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EXHIBIT 10.15
CORN PRODUCTS INTERNATIONAL, INC.
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
1. PURPOSE AND ELIGIBILITY
The purpose of the Plan is to (i) provide for compensation in the form
of mandatorily deferred shares of Common Stock of the Company and to
provide the opportunity for participants to defer up to 100% of their
annual retainer and (ii) establish terms for such deferral. All directors
who are not, and have never been, employees of the Company shall be
eligible to participate in the Plan.
ADMINISTRATION
The Plan shall be administered by the Compensation and Nominating
Committee (the "Committee") of the Board of Directors. The members of the
Committee shall be appointed by the Board. The Committee shall have full
power and authority to interpret the terms of the Plan A and to adopt such
rules and procedures as it may deem advisable for the administration of the
Plan. The interpretation of the Plan, all actions taken under the Plan, and
the determination of all questions arising under the Plan shall be binding
and conclusive on all persons for all purposes.
The Committee may delegate to any officer or employee of the Company
the duty to act for the Committee. Neither the Committee or any member
thereof, nor any officer or employee of the Company, shall be liable for
any act, omission, interpretation, construction, distribution or
determination made in good faith in connection with the Plan. The members
of the Committee and the officers and employees of the Company shall be
entitled to indemnification by the Company in respect of any claim, loss,
damage or expense (including attorneys' fees) arising therefrom to the
fullest extent permitted by law.
3. STOCK COMPENSATION
Fifty percent (50%) of the annual retainer of the directors will be
paid in the form of mandatorily deferred shares of Common Stock which shall
be credited to each director's Deferred Stock Account as provided in
Section 4 and paid after resignation or retirement from the Board as
provided in Section 5.
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Each director who is eligible to participate in this Plan for a
calendar year may file an election to deter for such year the receipt of
either seventy-five percent (75%) or one hundred percent (100%) of the
director's annual retainer which shall be credited to each such director's
Deferred Stock Account as provided in Section 4 and paid after resignation
or retirement from the Board as provided in Section 5. Each deferral
election made hereunder shall be on a form provided by the Company and
filed with the Committee not later than the day immediately preceding the
first day of such calendar year. A director who first assumes office after
January 1 of any year may elect, prior to the earlier of (1) the first day
of the next calendar quarter and (2) the date of the first meeting such
director attends, to make such election for the remainder of such calendar
year. Any such election to defer may not be revoked or changed by the
director with respect to such calendar year, and shall remain effective for
each succeeding calendar year unless revoked or changed by the director
with respect to a succeeding calendar year prior to the commencement of
such succeeding calendar year.
4. DEFERRED STOCK ACCOUNT,
The Committee shall establish and maintain for each director a
Deferred Stock Account which shall be credited with an amount equal to
fifty percent (50%) or, if so elected by such director, seventy-five
percent (75%) or one hundred percent (100%), of the director's annual
retainer as of the date on which such retainer would have been paid to such
Director but for such mandatory deferral.
The number of phantom stock units which shall be credited to the
Deferred Stock Account in respect of the deferred annual cash retainer
shall be equal to the amount of such cash retainer which is deferred,
divided by the Fair Market Value (as defined below) of a share of Common
Stock as of the end of each calendar quarter or as of such other date on
which such retainer would have been paid to such director but for such
election. For purposes of this Plan, "Fair Market Value" shall mean the
average of the high and low prices of Common Stock on the New York Stock
Exchange on the date of the determination thereof as reported in The Wall
Street Journal as New York Stock Exchange Composite Transactions.
As of each date on which dividends are paid on the shares of Common
Stock, the Company shall credit to each Deferred Stock Account established
on its books pursuant to
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this section additional phantom stock units, the number of which shall be
determined by multiplying the amount of such dividends per share of Common
Stock by the number of phantom stock units then credited to such account,
and dividing the product thereof by the Fair Market Value of a share of
Common Stock on the applicable dividend payment date.
5. PAYMENT
Payment of a director's Deferred Stock Account shall be made at such
dates as may be determined by the Committee, but in no event earlier than
six months after resignation or retirement as a director nor later than ten
years thereafter. Payment of a director's Account may be made in cash or
shares of Common Stock, or any combination thereof, as the director shall
request subject to the approval of the Committee.
In the event of a director's death prior to receiving all payments due
under the Plan, the remaining amount shall be paid in a lump sum to the
beneficiary or beneficiaries designated by the director in a writing filed
with the Committee or, in the absence of an effective designation, to the
director's estate.
Any distribution in respect of a person who at the time of payment is
under legal disability or who is, in the judgment of the Committee, unable
to care for his or her affairs because of illness or accident, may be made
to the spouse or any child or personal representative of such person, or to
any other individual or entity deemed by the company to have incurred
expenses for such person. Any such distribution shall constitute a complete
discharge of the Company's obligation to make such distribution pursuant to
this Plan.
6. GRANTOR TRUST
The Company may establish an irrevocable grantor trust with an
independent trustee, which shall be a bank or trust company selected by
the Company, and transfer to the trustee of that trust shares of Common
Stock and cash or other assets in order to assist the Company in fulfilling
its payment obligations hereunder. The governing trust instrument must
require that the trustee shall establish a separate account in the trust
fund for each director, based on the contributions made by or for such
director, that all assets held in the trust shall remain available to
satisfy the claims of general creditors of the Company in case of
insolvency or bankruptcy and that the Company shall give
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timely written notice to the trustee of the insolvency or bankruptcy
of the Company.
7. NON-ASSIGNABILITY
The rights and interests of a director hereunder may not be assigned,
pledged or otherwise transferred except by will or the laws of descent and
distribution.
a. AMENDMENTS AND TERMINATION
The Board may at any time amend or terminate the Plan. No amendment or
termination shall alter or impair existing rights in respect of a
director's Account.
If the outstanding shares of Common Stock are changed by reason of any
stock dividend or split, recapitalization, merger, consolidation,
combination, exchange of shares, or other corporate chance, the Committee
shall make such substitutions or adjustments to the Deferred Stock Accounts
and the annual limitation on deferrals in Common Stock as it deems to be
equitable and consistent with the provisions contained herein.
9. GENERAL MATTERS
Common Stock and cash representing fractional shares of Common Stock
credited to Deferred Stock Accounts under the Plan will be paid at the
dates and in the manner provided for in Section 6 from the assets of the
grantor trust established under Section 7 and, to the extent the assets
herein are not sufficient or such a trust has not been established, from
the general assets of the Company. Prior to such payment, a director will
have no interest under the Plan in any specific asset of the Company or any
security interest in the assets of a grantor trust established under
Section 7. Until the establishment of such a trust, no certificates or
book-entry statements of ownership shall be issued for shares credited to a
director's Deferred Stock Account.
All expenses incurred in administering the Plan and a grantor trust
established under Section 7 will be paid by the Company.
10. SUCCESSORS AND ASSIGNS
The provisions of this Plan shall bind and inure to the benefit of the
Company, its successors and assigns and each
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Director who is a participant in this Plan and his or her beneficiaries
and successors.
11. GOVERNING LAW
This Plan shall be interpreted and construed in accordance with the
laws of the State of Illinois, without regard to principles of conflicts of
law.
Adopted: ________________________
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