Exhibit 10.23


 


Corn Products International


Notice of Restricted Stock Unit


Award Agreement


 


                          :


 


You have been granted
an award of                   
Restricted Stock Units (the “Award”) effective               ,
2     (the “Grant Date”) under the Corn Products
International, Inc. Stock Incentive Plan (the “Plan”), representing the
right to receive in the future shares of Common Stock of Corn Products
International, Inc. (the “Company”).  
This Award Agreement and the Plan together govern your rights under the
Plan and set forth all of the conditions and limitations affecting such rights.


 


Capitalized
terms used in this Award Agreement shall have the meanings ascribed to them in
the Plan or in this Award Agreement. If there is any inconsistency between the
terms of this Award Agreement and the terms of the Plan, the Plan’s terms shall
supersede and replace the conflicting terms of this Award Agreement.


 


Overview
of Your Grant


 


1.     General.  Except as provided below, you shall not be entitled to
any privileges of ownership with respect to the shares of Common Stock subject
to the Award unless and until, and only to the extent, the Restricted Stock
Units subject to the Award are settled and you become a stockholder of record
with respect to such shares as provided herein. 
The Company agrees to reserve and keep available, either in treasury or
out of its authorized but unissued shares of Common Stock, the full number of
shares subject to the Award.


 


2.     Vesting Period. The Restricted
Stock Units awarded and/or credited under this Award Agreement will vest     %
on each of the first               
anniversaries of the date of grant (the “Vesting Dates”).  During the period beginning on the Grant Date
and ending on the Vesting Date (the “Vesting Period”) the Restricted Stock
Units awarded and/or credited under this Award Agreement may not be sold,
transferred, assigned, pledged, hypothecated or otherwise encumbered or
disposed of, except as provided in the Plan or this Agreement.  If all of the terms and conditions of the
Award Agreement and the Plan are met on the Vesting Dates, then you will
receive issued certificates for the number of shares of Common Stock subject to
the applicable percentage of the Restricted Stock Units then held by you which
were issued and/or credited to you under this Award Agreement.


 


3.     Termination of Employment: The Restricted Stock Units will vest in
full in the event of your death or the occurrence of your Disability Date while
employed by the Company, its affiliates, and/or its Subsidiaries, upon your
involuntary termination by the Company without cause or upon the occurrence of
a Change in Control as defined in the Company’s standard change of control
severance agreement.  In the event that
you terminate employment with the Company, its affiliates, and/or its
Subsidiaries for any other reason, all of the unvested Restricted Stock Units
you hold at the time your employment terminates shall be forfeited to the
Company.


 

















 


4.     Voting Rights and Dividends.  You
do not have the right to vote any shares of Common Stock or to receive
dividends on them prior to the date such shares are to be issued to you
pursuant to the terms of this Award Agreement. 
As of each date on which dividends are paid on the Common Stock, the
Company shall credit to the Award additional Restricted Stock Units, the number
of which shall be determined by multiplying the amount of such dividend per
share of Common Stock by the number of shares of Common Stock then subject to
the Award, and dividing the product thereof by the Fair Market Value of a share
of Common Stock on the applicable dividend payment date.


 


5.     Tax Withholding: The Restricted Stock Units will be distributed to you in shares of
Common Stock, within 10 days after the applicable Vesting Dates, less
withholding of such number of shares of Common Stock as have a Fair Market
Value equal to the amount of required tax withholding upon such conversion.


 


6.     Change of Capitalization:  If , prior to the time the restrictions imposed by Section 2
of this Award Agreement on the Restricted Stock Units awarded hereunder lapse, the
Company shall be reorganized or consolidated or merged with another
corporation, the appropriate amount of any stock, securities or other property
exchangeable for shares of Common Stock pursuant to such reorganization,
consolidation or merger shall be appropriately substituted for the shares of
Common Stock subject to the Restricted Stock Units issued and/or credited
hereunder.


 


7.     Continuation of Employment: This Award Agreement shall not confer
upon you any right to continuation of employment by the Company, its
affiliates, and/or its Subsidiaries, nor shall this Award Agreement interfere
in any way with the Company’s, its affiliates’, and/or its Subsidiaries’ right
to terminate your employment at any time.


 


8.     No Right to
Future Grants; No Right of Employment; Extraordinary Item: In accepting the grant, you acknowledge
that:  (a) the Plan is established
voluntarily by the Company, it is discretionary in nature and it may be
modified, suspended or terminated by the Company at any time, as provided in
the Plan and this Award Agreement; (b) the grant of the Restricted Stock
Units is voluntary and occasional and does not create any contractual or other
right to receive future grants of Restricted Stock Units, or benefits in lieu
of Restricted Stock Units, even if Restricted Stock Units have been granted
repeatedly in the past; (c) all decisions with respect to future grants,
if any, will be at the sole discretion of the Company; (d) your
participation in the Plan is voluntary; (e) the Restricted Stock Units and
any Common Stock subject to the Restricted Stock Units are not part of normal
or expected compensation or salary for any purposes, including, but not limited
to, calculating any severance, resignation, termination, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments; (f) in the event that you are an employee of an
affiliate or Subsidiary of the Company, the grant will not be interpreted to
form an employment contract or relationship with the Company; and furthermore,
the grant will not be interpreted to form an employment contract with the
affiliate or Subsidiary that is your employer; (g) the future value of the
underlying shares of Common Stock is unknown and cannot be predicted with
certainty; and (h) no claim or entitlement to compensation or damages
arises from forfeiture or termination of the Restricted Stock Units or
diminution in value of the Restricted Stock Units or the shares of Common Stock
and you irrevocably release the Company, its affiliates and/or its Subsidiaries
from any such claim that may arise.


 


9.     Requirements of Law: The granting and settlement of
Restricted Stock Units under the Plan shall be subject to, and conditioned upon
satisfaction of, all applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national securities exchanges as may
be required.


 

















 


10.   Administration: This Award Agreement and your rights
hereunder are subject to all the terms and conditions of the Plan, as the same
may be amended from time to time, as well as to such rules and regulations
as the Board or the Committee may adopt for administration of the Plan.


 


 


Corn Products International, Inc.


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
				



 


By your signature
below, you represent that you are familiar with the terms and provisions of the
Corn Products International, Inc. Stock Incentive Plan, and hereby accept
this Award Agreement subject to all of the terms and provisions thereof.  You further agree to notify
the Company upon any change in residence.


 


 


	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
  Date