exv10w2



 







Exhibit 10.2




Corn Products International

Executive Severance Agreement




          Agreement, made this ___ day of                     , 2006, by and between
Corn Products International, Inc., a Delaware corporation (the “Company”), and                      (the
“Executive”).




          WHEREAS, the Executive is a key employee of the Company or a subsidiary of the Company as
defined in Section 1.1(b) hereof (“Subsidiary”), and




          WHEREAS, the Board of Directors of the Company (the “Board”) considers the maintenance of a
sound management to be essential to protecting and enhancing the best interests of the Company and
its stockholders and recognizes that the possibility of a change in control raises uncertainty and
questions among key employees and may result in the departure or distraction of such key employees
to the detriment of the Company and its stockholders; and




          WHEREAS, the Board wishes to assure that it will have the continued dedication of the
Executive and the availability of the Executive‘s advice and counsel notwithstanding the
possibility, threat or occurrence of a bid to take over control of the Company, and to induce the
Executive to remain in the employ of the Company or a Subsidiary; and




          WHEREAS, the Executive is willing to continue to serve the Company and its Subsidiaries taking
into account the provisions of this Agreement;




          NOW, THEREFORE, in consideration of the foregoing, and the respective covenants and agreements
of the parties herein contained, the parties agree as follows:




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Article 1. Change in Control




     1.1 Benefits shall be provided under Article 3 hereof only in the event there shall
have occurred a “Change in Control”, as such term is defined below, and the Executive’s employment
by the Company and its Subsidiaries shall thereafter have terminated in accordance with Article 2
below within the period beginning on the date of the “Change in Control” and ending on the second
anniversary of the date of the “Change in Control” (the “Protection Period”). If any Protection
Period terminates without the Executive’s employment having terminated, any subsequent “Change in
Control” shall give rise to a new Protection Period. No benefits shall be paid under Article 3 of
this Agreement if the Executive’s employment terminates outside of a Protection Period.




     (a) “Change in Control” shall mean:




	 	(1)	 	The acquisition by any individual, entity or group (a
“Person”), including any “person” within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act, of beneficial ownership within the meaning of Rule
13d-3 promulgated under the Exchange Act, of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the “Outstanding Common
Stock”) or (ii) the combined voting power of the then outstanding securities of
the Company entitled to vote generally in the election of directors (the
“Outstanding Voting Securities”); excluding, however, the following: (A)
any acquisition directly from the Company (excluding any acquisition resulting from
the exercise of an exercise, conversion or exchange privilege unless the security
being so exercised, converted or exchanged was acquired directly from the Company),
(B) any acquisition by the Company, (C) any acquisition by an employee benefit plan
(or related trust) sponsored or maintained by the Company or any corporation
controlled by the Company or (D) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of
this Section 1.1(a); provided further, that for purposes of clause (B), if any
Person (other than the Company or any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company) shall become the beneficial owner of 20% or more of the Outstanding Common
Stock or 20% or more of the Outstanding Voting Securities by reason of an
acquisition by the Company, and such Person shall, after such acquisition by the
Company, become the beneficial owner of any additional shares of the Outstanding
Common Stock or any additional Outstanding Voting Securities and such beneficial
ownership is publicly announced, such additional beneficial ownership shall
constitute a Change in Control;
	 
	 	(2)	 	Individuals who, as of the beginning of any consecutive two-year period
constitute the Board of Directors (the “Incumbent Board”) cease for any
reason to constitute at least a majority of such Board; provided that any
individual who subsequently becomes a director of the Company and whose election,
or nomination for election by the Company’s stockholders, was approved by the vote
of at least a majority of the directors then comprising the Incumbent Board shall
be deemed a member of the Incumbent Board; and provided further, that




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	 	 	 	any individual who was initially elected as a director of the Company as a result of an
actual or threatened solicitation by a Person other than the Board for the purpose
of opposing a solicitation by any other Person with respect to the election or
removal of directors, or any other actual or threatened solicitation of proxies or
consents by or on behalf of any Person other than the Board shall not be deemed a
member of the Incumbent Board;
	 
	 	(3)	 	The consummation of a reorganization, merger or consolidation of the
Company or sale or other disposition of all or substantially all of the assets of
the Company (a “Corporate Transaction”); excluding, however, a Corporate
Transaction pursuant to which (i) all or substantially all of the individuals or
entities who are the beneficial owners, respectively, of the Outstanding Common
Stock and the Outstanding Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 50% of,
respectively, the outstanding shares of common stock, and the combined voting power
of the outstanding securities of such corporation entitled to vote generally in the
election of directors, as the case may be, of the corporation resulting from such
Corporate Transaction (including, without limitation, a corporation which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or indirectly) in substantially the same
proportions relative to each other as their ownership, immediately prior to such
Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting
Securities, as the case may be, (ii) no Person (other than: the Company; any
employee benefit plan (or related trust) sponsored or maintained by the Company or
any corporation controlled by the Company; the corporation resulting from such
Corporate Transaction; and any Person which beneficially owned, immediately prior
to such Corporate Transaction, directly or indirectly, 15% or more of the
Outstanding Common Stock or the Outstanding Voting Securities, as the case may be)
will beneficially own, directly or indirectly, 25% or more of, respectively, the
outstanding shares of common stock of the corporation resulting from such Corporate
Transaction or the combined voting power of the outstanding securities of such
corporation entitled to vote generally in the election of directors and (iii)
individuals who were members of the Incumbent Board will constitute at least a
majority of the members of the board of directors of the corporation resulting from
such Corporate Transaction; or
	 
	 	(4)	 	The consummation of a plan of complete liquidation or dissolution of
the Company.






	 	(b)	 	For purposes of this Agreement, the term “Subsidiary” shall mean any corporation in
which the Company possesses directly or indirectly fifty percent (50%) or more of the
total combined voting power of all classes of stock.
	 
	 	(c)	 	Upon a Change in Control, any restricted stock, stock options or other equity awards
granted to the Executive pursuant to the Corn Products International, Inc. Stock Incentive
Plan (the “Incentive Plan”) that are not vested shall vest on the date of Change in
Control 




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	 	 	 	in accordance with the terms of such plans and related agreements. The Executive‘s
beneficiary with respect to such benefits shall be the same person or persons as
determined under the respective plan.





Article 2. Termination Following Change in Control




     2.1 The Executive shall be entitled to the benefits provided in Article 3 hereof upon
any termination of his or her employment with the Company and its Subsidiaries within a Protection
Period, except a termination of employment (a) because of his or her death, (b) because of a
“Disability,” (c) by the Company for “Cause,” or (d) by the Executive other than for “Good Reason.”





	 	(a)	 	Disability. The Executive‘s employment shall be deemed to have terminated because of
a “Disability” on the date on which the Executive becomes eligible to receive long-term
disability benefits under the Company‘s Master Welfare and Cafeteria Plan (the “Cafeteria
Plan”) (or any other plan), or a similar long-term disability plan of a Subsidiary, or a
successor to the Cafeteria Plan or to any such similar plan which is applicable to the
Executive. If the Executive is not covered for long-term disability benefits by the
Cafeteria Plan or a similar or successor long-term disability plan, the Executive shall be
deemed to have terminated because of a “Disability” on the date on which he or she would
have become eligible to receive long-term disability benefits if he or she were covered
for long-term disability benefits by the Company‘s Cafeteria Plan.
	 
	 	(b)	 	Cause. Termination of the Executive‘s employment by the Company or a Subsidiary for
“Cause” shall mean termination by reason of (A) the Executive‘s willful engagement in
conduct which involves dishonesty or moral turpitude which either (1) results in
substantial personal enrichment of the Executive at the expense of the Company or any of
its Subsidiaries, or (2) is demonstrably and materially injurious to the financial
condition or reputation of the Company or any of its Subsidiaries, (B) the Executive‘s
willful violation of the provisions of the confidentiality or non-competition agreement
entered into between the Company or any of its Subsidiaries and the Executive or (C) the
commission by the Executive of a felony. An act or omission shall be deemed “willful” only
if done, or omitted to be done, in bad faith and without reasonable belief that it was in
the best interest of the Company and its Subsidiaries. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Executive a written notice of termination from the
Compensation and Nominating Committee of the Board or any successor thereto (the
“Committee”) after reasonable notice to the Executive and an opportunity for the
Executive, together with his or her counsel, to be heard before the Committee, finding
that, in the good faith opinion of such Committee, the Executive was guilty of conduct set
forth above in clause (A) or (B) of the first sentence of this subsection (b) and
specifying the particulars in detail.
	 
	 	(c)	 	Without Cause. The Company or a Subsidiary may terminate the employment of the
Executive without Cause during a Protection Period only by giving the Executive written
notice of termination to that effect. In that event, the Executive‘s employment shall
terminate on the last day of the month in which such notice is given (or such later date
as may be specified in such notice).




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	 	(d)	 	Good Reason. Termination of employment by the Executive for “Good Reason” shall mean
termination within a Protection Period:






	 	(i)	 	If there has occurred a reduction by the Company or a Subsidiary in the
Executive‘s base salary in effect immediately before the beginning of the
Protection Period or as increased from time to time thereafter;
	 
	 	(ii)	 	If the Company or a Subsidiary, without the Executive‘s written
consent, has required the Executive to be relocated anywhere in excess of
thirty-five (35) miles from his or her office location immediately before the
beginning of the Protection Period, except for required travel on the business of
the Company or a Subsidiary to an extent substantially consistent with the
Executive‘s business travel obligations immediately before the beginning of the
Protection Period;
	 
	 	(iii)	 	If there has occurred a failure by the Company or a Subsidiary to
maintain plans providing benefits substantially the same as those provided by any
benefit or compensation plan, retirement or pension plan, stock option plan, life
insurance plan, health and accident plan or disability plan in which the Executive
is participating immediately before the beginning of the Protection Period, or if
the Company or a Subsidiary has taken any action which would adversely affect the
Executive‘s participation in or materially reduce the Executive‘s benefits under
any of such plans or deprive the Executive of any material fringe benefit enjoyed
by the Executive immediately before the beginning of the Protection Period, or if
the Company or a Subsidiary has failed to provide the Executive with the number of
paid vacation days to which he or she would be entitled in accordance with the
applicable vacation policy of the Company or Subsidiary as in effect immediately
before the beginning of the Protection Period;
	 
	 	(iv)	 	If the Company or a Subsidiary has reduced in any manner which the
Executive reasonably considers important the Executive‘s title, job authorities or
responsibilities immediately before the beginning of the Protection Period;
	 
	 	(v)	 	If the Company has failed to obtain the assumption of the obligations
contained in this Agreement by any successor as contemplated in Section 9.2 hereof;
or
	 
	 	(vi)	 	If there occurs any purported termination of the Executive‘s employment
by the Company or a Subsidiary which is not effected pursuant to a written notice
of termination as described in subsection (ii) or (iii) above; and for purposes of
this Agreement, no such purported termination shall be effective.






	 	 	 	The Executive shall exercise his or her right to terminate his or her employment for
Good Reason by giving the Company a written notice of termination specifying in
reasonable detail the circumstances constituting such Good Reason. However, the Company
shall have thirty (30) days to “cure” such that the circumstances constituting such Good
Reason are eliminated. The Executive‘s employment shall terminate at the end of such
thirty (30)-day period only if the Company has failed to cure such circumstances
constituting the Good Reason.





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	 	 	 	A termination of employment by the Executive within a Protection Period shall be for
Good Reason if one of the occurrences specified in this subsection (d) shall have
occurred (and subject to the cure provision of the immediately preceding paragraph),
notwithstanding that the Executive may have other reasons for terminating employment,
including employment by another employer which the Executive desires to accept.
	 
	 	(e)	 	Transfers; Sale of Subsidiary. A transfer of employment from the Company to a
Subsidiary, from a Subsidiary to the Company, or between Subsidiaries shall not be
considered a termination of employment for purposes of this Agreement. If the Company‘s
ownership of a corporation is reduced so as to cause such corporation to cease to be a
“Subsidiary” as defined in Section 1.1(b) of this Agreement and the Executive continues in
employment with such corporation, the Executive shall not be considered to have terminated
employment for purposes of this Agreement and the Executive shall have no right to any
benefits pursuant to this Article 3 unless (a) a Change in Control occurred prior to such
reduction in ownership and (b) the Executive‘s employment terminates within the Protection
Period beginning on the date of such Change in Control under circumstances that would have
entitled the Executive to benefits if such corporation were still a Subsidiary.





Article 3. Benefits Upon Termination Within Protection Period




     3.1 If, within a Protection Period, the Executive’s employment by the Company or a
Subsidiary shall terminate other than (a) because of his or her death, (b) because of a Disability,
(c) by the Company for Cause, or (d) by the Executive other than for Good Reason, if the Executive
signs a general release in a form acceptable to the Company that releases the Company from any and
all claims that the Executive may have, and the Executive affirmatively agrees not to violate the
provisions of Article 5 (a “General Release”), the Executive shall be entitled to the benefits
provided for below:





	 	(a)	 	The Company or a Subsidiary shall pay to the Executive through the date of the
Executive‘s termination of employment base salary at the rate then in effect, together
with salary in lieu of vacation accrued and unused to the date on which Executive’s
employment terminates, and all other benefits due to Executive through the date of
Executive’s termination of employment, in accordance with the standard payroll and other
practices of the Company or Subsidiary. The Company or Subsidiary shall also pay to the
Executive the amount equal to the target annual bonus established for the Executive under
the Company’s Annual Incentive Program or a similar bonus plan of a Subsidiary (or a
successor to any such bonus plan) for the fiscal year in which the Executive’s termination
of employment occurs, reduced pro rata for that portion of the fiscal year not completed
as of date of the Executive’s termination of employment.
	 
	 	(b)	 	The Company or a Subsidiary shall pay the Executive as a severance payment an amount
equal to three (3) times the sum of (A) his or her highest base salary in effect during
any period of twelve (12) consecutive months within the thirty-six (36) months immediately
preceding his or her date of termination of employment; and (B) the target annual bonus
established for the Executive under the Company‘s Annual Incentive Program or a similar
bonus plan of a Subsidiary (or a successor to any such bonus plan) for the fiscal year in
which the Executive’s termination of employment occurs. However, if the




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	 	 	 	Executive is at least sixty-two (62) years of age as of the date of his or her termination of employment,
the Committee shall have the discretion to alternatively provide the Executive a severance
payment prorated for the number of full months until the Executive attains age
sixty-five (65).
	 
	 	(c)	 	If the Executive, prior to termination of employment, was a participant in the
Executive Life Insurance Plan (“ELIP”), participation in the ELIP shall continue pursuant
to the provisions of the Plan.
	 
	 	(d)	 	Subject to (i) and (ii) below, the Company or a Subsidiary shall provide, at the
exact same cost as to the Executive, and at the same coverage level as in effect as of the
Executive’s date of termination of employment (subject to changes in coverage levels
applicable to all employees generally), a continuation of the Executive’s (and the
Executive’s eligible dependents’) health insurance (but excluding any disability, business
travel, or spending account plans) coverage for thirty-six (36) months from his or her
date of termination of employment (the “Benefit Period”); provided further, however that
if the Executive is at least sixty-two (62) years of age as of the date of his or her
termination of employment, the Committee shall have the discretion to provide the
Executive’s (and the Executive’s eligible dependents’) health insurance coverage as
described under this subsection (d) for the number of full months until the Executive
attains age sixty-five (65). The applicable COBRA health insurance benefit continuation
period shall begin coincident with the beginning of this thirty-six (36) or lesser month
benefit continuation period.






	 	(i)	 	If the Executive becomes covered under the health insurance coverage of
a subsequent employer which does not contain any exclusion or limitation with
respect to any preexisting condition of the Executive or the Executive’s eligible
dependents, the Company’s obligation to provide health insurance coverage pursuant
to this Section 3.1(d) shall be discontinued prior to the end of the thirty-six
(36) or lesser month continuation period. For purposes of enforcing this offset
provision, the Executive shall have a duty to inform the Company as to the terms
and conditions of any subsequent employment and the corresponding benefits earned
from such employment. The Executive shall provide, or cause to provide, to the
Company in writing correct, complete, and timely information concerning the same.
	 
	 	(ii)	 	If, as of the Executive’s date of termination of employment, the
provision to the Executive of the health insurance coverage described in this
Section 3.1(d) would either: (1) violate the terms of the Company’s health
insurance plan (or any other related insurance policies), (2) violate any of the
Code’s nondiscrimination requirements applicable to the health insurance coverage,
or (3) cause the Executive to be subject to the excise tax under IRC 409A, then the
Company, in its sole discretion, may elect to pay the Executive, in lieu of the
health insurance coverage described under this Section 3.1(d), a lump-sum cash
payment equal to the total monthly premiums (or in the case of a self-funded plan,
the cost of COBRA continuation coverage) that would have been paid by the Company
for the Executive 




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	 	 	 	under the health insurance plan from the date of termination
through the thirty-six (36) or lesser months following such date.






	 	 	 	In the event that any health insurance coverage provided under this Section 3.1(d) is
subject to federal, state, or local income or employment taxes or IRC Section 409A
excise tax, or in the event that a lump-sum payment is made in lieu of health insurance
coverage, the Company shall provide the Executive with an additional payment in the
amount necessary such that after payment by the Executive of all such taxes (calculated
after assuming the Executive pays such taxes for the year in which the payment or
benefit occurs at the highest marginal tax rate applicable), including any taxes imposed
on the additional payments, the Executive effectively received coverage on a tax-free
basis or retains a cash amount equal to the health insurance cash payments provided
pursuant to this Section 3.1(d).
	 
	 	(e)	 	The Company shall provide the Executive with three (3) additional years of service
credits under the Company’s Cash Balance Plan for Salaried Employees or any successor
plan; however, if the Executive is at least sixty-two (62) years of age as of the date of
his or her termination of employment, the Company shall provide the Executive with a pro
rata portion of three (3) additional years of service credits, based on the number of full
months until the Executive attains age sixty-five (65). All additional credits will be
calculated consistently with the provisions in the plan, will be based on target total
cash compensation as of the date employment terminates (base salary plus target annual
bonus), and will be credited to the nonqualified cash balance makeup account; provided,
however that any distribution with respect to such additional contributions comply with
Section 4.1.
	 
	 	(f)	 	(i) If the Executive has attained age fifty-two (52) and seven (7) years of service
as of his or her date of termination of employment, the Executive shall receive the cash
value of his or her current retiree healthcare spending account and related spousal
account, plus the value of three (3) additional years of company contributions to such
account. To the extent the Executive is vested in his or her current retiree healthcare
spending account and related spousal account, the amounts will be paid out of such
account. To the extent the payments may not be paid out of the qualified plan, such
amounts shall be paid out of the general assets of the Company. (ii) If the Executive has
not attained age fifty-two (52) and seven (7) years of service as of the date of his or
her termination of employment, the Executive’s participation in the retiree healthcare
spending account and related spousal account shall end in accordance with the terms of
that plan.
	 
	 	(g)	 	The Company shall provide the Executive with executive-level outplacement services
for a period of one (1) year from the date of the Executive’s termination of employment.
Such outplacement services shall be provided through an outplacement firm that is mutually
agreed upon by the parties.
	 
	 	(h)	 	The Company shall pay the Executive a lump sum cash amount equivalent to the same
level of personal allowances (such as club dues and automobile expenses) for the period of
three months, as the Executive received immediately prior to his or her termination of
employment.





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	 	(i)	 	All other rights and benefits that the Executive is vested in, pursuant to other
plans and programs of the Company.





     The Executive shall be entitled to all payments and benefits provided for by or pursuant to
this Section 3.1 whether or not he or she seeks or obtains other employment, except as specifically
provided in subsection (d).



Article 4. Benefits Payment Schedule




     4.1 Payment Schedule. Payments due to the Executive pursuant to Article 3 shall be paid
as follows:





	 	(a)	 	If the Executive is not a “Specified Employee” (as that term is defined and
determined under IRC Section 409A) or if the Executive is a Specified Employee, then only
with respect to payments provided in Section 3.1(a) and 3.1(g),—as soon as
administratively practicable, but in no event later than March 15 of the calendar year
after the calendar year of the Executive’s date of Separation from Service (as defined
under IRC Section 409A); and
	 
	 	(b)	 	If the Executive is a Specified Employee for severance payments other than payments
provided in 3.1(a) and 3.1(g)—as soon as administratively practicable on a date on or
after the date six (6) months following the Executive’s date of Separation from Service.




Notwithstanding the above, the Company’s obligation to pay severance amounts due to the Executive
pursuant to Article 3, to the extent not already paid, shall cease immediately and such payments
will be forfeited, if the Executive violates any condition described in Sections 5.1 or 5.2 after
his or her termination of employment. To the extent already paid, should the Executive violate any
condition described in Sections 5.1 or 5.2 after his or her termination of employment, the
severance amounts provided hereunder shall be repaid in their entirety by the Executive to the
Company, and all rights to such payments shall be forfeited.




Article 5. Restrictive Covenants




     5.1 Confidentiality. The Company has advised the Executive and the Executive
acknowledges that it is the policy of the Company to maintain as secret and confidential all
Protected Information (as defined below), and that Protected Information has been and will be
developed at substantial cost and effort to the Company. The Executive shall not at any time,
directly or indirectly, divulge, furnish or make accessible to any person, firm, corporation,
association, or other entity (otherwise than as may be required in the regular course of
Executive’s employment), nor use in any manner, either during the Executive’s employment period or
after the termination, for any reason, any Protected Information, or cause any such information of
the Company or its Subsidiaries to enter the public domain. For purposes of this Agreement,
“Protected Information” means trade secrets, confidential and proprietary business information of
the Company or its Subsidiaries, and any other information of the Company, including but not
limited to, software, records, manuals, books, forms, documents, notes, letters, reports, data,
tables, compositions, articles, devices, apparatus, customer lists (including potential customers),
sources of supply, processes, plans, materials, pricing information, internal memoranda, marketing
plans, internal policies, and products and services which may be developed from time to time by the
Company, its Subsidiaries and its agents or employees, including the Executive; provided, however
that information that is in the public domain




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(other than as a result of a breach of this Agreement), approved for release by the Company or lawfully obtained from third parties who are not
bound by a confidentiality agreement with the Company, is not Protected Information.




     5.2 Nonsolicitation. During the term of this Agreement and for a period of [CEO: twenty-four
(24) months] [other executives: twelve (12) months] after the Executive’s date of termination of
employment, the Executive shall not solicit or recruit, directly or indirectly, any employee or
consultant of the Company or its Subsidiaries.



     5.3 Ownership. The Executive agrees that all inventions, copyrightable material, business
and/or technical information, marketing plans, customer lists, and trade secrets which arise out of
the performance of this Agreement are the property of the Company.



Article 6. Parachute Payments.




     6.1 Gross-Up Payment. The severance benefits payable to the Executive under Agreement
shall be adjusted as set forth in this Section 6.1. If the sum (the “combined amount”) of the
amounts under Article 3 and other payments or benefits which the Executive has received or has the
right to receive from the Company or any of its Subsidiaries which are defined in IRC Section
280G(b)(2)(A)(i) would constitute a “parachute payment” (as defined in IRC Section 280G(b)(2)), the
combined amount shall, unless the following sentence applies, be decreased by the smallest amount
that will eliminate any parachute payment. If the decrease referred to in the preceding sentence is
10 percent (10%) or more of the combined amount, the combined amount shall not be decreased, but
rather the Company shall pay to the Executive an amount sufficient to provide the Executive, after
tax, a net amount equal to the IRC Section 4999 excise tax imposed on such combined amount, as
increased pursuant to this section (the “Gross-Up Payment). For this purpose, “after tax” means the
amount retained by the Executive after satisfaction (whether through withholding, direct payment or
otherwise) of all applicable federal, state, provincial and local income taxes at the highest
marginal tax rate, and the Executive share of any applicable FICA taxes.




     6.2 Gross-Up Payment Schedule. If an Executive becomes entitled to a Gross-Up Payment as
provided in Section 6.1, the Company shall pay the Gross-Up Payment. If the Executive is not a
Specified Employee, the Company shall pay the Gross-Up Payment as soon as administratively
practicable, but not later than March 15 in the calendar year following the Executive’s Separation
from Service. If the Executive is a Specified Employee, the Company shall pay the Gross-Up Payment
as soon as administratively practicable on or after the date which is six (6) months following the
date of the Executive’s Separation from Service. Provided, however, that in accordance with IRC
Section 280G, such Gross-Up Payment shall not be prepaid in the case of health insurance benefits;
the Gross-Up Payment related to such benefits shall be paid and withheld by the Company at the same
date that income taxes are withheld from such health insurance benefits.



     6.3 Tax Computation. In determining the potential impact of the IRC Section 4999 excise tax,
the Company may rely on any advice it deems appropriate, including, but not limited to, the counsel
of its independent auditors. All calculations for purposes of determining whether any of the
combined amount will be subject to the excise tax and the amounts of such excise tax will be made
in accordance with applicable rules and regulations under IRC Section 280G in effect at the
relevant time.



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     6.4 Subsequent Recalculation. If the Internal Revenue Service adjusts the computation of the
Company so that the Executive did not receive the greatest net benefit, the Company shall reimburse
the Executive for the full amount necessary to make the Executive whole, plus a market rate of
interest, as reasonably determined by the Committee. If the Executive is a Specified Employee, such
reimbursement shall be made as soon as administratively practicable on a date on or after the date
six (6) months following the Executive’s date of Separation from Service, and if the Executive is
not a Specified Employee, such reimbursement shall be made as soon as administratively practicable
but not later than March 15 of the calendar year following the calendar year in which the Internal
Revenue Service adjusts the Executive’s computation. If the Internal Revenue Service adjusts the
computation such that the Company has exceeded the maximum amount as provided for, then the amount
paid in excess shall be owed back to the Company with applicable interest and shall be deemed a
loan by the Company to the Executive.



     If, after the receipt by the Executive of an amount advanced by the Company pursuant to this
Article 6, the Executive who becomes entitled to receive any refund with respect to such claim due
to an overpayment of any excise tax or income tax, including interest and penalties with respect
thereto, the Executive shall (subject to the Company’s complying with the requirements of this
Article 6) promptly pay to the Company the amount of such refund (together with any interest paid
or credited thereon after taxes applicable thereto).



Article 7. No Other Severance Benefits; Right to Other Plan Benefits.




     In the event of termination of the Executive‘s employment within a Protection Period
under circumstances entitling the Executive to benefits hereunder, the Executive shall not be
entitled to any other severance benefits except those provided by or pursuant to this Agreement,
and the Executive hereby waives any claim against the Company or any of its Subsidiaries or
affiliates for any additional severance benefits to which he or she might otherwise be entitled.
Except as provided in the preceding sentence, nothing in this Agreement shall be construed as
limiting in any way any rights or benefits that the Executive may have pursuant to the terms of any
other plan, program or arrangement maintained by the Company or any of its Subsidiaries or
affiliates.




Article 8. Termination of Employment Agreements.




     Any and all Employment Agreements entered into between the Company or any of its
Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.




Article 9. Termination and Amendment; Successors; Binding Agreement.




     9.1 This Agreement shall terminate on the close of business on the date preceding the
one-year anniversary of the date of this Agreement; provided, however, that commencing on the
annual anniversary of the date of this Agreement and each anniversary of the date of this Agreement
thereafter, the term of this Agreement shall automatically be extended for one additional year
unless at least six (6) months prior to such anniversary date, the Company or the Executive shall
have given notice to the other party, in accordance with Article 10, that this Agreement shall not
be extended. This Agreement may be amended only by an instrument in writing signed by the Company
and the Executive. The Company expressly acknowledges that, during the term of this Agreement, the
Executive shall have a binding and irrevocable right to the benefits set forth hereunder in the
event of his or her termination of employment during a Protection Period to the extent provided in
Section 2.1. Any purported amendment or termination of this Agreement by the Company, other than




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pursuant to the terms of this Section 9.1, shall be ineffective, and the Executive shall not lose
any right hereunder by failing to contest such a purported amendment or termination.




     9.2 The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of the
Company or to any subsidiary that employs the Executive, to expressly assume and agree to honor
this Agreement in the same manner and to the same extent that the Company would be required to so honor if no
such succession had taken place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a violation of this Agreement and shall entitle the
Executive to benefits from the Company or such successor in the same amount and on the same terms
as the Executive would be entitled hereunder if he or she terminated his or her employment for Good
Reason, except that for purposes of implementing the foregoing, the date on which any such
succession becomes effective shall be deemed the date of termination of employment. As used in this
Section 9.2, “Company” shall mean the Company hereinbefore defined and any successor to its
business and/or assets as aforesaid which executes and delivers the agreement provided for in this
Section 9.2 or which otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law. The Company shall promptly notify the Executive of any succession by purchase,
merger, consolidation or otherwise to all or substantially all the business and/or assets of the
Company and shall state whether or not the successor has executed the agreement required by this
Section 9.2 and, if so, shall make a copy of such agreement available to the Executive.



     9.3 This Agreement and all rights of the Executive hereunder shall inure to the benefit of,
and shall be enforceable by, the Executive and the Executive‘s legal representatives. If the
Executive should die while any amounts remain payable to him or her hereunder, all such amounts
shall be paid to his or her designated beneficiary or, if there be no such beneficiary, to his or
her estate.



     9.4 The Company expressly acknowledges and agrees that the Executive shall have a contractual
right to the benefits provided hereunder, and the Company expressly waives any ability, if
possible, to deny liability for any breach of its contractual commitment hereunder upon the grounds
of lack of consideration, accord and satisfaction or any other defense. If any dispute arises after
a Change in Control as to whether the Executive is entitled to benefits under this Agreement, there
shall be a presumption that the Executive is entitled to such benefits and the burden of proving
otherwise shall be on the Company.



     9.5 The Company‘s obligation to provide the benefits set forth in this Agreement shall be
absolute and unconditional and shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, or other right which the Company or any
Subsidiary may have against the Executive or anyone else. All amounts payable by the Company
hereunder shall be paid without notice or demand. Each and every payment made hereunder by the
Company or any Subsidiary shall be final, and neither the Company nor any Subsidiary will seek to
recover all or any portion of such payment from the Executive or from whomsoever may be entitled
thereto, for any reason whatsoever.



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Article 10. Notice.




     All notices of termination and other communications provided for in this Agreement
shall be in writing and shall be deemed to have been duly given when delivered by hand or mailed by
United States registered mail, return receipt requested, addressed as follows:



	 	 	 	 	 	 	 
	 	 	If to the Executive:
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	If to the Company:
	 
	 	 	 	 	 	 
	 

	 	 	 	Corn Products International, Inc.	 	 
	 

	 	 	 	5 Westbrook Corporate Center	 	 
	 

	 	 	 	Westchester, IL 60154	 	 
	 

	 	 	 	Attention: Vice President — Human Resources	 	 





or to such other address as either party may have furnished to the other in writing in
accordance herewith.




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Article 11. Miscellaneous.




     No provision of this Agreement may be waived or modified unless such waiver or
modification is in writing and signed by the Executive and the Company‘s Chief Executive Officer or
such other officer as may be designated by the Board. No waiver by either party of any breach by
the other party of, or compliance with, any provision of this Agreement shall be deemed a waiver of
similar or dissimilar provisions at the same or any prior or subsequent time. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of Illinois, without regard to its principles of conflict of laws, and by applicable laws of
the United States.




Article 12. Validity.




     The invalidity or unenforceability of any provision of this Agreement shall not affect
the validity or enforceability of any other provision, which shall remain in full force and effect.




Article 13. Legal Expenses; Dispute Resolution; Arbitration; Pre-Judgment Interest.




     13.1 The Company shall promptly pay all legal fees and related expenses incurred by the
Executive in seeking to obtain or enforce any right or benefit under this Agreement (including all
fees and expenses, if any, incurred in seeking advice in connection therewith).




     13.2 If any dispute or controversy arises under or in connection with this Agreement,
including without limitation any claim under any Federal, state or local law, rule, decision or
order relating to employment or the fact or manner of its termination, the Company and the
Executive shall attempt to resolve such dispute or controversy through good faith negotiations.



     13.3 If such parties fail to resolve such dispute or controversy within ninety days, such
dispute or controversy shall, if the Executive so elects, be settled by arbitration, conducted
before a panel of three arbitrators in Chicago, Illinois in accordance with the applicable rules
and procedures of the Center for Public Resources then in effect. Judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction. Such arbitration shall be final
and binding on the parties. Costs of any arbitration, including, without limitation, reasonable
attorneys‘ fees of both parties, shall be borne by the Company.



     13.4 If such parties fail to resolve such dispute or controversy within ninety days and the
Executive does not elect arbitration, legal proceedings may be instituted, in which event the
Company shall be required to pay the Executive‘s legal fees and related expenses to the extent set
forth in Section 13.1 above.



     13.5 Pending the resolution of any arbitration or court proceeding, the Company shall continue
payment of all amounts due the Executive under this Agreement and all benefits to which the
Executive is entitled, including medical and life insurance benefits, other than those specifically
at issue in the arbitration or court proceeding and excluding long term disability benefits.



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     13.6 If the Executive is awarded amounts pursuant to arbitration or court proceeding, the
Company shall also pay pre-judgment interest on such amounts calculated at the Prime Rate (as
defined below) in effect on the date of such payment. For purposes of this Agreement, the term
“Prime Rate” shall mean the prime rate as published in the Wall Street Journal Midwest edition
showing such rate in effect as of the first business day of each calendar quarter.



* * * * *




          IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above
written.



	 	 	 	 	 
	 	Corn Products International, Inc.

 	 
	 	By:  	 	 
	 	 	     Executive 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	     Company Representative Position 	 




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