exv10w34






Exhibit 10.34




ADECOAGRO/IFH 2004 STOCK INCENTIVE OPTION PLAN




(FORMERLY, THE INTERNATIONAL FARMLAND HOLDINGS, LLC

2004 INCENTIVE OPTION PLAN)



Preliminary Statement



      Pursuant to a corporate reorganization (the “Reorganization”) that occurred
on October 30, 2010 (the “Reorganization Date”), Adecoagro S.A., a Luxembourg stock
corporation (the “Company”) became the holder of a majority of the ordinary limited
liability company membership units of International Farmland Holdings, LLC, a Delaware limited
liability company which, pursuant to the Reorganization, was converted into a Delaware limited
partnership (such pre-Reorganization limited liability company and post-Reorganization limited
partnership, collectively, “IFH”). On January 24, 2011 (the “Effective Date”), the Company
effected a 3:2 reverse stock split by changing the nominal value of the equity shares of the
Company from the nominal value of USD$1 each to the nominal value of USD$1.5 each (the “Reverse
Stock Split”). As part of the Reorganization and the Reverse Stock Split, the Management Committee
of IFH and the Board of Directors of the Company (the “Board”) have each resolved to amend
and restate the IFH 2004 Incentive Option Plan, initially effective, May 28, 2004, into this
Adecoagro/IFH 2004 Stock Incentive Option Plan (the “Plan”), effective as of the Effective
Date to reflect the conversion of options to purchase ordinary units of IFH (the “IFH
Options”) into options (“Options”) to purchase or subscribe for the Company’s ordinary
shares, par value USD$1.50 per share (the “Ordinary Shares”). The Plan contains terms and
conditions that are intended to maintain in all material respects the same, and in no event
greater, economic benefit to optionees as provided under the Plan as in effect prior to the
Reorganization Date.



 






     The purpose of the Plan is to encourage and enable the employees of operating subsidiaries of
the Company (collectively with the operating subsidiaries of the Company, the “Adecoagro
Entities”) to acquire a proprietary interest in the Company through the grant of options as
herein provided. By encouraging such individuals to acquire ownership of its membership interests,
the Company seeks to attract and retain the services of persons of exceptional competence and to
furnish an incentive for them to increase their efforts on behalf of the Adecoagro Entities.



     1. Shares Subject to the Plan



     The Ordinary Shares that may be issued and sold pursuant to Options granted under the Plan
shall be 2.401.228 (the “Option Shares”). For purposes of this limitation, the Option
Shares underlying any Options that are forfeited, canceled, withheld upon exercise of an Option to
cover the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied
without the issuance of Option Shares or otherwise terminated (other than by exercise or exchange),
in each case shall be added back to the Option Shares available for issuance under the



 









 




Plan. Options in respect of Option Shares that have not been granted prior to the Effective
Date may be granted prior to or after the date of consummation of an Exit Event or a Change of
Control (as each term is defined below) (the consummation of an Exit Event or Change in Control
being an “Acceleration Event”).




     2. Eligibility



     Options hereunder may be granted to only employees of operating subsidiaries of the Company
(collectively, the “Optionees” and each an “Optionee”).



     3. Administration



     (a) Administration of Plan. The Plan shall be administered by the Board, or at the
discretion of the Board, by a committee thereof, comprised, except as contemplated by Section 3(c),
of not less than two members of the Board. All references to the “Committee” shall be
deemed to refer to the group then responsible for administration of the Plan at the relevant time
(i.e., either the Board or a committee or committees of the Board, as applicable).



     (b) Powers of Committee. The Committee shall have the power and authority to grant
Options consistent with the terms of the Plan, including the power and authority:




     (i) to select the individuals to whom Options may from time to time be granted;




     (ii) to determine the time or times of grant, and the amount, if any, Options, granted
to any one or more grantees;




     (iii) to determine the number of Option Shares to be covered by any Option and, subject
to the provisions of Section 4 below, the price, exercise price, conversion ratio or other
price relating thereto;




     (iv) to determine and, subject to Section 8 below, to modify from time to time the
terms and conditions, including restrictions, not inconsistent with the terms of the Plan,
of any Option, which terms and conditions may differ among individual Options and grantees,
and to approve the form of written instruments evidencing the Options;




     (v) to accelerate at any time the exercisability or vesting of all or any portion of
any Option;




     (vi) to impose any limitations on Options granted under the Plan, including limitations
on transfers, repurchase provisions and the like, and to exercise repurchase rights or
obligations;




     (vii) subject to any restrictions applicable to Options, to extend at any time the
period in which Options may be exercised; and




     (viii) at any time to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem



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advisable; to interpret the terms and provisions of the Plan and any Option (including
related written instruments); to make all determinations it deems advisable for the
administration of the Plan; to decide all disputes arising in connection with the Plan; and
to otherwise supervise the administration of the Plan.



     (c) Delegation of Authority to Grant Options. Subject to applicable law, the
Committee, in its discretion, may delegate to the Chief Executive Officer of the Company the power
to designate officers or employees to be recipients of Options, and to determine the number of such
Options to be received by such officers or employees. Any such delegation by the Committee shall
also provide that the Chief Executive Officer of the Company may not grant awards to himself or
herself. The Committee may revoke or amend the terms of a delegation at any time but such action
shall not invalidate any prior actions of the Committee’s delegate or delegates that were
consistent with the terms of the Plan.



     (d) Option Agreement. Options under the Plan shall be evidenced by Option Agreements
(each, an “Option Agreement”) that set forth the terms, conditions and limitations for each
Option and may include, without limitation, the term of an Option, the provisions applicable in the
event employment or service terminates, and the Company’s authority to unilaterally or bilaterally
amend, modify, suspend, cancel or rescind an Option. The Committee may also amend the terms of
outstanding Options, including any Option Agreement, subject to the consent of the Optionee if the
amendment adversely affects any of his or her substantive rights under the Option or the applicable
Option Agreement. Without limiting the generality of the foregoing, if the Company is converted
from a corporation to another form of entity, the Optionees must cooperate in all respects with
such conversion, which may require the conversion of the Ordinary Shares held by the Optionees or
Ordinary Shares subject to Options into voting common equity of such other form of entity;
provided, however, that such new securities shall have an equivalent value and
liquidation, distribution and voting rights as reasonably determined by the Committee, taking into
account the provisions of written agreements governing the Options. Notwithstanding any provision
of this Section 3, in connection with a conversion of the Ordinary Shares or Ordinary Shares
subject to Options into voting common equity, the Committee shall be permitted to make adjustments
to the Plan and any outstanding Options without the consent of any Optionee.


All decisions and interpretations of the Committee shall be binding on all persons, including the
Company and Plan grantees.




     (e) Indemnification. Neither the Board nor the Committee, nor any member or
representative of either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan, and
the members of the Board and the Committee (and any delegate thereof) shall be entitled in all
cases to indemnification and reimbursement by the Company in respect of any claim, loss, damage or
expense (including, without limitation, reasonable attorneys’ fees) arising or resulting therefrom
to the fullest extent permitted by law and/or under the Company’s governing documents, including
its articles or bylaws, or any directors’ and officers’ liability insurance coverage which may be
in effect from time to time and/or any indemnification agreement between such individual and the
Company.



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     (f) Foreign Option Recipients. Notwithstanding any provision of the Plan to the
contrary, in order to comply with the laws in other countries in which the Company and any
Subsidiary operate or have employees or other individuals eligible for Options, the Committee, in
its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries, if
any, shall be covered by the Plan; (ii) determine which individuals, if any, outside the United
States are eligible to participate in the Plan; (iii) modify the terms and conditions of any Option
granted to individuals outside the United States to comply with applicable foreign laws; (iv)
establish subplans and modify exercise procedures and other terms and procedures, to the extent the
Committee determines such actions to be necessary or advisable (and such subplans and/or
modifications shall be attached to the Plan as appendices); provided, however, that
no such subplans and/or modifications shall increase the limitation on the number of Option Shares
reserved for issuance pursuant to Section 1(a) hereof; and (v) take any action, before or after an
Option is granted, that the Committee determines to be necessary or advisable to obtain approval or
comply with any local governmental regulatory exemptions or approvals. Notwithstanding the
foregoing, the Committee may not take any actions hereunder, and no Options shall be granted, that
would violate the United States Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, any other applicable United States securities law, the United States
Internal Revenue Code of 1986, as amended, or any other applicable United States or other governing
statute or law.



     4. Price and Terms



     The exercise price per share for the Ordinary Shares hereunder shall be determined by the
Committee at the time of grant but shall not be less than the greater of one hundred percent (100%)
of the Fair Market Value of an Ordinary Share on the Date of Grant and the par value of an Ordinary
Share. Notwithstanding the foregoing, with respect to IFH Options granted prior to the Effective
Date that are converted into Options in connection with the Reorganization, the exercise price per
Option Share shall be based upon the exercise price per unit of the IFH Option, as set forth in the
following table:



Per Unit/Share Exercise Price Conversion




	 	 	 	 	 
	IFH Option Exercise Price	 	Option Exercise Price
	1
	 	 	5.82674	 
	1.22
	 	 	7.10862	 
	1.48
	 	 	8.62358	 





Each Option shall be exercisable at such time or times as the Committee shall from time to time
determine, and as shall be specified in the applicable Option Agreement, but in no event after the
expiration of ten years from the date such Option is granted.




     5. Limitations on Right to Exercise, Shareholder Rights



     The events upon, and time at, which an Option becomes exercisable or vests will be provided in
the form of Option Agreement attached hereto. The Committee may also establish whether Options not
exercised or not vested within specified periods may accumulate and become exercisable or vest, in
whole or in part, on any later date(s), and they may provide for the



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acceleration of the vesting or exercise dates of Options or if permitted by the Option terms,
acceleration of the expiration dates of Options in certain events. The issuance of Option Shares
representing shares under any Option will be contingent upon receipt by the Company from the
Optionee (or a substitute purchaser permitted by the terms of the Option) of the full purchase
price for such Option Shares, or such other consideration as may be approved by the Committee, and
the fulfillment of any other requirements specified in the Option or applicable provisions of law.
No Optionee or other person entitled to exercise an Option shall be, or shall be deemed to be, a
holder of any Option Shares subject to the Option for any purpose unless and until such Option
Shares are issued to such Optionee under the terms of the Plan and the Option. Immediately upon
exercise of an Option or any portion thereof and without any further action on the part of the
Optionee or his legal representative, the Company shall have the right to make due inscription in
the Register of Shareholders of the Company to reflect the ownership of such Option Shares.
Options shall be in registered form only.




     6. Non-Transferability of Option



     (a) Generally. Except as provided in Section 6(b) hereof, Options granted under the
Plan shall not be sold, exchanged, delivered or assigned, disposed of, bequeathed or gifted,
pledged, mortgaged, hypothecated or otherwise encumbered, transferred or permitted to be
transferred (hereinafter “Transfer” and any such action a “Transfer”), whether
voluntarily, involuntarily or by operation of law (including the laws of bankruptcy and
insolvency). In addition, Options granted under the Plan are exercisable during the Optionee’s
lifetime only by the Optionee. The rights and obligations of the Company under the Plan and any
Options may be assigned to a successor entity, subject, in the case of any Options, if applicable,
to the terms of the applicable Option Agreement.



     (b) Certain Permitted Transfers. Transfers of Options granted under the Plan to one
or more trusts of which the Optionee is sole trustee, with sole power and authority to direct the
disposition of and voting with respect to the assets thereof, and the sole beneficiaries thereof
are the Optionee and/or his or her direct descendants shall be permitted. In addition, Transfers
of Options granted under the Plan by will or the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended,
shall be permitted.



     Notwithstanding anything to the contrary in this Plan, transferees of any Options granted
under the Plan permitted by this Section 6 shall acquire and hold the Options granted under the
Plan and other rights subject to all provisions of this Plan and applicable Option Agreement as if
such Options and other rights were still held by the Optionee, whether or not the transferee(s) so
agree with the transferring Optionee.



     7. Tax Withholding



     Each Optionee shall, no later than the date as of which the value of an Option or of any
Option Shares or other security received thereunder first becomes includable in the gross income of
such Optionee for U.S. federal income tax purposes or as provided under the applicable law
governing the terms of the specific Option, pay to the Company, or make arrangements satisfactory
to the Company regarding payment of, any federal, state, or local taxes of any kind,



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as well as social security payments, required by law to be withheld with respect to such
income. The Company or any of its Subsidiaries, as applicable, shall, to the extent permitted by
law, have the right to deduct any such taxes from any payment otherwise due to the Optionee.




     8. Board Approval; Amendment of the Plan



     This Plan has been approved by the Board pursuant to the terms of the Articles of
Incorporation. The Board may amend this Plan at any time or times. An amendment shall be binding
upon Options previously granted under the Plan unless the amendment adversely affects the rights of
an Optionee, in which event the consent of the Optionee shall be required (except as provided in
Section 3 hereof).



     9. Expiration and Termination of the Plan



     (a) Generally. Options may be granted under the Plan at any time, or from time to
time, prior to the tenth anniversary of the initial effective date of the Plan. The Plan may be
abandoned or terminated at any time by the Board, except with respect to any Options then
outstanding under the Plan.



     (b) Mergers and Other Sale Events. In the case of and subject to the consummation of
an Acceleration Event, the Plan shall terminate upon the effective time of any such Acceleration
Event and the vesting of any outstanding Options shall be accelerated and become fully vested and
exercisable as provided in the Option Agreement. In the event of such termination, each Optionee
shall be permitted, within a specified period of time prior to the consummation of the Acceleration
Event as determined by the Committee, to exercise all outstanding Options held by such grantee then
exercisable or that will become exercisable as of the effective time of the Acceleration Event
provided that the exercise of Options not exercisable prior to the Acceleration Event shall be
subject to the consummation of the Acceleration Event.



     For purposes of the Plan, the following terms shall have the following meanings:




     “Affiliate” means, with respect to any Person, any other Person that directly
or indirectly controls, or is under common control with, or is controlled by, such Person.
As used in this definition “control” (including its correlative meanings, “controlled by”
and “under common control with”) shall mean possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person (whether through
ownership of securities or partnership or other ownership interests, by contract or
otherwise).




     “Change of Control” means (i) the acquisition at any time by a
“person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of the United
States Securities Exchange Act of 1934) (without including in such person or group any
Affiliate of any member of the Company), directly or indirectly, of securities representing
more than 50% of the combined voting power in the election of directors of the then
outstanding securities of the Company or its operating subsidiaries or any successor of the
Company; (ii) any sale or disposition of all or substantially all of the assets of the
Company or operating subsidiary of the Company; or (iii) any merger, liquidation,
reorganization,



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consolidation, or statutory share exchange as a result of which the persons who were
shareholders or other equity holders of the Company or operating subsidiary of the Company
(the “Pre-transaction Shareholders”) immediately prior to the effective date of the
merger, liquidation, reorganization, consolidation or share exchange shall have beneficial
ownership of less than 50% of the combined economic and voting power of the surviving
corporation or other entity, provided that any such economic and voting power that is
acquired by any Affiliate of any such shareholder or any Affiliate of any shareholder of the
Company shall be attributed to the Pre-transaction Shareholders for the purpose of
determining whether such 50% threshold has been satisfied.




     “Exit Event” means the sale, assignment, conveyance, exchange or other
disposition of all or substantially all of the assets of any operating subsidiary of the
Company taken as a whole, directly or indirectly, in one or a series of related
transactions, whether by way of merger, conversion, liquidation or dissolution; provided,
however, that any transfer, or other event set forth above, to an Affiliate shall not be
deemed an “Exit Event.”




     “Fair Market Value” of an Ordinary Share on any given date means the fair
market value of the Ordinary Share determined in good faith by the Committee based on the
reasonable application of a reasonable valuation method not inconsistent with Section 409A
of the United States Internal Revenue Code of 1986, as amended. If the Ordinary Shares are
admitted to quotation on a securities exchange, the determination shall be made by reference
to market quotations. If the date for which Fair Market Value is determined is the first
day when trading prices for the Ordinary Shares are reported on a securities exchange, the
Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover
page for the final prospectus relating to the Company’s Initial Public Offering.




     “Initial Public Offering” means the consummation of the first fully
underwritten, firm commitment public offering pursuant to an effective registration
statement under the United States Securities Act of 1933, as amended, and the rules and
regulations thereunder, 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.




     “Person” means any individual, corporation, partnership, joint venture,
association, joint-stock company, limited liability company, trust, unincorporated
organization, government or any agency or political subdivision thereof, or any other legal
entity.




     “Subsidiary” or “Subsidiaries” means any Person of which fifty percent
(50%) or more is owned, directly or indirectly, by the Company.



     10. Shareholder Agreement.



     Notwithstanding any other provision of this Plan to the contrary, the issuance of Ordinary
Shares to be purchased pursuant to the exercise of an Option prior to an Initial Public Offering,



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shall be contingent upon the Optionee’s execution of a Joinder Agreement to the Shareholder
Agreement dated as of the Reorganization Date (as amended from time to time, the “Shareholder
Agreement”), or other appropriate securityholder documentation, as may be required by the
Committee in its discretion.




     11. Governing Law



     This Plan and all Options granted hereunder shall be governed by Luxembourg law except as
required by the laws of the applicable jurisdiction in which any Optionee is employed or otherwise
engaged by the Company or any of its Affiliates, as the case may be.




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