Exhibit 10.24


 


CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE


 


This Confidential Separation Agreement and General Release (the “Agreement”)
is entered into by and between James Hirchak  (“Employee”)
and Corn Products International, Inc. (hereinafter sometimes referred to
as “CP”) for good, valuable and received mutual consideration.


 


1.                                       Employee hereby voluntarily retires from
his position of Vice President — Human Resources, and resigns from any and all
other positions that he currently holds with CP or any affiliate or subsidiary
of CP, effective at the close of business on March 31, 2010 (the “Separation
Date”).  Employee agrees that he will
execute all documents necessary to effect such retirement or
resignation(s).  Employee shall continue
in CP’s employ through the Separation Date, at which time his employment by CP
will cease.


 


2.                                       Provided that
Employee signs and returns this Agreement to CP within 21 days after receiving
it, does not revoke this Agreement pursuant to its terms, and complies with its
terms, he will receive the sums and benefits set forth below.  Employee acknowledges that Employee would not
be entitled to or receive these sums and benefits but for Employee’s
undertakings in this Agreement.  Except as
otherwise set forth in this Agreement, Employee
acknowledges and agrees that Employee has been paid and/or has received all
salary, compensation, leave (paid or unpaid), severance pay, bonuses,
reimbursements, benefits, and other monies to which Employee may have been
entitled and that, except as otherwise set forth in this Agreement, no other
compensation, salary, leave (paid or unpaid), severance pay, bonuses,
reimbursements, benefits, and/or other monies are due Employee:


 


(a)                                  CP will pay Employee a
special separation payment in the gross amount less customary withholding and
deductions, which is equal to two years’ base compensation plus all accrued but
unused vacation through the Separation Date (the “Separation Payment”).  Except as otherwise required pursuant to Section 409A
of the Internal Revenue Code of 1986, as amended, (the “Code”) and subject to Section 18
of this Agreement, the Separation Payment shall be paid in a lump sum via CP’s
standard payroll system within 14 days after the Separation Date, provided that
Employee has not revoked the Agreement.  Any remaining amount shall be paid
on the date specified in Section 18 of this Agreement.


 


(b)                                 CP will give
Employee the opportunity to purchase the automobile that he currently leases at
wholesale terms as determined by CP.


 


(c)                                  CP shall take all action
necessary to cause the outstanding
unvested options held by Employee under the Corn Products International, Inc.
Stock Incentive Plan to be immediately exercisable in full effective as
of the Separation Date.


 


(d)                             Employee shall be eligible
to receive (i) an amount equal to two-thirds of the amount otherwise
payable to Employee pursuant to the terms of the Corn Products International, Inc.
2008 Performance Plan, plus (ii) an amount equal to one-third of the
amount otherwise payable to Employee pursuant to the terms of the Corn Products
International, Inc. 2009 Performance Plan, which payments shall be made on
the dates specified under the terms of such plans, subject to all applicable
taxes and deductions.


 

















 


(e)                                  Employee (and his
dependents, as applicable) shall be provided with coverage under the Corn
Products International, Inc. Medical and Dental Plans (or successor plans,
including without limitation any plans maintained by any successor to CP in the
event that CP is acquired) (the “Medical and Dental Plans”) at active employee
rates to be paid by Employee (with the remaining portion of the cost of such
coverage to be paid by CP) for the period beginning on April 1, 2010 and
ending on March 31, 2012.   Such
continued participation shall be deemed to satisfy any obligations of CP, its
successor and/or the Medical and Dental Plans under the Consolidated Omnibus
Budget Reconciliation Act of 1986, as amended (“COBRA”)).  In addition, Employee (and his dependents, as
applicable) shall be provided with coverage under the Medical and Dental Plans
at active employee rates to be paid by Employee (with the remaining portion of
the cost of such coverage to be paid by CP) for the period beginning on April 1,
2012 and ending on the earlier of (1) March 31, 2013, and (2) the
date on which the Employee becomes eligible for coverage under another group
health plan (the “Subsidized Coverage Termination Date”).  Employee may elect annually to have Employee’s
share of such premiums due prior to the Subsidized Coverage Termination Date
under the Medical and Dental Plans debited from the respective accounts of
Employee and Employee’s spouse under the RHCSA. 
Effective as of the Subsidized Coverage Termination Date, Employee shall
be eligible to use any remaining amounts credited to Employee and Employee’s
spouse under the terms of the Corn Products International, Inc. Master
Retiree Welfare Plan (the “RHCSA”) to pay the full cost of coverage under the
Medical and Dental Plans for Employee and any eligible dependent under the
terms of the RHCSA.


 


(f)                                    Employee shall continue to
be provided with Executive Life Insurance under the Corn Products International, Inc.
Executive Life Insurance Plan, as provided by and subject to its terms.


 


3.                                       Employee
acknowledges that the Separation Payment includes payment for any and all
accrued but unused vacation through the Separation Date (including Employee’s
2009 and 2010 accrued but unused vacation), and that Employee is not entitled
to and will not receive any other vacation pay from CP.


 


4.                                       Except as set
forth in this Agreement or as otherwise required by applicable law (including
without limitation COBRA), Employee’s participation in and rights under any CP
employee benefit plans and programs will be governed by the terms and
conditions of those plans and programs, which plans, programs, terms and
conditions may be amended, modified or terminated by CP for any or no reason at
any time.


 


5.                                       The term “Released Parties” includes (a) CP
and its past, present or future parents, divisions, subsidiaries, partnerships,
affiliates, joint ventures, and other related entities, and (b) each of
the foregoing entities’ and persons’ past, present, and future owners,
fiduciaries, shareholders, directors, officers, partners, agents, employees,
and attorneys, and (c) the predecessors, successors, and assigns of each
of the foregoing entities and persons.


 


6.                                       Employee, and
anyone claiming through Employee or on his behalf, hereby releases and forever
discharges the Released Parties with respect to any and all claims, whether
known or unknown, that Employee now has or has ever had against any of the
Released Parties arising from or related to any act, omission, or thing occurring
or existing at any time on


 


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or prior to the date on which Employee signs this
Agreement.  The claims released and
discharged hereunder include, but are not limited to:


 


(a)                                  all claims arising from or related in any
way to Employee’s employment, hiring, conditions of employment, retirement, or
termination from employment;


 


(b)                                 all claims that could have been asserted
by or on behalf of Employee in any federal, state, or local court, commission,
or agency, or under any common law theory, or under any employment, contract,
tort, federal, state, or local law, regulation, ordinance, constitutional
provision, or order; and


 


(c)                                  without limiting the generality of the
foregoing, all claims arising under any of the following laws (as in effect or
amended):  Title VII of the Civil Rights
Act of 1964; the Civil Rights Act of 1991; the Americans with Disabilities Act;
the Age Discrimination in Employment Act; the Older Workers’ Benefit Protection
Act (“OWBPA”); the Fair Labor Standards Act; the Consolidated Omnibus Budget
Reconciliation Act of 1986 (“COBRA”); the Employee Retirement Income Security
Act of 1974; 42 U.S.C. §§ 1981, 1983, 1985 & 1988; the Family and
Medical Leave Act; the Illinois Wage Payment and Collection Act, the Illinois
Human Rights Act; and the Cook County Human Rights Ordinance.


 


Nothing in this Agreement
shall affect (i) Employee’s rights under any applicable law that creates
rights that may not be waived or (ii) Employee’s vested retirement or
pension benefits, if any.


 


7.                                       Employee confirms that Employee has not
filed any legal proceeding(s) against any of the Released Parties, is the
sole owner of the claims released herein, has not transferred any such claims
to anyone else, and has the full right to grant the releases and agreements in
this Agreement.  In the event of any
further proceedings based upon any released matter, none of the Released
Parties shall have any further monetary or other obligation of any kind to
Employee, including but not limited to any obligation for any costs, expenses
and attorneys’ fees incurred by or on behalf of Employee.


 


8.                                       Employee has no present or future right
to employment with CP after the Separation Date, and he shall not apply for,
seek consideration for, or accept any employment (active or otherwise),
engagement, or contract with CP or any of the other Released Parties.


 


9.                                       Employee shall not disclose the existence
or terms of this Agreement to any third parties with the exception of Employee’s
accountants, attorneys, and spouse, each of whom shall be bound by this confidentiality
provision, or as may be required to comply with legal process.


 


10.                                 Employee shall not take any action,
verbal or otherwise, that would or could disparage or damage the reputation or
operations of CP or any of the other Released Parties.  Employee and CP will agree upon the text of
an employment reference and will identify the individuals at CP to be contacted
for the reference.


 


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11.                                 “Confidential
Information” includes the following information of CP and/or any of its
affiliates or subsidiaries (including but not limited to joint ventures and
joint marketing companies) and/or cooperative management partners (any or all
of whom are referred to for the purposes of this Section as “the Company”):


 


(a)                              Employee data and information,
compensation data, labor relations, employment, and recruitment strategies;


 


(b)                                 Strategic and tactical business,
financial, profit, marketing, development, analytical, sales and technical
service (both short and long term) information, plans, and programs, including
the process by which the Company develops such information, plans and programs;


 


(c)                                  Customer pricing agreements, business
contract details, identification of specific Company customers with whom
Employee came into contact or gained knowledge during the course of his
employment with the Company, and exclusive business and supply arrangements;


 


(d)                                 Customer development and application
plans and programs specific to product lines and global business operating spaces;


 


(e)                                  All information regarding process,
product and use application patents, pending patents, and patent applications,
as well as current research, development, and application work underway
regarding future patents;


 


(f)                                    Manufacturing cost data and product
profitability information;


 


(g)                                 Programs and details regarding corn
purchasing, handling and storage;


 


(h)                               Internal organizational structures and
reporting relationships;


 


(i)                                     Business licensing agreements and other
internal contractual relationships not generally known to the public;


 


(j)                                   The relationships of the Company and its
internal affiliates;


 


(k)                                  Current and developmental products, their
manufacturing processes, procedures, and use application technologies; and


 


(l)                                     Vendor (equipment and supplies) programs,
developmental arrangements, and pricing details.


 


12.                                 Employee acknowledges that, by reason of
his position with CP, he has become familiar with Confidential
Information.  Employee agrees not to use
for any purpose or disclose to anyone such Confidential Information.   Employee further recognizes that CP is
engaged in a highly competitive business, and that CP has a legitimate business
interest in


 


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preserving
any and all of its trade secrets and other highly confidential and/or
proprietary information that Employee has acquired or may have acquired while
employed by CP, and that CP will suffer irreparable harm should such
confidential information be utilized by a competitor or other person or
firm.  Employee further acknowledges that
all such confidential and/or proprietary information and trade secrets acquired
through Employee’s employment are owned and shall continue to be owned by
CP.  Confidential and/or proprietary
information does not include information that is or becomes generally known to the
public through no action on Employee’s part. 
Employee acknowledges that the restrictions contained in this paragraph
are reasonable and necessary in order to protect CP’s legitimate business interests,
and that any violation thereof could result in irreparable injuries to CP.  Employee therefore acknowledges that, in the
event of any violation of any of these restrictions, CP will be entitled to
obtain from any court of competent jurisdiction preliminary and permanent
injunctive relief as well as damages and an equitable accounting of all
earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies to which CP
may be entitled.


 


13.                                 Employee
shall not, for a period of eighteen (18) months after the Separation Date,
directly or indirectly:


 


(a)                                  recruit,
solicit, attempt to persuade, or assist in the recruitment or solicitation of
any individual who was an applicant, employee, officer, agent, or contractor of
CP at any time between January 1, 2009, and the Separation Date, for the
purpose of employing him or her or obtaining his or her services or otherwise
causing him or her to leave his or her employment or other relationship with
CP; or


 


(b)                                 solicit
or divert to any competing business of CP any individual, firm, corporation,
partnership, or other entity that was a customer or prospective
customer of CP at any time between January 1, 2005, and the Separation
Date.


 


Employee acknowledges that the restrictions contained in this
paragraph, in view of the nature of the work performed by CP, are reasonable
and necessary in order to protect CP’s legitimate business interests, and that
any violation thereof will result in irreparable injuries to CP.  Employee therefore acknowledges that, in the
event of any violation of any of these restrictions, CP will be entitled to
obtain from any court of competent jurisdiction preliminary and permanent
injunctive relief as well as damages and an equitable accounting of all
earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies to which CP
may be entitled.


 


14.                                 On or before the Separation Date, Employee
shall return to CP all property, including but not limited to any and all I.D.
cards, memoranda, notes, plans, records, reports, computers, computer programs,
cell phones, company-sponsored credit cards, files, charts, or other documents
or things, and all copies thereof, in his custody or control containing in
whole or in part any Confidential Information or other information of CP or its
subsidiaries or that relate to the affairs of CP or its subsidiaries.  CP shall provide Employee with a receipt for
all CP property actually returned by him.


 


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15.                                 Nothing in this Agreement is intended to
or shall be construed as an admission by CP or any of the other Released
Parties that any of them violated any law, interfered with any right, breached
any obligation or otherwise engaged in any improper or illegal conduct with
respect to Employee or otherwise.  CP and
the Released Parties expressly deny any such illegal or wrongful conduct.


 


16.                                 EMPLOYEE ACKNOWLEDGES, UNDERSTANDS, AND
AGREES THAT EMPLOYEE:   (a) HAS READ
AND UNDERSTANDS THE TERMS AND EFFECT OF THIS AGREEMENT; (b) RELEASES AND
WAIVES CLAIMS UNDER THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, IN EXCHANGE FOR
CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH EMPLOYEE ALREADY IS
ENTITLED; (c) HEREBY IS AND HAS BEEN ADVISED OF EMPLOYEE’S RIGHT TO HAVE
EMPLOYEE’S ATTORNEY REVIEW THIS AGREEMENT BEFORE SIGNING IT; (d) HAS TWENTY-ONE
(21) DAYS IN WHICH TO CONSIDER WHETHER TO EXECUTE THIS AGREEMENT; AND (e) MAY,
AT EMPLOYEE’S SOLE OPTION, REVOKE THIS AGREEMENT UPON WRITTEN NOTICE WITHIN
SEVEN (7) DAYS FROM THE DATE ON WHICH EMPLOYEE SIGNS THIS AGREEMENT.  TO BE EFFECTIVE, THIS WRITTEN NOTICE MUST BE
DELIVERED WITHIN THIS SEVEN-DAY PERIOD TO CP, PERSONALLY, TO MARY ANN HINES.


 


THIS AGREEMENT WILL NOT BECOME EFFECTIVE UNTIL THIS
SEVEN-DAY REVOCATION PERIOD HAS EXPIRED WITHOUT ANY REVOCATION.  IF REVOKED WITHIN SUCH PERIOD, THIS AGREEMENT
SHALL BE NULL AND VOID.


 


17.                                 This Agreement embodies the entire
agreement and understanding of the parties hereto with regard to the matters
described herein and supersedes any and all prior and/or contemporaneous
agreements and understandings, oral or written, between said parties, including
but not limited to the Corn Products International Executive Severance
Agreement.  Employee shall have no right
to any benefits under that Corn Products International Executive Severance
Agreement.  This Agreement shall be
governed by Illinois law, without regard to its conflict of laws principles.  This Agreement may be modified only in a
writing signed by both parties, and any party’s failure to enforce this
Agreement in the event of one or more events which violate this Agreement shall
not constitute a waiver of any right to enforce this Agreement against
subsequent violations.  This Agreement
may be executed in two or more counterparts, each of which shall be deemed to
be an original and both of which taken together shall constitute one and the
same instrument.  The parties
hereto agree to accept facsimile or electronic transmission of copies of
signature pages as and in place of originals.


 


18.                                 It is intended that any amounts payable
under this Agreement will comply with Section 409A of the Code and the
treasury regulations relating thereto, and this Agreement shall be interpreted
and construed in a manner that avoids the imposition of taxes and other
penalties under Section 409A (such taxes and other penalties referred to
collectively as “409A Penalties”).  In
the event that the terms of this Agreement otherwise would subject Employee to
409A Penalties, CP and Employee shall cooperate diligently to amend the terms
of this Agreement to avoid such 409A Penalties, to the extent possible.  All references in this Agreement to Employee’s
termination of employment shall mean a separation from service within the
meaning of Section 409A of the Code. 
Notwithstanding any other provision in this


 


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Agreement, if on the date of Employee’s separation
from service Employee is a “specified employee,” as defined in Section 409A
of the Code, then to the extent any amount payable under this Agreement upon
Employee’s separation from service
constitutes the payment of nonqualified deferred compensation, within the meaning
of Section 409A of the Code, that under the terms of this Agreement would
be payable prior to the six-month anniversary of Employee’s separation from service, such payment shall be delayed until the earlier to
occur of (i) the six-month anniversary of Employee’s separation from
service or (ii) the date of Employee’s death.  Notwithstanding any of the foregoing provisions, under
no circumstances will CP be responsible for any taxes, penalties, interest or
other losses or expenses incurred by Employee due to any failure to comply with
Section 409A of the Code.


 


19.                                 If any of the
provisions, terms, clauses, or waivers or releases of claims or rights
contained in this Agreement, including without limitation Paragraphs 11 through
13 (inclusive), are declared by a court of competent jurisdiction to be
illegal, unenforceable or ineffective, it is the purpose and intent of the
Parties that any such provisions be deemed modified or limited so that, as
modified or limited, such provisions may be enforced to the fullest extent
possible.  In the event that such court
determines that such provisions cannot be rendered enforceable through any such
modification or limitation or otherwise declines to so modify or limit such
provisions, such holding shall not invalidate the whole of this Agreement; instead, the
Agreement shall be construed as if it did not contain the invalid, illegal or
unenforceable part, and the rights and obligation of the parties shall be
construed and enforced accordingly;  the remaining provisions,
terms, clauses or waivers and release of claims or rights shall be deemed
severable, such that all other provisions, terms, clauses and waivers and
releases of claims and rights contained in this Agreement shall remain valid
and binding.


 


THE PARTIES STATE THAT THEY HAVE READ THE FOREGOING, THAT THEY
UNDERSTAND EACH OF ITS TERMS AND THAT THEY INTEND TO BE BOUND THERETO.


 


 


	
  JAMES HIRCHAK

  	
   

  	
  CORN PRODUCTS

  
	
   

  	
   

  	
   

  	
  INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James J. Hirchak

  	
   

  	
  By:

  	
  /s/ Ilene S. Gordon

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  1/26/10

  	
   

  	
  Title:

  	
  President & CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Dated:

  	
  Jan. 25, 2010

  



 


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