SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ____________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of report (Date of earliest event reported)             March 7, 2006
                                                       ------------------------


                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


         New York                     1-4858                   13-1432060
--------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission            (I.R.S. Employer
  of Incorporation)                 File Number)           Identification No.)


521 West 57th Street, New York, New York                          10019
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)


Registrant's telephone number, including area code         (212) 765-5500
                                                     ---------------------------

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

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

Item 1.01.        Entry into a Material Definitive Agreement.

     Under the Company's Annual Incentive Plan ("AIP"),  each executive  officer
of the Company has an annual  incentive award target based on the achievement of
specific quantitative corporate and, with respect to certain executive officers,
regional  and/or  functional  performance  goals,  which are  determined  by the
Compensation  Committee of the Company's  Board of Directors (the  "Compensation
Committee").  At its meeting held on March 7, 2006, the  Compensation  Committee
approved  the  performance  criteria  for 2006  under the AIP.  These  corporate
performance  criteria are  derivatively  applied to certain  executive  officers
having regional and/or functional  responsibility.  Attached as Exhibit 10.1 are
the corporate performance criteria for 2006 under the AIP.

     Under the Company's  Long-Term  Incentive  Plan  ("LTIP"),  each  executive
officer of the Company has an award target for each three-year performance cycle
based on the achievement of specific  quantitative  corporate  performance goals
which are determined by the Compensation Committee. At its meeting held on March
7, 2006, the Compensation  Committee  approved the performance  criteria for the
2006-2008  cycle under the LTIP.  Attached as Exhibit  10.2 are the  performance
criteria for the 2006-2008  cycle under the LTIP. As part of its approval of the
Long Term Incentive Choice Program described below, the Board of Directors, upon
the recommendation of the Compensation  Committee,  determined that, if any LTIP
payouts  are to be made for the  2006-2008  cycle  and  thereafter,  subject  to
periodic review, half of the LTIP payout would be paid in cash and half would be
paid in Company stock.

     At its meeting held on March 7, 2006, the Compensation Committee,  with the
assistance of independent compensation  consultants,  determined to increase the
base salary of the Company's Chief Operating  Officer,  James Dunsdon,  who is a
named executive  officer in the Company's proxy  statement,  by 15.9% to reflect
competitive practices.

     At its  meeting  held on March 7, 2006,  the Board of  Directors,  upon the
recommendation  of  the  Compensation  Committee  and  with  the  assistance  of
independent  compensation  consultants,  approved a Long Term  Incentive  Choice
Program (the "Program") for the Company's senior  management under the Company's
2000 Stock Award and Incentive Plan ("2000 SAIP").  Under the Program,  eligible
participants  (including the Company's  executive  officers) will be entitled to
choose from three  alternative  types of equity  awards and will be granted such
equity awards under the 2000 SAIP up to a certain  dollar award value  depending
on the  participant's  grade level.  There is also a designated pool that may be
allocated among one or more participants  (including  executive  officers) which
could  result in such  participant(s)  receiving an award value in excess of the
Program values for the participant's grade level.  Participants may choose among
(i)  Purchased   Restricted  Stock,  (ii)  Stock  Settled   Appreciation  Rights
("SSAR's") and (iii) Restricted  Stock Units ("RSU's").  A participant may elect
all of one  alternative  or a combination  of two or three  alternatives  in 10%
increments  provided  a) the  sum  of  the  percentages  allotted  to all  three
alternatives equals 100% and b) the percentage allotted to RSU's does not exceed
50%. The  percentage  elected for each  alternative  will be  multiplied  by the
dollar  award value  granted to the  participant  and further  adjusted for risk
factors  associated  with the  three  grant  alternatives,  as  approved  by the
Compensation  Committee.  The resulting  dollar  values from each  participant's
election  will be used to  determine  how many  shares of each  alternative  the
participant  will  receive,  provided,  however,  that only whole shares will be
awarded.  If a  participant  fails to make an  election on a timely  basis,  the
participant  will  receive  all of his or her  award in the form of  SSAR's.  As
<PAGE>
approved  by the  Compensation  Committee,  grants  of equity  awards  under the
Program, based on participant elections,  are anticipated to be made on the date
of the Company's  Annual  Meeting of  Shareholders.  Attached as Exhibits  10.3,
10.4, 10.5 and 10.6,  respectively,  are the Long Term Incentive  Choice Program
Summary,  Form of Purchased  Restricted Stock  Agreement,  Form of Stock Settled
Appreciation Rights Agreement and Form of Restricted Stock Unit Agreement.

     At its meeting held on March 7, 2006,  the Board of  Directors  determined,
with the  assistance  of  independent  compensation  consultants,  to change the
annual cash fee for the Company's  lead  director  from $7,500 to $25,000,  with
such changes to take effect on the date of the Company's  2006 Annual Meeting of
Shareholders.  The Board determined not to change other elements of compensation
for directors who are not employees of the Company.

     At its meeting held on March 7, 2006,  the Board of Directors also approved
certain revisions to the target incentive percentages under the Company's Annual
Incentive Plan (the "AIP"). Under the AIP, certain eligible employees, including
the Company's executive  officers,  have an AIP award target set at a percentage
of the employee's base salary,  which the employee may be eligible to receive if
specific  quantitative  corporate and/or regional and/or functional  performance
goals are  achieved.  The Board  increased  the target AIP  percentages  for the
Company's senior management with respect to AIP awards that they may be eligible
to receive for 2006 and  thereafter,  subject to periodic  review.  These target
percentages  were  adjusted  primarily  to reflect  competitive  practices  more
closely.  With respect to the  Company's  executive  officers,  the targets were
increased as follows:

         Chief Operating Officer - AIP target was increased from 75% to 90% of
         base salary.

         Senior Vice President - AIP target was increased  from 45% to either
         50% or 60% of base salary  (depending on position).

         Vice President and equivalent - AIP target was increased from 35% to
         40% of base salary.

Item 9.01.        Financial Statements and Exhibits.

(c)      Exhibits


         10.1     Performance Criteria for 2006 under the Company's Annual
                  Incentive Plan

         10.2     Performance Criteria for the 2006-2008 Cycle under the
                  Company's Long-Term Incentive Plan

         10.3     Long Term Incentive Choice Program Summary

         10.4     Form of  International  Flavors & Fragrances  Inc. 2000 Stock
                  Award and Incentive  Plan Purchased Restricted Stock Agreement

         10.5     Form of  International  Flavors &  Fragrances  Inc. 2000 Stock
                  Award and  Incentive  Plan Stock Settled Appreciation Rights
                  Agreement

         10.6     Form of  International  Flavors & Fragrances  Inc. 2000 Stock
                  Award and Incentive Plan Restricted Stock Unit Agreement
<PAGE>

                                    SIGNATURE

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


                                INTERNATIONAL FLAVORS & FRAGRANCES INC.


Dated:  March 10, 2006             By:  /s/ Dennis M. Meany
                                   ________________________________
                                   Name:    Dennis M. Meany
                                   Title:   Senior Vice President, General
                                            Counsel and Secretary


<PAGE>

                                  EXHIBIT INDEX

Exhibit No.       Description
----------        -----------

   10.1           Performance Criteria for 2006 under the Company's Annual
                  Incentive Plan

   10.2           Performance Criteria for the 2006-2008 Cycle under the
                  Company's Long-Term Incentive Plan

   10.3           Long Term Incentive Choice Program Summary

   10.4           Form of  International  Flavors & Fragrances  Inc. 2000 Stock
                  Award and Incentive  Plan Purchased Restricted Stock Agreement

   10.5           Form of  International  Flavors &  Fragrances  Inc. 2000 Stock
                  Award and  Incentive  Plan Stock Settled Appreciation Rights
                  Agreement

   10.6           Form of  International  Flavors & Fragrances  Inc. 2000 Stock
                  Award and Incentive Plan Restricted Stock Unit Agreement

<PAGE>


                                                             EXHIBIT 10.1


                          Performance Criteria for 2006
                          ------------------------------
                    under the Company's Annual Incentive Plan
                   ------------------------------------------

     For 2006, the corporate  performance  criteria  under the Company's  Annual
Incentive Plan,  which criteria were approved by the  Compensation  Committee of
the  Company's   Board  of  Directors,   relate  to  increases  in  revenue  and
improvements in operating profit as a percentage of sales.





<PAGE>

                                                             EXHIBIT 10.2


                  Performance Criteria for the 2006-2008 Cycle
                  --------------------------------------------
                  under the Company's Long-Term Incentive Plan
                  --------------------------------------------

     For the  2006-2008  cycle,  the  performance  criteria  under the Company's
Long-Term  Incentive  Plan,  which  criteria were  approved by the  Compensation
Committee  of the  Company's  Board of  Directors,  relate  to  improvements  in
earnings per share and return on invested capital.

<PAGE>
                                                              Exhibit 10.3

 Long Term Incentive Choice Program Summary


 Overall Program Construct
 -------------------------

- There are two elements to the overall Long Term Incentive Program
- The first element is the Long Term Incentive Performance Plan and the second
element is the Equity Choice Program
- The structure of the program by Salary Grade is as follows:
<TABLE>
<CAPTION>
 -------------------------       ------------------------        -------------------------------------------
                                     LTI Performance                  Equity Choice Program Grant Value
                                                                 -------------------------------------------
           Tier                        Plan Target                    Min          Target         Max
 =========================       ========================        ===========================================
  <S>                                     <C>                          <C>          <C>            <C>
           CEO                        100% of base                    $975        $1,300        $1,625
            L                          80% of base                    $375          $500          $625
            K                          65% of base                    $300          $400          $500
            J                          60% of base                    $225          $300          $375
            I                          50% of base                    $150          $200          $250
            H                        40/50 % of base                   $75          $100          $125
 -------------------------       ------------------------        -------------------------------------------
                                                                                             ($1,000's)
</TABLE>


 LTI Performance Plan
 --------------------

- Three year performance cycle
- Payout in fourth year based on performance against EPS and ROIC targets
- Payout may range from 0 to 150% dependent upon performance
- Payment is in the form of 50% cash and 50% stock


 Equity Choice Program
 ---------------------

- Grant  values  determined  within  the  range  above  based on the  executives
performance against  pre-established  perfromance  criteria.  It is a 'zero sum'
allocation of awards.
- There is also a 'pool' of $485,000  (which has been funded by reducing the ECP
targets  above)  that the CEO may recommend to the Compensation Committee for
allocation in order to  differentiate  for top performers (such awards would be
additive to any award made in accordance with the above grid)
- Once the grant value is  determined,  the executive  allocates his grant value
between three forms of equity; Purchased Restricted Stock (PRS) at 50% discount;
Stock Settled Appreciation Rights (SSARs); or Restricted Stock Units (RSUs)
 - Each form of Equity is risk adjusted as follows:

              PRS -                     1.2   times allocation
              SSARs -                   1.0   times allocation
              RSUs -                    0.6   times allocation

 - The executive can allocate a maximum of 50% of his grant value to RSUs


 Treatment at Termination
 ------------------------

- For normal retirement or disability, all elements vest in the normal course
(or are accelerated upon death)
- For involuntary termination not for cause, all elements prorated based on time
served during the vesting period and elements then vest in the normal course
- For  involuntary  termination  for  cause or for  voluntary  termination,  all
elements forfeited (with respect to PRS, in the event of voluntary  termination,
the lesser of cash input or the dollar value of the stock is refunded)
<PAGE>

                                                                Exhibit 10.4

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                2000 Stock Award and Incentive Plan (the "Plan")

                      Purchased Restricted Stock Agreement

This Purchased  Restricted Stock Agreement (the "Agreement")  confirms the grant
on ______, 200_ (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC., a
New York corporation (the "Company"), to _____________________ ("Employee"), for
the purpose set forth in Section 1 of the Plan, of an Award of Restricted  Stock
(the "Restricted Stock"), as follows:

       Restricted Stock granted:     ______Shares

       Purchase Price per Share:     $______  per Share, being 50% of the fair
                                     market value thereof on the Grant Date

       Aggregate Purchase Price:     $________ (equal to the number of Shares
                                     granted times the Purchase Price per
                                     Share); the Company acknowledges receipt of
                                     the Purchase Price from Employee in cash,
                                     as of the Grant Date

       Restricted Stock Vests:       As to 100% of the Restricted Stock on the
                                     third anniversary of the Grant Date (the
                                     "Stated Vesting Date"), except that
                                     different vesting provisions may apply upon
                                     the occurrence of certain events specified
                                     in Section 3 or 5 hereof

The  Restricted  Stock is an award of shares of the Company's  Common Stock (the
"Common  Stock")  granted under Section 6(d) of the Plan,  and is subject to the
risk of  forfeiture  and  other  restrictions  specified  in the  Plan  and this
Agreement,  including  the Terms and  Conditions of Purchased  Restricted  Stock
attached  hereto.  The number and kind of shares of  Restricted  Stock and other
terms of the  Restricted  Stock are subject to  adjustment  in  accordance  with
Section 4 hereof and Section 11(c) of the Plan.

     Employee   acknowledges  and  agrees  that  (i)  the  Restricted  Stock  is
nontransferable, (ii) the Restricted Stock, and certain amounts of gain realized
upon vesting and delivery of the Shares,  is subject to  forfeiture in the event
Employee  fails to meet  applicable  requirements  relating to  non-competition,
confidentiality,  non-solicitation of customers, suppliers, business associates,
employees,   and  service  providers,   non-disparagement   and  cooperation  in
litigation with respect to the Company and its subsidiaries  and affiliates,  as
set forth in Section 7 hereof and Section 10 of the Plan,  (iii) the  Restricted
Stock is  subject  to  forfeiture  in the  event of  Employee's  Termination  of
Employment in certain  circumstances prior to vesting, as specified in Section 3
hereof, (iv) sales of shares delivered upon vesting of the Restricted Stock will
be subject to the Company's  policies  regulating trading by employees and (v) a
copy of the Plan and  related  prospectus  have  previously  been  delivered  to
Employee,  are being  delivered  to Employee or are  available  as  specified in
Section 1 hereof.

     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.

Employee                            INTERNATIONAL FLAVORS &
                                    FRAGRANCES INC.

___________________________         By:_______________________________
                                         Dennis M. Meany
                                         Senior Vice President, General Counsel
                                         and Secretary

<PAGE>

               TERMS AND CONDITIONS OF PURCHASED RESTRICTED STOCK

     The following Terms and Conditions apply to the Restricted Stock granted to
Employee  by  INTERNATIONAL  FLAVORS  &  FRAGRANCES  INC.  (the  "Company"),  as
specified in the Purchased  Restricted Stock Agreement (of which these Terms and
Conditions form a part).  Certain terms of the Restricted  Stock,  including the
number of Shares  granted,  Purchase  Price per Share and vesting date,  are set
forth on the preceding pages.

     1. General. The Restricted Stock is granted to Employee under the Company's
2000 Stock Award and Incentive  Plan (the "Plan"),  a copy of which is available
for review,  along with other documents  constituting  the  "prospectus" for the
Plan, on the Company's intranet site at One IFF/Corporate/Law Department. All of
the  applicable  terms,   conditions  and  other  provisions  of  the  Plan  are
incorporated by reference  herein.  Capitalized terms used in this Agreement but
not defined  herein shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this document and mandatory provisions of the
Plan,  the  provisions  of the  Plan  govern.  By  accepting  the  grant  of the
Restricted Stock, Employee agrees to be bound by all of the terms and provisions
of the Plan (as presently in effect or later amended), the rules and regulations
under the Plan adopted from time to time,  and the decisions and  determinations
of the Company's  Compensation  Committee  (the  "Committee")  made from time to
time,  provided  that no such Plan  amendment,  rule or  regulation or Committee
decision or  determination  shall  materially and adversely affect the rights of
the Employee with respect to outstanding Restricted Stock without the consent of
Employee.

     2.  Nontransferability.  Until such time as the Restricted Stock has become
vested in accordance with the terms of this Agreement, Employee may not transfer
Restricted  Stock or any rights  hereunder to any third party other than by will
or the laws of descent and distribution.  This restriction on transfer precludes
any sale, assignment,  pledge, or other encumbrance or disposition of the shares
of Restricted Stock (except for forfeitures to the Company).

     3. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Restricted Stock in the event of Employee's Termination of
Employment (as defined below), provided that the Committee retains its powers to
accelerate  vesting or modify these terms  subject to the consent of Employee in
the case of a modification materially adverse to Employee:

     (a) Voluntary  Resignation and Termination by the Company for Cause. In the
event of  Employee's  Termination  of Employment  due to his or her  voluntarily
resignation  (other than a Normal or Early Retirement  governed by clause (b) or
(c) below) or  Termination  of  Employment  by the Company for Cause (as defined
below), all unvested Restricted Stock will be immediately forfeited.

     (b) Disability or Normal Retirement. In the event of Employee's Termination
of Employment  due to Disability  (as defined  below) or Normal  Retirement  (as
defined below),  Employee's unvested Restricted Stock will not be forfeited, but
will remain outstanding and will become vested at the applicable date under this
Agreement  as though  Employee  had not had such a  Termination  of  Employment;
provided that Employee shall forfeit the unvested Restricted Stock if during the
period  following  Termination of Employment up to the date of vesting  Employee
engages in activity  that results in a Forfeiture  Event set forth in Section 10
of the  Plan.  Employee  acknowledges  that  the  Committee  has  relied  on the
discretion granted to it under Section 10(d) of the Plan in requiring forfeiture
upon  occurrence of a Forfeiture  Event during the  applicable  post-Termination
period.

     (c)  Termination by the Company Not for Cause or Early  Retirement.  In the
event of  Employee's  Termination  of Employment by the Company not for Cause or
Employee's Early Retirement, the following rules apply:
          -    A pro rata portion of Employee's then unvested  Restricted  Stock
               will not be  forfeited,  but  will  remain  outstanding  and will
               become  vested at the  applicable  date under this  Agreement  as
               though  Employee had not had such a  Termination  of  Employment.
               This pro rata  portion  will be  determined  by  multiplying  the
               number of unvested  Shares of Restricted  Stock by a fraction the
               numerator  of which is the  number of days from the Grant Date to
               the  date  of  Employee's   Termination  of  Employment  and  the
               denominator  of which is  1,095;  provided  that  Employee  shall
<PAGE>
               forfeit  the  unvested  Restricted  Stock if  during  the  period
               following  Termination  of  Employment  up to the date of vesting
               Employee  engages in activity that results in a Forfeiture  Event
               set forth in Section 10 of the Plan.  Employee  acknowledges that
               the  Committee has relied on the  discretion  granted to it under
               Section 10(d) of the Plan in requiring forfeiture upon occurrence
               of a  Forfeiture  Event  during the  applicable  post-Termination
               period.
          -    Employee's  Shares of Restricted Stock that had not become vested
               before such  Termination of Employment and which are not included
               in the pro rata  portion  subject to  continued  vesting  will be
               immediately forfeited.

     (d) Death.  In the event of Employee's  Termination  of  Employment  due to
death or the death of  Employee  following  Termination  but prior to vesting of
Restricted  Stock  not  otherwise  forfeited   hereunder,   Employee's  unvested
Restricted Stock will not be forfeited but will become immediately vested.

          (e) Certain Definitions.  The following definitions apply for purposes
     of this Agreement:

               (i) "Cause" has the meaning as defined in the Company's Executive
          Separation Policy or any successor policy thereto, as in effect at the
          time of Employee's Termination of Employment.

               (ii)  "Disability"  means  a  disability  entitling  Employee  to
          long-term disability benefits under the Company's long-term disability
          policy  as  in  effect  at  the  date  of  Employee's  termination  of
          employment,  upon written evidence of such permanent disability from a
          medical doctor in a form satisfactory to the Company.

               (iii) "Early  Retirement"  means  Termination  of  Employment  by
          either the Company or Employee  after Employee has attained age 55 and
          before  he or she has  attained  age 62 if at the time of  Termination
          Employee has ten or more years in the employ of the Company and/or its
          subsidiaries.

               (iv) "Normal  Retirement"  means  Termination  of  Employment  by
          either the Company or Employee after Employee has attained age 62.

               (v) "Termination of Employment" means the event by which Employee
          ceases to be employed by the Company or any  subsidiary of the Company
          and,  immediately   thereafter,   is  not  employed  by  or  providing
          substantial  services  to any of the  Company or a  subsidiary  of the
          Company.  If Employee  is granted a leave of absence  for  military or
          governmental  service or other purposes  approved by the Board,  he or
          she shall be considered as continuing in the employ of the Company, or
          of a subsidiary  of the Company,  for the purpose of this  subsection,
          while on such authorized leave of absence.

     4. Dividends and Distributions and Adjustments.

     (a) Dividends and Distributions. Employee shall be entitled to receive with
respect to the  Restricted  Stock all  dividends  and  distributions  payable on
Common Stock  (including for this purpose any forward stock split) if and to the
extent that he is the record owner of such  Restricted  Stock on any record date
for such a dividend or  distribution  and he has not forfeited  such  Restricted
Stock on or before the payment date for such dividend or  distribution,  subject
to the  following  terms and  conditions  (except as  provided  in Section  4(b)
below):

          (i)  In the event of a cash  dividend or cash  distribution  on Common
               Stock other than an extraordinary dividend or distribution with a
               per-Share value at the payment date exceeding 8% of the then Fair
               Market Value of a Share,  such dividend or distribution  shall be
               paid in cash to Employee and shall be non-forfeitable;

          (ii) In the event of any non-cash dividend or distribution in the form
               of property other than Common Stock payable on Common Stock, such
               as  shares  of a  subsidiary  of  the  Company  distributed  in a
               spin-off, the Company shall retain in its custody the property so
               distributed  in respect of  Employee's  Restricted  Stock,  which
<PAGE>
               property  thereafter will become vested if and to the same extent
               as the  original  Restricted  Stock  with  respect  to which  the
               property  was  distributed  becomes  vested and, to the  greatest
               extent  practicable,  shall be  subject  to all  other  terms and
               conditions as applied to the original Restricted Stock, including
               in the event of any dividends or distributions paid in respect of
               such  property or with respect to the  placement of any legend on
               certificate(s) or documents representing such property; provided,
               however,  that any dividend or distribution of rights that expire
               before  the  applicable  vesting  date will be  unrestricted  and
               exercisable by Employee in accordance with their terms;

          (iii)In the event of a dividend or  distribution in the form of Common
               Stock or split-up of shares, the Common Stock issued or delivered
               as such dividend or  distribution or resulting from such split-up
               will be deemed to be additional  Restricted Stock and will become
               vested if and to the same extent as the original Restricted Stock
               with  respect to which the dividend or  distribution  was payable
               becomes  vested,  and shall be  subject  to all  other  terms and
               conditions as applied to the original Restricted Stock; and

          (iv) In the event of an  extraordinary  cash dividend or  distribution
               not payable under clause (i) above, the amount of such cash shall
               be deemed  reinvested in additional  Restricted Stock at the Fair
               Market  Value of Shares on the payment  date,  and the  resulting
               Restricted  Stock will become vested if and to the same extent as
               the original  Restricted Stock with respect to which the dividend
               or distribution was payable becomes vested,  and shall be subject
               to all other  terms and  conditions  as applied  to the  original
               Restricted Stock.

     (b)  Adjustments.  The  number and kind of shares of  Restricted  Stock and
other terms and  conditions of Restricted  Stock or otherwise  contained in this
Agreement,  including the Purchase  Price per Share (for purposes of Section 6),
shall be appropriately  adjusted, in order to prevent dilution or enlargement of
Employee's rights hereunder, to reflect any changes in the number of outstanding
shares of Common Stock  resulting from any event referred to in Section 11(c) of
the Plan,  taking into  account any  Restricted  Stock or other  amounts paid or
credited to Employee in connection with such event under Section 4(a) hereof, in
the sole  discretion of the Committee.  In addition,  the Committee may vary the
treatment of any dividend or distribution  as specified under Section  4(a)(ii),
(iii) or (iv),  in its  discretion.  The Committee may determine how to treat or
settle any fractional share resulting under this Agreement.

     5. Change in Control Provisions. The provisions of Section 9(a) of the Plan
shall apply to the Restricted Stock, such that vesting of Restricted Stock shall
accelerate upon a Change in Control.

     6. Refund of Purchase  Price Upon  Forfeiture.  In the event of  Employee's
forfeiture  of  Restricted  Stock  under  Section 3, the  Company  will repay to
Employee,  for each Share of Restricted Stock forfeited,  an amount equal to the
lesser of the Purchase Price per Share (subject to any adjustment  under Section
4(b)) or 100% of the Fair Market Value of a Share at the date of forfeiture.  In
the case of any forfeiture  under Section 7, a refund will be paid calculated as
the greater of the amount determined under this Section 6 or the amount, if any,
payable under Section 10 of the Plan.


     7. Additional Forfeiture Provisions.  Employee agrees that, by signing this
Agreement  and  accepting  the grant of the  Restricted  Stock,  the  forfeiture
conditions  set forth in Section 10 of the Plan  shall  apply to the  Restricted
Stock and to gains realized upon the vesting of the Restricted Stock.

     8. Other Terms of Restricted Stock.

     (a) Voting and Other Shareholder Rights. Employee shall be entitled to vote
Restricted  Stock on any matter  submitted to a vote of holders of Common Stock,
and  shall  have all other  rights of a  shareholder  of the  Company  except as
expressly limited by this Agreement.

     (b) Employee Representations and Warranties Upon Vesting. As a condition to
the vesting of Restricted  Stock,  the Company may require  Employee to make any
representation  or  warranty  to  the  Company  as  may be  required  under  any
applicable law or regulation,  and to make a representation and warranty that no
Forfeiture  Event has occurred or is contemplated  within the meaning of Section
10 of the Plan.
<PAGE>

     (c)  Certificates/DRS.  Restricted  Stock shall be evidenced by issuance of
one  or  more  certificates  or  in  certificate-less   form  under  the  Direct
Registration System ("DRS") established by the Company, in the name of Employee,
bearing  an  appropriate  legend  referring  to  the  terms,   conditions,   and
restrictions  applicable hereunder,  and shall remain in the physical custody of
the  General  Counsel  of the  Company or his  designee  until such time as such
Shares of Restricted Stock have been vested and the restrictions  hereunder have
therefore  lapsed.  In  addition,  Restricted  Stock  shall be  subject  to such
stop-transfer  orders and other  restrictive  measures as the General Counsel of
the Company shall deem advisable under federal or state  securities  laws, rules
and regulations thereunder,  and the rules of the New York Stock Exchange, or to
implement the terms,  conditions  and  restrictions  hereunder,  and the General
Counsel may cause a legend or legends to be placed on any such  certificates  or
DRS  accounts  to  make  appropriate  reference  to the  terms,  conditions  and
restrictions hereunder.

     (d) Stock Powers. Employee agrees to execute and deliver to the Company one
or more stock powers,  in such form as may be specified by the General  Counsel,
authorizing  the  transfer  of the  Restricted  Stock to the  Company,  upon the
request of the Company.

     (e)  Mandatory  Tax  Withholding.   Unless  otherwise   determined  by  the
Committee,  at the time of settlement  the Company will withhold from any Shares
deliverable  to Employee,  in  accordance  with Section  11(d) of the Plan,  the
number of shares  having a value  nearest to, but not  exceeding,  the amount of
income  taxes,  employment  taxes or other  withholding  amounts  required to be
withheld under applicable local laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing  authorities.  Employee will
be responsible  for any taxes relating to the Restricted  Stock not satisfied by
means of such mandatory withholding.

     (f) Employee  Consent.  By signing  this  Agreement,  Employee  voluntarily
acknowledges  and consents to the  collection,  use,  processing and transfer of
personal  data as  described in this  Section  8(f).  Employee is not obliged to
consent to such  collection,  use,  processing  and  transfer of personal  data;
however,  failure to  provide  the  consent  may  affect  Employee's  ability to
participate in the Plan. The Company and its subsidiaries  hold, for the purpose
of managing and  administering  the Plan,  certain  personal  information  about
Employee,  including Employee's name, home address and telephone number, date of
birth, social security number or other employee  identification  number, salary,
nationality,  job  title,  any  shares  of  stock or  directorships  held in the
Company,  and details of all options or any other entitlement to shares of stock
awarded,  canceled,  purchased,  vested,  unvested or  outstanding in Employee's
favor  ("Data").  The Company and/or its  subsidiaries  will transfer Data among
themselves as necessary for the purpose of  implementation,  administration  and
management of Employee's participation in the Plan and the Company and/or any of
its subsidiaries  may each further transfer Data to any third parties  assisting
the Company in the  implementation,  administration  and management of the Plan.
These  recipients  may be located in the European  Economic  Area,  or elsewhere
throughout the world,  such as the United States.  Employee  authorizes  them to
receive,  possess,  use,  retain and transfer the Data,  in  electronic or other
form, for the purposes of implementing,  administering  and managing  Employee's
participation in the Plan,  including any requisite transfer of such Data as may
be required for the  administration of the Plan and/or the subsequent holding of
shares on Employee's  behalf to a broker or other third party with whom Employee
may elect to deposit any shares acquired pursuant to the Plan.  Employee may, at
any time,  review Data,  require any necessary  amendments to it or withdraw the
consents  herein in writing by  contacting  the  Company;  however,  withdrawing
consent may affect Employee's ability to participate in the Plan.

     (g)  Voluntary  Participation.  Employee's  participation  in the  Plan  is
voluntary.  The  value  of the  Restricted  Stock  is an  extraordinary  item of
compensation.  As such, the  Restricted  Stock is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments,  bonuses,  long-service  awards,  pension or retirement
benefits  or similar  payments.  Rather,  the  awarding of  Restricted  Stock to
Employee under the Plan represents a mere investment opportunity.

     (h) Consent to Electronic Delivery.  EMPLOYEE HEREBY CONSENTS TO ELECTRONIC
DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO
THE PLAN (COLLECTIVELY, THE "PLAN DOCUMENTS"). THE COMPANY WILL DELIVER THE PLAN
DOCUMENTS ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS
INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC  DELIVERY AS DETERMINED BY THE
<PAGE>
COMPANY IN ITS SOLE  DISCRETION.  THE  COMPANY  WILL SEND TO  EMPLOYEE AN E-MAIL
ANNOUNCEMENT WHEN A NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE'S
REVIEW,  DOWNLOAD OR PRINTING  AND WILL PROVIDE  INSTRUCTIONS  ON WHERE THE PLAN
DOCUMENT  CAN BE FOUND.  UNLESS  OTHERWISE  SPECIFIED IN WRITING BY THE COMPANY,
EMPLOYEE   WILL  NOT  INCUR  ANY  COSTS  FOR   RECEIVING   THE  PLAN   DOCUMENTS
ELECTRONICALLY  THROUGH THE COMPANY'S  COMPUTER NETWORK.  EMPLOYEE WILL HAVE THE
RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN  REQUEST
FOR A PAPER COPY TO THE ADDRESS  SPECIFIED IN SECTION 10(d)  HEREOF.  EMPLOYEE'S
CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN  DOCUMENTS  WILL BE VALID AND REMAIN
EFFECTIVE UNTIL THE EARLIER OF (I) THE  TERMINATION OF EMPLOYEE'S  PARTICIPATION
IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE'S CONSENT TO ELECTRONIC DELIVERY
OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE
RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO  ELECTRONIC  DELIVERY OF THE
PLAN  DOCUMENTS  BY  SENDING  A  WRITTEN  NOTICE OF  WITHDRAWAL  TO THE  ADDRESS
SPECIFIED IN SECTION 10(d) HEREOF.  IF EMPLOYEE  WITHDRAWS HIS OR HER CONSENT TO
ELECTRONIC  DELIVERY,  THE COMPANY WILL RESUME  SENDING PAPER COPIES OF THE PLAN
DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE.
EMPLOYEE  ACKNOWLEDGES  THAT HE OR SHE IS ABLE TO  ACCESS,  VIEW AND  RETAIN  AN
E-MAIL ANNOUNCEMENT  INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN
EITHER  HTML,  PDF OR SUCH OTHER  FORMAT AS THE COMPANY  DETERMINES  IN ITS SOLE
DISCRETION.

     10. Miscellaneous.

     (a) Binding Agreement;  Written Amendments. This Agreement shall be binding
upon the heirs,  executors,  administrators and successors of the parties.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the Restricted  Stock,  and  supersedes  any prior  agreements or documents with
respect  thereto.  No amendment or alteration of this Agreement which may impose
any additional  obligation upon the Company shall be valid unless expressed in a
written  instrument duly executed in the name of the Company,  and no amendment,
alteration,  suspension or termination  of this  Agreement  which may materially
impair the rights of  Employee  with  respect to the  Restricted  Stock shall be
valid unless expressed in a written instrument executed by Employee.

     (b) No Promise of Employment. The Restricted Stock and the granting thereof
shall not constitute or be evidence of any agreement or  understanding,  express
or implied,  that  Employee has a right to continue as an officer or employee of
the Company for any period of time, or at any particular  rate of  compensation.
Employee  acknowledges  and agrees that the Plan is  discretionary in nature and
limited  in  duration,  and may be  amended,  cancelled,  or  terminated  by the
Company,  in its  sole  discretion,  at any  time,  provided,  however  that any
outstanding Restricted Stock shall not be materially and adversely affected. The
grant of  Restricted  Stock  under the Plan is a one-time  benefit  and does not
create any contractual or other right to receive a grant of restricted  stock or
other equity awards or benefits in lieu of equity  awards in the future.  Future
grants,  if any, will be at the sole discretion of the Company,  including,  but
not  limited  to,  the timing of any  grant,  the  number of Shares and  vesting
provisions.

     (d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS AGREEMENT
SHALL BE DETERMINED  IN  ACCORDANCE  WITH THE LAWS  (INCLUDING  THOSE  GOVERNING
CONTRACTS)  OF THE STATE OF NEW YORK,  WITHOUT  GIVING  EFFECT TO  PRINCIPLES OF
CONFLICTS OF LAWS,  AND  APPLICABLE  FEDERAL LAW. The  Restricted  Stock and the
granting  thereof are subject to the Employee's  compliance  with the applicable
law of the jurisdiction of Employee's employment.

     (e) Notices.  Any notice to be given the Company under this Agreement shall
be  addressed  to the  Company  at 521 West 57th  Street,  New  York,  NY 10019,
attention:  Corporate  Secretary,  and  any  notice  to the  Employee  shall  be
addressed to the Employee at Employee's address as then appearing in the records
of the Company.
<PAGE>
                                                                Exhibit 10.5

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                2000 Stock Award and Incentive Plan (the "Plan")
                   Stock-Settled Appreciation Rights Agreement

     This Stock-Settled Appreciation Rights Agreement (the "Agreement") confirms
the grant on ____________,  200_ (the "Grant Date") by  INTERNATIONAL  FLAVORS &
FRAGRANCES  INC.,  a  New  York  corporation  (the  "Company"),   to  __________
("Employee"),  for the  purpose  set forth in  Section  1 of the Plan,  of stock
appreciation  rights (the "SARs") covering shares of the Company's Common Stock,
par value  $.12-1/2  per share (the  "Shares"),  pursuant to Section 6(c) of the
Plan, as follows:

Shares covered by SARs:       ______Shares

Base Price (akin to           $______  per Share, being the fair market value
exercise price):              thereof on the Grant Date

SARs vest and become          As to 100%  of the Shares covered by the SARs on
exercisable:                  the third anniversary of the Grant Date, except
                              that different vesting and exercisability
                              provisions may pply upon the occurrence of certain
                              events specified in Section 5 or 6 hereof

Expiration Date:              The seventh anniversary of the Grant Date (at the
                              close of business) (the "Stated Expiration Date")
                              or, in the event Employee's employment by the
                              Company or its subsidiaries earlier terminates,
                              then at the date the SARs expire or cease to be
                              exercisable as provided under Section 5 hereof,
                              or, in the event of a Change in Control, as
                              provided in Section 6

Payment to Employee Upon      Upon exercise of SARs, Employee shall be entitled
Exercise:                     to receive payment in Shares determined by the
                              following formula:

                                     Shares = ((FMV - Base Price) * SARs
                                              Exercised) / FMV

                               Where:   "Shares" is the number of Shares to be
                                        delivered
                                        "FMV" is the Fair Market Value of a
                                        Share at the exercise date
                                        "Base Price" is as set forth above
                                        "SARs Exercised" is the number of Shares
                                         covered by the SARs then being
                                         exercised
                                        "*" means "multiplied by"
                                        "/ " means "divided by"

Other Exercise Conditions     SARs may only be exercised at a date that the Fair
                              Market Value of a Share exceeds the Base Price,
                              and only if the SARs are otherwise exercisable at
                              such date.  If, on the date the SARs expire or
                              terminate, both conditions in the preceding
                              sentence have been met, the SARs shall be
                              automatically exercised.


The SARs are subject to the terms and conditions of the Plan and this Agreement,
including the Terms and Conditions of Stock  Appreciation  Rights Grant attached
hereto. The number and kind of shares purchasable and the Base Price are subject
to adjustment in accordance with Section 11(c) of the Plan.

     Employee  acknowledges  and agrees  that (i) the SARs are  nontransferable,
except as provided in Section 4 hereof and Section  11(b) of the Plan,  (ii) the
SARs,  and certain  amounts of gain  realized  upon  exercise  of the SARs,  are
subject  to  forfeiture  in  the  event  Employee   fails  to  meet   applicable
requirements relating to non-competition,  confidentiality,  non-solicitation of
customers,  suppliers,  business  associates,  employees and service  providers,
non-disparagement  and cooperation in litigation with respect to the Company and
its subsidiaries and affiliates, as set forth in Section 7 hereof and Section 10
<PAGE>
of the Plan, (iii) the SARs are subject to forfeiture in the event of Employee's
termination of employment in certain circumstances, as provided in Section 10 of
the Plan and  Section 5 hereof,  (iv)  sales of Shares  will be  subject  to the
Company's policies regulating securities trading by employees and the securities
laws of the United States and (v) a copy of the Plan and related prospectus have
previously  been delivered to Employee,  are being  delivered to Employee or are
available as specified in Section 1 hereof.

     IN WITNESS WHEREOF, International Flavors & Fragrances Inc. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  as of the Grant Date, both parties  intending
to be legally bound hereby.

Employee                                INTERNATIONAL FLAVORS &
                                        FRAGRANCES INC.


_____________________________           By:__________________________________
                                             Dennis M. Meany
                                             Senior Vice President, General
                                             Counsel & Secretary
<PAGE>



             TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS GRANT

     The following Terms and Conditions apply to the SARs granted to Employee by
INTERNATIONAL  FLAVORS & FRAGRANCES  INC. (the  "Company"),  as specified on the
preceding  page.  Certain  specific  terms of the SARs,  including the number of
shares  purchasable,  vesting and expiration  dates, and the Base Price, are set
forth on the preceding page.

     1. General. The SARs are granted to Employee under the Company's 2000 Stock
Award and Incentive Plan (the "Plan"),  a copy of which is available for review,
along with other documents  constituting  the  "prospectus" for the Plan, on the
Company's intranet site at One IFF/Corporate/Law  Department.  All of the terms,
conditions  and  other  provisions  of the Plan are  incorporated  by  reference
herein.  Capitalized  terms used in this Agreement but not defined herein (or in
the preceding page) shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this document and mandatory provisions of the
Plan,  the  provisions  of the Plan govern.  By accepting the grant of the SARs,
Employee  agrees to be bound by all of the terms and  provisions of the Plan (as
presently  in effect or later  amended),  rules and  regulations  under the Plan
adopted from time to time,  and  decisions and  determinations  of the Company's
Compensation  Committee (the "Committee") made from time to time,  provided that
no  such  Plan   amendment,   rule  or  regulation  or  Committee   decision  or
determination  shall  materially and adversely affect the rights of the Employee
with respect to the SARs without Employee's consent.

     2.  Right  to  Exercise  SARs.  Subject  to  all  applicable  laws,  rules,
regulations and the terms of the Plan and this Agreement,  Employee may exercise
the SARs if and to the extent it has become vested and exercisable but not after
the Stated Expiration Date of the SARs.

     3. Method of Exercise.  To exercise the SARs, unless otherwise permitted by
the  Company,  Employee  must give  written  notice to the Company or its agent,
which notice shall  specifically  refer to this  Agreement,  state the number of
Shares  as to which the SARs are  being  exercised,  the name in which he or she
wishes the Shares to be issued, and be signed by Employee. Once Employee gives a
valid  notice  of  exercise,  such  notice  may not be  revoked.  When  Employee
exercises the SARs, or part thereof, the Company will transfer Shares (or make a
certificate-less  credit)  to  Employee's  brokerage  account  at  a  designated
securities  brokerage firm or otherwise deliver Shares to Employee.  No Employee
or Beneficiary  shall have at any time any rights with respect to shares covered
by this Agreement prior to issuance of certificates (or certificate-less credit)
therefor  following  exercise of the SARs as provided above. No adjustment shall
be made for  dividends or other rights for which the record date is prior to the
date of issue of such stock  certificates  (or credit).  If any fractional Share
would be deliverable  upon exercise,  after taking into account  withholding for
mandatory  taxes in accordance  with Section 9(a),  the Company will pay cash in
lieu of delivery of such fractional Share or will use such cash to apply towards
withholding for taxes.

     4. Transferability. Except to the extent permitted under and subject to the
conditions  of  Section  11(b) of the  Plan,  the SARs  may not be  assigned  or
transferred in any way by the Employee,  except at the Employee's  death, by his
or her will or pursuant to the applicable laws of descent and distribution or to
his or her designated Beneficiary, and in the event of his or her death the SARs
shall be exercisable as provided in Section 5 hereof.  If Employee shall attempt
to make such prohibited  assignment or transfer,  the unexercised portion of the
SARs shall be null and void and the  Company  shall  have no  further  liability
hereunder.

     5.  Termination  Provisions.  The  following  provisions  will  govern  the
vesting,  exercisability  and  expiration of the SARs in the event of Employee's
Termination  of  Employment  (as defined  below);  provided  that the  Committee
retains its powers to  accelerate  vesting or modify these terms  subject to the
consent  of  Employee  in the  case  of a  modification  materially  adverse  to
Employee:

     (a) Exercise While Employed;  Voluntary  Resignation and Termination by the
Company for Cause. Except as provided in this Section 5, Employee shall have the
right to  exercise  the SARs only so long as he or she  remains in the employ of
the Company or a subsidiary of the Company, including a subsidiary which becomes
such after the date of this Agreement.  Accordingly,  in the event of Employee's
Termination of Employment due to his or her voluntarily  resignation (other than
a Normal or Early Retirement governed by clause (b) or (c) below) or Termination
<PAGE>
of  Employment  by the Company for Cause (as defined  below),  all unvested SARs
will be  immediately  forfeited,  and all  vested  SARs  (i)  will  cease  to be
exercisable  and will  terminate on the date three months after  Termination  of
Employment due to such Voluntary  Resignation  (but in no event after the Stated
Expiration  Date)  and (ii)  will  cease to be  exercisable  and will  terminate
immediately in the case of a Termination by the Company for Cause.

     (b) Disability or Normal Retirement. In the event of Employee's Termination
of Employment  due to Disability  (as defined  below) or Normal  Retirement  (as
defined below), the following rules will apply:
     -    Employee's  unvested  SARs  will not be  forfeited,  but  will  remain
          outstanding  and will become  exercisable at the applicable date under
          this  Agreement as though  Employee had not had such a Termination  of
          Employment;  provided  that, in the case of  Termination of Employment
          due to Disability  or Normal  Retirement,  Employee  shall forfeit the
          unvested SARs if during the period following Termination of Employment
          up to the date of vesting Employee engages in activity that results in
          a  Forfeiture  Event set  forth in  Section  10 of the Plan.  Employee
          acknowledges  that the Committee has relied on the discretion  granted
          to it under  Section  10(d) of the Plan in requiring  forfeiture  upon
          occurrence   of   a   Forfeiture    Event   during   the    applicable
          post-Termination period.
     -    Unless  forfeited,   Employee's  SARs  shall  remain  outstanding  and
          exercisable  until the Stated  Expiration Date, at which date the SARs
          will cease to be exercisable and will  terminate,  except as otherwise
          provided herein.

     (c)  Termination by the Company Not for Cause or Early  Retirement.  In the
event of  Employee's  Termination  of Employment by the Company not for Cause or
Employee's Early Retirement, the following rules apply:

     -    A pro rata  portion  of  Employee's  then  unvested  SARs  will not be
          forfeited,  but will remain outstanding and will become exercisable at
          the applicable  date under this  Agreement as though  Employee had not
          had such a Termination  of  Employment.  This pro rata portion will be
          determined  by  multiplying  the  number  of such  unvested  SARs by a
          fraction  the  numerator of which is the number of days from the Grant
          Date to the  date of  Employee's  Termination  of  Employment  and the
          denominator  of which is 1,095;  provided that Employee  shall forfeit
          the  unvested  SARs if during  the  period  following  Termination  of
          Employment up to the date of vesting Employee engages in activity that
          results  in a  Forfeiture  Event set forth in  Section 10 of the Plan.
          Employee  acknowledges that the Committee has relied on the discretion
          granted to it under Section 10(d) of the Plan in requiring  forfeiture
          upon   occurrence  of  a  Forfeiture   Event  during  the   applicable
          post-Termination period.
     -    Employee's SARs that had not become vested before such  Termination of
          Employment  and are not  included in the pro rata  portion  subject to
          continued vesting will be immediately forfeited.
     -    Employee's  SARs that were vested at the time of such  Termination  of
          Employment and those that thereafter  become vested under this Section
          5(c)  shall  remain  outstanding  and  exercisable  until  the  Stated
          Expiration  Date, at which date the SARs will cease to be  exercisable
          and will terminate.

     (d) Death.  In the event of Employee's  Termination  of  Employment  due to
death or death of Employee  following  Termination  but prior to vesting of SARs
not  otherwise  forfeited  hereunder,  Employee's  unvested  SARs  will  not  be
forfeited but will become  immediately  vested and  exercisable,  and all vested
SARs shall remain  outstanding and exercisable until the Stated Expiration Date,
at which date the SARs will cease to be exercisable and will  terminate,  except
as  otherwise  provided  herein.  Any SARs  exercisable  under this Section 5(d)
following Employee's death may be exercised by Employee's legal  representative,
distributee, legatee or designated Beneficiary, as the case may be.

     (e) Certain  Definitions.  The following  definitions apply for purposes of
this Agreement:

          (i)  "Cause"  has the  meaning as defined in the  Company's  Executive
     Separation Policy or any successor policy thereto, as in effect at the time
     of Employee's Termination of Employment.

          (ii) "Disability"  means a disability  entitling Employee to long-term
     disability benefits under the Company's  long-term  disability policy as in
     effect at the date of Employee's  termination of  employment,  upon written
     evidence  of such  permanent  disability  from a  medical  doctor in a form
<PAGE>
     satisfactory to the Company.

          (iii) "Early Retirement" means Termination of Employment by either the
     Company or Employee after Employee has attained age 55 and before he or she
     has attained age 62 if at the time of Termination  Employee has ten or more
     years in the employ of the Company and/or its subsidiaries.

          (iv) "Normal Retirement" means Termination of Employment by either the
     Company or Employee after Employee has attained age 62.

          (v)  "Termination  of  Employment"  means the event by which  Employee
     ceases to be employed by the Company or any  subsidiary of the Company and,
     immediately  thereafter,  is  not  employed  by  or  providing  substantial
     services to any of the Company or a subsidiary of the Company.  If Employee
     is granted a leave of absence for military or governmental service or other
     purposes approved by the Board, he or she shall be considered as continuing
     in the employ of the Company,  or of a subsidiary  of the Company,  for the
     purpose of this subsection, while on such authorized leave of absence.

     6. Change in Control  Provisions.  The  provisions of Section 9 of the Plan
shall not apply to the SARs, except as specifically  provided in this Section 6.
In the event of a Change in Control (as  defined in Section 9 of the Plan),  the
SARs, if not previously  forfeited,  will be fully vested and  exercisable for a
period of 90-days commencing at the date of the Change in Control,  during which
period Employee may elect to receive,  instead of shares upon exercise,  cash in
an amount  equal to (i) the Fair Market Value of a Share at the date of exercise
minus the Base Price per share of the SARs times (ii) the number of shares  that
remained  subject to the SARs  (whether or not vested) at the time of the Change
in Control (this payment will be required only if it is a positive amount). Such
cash  payment  shall  be made in a lump  sum at the  date  of  exercise.  At the
expiration of such 90-day period following the Change in Control,  Employee will
have no further rights with respect to the SARs, which thereupon will terminate.

     7. Forfeiture  Provisions.  Employee agrees that, by signing this Agreement
and  accepting the grant of the SARs,  the  forfeiture  conditions  set forth in
Section 5(b) hereof and in Section 10 of the Plan shall apply to the SARs and to
gains realized upon the exercise of the SARs (in addition to the requirements of
Section 5(b) and (c) applicable during any period of continued vesting following
Termination of Employment).

     8. Employee Representations and Warranties, Consents and Acknowledgements.

     (a) As a condition  to the  exercise  of the SARs,  the Company may require
Employee  to make  any  representation  or  warranty  to the  Company  as may be
required under any applicable  law or regulation,  and to make a  representation
and warranty that no Forfeiture Event has occurred or is contemplated within the
meaning of Section 5(b) hereof and Section 10 of the Plan.

     (b) By  signing  this  Agreement,  Employee  voluntarily  acknowledges  and
consents to the  collection,  use  processing  and transfer of personal  data as
described  in this  clause  (b).  Employee  is not  obliged  to  consent to such
collection,  use, processing and transfer of personal data; however,  failure to
provide the consent may affect  Employee's  ability to  participate in the Plan.
The  Company  and  its  subsidiaries  hold,  for the  purpose  of  managing  and
administering the Plan, certain personal  information about Employee,  including
Employee's  name,  home  address and  telephone  number,  date of birth,  social
security number or other employee  identification number,  salary,  nationality,
job title, any shares of stock or directorships held in the Company,  details of
all  options  and SARs or any other  entitlement  to  shares  of stock  awarded,
canceled,  purchased,  vested,  unvested  or  outstanding  in  Employee's  favor
("Data").   The  Company  and/or  its  subsidiaries  will  transfer  Data  among
themselves as necessary for the purpose of  implementation,  administration  and
management of Employee's participation in the Plan and the Company and/or any of
its subsidiaries  may each further transfer Data to any third parties  assisting
the Company in the  implementation,  administration  and management of the Plan.
These  recipients  may be located in the European  Economic  Area,  or elsewhere
throughout the world,  such as the United States.  Employee  authorizes  them to
receive,  possess,  use,  retain and transfer the Data,  in  electronic or other
form, for the purposes of implementing,  administering  and managing  Employee's
participation in the Plan,  including any requisite transfer of such Data as may
be required for the  administration of the Plan and/or the subsequent holding of
Shares on Employee's  behalf to a broker or other third party with whom Employee
<PAGE>
may elect to deposit any Shares acquired pursuant to the Plan.  Employee may, at
any time,  review Data,  require any necessary  amendments to it or withdraw the
consents  herein in writing by  contacting  the  Company;  however,  withdrawing
consent may affect Employee's ability to participate in the Plan.

     (c)  Employee's  participation  in the Plan is voluntary.  The value of the
SARs is an extraordinary item of compensation. As such, the SARs are not part of
normal or expected  compensation  for  purposes of  calculating  any  severance,
resignation,  redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.  Rather, the awarding of the
SARs to Employee under the Plan represents a mere investment opportunity.

     (d)  EMPLOYEE  HEREBY  CONSENTS TO  ELECTRONIC  DELIVERY  OF THE PLAN,  THE
PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS  RELATED TO THE PLAN  (COLLECTIVELY,
THE  "PLAN   DOCUMENTS").   THE  COMPANY   WILL   DELIVER  THE  PLAN   DOCUMENTS
ELECTRONICALLY  TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET
WEBSITE OR BY ANOTHER MODE OF  ELECTRONIC  DELIVERY AS DETERMINED BY THE COMPANY
IN ITS SOLE DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT
WHEN A NEW PLAN  DOCUMENT IS AVAILABLE  ELECTRONICALLY  FOR  EMPLOYEE'S  REVIEW,
DOWNLOAD OR PRINTING AND WILL PROVIDE  INSTRUCTIONS  ON WHERE THE PLAN  DOCUMENT
CAN BE FOUND.  UNLESS  OTHERWISE  SPECIFIED IN WRITING BY THE COMPANY,  EMPLOYEE
WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH
THE COMPANY'S  COMPUTER  NETWORK.  EMPLOYEE WILL HAVE THE RIGHT TO RECEIVE PAPER
COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE
ADDRESS  SPECIFIED  IN SECTION  9(e) HEREOF.  EMPLOYEE'S  CONSENT TO  ELECTRONIC
DELIVERY  OF THE PLAN  DOCUMENTS  WILL BE VALID AND REMAIN  EFFECTIVE  UNTIL THE
EARLIER OF (I) THE TERMINATION OF EMPLOYEE'S  PARTICIPATION IN THE PLAN AND (II)
THE  WITHDRAWAL  OF  EMPLOYEE'S  CONSENT  TO  ELECTRONIC  DELIVERY  OF THE  PLAN
DOCUMENTS.  THE COMPANY  ACKNOWLEDGES  AND AGREES THAT EMPLOYEE HAS THE RIGHT AT
ANY TIME TO  WITHDRAW  HIS OR HER  CONSENT TO  ELECTRONIC  DELIVERY  OF THE PLAN
DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS  SPECIFIED IN
SECTION  9(e) HEREOF.  IF EMPLOYEE  WITHDRAWS  HIS OR HER CONSENT TO  ELECTRONIC
DELIVERY,  THE COMPANY WILL RESUME  SENDING  PAPER COPIES OF THE PLAN  DOCUMENTS
WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE.  EMPLOYEE
ACKNOWLEDGES  THAT  HE OR SHE IS ABLE TO  ACCESS,  VIEW  AND  RETAIN  AN  E-MAIL
ANNOUNCEMENT  INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER
HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.

     9. Miscellaneous.

     (a)  Mandatory  Tax  Withholding.   Unless  otherwise   determined  by  the
Committee,  at the time of exercise  the Company will  withhold  from any shares
deliverable  upon  exercise,  in accordance  with Section 11(d) of the Plan, the
number of shares  having a value  nearest to, but not  exceeding,  the amount of
income  taxes,  employment  taxes or other  withholding  amounts  required to be
withheld under applicable local laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing  authorities.  Employee will
be responsible  for any taxes relating to the SARs and the exercise  thereof not
satisfied by means of such mandatory withholding.

     (b) Binding Agreement;  Written Amendments. This Agreement shall be binding
upon the heirs,  executors,  administrators and successors of the parties.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the SARs, and  supersedes any prior  agreements or documents with respect to the
SARs.  No  amendment  or  alteration  of this  Agreement  which may  impose  any
additional  obligation  upon the Company  shall be valid  unless  expressed in a
written  instrument duly executed in the name of the Company,  and no amendment,
alteration, suspension or termination of this Agreement which may materially and
adversely  affect the rights of  Employee  under the SARs shall be valid  unless
expressed in a written instrument executed by Employee.

     (c) No Promise of Employment.  The SARs and the granting  thereof shall not
constitute or be evidence of any agreement or understanding, express or implied,
that  Employee  has a right to  continue  as an  employee of the Company for any
period of time, or at any particular rate of compensation. Employee acknowledges
and agrees that the Plan is discretionary in nature and limited in duration, and
<PAGE>
may be amended, cancelled, or terminated by the Company, in its sole discretion,
at any time, provided,  however that any outstanding SARs shall not be affected.
The grant of stock SARs under the Plan is a one-time benefit and does not create
any  contractual  or other right to receive a grant of stock SARs or benefits in
lieu of stock SARs in the future.  Future  grants,  if any,  will be at the sole
discretion  of the  Company,  including,  but not  limited to, the timing of any
grant, the number of SARs, vesting provisions and the exercise or base price.

     (d) Governing Law. The validity, construction, and effect of this Agreement
shall be determined  in  accordance  with the laws  (including  those  governing
contracts)  of the State of New York,  without  giving  effect to  principles of
conflicts of laws, and applicable federal law. The SARs and the granting thereof
are  subject  to  the  Company's  compliance  with  the  applicable  law  of the
jurisdiction of Employee's employment.

     (e) Notices.  Any notice to be given the Company under this Agreement shall
be  addressed  to the  Company  at 521 West 57th  Street,  New  York,  NY 10019,
attention:  Corporate  Secretary,  and  any  notice  to the  Employee  shall  be
addressed to the Employee at Employee's address as then appearing in the records
of the Company.
<PAGE>

                                                                Exhibit 10.6

                    INTERNATIONAL FLAVORS & FRAGRANCES INC.

                       2000 Stock Award and Incentive Plan
                             As Amended and Restated

                      U.S. Restricted Stock Units Agreement

This Restricted  Stock Units Agreement (the  "Agreement")  confirms the grant on
__________,  20__ (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC.,
a New York corporation (the "Company"), to __________ ("Employee") of Restricted
Stock Units (the "Units"), as follows:

Number granted:   _____ Units

Units vest:    All Units  will vest on  _________,  20__  (the  "Stated  Vesting
          Date"),  if not  previously  forfeited.  In  addition,  the Units will
          become  immediately  vested  upon a  Change  in  Control  or upon  the
          occurrence of certain events  relating to termination of employment in
          accordance with Section 4 hereof.

          Settlement: Units granted hereunder will be settled by delivery of one
          share of the Company's Common Stock, par value $.12-1/2 per share, for
          each Unit being settled.  Such  settlement  shall occur promptly on or
          following  the vesting (the lapse of the risk of  forfeiture)  of each
          Unit as specified above. Any reference in this Agreement to settlement
          "promptly" upon a settlement date requires that shares be delivered no
          more  than  60  days  after  the   settlement   date.   The  foregoing
          notwithstanding,  settlement  shall be deferred in certain cases if so
          elected by Employee by filling out the  following  section,  executing
          the Agreement and returning it to the Company by __________,  20__, or
          as otherwise provided under Section 6 hereof:

          Check Only One:

          ____ I hereby  elect to have my Units  settled  at the date of vesting
               (this  includes  any date  following  Termination  of  Employment
               deemed to result from  continued  vesting  under  Section 4(b) or
               (c)) (Note: this election will apply if this form is not returned
               or if no box is checked).

          ____ I hereby  elect to defer  the  settlement  of my Units  until the
               first  business  day of the year  (date  must be after the Stated
               Vesting Date) (subject to accelerated  settlement of the deferred
               Units  in the  event  of a  Change  in  Control  and  accelerated
               settlement of previously  vested Units in the event of Employee's
               Termination  of Employment  for any reason,  including  Normal or
               Early  Retirement,  after the Stated  Vesting Date, at which time
               settlement will occur promptly but subject to the six-month delay
               rule of Section 6(b), if applicable).

          ____ I hereby  elect  to defer  the  settlement  of my Units  until my
               Termination of Employment for any reason,  including  Retirement,
               at which time  settlement  will occur promptly but subject to the
               six-month  delay rule of Section 6(b), if applicable,  and in all
               events subject to accelerated settlement in the event of a Change
               in Control.

          If I elect to defer the  settlement  of my Units,  I  acknowledge  and
          agree that, if the Company declares and pays a dividend of any kind on
          the Company's Common Stock,  amounts equivalent to such dividends will
          be paid on any vested  Units after the Stated  Vesting  Date,  even if
          such Units have not been settled,  and that such dividend  equivalents
          will be treated as compensation to me.

                                   * * * * * *

The Units are granted  under  Section 6(e) of the 2000 Stock Award and Incentive
<PAGE>
Plan,  as amended and restated  (the  "Plan"),  and are subject to the terms and
conditions of the Plan and this Agreement, including the Terms and Conditions of
Restricted  Stock  Units  attached  hereto.  The number of Units and the kind of
shares  deliverable  in  settlement  of  Units  are  subject  to  adjustment  in
accordance with Section 5 hereof and Section 11(c) of the Plan.

     Employee acknowledges and agrees that (i) Units are nontransferable, except
as provided in Section 3 hereof and Section 11(b) of the Plan,  (ii) Units,  and
certain  amounts of gain  realized  upon  settlement  of Units,  are  subject to
forfeiture in the event Employee fails to meet applicable  requirements relating
to non-competition,  confidentiality,  non-solicitation of customers, suppliers,
business associates,  employees,  and service providers,  non-disparagement  and
cooperation in litigation with respect to the Company and its  subsidiaries  and
affiliates,  as set forth in Section 7 hereof and Section 10 of the Plan,  (iii)
Units are  subject  to  forfeiture  in the event of  Employee's  Termination  of
Employment in certain  circumstances prior to vesting, as specified in Section 4
hereof, (iv) sales of shares delivered in settlement of Units will be subject to
the  Company's  policies  regulating  trading by employees and (v) a copy of the
Plan and related  prospectus  have  previously  been delivered to Employee,  are
being delivered to Employee or are available as specified in Section 1 hereof.

     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.

Employee                             INTERNATIONAL FLAVORS &
                                     FRAGRANCES INC.



_____________________________        By:__________________________________
                                        Dennis M. Meany
                                        Senior Vice President, General Counsel
                                        and Secretary
<PAGE>

                 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

     The following  Terms and Conditions  apply to the Units granted to Employee
by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the "Company"),  as specified in the
U.S.  Restricted Stock Units Agreement (of which these Terms and Conditions form
a part).  Certain  terms of the Units,  including  the number of Units  granted,
vesting date(s) and settlement date, are set forth on the preceding pages.

     1.  General.  The Units are granted to Employee  under the  Company's  2000
Stock Award and Incentive  Plan (the  "Plan"),  a copy of which is available for
review,  along with other documents  constituting the "prospectus" for the Plan,
on the Company's intranet site at One IFF/Corporate/Law  Department.  All of the
applicable  terms,  conditions and other provisions of the Plan are incorporated
by reference  herein.  Capitalized  terms used in this Agreement but not defined
herein  shall have the same  meanings as in the Plan.  If there is any  conflict
between the  provisions of this  document and mandatory  provisions of the Plan,
the provisions of the Plan govern. By accepting the grant of the Units, Employee
agrees to be bound by all of the terms and  provisions of the Plan (as presently
in effect or later amended),  the rules and  regulations  under the Plan adopted
from  time to  time,  and the  decisions  and  determinations  of the  Company's
Compensation  Committee (the "Committee") made from time to time,  provided that
no  such  Plan   amendment,   rule  or  regulation  or  Committee   decision  or
determination  shall  materially and adversely affect the rights of the Employee
with respect to outstanding Units.

     2. Account for Employee.  The Company shall maintain a bookkeeping  account
for Employee  (the  "Account")  reflecting  the number of Units then credited to
Employee hereunder as a result of such grant of Units.

     3. Nontransferability. Until Units become settleable in accordance with the
terms of this Agreement, Employee may not transfer Units or any rights hereunder
to any third  party  other than by will or the  applicable  laws of descent  and
distribution,  except for transfers to a  Beneficiary  upon death of Employee or
otherwise  if and to the extent  permitted  by the  Company  and  subject to the
conditions under Section 11(b) of the Plan.

     4. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Units in the event of Employee's Termination of Employment
(as defined below), provided that the Committee retains its powers to accelerate
vesting or modify these terms, subject to the consent of Employee in the case of
a  modification  materially  adverse to  Employee  and  subject to Section  6(b)
hereof:

          (a) Voluntary Resignation and Termination by the Company for Cause. In
     the  event  of  Employee's  Termination  of  Employment  due  to his or her
     voluntary  resignation (other than a Normal or Early Retirement governed by
     clause (b) or (c) below) or  Termination  of  Employment by the Company for
     Cause (as defined below), all unvested Units will be immediately forfeited,
     and  the  portion  of  the  then-outstanding   Units  that  is  vested  and
     non-forfeitable  at the  date  of  Termination  will  be  settled  promptly
     following such Termination,  subject to the six-month delay rule in Section
     6(b) if applicable.

          (b)  Disability  or  Normal  Retirement.  In the  event of  Employee's
     Termination  of Employment  due to Disability  (as defined below) or Normal
     Retirement  (as  defined  below),  Employee's  unvested  Units  will not be
     forfeited,  but will  remain  outstanding  and will  become  vested  at the
     applicable  date under this Agreement as though Employee had not had such a
     Termination  of  Employment;  provided  that  Employee  shall  forfeit  the
     unvested Units if during the period following  Termination of Employment up
     to the date of vesting  Employee  engages in an activity  that results in a
     Forfeiture  Event set forth in Section 10 of the Plan.  Upon vesting,  such
     Units will be settled promptly. Units vested prior to such Termination will
     be settled promptly  following such  Termination,  subject to the six-month
     delay rule in Section 6(b) if applicable.  Employee  acknowledges  that the
     Committee has relied on the discretion granted to it under Section 10(d) of
     the Plan in requiring  forfeiture  upon  occurrence  of a Forfeiture  Event
     during the applicable post-Termination period.

          (c) Termination by the Company Not for Cause or Early Retirement. In
<PAGE>
     the event of  Employee's  Termination  of Employment by the Company not for
     Cause or Employee's Early Retirement, the following rules apply:
          -    A pro rata portion of Employee's  then unvested Units will not be
               forfeited,  but will remain outstanding and will become vested at
               the applicable  date under this Agreement as though  Employee had
               not had such a Termination of  Employment.  This pro rata portion
               will be determined by multiplying the number of unvested Units by
               a fraction the  numerator of which is the number of days from the
               Grant Date to the date of  Employee's  Termination  of Employment
               and the  denominator  of which is 1,095;  provided  that Employee
               shall forfeit such unvested Units if during the period  following
               Termination  of  Employment  up to the date of  vesting  Employee
               engages in activity that results in a Forfeiture  Event set forth
               in  Section  10 of  the  Plan.  Employee  acknowledges  that  the
               Committee  has  relied  on the  discretion  granted  to it  under
               Section 10(d) of the Plan in requiring forfeiture upon occurrence
               of a  Forfeiture  Event  during the  applicable  post-Termination
               period.
          -    Employee's   Units  that  had  not  become   vested  before  such
               Termination  of Employment  and which are not included in the pro
               rata  portion  subject to continued  vesting will be  immediately
               forfeited.
          -    Upon  vesting  of the  Units  included  in the pro  rata  portion
               subject to continued vesting, such Units will be settled promptly
               as provided herein.
          -    Units vested prior to such  Termination  will be settled promptly
               after such  Termination,  subject to the six-month  delay rule in
               Section 6(b) if applicable.

     (d) Death.  In the event of Employee's  Termination  of  Employment  due to
death or the death of  Employee  following  Termination  but prior to vesting of
Units not otherwise forfeited  hereunder,  Employee's unvested Units will not be
forfeited but will become  immediately  vested.  Such Units and any Units vested
prior to death will be settled promptly as provided herein.

     (e) Certain  Definitions.  The following  definitions apply for purposes of
this Agreement:

     (i)  "Cause"  has  the  meaning  as  defined  in  the  Company's  Executive
          Separation Policy or any successor policy thereto, as in effect at the
          time of Employee's Termination of Employment.

     (ii)"Disability"  means  a  disability   entitling  Employee  to  long-term
          disability benefits under the Company's long-term disability policy as
          in effect at the date of Employee's  termination of  employment,  upon
          written  evidence of such total  disability from a medical doctor in a
          form satisfactory to the Company.

     (iii)"Early  Retirement"  means  Termination  of  Employment  by either the
          Company or Employee  after  Employee has attained age 55 and before he
          or she has attained age 62 if at the time of Termination  Employee has
          ten  or  more  years  in  the  employ  of  the   Company   and/or  its
          subsidiaries.

     (iv)"Normal  Retirement"  means  Termination  of  Employment  by either the
          Company or Employee after Employee has attained age 62.

     (v)  "Termination  of Employment"  means the event by which Employee ceases
          to be employed by the Company or any  subsidiary  of the Company  and,
          immediately  thereafter,  is not employed by or providing  substantial
          services  to any of the Company or a  subsidiary  of the  Company.  If
          Employee  is granted a leave of absence for  military or  governmental
          service or other  purposes  approved by the Board,  he or she shall be
          considered  as  continuing  in  the  employ  of the  Company,  or of a
          subsidiary of the Company,  for the purpose of this subsection,  while
          on such authorized leave of absence.
<PAGE>
     5. Dividends and Adjustments.

          (a)  Dividends.  No  Dividends  or  Dividend  Equivalents  of any kind
     (including  cash  dividends,  non-Common  Stock  Dividends  or Common Stock
     Dividends) will be credited or paid on any unvested  Units.  Units that, at
     the relevant dividend record date that occurs before the issuance of shares
     in settlement of Units,  previously have been vested (i.e.,  Units deferred
     as to settlement under Section 6), shall be entitled to payments or credits
     equivalent  to  dividends  that  would have been paid if the Units had been
     outstanding  shares  at such  record  date.  The  form and  timing  of such
     payments will be in the discretion of the Committee.

          (b)  Adjustments.  The number of Units credited to Employee's  Account
     and/or  the  property   deliverable  upon  settlement  of  Units  shall  be
     appropriately  adjusted,  in order to prevent  dilution or  enlargement  of
     Employee's  rights with respect to Units in connection  with, or to reflect
     any changes in the number and kind of  outstanding  shares of Common  Stock
     resulting from, any corporate transaction or event referred to in the first
     sentence of Section 11(c) of the Plan.

          (c)  Risk  of  Forfeiture  and  Settlement  of  Units  Resulting  from
     Adjustments.  Units (and other property deliverable in settlement of Units)
     which  directly or  indirectly  result from  adjustments  to a Unit granted
     hereunder  shall be  subject  to the  same  risk of  forfeiture  (including
     additional  forfeiture  terms of  Section 10 of the Plan) as applies to the
     granted Unit and will be settled at the same time as the granted Unit.

     6. Deferral of Settlement.

          (a) Voluntary Deferral.  Settlement of any Unit, which otherwise would
     occur  upon the  vesting or lapse of the risk of  forfeiture  of such Unit,
     will be  deferred  in  certain  cases if and to the  extent so  elected  by
     Employee in accordance with the cover page of this Agreement.

          (b) Code  Section  409A  Compliance.  Deferrals,  whether  elective or
     mandatory under the terms of this Agreement, shall comply with requirements
     under  Section  409A of the  Internal  Revenue  Code  (the  "Code").  Other
     provisions of this Agreement notwithstanding, under U.S. federal income tax
     laws and Treasury  Regulations  (including  proposed  regulations and other
     applicable guidance) as presently in effect or hereafter implemented, (i) a
     distribution in settlement of Units to Employee  triggered by a Termination
     of Employment will occur only if the Termination  constitutes a "separation
     from service" within the meaning of Code Section  409A(a)(2)(A)(i)  and, if
     at the  time of such  separation  from  service  Employee  is a  "specified
     employee" under Code Section  409A(a)(2)(B)(i)  and a delay in distribution
     is  required  in order that  Employee  will not be subject to a tax penalty
     under Code Section  409A,  such  distribution  in  settlement of Units will
     occur at the date six months after Termination of Employment;  and (ii) any
     rights of Employee or retained  authority  of the Company  with  respect to
     Units hereunder shall be  automatically  modified and limited to the extent
     necessary so that Employee will not be deemed to be in constructive receipt
     of income  relating  to the  Units  prior to the  distribution  and so that
     Employee shall not be subject to any penalty under Code Section 409A.

     7. Additional Forfeiture Provisions.  Employee agrees that, by signing this
Agreement and accepting the grant of the Units,  the  forfeiture  conditions set
forth in Section 10 of the Plan shall apply to all Units  hereunder and to gains
realized  upon the  vesting of the  Units.  For the  purpose  of the  forfeiture
conditions  set  forth in  Section  10 of the Plan,  gains  will be deemed to be
realized  at the  time of  vesting  for any  Units  the  settlement  of which is
deferred at the election of Employee.

     8. Employee Representations and Warranties Upon Settlement.  As a condition
to the  settlement  of the Units,  the Company may require  Employee to make any
representation  or  warranty  to  the  Company  as  may be  required  under  any
applicable law or regulation,  and to make a representation and warranty that no
Forfeiture  Event has occurred or is contemplated  within the meaning of Section
10 of the Plan.
<PAGE>

     9. Other Terms Relating to Units.

          (a)  Fractional  Units and  Shares.  The number of Units  credited  to
     Employee's Account shall include fractional Units, if any, calculated to at
     least three decimal places,  unless otherwise  determined by the Committee.
     Unless  settlement is effected  through a third-party  broker or agent that
     can  accommodate   fractional  shares  (without  requiring  issuance  of  a
     fractional  share by the Company),  upon  settlement of the Units  Employee
     shall be paid,  in cash,  an amount  equal to the  value of any  fractional
     share that would have  otherwise  been  deliverable  in  settlement of such
     Units.

          (b)  Mandatory Tax  Withholding.  Unless  otherwise  determined by the
     Committee,  at the time of  settlement  the Company will  withhold from any
     shares  deliverable in settlement of the Units,  in accordance with Section
     11(d) of the Plan,  the number of shares having a value nearest to, but not
     exceeding,   the  amount  of  income  taxes,   employment  taxes  or  other
     withholding amounts required to be withheld under applicable local laws and
     regulations,  and pay the amount of such  withholding  taxes in cash to the
     appropriate taxing authorities.  Employee will be responsible for any taxes
     relating to the Units not satisfied by means of such mandatory withholding.

          (c) Statements.  An individual  statement of each  Employee's  Account
     will be issued to each  Employee at such times as may be  determined by the
     Company.  Such a statement  shall  reflect the number of Units  credited to
     Employee's Account,  transactions  therein during the period covered by the
     statement,  and other information deemed relevant by the Committee.  Such a
     statement may be combined with or include information regarding other plans
     and compensatory  arrangements for employees.  Any statement  containing an
     error shall not, however,  represent a binding  obligation to the extent of
     such error.

          (d) Employee Consent. By signing this Agreement,  Employee voluntarily
     acknowledges and consents to the collection, use processing and transfer of
     personal data as described in this Section 9(d). Employee is not obliged to
     consent to such collection,  use, processing and transfer of personal data;
     however,  failure to provide the consent may affect  Employee's  ability to
     participate  in the Plan.  The Company and its  subsidiaries  hold, for the
     purpose  of  managing  and   administering   the  Plan,   certain  personal
     information  about Employee,  including  Employee's  name, home address and
     telephone number,  date of birth,  social security number or other employee
     identification number, salary, nationality,  job title, any shares of stock
     or  directorships  held in the  Company,  and details of all options or any
     other entitlement to shares of stock awarded, canceled,  purchased, vested,
     unvested or outstanding in Employee's  favor  ("Data").  The Company and/or
     its  subsidiaries  will transfer Data among themselves as necessary for the
     purpose of  implementation,  administration  and  management  of Employee's
     participation  in the Plan and the Company  and/or any of its  subsidiaries
     may each further  transfer Data to any third parties  assisting the Company
     in the  implementation,  administration  and management of the Plan.  These
     recipients  may be located in the  European  Economic  Area,  or  elsewhere
     throughout the world, such as the United States.  Employee  authorizes them
     to receive,  possess,  use,  retain and transfer the Data, in electronic or
     other form, for the purposes of  implementing,  administering  and managing
     Employee's  participation in the Plan,  including any requisite transfer of
     such Data as may be required for the  administration of the Plan and/or the
     subsequent  holding  of  shares on  Employee's  behalf to a broker or other
     third party with whom  Employee  may elect to deposit  any shares  acquired
     pursuant to the Plan.  Employee may, at any time, review Data,  require any
     necessary  amendments  to it or withdraw the consents  herein in writing by
     contacting the Company; however,  withdrawing consent may affect Employee's
     ability to participate in the Plan.

          (e) Voluntary  Participation.  Employee's participation in the Plan is
     voluntary. The value of the Units is an extraordinary item of compensation.
     As such,  the Units are not part of normal  or  expected  compensation  for
     purposes of calculating  any  severance,  resignation,  redundancy,  end of
     service  payments,  bonuses,  long-service  awards,  pension or  retirement
     benefits or similar  payments.  Rather,  the  awarding of Units to Employee
     under the Plan represents a mere investment opportunity.
<PAGE>

          (f)  Consent to  Electronic  Delivery.  EMPLOYEE  HEREBY  CONSENTS  TO
     ELECTRONIC  DELIVERY  OF THE PLAN,  THE  PROSPECTUS  FOR THE PLAN AND OTHER
     DOCUMENTS RELATED TO THE PLAN  (COLLECTIVELY,  THE "PLAN  DOCUMENTS").  THE
     COMPANY  WILL  DELIVER  THE PLAN  DOCUMENTS  ELECTRONICALLY  TO EMPLOYEE BY
     E-MAIL,  BY POSTING SUCH  DOCUMENTS  ON ITS INTRANET  WEBSITE OR BY ANOTHER
     MODE OF  ELECTRONIC  DELIVERY  AS  DETERMINED  BY THE  COMPANY  IN ITS SOLE
     DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT WHEN A
     NEW PLAN  DOCUMENT  IS  AVAILABLE  ELECTRONICALLY  FOR  EMPLOYEE'S  REVIEW,
     DOWNLOAD  OR  PRINTING  AND WILL  PROVIDE  INSTRUCTIONS  ON WHERE  THE PLAN
     DOCUMENT  CAN BE  FOUND.  UNLESS  OTHERWISE  SPECIFIED  IN  WRITING  BY THE
     COMPANY, EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS
     ELECTRONICALLY  THROUGH THE COMPANY'S COMPUTER NETWORK.  EMPLOYEE WILL HAVE
     THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN
     REQUEST FOR A PAPER COPY TO THE ADDRESS  SPECIFIED IN SECTION 10(e) HEREOF.
     EMPLOYEE'S  CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN  DOCUMENTS  WILL BE
     VALID AND REMAIN  EFFECTIVE  UNTIL THE  EARLIER OF (I) THE  TERMINATION  OF
     EMPLOYEE'S  PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE'S
     CONSENT  TO  ELECTRONIC  DELIVERY  OF  THE  PLAN  DOCUMENTS.   THE  COMPANY
     ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW
     HIS OR HER CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN DOCUMENTS BY SENDING
     A WRITTEN  NOTICE OF WITHDRAWAL  TO THE ADDRESS  SPECIFIED IN SECTION 10(e)
     HEREOF.  IF EMPLOYEE  WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC  DELIVERY,
     THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN  DOCUMENTS  WITHIN
     TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE  WITHDRAWAL  NOTICE.  EMPLOYEE
     ACKNOWLEDGES  THAT HE OR SHE IS ABLE TO  ACCESS,  VIEW AND RETAIN AN E-MAIL
     ANNOUNCEMENT  INFORMING  EMPLOYEE THAT THE PLAN  DOCUMENTS ARE AVAILABLE IN
     EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE
     DISCRETION.

     10. Miscellaneous.

          (a) Binding  Agreement;  Written  Amendments.  This Agreement shall be
     binding upon the heirs,  executors,  administrators  and  successors of the
     parties.  This  Agreement  constitutes  the entire  agreement  between  the
     parties with respect to the Units,  and supersedes any prior  agreements or
     documents  with  respect  thereto.  No  amendment  or  alteration  of  this
     Agreement which may impose any additional obligation upon the Company shall
     be valid unless expressed in a written instrument duly executed in the name
     of the Company, and no amendment, alteration,  suspension or termination of
     this  Agreement  which may  materially  impair the rights of Employee  with
     respect  to  the  Units  shall  be  valid  unless  expressed  in a  written
     instrument executed by Employee.

          (b) No Promise of Employment. The Units and the granting thereof shall
     not constitute or be evidence of any agreement or understanding, express or
     implied, that Employee has a right to continue as an officer or employee of
     the  Company  for  any  period  of  time,  or at  any  particular  rate  of
     compensation.   Employee   acknowledges   and  agrees   that  the  Plan  is
     discretionary  in nature  and  limited  in  duration,  and may be  amended,
     cancelled,  or terminated by the Company,  in its sole  discretion,  at any
     time, provided,  however that any outstanding Units shall not be materially
     and  adversely  affected.  The grant of Units  under the Plan is a one-time
     benefit  and does not create any  contractual  or other  right to receive a
     grant of  restricted  stock  units or stock  options or benefits in lieu of
     units or stock options in the future. Future grants, if any, will be at the
     sole discretion of the Company,  including,  but not limited to, the timing
     of any grant, the number of units and vesting provisions.

          (c) Unfunded  Plan.  Any provision for  distribution  in settlement of
     Employee's  Account  hereunder shall be by means of bookkeeping  entries on
     the books of the Company and shall not create in Employee  any right to, or
     claim  against  any,  specific  assets of the  Company,  nor  result in the
     creation  of any trust or escrow  account  for  Employee.  With  respect to
     Employee's entitlement to any distribution  hereunder,  Employee shall be a
     general creditor of the Company.
<PAGE>

          (d)  Governing  Law. THE  VALIDITY,  CONSTRUCTION,  AND EFFECT OF THIS
     AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING  THOSE
     GOVERNING  CONTRACTS)  OF THE STATE OF NEW YORK,  WITHOUT  GIVING EFFECT TO
     PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE  FEDERAL LAW. The Units and
     the  granting  thereof are subject to the  Employee's  compliance  with the
     applicable law of the jurisdiction of Employee's employment.

          (e) Notices.  Any notice to be given the Company under this  Agreement
     shall be  addressed to the Company at 521 West 57th  Street,  New York,  NY
     10019, attention: Corporate Secretary, and any notice to the Employee shall
     be addressed to the Employee at Employee's address as then appearing in the
     records of the Company.
[{"type": "8-K", "sequence": "1", "filename": "a8k03102006.txt", "secsgml_size_bytes": 101568}]
{"company-data": {"conformed-name": "INTERNATIONAL FLAVORS & FRAGRANCES INC", "cik": "0000051253", "assigned-sic": "2860", "irs-number": "131432060", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04858", "film-number": "06679516"}, "business-address": {"street1": "521 W 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "2127655500"}, "mail-address": {"street1": "521 W 57TH ST", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": {"former-conformed-name": "VANAMERIGEN HAEBLER INC", "date-changed": "19680426"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ____________

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)             March 7, 2006
                                                       ------------------------

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

         New York                     1-4858                   13-1432060
--------------------------------------------------------------------------------
(State or Other Jurisdiction       (Commission            (I.R.S. Employer
  of Incorporation)                 File Number)           Identification No.)

521 West 57th Street, New York, New York                          10019
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                     (Zip Code)

Registrant's telephone number, including area code         (212) 765-5500
                                                     ---------------------------

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

     |_| Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 230.425)

     |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)

     |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))

     |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))
Item 1.01.        Entry into a Material Definitive Agreement.

     Under the Company's Annual Incentive Plan ("AIP"),  each executive  officer
of the Company has an annual  incentive award target based on the achievement of
specific quantitative corporate and, with respect to certain executive officers,
regional  and/or  functional  performance  goals,  which are  determined  by the
Compensation  Committee of the Company's  Board of Directors (the  "Compensation
Committee").  At its meeting held on March 7, 2006, the  Compensation  Committee
approved  the  performance  criteria  for 2006  under the AIP.  These  corporate
performance  criteria are  derivatively  applied to certain  executive  officers
having regional and/or functional  responsibility.  Attached as Exhibit 10.1 are
the corporate performance criteria for 2006 under the AIP.

     Under the Company's  Long-Term  Incentive  Plan  ("LTIP"),  each  executive
officer of the Company has an award target for each three-year performance cycle
based on the achievement of specific  quantitative  corporate  performance goals
which are determined by the Compensation Committee. At its meeting held on March
7, 2006, the Compensation  Committee  approved the performance  criteria for the
2006-2008  cycle under the LTIP.  Attached as Exhibit  10.2 are the  performance
criteria for the 2006-2008  cycle under the LTIP. As part of its approval of the
Long Term Incentive Choice Program described below, the Board of Directors, upon
the recommendation of the Compensation  Committee,  determined that, if any LTIP
payouts  are to be made for the  2006-2008  cycle  and  thereafter,  subject  to
periodic review, half of the LTIP payout would be paid in cash and half would be
paid in Company stock.

     At its meeting held on March 7, 2006, the Compensation Committee,  with the
assistance of independent compensation  consultants,  determined to increase the
base salary of the Company's Chief Operating  Officer,  James Dunsdon,  who is a
named executive  officer in the Company's proxy  statement,  by 15.9% to reflect
competitive practices.

     At its  meeting  held on March 7, 2006,  the Board of  Directors,  upon the
recommendation  of  the  Compensation  Committee  and  with  the  assistance  of
independent  compensation  consultants,  approved a Long Term  Incentive  Choice
Program (the "Program") for the Company's senior  management under the Company's
2000 Stock Award and Incentive Plan ("2000 SAIP").  Under the Program,  eligible
participants  (including the Company's  executive  officers) will be entitled to
choose from three  alternative  types of equity  awards and will be granted such
equity awards under the 2000 SAIP up to a certain  dollar award value  depending
on the  participant's  grade level.  There is also a designated pool that may be
allocated among one or more participants  (including  executive  officers) which
could  result in such  participant(s)  receiving an award value in excess of the
Program values for the participant's grade level.  Participants may choose among
(i)  Purchased   Restricted  Stock,  (ii)  Stock  Settled   Appreciation  Rights
("SSAR's") and (iii) Restricted  Stock Units ("RSU's").  A participant may elect
all of one  alternative  or a combination  of two or three  alternatives  in 10%
increments  provided  a) the  sum  of  the  percentages  allotted  to all  three
alternatives equals 100% and b) the percentage allotted to RSU's does not exceed
50%. The  percentage  elected for each  alternative  will be  multiplied  by the
dollar  award value  granted to the  participant  and further  adjusted for risk
factors  associated  with the  three  grant  alternatives,  as  approved  by the
Compensation  Committee.  The resulting  dollar  values from each  participant's
election  will be used to  determine  how many  shares of each  alternative  the
participant  will  receive,  provided,  however,  that only whole shares will be
awarded.  If a  participant  fails to make an  election on a timely  basis,  the
participant  will  receive  all of his or her  award in the form of  SSAR's.  As
approved  by the  Compensation  Committee,  grants  of equity  awards  under the
Program, based on participant elections,  are anticipated to be made on the date
of the Company's  Annual  Meeting of  Shareholders.  Attached as Exhibits  10.3,
10.4, 10.5 and 10.6,  respectively,  are the Long Term Incentive  Choice Program
Summary,  Form of Purchased  Restricted Stock  Agreement,  Form of Stock Settled
Appreciation Rights Agreement and Form of Restricted Stock Unit Agreement.

     At its meeting held on March 7, 2006,  the Board of  Directors  determined,
with the  assistance  of  independent  compensation  consultants,  to change the
annual cash fee for the Company's  lead  director  from $7,500 to $25,000,  with
such changes to take effect on the date of the Company's  2006 Annual Meeting of
Shareholders.  The Board determined not to change other elements of compensation
for directors who are not employees of the Company.

     At its meeting held on March 7, 2006,  the Board of Directors also approved
certain revisions to the target incentive percentages under the Company's Annual
Incentive Plan (the "AIP"). Under the AIP, certain eligible employees, including
the Company's executive  officers,  have an AIP award target set at a percentage
of the employee's base salary,  which the employee may be eligible to receive if
specific  quantitative  corporate and/or regional and/or functional  performance
goals are  achieved.  The Board  increased  the target AIP  percentages  for the
Company's senior management with respect to AIP awards that they may be eligible
to receive for 2006 and  thereafter,  subject to periodic  review.  These target
percentages  were  adjusted  primarily  to reflect  competitive  practices  more
closely.  With respect to the  Company's  executive  officers,  the targets were
increased as follows:

         Chief Operating Officer - AIP target was increased from 75% to 90% of
         base salary.

         Senior Vice President - AIP target was increased  from 45% to either
         50% or 60% of base salary  (depending on position).

         Vice President and equivalent - AIP target was increased from 35% to
         40% of base salary.

Item 9.01.        Financial Statements and Exhibits.

(c)      Exhibits

         10.1     Performance Criteria for 2006 under the Company's Annual
                  Incentive Plan

         10.2     Performance Criteria for the 2006-2008 Cycle under the
                  Company's Long-Term Incentive Plan

         10.3     Long Term Incentive Choice Program Summary

         10.4     Form of  International  Flavors & Fragrances  Inc. 2000 Stock
                  Award and Incentive  Plan Purchased Restricted Stock Agreement

         10.5     Form of  International  Flavors &  Fragrances  Inc. 2000 Stock
                  Award and  Incentive  Plan Stock Settled Appreciation Rights
                  Agreement

         10.6     Form of  International  Flavors & Fragrances  Inc. 2000 Stock
                  Award and Incentive Plan Restricted Stock Unit Agreement
SIGNATURE

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

                                INTERNATIONAL FLAVORS & FRAGRANCES INC.

Dated:  March 10, 2006             By:  /s/ Dennis M. Meany
                                   ________________________________
                                   Name:    Dennis M. Meany
                                   Title:   Senior Vice President, General
                                            Counsel and Secretary
EXHIBIT INDEX

Exhibit No.       Description
----------        -----------

   10.1           Performance Criteria for 2006 under the Company's Annual
                  Incentive Plan

   10.2           Performance Criteria for the 2006-2008 Cycle under the
                  Company's Long-Term Incentive Plan

   10.3           Long Term Incentive Choice Program Summary

   10.4           Form of  International  Flavors & Fragrances  Inc. 2000 Stock
                  Award and Incentive  Plan Purchased Restricted Stock Agreement

   10.5           Form of  International  Flavors &  Fragrances  Inc. 2000 Stock
                  Award and  Incentive  Plan Stock Settled Appreciation Rights
                  Agreement

   10.6           Form of  International  Flavors & Fragrances  Inc. 2000 Stock
                  Award and Incentive Plan Restricted Stock Unit Agreement
EXHIBIT 10.1

                          Performance Criteria for 2006
                          ------------------------------
                    under the Company's Annual Incentive Plan
                   ------------------------------------------

     For 2006, the corporate  performance  criteria  under the Company's  Annual
Incentive Plan,  which criteria were approved by the  Compensation  Committee of
the  Company's   Board  of  Directors,   relate  to  increases  in  revenue  and
improvements in operating profit as a percentage of sales.
EXHIBIT 10.2

                  Performance Criteria for the 2006-2008 Cycle
                  --------------------------------------------
                  under the Company's Long-Term Incentive Plan
                  --------------------------------------------

     For the  2006-2008  cycle,  the  performance  criteria  under the Company's
Long-Term  Incentive  Plan,  which  criteria were  approved by the  Compensation
Committee  of the  Company's  Board of  Directors,  relate  to  improvements  in
earnings per share and return on invested capital.
Exhibit 10.3

 Long Term Incentive Choice Program Summary

 Overall Program Construct
 -------------------------

- There are two elements to the overall Long Term Incentive Program
- The first element is the Long Term Incentive Performance Plan and the second
element is the Equity Choice Program
- The structure of the program by Salary Grade is as follows:
-------------------------       ------------------------        -------------------------------------------
                                     LTI Performance                  Equity Choice Program Grant Value
                                                                 -------------------------------------------
           Tier                        Plan Target                    Min          Target         Max
 =========================       ========================        ===========================================
CEO                        100% of base                    $975        $1,300        $1,625
            L                          80% of base                    $375          $500          $625
            K                          65% of base                    $300          $400          $500
            J                          60% of base                    $225          $300          $375
            I                          50% of base                    $150          $200          $250
            H                        40/50 % of base                   $75          $100          $125
 -------------------------       ------------------------        -------------------------------------------
                                                                                             ($1,000's)
LTI Performance Plan
 --------------------

- Three year performance cycle
- Payout in fourth year based on performance against EPS and ROIC targets
- Payout may range from 0 to 150% dependent upon performance
- Payment is in the form of 50% cash and 50% stock

 Equity Choice Program
 ---------------------

- Grant  values  determined  within  the  range  above  based on the  executives
performance against  pre-established  perfromance  criteria.  It is a 'zero sum'
allocation of awards.
- There is also a 'pool' of $485,000  (which has been funded by reducing the ECP
targets  above)  that the CEO may recommend to the Compensation Committee for
allocation in order to  differentiate  for top performers (such awards would be
additive to any award made in accordance with the above grid)
- Once the grant value is  determined,  the executive  allocates his grant value
between three forms of equity; Purchased Restricted Stock (PRS) at 50% discount;
Stock Settled Appreciation Rights (SSARs); or Restricted Stock Units (RSUs)
 - Each form of Equity is risk adjusted as follows:

              PRS -                     1.2   times allocation
              SSARs -                   1.0   times allocation
              RSUs -                    0.6   times allocation

 - The executive can allocate a maximum of 50% of his grant value to RSUs

 Treatment at Termination
 ------------------------

- For normal retirement or disability, all elements vest in the normal course
(or are accelerated upon death)
- For involuntary termination not for cause, all elements prorated based on time
served during the vesting period and elements then vest in the normal course
- For  involuntary  termination  for  cause or for  voluntary  termination,  all
elements forfeited (with respect to PRS, in the event of voluntary  termination,
the lesser of cash input or the dollar value of the stock is refunded)
Exhibit 10.4

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                2000 Stock Award and Incentive Plan (the "Plan")

                      Purchased Restricted Stock Agreement

This Purchased  Restricted Stock Agreement (the "Agreement")  confirms the grant
on ______, 200_ (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC., a
New York corporation (the "Company"), to _____________________ ("Employee"), for
the purpose set forth in Section 1 of the Plan, of an Award of Restricted  Stock
(the "Restricted Stock"), as follows:

       Restricted Stock granted:     ______Shares

       Purchase Price per Share:     $______  per Share, being 50% of the fair
                                     market value thereof on the Grant Date

       Aggregate Purchase Price:     $________ (equal to the number of Shares
                                     granted times the Purchase Price per
                                     Share); the Company acknowledges receipt of
                                     the Purchase Price from Employee in cash,
                                     as of the Grant Date

       Restricted Stock Vests:       As to 100% of the Restricted Stock on the
                                     third anniversary of the Grant Date (the
                                     "Stated Vesting Date"), except that
                                     different vesting provisions may apply upon
                                     the occurrence of certain events specified
                                     in Section 3 or 5 hereof

The  Restricted  Stock is an award of shares of the Company's  Common Stock (the
"Common  Stock")  granted under Section 6(d) of the Plan,  and is subject to the
risk of  forfeiture  and  other  restrictions  specified  in the  Plan  and this
Agreement,  including  the Terms and  Conditions of Purchased  Restricted  Stock
attached  hereto.  The number and kind of shares of  Restricted  Stock and other
terms of the  Restricted  Stock are subject to  adjustment  in  accordance  with
Section 4 hereof and Section 11(c) of the Plan.

     Employee   acknowledges  and  agrees  that  (i)  the  Restricted  Stock  is
nontransferable, (ii) the Restricted Stock, and certain amounts of gain realized
upon vesting and delivery of the Shares,  is subject to  forfeiture in the event
Employee  fails to meet  applicable  requirements  relating to  non-competition,
confidentiality,  non-solicitation of customers, suppliers, business associates,
employees,   and  service  providers,   non-disparagement   and  cooperation  in
litigation with respect to the Company and its subsidiaries  and affiliates,  as
set forth in Section 7 hereof and Section 10 of the Plan,  (iii) the  Restricted
Stock is  subject  to  forfeiture  in the  event of  Employee's  Termination  of
Employment in certain  circumstances prior to vesting, as specified in Section 3
hereof, (iv) sales of shares delivered upon vesting of the Restricted Stock will
be subject to the Company's  policies  regulating trading by employees and (v) a
copy of the Plan and  related  prospectus  have  previously  been  delivered  to
Employee,  are being  delivered  to Employee or are  available  as  specified in
Section 1 hereof.

     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.

Employee                            INTERNATIONAL FLAVORS &
                                    FRAGRANCES INC.

___________________________         By:_______________________________
                                         Dennis M. Meany
                                         Senior Vice President, General Counsel
                                         and Secretary
TERMS AND CONDITIONS OF PURCHASED RESTRICTED STOCK

     The following Terms and Conditions apply to the Restricted Stock granted to
Employee  by  INTERNATIONAL  FLAVORS  &  FRAGRANCES  INC.  (the  "Company"),  as
specified in the Purchased  Restricted Stock Agreement (of which these Terms and
Conditions form a part).  Certain terms of the Restricted  Stock,  including the
number of Shares  granted,  Purchase  Price per Share and vesting date,  are set
forth on the preceding pages.

     1. General. The Restricted Stock is granted to Employee under the Company's
2000 Stock Award and Incentive  Plan (the "Plan"),  a copy of which is available
for review,  along with other documents  constituting  the  "prospectus" for the
Plan, on the Company's intranet site at One IFF/Corporate/Law Department. All of
the  applicable  terms,   conditions  and  other  provisions  of  the  Plan  are
incorporated by reference  herein.  Capitalized terms used in this Agreement but
not defined  herein shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this document and mandatory provisions of the
Plan,  the  provisions  of the  Plan  govern.  By  accepting  the  grant  of the
Restricted Stock, Employee agrees to be bound by all of the terms and provisions
of the Plan (as presently in effect or later amended), the rules and regulations
under the Plan adopted from time to time,  and the decisions and  determinations
of the Company's  Compensation  Committee  (the  "Committee")  made from time to
time,  provided  that no such Plan  amendment,  rule or  regulation or Committee
decision or  determination  shall  materially and adversely affect the rights of
the Employee with respect to outstanding Restricted Stock without the consent of
Employee.

     2.  Nontransferability.  Until such time as the Restricted Stock has become
vested in accordance with the terms of this Agreement, Employee may not transfer
Restricted  Stock or any rights  hereunder to any third party other than by will
or the laws of descent and distribution.  This restriction on transfer precludes
any sale, assignment,  pledge, or other encumbrance or disposition of the shares
of Restricted Stock (except for forfeitures to the Company).

     3. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Restricted Stock in the event of Employee's Termination of
Employment (as defined below), provided that the Committee retains its powers to
accelerate  vesting or modify these terms  subject to the consent of Employee in
the case of a modification materially adverse to Employee:

     (a) Voluntary  Resignation and Termination by the Company for Cause. In the
event of  Employee's  Termination  of Employment  due to his or her  voluntarily
resignation  (other than a Normal or Early Retirement  governed by clause (b) or
(c) below) or  Termination  of  Employment  by the Company for Cause (as defined
below), all unvested Restricted Stock will be immediately forfeited.

     (b) Disability or Normal Retirement. In the event of Employee's Termination
of Employment  due to Disability  (as defined  below) or Normal  Retirement  (as
defined below),  Employee's unvested Restricted Stock will not be forfeited, but
will remain outstanding and will become vested at the applicable date under this
Agreement  as though  Employee  had not had such a  Termination  of  Employment;
provided that Employee shall forfeit the unvested Restricted Stock if during the
period  following  Termination of Employment up to the date of vesting  Employee
engages in activity  that results in a Forfeiture  Event set forth in Section 10
of the  Plan.  Employee  acknowledges  that  the  Committee  has  relied  on the
discretion granted to it under Section 10(d) of the Plan in requiring forfeiture
upon  occurrence of a Forfeiture  Event during the  applicable  post-Termination
period.

     (c)  Termination by the Company Not for Cause or Early  Retirement.  In the
event of  Employee's  Termination  of Employment by the Company not for Cause or
Employee's Early Retirement, the following rules apply:
          -    A pro rata portion of Employee's then unvested  Restricted  Stock
               will not be  forfeited,  but  will  remain  outstanding  and will
               become  vested at the  applicable  date under this  Agreement  as
               though  Employee had not had such a  Termination  of  Employment.
               This pro rata  portion  will be  determined  by  multiplying  the
               number of unvested  Shares of Restricted  Stock by a fraction the
               numerator  of which is the  number of days from the Grant Date to
               the  date  of  Employee's   Termination  of  Employment  and  the
               denominator  of which is  1,095;  provided  that  Employee  shall
forfeit  the  unvested  Restricted  Stock if  during  the  period
               following  Termination  of  Employment  up to the date of vesting
               Employee  engages in activity that results in a Forfeiture  Event
               set forth in Section 10 of the Plan.  Employee  acknowledges that
               the  Committee has relied on the  discretion  granted to it under
               Section 10(d) of the Plan in requiring forfeiture upon occurrence
               of a  Forfeiture  Event  during the  applicable  post-Termination
               period.
          -    Employee's  Shares of Restricted Stock that had not become vested
               before such  Termination of Employment and which are not included
               in the pro rata  portion  subject to  continued  vesting  will be
               immediately forfeited.

     (d) Death.  In the event of Employee's  Termination  of  Employment  due to
death or the death of  Employee  following  Termination  but prior to vesting of
Restricted  Stock  not  otherwise  forfeited   hereunder,   Employee's  unvested
Restricted Stock will not be forfeited but will become immediately vested.

          (e) Certain Definitions.  The following definitions apply for purposes
     of this Agreement:

               (i) "Cause" has the meaning as defined in the Company's Executive
          Separation Policy or any successor policy thereto, as in effect at the
          time of Employee's Termination of Employment.

               (ii)  "Disability"  means  a  disability  entitling  Employee  to
          long-term disability benefits under the Company's long-term disability
          policy  as  in  effect  at  the  date  of  Employee's  termination  of
          employment,  upon written evidence of such permanent disability from a
          medical doctor in a form satisfactory to the Company.

               (iii) "Early  Retirement"  means  Termination  of  Employment  by
          either the Company or Employee  after Employee has attained age 55 and
          before  he or she has  attained  age 62 if at the time of  Termination
          Employee has ten or more years in the employ of the Company and/or its
          subsidiaries.

               (iv) "Normal  Retirement"  means  Termination  of  Employment  by
          either the Company or Employee after Employee has attained age 62.

               (v) "Termination of Employment" means the event by which Employee
          ceases to be employed by the Company or any  subsidiary of the Company
          and,  immediately   thereafter,   is  not  employed  by  or  providing
          substantial  services  to any of the  Company or a  subsidiary  of the
          Company.  If Employee  is granted a leave of absence  for  military or
          governmental  service or other purposes  approved by the Board,  he or
          she shall be considered as continuing in the employ of the Company, or
          of a subsidiary  of the Company,  for the purpose of this  subsection,
          while on such authorized leave of absence.

     4. Dividends and Distributions and Adjustments.

     (a) Dividends and Distributions. Employee shall be entitled to receive with
respect to the  Restricted  Stock all  dividends  and  distributions  payable on
Common Stock  (including for this purpose any forward stock split) if and to the
extent that he is the record owner of such  Restricted  Stock on any record date
for such a dividend or  distribution  and he has not forfeited  such  Restricted
Stock on or before the payment date for such dividend or  distribution,  subject
to the  following  terms and  conditions  (except as  provided  in Section  4(b)
below):

          (i)  In the event of a cash  dividend or cash  distribution  on Common
               Stock other than an extraordinary dividend or distribution with a
               per-Share value at the payment date exceeding 8% of the then Fair
               Market Value of a Share,  such dividend or distribution  shall be
               paid in cash to Employee and shall be non-forfeitable;

          (ii) In the event of any non-cash dividend or distribution in the form
               of property other than Common Stock payable on Common Stock, such
               as  shares  of a  subsidiary  of  the  Company  distributed  in a
               spin-off, the Company shall retain in its custody the property so
               distributed  in respect of  Employee's  Restricted  Stock,  which
property  thereafter will become vested if and to the same extent
               as the  original  Restricted  Stock  with  respect  to which  the
               property  was  distributed  becomes  vested and, to the  greatest
               extent  practicable,  shall be  subject  to all  other  terms and
               conditions as applied to the original Restricted Stock, including
               in the event of any dividends or distributions paid in respect of
               such  property or with respect to the  placement of any legend on
               certificate(s) or documents representing such property; provided,
               however,  that any dividend or distribution of rights that expire
               before  the  applicable  vesting  date will be  unrestricted  and
               exercisable by Employee in accordance with their terms;

          (iii)In the event of a dividend or  distribution in the form of Common
               Stock or split-up of shares, the Common Stock issued or delivered
               as such dividend or  distribution or resulting from such split-up
               will be deemed to be additional  Restricted Stock and will become
               vested if and to the same extent as the original Restricted Stock
               with  respect to which the dividend or  distribution  was payable
               becomes  vested,  and shall be  subject  to all  other  terms and
               conditions as applied to the original Restricted Stock; and

          (iv) In the event of an  extraordinary  cash dividend or  distribution
               not payable under clause (i) above, the amount of such cash shall
               be deemed  reinvested in additional  Restricted Stock at the Fair
               Market  Value of Shares on the payment  date,  and the  resulting
               Restricted  Stock will become vested if and to the same extent as
               the original  Restricted Stock with respect to which the dividend
               or distribution was payable becomes vested,  and shall be subject
               to all other  terms and  conditions  as applied  to the  original
               Restricted Stock.

     (b)  Adjustments.  The  number and kind of shares of  Restricted  Stock and
other terms and  conditions of Restricted  Stock or otherwise  contained in this
Agreement,  including the Purchase  Price per Share (for purposes of Section 6),
shall be appropriately  adjusted, in order to prevent dilution or enlargement of
Employee's rights hereunder, to reflect any changes in the number of outstanding
shares of Common Stock  resulting from any event referred to in Section 11(c) of
the Plan,  taking into  account any  Restricted  Stock or other  amounts paid or
credited to Employee in connection with such event under Section 4(a) hereof, in
the sole  discretion of the Committee.  In addition,  the Committee may vary the
treatment of any dividend or distribution  as specified under Section  4(a)(ii),
(iii) or (iv),  in its  discretion.  The Committee may determine how to treat or
settle any fractional share resulting under this Agreement.

     5. Change in Control Provisions. The provisions of Section 9(a) of the Plan
shall apply to the Restricted Stock, such that vesting of Restricted Stock shall
accelerate upon a Change in Control.

     6. Refund of Purchase  Price Upon  Forfeiture.  In the event of  Employee's
forfeiture  of  Restricted  Stock  under  Section 3, the  Company  will repay to
Employee,  for each Share of Restricted Stock forfeited,  an amount equal to the
lesser of the Purchase Price per Share (subject to any adjustment  under Section
4(b)) or 100% of the Fair Market Value of a Share at the date of forfeiture.  In
the case of any forfeiture  under Section 7, a refund will be paid calculated as
the greater of the amount determined under this Section 6 or the amount, if any,
payable under Section 10 of the Plan.

     7. Additional Forfeiture Provisions.  Employee agrees that, by signing this
Agreement  and  accepting  the grant of the  Restricted  Stock,  the  forfeiture
conditions  set forth in Section 10 of the Plan  shall  apply to the  Restricted
Stock and to gains realized upon the vesting of the Restricted Stock.

     8. Other Terms of Restricted Stock.

     (a) Voting and Other Shareholder Rights. Employee shall be entitled to vote
Restricted  Stock on any matter  submitted to a vote of holders of Common Stock,
and  shall  have all other  rights of a  shareholder  of the  Company  except as
expressly limited by this Agreement.

     (b) Employee Representations and Warranties Upon Vesting. As a condition to
the vesting of Restricted  Stock,  the Company may require  Employee to make any
representation  or  warranty  to  the  Company  as  may be  required  under  any
applicable law or regulation,  and to make a representation and warranty that no
Forfeiture  Event has occurred or is contemplated  within the meaning of Section
10 of the Plan.
(c)  Certificates/DRS.  Restricted  Stock shall be evidenced by issuance of
one  or  more  certificates  or  in  certificate-less   form  under  the  Direct
Registration System ("DRS") established by the Company, in the name of Employee,
bearing  an  appropriate  legend  referring  to  the  terms,   conditions,   and
restrictions  applicable hereunder,  and shall remain in the physical custody of
the  General  Counsel  of the  Company or his  designee  until such time as such
Shares of Restricted Stock have been vested and the restrictions  hereunder have
therefore  lapsed.  In  addition,  Restricted  Stock  shall be  subject  to such
stop-transfer  orders and other  restrictive  measures as the General Counsel of
the Company shall deem advisable under federal or state  securities  laws, rules
and regulations thereunder,  and the rules of the New York Stock Exchange, or to
implement the terms,  conditions  and  restrictions  hereunder,  and the General
Counsel may cause a legend or legends to be placed on any such  certificates  or
DRS  accounts  to  make  appropriate  reference  to the  terms,  conditions  and
restrictions hereunder.

     (d) Stock Powers. Employee agrees to execute and deliver to the Company one
or more stock powers,  in such form as may be specified by the General  Counsel,
authorizing  the  transfer  of the  Restricted  Stock to the  Company,  upon the
request of the Company.

     (e)  Mandatory  Tax  Withholding.   Unless  otherwise   determined  by  the
Committee,  at the time of settlement  the Company will withhold from any Shares
deliverable  to Employee,  in  accordance  with Section  11(d) of the Plan,  the
number of shares  having a value  nearest to, but not  exceeding,  the amount of
income  taxes,  employment  taxes or other  withholding  amounts  required to be
withheld under applicable local laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing  authorities.  Employee will
be responsible  for any taxes relating to the Restricted  Stock not satisfied by
means of such mandatory withholding.

     (f) Employee  Consent.  By signing  this  Agreement,  Employee  voluntarily
acknowledges  and consents to the  collection,  use,  processing and transfer of
personal  data as  described in this  Section  8(f).  Employee is not obliged to
consent to such  collection,  use,  processing  and  transfer of personal  data;
however,  failure to  provide  the  consent  may  affect  Employee's  ability to
participate in the Plan. The Company and its subsidiaries  hold, for the purpose
of managing and  administering  the Plan,  certain  personal  information  about
Employee,  including Employee's name, home address and telephone number, date of
birth, social security number or other employee  identification  number, salary,
nationality,  job  title,  any  shares  of  stock or  directorships  held in the
Company,  and details of all options or any other entitlement to shares of stock
awarded,  canceled,  purchased,  vested,  unvested or  outstanding in Employee's
favor  ("Data").  The Company and/or its  subsidiaries  will transfer Data among
themselves as necessary for the purpose of  implementation,  administration  and
management of Employee's participation in the Plan and the Company and/or any of
its subsidiaries  may each further transfer Data to any third parties  assisting
the Company in the  implementation,  administration  and management of the Plan.
These  recipients  may be located in the European  Economic  Area,  or elsewhere
throughout the world,  such as the United States.  Employee  authorizes  them to
receive,  possess,  use,  retain and transfer the Data,  in  electronic or other
form, for the purposes of implementing,  administering  and managing  Employee's
participation in the Plan,  including any requisite transfer of such Data as may
be required for the  administration of the Plan and/or the subsequent holding of
shares on Employee's  behalf to a broker or other third party with whom Employee
may elect to deposit any shares acquired pursuant to the Plan.  Employee may, at
any time,  review Data,  require any necessary  amendments to it or withdraw the
consents  herein in writing by  contacting  the  Company;  however,  withdrawing
consent may affect Employee's ability to participate in the Plan.

     (g)  Voluntary  Participation.  Employee's  participation  in the  Plan  is
voluntary.  The  value  of the  Restricted  Stock  is an  extraordinary  item of
compensation.  As such, the  Restricted  Stock is not part of normal or expected
compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments,  bonuses,  long-service  awards,  pension or retirement
benefits  or similar  payments.  Rather,  the  awarding of  Restricted  Stock to
Employee under the Plan represents a mere investment opportunity.

     (h) Consent to Electronic Delivery.  EMPLOYEE HEREBY CONSENTS TO ELECTRONIC
DELIVERY OF THE PLAN, THE PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS RELATED TO
THE PLAN (COLLECTIVELY, THE "PLAN DOCUMENTS"). THE COMPANY WILL DELIVER THE PLAN
DOCUMENTS ELECTRONICALLY TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS
INTRANET WEBSITE OR BY ANOTHER MODE OF ELECTRONIC  DELIVERY AS DETERMINED BY THE
COMPANY IN ITS SOLE  DISCRETION.  THE  COMPANY  WILL SEND TO  EMPLOYEE AN E-MAIL
ANNOUNCEMENT WHEN A NEW PLAN DOCUMENT IS AVAILABLE ELECTRONICALLY FOR EMPLOYEE'S
REVIEW,  DOWNLOAD OR PRINTING  AND WILL PROVIDE  INSTRUCTIONS  ON WHERE THE PLAN
DOCUMENT  CAN BE FOUND.  UNLESS  OTHERWISE  SPECIFIED IN WRITING BY THE COMPANY,
EMPLOYEE   WILL  NOT  INCUR  ANY  COSTS  FOR   RECEIVING   THE  PLAN   DOCUMENTS
ELECTRONICALLY  THROUGH THE COMPANY'S  COMPUTER NETWORK.  EMPLOYEE WILL HAVE THE
RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN  REQUEST
FOR A PAPER COPY TO THE ADDRESS  SPECIFIED IN SECTION 10(d)  HEREOF.  EMPLOYEE'S
CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN  DOCUMENTS  WILL BE VALID AND REMAIN
EFFECTIVE UNTIL THE EARLIER OF (I) THE  TERMINATION OF EMPLOYEE'S  PARTICIPATION
IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE'S CONSENT TO ELECTRONIC DELIVERY
OF THE PLAN DOCUMENTS. THE COMPANY ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE
RIGHT AT ANY TIME TO WITHDRAW HIS OR HER CONSENT TO  ELECTRONIC  DELIVERY OF THE
PLAN  DOCUMENTS  BY  SENDING  A  WRITTEN  NOTICE OF  WITHDRAWAL  TO THE  ADDRESS
SPECIFIED IN SECTION 10(d) HEREOF.  IF EMPLOYEE  WITHDRAWS HIS OR HER CONSENT TO
ELECTRONIC  DELIVERY,  THE COMPANY WILL RESUME  SENDING PAPER COPIES OF THE PLAN
DOCUMENTS WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE.
EMPLOYEE  ACKNOWLEDGES  THAT HE OR SHE IS ABLE TO  ACCESS,  VIEW AND  RETAIN  AN
E-MAIL ANNOUNCEMENT  INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN
EITHER  HTML,  PDF OR SUCH OTHER  FORMAT AS THE COMPANY  DETERMINES  IN ITS SOLE
DISCRETION.

     10. Miscellaneous.

     (a) Binding Agreement;  Written Amendments. This Agreement shall be binding
upon the heirs,  executors,  administrators and successors of the parties.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the Restricted  Stock,  and  supersedes  any prior  agreements or documents with
respect  thereto.  No amendment or alteration of this Agreement which may impose
any additional  obligation upon the Company shall be valid unless expressed in a
written  instrument duly executed in the name of the Company,  and no amendment,
alteration,  suspension or termination  of this  Agreement  which may materially
impair the rights of  Employee  with  respect to the  Restricted  Stock shall be
valid unless expressed in a written instrument executed by Employee.

     (b) No Promise of Employment. The Restricted Stock and the granting thereof
shall not constitute or be evidence of any agreement or  understanding,  express
or implied,  that  Employee has a right to continue as an officer or employee of
the Company for any period of time, or at any particular  rate of  compensation.
Employee  acknowledges  and agrees that the Plan is  discretionary in nature and
limited  in  duration,  and may be  amended,  cancelled,  or  terminated  by the
Company,  in its  sole  discretion,  at any  time,  provided,  however  that any
outstanding Restricted Stock shall not be materially and adversely affected. The
grant of  Restricted  Stock  under the Plan is a one-time  benefit  and does not
create any contractual or other right to receive a grant of restricted  stock or
other equity awards or benefits in lieu of equity  awards in the future.  Future
grants,  if any, will be at the sole discretion of the Company,  including,  but
not  limited  to,  the timing of any  grant,  the  number of Shares and  vesting
provisions.

     (d) Governing Law. THE VALIDITY, CONSTRUCTION, AND EFFECT OF THIS AGREEMENT
SHALL BE DETERMINED  IN  ACCORDANCE  WITH THE LAWS  (INCLUDING  THOSE  GOVERNING
CONTRACTS)  OF THE STATE OF NEW YORK,  WITHOUT  GIVING  EFFECT TO  PRINCIPLES OF
CONFLICTS OF LAWS,  AND  APPLICABLE  FEDERAL LAW. The  Restricted  Stock and the
granting  thereof are subject to the Employee's  compliance  with the applicable
law of the jurisdiction of Employee's employment.

     (e) Notices.  Any notice to be given the Company under this Agreement shall
be  addressed  to the  Company  at 521 West 57th  Street,  New  York,  NY 10019,
attention:  Corporate  Secretary,  and  any  notice  to the  Employee  shall  be
addressed to the Employee at Employee's address as then appearing in the records
of the Company.
Exhibit 10.5

                     INTERNATIONAL FLAVORS & FRAGRANCES INC.

                2000 Stock Award and Incentive Plan (the "Plan")
                   Stock-Settled Appreciation Rights Agreement

     This Stock-Settled Appreciation Rights Agreement (the "Agreement") confirms
the grant on ____________,  200_ (the "Grant Date") by  INTERNATIONAL  FLAVORS &
FRAGRANCES  INC.,  a  New  York  corporation  (the  "Company"),   to  __________
("Employee"),  for the  purpose  set forth in  Section  1 of the Plan,  of stock
appreciation  rights (the "SARs") covering shares of the Company's Common Stock,
par value  $.12-1/2  per share (the  "Shares"),  pursuant to Section 6(c) of the
Plan, as follows:

Shares covered by SARs:       ______Shares

Base Price (akin to           $______  per Share, being the fair market value
exercise price):              thereof on the Grant Date

SARs vest and become          As to 100%  of the Shares covered by the SARs on
exercisable:                  the third anniversary of the Grant Date, except
                              that different vesting and exercisability
                              provisions may pply upon the occurrence of certain
                              events specified in Section 5 or 6 hereof

Expiration Date:              The seventh anniversary of the Grant Date (at the
                              close of business) (the "Stated Expiration Date")
                              or, in the event Employee's employment by the
                              Company or its subsidiaries earlier terminates,
                              then at the date the SARs expire or cease to be
                              exercisable as provided under Section 5 hereof,
                              or, in the event of a Change in Control, as
                              provided in Section 6

Payment to Employee Upon      Upon exercise of SARs, Employee shall be entitled
Exercise:                     to receive payment in Shares determined by the
                              following formula:

                                     Shares = ((FMV - Base Price) * SARs
                                              Exercised) / FMV

                               Where:   "Shares" is the number of Shares to be
                                        delivered
                                        "FMV" is the Fair Market Value of a
                                        Share at the exercise date
                                        "Base Price" is as set forth above
                                        "SARs Exercised" is the number of Shares
                                         covered by the SARs then being
                                         exercised
                                        "*" means "multiplied by"
                                        "/ " means "divided by"

Other Exercise Conditions     SARs may only be exercised at a date that the Fair
                              Market Value of a Share exceeds the Base Price,
                              and only if the SARs are otherwise exercisable at
                              such date.  If, on the date the SARs expire or
                              terminate, both conditions in the preceding
                              sentence have been met, the SARs shall be
                              automatically exercised.

The SARs are subject to the terms and conditions of the Plan and this Agreement,
including the Terms and Conditions of Stock  Appreciation  Rights Grant attached
hereto. The number and kind of shares purchasable and the Base Price are subject
to adjustment in accordance with Section 11(c) of the Plan.

     Employee  acknowledges  and agrees  that (i) the SARs are  nontransferable,
except as provided in Section 4 hereof and Section  11(b) of the Plan,  (ii) the
SARs,  and certain  amounts of gain  realized  upon  exercise  of the SARs,  are
subject  to  forfeiture  in  the  event  Employee   fails  to  meet   applicable
requirements relating to non-competition,  confidentiality,  non-solicitation of
customers,  suppliers,  business  associates,  employees and service  providers,
non-disparagement  and cooperation in litigation with respect to the Company and
its subsidiaries and affiliates, as set forth in Section 7 hereof and Section 10
of the Plan, (iii) the SARs are subject to forfeiture in the event of Employee's
termination of employment in certain circumstances, as provided in Section 10 of
the Plan and  Section 5 hereof,  (iv)  sales of Shares  will be  subject  to the
Company's policies regulating securities trading by employees and the securities
laws of the United States and (v) a copy of the Plan and related prospectus have
previously  been delivered to Employee,  are being  delivered to Employee or are
available as specified in Section 1 hereof.

     IN WITNESS WHEREOF, International Flavors & Fragrances Inc. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  as of the Grant Date, both parties  intending
to be legally bound hereby.

Employee                                INTERNATIONAL FLAVORS &
                                        FRAGRANCES INC.

_____________________________           By:__________________________________
                                             Dennis M. Meany
                                             Senior Vice President, General
                                             Counsel & Secretary
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS GRANT

     The following Terms and Conditions apply to the SARs granted to Employee by
INTERNATIONAL  FLAVORS & FRAGRANCES  INC. (the  "Company"),  as specified on the
preceding  page.  Certain  specific  terms of the SARs,  including the number of
shares  purchasable,  vesting and expiration  dates, and the Base Price, are set
forth on the preceding page.

     1. General. The SARs are granted to Employee under the Company's 2000 Stock
Award and Incentive Plan (the "Plan"),  a copy of which is available for review,
along with other documents  constituting  the  "prospectus" for the Plan, on the
Company's intranet site at One IFF/Corporate/Law  Department.  All of the terms,
conditions  and  other  provisions  of the Plan are  incorporated  by  reference
herein.  Capitalized  terms used in this Agreement but not defined herein (or in
the preceding page) shall have the same meanings as in the Plan. If there is any
conflict between the provisions of this document and mandatory provisions of the
Plan,  the  provisions  of the Plan govern.  By accepting the grant of the SARs,
Employee  agrees to be bound by all of the terms and  provisions of the Plan (as
presently  in effect or later  amended),  rules and  regulations  under the Plan
adopted from time to time,  and  decisions and  determinations  of the Company's
Compensation  Committee (the "Committee") made from time to time,  provided that
no  such  Plan   amendment,   rule  or  regulation  or  Committee   decision  or
determination  shall  materially and adversely affect the rights of the Employee
with respect to the SARs without Employee's consent.

     2.  Right  to  Exercise  SARs.  Subject  to  all  applicable  laws,  rules,
regulations and the terms of the Plan and this Agreement,  Employee may exercise
the SARs if and to the extent it has become vested and exercisable but not after
the Stated Expiration Date of the SARs.

     3. Method of Exercise.  To exercise the SARs, unless otherwise permitted by
the  Company,  Employee  must give  written  notice to the Company or its agent,
which notice shall  specifically  refer to this  Agreement,  state the number of
Shares  as to which the SARs are  being  exercised,  the name in which he or she
wishes the Shares to be issued, and be signed by Employee. Once Employee gives a
valid  notice  of  exercise,  such  notice  may not be  revoked.  When  Employee
exercises the SARs, or part thereof, the Company will transfer Shares (or make a
certificate-less  credit)  to  Employee's  brokerage  account  at  a  designated
securities  brokerage firm or otherwise deliver Shares to Employee.  No Employee
or Beneficiary  shall have at any time any rights with respect to shares covered
by this Agreement prior to issuance of certificates (or certificate-less credit)
therefor  following  exercise of the SARs as provided above. No adjustment shall
be made for  dividends or other rights for which the record date is prior to the
date of issue of such stock  certificates  (or credit).  If any fractional Share
would be deliverable  upon exercise,  after taking into account  withholding for
mandatory  taxes in accordance  with Section 9(a),  the Company will pay cash in
lieu of delivery of such fractional Share or will use such cash to apply towards
withholding for taxes.

     4. Transferability. Except to the extent permitted under and subject to the
conditions  of  Section  11(b) of the  Plan,  the SARs  may not be  assigned  or
transferred in any way by the Employee,  except at the Employee's  death, by his
or her will or pursuant to the applicable laws of descent and distribution or to
his or her designated Beneficiary, and in the event of his or her death the SARs
shall be exercisable as provided in Section 5 hereof.  If Employee shall attempt
to make such prohibited  assignment or transfer,  the unexercised portion of the
SARs shall be null and void and the  Company  shall  have no  further  liability
hereunder.

     5.  Termination  Provisions.  The  following  provisions  will  govern  the
vesting,  exercisability  and  expiration of the SARs in the event of Employee's
Termination  of  Employment  (as defined  below);  provided  that the  Committee
retains its powers to  accelerate  vesting or modify these terms  subject to the
consent  of  Employee  in the  case  of a  modification  materially  adverse  to
Employee:

     (a) Exercise While Employed;  Voluntary  Resignation and Termination by the
Company for Cause. Except as provided in this Section 5, Employee shall have the
right to  exercise  the SARs only so long as he or she  remains in the employ of
the Company or a subsidiary of the Company, including a subsidiary which becomes
such after the date of this Agreement.  Accordingly,  in the event of Employee's
Termination of Employment due to his or her voluntarily  resignation (other than
a Normal or Early Retirement governed by clause (b) or (c) below) or Termination
of  Employment  by the Company for Cause (as defined  below),  all unvested SARs
will be  immediately  forfeited,  and all  vested  SARs  (i)  will  cease  to be
exercisable  and will  terminate on the date three months after  Termination  of
Employment due to such Voluntary  Resignation  (but in no event after the Stated
Expiration  Date)  and (ii)  will  cease to be  exercisable  and will  terminate
immediately in the case of a Termination by the Company for Cause.

     (b) Disability or Normal Retirement. In the event of Employee's Termination
of Employment  due to Disability  (as defined  below) or Normal  Retirement  (as
defined below), the following rules will apply:
     -    Employee's  unvested  SARs  will not be  forfeited,  but  will  remain
          outstanding  and will become  exercisable at the applicable date under
          this  Agreement as though  Employee had not had such a Termination  of
          Employment;  provided  that, in the case of  Termination of Employment
          due to Disability  or Normal  Retirement,  Employee  shall forfeit the
          unvested SARs if during the period following Termination of Employment
          up to the date of vesting Employee engages in activity that results in
          a  Forfeiture  Event set  forth in  Section  10 of the Plan.  Employee
          acknowledges  that the Committee has relied on the discretion  granted
          to it under  Section  10(d) of the Plan in requiring  forfeiture  upon
          occurrence   of   a   Forfeiture    Event   during   the    applicable
          post-Termination period.
     -    Unless  forfeited,   Employee's  SARs  shall  remain  outstanding  and
          exercisable  until the Stated  Expiration Date, at which date the SARs
          will cease to be exercisable and will  terminate,  except as otherwise
          provided herein.

     (c)  Termination by the Company Not for Cause or Early  Retirement.  In the
event of  Employee's  Termination  of Employment by the Company not for Cause or
Employee's Early Retirement, the following rules apply:

     -    A pro rata  portion  of  Employee's  then  unvested  SARs  will not be
          forfeited,  but will remain outstanding and will become exercisable at
          the applicable  date under this  Agreement as though  Employee had not
          had such a Termination  of  Employment.  This pro rata portion will be
          determined  by  multiplying  the  number  of such  unvested  SARs by a
          fraction  the  numerator of which is the number of days from the Grant
          Date to the  date of  Employee's  Termination  of  Employment  and the
          denominator  of which is 1,095;  provided that Employee  shall forfeit
          the  unvested  SARs if during  the  period  following  Termination  of
          Employment up to the date of vesting Employee engages in activity that
          results  in a  Forfeiture  Event set forth in  Section 10 of the Plan.
          Employee  acknowledges that the Committee has relied on the discretion
          granted to it under Section 10(d) of the Plan in requiring  forfeiture
          upon   occurrence  of  a  Forfeiture   Event  during  the   applicable
          post-Termination period.
     -    Employee's SARs that had not become vested before such  Termination of
          Employment  and are not  included in the pro rata  portion  subject to
          continued vesting will be immediately forfeited.
     -    Employee's  SARs that were vested at the time of such  Termination  of
          Employment and those that thereafter  become vested under this Section
          5(c)  shall  remain  outstanding  and  exercisable  until  the  Stated
          Expiration  Date, at which date the SARs will cease to be  exercisable
          and will terminate.

     (d) Death.  In the event of Employee's  Termination  of  Employment  due to
death or death of Employee  following  Termination  but prior to vesting of SARs
not  otherwise  forfeited  hereunder,  Employee's  unvested  SARs  will  not  be
forfeited but will become  immediately  vested and  exercisable,  and all vested
SARs shall remain  outstanding and exercisable until the Stated Expiration Date,
at which date the SARs will cease to be exercisable and will  terminate,  except
as  otherwise  provided  herein.  Any SARs  exercisable  under this Section 5(d)
following Employee's death may be exercised by Employee's legal  representative,
distributee, legatee or designated Beneficiary, as the case may be.

     (e) Certain  Definitions.  The following  definitions apply for purposes of
this Agreement:

          (i)  "Cause"  has the  meaning as defined in the  Company's  Executive
     Separation Policy or any successor policy thereto, as in effect at the time
     of Employee's Termination of Employment.

          (ii) "Disability"  means a disability  entitling Employee to long-term
     disability benefits under the Company's  long-term  disability policy as in
     effect at the date of Employee's  termination of  employment,  upon written
     evidence  of such  permanent  disability  from a  medical  doctor in a form
satisfactory to the Company.

          (iii) "Early Retirement" means Termination of Employment by either the
     Company or Employee after Employee has attained age 55 and before he or she
     has attained age 62 if at the time of Termination  Employee has ten or more
     years in the employ of the Company and/or its subsidiaries.

          (iv) "Normal Retirement" means Termination of Employment by either the
     Company or Employee after Employee has attained age 62.

          (v)  "Termination  of  Employment"  means the event by which  Employee
     ceases to be employed by the Company or any  subsidiary of the Company and,
     immediately  thereafter,  is  not  employed  by  or  providing  substantial
     services to any of the Company or a subsidiary of the Company.  If Employee
     is granted a leave of absence for military or governmental service or other
     purposes approved by the Board, he or she shall be considered as continuing
     in the employ of the Company,  or of a subsidiary  of the Company,  for the
     purpose of this subsection, while on such authorized leave of absence.

     6. Change in Control  Provisions.  The  provisions of Section 9 of the Plan
shall not apply to the SARs, except as specifically  provided in this Section 6.
In the event of a Change in Control (as  defined in Section 9 of the Plan),  the
SARs, if not previously  forfeited,  will be fully vested and  exercisable for a
period of 90-days commencing at the date of the Change in Control,  during which
period Employee may elect to receive,  instead of shares upon exercise,  cash in
an amount  equal to (i) the Fair Market Value of a Share at the date of exercise
minus the Base Price per share of the SARs times (ii) the number of shares  that
remained  subject to the SARs  (whether or not vested) at the time of the Change
in Control (this payment will be required only if it is a positive amount). Such
cash  payment  shall  be made in a lump  sum at the  date  of  exercise.  At the
expiration of such 90-day period following the Change in Control,  Employee will
have no further rights with respect to the SARs, which thereupon will terminate.

     7. Forfeiture  Provisions.  Employee agrees that, by signing this Agreement
and  accepting the grant of the SARs,  the  forfeiture  conditions  set forth in
Section 5(b) hereof and in Section 10 of the Plan shall apply to the SARs and to
gains realized upon the exercise of the SARs (in addition to the requirements of
Section 5(b) and (c) applicable during any period of continued vesting following
Termination of Employment).

     8. Employee Representations and Warranties, Consents and Acknowledgements.

     (a) As a condition  to the  exercise  of the SARs,  the Company may require
Employee  to make  any  representation  or  warranty  to the  Company  as may be
required under any applicable  law or regulation,  and to make a  representation
and warranty that no Forfeiture Event has occurred or is contemplated within the
meaning of Section 5(b) hereof and Section 10 of the Plan.

     (b) By  signing  this  Agreement,  Employee  voluntarily  acknowledges  and
consents to the  collection,  use  processing  and transfer of personal  data as
described  in this  clause  (b).  Employee  is not  obliged  to  consent to such
collection,  use, processing and transfer of personal data; however,  failure to
provide the consent may affect  Employee's  ability to  participate in the Plan.
The  Company  and  its  subsidiaries  hold,  for the  purpose  of  managing  and
administering the Plan, certain personal  information about Employee,  including
Employee's  name,  home  address and  telephone  number,  date of birth,  social
security number or other employee  identification number,  salary,  nationality,
job title, any shares of stock or directorships held in the Company,  details of
all  options  and SARs or any other  entitlement  to  shares  of stock  awarded,
canceled,  purchased,  vested,  unvested  or  outstanding  in  Employee's  favor
("Data").   The  Company  and/or  its  subsidiaries  will  transfer  Data  among
themselves as necessary for the purpose of  implementation,  administration  and
management of Employee's participation in the Plan and the Company and/or any of
its subsidiaries  may each further transfer Data to any third parties  assisting
the Company in the  implementation,  administration  and management of the Plan.
These  recipients  may be located in the European  Economic  Area,  or elsewhere
throughout the world,  such as the United States.  Employee  authorizes  them to
receive,  possess,  use,  retain and transfer the Data,  in  electronic or other
form, for the purposes of implementing,  administering  and managing  Employee's
participation in the Plan,  including any requisite transfer of such Data as may
be required for the  administration of the Plan and/or the subsequent holding of
Shares on Employee's  behalf to a broker or other third party with whom Employee
may elect to deposit any Shares acquired pursuant to the Plan.  Employee may, at
any time,  review Data,  require any necessary  amendments to it or withdraw the
consents  herein in writing by  contacting  the  Company;  however,  withdrawing
consent may affect Employee's ability to participate in the Plan.

     (c)  Employee's  participation  in the Plan is voluntary.  The value of the
SARs is an extraordinary item of compensation. As such, the SARs are not part of
normal or expected  compensation  for  purposes of  calculating  any  severance,
resignation,  redundancy, end of service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.  Rather, the awarding of the
SARs to Employee under the Plan represents a mere investment opportunity.

     (d)  EMPLOYEE  HEREBY  CONSENTS TO  ELECTRONIC  DELIVERY  OF THE PLAN,  THE
PROSPECTUS FOR THE PLAN AND OTHER DOCUMENTS  RELATED TO THE PLAN  (COLLECTIVELY,
THE  "PLAN   DOCUMENTS").   THE  COMPANY   WILL   DELIVER  THE  PLAN   DOCUMENTS
ELECTRONICALLY  TO EMPLOYEE BY E-MAIL, BY POSTING SUCH DOCUMENTS ON ITS INTRANET
WEBSITE OR BY ANOTHER MODE OF  ELECTRONIC  DELIVERY AS DETERMINED BY THE COMPANY
IN ITS SOLE DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT
WHEN A NEW PLAN  DOCUMENT IS AVAILABLE  ELECTRONICALLY  FOR  EMPLOYEE'S  REVIEW,
DOWNLOAD OR PRINTING AND WILL PROVIDE  INSTRUCTIONS  ON WHERE THE PLAN  DOCUMENT
CAN BE FOUND.  UNLESS  OTHERWISE  SPECIFIED IN WRITING BY THE COMPANY,  EMPLOYEE
WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS ELECTRONICALLY THROUGH
THE COMPANY'S  COMPUTER  NETWORK.  EMPLOYEE WILL HAVE THE RIGHT TO RECEIVE PAPER
COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN REQUEST FOR A PAPER COPY TO THE
ADDRESS  SPECIFIED  IN SECTION  9(e) HEREOF.  EMPLOYEE'S  CONSENT TO  ELECTRONIC
DELIVERY  OF THE PLAN  DOCUMENTS  WILL BE VALID AND REMAIN  EFFECTIVE  UNTIL THE
EARLIER OF (I) THE TERMINATION OF EMPLOYEE'S  PARTICIPATION IN THE PLAN AND (II)
THE  WITHDRAWAL  OF  EMPLOYEE'S  CONSENT  TO  ELECTRONIC  DELIVERY  OF THE  PLAN
DOCUMENTS.  THE COMPANY  ACKNOWLEDGES  AND AGREES THAT EMPLOYEE HAS THE RIGHT AT
ANY TIME TO  WITHDRAW  HIS OR HER  CONSENT TO  ELECTRONIC  DELIVERY  OF THE PLAN
DOCUMENTS BY SENDING A WRITTEN NOTICE OF WITHDRAWAL TO THE ADDRESS  SPECIFIED IN
SECTION  9(e) HEREOF.  IF EMPLOYEE  WITHDRAWS  HIS OR HER CONSENT TO  ELECTRONIC
DELIVERY,  THE COMPANY WILL RESUME  SENDING  PAPER COPIES OF THE PLAN  DOCUMENTS
WITHIN TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE WITHDRAWAL NOTICE.  EMPLOYEE
ACKNOWLEDGES  THAT  HE OR SHE IS ABLE TO  ACCESS,  VIEW  AND  RETAIN  AN  E-MAIL
ANNOUNCEMENT  INFORMING EMPLOYEE THAT THE PLAN DOCUMENTS ARE AVAILABLE IN EITHER
HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE DISCRETION.

     9. Miscellaneous.

     (a)  Mandatory  Tax  Withholding.   Unless  otherwise   determined  by  the
Committee,  at the time of exercise  the Company will  withhold  from any shares
deliverable  upon  exercise,  in accordance  with Section 11(d) of the Plan, the
number of shares  having a value  nearest to, but not  exceeding,  the amount of
income  taxes,  employment  taxes or other  withholding  amounts  required to be
withheld under applicable local laws and regulations, and pay the amount of such
withholding taxes in cash to the appropriate taxing  authorities.  Employee will
be responsible  for any taxes relating to the SARs and the exercise  thereof not
satisfied by means of such mandatory withholding.

     (b) Binding Agreement;  Written Amendments. This Agreement shall be binding
upon the heirs,  executors,  administrators and successors of the parties.  This
Agreement  constitutes the entire agreement  between the parties with respect to
the SARs, and  supersedes any prior  agreements or documents with respect to the
SARs.  No  amendment  or  alteration  of this  Agreement  which may  impose  any
additional  obligation  upon the Company  shall be valid  unless  expressed in a
written  instrument duly executed in the name of the Company,  and no amendment,
alteration, suspension or termination of this Agreement which may materially and
adversely  affect the rights of  Employee  under the SARs shall be valid  unless
expressed in a written instrument executed by Employee.

     (c) No Promise of Employment.  The SARs and the granting  thereof shall not
constitute or be evidence of any agreement or understanding, express or implied,
that  Employee  has a right to  continue  as an  employee of the Company for any
period of time, or at any particular rate of compensation. Employee acknowledges
and agrees that the Plan is discretionary in nature and limited in duration, and
may be amended, cancelled, or terminated by the Company, in its sole discretion,
at any time, provided,  however that any outstanding SARs shall not be affected.
The grant of stock SARs under the Plan is a one-time benefit and does not create
any  contractual  or other right to receive a grant of stock SARs or benefits in
lieu of stock SARs in the future.  Future  grants,  if any,  will be at the sole
discretion  of the  Company,  including,  but not  limited to, the timing of any
grant, the number of SARs, vesting provisions and the exercise or base price.

     (d) Governing Law. The validity, construction, and effect of this Agreement
shall be determined  in  accordance  with the laws  (including  those  governing
contracts)  of the State of New York,  without  giving  effect to  principles of
conflicts of laws, and applicable federal law. The SARs and the granting thereof
are  subject  to  the  Company's  compliance  with  the  applicable  law  of the
jurisdiction of Employee's employment.

     (e) Notices.  Any notice to be given the Company under this Agreement shall
be  addressed  to the  Company  at 521 West 57th  Street,  New  York,  NY 10019,
attention:  Corporate  Secretary,  and  any  notice  to the  Employee  shall  be
addressed to the Employee at Employee's address as then appearing in the records
of the Company.
Exhibit 10.6

                    INTERNATIONAL FLAVORS & FRAGRANCES INC.

                       2000 Stock Award and Incentive Plan
                             As Amended and Restated

                      U.S. Restricted Stock Units Agreement

This Restricted  Stock Units Agreement (the  "Agreement")  confirms the grant on
__________,  20__ (the "Grant Date") by INTERNATIONAL FLAVORS & FRAGRANCES INC.,
a New York corporation (the "Company"), to __________ ("Employee") of Restricted
Stock Units (the "Units"), as follows:

Number granted:   _____ Units

Units vest:    All Units  will vest on  _________,  20__  (the  "Stated  Vesting
          Date"),  if not  previously  forfeited.  In  addition,  the Units will
          become  immediately  vested  upon a  Change  in  Control  or upon  the
          occurrence of certain events  relating to termination of employment in
          accordance with Section 4 hereof.

          Settlement: Units granted hereunder will be settled by delivery of one
          share of the Company's Common Stock, par value $.12-1/2 per share, for
          each Unit being settled.  Such  settlement  shall occur promptly on or
          following  the vesting (the lapse of the risk of  forfeiture)  of each
          Unit as specified above. Any reference in this Agreement to settlement
          "promptly" upon a settlement date requires that shares be delivered no
          more  than  60  days  after  the   settlement   date.   The  foregoing
          notwithstanding,  settlement  shall be deferred in certain cases if so
          elected by Employee by filling out the  following  section,  executing
          the Agreement and returning it to the Company by __________,  20__, or
          as otherwise provided under Section 6 hereof:

          Check Only One:

          ____ I hereby  elect to have my Units  settled  at the date of vesting
               (this  includes  any date  following  Termination  of  Employment
               deemed to result from  continued  vesting  under  Section 4(b) or
               (c)) (Note: this election will apply if this form is not returned
               or if no box is checked).

          ____ I hereby  elect to defer  the  settlement  of my Units  until the
               first  business  day of the year  (date  must be after the Stated
               Vesting Date) (subject to accelerated  settlement of the deferred
               Units  in the  event  of a  Change  in  Control  and  accelerated
               settlement of previously  vested Units in the event of Employee's
               Termination  of Employment  for any reason,  including  Normal or
               Early  Retirement,  after the Stated  Vesting Date, at which time
               settlement will occur promptly but subject to the six-month delay
               rule of Section 6(b), if applicable).

          ____ I hereby  elect  to defer  the  settlement  of my Units  until my
               Termination of Employment for any reason,  including  Retirement,
               at which time  settlement  will occur promptly but subject to the
               six-month  delay rule of Section 6(b), if applicable,  and in all
               events subject to accelerated settlement in the event of a Change
               in Control.

          If I elect to defer the  settlement  of my Units,  I  acknowledge  and
          agree that, if the Company declares and pays a dividend of any kind on
          the Company's Common Stock,  amounts equivalent to such dividends will
          be paid on any vested  Units after the Stated  Vesting  Date,  even if
          such Units have not been settled,  and that such dividend  equivalents
          will be treated as compensation to me.

                                   * * * * * *

The Units are granted  under  Section 6(e) of the 2000 Stock Award and Incentive
Plan,  as amended and restated  (the  "Plan"),  and are subject to the terms and
conditions of the Plan and this Agreement, including the Terms and Conditions of
Restricted  Stock  Units  attached  hereto.  The number of Units and the kind of
shares  deliverable  in  settlement  of  Units  are  subject  to  adjustment  in
accordance with Section 5 hereof and Section 11(c) of the Plan.

     Employee acknowledges and agrees that (i) Units are nontransferable, except
as provided in Section 3 hereof and Section 11(b) of the Plan,  (ii) Units,  and
certain  amounts of gain  realized  upon  settlement  of Units,  are  subject to
forfeiture in the event Employee fails to meet applicable  requirements relating
to non-competition,  confidentiality,  non-solicitation of customers, suppliers,
business associates,  employees,  and service providers,  non-disparagement  and
cooperation in litigation with respect to the Company and its  subsidiaries  and
affiliates,  as set forth in Section 7 hereof and Section 10 of the Plan,  (iii)
Units are  subject  to  forfeiture  in the event of  Employee's  Termination  of
Employment in certain  circumstances prior to vesting, as specified in Section 4
hereof, (iv) sales of shares delivered in settlement of Units will be subject to
the  Company's  policies  regulating  trading by employees and (v) a copy of the
Plan and related  prospectus  have  previously  been delivered to Employee,  are
being delivered to Employee or are available as specified in Section 1 hereof.

     IN WITNESS WHEREOF, INTERNATIONAL FLAVORS & FRAGRANCES INC. has caused this
Agreement to be executed by its officer thereunto duly authorized,  and Employee
has duly executed this Agreement,  by which each has agreed to the terms of this
Agreement.

Employee                             INTERNATIONAL FLAVORS &
                                     FRAGRANCES INC.

_____________________________        By:__________________________________
                                        Dennis M. Meany
                                        Senior Vice President, General Counsel
                                        and Secretary
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS

     The following  Terms and Conditions  apply to the Units granted to Employee
by INTERNATIONAL FLAVORS & FRAGRANCES INC. (the "Company"),  as specified in the
U.S.  Restricted Stock Units Agreement (of which these Terms and Conditions form
a part).  Certain  terms of the Units,  including  the number of Units  granted,
vesting date(s) and settlement date, are set forth on the preceding pages.

     1.  General.  The Units are granted to Employee  under the  Company's  2000
Stock Award and Incentive  Plan (the  "Plan"),  a copy of which is available for
review,  along with other documents  constituting the "prospectus" for the Plan,
on the Company's intranet site at One IFF/Corporate/Law  Department.  All of the
applicable  terms,  conditions and other provisions of the Plan are incorporated
by reference  herein.  Capitalized  terms used in this Agreement but not defined
herein  shall have the same  meanings as in the Plan.  If there is any  conflict
between the  provisions of this  document and mandatory  provisions of the Plan,
the provisions of the Plan govern. By accepting the grant of the Units, Employee
agrees to be bound by all of the terms and  provisions of the Plan (as presently
in effect or later amended),  the rules and  regulations  under the Plan adopted
from  time to  time,  and the  decisions  and  determinations  of the  Company's
Compensation  Committee (the "Committee") made from time to time,  provided that
no  such  Plan   amendment,   rule  or  regulation  or  Committee   decision  or
determination  shall  materially and adversely affect the rights of the Employee
with respect to outstanding Units.

     2. Account for Employee.  The Company shall maintain a bookkeeping  account
for Employee  (the  "Account")  reflecting  the number of Units then credited to
Employee hereunder as a result of such grant of Units.

     3. Nontransferability. Until Units become settleable in accordance with the
terms of this Agreement, Employee may not transfer Units or any rights hereunder
to any third  party  other than by will or the  applicable  laws of descent  and
distribution,  except for transfers to a  Beneficiary  upon death of Employee or
otherwise  if and to the extent  permitted  by the  Company  and  subject to the
conditions under Section 11(b) of the Plan.

     4. Termination Provisions. The following provisions will govern the vesting
and forfeiture of the Units in the event of Employee's Termination of Employment
(as defined below), provided that the Committee retains its powers to accelerate
vesting or modify these terms, subject to the consent of Employee in the case of
a  modification  materially  adverse to  Employee  and  subject to Section  6(b)
hereof:

          (a) Voluntary Resignation and Termination by the Company for Cause. In
     the  event  of  Employee's  Termination  of  Employment  due  to his or her
     voluntary  resignation (other than a Normal or Early Retirement governed by
     clause (b) or (c) below) or  Termination  of  Employment by the Company for
     Cause (as defined below), all unvested Units will be immediately forfeited,
     and  the  portion  of  the  then-outstanding   Units  that  is  vested  and
     non-forfeitable  at the  date  of  Termination  will  be  settled  promptly
     following such Termination,  subject to the six-month delay rule in Section
     6(b) if applicable.

          (b)  Disability  or  Normal  Retirement.  In the  event of  Employee's
     Termination  of Employment  due to Disability  (as defined below) or Normal
     Retirement  (as  defined  below),  Employee's  unvested  Units  will not be
     forfeited,  but will  remain  outstanding  and will  become  vested  at the
     applicable  date under this Agreement as though Employee had not had such a
     Termination  of  Employment;  provided  that  Employee  shall  forfeit  the
     unvested Units if during the period following  Termination of Employment up
     to the date of vesting  Employee  engages in an activity  that results in a
     Forfeiture  Event set forth in Section 10 of the Plan.  Upon vesting,  such
     Units will be settled promptly. Units vested prior to such Termination will
     be settled promptly  following such  Termination,  subject to the six-month
     delay rule in Section 6(b) if applicable.  Employee  acknowledges  that the
     Committee has relied on the discretion granted to it under Section 10(d) of
     the Plan in requiring  forfeiture  upon  occurrence  of a Forfeiture  Event
     during the applicable post-Termination period.

          (c) Termination by the Company Not for Cause or Early Retirement. In
the event of  Employee's  Termination  of Employment by the Company not for
     Cause or Employee's Early Retirement, the following rules apply:
          -    A pro rata portion of Employee's  then unvested Units will not be
               forfeited,  but will remain outstanding and will become vested at
               the applicable  date under this Agreement as though  Employee had
               not had such a Termination of  Employment.  This pro rata portion
               will be determined by multiplying the number of unvested Units by
               a fraction the  numerator of which is the number of days from the
               Grant Date to the date of  Employee's  Termination  of Employment
               and the  denominator  of which is 1,095;  provided  that Employee
               shall forfeit such unvested Units if during the period  following
               Termination  of  Employment  up to the date of  vesting  Employee
               engages in activity that results in a Forfeiture  Event set forth
               in  Section  10 of  the  Plan.  Employee  acknowledges  that  the
               Committee  has  relied  on the  discretion  granted  to it  under
               Section 10(d) of the Plan in requiring forfeiture upon occurrence
               of a  Forfeiture  Event  during the  applicable  post-Termination
               period.
          -    Employee's   Units  that  had  not  become   vested  before  such
               Termination  of Employment  and which are not included in the pro
               rata  portion  subject to continued  vesting will be  immediately
               forfeited.
          -    Upon  vesting  of the  Units  included  in the pro  rata  portion
               subject to continued vesting, such Units will be settled promptly
               as provided herein.
          -    Units vested prior to such  Termination  will be settled promptly
               after such  Termination,  subject to the six-month  delay rule in
               Section 6(b) if applicable.

     (d) Death.  In the event of Employee's  Termination  of  Employment  due to
death or the death of  Employee  following  Termination  but prior to vesting of
Units not otherwise forfeited  hereunder,  Employee's unvested Units will not be
forfeited but will become  immediately  vested.  Such Units and any Units vested
prior to death will be settled promptly as provided herein.

     (e) Certain  Definitions.  The following  definitions apply for purposes of
this Agreement:

     (i)  "Cause"  has  the  meaning  as  defined  in  the  Company's  Executive
          Separation Policy or any successor policy thereto, as in effect at the
          time of Employee's Termination of Employment.

     (ii)"Disability"  means  a  disability   entitling  Employee  to  long-term
          disability benefits under the Company's long-term disability policy as
          in effect at the date of Employee's  termination of  employment,  upon
          written  evidence of such total  disability from a medical doctor in a
          form satisfactory to the Company.

     (iii)"Early  Retirement"  means  Termination  of  Employment  by either the
          Company or Employee  after  Employee has attained age 55 and before he
          or she has attained age 62 if at the time of Termination  Employee has
          ten  or  more  years  in  the  employ  of  the   Company   and/or  its
          subsidiaries.

     (iv)"Normal  Retirement"  means  Termination  of  Employment  by either the
          Company or Employee after Employee has attained age 62.

     (v)  "Termination  of Employment"  means the event by which Employee ceases
          to be employed by the Company or any  subsidiary  of the Company  and,
          immediately  thereafter,  is not employed by or providing  substantial
          services  to any of the Company or a  subsidiary  of the  Company.  If
          Employee  is granted a leave of absence for  military or  governmental
          service or other  purposes  approved by the Board,  he or she shall be
          considered  as  continuing  in  the  employ  of the  Company,  or of a
          subsidiary of the Company,  for the purpose of this subsection,  while
          on such authorized leave of absence.
5. Dividends and Adjustments.

          (a)  Dividends.  No  Dividends  or  Dividend  Equivalents  of any kind
     (including  cash  dividends,  non-Common  Stock  Dividends  or Common Stock
     Dividends) will be credited or paid on any unvested  Units.  Units that, at
     the relevant dividend record date that occurs before the issuance of shares
     in settlement of Units,  previously have been vested (i.e.,  Units deferred
     as to settlement under Section 6), shall be entitled to payments or credits
     equivalent  to  dividends  that  would have been paid if the Units had been
     outstanding  shares  at such  record  date.  The  form and  timing  of such
     payments will be in the discretion of the Committee.

          (b)  Adjustments.  The number of Units credited to Employee's  Account
     and/or  the  property   deliverable  upon  settlement  of  Units  shall  be
     appropriately  adjusted,  in order to prevent  dilution or  enlargement  of
     Employee's  rights with respect to Units in connection  with, or to reflect
     any changes in the number and kind of  outstanding  shares of Common  Stock
     resulting from, any corporate transaction or event referred to in the first
     sentence of Section 11(c) of the Plan.

          (c)  Risk  of  Forfeiture  and  Settlement  of  Units  Resulting  from
     Adjustments.  Units (and other property deliverable in settlement of Units)
     which  directly or  indirectly  result from  adjustments  to a Unit granted
     hereunder  shall be  subject  to the  same  risk of  forfeiture  (including
     additional  forfeiture  terms of  Section 10 of the Plan) as applies to the
     granted Unit and will be settled at the same time as the granted Unit.

     6. Deferral of Settlement.

          (a) Voluntary Deferral.  Settlement of any Unit, which otherwise would
     occur  upon the  vesting or lapse of the risk of  forfeiture  of such Unit,
     will be  deferred  in  certain  cases if and to the  extent so  elected  by
     Employee in accordance with the cover page of this Agreement.

          (b) Code  Section  409A  Compliance.  Deferrals,  whether  elective or
     mandatory under the terms of this Agreement, shall comply with requirements
     under  Section  409A of the  Internal  Revenue  Code  (the  "Code").  Other
     provisions of this Agreement notwithstanding, under U.S. federal income tax
     laws and Treasury  Regulations  (including  proposed  regulations and other
     applicable guidance) as presently in effect or hereafter implemented, (i) a
     distribution in settlement of Units to Employee  triggered by a Termination
     of Employment will occur only if the Termination  constitutes a "separation
     from service" within the meaning of Code Section  409A(a)(2)(A)(i)  and, if
     at the  time of such  separation  from  service  Employee  is a  "specified
     employee" under Code Section  409A(a)(2)(B)(i)  and a delay in distribution
     is  required  in order that  Employee  will not be subject to a tax penalty
     under Code Section  409A,  such  distribution  in  settlement of Units will
     occur at the date six months after Termination of Employment;  and (ii) any
     rights of Employee or retained  authority  of the Company  with  respect to
     Units hereunder shall be  automatically  modified and limited to the extent
     necessary so that Employee will not be deemed to be in constructive receipt
     of income  relating  to the  Units  prior to the  distribution  and so that
     Employee shall not be subject to any penalty under Code Section 409A.

     7. Additional Forfeiture Provisions.  Employee agrees that, by signing this
Agreement and accepting the grant of the Units,  the  forfeiture  conditions set
forth in Section 10 of the Plan shall apply to all Units  hereunder and to gains
realized  upon the  vesting of the  Units.  For the  purpose  of the  forfeiture
conditions  set  forth in  Section  10 of the Plan,  gains  will be deemed to be
realized  at the  time of  vesting  for any  Units  the  settlement  of which is
deferred at the election of Employee.

     8. Employee Representations and Warranties Upon Settlement.  As a condition
to the  settlement  of the Units,  the Company may require  Employee to make any
representation  or  warranty  to  the  Company  as  may be  required  under  any
applicable law or regulation,  and to make a representation and warranty that no
Forfeiture  Event has occurred or is contemplated  within the meaning of Section
10 of the Plan.
9. Other Terms Relating to Units.

          (a)  Fractional  Units and  Shares.  The number of Units  credited  to
     Employee's Account shall include fractional Units, if any, calculated to at
     least three decimal places,  unless otherwise  determined by the Committee.
     Unless  settlement is effected  through a third-party  broker or agent that
     can  accommodate   fractional  shares  (without  requiring  issuance  of  a
     fractional  share by the Company),  upon  settlement of the Units  Employee
     shall be paid,  in cash,  an amount  equal to the  value of any  fractional
     share that would have  otherwise  been  deliverable  in  settlement of such
     Units.

          (b)  Mandatory Tax  Withholding.  Unless  otherwise  determined by the
     Committee,  at the time of  settlement  the Company will  withhold from any
     shares  deliverable in settlement of the Units,  in accordance with Section
     11(d) of the Plan,  the number of shares having a value nearest to, but not
     exceeding,   the  amount  of  income  taxes,   employment  taxes  or  other
     withholding amounts required to be withheld under applicable local laws and
     regulations,  and pay the amount of such  withholding  taxes in cash to the
     appropriate taxing authorities.  Employee will be responsible for any taxes
     relating to the Units not satisfied by means of such mandatory withholding.

          (c) Statements.  An individual  statement of each  Employee's  Account
     will be issued to each  Employee at such times as may be  determined by the
     Company.  Such a statement  shall  reflect the number of Units  credited to
     Employee's Account,  transactions  therein during the period covered by the
     statement,  and other information deemed relevant by the Committee.  Such a
     statement may be combined with or include information regarding other plans
     and compensatory  arrangements for employees.  Any statement  containing an
     error shall not, however,  represent a binding  obligation to the extent of
     such error.

          (d) Employee Consent. By signing this Agreement,  Employee voluntarily
     acknowledges and consents to the collection, use processing and transfer of
     personal data as described in this Section 9(d). Employee is not obliged to
     consent to such collection,  use, processing and transfer of personal data;
     however,  failure to provide the consent may affect  Employee's  ability to
     participate  in the Plan.  The Company and its  subsidiaries  hold, for the
     purpose  of  managing  and   administering   the  Plan,   certain  personal
     information  about Employee,  including  Employee's  name, home address and
     telephone number,  date of birth,  social security number or other employee
     identification number, salary, nationality,  job title, any shares of stock
     or  directorships  held in the  Company,  and details of all options or any
     other entitlement to shares of stock awarded, canceled,  purchased, vested,
     unvested or outstanding in Employee's  favor  ("Data").  The Company and/or
     its  subsidiaries  will transfer Data among themselves as necessary for the
     purpose of  implementation,  administration  and  management  of Employee's
     participation  in the Plan and the Company  and/or any of its  subsidiaries
     may each further  transfer Data to any third parties  assisting the Company
     in the  implementation,  administration  and management of the Plan.  These
     recipients  may be located in the  European  Economic  Area,  or  elsewhere
     throughout the world, such as the United States.  Employee  authorizes them
     to receive,  possess,  use,  retain and transfer the Data, in electronic or
     other form, for the purposes of  implementing,  administering  and managing
     Employee's  participation in the Plan,  including any requisite transfer of
     such Data as may be required for the  administration of the Plan and/or the
     subsequent  holding  of  shares on  Employee's  behalf to a broker or other
     third party with whom  Employee  may elect to deposit  any shares  acquired
     pursuant to the Plan.  Employee may, at any time, review Data,  require any
     necessary  amendments  to it or withdraw the consents  herein in writing by
     contacting the Company; however,  withdrawing consent may affect Employee's
     ability to participate in the Plan.

          (e) Voluntary  Participation.  Employee's participation in the Plan is
     voluntary. The value of the Units is an extraordinary item of compensation.
     As such,  the Units are not part of normal  or  expected  compensation  for
     purposes of calculating  any  severance,  resignation,  redundancy,  end of
     service  payments,  bonuses,  long-service  awards,  pension or  retirement
     benefits or similar  payments.  Rather,  the  awarding of Units to Employee
     under the Plan represents a mere investment opportunity.
(f)  Consent to  Electronic  Delivery.  EMPLOYEE  HEREBY  CONSENTS  TO
     ELECTRONIC  DELIVERY  OF THE PLAN,  THE  PROSPECTUS  FOR THE PLAN AND OTHER
     DOCUMENTS RELATED TO THE PLAN  (COLLECTIVELY,  THE "PLAN  DOCUMENTS").  THE
     COMPANY  WILL  DELIVER  THE PLAN  DOCUMENTS  ELECTRONICALLY  TO EMPLOYEE BY
     E-MAIL,  BY POSTING SUCH  DOCUMENTS  ON ITS INTRANET  WEBSITE OR BY ANOTHER
     MODE OF  ELECTRONIC  DELIVERY  AS  DETERMINED  BY THE  COMPANY  IN ITS SOLE
     DISCRETION. THE COMPANY WILL SEND TO EMPLOYEE AN E-MAIL ANNOUNCEMENT WHEN A
     NEW PLAN  DOCUMENT  IS  AVAILABLE  ELECTRONICALLY  FOR  EMPLOYEE'S  REVIEW,
     DOWNLOAD  OR  PRINTING  AND WILL  PROVIDE  INSTRUCTIONS  ON WHERE  THE PLAN
     DOCUMENT  CAN BE  FOUND.  UNLESS  OTHERWISE  SPECIFIED  IN  WRITING  BY THE
     COMPANY, EMPLOYEE WILL NOT INCUR ANY COSTS FOR RECEIVING THE PLAN DOCUMENTS
     ELECTRONICALLY  THROUGH THE COMPANY'S COMPUTER NETWORK.  EMPLOYEE WILL HAVE
     THE RIGHT TO RECEIVE PAPER COPIES OF ANY PLAN DOCUMENT BY SENDING A WRITTEN
     REQUEST FOR A PAPER COPY TO THE ADDRESS  SPECIFIED IN SECTION 10(e) HEREOF.
     EMPLOYEE'S  CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN  DOCUMENTS  WILL BE
     VALID AND REMAIN  EFFECTIVE  UNTIL THE  EARLIER OF (I) THE  TERMINATION  OF
     EMPLOYEE'S  PARTICIPATION IN THE PLAN AND (II) THE WITHDRAWAL OF EMPLOYEE'S
     CONSENT  TO  ELECTRONIC  DELIVERY  OF  THE  PLAN  DOCUMENTS.   THE  COMPANY
     ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS THE RIGHT AT ANY TIME TO WITHDRAW
     HIS OR HER CONSENT TO ELECTRONIC  DELIVERY OF THE PLAN DOCUMENTS BY SENDING
     A WRITTEN  NOTICE OF WITHDRAWAL  TO THE ADDRESS  SPECIFIED IN SECTION 10(e)
     HEREOF.  IF EMPLOYEE  WITHDRAWS HIS OR HER CONSENT TO ELECTRONIC  DELIVERY,
     THE COMPANY WILL RESUME SENDING PAPER COPIES OF THE PLAN  DOCUMENTS  WITHIN
     TEN (10) BUSINESS DAYS OF ITS RECEIPT OF THE  WITHDRAWAL  NOTICE.  EMPLOYEE
     ACKNOWLEDGES  THAT HE OR SHE IS ABLE TO  ACCESS,  VIEW AND RETAIN AN E-MAIL
     ANNOUNCEMENT  INFORMING  EMPLOYEE THAT THE PLAN  DOCUMENTS ARE AVAILABLE IN
     EITHER HTML, PDF OR SUCH OTHER FORMAT AS THE COMPANY DETERMINES IN ITS SOLE
     DISCRETION.

     10. Miscellaneous.

          (a) Binding  Agreement;  Written  Amendments.  This Agreement shall be
     binding upon the heirs,  executors,  administrators  and  successors of the
     parties.  This  Agreement  constitutes  the entire  agreement  between  the
     parties with respect to the Units,  and supersedes any prior  agreements or
     documents  with  respect  thereto.  No  amendment  or  alteration  of  this
     Agreement which may impose any additional obligation upon the Company shall
     be valid unless expressed in a written instrument duly executed in the name
     of the Company, and no amendment, alteration,  suspension or termination of
     this  Agreement  which may  materially  impair the rights of Employee  with
     respect  to  the  Units  shall  be  valid  unless  expressed  in a  written
     instrument executed by Employee.

          (b) No Promise of Employment. The Units and the granting thereof shall
     not constitute or be evidence of any agreement or understanding, express or
     implied, that Employee has a right to continue as an officer or employee of
     the  Company  for  any  period  of  time,  or at  any  particular  rate  of
     compensation.   Employee   acknowledges   and  agrees   that  the  Plan  is
     discretionary  in nature  and  limited  in  duration,  and may be  amended,
     cancelled,  or terminated by the Company,  in its sole  discretion,  at any
     time, provided,  however that any outstanding Units shall not be materially
     and  adversely  affected.  The grant of Units  under the Plan is a one-time
     benefit  and does not create any  contractual  or other  right to receive a
     grant of  restricted  stock  units or stock  options or benefits in lieu of
     units or stock options in the future. Future grants, if any, will be at the
     sole discretion of the Company,  including,  but not limited to, the timing
     of any grant, the number of units and vesting provisions.

          (c) Unfunded  Plan.  Any provision for  distribution  in settlement of
     Employee's  Account  hereunder shall be by means of bookkeeping  entries on
     the books of the Company and shall not create in Employee  any right to, or
     claim  against  any,  specific  assets of the  Company,  nor  result in the
     creation  of any trust or escrow  account  for  Employee.  With  respect to
     Employee's entitlement to any distribution  hereunder,  Employee shall be a
     general creditor of the Company.
(d)  Governing  Law. THE  VALIDITY,  CONSTRUCTION,  AND EFFECT OF THIS
     AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS (INCLUDING  THOSE
     GOVERNING  CONTRACTS)  OF THE STATE OF NEW YORK,  WITHOUT  GIVING EFFECT TO
     PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE  FEDERAL LAW. The Units and
     the  granting  thereof are subject to the  Employee's  compliance  with the
     applicable law of the jurisdiction of Employee's employment.

          (e) Notices.  Any notice to be given the Company under this  Agreement
     shall be  addressed to the Company at 521 West 57th  Street,  New York,  NY
     10019, attention: Corporate Secretary, and any notice to the Employee shall
     be addressed to the Employee at Employee's address as then appearing in the
     records of the Company.