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Exhibit 10.10
AMENDMENT NO. 1 TO CORN PRODUCTS INTERNATIONAL, INC.
EXECUTIVE SEVERANCE AGREEMENT
Amendment No. 1, dated as of March 1, 2001 (this "Amendment"), to
Agreement made as of _________, ____ (the "Severance Agreement") by and between
Corn Products International, Inc., a Delaware corporation (the "Company"), and
_______________ (the "Executive").
WHEREAS, the Company and the Executive have heretofore entered into the
Severance Agreement;
WHEREAS, the Board of Directors of the Company has determined that
modifying the definition of "Change in Control" in the Severance Agreement is in
the best interests of the Company and its stockholders; and
WHEREAS, the Company and the Executive desire to amend the Severance
Agreement as set forth below;
NOW, THEREFORE, in consideration of the foregoing, the parties agree as
follows:
Section 1(i) of the Severance Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:
(i) For purposes of this Agreement, a "Change in Control" shall mean:
(1) the acquisition by any individual, entity or group (a "Person"), including
any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), of beneficial
ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act,
of 15% or more of either (i) the then outstanding shares of common stock of the
Company (the "Outstanding Common Stock") or (ii) the combined voting power of
the then outstanding securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Voting Securities"); excluding, however,
the following: (A) any acquisition directly from the Company (excluding any
acquisition resulting from the exercise of an exercise, conversion or exchange
privilege unless the security being so exercised, converted or exchanged was
acquired directly from the Company), (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or (D)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i), (ii) and (iii) of subsection (3) of this definition; provided
further, that for purposes of clause (B), if any Person (other than the Company
or any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company) shall become the
beneficial owner of 15% or more
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of the Outstanding Common Stock or 15% or more of the Outstanding Voting
Securities by reason of an acquisition by the Company, and such Person shall,
after such acquisition by the Company, become the beneficial owner of any
additional shares of the Outstanding Common Stock or any additional Outstanding
Voting Securities and such beneficial ownership is publicly announced, such
additional beneficial ownership shall constitute a Change in Control;
(2) individuals who, as of the beginning of any consecutive two-year period
constitute the Board of Directors (the "Incumbent Board") cease for any reason
to constitute at least a majority of such Board; provided that any individual
who subsequently becomes a director of the Company and whose election, or
nomination for election by the Company's stockholders, was approved by the vote
of at least a majority of the directors then comprising the Incumbent Board
shall be deemed a member of the Incumbent Board; and provided further, that any
individual who was initially elected as a director of the Company as a result of
an actual or threatened election contest, as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act, or any other actual or
threatened solicitation of proxies or consents by or on behalf of any Person
other than the Board shall not be deemed a member of the Incumbent Board;
(3) the consummation of a reorganization, merger or consolidation of the Company
or sale or other disposition of all or substantially all of the assets of the
Company (a "Corporate Transaction"): excluding, however, a Corporate Transaction
pursuant to which (i) all or substantially all of the individuals or entities
who are the beneficial owners, respectively, of the Outstanding Common Stock and
the Outstanding Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the combined voting
power of the outstanding securities of such corporation entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Corporate Transaction (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or indirectly) in
substantially the same proportions relative to each other as their ownership,
immediately prior to such Corporate Transaction, of the Outstanding Common Stock
and the Outstanding Voting Securities, as the case may be, (ii) no Person (other
than: the Company; any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company; the
corporation resulting from such Corporate Transaction; and any Person which
beneficially owned, immediately prior to such Corporate Transaction, directly or
indirectly, 15% or more of the Outstanding Common Stock or the Outstanding
Voting Securities, as the case may be) will beneficially own, directly or
indirectly, 25% or more of, respectively, the outstanding shares of common stock
of the corporation resulting from such Corporate Transaction or the combined
voting power of the outstanding securities of such corporation entitled to vote
generally in the election of directors and (iii) individuals who were members of
the Incumbent Board will constitute at least a majority of the members of the
board of directors of the corporation resulting from such Corporate Transaction;
or (4) the consummation of a plan of complete liquidation or dissolution of the
Company.
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IN WITNESS WHEREOF, the parties have executed this Amendment on the day and
year first above written.
CORN PRODUCTS INTERNATIONAL, INC.
By:
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James J. Hirchak, Vice President,
Human Resources
EXECUTIVE
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