ingr_Ex10_6



		

			Exhibit 10.6

		


		

			 

		


		

			CONFIDENTIAL

		


		

			 

		





		
			NON-COMPETE AGREEMENT
		

		
			This Non-Compete Agreement (this "Agreement") is entered into between Ingredion Incorporated, a Delaware corporation with its corporate offices at 5 Westbrook Corporate Center, Westchester, Illinois 60154 (the "Company"), and Jack C. Fortnum ("Mr. Fortnum").
		

		
			WHEREAS, Mr. Fortnum is employed by the Company as Executive Vice President and Chief Financial Officer of the Company and will retire from the Company on June 30, 2017; and
		

		
			WHEREAS, Mr. Fortnum also is simultaneously entering into that certain Confidentiality Agreement with the Company of even date with this Agreement (the "Confidentiality Agreement").
		

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

		
			1.     Resignations.  Mr. Fortnum voluntarily resigns from his position of Executive Vice President and Chief Financial Officer of Ingredion effective March 1, 2017, and resigns from any and all other positions that he currently or subsequently holds with Ingredion or any affiliate or subsidiary of Ingredion, effective on March 1, 2017, and retires from his employment with the Company effective June 30, 2017.  Mr. Fortnum will execute documents necessary to effect his resignation from any and all positions that he holds with Ingredion or any affiliate or subsidiary of Ingredion
		

		
			2.     Noncompetition; Nonsolicitation.
		

		
			(a)     Mr. Fortnum agrees that for a period through and including December 31, 2017 ("Non-Compete Term"), he shall not in any manner, alone or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business relationship, with any individual or entity anywhere in the world that develops, produces, manufactures, sells, or distributes starch, sweetener, or other products produced or marketed by Ingredion as of the date hereof, or that could be used as a substitute for such products including, but not limited to, Tapioca, Manioc, Yucca, Rice or Potato starches, flours, syrups, and sweeteners; Dextrose, Stevia-based or other high intensity sweeteners, Glucose, Polyols, HFCS, High Maltose syrup, and Maltodextrin sweeteners; Corn oil; Gluten protein; Caramel Color; Hydrocolloids; Fruit and vegetable concentrates, extracts, purees, essences, distillates and pomace; and specifically including but not limited to the following entities that manufacture such or similar products: ADM, Cargill, Roquette, Avebe, and Tate & Lyle, including joint ventures, subsidiaries or divisions thereof or any entity which succeeds to the relevant business.  Notwithstanding any provision to the contrary, it shall not be a violation of this Agreement for Mr. Fortnum to be or become the registered or beneficial owner of less than 5% of any class of securities listed on any
		

		
			 
		

		
			


		 


		

			1

		





 



		

			CONFIDENTIAL

		


		

			 

		





		

		
			stock exchange, in any business or corporation which is included in the scope of this Section 3.
		

		
			(b)     Mr. Fortnum further agrees that during the Non-Compete Term he shall not solicit or recruit employees of the Company or any of its subsidiaries.
		

		
			(c)     If, prior to the expiration of the non-competition period, Employee would like to become employed by or otherwise participate in any business or other activity that he believes may violate the restrictive covenants, Employee may request that the Company waive or limit its rights under the restrictive covenants as they pertain to the particular opportunity. Employee will provide his request to the Company's General Counsel in writing, and will provide sufficient detail of the particular opportunity to allow the Company to evaluate his request. The Company agrees that it will use reasonable efforts to respond to any request within ten business days, but failure to do so shall not be deemed a waiver.
		

		
			3.     Consideration. 
		

		
			Mr. Fortnum agrees to sign and deliver to the Company an executed copy of the Confidentiality Agreement effective as of the same date of this Agreement.  In consideration the restrictive covenants herein and the Confidentiality Agreement entered into simultaneously with this Agreement, and effective June 30, 2017:
		

		
			(a)     the options to acquire the Company's common stock awarded to Mr. Fortnum in February 2015 will be exercisable with respect to all shares of common stock covered by such awards, including the shares which are not then currently exercisable absent this Agreement, and shall be exercisable for the remainder of the option period as stated under the Company's Stock Incentive Plan and the terms of the applicable option agreements;
		

		
			(b)     the restricted stock units ("RSU's") awarded to Mr. Fortnum in February 2015 shall be vested in their entirety and settled; and
		

		
			(c)     pro-rated payments shall be paid to Mr. Fortnum pursuant to the terms of Article 4 of Mr. Fortnum's 2015 Performance Share Award Agreement and Article 4 of his 2016 Performance Share Award Agreement, to the extent that payments would otherwise be earned under those agreements.     Such payments shall be made to Mr. Fortnum when and if payments are made to other employees awarded performance shares under the Stock Incentive Plan in 2015 and 2016.
		

		
			Mr. Fortnum also shall be entitled to all benefits and payments available to Company retirees under the terms of the Company's plan documents. Notwithstanding anything to the contrary in this Agreement, under no circumstances shall Mr. Fortnum be entitled to duplicate benefits under this Agreement and the Confidentiality Agreement
		

		
			4.     Enforcement. Mr. Fortnum acknowledges and agrees that (a) both this Agreement and the Confidentiality Agreement are necessary and appropriate to protect the Company's and its affiliates' legitimate business interests; and (b) the parties
		

		
			
		

		
			


		 


		

			2

		


		

			 

		





 



		

			CONFIDENTIAL

		


		

			 

		





		

		
			are entering into this Agreement and the Confidentiality Agreement as two documents at his request and that he therefore shall not assert in the event of any dispute under this Agreement or the Confidentiality Agreement that any provision (or portion thereof) of either agreement is unenforceable as a result.  The parties hereto agree that the Company and its subsidiaries would be damaged irreparably in the event that any provision of Section 2 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 to seek, 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.   In addition to an injunction, the Company and its successors and permitted assigns shall be entitled to seek money damages, in an amount not to exceed the lesser of actual damages and $536,125.
		

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

		
			6.     Condition Precedent and Survival. Mr. Fortnum acknowledges and agree that his simultaneous execution and delivery of the Confidentiality Agreement is a condition precedent for his eligibility to receive the benefits set forth in Section 3 above.  Sections 2, 3 and 4 of this Agreement shall survive and continue in full force and effect in accordance with their respective terms.
		

		
			7.     Notices. All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Senior Vice President Human Resources, Ingredion Incorporated, 5 Westbrook Corporate Center, Westchester, Illinois 60154 U.S.A., fax + 1-708-551-2895, and if to Mr. Fortnum, to the address which Mr. Fortnum will provide to the Company in writing. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (i) delivered 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.
		

		
			8.     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.
		

		
			
		

		
			


		 


		

			3

		


		

			 

		





 



		

			CONFIDENTIAL

		


		

			 

		





		

		
			9.     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, except for the Confidentiality Agreement entered into simultaneously herewith, which shall continue in force according to its terms.
		

		
			10.   Successors and Assigns.  This Agreement shall be enforceable by Mr. Fortnum and his heirs, executors, administrators and legal representatives, and by the Company and its successors and assigns.  No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred in connection with the sale or transfer of all or substantially all of the assets of the Company, provided that the assignee or transferee is the successor to all or substantially all of the assets of the Company and such assignee or transferee assumes the liabilities, obligations, and duties of the Company, as contained in this Agreement, either contractually or as a matter of law.
		

		
			11.   Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of Illinois and exclusive venue shall be in the courts in Illinois.
		

		
			12.   Amendment and Waiver.  The provisions of this Agreement may be amended or waived only by the written agreement of the Company and Mr. Fortnum, 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.
		

		
			13.   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.
		

		
			
		

		
			


		 


		

			4

		


		

			 

		





 



		

			CONFIDENTIAL

		


		

			 

		





		

		
			14.   THE PARTIES STATE THAT THEY HAVE READ THE FOREGOING, THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF THEIR OWN SELECTION AND AT THEIR OWN COST, THAT THEY UNDERSTAND  EACH OF ITS TERMS AND THAT THEY INTEND TO BE BOUND THERETO.
		

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

			
					
						 

					
					
						INGREDION INCORPORATED

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						/s/ Diane J. Frisch

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Diane J. Frisch

				
	
					
						 

					
					
						Senior Vice President, Human Resources

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Date:

					
					
						March 1, 2017

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Accepted:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						/s/ Jack C. Fortnum

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Jack C. Fortnum

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						Date:

					
					
						March 1, 2017

				



		
			 
		


		 


		

			5