Exhibit 10.17


 


BUNGE
LIMITED EQUITY INCENTIVE PLAN


(Amended
and Restated as of December 31, 2008)


 


Bunge Limited (“Bunge”)  hereby
establishes an equity compensation plan to be known as the Bunge Limited Equity
Incentive Plan (the “Plan”).  The Plan shall become effective on the date
it is approved by the Board of Directors of Bunge (the “Board”),
subject to the approval of Bunge’s shareholders within 12 months after its
approval by the Board in accordance with Section 14 hereof.  Capitalized terms that are not otherwise
defined in the text of this Plan are defined in Section 2 below.


 


1.                                      Purposes


 


The purposes of the Plan are to attract, retain and
motivate key employees, consultants and independent contractors of the Company;
to compensate them for their contributions to the growth and profits of the
Company; to encourage ownership by them of Common Stock in order to align key
employee, consultant and independent contractor interests with shareholder
interests; and to link the compensation of key employees, consultants and
independent contractors to the overall performance of the Company in order to
promote cooperation among the Company’s diverse areas of business.


 


2.             Definitions


 


For purposes of the Plan, the following terms shall be defined as
follows:


 


“Administrator” means the individual or individuals to whom the
Committee delegates authority under the Plan in accordance with Section 3(d).


 


“Award” means
an award made pursuant to the terms of the Plan to an Eligible Individual in
the form of Stock Options, Restricted Stock Units or Other Awards.


 


“Award Agreement” means a written document approved in accordance with Section 3
which sets forth the terms and conditions of an Award to a Participant.  An Award Agreement may be in the form of (i) an
agreement between the Company and a Participant which is executed by an officer
on behalf of the Company and is signed by the Participant or (ii) a
certificate issued by the Company which is executed by an officer on behalf of
the Company but does not require the signature of the Participant.


 


“Board” means
the Board of Directors of Bunge.


 


“Bunge”
means Bunge Limited, a company incorporated under the laws of Bermuda, and any
successor thereto.


 


“Cause”
means the termination of a Participant’s employment or service with the Company
as a consequence of:


 


(i)            the willful and
continued failure or refusal of the Participant to substantially perform the
duties required of him or her as an employee, consultant or independent
contractor of Bunge;


 


(ii)           any willful and material violation by
the Participant of any law or regulation applicable to any business of Bunge,
or the Participant’s conviction of, or a plea of nolo contendere to, a felony, or any willful perpetration by
the Participant of a common law fraud; or


 


(iii)          any other willful misconduct by the
Participant that is materially injurious to the financial condition or business
reputation of, or is otherwise materially injurious to, Bunge.


 

















 


“Change of Control” shall mean any of
the following:


 


(i)            the
acquisition by any Person of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 35% or more of the Common Stock then
outstanding, but shall not include any such acquisition by any employee benefit
plan of the Company, or any Person or entity organized, appointed or
established by the Company for or pursuant to the terms of any such employee
benefit plan;


 


(ii)           consummation
after approval by the shareholders of Bunge of either (A) a plan of
complete liquidation or dissolution of Bunge or (B) a merger, amalgamation
or consolidation of Bunge with any other corporation, the issuance of voting
securities of Bunge in connection with a merger, amalgamation or consolidation
of Bunge or sale or other disposition of all or substantially all of the assets
of Bunge 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 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 Bunge’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


 


(iii)          within
any 24 month period, the persons who were directors immediately before the
beginning of such period (the “Incumbent
Directors”) shall cease (for any reason other than death) to
constitute at least a majority of the Board or the board of directors of a
successor to Bunge.  For this purpose,
any director who was not a director at the beginning of such period shall be
deemed to be an Incumbent Director if such director was elected to the Board
by, or on the recommendation of or with the approval of, at least two-thirds of
the directors who then qualified as Incumbent Directors (so long as such
director was not nominated by a person who has expressed an intent to effect a
Change of Control or engage in a proxy or other control contest);


 


; provided, however, that
with respect to any distribution that is subject to Section 409A of the
Code and payment is to be accelerated in connection with the Change of Control,
no event(s) set forth in clauses (i), (ii) or (iii) above shall
constitute a Change of Control for purposes of the Plan unless such event(s) also
constitutes a “change in the ownership”, “change in the effective control” or a
“change in the ownership of a substantial portion of the assets” of the Company
as defined under Section 409A.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and
the applicable rulings and regulations (including any proposed
regulations) thereunder.


 


“Committee”
means the Compensation Committee of the Board, any successor committee thereto
or any other committee appointed from time to time by the Board to administer
the Plan.  The Committee shall consist of
at least two individuals who are not and have never been employees of the
Company and who shall serve at the pleasure of the Board.


 


“Common Stock” means shares in the capital of Bunge,
including common shares.


 


“Company”  means, individually and collectively,
Bunge and its Subsidiaries and any successors thereto.


 


“Deferral Election”
has the meaning set forth in Section 7(c).


 


“Deferral Election Form” means a document in a form approved by the Committee,
pursuant to which a Participant may elect to make a Deferral Election.


 


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“Deferral Value”
means, with respect to an Award of Restricted Stock Units, (x) the Fair Market
Value of a Share on the Vesting Date multiplied by (y) the number of
Shares underlying the portion of such Award of Restricted Stock Units that the
Participant has elected to defer, with the product subject to reduction for any
applicable withholding taxes.


 


“Disability” means, with respect to any Award other than an Incentive Stock Option,
long-term disability, as defined under Bunge’s long-term disability insurance
plan or such other applicable plan, as the Committee, in its sole discretion,
may determine.  With respect to any
Incentive Stock Option, Disability means permanent and total disability within
the meaning of Section 22(e)(3) of the Code.


 


“Eligible Individuals” means the individuals described in Section 6 who
are eligible for Awards under the Plan.


 


“Exchange Act” means the Securities Exchange Act of
1934, as amended, and the applicable rulings and regulations (including any proposed regulations) thereunder.


 


“Fair
Market Value” of a share of Common Stock as of any date
means:


 


(i)            if the Common Stock is listed on an
established stock exchange or exchanges (including for this purpose, the NASDAQ
National Market), (a) the average of the highest and lowest sale prices of
the stock quoted for such date as reported in the Transactions Index of each
such exchange, as published in The Wall Street Journal
and determined by the Committee, or, if no sale price was quoted in any such
Index for such date, then as of the next preceding date on which such a sale
price was quoted or (b) the value of a share of Common Stock based upon
such other averaging method that the Committee, in its sole discretion, shall
determine;


 


(ii)           if the Common Stock is not then
listed on an exchange or the NASDAQ National Market, (a) the average of
the closing bid and asked prices per share for the stock in the
over-the-counter market as quoted on The NASDAQ Small Cap or OTC Electronic
Bulletin Board, as appropriate, on such date or (b) the value of a share
of Common Stock based upon such other averaging method that the Committee, in
its sole discretion, shall determine; or


 


(iii)          if the Common Stock is not then listed
on an exchange or quoted in the over-the-counter market, an amount determined
in good faith by the Committee; provided, however,
that when appropriate, the Committee, in determining Fair Market Value of the
Common Stock, may take into account such factors as it may deem appropriate
under the circumstances.


 


Notwithstanding the foregoing, the Fair Market Value of Common Stock
for purposes of grants of Incentive Stock Options shall be determined in
compliance with applicable provisions of the Code.


 


“Incentive Stock Option” means a Stock Option that is an “incentive stock
option” within the meaning of Section 422 of the Code and designated by
the Committee as an Incentive Stock Option in an Award Agreement.


 


“Nonqualified Stock Option” means a Stock Option that is not an
Incentive Stock Option.


 


“Option Term” has the meaning set forth in Section 8(e).


 


“Other Award” means any form of Award other than a Stock Option or Restricted
Stock Units authorized under Section 11 of the Plan.


 


“Participant” means an Eligible Individual to whom an Award has been
granted under the Plan.


 


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“Performance-Based Restricted Stock Units” mean Restricted Stock Units with respect
to which the vesting is linked to the satisfaction of performance criteria.


 


“Permitted Transferee” has the meaning set forth in Section 12(a).


 


“Person”
means 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 (i) Bunge International Limited, (ii) the Company, (iii) a
trustee or other fiduciary holding securities under an employee benefit plan of
the Company, (iv) an underwriter temporarily holding securities pursuant
to an offering of such securities, or (v) an entity owned, directly or
indirectly, by the shareholders of Bunge in substantially the same proportions
as their ownership of stock of Bunge.


 


“Plan Limit” has the meaning
set forth in Section 5(a).


 


“Restricted Stock Units” mean an Award to receive a specified number of Shares,
or the value thereof, upon the completion of the applicable vesting period,
subject to the terms and conditions as set forth in Sections 9 and 10 hereof
and in the applicable Award Agreement.


 


“Retirement” means the termination of a Participant’s employment with the Company
after such Participant’s 65th birthday and in accordance with the applicable
retirement policies of the Company with which the Participant was employed.


 


“Section 409A” means Section 409A
of the Code.


 


“Separation
Date” means the date of a Participant’s termination of
employment or service with the Company or such later date as constitutes the
Participant’s ‘separation
from service,’ as determined under the default rules set forth in Treasury
Regulation §1.409A-1(h) or any successor regulation thereto; 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.


 


“Shares”
means shares comprising the Common Stock.


 


“Stock Option” means an Award to purchase Shares granted to an
Eligible Individual pursuant to Section 8 hereof, which Award may be
either an Incentive Stock Option or a Nonqualified Stock Option.


 


“Subsidiary” means (i) a corporation or other entity with respect to which
Bunge, 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
body or (ii) any other corporation or other entity in which Bunge,
directly or indirectly, has an equity or similar interest; provided,
however, that for purposes of any
Award of Incentive Stock Options, a Subsidiary shall be defined as any
corporation as to which Bunge, directly or indirectly through an unbroken chain
of corporations, owns more than 50% of the total combined voting power of all
classes of stock issued by such corporation.


 


“Vesting Date” means the date with respect to which any
Award or portion of an Award becomes vested and nonforfeitable.


 


3.             Administration of the Plan


 


(a)           Power and Authority
of the Committee.  The Plan shall be administered
by the Committee, which shall have full power and authority, subject to the
express provisions hereof:


 


(i)            to
select Participants from the Eligible Individuals;


 


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(ii)           to
make Awards in accordance with the Plan and to issue, allot and purchase
Shares;


 


(iii)          to
determine the number of shares of Common Stock subject to each Award or the
cash amount payable in connection with an Award;


 


(iv)          to
determine the terms and conditions of each Award, other than the terms and
conditions that are expressly required under the terms of the Plan;


 


(v)           to
specify and approve the provisions of the Award Agreements delivered to
Participants in connection with their Awards;


 


(vi)          to
construe and interpret any Award Agreement delivered under the Plan;


 


(vii)         to
prescribe, amend and rescind rules and procedures relating to the Plan;


 


(viii)        to
vary the terms of Awards to take account of tax, securities law and other
regulatory requirements of foreign jurisdictions;


 


(ix)          subject
to the provisions of the Plan and subject to such additional limitations and
restrictions as the Committee may impose, to delegate to one or more officers
of the Company some or all of its authority under the Plan;


 


(x)           to
employ such legal counsel, independent auditors and consultants as it deems
desirable for the administration of the Plan and to rely upon any opinion or
computation received therefrom; and


 


(xi)          to
make all other determinations and to formulate such procedures as may be
necessary or advisable for the administration of the Plan.


 


(b)           Plan Construction
and Interpretation.  The Committee shall have full power and
authority, subject to the express provisions hereof, to construe and interpret
the Plan.


 


(c)           Determinations of
Committee Final and Binding. 
All determinations by the Committee in carrying out and administering
the Plan and in construing and interpreting the Plan shall be final, binding
and conclusive for all purposes and upon all persons interested herein.


 


(d)           Delegation of
Authority.  The Committee may, but need not, from time to
time delegate some or all of its authority under the Plan to an Administrator
consisting of one or more members of the Committee or of one or more officers
of the Company; provided,
however, that the Committee may not delegate its
authority (i) to make Awards to Eligible Individuals who are officers of
the Company who are delegated authority by the Committee hereunder or (ii) under
Sections 3(b) and 13 of the Plan. 
Any delegation hereunder shall be subject to the restrictions and limits
that the Committee specifies at the time of such delegation or thereafter.  Nothing in the Plan shall be construed as
obligating the Committee to delegate authority to an Administrator, and the
Committee may at any time rescind the authority delegated to an Administrator
appointed hereunder or appoint a new Administrator.  At all times, the Administrator appointed
under this Section 3(d) shall serve in such capacity at the pleasure
of the Committee.  Any action undertaken
by the Administrator in accordance with the Committee’s delegation of authority
shall have the same force and effect as if undertaken directly by the
Committee, and any reference in the Plan to the Committee shall, to the extent
consistent with the terms and limitations of such delegation, be deemed to
include a reference to the Administrator.


 


(e)           Liability of
Committee.  No
member of the Committee shall be liable for any action or determination made in
good faith, and the members of the Committee shall be entitled to
indemnification and reimbursement in the manner provided in Bunge’s bye-laws as
they may be amended 


 


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from time to
time.  In the performance of its
responsibilities with respect to the Plan, the Committee shall be entitled to
rely upon information and advice furnished by the Company’s officers, the
Company’s accountants, the Company’s counsel and any other party the Committee
deems necessary, and no member of the Committee shall be liable for any action
taken or not taken in reliance upon any such advice.


 


(f)            Action
by the Board.  Anything in the Plan to the contrary
notwithstanding, any authority or responsibility, which, under the terms of the
Plan, may be exercised by the Committee may alternatively be exercised by the
Board.


 


4.             Effective Date and Term


 


The Plan was adopted by the Board
on April 2, 2001 and received shareholder approval of the original plan in
June 2001 and was amended and
restated on May 30, 2003 and March 12, 2004.  In no event shall any Awards be made under
the Plan after the tenth anniversary of the date of shareholder approval.


 


5.             Shares
of Common Stock Subject to the Plan


 


(a)           General. 
Subject to adjustment as provided in Section 13 hereof, the total
number of shares of Common Stock that may be issued pursuant to Awards under
the Plan (the “Plan Limit”) shall not exceed, in the aggregate, 10%
of the issued Common Stock outstanding at any such time; provided, however, that subject to adjustment as provided
in Section 13 hereof, the number of shares subject to Incentive Stock
Options granted under the Plan shall not exceed 5% of the Common Stock
outstanding as of the date shareholder approval adopting the Plan was
obtained.  Shares available under this
Plan shall be authorized but unissued Shares. 
The number of Shares subject to any Award of Performance-Based
Restricted Stock Units that, upon vesting, the Participant becomes entitled to
receive in the form of cash instead of Shares will be considered available for
future Awards under the Plan at the time the number of such Shares is
determinable.  In addition, as of the
date of any Deferral Election by a Participant under Section 7(c) below,
the number of Shares underlying the corresponding Award, or any portion
thereof, subject to such Deferral Election will be considered available for
future Awards under the Plan as long as the corresponding Deferral Value of
such Award is settled at the end of the applicable deferral period by a cash
payment to the Participant.


 


(b)           Rules Applicable
to Determining Shares Available for Issuance. 
For purposes of determining the number of shares of Common Stock that
remain available for issuance, the following Shares shall be added back to the Plan
Limit and again be available for Awards:


 


(i)            The
number of Shares tendered to pay the exercise price of a Stock Option or Other
Award;


 


(ii)           The number of
Shares acquired by the Company under Section 8(f) or Section 11
below in satisfaction of some or all of the exercise price of a Stock Option or
Other Award or in satisfaction of any tax withholding requirement;


 


(iii)          The number of
Shares subject to Awards that expire unexercised or that become forfeited; and


 


(iv)          The number of Shares
underlying an Award, or any portion thereof, subject to a Deferral Election as
long as the corresponding Deferral Value of such Award is settled at the end of
the applicable deferral period by a cash payment to the Participant.


 


6.             Eligible Individuals


 


Awards may be granted by the Committee to individuals (“Eligible Individuals”) who (a) are
officers, employees, independent contractors or consultants of the Company or (b) the
Committee 


 


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anticipates will become a person described in Section 6(a) above;
provided, however,
that Incentive Stock Options may be granted only to employees of the
Company.  Members of the Committee will
not be eligible to receive Awards under the Plan.  An individual’s status as an Administrator
will not affect his or her eligibility to participate in the Plan.


 


7.             Awards
in General


 


(a)                                  Types
of Award and Award Agreement.
 Awards under the Plan may consist of Stock
Options, Restricted Stock Units or Other Awards.  Any Award described in Sections 8 through 11
of the Plan may be granted singly or in combination or tandem with any other
Award, as the Committee may determine. 
Awards may be made in combination with, in replacement of, or as
alternatives to grants of rights under any other employee compensation plan of
the Company, including the plan of any acquired entity, or may be granted in
satisfaction of the Company’s obligations under any such plan.


 


(b)           Terms
Set Forth in Award Agreement.  The terms and
provisions of an Award shall be set forth in a written Award Agreement approved
by the Committee and delivered or made available to the Participant as soon as
practicable following the date of the Award. 
The vesting, exercisability, payment and other restrictions applicable
to an Award shall be in accordance with the terms of the Plan unless the
Committee, in its sole discretion, determines that other terms shall apply to
any given Award, which alternative terms shall be set forth in the applicable
Award Agreement.  Notwithstanding the
foregoing, the Committee may accelerate (i) the vesting or payment of any
Award, (ii) the lapse of restrictions on any Award or (iii) the date
on which any Stock Option or Other Award first becomes exercisable.  The terms of Awards may vary among
Participants, and the Plan does not impose upon the Committee any requirement
to make Awards subject to uniform terms. 
Accordingly, the terms of individual Award Agreements may vary.


 


(c)                                  Right to Elect to Defer Value of
Awards Prior to Vesting Date.


 


(i)                                     The
Committee may permit any Participant to elect to defer receipt of the value of
all or any portion of an Award of Restricted Stock Units until a date
subsequent to the settlement date of the Restricted Stock Units (a “Deferral Election”); provided that the Participant may elect
the settlement date for an annual Award of (a) Restricted Stock Units
other than Performance-Based Restricted Stock Units, by making an irrevocable
Deferral Election on a Deferral Election Form, within the time specified on
such form, and delivered to the Company not later than thirty (30) days
following the date the Award of Restricted Stock Units is granted, provided
that such election is made prior to the date that is twelve months before the
date on which the Restricted Stock Units will vest or (b) Performance-Based
Restricted Stock Units by making an irrevocable Deferral Election on a Deferral
Election Form, within the time specified on such form, and delivered to the
Company no later than the close of business on or before the date that is sixth
months before the end of the performance period relating to the
Performance-Based Restricted Stock Units as such performance period is set
forth in the applicable Award Agreement. 
A Participant may designate on such Deferral Election Form one of
the following dates as the settlement date for such Award of Restricted Stock
Units:


 


(A)                              such Participant’s
Separation Date; or


 


(B)                               the earlier to
occur of (i) the date specified by such Participant or (ii) such
Participant’s Separation Date.


 


If a Participant fails to designate one of the foregoing alternatives
as the settlement date for an Award of Restricted Stock Units, such Participant
shall be deemed to have designated alternative (A).  Notwithstanding any Deferral Election made by
a Participant on any Deferral Election Form, in the event of such Participant’s
death, all Restricted Stock Units will be paid in cash or Shares, as determined
by the Committee in its sole discretion, to such Participant’s beneficiary (or
if no beneficiary has been designated, to such Participant’s estate) within 90
days, following the date of such Participant’s death.


 


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(ii)           The
Deferral Value will be credited automatically, without any further action on
the part of any Participant, to a bookeeping account to be established by the
Company on behalf of such Participant on the books and records of the Company
on the applicable Vesting Date of such Award that is subject to a Deferral
Election.


 


 


8.             Stock Options


 


(a)           Terms of Stock
Options Generally; Vesting.  A
Stock Option shall entitle the Participant to whom the Stock Option was granted
to purchase a specified number of Shares during a specified period at a price
that is determined in accordance with Section 8(b) below.  Stock Options may be either Nonqualified
Stock Options or Incentive Stock Options. 
Unless otherwise specified in the applicable Award Agreement, Stock Options
shall become one-third vested on the first anniversary of the date of grant and
shall vest with respect to an additional one-third on each of the second and
third such anniversaries.


 


(b)           Exercise Price.  The exercise price per Share purchasable under
a Stock Option shall be fixed by the Committee at the time of grant or,
alternatively, shall be determined by a method specified by the Committee at
the time of grant; provided,
however, that (except with regard to the first series of grants
under the Plan) the exercise price per share shall be no less than 100% of the
Fair Market Value per share on the date of grant (or if the exercise price is not fixed on the date of grant, then on
such date as the exercise price is fixed); and provided further
that, except as provided in Section 13 below, the exercise price per Share
applicable to a Stock Option may not be adjusted or amended, including by means
of amendment, cancellation or the replacement of such Stock Option with a
subsequently awarded Stock Option.


 


(c)           Adjustments.  Notwithstanding Section 8(b) above, in the
event of an extraordinary dividend, the Committee, in its sole discretion, may
adjust the exercise price of, and number of Shares subject to, Stock Options
then outstanding under the Plan; provided, however, that any such adjustment shall not increase the aggregate
intrinsic value of any Award and the ratio of the exercise price to the Fair
Market Value of each Share subject to such Award shall not be reduced.


 


(d)           Termination of
Employment or Service.  The terms of
this Section 8(d) shall apply unless the Committee, in its sole
discretion, determines that alternative terms shall be included in any Award
Agreement in which case the terms in such Award Agreement shall govern the
rights of the Participant. 
Notwithstanding the terms of this Section 8(d), in no event shall
any Stock Option be exercisable after the end of the applicable Option Term.


 


(i)            Termination for Cause.  In
the event that a Participant’s employment or service with the Company is
terminated for Cause, all unexercised Stock Options (both Incentive Stock
Options and Non-Qualified Stock Options) held by such Participant, whether
vested or unvested, shall lapse and become void on the date of such
termination.


 


(ii)           Retirement, Death and Disability.  In the event of a Participant’s
termination of employment or service due to such Participant’s Retirement,
death or Disability, all unvested Stock Options (both Incentive Stock Options
and Non-Qualified Stock Options) shall become immediately vested and
exercisable.  Thereafter, all vested
Non-Qualified Stock Options shall remain exercisable by the Participant (or by
the Participant’s beneficiary, as applicable) until the third anniversary of
the date of the Participant’s termination of employment or service.  All vested Incentive Stock Options shall
remain exercisable until the first anniversary of the Participant’s termination
of employment or service, except in the event of a termination due to
Retirement, in which case Incentive Stock Options shall remain exercisable for
a period of 90 days after the date of termination.  Any unexercised Stock Options will thereafter
lapse and become void.


 


(iii)          Early Retirement and Termination by the Company
Without Cause.  In the event
of a Participant’s termination of employment due to such Participant’s early
retirement prior to age 65 (as defined under the Company’s applicable
retirement policies), or in the event of the Participant’s 


 


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termination by the
Company other than for Cause, any unvested Stock Options (both Incentive Stock
Options and Non-Qualified Stock Options) held by such Participant that would
have become vested at any time during the 12-month period following the date of
his or her termination of employment, had such employment continued, shall
become immediately vested and exercisable. 
Any remaining unvested Stock Options (both Incentive Stock Options and
Non-Qualified Stock Options) shall immediately lapse and become void.  Thereafter, all vested Incentive Stock
Options shall remain exercisable by the Participant until the end of the 90th
day after such Participant’s termination of employment.  All vested Non-Qualified Stock Options shall
remain exercisable by the Participant until the end of the 90th day after such
Participant’s termination of employment. 
Any unexercised vested Stock Options will thereafter lapse and become
void.


 


(iv)          Participant’s
Resignation.  In the event that a Participant resigns
from his or her employment with the Company for any reason, such Participant’s
unvested Stock Options (both Incentive Stock Options and Non-Qualified Stock
Options) shall immediately lapse and become void.  Any vested Stock Options (both Incentive
Stock Options and Non-Qualified Stock Options) shall remain exercisable by the
Participant until the end of the 90th day after such Participant’s termination
of employment.  Any unexercised vested
Stock Options will thereafter lapse and become void.


 


(v)           Committee Determinations.  The date of termination of
employment or service for any reason shall be determined in the sole discretion
of the Committee.  The Committee, in its
sole discretion, may permit any Incentive Stock Option to convert into a Non-Qualified
Stock Option as of a Participant’s termination of employment for purposes of
providing such Participant with the benefit of the extended exercise period
applicable to Non-Qualified Stock Options.


 


(e)           Option Term.  The term of each Stock Option (the “Option Term”)  shall be fixed by
the Committee and shall not exceed ten years from the date of grant.


 


(f)            Method
of Exercise. 
Subject to the provisions of the applicable Award Agreement, the
exercise price of a Stock Option may be paid in cash or previously owned whole
Shares or a combination thereof and, if the applicable Award Agreement so
provides, in whole or in part through the acquisition by the Company of Shares
issued to a Participant upon the exercise of a Stock Option, in accordance with
applicable law, with a value equal to the exercise price.  In accordance with the rules and
procedures established by the Committee for this purpose and subject to
applicable law, the Stock Option may also be exercised through “cashless
exercise” procedures approved by the Committee involving a broker or dealer
approved by the Committee that affords Participants the opportunity to sell
immediately some or all of the shares underlying the exercised portion of the
Stock Option in order to generate sufficient cash to pay the Stock Option
exercise price and/or to satisfy withholding tax obligations related to the
Stock Option.


 


9.             Restricted
Stock Units


 


The terms of this Section 9 are applicable to
Awards of Restricted Stock Units other than Performance-Based Restricted Stock
Units and are subject to the terms and provisions set forth above in Section 7(c).


 


(a)           Awards Generally.  An Award of Restricted Stock Units shall consist of a
right to receive one or more Shares upon the completion of the applicable
vesting period (described in Section 9(b) below) for no consideration
other than the provision of services (or such minimum payment as may be
required under applicable law) or for such other consideration as the Committee
may specify in connection with the grant. 
The terms of this Section 9 shall apply to Awards of Restricted
Stock Units (other than Performance-Based Restricted Stock Units) unless the
Committee, in its sole discretion, determines that alternative terms shall be
included in any Award Agreement, in which case the terms in such Award Agreement
shall govern the rights of the Participant.


 


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(b)           Vesting. 
Unless otherwise specified in the applicable Award Agreement, an Award
of Restricted Stock Units shall vest and shall become nonforfeitable on the
fourth anniversary of the date of grant. 
In the event that a Participant’s employment or service is terminated by
the Company for Cause or as a consequence of the Participant’s resignation for
any reason, the Participant shall forfeit any right to the Award of Restricted
Stock Units as of the date of such termination. 
In the event that the Participant’s employment or service terminates for
any other reason, the Participant shall become immediately vested on the date
of termination in a portion of the Award of Restricted Stock Units equal to the
result of the following formula:


 


(Y÷X) × R, rounded down to the nearest whole number of
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 or service; and


 


R= number of Shares
subject to the Award (including any Shares added as a consequence of dividend
payments).


 


The terms of this Section 9(b) shall apply
unless the Committee, in its sole discretion, determines that alternative terms
shall be included in any Award Agreement in which case the terms in such Award
Agreement shall govern the rights of the Participant.


 


(c)           Issuance
of Shares.  Issuance of Shares in settlement of a vested
Restricted Stock Unit Award shall be made as soon as practicable following the
Vesting Date.


 


(d)           No
Rights as Shareholder.  Except as
otherwise provided by the Committee in the applicable Award Agreement, a
Participant shall have no rights as a shareholder with respect to any
Restricted Stock Unit Award until the Shares in settlement of a vested
Restricted Stock Unit Award have been issued to the Participant following the
applicable Vesting Date, and subject to Section 13(c) and Section 9(e) below,
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.


 


(e)           Dividend
Equivalent Payments.  Unless the Committee
determines otherwise, if the Company pays any cash or other dividend or makes
any other distribution in respect of the Shares underlying an Award of
Restricted Stock Units, the Company will maintain a bookkeeping record to which
such amount of the dividend or distribution in respect to such Shares will be
credited to an account for the Participant and paid at the time the Award is
settled in whole Shares.


 


10.          Performance-Based
Restricted Stock Units


 


The
terms of this Section 10 are applicable only to Awards of
Performance-Based Restricted Stock Units and are subject to the terms and
provisions set forth above in Section 7(c).


 


(a)           Awards Generally. 
An Award of Performance-Based
Restricted Stock Units shall vest based on the attainment of performance goals
over a period of time that the Committee, in its sole discretion, shall
determine.  Performance goals, the period
of time during which such performance goals shall be measured, any applicable
vesting formula or other elements applicable to the performance goals shall be
set forth in the applicable Award Agreements.


 


(b)           Permitted Adjustments. 
The
Committee, in its sole discretion, may equitably adjust any performance goals
in order to take into account the occurrence of extraordinary events such as
material acquisitions and divestitures, changes in the capital structure of the
Company and extraordinary accounting charges. 
In addition, the Committee, in its sole discretion, may unilaterally 


 


10

















 


adjust, to the
extent of up to plus or minus 20%, the number of Shares underlying a
Performance-Based Restricted Stock Unit Award that has vested based upon the
attainment of performance goals, as set forth in the corresponding Award Agreement.


 


(c)           Termination of Employment or Service. 
In the event that a Participant’s employment or service is terminated by
the Company for Cause or as a consequence of the Participant’s resignation for
any reason, any unvested Awards of Performance-Based Restricted Stock Units to
such Participant shall lapse and become void as of the date of such
termination.  In the event that the
Participant’s employment or service terminates for any other reason, such
Participant’s Awards of Performance-Based Restricted Stock Units shall continue
to be subject to the applicable terms of vesting and, if such terms are met,
shall vest on the Vesting Date on a pro-rata basis from the date of grant until
the date of the Participant’s termination of employment or service.  Notwithstanding the terms of this Section 10(c),
the Committee may, in its sole discretion, accelerate the vesting of any
Performance-Based Restricted Stock Unit Award at the time of an event described
herein.  The terms of this Section 10(c) shall
apply unless the Committee, in its sole discretion, determines that alternative
terms shall be included in any Award Agreement in which case the terms in such
Award Agreement shall govern the rights of the Participant.


 


(d)           Issuance of Shares; Payment of Awards. 
Settlement of a Performance-Based Restricted Stock Unit Award shall be
made as soon as practicable following the Vesting Date, but in no event later
than two and one-half months following the end of the calendar year in which
the Vesting Date occurs or, at such other time as the Committee shall determine
in a manner consistent with the provisions of Section 409A, in either (1) whole
Shares, (2) cash equal to the Fair Market Value of the underlying Shares
on the Vesting Date or (3) any combination of (1) and (2), as
determined by the Committee, in its sole discretion, and set forth in the
applicable Award Agreement.


 


(e)           No Rights as Shareholder.  Except as otherwise provided by the Committee in the
applicable Award Agreement, a Participant shall have no rights as a shareholder
with respect to any Performance-Based Restricted Stock Unit Award until the
Shares in settlement of a vested Performance-Based Restricted Stock Unit Award
have been issued to the Participant following the Vesting Date, and subject to Section 13(c) and
Section 10(f) below, 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.


 


(f)            Dividend Equivalent Payments. 
Unless the Committee determines otherwise, if the Company pays any cash
or other dividend or makes any other distribution in respect of the Shares
underlying an Award of Performance-Based Restricted Stock Units, the Company
will maintain a bookkeeping record to which such amount of the dividend or
distribution in respect to such Shares will be credited to an account for the
Participant and paid in whole Shares at the time the Award is settled.


 


11.          Other Awards


 


The Committee shall have the authority to specify the terms and
provisions of other forms of equity-based or equity-related Awards not
described above which the Committee determines to be consistent with the
purpose of the Plan and the interests of the Company, which Awards may provide
for cash payments based in whole or in part on the value or future value of
Common Stock, for the acquisition or future acquisition of Common Stock, or any
combination thereof.  Other Awards shall
also include cash payments (including the cash payment of dividend equivalents)
under the Plan which may be based on one or more criteria determined by the
Committee which are unrelated to the value of Common Stock and which may be
granted in tandem with, or independent of, Awards of Stock Options, Restricted
Stock Units or Performance-Based Restricted Stock Units under the Plan.


 


11

















 


12.          Certain Restrictions


 


(a)           Transfers.  Unless the Committee determines otherwise, no
Award shall be transferable other than by will or by the laws of descent and
distribution or pursuant to a domestic relations order; provided, however,
that the Committee may, in its discretion and subject to such terms and
conditions as it shall specify, permit the transfer of an Award (other than an
Award of any Incentive Stock Option) for no consideration to a Participant’s
family members or to one or more trusts or partnerships established in whole or
in part for the benefit of one or more of such family members (collectively, “Permitted Transferees”).
Any Award transferred to a Permitted Transferee shall be further transferable
only by will or the laws of descent and distribution or, for no consideration,
to another Permitted Transferee of the Participant.


 


(b)           Lock-up Periods. 
Each Participant shall agree to be bound by the applicable terms of any
lock-up agreement between the Company and any underwriter that restricts or
prohibits transactions in Shares for any period of time.


 


(c)           Exercise.  During the lifetime of the Participant, a
Stock Option or similar-type Other Award shall be exercisable only by the
Participant or by a Permitted Transferee to whom such Stock Option or Other
Award has been transferred in accordance with Section 12(a).


 


13.          Recapitalization
or Reorganization


 


(a)           Authority of the
Company and Shareholders.
 The existence of the Plan, the Award
Agreements and the Awards granted hereunder shall not affect or restrict in any
way the right or power of the Company or the shareholders of the Company to
make or authorize any adjustment, recapitalization, reorganization or other
change in the Company’s capital structure or its business, any merger or
consolidation of the Company, any issue of stock or of options, warrants or
rights to purchase stock or of bonds, debentures, preferred or prior preference
stocks whose rights are superior to or affect the Common Stock or the rights
thereof or which are convertible into or exchangeable for Common Stock, or the
dissolution or liquidation of the Company, or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.


 


(b)           Change of Control.  In addition to the alternatives described in Section 13(c) below,
in the event of a Change of Control, the Committee in its sole discretion may
take such measures as it deems appropriate with respect to any outstanding
Awards, which measures may include, without limitation, the acceleration of
vesting, the rollover of outstanding Awards into awards exercisable for or
subject to the acquirer’s securities, the cash out of vested Awards or any
combination of the foregoing; provided, however,
that unless the Committee, in its sole discretion, determines otherwise, in the
event of a Change of Control all outstanding Awards of Stock Options and
Restricted Stock Units shall become fully vested immediately prior to the
consummation of such Change of Control transaction; and provided further, that Performance-Based Restricted Stock
Unit Awards shall become vested according to the assumption that the applicable
performance goals have been met at the target level.


 


(c)           Change in
Capitalization.  The number and kind of shares authorized for issuance
under Section 5(a) above, shall be equitably adjusted in the event of
a stock split, subdivision, bonus issue, stock dividend, recapitalization,
reorganization, merger, amalgamation, consolidation, division, extraordinary
dividend, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase Common Stock at a price substantially below Fair
Market Value, or other similar corporate event affecting the Common Stock in
order to preserve, but not increase, the benefits or potential benefits
intended to be made available under the Plan. In addition, upon the occurrence
of any of the foregoing events, the number of outstanding Awards and the number
and kind of shares subject to any outstanding Award and the purchase price per
share, if any, under any outstanding Award shall be equitably adjusted (including by payment of cash to a Participant)
in order to preserve the benefits or potential benefits intended to be made
available to Participants granted Awards. 
Such adjustments shall be made by the Board, whose determination as to
what adjustments shall be made, and the extent thereof, shall be final.  Unless otherwise determined by the Board,
such adjusted Awards shall be subject to the same vesting schedule and
restrictions to which the underlying Award is subject.


 


12

















 


14.          Amendments


 


Subject to Section 15(m), the Board may at any time and from time
to time alter, amend, suspend or terminate the Plan in whole or in part;  provided, however, that any amendment which under the requirements of any
applicable law or stock exchange rule must be approved by the shareholders
of the Company shall not be effective unless and until such shareholder
approval has been obtained in compliance with such law or rule; and provided further, that,
except as contemplated by Sections 8(b), 8(c) and 13(c) above, the
Board may not, without the approval of the Company’s shareholders, increase the
maximum number of shares issuable under the Plan or reduce the exercise price
of a Stock Option.  No termination or
amendment of the Plan may, without the consent of the Participant to whom an
Award has been granted, adversely affect the rights of such Participant under
such Award.  Notwithstanding any
provision herein to the contrary, the Board shall have broad authority to amend
the Plan or any Award under the Plan to take into account changes in applicable
tax laws, securities laws, accounting rules and other applicable state and
federal laws.


 


15.          Miscellaneous


 


(a)           Tax Withholding.  The Company may require any individual
entitled to receive a payment in respect of an Award to remit to the Company,
prior to such payment, an amount sufficient to satisfy any federal, state or
local tax withholding requirements.  The
Company shall also have the right to deduct from all cash payments made
pursuant to or in connection with any Award any federal, state or local taxes
required to be withheld with respect to such payments.  In the case of an Award payable in Shares,
the Company may, in its sole discretion, permit such individual to satisfy, in
whole or in part, such obligation to satisfy any federal, state or local taxes
by directing the Company to repurchase Shares that were issued to such
individual in accordance with, and subject to, all applicable laws and pursuant
to any such rules as the Committee may establish from time to time.


 


(b)           No Right to Grants
or Employment.  No Eligible Individual or Participant shall have any
claim or right to receive grants of Awards under the Plan.  Nothing in the Plan or in any Award or Award
Agreement shall confer upon any employee, consultant or independent contractor
of the Company any right to continued employment or service with the Company or
interfere in any way with the right of the Company to terminate the employment
or service of any of its employees, consultants or independent contractors at
any time, with or without cause.


 


(c)           Other Compensation.  Nothing in this Plan shall preclude or limit
the ability of the Company to pay any compensation to a Participant under the
Company’s other compensation and benefit plans and programs.


 


(d)           Other Employee
Benefit Plans. 
Payments received by a Participant under any Award made pursuant to the
Plan shall not be included in, nor have any effect on, the determination of
benefits under any other employee benefit plan or similar arrangement provided
by the Company, unless otherwise specifically provided for under the terms of
such plan or arrangement or by the Committee.


 


(e)           Unfunded Plan.  The Plan is intended to constitute an
unfunded plan for incentive compensation. 
Prior to the payment or settlement of any Award, nothing contained
herein shall give any Participant any rights that are greater than those of a
general creditor of the Company. In its sole discretion, the Committee may
authorize the creation of trusts or other arrangements to meet the obligations
created under the Plan to deliver Common Stock or payments in lieu thereof with
respect to awards hereunder.


 


(f)            Securities
Law Restrictions. 
The Committee may require each Eligible Individual purchasing or
acquiring Shares pursuant to a Stock Option or other Award under the Plan to
represent to and agree with the Company in writing that such Eligible
Individual is acquiring the Shares for investment and not with a view to the
distribution thereof.  All certificates for
Shares delivered under the Plan shall be subject to such stock-transfer orders
and other restrictions as the Committee may deem 


 


13

















 


advisable under
the rules, regulations, and other requirements of the Securities and Exchange
Commission, any exchange upon which the Common Stock is then listed, and any
applicable federal or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate reference
to such restrictions.  No Shares shall be
issued hereunder unless the Company shall have determined that such issuance is
in compliance with, or pursuant to an exemption from, all applicable federal,
state securities laws and Bermuda laws and regulations.


 


(g)           Award Agreement.  Except as expressly provided herein, in the
event of any conflict or inconsistency between the Plan and any Award
Agreement, the Plan shall govern, and the Award Agreement shall be interpreted
to minimize or eliminate any such conflict or inconsistency.


 


(h)           Expenses.  The costs and expenses of administering the
Plan shall be borne by the Company.


 


(i)            Application
of Funds. 
The proceeds received from the Company from the sale of Common Stock or
other securities pursuant to Awards will be used for general corporate
purposes.


 


(j)            Applicable
Law.  Except as to
matters of federal law, the Plan and all actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of New York.


 


(k)           Stated Periods of
Time.  In the event that any period of days, months
or years set forth in this Plan ends on a date that is Saturday, Sunday or a
public holiday in the United States, the end of such period shall be the first
business day following such date.


 


(l)            Six-Monthly Delay for Specified Employees. 
Notwithstanding anything herein to the contrary, if a Participant is a ‘specified
employee’ within the meaning of Section 409A(a)(2)(B)(i), as determined
under the Company’s established methodology for determining specified
employees, on the Participant’s Separation Date, any payment hereunder that
provides for a “deferral of compensation” within the meaning of Section 409A
shall not be paid or commence to be paid on any date prior to the first
business day after the date that is six months following the Participant’s
Separation Date; provided, however, that a payment delayed
pursuant to this Section 15(l) shall commence earlier in the event of
the Participant’s death prior to the end of the six-month period.  Any such delayed payments shall be
accumulated and paid on the first day of the seventh calendar month following
the date of separation from service.


 


(m)          Section 409A Compliance.  (i) Notwithstanding
any contrary provision in the Plan, an Award Document or an Award, if any
provision of the Plan, an Award Document or an Award 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 of the Plan, an Award Document or an Award may be modified by
the Committee without notice and consent of any person in any manner the
Committee deems reasonable or necessary. 
In making such modifications the Committee shall attempt, but shall not
be obligated, to maintain, to the maximum extent practicable, the original
intent of the applicable provision without contravening the provisions of Section 409A.  Moreover, any discretionary authority that
the Committee may have pursuant to the Plan shall not be applicable to an Award
that is subject to Section 409A to the extent such discretionary authority
would contravene Section 409A.


 


(ii)                                  If any amount owed to a Participant under
this Plan is considered for purposes of Section 409A to be owed to the
Participant by virtue of his termination of employment or service, such amount
shall be paid if and only if such termination of employment or service
constitutes a “separation from service” with the Company, determined using the
default provisions set forth in Treasury Regulation §1.409A-1(h) or any
successor regulation thereto; 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.


 


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