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
1
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