FORM OF
EMPLOYEE BENEFITS AGREEMENT
---------------------------
This EMPLOYEE BENEFITS AGREEMENT (the "Agreement") is made as of
_____________, 1997, by and between CPC International Inc., a
Delaware corporation ("CPC"), and Corn Products International,
Inc., a Delaware corporation ("Corn").
W I T N E S S E T H:
WHEREAS, Corn is presently a wholly-owned subsidiary of CPC; and
WHEREAS, it is intended that CPC will transfer to Corn in
exchange for stock all of CPC's assets comprising its worldwide
corn refining business, followed by the distribution by CPC of
such Corn stock to CPC's shareholders (the "Distribution"); and
WHEREAS, CPC and Corn desire to set forth their
understanding regarding their respective rights and obligations
concerning certain employee benefit and related matters relative
to plans, programs and practices currently maintained by CPC for
the benefit of its employees and former employees;
NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained in this Agreement, the parties
hereby agree as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.1. Definitions. As used in this Agreement, the
following terms shall have the meanings stated below. Such
meanings shall be equally applicable to the singular and plural
forms of the terms defined.
"Code" means the Internal Revenue Code of 1986, as amended,
including any comparable successor legislation.
"Corn Employee" means an individual who is an employee of
Corn, Enzyme Bio-Systems Ltd., or any other U.S. subsidiary of
Corn on the Coverage Date.
"Corn Stock" means the common stock of Corn, par value $.01.
"Coverage Date" means the day following the Distribution Date.
"CPC Employee" means an individual who is an employee of
CPC or any of its subsidiaries or affiliates on the Coverage
Date.
"CPC Stock" means the common stock of CPC, par value $.25 per share.
2
"Distribution Date" means the date on which the Distribution occurs.
"ERISA" means the Employee Retirement Income Security Act
of 1974, as amended, including any comparable successor
legislation.
ARTICLE 2
PENSION PLANS
SECTION 2.1 Salaried Employees. Effective as of the
Coverage Date, Corn shall adopt the Corn Products International,
Inc. Salaried Employees Pension Plan (the "Corn Pension Plan"),
which shall be a defined benefit plan designed to qualify under
Section 401(a) of the Code, and the Corn Products International,
Inc. Master Trust (the "Corn Master Trust"), which shall be a
trust exempt from taxation under Section 501(a) of the Code. The
Corn Pension Plan shall include provisions recognizing service of
covered Corn Employees with CPC prior to the Coverage Date for
all plan purposes. Subject to the conditions set forth in Section
2.3, as soon as practicable after the Coverage Date, CPC shall
cause the trustee of the CPC International Inc. Master Trust (the
"Master Trust") to transfer to the trustee of the Corn Master
Trust the amount of $48,000,000 (in a combination of cash,
securities and other property, as agreed by CPC and Corn), which
represents the present value of the accrued benefits as of
September 30, 1997 of the Corn Employees who on the Distribution
Date were participants in the CPC International Inc.
Non-Contributory Retirement Income Plan for Salaried Employees
(the "CPC Pension
3
Plan"); provided, however, that such $48,000,000 shall be
adjusted by CPC's independent actuary if a significant difference
would arise as a result of (i) differences in the number of
individuals who become Corn Employees from the number projected
to become Corn Employees as of September 30, 1997, or (ii) any other
variations from the assumptions used by such actuary to compute
such $48,000,000 amount.
SECTION 2.2 Hourly Employees. (a) Effective as of the
Coverage Date, Corn shall adopt the Corn Products International,
Inc. Hourly Employees Retirement Income Plan (the "Corn Hourly
Plan"), which shall be a defined benefit plan designed to qualify
under Section 401(a) of the Code. The Corn Hourly Plan shall be
substantially identical to the CPC International Inc. Hourly
Employees Retirement Income Plan, Supplement H (Corn Products
OCAW/IAM) (the "CPC Hourly Plan"), and shall include provisions
recognizing service of covered Corn Employees with CPC prior to
the Coverage Date for all plan purposes. Subject to the
conditions set forth in Section 2.3, as soon as practicable after
the Coverage Date, CPC shall cause the trustee of the Master
Trust to transfer to the trustee of the Corn Master Trust an
amount (in a combination of cash, securities and other property,
as agreed by CPC and Corn) determined by CPC's independent
actuary to be equal to the present value of the accrued benefits
of the Corn Employees who on the Distribution Date were
participants in the CPC Hourly Plan.
(b) After the Distribution Date, CPC shall continue to
maintain the CPC International Inc. Hourly Employees Retirement
Income Plan, Supplements I
4
(Discontinued) and K (Frozen OCAW/IAM) and the CPC International
Inc. Supplemental Benefits Plan (OCAW, AFGM, IAM Acme Resin), for
the benefit of those individuals covered under such plans.
SECTION 2.3 Asset Transfers. Each transfer of assets
provided for in Sections 2.1 and 2.2 shall occur as soon as
practicable following the latest to occur of (a) the Coverage
Date, (b) the establishment of each of the Corn Pension Plan and
Corn Hourly Plan, (c) for each such Plan, the filing of a
favorable determination letter application with the Internal
Revenue Service and a written commitment from Corn to exert its
best efforts to obtain such a favorable determination letter, and
(d) the expiration of 30 days after CPC and Corn have filed Form
5310-A, if necessary, with the Internal Revenue Service for each
transfer. As a condition to the receipt of such an asset transfer
by the Corn Master Trust, Corn shall cause each of the Corn
Pension Plan and Corn Hourly Plan, as applicable, to assume and
covenant to fully perform, pay and discharge all obligations and
liabilities of CPC and each of the CPC Pension Plan and the CPC
Hourly Plan, as applicable, for and with respect to the accrued
benefits under each of the CPC Pension Plan and the CPC Hourly
Plan of those CPC Pension Plan and CPC Hourly Plan participants
whose accrued benefits are so received by the Corn Pension Plan
and the Corn Hourly Plan, respectively.
SECTION 2.4 Excess Plan. Effective as of the Coverage Date,
Corn shall adopt a plan similar to the CPC International Inc.
Excess Pension Plan (the "Excess Pension
5
Plan"). Such plan shall include provisions recognizing service of
covered Corn Employees with CPC prior to the Coverage Date for
all plan purposes. The liability for accrued benefits of covered
Corn Employees under the Excess Pension Plan shall be transferred
to and recognized by the Corn plan contemplated by this Section
2.4.
ARTICLE 3
SAVINGS PLANS
SECTION 3.1 Salaried Employees. (a) Effective as of the
Coverage Date, Corn shall adopt (i) the Corn Products
International, Inc. Retirement/Savings Plan for Salaried
Employees (the "Corn Savings Plan"), which shall be a defined
contribution savings plan designed to qualify under Section
401(a) of the Code and to preserve "protected benefits," within
the meaning of Section 411(d)(6) of the Code, accrued by
participants under the CPC International Inc.
Savings/Retirement Plan for Salaried Employees (the "CPC
Savings Plan") as of the Distribution Date, and (ii) the Corn
Products International, Inc. Retirement/Savings Plan Trust (the
"Corn Savings Trust"), which shall be a trust exempt from
taxation under Section 501(a) of the Code. The Corn Savings
Plan shall include provisions recognizing service of covered
Corn Employees with CPC prior to the Coverage Date for all plan
purposes.
(b) Subject to the conditions set forth in clause (c)
below, as soon as practicable after the Distribution Date, Corn
shall request that CPC cause a spin off and
6
transfer from the CPC International Inc. Savings/Retirement Plan
for Salaried Employees Trust and the CPC International Inc.
Employee Stock Ownership Trust (the "ESOP Trust") to the Corn
Savings Trust of an amount equal to the aggregate account
balances, as of the date of any such transfer, of those CPC
Savings Plan participants who become Corn Employees. The transfer
from such CPC Trusts shall be in kind (including any participant
loans held by the CPC Savings Plan with respect to Corn
Employees); provided, however, that (i) the transfer from the
ESOP Trust may be made in cash or CPC Stock, or a combination
thereof, as agreed by CPC and Corn and (ii) CPC and Corn may
agree for a transfer in another form (including, for example, an
amount in cash representing pre-Distribution contributions of
Corn Employees to the CPC Savings Plan which have not yet been
invested in accordance with participant elections under the CPC
Savings Plan).
(c) The transfer of assets shall occur as soon as
practicable following the latest to occur of (a) the Coverage
Date, (b) the establishment of the Corn Savings Plan, (c) the
filing of a favorable determination letter application with the
Internal Revenue Service and a written commitment from Corn to
exert its best efforts to obtain such a favorable determination
letter, and (d) the expiration of 30 days after CPC and Corn have
filed Form 5310-A, if necessary, with the Internal Revenue
Service. As a condition to the receipt of such an asset transfer
by the Corn Savings Trust, Corn shall cause the Corn Savings Plan
to assume and covenant to fully perform, pay and discharge all
obligations and liabilities of CPC and the CPC Savings Plan for
and with respect to the account
7
balances under the CPC Savings Plan of those CPC Savings Plan
participants whose account balances are so received by the Corn
Savings Plan.
SECTION 3.2 Hourly Employees. Effective as of the Coverage
Date, Corn shall adopt the CPC International Inc. Corn Products
Division Savings/Retirement Plan for Hourly Employees (Corn
Products OCAW/IAM) as the primary sponsor and CPC shall withdraw
its sponsorship of such Plan. As soon as practicable thereafter,
and effective as of the Coverage Date, Corn shall amend such Plan
in all aspects consistent with such change of sponsorship, such
as the name of the plan and the definition of the Employer
therein.
SECTION 3.3 Excess Plan. Effective as of the Coverage Date,
Corn shall adopt a plan similar to the CPC International Inc.
Excess Savings Plan (the "Excess Savings Plan"). Such plan shall
include provisions recognizing service of covered Corn Employees
with CPC prior to the Coverage Date for all plan purposes. The
liability for accrued benefits of covered Corn Employees under
the Excess Savings Plan shall be transferred to and recognized by
the Corn plan contemplated by this Section 3.3.
ARTICLE 4
WELFARE PLANS
8
SECTION 4.1 Salaried Plans. (a) CPC currently maintains the
CPC International Inc. Salaried Employees Health Care Plan (the
"Medical Plan"), the CPC International Inc. Salaried Employees
Long Term Disability Income Plan (the "LTD Plan"), the CPC
International Inc. Flexible Spending Plan (the "Flex Plan") and
the CPC International Inc. Salaried Employees Life Insurance Plan
(the "Life Insurance Plan"), all of which are "welfare benefit
plans," within the meaning of Section 3(1) of ERISA. Effective as
of the Coverage Date, Corn shall (i) establish or otherwise make
available employee welfare benefit plans (the "Replacement
Welfare Benefit Plans") providing generally comparable medical,
disability, flexible spending and life insurance benefits (such
comparability to include, without limitation, consideration of
existing employee profiles and geographic locations of
employment) to Corn Employees who were participants under the
aforementioned CPC Plans, (ii) provide that such employees shall
be eligible for immediate participation in the Replacement
Welfare Benefit Plans with no interruption of coverage, and (iii)
credit the period of coverage under such CPC Plans towards any
preexisting condition limitations under the Replacement Welfare
Benefit Plans. The Replacement Welfare Benefit Plans shall be
structured in a manner to eliminate any obligation by CPC to
provide continuation of coverage as contemplated in Section 4980B
of the Code and Sections 601 through 608 of ERISA with respect to
Corn Employees (and their qualified beneficiaries) after the
Distribution Date. CPC shall retain liability for and shall pay
when due all benefits attributable to claims incurred by all Corn
Employees prior to the Coverage Date.
9
(b) The medical plan adopted by Corn shall provide
continued access after retirement to health care coverage for all
Corn Employees (and their dependents) who retire under the Corn
Pension Plan. On and after the Coverage Date, such individuals
will no longer be eligible to become Retired Employees (and their
dependents will no longer be eligible to become Eligible
Dependents) under the Medical Plan.
SECTION 4.2 Hourly Plans. (a) CPC currently maintains
certain insured "welfare benefit plans," within the meaning of
Section 3(1) of the ERISA, for the benefit of hourly-paid
employees of the Corn Products division of CPC. Effective as of
the Coverage Date, CPC shall withdraw as the primary sponsor and
Corn shall assume the position of primary sponsor under each of
such plans, subject to any required consent of the insurer paying
benefits under the plan.
(b) Effective as of the Coverage Date, Corn shall adopt the
Corn Products (Argo, Illinois) Cafeteria Plan as the primary
sponsor and CPC shall withdraw its sponsorship of such Plan. As
soon as practicable thereafter, and effective as of the Coverage
Date, Corn shall amend such Plan in all aspects consistent with
such change of sponsorship.
SECTION 4.3 Severance Plans. The Distribution shall not
constitute a severance or a termination of employment under the
CPC International Inc. Severance Pay Plan for Salaried Employees
or the CPC International Inc. Special Severance Program for Salaried
10
Employees and shall not entitle any Corn Employee to benefits
under either of such severance plans.
SECTION 4.4 Vacation Pay. Effective on the Distribution
Date, Corn shall assume as to the Corn Employees all accrued
liabilities (whether vested or unvested, and whether funded or
unfunded) for vacation pay and shall be solely responsible for
the payment of such vacation pay to Corn Employees after the
Distribution Date.
SECTION 4.5 Transition Provisions. (a) Liability for
Claims. Except as otherwise provided herein, after the
Distribution Date, CPC shall retain and be responsible for, or
cause its insurance carriers or Health Maintenance Organizations
to be responsible for, all liabilities and obligations related to
claims incurred through, but not after, the Distribution Date
under the Medical Plan, the LTD Plan, the Flex Plan, and the
Life Insurance Plan in respect of any Corn Employee (whether such
claims are asserted before or after the Distribution Date) and
Corn shall have no liability or obligation with respect thereto.
CPC shall retain any funds remaining on the Distribution Date in
the Flex Plan to pay for any claims incurred under such Plan on
or prior to the Distribution Date. After all such claims have
been paid, CPC shall be entitled to retain any remaining funds in
the Flex Plan, to be used consistent with the purposes of such
Plan.
(b) LTD Plan. An individual who is Totally Disabled under
the LTD Plan (as defined therein) on the Distribution Date and
who would become a Corn Employee if he
11
or she was in active employment on the Coverage Date (as mutually
agreed by CPC and Corn) shall continue to receive benefits under
the LTD Plan after the Distribution Date for so long as such
individual remains Totally Disabled. At such time as such
individual is no longer Totally Disabled, such individual shall
not be eligible to become a CPC Employee, CPC shall have no
further liability to him or her, and, consistent with the
requirements of applicable law, Corn shall determine whether such
individual shall become a Corn Employee.
(c) Medical Leave. Effective on the Coverage Date, Corn
shall assume sole responsibility for all payments to Corn
Employees who are on medical leave from CPC and CPC shall have no
further liability or obligation with respect thereto.
SECTION 4.6 Executive Life Insurance Plan. Effective on the
Coverage Date, Corn shall establish an executive life insurance
plan (the "Replacement ELIP") substantially similar to the CPC
International Inc. Executive Life Insurance Plan (the "ELIP").
Corn shall allow each ELIP participant who becomes a Corn
Employee to participate in the Replacement ELIP; provided,
however, that such participation shall be conditioned upon that
participant's consent, within a reasonable time period after
request for such consent is made, to the assignment to Corn of
the Collateral Assignment executed in favor of CPC of the
insurance policy owned by the participant and subject to the
Participation Agreement entered into under the ELIP. CPC shall
assign to Corn its rights under such Collateral Assignment as to
any participant in the ELIP who becomes a
12
participant in the Replacement ELIP under the terms and
conditions set forth above. CPC shall terminate participation in
the ELIP by those participants who become Corn Employees
regardless of whether such a participant consents to the
assignment of such Collateral Assignment to Corn. In addition,
prior to the Distribution Date, CPC shall pay the 1998
employer-paid premium with respect to Corn Employees covered
under the Replacement ELIP.
ARTICLE 5
STOCK AND INCENTIVE COMPENSATION PLANS
SECTION 5.1 Corn Stock Plans. Effective as of the Coverage
Date, Corn shall establish the Corn Products International, Inc.
Stock Incentive Plan (the "Corn Stock Plan") pursuant to which
options to purchase Corn Stock may be granted ("Corn Stock
Option"), grants of shares of restricted Corn Stock may be made
("Corn Restricted Stock"), and other equity-based rights may be
granted to, among others, Corn Employees who held rights on the
Distribution Date under the CPC International Inc. 1984 and 1993
Stock and Performance Plans (the "CPC Stock Plans").
(a) Corn Stock Options. Each Corn Employee who holds an
unexercised option to purchase CPC Stock under the CPC Stock
Plans ("CPC Stock Option") at the Distribution shall receive Corn
Stock Options from Corn in substitution of such unexercised CPC
Stock Options in accordance with the following formula: (i)
Number of shares: The total number of substituted Corn Stock
Options granted shall equal the pre-
13
Distribution number of CPC Stock Options multiplied by a
fraction, the numerator of which is the Pre-Distribution Date CPC
Market Price and the denominator of which is the
Post-Distribution Date Corn Market Price (the "Conversion
Fraction"). As used herein, the Pre-Distribution Date CPC Market
Price shall mean the average of the high and low prices of CPC
Stock on the New York Stock Exchange for each of the ten trading
days prior to the first day on which there is trading in CPC
Stock on a post-Distribution basis, and the Post-Distribution
Date Corn Market Price shall mean the average of the high and low
prices of Corn Stock on the New York Stock Exchange for each of
the ten trading days beginning on the first day on which there is
trading in Corn Stock on a post-Distribution basis. (ii)
Exercise price: The exercise price for the substituted Corn Stock
Options shall equal the pre-Distribution exercise price of CPC
Stock Options multiplied by a fraction, the numerator of which is
the Post-Distribution Date Corn Market Price and the denominator
of which is the Pre-Distribution Date CPC Market Price.
(b) Corn Restricted Stock. Each Corn Employee who holds an
outstanding grant of shares of restricted CPC Stock under the CPC
Stock Plans ("CPC Restricted Stock") at the Distribution shall
receive Corn Restricted Stock from Corn in substitution of such
CPC Restricted Stock. The amount of substituted Corn Restricted
Stock shall be determined by multiplying the number of shares of
CPC Restricted Stock by the Conversion Fraction. The Corn
Restricted Stock will be subject to restrictions identical to
those applicable to the CPC Restricted Stock, and shall be
released from restrictions at the same time and on the same
schedule as the CPC Restricted Stock, under the terms of
14
the restrictions to which the CPC Restricted Stock was subject,
except that Corn shall be substituted for CPC where the context
so requires.
(c) Fractional Shares. The computations required under
Sections 5.1(a)(i) and (b) shall be adjusted to the extent any
result is expressed in fractional shares. Any result expressed as
one-half of one share or more shall be rounded up to the next
whole number, and any result expressed as less than one-half of
one share shall be rounded down to the next whole number.
SECTION 5.2 Deferred Compensation Plan. Effective as of the
Coverage Date, Corn shall adopt the Corn Products International,
Inc. Deferred Compensation Plan (the "Corn Deferred Plan"). The
Corn Deferred Plan may provide similar post-Distribution benefits
to those provided under the CPC International Inc. Deferred
Compensation Plan (the "CPC Deferred Plan") and shall include
provisions recognizing service of covered Corn Employees with CPC
prior to the Coverage Date for all plan purposes. The liability
for benefits of covered Corn Employees under the CPC Deferred
Plan on the Distribution Date shall be transferred to and
recognized by the Corn Deferred Plan, and CPC shall transfer to
Corn as part of the Distribution the policies of insurance held
by CPC which are associated with the liabilities under the CPC
Deferred Plan.
SECTION 5.3 Deferred Stock Unit Plan. Effective as of the
Coverage Date, Corn shall adopt the Corn Products International,
Inc. Deferred Stock Unit Plan (the
15
"Corn DSUP"), which shall assume all benefit liabilities as of
the Distribution Date under the CPC International Inc. Deferred
Stock Unit Plan (the "CPC DSUP"). Corn shall in its sole
discretion determine (a) whether the Corn DSUP shall provide
further deferrals to eligible Corn Employees with respect to
services rendered on and after the Coverage Date, (b) the type of
investments and choice of timing and form of benefit payments
under the Corn DSUP, and (c) all other terms and provisions of
the Corn DSUP.
SECTION 5.4 Annual Incentive Plans. CPC currently maintains
annual bonus plans in which employees of its Corn Products
division participate. For the year ended December 31, 1997, CPC
shall pay any amounts awarded under such plans by the CPC Board
of Directors to Corn Employees.
ARTICLE 6
UNION MATTERS
SECTION 6.1 Collective Bargaining Agreements. Effective as
of the Coverage Date, Corn shall assume all of CPC's obligations
and liabilities under the collective bargaining agreements
entered into by CPC with the Oil, Chemical and Atomic Workers
International Union, Local 7-507, and the International
Association of Machinists, District 8. Corn shall take all steps
and procedures necessary to secure any required acknowledgment or
agreement of the relevant labor unions.
16
ARTICLE 7
GENERAL PROVISIONS
SECTION 7.1 Service Credit. A Corn Employee who was an
employee of CPC or a CPC affiliate at the Distribution shall be
given credit for all years of service with CPC or any CPC
affiliate (to the extent such years of service were recognized by
CPC) performed on or prior to the Distribution Date with respect
to matters of employment generally, including vacation
eligibility and participation in employee benefit plans,
programs or practices, regardless of whether such service credit
is expressly provided for elsewhere in the Agreement as to any
particular employee benefit plan, program or practice.
SECTION 7.2 Amendment or Termination of Employee Benefit
Plans. Except as otherwise expressly provided herein, nothing in
this Agreement shall be construed as limiting the ability of CPC
or Corn, as applicable, in its sole discretion, to amend or
terminate any employee benefit plan, program or practice which it
now maintains or may hereafter establish at any time or for any
reason nor shall any provision of this Agreement be construed as
creating a right in any CPC Employee or Corn Employee under any
such plans, programs or practices which such Employee would not
otherwise have under the terms of the plans, program or practice
itself.
17
SECTION 7.3 Unfunded Liabilities. In connection with the
Distribution, and the undertakings and transfers of liabilities
set forth in Sections 2.4, 3.3, 4.1(b) and 5.3, the
Distribution-related financial accounting statements for each of
CPC and Corn shall appropriately reflect such transfers of
liabilities in relation to the pre-Distribution CPC accounting
treatment of the matters set forth in such Sections.
SECTION 7.4 Garnishments, Tax Levies, Child Support Orders,
and Wage Assignments. As the successor employer with respect to
each Corn Employee, Corn shall honor any payroll deductions with
respect to Corn Employees with garnishments, tax levies, child
support orders, or wage assignments in effect on the Distribution
Date and will continue to make payroll deductions and payments to
the authorized payee, as specified by the court or governmental
order which was filed with CPC.
SECTION 7.5 Retirees. Subject to Section 7.2 hereof and the
terms of the applicable plans, all retired individuals currently
participating in an applicable benefit plan sponsored by CPC
shall continue such participation after the Distribution,
regardless of whether such individual was employed by CPC's Corn
Products division, Enzyme Bio-System Ltd., or any other U.S.
subsidiary of CPC which is included in the Distribution, at the
time of his or her retirement.
SECTION 7.6 Cooperation and Further Assurances. Each party
covenants to cooperate fully with the other to ensure an orderly
transition of the matters contemplated
18
by this Agreement and to execute such additional instruments and
take such actions as may be reasonably requested by the other to
confirm, perfect or otherwise carry out the intent and purposes
of this Agreement. Such matters shall include, but are not
limited to, sharing of participant information as necessary to
facilitate administration of employee benefit plans, programs and
practices and the completion and filing of any forms or reports
required to be filed with the Internal Revenue Service,
Department of Labor, Pension Benefit Guaranty Corporation,
Securities and Exchange Commission, or other government entity.
SECTION 7.7 No Waiver. No failure by either party to insist
upon the strict performance of any term, covenant, condition or
provision of this Agreement, or to exercise any right or remedy
consequent upon an event of default hereunder, shall constitute a
waiver of any such default or of such term, covenant, condition
or provision or a waiver or relinquishment for the future of the
right to insist upon and to enforce by any appropriate legal
remedy a strict compliance with all the terms, covenants,
conditions and provisions of this Agreement, or of the right to
exercise any such rights or remedies, if any default by the other
party be continued or repeated. No breach of this Agreement shall
be waived except as set forth in a written instrument executed by
the party waiving such breach. No waiver of any breach shall
affect or alter this Agreement but every term, covenant,
condition and provision of this Agreement shall continue in full
force and effect with respect to any other existing or subsequent
breach hereof. Any failure on the
19
part of any party hereto to comply with any of its obligations
hereunder may be waived by the other party.
SECTION 7.8 Headings. The headings of the Sections of this
Agreement have been inserted solely for convenience of reference
and shall not constitute a part of this Agreement, nor shall they
affect its meaning, construction or effect.
SECTION 7.9 Amendment of Agreement. This Agreement may be
amended only by a written agreement duly executed by each of the
parties hereto.
SECTION 7.10 Applicable Law. This Agreement shall be
construed and enforced in accordance with the laws of the State
of New York to the extent not preempted by federal law.
SECTION 7.11 Multiple Counterparts. This Agreement may be
executed in multiple counterparts, each of which shall be
regarded for all purposes as an original constituting but one and
the same instrument.
SECTION 7.12 Severability. If any one or more of the
Sections, sentences or other portions of this Agreement shall be
determined by a court of competent jurisdiction to be invalid,
the invalidity of any such Section, sentence, or other portion of
this Agreement shall in no way affect the validity or
effectiveness of the remainder of this
20
Agreement, and this Agreement shall continue in force to the
fullest extent permitted by law.
SECTION 7.13 Assignments. Except as otherwise provided
herein, no party hereto shall give, assign or pledge its rights
under this Agreement without the consent of the other party.
SECTION 7.14 Notices; Demands; Requests. All notices,
demands and requests to be given or made hereunder to or by any
party shall be in writing and hand delivered or mailed by
registered or certified mail (return receipt requested) or sent
by any means of electronic message transmission with delivery
confirmed (by voice or otherwise) to the parties at the following
addresses and will be deemed given on the date on which such
notice is received:
(a) As to CPC:
X.X. Xxx 0000
Xxxxxxxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxx, XX 00000
Attention: Senior Vice President - Human Resources
(b) As to Corn:
21
X.X. Xxx 000
0000 Xxxxxx Xxxx
Xxxx, Xxxxxxxx 00000
Attention: Vice President - Human Resources
Any of such addressees and addresses may be changed at any
time upon written notice given in accordance with this Section to
the other party by the party effecting the change. Any time
periods commencing with notice prescribed by the terms of this
Agreement shall commence with the date of receipt of written
notice as provided under this Section.
SECTION 7.15 Survival of Covenants. All covenants set forth
herein shall survive the execution of this Agreement.
SECTION 7.16 Entire Agreement. This Agreement contains the
entire understanding of the parties with respect to the
transactions contemplated hereby and supersedes all other prior
and contemporaneous agreements, undertakings, negotiations,
discussions and representations, oral or written, between the
parties.
SECTION 7.17 Specific Performance. This Agreement and each
and every provision hereof shall be specifically enforceable.
Each party hereto upon the introduction and presentation to the
applicable court having jurisdiction over the matter of evidence
showing a material breach by the other party hereto shall be
entitled to
22
injunctive relief mandating specific performance. In addition,
each party shall have all of the rights and remedies conferred in
this Agreement or now or hereafter conferred at law or in equity,
which rights and remedies are cumulative.
SECTION 7.18 No Third Party Beneficiaries. This agreement
is not intended to, and does not, create any third party
contractual or other rights. No person or entity shall be deemed
to be a third party beneficiary with respect to the Agreement.
SECTION 7.19 Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective legal representatives, successors and assigns.
IN WITNESS WHEREOF, the parties to this Agreement have
caused their corporate names to be subscribed by officers duly
authorized as of the date first set forth above.
CPC International Inc.
By:______________________________
Name:____________________________
Title:___________________________
Corn Products International, Inc.
23
By:______________________________
Name:____________________________
Title:___________________________
24
