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 for
the consulting services to be performed by the Consultant
hereunder, the Company shall pay the Consultant a consulting fee ,
payable in equal amounts of $83,333.33 on the last payroll date
(determined by the Company’s normal payroll practices) of
each calendar month during the term of this Agreement.
6.
Expenses . The Company shall
reimburse the Consultant for any reasonable business expenses
incurred by the Consultant in connection with the performance of
services described in Section 3. The Company will
provide an off-site office and administrative support for the
period coinciding with the consulting agreement.
7.
Termination . This Agreement may be
terminated at any time by either party on 30 days prior written
notice to the other party. In the event of such termination
by the Company without “cause”, the Company shall pay
to the Consultant in a lump sum payment any unpaid consulting fee
payable to the Consultant for the balance of Consulting
Period. Termination of the Consultant by the Company for
“cause” shall mean termination by reason of
(A) the Consultant’s willful engagement in conduct which
involves dishonesty or moral turpitude which either
(1) results in substantial personal enrichment of the
Consultant at the expense of the Company or any of its
subsidiaries, or (2) is demonstrably and materially injurious
to the financial condition or reputation of the Company or any of
its Subsidiaries, (B) the Consultant’s willful violation
of the provisions of Section 8 or 9 of this Agreement or
(C) the commission by the Consultant of a felony. An act or
omission shall be deemed “willful” only if done, or
omitted to be done, in bad faith and without reasonable belief that
it was in the best interest of the Company and its subsidiaries.
Notwithstanding the foregoing, the Consultant shall not be deemed
to have been terminated for cause unless and until there shall have
been delivered to the Consultant a written notice of termination
from the Compensation and Nominating Committee of the Board or any
successor thereto (the “Committee”) after reasonable
notice to the Consultant and an opportunity for the Consultant ,
together with his counsel, to be heard before the Committee,
finding that, in the good faith opinion of such Committee, the
Consultant was guilty of conduct set forth above in clause
(A) or (B) of the first sentence of this
Section 7 and specifying the particulars in detail. The
payments due to the Consultant pursuant to this Section 7
shall be paid, if the Consultant is not a “specified
employee” (as that term is defined and determined under
Section 409A of the Internal Revenue Code
(“Section 409
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