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