The validity of the Common Stock
to be issued under the 2021 Plan will be passed upon by Nanci Prado, the Registrant’s Deputy General Counsel. Ms. Prado
is a full-time employee of the Registrant and may be eligible to participate in the various employee benefit plans that the Registrant
offers generally to employees and owns and has equity and equity-based awards with respect to shares of Common Stock. Ms. Prado
currently beneficially owns less than 1% of the Registrant’s outstanding Common Stock.
Item 6. Indemnification
of Directors and Officers.
Pursuant to Article VI, Section 1
of IFF’s Bylaws, as they may be amended (the “IFF Bylaws”), IFF has agreed to indemnify any person made,
or threatened to be made, a party to an action or proceeding, whether civil or criminal, by reason of the fact that he or she,
or a person of whom he or she is the legal representative, is or was a director or officer of IFF, or was serving, at the request
of IFF, as a director, officer, employee, fiduciary or agent of any other affiliated corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against judgments, fines, amounts paid in settlement and reasonable expenses, including
attorney’s fees, incurred by such person as a result of such action or proceeding, or any appeal therein, unless a judgment
or other final adjudication adverse to such person establishes that his or her acts, or the acts of the person of whom he or she
is the legal representative, were committed in bad faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he or she, or the person of whom he or she is the legal representative, personally
gained in fact a financial profit or other advantage to which he or she, or the other person of whom he or she is the legal representative,
was not legally entitled. The IFF Bylaws provide that IFF shall advance to such person funds to pay for such expenses, including
attorney’s fees, incurred by such person in defending against any such action or proceeding, or any appeal therein, upon
receipt of an undertaking by or on behalf of such person to repay such funds to IFF if a judgment or other final adjudication adverse
to such person establishes that his or her acts, or the acts of the person of whom he or she is the legal representative, were
committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she, or the person of whom he or she is the legal representative, personally gained in fact a financial profit or
other advantage to which he or she, or such person, was not legally entitled.
Article VI, Section 2 of the
IFF Bylaws provides that if a claim under Article VI, Section 1 of the IFF Bylaws is not paid in full by IFF within thirty
(30) days after a written claim has been received by IFF, the claimant may at any time thereafter bring suit against IFF to
recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the
expenses of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required,
has been tendered to IFF) that the claimant, or the person of whom he or she is the legal representative, has not met the standard
of conduct established in Article VI, Section 1 of the IFF Bylaws, but the burden of proving such defense shall
be on IFF. Neither the failure of IFF (including IFF’s board of directors, independent legal counsel, or its shareholders)
to have made a determination prior to the commencement of such action that indemnification of the claimant is proper because the
claimant or such person has met the said standard of conduct, nor an actual determination by IFF (including IFF’s board of
directors, independent legal counsel, or its shareholders) that the claimant or such person has not met such applicable standard
of conduct, shall be a defense to action or create a presumption that the claimant or such person has not met such standard of
conduct.
Article VI, Section 3 of the
IFF Bylaws provides that subject to the limitations contained in Article VI, Section 1 of the IFF Bylaws, the right to indemnification
and the payment of expenses conferred under the IFF Bylaws shall not be deemed exclusive of any other right to which any person
seeking indemnification or advancement or payment of expenses may be entitled.
Article VI, Section 6 of the
IFF Bylaws also provides that IFF may purchase and maintain insurance to indemnify officers, directors and others against
costs or liabilities incurred by them in connection with the performance of their duties and any activities undertaken by them
for, or at the request of, IFF, to the fullest extent permitted by the New York Business Corporation Law (the “NYBCL”).
Section 721 of the NYBCL provides,
among other things, that indemnification pursuant to the NYBCL will not be deemed exclusive of other indemnification rights to
which a director or officer may be entitled, provided that no indemnification may be made if a judgment or other final adjudication
adverse to the director or officer establishes that (i) his or her acts were committed in bad faith or were the result of
active and deliberate dishonesty, and, in either case, were material to the cause of action so adjudicated, or (ii) he or
she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
Section 722(a) of the
NYBCL provides, among other things, that a corporation may indemnify a person made, or threatened to be made, a party to any
civil or criminal action or proceeding, other than an action by or in the right of the corporation to procure judgment in its
favor, but including an action by or in the right of any other corporation or entity which any director or officer served in
any capacity at the request of the corporation, by reason of the fact that he or she or his or her testator or intestate was
a director or officer of the corporation or served such other entity in any capacity, against judgments, fines, amounts paid
in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such
action or proceeding, or any appeal therein, if such director or officer acted, in good faith, for a purpose which he or she
reasonably believed to be in, or, in the case of service to any other entity, not opposed to, the best interests of the
corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was
unlawful. With respect to actions by or in the right of the corporation to procure judgment in its favor, Section 722(c)
of the NYBCL provides that a person who is or was a director or officer of the corporation or who is or was serving at the
request of the corporation as a director or officer of any other corporation or entity may be indemnified against amounts
paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred in
connection with the defense or settlement of such an action, or any appeal therein, if such director or officer acted, in
good faith, for a purpose which he or she reasonably believed to be in, or, in the case of service to any other entity, not
opposed to, the best interests of the corporation and that no indemnification may be made in respect of (i) a threatened
action, or a pending action which is settled or otherwise disposed of, or (ii) any claim, issue or matter as to which
such person has been adjudged to be liable to the corporation, unless and to the extent an appropriate court determines that
the person is fairly and reasonably entitled to partial or full indemnification.
Section 723 of the NYBCL specifies,
among other things, the manner in which the corporation may authorize payment of such indemnification. It provides that a director
or officer who has been successful, whether on the merits or otherwise, in defending an action or proceeding of the character described
in Section 722 of the NYBCL, shall be entitled to indemnification by the corporation. Except as provided in the preceding
sentence, indemnification may be made by the corporation only if authorized in the specific case by one of the corporate actions
set forth in Section 723 (unless ordered by a court under Section 724 of the NYBCL).
Section 724 of the NYBCL provides,
among other things, that upon proper application by a director or officer, indemnification shall be awarded by a court to the extent
authorized under Sections 722 and 723(a) of the NYBCL.
Section 725 of the NYBCL contains,
among other things, certain other miscellaneous provisions affecting the indemnification of directors and officers, including provision
for the return of amounts paid as indemnification if any such person is ultimately found not to be entitled to the indemnification.
Section 726(a) of the NYBCL
authorizes the purchase and maintenance of insurance to indemnify (i) a corporation for any obligation which it incurs as
a result of the indemnification of directors and officers under the above sections, (ii) directors and officers in instances
in which they may be indemnified by a corporation under such sections, and (iii) directors and officers in instances in which
they may not otherwise be indemnified by a corporation under such sections, provided the contract of insurance covering such directors
and officers provides, in a manner acceptable to the New York State Superintendent of Insurance, for a retention amount and for co-insurance.
In addition, Section 402(b)
of the NYBCL provides that a corporation may include a provision in its certificate of incorporation eliminating or limiting the
liability of its directors to the corporation or its shareholders for damages for the breach of any duty, except for a breach involving
bad faith, intentional misconduct, a knowing violation of law or receipt of an improper personal benefit or for certain illegal
dividends, loans or stock repurchases. Article Eleven of IFF’s Restated Certificate of Incorporation, as it may be amended
(the “Charter”) contains such a provision.
Further, IFF maintains insurance
policies that insure its officers and directors against certain liabilities. IFF has also entered into agreements with certain
of its directors and officers that will require IFF, among other things, to indemnify them against certain liabilities that may
arise by reason of their status or service as directors or officers to the fullest extent permitted by law.
The foregoing summaries are necessarily
subject to the complete text of the NYBCL, the IFF Charter and the IFF Bylaws and the arrangements referred to above and are qualified
in their entirety by reference thereto.
The 2021 Plan also provides that
IFF shall indemnify members of the committee that administers the 2021 Plan and each other director or employee of IFF to whom
any duty or power relating to the administration or interpretation of the 2021 Plan has been delegated, against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the committee that
administers the 2021 Plan) arising out of any action, omission, or determination relating to the 2021 Plan, unless, in either case,
such action, omission, or determination was taken or made by such member, director, or employee in bad faith and without reasonable
belief that it was in the best interests of IFF.