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EXHIBIT 10.12
[CORN PRODUCTS LETTERHEAD]
CONFIDENTIAL
December 12, 1997
Mr. Eugene Northacker
P.O. Box 993
Wolfboro, NH 03894
Dear Gene:
I am writing to convey information concerning your status with Corn
Products International effective January 1, 1998. Since you have elected
not to relocate to our now Chicago headquarters, the established location for
your position, and instead will work from your home in New Hampshire, several
matters must be addressed.
You are an important member of Corn Products' management team and are
expected to participate in the management and development of the company. While
working from your home in New Hampshire is acceptable for a limited period of
time, it is not practical for the long term. We, therefore, can accommodate
your "working from home" on a transitional basis only.
This transitional arrangement will be provided for a period of two years
beginning on January 1, 1998 and concluding December 31, 1999. If you have not
elected to relocate to Illinois at the end of the transition period your
employment with Corn Products International will be terminated. At that time
you will receive a severance package from Corn Products which includes salary
continuation of two weeks pay for each completed year of service (including
service with CPC) up to a maximum of fifty two weeks pay and continuation in
Corn Products International's benefits programs excluding LTD coverage and
short-term disability (Medical Leave). During the period of salary continuation
you will receive service credits in Cash Balance Retirement Plan in addition to
credits to your Retiree Health Spending Account. You would be entitled to
accrued vacation benefits. Since you are retirement eligible you can commence
receiving your retirement benefits at the conclusion of the severance period
per the provisions of the Corn Products International Cash Balance and the
Retiree Health Care Spending Account plan design.
Phone: 708-563-6910
Fax: 708-563-6842
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Ninety days prior to the end of the transition period Corn Products
reserves the right, with your approval, to extend the transition period
for another year under the same terms and conditions. During the transition
period you are expected to continue to satisfy the requirements of your current
position.
Corn Products International reserves the right to terminate this
transitional arrangement, and your employment with Corn Products
International, at any time and for any reason, but not limited to changing
needs of the business or poor job performance. Nothing contained herein should
be interpreted as guaranteeing employment for a particular duration.
If you decide not to accept this transitional arrangement, your
employment with CPC will terminate on December 31, 1997. You will then be
provided the severance pay outlined above and you will continue your
participation in CPC's benefits programs, excluding LTD coverage and short-term
disability (Medical Leave). You would not be entitled to any 1999 vacation
benefits. At the completion of your severance period your retirement would
commence through CPC's Retirement program.
To indicate our understanding of the terms outlined in this memorandum
and to signify your agreement, please check the appropriate space, sign and
return this document to me by December 19, 1997. In the meantime, please do not
hesitate to call me or Jim Hirchak at 708-583-6807 should you have any
questions.
Thank you for your ongoing support.
Sincerely,
/s/ Konrad Schlatter
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Konrad Schlatter
Chairman and Chief Executive
Officer
__X__ I accept the terms of this transitional arrangement and intend to work
for Corn Products International per the provisions in this memo.
_____ I am unable to accept the terms of this transitional arrangement. I
understand that my employment with CPC International will be
terminated effective December 31, 1997.
/s/ Eugene Northacker 12/16/97
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Signature Date