SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this “Agreement”), dated as of October 11, 2016, is entered into by and between International Flavors & Fragrances Inc. (the “Company”), and Alison Cornell (“you”).

1.Termination of Employment. This Agreement sets forth the benefits you are eligible to receive under the Company’s Executive Severance Policy (the “ESP”) as a result of your separation from the Company, as well as other benefits being provided to you and obligations you agree to comply with in connection with your separation. You acknowledge and agree that your employment with the Company is hereby terminated, effective as of the close of business on October 11, 2016 (the “Separation Date”). Therefore, as from the Separation Date, you will no longer be employed by the Company or any of its affiliates.

2.Separation Payments and Benefits. In exchange for the releases and covenants contained in this Agreement, and subject to your continuing compliance with all of the covenants and provisions contained herein, the Company agrees to provide you with the following payments and benefits:

(i)     Cycle XIV, Cycle XV and Cycle XVI LTIP Awards – You will be eligible to receive a payment under, and in accordance with, the LTIP Award Documents with respect to Cycle XIV, Cycle XV and Cycle XVI, prorated based on the number of days in the respective Performance Segment (as defined in the respective LTIP Award Document) through the Separation Date, relative to the total number of days in such Performance Segment, and will be payable on the normally scheduled payout date for the respective Cycle and based on actual performance of the Company against the pre-set targets for such LTIP Awards.

(ii)    ECP Awards – You will be eligible to receive your ECP Awards for the 2015 and 2016 fiscal years in accordance with the respective ECP Award Documents for such years, prorated based on the number of days in the vesting period through the Separation Date, relative to the total number of days in the vesting period, payable on the respective vesting dates for such Awards.

4.General Release and Waiver of All Claims. In consideration of the agreements set forth herein and other good and valuable consideration, you on your own behalf and on behalf of your successors, heirs, beneficiaries, agents, assigns, and representatives (collectively, the “Releasors”) voluntarily, knowingly, and willingly release, to the fullest extent permitted by law, the Company, and its parents, subsidiaries, predecessors, affiliated entities, successors and assigns, together with each of those entities' respective current and former owners, officers, directors, partners, shareholders, employees, agents, representatives, fiduciaries, insurers and reinsurers, administrators, and employee benefit plans and programs, both individually and in their business capacities (collectively, the "Releasees"), from any and all known and unknown claims, complaints, causes of action, demands or rights of any nature whatsoever which any Releasor now has or in the future may have against any Releasee, of whatever kind or nature arising out of any actions, inactions, conduct, decisions, behavior, or events occurring on or prior to the date you sign this Agreement, whether known or unknown, including without limiting the generality of the foregoing, any and all claims of discrimination, harassment, whistle blowing or retaliation in employment (whether based on federal, state, local or other law, statutory or decisional), including without limitation, all claims under The National Labor Relations Act; Title VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of Title 42 of the United States Code; The Employee Retirement Income Security Act (except for any vested benefits under any tax qualified benefit plan); The Immigration Reform and Control Act; The Americans with Disabilities Act; The Rehabilitation Act; The Age Discrimination in Employment Act (“ADEA”); The Older Workers Benefit Protection Act (“OWBPA”); The Lilly Ledbetter Fair Pay Act; The Occupational Safety and Health Act; The Worker Adjustment and Retraining Notification Act; The Genetic Information and Discrimination Act; The Fair Credit Reporting Act; The Family and Medical Leave Act; The Equal Pay Act; The Uniformed Services Employment and Reemployment Rights Act; The Employee Polygraph Protection Act; The employee (whistleblower) civil protection provisions of the Corporate and Criminal Fraud Accountability Act (Sarbanes-Oxley Act); the Securities and Exchange Act; the Dodd-Frank Act; and any other federal, state, local or other law, rule, regulation, constitution, code, guideline or ordinance; any public policy, contract (oral or written, express or implied), tort, or common law; or any claims for vacation, sick or personal leave pay, short term or long term disability benefits, or payment pursuant to any practice, policy, handbook or manual; or any basis for recovering costs, fees, or other expenses, including but not limited to attorneys' fees and/or costs. Further you agree to waive all applicable State law claims, including but not limited to those set forth in Exhibit A.

5.Exclusions from “Release and Waiver” of Claims.

6.No Admission of Wrongdoing. By entering into this Agreement, you agree that the Releasees do not admit, but in fact deny, any wrongdoing or violation of any law. The existence and execution of this Agreement shall not be considered, and shall not be admissible in any proceeding, as an admission by the Releasees of any liability, error, violation or omission. You affirm that all of the Company decisions regarding your pay and benefits through the date you sign this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law.

7.No Other Proceedings or Claims. Subject to your rights contained in Section 5(d), you affirm that you are not a party to, and have not filed, any claim, complaint, or action against any Releasee in any forum. You affirm that you are not aware of any fraudulent activity or any acts which would form the basis of a claim of fraudulent or illegal activity by the Company or any of its officers, and that you have disclosed to the Company any information you have concerning any conduct involving the Company, any of its affiliates or any of their respective employees that you have any reason to believe may be unlawful. You further acknowledge and agree that as of the date you sign this Agreement: (i) you have advised the Company of all facts of which you are aware that you believe may constitute a violation of the Company’s Code of Business Conduct and Ethics (the “Code”), compliance policies, and/or legal obligations; (ii) the Company has resolved those issues to your satisfaction; (iii) you are not aware of any current violations of the Code, compliance policies, or legal obligations; and (iv) you have not suffered any adverse action as a result of your conduct in this regard.

(i)    You represent that you have not disclosed, and subject to your rights contained in Section 5(d), agree not to disclose, directly or indirectly any Confidential Information to any person or to use, sell or otherwise transfer any Confidential Information for your own benefit or the benefit of any third party. “Confidential Information” refers to confidential, proprietary or commercially sensitive information relating to the Company or its affiliates or their employees, board members, customers, vendors, or other business partners and their businesses, operations, or affairs, including, without limitation, information relating to products, formulations, protocols, processes, designs, formulae, ideas, know-how, test methods, evaluation techniques, patents, trade secrets, scientific data, pricing, raw materials, budgets, financial information, personnel information, client data, corporate and financial policies and procedures, financial projections, technical data and data systems, business practices, pricing strategies, strategic plans, assessments of the global competitive landscape of the industries in which the Company competes, plans for acquisition or disposition of products or companies or business units, expansion plans, acquisition prospects or internal guidelines and processes regarding acquisitions, regardless of the form in which it is maintained or provided, orally or in writing, whether prepared by the Company, a third party or you, together with all analyses, compilations, notes and other documents.

(ii)    Subject to your rights contained in Section 5(d), you further agree that the terms of this Agreement shall be considered Confidential Information and that you shall not disclose any information contained in this Agreement to any person, other than, (A) your immediate family members, (B) as required by law, (C) with the express written authority of the Company, (D) for the purposes of obtaining confidential accounting, financial or legal advice, (E) for the purposes of enforcing this Agreement, or (F) for the purpose of exercising your rights under Section 5(d). If you do tell your lawyer, financial advisor, immediate family members, or any government agency about this Agreement or its contents, you must immediately tell each such individual that he or she must keep such information confidential as well. Notwithstanding the foregoing, you shall be permitted to disclose the covenants contained in this Section 8 to any prospective employers. Except as provided in the preceding sentence, upon inquiry regarding the subject matter contained in this Agreement or regarding the Agreement, you shall either not respond or state only that the matter has been resolved.

(i)    As of the Separation Date, and before the Company is obligated to make any payments to you or provide you with any benefit pursuant to this Agreement, you shall return to the Company all property of the Company and its affiliates, customers and vendors in your possession or control, including without limitation, all materials, work product, electronically stored information or documents containing or pertaining to Confidential Information, and including without limitation, any Company car, all computers (including laptops), cell phones, keys, PDAs, Blackberries, iPhones, Androids, iPads, credit cards, printers, facsimile machines, televisions, card access to any Company building, customer lists, reports, files, e-mails, work papers, memoranda, notes, formulae, tapes, programs, records and software, computer access codes or disks, instructional manuals, and other similar materials or documents which you used, received or prepared, helped prepare or supervised the preparation of in connection with your employment with the Company (collectively, “Company Property”).

(ii)    You represent that you have not, nor will you at any time, (A) retain any copies, duplicates, reproductions or excerpts of or use, recreate or reproduce any Company Property, (B) transmit or store any Company Property to or on any personal electronic messaging systems or devices, or (C) transmit any Company Property to any unauthorized person or store the same on any unauthorized person’s electronic messaging system or device. Personal electronic messaging systems and devices include, but are not limited to, personal computers, laptops, e-mail accounts, cell phones, smartphones or other wireless devices, iPads, iPhones, Blackberrys, facsimile machines, instant messaging systems, and copy machines.

(i) For the purposes of this clause, “Intellectual Property” includes all Confidential Information, inventions whether patentable or not, patents, trademarks, formulae, service marks, designs, design rights, copyrights, utility models, applications for registration of any of the foregoing and the rights to apply for them in any part of the work, drawings, computer programs, trade secrets, processes, ideas, know-how and rights of a like nature arising or subsisting in the work, whether registered or unregistered.

(ii) You agree that all of your work product, including all Intellectual Property, whether created solely or jointly with others, and including any moral rights therein, given, disclosed, created, developed or prepared in connection with your employment with the Company, shall be the sole and exclusive property of the Company. In the event that any such Intellectual Property or other work product does not vest by operation of law as the sole and exclusive property of the Company, you hereby irrevocably assign, transfer and convey to the Company, exclusively and perpetually, all right, title and interest which you may have or acquire in and to such Intellectual Property or other work product throughout the world. The Company and its affiliates or their designees shall have the exclusive right to make full and complete use of, and make changes to, all Intellectual Property or other work product without restrictions or liabilities of any kind, and you shall not have the right to use any such materials, other than within the legitimate scope and purpose of your employment with the Company. You affirm that you have disclosed to the Company the creation or existence of any Intellectual Property or other work product and agree to take whatever additional lawful action may be necessary, and to sign whatever documents the Company may require, in order to secure and vest in the Company or its designee all right, title and interest in and to any Intellectual Property or other work product and any industrial or Intellectual Property rights therein (including full cooperation in support of any Company applications for patents and copyright or trademark registrations). To the extent additional nominal consideration is required pursuant to applicable law, you agree that such nominal consideration shall be sufficient for the assignments described above.

9.    Breach, Equitable Relief and Forfeiture.

10.    Taxes. You agree that you are responsible for all applicable taxes and contributions relating to the payments and benefits under this Agreement and that all payments and benefits under this Agreement shall be subject to applicable taxation deductions and withholdings. You understand and agree that the Company is providing you with no representations regarding tax obligations or consequences that may arise from this Agreement.

11.    Assignment; Severability.

12.    Entire Agreement and Waiver. Effective as of the Separation Date, this Agreement (including all attachments and schedules hereto and all documents incorporated by reference herein) constitutes the entire agreement between you and the Company with respect to the termination of your employment, and supersedes all other correspondence, offers, proposals, promises, agreements or arrangements relating to the subject matter contained herein. The failure of any party to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provisions, nor in any way affect the validity of this Agreement or any provision hereof or the right of either of the parties to thereafter enforce each and every provision of this Agreement. You acknowledge that you have not relied on any representation, promises, or agreements of any kind made in connection with the decision to sign this Agreement, except for those set forth in this Agreement, including the Exhibit(s) that are incorporated herein in their entirety.

13.    No Modification. This Agreement may not be changed unless the changes are in writing and signed by you and an authorized representative of the Company.

14.    Governing Law. The terms of this Agreement shall for all purposes be enforced, governed by, and construed in accordance with the laws of the State of New York without regard to its choice of law rules.

15.    Acknowledgments. By signing this Agreement, you acknowledge that:

16.    Counterparts. This Agreement may be executed in counterparts (including by facsimile, PDF, or email), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. You or the Company may execute this Agreement by executing any counterpart.

The following State laws, regulations, common laws and other theories of recovery, as amended, are hereby incorporated by reference and made part of this Agreement, particularly at Section 4. General Release of Claims:

The New York State Human Rights Law;

The New York Executive Law;

The New York Labor Law;

The New York Civil Rights Law;

The New York Equal Pay Law;

The New York Whistleblower Law;

The New York Wage-Hour and Wage Payment Laws and Regulations;

The New York Minimum Wage Law;

The Retaliation/Discrimination provisions of the New York Workers’ Compensation Law and the New York State Disabilities Benefits Law;

The New York State Worker Adjustment and Retraining Notification Act;

The New York City Human Rights Law;

The New York City Administrative Code and Charter

The New Jersey Law Against Discrimination;

The New Jersey Civil Rights Act;

The New Jersey Family Leave Act;

The New Jersey State Wage and Hour Law;

The Millville Dallas Airmotive Plant Job Loss Notification Act;

The New Jersey Conscientious Employee Protection Act;

The New Jersey Equal Pay Law;

The New Jersey Occupational Safety and Health Law;

The New Jersey Smokers’ Rights Law;

The New Jersey Genetic Privacy Act;

The New Jersey Fair Credit Reporting Act;

The New Jersey Statutory Provision Regarding Retaliation/Discrimination for Filing A Workers' Compensation Claim;

The New Jersey Public Employees' Occupational Safety and Health Act;

New Jersey laws regarding Political Activities of Employees, Lie Detector Tests, Jury Duty, Employment Protection, and Discrimination

Date:

Board of Directors of

International Flavors & Fragrances Inc.

521 W 57th Street

New York, NY 10019

Ladies and Gentlemen:

This is to advise you that, effective immediately, I hereby resign from each of the positions (whether as an officer, director or board committee member) that I hold with International Flavors & Fragrances Inc. and any and all of its subsidiaries, affiliates, partnerships and joint ventures (collectively, “IFF”) and from each of the positions I hold as representative of IFF in any industry associations, lobbying groups or other organizations and bodies.

Sincerely yours,

[Insert Employee Name]