Exhibit 10.3





Flavio Sa Carvalho


Chief
Personnel Officer


 


 


Ms.
Jacqualyn A. Fouse


1022
Harrison Drive


Kennedale,
Texas 76060


 


June
21, 2007


 


 


Dear
Jackie,


 


On behalf of Bunge Limited (“Bunge” or the “Company”),
I am very happy to confirm our offer for you to join Bunge Limited as the Chief
Financial Officer of the Company, based in White Plains, N.Y and reporting
directly to Alberto Weisser, Chairman & CEO.  Both Alberto and I are looking forward to
having you in our team leading this very important area of the Company and
helping us further Bunge’s growth and profitability. I know Bunge offers the
environment and challenges that you are seeking and I am sure you will enjoy
the Bunge  Group.


 


This Letter summarizes the basic employment
terms and conditions of our offer. These are:


 


1.                          Starting
Date: July 23, 2007 (“Hire Date”).


 


2.                          Main
Responsibilities: The Chief Financial Officer of Bunge Limited (the
CFO) is responsible for the general management of all finance and control
activities of Bunge Limited and for providing financial leadership for the worldwide operations of Bunge Limited. As
a key member of the senior management team of Bunge, the CFO sets guidelines and policies for all finance related
functions of the Company and ensures the best performance of such areas as
Treasury, Risk Management, Strategic Planning, Accounting and Control, Legal,
Investor Relations, Insurance and Tax and Internal Audit. Additionally, as a
member of the Executive Committee of Bunge, the CFO contributes to decisions in
other areas as they impact the organization as a whole seeking to achieve
maximum growth and profitability for the entire Company.


 


Working
with the Chief Executive Officer of Bunge and other senior managers of the
Company as appropriate, other key responsibilities of the CFO include but are
not limited to (1) spearheading strategy development and planning (2) assuring
sufficiency of funds for CAPEX and operating working capital, (3) safeguarding
corporate assets, (4) establishing and maintaining effective business systems
to support the development and management of the Company’s strategy, (5) overseeing the integrity of the Company’s
financial books and records, (6) ensuring compliance with applicable
finance/accounting laws and regulations; (7) representing the Company in
the financial community and with other relevant constituencies in both the
public and private sectors of the economy; (8) overseeing the establishment of
strategic alliances, acquisitions and divestitures; and (9) developing and leveraging appropriate leadership,
technical know-how and financial management skills capability within the
Company to enable effective and on-going corporate performance and growth, and
ultimately, the maximization of shareholder value.


 

















 


3.                          Base
Salary: Your salary will be $660,000.00 per annum payable in 24 installments
per year.  Your salary will be reviewed
to consider relevant market rates and practices during our annual salary review
process in March 2008 and annually thereafter.


 


4.                          Annual
Incentive Program: Beginning in 2007, and each year thereafter, you
will be eligible for consideration for an award under the Company’s annual
executive incentive program. As CFO of the Company, the “target” of your annual
performance incentive award is 75% of your base salary (i.e., currently
approximately $495,000 per year), with a maximum upward potential of 2.5 times
this amount. Note that the actual annual award will be determined based on your
individual contribution during each performance year as well as on the results
achieved against select financial metrics. Bonuses, if due, are typically paid
in the first quarter of the year following the announcement of financial
results for the performance year and are contingent upon your continued
employment with the Company at the time they are to be paid.


 


5.                          Long
Term Incentive Program: You will also be eligible for consideration
for awards under the Company’s equity incentive program.  The value of this award is established
annually by the Compensation Committee of the Board based on a competitive
analysis of Bunge’s peer companies and other factors which impact the business.
For 2007, awards granted to other executives at your level in the organization
targeted to deliver approximately a value (based on the Black Scholes methodology)
equal to that of their target cash compensation. Awards are typically granted
in the form of options and/or performance based restricted share units during
the first quarter of each year.


 


Note that target amounts as well as the
metrics, pay-out formulas and conditions of both the annual incentive program
as well as those of the long-term incentive program, may be periodically
revised or altered to reflect changing industry or business conditions. Should
changes occur you will receive appropriate notice.


 


Based
on the above conditions, your overall annual cash compensation target,
exclusive of standard employee benefits, will be in excess of $1,150,000 with
an upside potential of approximately $1,900,000 depending on management’s
assessment of your individual contribution and on the results achieved by the
overall Company. This compensation opportunity considers the degree of
competitiveness that we want to attain, reflecting also our assessment of your
expected future performance.


 


Bunge also offers a very competitive package of
employee benefits. For your information, listed below in summary format are
some key features of our most significant benefits. Please note that, depending
on business conditions and competitive environment, the Company reserves the
right to change these benefits at any time without a retroactive impact on you.
Should you need clarification on any specific item, please contact me and/or
Tom Albert. Additional information will be sent to you automatically upon
acceptance of this offer.


 


 


a.               Group Medical
Coverage:


-                                            Becomes
effective on your Hire Date.


-                                            Covers all
pre-existing conditions.


-                                            Offers a
national PPO administered by UnitedHealthcare or by BlueCross/BlueShield.


-                                            The monthly
cost of this program for 2007 is approximately $88 for single coverage, $176
for the employee plus one family member and $226 for family coverage with
deductions taken on a pre-tax basis.


 


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b.              Dental Insurance:


-                                            Offered by
Delta Dental. Becomes effective on your Hire Date.


-                                            The monthly
cost of this program for 2007 is approximately $6 for single coverage, $12 for
the employee plus one family member and $17 for family coverage with deductions
also taken on a pre-tax basis.


 


c.               Life Insurance
& AD&D:


-                                            Becomes
effective on your Hire Date.


-                                            Presently, this
plan is provided at no cost to you.


-                                            The benefit is
two times your annual base salary.


 


d.              Short Term Disability (STD):


-                                            Becomes effective on your Hire Date.


-                                            This program provides disability pay for
illnesses or disabilities incurred off the job.


-                                            Presently, the plan is provided at no
cost to you.


-                                            The duration of this benefit is up to 26
weeks based on the length of your service.


 


e.               Long Term Disability (LTD):


-                                            You are eligible to enroll on your Hire
Date.


-                                            You may elect to obtain coverage paying
for the premium on a pre-tax basis (in which case benefits paid will be
considered taxable income) or on an after-tax basis (in which case benefits, if
paid, will not be taxable).


-                                            When eligible, benefits under this plan
will begin after your 26th week of disability.


 


f.                 Bunge Savings Plan: (401 (k) Plan):


-                                            You are eligible to participate in this
plan upon your Hire Date.


-                                            Based on the present provisions you may
contribute between 1% and 50% (in 1% increments) of your base pay per year on a
pre-tax basis — for 2007 these contributions are capped at $15,500.


-                                            Currently, the Company will match $1 for
every pre-tax dollar you contribute to the Plan up to 3% of your salary and 50%
on contributions made on the next 2% of your salary.


-                                            Both Company and your individual
contributions are immediately vested.


-                                            You may direct your investments in any
combination of the funds offered.


-                                            In-service and hardship withdrawal loan
provision as well as loan options are available.


.


g.              Vacation: You are eligible for four weeks of vacation per
year.


 


h.              Holidays: The following holidays are currently recognized
by the Company:


	
   

  	
   

  	
  New Years Day

  	
   

  	
  Labor Day

  	
   

  	
  Presidents Day

  
	
   

  	
   

  	
  Good Friday

  	
   

  	
  Independence Day

  	
   

  	
  Memorial Day

  
	
   

  	
   

  	
  Thanksgiving Day

  	
   

  	
  Day after Thanksgiving

  	
   

  	
  Christmas Day

  



 


Employees hired before June 1 of any year
are eligible for one optional holiday in that year.  Employees hired on or after June 1 are not
eligible for any optional holidays until the next calendar year.  All other employees are eligible for two
optional days in each calendar year.


 


i.                  Pension Program: 
Currently, Bunge also offers a defined benefit pension program. Overall,
the program offers a benefit equal to 1% of your final average earnings (of the
highest 5 consecutive years) per year of service plus .5% of the amount by
which these earnings exceed career average social security wage basis. As a
U.S. based member of the Executive Committee of Bunge, you 


 


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are eligible to participate in the Bunge
U.S. SERP and your “earnings” for purposes of the SERP are calculated based on
your salary earned plus 100% of the annual bonus actually earned.


 


All benefit programs are revised periodically
to reflect an appropriate degree of competitiveness. Overall, we target to
position our pension programs at the 50th percentile of our peer
group which is made up of select public companies. Should changes occur to any
of our programs, you will receive appropriate notice.


 


While we consider this package to be
appropriate, we also realize the impact that your move from Dallas-Fort Worth
to New York will have on several aspects of your life, especially until you are
fully established in your new residence and in Bunge. For this reason, the
following transition considerations are included in our offer:


 


1.               2007 Annual Bonus: In order to minimize any potentially
adverse financial impact caused by your joining Bunge during the middle of the
year, your 2007 bonus paid under our annual incentive program will be paid at
the established target level (see page 2, item 4 above for conditions).


 


2.               Transfer Expenses: You will be eligible for Bunge’s executive
relocation program. Under this program, Bunge will pay for all reasonable and
customary expenses incurred on your transfer to the White Plains/NY area.
These, for example, include the shipping and insurance costs for an air
shipment of up to 800 lbs. net of personal effects, and a surface shipment of
personal and household effects from Dallas-Forth Worth to NY/White Plains,
provided shipping occurs by December 30, 2007. In due course you will be
contacted by Executive Relocation to coordinate this process. Please note that,
typically, we do not cover the insurance costs of unusual/unique antiques,
artwork, jewelry and collectibles. If you have any such items please let me
know.


 


3.               Home Disposition and Purchase: Also covered by the relocation program are
costs associated with home disposition (with a third party buy-out option) and
those related to the lease or purchase of a new residence in the general area
of White Plains, N.Y., including payment of up to 2 points on a mortgage loan.
Bunge will also pay or reimburse you for temporary living accommodations in the
general White Plains/NY area until you are able to move to new permanent
housing. We generally expect domestic transfers to be completed in
approximately 60 days from your Hire Date at which point we discontinue
providing transferees with temporary housing facilities. You should coordinate
your temporary housing arrangements directly with me or with Tom Albert,
Director of HR in our White Plains Office (914-684 3465).


 


4.               Relocation Allowance: Please note that the payment or
reimbursement of certain relocation expenses may be considered taxable income
to you.  In lieu of grossing up these
expenses to yield an equivalent net amount to you, Bunge will pay you 2 months
of base salary (also taxable income to you) within 60 days after you join us.


 


5.               Joining Considerations: Recognizing that your move will cause
you to forego certain benefits as well as to forfeit certain unvested options
and restricted shares earned at your present job and also as an inducement for
you to join Bunge, subject to your continued employment with the Company at the
time that vesting occurs or that each payment is to be made, we will:


 


•                        Provide five years of additional credited
service for retirement and pension purposes which will be earned under the
Company’s non-tax qualified retirement plans at the rate of one extra year per
each of the first five years of your completed service with Bunge,


 


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•                        Grant you at the time that you are hired
50,000 time-based restricted stock units of Bunge which will vest at the rate
of 33 1/3% per year on each of the first three anniversaries of your Hire Date,


 


•                        Also grant you 25,000 ten-year employee
stock options which will vest at the rate of 33 1/3 percent per year on each of
the first three anniversaries of your Hire Date,


 


•                        Pay you a hiring bonus of $300,000 gross
in two separate payments as follows: (1) US$150,000 within 30 days of your Hire
Date; and (2) $150,000 on the first anniversary of your Hire Date.


 


Our
offer also includes a severance protection. In essence, if after you join Bunge
your employment is involuntarily terminated by the Company without “Cause,” (as
defined in the Company’s Equity Incentive Plan) or you resign for Good Reason
(as defined below), you will vest in all unvested time-based restricted stock
units mentioned in item 5 above and, in addition, on or before the 60th
day following such termination or resignation you will receive (upon the
release of any employment related claims and covenants in form and substance
satisfactory to both you and Bunge) the greater of:


 


(a)                                              the standard severance benefits of the
Company as they may exist at that time, or


 


(b)                                             a lump sum payment equivalent to 12
months of your then prevailing base salary plus target bonus; provided,
however, that if such termination or resignation occurs on or before the first
anniversary of your Hire Date, in lieu of the 12 months of base salary plus
target bonus referred to above, you will receive the base salary (at your then
prevailing salary rate) that otherwise would have been payable to you had you
remained employed with the Company for the period from the date of such
termination or resignation through the second anniversary of your Hire Date
plus prorated target bonus for such period. 
If the termination is not due to performance, you will also receive a
prorated portion of your annual bonus calculated at target level for the year
in which the termination occurs.


 


In the event of a Change of Control (as defined
below), and your employment is involuntarily terminated by the Company without
Cause or you resign for Good Reason within the 12-month period following the
consummation of such Change of Control, you will vest in all unvested
time-based restricted stock units mentioned in item 5 above and, in addition,
on or before the 60th day following such termination or resignation
you will receive (upon the release of any employment related claims and
covenants in form and substance satisfactory to both you and Bunge or any
successor) a lump sum payment equivalent to the base salary (at your then
prevailing salary rate) that otherwise would have been payable to you had you
remained employed with the Company for the period from the date of such
termination or resignation through the second anniversary of the Change of
Control plus prorated target bonus for such period.  If the termination is not due to performance,
you will also receive a prorated portion of your annual bonus calculated at
target level for the year in which the termination occurs.


 


For purposes of this Letter,
“Good Reason” shall mean the occurrence of any of the following (without
your prior written consent):  (a) a
failure by the Company to pay material compensation due and payable to you in
connection with your employment; or (b) a material diminution of your authority,
responsibilities or position from those set forth on page 1, item 2 hereof; provided,
however, that no event or condition described in clauses (a) and (b) of
this paragraph shall constitute Good Reason unless (i) you give the
Company written notice of your objection to such event or condition within 90
days following the occurrence of such event or condition, (ii) such event
or condition is not corrected, in all material respects, by the Company in a
manner that is reasonably satisfactory to you within 30 days following the 


 


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Company’s receipt of such
notice and (iii) you resign from your employment with the Company not more than
30 days following the expiration of the 30-day period described in the
foregoing clause (ii).


For
purposes of this Letter, a “Change of Control” shall mean the occurrence of any
of the following:


(a)                                  the acquisition
by any Person (as defined below) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended,
and the applicable rulings and regulations thereunder (the “Exchange Act”)) of
35% or more of the common shares of the Company (the “Common Stock”) then
outstanding, but shall not include any such acquisition by any employee benefit
plan of any member of the Bunge Group, or any Person or entity organized,
appointed or established by any member of the Bunge Group for or pursuant to
the terms of any such employee benefit plan;


 


(b)                                 the
consummation after approval by the shareholders of the Company of either (i) a
plan of complete liquidation or dissolution of the Company or (ii) a merger,
amalgamation or consolidation of the Company with any other corporation, the
issuance of voting securities of the Company in connection with a merger,
amalgamation or consolidation of the Company, a sale or other disposition of
all or substantially all of the assets of the Company or the acquisition of
assets of another corporation (each, a “Business Combination”), unless, in each
case of a Business Combination, immediately following such Business
Combination, all or substantially all of the individuals and entities who were
the beneficial owners of the Common Stock outstanding immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of
the then outstanding shares of common stock and more than 50% of the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an
entity which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Common Stock; or


 


(c)                                  the failure for
any reason of the Approved Members (as defined below) to constitute at least a
majority of the Board.


“Approved
Members” shall mean the individuals who, as of the date hereof, constitute the
Board and subsequently elected members of the Board whose election is approved
or recommended by at least a majority of such current members or their
successors whose election was so approved or recommended (other than any
subsequently elected members whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board).


“Person”
shall mean any person, entity or “group” within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act, except that such term shall not
include (a) Bunge or its Subsidiaries (the “Bunge Group”), (c) a
trustee or other fiduciary holding securities under an employee benefit plan of
any member of the Bunge Group, (d) an underwriter temporarily holding
securities pursuant to an offering of such securities or (e) an entity owned,
directly or indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company.


“Subsidiary”
shall mean (a) a corporation or other entity with respect to which the Company,
directly or indirectly, has the power, whether through the ownership of voting
securities, by contract or otherwise, to elect at least a majority of the
members of such corporation’s board of directors or analogous governing 


 


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body
or (b) any other corporation or other entity in which the Company, directly or
indirectly, has an equity or similar interest.


Our offer is based on your
representation that you are not subject to any restrictive covenants with any
present and/or former employers and it is also based on the understanding that
your employment with Bunge is at will. Also based on Company policy, the offer
is contingent upon (1) the successful completion of a drug test before the
start date of your job, and (2) receipt of documents showing that you are
legally eligible to work in the United States.


 


You
are reminded that our agreement includes your promise that:


 


(i)                         you shall not (except to the extent
required by an order of a court having competent jurisdiction or under subpoena
from an appropriate government agency) disclose to any third person, whether
during or subsequent to your employment with the Company, any trade secrets;
customer lists; product development and related information; marketing plans
and related information; sales plans and related information; operating
policies and manuals; business plans; financial records; or other financial,
commercial, business or technical information related to the Company or any subsidiary
or affiliate thereof unless such information has been previously disclosed to
the public by the Company or has become public knowledge other than by a breach
of this Agreement; provided, however, that this limitation shall not apply to
any such disclosure made while you are employed by the Company, or any
subsidiary or affiliate thereof in the ordinary course of the performance of
your duties;


 


(iii)                   For at least eighteen months after the
termination of your employment, you shall not attempt, directly or indirectly,
to induce any Company agent or employee of the Company, or of any subsidiary or
any affiliate thereof to be employed or perform services elsewhere except if
you are previously authorized to do so by the CEO of Bunge Limited in writing;


 


(iv)                  For at least eighteen months after the
termination of your employment, you shall not attempt, directly or indirectly,
to induce any employee or agent of the Company, or of any subsidiary or
affiliate thereof to cease providing services to the Company, or any subsidiary
or affiliate thereof;


 


(v)                     Following the termination of your
employment, you shall provide assistance to and shall cooperate with the
Company or any subsidiary or affiliate thereof, upon its reasonable request,
with respect to matters within the scope of your duties and responsibilities
during your employment with the Company. 
(The Company agrees and acknowledges that it shall, to the maximum
extent possible under the then prevailing circumstances, coordinate (or cause a
subsidiary or affiliate thereof to coordinate) any such request with your other
commitments and responsibilities to minimize the degree to which such request
interferes with such commitments and responsibilities).  The Company agrees that it will reimburse you
for reasonable travel expenses (i.e., travel, meals and lodging) that you may
incur in providing assistance to the Company hereunder.


 


This agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without reference to principles of conflict of laws, and may not be amended or
modified other than by written agreement executed by the parties hereto or
their respective successors and legal representatives. In this manner, any
litigation or other proceeding commenced by either party to this agreement for
the purpose, in whole or in part, of enforcing the agreement or the parties’
respective rights or obligations hereunder shall be commenced in the federal or
state courts of New York.


 


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You promise that except as required by
law or unless you have obtained the appropriate written consent of a Company
officer, you will not disclose to any person or entity (other than your legal
or financial advisors or members of your immediate family, who agree to keep
this information strictly confidential) the terms and conditions of this offer.


 


Jackie,
Alberto and I as well as the other members of the Bunge team whom you have met
during this process are delighted with the prospect of your joining us. If this
letter expresses your understanding of our agreement, your signature below will
indicate your acceptance of the terms herein. I would appreciate it if you
would return a signed copy to me by June 23, 2007. If you have any questions do
not hesitate to call Alberto or me.


 


I am looking forward to having you here in White Plains.


 


 


 


 


 


	
  /s/
  Flavio Sa Carvalho

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Flavio
  Sa Carvalho

  	
   

  	
  In
  agreement:

  	
  /s/ Jacqualyn A.
  Fouse

  	
   

  
	
  Chief
  Personnel Officer

  	
   

  	
   

  	
  Jacqualyn
  A. Fouse

  	
   

  
	
   

  	
   

  	
  Date: 
  June 21, 2007

  	
   

  



 


 


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