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
6
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