Intl Flavors & Fragrances Contracts & Agreements

Amendment No. 3 to Term Loan Credit Agreement, dated as of March 23, 2023, among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan... (Filed With SEC on March 27, 2023)

Amendment No. 4 to Term Loan Credit Agreement, dated as of March 23, 2023, among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan... (Filed With SEC on March 27, 2023)

Amendment No. 2 to Third Amended & Restated Revolving Credit Agreement, dated as of March 23, 2023, among International Flavors & Fragrances Inc., International Flavors &... (Filed With SEC on March 27, 2023)

Amendment No. 3 to Third Amended & Restated Revolving Credit Agreement, dated as of March 23, 2023, among International Flavors & Fragrances Inc., International Flavors &... (Filed With SEC on March 27, 2023)

Cooperation Agreement, dated as of February 1, 2023, by and among International Flavors & Fragrances Inc. and the Icahn Group (Filed With SEC on February 2, 2023)

Amendment No. 2 to Term Loan Credit Agreement, dated as of August (Filed With SEC on August 8, 2022)

Amendment No. 1 to Third Amended & Restated Revolving Credit Agreement, dated as of August (Filed With SEC on August 8, 2022)

Form of Restricted Stock Units Agreement Non-Employee Director under the 2021 Stock Award and Incentive Plan (Filed With SEC on February 28, 2022)

Form of Restricted Stock Units Award Agreement under the 2021 Stock Award and Incentive Plan (Filed With SEC on February 28, 2022)

Form of Equity Choice Program Award Agreement under the 2021 Stock Award and Incentive Plan (Filed With SEC on February 28, 2022)

Form of Performance-Based Restricted Stock Units Award Agreement under the 2021 Stock Award and Incentive Plan (Filed With SEC on February 28, 2022)

Cooperation Agreement, dated as of February 8, 2022, by and among International Flavors & Fragrances Inc. and the Icahn Group (Filed With SEC on February 9, 2022)

Letter Agreement between International Flavors & Fragrances Inc. and Franklin K. Clyburn, Jr., effective January 18, 2022 (Filed With SEC on January 20, 2022)

Third Amended and Restated Credit Agreement, dated as of July 28, 2021 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V.... (Filed With SEC on July 28, 2021)

Co-Operation Agreement dated March 7, 2021 (Filed With SEC on March 8, 2021)

Second Supplemental Indenture, dated as of March 4, 2021, among Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and U.S. Bank National Association, as... (Filed With SEC on March 4, 2021)

Icon Debt Assumption Supplement, dated as of March 4, 2021, among Neptune Merger Sub II LLC (as successor by merger to Nutrition & Biosciences, Inc.) and International Flavors &... (Filed With SEC on March 4, 2021)

Amendment to the Executive Severance Policy dated November 3, 2020 (Filed With SEC on February 22, 2021)

First Amendment to the (Filed With SEC on February 22, 2021)

Amendment No. 2 to the Separation and Distribution Agreement, dated February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc., International Flavors &... (Filed With SEC on February 4, 2021)

Supplemental Indenture, dated as of February 1, 2021, among Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee (Filed With SEC on February 4, 2021)

Tax Matters Agreement, dated as of February 1, 2021, by and among DuPont de Nemours, Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc (Filed With SEC on February 4, 2021)

Intellectual Property Cross-License Agreement, dated as of February 1, 2021, by and between Nutrition & Biosciences, Inc. and DuPont de Nemours, Inc (Filed With SEC on February 4, 2021)

Amendment No. 1 to the Separation and Distribution Agreement, dated January 22, 2021, by and among International Flavors & Fragrances Inc., DuPont de Nemours, Inc., Nutrition &... (Filed With SEC on January 25, 2021)

Amendment to the Employee Matters Agreement, dated January 22, 2021, by and among International Flavors & Fragrances Inc., DuPont de Nemours, Inc. and Nutrition & Biosciences, Inc (Filed With SEC on January 25, 2021)

Second Amended and Restated Credit Agreement, dated as of August 25, 2020 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding... (Filed With SEC on August 28, 2020)

Amendment No. 3 to Credit Agreement, dated as of August 25, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley... (Filed With SEC on August 28, 2020)

Amendment No. 1 to Credit Agreement, dated as of August 25, 2020, among the Company, as borrower, the lenders signatory thereto and China Construction Bank Corporation, New York... (Filed With SEC on August 28, 2020)

Term Loan Credit Agreement, dated as of May 15, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and China Construction Bank... (Filed With SEC on May 21, 2020)

Form of Tax Matters Agreement (Filed With SEC on May 7, 2020)

Form of Intellectual Property Cross-License Agreement (Filed With SEC on May 7, 2020)

Description of Securities (Filed With SEC on March 3, 2020)

Amendment No. 4 to Credit Agreement, dated as of January 17, 2020 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V.,... (Filed With SEC on January 22, 2020)

Amendment No. 2 to Term Loan Credit Agreement, dated as of January 17, 2020 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan... (Filed With SEC on January 22, 2020)

Employee Matters Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc (Filed With SEC on December 18, 2019)

Agreement and Plan of Merger, dated December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc., International Flavors & Fragrances Inc. and Neptune... (Filed With SEC on December 18, 2019)

Separation and Distribution Agreement, dated as of December 15, 2019, by and among DuPont de Nemours Inc., Nutrition & Biosciences, Inc. and International Flavors & Fragrances Inc (Filed With SEC on December 18, 2019)

Underwriting Agreement, dated September 24, 2018, among International Flavors & Fragrances Inc. and Morgan Stanley & Co. LLC, BNP Paribas Securities Corp., Citigroup Global... (Filed With SEC on September 26, 2018)

Fifth Supplemental Indenture, dated as of September 26, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee (Filed With SEC on September 26, 2018)

Underwriting Agreement, dated September 20, 2018, among International Flavors & Fragrances Inc. and Morgan Stanley & Co. International plc, BNP Paribas, Citigroup Global Markets... (Filed With SEC on September 25, 2018)

Fourth Supplemental Indenture, dated as of September 25, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee (Filed With SEC on September 25, 2018)

Common Stock Underwriting Agreement, dated September 12, 2018, among International Flavors & Fragrances Inc. and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P.... (Filed With SEC on September 17, 2018)

Units Underwriting Agreement, dated September 12, 2018, among International Flavors & Fragrances Inc. and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and J.P. Morgan... (Filed With SEC on September 17, 2018)

Purchase Contract Agreement, dated September 17, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as purchase contract agent, as... (Filed With SEC on September 17, 2018)

Third Supplemental Indenture, dated as of September 17, 2018, between International Flavors & Fragrances Inc. and U.S. Bank National Association, as trustee (Filed With SEC on September 17, 2018)

Amendment No.1 to Agreement and Plan of Merger, dated August 25, 2018, by and among International Flavors & Fragrances, Inc., Frutarom Industries Ltd. and Icon Newco Ltd (Filed With SEC on August 27, 2018)

Amendment No. 3 to Credit Agreement, dated as of July 13, 2018, among the Registrant, International Flavors & Fragrances (Nederland) Holding B.V., International Flavors &... (Filed With SEC on August 7, 2018)

Amendment No 1 to Credit Agreement, dated as of July 13, 2018, among the Registrant, as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding, Inc. as... (Filed With SEC on August 7, 2018)

Term Loan Credit Agreement, dated as of June 6, 2018 among International Flavors & Fragrances Inc., as borrower, the lenders signatory thereto and Morgan Stanley Senior Funding,... (Filed With SEC on June 8, 2018)

Amendment No. 2 to Credit Agreement, dated as of June 6, 2018 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V.,... (Filed With SEC on June 8, 2018)

Amendment No. 1 to Credit Agreement, dated as of May 21, 2018 among International Flavors & Fragrances Inc., International Flavors & Fragrances (Nederland) Holding B.V.,... (Filed With SEC on May 24, 2018)

Agreement and Plan of Merger, dated May 7, 2018, by and among International Flavors & Fragrances, Inc., Frutarom Industries Ltd. and Icon Newco Ltd (Filed With SEC on May 9, 2018)

Voting Agreement (Filed With SEC on May 9, 2018)

Amended and Restated Executive Severance Policy, as amended through and including November 1, 2017 (Filed With SEC on February 27, 2018)

INTERNATIONAL FLAVORS & FRAGRANCES INC. $500,000,000 4.375% Senior Notes due 2047 UNDERWRITING AGREEMENT (Filed With SEC on May 18, 2017)

INTERNATIONAL FLAVORS & FRAGRANCES INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee SECONDSUPPLEMENTAL INDENTURE Dated as of May 18, 2017 to BASE INDENTURE Dated as of... (Filed With SEC on May 18, 2017)

International Flavors & Fragrances Inc. 2015 Stock Award and Incentive Plan As amended on February 7, 2017 (Filed With SEC on February 28, 2017)

INTERNATIONAL FLAVORS & FRAGRANCES INC. Amended and Restated Executive Severance Policy (As amended through and including February 7, 2017) INTERNATIONAL FLAVORS & FRAGRANCES INC.... (Filed With SEC on February 28, 2017)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on February 28, 2017)

CREDIT AGREEMENT Dated as of November 9, 2011 Amended and Restated as of December 2, 2016 Among INTERNATIONALFLAVORS & FRAGRANCES INC. INTERNATIONAL FLAVORS & FRAGRANCES... (Filed With SEC on December 5, 2016)

INTERNATIONAL FLAVORS & FRAGRANCES INC. as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRSTSUPPLEMENTAL INDENTURE Dated as of March 14, 2016 to BASE INDENTURE Dated as... (Filed With SEC on March 14, 2016)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 500,000,000 1.75% Senior Notes due 2024 UNDERWRITING AGREEMENT (Filed With SEC on March 10, 2016)

EXHIBIT 10.25 FORM OF INTERNATIONAL FLAVORS & FRAGRANCES INC. LONG-TERM INCENTIVE PLAN (LTIP) AWARD AGREEMENT (the LTIP AWARD AGREEMENT) LTIP CYCLE [201X-201X] [CYCLE XXX] (Filed With SEC on March 1, 2016)

FORM OF INTERNATIONAL FLAVORS & FRAGRANCES INC. EQUITY CHOICE PROGRAM AWARD AGREEMENT (the ECP AWARD AGREEMENT) PLAN YEAR [201X] Participant: [NAME]Job Level: [#]Organization... (Filed With SEC on November 9, 2015)

Exhibit 10.1 International Flavors & Fragrances Inc. 2015 Stock Award and Incentive Plan (Filed With SEC on May 12, 2015)

Exhibit 10.2 INTERNATIONAL FLAVORS & FRAGRANCES INC. Amended and Restated Executive Severance Policy (As amended through and including March 9, 2015) (Filed With SEC on May 12, 2015)

FORM OF INTERNATIONAL FLAVORS & FRAGRANCES INC. ANNUAL INCENTIVE PLAN (AIP) AWARD AGREEMENT (the AIP AWARD AGREEMENT) PLAN YEAR [201X] (Filed With SEC on May 12, 2015)

FORM OF INTERNATIONAL FLAVORS & FRAGRANCES INC. LONG-TERM INCENTIVE PLAN (LTIP) AWARD AGREEMENT (the LTIP AWARD AGREEMENT) LTIP CYCLE [201X-201X] [CYCLE XXX] (Filed With SEC on May 12, 2015)

FORM OF INTERNATIONAL FLAVORS & FRAGRANCES INC. EQUITY CHOICE PROGRAM AWARD AGREEMENT (the ECP AWARD AGREEMENT) PLAN YEAR [201X] (Filed With SEC on May 12, 2015)

FORM OF INTERNATIONAL FLAVORS & FRAGRANCES INC. RESTRICTED STOCK UNITS (RSU) AWARD AGREEMENT (the RSU AWARD AGREEMENT) PLAN YEAR [201X] (Filed With SEC on May 12, 2015)

INTERNATIONAL FLAVORS & FRAGRANCES INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNITS (RSU) AWARD AGREEMENT (the RSU AWARD AGREEMENT) (Filed With SEC on May 12, 2015)

2010 Stock Award and Incentive Plan As Amended and Restated May 6, 2015 (Filed With SEC on May 12, 2015)

INTERNATIONAL FLAVORS & FRAGRANCES INC. Amended and Restated Executive Severance Policy (As amended through and including October 23, 2014) (Filed With SEC on November 4, 2014)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (Filed With SEC on August 5, 2014)

INTERNATIONAL FLAVORS & FRAGRANCES INC. RESTRICTED STOCK UNITS (RSU) AWARD AGREEMENT (the RSU AWARD AGREEMENT) (Filed With SEC on August 5, 2014)

INTERNATIONAL FLAVORS & FRAGRANCES INC. (Filed With SEC on May 28, 2014)

INTERNATIONAL FLAVORS & FRAGRANCES INC. RESTRICTED STOCK UNITS (RSU) AWARD AGREEMENT (the RSU AWARD AGREEMENT) PLAN YEAR [201X] (Filed With SEC on May 6, 2014)

INTERNATIONAL FLAVORS & FRAGRANCES INC. EQUITY CHOICE PROGRAM AWARD AGREEMENT (the ECP AWARD AGREEMENT) PLAN YEAR [201X] (Filed With SEC on May 6, 2014)

INTERNATIONAL FLAVORS & FRAGRANCES INC. RESTRICTED STOCK UNITS (RSU) AWARD AGREEMENT (the RSU AWARD AGREEMENT) (Filed With SEC on May 6, 2014)

CREDIT AGREEMENT Dated as of November 9, 2011 Amended and Restated as of April 4, 2014 Among INTERNATIONALFLAVORS & FRAGRANCES INC. INTERNATIONAL FLAVORS & FRAGRANCES (LUXEMBOURG)... (Filed With SEC on April 8, 2014)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2010 Stock Award and Incentive Plan As Amended and Restated February 6, 2014 (Filed With SEC on February 25, 2014)

INTERNATIONAL FLAVORS & FRAGRANCES INCRestated and AmendedExecutive Separation Policy Document(As Amended through and including February 6, 2014) INTERNATIONAL FLAVORS &... (Filed With SEC on February 25, 2014)

FORM OF INTERNATIONAL FLAVORS & FRAGRANCES INC. ANNUAL INCENTIVE PLAN (AIP) AWARD AGREEMENT (the AIP AWARD AGREEMENT) PLAN YEAR [201X] Participant:[NAME]Job Level:[#]Organization... (Filed With SEC on February 25, 2014)

FORM OF INTERNATIONAL FLAVORS & FRAGRANCES INC. LONG-TERM INCENTIVE PLAN (LTIP) AWARD AGREEMENT (the LTIP AWARD AGREEMENT) LTIP CYCLE [201X-201X] [CYCLE XXX] Participant:[NAME]Job... (Filed With SEC on February 25, 2014)

FORM OF IFF 20[ ] EQUITY CHOICE PROGRAM Purchased Restricted Stock Agreement Matching Restricted Stock 2010 Stock Award and Incentive Plan, as amended (the Plan) (Filed With SEC on August 6, 2013)

FORM OF IFF 20[ ] EQUITY CHOICE PROGRAM Purchased Restricted Stock Agreement Matching Restricted Stock Units 2010 Stock Award and Incentive Plan, as amended (the Plan) (Filed With SEC on August 6, 2013)

Form of IFF 20[ ] EQUITY CHOICE PROGRAM Restricted Stock Units Agreement 2010 Stock Award and Incentive Plan,as amended (the Plan) (Filed With SEC on August 6, 2013)

IFF 20[ ] EQUITY CHOICE PROGRAM 2010 Stock Award and Incentive Plan, as amended (the Plan) Stock-Settled Appreciation Rights Agreement (Filed With SEC on August 6, 2013)

INTERNATIONAL FLAVORS & FRAGRANCES INC. $300,000,000 3.20%Senior Notes due 2023 UNDERWRITING AGREEMENT (Filed With SEC on April 4, 2013)

INTERNATIONAL FLAVORS & FRAGRANCES INC. as Issuer and U.S.BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 4, 2013 $300,000,0003.20% Senior Notes due 2023... (Filed With SEC on April 4, 2013)

AMENDMENT NO. 1 DATED AS OF MARCH 6, 2012 TO THE INTERNATIONAL FLAVORS AND FRAGRANCESINC. 2000 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS AS AMENDED AND RESTATED AS OF DECEMBER... (Filed With SEC on May 8, 2012)

AMENDMENT NO. 1 TO THE CREDIT AGREEMENT (Filed With SEC on May 8, 2012)

Executive Death Benefit Program Plan Agreement (Filed With SEC on February 28, 2012)

INTERNATIONAL FLAVORS & FRAGRANCES INC. DEFERRED COMPENSATIONPLAN As Amended and Restated December 12, 2011 (Filed With SEC on February 28, 2012)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2010 Stock Award andIncentive Plan (the Plan) Stock-Settled Appreciation Rights Agreement (Filed With SEC on February 28, 2012)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2010 Stock Award andIncentive Plan (the Plan) U.S. Restricted Stock Units Agreement (Filed With SEC on February 28, 2012)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2010 Stock Award andIncentive Plan (the Plan) Purchased Restricted Stock Agreement (Filed With SEC on February 28, 2012)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2010 Stock Award andIncentive Plan Restricted Stock Units AgreementNon-Employee Director (Filed With SEC on February 28, 2012)

U.S. $812,000,000 (Filed With SEC on November 16, 2011)

EX-101 INSTANCE DOCUMENT (Filed With SEC on February 24, 2011)

Current Assets (Filed With SEC on May 6, 2010)

INTERNATIONAL FLAVORS & FRAGRANCES INC. DIRECTOR CHARITABLECONTRIBUTION PROGRAM (Filed With SEC on February 25, 2010)

SEPARATIONAGREEMENT (Filed With SEC on October 19, 2009)

EXHIBIT10.1 INTERNATIONALFLAVORS & FRAGRANCES INC. (Filed With SEC on September 14, 2009)

Current Assets (Filed With SEC on August 5, 2009)

Performance Criteria for 2009 under the Companys Annual Incentive Plan (Filed With SEC on March 13, 2009)

Performance Criteria for 2009-2011 under the Companys Long-Term Incentive Plan (Filed With SEC on March 13, 2009)

EX-10.28: DEFERRED COMPENSATION PLAN (Filed With SEC on February 26, 2009)

CREDITAGREEMENT Dated asof November 18, 2008 among INTERNATIONAL FLAVORS &FRAGRANCES (JAPAN) LTD., as Borrower, INTERNATIONALFLAVORS & FRAGRANCES INC., asGuarantor, and THE BANK... (Filed With SEC on November 21, 2008)

Restated and Amended Executive Separation Policy as amended through and including December 31, 2007 (Filed With SEC on July 30, 2008)

Form of Director/Officer Indemnification Agreement (Filed With SEC on July 28, 2008)

Agreement dated as of July 22, 2008 between Douglas J. Wetmore, Senior Vice President and Chief Financial Officer, and the Company (Filed With SEC on July 28, 2008)

PerformanceCriteria for 2008 under the Company's Annual Incentive Plan (Filed With SEC on March 5, 2008)

INTERNATIONAL FLAVORS & FRAGRANCES INC. SUPPLEMENTAL RETIREMENT PLAN (Filed With SEC on February 27, 2008)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2000 Stock Award and Incentive Plan As Amended and Restated December 31, 2007 (Filed With SEC on February 27, 2008)

INTERNATIONAL FLAVORS & FRAGRANCES INC. (Filed With SEC on February 27, 2008)

INTERNATIONAL FLAVORS & FRAGRANCES INC. Restated and Amended Executive Separation Policy Document (As Amended through and including December 31, 2007) (Filed With SEC on February 27, 2008)

INTERNATIONAL FLAVORS & FRAGRANCES INC. DEFERRED COMPENSATION PLAN As Amended and Restated October 9. 2007 (Filed With SEC on February 27, 2008)

amendment agreement Dated 17 September 2007 for INTERNATIONAL FLAVORS & FRAGRANCES INC. as the Parent AND OTHERS as the Subsidiaries with CITIBANK INTERNATIONAL PLC acting as... (Filed With SEC on October 31, 2007)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2000 Stock Award and Incentive Plan, as amended and restated effective as of March 6, 2007 (the ‘‘Plan’’) Purchased Restricted... (Filed With SEC on October 31, 2007)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2000 Stock Award and Incentive Plan, as amended and restated effective as of March 6, 2007 U.S. Restricted Stock Units Agreement (Filed With SEC on October 31, 2007)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2000 Stock Award and Incentive Plan, as amended and restated effective as of March 6, 2007 (the ‘‘Plan’’) Stock-Settled... (Filed With SEC on October 31, 2007)

INTERNATIONAL FLAVORS & FRAGRANCES INC. 2000 Stock Award and Incentive Plan As Amended and Restated Restricted Stock Units Agreement — Non-Employee Director (Filed With SEC on October 31, 2007)

SEE SECTION 20 REGARDING NOTICE TO COMPANY OF DISCLOSURE OF CONFIDENTIAL INFORMATION INTERNATIONAL FLAVORS & FRAGRANCES INC. $250,000,000 6.25% Series A Senior Notes, due... (Filed With SEC on October 1, 2007)

Exhibit 1 [Form of Series A Senior Note] (Filed With SEC on October 1, 2007)

Fixed Dollar Accelerated Share Repurchase Transaction (Filed With SEC on September 18, 2007)

MORGAN STANLEY & CO. INCORPORATED 1585 BROADWAY NEW YORK, NY10036-8293 ###-###-#### (Filed With SEC on September 18, 2007)

SEE SECTION 20 REGARDING NOTICE TO COMPANY OF DISCLOSURE OF CONFIDENTIAL INFORMATION INTERNATIONAL FLAVORS & FRAGRANCES INC. $50,000,000 5.89% Series A Senior Notes, due July 12,... (Filed With SEC on July 13, 2006)

Exhibit 1 [Form of Series A Senior Note] (Filed With SEC on July 13, 2006)

[IFF LETTERHEAD] (Filed With SEC on June 29, 2006)

RETIREMENT AGREEMENT (Filed With SEC on April 3, 2006)