exv10w1






Exhibit 10.1



Stock Incentive Plan

20__ Performance Plan Award

Agreement



Corn Products International, Inc.



                    , 20__





 









 








Contents




	 	 	 	 	 
	Article 1. Performance Period
	 	 	1	 
	 
	 	 	 	 
	Article 2. Value of Performance Shares
	 	 	1	 
	 
	 	 	 	 
	Article 3. Performance Shares and Achievement of Performance Measures
	 	 	1	 
	 
	 	 	 	 
	Article 4. Termination Provisions
	 	 	4	 
	 
	 	 	 	 
	Article 5. Dividends
	 	 	4	 
	 
	 	 	 	 
	Article 6. Form and Timing of Payment of Performance Shares
	 	 	4	 
	 
	 	 	 	 
	Article 7. Nontransferability
	 	 	5	 
	 
	 	 	 	 
	Article 8. Administration
	 	 	5	 
	 
	 	 	 	 
	Article 9. Miscellaneous
	 	 	6	 







 









 








Corn Products International, Inc.

Stock Incentive Plan

20___Performance Plan Award Agreement



You have been selected to be a participant in the Corn Products International, Inc.
Stock Incentive Plan (the “Plan”), as specified below:




	 	 	 
	Participant:
	 	 
	 
	 	 
	Target Performance Share Award:
	 	 
	 
	 	 
	Performance Period:

	 	                    , 20___ to                     , 20___
	 
	 	 
	Performance Measures:

	 	Relative Total Shareholder Return (“TSR”) — 50% 

Return on Capital Employed (“ROCE”) — 50%





THIS AGREEMENT (the “Agreement”) effective as of                     , 20___, represents the grant of
Performance Shares by Corn Products International, Inc., a Delaware corporation (the “Company”), to
the Participant named above, pursuant to the provisions of the Plan.




The Plan provides a complete description of the terms and conditions governing the Performance
Shares. If there is any inconsistency between the terms of this Agreement and the terms of the
Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this
Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless
specifically set forth otherwise herein. The parties hereto agree as follows:



Article 1. Performance Period




The Performance Period commences on                     , 20___and ends on                     , 20_.



Article 2. Value of Performance Shares




Each Performance Share shall represent and have a value equal to one share of common stock of the
Company as detailed herein.



Article 3. Performance Shares and Achievement of Performance Measures





	 	(a)	 	The number of Performance Shares to be earned under this Agreement shall be based
upon the achievement of preestablished TSR percentile ranking performance and ROCE goals
as approved by the Compensation Committee of the Company’s Board of Directors (the
“Committee”) for the Performance Period, based on the following charts:




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Total Shareholder Return




	 	 	 
	 	 	Percent of Target
	TSR Percentile	 	Performance Share
	Ranking Goal	 	Award Earned
	 
	  
3__th
	 	200% (maximum)
	__th
	 	150%
	__th
	 	100% (target)
	__th
	 	  75%
	__th
	 	  50% (threshold)
	   <__th
	 	    0%







	 	 	 	Interpolation shall be used to determine the percentile rank in the event the Company’s
TSR Percentile Rank does not fall directly on one of the ranks listed in the above
chart.
	 
	 	(b)	 	For this purpose, TSR shall be determined as follows:





	 	 	 	 	 	 	 
	TSR

	 	=
	 	Change in Stock Price + Dividends Paid
 

Beginning Stock Price
	 	 







	 	(i)	 	Beginning Stock Price shall mean the average of the Daily
Averages for each of the twenty (20) trading days immediately prior to the
first day of the Performance Period;
	 
	 	(ii)	 	Ending Stock Price shall mean the average of Daily Averages for
each of the last twenty (20) trading days of the Performance Period;
	 
	 	(iii)	 	Change in Stock Price shall mean the difference between the
Beginning Stock Price and the Ending Stock Price; and
	 
	 	(iv)	 	Dividends Paid shall mean the total of all dividends paid on
one (1) share of stock during the applicable calendar quarter(s) during the
Performance Period, provided that dividends shall be treated as though they
are reinvested at the end of each calendar quarter based on the stock price
at the end of each calendar quarter.
	 
	 	(v)	 	Daily Average shall mean the average of the high and low stock
price on the applicable stock exchange of one share of stock for a
particular trading day.






	 	(c)	 	Following the TSR determination, the Company’s Percentile Rank against the “Peer
Group” shall be determined. Once the Company’s Percentile Rank is determined, 50% of




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	 	 	 	the
Performance Shares target to be awarded shall then be determined based on the chart in
Section 3(a).
	 
	 	(d)	 	“Peer Group” shall mean the companies listed below, categorized by industry. If two
companies in the Peer Group merge, or one is acquired, the new company will be included in
the Peer Group. If a company merges with a company not in the Peer Group or if a company
declares bankruptcy, the company will be removed and its TSR will not be included as part
of the Peer Group.





	 	 	 
	Agricultural Processing

	 	Paper/Timber
	Archer Daniels Midland Company

	 	AbitibiBowater Inc.
	Bunge Limited

	 	Aracruz Celulose S.A.-ADR
	Gruma, S.A. de C.V.

	 	Buckeye Technologies Corporation
	MGP Ingredients, Inc.

	 	Caraustar Industries Inc.
	Penford Corp.

	 	Chesapeake Corporation
	Tate & Lyle — ADR

	 	Deltic Timber Corp.
	 
	 	MeadWestvaco Corporation
	Agricultural Production/Farm Production

	 	Potlatch Corporation
	Alico Inc.

	 	Smurfit-Stone Container Corporation
	Alliance One International

	 	Wausau Paper Corporation
	Charles River Labs International Inc.

	 	
	Universal Corporation
	 	 
	 
	 	 
	Agricultural Chemicals
	 	 
	Agrium Inc.
	 	 
	Monsanto Company
	 	 
	Potash Corporation of Saskatchewan Inc.
	 	 
	Syngenta AG-ADR
	 	 
	Terra Industries Inc.
	 	 
	Terra Nitrogen Co.-LP
	 	 






Return on Capital Employed




The second measure is based on the Company’s ROCE at the end of the performance period. The
calculation will be based on the opening balance sheet in the third year, measured against the net
operating profit after tax in the third year. Once the ROCE results are determined, 50% of the
Performance Shares target to be awarded shall then be determined based on the following table.



	 	 	 
	 	 	Percent of Target Performance
	ROCE	 	Share Award Earned
	 
	 3 %
	 	200%
	%
	 	150%
	%
	 	100%
	%
	 	  75%
	%
	 	  50%
	 
< %
	 	 0






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Once the number of Performance Shares to be awarded based on the Company’s performance measures
results are known, then the Committee may decrease or eliminate entirely the number of Performance
Shares to be awarded based on whether the Participant’s individual performance during the
Performance Period was acceptable (an average rating of “meets expectation” or above).



Article 4. Termination Provisions




Except as provided below, the Participant shall be eligible for payment of awarded Performance
Shares, as determined in Section 3, only if the Participant’s employment with the Company continues
through the end of the Performance Period.



If the Participant’s employment with the Company terminates prior to the end of the Performance
Period by reason of death, retirement on or after age 55 (with a minimum of 10 years of employment
or service with the Company) or the occurrence of such Participant’s Disability Date, a pro-rated
payment will be provided as long as the event occurred in years two or three of the period, subject
to the Committee’s approval. Upon termination of employment under any other circumstances, the
Committee, in its sole discretion and taking into consideration the performance of the Participant
and the performance of the Company during the Performance Period, may authorize the payment to the
Participant (or his legal representative) at the end of the Performance Period of all or any
portion of the Performance Share Award which would have been paid to the Participant for such
Performance Period.



If the Participant’s employment with the Company terminates for any other reason prior to the end
of the Performance Period, then the award which is subject to such Performance Period on the
effective date of the Participant’s termination of employment shall be forfeited to and cancelled
by the Company.



Article 5. Dividends




The Participant shall have no right to any dividends which may be paid with respect to shares of
Company common stock until any such shares are paid to the Participant following the completion of
the Performance Period.



Article 6. Form and Timing of Payment of Performance Shares





	 	(a)	 	The payment of the Performance Share Awards shall be paid to the Participant
no later than two and one-half months after the end of the Performance Period.
Payment of the Performance Shares awarded shall be made subject to the following:






	 	(i)	 	The Participant shall have no right with respect to
any Award until such award shall be paid to such Participant.




- 4 - 









 






	 	(ii)	 	If the Committee determines, in its sole discretion,
that the Participant at any time has willfully engaged in any
activity that the Committee determines was or is harmful to the
Company, any unpaid Award will be forfeited by the Participant.






	 	(b)	 	Performance Shares awarded, if any, will only be paid out in shares of Company
stock.
	 
	 	(c)	 	The Participant may defer receipt of all or any portion of the Performance
Shares awarded hereunder, upon such terms and conditions stated in the deferral
election form by filing such written election with the Vice President of Human
Resources no later than six months prior to the termination of the Performance
Period, provided such election is made in a manner which complies with the
requirements of Code Section 409A. Deferrals may only be made into the Corn
Products International, Inc. phantom unit investment option under the Corn Products
International, Inc. Supplemental Executive Retirement Plan or a successor to that
investment option.





Article 7. Nontransferability




Performance Shares may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution. Further, except as
otherwise provided in a Participant’s Award Agreement, the Participant’s rights under the Plan
shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s
legal representative.



Article 8. Administration




This Agreement and the rights of the Participant 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 Committee may adopt for administration of the Plan. It is expressly understood
that the Committee is authorized to administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan and this Agreement, all of which shall be binding
upon the Participant. Any inconsistency between the Agreement and the Plan shall be resolved in
favor of the Plan.



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Article 9. Miscellaneous





	 	(a)	 	The selection of any employee for participation in the Plan and
this Agreement shall not give such Participant any right to be retained in
the employ of the Company. The right and power of the Company to dismiss or
discharge the Participant is specifically reserved. The Participant or any
person claiming under or through the Participant shall not have any right
or interest in the Plan or any Award thereunder, unless and until all
terms, conditions, and provisions of the Plan that affect the Participant
have been complied with as specified herein.
	 
	 	(b)	 	With the approval of the Board, the Committee may terminate,
amend, or modify this Agreement; provided, however, that no such
termination, amendment, or modification of this Agreement may in any way
adversely affect the Participant’s rights under this Agreement without the
Participant’s written consent.
	 
	 	(c)	 	This Agreement shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.
	 
	 	(d)	 	Notwithstanding any other provision of this Agreement or the
Plan to the contrary, the Board of Directors may amend the Plan or this
Agreement, to take effect retroactively or otherwise, as deemed necessary
or advisable for the purpose of conforming the Plan or Agreement to any
present or future law relating to plans of this or similar nature
(including, but not limited to, Code Section 409A), and to the
administrative regulations and rulings promulgated thereunder.
	 
	 	(e)	 	To the extent not preempted by federal law, this Agreement
shall be governed by, and construed in accordance with, the laws of the
State of Delaware.
	 
	 	(e)	 	The Company shall have the power and right to deduct or
withhold, or require the Participant to remit to Company, the minimum
statutory amount to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising under this Agreement.
	 
	 	(f)	 	With respect to withholdings required upon payment of Company
stock in satisfaction of all of the Performance Shares awarded, the Company
will withhold Company stock having an aggregate Fair Market Value on the
date the tax is to be determined equal to the minimum statutory total tax
that could be imposed on the transaction.




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	 	(g)	 	In the event of a Change in Control, the Performance Period will be
deemed to have ended, and the Performance Shares will be considered
earned and the Target Performance Share Award amount will be paid out in
accordance with the Plan. Such deemed earned Performance Shares shall be
paid out as soon as practicable.





     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective as of                     , 20_.



	 	 	 	 	 	 	 
	 	 	Corn Products International, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






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