At the time of the Committee’s review and selection of the above peer groups, IFF was positioned approximately at the 40^th percentile of both peer groups in terms of revenue, the primary scope comparison measure. Based on the recommendation of its independent compensation consultant, our Committee did not make any changes in our peer groups for 2009 compensation decisions from the peer groups used in 2008, other than to eliminate one company, Spectrum Brands, which was no longer listed on a national securities exchange.

Our peer groups for compensation benchmarking are different from the peer group used in our financial performance graph included in our Annual Report on Form 10-K. Both the compensation and financial peer groups include companies that are international in scope and/or sell their products to the types of customers that also buy our products. However, the financial performance peer group includes companies that exceed the size criteria identified for our compensation peer groups. The Committee believes that, for the compensation peer groups, comparably sized companies better reflect the competition we face for executive talent.

General Survey Data

With assistance from its independent compensation consultant, the Committee also used general industry data from Towers Perrin’s 2008 Executive Compensation Database, a broad-based survey, to analyze our 2009 executive compensation levels and to obtain a more general understanding of current compensation practices. In doing so, the Committee considered a segment of this database consisting of companies having $1 billion to $3 billion in reported revenues, excluding energy and financial companies. These two industry segments were excluded because we believe these industry business models and their pay practices are less comparable to ours, particularly in a volatile economic climate.

Market Reference

Based on the peer group and other data, the Committee’s independent compensation consultant develops a “market reference” for each executive position. In order to determine a market value for each executive position and to reflect the most relevant source for competitive executive talent for that position, the peer group and general industry data may be assigned a different weight depending upon the position. The “market weighting” for each position is reviewed and agreed to in principle by the Committee at the same time the Committee approves the peer group. In light of the volatile economic environment and impact on peer company results and related compensation, the Committee’s consultant applied adjustments to 2008 reported peer company and survey data to provide its best estimate of as yet not publicly disclosed market compensation actions for 2009 performance.

The Committee’s independent compensation consultant analyzes each executive’s total direct pay (as described below under “Compensation Elements and Targeted Mix”) against the median to 75^th percentile range of each executive’s market reference and this analysis is reviewed with the Committee and the CEO. Individual components of total direct pay (meaning salary, annual and long term incentive compensation and annual equity awards) are not specifically benchmarked. In determining total target direct pay for each executive in 2009, the Committee considered the consultant’s market reference analysis by each direct compensation element (meaning salary, annual and long term incentive compensation and annual equity awards) and in total. In addition, the Committee considered a number of other factors, including the executive’s:

•

individual performance;

•

scope of responsibilities;

•

relative responsibilities compared with other senior Company executives;

•

contribution relative to overall Company performance;

•

compensation relative to his or her peers within the organization;

•

long term potential; and

•

retention.

The Committee uses the benchmarking range in order to establish a starting reference point for the compensation levels that the Committee believes would provide our executive team with competitive compensation in order to incentivize and retain our top executives. However, the actual total target direct pay approved at the beginning of each year for each executive may be above or below the market reference range since the Committee reviews our executives’ compensation annually taking all of the above factors into account.

Of our NEOs, the approved target total direct pay for 2009 (based on annual and long term incentive compensation at target) was positioned somewhat above the market reference range for Mr. Mirzayantz, Mr. Vaisman and Ms. Ford. The following are factors considered by the Committee in setting their target direct pay levels:

•

Both Messrs. Mirzayantz and Vaisman’s target direct compensation reflect internal pay relationships to our Former CEO as well as our other senior executives, critical impact of their roles on our annual and longer term results and our desire to retain their services over the long term.

•

Ms. Ford’s target direct compensation reflects compensation levels negotiated at the time of her hire in 2008, internal pay relationships to other senior executives and our Former CEO and her expected level of contribution as a member of the senior leadership team. In addition, the Committee believes Ms. Ford’s role and organizational impact exceed those of the survey benchmarks used in the market comparisons.

Actual compensation paid for the year, as compared to target compensation approved at the beginning of the year, may differ depending on Company and individual performance and is discussed in Program Components and Policies below.

Realized Compensation History and Retention Value

In 2009, for the first time, the Committee also reviewed an analysis of “realized compensation history” and “retention value” for our executives prepared by our former Senior Vice President, Human Resources. As analyzed, “realized compensation history” means the actual compensation, consisting of actual base salary, earned AIP, earned LTIP and estimated vested equity (which, for 2009 analysis was based on a $30 share price), paid to each executive each year since 2002 (or later year if the executive commenced employment after 2002). “Retention value” refers to potential awards under active but not yet completed LTIP cycles, as well as all unvested equity grants. The Committee considered this analysis, but in making 2009 compensation decisions, the Committee did not otherwise refer to specific compensation tally sheets or wealth accumulation analyses.

Compensation Elements and Targeted Mix

On an annual basis, the Committee reviews and approves the compensation for our executive officers and other members of senior management, including all of our NEOs. Our executive compensation program includes direct pay and indirect pay elements as follows.

Direct Pay

Direct pay consists of:

•

Base salary;

•

AIP award;

•

LTIP award; and

•

ECP award.

AIP, LTIP and ECP awards are variable, performance-based compensation components and their value is based on the Company’s performance and, in the case of the LTIP and ECP awards, share price. The payouts under these annual and long term awards may vary from year to year and thus reflect the impact our executives have on our Company’s success.

For 2009, at target AIP and LTIP achievement levels, the components of average total direct pay for our NEOs other than the Former CEO were as follows:

LOGO

The 70% average weighting of direct pay towards performance-based variable compensation closely aligns our executives’ compensation opportunity with our performance by enabling our senior executives to earn more if the Company achieves superior performance or to earn less if we do not meet our performance goals or the value of our common stock does not increase over time.

The Committee did not recommend and the Board did not make an ECP award in 2009 to our Former CEO. As a result, target total direct pay for the Former CEO in 2009 was comprised of approximately 24% salary, 29% AIP and 47% LTIP.

Long term compensation to our senior executives includes LTIP awards and equity awards under our ECP. LTIP awards, if earned, are paid out 50% in stock and 50% in cash. Equity is a higher portion of total long term compensation than non-equity because we want to ensure significant long term stock ownership by each of our executives so that their stock ownership interests, and their at-risk longer term compensation, are closely aligned with our shareholders’ interests. The ECP, combined with our Share Retention Policy discussed below, encourages stock ownership and real investment in our Company.

For 2009, the average proportion of long term incentive compensation opportunity provided in the form of equity versus cash for our NEOs (other than our Former CEO) was as follows:

LOGO

In 2009, our Former CEO’s target long term opportunity was comprised of 50% cash and 50% equity due to the Committee’s determination not to grant him an ECP award.

The Committee periodically reviews and adjusts the mix between short term and long term incentive compensation opportunities and between cash and non-cash opportunities based on (1) benchmarking and other external data, (2) recommendations from its independent compensation consultant and (3) recommendations from our CEO and Senior Vice President, Human Resources.

Indirect Pay

Indirect pay includes:

•

Benefits (broad-based benefit programs);

•

Deferred Compensation Plan (“DCP”);

•

Pension Plan and Supplemental Retirement Plan (“SRP”) for certain eligible executives; and

•

Personal benefits (our perquisite program).

Our executives participate in Company-sponsored benefit programs, many of which are broadly available to our employees. We also maintain other benefit and perquisite programs for our senior management. The Committee’s independent compensation consultant has advised that these programs are in line with market practice.

Program Components and Policies

Salaries

The Committee reviews the salaries of our CEO and other senior executives, including our other NEOs, annually. For 2009, salaries for our senior executives, including our Former CEO and other NEOs, were not increased based on business conditions and outlook at that time and the Committee’s determination that the salaries of our senior executives were in line with market reference. In 2009, the Board, upon the recommendation of the Committee, approved the base salary initially established for our Former CEO and our Current CEO (as described in more detail below). The Committee also approved the base salaries of new executive officers in line with market reference.

Annual Incentive Plan (“AIP”)

General: The Company maintains the AIP for our NEOs and certain other employees. Payouts under the plan, which are awarded under our shareholder-approved 2000 Stock Award and Incentive Plan, depend on the achievement of specific quantitative and strategic enterprise (i.e., Company-wide) performance goals, along with individual contribution toward the enterprise results based on business unit or functional goals. Each executive has the opportunity to earn up to 200% of his or her target AIP award for significantly above target or superior performance or lower than target (or no) annual incentive compensation for below target performance. For 2009, the Committee approved the AIP targets (stated as a percentage of base salary) as follows:


Level	Bonus Target
Chief Executive Officer	120	%
Group Presidents and Executive Vice Presidents	80	%*
Senior Vice Presidents	60	%
Vice President & Controller (former Interim CFO)	50	%

At the initiation of our Group President, Fragrances, his 2009 AIP bonus target percentage of base salary was reduced to 60% (and the bonus target percentage of base salary for all Fragrance business unit AIP participants was also reduced) for purposes of budgetary cost savings within the Fragrance business unit.

Goal Setting Process: Each fiscal year, our CEO proposes and reviews with the Board our Company’s annual and long term financial goals, operational plans and strategic initiatives for the Board’s discussion and ultimate approval. The CEO and the Senior Vice President, Human Resources then recommend to the Committee the AIP enterprise performance metrics, which we call our “scorecard”, and the Committee consults with its independent compensation consultant before it approves the “scorecard”.

2009 Goals: For 2009, the AIP “scorecard” consisted of four enterprise financial goals weighted at 70% of total target opportunity and three non-financial strategic goals weighted at 30% of total target opportunity. The following table lists the Company’s 2009 financial metrics and non-financial goals, their respective weightings and the 2009 result versus target:


Performance Criteria	Weighting		Result (% Target)
Financial goals
Sales growth in local currency	20	%	73	%

Earnings before interest and taxes (represented as profit margin as a percentage of sales)	20	%	100	%
Return on invested capital	20	%	0	%

Working capital	10	%	200	%

Subtotal Weighted Result	70	%	54.5	%

Non-Financial Goals
Customers • Sales growth with target customers • Category market growth • Improvements in service performance and product quality	10	%	59	%
People • Managing and developing workforce	10	%	11	%
Innovation • Research and development projects • Improvements in our supply chain, production planning and customer service	10	%	94	%
Subtotal Weighted Result	30	%	16.4	%

Grand Total	100	%	70.9	%

“Financial Governor”	—		N/A

Final Award	—		70.9	%

Overall Company AIP Performance

Our actual performance against our 2009 AIP enterprise scorecard’s financial objectives was 70.9%, as set forth in the table above. In establishing AIP financial objectives and in determining actual achievement against financial goals, the Committee eliminates the impact of certain discrete non-core costs (net of related benefits realized during the period). This is done by the Committee in order to focus performance goals and achievement against goals on our core operating results. For 2009, the AIP financial goals and actual achievement against these financial goals therefore have excluded approximately $17 million of after-tax non-core restructuring costs (net of savings) and costs associated with the change in CEO. The Committee also excluded the effects associated with a revised reporting methodology regarding non-U.S. research and development credits in order to provide consistency with the manner in which the goals were set.

Financial Goals Primary Objectives

The financial goals were selected for the following reasons:

•

Local currency sales growth helps to encourage both share and market expansion.

•

A margin goal of earnings before interest and taxes helps to ensure that such share or market expansion is profitable and produces a significant level of cash flow.

•

A return on invested capital goal encourages executives to achieve appropriate returns for capital employed.

•

Working capital was added as a financial goal for 2009 AIP as improvement was needed to support better operating cash flows. For this purpose, we define working capital as inventories, trade accounts receivable less trade accounts payable.

The first three financial goals set forth in the table above were assigned a greater weight than the working capital financial goal because the Committee believes that they are the most relevant measures of overall annual Company performance and are key to driving sustained long term growth. The Committee believes that these financial performance criteria, which are derived from the Board-approved goals for our Company, are critical measures of our operating success and are strongly aligned with shareholder interests. For 2009, the specific target levels for each financial objective were based on improvement versus actual 2008 results. Each of the target levels were established in light of the difficult economic environment and its expected impact on our operating results. Achievement of the targets would represent a significant step towards achieving the Company’s previously announced long term strategic financial goals of growing local currency sales by 4% per year, improving operating margins to 18% of sales and growing earnings per share on average by 10+% per year.

Non-Financial Goals Primary Objectives

The non-financial goals, which are less quantitative and more subjective, were designed to influence and reward performance on particular operational matters on which day-to-day efforts directly impact business results and our organization’s longer-term strategic success. These criteria are also key measures for evaluating our annual progress against our long term corporate strategic plan of winning new business with major customers and increasing profits in targeted geographic areas or business categories.

Financial Performance “Governor”

If performance against the financial objectives is under target in the aggregate, performance against non-financial strategic objectives may not exceed the aggregate financial performance achieved. In 2009, performance for the financial objectives, weighted at 70% of the total, paid out at 54.5% whereas the non-financial objectives, weighted at 30% of the total, paid out at 16.4%. Therefore, the “governor” did not apply and the aggregate results generated a total payout of 70.9%.

Minimum Funding

Failure to meet the threshold level of performance overall in the aggregate will generally result in no AIP award for that year; provided, however, that the Committee may, under certain circumstances, exercise discretion and pay out an award.

Individual AIP Award and Discretionary Bonus Determination

The AIP payout for 2009 for the NEOs, based on the actual achievement of financial and non-financial strategic objectives and individual performance factors, is discussed in greater detail under the heading Grants of Plan-Based Awards. The 2009 AIP payout for Mr. Berryman, Ms. Ford and Mr. Meany was 70.9% of their respective individual targets, and the same percentage payout was made to Ms. Cantlon on a pro-rated basis

based on her period of employment during 2009. The 2009 AIP payout for Mr. Vaisman and Mr. Mirzayantz was 100% and 43.6% of their respective targets. Mr. Vaisman’s AIP payout was higher than the 70.9% enterprise payout as a result of the performance of the Flavors Business Unit. Mr. Mirzayantz’s AIP payout was lower than the 70.9% enterprise payout as a result of the Fragrance Business Unit not achieving its performance objectives. Mr. O’Leary’s 2009 payout was 53.2% of his target, which reflects both his performance against individual objectives and the fact that in April 2009 the Committee awarded him a special one-time bonus as described below. In accordance with their separation agreements described below under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements, the payouts to each of Mr. Amen and Mr. Heaslip, whose employment terminated during 2009, were each based on the 70.9% enterprise payout but were pro-rated to reflect the number of days each served as an employee during 2009.

In addition to the AIP payouts described above, the Committee approved certain discretionary bonus amounts. The Committee approved a one-time cash bonus of $100,000 to Mr. Berryman as a sign-on bonus upon his hire. The Committee also approved a discretionary bonus payment of $76,893 to Mr. Mirzayantz in recognition that, in spite of global economic and market conditions and their impact on the Company’s fine fragrance business, certain Fragrance Business Unit categories, such as Functional Fragrances and Beauty Care, performed well across a broad range of geographies, with important new wins in Fabric Care and Personal Wash and strong performance by both Hair Care and Toiletries categories. In addition, in April 2009, the Committee approved a bonus payment of $100,000 to Mr. O’Leary for his service as Interim CFO during 2009.

For the five AIP plan years from 2005 to and including 2009 the actual overall corporate percentage payout under the AIP against the annual performance goals ranged from 0% to 113%, with an average payout of 67.1% of target over the five year period. During this period, our local currency sales grew at a compound annual growth rate of approximately 3%. The global financial crisis that occurred during 2008-2009 negatively impacted many companies’ results, and IFF was no exception. As a result, our return on invested capital (excluding extraordinary or special items such as restructuring charges, pension curtailment loss, employee separation costs material gains on disposition of assets, and certain one-time tax benefits) decreased from 14.9% to 12.1%, while our operating profit (excluding the foregoing extraordinary or special items) decreased from 17% to 15.1% during the 2004-2009 period. Our core working capital improved significantly over the five year period, declining from 36.9% of annualized quarterly sales to 31.1% by the end of 2009.

Long Term Incentive Plan (“LTIP”)

In 2009 we continued to grant LTIP awards to our senior executives, including our NEOs. New award grants cover the 2009-2011 performance period and payouts under the plan made in early 2010 cover the 2007-2009 performance period. Grants and payouts under the plan are awarded under our shareholder-approved 2000 Stock Award and Incentive Plan. The Committee believes that commencing a new 3-year LTIP cycle each year helps (i) to provide a regular opportunity to re-evaluate long term measures, (ii) to align goals with the ongoing strategic planning process; and (iii) to reflect changes in our business priorities and market factors.

2009-2011 LTIP Grant

For the 2009-2011 LTIP performance cycle, each senior executive, including our NEOs, was granted an LTIP award target stated as a percentage of base salary as follows:


Level	LTIP Target as % Salary
Chief Executive Officer	200	%
Executive Vice Presidents & Group Presidents	80	%
Senior Vice Presidents	60	%
Vice President & Controller (former Interim CFO)	50	%

For the 2009-2011 performance cycle, the LTIP performance categories and their respective weightings are:


	Percentage Weighting of Earnings Per Share (EPS) Growth out of the Total LTIP Cycle		Percentage Weighting of Total shareholder return (TSR) relative to the S&P 500* out of the Total LTIP Cycle		Total Weighting of Segment out of the Total LTIP Cycle
2009 Segment (Year 1)	12.5	%	12.5	%	25	%
2010 Segment (Year 2)	12.5	%	12.5	%	25	%
2011 Segment (Year 3)	12.5	%	12.5	%	25	%
Cumulative Segment (2009-2011)	0	%	25	%	25	%
Total LTIP Cycle	37.5	%	62.5	%	100	%

The Committee’s independent compensation consultant measures changes in stock price plus dividends paid (assuming the dividends are reinvested) for the S&P 500 companies over the performance period. The market price for purposes of calculating the TSR of the Company and the S&P 500 on each year-end or cycle-end date was or will be determined based on the average closing price per share of each company’s common stock over the period of 20 consecutive trading days preceding that date, as reported by a reputable reporting service.

The Committee continues to believe that growth in earnings per share is a key indicator for measuring improvement in our long term shareholder value. For 2009, the EPS growth target was established in light of the difficult economic environment and its expected impact on our operating results. EPS growth overall weighting within the 2009-2011 performance cycle is discussed in more detail below. The Committee also believes that TSR as compared to other public companies in which shareholders may choose to invest is a good indicator of our overall long term performance, and directly ties our executives’ compensation opportunity to our share price appreciation and dividend payments relative to a major large-cap index.

The 2009-2011 LTIP performance cycle is administered in four performance segments: Year 1, Year 2, Year 3, and Cumulative as indicated in the table above. For each of the first three annual performance segments, the EPS goal and the TSR goal each carry an equal annual weighting. For the Cumulative segment, the TSR goal carries 100% weight. Due to the unsettled economic environment when the 2009-2011 LTIP objectives were established and the difficulty of setting a 3-year EPS goal in that environment, the Committee decided to eliminate the cumulative 3-year period measurement for EPS, as compared with the prior LTIP cycle. EPS goals for each annual segment are established by the Committee during the first quarter of the applicable year.

Given the difficulty in setting long term goals in the current economic environment, the Committee continues to believe that the segmentation of each three year LTIP cycle provides the Committee the opportunity to review LTIP goals year-to-year in order to align more closely with the Company’s updated strategic planning processes.

For the 2009 segment of the 2009-2011 LTIP cycle, the relative minimum and maximum achievement levels were set as follows:


Criteria	Minimum (25%)	Target (100%)	Maximum (200%)
EPS Growth	90% of fiscal year target	Each fiscal year target	110% fiscal year target
TSR vs S&P 500	35th percentile	55th percentile	75th percentile

Results below minimum for a specific year or cumulatively in the case of TSR result in no awards for that performance component.

For the 2009-2011 cycle, the minimum performance level for TSR was reduced from the 40^th percentile in prior cycles to the 35^th percentile for this cycle. The Committee believes that due to the current volatility in the equity markets, providing a broader performance range may help mitigate the effects of extreme volatility of the Company’s stock.

For the 2009-2011 performance cycle, the Committee determined that 50% of the value of any payouts would be paid in cash and 50% would be paid in full value shares. This is consistent with payout ratios for the 2007-2009 and 2008-2010 LTIP cycles. The Committee believes that paying 50% of the LTIP value in full value shares creates a stronger alignment between executives and shareholders and provides additional incentive for executives to achieve superior Company performance and produce share price appreciation over the three-year cycle. The number of shares of Company stock for the 50% portion that would be paid in stock is determined at the beginning of the cycle, based on $30.60 per share, the closing market price on January 2, 2009, the first stock trading day of the cycle. At the conclusion of each performance segment, the dollar value and number of shares is “banked” based on the performance of that segment. When the three-year cycle is concluded and the LTIP payouts are approved by the Committee, the cumulative dollar value and cumulative number of full value shares are paid to the executive.

The Committee currently anticipates that the same payment structure and financial performance metrics will be utilized under the 2010-2012 LTIP.

Earned Awards under 2009-2011 LTIP and 2008-2010 LTIP

For the 2009 segment of the 2008-2010 LTIP cycle, the EPS of $2.67 was below threshold and resulted in no award being earned under the EPS criterion. For the 2009 segment of the 2009-2011 LTIP cycle, the EPS of $2.67 was at 135% of target. Our TSR was positioned at the 60th percentile versus the S&P 500 which represents 125% of target. As a result, the LTIP award earned and “banked” for the 2009 segment of the 2008-2010 LTIP cycle was equal to 62.5% of target whereas the LTIP award earned and “banked” for the 2009 segment of the 2009-2011 LTIP cycle was equal to 130% of target.

2007-2009 LTIP Payouts

Performance and related payout of awards relative to target under the 2007-2009 LTIP cycle were determined based on the following minimum and maximum achievement levels for the cycle, which levels were established at the beginning of the cycle, and were calculated on a straight-line basis:


Criteria	Minimum (25%)	Target (100%)	Maximum (200%)
EPS Growth	70% of fiscal year target	Each fiscal year target	130% fiscal year target
TSR vs S&P 500	40th percentile	55th percentile	75th percentile

The overall payout for the 2007-2009 LTIP performance cycle of 90.6% was based on the following EPS and TSR results against objectives, as determined by the Committee in February 2010. For each segment in the LTIP cycle, EPS and TSR are weighted equally.


Segment	Segment Weighted EPS Result		Segment Weighted TSR Result		Combined Segment Weighted Result		Segment Weighting		Overall Result
2007	100.0	%	30.0	%	130.0	%	25.0	%	32.5	%
2008	100.0	%	42.5	%	142.5	%	25.0	%	35.6	%
2009	0.0	%	62.5	%	62.5	%	25.0	%	15.6	%
Cumulative	0.0	%	27.5	%	27.5	%	25.0	%	6.9	%

Total									90.6	%

The LTIP payout for the 2007-2009 cycle for the NEO group, based on the actual achievement of quantitative objectives, is discussed in greater detail following the Grants of Plan-Based Awards Table. The payout for the 2007-2009 LTIP cycle was 90.6% as described above. In establishing LTIP EPS growth objectives and in determining actual achievement against that objective, the Committee eliminates the impact of certain

discrete non-core costs (net of related benefits realized during the period), on a consistent basis and for the same reason as discussed above under “Overall Company AIP Performance”. During the 2007-2009 LTIP cycle, adjusted EPS (excluding extraordinary or special items such as restructuring charges, pension curtailment loss, employee separation costs, material gains on disposition of assets and certain one-time tax benefits) grew 16%.

For the LTIP cycles that concluded in 2005 through and including 2009, the actual overall corporate percentage payout under the LTIP against those long term cycle performance goals ranged from 45.5% to 115.3%, with an average payout of 92.5% over the five LTIP cycles.

Equity Choice Program and Other Equity Awards

In 2009, we continued the ECP for our senior executives under our 2000 Stock Award and Incentive Plan. Under the ECP, participants, including all of our NEOs, may choose from three types of equity award grants—purchased restricted stock (“PRS”), stock settled appreciation rights (“SSARs”), and restricted stock units (“RSUs”)—defined as follows:

•

PRS - PRS are restricted shares of the Company’s stock which an ECP participant may purchase at a 50% discount off the closing market price on the grant date. PRS shares vest and become unrestricted generally on the third anniversary of the grant date (although, as discussed below, PRS shares granted in 2009 vest sooner). During the restricted period, a PRS holder has the same rights as an ordinary shareholder including the right to vote and non-preferential dividend rights. An ECP participant who chooses PRS is required to fund the purchase of PRS from his or her own financial resources, thereby putting the executive’s personal finances at risk.

•

SSARs - SSARs are essentially a contractual right to receive the value, in shares of Company stock, of the appreciation in the Company’s stock price from the SSAR grant date to the date the SSAR is exercised by the participant. SSARs provide upside potential and alignment with shareholders because SSARs have no value if the stock price remains the same or decreases after the grant date. SSARs generally vest and become exercisable on the third anniversary (although, as discussed below, SSARs granted in 2009 vest sooner), and expire on the seventh anniversary, of the grant date. SSARs do not require a financial investment by the SSAR grantee.

•

RSUs - RSUs are the Company’s promise to issue unrestricted shares of the Company’s stock on the vesting date. RSUs granted under the ECP generally vest on the third anniversary of the grant date (although, as discussed below, RSUs granted in 2009 vest sooner). RSUs continue to have value even when the stock price remains the same or declines and do not require a financial investment by the RSU grantee.

The Committee believes that by offering executives a choice as to the form of their equity awards, the ECP will better address their individual needs regarding financial planning, stage of career and risk profile. In addition, the Committee believes that the approximately three-year vesting period for the various forms of equity is consistent with a goal of executive retention and is an attractive tool for recruiting, motivating and retaining executive talent and encourages alignment with shareholders by reinforcing real investment and ownership by our executives.

Under the ECP, each participant may choose among the three types of equity up to the participant’s total award value. The specific award value granted is determined by the Committee considering factors such as individual performance and overall contribution to the enterprise, future potential of the executive, need for retention and relevant market long term and total compensation levels.

An ECP participant may elect to receive his or her total dollar award in increments of 10% across the three forms of equity with a maximum allocation to RSUs of 50% of such total award value. A participant’s dollar award value is converted into PRS, SSARs and/or RSUs on the grant date based on the participant’s election, with the three forms of awards being “risk-adjusted” upwards or downwards to reflect the varying degree of risk

to the participant with each form, as described above. PRS shares, which are considered the most risky, carry a 120% weight, SSARs, which are considered medium risk, carry a 100% weight and RSUs, which are considered the least risky, carry a 60% weight. The Committee approved these risk adjustments at the program’s inception with input from its independent compensation consultant and did not change them in 2009. As an example of how the risk adjustment works, if an ECP participant’s total dollar-denominated award value is $100,000 and he or she elects 100% of the award in PRS, then the total award value used to determine the number of PRS shares to be granted on the grant date is $120,000 ($100,000 x 120% PRS adjustment factor). ECP participants must make their elections prior to the grant date, and once an election is made it may not be changed.

The following table shows the ECP dollar award value allocated to each NEO during 2009 as well as the percentage and risk-adjusted dollar value of each type of equity elected by each NEO:


NEO Position	Name	Total ECP Dollar Award Value		PRS ($ amount reflects 120% “risk adjustment”)			SSARs ($ amount reflects 100% “risk adjustment”)			RSUs ($ amount reflects 60% “risk adjustment”)
				%	$		%	$		%	$
Executive Vice President	Kevin C. Berryman	$	400,000	20%	$	96,000	80%	$	320,000	0%	$	0
and Chief Financial Officer
Group President,	Nicolas Mirzayantz	$	600,000	70%	$	504,000	30%	$	180,000	0%	$	0
Fragrances
Group President, Flavors	Hernan Vaisman	$	600,000	60%	$	432,000	0%	$	0	40%	$	144,000
Executive Vice President,	Beth E. Ford	$	450,000	40%	$	216,000	60%	$	270,000	0%	$	0
Head of Supply Chain
Senior Vice President	Dennis M. Meany	$	400,000	100%	$	480,000	0%	$	0	0%	$	0
General Counsel and Secretary
Senior Vice President,	Angelica T. Cantlon	$	150,000	100%	$	180,000	0%	$	0	0%	$	0
Human Resources
Vice President and	Richard A. O’Leary	$	200,000	20%	$	48,000	80%	$	160,000	0%	$	0
Controller
Former Senior Vice	Steven J. Heaslip	$	300,000	0%	$	0	100%	$	300,000	0%	$	0
President, Human Resources

All of the above grants were within the ECP dollar value range for each participant’s compensation grade level, as previously approved by the Committee. We did not make an ECP grant in 2009 to our Former CEO.

The Committee decided for the first time in 2009 to allow ECP participants who choose to acquire PRS shares to fund their purchases either by paying cash or by tendering previously owned unrestricted shares of the Company’s Common Stock. In the past, participants could acquire PRS shares only by paying cash. In deciding to allow participants to pay for PRS shares by tendering shares of Company stock, the Committee took note of the fact that certain ECP participants elected to purchase PRS shares in each of 2006, 2007 and 2008, since the ECP was implemented, and in each case paid cash for such purchases, thus requiring a large total cash outlay by the participant. The Committee wanted to encourage continued purchases of PRS shares by ECP participants. However, the Committee recognized that certain ECP participants might not have been able to pay more cash in 2009 to invest in additional PRS shares or they would have needed to sell Company shares they already owned to fund their additional PRS purchases. Therefore, the Committee decided to allow the purchase price for PRS shares to be paid by tendering fully owned shares of the Company’s stock.

In addition to their ECP awards, the Committee also awarded Mr. Berryman 16,404 RSUs as a sign-on grant and Mr. O’Leary 5,000 RSUs as compensation for his service as Interim CFO. The grant to Mr. Berryman vests 20% per year for five years and the grant to Mr. O’Leary fully vests on the third anniversary of the grant date.

The equity award grants to each NEO are identified in the Grants of Plan-Based Awards Table.

Equity Grant Practices

The Committee, at its regularly scheduled meeting on March 9, 2009, approved the 2009 ECP values allocated to each executive (other than Mr. Berryman and Ms. Cantlon) and the grants to be made on May 27, 2009. On April 14, 2009, the Committee approved Mr. Berryman’s ECP value. On July 27, 2009, the Committee approved Ms. Cantlon’s ECP value and also approved the grants to be made to Mr. Berryman and to her on August 27, 2009. For senior executive new hire awards, the Committee approves the ECP grant value generally upon their hire with the grant approved to take place after the newly hired executive begins employment with us. The period of time between approval of ECP values and the actual grant date is used to allow ECP participants time to make their irrevocable ECP elections and to arrange finances for the purchase of PRS.

Since the inception of the ECP program in 2006, the Committee approves ECP values at its regularly scheduled meeting in March and at the same time approved ECP grants to be made on the date of the Company’s Annual Meeting of Shareholders. However, the Committee noted that ECP grants made to our NEOs in 2006, other than the grant made to our Former CEO, would vest in May 2009, on the third anniversary of the grant date. Therefore, in order to allow ECP participants to use previously owned Company shares to purchase PRS shares, the Committee decided to make the ECP grants to then serving executives on May 27, 2009, rather than the date of the 2009 Annual Meeting of Shareholders. In addition, in order to enable participants to use vested PRS shares to acquire new PRS shares in 2012, the Committee determined to have all ECP grants made in 2009, including the PRS and other ECP grants made to new executives, vest on March 27, 2012, which is less than three years from the grant date. The Committee expects to continue this grant process in 2010 and in the future.

Stock Ownership and Share Retention Policy

We encourage our executives to own Company stock so that they share the same long term investment risk as our shareholders. Under our Share Retention Policy, executives must retain a portion of any shares of stock acquired under our equity award plans. The percentage of “net gain shares” required to be retained varies from 25%, for designated senior executives, to 50% for our CEO and our other NEOs. “Net gain shares” are the shares remaining from a stock option or SSAR exercise after payment of the exercise price and taxes, or the shares remaining after payment of taxes on the vesting of PRS or RSUs. Any Company shares sold or traded by an executive to fund PRS purchases under the ECP are not subject to the share retention requirement.

Once an executive reaches a targeted ownership level of our common stock, he or she is exempt from further share retention requirements so long as he or she maintains that targeted ownership level. The targeted ownership levels are the lesser of five times base salary or 120,000 shares for the CEO, the lesser of three times base salary or 35,000 shares for our Business Unit Presidents and Executive Vice Presidents and the lesser of two times base salary or 20,000 shares for our Senior Vice Presidents and Controller. The dollar value of shares held is calculated based on the Company’s stock price and the value of cash or shares used to acquire PRS.

In 2009, our Committee amended our Share Retention Policy (a) to reduce the targeted ownership level for our Business Unit Presidents and Executive Vice Presidents and certain other senior executives and (b) to identify a minimum fixed number of shares for each position and to allow each executive the option of owning the lesser number of shares based on a salary multiple or the minimum fixed number of shares applicable to his or her position. The Committee also eliminated a provision in our Share Retention Policy which previously

allowed executives who are at least 60 years old to reduce their shareholdings by 20% per year until their retirement and a provision which stated that if an executive did not satisfy the share retention requirements, he or she may not be granted additional equity awards. The changes approved by our Committee were based on the input of its independent compensation consultant and were more consistent with the consultant’s review of market practices. They were also designed to provide executives more flexibility in personal financial planning, yet continue to maintain ongoing and substantial investment in Company stock.

At year end 2009, all NEOs were subject to continued share retention requirements, other than Mr. Mirzayantz and Mr. Meany, who had satisfied the targeted ownership level. Additional detail regarding ownership of our common stock by our executives is included in the Beneficial Ownership Table.

Defined Benefit Pension Plan and Supplemental Retirement Plan (“SRP”)

Certain senior executives, including Mr. Meany, a NEO, were grandfathered under our defined benefit pension plan, which, as of January 1, 2006, was closed to new employees and which, as of December 31, 2007, was frozen for all participants who did not meet a combined age and years of service total of 70. Those employees who were not grandfathered under the plan, including all of our other NEOs, became eligible to participate in an enhanced 401(k) plan.

The retirement benefits under our tax-qualified defined benefit pension plan for participants, including Mr. Meany, may be limited under IRS rules covering tax-qualified retirement plans. We have a non-qualified SRP to pay that part of an executive’s retirement benefit that, because of the IRS limitations, cannot be paid under the tax-qualified pension plan. Benefits are calculated under the SRP in the same manner as the tax-qualified pension plan. The Committee believes that the full retirement benefit earned by an executive under our retirement benefit formula should be paid without reduction and that a supplemental plan is common in the industry and important to retain our senior executives.

We do not have a policy regarding the crediting of additional years of service under our SRP. However, as described under the heading Termination of Employment and Change in Control Arrangements, additional years of service may be credited to a participant in connection with certain terminations within two years following a change in control. Our rationale for granting this additional credit is consistent with our rationale for other enhanced severance benefits offered in connection with a change in control as described under the heading Executive Separation Policy (“ESP”) below. In addition, on a case-by-case negotiated basis, from time to time, executives may be credited with additional years of service. One NEO, Mr. Heaslip, our former Senior Vice President, Human Resources, was credited with five additional years of service as negotiated by him when he first became employed by the Company in 2001.

Deferred Compensation Plan (“DCP”)

We offer to U.S.-based executives an opportunity to participate in DCP, as a cost-effective benefit that enhances the competitiveness of our compensation program. The DCP provides participants with a way to delay receipt of income and thus income taxation until a future date. When deferred, the amount of compensation is not reduced by income taxes, and the executive can choose to have this “pre-tax” amount deemed invested in one or more notional investments that generally track investment funds offered under our 401(k) savings plan. Although the executive will eventually owe income taxes on any amounts distributed from the DCP, the ability to invest on a “pre-tax” basis allows for a higher ultimate after-tax return. By providing a wealth-building opportunity through the DCP, we are better able to attract and retain executives to the Company.

Through the DCP, we also provide the same level of matching contributions to executives that would be made under our 401(k) savings plan but for limitations under U.S. tax law. We also use the DCP to encourage executives to acquire deferred IFF stock that is economically equivalent to ownership of our stock but is on a tax-deferred basis. If an executive elects to defer receipt of cash compensation and invests it in credits of deferred Company stock under the DCP, we credit an additional 25% of the amount deferred in the executive’s deferred

Company stock account contingent on the executive remaining employed by the Company (other than retirement) for the full calendar year following the year when such credit is made. We do this to encourage executives to be long term owners of a significant equity stake in IFF, to foster an entrepreneurial culture, a close alignment between the interests of executives and those of shareholders and a deeper commitment to IFF.

IFF’s costs in offering the DCP consist of the time-value of money costs, the cost of the matching contribution that supplement the 401(k) savings plan, the 25% premium for cash deferrals into deferred Company stock and administrative costs. The time-value of money cost results from the delay in the time at which we can take tax deductions for compensation payable to a participating executive. If notional investments within the DCP increase in value, the amount of our payment obligation will increase. This treatment limits our costs to the time-value of money cost resulting from our paying income tax on the returns of our direct investments earlier than the time at which we are able to claim tax deductions by paying out the deferred compensation. Our supplemental matching contributions and premiums on cash deferrals into deferred stock for NEOs are reflected in the Summary Compensation Table and in the All Other Compensation Table.

Perquisite Program

The perquisites program offers non-monetary benefits that are competitive and consistent with the marketplace as determined through a market study conducted by our independent compensation consultant in 2008. Under the perquisites program, executives are eligible to receive certain benefits including:

•

Company car or car allowance: The CEO and the other NEOs are eligible to obtain a Company-provided automobile once every 3 years. Other senior executives are eligible to be provided a Company leased car (chosen from a selected list) or a car allowance;

•

Annual physical exam (once every 12 months);

•

Financial planning (up to approximately $10,000 per year);

•

Tax preparation and estate planning (up to $4,000 over a 3 year period); and

•

Health club membership (up to $3,000 annually).

As part of his employment agreement our Former CEO was entitled to receive a $25,000 annual allowance for financial planning, tax preparation and estate planning services, rather than the above limits. The Company also paid our Former CEO’s dues for a luncheon club in Manhattan, provided him with membership in a country club which was used by him for business purposes, and provided a car and driver for him in recognition of his varied business commitments and for business efficiency reasons.

The personal value of all perquisites (other than the annual physical examination) is reported as income to the individual and accordingly is subjected to tax. The Committee believes that the total value of our perquisites program is reasonable. Additional details concerning perquisites are included in the footnotes to the All Other Compensation Table.

Executive Separation Policy (“ESP”)

We provide severance and other benefits under our ESP to senior executives whose employment is terminated not for cause and not due to a voluntary termination. This policy helps us in competing with other companies in recruiting and retaining qualified executives. When recruiting an executive from another company, the executive in most cases will seek contract terms that provide compensation if his or her employment is terminated by us in cases in which the executive has not engaged in misconduct. The level of separation pay under the ESP is based on a tier system and each executive’s assigned tier is based on the executive’s grade level. All our NEOs other than Mr. O’Leary, our Vice President and Controller and former Interim CFO, are in Tier I. Mr. O’Leary is in Tier II. The specific separation pay by tier was determined by the Committee and developed with the assistance of its independent compensation consultant. We believe that the ESP provides a level of separation pay and benefits that is within a range of competitive practice of our peer group companies.

We provide separation pay and benefits under the ESP on the condition that, for specified periods following termination, the departed executive not compete with us, solicit our customers and employees, or take other actions that harm our business. In addition, having pre-set terms governing the executive’s separation from service tends to reduce the time and effort needed to negotiate individual termination agreements, and promotes more uniform and fair treatment of executives.

In line with what the Committee (with the assistance of its independent compensation consultant) understands is competitive practice, we provide a higher level of severance payments and benefits if the executive were to be terminated without cause or elects to terminate employment with good reason within two years after a change in control. These protections provide a number of important benefits. If a change in control event is developing, executives who lack these assurances may act to protect their own interests by seeking employment elsewhere. Change in control transactions take time to unfold, and a stable management team will help to preserve our operations and shareholder value either by preserving the sale value of IFF or, if no transaction is consummated, by ensuring that our business will continue without undue disruption. In addition, having change in control protections in place encourages management to consider, on an on-going basis, whether a strategic transaction could be advantageous to our shareholders—even a transaction that would yield control of IFF to a third party and result in job loss to the executive. We provide for acceleration of vesting of equity awards for ESP participants upon the occurrence of a change in control, without regard to whether the executive will be terminated. In this way, executives can realize value from their equity awards in the same way and at the same time as shareholders in connection with the change in control transaction, and thus these terms encourage executives to consider and support transactions that could benefit shareholders.

Some aspects of change in control protections can be expensive, particularly payments that offset the adverse tax consequences to the executive if the U.S. golden parachute excise tax is triggered. The Committee intends that the total cost of change in control compensation to the executive group, including the NEOs and additional executives covered by the ESP, would not exceed levels that are typical in acquisitions of large publicly-held companies and believes that such potential incremental amounts represent a reasonable cost to bear for the benefits to IFF and its shareholders resulting from having change in control protective provisions in place for executives.

In 2007, the Committee, on a prospective basis reduced the level of severance under the ESP in situations of termination not for cause and not involving a change in control. For Tier I eligible executives hired after October 22, 2007, severance was reduced from 24 to 18 months. For Tier II eligible executives hired after October 22, 2007, severance was reduced from 18 to 12 months. Of our NEOs, Mr. Berryman, Ms. Ford, and Ms. Cantlon, who each commenced employment after October 22, 2007, were impacted by these changes. An executive receiving benefits under the ESP must generally continue to be employed at the time of payment of an LTIP award or vesting of an equity award, except that an executive who is terminated during a three-year LTIP cycle may receive a pro rata payout for service during each segment in that cycle or who has outstanding unvested equity award(s) may be entitled to continued vesting of a pro rata portion of those award(s).

In the event relevant performance measures on which incentive payments are based are subsequently restated or otherwise adjusted in a manner that would reduce the size of a payment, the Committee would expect to seek recovery of or reduction in these incentive payments, but only if the Committee determines it appropriate under the particular circumstances, including misconduct, failure to exercise oversight, or other appropriate circumstances as may occur.

Additional details regarding our ESP are included under the heading Termination of Employment and Change in Control Arrangements. Additional details regarding the separation agreements we executed with Mr. Amen and Mr. Heaslip, which are consistent in all material respects with the Company’s Executive Separation Policy, and in Mr. Amen’s case his negotiated employment agreement, are included under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements.

Mr. Tough’s negotiated letter agreement provides him with a Tier I severance payment of 24 months versus the 18 months referenced above. This change was made as part of the negotiations to induce Mr. Tough to join the Company as its chief executive. These rights are described further under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements.

Executive Death Benefit Plan

The Company’s Executive Death Benefit Plan provides participants, including each of the NEOs, with a pre-retirement death benefit equal to the excess of twice the participant’s annual base salary (excluding bonus and other forms of compensation) above the death benefit provided by the Company’s basic group term life insurance plan for employees and retirees, less $50,000 of group coverage. The plan also provides a death benefit post-retirement, or pre-retirement after attainment of age 70, equal to twice the participant’s base salary (excluding bonus and other forms of compensation) for the year in which the participant retires or reaches the age of 70, assuming the participant was an executive officer, less $12,500 of group coverage for retired participants and less $50,000 for senior participants (those who have attained the age of 70 and remain employed with the Company).

Tax Deductibility

The Committee generally attempts to structure executive compensation to be tax deductible. However, the Committee also believes that under some circumstances, such as to attract or to retain key executives, to recognize outstanding performance or to take into account the external business environment, it may be important to compensate one or more key executives above tax deductible limits.

In 2009, all NEO compensation was tax deductible.

2010 Compensation Actions

In July 2009, with the assistance of its independent compensation consultant, the Committee reviewed the peer groups to be used for 2010 compensation decisions. The general selection, approach and criteria described above under Benchmarking will not change for 2010. However, based on its consultant’s recommendation, the Committee decided to delete six companies from the consumer product peer group and replace them with five new consumer product companies not previously included in that peer group; the Committee believes these new companies better meet the selection criteria described above. There were no changes made to the specialty chemical and flavoring companies peer group.

Compensation of our Current CEO

In conjunction with the change in management approved by our Board of Directors described above, upon recommendation of the Committee with the assistance of its independent compensation consultant, the Board approved the compensation package for our Current CEO, who entered into a letter agreement with us on September 14, 2009 and who assumed the position of non-executive Chairman on October 1, 2009 and the position of CEO on March 1, 2010.

The following outlines the key components of Mr. Tough’s compensation package:

•

Base salary of $1,200,000;

•

AIP target set at 120% of base salary ($1,440,000);

•

LTIP target set at 167% of base salary ($2,000,000);

•

ECP award for 2010 based on the range set by the Committee for our CEO;

•

A new hire ECP award of $750,000 granted upon assuming the role of CEO; and

•

A special bonus of $500,000 payable on July 1, 2010 to offset equity awards that were forfeited upon resigning his position at his former employer.

In addition, Mr. Tough receives generally the same benefits and perquisites as described above for our other NEOs.

Mr. Tough is covered under the Executive Separation Policy described above, except that, in certain circumstances he would be entitled to 24 months severance, in lieu of 18 months as would have been applicable to employees hired after October 22, 2007. In addition, he would not be entitled to a tax gross-up for severance upon a termination for change in control. Please see the discussion under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements for more information.

With the exception of setting Mr. Tough’s salary at $1,200,000 which was negotiated at the time of his hire, Mr. Tough’s 2010 compensation elements and levels are set at approximately the same level as our Former CEO. The Committee considered both the initial ECP grant and the cash payment to offset forfeited equity at his former employer to be reasonable inducements to retain Mr. Tough’s services as our Chairman and Chief Executive Officer.

For 2010, at target AIP and LTIP achievement levels, the components of total direct pay for our Current CEO are as follows:

LOGO

The proportionately greater “variable” portion of compensation targeted for our Current CEO reflects his role and responsibility as our senior executive most accountable to our Board of Directors and shareholders for entity-wide performance.

For 2010, the proportion of long term incentive compensation opportunity provided in the form of equity versus cash for our Current CEO is as follows:

LOGO

Directors’ Compensation

Our Committee reviewed the compensation of our non-employee directors in 2009 but did not recommend any changes. The current directors’ compensation program is described under the heading Directors’ Compensation.

2010 Compensation

We expect that the compensation programs for our senior executives will generally remain the same as described above in 2010. However, in early 2010, the Committee approved a one-year supplemental performance metric for the Company’s 2008-2010 LTIP cycle. The new supplemental metric relates to improvement in operating profit margin measured over the fiscal 2010 period as compared to 2009. The Committee established this supplemental metric to provide increased focus on the significance of driving improvement in operating profit margin, which continues to be an important factor in increasing long term shareholder value. The Committee decided to add this one-year supplemental financial target as a means of providing further targeted incentive for our senior management team to continue to deliver improved financial results under this metric, particularly in light of the global economic uncertainty which began in late 2008 and has continued through the current period.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on those reviews and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2009.


		Compensation Committee

		J. Michael Cook (Chairman)

		Marcello Bottoli
		Alexandra A. Herzan
		Burton M. Tansky

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was at any time during 2009 or at any other time an officer or employee of the Company. No executive officer of the Company serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Summary Compensation Table

The following Summary Compensation Table details compensation of the Company’s named executive officers during 2009 and, where applicable, 2008 and 2007.

2009 SUMMARY COMPENSATION TABLE


Name and Principal Position (a)	Year (b)	Salary ($) (c)(1)(2)	Bonus ($) (d)		Stock Awards ($) (e)(3)(4)	Option Awards ($) (f)(3)(5)	Non-Equity Incentive Plan Compensation ($) (g)(6)(7)(8)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)(9)	All Other Compensation ($) (i)(10)	Total ($) (j)
Kevin C. Berryman Member, Temporary Office of the Chief Executive Officer (from October 1, 2009 until February 28, 2010) and Executive Vice President and Chief Financial Officer (since May 15, 2009)(11)	2009	314,423	100,000	(12)	947,584	279,275	415,683	0	182,795	2,239,760

Nicolas Mirzayantz Member, Temporary Office of the Chief Executive Officer (from October 1, 2009 until February 28, 2010) and Group President, Fragrances(11)	2009 2008 2007	475,000 475,000 440,000	76,893 0 0	(13)	693,987 589,581 671,988	165,118 110,144 0	245,030 253,073 530,820	22,246 49,489 121,672	96,846 99,539 63,329	1,775,120 1,576,826 1,827,809

Hernan Vaisman Member, Temporary Office of the Chief Executive Officer (from October 1, 2009 until February 28, 2010) and Group President, Flavors(11)	2009 2008	450,000 450,000	0 0		742,045 314,987	0 317,740	473,625 434,397	0 0	89,213 72,222	1,754,883 1,589,346

Beth E. Ford Executive Vice President, Head of Supply Chain	2009	500,000	0		415,997	247,677	416,829	0	77,362	1,657,864

Dennis M. Meany Senior Vice President, General Counsel and Secretary	2009 2008 2007	414,000 410,500 400,000	0 0 0		604,199 509,243 509,981	0 0 0	262,887 324,716 540,840	113,943 291,110 216,314	105,297 97,473 79,895	1,500,326 1,633,042 1,747,030

Angelica T. Cantlon Senior Vice President, Human Resources (since August 10, 2009)	2009	124,182	0		313,864	0	78,870	0	5,283	522,199


Name and Principal Position (a)	Year (b)	Salary ($) (c)(1)(2)	Bonus ($) (d)		Stock Awards ($) (e)(3)(4)	Option Awards ($) (f)(3)(5)	Non-Equity Incentive Plan Compensation ($) (g)(6)(7)(8)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)(9)	All Other Compensation ($) (i)(10)	Total ($) (j)
Richard A. O’Leary Interim Chief Financial Officer (from July 31, 2008 until May 14, 2009) and Vice President and Controller (since June 1, 2009)	2009 2008	275,000 275,000	100,000 30,250	(14)	262,491 209,678	146,769 37,655	115,421 122,112	0 0	32,600 23,374	932,281 698,068

Robert M. Amen Chairman and Chief Executive Officer (until September 30, 2009)	2009 2008 2007	750,000 1,000,000 1,000,000	0 0 0		1,000,000 1,000,000 2,979,990	0 1,506,321 0	1,179,247 2,345,500 2,792,068	0 0 0	5,159,410 409,024 270,295	8,088,657 6,260,845 7,042,353

Steven J. Heaslip Senior Vice President, Human Resources (until June 30, 2009)	2009	187,500	0		112,500	275,196	121,539	38,796	1,497,997	2,233,528

(1)	The amounts in this column related to 2009 include the following amounts deferred under the DCP: Mr. Berryman: $27,083; Mr. Mirzayantz: $0; Mr. Vaisman: $36,000; Ms. Ford: $40,000; Mr. Meany: $82,800; Ms. Cantlon: $0; Mr. O’Leary: $0; Mr. Amen: $90,000; Mr. Heaslip: $28,125.

(2)

The amounts in this column related to 2009 include the following amounts deferred under the Retirement Investment Fund Plan (401(k)): Mr. Berryman: $5,500; Mr. Mirzayantz: $14,700; Mr. Vaisman: $19,720; Ms. Ford: $16,500; Mr. Meany: $14,907; Ms. Cantlon: $0; Mr. O’Leary: $16,500; Mr. Amen: $22,000; Mr. Heaslip: $11,320.

(3)

The amounts in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of equity awards granted during the fiscal year ended December 31, 2009, calculated in accordance with FASB ASC Topic 718. Amounts in these columns reported for 2008 and 2007 have also been restated to reflect the aggregate grant date fair value of equity awards granted during those years. Details on and assumptions used in calculating the grant date fair value of RSUs, PRS, SSARs, options and LTIP equity incentive compensation may be found in Note 11 to the Company’s audited financial statements for the fiscal year ended December 31, 2009 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 25, 2010.

The grant date fair value attributable to the 2009-2011 LTIP cycle awards reported in column (e) pertains to the 50% portion of those awards that will be payable in IFF stock if the performance conditions are satisfied and is based on the probable outcome of such conditions. The value of these awards at the grant date if the maximum level of performance conditions were to be achieved is as follows: Mr. Berryman, $400,000; Mr. Mirzayantz, $380,000; Mr. Vaisman, $360,000; Ms. Ford, $400,000; Mr. Meany, $248,400; Ms. Cantlon, $152,250; Mr. O’Leary, $137,500; Mr. Amen, $2,000,000; Mr. Heaslip, $225,000. The actual number of shares earned by the NEOs for the completed 2007-2009 LTIP cycle, for the 2009 segment of the 2008-2010 LTIP cycle, and for the 2009 segment of the 2009-2011 LTIP cycle can be found in the narrative following the Grants of Plan Based Awards Table under the heading Long-Term Incentive Plan (LTIP).

(4)

The following named executive officers paid the following amounts for shares of PRS in fiscal year 2009, which in each case was 50% of the closing stock price on the date of grant: Mr. Berryman: $95,982 for 5,322 shares; Mr. Mirzayantz: $503,987 for 33,070 shares; Mr. Vaisman: $431,993 for 28,346 shares; Ms. Ford: $215,997 for 14,173 shares; Mr. Meany: $479,999 for 31,496 shares; Ms. Cantlon: $179,989 for 9,980 shares; Mr. O’Leary: $47,991 for 3,149 shares. As discussed in the Compensation Discussion and Analysis, participants in our Equity Choice Program are permitted to satisfy the purchase price of PRS

shares by tendering shares of IFF stock. Mr. Mirzayantz, Mr. Vaisman, Mr. Meany, and Mr. O’Leary tendered shares in full or partial satisfaction of the purchase price for PRS shares granted to them in fiscal 2009. During 2009, Mr. Amen forfeited 15,219 PRS and Mr. Heaslip forfeited 1,222 RSUs and 4,188 PRS in each case in connection with his separation from employment with the Company. None of our other named executive officers forfeited any shares of PRS or RSUs during 2009.

(5)

During 2009, 5,000 options held by Mr. Mirzayantz expired unexercised. In connection with their separation from employment with the Company, Mr. Amen forfeited 80,702 SSARs and Mr. Heaslip forfeited 51,359 SSARs, respectively. No other options or SSARs held by our other named executive officers expired or were forfeited during 2009.

(6)

The amounts in this column related to 2009 include the following amounts earned under the 2009 AIP: Mr. Berryman: $283,600; Mr. Mirzayantz: $123,892; Mr. Vaisman: $360,000; Ms. Ford: $283,600; Mr. Meany: $176,116; Ms. Cantlon: $52,866; Mr. O’Leary: $73,116; Mr. Amen: $638,100; Mr. Heaslip: $79,763. The AIP amount for each of Ms. Cantlon, Mr. Amen and Mr. Heaslip was pro-rated based on the number of days served as an employee in 2009. Mr. Berryman was deemed to have been an employee for all of 2009 per the terms of his hiring arrangement.

(7)

LTIP cycles that commenced in or after 2007 are comprised of four performance segments related to each year in the LTIP cycle and the cumulative results for the full three-year cycle. Any amounts earned under a performance segment are credited on behalf of the executive at the end of the relevant segment, but such credited amounts are not paid until the completion of the three-year LTIP cycle. Upon completion, one-half of any award earned for a completed LTIP cycle is paid in cash and the remaining half is paid in shares of our common stock. The cash portion of the NEOs’ credited awards is reported in this column for the year in which such amount was earned, rather than in the year in which such award is actually paid

The amounts in this column related to 2009 include the following amounts earned for the 2009 and cumulative segments under the 2007-2009 LTIP cycle: Mr. Berryman: $35,833; Mr. Mirzayantz: $29,700; Mr. Vaisman: $27,000; Ms. Ford: $36,979; Mr. Meany: $27,000; Ms. Cantlon: $7,055; Mr. O’Leary: $9,219; Mr. Amen: $180,209; Mr. Heaslip: $14,706. The foregoing LTIP amounts for each of Mr. Berryman, Ms. Ford, Ms. Cantlon, Mr. Amen and Mr. Heaslip were pro-rated based on the number of days served as an employee during each segment within the LTIP cycle, except that Mr. Berryman was deemed to have been an employee for the entire 2009 segment.

(8)

The amounts in this column related to 2009 include the following cash amounts credited on behalf of the executive: (i) under the 2008-2010 LTIP cycle based on the executive’s target cash amount for the 2009 segment of that LTIP cycle and based on the Company’s achievement of the corporate performance goals for that segment: Mr. Berryman: $31,250; Mr. Mirzayantz: $29,688; Mr. Vaisman: $28,125; Ms. Ford: $31,250; Mr. Meany: $19,406; Ms. Cantlon: $6,152; Mr. O’Leary: $10,742; Mr. Amen: $117,188; Mr. Heaslip: $8,789; and (ii) under the 2009-2011 LTIP cycle based on the executive’s target cash amount for the 2009 segment of that LTIP cycle and based on the Company’s achievement of the corporate performance goals for that segment: Mr. Berryman: $65,000; Mr. Mirzayantz: $61,750; Mr. Vaisman: $58,500; Ms. Ford: $65,000; Mr. Meany: $40,365; Ms. Cantlon: $12,797; Mr. O’Leary: $22,344; Mr. Amen: $243,750; Mr. Heaslip: $18,281.

The credited amounts for Ms. Cantlon, Mr. Amen and Mr. Heaslip for the 2009 segment of the 2008-2010 and 2009-2011 LTIP cycles were pro-rated based on the number of days served as an employee during the 2009 segment, and Mr. Berryman was deemed to have been an employee for the entire 2009 segment of those LTIP cycles.

(9)

The amounts in this column represent the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under our U.S. Pension Plan (our qualified defined benefit plan) and our Supplemental Retirement Plan (our non-qualified defined benefit plan). Earnings in the interest bearing account in the DCP were not above-market, and earnings in other investment choices under the DCP were not preferential, and are thus not included.

(10)	Details of the amounts set forth in this column related to 2009 are included in the All Other Compensation Table.

(11)

As discussed in the Compensation Discussion & Analysis above, Messrs. Berryman, Mirzayantz and Vaisman served as members of the temporary Office of the CEO during the transition period following Mr. Amen’s resignation and prior to Mr. Tough’s commencement of service as our CEO. While serving in this temporary office, these NEOs continued to also serve in their preexisting roles with IFF, and their 2009 compensation was not adjusted to reflected their temporary additional responsibilities.

(12)	This amount represents a sign-on bonus paid to Mr. Berryman thirty days after his hire date.

(13)

This amount represents a discretionary bonus payment to Mr. Mirzayantz in recognition of the performance of certain Fragrance Business Unit categories in 2009 despite global economic conditions and their impact on the Company’s fine fragrance business. This payment is discussed in further detail in the Compensation Discussion and Analysis.

(14)	This amount represents a one-time cash bonus paid to Mr. O’Leary in recognition of his service as our Interim Chief Financial Officer.

2009 ALL OTHER COMPENSATION


		Dividends on stock awards(1)		Company Match to Defined Contribution Plans(2)		Auto(3)		Club memberships		Financial/ Estate Planning and Tax Preparation		Life Insurance/ Executive Death Benefit Program(4)		Annual Physical Examination		Relocation Expenses/ Tax Gross-ups			Payments or Accruals in connection with Termination of Employment			Total
Kevin C. Berryman	2009	$	1,331	$	30,603	$	6,541	$	3,000	$	4,530	$	1,391	$	0	$	135,399	(5)	$	0		$	182,795
Nicolas Mirzayantz	2009	$	55,567	$	17,293	$	13,048	$	0	$	9,130	$	1,809	$	0	$	0		$	0		$	96,846
Hernan Vaisman	2009	$	32,086	$	50,724	$	3,750	$	0	$	0	$	2,654	$	0	$	0		$	0		$	89,213
Beth E. Ford	2009	$	15,210	$	45,471	$	9,574	$	357	$	5,915	$	835	$	0	$	0		$	0		$	77,362
Dennis M. Meany	2009	$	47,442	$	24,885	$	12,033	$	3,000	$	9,222	$	6,765	$	1,950	$	0		$	0		$	105,297
Angelica Cantlon	2009	$	1,247	$	0	$	2,403	$	1,313	$	0	$	320	$	0	$	0		$	0		$	5,283
Richard A. O’Leary	2009	$	6,125	$	14,781	$	10,246	$	0	$	0	$	1,448	$	0	$	0		$	0		$	32,600
Robert M. Amen	2009	$	102,009	$	87,712	$	24,681	$	0	$	13,189	$	12,685	$	0	$	0		$	4,919,134	(6)	$	5,159,410
Steven J. Heaslip	2009	$	25,682	$	17,776	$	10,037	$	0	$	0	$	2,426	$	2,010	$	0		$	1,440,066	(7)	$	1,497,997

(1)	The amounts in this column are the total dollar value of dividends paid during 2009 on shares of PRS.

(2)

The amounts in this column include (i) amounts matched by the Company under the Company’s Retirement Investment Fund Plan (401(k)), (ii) amounts matched or set aside by the Company under the Company’s DCP (which are matching contributions that would otherwise be made under our 401(k) plan but for limitations under U.S. tax law) and (iii) the dollar value of premium shares credited to the accounts of participants in the DCP who elect to defer their cash compensation into the IFF Share Fund. The premium shares may be forfeited if the executive does not remain employed by the Company for the full calendar year following the year during which such shares are credited. Dividend equivalents are credited on shares (including premium shares) held in accounts of participants who defer into the IFF Share Fund; dividend equivalents are included in the Aggregate Earnings in Last Fiscal Year column of the Non-Qualified Deferred Compensation Table and are not included in the amounts represented in this column.

(3)

The amounts in this column are amounts for the personal use of automobiles provided by the Company and, for Mr. Amen, the amount attributable to personal use of the Company driver. The value of personal use of automobiles provided by the Company was determined by using standard IRS vehicle value tables and multiplying that value by the percent of personal use. The value of fuel was determined by multiplying the overall fuel cost by the percent of personal use. In both cases personal use percents were determined on a mileage basis. The value of personal use of the Company driver was determined by multiplying the estimated percent of such personal use by the driver’s pay.

(4)

The amounts in this column are costs to the Company for the corporate owned life insurance coverage it has purchased to offset liabilities that may be incurred under the Company’s Executive Death Benefit Program. No participant in this Program has or will have any direct interest in the cash surrender value of the underlying insurance policy.

(5)	This amount is for relocation assistance in connection with Mr. Berryman’s commencement of employment with the Company, including a one-time allowance in the amount of $41,700 to cover incidental, non-reimbursable expenses associated with his relocation and a tax gross-up of $33,501.

(6)

This amount is the amount paid or accrued by the Company under the terms of Mr. Amen’s separation agreement, including (i) $3,999,920 in severance pay, (ii) $899,984 in benefits (including $50,000 in financial, tax, and estate planning advice, $40,000 in outplacement services and $10,000 in legal fees), and (iii) $19,230 as payment for accrued and unused vacation. Mr. Amen was also entitled to continued vesting of a prorated portion of his 2007 and 2008 equity awards under the Equity Choice Program. See below under Outstanding Equity Awards at Fiscal Year End for additional information regarding these awards and the related vesting schedule. Additional details concerning Mr. Amen’s separation agreement are included under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements.

(7)

This amount is the amount paid or accrued by the Company under the terms of Mr. Heaslip’s separation agreement, including (i) $1,146,000 in severance pay, (ii) $278,200 in benefits (including $24,000 in financial, tax, and estate planning advice and $25,000 in outplacement services), and (iii) $15,866 as payment for accrued and unused vacation. Mr. Heaslip was also entitled to continued vesting of a prorated portion of his 2007, 2008 and 2009 equity awards under the Equity Choice Program. See below under Outstanding Equity Awards at Fiscal Year End for additional information regarding these awards and the related vesting schedule. Additional details concerning Mr. Heaslip’s separation agreement are included under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements.

Employment Agreements or Arrangements

Mr. Tough

Our Board elected Douglas D. Tough as its non-executive Chairman effective October 1, 2009 and, pursuant to the terms of a letter agreement dated September 8, 2009 between the Company and Mr. Tough, he became the Company’s executive Chairman and Chief Executive Officer effective March 1, 2010, when his contract with his former employer expired. Under this agreement, Mr. Tough’s employment is on an at-will basis until terminated by either party. Mr. Tough is entitled to the following compensation under the agreement:

•

Annual base salary of $1,200,000 per annum.

•

A target AIP bonus of 120% of his base salary. He will have a potential maximum annual bonus of 240% of his base salary.

•

An LTIP target of $2,000,000. While he was only entitled to a pro-rated award under the LTIP cycles ending in 2010 and 2011, Mr. Tough is entitled to a full award under the LTIP cycle ending in 2012.

•

An equity award was made on March 1, 2010, the effective date of his employment, under the Equity Choice Program at a value of $750,000. This award is generally subject to continued employment (except as described under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements). This award will vest on the first anniversary of the grant date. This value will be allocated by Mr. Tough to the various equity incentive award alternatives under the program.

•

A special bonus in the amount of $500,000 to be paid on July 1, 2010.

Mr. Tough will also participate in all of the Company’s employee and executive benefit plans and programs for its senior executives, including eligibility for annual awards under the Equity Choice Program and LTIP, and will be entitled to annual paid vacation and Company-provided senior executive perquisites or as otherwise approved for him by our Board or Compensation Committee. Mr. Tough also participates in the Company’s Executive Death Benefit Plan described in the Compensation Discussion and Analysis above, pursuant to which the Company has purchased, and pays the entire cost on, a corporate owned life insurance policy on the life of Mr. Tough. The plan provides a pre-retirement death benefit equal to twice his annual base salary (excluding bonus and other forms of compensation), less $50,000 of group coverage, or a post-retirement death benefit equal to twice his final base salary (excluding bonus and other forms of compensation), less $12,500 of group coverage.

Mr. Tough’s letter agreement also grants him certain rights upon termination of his employment. These rights are described under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements.

Mr. Amen and Mr. Heaslip

We entered into a separation agreement with Mr. Amen in September 2009 in connection with his separation from employment as the Company’s Chairman and Chief Executive Officer effective September 30, 2009 and we entered into a separation agreement with Mr. Heaslip in June 2009 in connection with his separation from employment as the Company’s Senior Vice President, Human Resources effective June 30, 2009. These agreements are described under the heading Termination of Employment and Change in Control Arrangements—Other Separation Arrangements.

Other NEOs

None of our other NEOs is a party to a written employment agreement. Their compensation is generally determined by the terms of the various compensation plans in which they are participants and which are described more fully above in the Compensation Discussion & Analysis, in the narrative following the Grants of Plan-Based Awards Table and under the heading Termination of Employment and Change in Control Arrangements. In addition, their salary is reviewed, determined and approved on an annual basis by our Compensation Committee. Executives may also be entitled to certain compensation arrangements provided or negotiated in connection with their commencement of employment with the Company. In addition to participation in these various compensation plans offered by the Company, Mr. Berryman, who commenced employment in May 2009, was also entitled to a sign-on bonus and grant of RSUs, as discussed above in the Compensation Discussion and Analysis, and will also be deemed to have been an employee for all of 2009 for purposes of the Company’s annual and long-term incentive programs.

Grants of Plan-Based Awards

The following table provides information regarding grants of plan-based awards to our named executive officers during 2009. The amounts reported in the table under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” and “Estimated Future Payouts Under Equity Incentive Plan Awards” represent the threshold, target and maximum awards under our AIP and LTIP programs. The performance conditions applicable to the AIP are described in the Compensation Discussion and Analysis, and the performance conditions applicable to the LTIP are described in the Compensation Discussion and Analysis.

With regard to the AIP, the percentage of each named executive officer’s target award that was actually achieved based on satisfaction of the AIP performance conditions is discussed in the narrative following the Grants of Plan-Based Awards Table. The amount actually paid to each named executive officer in 2010 based on 2009 performance under the AIP is included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

With regard to the LTIP, the amount of each named executive officer’s award that was actually achieved based on satisfaction of the performance conditions for the 2007-2009 LTIP and the 2009 segment of each of the 2008-2010 LTIP and 2009-2011 LTIP cycles is discussed in the narrative following the Grants of Plan-Based Awards Table. In addition, cash amounts earned by each named executive officer for each 2009 LTIP segment are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. However, any cash or shares credited to a named executive officer based on achievement of performance conditions during a segment will not be paid until completion of the full LTIP cycle.

GRANTS OF PLAN-BASED AWARDS IN 2009


Name	Type of Award (1)	Grant Date (2)	Date of Compensation Committee Approval	Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards				All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh) (#)(5)		Grant Date Fair Value of Stock and Option Awards ($)(6)
(a)		(b)		Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)		Threshold ($) (f)	Target ($) (g)	Maximum ($) (h)		(i)		(j)		(k)		(l)
Kevin C. Berryman	AIP	5/15/2009	4/14/2009(7)	100,000	400,000	800,000	(8)	—	—	—		—		—			—	—
	2007 LTIP	5/15/2009	4/14/2009(7)	16,667	66,667	133,333	(9)	16,667	66,667	133,333	(10)	—		—			—	66,666.67
	2008 LTIP	5/15/2009	4/14/2009(7)	33,333	133,333	266,667	(9)	33,333	133,333	266,667	(10)							133,333.34
	2009 LTIP	5/15/2009	4/14/2009(7)	50,000	200,000	400,000	(9)	50,000	200,000	400,000	(10)							200,000.00
	RSU	5/27/2009	4/14/2009(7)	—	—	—		—	—	—		16,404	(11)					451,602.12
	PRS	8/27/2009	7/27/2009	—	—	—		—	—	—		5,322	(12)					95,982.27
	SSAR	8/27/2009	7/27/2009	—	—	—		—	—	—		—		35,486			36.07	279,274.82
						—

Nicolas Mirzayantz	AIP	3/9/2009	3/9/2009	95,000	380,000	760,000	(8)	—	—	—		—		—			—	—
	2009 LTIP	3/9/2009	3/9/2009	47,500	190,000	380,000	(13)	47,500	190,000	380,000	(14)	—		—			—	190,000.00
	PRS	5/27/2009	3/9/2009	—	—	—		—	—	—		33,070	(12)	—			—	503,986.80
	SSAR	5/27/2009	3/9/2009	—	—	—		—	—	—		—		23,622			30.48	165,117.78

Hernan Vaisman	AIP	3/9/2009	3/9/2009	90,000	360,000	720,000	(8)	—	—	—		—		—			—	—
	2009 LTIP	3/9/2009	3/9/2009	45,000	180,000	360,000	(13)	45,000	180,000	360,000	(14)	—		—			—	180,000.00
	RSU	5/27/2009	3/9/2009	—	—	—		—	—	—		4,724	(11)	—			—	130,051.72
	PRS	5/27/2009	3/9/2009	—	—	—		—	—	—		28,346	(12)	—			—	431,993.04

Beth E. Ford	AIP	3/9/2009	3/9/2009	100,000	400,000	800,000	(8)	—	—	—		—		—			—	—
	2009 LTIP	3/9/2009	3/9/2009	50,000	200,000	400,000	(13)	50,000	200,000	400,000	(14)	—		—			—	200,000.00
	PRS	5/27/2009	3/9/2009	—	—	—		—	—	—		14,173	(12)	—			—	215,996.52
	SSAR	5/27/2009	3/9/2009	—	—	—		—	—	—		—		35,433			30.48	247,676.67

Dennis M. Meany	AIP	3/9/2009	3/9/2009	62,100	248,400	496,800	(8)	—	—	—		—		—			—	—
	2009 LTIP	3/9/2009	3/9/2009	31,050	124,200	248,400	(13)	31,050	124,200	248,400	(14)	—		—			—	124,200.00
	PRS	5/27/2009	3/9/2009	—	—	—		—	—			31,496	(12)	—			—	479,999.04

Angelica T. Cantlon	AIP	8/10/2009	7/27/2009	18,641	74,564	149,129	(18)	—	—	—		—		—			—	—
	2007 LTIP	8/10/2009	7/27/2009	3,281	13,125	26,250	(19)	3,281	13,125	26,250	(20)	—		—			—	13,125.00
	2008 LTIP	8/10/2009	7/27/2009	11,156	44,625	89,250	(19)	11,156	44,625	89,250	(20)							44,625.00
	2009 LTIP	8/10/2009	7/27/2009	19,031	76,125	152,250	(19)	19,031	76,125	152,250	(20)							76,125.00
	PRS	8/27/2009	7/27/2009	—	—	—		—	—	—		9,980	(12)	—			—	179,989.30

Richard A. O’Leary	AIP	3/9/2009	3/9/2009	34,375	137,500	275,000	(8)	—	—	—		—		—			—	—
	2009 LTIP	3/9/2009	3/9/2009	17,188	68,750	137,500	(13)	17,188	68,750	137,500	(14)	—		—			—	68,750.00
	RSU	4/28/2009	4/28/2009	—	—	—		—	—	—		5,000	(11)	—			—	145,750.00
	PRS	5/27/2009	3/9/2009	—	—	—		—	—	—		3,149	(12)	—			—	47,990.76
	SSAR	5/27/2009	3/9/2009	—	—	—		—	—	—		—		20,997			30.48	146,769.03

Robert M. Amen	AIP	3/9/2009	3/9/2009	300,000	1,200,000	2,400,000	(15)	—	—	—		—		—			—	—
	2009 LTIP	3/9/2009	3/9/2009	250,000	1,000,000	2,000,000	(16)	250,000	1,000,000	2,000,000	(17)	—		—			—	1,000,000.00

Steven J. Heaslip	AIP	3/9/2009	3/9/2009	56,250	225,000	450,000	(15)	—	—	—		—		—			—	—
	2009 LTIP	3/9/2009	3/9/2009	28,125	112,500	225,000	(16)	28,125	112,500	225,000	(17)	—		—			—	112,500.00
	SSAR	5/27/2009	3/9/2009	—	—	—		—	—	—		—		39,370	(21)	$	30.48	275,196.30

(1)	AIP = 2009 AIP

2007 LTIP = 2007-2009 Long-Term Incentive Plan Cycle

2008 LTIP = 2008-2010 Long-Term Incentive Plan Cycle

2009 LTIP = 2009-2011 Long-Term Incentive Plan Cycle

RSU = Restricted Stock Unit

PRS = Purchased Restricted Stock

SSAR = Stock Settled Appreciation Right

(2)	We made all grants described below under our 2000 Stock Award and Incentive Plan. The material terms of awards are described in the Compensation Discussion & Analysis.

(3)	The amounts in this column represent the number of RSUs and the number of PRS shares granted in 2009 on the applicable grant date.

(4)	The amounts in this column represent the number of SSARs granted in 2009 on the applicable grant date. We did not grant any options to our named executive officers in 2009.

(5)	The amounts in this column represent the exercise price of each SSAR granted, which, for each SSAR award, is the closing market price of a share of our common stock on the grant date.

(6)

The amounts in this column represent the aggregate grant date fair value of equity awards granted to our named executive officers during the fiscal year ended December 31, 2009, calculated in accordance with FASB ASC Topic 718. The grant date fair value of LTIP awards pertains to the 50% portion of those awards that will be payable in IFF stock if the performance conditions are satisfied and is based on the probable outcome of such conditions.

(7)	This grant was approved by our Board of Directors in connection with Mr. Berryman’s hire.

(8)	The amounts in this row in columns (c), (d) and (e) are the threshold, target and maximum dollar values under our 2009 AIP.

(9)

The amounts in these rows in columns (c), (d) and (e) are the pro-rated threshold, target and maximum dollar values of the 50% portion of our 2007-2009 LTIP, 2008-2010 LTIP and 2009-2011 LTIP cycles that would be payable to Mr. Berryman in cash if the performance conditions are satisfied. Pursuant to the terms of his offer of employment, Mr. Berryman is entitled only to a pro-rated amount for each segment under each such LTIP cycle (with the exception of the 2009 segment, for which Mr. Berryman will be deemed to have been an employee for the entire segment) based on the number of days he served as an employee during that LTIP segment.

(10)

The amounts in these rows in columns (f), (g) and (h) are the pro-rated threshold, target and maximum dollar values of the 50% portion of our 2007-2009 LTIP, 2008-2010 LTIP and 2009-2011 LTIP cycles that would be payable to Mr. Berryman in stock if the performance conditions are satisfied. The number of shares of Company stock for the 50% portion payable in stock was determined at the beginning of each cycle based on the closing market price on the first stock trading day of the cycle, which for the 2007-2009 cycle was $48.92, the closing market price on January 3, 2007, for the 2008-2010 cycle was $47.20, the closing market price on January 2, 2008, and for the 2009-2011 cycle was $30.60, the closing market price on January 2, 2009. Pursuant to the terms of his offer of employment, Mr. Berryman is entitled only to a pro-rated amount for each segment under each such LTIP cycle (with the exception of the 2009 segment, for which Mr. Berryman will be deemed to have been an employee for the entire segment) based on the number of days he actually served as an employee during that LTIP segment.

(11)	This amount represents the number of RSUs granted under the Equity Choice Program and otherwise, as described in the Compensation Discussion and Analysis. Dividends are not paid on RSUs.

(12)

This amount represents the number of shares of PRS granted under the Equity Choice Program, as described in the Compensation Discussion and Analysis. Non-preferential dividends are paid on PRS. Footnote 4 to the Summary Compensation Table lists the dollar amount of consideration paid by our named executive officers for these PRS awards.

(13)	The amounts in this row in columns (c), (d) and (e) are the threshold, target and maximum dollar values of the 50% portion of our 2009-2011 LTIP cycle that would be payable in cash if the performance conditions are satisfied.

(14)

The amounts in this row in columns (f), (g) and (h) are the threshold, target and maximum dollar values of the 50% portion of our 2009-2011 LTIP cycle that would be payable in stock if the performance conditions are satisfied. The number of shares of Company stock for the 50% portion payable in stock was determined at the beginning of the cycle, based on $30.60 per share, the closing market price on January 2, 2009, the first stock trading day of the cycle.

(15)

The amounts in this row in columns (c), (d) and (e) are the threshold, target and maximum dollar values under our 2009 AIP that would have been payable to this executive if he had served as an employee of the Company for all of 2009. Pursuant to the terms of his separation agreement, this executive was entitled only to a pro-rated amount under the AIP based on the number of days he served as an employee during 2009 (273 days in the case of Mr. Amen, and 181 days, in the case of Mr. Heaslip).

(16)

The amounts in this row in columns (c), (d) and (e) are the threshold, target and maximum dollar values of the 50% portion of our 2009-2011 LTIP cycle that would have been payable in cash to this executive if he had served as an employee for the entire 3-year LTIP cycle and the relevant performance conditions had been satisfied. Pursuant to the terms of his separation agreement, this executive is entitled only to a pro-rated amount under the LTIP based on the number of days he actually served as an employee during each segment under the cycle.

(17)

The amounts in this row in columns (f), (g) and (h) are the threshold, target and maximum dollar values of the 50% portion of our 2009-2011 LTIP cycle that would have been payable in stock to this executive if he had served as an employee for the entire 3-year LTIP cycle and the relevant performance conditions had been satisfied. The number of shares of Company stock for the 50% portion payable in stock was determined at the beginning of the cycle, based on $30.60 per share, the closing market price on January 2, 2009, the first stock trading day of the cycle. Pursuant to the terms of his separation agreement, this executive is entitled only to a pro-rated amount under the LTIP based on the number of days he actually served as an employee during each segment under the LTIP cycle.

(18)

The amounts in this row in columns (c), (d) and (e) are the pro-rated threshold, target and maximum dollar values under our 2009 AIP. Pursuant to the terms of her offer of employment, Ms. Cantlon was entitled only to a pro-rated amount under the 2009 AIP based on the number of days she served as an employee during 2009 (144 days).

(19)

The amounts in these rows in columns (c), (d) and (e) are the pro-rated threshold, target and maximum dollar values of the 50% portion of our 2007-2009 LTIP, 2008-2010 LTIP and 2009-2011 LTIP cycles that would be payable to Ms. Cantlon in cash if the performance conditions are satisfied. Pursuant to the terms of her offer of employment, Ms. Cantlon is entitled only to a pro-rated amount for each segment under each such LTIP cycle based on the number of days she served as an employee during that LTIP segment.

(20)

(21)

This amount is the total number of SSARs granted to Mr. Heaslip. Pursuant to the terms of his separation agreement, 37,166 SSARs under this award were cancelled as he was entitled to continued vesting of only a pro-rated portion of this SSAR grant, based on the number of days he served as an employee during the relevant vesting period.

Equity Choice Program and Other Equity Awards

In 2006, following the Compensation Committee’s recommendation and with the assistance of the Committee’s independent compensation consultant, our Board approved our Equity Choice Program under our 2000 Stock Award and Incentive Plan (“2000 SAIP”) as a long term incentive program for our senior management. During 2009, the Compensation Committee made PRS, SSAR and RSU awards under this program, based on individual elections, to all of our named executive officers. Under this program, dividends are paid on shares of PRS at the same rate paid to our shareholders. The Compensation Committee also made additional RSU awards in 2009 to certain senior officers, including Mr. Berryman and Mr. O’Leary, under our 2000 SAIP.

A discussion of the terms and the total dollar value of awards granted in 2009 to our named executive officers is included in the Compensation Discussion and Analysis. The number of shares under those awards and the date those awards were granted are included in the Grants of Plan-Based Awards Table above and the Outstanding Equity Awards at Fiscal Year-End Table.

Annual Incentive Plan (AIP)

Our Compensation Committee established all performance goals under our AIP at the beginning of 2009. Under the AIP, each executive officer, including our former CEO, had an annual incentive award target for 2009 based on the achievement of specific quantitative financial corporate goals and/or derivative business unit financial performance goals as well as non-financial strategic initiatives. The corporate objectives and the derivative business unit objectives for 2009 under the AIP related to increases in sales, earnings before interest and taxes, return on investment and working capital. The non-financial strategic initiatives, related to (i) customers, including market share, customer satisfaction, service performance and product quality, (ii) workforce, including managing talent and development, and (iii) improvements in our supply chain, product planning and customer service and research and development innovation. For 2009 we achieved 70.9% of the corporate goals and non-financial strategic initiatives, collectively, under the AIP, as a result of which each of Mr. Berryman, Ms. Ford, Mr. Meany, Ms Cantlon, Mr. Amen, and Mr. Heaslip received a payout of 70.9% of their target incentive compensation for the year (with Ms. Cantlon, Mr. Amen and Mr. Heaslip’s payouts being pro-rated for the number of days worked and with Mr. Berryman being deemed to have worked the entire year). Mr. O’Leary’s 2009 payout was 53% of his target incentive compensation. For 2009, Mr. Mirzayantz’s AIP payout was 43.6% of his target incentive compensation as a result of the Fragrances Business Unit not achieving its performance goals. For 2009, Mr. Vaisman received a payout of 100% of his target incentive compensation for the year as a result of the Flavors Business Unit achieving performance goals beyond the 70.9% corporate achievement.

In addition to the 2009 AIP payouts, certain executive officers received discretionary bonus payments, as set forth in the Summary Compensation Table and described in the Compensation Discussion and Analysis.

Long Term Incentive Plan (LTIP)

Under our LTIP, each executive officer had an award target for the 2007-2009 performance cycle based on achieving specific quantitative corporate performance goals which the Compensation Committee established at the beginning of the cycle. The 2007-2009 LTIP cycle was administered in four equal performance segments related to each year in the LTIP cycle and the cumulative results for the full three-year cycle. For this LTIP cycle, these objectives related to improvements in earnings per share and total shareholder return (“TSR”) relative to the S&P 500. For the 2007-2009 performance cycle, on an overall basis, we achieved 90.6% of the corporate performance goals. Therefore, Mr. Mirzayantz, Mr. Vaisman, Mr. Meany and Mr. O’Leary, who were all employed by the Company during the entire three-year cycle, received 90.6% of his target incentive compensation for the cycle. Executive officers who were not employed by the Company for the entire three-year 2007-2009 LTIP cycle are entitled only to a pro-rated amount for each segment under the LTIP cycle based on the number of days served as an employee during that LTIP segment. Accordingly, Ms. Ford received 65.8%, Mr. Berryman and Ms. Cantlon each received 53.8%, Mr. Amen received 94% and Mr. Heaslip received 98% of his or her reduced target incentive compensation for the cycle, reflecting the proration. As determined by the Compensation Committee, for the 2007-2009 LTIP cycle, 50% of the LTIP payout was paid in cash and 50% was paid in Company stock based on the closing market price on the first stock trading day of the cycle. These payouts were made in early 2010.

The following chart illustrates the total amount earned by each NEO based on achievement of the corporate performance goals for each segment under the 2007-2009 LTIP cycle and based on each executive’s target amount (or reduced target amount for those executives who were not employed for the entire three-year cycle). The amount reported in the “Total” column is the amount that was paid out to the executive officers in early 2010 upon completion of the 2007-2009 LTIP cycle.


	Segment 1—2007		Segment 2—2008		Segment 3—2009		Segment 4— 2007—2009		Total
	Cash ($)	Shares (#)	Cash ($)	Shares (#)	Cash ($)	Shares (#)	Cash ($)	Shares (#)	Cash ($)	Shares (#)
Mr. Berryman	—	—	—	—	31,250	639	4,583	93	35,833	732
Mr. Mirzayantz	42,900	876	47,025	962	20,625	421	9,075	186	119,625	2,445
Mr. Vaisman	39,000	797	42,750	874	18,750	383	8,250	169	108,750	2,223
Ms. Ford	—	—	17,813	364	31,250	639	5,729	117	54,792	1,120
Mr. Meany	39,000	797	42,750	874	18,750	383	8,250	169	108,750	2,223
Ms. Cantlon	—	—	—	—	6,152	126	903	18	7,055	144
Mr. O’Leary	13,315	272	14,596	298	6,402	131	2,816	58	37,129	759
Mr. Amen	325,000	6,643	356,250	7,282	117,188	2,396	63,020	1,288	861,458	17,609
Mr. Heaslip	35,295	721	38,689	789	8,484	174	6,222	128	88,690	1,812

Under our LTIP, each executive officer also has an award target for each of the 2008-2010 and 2009-2011 performance cycles based on achieving specific quantitative corporate performance goals which the Compensation Committee established at the beginning of the respective cycle. Like the 2007-2009 LTIP cycle, each of the 2008-2010 and 2009-2011 LTIP cycles is administered in four equal performance segments related to each year in the LTIP cycle and the cumulative results for the full cycle. Depending on the extent to which the Company achieves the corporate performance goals for each segment, a portion of the executive’s LTIP award may be credited on behalf of the executive, but any credited portion will not be paid until the completion of the full LTIP cycle. Amounts credited for future payout under the 2008-2010 and 2009-2011 LTIP cycles will be paid 50% in cash and 50% in Company stock, based on the closing market price on the first trading day of the respective cycle.

Based on the Company’s achievement of the corporate performance goals for the 2009 segment of the 2008-2010 LTIP cycle and the executive’s target amount, the following cash amounts and number of shares of our stock have been credited on behalf of the executive: Mr. Berryman—$31,250 and 662 shares, Mr. Mirzayantz—$29,688 and 629 shares, Mr. Vaisman—$28,125 and 596 shares, Ms. Ford—$31,250 and 662 shares, Mr. Meany—$19,406 and 411 shares, Ms. Cantlon—$6,152 and 130 shares (based on a pro-rated target amount), Mr. O’Leary—$10,742 and 228 shares, Mr. Amen—$117,188 and 2,483 shares (based on a pro-rated target amount), and Mr. Heaslip—$8,789 and 186 shares (based on a pro-rated target amount). Based on the Company’s achievement of the corporate performance goals for the 2009 segment of the 2009-2011 LTIP cycle and the executive’s target amount, the following cash amounts and number of shares of our stock have been credited on behalf of the executive: Mr. Berryman—$65,000 and 2,124 shares, Mr. Mirzayantz—$61,750 and 2,017 shares, Mr. Vaisman—$58,500 and 1,911 shares, Ms. Ford—$65,000 and 2,124 shares, Mr. Meany—$40,365 and 1,319 shares, Ms. Cantlon—$12,797 and 418 shares (based on a pro-rated target amount), Mr. O’Leary—$22,344 and 729 shares, Mr. Amen—$243,750 and 7,965 shares (based on a pro-rated target amount), and Mr. Heaslip—$18,281 and 598 shares (based on a pro-rated target amount). Pursuant to his offer of employment, Mr. Berryman was deemed to have been employed by the Company for the entire 2009 segment of each of the 2007-2009, 2008-2010 and 2009-2011 LTIP cycles.

Additional details regarding our Annual Incentive Plan and Long Term Incentive Plan are included in the Compensation Discussion and Analysis.

Equity Compensation Plan Information

The following table provides information regarding our common stock which may be issued under our equity compensation plans as of December 31, 2009.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders(1)	2,364,349	(2)	$	31.17	(3)	888,979	(4)
Equity compensation plans not approved by security holders(5)	668,045		$	29.83	(3)	3,862,365	(6)

Total	3,032,395		$	31.04	(3)	4,751,344

(1)	Represents the 2000 Stock Award and Incentive Plan, the 2000 Stock Option Plan for Non-Employee Directors and the 1997 Employee Stock Option Plan. The 2000 Stock Award and Incentive Plan provides for the award of stock options, RSUs and other equity-based awards.

(2)

Includes options, RSUs, SSARs and the maximum number of shares that may be issued under the 2008-2010 and 2009-2011 LTIP cycles if the performance conditions for each of those cycles are satisfied at the maximum level. The number of SSARs that may be issued upon exercise was calculated by dividing (i) the product of (a) the excess of the closing market price of the Company’s Common Stock on the last trading day of 2009 over the exercise price and (b) the number of SSARs outstanding by (ii) the closing market price on the last trading day of 2009. Excludes outstanding shares of PRS under the 2000 Stock Award and Incentive Plan.

(3)	Weighted average exercise price of outstanding options and SSARs. Excludes restricted stock units, shares credited to accounts of participants in the DCP and shares that may be issued under the 2008-2010 and 2009-2011 LTIP cycles.

(4)

Does not include 49,000 options outstanding as of December 31, 2009 under the 1997 Employee Stock Option Plan. As approved by shareholders at the Annual Meeting held on May 7, 2002, shares authorized under the 1997 Employee Stock Option Plan, but not used under that plan for any reason, are added to shares available for awards under the 2000 Stock Award and Incentive Plan. As a result, any outstanding options under the 1997 Employee Stock Option Plan that are cancelled will become available for grant under the 2000 Stock Award and Incentive Plan (or, if approved by shareholders at the 2010 Annual Meeting, under the 2010 Stock Award and Incentive Plan).

(5)	Represents the 2000 Supplemental Stock Award Plan, the DCP and a pool of shares that may be used for annual awards of 1,000 shares to each non-employee director. (Although we are no longer granting these annual 1,000 share stock awards to directors, the pool of shares remains authorized.)

(6)

Includes 210,556 shares remaining available for issuance under the 2000 Supplemental Stock Award Plan, 3,608,059 shares remaining available for issuance under the DCP and 43,750 shares remaining available for issuance from a pool of shares that may be used for annual awards of 1,000 shares to each non-employee director. (Although we are no longer granting these annual 1,000 share stock awards to directors, the pool of shares remains authorized.) See Item 3—Approval of the 2010 Stock Award and Incentive Plan for information regarding an amendment to the DCP pursuant to which 3.55 million shares ceased to be reserved for issuance under the DCP after the end of the 2009 fiscal year.

2000 Supplemental Stock Award Plan and Directors’ Annual Stock Award Pool

On November 14, 2000, our Board approved the 2000 Supplemental Stock Award Plan. Under applicable NYSE rules, this plan did not require approval by shareholders. The 2000 Supplemental Stock Award Plan is a stock-based incentive plan designed to attract, retain, motivate and reward employees and certain other persons who provide services to the Company. This plan excludes all of our executive officers and directors. Under this plan, eligible participants may be granted nonqualified stock options, stock appreciation rights, restricted stock, deferred stock, and other stock-based awards under terms and conditions identical to those under our shareholder-approved 2000 Stock Award and Incentive Plan. The total number of shares originally reserved for awards under the 2000 Supplemental Stock Award Plan was 4,500,000. A total of 216,992 options and 143,705 RSUs were outstanding under that plan as of December 31, 2009 and 210,556 shares remained available for future awards as of that date.

In September 2000, our Board authorized and reserved a pool of 100,000 shares of our common stock to be used for annual awards of 1,000 shares to each non-employee director each year. The shares could be issued out of authorized but unissued shares or treasury shares. Under applicable NYSE rules, this pool did not require approval by shareholders. Effective as of the 2007 Annual Meeting, directors no longer receive this annual award of 1,000 shares. The last award of shares made to directors from this pool was in October 2006.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding outstanding equity awards held by our named executive officers at December 31, 2009.

2009 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END


	Grant Date	Grant Type(1)	Option Awards							Stock Awards
Name	Grant Date	Grant Type(1)	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested ($)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
(a)			(b)		(c)		(e)		(f)	(g)		(h)		(i)		(j)
Kevin C. Berryman	5/27/2009	RSU								16,404	(2)	$	674,861
	5/15/2009	2008 LTIP								662	(3)	$	27,235	3,530	(4)	$	145,224
	5/15/2009	2009 LTIP								2,124	(5)	$	87,381	9,804	(6)	$	403,337
	8/27/2009	PRS								5,322	(7)	$	218,947
	8/27/2009	SSAR	0		35,486	(7)	$	36.07	08/27/2016
Nicolas Mirzayantz	5/9/2006	SSAR	25,000	(8)	0		$	36.00	05/09/2013
	5/8/2007	PRS								20,857	(8)	$	858,057
	3/3/2008	2008 LTIP								2,062	(3)	$	84,831	4,026	(4)	$	165,630
	5/6/2008	PRS								18,942	(8)	$	779,274
	5/6/2008	SSAR	0		11,092	(8)	$	42.19	05/06/2015
	3/9/2009	2009 LTIP								2,017	(5)	$	82,979	9,314	(6)	$	383,178
	5/27/2009	PRS								33,070	(7)	$	1,360,500
	5/27/2009	SSAR	0		23,622	(7)	$	30.48	05/27/2016
Hernan Vaisman	5/8/2007	RSU								1,564	(8)	$	64,343
	5/8/2007	PRS								14,600	(8)	$	600,644
	3/3/2008	2008 LTIP								1,954	(3)	$	80,388	3,814	(4)	$	156,908
	5/6/2008	SSAR	0		31,998	(8)	$	42.19	05/06/2015
	5/6/2008	PRS								6,399	(8)	$	263,255
	3/9/2009	2009 LTIP								1,911	(5)	$	78,619	8,822	(6)	$	362,937
	5/27/2009	PRS								28,346	(7)	$	1,166,154
	5/27/2009	RSU								4,724	(7)	$	194,345
Beth E. Ford	10/7/2008	RSU								4,634	(8)	$	190,643
	11/4/2008	PRS								8,123	(8)	$	334,180
	11/4/2008	RSU								2,030	(8)	$	83,514
	10/1/2008	2008 LTIP								1,038	(3)	$	42,703	3,708	(4)	$	152,547
	3/9/2009	2009 LTIP								2,124	(5)	$	87,381	9,804	(6)	$	403,337
	5/27/2009	PRS								14,173	(7)	$	583,077
	5/27/2009	SSAR	0		35,433	(7)	$	30.48	05/27/2016
Dennis M. Meany	5/8/2007	PRS								15,063	(8)	$	619,692
	3/3/2008	2008 LTIP								1,348	(3)	$	55,457	2,630	(4)	$	108,198
	5/6/2008	RSU								2,000	(8)	$	82,280
	5/6/2008	PRS								14,505	(8)	$	596,736
	3/9/2009	2009 LTIP								1,319	(5)	$	54,264	6,088	(6)	$	250,460
	5/27/2009	PRS								31,496	(7)	$	1,295,745
Angelica T. Cantlon	8/27/2009	PRS								9,980	(7)	$	410,577
	8/10/2009	2008 LTIP								130	(3)	$	5,348	1,474	(4)	$	60,640
	8/10/2009	2009 LTIP								418	(5)	$	17,197	4,332	(6)	$	178,218
Richard A. O’Leary	3/3/2008	2008 LTIP								746	(3)	$	30,690	1,456	(4)	$	59,900
	5/6/2008	RSU								1,137	(8)	$	46,776
	5/6/2008	PRS								4,550	(8)	$	187,187
	5/6/2008	SSAR	0		3,792	(8)	$	42.19	05/06/2015
	3/9/2009	2009 LTIP								729	(5)	$	29,991	3,366	(6)	$	138,477
	4/28/2009	RSU								5,000	(8)	$	205,700
	5/27/2009	PRS								3,149	(7)	$	129,550
	5/27/2009	SSAR	0		20,997	(7)	$	30.48	05/27/2016
Robert M. Amen	7/1/2006	SSAR	150,000	(8)	0		$	35.24	07/01/2013
	7/25/2006	SSAR	56,737	(8)	0		$	35.25	07/25/2013
	5/08/2007	PRS								61,258	(9)	$	2,520,154
	3/3/2008	2008 LTIP								10,029	(3)	$	412,593	6,180	(4)	$	254,245
	5/6/2008	SSAR	0		70,992	(9)	$	42.19	05/06/2015
	3/9/2009	2009 LTIP								7,965	(5)	$	327,680	4,086	(6)	$	168,098
Steven J. Heaslip	5/8/2007	PRS								10,875	(9)	$	447,398
	3/3/2008	2008 LTIP								1,035	(3)	$	42,580	594	(4)	$	24,437
	5/6/2008	RSU								778	(9)	$	32,007
	5/6/2008	SSAR	0		9,035	(9)	$	42.19	05/06/2015
	5/27/2009	SSAR	0		2,204	(9)	$	30.48	05/27/2016
	3/9/2009	2009 LTIP								598	(5)	$	24,602	306	(6)	$	12,589

(1)	2008 LTIP = 2008-2010 Long-Term Incentive Plan Cycle

2009 LTIP = 2009-2011 Long-Term Incentive Plan Cycle

PRS = Purchased Restricted Stock

RSU = Restricted Stock Unit

SSAR = Stock Settled Appreciation Right

(2)	20% of this grant vests on each of the first, second, third, fourth and fifth anniversaries of the grant date.

(3)

This amount represents the total number of shares of stock that have been credited for the 2008 and 2009 segments of the 2008-2010 LTIP cycle. These shares will remain unvested until the completion of the full three-year LTIP cycle. The number of shares credited for Ms. Ford for the 2008 segment, and for Ms. Cantlon, Mr. Amen and Mr. Heaslip for the 2009 segment, of the 2008-2010 LTIP cycle was pro-rated based on the number of days served as an employee during the applicable segment. Because they commenced employment with the Company during 2009, Mr. Berryman and Ms. Cantlon were not credited with any shares for the 2008 segment of the 2008-2010 LTIP cycle. Pursuant to the terms of his offer of employment, Mr. Berryman is deemed to have been an employee for the entire 2009 segment of this LTIP cycle.

(4)

This amount represents the maximum number of shares of stock (pro-rated for Mr. Berryman, Ms. Ford, Ms. Cantlon, Mr. Amen and Mr. Heaslip) that remain subject to the achievement of specified performance objectives over the remaining two open segments of the 2008-2010 LTIP cycle. Shares earned during any segment of the 2008-2010 LTIP cycle will remain unvested until the completion of the full three-year cycle.

(5)

This amount represents the number of shares of stock that have been credited for the 2009 segment of the 2009-2011 LTIP cycle. These shares will remain unvested until the completion of the full three-year LTIP cycle. The number of shares credited for Ms. Cantlon, Mr. Amen and Mr. Heaslip for the 2009 segment of the 2009-2011 LTIP cycle was pro-rated based on the number of days served as an employee during the segment. Pursuant to the terms of his offer of employment, Mr. Berryman is deemed to have been an employee for the entire 2009 segment of this LTIP cycle.

(6)

This amount represents the maximum number of shares of stock (pro-rated for Ms. Cantlon, Mr. Amen and Mr. Heaslip), that remain subject to the achievement of specified performance objectives over the remaining three open segments of the 2009-2011 LTIP cycle. Shares earned during any segment of the 2009-2011 LTIP cycle will remain unvested until the completion of the full three-year cycle.

(7)	This grant vests on March 27, 2012.

(8)	This grant vests (or, in the case of awards granted in 2006, vested) on the third anniversary of the grant date.

(9)	This amount represents the prorated portion of this equity grant which was not forfeited in connection with the executive’s separation from employment and which will continue to vest in accordance with the normal vesting schedule.

Option Exercises and Stock Vested

The following table provides information regarding exercises of options and SSARs and stock vested during 2009 for each of our named executive officers.

2009 OPTION EXERCISES AND STOCK VESTED


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Type of Award(1)		Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
(a)	(b)	(c)			(d)		(e)
Kevin C. Berryman	—	—	—		—			—

Nicolas Mirzayantz	—	—	RSU	(2)	3,000		$	91,440
			PRS	(2)	15,000		$	187,200	(3)
			2006 LTIP	(4)	4,655		$	132,435
			RSU	(5)	1,231		$	49,757

			Total				$	460,832

Hernan Vaisman	—	—	RSU	(2)	500		$	15,240
			PRS	(2)	8,000		$	99,840	(3)
			2006 LTIP	(4)	2,541		$	72,291

			Total				$	187,371

Beth E. Ford	—	—	2006 LTIP	(4)	646		$	18,379

			Total				$	18,379

Dennis M. Meany	—	—	PRS	(2)	20,000		$	249,600	(3)
			2006 LTIP	(4)	4,655		$	132,435

			Total				$	382,035

Angelica T. Cantlon	—	—			—			—

Richard A. O’Leary	—	—	2006 LTIP	(4)	942	(6)	$	26,800

			Total				$	26,800

Robert M. Amen	—	—	RSU	(7)	8,510		$	293,340
			PRS	(7)	34,042		$	573,437	(3)
			2006 LTIP	(4)	38,795		$	1,103,718

			Total				$	1,970,495

Steven J. Heaslip	—	—	PRS	(2)	23,333		$	291,196	(3)
			2006 LTIP	(4)	4,213		$	119,860

			Total				$	411,056

(1)	RSU = Restricted Stock Unit

PRS = Purchased Restricted Stock

2006 LTIP = 2006-2008 Long Term Incentive Plan Cycle

(2)	The award represented in this row was granted in 2006 under the Equity Choice Program and vested on May 9, 2009. The value realized is based on the closing stock price of $30.48 on the vesting date.

(3)

The value realized attributable to vested PRS is the product of (a) the number of vested shares of PRS and (b) the closing price of our common stock on the vesting date, less the aggregate amount paid by the executive to purchase the PRS. Without taking into account the consideration paid by the respective executive for his or her PRS shares, the value realized on vesting in column (e) attributable to PRS would be: Mr. Mirzayantz: $457,200; Mr. Vaisman: $243,840; Mr. Meany: $609,600; Mr. Amen: $1,173,428; and Mr. Heaslip: $711,190.

(4)	The award represented in this row is the payout on February 17, 2009 of the equity portion of the 2006-2008 LTIP award. The value realized is based on the closing stock price of $28.45 on the payout date.

(5)	The award represented in this row was granted in 2006 and vested on December 18, 2009. The value realized is based on the closing stock price of $40.42 on the vesting date.

(6)

Of this amount, the executive deferred, under our DCP described under the heading Non-Qualified Deferred Compensation, 706 shares. Dividend equivalents are credited on vested deferred LTIP shares. The actual realized value will depend upon the value of our common stock on the date the shares are issued to the executive.

(7)	The award represented in this row was granted in 2006 under the Equity Choice Program which vested on July 25, 2009. The value realized is based on the closing stock price of $34.47 on the vesting date.

Pension Benefits

We provide a defined benefit pension plan (the “U.S. Pension Plan”) to eligible United States-based employees hired before January 1, 2006. Of our named executive officers, only Mr. Mirzayantz and Mr. Meany currently participate in the U.S. Pension Plan, and Mr. Heaslip’s participation ceased as of his separation date. U.S. employees hired on or after January 1, 2006, including all of our other named executive officers, are not eligible to participate in the U.S. Pension Plan.

Compensation and service earned after December 31, 2007 are not taken into account in determining an employee’s benefit under the U.S. Pension Plan; however, this provision does not apply to any employee whose combined age and years of service equaled or exceeded 70 as of December 31, 2007. Of our named executive officers who are or were participants in the U.S. Pension Plan, only Mr. Meany’s benefits were not frozen because his age and years of service as of December 31, 2007 equaled or exceeded 70. Mr. Mirzayantz and Mr. Heaslip had their benefits frozen as of December 31, 2007.

We pay the full cost of providing benefits under the U.S. Pension Plan.

The monthly pension benefit is equal to the number of years of credited service as of December 31, 2009 times the difference between (a) 1.7% times final average compensation, and (b) 1.25% times the social security amount. Final average compensation for purposes of the U.S. Pension Plan is the average of the five consecutive years of compensation during the last ten years before December 31, 2009 that produce the highest average. The term “compensation” means the basic rate of monthly salary (as of April 1 each year) plus 1/12 of any Annual Incentive Plan cash award received for the preceding year, reduced by any compensation deferred under our Deferred Compensation Plan. The normal retirement age under the U.S. Pension Plan is age 65.

Various provisions of the Internal Revenue Code (“IRC”) limit the amount of compensation used in determining benefits payable under our U.S. Pension Plan. We established a non-qualified Supplemental Retirement Plan to pay that part of the pension benefit that, because of these IRC limitations, cannot be paid under the U.S. Pension Plan to our U.S. senior executives. For purposes of the Supplemental Retirement Plan, “compensation” includes any salary and Annual Incentive Plan amounts, including amounts deferred under our Deferred Compensation Plan. A description of our practices with regard to crediting additional years of service under our Supplemental Retirement Plan is included in the Compensation Discussion and Analysis.

Employees with at least 10 years of service are eligible for early retirement under the U.S. Pension Plan and the Supplemental Retirement Plan beginning at age 55. The benefit at early retirement is an unreduced benefit payable at age 62 or a reduced benefit (4% per year) if payable prior to age 62. At December 31, 2009, Mr. Meany was age 62 with more than 10 years of service (including service with Bush Boake Allen Inc. (“BBA”)) and therefore he was eligible for early retirement as of December 31, 2009.

We acquired BBA in 2000, and the Bush Boake Allen Inc. Retirement Plan (the “BBA Plan”) was merged into our U.S. Pension Plan on December 31, 2000. Benefit accruals under the BBA Plan were frozen as of that

date. Benefit service under our U.S. Pension Plan for former BBA employees, including Mr. Meany, starts after December 1, 2000. The BBA pension benefit is payable in addition to the benefit participants earn under our U.S. Pension Plan for service after December 1, 2000

The total benefit under the U.S. Pension Plan for former BBA employees, including Mr. Meany, will be equal to (a) the frozen BBA Plan benefit as of December 31, 2000, plus (b) the benefit accrued under the U.S. Pension Plan after December 1, 2000. The value of the frozen accrued benefit under the BBA Plan is included in the Present Value of Accumulated Benefits columns in the Pension Benefits Table.

The normal retirement benefit under the BBA Plan is payable at age 65. For participants in the BBA Plan on December 31, 2000, including Mr. Meany, the following provisions apply in calculating the pension benefit earned as of December 31, 2000:

The benefit from the BBA Plan is the sum of (A) the benefit earned under the BBA Plan as of December 31, 1999, plus (B) the benefit earned under the BBA Plan during 2000. The formula for determining each of these components of the BBA Plan benefit is described below. For purposes of the BBA Plan, final average earnings means the five highest consecutive calendar years’ earnings out of the last ten calendar years of earnings prior to December 31, 2000.

For service prior to January 1, 2000, the participant’s BBA Plan pension benefit is the greatest of the amounts determined under subparagraphs (i), (ii), or (iii) below:

(i)

the sum of:

(A)

1.05% of that portion of the participant’s final average earnings as of December 31, 2000 not in excess of the social security average wage base plus 1.5% of that portion of his or her final average earnings as of December 31, 2000 in excess of the social security average wage base, multiplied by the participant’s number of years of service as of December 31, 1999, not in excess of the service limitation applicable to the participant, plus

(B)

1.5% of the participant’s final average earnings as of December 31, 2000 multiplied by the participant’s number of years of service as of December 31, 1999 in excess of the service limitation applicable to the participant,

(ii)

1.1% of the participant’s final average earnings as of December 31, 2000 multiplied by the participant’s number of years of service as of December 31, 1999;

(iii)

the sum of:

(A)

the participant’s accrued benefit on June 30, 1987, determined under the terms of the BBA Plan or a prior BBA pension plan in effect from time to time prior to July 1, 1987 (“BBA Prior Plan”), including any minimum benefit provided thereunder, and

(B)

the benefit determined under paragraph (i) or (ii) above but based solely on the participant’s years of service from June 30, 1987 to December 31, 1999;

provided, that in no event will the BBA Plan benefit accrued as of December 31, 1999 be less than (x) such participant’s benefit as of December 31, 1988 under the terms of the BBA Plan or BBA Prior Plan then in effect, or (y) the benefit accrued by the participant as of December 31, 1999 under the terms of the BBA Plan then in effect.

For service during calendar year 2000, the participant’s BBA Plan pension benefit is the following result:

(i)

1.67% of the participant’s final average earnings as of December 31, 2000, minus

(ii)

1.67% of the participant’s primary social security benefit multiplied by the number of the participant’s years of service between January 1, 2000 and the date the participant would attain age 65 (up to a maximum of 50% of the participant’s primary social security benefit), multiplied by a fraction, the numerator of which is the participant’s years of service as of December 31, 2000 and the denominator of which is the participant’s years of service projected to age 65.

Early Retirement BBA Plan Benefit

Participants may retire with a full, unreduced frozen BBA Plan benefit commencing at age 62, if (i) they are at least 55 years old and have at least ten years of eligibility service, or (ii) the sum of their age at their last birthday plus the full years of benefit service at the time of termination of employment from IFF is at least 65. Mr. Meany is eligible for a full, unreduced frozen BBA Plan benefit commencing at age 62.

Immediate Early Retirement BBA Plan Benefit

Participants may choose to commence payment of their early BBA Plan pension benefit on the first day of any month after age 55. In that case, the BBA Plan pension benefit will be reduced to reflect the fact that the benefit is being received over a longer period of time. For service prior to January 1, 2000, the reduction factor is 3% a year for payment that starts between age 60 to 62, and 6% a year for payment that starts prior to age 60. For service after January 1, 2000, the reduction factor is 4% a year for each year that payments start prior to age 62. If the participant completes at least twenty years of service and terminates employment at age 61, there is no reduction in the pension benefit earned during 2000 for commencing payment before age 62.

The following table provides information for our named executive officers regarding the Company’s defined benefit retirement plans. The present value of accumulated benefits payable to the named executive officers under each of our retirement plans was determined using the following assumptions: an interest rate of 6.1%; the RP-2000 Combined Healthy Participant Male/Female Mortality Table; 80% of participants are married with a spouse four years younger and are receiving a 50% joint and survivor annuity and 20% of participants are unmarried and are receiving a straight life annuity with a five year guarantee. Additional information regarding the valuation method and material assumptions used to determine the accumulated benefits reported in the table is presented in Note 13 to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009. The information provided in columns (c), (d1) and (d2) is presented as of December 31, 2009, the measurement date used for financial statement reporting purposes with respect to our audited financial statements for the fiscal year ended December 31, 2009.

2009 PENSION BENEFITS


Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefits Assuming Retirement Age of 62 ($)			Present Value of Accumulated Benefits Assuming Retirement Age of 65 ($)			Payments During Last Fiscal Year ($)
(a)	(b)	(c)		(d1)(1)			(d2)(2)			(e)
Kevin C. Berryman(3)		—			—			—		—
Nicolas Mirzayantz(4)	U.S. Pension Plan	16.23		$	247,673		$	193,776		0
	Supplemental Retirement Plan	16.23		$	394,643		$	308,764		0

				$	642,316		$	502,540		0
Hernan Vaisman(3)	—	—			—			—		—
Beth E. Ford(3)		—			—			—		—
Dennis M. Meany	U.S. Pension Plan	32.64		$	928,565	(5)	$	787,717	(5)	0
	Supplemental Retirement Plan	9.23		$	564,009		$	478,458		0

				$	1,492,574		$	1,266,175		0
Angelica T. Cantlon(3)	—	—			—			—		—
Richard A. O’Leary(3)	—	—			—			—		—
Robert M. Amen(3)	—	—			—			—		—
Steven J. Heaslip(4)	U.S. Pension Plan	6.81		$	0	(6)	$	108,402	(6)	0
	Supplemental Retirement Plan	11.81	(7)	$	557,449	(7)	$	414,365	(7)	0

				$	557,449		$	522,767		0

(1)

For participants in the U.S. Pension Plan and the Supplemental Retirement Plan as of December 31, 2009 (Mr. Mirzayantz and Mr. Meany), the amounts in this column assume benefit commencement at unreduced early retirement at age 62 (with at least 10 years of credited service) and otherwise were determined using interest rate, mortality and payment distribution assumptions consistent with those used in the Company’s financial statements.

(2)

For participants in the U.S. Pension Plan and the Supplemental Retirement Plan as of December 31, 2009 (Mr. Mirzayantz and Mr. Meany), the amounts in this column assume benefit commencement at normal retirement at age 65 and otherwise were determined using interest rate, mortality and payment distribution assumptions consistent with those used in the Company’s financial statements.

(3)	This executive is not eligible to participate in the U.S. Pension Plan, the Supplemental Retirement Plan or any other defined benefit plan because he or she commenced U.S. employment with the Company after January 1, 2006.

(4)	Benefits for this executive under the U.S. Pension Plan and Supplemental Retirement Plan were frozen as of December 31, 2007 because his age and service as of December 31, 2007 did not equal or exceed 70.

(5)	Amounts under the U.S. Pension Plan for this executive include frozen accumulated benefits under the BBA Plan.

(6)

Because Mr. Heaslip had not reached age 55 and had not completed 10 years of service under the U.S. Pension Plan when he separated from employment with the Company in 2009, he is not eligible for early retirement benefits under the U.S. Pension Plan. The amount in column (d1) is $0 because he cannot commence his pension benefit under this plan before age 65. The amount in column (d2) reflects the actuarial present value of his normal retirement benefit assuming benefit payment commencement at age 65, and was determined using interest rate, mortality and payment distribution assumptions consistent with those used in the Company’s financial statements.