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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