Exhibit 10.22


 


CONSULTING
AGREEMENT


 


This Consulting Agreement (this “Agreement”) is
entered into as of April 27, 2009 between Corn Products International, Inc.,
a Delaware corporation (the “Company”), and Samuel C. Scott III (the “Consultant”).


 


WHEREAS, the Consultant announced in January 2008
his intention to retire.


 


WHEREAS, the Consultant has served as
President of the Company since 1997 and as Chairman and Chief Executive Officer
since February 2001.


 


WHEREAS, the Company desires to continue to
receive the benefit of the Consultant’s valuable knowledge and experience with
the Company by retaining the Consultant to serve as a consultant to the
Company.


 


WHEREAS, the Consultant desires to accept
such position, upon the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
mutual promises and agreements contained herein, the adequacy and sufficiency
of which are hereby acknowledged, the Company and the Consultant hereby agree
as follows:


 


1.             Termination of Employment.  Effective as of May 1, 2009, the
Consultant will resign from his employment with the Company, from his position
as a member of the Board of Directors of the Company and, except as otherwise
provided in this Agreement, from all other positions the Consultant holds as an
officer or member of the board of directors of any of the Company’s
subsidiaries or affiliates.


 


2.             Term of Agreement.  The Company hereby agrees to retain the
Consultant as a consultant, and the Consultant hereby agrees to be retained by
the Company, upon the terms and subject to the conditions hereof for the period
commencing on May 1, 2009 (the “Effective Date”) and ending on December 31,
2009, unless earlier terminated pursuant to Section 7 hereof (the “Consulting
Period”).


 


3.             Consulting Services.  During the Consulting Period, the Consultant
shall make himself available to serve in an advisory role with respect to the
businesses conducted by the Company as requested by the Board of Directors or President
and Chief Executive Officer of the Company. 
In no event shall the Consultant be required to provide services during
the Consulting Period for a number of hours greater than 20%of the average
number of hours the Consultant worked for the Company for an equivalent period
of time during the 36-month period preceding the Effective Date.


 


4.             Independent Contractor Status.  The Company and the Consultant acknowledge
and agree that the Company shall not exercise general supervision or control
over


 


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the time, place or manner in which the Consultant provides services
hereunder, and that in performing services pursuant to this Agreement the
Consultant shall be acting and shall act at all times as an independent
contractor only and not as an employee, agent, partner or joint venturer of or
with the Company or any entity for which the Company provides services.  The Consultant acknowledges that he is solely
responsible for the payment of all Federal, state, local and foreign taxes that
are required by applicable laws or regulations to be paid with respect to the
amounts payable to the Consultant hereunder.


 


5.             Compensation.  As compensation for the consulting services
to be performed by the Consultant hereunder, the Company shall pay the Consultant
a consulting fee , payable in equal amounts of $83,333.33 on the last payroll
date (determined by the Company’s normal payroll practices) of each calendar month
during the term of this Agreement.


 


6.             Expenses.  The Company shall reimburse the Consultant for
any reasonable business expenses incurred by the Consultant in connection with
the performance of services described in Section 3.  The Company will provide an off-site office
and administrative support for the period coinciding with the consulting agreement.


 


7.             Termination.  This Agreement may be terminated at any time
by either party on 30 days prior written notice to the other party.  In the event of such termination by the
Company without “cause”, the Company shall pay to the Consultant in a lump sum
payment any unpaid consulting fee payable to the Consultant for the balance of
Consulting Period.  Termination of the
Consultant by the Company for “cause” shall mean termination by reason of (A) the
Consultant’s willful engagement in conduct which involves dishonesty or moral
turpitude which either (1) results in substantial personal enrichment of
the Consultant 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 Consultant’s willful
violation of the provisions of Section 8 or 9 of this Agreement or (C) the
commission by the Consultant 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 Consultant shall not be deemed to have been
terminated for cause unless and until there shall have been delivered to the
Consultant 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 Consultant and an opportunity for the Consultant ,
together with his counsel, to be heard before the Committee, finding that, in
the good faith opinion of such Committee, the Consultant was guilty of conduct
set forth above in clause (A) or (B) of the first sentence of this Section 7 and
specifying the particulars in detail. The payments due to the Consultant
pursuant to this Section 7 shall be paid, if the Consultant is not a “specified
employee” (as that term is defined and determined under Section 409A of
the Internal Revenue Code (“Section 409A”)) or if the Consultant is a
specified employee, then only with respect to payments provided in this Section 7
that are not deferred compensation subject to Section 409A, as soon as
administratively practicable, but in no event later than March 15 of the
calendar year after the calendar year of the Consultant’s date of separation
from service (as defined under Section 409A); and if the Consultant is a
specified employee, for payments that are deferred compensation subject to Section 409A
on the date six (6) months following the Consultant’s date of separation
from service (the “Deferred Payment Date”) or as soon as administratively
practicable thereafter, but


 


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in no event later than the end of the calendar year in which the
Deferred Payment Date occurs, or, if later, the 15th day of the
third calendar month following the Deferred Payment Date.


 


8.             Confidentiality.  The Consultant shall not, at any time during
or after the Consulting Period, make use of or disclose, directly or
indirectly, any (i) trade secret or other confidential or secret
information of the Company or of any of its subsidiaries or (ii) other
technical, business, proprietary or financial information of the Company or of
any of its subsidiaries not available to the public generally or to the
competitors of the Company or to the competitors of any of its subsidiaries (“Confidential
Information”), except to the extent that such Confidential Information (a) becomes
a matter of public record or is published in a newspaper, magazine or
periodical or in any other media available to the general public, other than as
a result of any act or omission of the Consultant, (b) is required to be
disclosed by any law, regulation or order of any court or regulatory commission,
department or agency, provided that the Consultant gives prompt notice of such
requirement to the Company to enable the Company to seek an appropriate
protective order, or (c) is necessary to perform properly the Consultant’s
duties under this Agreement.  Promptly
following the termination of the Consulting Period, the Consultant shall
surrender to the Company all records, memoranda, notes, plans, reports, other
documents and data, whether in tangible or electronic form, which constitute
Confidential Information which he may then possess or have under his control
(together with all copies thereof).


 


9.             Noncompetition; Nonsolicitation.


 


(a)           The
Consultant agrees that during the Consulting Period and for a period of one
year thereafter he shall not in any manner, directly or indirectly, through any
person, firm or corporation, alone or as a member of a partnership or as an
officer, director, stockholder, investor or employee of or consultant to any
other corporation or enterprise or otherwise, engage or be engaged, or assist
any other person, firm, corporation or enterprise in engaging or being engaged,
in any business, in which the Consultant was involved or had knowledge, being
conducted by, or contemplated by, the Company or any of its subsidiaries during
the Consulting Period in any geographic area in which the Company or any of its
subsidiaries is then conducting such business.


 


(b)           The
Consultant further agrees that during the Consulting Period and for a period of
one year  thereafter he shall not (i) in
any manner, directly or indirectly, induce or attempt to induce any employee of
the Company or any of its subsidiaries to terminate or abandon his or her
employment for any purpose whatsoever or (ii) in connection with any
business to which Section 9(a) applies, call on, service, solicit or
otherwise do business with any customer of the Company or any of its
subsidiaries.


 


(c)           Nothing
in this Section 9 shall prohibit the Consultant from being (i) a
stockholder in a mutual fund or a diversified investment company or (ii) a
passive owner of not more than two percent (2%) of the outstanding stock of any
class of a corporation, any securities of which are publicly traded, so long as
the Consultant has no active participation in the business of such corporation.


 


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10.          Arbitration.  Except as otherwise set forth in Section 11
hereof, any dispute or controversy between the Company and the Consultant,
whether arising out of or relating to this Agreement, the breach of this
Agreement, or otherwise, shall be settled by arbitration in Chicago, Illinois,
administered by the American Arbitration Association, with any such dispute or
controversy arising under this Agreement being so administered in accordance
with its Commercial Rules then in effect, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction
thereof.


 


11.          Enforcement.  The parties hereto agree that the Company and
its subsidiaries would be damaged irreparably in the event that any provision
of Sections 8 and 9 of this Agreement were not performed in accordance with its
terms or were otherwise breached and that money damages would be an inadequate
remedy for any such nonperformance or breach. 
Accordingly, the Company and its successors and permitted assigns shall
be entitled, in addition to other rights and remedies existing in their favor,
to an injunction or injunctions to prevent any breach or threatened breach of
any of such provisions and to enforce such provisions specifically (without
posting a bond or other security).  The
Consultant agrees that he will submit himself to the personal jurisdiction of
the courts of the State of Illinois in any action by the Company to enforce an
arbitration award against him or to obtain interim injunctive or other relief
pending an arbitration decision.


 


12.          Representations.  The Consultant represents and warrants to the
Company that the execution, delivery and performance of this Agreement by the
Consultant does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which the Consultant is a party or by which he is bound.


 


13.          Survival.  Sections 8 and 9 of this Agreement shall
survive and continue in full force and effect in accordance with their
respective terms, notwithstanding any termination of the Consulting Period.


 


14.          Notices.  All notices, requests or other communications
provided for in this Agreement shall be made, if to the Company, to Corn
Products International, Inc., 5 Westbrook Corporate Center, Westchester,
Illinois 60654, Attention: General Counsel 
, facsimile (708) 551-2801, and if to the Consultant, to the Consultant’s
address set forth in the Company’s records. 
All notices and other communications required or permitted hereunder
shall be in writing and shall be deemed given when (i) delivered
personally or by overnight courier, or (ii) sent by facsimile, with the
confirmatory copy delivered by overnight courier to the address of such party
pursuant to this Section.


 


15.          Severability.  Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability shall not
affect the validity, legality or enforceability of any other provision of this
Agreement or the validity, legality or enforceability of such provision in any
other jurisdiction, but this Agreement shall be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


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16.          Entire Agreement.  This Agreement constitutes the entire
agreement and understanding between the parties with respect to the subject
matter hereof and supersedes and preempts any prior understandings, agreements
or representations by or between the parties, written or oral, which may have
related in any manner to the subject matter hereof.


 


17.          Successors and Assigns.  This Agreement shall be enforceable by the
Consultant and his heirs, executors, administrators and legal representatives,
and by the Company and its successors and assigns.


 


18.          Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Illinois without regard to principles of conflict of laws.


 


19.          Amendment and Waiver.  The provisions of this Agreement may be
amended or waived only by the written agreement of the Company and the
Consultant, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.


 


20.          Counterparts.  This Agreement may be executed in two
counterparts, each of which shall be deemed to be an original and both of which
together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


 


	
   

  	
  CORN
  PRODUCTS INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  S. Norman

  
	
   

  	
   

  	
  William
  S. Norman

  
	
   

  	
   

  	
  Lead
  Director and Chairman, Corporate Governance

  and Nominating Committee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted:

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Samuel
  C. Scott III

  
	
   

  	
   

  	
  Samuel C. Scott III

  



 


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