Exhibit 10.21


 


March 31,
2009


 


Corn Products
International, Inc.


5 Westbrook Corporate
Center


Westchester, IL 60154


 


 


PERSONAL AND CONFIDENTIAL


 


Ilene S. Gordon


1200 Sunset Road


Winnetka, Illinois


 


Dear Ms. Gordon:


 


On behalf of Corn
Products International, Inc. (the “Company”), I am pleased to inform you
that the Company’s Board of Directors has authorized me to offer you the
position of Chairman, President and Chief Executive Officer of the Company, on
the terms provided below.  We are excited
about your joining the Company and look forward to working with you to continue
the Company’s record of success.


 


1.  Title, Reporting Responsibility.  As Chairman, President and Chief Executive
Officer of the Company, you will serve as Chairman of the Board, will report
only to the Board and will be responsible for the supervision and control of
all the business and affairs of the Company, subject to direction from the
Board.


 


2.  Term of Employment.  Your employment will commence on or about May 4,
2009.  As with all of the Company’s
senior executives, your employment is not for any specific duration and may be
terminated at will by either you or the Company.


 


3.  Annual Cash Compensation.  Base salary of $850,000, reviewed annually
for any increase beginning January 2010 consistent with the Company’s
practice for other senior executives. 
You will also have the opportunity to earn an annual incentive with a
target of 115% of base salary and a maximum of 230% of base salary.  Your annual incentive for 2009 will be prorated
based on your commencement date and will be based on the achievement of
performance goals previously established by the Company’s Compensation
Committee.


 


4.  Long-Term Incentives.  For 2009 you will be granted on your first
day of employment performance shares with a target value of $1,000,000 and
stock options with a value of $1,000,000 under the Company’s Stock Incentive
Plan.  Award size in future years will be
based on performance and market data.  It
is currently anticipated that 50% of the total value of future long-term
incentive awards will be delivered as performance shares and 50% will be
delivered as stock options.


 


Phone (708) 551-2600


 

















 


The number of target
performance shares for 2009 will be based on 85% of the value of the Company’s
stock on the date of grant, consistent with the Company’s existing
practice.  Performance shares will be
paid in shares of the Company’s stock based on the achievement of performance
goals previously established by the Company’s Compensation Committee (50% of
the award based on return on capital and 50% based on relative total
shareholder return) over a three-year performance period (January 1, 2009 —
December 31, 2011 for 2009 performance shares), with a maximum payout of
200% of target.


 


The number of stock
option shares for 2009 will be based on a Black-Scholes value of 35.7% of the
value of the Company’s stock on the date of grant, consistent with the Company’s
existing practice.  Such stock options
will vest 33-1/3% on each of the first three anniversaries of the date of
grant.


 


In the event of your
death or disability while employed by the Company or upon your involuntary
termination by the Company without cause, you will vest in the pro rata portion
(based on the number of days employed during the performance period) of your
2009 performance share award that is earned based on the attainment of the
performance goals thereunder as determined upon completion of the performance
period.


 


For all performance
awards granted during your employment that provide for other than ratable
annual vesting, you will be vested in a pro rata portion of each such award
(based on the number of days employed during the vesting period) on the date of
your retirement at any time on or after attaining age 62 and five years of service
with the Company, which such vested portion will be subject to attainment of
any performance goals that may be provided under any such awards.


 


5.  Benefits and Perquisites.  You will be eligible to participate in all
employee benefits provided to senior executives of the Company, including the
following:


 


	
  · Qualified defined contribution plan

  	
  · Able
  to contribute up to 25% of eligible compensation on either a before-tax or
  after-tax basis

  · Company
  matches dollar for dollar on first 6% of employee contributions

  · Company
  contributions vest 100% after 3 years

  
	
  · Qualified cash balance plan

  	
  · Company-provided
  pay: 3%–10% of eligible compensation, based on years of service

  · Interest
  credit equal to short-term U.S. Treasuries

  ·
  Vests 100% after 3 years

  
	
  · Nonqualified defined contribution plan

  	
  · Restores
  benefits (both employee deferral and employer match) otherwise limited by
  Internal Revenue Code

  
	
  · Nonqualified cash balance plan

  	
  · Restores
  benefits otherwise limited by Internal Revenue Code

  
	
  · Nonqualified deferred compensation

  	
  · Allows
  deferral of up to 20% of salary,100% of annual bonus, and 100% of performance
  share awards 

  



 

















 


	
  · Financial counseling and tax
  preparation

  	
  · $5,000
  annually

  
	
  · Company car

  	
  · Lease
  of automobile (CEO level)

  
	
  · Other

  	
  · Annual
  physical exam 

  · Professional
  fees incurred to negotiate and prepare this agreement

  
	
  · Vacation

  	
  · In
  your case, 5 weeks per year

  



 


6.  Sign-On Compensation.  You will be granted on your first day of
employment restricted stock units for shares of the Company’s stock under the
Stock Incentive Plan with a date of grant face value of $3,199,000.  The restricted stock units for shares of the
Company’s stock with a date of grant face value of $2,649,000 will vest 50% on
each of the first two anniversaries of the date of grant and the restricted
stock units for shares of the Company’s stock with a date of grant face value
of the remaining $550,000 value will vest 1/7th on each of the first seven
anniversaries of the date of grant.  The
restricted stock units will vest in full in the event of your death or
disability while employed by the Company, upon your involuntary termination by
the Company without cause or upon the occurrence of a change of control (as
defined in the Company’s standard change of control severance agreement).  You will be entitled to dividend equivalents
on the restricted stock units.  The
restricted stock units will be distributed to you in shares of the Company’s
stock, together with all accrued dividend equivalents thereon (which will be
converted into additional restricted stock units based on the value of the
Company’s stock on the dividend payment date), within 10 days after vesting,
less withholding of such number of shares as have a fair market value equal to
the amount of required tax withholding on such distribution; provided, on the
date you commence employment, you may elect to defer distribution of your
vested restricted stock units (but not future dividend equivalent payments with
respect to deferred vested restricted stock units) until the first to occur of
a fixed date that you elect, the date you separate from service with the
Company (and all affiliates) or the date of the occurrence of a change of
control of the Company (all in accordance with Section 409A of the
Internal Revenue Code), and any such deferral will entitle you to receive
future dividend equivalent payments, as separate payments, on such deferred
restricted stock units within 10 days after the date such dividends are paid to
the Company’s stockholders.  Your vested
restricted stock units will be counted towards satisfaction of the Company’s
stock ownership requirement.


 


7.  Severance.  In the event of your involuntary termination
by the Company without cause you will be paid severance within 10 days
following your termination in the amount of the sum of your annual base salary
as in effect on your date of termination plus your target annual incentive for
the year in which your termination occurs. 
You will also be paid a pro rata portion of your annual incentive for
the year in which your termination occurs based on actual performance, which
will be paid when the annual incentive for such year is paid to other Company
officers.


 


On the date you commence
employment, the Company and you will enter into its standard change of control
severance agreement (in the form previously provided to you)


 

















 


and generally providing
(among other things) that (i) if, within the two-year period following a
change of control of the Company your employment is terminated by you for good
reason or is involuntarily terminated by the Company without cause, you will be
paid severance in the amount of three times the sum of your annual base salary
as in effect on your date of termination plus your target annual incentive for
the year in which your termination occurs; and (ii) upon the change of
control of the Company, your stock options and restricted stock units will
become fully vested and all performance shares will be paid at target (without
prorating).


 


For all purposes under
this letter agreement, “cause” for your involuntary termination will have the
meaning for such term as defined under the change of control severance
agreement.


 


8.  Confidentiality and Nonsolicitation.  You will be required to enter into a
confidentiality and nonsolicitation agreement in the form required by the
Company for its senior executives, generally on such terms as are provided
under the Company’s standard change in control severance agreement.


 


9.  Noncompetition.  For a period of one-year
following your termination of employment with the Company, you agree that you
will not be employed by or otherwise perform services for any of the following
competitors of Corn Products International: ADM, Cargill, Bunge, Tate &
Lyle, Roquette or National Starch, and their affiliates and successors.


 


10.  Miscellaneous.


 


The
Company will at all times indemnify you for your acts and omissions during your
employment and service as a member of the Board of Directors and will insure
you (including post-employment and post-Board service tail coverage) under a
contract of directors and officers liability insurance, in each case to the
same extent as the Company indemnifies or insures other members of the Board.


 


Amounts
payable to you under this letter agreement will be construed, interpreted and
governed in accordance with the laws of the State of Illinois without reference
to rules relating to conflicts of law.


 


This
agreement may be amended only in a writing signed by the Company and you.


 


This
letter agreement is intended to comply with Section 409A of the Internal
Revenue Code and the regulations thereunder and all of its provisions will be
construed accordingly.  If any provision
of this letter agreement (or of any award of compensation or benefits) would
cause you to incur any additional tax or interest under Section 409A, the
Company will, upon your specific request, use its reasonable business efforts
in good faith to reform such provision to comply with Section 409A.  Anything herein to the contrary
notwithstanding, if you are deemed on the date of your “separation from service”
to be a “specified employee” within the meaning of those terms under Section


 

















 


409A(a)(2)(B),
then any deferred compensation under Section 409A payable at the time of
and on account of your separation from service will be deferred and
paid in a lump sum 6 months after such separation from service (or your
earlier death) to the extent required under Section 409A.


 


This
letter agreement may be signed in counterparts each of which shall be an
original and together shall constitute one and the same instrument.


 


This offer will remain
valid until April 6, 2009.  Your
acceptance, as evidenced by your signature below, will constitute a letter of
agreement between the Company and you.


 


We are pleased and excited
by your willingness to provide leadership to the Company, and look forward to
working with you to accomplish the Company’s goals.


 


Sincerely,


 


 


	
  /s/ William S. Norman

  	
   

  
	
  William S. Norman

  
	
  Chairman of the
  Corporate Governance and Nominating Committee

  
	
  And Lead Director

  



 


 


I accept the position of
Chairman, President and Chief Executive Officer of Corn Products International, Inc.
as specified in this letter of agreement.


 


 


	
  /s/ Ilene S. Gordon

  	
   

  
	
  Ilene S. Gordon

  	
   

  
	
   

  	
   

  
	
  April 2, 2009

  	
   

  
	
  Date