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Severance Agreement

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Sectors: Food, Beverages and Tobacco
Governing Law: United States
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EXHIBIT 10


SEVERANCE AGREEMENT


Agreement, made this______ day of __________ , 19__ , by and between CPC INTERNATIONAL INC., a Delaware corporation (the "Company"), and _____________(the "Executive").


WHEREAS, the Executive is a key employee of the Company or a subsidiary of the Company as defined in Section l(ii) hereof ("Subsidiary"), and


WHEREAS, the Board of Directors of the Company (the "Board") considers the maintenance of a sound management to be essential to protecting and enhancing the best interests of the Company and its stockholders and recognizes that the possibility of a change in control raises uncertainty and questions among key employees and may result in the departure or distraction of such key employees to the detriment of the Company and its stockholders; and


WHEREAS, the Board wishes to assure that it will have the continued dedication of the Executive and the availability of the Executive's advice and counsel notwithstanding the possibility, threat or occurrence of a bid to take over control of the Company, and to induce the Executive to remain in the employ of the Company or a Subsidiary; and 2
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WHEREAS, the Executive is willing to continue to serve the Company and its Subsidiaries taking into account the provisions of this Agreement;


NOW, THEREFORE, in consideration of the foregoing, and the respective covenants and agreements of the parties herein contained, the parties agree as follows:


1. Change in Control. Benefits shall be provided under Section 3 hereof only in the event there shall have occurred a "Change in Control," as such term is defined below, and the executive's employment by the Company and its Subsidiaries shall thereafter have terminated in accordance with Section 2 below within the period beginning on the date of the "Change in Control" and ending on the second anniversary of the date of the Change in Control (the "Protection Period"). If any Protection Period terminates without the Executive's employment having terminated, any subsequent "Change in Control" shall give rise to a new Protection Period. No benefits shall be paid under Section 3 of this Agreement if the Executive's employment terminates outside of a Protection Period. 3
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(i) For purposes of this Agreement, a "Change in Control" shall mean the occurrence of any of the following events:


(A) any person (within the meaning of Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended) ("Person") (but
excluding the Company, a Subsidiary, or a trustee or other fiduciary
holding securities employee benefit plan or employee stock plan of the
Company or a Subsidiary) becomes, directly or indirectly, the
"beneficial owner" (as defined in Rule 13d-3 under the Securities
Exchange Act of l934, as amended) of 15% or more of the combined
voting power of the then outstanding voting securities entitled to
vote generally in the election of directors ("Voting Securities") of
the Company, provided, however, that there shall be excluded, for this
purpose, any acquisition of Voting Securities either from the Company
or pursuant to a Stock Combination (as defined hereinafter); or


(B) any Person commences a tender offer or exchange offer
which, if successful, would result in such Person becoming the
"beneficial owner" of at least 15% of the outstanding Voting
Securities of the 4
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Company; provided, however, that the Board shall have the right to
delay the date on which a Change in Control shall be deemed to occur
pursuant to this clause (B), but in no event beyond the earlier of (a)
the date of the public announcement that the Board has determined to
recommend, or remain neutral toward, such offer, or (b) the earliest
date on which there is a purchase of any Voting Securities of the
Company pursuant to such offer; or


(C) durinq any period of two consecutive years individuals who
at the beginning of such period constitute the Board (including for
this purpose any new director whose election by the Board or
nomination for election by the Company's stockholders was approved by
a vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved (such
individuals and such new directors being "Continuing Directors") cease
for any reason to constitute a majority of the Board; or

5
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(D) the stockholders of the Company approve a merger,
consolidation, reorganization or sale of substantially all of the
assets of the Company ("Combination") with any other corporation or
legal person, other than a Combination which (a) is approved by a
majority of the directors of the Company who are Continuing Directors
at the time of such approval, and (b) would result in the Common Stock
of the Company outstanding immediately prior thereto remaining
outstanding or being converted into voting common stock, or its
equivalent, of either the surviving entity or the Person owning
directly or indirectly all the common stock, or its equivalent, of the
surviving entity which voting common stock, or its equivalent, is
listed on a registered United States national securities exchange or
is approved for quotation and trading on the National Association of
Securities Dealers Automated Quotation National Market System ("Stock
Combination"); or


(E) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets. 6
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(ii) For purposes of this Agreement, the term "Subsidiary"
shall mean any corporation in which the Company possesses directly or
indirectly fifty percent (50%) or more of the total combined voting
power of all classes of stock.


2. Termination Following Change in Control. The Executive shall be entitled to the benefits provided in Section 3 hereof upon any termination of his or her employment with the Company and its Subsidiaries within a Protection Period, except a termination of employment (a) because of his or her death, (b) because of a "Disability", (c) because of "Normal Retirement", (d) by the Company for "Cause", or (e) by the Executive other than for "Good Reason".


(i) Disability. The Executive's employment shall be deemed to
have terminated because of a "Disability" on the date on which the
Executive becomes eligible to receive long-term disability benefits
under the Company's Long-Term Disability Income Plan for Salaried
Employees, or a similar long-term disability plan of a Subsidiary, or
a successor to such Long-Term Disability Income Plan or to any such
similar plan which is applicable to the Executive. If the Executive is
not covered by the Company's Long-Term Disability Income Plan for
Salaried Employees or a similar or successor long-term disability
plan, the 7
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Executive shall be deemed to have terminated because of a "Disability"
on the date on which he or she would have become eligible to receive
long-term disability benefits if he or she were covered by the
Company's Long-Term Disability Income Plan for Salaried Employees.


(ii) Normal Retirement. The Executive's employment shall be
deemed to have terminated because of "Normal Retirement" if the
Executive's employment terminates on or after his or her "Normal
Retirement Date" as such term is defined in the Company's Non-
Contributory Retirement Income Plan for Salaried Employees, or a
similar pension plan of a Subsidiary, or a successor plan to such
Retirement Plan or to any such similar plan which is applicable to the
Executive. If the Executive is not covered by the Company's Non-
Contributory Retirement Income Plan for Salaried Employees or a
similar or successor pension plan, the determination of the
Executive's "Normal Retirement Date" shall be made by applying the
provisions of the Company's Non-Contributory Retirement Income Plan
for Salaried Employees as if the Executive were a Member of that Plan. 8
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(iii) Cause. Termination of the Executive's employment by the
Company or a Subsidiary for "Cause" shall mean termination by reason
of (A) the Executive's willful engagement in conduct which involves
dishonesty or moral turpitude in connection with his or her employment
and which either (1) results in substantial personal enrichment of the
Executive at the expense of the Company or any of its Subsidiaries, or
(2) is demonstrably and materially injurious to the financial
condition or reputation of the Company or any of its Subsidiaries or
(B) the Executive's willful violation of the provisions of the
confidentiality or non-competition agreement entered into between the
Company or any of its Subsidiaries and the Executive. An act or
omission shall be deemed "willful" only if done, or omitted to be
done, in bad faith and without reasonable belief that it was in the
best interest of the Company and its Subsidiaries. Notwithstanding
the foregoing, the Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered
to the Executive a written notice of termination from the Compensation
and Nominating Committee of the Board or any successor thereto (the
"Committee") after reasonable notice to the Executive and an
opportunity for the Executive, together with his or her counsel, to be
heard before the Committee, finding that, in the good faith opinion of 9
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such Committee, the Executive was guilty of conduct set forth above in
clause (A) or (B) of the first sentence of this subsection (iii) and
specifying the particulars in detail.


(iv) Without Cause. The Company or a Subsidiary may terminate
the employment of the Executive without Cause during a Protection
Period only by giving the Executive written notice of termination to
that effect. In that event, the Executive's employment shall terminate
on the last day of the month in which such notice is given (or such
later date as may be specified in such notice).


(v) Good Reason. Termination of employment by the Executive
for "Good Reason" shall mean termination within a Protection Period:


(A) if there has occurred a reduction by the Company
or a Subsidiary in the Executive's base salary in effect
immediately before the beginning of the Protection Period or
as increased from time to time thereafter;


(B) if the Company or a Subsidiary, without the
Executive's written consent, has required the Executive to be
relocated anywhere in excess of thirty-five (35) miles from
his or her office 10
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location immediately before the beginning of the Protection
Period, except for required travel on the business of the
Company or a Subsidiary to an extent substantially consistent
with the Executive's business travel obligations immediately
before the beginning of the Protection Period;


(C) if there has occurred a failure by the Company or
a Subsidiary to maintain plans providing benefits at least as
beneficial as those provided by any benefit or compensation
plan, retirement or pension plan, stock option plan; life
insurance plan, health and accident plan or disability plan in
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