▇▇▇▇▇ LIMITED
EQUITY INCENTIVE PLAN
AWARD AGREEMENT
- Notice of Restricted Stock Unit Grant -
Effective as of the Date of Grant set forth below, the Participant
named below is hereby awarded an Award of Restricted Stock Units (the "Award"or
"Restricted Stock Units") under the Bunge Limited Equity Incentive Plan (the
"Plan") covering the number of Restricted Stock Units set forth below, subject
to the terms and conditions of the Plan and this Award Agreement (this "Award
Agreement"). This Award Agreement consists of this Notice of Restricted Stock
Units Grant (the "Grant Notice") and the attached Terms and Conditions
Applicable to Restricted Stock Units (the "Terms and Conditions"). Defined terms
not explicitly defined in this Award Agreement but defined in the Plan shall
have the same definitions as in the Plan.
Participant Information:
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Name: Address:
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Summary of Restricted Stock Units Terms:
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Date of Grant: Restricted Stock Units Granted:
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Vesting Date:
See attached Terms and Conditions.
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The Participant and Bunge Limited, a company organized under the laws
of Bermuda, and any successor thereto ("Bunge"), agree that this Award is
granted under and subject to the terms and conditions of the Plan and this Award
Agreement, and that this Award is granted for no consideration other than the
Participant's services. The Participant acknowledges that he or she has reviewed
the Plan and this Award Agreement in their entirety and has had an opportunity
to obtain the advice of counsel and a qualified tax advisor prior to executing
this Award Agreement. The Participant hereby agrees to comply with the terms and
conditions of the Plan and this Award Agreement and accepts as binding,
conclusive and final all decisions or interpretations of the Board upon any
questions relating to the Plan and this Award Agreement.
The Participant indicates acceptance of this Award, subject to the
terms and conditions set forth in the Plan and the Award Agreement, by signing
this ▇▇▇▇▇ ▇▇▇▇▇▇ and returning it to the undersigned representative of Bunge no
later than [DATE]. If a signed copy of this Grant Notice is not received by such
date, this Award shall be void and of no force and effect.
BUNGE LIMITED PARTICIPANT
By: By:
--------------------------------- ----------------------------------
Name:
Title:
▇▇▇▇▇ LIMITED
EQUITY INCENTIVE PLAN
AWARD AGREEMENT
- Terms and Conditions Applicable to Restricted Stock Unit Grants -
1. Grant. Subject to the terms and conditions of the Plan and this
Award Agreement, Bunge has elected to grant the Participant this Award as of the
Date of Grant. Each Restricted Stock Unit shall entitle the Participant to
receive one Share, subject to the Participant's satisfaction of the terms and
conditions of the Plan and this Award Agreement.
2. Vesting of Restricted Stock Units.
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(a) Vesting Date. Subject to the other terms and conditions of the Plan
and this Award Agreement, this Award shall vest as to one-fourth (1/4) of the
aggregate number of Shares subject thereto on each of the first, second, third
and fourth anniversaries of the Date of Grant (each, a "Vesting Date"), provided
that the Participant remains in the continuous employment of the Company through
the applicable Vesting Date.
(b) Payment of Awards. Subject to Section 2(e) below, issuance of
Shares in settlement of the vested portion of an Award shall be made as soon as
practicable following the Vesting Date in whole Shares (rounded down to the
nearest whole Share). The number of Shares issued to a participant shall equal
the number of Shares underlying the vested portion of the Award receivable by
such Participant following the Vesting Date.
(c) No Rights as Shareholder. A Participant shall have no rights as a
shareholder with respect to any Award until Shares, if any, shall have been
issued to the Participant following the Vesting Date, and, except as expressly
provided herein or in the Plan, no adjustment shall be made for dividends or
distributions or other rights in respect of any Share for which the record date
is prior to the date on which the Participant shall become the registered holder
of such Shares.
(d) Dividend Equivalent Payments. Unless the Committee determines
otherwise and subject to Section 2(e) below, if the Company pays any cash or
other dividend or makes any other distribution in respect of the Shares
underlying the Award, the Company shall maintain a bookkeeping record to which
such amount of the dividend or distribution in respect to such Shares shall be
credited, at such time and in such manner as determined solely by the Committee,
to an account for the Participant and paid in whole Shares at the time the Award
is settled. Any fractional Shares which become payable at the time the Award is
settled shall be paid in cash.
(e) Election to Defer Value of Awards Prior to Vesting Date. In
accordance with such procedures established by the Committee from time to time,
in its sole discretion, the Participant may elect to defer receipt of all or a
portion of the Restricted Stock Unit in accordance with the terms of this
Section 2(e) (a "Deferral Election") pursuant to the terms of the deferred
compensation plan (the "Deferred Compensation Plan"), set forth on a deferral
election form that the Company may provide to the Participant at a later date
(the "Deferral Election Form"). In order to make a Deferral Election, the
Participant must complete and submit the Deferral Election Form in accordance
with the instructions included on such form by a date specified by the Chief
Personnel Officer in his sole discretion. Under the terms of the Deferral
Election, the Participant may irrevocably elect to defer all or a portion of his
Restricted Stock Units. Such Restricted Stock Units shall be credited
automatically, without any further
action on the Participant's part, to the Participant's account under the
Deferred Compensation Plan on the Vesting Date and shall be subject to the terms
of the Deferred Compensation Plan.
3. Termination of Employment.
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(a) Termination of Employment for Cause; Resignation of Employment for
any Reason. In the event that a Participant's employment is terminated by Bunge
for Cause or the Participant resigns his employment for any reason prior to the
Vesting Date, any unvested portion of the Award shall be cancelled and shall be
void as of the date of such termination.
(b) Termination of Employment without Cause. In the event that the
Participant's employment is terminated by Bunge without Cause prior to the
Vesting Date, a pro rata portion of the Award shall become immediately vested on
the date of such termination in an amount equal to the following:
(Y/X) x R, rounded down to the nearest whole Shares, where:
X= number of days from the date of grant until the date the Award would
have vested;
Y= number of days from the date of grant until the date of the
Participant's termination of employment; and
R= number of Shares subject to the Award (including any Shares added as
a consequence of dividend payments).
The unvested portion of the Award shall be cancelled and shall be void
as of the date of such termination.
(c) Termination of Employment Due to Death, Disability or Retirement.
In the event that a Participant's employment terminates prior to the Vesting
Date due to the Participant's death, Disability or Retirement, the Award shall
become immediately vested as of the date of such termination.
4. General Terms.
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(a) Transferability. The Award is not transferable by the Participant,
except by will or by the laws of descent and distribution or pursuant to a
domestic relations order, if applicable.
(b) Award Not a Service Contract. Neither this Award Agreement nor the
Award granted hereunder is an employment or service contract, and nothing in
this Award Agreement shall be deemed to create in any way whatsoever any
obligation on the part of the Participant to continue in the employ of the
Company or of the Company to continue the Participant's employment. In addition,
nothing in this Award Agreement shall obligate the Company or shareholders, the
Board, officers or employees of Bunge or any other entity constituting the
Company to continue any relationship that the Participant might have as a
director, advisor, employee or consultant for the Company.
(c) Withholding Obligations. The Company shall be entitled to require
the Participant, prior to delivery of any Shares, to remit to the Company an
amount sufficient to satisfy any U.S. federal, state, local and/or foreign
income tax, social or other applicable payroll tax withholding requirements. The
Company may, in its sole discretion, permit the Participant, after the delivery
of Shares to the Participant, to satisfy any U.S. federal, state, local and/or
foreign income tax, social tax or other applicable payroll taxes by directing
the Company to repurchase Shares that were issued to such
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Participant in accordance with all applicable laws and pursuant to any such
rules as the Committee may establish from time to time.
(d) Restrictive Covenants; Cooperation Obligations.
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(i) Confidentiality. The Participant understands and acknowledges
that in the course of his or her employment, the Participant shall have
access to and shall learn information proprietary to Bunge, its parent
companies and subsidiaries (individually and as a group, the "Bunge Group")
that concerns the technological innovations, operation and methodology of
the Bunge Group, including, without limitation, business plans, financial
information, protocols, proposals, manuals, clinical procedures and
guidelines, scientific data, computer source codes, programs, software,
know-how and specifications, copyrights, trade secrets, market information,
Developments (as hereinafter defined), data and customer information
(collectively, "Proprietary Information"). "Developments" shall mean all
data, discoveries, findings, reports, designs, inventions, improvements,
methods, practices, techniques, developments, programs, concepts and ideas,
whether or not patentable, relating to the present or planned activities,
or the products and services of the Bunge Group. The Participant hereby
agrees that during the period beginning on the Date of Grant and continuing
in perpetuity thereafter, the Participant shall keep confidential and shall
not disclose any such Proprietary Information to any third party, except as
required to fulfill his or her duties in connection with employment by the
Bunge Group, and shall not misuse, misappropriate or exploit such
Proprietary Information in any way. The restrictions contained herein shall
not apply to any information which (i) was already available to the public
at the time of disclosure, or subsequently became available to the public,
otherwise than by breach of this Award Agreement or (ii) the disclosure of
which was required by order of any court or administrative agency. Upon any
termination of the Participant's employment with the Bunge Group, the
Participant hereby agrees to return immediately to the Bunge Group all
Proprietary Information and copies thereof in the possession of the
Participant.
(ii) No Competing Employment. During the period beginning on the
Date of Grant and continuing until the end of the twelfth month following
the Participant's termination of employment for any reason with the Bunge
Group (such period to be referred to as the "Restricted Period"), the
Participant shall not, without the prior written consent of Bunge, directly
or indirectly, whether as owner, consultant, employee, partner, venturer,
or agent, through stock ownership, investment of capital, lending of money
or property, rendering of services, or otherwise (except ownership of less
than 5% of the number of shares outstanding of any securities which are
publicly traded), (A) compete with the Bunge Group, or (B) provide services
to, whether as an employee or consultant, or own, manage, operate, control,
participate in or be connected with (as a shareholder, partner, or any
similar owner) any corporation, firm, partnership, joint venture, sole
proprietorship or other entity which competes with the Bunge Group, except
for the aforementioned ownership of less than 5% of any publicly traded
securities. The Restricted Period shall be extended by the length of any
period during which the Participant is in breach of any of the terms of
this Section 4(d)(ii).
(iii) Restrictions on Solicitation. During the Restricted Period,
and except as required pursuant to the Participant's duties to the Bunge
Group in connection with the employment relationship, the Participant shall
not, directly or indirectly: (i) solicit or contact any customer of the
Bunge Group (or any other entity that the Participant knows is a potential
customer with respect to specific products of the Bunge Group and with
which the Participant has had contact during the period of his or her
employment with the Bunge Group) for any commercial pursuit that to the
knowledge of the Participant is in competition with the Bunge
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Group or that to the knowledge of the Participant is contemplated from time
to time during the period of his or her employment with the Bunge Group by
any corresponding business plan; (ii) take away or interfere or attempt to
interfere with any custom, trade, business or patronage of the Bunge Group,
or induce, or attempt to induce, any employees, agents or consultants of or
to the Bunge Group to do anything from which the Participant is restricted
by reason of this Section 4(d); or (iii) offer or aid others to offer
employment to employees of the Bunge Group, or interfere or attempt to
interfere with any employees of the Bunge Group. The Restricted Period
shall be extended by the length of any period during which the Participant
is in breach of any of the terms of this Section 4(d)(iii).
(iv) Application of Covenants. The activities described in this
Section 4(d) shall be prohibited regardless of whether undertaken by the
Participant in an individual or representative capacity, and regardless of
whether performed for the Participant's own account or for the account of
any other individual, partnership, firm, corporation or other business
organization (other than Bunge).
(v) Injunctive Relief. Without limiting the remedies available to
Bunge, the Participant acknowledges that a breach of any of the covenants
contained in this Section 4(d) may result in irreparable injury to Bunge
for which there is no adequate remedy at law, that it shall not be possible
to measure damages for such injuries precisely and that, in the event of
such a breach or threat thereof, Bunge shall be entitled to seek a
temporary restraining order or a preliminary or permanent injunction
restraining the Participant from engaging in activities prohibited by this
Section 4(d) or such other relief as may be required to specifically
enforce any of the covenants in this Section 4(d).
(e) Plan Document Controls. In the event of any conflict between the
provisions of this Award Agreement and those of the Plan, the provisions of the
Plan shall control.
(f) Applicable Law. This Award Agreement shall be governed by and
subject to the laws of the State of New York and to all applicable laws and to
the approvals by any governmental or regulatory agency as may be required.
(g) Validity. The invalidity or unenforceability of any provision of
this Award Agreement shall not affect the validity or enforceability of any
other provision of this Award Agreement, which shall remain in full force and
effect. The parties intend that any offending provision shall be enforced to the
fullest extent to which it is enforceable, that any unenforceable portion
thereof be severed from this Award Agreement, and that this Award Agreement, as
modified to sever any such unenforceable portion, be enforced to the fullest
extent permitted by law. In the event that all or any portion of this Award is
forfeited pursuant to the terms of the Plan or this Award Agreement, such
forfeiture shall be automatic and shall not require any further action by the
Participant or the Company.
(h) Notices. All notices and other communications provided for herein
shall be in writing and shall be delivered by hand, telecopy or facsimile
transmission or sent by certified or registered mail, return receipt requested,
postage prepaid, addressed, if to the Participant, to the attention of the
Participant at the mailing address set forth on the Grant Notice (or to such
other address as the Participant shall have specified to Bunge in writing) and,
if to Bunge, to it at its principal offices which are currently located at ▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ Chief Personnel
Officer. All such notices shall be conclusively deemed to be received and shall
be effective, (i) if delivered by hand, upon receipt, (ii) if sent by telecopy
or facsimile transmission, upon confirmation of receipt by the sender of such
transmission or (iii) if sent by registered or certified mail, on the fifth day
after the day on which such notice is mailed.
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(i) Waiver. The waiver by either party of compliance with any provision
of this Award Agreement by the other party shall not operate or be construed as
a waiver of any other provision of this Award Agreement, or of any subsequent
breach of such party of a provision of this Award Agreement.
(j) Committee Decisions Final. Any dispute or disagreement that arises
under, or as a result of, or pursuant to, or in connection with, the
interpretation or construction of the terms of this Award Agreement or the Award
granted hereunder shall be determined by the Committee. Any interpretation by
the Committee of the terms of the Award shall be final and binding on all
persons affected thereby.
(k) Amendments. The Committee shall have the power to alter or amend
the terms of this Award Agreement as set forth herein from time to time, in any
manner consistent with the provisions of Section 14 of the Plan, and any
alteration or amendment of the terms of the Award by the Committee shall, upon
adoption, become and be binding on all persons affected thereby without
requirement for consent or other action with respect thereto by any such person;
provided, however, that, except as contemplated by Section 14 of the Plan, no
such alteration or amendment may, without the consent of the Participant,
adversely affect the rights of the Participant under this Award. The Committee
shall give written notice to the Participant of any such alteration or amendment
as promptly as practicable after the adoption thereof. Notwithstanding any
provision herein to the contrary, the Board shall have the broad authority to
amend this Award to take into account changes in applicable tax laws, securities
laws, accounting rules and other applicable state and Federal laws, including
without limitation, any amendments made pursuant to Section 409A of the Internal
Revenue Code of 1986, as amended, and any regulations, rulings and other
regulatory guidance issued thereunder.
(l) Entire Agreement; Headings. This Award Agreement and the other
related documents expressly referred to herein, set forth the entire agreement
and understanding between the parties hereto. The headings of sections and
subsections herein are included solely for convenience of reference and shall
not affect the meaning of any of the provisions of this Award Agreement.
(m) Counterparts. The Grant Notice to this Award Agreement may be
executed in two or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument.
(n) Market Standoff Agreement. The Participant, if requested by Bunge
and an underwriter of Common Stock (or other securities) of Bunge, agrees not to
sell or otherwise transfer or dispose of any Common Stock (or other securities)
of Bunge held by the Participant during the period requested by the underwriter
managing any public offering of Common Stock (or other securities) of Bunge
following the effective date of a registration statement of Bunge filed under
the U.S. Securities Act of 1933, as amended, provided that all similarly
situated officers and directors of Bunge are required to enter into similar
agreements. Such agreement shall be in writing in a form satisfactory to Bunge
and such underwriter. Bunge may impose stop-transfer instructions with respect
to the shares (or other securities) subject to the foregoing restriction until
the end of such period.
(o) Share Ownership Guidelines. The Participant, if subject to ▇▇▇▇▇'▇
share ownership guidelines, agrees to comply with the conditions and
restrictions imposed by such guidelines with respect to any Shares received in
connection with the settlement of an Award.
(p) Securities Laws Compliance. No Shares shall be issued or
transferred under this Award Agreement unless the Committee determines that such
issue or transfer is in compliance with all
5
applicable U.S. federal, state and/or foreign securities laws and regulations,
including without limitation, Bermuda laws and regulations.
(q) Change in Control. Upon a Change in Control, the Participant's
Restricted Stock Units shall be subject to Section 13(b) of the Plan.
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