Exhibit 10.26


 


CONFIDENTIALITY AND  NONCOMPETE
AGREEMENT


 


This
Confidentiality and Noncompete Agreement (the “Agreement”) is entered into by
and between Jorge L. Fiamenghi  (“Director”),
Corn Products Brasil-Ingredientes Industrias Ltda. (the “Brazilian subsidiary”)
and Corn Products International, Inc. (collectively with the Brazilian
subsidiary hereinafter sometimes referred to as “CP”) for good, valuable and
received mutual consideration.


 


1.             Director
has voluntarily resigned from his position of Vice President and President of
the South America Division, and from any and all other positions that he
currently holds with CP or any affiliate or subsidiary of CP, effective at the
close of business on August 31, 2010.


 


2.             Director has no present or future
rights with CP after his separation date, and he shall not apply for, or seek
consideration for, any engagement, or contract with CP or any of the other its
affiliates or subsidiaries; except for: specifically contracted
and compensated Consulting Services with CP, and Advisory Services
to the Brazilian subsidiary which shall be performed without
remuneration.


 


3.             Director shall not disclose the
existence or terms of this Agreement to any third parties with the exception of
Director’s accountants, attorneys, and spouse, each of whom shall be bound by
this confidentiality provision, or as may be required to comply with legal
process.


 


4.             Director
shall not take any action, verbal or otherwise, that would or could disparage
or damage the reputation or operations of CP or any of its affiliates or
subsidiaries.  Director and CP will agree
upon the text of a director reference and will identify the individuals at CP
to be contacted for the reference.


 


5.             “Confidential
Information” includes the following information of CP and/or any of its
affiliates or subsidiaries (including but not limited to joint ventures and
joint marketing companies) and/or cooperative management partners (any or all
of whom are referred to for the purposes of this Section as “the Company”):


 


(a)          Employee
data and information, compensation data, labor relations, employment, and
recruitment strategies;


 


(b)           Strategic
and tactical business, financial, profit, marketing, development, analytical,
sales and technical service (both short and long term) information, plans, and
programs, including the process by which the Company develops such information,
plans and programs;


 

















 


(c)           Customer pricing agreements, business
contract details, identification of specific Company customers with whom
Director came into contact or gained knowledge during the course of his work
with the Company, and exclusive business and supply arrangements;


 


(d)           Customer development and application
plans and programs specific to product lines and global business operating
spaces;


 


(e)           All information regarding process,
product and use application patents, pending patents, and patent applications,
as well as current research, development, and application work underway
regarding future patents;


 


(f)            Manufacturing cost data and product
profitability information;


 


(g)           Programs and details regarding corn
purchasing, handling and storage;


 


(h)           Internal organizational structures
and reporting relationships;


 


(i)            Business licensing agreements and
other internal contractual relationships not generally known to the public;


 


(j)            The relationships of the Company and
its internal affiliates;


 


(k)           Current and developmental products,
their manufacturing processes, procedures, and use application technologies;
and


 


(l)            Vendor (equipment and supplies)
programs, developmental arrangements, and pricing details.


 


6.             Director
acknowledges that, by reason of his position with CP, he has become familiar
with Confidential Information.  Director
agrees not to use for any purpose or disclose to anyone such Confidential
Information.   Director further
recognizes that CP is engaged in a highly competitive business, and that CP has
a legitimate business interest in preserving any and all of its trade secrets
and other highly confidential and/or proprietary information that Director has
acquired or may have acquired while working to CP, and that CP will suffer
irreparable harm should such confidential information be utilized by a
competitor or other person or firm. 
Director further acknowledges that all such confidential and/or
proprietary information and trade secrets acquired by Director  in view of his position are owned and shall
continue to be owned by CP.  Confidential
and/or proprietary information does not include information that is or becomes
generally known to the public through no action on Director’s part.


 

















 


7.             Director
shall not, for a period of twenty-four (24) months after his separation date
directly or indirectly (including but not limited to doing so through another
person or entity):


 


(a)           recruit, solicit, attempt to
persuade, or assist in the recruitment or solicitation of any individual who
was an applicant, employee, officer, agent, or contractor of the Company at any
time between January 1, 2009, and his separation date, for the purpose of
employing him or her or obtaining his or her services or otherwise causing him
or her to leave his or her employment or other relationship with the Company;
or


 


(b)           solicit or divert to any competing
business of the Company any individual, firm, corporation, partnership, or
other entity that was a customer or prospective customer of the Company at any
time between January 1, 2005, and his separation date.


 


8.                Director
expressly acknowledges that during his work with CP he developed and received
extensive strategic commercial information related to the Company’s business
that would damage CP if he were to use that extensive strategic commercial
information for the benefit of a competitor of the Company, or for his own
benefit, directly or indirectly. 
Therefore, Director expressly agrees that for a period of twenty-four
(24) months immediately following his separation date, without the prior
written consent of CP, he will not, directly or indirectly (including but not
limited to through a competitor of the Company or any other person, including
but not limited to friends or relatives of Director or entity), as employer,
agent, consultant, distributor, reseller, employee, partner, shareholder,
director or in any other capacity, engage in any business or other activity of
any type or kind that is or may become in any way competitive with the business
carried out by the Company in Brazil or abroad, including but not limited to
engaging in the production, marketing, sale or distribution of products made
from the Corn Wet or Dry milling process, including all sweeteners and
starches; all starch-based ingredients or raw materials; tapioca; polyols;
Stevia; as well as, all sugar-based products that directly or indirectly
compete with Corn Products International’s and its affiliates’ products in the
geography;  nor will Director assist any
other person, organization, partnership, or entity of any type or kind to
compete with the Company.  Director
specially agrees that the competitors of the Company shall include, but not be
limited to, (i) ADM, CARGILL, BUNGE, ROQUETTE, PENFORD STALEY, TATE &
LYLE, AVEBE and NATIONAL STARCH (ii) any other competitor of the Company,
and (iii) the parent companies and subsidiaries of any of the foregoing.


 


First Paragraph - CP hereby consents to Director’s
employment or consultation with Bunge for products EXCEPT products made from
the Corn Wet or Dry milling process, including all sweeteners and starches; all
starch-based ingredients or raw materials; tapioca; polyols; Stevia; as well
as, all sugar-based products that directly or indirectly compete with Corn
Products International’s and its affiliates’ products in the geography;
provided, however, that such consent shall automatically terminate and cease


 

















 


to be effective, and Director shall be deemed to be in breach of this
clause 8, in the event that Bunge acquires, becomes acquired by or otherwise
becomes an affiliate of ADM,  CARGILL,
ROQUETTE, PENFORD, STALEY, TATE & LYLE, AVEBE, NATIONAL STARCH or any
other competitor of the Company, unless and until CP executes a new written
consent to such change in circumstances.


 


Second Paragraph - Director shall also
refrain, directly or indirectly (by himself or through another person or
entity), from associating with (including but not limited to being employed by
or facilitating) third parties, relatives, competitors in any activities that
may be construed as competing with CP ́s business, anywhere in Brazil or abroad,
hire or attempt to hire any employee of CP or to assist such employee to leave
the employment of CP; or entice, persuade, induce or attempt to induce any
business or entity that is a customer of CP to discontinue, reduce or limit its
relationship with the CP.


 


Third Paragraph - The Director  may consult with CP  by
writing only to CP’s Chief Executive Officer or General Counsel asking for any specific and limited waiver to be
issued in writing by the CP only upon receipt of a request describing a
specific situation presented by the Director, at the CP’s own discretion.


 


Fourth Paragraph — For purposes of this clause, CP ́s business
encompasses providing vital ingredients to a wide variety of industries.  From fruit juices to frozen foods,
antibiotics to adhesives, baked goods to beers, paper to pet foods, etc..
CP’s ingredients are found in products that are an indispensable part of
everyday life around the world.  This
also includes, textiles, health and nutrition, or personal care products and
ingredients.


 


9.             As a compensation for the
non-competition and non-solicitation covenants, CP shall pay to Director a
gross amount equal to 200% of his current annual base remuneration and current
target bonus.  This amount shall be paid
monthly in twenty-four (24) equal installments. 
The first one shall be paid within ten (10) business days of September 1,
2010. Each payment will be in U.S. dollars and shall be deposited in Director’s
bank account bank account no.
                  ,
agency           , at Bank
              
, deducted of the applicable taxes, provided that the Director does not have
any pending claims against CP or any of its affiliated companies, and provided
that Director has not breached this Agreement. If Director breaches this
Agreement, such breach shall immediately relieve CP of any and all remaining
obligations under this Section 9, and shall further obligate Director to
immediately forfeit and return to CP all monies paid to him up until that point
pursuant to this Section 9. 
Director further acknowledges that the violation of the non-competition
and non-solicitation covenants contained in this Agreement may cause damages
and losses to CP. Thus, upon the breach of any of the non-competition and
non-solicitation covenants contained in this Agreement, and in addition to
relieving CP of its further obligations under this Section 9 and the
forfeiture and return to CP by Director of all monies paid to him under this Section 9,
Director shall pay to CP as a liquidated damages penalty an amount of money
equal to another 100% of all monies promised to Director under this Section 9,
for each violation without prejudice


 

















 


to CP’s right to bring the
proper legal actions to remedy the breach and to protect its interests.


 


10.             The Parties herein
acknowledge that any tax and contributions due upon the granting described in
this Agreement shall be the obligations of the respective party, as set forth
in the applicable law.


 


11.             Director
acknowledges that the restrictions contained in this Agreement are reasonable
and necessary in order to protect CP’s legitimate business interests, and that
any violation thereof could result in irreparable injuries to CP.  Director therefore acknowledges that, in the
event of any violation of any of these restrictions, CP will be entitled to
obtain from any court of competent jurisdiction preliminary and permanent
injunctive relief, specific performance as well as damages and an equitable
accounting of all earnings, profits and other benefits arising from such
violation, which rights shall be cumulative and in addition to any other rights
or remedies to which CP may be entitled.


 


12.      On or before his
separation date Director shall return to CP all property, including but not
limited to any and all I.D. cards, memoranda, notes, plans, records, reports,
computers, computer programs, cell phones, company-sponsored credit cards,
files, charts, or other documents or things, and all copies thereof, in his
custody or control containing in whole or in part any Confidential Information
or other information of CP or its subsidiaries or that relate to the affairs of
CP or its subsidiaries.  CP shall provide
Director with a receipt for all CP property actually returned by him.


 


13. DIRECTOR ACKNOWLEDGES, UNDERSTANDS, AND AGREES
THAT DIRECTOR:   (a) HAS READ AND
UNDERSTANDS THE TERMS AND EFFECT OF THIS AGREEMENT; (b) KNOWINGLY AND
VOLUNTARILY, IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF
VALUE TO WHICH DIRECTOR ALREADY IS ENTITLED; AND (c) HEREBY IS AND HAS
BEEN ADVISED OF DIRECTOR’S RIGHT TO HAVE DIRECTOR’S ATTORNEY REVIEW THIS
AGREEMENT BEFORE SIGNING IT.


 


14. This Agreement embodies the entire agreement and
understanding of the parties hereto with regard to the matters described herein
and supersedes any and all prior and/or contemporaneous agreements and
understandings, oral or written, between said parties, including but not
limited to the Corn Products International Executive Severance Agreement dated March 19,
2008.   Director shall have no right to
any benefits under such Corn Products International Executive Severance
Agreement.  This Agreement shall be
governed exclusively by Brazilian law, without regard to its conflict of laws
principles.  This Agreement may be
modified only in writing signed by both parties, and any party’s failure to
enforce this Agreement in the event of one or more events which violate this
Agreement shall not constitute a waiver of any right to enforce this Agreement
against subsequent violations.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original and both of which 


 

















 


taken
together shall constitute one and the same instrument.  The parties hereto agree to accept facsimile
or electronic transmission of copies of signature pages as and in place of
originals.


 


15. If any of the
provisions, terms or clauses contained in this Agreement, including without
limitation Paragraphs 6 through 8 (inclusive), are declared by a court of
competent jurisdiction to be illegal, unenforceable or ineffective, it is the
purpose and intent of the Parties that any such provisions be deemed modified
or limited so that, as modified or limited, such provisions may be enforced to
the fullest extent possible.  In the
event that such court determines that such provisions cannot be rendered
enforceable through any such modification or limitation or otherwise declines
to so modify or limit such provisions, such holding shall not invalidate the
whole of this Agreement; instead, the Agreement shall be construed as if it did
not contain the invalid, illegal or unenforceable part, and the rights and
obligation of the parties shall be construed and enforced accordingly; the remaining provisions, terms, clauses or
waivers and release of claims or rights shall be deemed severable, such that
all other provisions, terms, clauses and waivers and releases of claims and
rights contained in this Agreement shall remain valid and binding.


 


THE
PARTIES STATE THAT THEY HAVE READ THE FOREGOING, THAT THEY UNDERSTAND EACH OF
ITS TERMS AND THAT THEY INTEND TO BE BOUND THERETO.


 


 


	
  JORGE
  L. FIAMENGHI

  	
   

  	
  CORN PRODUCTS BRASIL-INGREDIENTES INDUSTRIAS
  LTDA.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Jorge L. Fiamenghi

  	
   

  	
  By:

  	
  /s/ Marcelo
  F. Couto

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  July 23,
  2010

  	
   

  	
  Title:

  	
  V.P.
  H.R. South America

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
  July
  23, 2010

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CORN
  PRODUCTS INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Ilene S. Gordon

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman
  and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dated:

  	
  July
  23, 2010

  
						



 

















 


	
  Witnesses: 

  	
   

  	
  Witnesses:

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Marcelo
  F. Couto

  	
   

  	
  2.

  	
   

  
	
   

  	
  July 23,
  2010