CONNECTION WITH ANY BUSINESS TO WHICH
SECTION 9(A) APPLIES, CALL ON, SERVICE, SOLICIT OR OTHERWISE DO BUSINESS WITH
ANY CUSTOMER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
(C)
NOTHING IN THIS SECTION 9 SHALL PROHIBIT THE CONSULTANT FROM BEING
(I) A STOCKHOLDER IN A MUTUAL FUND OR A DIVERSIFIED INVESTMENT COMPANY OR (II) A
PASSIVE OWNER OF NOT MORE THAN TWO PERCENT (2%) OF THE OUTSTANDING STOCK OF ANY
CLASS OF A CORPORATION, ANY SECURITIES OF WHICH ARE PUBLICLY TRADED, SO LONG AS
THE CONSULTANT HAS NO ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
3
10.
ARBITRATION.
EXCEPT AS OTHERWISE SET FORTH IN SECTION 11 HEREOF,
ANY DISPUTE OR CONTROVERSY BETWEEN THE COMPANY AND THE CONSULTANT, WHETHER
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BREACH OF THIS AGREEMENT, OR
OTHERWISE, SHALL BE SETTLED BY ARBITRATION IN CHICAGO, ILLINOIS, ADMINISTERED BY
THE AMERICAN ARBITRATION ASSOCIATION, WITH ANY SUCH DISPUTE OR CONTROVERSY
ARISING UNDER THIS AGREEMENT BEING SO ADMINISTERED IN ACCORDANCE WITH ITS
COMMERCIAL RULES THEN IN EFFECT, AND JUDGMENT ON THE AWARD RENDERED BY THE
ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF.
11.
ENFORCEMENT.
THE PARTIES HERETO AGREE THAT THE COMPANY AND ITS
SUBSIDIARIES WOULD BE DAMAGED IRREPARABLY IN THE EVENT THAT ANY PROVISION OF
SECTIONS 8 AND 9 OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH ITS
TERMS OR WERE OTHERWISE BREACHED AND THAT MONEY DAMAGES WOULD BE AN INADEQUATE
REMEDY FOR ANY SUCH NONPERFORMANCE OR BREACH.
ACCORDINGLY, THE COMPANY AND ITS
SUCCESSORS AND PERMITTED ASSIGNS SHALL BE ENTITLED, IN ADDITION TO OTHER RIGHTS
AND REMEDIES EXISTING IN THEIR FAVOR, TO AN INJUNCTION OR INJUNCTIONS TO PREVENT
ANY BREACH OR THREATENED BREACH OF ANY OF SUCH PROVISIONS AND TO ENFORCE SUCH
PROVISIONS SPECIFICALLY (WITHOUT POSTING A BOND OR OTHER SECURITY).
THE
CONSULTANT AGREES THAT HE WILL SUBMIT HIMSELF TO THE PERSONAL JURISDICTION OF
THE COURTS OF THE STATE OF ILLINOIS IN ANY ACTION BY THE COMPANY TO ENFORCE AN
ARBITRATION AWARD AGAINST HIM OR TO OBTAIN INTERIM INJUNCTIVE OR OTHER RELIEF
PENDING AN ARBITRATION DECISION.
12.
REPRESENTATIONS.
THE CONSULTANT REPRESENTS AND WARRANTS TO THE
COMPANY THAT THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE
CONSULTANT DOES NOT AND WILL NOT CONFLICT WITH, BREACH, VIOLATE OR CAUSE A
DEFAULT UNDER ANY CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR DECREE TO
WHICH THE CONSULTANT IS A PARTY OR BY WHICH HE IS BOUND.
13.
SURVIVAL.
SECTIONS 8 AND 9 OF THIS AGREEMENT SHALL SURVIVE AND
CONTINUE IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
NOTWITHSTANDING ANY TERMINATION OF THE CONSULTING PERIOD.
14.
NOTICES.
ALL NOTICES, REQUESTS OR OTHER COMMUNICATIONS PROVIDED
FOR IN THIS AGREEMENT SHALL BE MADE, IF TO THE COMPANY, TO CORN PRODUCTS
INTERNATIONAL, INC., 5 WESTBROOK CORPORATE CENTER, WESTCHESTER, ILLINOIS 60654,
ATTENTION: GENERAL COUNSEL
, FACSIMILE (708) 551-2801, AND IF TO THE
CONSULTANT, TO THE CONSULTANT'S ADDRESS SET FORTH IN THE COMPANY'S RECORDS.
ALL
NOTICES AND OTHER COMMUNICATIONS REQUIRED OR PERMITTED HEREUNDER SHALL BE IN
WRITING AND