Exhibit 10.28


 


Term Sheet


23 July 2010


 


The
ultimate structure of the arrangements contemplated hereby is subject to
further analysis including evaluation from a tax perspective.  The arrangements will be reflected in
definitive agreements to be signed in the future.


 


1. 
Productos de Maíz S.A. (“Productos de Maíz”) will continue to employ
Julio dos Reis as its President.


 


2.  In addition, Corn Products International, Inc.
or any of its affiliates (collectively, “Corn Products”) will employ Mr. dos
Reis as Corn Products’ Vice President and President, South America Division,
effective 1 September 2010; and Mr. dos Reis shall be nominated for
election as an officer of Corn Products by its Board of Directors.


 


3.  Mr. dos Reis’ gross base annual salary
(inclusive of all duties for Corn Products, including, without limitation,
Productos de Maíz) shall be $415,000 US Dollars equating to a monthly gross
salary of $31,923.08 US Dollars.  The
annual gross base salary is subject to applicable withholding taxes and is
inclusive of the 13th month salary.


 


Mr. dos
Reis’ gross base annual salary shall payable monthly at month end.  50% of his gross base annual salary will be
paid in US Dollars to a US account.  The
remaining 50% of his gross base annual salary will be paid in Argentinean Pesos
valued at the market exchange rate at the close of business on the business day
immediately preceding the day of payment. 
The 13th month salary shall be paid at the same time as
payment is made to other salaried employees of Productos de Maíz and in the
same proportions of US dollars and Argentinean Pesos as the other monthly
payments to Mr. dos Reis.


 


4.  Mr. dos Reis will continue to receive
the vacation payment equal to 20% of his full monthly salary required in
accordance with Argentina regulations, which will continue to be paid in
Argentinean Pesos.


 


5.  Mr. dos Reis shall be eligible to
participate in Corn Products’ annual incentive plan and its long term incentive
compensation program, pursuant to their terms as applied to similarly situated
executives.  Mr. dos Reis’ annual
bonus target will be 75% of his base salary effective 1 September 2010.  The award will be based on earnings per share
for Corn Products International, Inc. (30% weight), operating income of
Corn Products’ South America Division (20% weight), cash flow from operations
for Corn Products International, Inc. (25% weight) and personal objectives
to be established (25% weight).  The
personal objectives will be jointly established prior to the date Mr. dos
Reis becomes the President of the South America Division and the amount of the
annual award will be prorated for the portions of 2010 during which Mr. dos
Reis serves in that position and in his current position.


 


Mr. dos
Reis will be recommended for long-term incentive awards in January 2011
with a total grant date fair value of $300,000. 
Mr. dos Reis will also be recommended for an award of 10,000
restricted shares of common stock of Corn Products International or restricted
stock units 


 

















 


on
1 September 2010; the restricted shares or restricted stock units vest
one-third in year two, one-third in year four and one-third in year five.


 


6.  Mr. dos Reis shall have rights to
severance on basic terms providing that (i) if, within the two-year period
following a change of control of Corn Products International, Inc. his
employment is terminated by him for good reason or is involuntarily terminated
by Corn Products without cause, he will be paid severance in the amount of
three times the sum of his annual base salary as in effect on the date of
termination plus his target annual incentive for the year in which his
termination occurs; and (ii) upon the change of control, his unvested
stock options and restricted shares will become fully vested and all
performance shares will be paid at target. 
Any severance amounts shall be offset with any statutory severance
payment required in accordance with applicable local labor laws.


 


7.  Severance terms will also provide that if his
employment is involuntarily terminated by Productos de Maíz in cases other than
a change in control of Corn Products International, Inc. and provided the
termination is without cause, he will be entitled to receive a severance
benefit in accordance with his full period of employment with Productos de Maíz
and in accordance with the local severance policy in Argentina.


 


8.  Mr. dos Reis’ employment will be
governed exclusively and at all times by the laws of Argentina.


 


9.  Mr. dos Reis will be entitled to
reimbursement of customary and reasonable business expenses, including
housing/hotel and airfare costs incurred when traveling.


 


10.  Mr. dos Reis will be eligible to
participate in the benefit plans provided by Productos de Maiz to other
salaried employees, including the savings plan in which he currently
participates.  Additionally, Productos de
Maíz will honor its previous commitment to provide Mr. dos Reis with a
legacy retirement healthcare benefit initially provided to him by Refinerías de
Maíz.


 


11.  Mr. dos Reis will execute an agreement
not to compete with Corn Products and not to solicit employees of Corn Products
during and for a period of two years following the end of his employment and
not to reveal or use confidential information of Corn Products during or after
the end of his employment


 


12.   Mr. dos Reis will have responsibility
for reporting and accounting to applicable tax authorities regarding all
personal tax liabilities; he will also be responsible for all applicable social
charges and other related local taxes. 
He shall be eligible for reimbursement by Corn Products  if he incurs additional income tax liabilities with respect
to his Corn Products income as a result of traveling for required business
outside of Argentina.  Additionally, Corn
Products  will provide him with tax preparation
services to assist in the preparation and filing of his required income tax
returns.


 


ACCEPTED
AND AGREED TO,


as of
23 July 2010


 


 


	
  /s/ Julio dos Reis

  	
   

  	
   

  
	
  Julio dos Reis

  	
   

  	
   

  



 


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