Exhibit 10.31


 


BUNGE
LIMITED ANNUAL INCENTIVE PLAN


PLAN
DOCUMENT


(Amended
and Restated as of December 31, 2008)


 


SECTION 1.  ESTABLISHMENT AND PURPOSE


 


1.1  Establishment of the Plan.  Bunge Limited, a company incorporated under
the laws of Bermuda (the “Company”), hereby establishes an annual
incentive compensation plan to be known as the Bunge Limited Annual Incentive
Plan (the “Plan”).  The Plan
permits the awarding of annual cash bonuses to Employees (as defined below),
based on the achievement of performance goals that are pre-established by the
Board of Directors of the Company (the “Board”) or by the Committee (as
defined below).


 


Upon approval by the
Board, subject to approval by the shareholders of the Company at the 2005
annual general meeting of shareholders, the Plan shall become effective as of January 1,
2005 and continue until December 31, 2010, unless terminated earlier as
set forth in Section 10.


 


1.2  Purpose.  The purposes of the Plan are to (i) provide
greater motivation for certain employees of the Company and its Subsidiaries
(as defined below) to attain and maintain the highest standards of performance,
(ii) attract and retain employees of outstanding competence and (iii) direct
the energies of employees towards the achievement of specific business goals
established for the Company and its Subsidiaries.


 


The purposes of the Plan
shall be carried out by the payment to Participants (as defined below) of
annual incentive cash awards, subject to the terms and conditions of the
Plan.  The Plan also is intended to
secure the full deductibility of incentive awards payable to Participants where
and when relevant.  All compensation
payable under this Plan to its Participants is intended to be deductible by the
Company under Section 162(m) of the Code (as defined below).


 


SECTION 2.  DEFINITIONS


 


As used in the Plan, the
following terms shall have the meanings set forth below (unless otherwise
expressly provided).


 


“Award Opportunity” means the various
levels of incentive awards which a Participant may earn under the Plan, as
established by the Committee pursuant to Section 5.1.


 


“Base Salary” shall mean the regular base
salary earned by a Participant during a Plan Year prior to any salary reduction
contributions made to any deferred compensation plans sponsored or maintained
by the Company or by any Subsidiary;
provided, however, that Base Salary shall not include awards under
this Plan, any bonuses, equity awards, the matching contribution under any plan
of the Company or any of its Subsidiaries (as applicable) providing such,
overtime, relocation allowances, severance payments or any other special awards
as determined by the Committee.


 


“Beneficial Owner” shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.


 


“Board” has the meaning set forth in Section 1.1.


 


“Code” means the Internal Revenue Code of
1986, as amended.


 

















 


“Committee” means the Compensation
Committee of the Board, provided that the Committee shall consist of two or
more individuals, appointed by the Board to administer the Plan, pursuant to Section 3,
who are “outside directors” to the extent required by and within the meaning of
Section 162(m) of the Code, as amended from time to time.


 


“Company” has the meaning set forth in Section 1.1.


 


“Disability”
means that a Participant is (i) unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months or (ii) by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering the
Participant.


 


“Effective Date” means the date the Plan
becomes effective, as set forth in Section 1.1 herein.


 


“Employee” means an employee of the Company
or a Subsidiary who is recommended by the Chief Executive Officer of the
Company, or his designee, and is approved by the Committee for participation in
the Plan, or is included in the Plan by the Committee.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time.


 


“Executive Officers” shall mean an
executive officer as set forth in Section 162(m) of the Code or any
other executive officer designated by the Committee for purposes of exempting
distributions under the Plan from Section 162(m)(3) of the Code.


 


“Final Award” means the actual award earned
during a Plan Year by a Participant, as determined by the Committee at the end
of such Plan Year.


 


“Financial” shall mean the corporate
financial performance of the Company and its Subsidiaries.


 


“Non-financial” shall mean the
non-financial performance of a specified segment of the Company’s operations
designated as such by the Chief Executive Officer and approved by the Committee
for purposes of the Plan, such as a business unit, organizational unit,
Subsidiary, division or other such segmentation.


 


“Participant” means an Employee who is
participating in the Plan pursuant to Section 4.


 


“Person” shall have the meaning ascribed to
such term in Section 3(a)(9) of the Exchange Act and used in Sections
13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).


 


“Plan” means the Bunge Limited Annual
Incentive Plan.


 


“Plan Year” means the calendar year,
commencing on January 1st and ending on December 31st.


 


“Retirement” means normal or early
retirement from employment with the Company or a Subsidiary, as applicable, in
accordance with the terms of the applicable pension plan document and the
retirement policies of the Company or of any Subsidiary employing the
Participant.


 


“Section 409A”
means Section 409A of the Code and any regulations and/or guidance
promulgated thereunder.


 


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“Subsidiary”
means any company or corporation in which the Company beneficially owns,
directly or indirectly, 50% or more of the securities entitled to vote in the
election of the directors of the corporation.


 


“Target Incentive Award” means the award to
be paid to a Participant when performance measures are achieved, as established
by the Committee.


 


SECTION 3.  ADMINISTRATION


 


The Plan shall be
administered by the Committee.  Except
with respect to the matters that under Section 162(m) of the Code and
Treasury Regulation Section 1.162-27(e) are required to be determined
or established by the Committee to qualify awards under the Plan as qualified
performance-based compensation, the Committee shall have the power to delegate
to any officer or employee of the Company the authority to administer and
interpret the procedural aspects of the Plan, subject to the Plan’s terms,
including adopting and enforcing rules to decide procedural and
administrative issues.


 


3

















 


The Committee shall be
entitled to rely in good faith upon any report or other information furnished
to it by any officer or employee of the Company or from the financial,
accounting, legal or other advisers of the Company.  Each member of the Committee, each individual
designated by the Committee to administer the Plan and each other person acting
at the direction of, or on behalf of, the Committee shall not be liable for any
determination or anything done or omitted to be done in good faith by him or by
any other member of the Committee or any other such individual in connection
with the Plan, except for his own willful misconduct or as expressly provided
by statute, and to the extent permitted by law and the bye-laws of the Company,
shall be fully indemnified and protected by the Company with respect to such
determination, act or omission.


 


Subject to the
limitations set forth in the Plan, the Committee shall: (i) select from
the Employees of the Company and its Subsidiaries, those who shall participate
in the Plan, (ii) establish Award Opportunities in such forms and amounts
as it shall determine, (iii) impose such limitations, restrictions, and
conditions upon such Award Opportunities as it shall deem appropriate, (iv) interpret
the Plan and adopt, amend, and rescind administrative guidelines and other rules and
regulations relating to the Plan, (v) make any and all factual and legal
determinations in connection with the administration and interpretation of the
Plan, (vi) correct any defect or omission or reconcile any inconsistency
in this Plan or in any Award Opportunity granted hereunder, and (vii) make
all other necessary determinations and take all other actions necessary or
advisable for the implementation and administration of the Plan.  The Committee’s determinations on matters
within its authority shall be conclusive and binding upon all parties.


 


SECTION 4.  ELIGIBILITY AND PARTICIPATION


 


4.1  Eligibility.  Each Employee who is recommended by the Chief
Executive Officer of the Company or his designee to participate in the Plan,
and who is approved by the Committee, or is included in the Plan by the
Committee, shall be eligible to participate in the Plan for such Plan Year,
subject to the limitations of Section 7 herein.


 


4.2  Participation.  Participation in the Plan shall be determined
annually by the Committee based upon the criteria set forth in the Plan.  Participation in the Plan during the
applicable Plan Year shall be limited to those Employees (“Participants”)
who are selected by the Committee; provided
that participation by an Employee of a Subsidiary shall constitute
such Subsidiary’s agreement to pay, at the direction of the Committee, awards
directly to its Employees or to reimburse the Company for the cost of such
participation in accordance with rules adopted by the Committee.  Employees
who are eligible to participate in the Plan shall be notified of the
performance goals and related Award Opportunities for the relevant Plan Year.


 


4.3  Partial Plan Year Participation.  Except as provided in Section 9, in the
event that an Employee becomes eligible to participate in the Plan subsequent
to the commencement of a Plan Year, then such Employee’s Final Award shall be
based on the Base Salary earned as an eligible Employee for the relevant Plan
Year, provided that the Employee
has participated in the Plan for at least three months.


 


4.5  No Right to Participate.  No Participant or other Employee shall at any
time have a right to participate in the Plan for any Plan Year, despite having
participated in the Plan during a prior Plan Year.


 


SECTION 5.  AWARD DETERMINATION


 


5.1  Performance Goals.  Prior to the beginning of each Plan Year, or
as soon as practicable thereafter (but in no event more than ninety days from
the beginning of such Plan Year), the Committee shall approve or establish in
writing the performance goals for that Plan Year.  For any performance period that is less than
twelve months, the performance goals shall be established before 25% of the
relevant performance period has elapsed.


 


4

















 


Except as provided in Section 9,
the performance goals may include, without limitation, any combination of
Financial, Non-financial and individual performance goals.  Performance measures and their relative
weight may vary by job classification. 
After the performance goals are established, the Committee will align
the achievement of the performance goals with the Award Opportunities (as
described in Section 5.2 herein), such that the level of achievement of
the pre-established performance goals at the end of the Plan Year will
determine the amount of the Final Award. 
Except as provided in Section 9, the Committee also shall have the
authority to exercise subjective discretion in the determination of Final
Awards, as well as the authority to delegate the ability to exercise subjective
discretion in this respect.


 


The performance period
with respect to which awards may be payable under the Plan shall generally be
the Plan Year; provided, however,
that the Committee shall have the authority and discretion to designate
different performance periods under the Plan.


 


5.2  Award Opportunities.  Prior to the beginning of each Plan Year, or
as soon as practicable thereafter (but in no event more than ninety days from
the beginning of such Plan Year), the Committee shall establish an Award
Opportunity for each Participant.  Except
as provided in Section 9, in the event a Participant changes job levels
during a Plan Year, the Participant’s Award Opportunity may be adjusted to
reflect the amount of time at each job level during the Plan Year.


 


5.3  Adjustment of Performance Goals.  Except as provided in Section 9, the
Committee shall have the right to adjust the performance goals and the Award
Opportunities (either up or down) during a Plan Year, to the extent permitted
by Code Section 162(m) and the regulations and interpretative rulings
thereunder, if it determines that the occurrence of external changes or other
unanticipated business conditions have materially affected the fairness of the
goals and have unduly influenced the Company’s ability to meet them, including
without limitation, events such as material acquisitions, changes in the
capital structure of the Company, and extraordinary accounting changes.  In addition, performance goals and Award Opportunities
will be calculated without regard to any changes in accounting standards that
may be required by the Financial Accounting Standards Board after such
performance goals or Award Opportunities are established.  Further, in the event of a Plan Year of less
than twelve months, the Committee shall have the right to adjust the
performance goals and the Award Opportunities accordingly, at its sole
discretion, except as provided in Section 9.


 


5.4  Final Award Determinations.  At the end of each Plan Year, Final Awards
shall be computed for each Participant as determined by the Committee.  Except as provided in Section 9, each
Final Award shall be based upon the (i) Participant’s Target Incentive
Award percentage, multiplied by his Base Salary and (ii) satisfaction of
Financial, Non-financial and individual performance goals (if applicable).  Final Award amounts may vary above or below
the Target Incentive Award, based on the level of achievement of the
pre-established Financial, Non-financial, and individual performance goals.


 


5.5  Limitations.  The amount payable to a Participant for any
Plan Year shall not exceed U.S. $4,000,000.


 


 


SECTION 6.  PAYMENT OF FINAL AWARDS


 


6.1  Form and Timing of Payment.  As soon as practicable after the end of each
Plan Year, the Committee shall certify in writing the extent to which the
Company and each Participant has achieved the performance goals for such Plan
Year, including the specific target objective(s) and the satisfaction of
any other material terms of the awards, and the Committee shall calculate the
amount of each Participant’s Final Award for the relevant period.  Generally, Final Award payments shall be
payable to the Participant, or to his estate in the case of death, in a single
lump-sum cash payment, as soon as practicable after the end of each Plan Year,
after the Committee, in its sole discretion, has certified in writing that the
specified performance goals were achieved, but in no event later than March 15
of such Plan Year.


 


5

















 


6.2  Payment of Partial Awards.  In the event a Participant no longer meets
the eligibility criteria as set forth in the Plan during the course of a
particular Plan Year, the Committee may, in its sole discretion, compute and
pay a partial award for the portion of the Plan Year that an Employee was a
Participant in a manner consistent with Section 6.1.


 


6.3  Unsecured Interest.  No Participant or any other party claiming an
interest in amounts earned under the Plan shall have any interest whatsoever in
any specific asset of the Company or of any Subsidiary.  To the extent that any party acquires a right
to receive payments under the Plan, such right shall be equivalent to that of
an unsecured general creditor of the Company.


 


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SECTION 7.  TERMINATION OF EMPLOYMENT


 


7.1  Termination of Employment Due to Death,
Disability or Retirement.  In the
event a Participant’s employment is terminated by reason of death, Disability
or Retirement, the Final Award determined in accordance with Section 5.4
herein shall be reduced to reflect participation prior to such termination
only.  The reduced award shall be based
upon the amount of Base Salary earned during the Plan Year prior to
termination.  In the case of a
Participant’s Disability, the employment termination shall be deemed to have
occurred on the date the Committee determines, in its sole discretion, that the
requirements of Disability have been satisfied.


 


The Final Award thus
determined shall be payable at the same time as Final Awards are payable to
other Employees in a manner consistent with Section 6.1.


 


7.2  Termination of Employment for Other
Reasons.  In the event a Participant’s
employment is terminated for any reason other than death, Disability or
Retirement (as determined by the Committee, in its sole discretion), all of the
Participant’s rights to a Final Award for the Plan Year then in progress shall
be forfeited.  However, the Committee, in
its sole discretion, may pay a partial award for the portion of that Plan Year that
the Participant was employed by the Company, computed as determined by the
Committee in a manner consistent with Section 6.1.


 


SECTION 8.  RIGHTS OF PARTICIPANTS


 


8.1  Employment.  Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant’s
employment at any time, nor confer upon any Participant any right to continue
in the employ of the Company.


 


8.2  Nontransferability.  No right or interest of any Participant in
the Plan shall be assignable or transferable, or subject to any lien, directly,
by operation of law, or otherwise, including, but not limited to, execution,
levy, garnishment, attachment, pledge, and bankruptcy.


 


SECTION 9.  EXECUTIVE OFFICERS


 


9.1  Applicability.  The provisions of this Section 9 shall
apply only to Executive Officers.  In the
event of any inconsistencies between this Section 9 and the other Plan
provisions, the provisions of this Section 9 shall control with respect to
Executive Officers.


 


9.2  No
Participation After Commencement of Plan Year.  An Executive Officer who becomes eligible
after the beginning of a Plan Year may not participate in the Plan for such
Plan Year.  Such Executive Officer will
be eligible to participate in the Plan for the succeeding Plan Year.


 


9.3  Award Determination.  Prior to the beginning of each Plan Year, or
as soon as practicable thereafter, the Committee shall establish the Target
Incentive Award percentage for each Executive Officer and performance goals for
that Plan Year.  Performance goals to be
used shall be chosen from among any combination of the Financial and
Non-financial performance goals as exemplified in Schedule A and such other
individual performance goals as established by the Committee.  The Committee may select one or more of the
performance goals specified from Plan Year to Plan Year which need not be the
same for each Executive Officer in a given year.  Final Awards shall be paid in a manner
consistent with Section 6.1.


 


At the end of the Plan
Year and prior to payment, the Committee shall certify in writing the extent to
which the performance goals and any other material terms were satisfied.  Final Awards shall be computed for each
Executive Officer based on (i) the Participant’s Target Incentive Award
multiplied by his Base Salary, and (ii) Financial, Non-financial and
individual performance (if applicable).


 


Final Award amounts may
vary above or below the Target Incentive Award based on the level of
achievement of the pre-established Financial, Non-financial and individual
performance goals.


 

















 


9.4  Non-adjustment of Performance Goals.  Once established, performance goals shall not
be changed during the Plan Year. 
Participants shall not receive any payout when the Company or
Non-financial segment (if applicable) does not achieve at least minimum
performance goals.


 


9.5 Discretionary
Adjustments.  The Committee retains
the discretion to eliminate or decrease the amount of the Final Award otherwise
payable to a Participant.


 


9.6  Possible Modification.  If, on advice of the Company’s tax counsel,
the Committee determines that Code Section 162(m) and the regulations
thereunder will not adversely affect the deductibility for federal income tax
purposes of any amount paid under the Plan by applying one or more of Section 2,
4.3, 5.1, 5.2, 5.3 or 5.4 to an Executive Officer without regard to the
exceptions to such Section or Sections contained in this Section 9,
then the Committee may, in its sole discretion, apply such Section or
Sections to the Executive Officer without regard to the exceptions to such Section or
Sections that are contained in this Section 9.


 


SECTION 10.  AMENDMENT AND MODIFICATION


 


The Committee, in its
sole discretion, without notice, at any time and from time to time, may modify
or amend, in whole or in part, any or all of the provisions of the Plan, or
suspend or terminate it entirely; provided,
however, that no such modification, amendment, suspension, or
termination may, without the consent of a Participant (or his or her
beneficiary in the case of the death of the Participant), reduce the right of a
Participant (or his or her beneficiary, as the case may be) to a payment or
distribution hereunder which he or she has already earned and is otherwise
entitled, except where such modification, amendment, suspension or termination
is necessary to comply with applicable law, including without limitation, any
modifications or amendments made pursuant to Section 409A.


 


SECTION 11.  MISCELLANEOUS


 


11.1  Governing Law.  The Plan, and all agreements hereunder, shall
be governed by and construed in accordance with the laws of New York.


 


11.2  Withholding Taxes.  The Company and its Subsidiaries shall have
the right to deduct from all payments under the Plan any federal, state, local
and/or foreign income, employment or other applicable payroll taxes required by
law to be withheld with respect to such payments.


 


11.3  Gender and Number.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine, the
plural shall include the singular, and the singular shall include the plural.


 


11.4  Severability.  In the event any provision of the Plan shall
be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.


 


11.5  Costs of the Plan.  All costs of implementing and administering
the Plan shall be borne by the Company.


 


11.6  Successors.  All obligations of the Company and its
Subsidiaries under the Plan shall be binding upon and inure to the benefit of
any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, amalgamation, consolidation,
or otherwise, of all or substantially all of the business and/or assets of the
Company.


 


11.7  Compliance with Section 409A.  Notwithstanding
any provision in the Plan to the contrary, if any Final Award is considered to
be a “deferral of compensation” as defined in Section 409A and any
provision of the Plan contravenes Section 409A  or would cause any person to be subject to
additional taxes, interest and/or penalties under Section 409A, the
Committee may without notice or 


 


8

















 


consent of any
Participant, modify such provision to the extent necessary or desirable to
ensure the Plan continues to be exempt from the requirement of Section 409A.  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 a Final
Award that is subject to Section 409A to the extent such discretionary
authority would contravene Section 409A.


 


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SCHEDULE A


 


	
  Financial
  Performance Measures

  
	
   

  
	
  Operating Profit

  	
   

  	
  Income from Continuing
  Operations (Net Income After Minority Interests)

  
	
  EPS

  	
   

  	
  Net Financial Debt

  
	
  Operating Working Capital

  	
   

  	
  Free Cash Flow

  
	
  Return on Net Assets

  	
   

  	
  Revenue Growth

  
	
  Return on Invested
  Capital

  	
   

  	
  Days Sales Outstanding

  
	
  Return on Equity

  	
   

  	
  EBITDA

  
	
  Cash-flow Return on
  Investment

  	
   

  	
  Impairment Write-Offs

  
	
  Operating Earnings
  before Asset Impairment

  	
   

  	
  Return on Tangible Net
  Worth

  
	
  Interest Coverage

  	
   

  	
  Effective Tax Rate

  
	
  Pre Tax Income

  	
   

  	
  Net Sales

  
	
  Return on Tangible Net
  Assets

  	
   

  	
  Selling General and
  Administration Expenses

  
	
  Operating Cash Flow

  	
   

  	
  Share price

  
	
  Market Capitalization

  	
   

  	
  Cash Value Added

  
	
  Economic Value Added

  	
   

  	
  Margins

  
	
  Days Cash Cycle

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Non-Financial
  Performance Measures

  
	
   

  
	
  Product Quality

  	
   

  	
  Safety/Environment

  
	
  Headcount

  	
   

  	
  Quality

  
	
  Turn Around Time

  	
   

  	
  Days Loading

  
	
  Volumes

  	
   

  	
  Energy Usage

  
	
  Loading Time

  	
   

  	
  Customer/Supplier
  Satisfaction

  
	
  Market Share

  	
   

  	
  Amount of Inventory

  
	
  Productivity

  	
   

  	
  Days of Inventory

  
	
  Employee Turnover

  	
   

  	
  Satisfaction Indexes

  
	
  Recruiting

  	
   

  	
  Brand Recognition

  
					



 


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