Exhibit 10.35


 


December 31, 2008


 


Mr. Archie Gwathmey 

Bunge Limited

50 Main Street

White Plains, NY  10606


 


Dear Archie:


 


This letter amends and restates the relevant terms of your offer letter
dated February 4, 1999, and confirms your position as Co-Chief Executive
Officer, Bunge Global Agribusiness, reporting directly to the Chief Executive
Officer of Bunge Limited.


 


As you know, it is Bunge Limited’s objective to reward excellence by
concentrating on the short and long term incentives.  For 2008, your base salary will be payable at
an annual rate of $700,000.00.  You will
participate in the same short and long-term incentive programs as similarly
situated executives of Bunge.


 


Severance Pay:  If your
employment is involuntarily terminated under circumstances that would call for
severance pay benefits under the Company’s severance plan then in effect, you
will receive payment for not less than 12 months of salary continuation in
lieu of notice and of any amounts payable under such severance plan upon delivery
of a release of any employment related claims and covenants in form and
substance satisfactory to the Company. 
In addition, any of your deferred compensation plans not yet vested will
vest.  Payment of such severance pay
benefits is contingent upon delivery of a release of any employment-related
claims and covenants in a form and substance satisfactory to the Company.


 


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


 


In the event that, at the time of your termination
of employment or service with the Company, you are a ‘specified employee,’ as
determined based on the methodology adopted by the Company pursuant to Section 409A
of the Internal Revenue Code of 1986, as amended (“Section


 

















 


409A”), then any payment owed to you under this letter
that is deemed to be a “deferral of compensation” within the meaning of Section 409A
shall not be paid or commence to be paid to you prior to the first business day
after the date that is six months following the date of your termination of
employment (a “Delayed Payment”); provided, however, that
any Delayed Payment shall commence within 60 days following the date of your
death prior to the end of the six-month period. 
Any such Delayed Payment shall be accumulated and paid to you on the
first day of the seventh calendar month following the date of your termination
of employment.


 


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


 


Sincerely yours,


 


 


	
  /s/ Vincente Teixeira

  	
   

  
	
  Vicente Teixeira

  	
   

  
	
  Chief Personnel Officer

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Archie Gwathmey

  	
   

  
	
  Archie Gwathmey

  	
   

  



 


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