exv10w36






EXHIBIT 10.36




Adecoagro S.A.

Restricted Share Plan




     1. Purpose. The purpose of the Adecoagro S.A. Restricted Share Plan is to further
align the interests of eligible participants with those of the Company’s shareholders by providing
long-term incentive compensation opportunities tied to the performance of the Company and its
Ordinary Shares. The Plan is intended to advance the interests of the Company and its shareholders
by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort
the successful conduct of the Company’s business is largely dependent.



     2. Definitions. Wherever the following capitalized terms are used in the Plan, they
shall have the meanings specified below:



          “Award” means an award of Restricted Shares granted under the Plan.



          “Award Agreement” means an agreement entered into between the Company and a Participant
setting forth the terms and conditions of an Award granted to a Participant, as provided in Section
9.1 hereof.



          “Board” means the Board of Directors of the Company.



          “Change in Control” shall have the meaning set forth in Section 7 hereof.



          “Committee” means the Compensation Committee of the Board, or such other committee of the
Board appointed by the Board to administer the Plan.



          “Company” means Adecoagro S.A., a Luxembourg stock corporation.



          “Eligible Person” means any person who is an employee, officer, member of the Board or other
service provider of the Company or any of its Subsidiaries.



          “Initial Public Offering” means the consummation of the first fully underwritten, firm
commitment public offering pursuant to an effective registration statement under the Securities Act
covering the offer and sale by the Company or any of its Subsidiaries or affiliates of its equity
securities, as a result of or following which the Ordinary Shares shall be publicly held.



          “Ordinary Shares” means the Company’s ordinary shares, par value USD $1.00 per share.



          “Participant” means any Eligible Person who holds an outstanding Award under the Plan.



          “Plan” means the Adecoagro Restricted Share Plan as set forth herein, and as may be amended
from time to time.



          “Restricted Shares” shall have the meaning set forth in Section 6 of the Plan.



 









 





          “Securities Act” means the Securities Act of 1933, as amended.



          “Service” means, as applicable, a Participant’s employment with the Company or any Subsidiary,
a Participant’s service as a member of the Board with the Company or any Subsidiary, or a
Participant’s other service relationship with the Company or any Subsidiary.



          “Subsidiary” means an entity (whether or not incorporated) that is wholly or majority owned or
controlled, directly or indirectly, by the Company.



     3. Administration.



     3.1 Committee Members. The Plan shall be administered by a Committee comprised of no fewer
than two members of the Board who are appointed by the Board to administer the Plan. To the extent
deemed necessary by the Board, Committee members shall be independent directors, as determined
under applicable law or regulatory requirements. No member of the Committee will be liable for any
action or determination made in good faith by the Committee with respect to the Plan or any Award
thereunder.



     3.2 Committee Authority. The Committee shall have all powers and discretion necessary or
appropriate to administer the Plan and to control its operation, including, but not limited to, the
power to (i) determine the Eligible Persons to whom Awards shall be granted under the Plan, (ii)
determine the times at which Awards may be granted, and the number of Ordinary Shares subject to
each Award, (iii) prescribe the terms and conditions of all Awards, (iv) interpret the Plan and
terms of the Awards, (v) adopt rules for the administration, interpretation and application of the
Plan as are consistent therewith, and interpret, amend or revoke any such rules, (vi) make all
determinations with respect to a Participant’s Service and the termination of such Service for
purposes of any Award, and (vii) adopt such rules and procedures as are necessary or appropriate to
permit participation in the Plan by Eligible Persons in various jurisdictions. The Committee’s
determinations under the Plan need not be uniform and may be made by the Committee selectively
among Participants and Eligible Persons, whether or not such persons are similarly situated. The
Committee shall, in its discretion, consider such factors as it deems relevant in making its
interpretations, determinations and actions under the Plan including, without limitation, the
recommendations or advice of any officer or employee of the Company or such attorneys, consultants,
accountants or other advisors as it may select. All interpretations, determinations, and actions by
the Committee shall be final, conclusive, and binding upon all parties.



     3.3 Delegation of Authority. The Committee, in its discretion, and on such terms and
conditions as it may provide, may delegate all or any part of its authority and powers under the
Plan to the Company’s Chief Executive Officer or to a committee of officers of the Company.



     4. Shares Subject to the Plan.



     4.1 Number of Shares Reserved. Subject to adjustment as provided in Section 4.3 hereof, the
maximum number of Ordinary Shares with respect to which Awards may be granted under the Plan shall
equal 1.5% of the Ordinary Shares issued and outstanding upon



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consummation of an Initial Public Offering. Any Ordinary Shares delivered under the Plan shall
consist of authorized and unissued shares, or treasury shares.




     4.2 Share Replenishment. To the extent that any Award under the Plan is canceled, expired,
forfeited, surrendered, settled in cash, or otherwise terminated without delivery of Ordinary
Shares to the Participant, in whole or in part, the Ordinary Shares retained by or returned to the
Company will not be deemed to have been delivered under the Plan, and will be available for future
Awards under the Plan. Shares that are withheld from an Award or separately surrendered by the
Participant in payment of the exercise or purchase price or taxes relating to such an Award shall
be deemed to constitute delivered shares and will not be available for future Awards under the
Plan.



     4.3 Adjustments and Other Corporate Changes. If there shall occur any change with respect to
the outstanding Ordinary Shares by reason of any recapitalization, reclassification, stock
dividend, extraordinary dividend, stock split, reverse stock split or other distribution with
respect to the Ordinary Shares, or any merger, reorganization, consolidation, combination, spinoff,
or other similar corporate change, or any other change affecting the Ordinary Shares, the Committee
shall, in the manner and to the extent it considers equitable to the Participants and consistent
with the terms of the Plan, cause an adjustment to be made to (i) the maximum number and kind of
securities provided in Sections 4.1 hereof, (ii) the number and kind of securities subject to then
outstanding Awards, and (iii) any other terms of an Award that are affected by the event.



     5. Eligibility and Terms.



     5.1 Designation of Participants. Any Eligible Person may be selected by the Committee to
receive an Award and become a Participant under the Plan in accordance with the Committee’s
authority under Section 3.2 hereof. In selecting Eligible Persons to be Participants, and in
determining the amount of Awards to be granted under the Plan, the Committee shall consider any and
all factors that it deems relevant or appropriate.



     5.2 Determination of Awards. The Committee shall determine the terms and conditions of all
Awards granted to Participants in accordance with its authority under Section 3.2 hereof. The terms
of all Awards under the Plan will be specified by the Committee and will be set forth in individual
Award Agreements as described in Section 9.1 hereof.



     6. Restricted Share Awards.



     6.1 Grant of Awards. An Award to a Participant represents Ordinary Shares that are issued
subject to such vesting and transfer restrictions as are set forth herein and such other terms as
the Committee may determine and set forth in an Award Agreement (“Restricted Shares”). The
Committee may require the payment by the Participant of a specified purchase price in connection
with any Award (including, without limitation, an amount equal to the par value per Ordinary Share
subject to an Award).



     6.2 Vesting Requirements. The restrictions imposed on shares granted under an Award shall
lapse in accordance with the vesting requirements specified by the Committee in the Award
Agreement. The requirements for vesting of an Award may be based on the continued



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Service of the Participant, on the attainment of a specified performance goals or on such
other terms and conditions as approved by the Committee in its discretion. The Committee may
accelerate the vesting of an Award upon termination of Service under certain circumstances, as set
forth in the Award Agreement. If the vesting requirements of an Award shall not be satisfied, the
Award shall be forfeited and the Ordinary Shares subject to the Award shall be returned to the
Company.




     6.3 Transfer Restrictions. Neither an Award granted under the Plan nor the Ordinary Shares
subject to an Award may be sold, transferred, assigned, hypothecated or subject to any encumbrance,
pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise
allowed by the Committee. Failure to satisfy any applicable restrictions shall result in the
subject shares of the Award being forfeited and returned to the Company. The Committee may require
in an Award Agreement that certificates representing the shares granted under an Award, or the
books or registers of the Company or any relevant transfer agent, bear a legend making appropriate
reference to the restrictions imposed, and that certificates representing the shares granted or
sold under an Award will remain in the physical custody of an escrow holder until all restrictions
are removed or have expired.



     6.4 Rights as Shareholder. Subject to the foregoing provisions of this Section 6 and the
applicable Award Agreement, unless otherwise determined by the Committee, the Participant shall
have all rights of a shareholder with respect to the shares granted to the Participant under an
Award, including the right to vote the shares and receive all dividends and other distributions
paid or made with respect thereto. Any Ordinary Shares received as a stock dividend or distribution
will be subject to the same restrictions as the underlying Award.



     7. Change in Control.



     7.1 Effect of Change in Control. In the event of a Change in Control, the Committee is
authorized (but not obligated) to make adjustments in the terms and conditions of outstanding
Awards, including without limitation the following (or any combination thereof): (i) continuation
or assumption of such outstanding Awards under the Plan by the Company (if it is the surviving
company or corporation) or by the surviving company or corporation or its parent; (ii) substitution
by the surviving company or corporation or its parent of awards with substantially the same terms
for such outstanding Awards; and (iii) accelerated vesting and/or lapse of restrictions under all
then outstanding Awards immediately prior to the occurrence of such event.



     7.2 Definition of Change in Control. For purposes of the Plan, unless otherwise defined in an
Award Agreement, “Change in Control” shall mean:.



          (a) an acquisition (other than directly from the Company) of any voting securities of the
Company (the “Voting Securities”) by any “person or group” (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)
immediately after which such person or group has “Beneficial Ownership” (within the meaning of Rule
13d-3 under the Exchange Act) of more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding Voting Securities;






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          (b) the consummation of (A) a merger, consolidation or reorganization involving the Company,
unless the company resulting from such merger, consolidation or reorganization (the “Surviving
Corporation”) shall adopt or assume this Plan and the shareholders of the Company immediately
before such merger, consolidation or reorganization own, directly or indirectly immediately
following such merger, consolidation or reorganization, at least fifty percent (50%) of the
combined voting power of the Surviving Corporation in substantially the same proportion as their
ownership immediately before such merger, consolidation or reorganization, or (B) a sale or
transfer of all or substantially all of the assets of the Company; or




          (c) during any twenty-four (24) month period, individuals who, as of the beginning of such
period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute
at least a majority of the Board, provided that any person becoming a director subsequent to the
beginning of such period whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is named as a nominee for
director, without written objection to such nomination) shall be an Incumbent Director; provided,
however, that no individual initially elected or nominated as a director of the Company as a result
of an actual or threatened election contest with respect to directors or as a result of any other
actual or threatened solicitation of proxies by or on behalf of any person other than the Board
shall be deemed to be an Incumbent Director.




     8. Forfeiture Events. The Committee may specify in an Award Agreement at the time of
the Award that the Participant’s rights, payments and benefits with respect to an Award shall be
subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain
specified events, in addition to any otherwise applicable vesting or performance conditions of an
Award. Such events shall include, but shall not be limited to, termination of Service for “cause”
(as may be defined in the Award Agreement), breach of noncompetition, confidentiality or other
restrictive covenants that may apply to the Participant, or other conduct by the Participant that
is materially detrimental to the business or reputation of the Company.



     9. General Provisions.



     9.1 Award Agreement. An Award under the Plan shall be evidenced by an Award Agreement in a
written or electronic form approved by the Committee setting forth the number of Ordinary Shares
subject to the Award, the purchase price of the Award (if any), the time or times at which an Award
will become vested and the term of the Award. The Award Agreement may also set forth the effect on
an Award of a Change in Control or a termination of Service under certain circumstances. The Award
Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable
terms and conditions of the Plan, and may also set forth other terms and conditions applicable to
the Award as determined by the Committee consistent with the limitations of the Plan. The grant of
an Award under the Plan shall not confer any rights upon the Participant holding such Award other
than such terms, and subject to such conditions, as are specified in the Plan or as are expressly
set forth in the Award Agreement. An Award Agreement may be in the form of an agreement to be
executed by both the Participant and the Company (or an authorized representative of the Company)
or certificates, notices or similar instruments as approved by the Committee. The Committee need
not require the



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execution of an Award Agreement by a Participant, in which case, acceptance of the Award by
the Participant shall constitute agreement by the Participant to the terms, conditions,
restrictions and limitations set forth in the Plan and the Award Agreement as well as any
administrative guidelines of the Company in effect from time to time.




     9.2 Determinations of Service. The Committee shall make all determinations relating to the
Service of a Participant with the Company or any Subsidiary in connection with an Award, including
with respect to the continuation, suspension or termination of such Service. A Participant’s
Service shall not be deemed terminated if the Committee determines that (i) a transition of
employment to service with a partnership, joint venture or corporation not meeting the requirements
of a Subsidiary in which the Company or a Subsidiary is a party is not considered a termination of
Service, or (ii) the Participant transfers between service as an employee and that of a member of
the Board (or vice versa). The Committee may determine whether any corporate transaction, such as a
sale or spin-off of a division or subsidiary to which the Participant provides services, shall be
deemed to result in a termination of Service for purposes of any affected Awards, and the
Committee’s decision shall be final and binding.



     9.3 No Right to Continued Service. Nothing in the Plan, in the grant of any Award or in any
Award Agreement shall confer upon any Eligible Person or any Participant any right to continue in
the Service of the Company or any of its Subsidiaries, or interfere in any way with the right of
the Company or any of its Subsidiaries to terminate the Service of an Eligible Person or a
Participant for any reason at any time.



     9.4 Delivery of Shares. The Committee may determine, in its discretion, the manner of delivery
of Ordinary Shares to be issued under the Plan, which may be by delivery of share certificates,
electronic account entry into new or existing accounts or any other means as the Committee, in its
discretion, deems appropriate. The Committee may require that the share certificates be held in
escrow by the Company for any Ordinary Shares or cause the shares or the books or registers of the
Company or any relevant transfer agent to be legended in order to comply with the securities laws
or other applicable restrictions, or should the Ordinary Shares be represented by book or
electronic account entry rather than a certificate, the Committee may take such steps to restrict
transfer of the Ordinary Shares as the Committee considers necessary or advisable.



     9.5 Securities Law Compliance. No Ordinary Shares will be issued or transferred pursuant to an
Award unless and until all then applicable requirements imposed by securities laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the
Ordinary Shares may be listed, have been fully met. As a condition precedent to the issuance of
shares pursuant to the grant or exercise of an Award, the Company may require the Participant to
take any reasonable action to meet such requirements. The Committee may impose such conditions on
any Ordinary Shares issuable under the Plan as it may deem advisable, including, without
limitation, restrictions under the Securities Act, under the requirements of any exchange upon
which such shares of the same class are then listed, and under any blue sky or other securities
laws applicable to such shares. The Committee may also require the Participant to represent and
warrant at the time of issuance or transfer that Ordinary Shares are being acquired only for
investment purposes and without any current intention to sell or distribute such shares.



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     9.6 Tax Withholding. The Participant shall be responsible for payment of any taxes or similar
charges (including, without limitation, social security payments) required by law to be paid or
withheld from an Award. Any required withholdings shall be paid or, in the discretion, and with the
express written consent, of the Committee, otherwise satisfied (including, without limitation, by
reduction of the number of Ordinary Shares subject to the Award), by the Participant on or prior to
the payment or other event that results in taxable income in respect of an Award. The Award
Agreement may specify the manner in which the withholding obligation shall be satisfied with
respect to the Award.



     9.7 Other Compensation and Benefit Plans. The adoption of the Plan shall not affect any other
share incentive or other compensation plans in effect for the Company or any Subsidiary, nor shall
the Plan preclude the Company from establishing any other forms of share incentive or other
compensation or benefit program for employees or other service providers of the Company or any
Subsidiary. The amount of any compensation deemed to be received by a Participant pursuant to an
Award shall not constitute includable compensation for purposes of determining the amount of
benefits to which a Participant is entitled under any other compensation or benefit plan or program
of the Company or a Subsidiary, including, without limitation, under any pension or severance
benefits plan, except to the extent specifically provided by the terms of any such plan.



     9.8 Plan Binding on Transferees. The Plan shall be binding upon the Company, its successors,
transferees and assigns, and the Participant, the Participant’s executor, administrator and
permitted transferees and beneficiaries.



     9.9 Severability. If any provision of the Plan or any Award Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions
hereof and thereof shall be severable and enforceable in accordance with their terms, and all
provisions shall remain enforceable in any other jurisdiction.



     9.10 Governing Law. The Plan and all rights hereunder shall be subject to and interpreted in
accordance with the laws of Luxembourg without regards to the principles of conflicts of laws.



     10. Term; Amendment and Termination.



     10.1 Term. The Plan shall become effective upon its approval by the Board, and shall
automatically terminate ten (10) years from the date of such approval, unless sooner terminated in
accordance with Section 10.2 hereof. It is the intention of the Board that no Awards will be
granted under the Plan prior to the consummation of an Initial Public Offering.



     10.2 Amendment and Termination. The Board may from time to time and in any respect, amend,
modify, suspend or terminate the Plan. Notwithstanding the foregoing, no amendment, modification,
suspension or termination of the Plan shall adversely affect any Award theretofore granted without
the consent of the Participant or the permitted transferee of the Award.




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