Exhibit 10.27


 


CONSULTING
AGREEMENT


 


This
Consulting Agreement (this “Agreement”) is entered into as of July 23,
2010 between Corn Products International, Inc., a Delaware corporation
(the “Company”), and Jorge L. Fiamenghi (the “Consultant”).


 


WHEREAS,
the Consultant announced in July 2010 his intention to resign from his
position.


 


WHEREAS,
the Consultant has served as Vice President of the Company and President South
American Division since 1999.


 


WHEREAS,
the Company desires to continue to receive the benefit of the Consultant’s
valuable knowledge and experience with the Company by retaining the Consultant
to serve as a consultant to the Company.


 


WHEREAS,
the Consultant desires to accept such position, upon the terms and subject to
the conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual promises and agreements contained
herein, the adequacy and sufficiency of which are hereby acknowledged, the
Company and the Consultant hereby agree as follows:


 


1.             Resignation.  Effective at the close of business on August 31,
2010, the Consultant will resign from his position with the Company, and,
except as otherwise provided in this Agreement, from all other positions the
Consultant holds as an officer or member of the board of directors of any of
the Company’s subsidiaries or affiliates.


 


2.             Term of Agreement.  The Company hereby agrees to retain the
Consultant as a consultant, and the Consultant hereby agrees to be retained by
the Company, upon the terms and subject to the conditions hereof for the period
commencing on October 20, 2010, (the “Effective Date”) and ending on October 31,
2011, unless earlier terminated pursuant to Section 7 hereof (the “Consulting
Period”).


 


3.             Consulting Services.  During the Consulting Period,
the Consultant shall make himself available to serve in an advisory role with
respect to the businesses conducted by the Company as requested by the Board of
Directors or President and Chief Executive Officer of the Company.  In no event shall the Consultant be required
to provide services during the Consulting Period for a number of hours greater
than 8%of the average number of hours the Consultant worked per annum, for the
Company, during the 36-month period preceding the Effective Date.


 


(a)           In case the Company requires consulting services for a
period greater than that established above, the Consultant shall attend
according to his 


 

















 


availability (and not obliged to) and at the same
Consulting Fee rate described in Section 5.


 


(b)           Should the Consultant be required for services and
consulting on Special Projects different from the advisory role described
above, then for such purpose, the Company and Consultant agree that the
compensation for those services will be established on a “per project/per job”
basis different from the consulting fee described in Section 5.


 


4.             Independent Contractor Status.  The Company and the Consultant
acknowledge and agree that the Company shall not exercise general supervision
or control over the time, place or manner in which the Consultant provides
services hereunder, and that in performing services pursuant to this Agreement
the Consultant shall be acting and shall act at all times as an independent
contractor only and not as an employee, agent, partner or joint venturer of or
with the Company or any entity for which the Company provides services.  The Consultant acknowledges that he is solely
responsible for the payment of all Federal, state, local and foreign taxes that
are required by applicable laws or regulations to be paid with respect to the
amounts payable to the Consultant hereunder.


 


5.             Compensation.  As compensation for the consulting services
to be performed by the Consultant hereunder, the Company shall pay the
Consultant a consulting fee, on a per diem basis, equal to his per diem
compensation paid by the Company or its affiliate prior to separation, but in
U.S. dollars, during the term of this Agreement.


 


6.             Expenses.  The Company shall reimburse the Consultant
for any reasonable business expenses incurred by the Consultant in connection
with the performance of services described in Section 3.


 


7.             Termination.  This Agreement may be terminated at any time
by either party on 90 days prior written notice to the other party.


 


8.             Confidentiality.  The Consultant shall not, at any time during
or after the Consulting Period, make use of or disclose, directly or
indirectly, any (i) trade secret or other confidential or secret
information of the Company or of any of its subsidiaries or (ii) other
technical, business, proprietary or financial information of the Company or of
any of its subsidiaries not available to the public generally or to the
competitors of the Company or to the competitors of any of its subsidiaries (“Confidential
Information”), except to the extent that such Confidential Information (a) becomes
a matter of public record or is published in a newspaper, magazine or
periodical or in any other media available to the general public, other than as
a result of any act or omission of the Consultant, (b) is required to be
disclosed by any law, regulation or order of any court or regulatory
commission, department or agency, provided that the Consultant gives prompt
notice of such requirement to the Company to enable the Company to seek an
appropriate protective order, or (c) is necessary to perform properly the
Consultant’s duties under this Agreement. 
Promptly following the termination of the 


 

















 


Consulting Period, the Consultant shall surrender to the
Company all records, memoranda, notes, plans, reports, other documents and data,
whether in tangible or electronic form, which constitute Confidential
Information which he may then possess or have under his control (together with
all copies thereof). Consultant acknowledges that he has obligations under a
separate Confidentiality and Non-Compete Agreement of the same date as this
document.


 


9.             Noncompetition; Nonsolicitation.


 


(a)           The Consultant agrees that during the Consulting Period
and for a period of one year thereafter he shall not in any manner, directly or
indirectly, through any person, firm or corporation, alone or as a member of a
partnership or as an officer, director, stockholder, investor or employee of or
consultant to any other corporation or enterprise or otherwise, engage or be
engaged, or assist any other person, firm, corporation or enterprise in
engaging or being engaged, in any business, in which the Consultant was
involved or had knowledge, being conducted by, or contemplated by, the Company
or any of its subsidiaries during the Consulting Period in any geographic area
in which the Company or any of its subsidiaries is then conducting such
business.


 


(b)           The Consultant further agrees that during the Consulting
Period and for a period of one year thereafter he shall not (i) in any
manner, directly or indirectly, induce or attempt to induce any employee of the
Company or any of its subsidiaries to terminate or abandon his or her
employment for any purpose whatsoever or (ii) in connection with any
business to which Section 9(a) applies, call on, service, solicit or
otherwise do business with any customer of the Company or any of its
subsidiaries.


 


(c)           Consultant acknowledges that he has obligations under a
separate Confidentiality and Non-Compete Agreement of the same date as this
document


 


10.          Jurisdiction.  Except as otherwise set forth in Section 11
hereof, any dispute or controversy between the Company and the Consultant,
whether arising out of or relating to this Agreement, the breach of this
Agreement, or otherwise, shall be settled before the courts of São Paulo with
competent jurisdiction.


 


11.          Enforcement.  The parties hereto agree that the Company and
its subsidiaries would be damaged irreparably in the event that any provision
of Sections 8 and 9 of this Agreement were not performed in accordance with its
terms or were otherwise breached and that money damages would be an inadequate
remedy for any such nonperformance or breach. 
Accordingly, the Company and its successors and permitted assigns shall
be entitled, in addition to other rights and remedies existing in their favor,
to an injunction or injunctions to prevent any breach or threatened breach of
any of such provisions and to enforce such provisions specifically (without
posting a bond or other security).  The
Consultant agrees that he will submit himself to the personal jurisdiction of
the courts of São Paulo in any action by the Company to enforce an award
against him or to obtain interim injunctive or other relief pending decision.


 

















 


12.          Representations.  The Consultant represents and warrants to the
Company that the execution, delivery and performance of this Agreement by the
Consultant does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which the Consultant is a party or by which he is bound.


 


13.          Survival.  Sections 8 and 9 of this Agreement shall
survive and continue in full force and effect in accordance with their
respective terms, notwithstanding any termination of the Consulting Period.


 


14.          Notices.  All notices, requests or other communications
provided for in this Agreement shall be made, if to the Company, to Corn
Products International, Inc., 5 Westbrook Corporate Center, Westchester, Illinois
60654, Attention: General Counsel, facsimile (708) 551-2801, and if to the
Consultant, to the Consultant’s address set forth in the Company’s
records.  All notices and other
communications required or permitted hereunder shall be in writing and shall be
deemed given when (i) delivered personally or by overnight courier, or (ii) sent
by facsimile, with the confirmatory copy delivered by overnight courier to the
address of such party pursuant to this Section.


 


15.          Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect the validity, legality or enforceability of any other provision of this
Agreement or the validity, legality or enforceability of such provision in any
other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


16.          Entire Agreement.  This Agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersedes and preempts any prior understandings, agreements
or representations by or between the parties, written or oral, which may have
related in any manner to the subject matter hereof.


 


17.          Successors and Assigns.  This Agreement shall be
enforceable by the Consultant and his heirs, executors, administrators and
legal representatives, and by the Company and its successors and assigns.


 


18.          Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the laws of Brazil.


 


19.          Amendment and Waiver.  The provisions of this Agreement may be
amended or waived only by the written agreement of the Company and the
Consultant, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.


 

















 


20.          Counterparts.  This Agreement may be executed in two
counterparts, each of which shall be deemed to be an original and both of which
together shall constitute one and the same instrument.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.


 


	
   

  	
   

  	
  CORN
  PRODUCTS INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  
	
   

  	
   

  	
  /s/ Ilene S. Gordon

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Accepted:

  
	
   

  	
   

  	
  /s/ Jorge Luiz
  Fiamenghi

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Jorge Luiz Fiamenghi

  
	
   

  	
  Witnesses:

  	
   

  	
   

  	
  Witnesses:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  Marcelo F. Couto

  	
   

  	
   

  	
  2.

  	
   

  
	
   

  	
   

  	
  July 23,
  2010