Exhibit 10.15


 


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


 


WHEREAS, the Executive
currently serves as Managing Director of the Food Products Division of the
Company and the parties hereto desire to continue their relationship on the
terms set forth in this Agreement;


 


WHEREAS, the Executive is
party to an Employment Agreement, dated as of July 1, 2005 (the “2005 Employment Agreement”), with the Company, and the parties
desire to amend the 2005 Employment Agreement to comply with Section 409A
of the Internal Revenue Code of 1986, as amended, and the rules, regulations
and guidance thereunder (the “Section 409A”); and


 


WHEREAS, the Executive is
party to an agreement with the Company, dated May 10, 2001 (amended as of August 9,
2004) (the “Prior Agreement”) that is superseded in its entirety by the
2005 Employment Agreement.


 


NOW, THEREFORE, in
consideration of the covenants and agreements set forth below, the parties
hereto agree 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 Managing Director
of the Food Products Division of the Company upon the terms and conditions
herein contained, including without limitation, the Executive’s extensive international
business travel as part as of his global responsibilities.  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        Services.  Except during vacation periods and periods of
absence due to sickness, personal injury or other disability, the Executive
shall devote all of his business time and attention during the Employment Term
(as defined below) to the services required of him hereunder.  During the Employment Term, the Executive
shall use his best efforts to promote the interests of the Company and, as
determined by the Company, its Subsidiaries (as defined below) (such
Subsidiaries, together with the Company, the “Bunge Group”).  Notwithstanding the foregoing, subject to Article 6,
the devotion of reasonable periods of time by Executive to serving as a member
of Dream Brand Import, LLC shall not be deemed to be a breach of this
Agreement, provided that such activities do not interfere with the services
required to be rendered on behalf of the Bunge Group.  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.


 


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


 


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pursuant to Section 5
of this Agreement (such period of employment shall hereinafter be referred to
as the “Employment Term”).


 


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. $540,000 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.


 


3.2           Annual Incentive Bonus.  During the Employment Term, the Executive
shall be entitled to participate in the Company’s Annual Incentive Plan (the “AIP”),
under which the Executive shall have an annual bonus target of no less than 66
percent (66%) of his Base Salary.  Actual
bonus amounts paid to the Executive shall be subject to the satisfaction of
applicable performance criteria in accordance with the terms of the AIP.


 


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”).  The terms and conditions of
the Executive’s equity awards pursuant to the Bunge Equity Plan shall be
determined in accordance with the terms of the Bunge Equity Plan and the
relevant award agreements.


 


3.4           Reimbursement of Business 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 business expense and reimbursement 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.


 


4.             EMPLOYEE
BENEFITS


 


4.1           General.  Except as otherwise provided in this
Agreement, during the Employment Term, the Executive shall not be included and
shall not be eligible to participate in any employee benefit plans, programs or
arrangements (including, without limitation, any plans, programs or
arrangements (including, without limitation, any plans, programs or
arrangements providing retirement benefits, profit sharing, disability
benefits, or health and life insurance) established by the Company for its
employees.


 


4.2           Vacation.  During the Employment Term, the Executive
shall be eligible for 20 calendar days of paid vacation each calendar
year.  If the Executive’s employment
terminates 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.


 


4.3           Director and Officer Indemnification
Coverage.  The Company shall furnish
the Executive with coverage by the Company’s customary director and officer
indemnification arrangements, subject to applicable law.


 


5.             TERMINATION
OF EMPLOYMENT


 


5.1           Termination
of Employment for Any Reason; Resignation for Any Reason.


 


5.1.1        General.  If, prior to the expiration of the Employment
Term, the Executive’s employment with the Company is terminated by the Company
for any reason or the Executive resigns from his 


 


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employment
hereunder for any reason, the Executive shall be entitled only to payment of
his accrued but unpaid Base Salary as is then in effect through and including
the Date of Termination.  Subject to
Sections 4.2 and 4.3, 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.


 


5.1.2        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, the date specified in a written notice of
termination from the Company to the Executive; (b) with respect to the
termination of the Executive’s employment for any reason other than for Cause,
the date specified in a written notice of termination from the Company to the
Executive; provided, however, that such date shall be at least
sixty (60) days after the date the Company provides such written notice of
termination to the Executive; (c) with respect to the Executive’s
resignation for any reason, 60 days after receipt by the Company of a
written notice of resignation from the Executive; and (d) with respect to
the termination of the Executive’s employment due to death, the date of the
Executive’s death.


 


5.2           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.


 


6.             PROTECTIVE
COVENANTS


 


6.1           Confidentiality.  The Executive agrees with the Company that he
shall not at any time during or subsequent to the Employment Term, except in
the performance of his obligations to the Company hereunder or with the prior
written consent of the Company, directly or indirectly, disclose or appropriate
for his own use, or for the use of a third party, any secret or confidential
information of or related to the Bunge Group. 
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.


 


6.2           Nonsolicitation.  The Executive agrees that, during the
Employment Term and during the twelve month period immediately following his
termination of employment, he shall not, directly or indirectly (except in the
course of his employment with the Company), (i) solicit or contact any
customer of the Bunge Group (or any other entity that the Executive knows is a
potential customer with respect to specific products of the Bunge Group) for
any commercial pursuit that to the knowledge of the Executive is in competition
with the Bunge Group or that is contemplated from time to time during the Employment
Term by any corresponding business plan; (ii) take away or interfere or
attempt to interfere with any custom, trade, business or patronage of the Bunge
Group, or induce, or attempt to induce, any employees, agents or independent
contractors of or to the Bunge Group to do anything from which the Executive is
restricted by reason of this Section 6.2; or (iii) offer or aid
others to offer employment to employees of the Bunge Group, or interfere or
attempt to interfere with any employees of the Bunge Group.


 


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6.3                                 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 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 6.3,
including, without limitation, all reasonable attorneys’ fees and costs.


 


6.4                                 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 6 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 6
or such other relief as may be required specifically to enforce any of the
covenants in this Section 6.  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.


 


7.                                       MISCELLANEOUS


 


7.1                                 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):


 


(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:


 


Joao Fernando Kfouri

1111 Crandon Boulevard

Key Biscayne, Florida 33149

Fax:  (305) 365-1890


 


7.2                                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.


 


7.3                                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, 


 


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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.


 


7.4           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.


 


7.5           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 Prior Agreement.  This Agreement may
be amended at any time by mutual written agreement of the parties hereto.


 


7.6           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 by applicable law.


 


7.7           Governing Law.  This Agreement shall be subject to, and
construed in accordance with, the laws of the State of New York.


 


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


 


7.9           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.


 


7.10.        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.


 


7.11.        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 7.11 shall commence earlier in the event of the Executive’s
death prior to the six-month anniversary of his Date of Termination.


 


7.12.        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.


 


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(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)


 


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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/ Alberto Weisser

  
	
   

  	
  Name:
  Alberto Weisser

  
	
   

  	
  Title:
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Joao Fernando
  Kfouri

  
	
   

  	
  Joao Fernando Kfouri

  



 


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