SEPARATION AGREEMENT
This Separation Agreement ("Agreement") is entered into by and between Corn
Products International, Inc. (the "Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇▇▇▇").
WHEREAS, ▇▇▇▇▇ is presently employed by the Company as its Vice President,
and President, United States/Canadian Region;
WHEREAS, the Company and ▇▇▇▇▇ desire to enter into this Agreement to set
forth the terms and conditions of ▇▇▇▇▇'▇ voluntary resignation from the
Company; and
WHEREAS, ▇▇▇▇▇ desires to avail himself of the monetary and other benefits
to be paid and/or provided to him in connection with the termination of his
employment as set forth in this Agreement, to which he would not otherwise be
entitled;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein and for other good and valuable consideration, the adequacy,
sufficiency, and receipt of which are hereby acknowledged, the Company and ▇▇▇▇▇
agree as follows:
1. ▇. ▇▇▇▇▇ hereby voluntarily resigns from his position as Vice President,
and President, United States/Canadian Region, and from any and all officer
and/or board of director positions that he currently holds with any affiliate of
the Company, effective at the close of business on August 2, 2001, and ▇▇▇▇▇
agrees that he will execute all documents necessary to effect such
resignation(s). ▇▇▇▇▇ shall continue in the Company's employ on a consulting
basis, subject to the terms and conditions set forth herein, for the period that
begins on August 3, 2001, and ends at the close of business on September 30,
2001, at which time his employment by the Company will cease and he will
transfer to the payroll of, and be employed on a consulting basis by, Canada
Starch Operating Company, Inc. ("Canada Starch") until the close of business on
January 31, 2003 (the entire period from August 3, 2001, to and including
January 31, 2003, constituting the "Consulting Period"). During the Consulting
Period, ▇▇▇▇▇ shall make himself available for reasonable periods of time upon
reasonable request to consult with representatives of the Company concerning
matters related to his duties and responsibilities prior to August 3, 2001, but
▇▇▇▇▇ shall have no other duties and/or responsibilities for the Company, other
than as set forth herein. ▇▇▇▇▇ agrees to cooperate fully with the Company
before and during the Consulting Period in the transition of his duties and
responsibilities to such person(s) as the Company may direct. During the
Consulting Period, ▇▇▇▇▇ may be employed by and/or provide services to other
companies or entities, except insofar as prohibited by Section 7.C. of this
Agreement, and such employment or the provision of such services by him shall
not affect his entitlement to the payments and/or benefits set forth in Section
2 of this Agreement.
B. In addition, ▇▇▇▇▇ hereby voluntarily resigns from his employment
with Canada Starch, which resignation shall become effective at the close of
business on January 31,
2003, at the conclusion of the Consulting Period, at which time his employment
by Canada Starch will terminate for all purposes.
2. Subject to ▇▇▇▇▇'▇ compliance with each of his obligations under this
Agreement, ▇▇▇▇▇ shall receive the compensation and benefits and shall have the
rights set forth in this Section.
A. During the Consulting Period:
▇. ▇▇▇▇▇ shall be paid a salary at the rate of $271,000.00 U.S.
per year, less any required or authorized withholding and deductions, through
September 30, 2001. Thereafter, for the remainder of the Consulting Period,
▇▇▇▇▇ shall be paid a salary at the rate of $417,000 Canadian per year. ▇▇▇▇▇
will receive periodic salary payments on the Company's and Canada Starch's
regularly scheduled pay days in accordance with the Company's and Canada
Starch's established payroll practices.
ii. Except as set forth herein, ▇▇▇▇▇ shall continue to participate
through September 30, 2001, in any available Company employee benefit plans
(including without limitation life and health insurance plans) in accordance
with the terms and conditions of such plans, as they may be amended from time to
time. From October 1, 2001, through the remainder of the Consulting Period,
▇▇▇▇▇ shall participate in any available Canada Starch employee benefit plans
(including without limitation life and health insurance plans) in accordance
with the terms and conditions of such plans, as they may be amended from time to
time. Notwithstanding the foregoing, (a) ▇▇▇▇▇ will continue to participate in
the Company's Executive Life Insurance Plan in accordance with the terms and
conditions of the plan, as it may be amended from time to time, and (b) ▇▇▇▇▇
will be covered under the Company's health insurance plan through December 31,
2001, and thereafter, until the end of the Consulting Period, under Canada
Starch's health insurance plan.
iii. ▇▇▇▇▇ shall be permitted to make contributions to the Corn
Products International, Inc. Retirement Savings Plan in accordance with the
terms and conditions of such plan, as it may be amended from time to time,
through September 30, 2001; thereafter, he shall participate in the Pension Plan
for Salaried Employees of the Canada Starch Operating Company, Inc. through the
end of the Consulting Period.
iv. ▇▇▇▇▇ shall continue to participate in the Corn Products
International, Inc. Supplemental Executive Retirement Plan in accordance with
the terms and conditions of such plan, as it may be amended from time to time,
through September 30, 2001.
▇. ▇▇▇▇▇ will receive benefits under the Corn Products
International, Inc. Performance Plan, in accordance with the terms and
conditions of the plan, as it may be amended from time to time.
vi. The Company will pay ▇▇▇▇▇ a lump sum of ten thousand and
00/00 United States dollars ($10,000.00 U.S.), less withholding as required by
law, by September 30, 2001, for his use for tax preparation expenses.
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vii. ▇▇▇▇▇ may continue to make use of the automobile with which
he has been provided by the Company. ▇▇▇▇▇ shall bear all costs associated with
the use, maintenance, and upkeep of the automobile, but the Company will
continue to pay the costs for the insurance of the automobile and any major
repairs. At the conclusion of the Consulting Period, he shall return the
automobile to the Company in Toronto, Canada, or, at his option, he may purchase
the automobile in accordance with the then-existing Company policy.
viii. ▇▇▇▇▇ will not earn any benefits under the Company's or
Canada Starch's vacation policy. He will be paid for three (3) weeks of vacation
benefits that he earned during 2000 and seven-twelfths (7/12) of the vacation
benefits he would have earned during 2001 had he remained employed by the
Company through December 31, 2001. Such payment will be made on or before
September 30, 2001.
ix. ▇▇▇▇▇ will not receive a bonus payment pursuant to the Corn
Products International, Inc. Annual Incentive Plan for the 2001 Performance
Period.
▇. ▇▇▇▇▇ will be paid the balance in his U.S. Cash Balance Plan account
as soon as administratively possible after February 1, 2003, reflecting his U.
S. credit service through September 30, 2001. He will receive retiree medical
benefits under the Casco Retiree Medical Plan in accordance with its terms, as
amended from time to time. ▇▇▇▇▇ will forfeit any benefits under the Retirement
Health Care Spending Accounts provisions of the Corn Products International,
Inc. Master Retiree Welfare Plan.
C. At the conclusion of the Consulting Period, ▇▇▇▇▇ will be deemed to
have retired from the Company:
i. for the purpose of determining his rights, and the Company's
corresponding obligations, if any, with respect to any Stock Options, Stock
Awards, and Performance Share Awards that he may have been granted under the
Corn Products International, Inc. 1998 Stock Incentive Plan, in accordance with
the terms and conditions of such plan, as it may be amended from time to time;
and
ii. for the purpose of determining his rights under the Pension
Plan for Salaried Employees of the Canada Starch Operating Company, Inc. and the
Canadian Supplemental Pension Plan.
▇. ▇▇▇▇▇ and the Company are parties to an Executive Severance
Agreement, dated December 31, 1997. Pursuant to Section 7(i) of the Executive
Severance Agreement ("Termination and Amendment; Successors; Binding
Agreement"), ▇▇▇▇▇ and the Company hereby agree that the Executive Severance
Agreement between ▇▇▇▇▇ and the Company shall terminate effective upon the close
of business on August 2, 2001, and that ▇▇▇▇▇ shall have no right to any
benefits under that agreement following its termination.
E. During and following the Consulting Period, ▇▇▇▇▇ shall continue to
have the rights of a former officer of the Company, and the Company shall have
such corresponding
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obligations to him, under the Indemnification Agreement dated as of November 19,
1997, between ▇▇▇▇▇ and the Company in accordance with the terms and conditions
of such agreement.
F. In the event ▇▇▇▇▇ elects to relocate his household to Canada at
any time prior to January 31, 2003, the Company shall reimburse ▇▇▇▇▇ for (i)
the reasonable costs actually incurred by him to move his household goods to
Canada and (ii) additional assistance with the sale of his residence, including
relocation company purchase of his home, all in accordance with the terms and
conditions of the Company's United States Relocation Policy, as it may be
amended from time to time. The Company will not reimburse ▇▇▇▇▇ for the costs
incurred by him in moving himself and/or his family or for any costs incurred by
him in traveling to Canada to locate a new residence and will not provide him
with a relocation allowance. In addition, the Company will not reimburse ▇▇▇▇▇
for any closing costs that he may incur in connection with the purchase of a
residence in Canada. The benefits provided in this subsection 2.F. will be
available to ▇▇▇▇▇'▇ spouse throughout the Consulting Period, in the event of
▇▇▇▇▇'▇ death.
G. On July 31, 2004, ▇▇▇▇▇ shall receive the sum of seventy-five
thousand and 00/00 United States dollars ($75,000.00 U.S.), paid in Canadian
dollars calculated based on the July 31, 2004 average of the daily exchange rate
at closing as reported in the Wall Street Journal Midwest Edition, less any
required or authorized withholding and deductions.
H. The Company will provide ▇▇▇▇▇ with the executive-level services of a
mutually agreeable outplacement firm in either the United States or Canada, at
▇▇▇▇▇'▇ option, during the period of August 3, 2001, through January 31, 2003,
provided, however, that the cost of such services must be mutually agreeable.
I. The Company will reimburse ▇▇▇▇▇ for any reasonable and necessary
travel expenses actually incurred by him in connection with his provision of
consulting services to the Company, in accordance with the Company's travel
expense policy.
J. The Company will not contest any application that ▇▇▇▇▇ may file for
unemployment compensation benefits; however, the Company will not acknowledge
that ▇▇▇▇▇ is entitled to such benefits.
▇. ▇▇▇▇▇ may retain the laptop computer provided to him by the Company,
but ▇▇▇▇▇ must return the computer to the Company prior to his execution of this
Agreement so that it may be cleared of Company data.
3. A. As used in this Agreement, the term "▇▇▇▇▇ Releasing Parties"
includes ▇▇▇▇▇ and anyone claiming through him including, but not limited to,
his past, present and future spouses, family, relatives, agents, attorneys,
representatives, heirs, executors, administrators, and the predecessors,
successors, and assigns of each of them. As used in this Agreement, the term
"Released Parties" includes: (i) the Company and its past, present and future
affiliates, employee benefit plans and programs and other related entities
(whether or not any such entities are wholly owned); (ii) the past, present, and
future trustees, fiduciaries, administrators, directors, officers, agents,
representatives, members, partners, employees, and attorneys of each entity
listed in (i)
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above; and (iii) the predecessors, successors, and assigns of each entity listed
in (i) and (ii) above.
B. The ▇▇▇▇▇ Releasing Parties hereby agree not to ▇▇▇ and further agree
to release the Released Parties with respect to any and all claims, whether
currently known or unknown, which ▇▇▇▇▇ now has, has ever had, or may ever have
against any of the Released Parties arising from or related to any act,
omission, or thing occurring at any time up to and including the date on which
▇▇▇▇▇ signs this Agreement. Without limiting the generality of the foregoing,
the claims released by ▇▇▇▇▇ hereunder include, but are not limited to:
i. all claims for or related in any way to ▇▇▇▇▇'▇ employment,
hiring, conditions of employment, resignation from his position as an officer,
or his resignation from employment as prescribed in this Agreement;
ii. all claims that could be asserted by ▇▇▇▇▇ or on his behalf:
(a) in any federal, state, or local court, commission, or agency; (b) under any
common law theory; or (c) under any employment, contract, tort, federal, state,
or local law, regulation, ordinance, or executive order; and
iii. all claims that could be asserted by ▇▇▇▇▇ or on his behalf
arising under any constitution, law, statute, ordinance, or regulation,
including, but not limited to, the Age Discrimination in Employment Act, Title
VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the
Employee Retirement Income Security Act, the Family and Medical Leave Act of
1993, the Illinois Human Rights Act, or the ▇▇▇▇ County Human Rights ordinance.
C. The Company hereby agrees not to ▇▇▇ and further agrees to release
▇▇▇▇▇ with respect to any and all claims which the Company now has, has ever
had, or may ever have against any ▇▇▇▇▇ arising from or related to any act,
omission, or thing occurring at any time up to and including the date on which
the Company signs this Agreement that was known by a member of senior management
of the Company as of the date on which the Company signs this Agreement.
▇. ▇▇▇▇▇ and the Company represent and warrant to each other that: (i)
he/it has not filed or initiated any legal, equitable, administrative, or other
proceeding(s) against any of the Released Parties (in the case of ▇▇▇▇▇) or
against ▇▇▇▇▇ (in the case of the Company); (ii) no such proceeding(s) have been
initiated against any of the Released Parties on ▇▇▇▇▇'▇ behalf or against ▇▇▇▇▇
on the Company's behalf; (iii) he/it is the sole owner of the actual or alleged
claims, demands, rights, causes of action, and other matters that are released
in Section 3.B. and 3.C. above; (iv) the same have not been transferred or
assigned or caused to be transferred or assigned to any other person, firm,
corporation or other legal entity; and (v) he/it has the full right and power to
grant, execute, and deliver the releases, undertakings, and agreements contained
in this Agreement.
4. ▇▇▇▇▇ agrees and acknowledges that he continues to be bound by, and
is obligated to comply with, the Employee Confidentiality and Invention
Assignment Agreement, entered
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into between him and the Company on November 10, 1997, in accordance with the
terms and conditions of such agreement.
5. ▇▇▇▇▇ agrees that he has no present or future right to employment
with the Company after January 31, 2003 or to return to active employment with
the Company at any time during or after the Consulting Period, and that he shall
not at any time apply for, seek consideration for, or accept any employment
(active or otherwise), engagement, or contract with the Company or any of the
other Released Parties. Notwithstanding the foregoing, ▇▇▇▇▇ shall have no
obligation to terminate his employment with any employer that becomes a Released
Party only subsequent to ▇▇▇▇▇'▇ hire. During and after the Consulting Period,
▇▇▇▇▇ also shall not hold himself out as an agent of, enter into any contracts
for, or otherwise bind the Company or any of the other Released Parties.
6. ▇▇▇▇▇ agrees that he will not disclose the terms of this Agreement
(other than the fact and duration of his consulting status) to any third parties
with the exception of his financial or legal advisors, prospective employers,
his outplacement and career counseling firm, and members of his immediate
family, each of whom shall be bound by this confidentiality provision (in which
case ▇▇▇▇▇ shall be responsible for ensuring that any such individuals comply
with the terms of this Agreement), except as may be required to comply with
legal process or to enforce the obligations established by this Agreement. ▇▇▇▇▇
acknowledges and agrees that this requirement of confidentiality is among the
material inducements for the Company to enter into this Agreement.
7. ▇▇▇▇▇ agrees that, during his employment with the Company, he has
had access to and/or has acquired Confidential Information, as defined herein,
and trade secrets belonging to the Company. Accordingly, ▇▇▇▇▇ agrees that:
A. During and after the Consulting Period he shall not directly or
indirectly use, disclose, or take any action that may result in the use by or
disclosure to any person of any Confidential Information of the Company, unless
such information lawfully has become generally available to the public, or
except as otherwise required by law;
B. On or before September 7, 2001, ▇▇▇▇▇ shall return to the Company all
property, including but not limited to any and all I.D. cards, memoranda, notes,
plans, records, reports, computers, laptops, computer programs, cell phones, car
phones, American Express and any other company-sponsored credit cards, files,
charts, or other documents or things containing in whole or in part any
Confidential Information, and all copies thereof that are within his possession
or control and that relate to the affairs of the Company. The Company shall
provide ▇▇▇▇▇ with a receipt for all Company property actually returned by him.
▇. ▇. ▇▇▇▇▇ covenants that during the Consulting Period and the
subsequent period to and including July 31, 2004, he will not engage, directly
or indirectly, in any Prohibited Activity, as that term is defined herein,
within the Territory, as that term is defined herein, whether as a principal,
proprietor, partner, stockholder (other than as the holder of less than 5% of
the stock of a corporation the securities of which are traded on a national
securities exchange or in the over-the-counter market), director, employee,
consultant, agent, or
6
distributor, other than on behalf of the Company or any related entity (whether
or not such entity is wholly owned).
ii. The term "Prohibited Activity" shall mean the following
activities: corn wet milling processing, manufacturing, marketing distribution,
sales and trading of all types of products derived from the corn wet milling
process, such as, but not limited to, all types of starches, modified corn
starch, corn syrups, syrup blends, fructose sweeteners, caramel colors,
maltrodextrins, dextroses, sorbitols, corn oil, citric acid, and lactic acid.
Notwithstanding the foregoing, Prohibited Activity shall not include the
processing, manufacturing, marketing, distribution, sales and trading of
ethanol, gluten meal, gluten feed, corn germ meal, corn germ and corn oil
derived from the corn wet milling process or any other process or raw material.
The aforesaid products encompassed within the definition of Prohibited Activity
will not be limited to regular corn derivatives, but will also include starches
and/or sugars derived from any other agricultural products such as, but not
limited to, waxy corn, sorghum, high amylose corn, potato, sugar beet, and sugar
cane and their derivatives independently of the industrial process employed to
produce them. Notwithstanding the foregoing, Prohibited Activities shall not
include starches derived from wheat and/or tapioca.
iii. Nothing in this subsection C. shall restrict ▇▇▇▇▇ from
applying for, seeking consideration for, or accepting any employment (active or
otherwise), engagement, or contract with a natural person, corporation, business
trust, joint venture, limited liability company, association, company or
partnership (an "Entity"), provided that such Entity is not itself engaged in
any Prohibited Activity as defined in Section 7.C.ii of this Agreement, even
though such Entity may control, be controlled by, or be under common control
with, another Entity that is engaged in Prohibited Activity.
iv. The term "Territory" shall mean wherever the Company is doing
business, either directly or through an affiliate or agent. The Company agrees
that it will respond in a reasonable period of time to any request from ▇▇▇▇▇
concerning whether the Company is doing business in specific countries.
▇. ▇▇▇▇▇ covenants that during the Consulting Period and the subsequent
period to and including July 31, 2004, he will not directly or indirectly
solicit any employee of the Company or any of its affiliates or subsidiaries to
terminate such employment in order to enter into any such relationship on behalf
of any other business organization.
E. It is the intent and understanding of each party hereto that if, in
any action before any court or agency legally empowered to enforce the covenants
contained in this Section 7, any term, restriction, covenant or promise
contained therein is found to be unenforceable due to unreasonableness or due to
any other reason, then such term, restriction, covenant or promise shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency.
F. Without in any way limiting the Company's rights to pursue any other
legal or equitable remedies available to it or to exercise any of its rights
under this Agreement, ▇▇▇▇▇ recognizes and agrees that a breach of any or all of
the provisions of Section 7 will cause immediate and irreparable harm to the
Company for which damages cannot be readily calculated
7
and for which they are an inadequate full remedy. Accordingly, ▇▇▇▇▇
acknowledges and agrees that the Company shall be entitled to injunctive relief
restraining and enjoining any further actual or threatened breaches by him
without the necessity of proving actual monetary loss.
G. "Confidential Information" includes the following information of the
Company and/or any of its affiliates (including but not limited to joint
ventures and joint marketing companies) and/or Cooperative Management Partners
(any or all of whom are referred to for the purposes of this Section as "the
Company"):
i. Strategic and tactical business, financial, profit, marketing,
development, analytical, sales and technical service (both short and long term)
information, plans, and programs, including the process by which the Company
develops such information, plans, and programs;
ii. Customer pricing agreements, business contract details,
identification of specific Company customers with whom ▇▇▇▇▇ came into contact
or gained knowledge of during the course of his employment with the Company, and
exclusive business and supply arrangements;
iii. Customer development and application plans and programs
specific to product lines and global business operating spheres;
iv. All information regarding process, product, and use
application patents, pending patents, and patent applications, as well as
current research, development, and application work underway regarding future
patents;
v. Manufacturing cost data and product profitability information;
vi. Programs and details regarding corn purchasing, handling, and
storage;
vii. Internal organizational structures and reporting
relationships;
viii. Business licensing agreements and other internal contractual
relationships not generally known to the public;
ix. The relationships of the Company and its international
affiliates;
x. Current and developmental products, their manufacturing
processes, procedures and use application technologies; and
xi. Vendor (equipment and supplies) programs, developmental
arrangements and pricing details.
8. A. The Company may immediately terminate this Agreement and, if
during the Consulting Period, ▇▇▇▇▇'▇ employment for Cause (as defined herein)
upon written notice of
8
such termination to ▇▇▇▇▇ and shall have no further obligations to ▇▇▇▇▇ under
this Agreement, provided that the rights and obligations of the parties pursuant
to Sections 1, 3, 4, 5, 6, 7, 9, 16, and 17 herein shall remain in full force
and effect in accordance with the terms of those Sections. As used herein,
"Cause" shall mean: (i) embezzlement or misappropriation of Company funds or any
other material act of dishonesty by ▇▇▇▇▇; (ii) ▇▇▇▇▇'▇ commission or conviction
of a misdemeanor involving moral turpitude or of a felony, or entry by ▇▇▇▇▇ of
a plea of guilty or nolo contendere to any such misdemeanor or felony; (iii)
engagement in any activity that ▇▇▇▇▇ knows or should know would or could harm
the operations or reputation of the Company; (iv) material violation of any
contractual obligation to the Company (including without limitation ▇▇▇▇▇'▇
obligations under Section 7 of this Agreement); or (v) violation of any
statutory or common law duty to the Company, including without limitation the
duty of loyalty, and provided that, in the case of (iii), (iv), or (v), such
conduct or violation continues thirty (30) days after ▇▇▇▇▇ receives written
notice thereof from the Company and fails to cure it during such thirty (30)-day
period. In the event that the Company exercises its election to terminate this
Agreement for Cause, ▇▇▇▇▇ shall not be entitled to any amounts under this
Agreement other than a proportionate share of any salary earned but unpaid under
Section 2.A.i. for any period during which ▇▇▇▇▇ was employed prior to the
termination (which shall be calculated and paid as it would otherwise be
calculated and paid hereunder).
B. This Agreement shall automatically terminate upon ▇▇▇▇▇'▇ death, in
which case ▇▇▇▇▇'▇ heirs/estate will be entitled to receive (i) any unpaid
salary payments for the period of ▇▇▇▇▇'▇ employment prior to his date of death,
(ii) such other payments and/or benefits to which they/it may be entitled under
the benefit plans and programs identified in Section 2 of this Agreement in
accordance with their terms and conditions, as amended from time to time, and
(iii) in the event ▇▇▇▇▇ dies prior to December 31, 2001, the unpaid salary
payments that he would have received through December 31, 2001. In the event of
▇▇▇▇▇'▇ death prior to August 1, 2004, his heirs and estate will not be entitled
to receive any of the payments provided for in Section 2.G. of this Agreement.
9. ▇▇▇▇▇ shall not take any action, verbal or otherwise, that would or
could disparage or damage the reputation or operations of the Company or any of
the other Released Parties. ▇▇▇▇▇ and the Company will agree upon the text of an
employment reference and will identify the individuals at the Company to be
contacted for the reference.
10. Nothing in this Agreement is intended to or shall be construed as
an admission by the Company, any of the other Released Parties, or ▇▇▇▇▇ that
it, they, or he have/has violated any law, interfered with any right, breached
any obligation or otherwise engaged in any improper or illegal conduct with
respect to ▇▇▇▇▇, the Company, or any other Released Party. The Company, the
other Released Parties, and ▇▇▇▇▇ expressly deny any such illegal or wrongful
conduct.
11. 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.
12. This Agreement shall be construed and interpreted in accordance
with the internal laws of the State of Illinois, without regard to its choice of
law rules. ▇▇▇▇▇ hereby consents to the
9
jurisdiction of the state and/or federal courts in Illinois in connection with
any suit commenced by the Company as a result of an alleged violation by ▇▇▇▇▇
of any of his obligations under Section 7 and agrees that he will not contend
that such courts lack personal jurisdiction over him or that venue is not
appropriate in such courts. The Company agrees that, in the event it commences
such action against ▇▇▇▇▇ in the state or federal courts in Illinois, it will
give ▇▇▇▇▇ mail notice of the commencement of such action at his last known
address, in addition to any other service of process required by the applicable
rules. ▇▇▇▇▇ agrees that, in the event he commences any legal proceedings
against the Company, he will give the Company (through its General Counsel) mail
notice of the commencement of such action, in addition to any other service of
process required by the applicable rules.
13. The parties agree that this Agreement may only be modified in
writing by agreement 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.
14. 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 prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.
15. 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.
16. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
17. If any dispute or controversy arises under or in connection with
this Agreement other than a dispute or controversy concerning or arising out of
▇▇▇▇▇'▇ compliance with his obligations in Section 7 of this Agreement,
including without limitation any claim under any federal, state, or local law,
rule, decision or order relating to the ▇▇▇▇▇'▇ employment or the fact or manner
of its termination, the Company and ▇▇▇▇▇ shall attempt to resolve such dispute
or controversy through good faith negotiations. If the parties fail to resolve
such dispute or controversy within ninety days, such dispute or controversy
shall be resolved exclusively by arbitration, conducted before a panel of three
arbitrators in Chicago, Illinois in accordance with the applicable rules and
procedures of the Center for Public Resources then in effect. Judgment upon the
award rendered by the arbitrators may be entered by any court having
jurisdiction. The award issued by the arbitrators shall be final and binding on
the parties. Costs of the arbitration, including the fees of the arbitrators,
shall be borne equally by the parties. Each party shall bear his/its own
attorneys' fees.
18. ▇. ▇▇▇▇▇ ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE TERMS AND
EFFECT OF THIS AGREEMENT, AND THAT IT CONTAINS A FULL, COMPLETE, AND FINAL
RELEASE OF ALL CLAIMS AGAINST
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THE RELEASED PARTIES THROUGH THE DATE OF HIS EXECUTION OF THIS AGREEMENT.
▇. ▇▇▇▇▇ ALSO ACKNOWLEDGES THAT, IN RELEASING AND WAIVING ANY CLAIMS AND
RIGHTS THAT HE HAS OR MAY HAVE AGAINST THE RELEASED PARTIES, INCLUDING THOSE
UNDER THE FEDERAL AGE DISCRIMINATION IN EMPLOYMENT ACT, HE DOES SO KNOWINGLY AND
VOLUNTARILY, IN EXCHANGE FOR CONSIDERATION TO WHICH HE WOULD NOT OTHERWISE BE
ENTITLED.
▇. ▇▇▇▇▇ FURTHER ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF HIS RIGHT TO
HAVE LEGAL COUNSEL OF HIS CHOICE REVIEW THIS AGREEMENT PRIOR TO EXECUTING IT.
▇. ▇▇▇▇▇ ACKNOWLEDGES AND UNDERSTANDS THAT HE MAY TAKE UP TO TWENTY-ONE
(21) DAYS TO DECIDE WHETHER TO EXECUTE THIS AGREEMENT.
▇. ▇▇▇▇▇ FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT HE MAY REVOKE HIS
ACCEPTANCE OF THIS AGREEMENT BY GIVING WRITTEN NOTICE TO ▇▇▇▇▇ ▇▇▇▇▇▇▇, VICE
PRESIDENT, HUMAN RESOURCES, WITHIN SEVEN (7) DAYS FROM THE DATE ON WHICH HE
SIGNS THIS AGREEMENT, AND THAT THE AGREEMENT WILL NOT BECOME EFFECTIVE UNTIL
THIS SEVEN-DAY REVOCATION PERIOD HAS EXPIRED. IF ▇▇▇▇▇ EXERCISES HIS OPTION TO
REVOKE THIS AGREEMENT, IT SHALL BE NULL AND VOID.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ CORN PRODUCTS INTERNATIONAL, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇. ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇▇▇
Its: VPHR
Dated: 9/20/01 Dated: 9/18/01
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