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EXHIBIT 10.19
January 1, 1999
CORN PRODUCTS INTERNATIONAL, INC.
PERFORMANCE PLAN
1.0 DEFINITIONS
The following terms shall have the following meanings unless the context
indicates otherwise:
1.1 "Award Percentage" shall mean a percentage of the Cash Award Target earned
based on an amount of the Performance Goal that is attained.
1.2 "Board" shall mean the Board of Directors of the Company.
1.3 "Cash Award" shall mean a cash payment as determined in accordance with
Section 6 below.
1.4 "Cash Award Target" shall mean a dollar amount specified by the Committee
in accordance with Section 5 below.
1.5 "Cause" shall mean:
(1) the willful and continued failure to substantially perform the duties
assigned by the Company (other than a failure resulting from the
Participant's Disability);
(2) the willful engaging in conduct which is demonstrably injurious to the
Company or any Subsidiary, monetarily or otherwise, including conduct
that, in the reasonable judgment of the Committee, no longer conforms
to the standard of the Company's executives;
(3) any act of dishonesty;
(4) a commission of a felony; or
(5) a significant violation of any statutory or common law duty of loyalty
to the Company.
1.6 "Certification Date" shall mean the date on which the Committee certifies
that the Performance Goal for a specific Performance Cycle has been
achieved in accordance with Section 6 below.
1.7 "Change in Control of the Company" shall have the same meaning set forth in
Section 5.8(b) of the 1998 Stock Incentive Plan.
1.8 "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
1.9 "Committee" shall mean the Board, or a committee or subcommittee of the
Board appointed by the Board from among its members. The Committee may be
the Board's Compensation and Nominating Committee. Unless the Board
determines otherwise, the
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Committee shall be comprised solely of not less than two members who each
shall qualify as:
(1) a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3) (or
any successor rule) under the Exchange Act, and
(2) an "outside director" within the meaning of Code Section 162(m) and
the Treasury Regulations thereunder.
1.10 "Common Stock" shall mean the common stock, $.01 par value per share, of
the Company.
1.11 "Company" shall mean Corn Products International, Inc., a Delaware
corporation.
1.12 "Disability" shall mean a disability as determined under the then existing
long-term disability program in effect at the Company as of the date the
disability first occurred, or if there is no long-term disability program
in effect at the Company as of the date the disability first occurs, then a
disability as defined by Code Section 22(e).
1.13 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.
1.14 "Key Executive" shall mean an employee of the Company who has have
significant responsibility in setting and executing the Company's strategy
and whose actions can significantly affect the Company's market position
and financial results with related effects on it's stock price.
1.15 "Participant" shall mean a Key Executive who has been selected to
participate in the Plan in accordance with Section 3 below.
1.16 "Performance-Based Awards" shall mean the designation of a Cash Award
Target as an award intended to qualify as "performance-based compensation"
under Code Section 162(m) as described in Section 10 below.
1.17 "Performance Cycle" shall mean a period of time longer than 1 year as
specified under Section 5 below or as determined by the Committee in its
sole discretion in accordance with Section 5 below.
1.18 "Performance Goal" shall mean, with respect to a Performance Cycle, the
performance goal specified under Section 5 below or as established by the
Committee for such Performance Cycle in accordance with Section 5 below.
1.19 "Performance Measure" shall mean the measure used to determine Performance
Goals in accordance with Section 5 below.
1.20 "Plan" shall mean the Corn Products International, Inc. Performance Plan.
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1.21 "Subsidiary" shall mean a corporation of which the Company directly or
indirectly owns more than 50 percent of the Voting Stock or any other
business entity in which the Company directly or indirectly has an
ownership interest of more than 50 percent.
1.22 "Treasury Regulations" shall mean the regulations promulgated under the
Code by the United States Department of the Treasury, as amended from time
to time.
1.23 "Voting Stock" shall mean the capital stock of any class or classes having
general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation.
2.0 PURPOSE AND TERM OF PLAN
2.1 PURPOSE. The purpose of the Plan is to provide a cash incentive award to
certain employees of the Company with respect to Performance Cycles
exceeding 1 year so that they will put forth maximum efforts toward the
long-term growth, profitability and success of the Company and to encourage
them to remain in the employ of the Company.
2.2 TERM. The Plan shall become effective as of the date the Board adopts the
Plan. The Plan shall terminate when the Board terminates the Plan under
Section 11.3 below.
3.0 ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. Key Executives that are identified by the Committee shall be
eligible to participate in the Plan.
3.1 PARTICIPATION. Key Executives shall become Participants upon the grant of a
Cash Award Target to such Participant by the Committee in accordance with
Section 5 below. Designation of a Participant in any year by the grant of a
Cash Award Target with respect to a specific Performance Cycle shall not
require the Committee to designate such Key Executive to receive an Cash
Award Target with respect to any other Performance Cycle or, once
designated, to receive the same amount of Cash Award Target as granted to
the Participant in any other year. The Committee shall consider such
factors as it deems pertinent in selecting Participants and in determining
the amount of their respective Award Opportunities.
4.0 ADMINISTRATION
4.1 RESPONSIBILITY. The Committee shall have the sole responsibility to
control, operate, manage and administer the Plan in accordance with its
terms.
4.2 AUTHORITY OF THE COMMITTEE. The Committee shall have all the discretionary
authority that may be necessary or helpful to enable it to discharge its
responsibilities with respect to the Plan, including but not limited to,
the authority:
(a) to grant a Cash Award Target to each Participant;
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(b) to determine the amount of cash attributable to each Cash Award Target
payable under the Plan;
(c) to administer the Performance Goals and certify whether, and to what
extent, they are attained;
(d) to supply any omission or correct any defect in the Plan;
(e) to make rules for carrying out and administering the Plan and to make
changes in such rules as it from time to time deems proper; and
(f) to decide any questions arising in the administration, interpretation,
and application of the Plan.
4.3 ACTION BY THE COMMITTEE. The Committee may act only by a majority of its
members. Any determination of the Committee may be made, without a meeting,
by a writing or writings signed by all of the members of the Committee. In
addition, the Committee may authorize any one or more of its members to
execute and deliver documents on behalf of the Committee.
4.4 DELEGATION OF AUTHORITY. Except to the extent prohibited by law, the
Committee may delegate some or all of its authority under the Plan to any
person or persons; provided, however, that any such delegation shall be in
writing.
5.0 ESTABLISHMENT OF PERFORMANCE CYCLES, PERFORMANCE MEASURE, PERFORMANCE GOALS
AND GRANT OF CASH AWARD TARGETS
5.1 PERFORMANCE CYCLES. There shall be a 3-year Performance Cycle beginning on
January 1, 1999, (the Performance Cycle"). Unless the Committee decides
otherwise, a new 3-year Performance Cycle shall begin on the January 1st of
each year following December 31, 1999. The Committee may, in its sole
discretion, establish a Performance Cycle for a duration other than 3 years
so long as such Performance Cycle is greater than 1 year.
5.2 PERFORMANCE MEASURE. The Committee in its sole discretion shall determine
each Performance Cycle's Performance Measure, consistent with those
measures listed in section 10.3.
5.3 GRANT OF CASH AWARD TARGET. The Committee may, in its sole discretion,
grant Cash Award Targets to Key Executives. The Committee may grant a Cash
Award Target to a Key Executive after the beginning of a Performance Cycle.
The Cash Award Target shall be a specific dollar amount designated by the
Committee at the time the Key Executive becomes a Participant with respect
to a specific Performance Cycle. The grant of each Cash Award Target shall
be evidenced in writing by a letter from the Committee to the Participant;
provided, however, that if any provision of the letter conflicts or is
inconsistent with any provision of the Plan, the provision of the Plan
shall control.
5.4 PERFORMANCE GOAL. The Committee shall, in its sole discretion, establish
the Performance Goal for each Performance Cycle. The Performance Goal shall
determine
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the Cash Award Target that can be earned, unless the Committee, in its sole
discretion, decides otherwise.
5.5 ADJUSTMENT OR MODIFICATION OF PERFORMANCE GOAL(S). The Committee is
authorized to adjust or modify the Award Opportunity Percentage with
respect to any Performance Goal applicable to a specific Performance Cycle
at any time in order to prevent the dilution or enlargement of the rights
of any Participant as described below:
(a) in the event of any unusual or extraordinary corporate item,
transaction, event or development;
(b) in recognition of any other unusual or nonrecurring events affecting
the Company, or the financial statements of the Company, or in
response to, or in anticipation of changes in applicable laws,
regulations, accounting principles, or business conditions; and/or
(c) in view of the Board's assessment of the business strategy of the
Company, performance of comparable organizations, economic and
business conditions, and any other circumstances deemed relevant.
6.0 CERTIFICATION OF ACHIEVEMENT OF PERFORMANCE GOAL
6.1 CERTIFICATION BY COMMITTEE. Prior to the end of the 90-day period beginning
on each December 31st occurring within a specific Performance Cycle, the
Committee shall meet to review and certify in writing whether, and to what
extent, the Performance Goal applicable to such Performance Cycle or
portion of such Performance Cycle has been achieved. The date that the
Committee certifies that such Performance Goal has been achieved is the
Certification Date.
7.0 DETERMINATION AND PAYMENT OF CASH AWARDS
7.1 PAYMENT OF CASH AWARD. Provided that the Committee certifies that the
Performance Goal applicable to a specific Performance Cycle has been
achieved, and subject to the deferral of payment of Cash Awards in
accordance with Section 8 below, the Company shall pay to each Participant
his or her Cash Award during the 120-day period following the last day of
the applicable Performance Cycle. Unless the Committee determines
otherwise, the Cash Award shall be a dollar amount equal to the Cash Award
Target multiplied by the applicable Award Percentage. In its discretion,
the Committee can establish Award Percentages and Cash Award Targets for
portions of a Performance Cycle.
7.2 CHANGE IN CONTROL OF THE COMPANY. If there is a Change in Control of the
Company, the Company shall pay to each Participant, as of the date of the
Change in Control of the Company, a Cash Award with respect to all open
and/or unpaid Performance Cycles. Such Cash Award shall be a dollar amount
equal to the greater of (a) the applicable Cash Award Target multiplied by
an Award Percentage equal to 100%; or (b) the applicable Cash Award Target
multiplied by an Award Percentage based on performance as of the
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date of the Change in Control, as if the date of the Change in Control were
the last day of the Performance Cycle.
8.0 DEFERRAL OF PAYMENT OF PERFORMANCE AWARDS
8.1 DEFERRAL. At the discretion of the Committee, a Participant may, subject to
such terms and conditions as the Committee may determine, elect to defer
payment of all or any part of any Cash Award which the Participant might
earn with respect to a Performance Cycle by complying with such procedures
as the Committee may prescribe. Any Cash Award, or portion thereof, upon
which such an election is made shall be deferred into, and subject to the
terms, conditions and requirements of any deferred compensation plan,
program or arrangement of the Company.
9.0 TERMINATION OF EMPLOYMENT
9.1 TERMINATION OF EMPLOYMENT. Except as otherwise provided in Section 7.2, a
Participant must be an employee at the end of a Performance Cycle in order
to be entitled to payment of a Performance Award in respect of such Cycle;
provided, however, that in the event a Participant ceases to be an employee
before the end of such Cycle by reason of (a) his/her death, (b) his/her
retirement on or after attainment of age 55 and 10 years of service, or (c)
the occurrence of his/her Disability or (d) his/her termination of
employment under any other circumstances that the Committee may determine
shall warrant the application of this provision, the Committee, in it's
sole discretion and taking into consideration the performance of such
Participant and the performance of the Company during the Cycle, may
authorize to such Participant (or his/her legal representative), at the end
of the Cycle, all or any portion of the Performance Award which would have
been paid to him/her for the Cycle.
9.2 TERMINATION OF A PARTICIPANT'S EMPLOYMENT FOR CAUSE. Subject to any written
agreement between the Company and a Participant, if a Participant's
employment is terminated by the Company for Cause prior to the date a Cash
Award is paid, the Participant shall immediately forfeit all right, title
and interest in and to such Cash Award and in and to all other Cash Awards
to which such Participant would otherwise be entitled.
10.0 PERFORMANCE-BASED AWARDS
10.1 IN GENERAL. The Committee, in its sole discretion, may designate Cash Award
Targets granted under the Plan as Performance-Based Awards (as defined
below) if it determines that such compensation might not be tax deductible
by the Company due to the deduction limitation imposed by Code Section
162(m). Accordingly, a Cash Award Target granted under the Plan may be
granted in such a manner that the compensation attributable to such Award
is intended by the Committee to qualify as "performance-based compensation"
(as such term is used in Code Section 162(m) and the Treasury Regulations
thereunder) and thus be exempt from the deduction limitation imposed by
Code Section 162(m) ("Performance-Based Awards").
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10.2 QUALIFICATION OF PERFORMANCE-BASED AWARDS. Cash Award Targets shall only
qualify as Performance-Based Awards under the Plan if the following
conditions are satisfied (to the extent necessary to meet the requirements
of Code Section 162(m)):
(a) at the time of grant the Committee is comprised solely of two or more
"outside directors" (as such term is used in Code Section 162(m) and
the Treasury Regulations thereunder);
(b) such Cash Award Target is subject to the achievement of a performance
goal or goals based on one or more of the performance measures
specified in Section 10.3 below;
(c) the Committee establishes in writing the objective performance-based
goals applicable to a given Performance Cycle no later than 90 days
after the commencement of such Performance Cycle (but in no event
after 25 percent of such Performance Cycle has elapsed);
(d) no compensation attributable to a Performance-Based Award will be paid
to or otherwise received by a Participant until the Committee
certifies in writing that the performance goal or goals (and any other
material terms) applicable to such Performance Cycle have been
satisfied;
(e) after the establishment of a performance goal, the Committee shall not
revise such performance goal (unless such revision will not disqualify
compensation attributable to the Cash Award Target as
"performance-based compensation" under Code Section 162(m)) or
increase the amount of compensation payable with respect to such Cash
Award Target upon the attainment of such performance goal;
(f) the Plan or Cash Award Target has been approved by the Company's
shareholders in accordance with Treasury Regulation Section
1.162-27(e)(4); and
(g) after the satisfaction of any other requirements necessary for such
award to qualify as "performance-based compensation" under Code
Section 162(m).
10.3 PERFORMANCE MEASURES. The Committee may use the following performance
measures (either individually or in any combination) to set performance
goals with respect to Cash Award Targets intended to qualify as Performance
Based Awards: 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 shareholders, comparisons with various stock market
indices; increase in number of customers; and/or reductions in costs.
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10.4 STOCKHOLDER RE-APPROVAL. As required by Treasury Regulation Section
1.162-27(e)(4)(vi), the material terms of performance goals as described in
this Section 10 shall be disclosed to and re-approved by the Company's
stockholders no later than the first stockholder meeting that occurs in the
5th year following the year in which the Company's stockholders previously
approved such performance goals.
11.0 MISCELLANEOUS
11.1 NON-ASSIGNABILITY. Cash Awards under the Plan shall not be subject in any
manner to alienation, anticipation, sale, transfer (except by will or the
laws of descent and distribution), assignment, pledge, or encumbrance, nor
shall any Cash Award be payable to anyone other than the Participant to
whom it was granted, or in the case of death, to the Participant's legal
representative.
11.2 WITHHOLDING TAXES. The Company shall be entitled to deduct from any payment
of Cash Awards under the Plan the amount of all applicable taxes required
by law to be withheld with respect to such payment.
11.3 AMENDMENT OR TERMINATION OF PLAN. The Board may suspend or terminate the
Plan at any time with or without prior notice; provided, however, that such
suspension or termination shall not become effective until after the end of
the 120-day period following the completion of the Performance Cycle in
which the action to suspend or terminate the Plan is taken. In addition,
the Board may, from time to time and with or without prior notice, amend
the Plan in any manner; provided, however, that such amendment shall not
adversely affect any Participant with respect to the Performance Cycles
commencing prior to the date such action is taken or becomes effective
without his/her prior written consent.
11.4 GOVERNING LAW. The Plan shall be governed by and construed in accordance
with the laws of the State of Delaware without reference to principles of
conflict of laws, except to the extent superseded by applicable federal
law.
11.5 TENURE. A Participant's right, if any, to continue to serve the Company as
a director, officer, employee, or otherwise, shall not be enlarged or
otherwise affected by his or her designation as a participant under the
Plan.
11.6 NO RIGHT, TITLE, OR INTEREST TO OR IN COMPANY ASSETS. Participants shall
have no right, title, or interest whatsoever to or in any investments that
the Company may make to aid it in meeting its obligations under the Plan.
Nothing contained in the Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or
a fiduciary relationship between the Company and the Participant or his or
her beneficiary, legal representative or any other person. To the extent
that any person acquires a right to receive payments from the Company under
the Plan, such right shall be no greater than the right of an unsecured
general creditor of the Company. All payments to be made herewith shall be
paid from the general funds of the Company and no special or separate fund
shall be established and no segregation of assets shall be made to assure
payment of such amounts; provided, however, that the Company may, in its
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discretion, establish a grantor trust as defined in Code section 671 to pay
benefits earned under this Plan. The establishment of such a trust shall
not relieve the Company of its obligations hereunder except to the extent
payments actually are made from such trust to a Participant for benefits
payable pursuant to this Plan. The Plan is not intended to be subject to
the Employee Retirement Income Security Act of 1974, as amended.
11.7 NO GUARANTEE OF TAX CONSEQUENCES. No person connected with the Plan in any
capacity, including, but not limited to, the Company and any of its
subsidiaries or parent and their directors, officers, agents and employees
makes any representation, commitment, or guarantee that any tax treatment,
including, but not limited to, federal, state and local income, estate and
gift tax treatment, will be applicable with respect to amounts deferred
under the Plan, or paid to or for the benefit of the Participant under the
Plan, or that such tax treatment will apply to or be available to the
Participant on account of participation in the Plan.
11.8 [reserved]
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