Exhibit 10.14


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”),
amended as of December 31, 2008 between BUNGE LIMITED, a Bermuda company
(the “Company”), and ALBERTO WEISSER (the “Executive”).


 


WHEREAS,
the Executive is currently employed by the Company, and the parties hereto
desire to continue such employment on the terms set forth in this Agreement;
and


 


WHEREAS,
the Executive is party to an Employment Agreement (the “2003 Employment
Agreement”), dated as of May 27, 2003, with the Company, and the
parties desire to amend and restate the 2003 Employment Agreement as of the
date hereof to comply with Section 409A of the Internal Revenue Code of
1986, as amended, and the regulations and guidance promulgated thereunder (the “Code”).


 


NOW,
THEREFORE, in consideration of the covenants and agreements set forth below,
the parties hereto agree to amend this Agreement as of the date hereof as
follows:


 


1.                                       EFFECTIVENESS OF AGREEMENT


 


1.1.                              General.  This Agreement is effective as
of the date hereof (the “Effective Date”).


 


2.                                       EMPLOYMENT AND DUTIES


 


2.1.                              General.  The Company hereby agrees to
continue to employ the Executive, and the Executive agrees to serve, as Chief
Executive Officer of the Company upon the terms and conditions herein
contained.  The Executive shall perform
such other duties and services for the Company commensurate with the Executive’s
position, as may be designated from time to time by the Board of Directors of
the Company (the “Board”).  The
Executive agrees to serve the Company faithfully and to the best of his ability
under the direction of the Board.


 


2.2.                              Services.


 


2.2.1.                     Exclusive Services. 
Except as may otherwise be approved in advance by the Board, and except
during vacation periods and reasonable periods of absence due to sickness,
personal injury or other disability, the Executive shall devote substantially
all of his working time throughout the Employment Term (as defined below) to
the services required of him hereunder. 
During the Employment Term, the Executive shall render his services
exclusively to the Company and, as determined by the Company, its Subsidiaries
(as defined below) (such Subsidiaries, together with the Company, the “Bunge
Group”) and shall use his best efforts, judgment and energy to improve and
advance the business and interests of the Bunge Group in a manner consistent
with the duties of his position.  For
purposes of this Agreement, “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 body or (b) any
other corporation or other entity in which the Company, directly or indirectly,
has an equity or similar interest.


 


2.2.2.                     Board and Community Service. 
Notwithstanding anything to the contrary set forth in Section 2.2.1
above, but subject to Section 9, the Executive may (a) serve on any
corporate, civic or charitable board upon obtaining the prior written consent
of the Board, except that no such consent shall be required for boards on which
the Executive serves as of the Effective Date, (b) engage in charitable
activities, (c) perform outside speaking, lecturing or teaching
engagements and (d) manage personal investments, provided that none
of the foregoing activities interferes in any material respect with the
performance by the Executive of his duties under this Agreement.


 


2.3.                              Term of Employment.  The
Executive’s employment under this Agreement shall commence as of the Effective
Date and shall continue in effect until the earlier of (a) the termination
of the


 

















 


Executive’s
employment pursuant to the terms of this Agreement or (b) the last day of the
month in which the Executive attains age 65 (such period of employment shall
hereinafter be referred to as the “Employment Term”).


 


2.4.                             Reimbursement of Expenses.  The
Company shall reimburse the Executive for reasonable travel and other business
expenses incurred by him during the Employment Term in the fulfillment of his
duties hereunder upon presentation by the Executive of an itemized account of
such expenditures, in accordance with Company practices, but in no event shall
the Company reimburse the Executive later than the last day of the calendar
year following the calendar year in which the related expense was incurred, and
no such reimbursement during any calendar year shall affect the amounts
eligible for reimbursement in any other calendar year.


 


3.                                       COMPENSATION


 


3.1.                              Base Salary.  During the Employment Term,
the Executive shall be entitled to receive a base salary (“Base Salary”)
at a rate of U.S.$1,200,000 per annum, payable in arrears in substantially
equal installments in accordance with the Company’s payroll practices, as in
effect from time to time.  Any
adjustments in Base Salary shall be made by the Compensation Committee of the
Board (the “Compensation Committee”) in its sole discretion; provided,
however, that such Base Salary may be increased but not decreased.


 


3.2.                              Short-Term Annual Bonus. 
During the Employment Term, the Executive shall be entitled to
participate in the Company’s annual performance bonus plan (the “Short-Term
Annual Bonus Plan”), under which the Executive shall be entitled to
receive, subject to the satisfaction of applicable performance criteria, an
annual target bonus equal to 133% of his Base Salary, at the annual rate in
effect for most of the calendar year to which such bonus relates.  Any adjustments to the Executive’s annual
target bonus shall be made by the Compensation Committee in its sole
discretion.  The other terms and
conditions of the short-term annual bonus described in this Section 3.2
(the “Short-Term Annual Bonus”) shall be as determined under the Short-Term
Annual Bonus Plan and payable in accordance with the timing set forth in the
Short-Term Annual Bonus Plan.


 


3.3.                              Long-Term Equity Incentive. 
During the Employment Term, the Executive shall be entitled to
participate in the Bunge Limited Equity Incentive Plan, as amended from time to
time (such plan, together with any successor or replacement plan(s), shall
hereinafter be referred to as the “Bunge Equity Plan”).  Awards, if any, granted to the Executive
shall be determined by the Compensation Committee in its sole discretion.  The other terms and conditions of such Awards
shall be as determined under the terms of the Bunge Equity Plan.


 


4.                                       EMPLOYEE BENEFITS


 


4.1.                              General.  During the Employment Term,
the Executive shall be, or, where applicable, continue to be, included to the
extent eligible thereunder in all employee benefit plans, programs or
arrangements (including, without limitation, any plans, programs or
arrangements providing retirement benefits, profit sharing, disability
benefits, health and life insurance, or paid holidays) that shall be
established by the Company for, or made available to, its senior
executives.  In addition, the Company
shall furnish the Executive with coverage by the Company’s customary director
and officer indemnification arrangements, subject to applicable law.


 


4.2.                              Supplemental Pension.


 


4.2.1.                     Eligibility for Pension. 
Subject to the provisions of this Section 4.2 and Section 11.11,
the Executive shall be entitled to receive a supplemental pension equal to (i) an
amount determined based on Formula A (as defined below), plus (ii) an
amount determined based on Formula B (as defined below) (the “Pension”).  The portion of the Pension determined based
on Formula A shall be payable if the Executive remains in the employ of the
Company until the last day of the month in which he attains age 55 and the
portion of the Pension determined based on Formula B shall be fully vested at
all times.  The Company shall also pay
the portion of the Pension determined based on Formula A to the Executive if
his employment with the Company terminates at any time after the Effective Date
as a result of (a) the Executive’s Disability (as defined below), (b) the
Executive’s resignation for Good Reason (as defined below) or (c) the
Executive’s termination by the Company without Cause (as defined below).  If the Executive should die at any time after
the Effective Date, the Executive’s Surviving


 


2

















 


Spouse
shall be entitled, in lieu of the Pension, to the death benefit described in Section 4.2.6.  The provisions of this Section 4.2 shall
apply notwithstanding anything to the contrary set forth in this Agreement.


 


4.2.2.                    Amount of Pension. 
Subject to Section 4.2.5, the Pension payable to the Executive
hereunder shall be a single life annuity commencing on the first day of the
month following the month in which the Elected Payment Date (as defined below)
occurs, which, when added to the Executive’s Other Retirement Benefits (as
defined below), provides the Executive with an annuity for life equal to 45% of
his Average Base and Bonus (as defined below). 
No actuarial or other adjustment shall be made to the Pension for
commencement after the date that the Executive attains age 65.


 


4.2.3.                    Elected Payment Date.  (a) 
The Executive shall be entitled to make, no later than December 31, 2008,
an election as to the date on which payment of the Pension shall commence (the “Elected
Payment Date”).  In the event that
the Executive does not elect an Elected Payment Date prior to December 31,
2008, the Elected Payment Date shall be the later of the first day of the month
following the month in which (i) the Executive terminates employment with
the Company and (ii) the Executive attains age 55.  (b)  In the event that the  Executive elects to commence payment of his
Pension on or before the date he attains age 65, the amount of the Pension
determined based on Formula A shall be reduced by 2% per year (or the pro rata
portion thereof) for each year from age 60 to prior to age 65 and 6% per year
(or the pro rata portion thereof) for each year from age 55 to prior to age 60
and the amount of the Pension determined based on Formula B shall be reduced in
the same manner as provided under the Retirement Plan (as defined below).


 


4.2.4.                    Forfeiture of Pension.  No
portion of the Pension determined based on Formula A shall be payable hereunder
if (a) the Executive resigns without Good Reason prior to the last day of
the month in which he attains age 55, (b) the Executive’s employment is
terminated by the Company at any time for Cause, (c) the Executive
breaches in any material respect any provision of Section 9.2.1, 9.2.2 or
9.3 or (d) the Executive dies prior to the commencement of the Pension; provided,
however, that, if the Executive resigns at any time without Good Reason
during the Change of Control Period (as defined below), he shall be entitled to
receive the Pension in accordance with Section 4.2.2; provided further
that, if the Executive dies prior to the commencement of the Pension, the death
benefit contemplated by Section 4.2.6 shall apply.  Notwithstanding the foregoing, the portion of
the Pension determined based on Formula B shall be fully vested at all times
and shall not be subject to forfeiture.


 


4.2.5.                    Other Annuity Form.  The
Executive may elect, in accordance with written procedures established by the
Company for this purpose, to have the Pension paid in the following annuity
forms under the Bunge U.S. Pension Plan (such plan, together with any successor
or replacement plan(s), shall hereinafter be referred to as the “Retirement
Plan”): (i) single life annuity, (ii) 100% qualified joint and
survivor annuity, (iii) 75% qualified joint and survivor annuity, (iv) 66
2/3 qualified joint and survivor annuity, (v) 50% qualified joint and
survivor annuity, (vi) single life annuity with a 10-year term certain
payment option or (vii) 100% qualified joint and survivor annuity with a
10-year term certain payment option.  If
the Executive does not elect an annuity form, his Pension shall be paid in the
form of the 100% qualified joint and survivor annuity with a 10-year term
certain payment option.  Such election
may be changed by the Executive at any time by a subsequent election filed with
the Company, as long as such subsequent election is filed with the Company at
least 30 days prior to the Executive’s termination of employment with the
Company (or such lesser period prior to such termination of employment as the
Compensation Committee shall permit). 
For any annuity made under this Section 4.2 (other than a single
life annuity commencing after the Executive attains age 65), actuarial
equivalence shall be made and determined (i) in accordance with the
factors and other relevant assumptions set forth in the Retirement Plan and (ii) to
the extent actuarial equivalence for an annuity form is not specified in the
Retirement Plan, based on actuarial assumptions reasonably established by the
Company’s actuary for the Retirement Plan.


 


4.2.6.                    Death Benefit. 
Subject to Section 4.2.4, if the Executive dies his Surviving
Spouse shall receive one of the following death benefits (each, a “Death
Benefit”), subject to the terms and conditions set forth below:


 


(a)                                  If the Executive dies
prior to the commencement of the Pension, then his Surviving Spouse shall
receive a pension equal to the survivor benefit that would have been payable to
such Surviving Spouse if the Executive had commenced payment of his Pension as
of the later to occur of (x) the date of the Executive’s death and (y) the
date on which the Executive would have attained age 55 had he not died.


 


3

















 


This
benefit shall be paid as if the Executive had elected a payment, as of his date
of death, in the form of a 100% qualified joint and survivor annuity with a
10-year term certain payment option; provided, however, that the
Surviving Spouse may, prior to commencement of payment, make a one-time
irrevocable election to have the Death Benefit determined as if the annuity
form deemed elected in accordance with this sentence had been in the form of a
100% qualified joint and survivor annuity. 
Such payment shall commence within 60 days following the Executive’s
date of death, regardless of whether such payment occurs prior to the Elected Payment
Date.


 


(b)                                 If the Executive dies after the commencement
of the Pension, the survivor benefit payable to the Executive’s Surviving
Spouse, if any, shall be based on the annuity form elected by the Executive
prior to his death, it being understood that no Death Benefit shall be payable
if, prior to his death, the Executive elected a single life annuity.


 


If
the Executive and his Surviving Spouse die simultaneously under circumstances
where it is impossible to determine if one predeceased the other, the Executive
will be deemed to have predeceased his Surviving Spouse, and the term certain
portion of the Death Benefit shall be payable to the Surviving Spouse’s
estate.  Except as expressly contemplated
hereunder, no other benefits under this Section 4.2 shall be payable to
the Executive’s Surviving Spouse, beneficiaries or estate, and no consent of
the Executive’s Surviving Spouse, if any, shall be required with respect to the
form of annuity in which the Pension is paid.


 


4.2.7.                     Additional Definitions.  For
purposes of this Section 4.2, the terms set forth below shall have the
following meanings:


 


(a)                                  “Average Base and Bonus” shall mean
the sum of (i) the average of the Executive’s Base Salary for the
five-year period immediately prior to and including the date on which the
Pension commences (the “5-Year Period”), determined, for any partial
year, on an annualized basis, and (ii) the average of the Executive’s
Short-Term Annual Bonus (excluding any long-term, supplemental or special
bonuses) actually paid to the Executive for the 5-Year Period, determined, for
any partial year, on an annualized basis; provided, however,
that, if the Short-Term Annual Bonus has not been paid to the Executive for the
last year of the 5-Year Period, the Executive’s target Short-Term Annual Bonus
shall be used to calculate the amount contemplated in clause (ii) with
respect to such year.


 


(b)                                 “Other Retirement Benefits” shall mean
the retirement benefits payable to the Executive on a single life annuity basis
and commencing on the date that the Executive attains age 65 under the
Retirement Plan and any other U.S. defined benefit plan(s) of the Bunge
Group in which the Executive participates, regardless of whether such benefits
are paid as of such date or in any other form.


 


(c)                                  “Formula A” shall mean 45% of the
Executive’s Average Base and Bonus, less (i) the portion of the
Pension determined based on Formula B and (ii) the Other Retirement
Benefits.


 


(d)                                 “Formula B” shall mean the amount by
which the benefit which would otherwise by payable to the Executive under the
Retirement Plan is reduced by operation of the limitations imposed by Section 415
of the Code and/or Section 401(a)(17) of the Code.  For the purposes of determining the amount of
the Pension based on Formula B, amounts deferred pursuant to a salary deferral
election by the Executive under a non-qualified deferred compensation plan
maintained by the Company shall be included for the year the compensation is
earned.


 


4.3.                              Vacation.  During the Employment Term,
the Executive shall be eligible for 20 business days of paid vacation each
calendar year, which number of days may be increased, but not decreased, on an
annual basis in the sole discretion of the Compensation Committee.  If the Executive’s employment ends for any reason,
the Executive shall only be paid for unused vacation that accrued during the
calendar year in which his Date of Termination (as defined below) occurs.


 


4

















 


5.                                       TERMINATION OF EMPLOYMENT


 


5.1.                              Termination Without Cause; Resignation for
Good Reason.


 


5.1.1.                     General.  Subject to the provisions of
Sections 5.1.2 and 5.1.3, if, prior to the expiration of the Employment Term,
the Executive’s employment with the Company is terminated by the Company
without Cause or by the Executive for Good Reason, subject to the Executive’s
execution of a general release of claims in substantially the form attached
hereto as Exhibit A (the “Release”) that becomes irrevocable
not later than the 60th calendar day following the Executive’s Date of
Termination, the Company shall:


 


(a)                                  pay the Executive an amount (the “Severance
Payment”) equal to three times the sum of (i) the
highest annual rate of Base Salary paid to the Executive with respect to the
three calendar years immediately preceding the Executive’s Date of Termination
and (ii) the average structural (grid-based) Short-Term Annual Bonus
(excluding any long-term, supplemental or special bonuses) actually paid to the
Executive for the three calendar years immediately preceding the Executive’s
Date of Termination, payable in substantially equal monthly installments for
the 36-month period following the Executive’s Date of Termination (the “Severance
Period”); provided, however, that, if the Executive’s
employment with the Company is terminated by the Company without Cause or by
the Executive for Good Reason during the Change of Control Period, clause (ii) of
this subsection (a) shall be superseded and replaced with the following
clause:  “(ii) the target Short-Term
Annual Bonus (excluding any long-term, supplemental or special bonuses) in
effect as of the Executive’s Date of Termination”;


 


(b)                                 pay the Executive his Base Salary, to the
extent not yet paid, through and including the Executive’s Date of Termination;


 


(c)                                  pay the Executive a pro rata
portion (through the Date of Termination) of the Short-Term Annual Bonus that
the Executive would have been entitled to receive for the then applicable
performance period pursuant to Section 3.2 had the Executive remained
employed for the entire performance period. 
The Compensation Committee may, in its sole discretion, elect to pay the
amount described in this subsection (c) (i) no later than 30 business days
following the Executive’s Date of Termination, in which case, such amount shall
be calculated in good faith by the Compensation Committee based on the Company’s
performance results for the last full calendar quarter immediately preceding
his Date of Termination or (ii) at the time bonuses under the Short-Term
Annual Bonus Plan are paid to the Company’s executives generally, in which
case, such amount shall be calculated in good faith by the Compensation
Committee based on the Company’s performance results for the calendar year to
which the bonus relates.  For purposes of
calculating the amount described in this subsection (c), the Executive’s
performance results shall be determined on a target-level basis;


 


(d)                                 offer the Executive continuing coverage under
the Company’s health and medical insurance plans and programs (at the Executive’s
sole cost during the period that the Executive is entitled to coverage under Section 4980B(f) of
the Internal Revenue Code of 1986, as amended (the “Code”) (relating to “COBRA”
coverage) and, thereafter, determined as if such COBRA coverage continued) until
the earlier of (i) the date on which the Executive and his spouse, if any,
are both age 65 and (ii) the date on which the Executive is eligible to
receive health, medical or other insurance benefits under a subsequent employer’s
plan; provided further that, if the Executive is eligible to
receive health, medical or other insurance benefits under a subsequent employer’s
plan, the health, medical and other insurance benefits described herein shall
be secondary to those provided under such other plans;


 


(e)                                  provide the Executive with accelerated
vesting of any unvested benefits in the Company’s defined contribution and
defined benefit retirement plans, unless such acceleration is prohibited by
law;


 


(f)                                    consider the Executive fully vested with
respect to his entitlement to receive retiree medical and life insurance
benefits that the Company offers to its senior executives as of the Executive’s
Date of Termination; provided, however, that at no time prior to
the Executive’s Date of Termination shall


 


5

















 


the
Company be obligated by the terms of this subsection (f) to provide, or
continue to provide, such benefits to the Executive or any other individual;


 


(g)                                 deem any vesting or service under any
outstanding stock option, restricted stock or other equity-based awards fully
satisfied;


 


(h)                                 deem any Company performance requirements
under any outstanding stock option, restricted stock or other equity-based
awards to be satisfied to the extent such performance requirements are
satisfied as of the Executive’s Date of Termination; and


 


(i)                                     provide substantially similar other benefits
that are provided to other senior executives of the Company upon termination
(the benefits described in this subsection (i), together with those described
in subsections (b) through (h) above, shall hereinafter be referred
to as “Severance Benefits”).


 


Subject
to Section 4.2, the Executive shall have no further right to receive any
other compensation or benefits after such termination or resignation of
employment, except as determined in accordance with the terms of the Company’s
benefit plans and programs.


 


5.1.2.                     Conditions Applicable to the Severance Period.  If,
during the Severance Period, the Executive breaches any of his obligations under
Section 9, the Company may, upon written notice to the Executive,
terminate the Severance Period, cease to make any further payments of the
Severance Payment and cease to provide any Severance Benefits, except as
required by applicable law.  If the Employment
Term expires in the manner contemplated by Section 2.3 following the
Executive’s attainment of age 65, no Severance Payment or Severance Benefits
shall be payable to the Executive.


 


5.1.3.                     Death During Severance Period. 
Subject to Sections 4.1 and 4.2.6, in the event of the Executive’s death
during the Severance Period, payments of the Severance Payment shall continue
to be made during the remainder of the Severance Period, and any unpaid bonus
payments under Section 5.1.1(c) shall be paid on the terms set forth
therein, to the beneficiary designated in writing for this purpose by the
Executive or, if no such beneficiary is specifically designated, to the
Executive’s estate.  Except for the
medical benefits described in Section 5.1.1(d) or as otherwise
required by law, the provision of Severance Benefits by the Company shall end
on the date of the Executive’s death.


 


5.1.4.                     Date of Termination.  For
purposes of this Agreement, “Date of Termination” shall mean (a) with
respect to the termination of the Executive’s employment without Cause, the
date specified in a written notice of termination from the Company to the
Executive and (b) with respect to the termination by the Executive of his
employment for Good Reason, the date specified in a written notice of
resignation from the Executive to the Company; provided, however,
that no such written notice from the Executive shall be effective unless the
cure period specified in the proviso in Section 5.4 has expired without
the Company having corrected, in all material respects, the event or events
subject to cure; provided further that, if no date of
termination is specified in the written notice from the Executive, the Date of
Termination shall be the first day following the expiration of such cure
period.


 


5.2.                              Termination for Cause; Resignation Without
Good Reason.


 


5.2.1.                     General.  If, prior to the expiration of
the Employment Term, the Executive’s employment with the Company is terminated
by the Company for Cause or the Executive resigns from his employment hereunder
other than for Good Reason, the Executive shall be entitled only to payment of
his Base Salary as is then in effect through and including the Date of
Termination.  Subject to Section 4.2,
the Executive shall have no further right to receive any other compensation or
benefits after such termination of or resignation from employment, except as
determined in accordance with the terms of the Company’s equity plans and
related award agreements and benefit plans and programs.


 


5.2.2.                     Date of Termination.  For
purposes of this Agreement, “Date of Termination” shall mean (a) with
respect to the termination of the Executive’s employment for Cause or
Disability, the date specified in a


 


6

















 


written
notice of termination from the Company to the Executive; provided, however,
that, in connection with a termination for Cause, no such written notice from
the Company shall be effective unless the cure period specified in the proviso
in Section 5.3 has expired without the Executive having corrected, in all
material respects, the event or events subject to cure, (b) with respect
to the termination by the Executive of his employment without Good Reason, the
later of (i) the date specified in a written notice of resignation from
the Executive to the Company or (ii) 120 days after receipt by the Company
of a written notice of resignation from the Executive and (c) with respect
to the termination of the Executive’s employment due to death, the date of the
Executive’s death.


 


5.3.                              Cause.  Termination for “Cause”
shall mean termination of the Executive’s employment because of:


 


(a)                                  any act or omission that constitutes a
material breach by the Executive of this Agreement;


 


(b)                                 the willful and continued failure or refusal
of the Executive to substantially perform the duties required of him as an
employee of the Company;


 


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


 


(d)                                 any other willful misconduct by the Executive
that is materially injurious to the financial condition, business or reputation
of, or is otherwise materially injurious to, any member of the Bunge Group;


 


provided, however, that, if any such Cause
relates to the Executive’s obligations under this Agreement, the Company may
not terminate the Executive’s employment for Cause unless (i) the Company
first gives the Executive notice of its intention to terminate and of the
grounds for such termination within 90 days following such event and (ii) the
Executive has not, within 30 days following receipt of such notice, cured
such Cause in a manner that is reasonably satisfactory to the Compensation
Committee, or in the event such Cause is not susceptible to cure within such
30-day period, the Compensation Committee reasonably determines that the
Executive has not taken all reasonable steps within such 30-day period to cure
such Cause as promptly as practicable thereafter.


 


5.4.                             Good Reason.  For purposes of this
Agreement, “Good Reason” shall mean any of the following (without the
Executive’s prior written consent):


 


(a)                                  a failure by the Company to pay material
compensation due and payable to the Executive in connection with his
employment;


 


(b)                                 a material diminution of the authority,
responsibilities or positions of the Executive from those set forth in Section 2.1;


 


(c)                                  the occurrence of acts or conduct on the part
of the Company, its officers, representatives or stockholders that prevent the
Executive from, or substantially hinder the Executive in, performing his duties
or responsibilities pursuant to Section 2.1; or


 


(d)                                 if immediately prior to the Change of Control
Period the Executive’s principal place of employment is located within the
metropolitan New York area, any relocation during the Change of Control Period
at the request of the Company of the Executive’s principal place of employment
to a location outside of the metropolitan New York area;


 


provided, however, that no event or condition
described in clauses (a) and (b) of this Section 5.4 shall
constitute Good Reason unless (i) the Executive gives the Company written
notice of his 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 the Executive within 30 days


 


7

















 


following
the Company’s receipt of such notice (or in the event that such event or
condition is not susceptible to correction within such 30-day period, the
Executive reasonably determines that the Company has not taken all reasonable
steps within such 30-day period to correct such event or condition as promptly
as practicable thereafter) and (iii) the Executive resigns from his
employment with the Company not more than 30 days following the expiration
of the 30-day period described in the foregoing clause (ii).


 


6.                                       DEATH OR DISABILITY


 


6.1.                              Payments and Benefits.  In
the event of the Executive’s termination of employment with the Company by
reason of his death or Disability, the Executive (or his estate, as applicable)
shall be entitled to the following:


 


(a)                                  the payment of his Base Salary, to the extent
not yet paid, through and including his Date of Termination; and


 


(b)                                 an amount equal to that set forth in Section 5.1.1(c).


 


Other
benefits shall be determined in accordance with the terms of the Company’s
equity plans and related award agreements and benefit plans and programs, and,
subject to Section 4.2, the Company shall have no further obligation
hereunder, including, without limitation, with respect to any long-term,
supplemental or special bonuses.  For
purposes of this Agreement, “Disability” means a physical or mental
disability or infirmity of the Executive, as determined by a physician of
recognized standing selected by the Company, that prevents (or, in the opinion
of such physician, is reasonably expected to prevent) the normal performance by
the Executive of his duties as an employee of the Company for any continuous
period of 180 days or for 180 days during any one 12-month period.


 


7.                                       CHANGE OF CONTROL


 


7.1.                              Change of Control.  For
purposes of this Agreement, “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 to constitute at least a majority of the Board;


 


8

















 


;
provided, however, that with respect to any
distribution that is subject to Section 409A of the Code (“Section 409A”)
and payment is to be accelerated in connection with the Change of Control, no
event(s) set forth in clauses (a), (b) or (c) above shall
constitute a Change of Control for purposes of this Agreement 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.


 


7.2.                              Approved Member.  For
purposes of this Section 7, “Approved Members” shall mean the
individuals who, as of the Effective Date, 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).


 


7.3.                              Person.  For purposes of this Section 7,
“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 International Limited, (b) any member of 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.


 


7.4.                              Change of Control Period.  For
purposes of this Agreement, “Change of Control Period” shall mean (a) the
period occurring on the date of a Change of Control and continuing for 30
months thereafter and (b) to the extent that the Executive is terminated
without Cause within the 12-month period immediately prior to the date of a
Change of Control and there is a reasonable basis to conclude that such
termination was at the request or direction of any person acquiring control of
the Company in such Change of Control, the 12-month period immediately prior to
the date of such Change of Control.


 


8.                                       CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY


 


8.1.                              Gross-Up Payment.  In
the event that any payment, distribution or benefit received, or to be
received, by the Executive pursuant to the terms of this Agreement or of any
other plan, arrangement or agreement of any member of the Bunge Group (determined
without regard to any additional payments required under this Section 8)
(a “Payment”) would be subject to the excise tax imposed by Section 4999
of the Code or any interest or penalties would be incurred by the Executive
with respect to such excise tax (such excise tax, together with any such
interest and penalties, is hereinafter collectively referred to as the “Excise
Tax”), then the Company shall pay to the Executive an additional payment (a
“Gross-Up Payment”) in an amount such that, after payment by the
Executive of all taxes (including any interest or penalties imposed with
respect to such taxes), including, without limitation, any income and
employment taxes and the Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payments.


 


8.2.                              Gross-Up Payment Calculation. 
Subject to the provisions of Sections 8.3 and 10, all determinations
required to be made under this Section 8, including, without limitation,
whether and when a Gross-Up Payment is required, the amount of such Gross-Up
Payment, and the assumptions to be utilized in arriving at such determination
shall be made by an internationally recognized certified public accounting firm
as shall be designated by the Company (the “Accounting Firm”), subject
to the approval of the Executive, which approval shall not be unreasonably
withheld.  The Accounting Firm shall
provide detailed supporting calculations both to the Company and the Executive
within 15 business days of the receipt of notice from the Executive that there
has been a Payment, or such earlier time as is requested by the Company.  All fees and expenses of the Accounting Firm
shall be borne solely by the Company. 
Any Gross-Up Payment, as determined pursuant to this Section 8,
shall be paid by the Company to the Executive within five days of the receipt
of the Accounting Firm’s determination. 
As a result of the uncertainty in the application of Section 4999
of the Code at the time of the initial determination by the Accounting Firm
hereunder it is possible that Gross-Up Payments which will not have been made
by the Company should have been made (the “Underpayment”), consistent
with the calculations required to be made hereunder.  In the event that the Company exhausts its
remedies pursuant to Sections 8.3 and 10 and the Executive thereafter is


 


9

















 


required
to make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.


 


8.3.                             Claim by the IRS.  The Executive shall notify the Company in
writing of any claim by the U.S. Internal Revenue Service (the “IRS”)
that, if successful, would require the payment by the Company of the Gross-Up
Payment.  Such notification shall be
given as soon as practicable, but no later than 10 business days after the
Executive is informed in writing of such claim, and shall apprise the Company
of the nature of such claim and the
date on which such claim is requested to be paid.  The Executive shall not pay such claim prior
to the expiration of the 30-day period following the date on which the
Executive gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest such
claim, the Executive shall:


 


(a)                                  give the Company any information reasonably
requested by the Company relating to such claim;


 


(b)                                 take such action in connection with
contesting such claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company;
and


 


(c)                                  cooperate with the Company in good faith in
order to effectively contest such claim;


 


provided, however, that the Company shall,
subject to applicable law, bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold the Executive harmless, on an after-tax
basis, for any Excise Tax or income and employment tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.  Without
limitation on the foregoing provisions of this Section 8.3, the Company
shall control all proceedings taken in connection with such contest and, at its
sole option, may pursue or forego any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect of
such claim and may, at its sole option, either direct the Executive to pay the
tax claimed and sue for a refund or contest the claim in any permissible
manner, and the Executive shall agree to prosecute such contest to a
determination before any administrative tribunal, in a court of initial jurisdiction
and in one or more appellate courts, as the Company shall determine, subject,
in each instance, to the Company reimbursing the Executive for all reasonable
costs and expenses paid or incurred by the Executive following such direction
by the Company.  Furthermore, the Company’s
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder, and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised by the
IRS or any other taxing authority as long as such issue does not affect the
Company’s payment obligations hereunder.


 


Notwithstanding
anything to the contrary herein, any Gross-Up Payment, shall be paid no later
than the last day of the calendar year following the calendar year in which the
Executive remitted the Excise Tax.  Any
reimbursement by the Company of costs and expenses incurred by the Executive in
connection with a litigation proceeding relating to the Excise Tax shall be
paid no later than the last day of the calendar year following the calendar
year in which the Executive remitted the Excise Tax, and if the claim is
contested without first paying the Excise Tax, then by the end of the calendar
year following the calendar year in which there is a final and nonappealable
settlement or other resolution of the litigation.


 


8.4.                              Entitlement to Refund.  If,
after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 8.3, the Executive becomes entitled to receive any refund
with respect to such claim, the Executive shall (subject to the Company’s
complying with the requirements of Section 8.3) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto).


 


10














 


9.             CONFIDENTIALITY; NONCOMPETITION;
NONSOLICITATION


 


9.1.          Confidentiality.  The Executive agrees with the Company that he
shall not at any time, except in the performance of his obligations to the
Company hereunder or with the prior written consent of the Company, directly or
indirectly, reveal to any person, entity or other organization (other than the
Bunge Group, or its employees, officers, directors, shareholders or agents) or
use for his own benefit any information deemed to be confidential (prior to its
disclosure to the Executive) by the Bunge Group (“Confidential Information”)
relating to the assets, liabilities, employees, goodwill, business or affairs
of any member of the Bunge Group, including, without limitation, any
information concerning past, present or prospective customers, manufacturing
processes, marketing data, or other confidential information used by, or useful
to, any member of the Bunge Group and known (whether or not known with the
knowledge and permission of any member of the Bunge Group and whether or not,
at any time prior to the Effective Date, developed, devised, or otherwise
created in whole or in part by the efforts of the Executive) to the Executive
by reason of his employment by, shareholdings in or other association with any
member of the Bunge Group.  The Executive
further agrees that he shall retain all copies and extracts of any written
Confidential Information acquired or developed by him during any such
employment, shareholding or association in trust for the sole benefit of the
Bunge Group and its successors and assigns. 
The Executive further agrees that he shall not, without the prior
written consent of the Company, remove or take from the Bunge Group’s premises
(or, if previously removed or taken, he shall, at the Company’s request,
promptly return) any written Confidential Information or any copies or extracts
thereof.  Upon the request and at the
expense of the Company, the Executive shall promptly make all disclosures,
execute all instruments and papers and perform all acts reasonably necessary to
vest and confirm in the Bunge Group, fully and completely, all rights created
or contemplated by this Section 9.1. 
The term “Confidential Information” shall not include information
that is or becomes generally available to the public other than as a result of
a disclosure by, or at the direction of, the Executive.


 


9.2.          Noncompetition and Nonsolicitation.


 


9.2.1.       Noncompetition.  The Executive agrees with the Company that,
for so long as the Executive is employed by the Company and continuing
thereafter for the longer of (a) 18 months following the Executive’s Date
of Termination for any reason or (b) where applicable, the Severance
Period (the “Restricted Period”), he shall not, without the prior
written consent of the Company, directly or indirectly, and whether as
principal or investor or as an employee, officer, director, manager, partner,
consultant, agent or otherwise, alone or in association with any other person,
firm, corporation or other business organization, carry on a Competing Business
(as defined below) in any geographic area in which any member of the Bunge
Group has engaged, or engages during the Restricted Period, in a Competing
Business (including, without limitation, any area in which any customer of any member
of the Bunge Group may be located).


 


9.2.2.       Nonsolicitation.  As a separate and independent covenant, the
Executive agrees with the Company that, during the Restricted Period, he shall
not in any way, directly or indirectly (except in the course of his employment
with the Company), for the purpose of conducting or engaging in any Competing
Business, call upon, solicit, advise or otherwise do, or attempt to do,
business with any person who is, or was, during the then most recent 12-month
period, a customer of any member of the Bunge Group, or take away or interfere
or attempt to take away or interfere with any custom, trade, business,
patronage or affairs of any member of the Bunge Group, or interfere with or
attempt to interfere with any person who is, or was during the then most recent
12-month period, an employee, officer, representative or agent of any member of
the Bunge Group, or solicit, induce, hire or attempt to solicit, induce or hire
any of them to terminate service with any member of the Bunge Group or violate
the terms of their contracts, or any employment arrangements, with any member
of the Bunge Group.


 


9.2.3.       Competing Business.  For purposes of this Section 9.2, “Competing
Business” means any business then engaged in by any member of the Bunge
Group; provided, however, that nothing herein shall limit the
right of the Executive to own not more than 1% of any of the debt or equity
securities of any business organization that is then filing reports with the
Securities and Exchange Commission pursuant to Section 13 or 15(d) of
the Exchange Act.


 


9.3.          Cooperation of the Executive.  During and after the Executive’s employment
with the Company, the Executive shall reasonably cooperate with the Company in
the defense or prosecution of any claims or actions now in existence or which
may be brought in the future against or on behalf of the Company and in
connection with any investigation or review of any federal, state or local
regulatory authority as any such investigation or review relates to events or
occurrences that transpired while the Executive was employed by the 


 


11

















 


Company or any former or current member of the Bunge
Group.  The Company shall reimburse the
Executive for all reasonable costs and expenses incurred in connection with his
performance under this Section 9.3, including, without limitation, all
reasonable attorneys’ fees and costs.


 


9.4           Exclusive Property.  The Executive confirms that all confidential
information is and shall remain the exclusive property of the Bunge Group.  All business records, papers and documents
kept or made by the Executive relating to the business of the Bunge Group shall
be and remain the property of the Bunge Group.


 


9.5.          Certain Remedies.  Without intending to limit the remedies
available to the Bunge Group, the Executive agrees that a breach of any of the
covenants contained in this Section 9 may result in material and
irreparable injury to the Bunge Group for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of such a breach or threat thereof, any member
of the Bunge Group shall be entitled to seek a temporary restraining order or a
preliminary or permanent injunction, or both, without bond or other security,
restraining the Executive from engaging in activities prohibited by this Section 9
or such other relief as may be required specifically to enforce any of the
covenants in this Section 9.  Such
injunctive relief in any court shall be available to the Bunge Group in lieu
of, or prior to or pending determination in, any arbitration proceeding.


 


10.           ARBITRATION


 


10.1.        General Terms.  Except as provided in Section 9.5 above,
any future dispute, controversy or claim between the parties arising from or
relating to this Agreement, its breach or any matter addressed by the Agreement
shall be resolved through binding, confidential arbitration to be conducted by
a panel of three arbitrators that is mutually agreeable to both the Executive
and the Company, all in accordance with the arbitration rules of the
American Arbitration Association set forth in its National Rules for the
Resolution of Employment Disputes then in effect (the “AAA’s Arbitration
Rules”).  If the Executive and the
Company cannot agree upon the panel of arbitrators, the arbitration shall be
settled before a panel of three arbitrators, one to be selected by the Company,
one by the Executive and the third to be selected by the two persons so
selected, all in accordance with the AAA’s Arbitration Rules.  The arbitration proceeding shall be held in
New York City or such other location as is mutually agreed in writing by the
parties.  The arbitrators shall base
their award on the terms of this Agreement, and the arbitrators shall strictly
follow the law and judicial precedents that a United States District Judge
sitting in the Southern District of the State of New York would apply in the
event the dispute were litigated in such court. 
The arbitration shall be governed by the substantive laws of the State
of New York applicable to contracts made and to be performed therein, without
regard to conflicts of law rules, and by the arbitration law chosen by the
arbitrators, and the arbitrator shall have no power or authority to order or
grant any remedy or relief that a court could not order or grant under
applicable law.  Judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereof.  Nothing contained in this Section 10.1
shall be construed to preclude the Company from exercising its rights under Section 9.5
above.


 


10.2.        Costs and Attorneys’ Fees.  The Company shall bear the cost of the
arbitrators.  Costs and expenses
associated with the arbitration that are not otherwise assignable to one of the
parties shall be allocated equally between the parties.  In every other respect, the parties shall
each pay their own costs and expenses, including, without limitation, attorneys’
fees and costs.


 


11.           MISCELLANEOUS


 


11.1.        Communications.  All notices and other communications given or
made pursuant hereto shall be in writing and shall be deemed to have been duly
given or made (a) if delivered by hand, upon receipt, (b) if sent by
telecopy or facsimile transmission, upon confirmation of receipt by the sender
of such transmission or (c) if mailed by registered or certified mail
(postage prepaid, return receipt requested), on the fifth business day after
mailed to the appropriate party at the following address (or at such other
address for a party as shall be specified by like notice, except that notices
of changes of address shall be effective upon receipt):


 


12

















 


(a)                                  if
to the Company:


 


Bunge Limited


Attn:  Chief Personnel Officer


50 Main Street, 6th Floor


White Plains, New
York  10606


Fax:  (914) 684-3458


 


(b)                                 if
to the Executive:


 


Alberto Weisser


4 Pineview Circle


Purchase, New York  10577


Fax:  (914) 686-6352


 


11.2.                        Waiver
of Breach.  The waiver by the
Executive or the Company of a breach of any provision of this Agreement by the
other party hereto shall not operate or be construed as a waiver of any
subsequent breach by either party.


 


11.3.                        Severability.  The parties hereto recognize that the laws
and public policies of various jurisdictions may differ as to the validity and
enforceability of covenants similar to those set forth herein.  It is the intention of the parties that the
provisions hereof be enforced to the fullest extent permissible under the laws
and policies of each jurisdiction in which enforcement may be sought, and that
the unenforceability (or the modification to conform to such laws or policies)
of any provisions hereof shall not render unenforceable, or impair, the
remainder of the provisions hereof. 
Accordingly, if at the time of enforcement of any provision hereof, a
court of competent jurisdiction holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum period, scope or geographic area reasonable under such
circumstances shall be substituted for the stated period, scope or geographical
area and that such court shall be allowed to revise the restrictions contained
herein to cover the maximum period, scope and geographical area permitted by law.


 


11.4.                        Assignment;
Successors.  No right, benefit or
interest hereunder shall be assigned, encumbered, charged, pledged,
hypothecated or be subject to any setoff or recoupment by the Executive.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of the Company, and the Company
shall cause its obligations remaining under this Agreement to be assumed by any
entity that succeeds to all or substantially all of the Company’s business or
assets; provided, however, that no such assumption shall relieve
the Company of its obligations under this Agreement to the extent such
obligations are not satisfied by the entity assuming the Company’s obligations
hereunder, unless the Company obtains the written consent of the Executive at
the time of such assumption.


 


11.5.                        Entire
Agreement.  This Agreement represents
the entire agreement of the parties and shall supersede any and all previous
contracts, arrangements or understandings between the Company and the Executive
with respect to the subject matter set forth herein, including, without
limitation, the 2003 Employment Agreement; provided, however,
that this Agreement shall not supersede any of the Executive’s pension
entitlements in existence as of the Effective Date or, subject to Sections 5.1.1(g) and
(h), any Awards granted to the Executive under the Bunge Equity Plan that are
outstanding as of the Effective Date. 
This Agreement may be amended at any time by mutual written agreement of
the parties hereto.


 


11.6.                        Withholding.  The payment of any amount pursuant to this
Agreement shall be subject to applicable withholding and payroll taxes and such
other deductions as may be required under the Company’s employee benefit plans,
if any.


 


11.7.                        Governing
Law.  This Agreement shall be governed
by, and construed with, the law of the State of New York.


 


11.8.                        Headings.  The headings in this Agreement are for
convenience only and shall not be used to interpret or construe any of its
provisions.


 


13

















 


11.9.        Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


11.10.      Separate Payments.  For the purposes of Section 409A, the
Executive’s right to receive any installment payments pursuant to this
Agreement shall be treated as a right to receive a series of separate and
distinct payments.


 


11.11.      Specified Employee.            Notwithstanding any provision of
this Agreement to the contrary, if, at the time of the Executive’s termination
of employment he 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, the Executive shall not be entitled to any payments or
benefits the right to which provides for a “deferral of compensation” within
the meaning of Section 409A, and whose payment or provision is triggered
by the termination of the Executive’s employment (whether such payments or
benefits are provided to the Executive under this Agreement or under any other
plan, program or arrangement of the Company), until the date which is the first
business day following the six-month anniversary of the Executive’s Date of
Termination, at which time such delayed payments will be paid to the Executive
in a lump sum; provided, however, that a payment delayed pursuant
to this Section 11.11 shall commence earlier in the event of the Executive’s
death prior to the six-month anniversary of his Date of Termination.


 


11.12.      Section 409A Compliance.  (i) Notwithstanding any contrary
provision in this Agreement, if any provision of this Agreement 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 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.


 


(ii) If
any payment or benefit owed to the Executive under this Agreement is considered
for purposes of Section 409A to be owed to the Executive by virtue of his
termination of employment, such payment or benefit shall be paid if and only if
such termination 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.


 


(Signature Page Follows)


 


14

















 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and
the Executive has hereunto set his hand, as of the day and year first written
above.


 


 


	
   

  	
  BUNGE
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. Patrick Lupo

  
	
   

  	
  Name:
  L. Patrick Lupo

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Alberto Weisser

  
	
   

  	
  Alberto Weisser

  



 


15

















 


EXHIBIT A


 


Form of
Release


 


I,
Alberto Weisser, hereby understand and agree to the terms of this release (the “Release”)
in consideration for certain obligations undertaken by the Company under the
Employment Agreement between me and the Company, dated May 27, 2003 (the “Agreement”).  Capitalized terms used, but not defined, in
this Release will have the meanings assigned to such terms in the Agreement.


 


(a)           General
Release.  In consideration of my
receipt of the payments and benefits provided to me under the Agreement, I
hereby release and forever discharge the Bunge Group and its respective
employees, officers, directors, shareholders and agents (each, a “Released
Party”) from any and all claims, actions, causes of action, complaints,
charges and grievances (collectively, “Claims”), including, without
limitation, any Claims arising under any applicable federal, state, local or
foreign law, that I may have, or in the future may possess, arising from or
relating to (i) my employment relationship with and service as an employee
of any member of the Bunge Group and the termination of such relationship or
service and (ii) any event, condition, circumstance or obligation that
occurred, existed or arose on or prior to the date hereof; provided, however,
that I retain my rights, if any, (x) to seek indemnification from the
Company for any and all costs incurred by me as a result of any liability
imposed in connection with my service as an employee, officer or director of
the Company or (y) arising under the Agreement.  I further agree that my receipt of the
payments and benefits described in the Agreement will be in full satisfaction
of any and all Claims for payments or benefits that I may have against the
Bunge Group.


 


(b)           Specific
Release of ADEA Claims.  In
consideration of my receipt of the payments and benefits provided to me under
this Agreement, I hereby release and forever discharge each Released Party from
any and all Claims that I may have as of the date of this Release arising under
the Federal Age Discrimination in Employment Act of 1967, as amended, and the
applicable rules and regulations promulgated thereunder (“ADEA”).  By signing this Release, I hereby acknowledge
and confirm the following:  (i) I
was advised by the Company in connection with my termination of employment to
consult with an attorney of my choice prior to signing this Release and to have
such attorney explain to me the terms of this Release, including, without
limitation, the terms relating to my release of claims arising under ADEA; (ii) I
have been given a period of not fewer than [21] days to consider the terms of
this Release and to consult with an attorney of my choosing with respect
thereto; (iii) I am providing the release and discharge set forth in this
paragraph (b) in exchange for the consideration provided by the Agreement;
and (iv) I have knowingly and voluntarily accepted the terms of this
Release.


 


(c)           No
Legal Claim.  I hereby agree and
represent that I have not and will not commence or join any legal action,
including, without limitation, any complaint to any federal, state or local
agency, to assert any Claim against any Released Party.  If I commence or join any such legal action
against a Released Party, I will indemnify such Released Party for its
reasonable costs and attorneys’ fees incurred in defending such action, as well
as for any monetary judgment obtained by me against any Released Party in such
action.  Nothing in this paragraph (c) is
intended to reflect any party’s belief that my waiver of Claims under ADEA is
invalid or unenforceable under this Agreement, it being the intent of the
parties that such Claims are waived.


 


(d)           Revocation.  I hereby understand and acknowledge that this
Release may be revoked by me within the 7-day period commencing on the date
that I sign this Release (the “Revocation Period”).  In the event of any such revocation by me,
all obligations of the Company remaining under the Agreement will terminate and
be of no further force and effect as of the date of such revocation.  No such revocation by me will be effective
unless it is in writing and signed by me and received by the Company prior to
the expiration of the Revocation Period.


 


 


	
  ACCEPTED AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Alberto Weisser

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: