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EXHIBIT 10.18
CORN PRODUCTS INTERNATIONAL, INC.
ANNUAL INCENTIVE PLAN
DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:
CODE - the Internal Revenue Code of 1986, as it may be amended from time to
time, and any proposed, temporary or final Treasury Regulations promulgated
thereunder.
COMMITTEE - the Compensation and Nominating Committee of the Board of
Directors of the Company. Unless the Board of Directors determines
otherwise, each member of the Committee shall be an "outside director"
within the meaning of Section 162(m) of the Code and a "Non-Employee
Director" within the meaning of Rule 16b-3 under the Exchange Act.
COMPANY - Corn Products International, Inc., a Delaware corporation.
EXCHANGE ACT - shall mean the Securities Exchange Act of 1934, as amended.
PARTICIPANT - Shall mean the Chairman and Chief Executive Officer and any
other executive officer or key employee of the Company who is designated by
the Committee at any time as a Participant in this Plan.
PERFORMANCE MEASURE - The Performance Measure shall be determined by the
Committee in its sole discretion; provided, however, that in the case of a
bonus that is intended to qualify as "qualified performance-based
compensation" under Section 162(m) of the Code, the Performance Measure
shall be directly and specifically tied to one or more of the following
business criteria, determined with respect to the Company: net sales;
pretax income before allocation of corporate overhead and bonus; budget;
cash flow; earnings per share; net income; division, group or corporate
financial goals; return on stockholders' equity; return on assets;
attainment of strategic and operational initiatives; appreciation in and/or
maintenance of the price of the common stock or any other publicly traded
securities of the Company; market share; gross profits; earnings before
interest and taxes; earnings before interest, taxes, depreciation and
amortization; economic value-added models; total return to stockholders;
comparisons with various stock market indices; increase in number of
customers and/or reductions in costs for the applicable Performance Period,
subject to such rules and conditions as the Committee may establish at any
time ending on or before the 90th day of the applicable Performance Period.
PERFORMANCE PERIOD - shall mean the twelve consecutive month period which
coincides with the Company's fiscal year.
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PLAN - shall mean the Corn Products International, Inc. Annual Incentive
Plan as set forth herein and as from time to time amended.
2. ADMINISTRATION.
2.1 COMMITTEE. The Plan shall be administered by the Committee.
2.2 DETERMINATIONS MADE FOR EACH PERFORMANCE PERIOD. With respect to each
Performance Period, the Committee shall:
(a) Designate Participants for that Performance Period.
(b) Determine the amount or formula for determining each
Participant's maximum bonus payment for the Performance Period.
(c) Establish the Performance Measures for the Performance Period,
including the identification of any events for which adjustments
are to be made to the Performance Measures.
(d) Establish the Performance Measure targets for the Performance
Period.
In the case of bonus payments that are intended to qualify as qualified
performance-based compensation under Section 162(m) of the Code, the
Committee shall take the above actions on or before the 90th day of the
Performance Period.
2.3 CERTIFICATION. Following the close of each Performance Period and prior
to payment of any bonus under the Plan, the Committee must certify in
writing that the applicable Performance Measure targets and all other
factors upon which a bonus is based have been attained.
2.4 STOCKHOLDER APPROVAL. The material terms of this Plan shall be
disclosed to and approved by stockholders of the Company in accordance with
Section 162(m) of the Code. No bonus shall be paid under this Plan unless
such stockholder approval has been obtained.
3. BONUS PAYMENT.
3.1 FORMULA. Each Participant shall be eligible to receive a bonus payment
for a Performance Period in an amount established by, or determined under a
bonus formula established by, the Committee for the Performance Period
based on the attainment of the Performance Measure targets for the
Performance Period.
3.2 LIMITATIONS. In the case of bonus payments that are intended to qualify
as qualified performance-based compensation under Section 162(m) of the
Code, the following limitations shall apply:
(a) NO PAYMENT IF PERFORMANCE MEASURE THRESHOLD NOT ACHIEVED. In no
event shall any Participant receive a bonus payment hereunder if
the
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minimum threshold Performance Measure requirement applicable to
the bonus payment is not achieved during the Performance Period.
(b) NO PAYMENT IN EXCESS OF PRE-ESTABLISHED AMOUNT. No Participant
shall receive a bonus payment under this Plan for any Performance
Period in excess of $2.5 million.
(c) COMMITTEE MAY REDUCE BONUS PAYMENT. The Committee retains sole
discretion to reduce the amount of or eliminate any bonus
otherwise payable to a Participant under this Plan. The Committee
may exercise such discretion by establishing conditions for the
payment of bonuses in addition to the Performance Measure
targets, including the achievement of financial, strategic or
individual goals, which may be objective or subjective, as it
deems appropriate.
4. BONUS PAYMENTS.
4.1 TIME AND FORM OF PAYMENTS. The bonus payment payable to a Participant
under the Plan for a Performance Period shall be paid to the Participant in
cash as soon as determined by the Committee after it has certified that the
Performance Measure targets and all other factors upon which the bonus
payment for the Participant is based have been attained.
4.2 NON-TRANSFERABILITY. Participants shall not have the right to assign,
encumber or otherwise anticipate the payments to be made under this Plan,
and the benefits provided hereunder shall not be subject to seizure for
payment of any debts or judgments against any Participant.
4.3 TAX WITHHOLDING. In order to comply with all applicable federal or
state income tax laws or regulations, the Company may take such action as
it deems appropriate to ensure that all applicable federal or state
payroll, withholding, income or other taxes, which are the sole and
absolute responsibility of a Participant, are withheld or collected from
such Participant.
5. AMENDMENT AND TERMINATION. The Committee may amend this Plan
prospectively at any time and for any reason deemed sufficient by it
without notice to any person affected by this Plan and may likewise
terminate or curtail the benefits of this Plan both with regard to persons
expecting to receive benefits hereunder in the future and persons already
receiving benefits at the time of such action.
6. MISCELLANEOUS.
6.1 EFFECTIVE DATE. Subject to approval by the Company's stockholders, the
effective date of the Plan shall be January 1, 2000.
6.2 HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any ways
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material or relevant to the construction or interpretation of the Plan or
any provision thereof.
6.3 APPLICABILITY TO SUCCESSORS. This Plan shall be binding upon and inure
to the benefit of the Company and each Participant, the successors and
assigns of the Company, and the beneficiaries, personal representatives and
heirs of each Participant. If the Company becomes a party to any merger,
consolidation or reorganization, this Plan shall remain in full force and
effect as an obligation of the Company or its successors in interest.
6.4 EMPLOYMENT RIGHTS AND OTHER BENEFITS PROGRAMS. The provisions of this
Plan shall not give any Participant any right to be retained in the
employment of the Company. In the absence of any specific agreement to the
contrary, this Plan shall not affect any right of the Company, or of any
affiliate of the Company, to terminate, with or without cause, the
participant's employment at any time. This Plan shall not replace any
contract of employment, whether oral, or written, between the Company and
any Participant, but shall be considered a supplement thereto. This Plan is
in addition to, and not in lieu of, any other employee benefit plan or
program in which any Participant may be or become eligible to participate
by reason of employment with the Company. Receipt of benefits hereunder
shall have such effect on contributions to and benefits under such other
plans or programs as the provisions of each such other plan or program may
specify.
6.5 NO TRUST FUND CREATED. This Plan shall not create or be construed to
create a trust or separate fund of any kind or fiduciary relationship
between the Company or any affiliate and a Participant or any other person.
To the extent that any person acquires a right to receive payments from the
Company or any affiliate pursuant to this Plan, such right shall be no
greater than the right of any unsecured general creditor of the Company or
of any affiliate.
6.6 GOVERNING LAW. The place of administration of the Plan shall be in the
State of Illinois. The Plan shall be construed and administered in
accordance with the laws of the State of Illinois, without giving effect to
principles relating to conflict of laws.
6.7 SEVERABILITY. If any provision of the Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction such provision
shall be construed or deemed amended to conform to applicable laws, or if
it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan,
such provision shall be stricken as to such jurisdiction, and the remainder
of the Plan shall remain in full force and effect.
6.8 QUALIFIED PERFORMANCE-BASED COMPENSATION. In the case of bonus payments
that are intended to qualify as qualified performance-based compensation
under Section 162(m) of the Code, all of the terms and conditions of the
Plan shall be interpreted in such a fashion as to qualify such payments as
qualified performance-based compensation within the meaning of Section
162(m) of the Code.
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