Exhibit 10.4


 


APPENDIX C


 


CORN PRODUCTS INTERNATIONAL, INC.


ANNUAL INCENTIVE PLAN


 


1.                                      Definitions.  When the
following terms are used herein with initial capital letters, they shall have
the following meanings:


 


Code — the Internal Revenue Code of 1986, as
it may be amended from time to time, and any proposed, temporary or final
Treasury Regulations promulgated thereunder.


 


Committee — the Compensation
Committee of the Board of Directors of the Company. Unless the Board of
Directors determines otherwise, each member of the Committee shall be an “outside
director” within the meaning of Section 162(m) of the Code and a “Non-Employee
Director” within the meaning of Rule 16b-3 under the Exchange Act.


 


Company — Corn Products
International, Inc., a Delaware corporation.


 


Exchange Act — shall mean the
Securities Exchange Act of 1934, as amended.


 


Participant — shall mean the
Chairman and Chief Executive Officer and any other executive officer or key
employee of the Company who is designated by the Committee at any time as a
Participant in this Plan.


 


Performance Measures — shall mean the
criteria and objectives, established by the Committee in its sole discretion,
which shall be satisfied or met as a condition to a Participant’s receipt of a
bonus payment for a Performance Period. The Committee may amend or adjust the
Performance Measures for a Performance Period in recognition of unusual or
nonrecurring events affecting the Company or its financial statements or
changes in law or accounting, but only, in the case of a bonus payment that is
intended to qualify as “qualified performance-based compensation” under Section 162(m) of
the Code, to the extent such adjustment would not cause any portion of the
bonus payment to be nondeductible pursuant to Section 162(m) of the
Code. In the case of a bonus that is intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code, the
Performance Measures shall be based on one or more of the following business
criteria, determined with respect to the performance of Company as a whole, or,
where determined to be appropriate by the Committee, with respect to the
performance of one or more divisions or groups within the Company, or with
respect to the performance of individual Participants: net sales; pretax income
before allocation of corporate overhead and bonus; budget; earnings per share;
net income; return on stockholders’ equity; return on assets; return on capital
employed; attainment of strategic and operational initiatives; appreciation in
and/or maintenance of the price of the common stock or any other publicly
traded securities of the Company; market share; gross profits; earnings before
interest and taxes; earnings before interest, taxes, depreciation and
amortization; economic value- added models; comparisons with various stock
market indices; increase in number of customers and/or reductions in costs;
total stockholder return (based on the change in the price of a share of the
Company’s common stock and dividends paid); operating income; and cash flows
(including, but not limited to, operating cash flow, free cash flow, cash flow
return on equity and cash flow return on investment) for the applicable
Performance Period.


 


Performance Period — shall mean the
twelve consecutive month period which coincides with the Company’s fiscal year.


 


Plan — shall mean the Corn Products
International, Inc. Annual Incentive Plan as set forth herein and as from
time to time amended.


 


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2.                                       Administration.


 


2.1  Committee.  The Plan shall be administered by the
Committee.


 


2.2 
Determinations Made For Each Performance Period.  With respect to each Performance Period, the
Committee shall:


 


(a)           Designate Participants for that
Performance Period.


 


(b)           Determine the amount or formula for
determining each Participant’s maximum bonus payment for the Performance
Period.


 


(c)           Establish the Performance Measures
for the Performance Period, including the identification of any events for
which adjustments are to be made to the Performance Measures.


 


(d)           Establish the Performance Measure
targets for the Performance Period.


 


In the case of bonus payments that are
intended to qualify as qualified performance-based compensation under Section 162(m) of
the Code, the Committee shall take the above actions on or before the
90th day of the Performance Period, except to the extent that failure to
do so would not cause any portion of the bonus payment to be nondeductible
pursuant to Section 162(m) of the Code.


 


2.3 
Certification.  Following
the close of each Performance Period and prior to payment of any bonus under
the Plan, the Committee must certify in writing that the applicable Performance
Measure targets and all other factors upon which a bonus is based have been
attained.


 


2.4  Stockholder
Approval.  The material terms
of this Plan shall be disclosed to and approved by stockholders of the Company
in accordance with Section 162(m) of the Code. No bonus shall be paid
under this Plan unless such stockholder approval has been obtained.


 


3.                                       Eligibility for Bonus Payment.


 


3.1  Formula.  Each Participant who (i) is an employee
of the Company on the last day of a Performance Period, or whose employment was
terminated during the Performance Period due to retirement, disability or
death, and (ii) was employed by the Company during at least six months of
the Performance Period, shall be eligible to receive a bonus payment for a
Performance Period in an amount established by, or determined under the bonus
formula established by, the Committee for the Performance Period based on the
attainment of the Performance Measure targets for the Performance Period. A
Participant who is eligible to receive a bonus payment for a Performance
Period, but who was not actively employed during the entire Performance Period,
shall receive a prorated bonus payment determined in accordance with rules established
by the Committee.


 


3.2  Limitations.  In the case of bonus payments that are
intended to qualify as qualified performance-based compensation under Section 162(m) of
the Code, the following limitations shall apply:


 


(a)  No payment if Performance Measure threshold not
achieved.  In no event shall
any Participant receive a bonus payment hereunder if the minimum threshold
Performance Measure requirement applicable to the bonus payment is not achieved
during the Performance Period.


 


(b)  No payment in excess of preestablished amount.  No Participant shall receive a bonus payment
under this Plan for any Performance Period in excess of $5.0 million.


 


(c)  Committee may reduce bonus payment.  The Committee retains sole discretion to
reduce the amount of or eliminate any bonus otherwise payable to a Participant
under this Plan. The Committee may exercise such discretion by establishing
conditions for the payment of bonuses in addition to the Performance Measure
targets, including the achievement of financial, strategic or individual goals,
which may be objective or subjective, as it deems appropriate.


 


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4.                                       Manner of Bonus Payments.


 


4.1  Time and Form of
Payments.  The bonus payment
to a Participant under the Plan for a Performance Period shall be paid to the
Participant in cash as soon as determined by the Committee after it has
certified that the Performance Measure targets and all other factors upon which
the bonus payment for the Participant is based have been attained; provided, however,
that such payment shall not be made earlier than January 1 immediately
following the calendar year in which the Performance Period ends or later than March 15
immediately following the calendar year in which the Performance Period ends.


 


4.2 
Nontransferability. 
Participants shall not have the right to assign, encumber or otherwise
anticipate the payments to be made under this Plan, and the benefits provided
hereunder shall not be subject to seizure for payment of any debts or judgments
against any Participant.


 


4.3  Tax
Withholding.  In order to
comply with all applicable federal or state income tax laws or regulations, the
Company may take such action as it deems appropriate to ensure that all
applicable federal or state payroll, withholding, income or other taxes, which
are the sole and absolute responsibility of a Participant, are withheld or
collected from such Participant.


 


5.                                       Amendment and Termination.  The Committee may amend this Plan
prospectively at any time and for any reason deemed sufficient by it without
notice to any person affected by this Plan and may likewise terminate or
curtail the benefits of this Plan both with regard to persons expecting to
receive benefits hereunder in the future and persons already receiving benefits
at the time of such action, subject to any requirement of stockholder approval
required by applicable law, rule or regulation, including Section 162(m) of
the Code.


 


6.                                       Miscellaneous.


 


6.1  Effective
Date.  The effective date of
the Plan shall be January 1, 2000.


 


6.2  Headings.  Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any ways material or relevant to the
construction or interpretation of the Plan or any provision thereof.


 


6.3  Applicability
to Successors.  This Plan
shall be binding upon and inure to the benefit of the Company and each Participant,
the successors and assigns of the Company, and the beneficiaries, personal
representatives and heirs of each Participant. If the Company becomes a party
to any merger, consolidation or reorganization, this Plan shall remain in full
force and effect as an obligation of the Company or its successors in interest.


 


6.4  Employment
Rights and Other Benefits Programs. 
The provisions of this Plan shall not give any Participant any right to
be retained in the employment of the Company. In the absence of any specific
agreement to the contrary, this Plan shall not affect any right of the Company,
or of any affiliate of the Company, to terminate, with or without cause, the
participant’s employment at any time. This Plan shall not replace any contract
of employment, whether oral, or written, between the Company and any
Participant, but shall be considered a supplement thereto. This Plan is in
addition to, and not in lieu of, any other employee benefit plan or program in
which any Participant may be or become eligible to participate by reason of
employment with the Company. Receipt of benefits hereunder shall have such
effect on contributions to and benefits under such other plans or programs as
the provisions of each such other plan or program may specify.


 


6.5  No Trust Fund
Created.  This Plan shall not
create or be construed to create a trust or separate fund of any kind or
fiduciary relationship between the Company or any affiliate and a Participant
or any other person. To the extent that any person acquires a right to receive
payments from the Company or any affiliate pursuant to this Plan, such right
shall be no greater than the right of any unsecured general creditor of the
Company or of any affiliate.


 


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6.6  Governing
Law.  The place of
administration of the Plan shall be in the State of Illinois. The Plan shall be
construed and administered in accordance with the laws of the State of
Illinois, without giving effect to principles relating to conflict of laws.


 


6.7  Severability.  If any provision of the Plan is or becomes or
is deemed to be invalid, illegal or unenforceable in any jurisdiction such
provision shall be construed or deemed amended to conform to applicable laws,
or if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan, such
provision shall be stricken as to such jurisdiction, and the remainder of the
Plan shall remain in full force and effect.


 


6.8  Qualified
Performance-Based Compensation. 
In the case of bonus payments that are intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code, all
of the terms and conditions of the Plan shall be interpreted in such a fashion
as to qualify such payments as qualified performance-based compensation within
the meaning of Section 162(m) of the Code.


 


6.9  Section 409A.  Payments under the Plan are intended to be
exempt from section 409A of the Internal Revenue Code of 1986, as amended,
as “short-term deferrals” within the meaning of Treasury Regulation
section 1.409A-1(b)(4).


 


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