Exhibit 10.36


 


December 31, 2008


 


Mr. Andrew J. Burke 

50 Main Street

White Plains, NY  10606


 


 


Dear Drew:


 


This letter amends and restates the relevant
terms of your offer letter dated December 4, 2001 and confirms your
position as Co-Chief Executive Officer of Bunge Agribusiness in White Plains,
N.Y., reporting to Alberto Weisser, Chairman & CEO.


 


1.                                       Base
Salary:  For 2008, your base salary will be
payable at an annual rate of $500,000, payable in 24 installments per
year.  Your salary will be reviewed to
consider relevant market rates and practices during our annual salary review
process.


 


2.                                       Annual
Incentive Program:  You will continue to be
eligible for consideration for an award under the Company’s annual executive
incentive program.  For 2008, the “target”
of your annual incentive is 75% of your base salary or approximately $375,000
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 the performance
year as well as on the company results achieved against select metrics of our
annual business plan.  Bonuses, if due,
are typically paid in the first part of the year following the approval of
financial results for the performance year and contingent upon your continued
employment with the Company at the time they are to be paid.


 


3.                                       Long
Term Incentive Program:  You will continue to be
eligible for consideration for awards under the Company’s equity incentive
program.  Awards are typically made in
options and/or performance based restricted share units in 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 by the Compensation Committee of the Board of Directors.


 


Our offer also includes a severance
protection.  In essence, if after you
join Bunge your employment is terminated by the Company under circumstances
that would typically call for severance pay benefits, you will receive (upon
the release of any employment related claims and covenants in form and
substance satisfactory to both you and Bunge) the higher of:


 


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


 

















 


(b)                                 a payment
equivalent to 6 months of your then prevailing base salary plus target
bonus.  In addition, if the termination
is not due to performance, you will receive a prorated annual bonus.


 


Bunge also offers a very competitive package
of employee benefits.  Please note that,
depending on business conditions and competitive environment, the Company
reserves the right to change your benefits at any time without a retroactive
impact.


 


You will also be eligible to participate in
Bunge’s defined benefit pension program. 
Finally, in addition to these benefits, as a senior executive of Bunge
in the United States, you are also eligible to participate in the benefit
programs made available to similarly situated executives.


 


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;


 


(ii)                                  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;


 


(iii)                               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;


 


(iv)                              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


 


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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.


 


To the extent that any amount is owed to you in
connection with your termination of employment or service with Bunge, such
amount will be paid if and only if such termination of employment or service
constitutes a “separation from service” with Bunge, determined using the
default provisions set forth in Treasury Regulation §1.409A-1(h) or any
successor regulation; provided, however for the purposes of determining which entity is a
service recipient or employer, “at least 20 percent” is substituted for “at
least 80 percent” in each place it appears in Treasury Regulation §1.414(c)-2.


 


In the event that, at the time of your termination
of employment or service with Bunge, you are a ‘specified employee,’ as
determined based on the methodology adopted by Bunge pursuant to Section 409A
of the Internal Revenue Code of 1986, as amended (“Section 409A”),
then any payment owed to you under this letter that is deemed to be a “deferral
of compensation” within the meaning of Section 409A shall not be paid or
commence to be paid to you prior to the first business day after the date that
is six months following the date of your termination of employment (a “Delayed Payment”); provided, however, that any Delayed Payment shall commence within 60
days following the date of your death prior to the end of the six-month
period.  Any such Delayed Payment shall
be accumulated and paid to you on the first day of the seventh calendar month
following the date of your termination of employment.


 


Notwithstanding any contrary provision in
this letter, if any provision of this letter contravenes any regulations or
guidance promulgated under Section 409A or would cause any person to be
subject to additional taxes, interest and/or penalties under Section 409A,
such provision may be modified by Bunge without notice and consent of any
person in any manner the Compensation Committee deems reasonable or necessary
to comply with Section 409A.  Any
such modification shall maintain, to the maximum extent practicable, the
original intent of the applicable provision.


 


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.


 


 


	
  /s/ Vincente Teixeira

  	
   

  	
   

  
	
  Vicente Teixeira

  	
   

  	
   

  
	
  Chief Personnel Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In Agreement:

  	
  /s/ Andrew J. Burke

  
	
   

  	
   

  	
   

  	
  Andrew J. Burke

  



 


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