Stock
Incentive Plan
20__ Performance Plan Award
Agreement
Corn Products
International, Inc.
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Article 1. Performance Period
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1
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Article 2. Value of Performance
Shares
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1
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Article 3. Performance Shares and
Achievement of Performance Measures
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1
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Article 4. Termination
Provisions
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4
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4
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Article 6. Form and Timing of Payment of
Performance Shares
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4
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Article 7. Nontransferability
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5
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Article 8. Administration
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5
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6
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Corn
Products International, Inc.
Stock Incentive Plan
20___Performance Plan Award Agreement
You have been
selected to be a participant in the Corn Products International,
Inc. Stock Incentive Plan (the “Plan”), as specified
below:
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Target
Performance Share Award :
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, 20___ to
, 20___
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Relative Total
Shareholder Return (“TSR”) — 50%
Return on Capital Employed (“ROCE”) —
50%
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THIS AGREEMENT
(the “Agreement”) effective as of
, 20___, represents the grant of Performance Shares by Corn
Products International, Inc., a Delaware corporation (the
“Company”), to the Participant named above, pursuant to
the provisions of the Plan.
The Plan
provides a complete description of the terms and conditions
governing the Performance Shares. If there is any inconsistency
between the terms of this Agreement and the terms of the Plan, the
Plan’s terms shall completely supersede and replace the
conflicting terms of this Agreement. All capitalized terms shall
have the meanings ascribed to them in the Plan, unless specifically
set forth otherwise herein. The parties hereto agree as
follows:
Article 1. Performance
Period
The Performance
Period commences on
, 20___and ends on
, 20_.
Article 2. Value of Performance
Shares
Each
Performance Share shall represent and have a value equal to one
share of common stock of the Company as detailed herein.
Article 3. Performance Shares and
Achievement of Performance Measures
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(a)
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The
number of Performance Shares to be earned under this Agreement
shall be based upon the achievement of preestablished TSR
percentile ranking performance and ROCE goals as approved by the
Compensation Committee of the Company’s Board of Directors
(the “Committee”) for the Performance Period, based on
the following charts:
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- 1 -
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Percent of Target
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TSR Percentile
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Performance Share
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Ranking Goal
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Award Earned
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200%
(maximum)
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150%
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100%
(target)
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75%
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50%
(threshold)
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0%
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Interpolation shall be used to
determine the percentile rank in the event the Company’s TSR
Percentile Rank does not fall directly on one of the ranks listed
in the above chart.
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(b)
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For
this purpose, TSR shall be determined as follows:
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=
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Change in Stock Price + Dividends
Paid
Beginning Stock Price
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(i)
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Beginning Stock Price shall mean the
average of the Daily Averages for each of the twenty
(20) trading days immediately prior to the first day of the
Performance Period;
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(ii)
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Ending Stock Price shall mean the
average of Daily Averages for each of the last twenty
(20) trading days of the Performance Period;
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(iii)
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Change in Stock Price shall mean the
difference between the Beginning Stock Price and the Ending Stock
Price; and
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(iv)
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Dividends Paid shall mean the total
of all dividends paid on one (1) share of stock during the
applicable calendar quarter(s) during the Performance Period,
provided that dividends shall be treated as though they are
reinvested at the end of each calendar quarter based on the stock
price at the end of each calendar quarter.
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(v)
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Daily Average shall mean the average
of the high and low stock price on the applicable stock exchange of
one share of stock for a particular trading day.
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(c)
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Following the TSR determination, the
Company’s Percentile Rank against the “Peer
Group” shall be determined. Once the Company’s
Percentile Rank is determined, 50% of
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- 2 -
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the
Performance Shares target to be awarded shall then be determined
based on the chart in Section 3(a).
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(d)
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“Peer Group” shall mean
the companies listed below, categorized by industry. If two
companies in the Peer Group merge, or one is acquired, the new
company will be included in the Peer Group. If a company merges
with a company not in the Peer Group or if a company declares
bankruptcy, the company will be removed and its TSR will not be
included as part of the Peer Group.
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Paper/Timber
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Archer Daniels
Midland Company
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AbitibiBowater
Inc.
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Aracruz
Celulose S.A.-ADR
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Buckeye
Technologies Corporation
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Caraustar
Industries Inc.
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Chesapeake
Corporation
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Deltic Timber
Corp.
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MeadWestvaco
Corporation
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Agricultural Production/Farm
Production
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Potlatch
Corporation
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Smurfit-Stone
Container Corporation
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Alliance One
International
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Wausau Paper
Corporation
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Charles River
Labs International Inc.
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