Exhibit 10.25


 


Bunge
Limited


 


2007
Non-Employee Directors Equity Incentive Plan


 


2009 Restricted Stock Unit Award
Agreement


 


AGREEMENT made as of the        
day of May, 2009 (the “Grant Date”),
between Bunge Limited, a company incorporated under the laws of Bermuda (“Bunge”), and «Name» (the “Director”).  This Agreement is subject to the provisions
of the Bunge Limited 2007 Non-Employee Directors Equity Incentive Plan (the “Plan”), a copy of which is furnished
to the Director with this Agreement. 
Capitalized terms appearing herein and not otherwise defined shall have
the meanings ascribed to them in the Plan.


 


For valuable consideration,
receipt of which is acknowledged, the parties hereto agree as follows:


 


1.             Number of Restricted Stock Units Granted.


 


Bunge hereby grants the
Director, subject to the terms and conditions set forth in this Agreement and
in the Plan, an award of         
Restricted Stock Units (the “Units”),
representing the right to receive Shares of Bunge Common Stock.  The Units shall be subject to the terms and
conditions set forth in the Plan and this Agreement, including, without,
limitation, the restrictions on transfer set forth in Section 5 of this
Agreement.


 


2.             Vesting.


 


(a)           Vesting Schedule.  Subject to earlier forfeiture or acceleration
of vesting as set forth in the Plan and this Agreement, the Units shall fully
vest and become non-forfeitable (becoming “Vested Units”)
on the third anniversary of the Grant Date.


 


(b)           Change in Control.  Unless otherwise determined by the Committee
in its discretion, the Units shall become Vested Units (to the extent not
already vested) immediately prior to the consummation of a Change in Control
transaction.


 


3.             Termination
of Service.


 


Unless otherwise determined
by the Committee in its discretion, in the event that the Director’s service on
the Board terminates by reason of Retirement, death or Permanent Disability or
by reason of failure by the shareholders of Bunge to reelect the Director after
he or she was nominated for re-election to the Board, the Units shall become
Vested Units (to the extent not already vested) immediately upon such
termination.  Unless otherwise determined
by the Committee in its discretion, if the Director’s service on the Board
terminates for any other reason, any Unit that is not vested at the time of
such termination shall be forfeited and cancelled without any payment.


 


4.             Dividend
Equivalent Rights.


 


The Director shall receive
Dividend Equivalents on his or her Units if Bunge pays a regular cash dividend
with respect to the Common Stock with a record date occurring prior to the
settlement of such Units.  Dividend
Equivalents shall be deemed to be invested in Shares of Common Stock.  The Director’s account under the Plan will be
credited with additional Units on the date that Bunge pays


 

















 


such regular cash
dividend.  Any such additional Units
shall be considered Units under this Agreement and shall also be credited with
additional Units as regular cash dividends, if any, are declared, and shall be
subject to the same terms and conditions as the Units with respect to which
they were credited.  Any fractional
Dividend Equivalents shall be cancelled with no consideration and only a whole
number of additional Units shall be credited to the Director’s account.  Payment of Dividend Equivalents that have
been credited to the Director’s account will not be made with respect to any
Units that are forfeited or cancelled under the terms of the Plan or this
Agreement.


 


5.             Shareholder
Rights; Restrictions on Transfer.


 


The Director shall not have
any rights as a shareholder with respect to the Shares underlying any Unit
until such Shares have been issued and delivered to the Director in such manner
as Bunge, in its discretion, shall deem appropriate.  The Director shall not, whether voluntarily
or involuntarily, sell, assign, transfer, pledge, hypothecate or otherwise
dispose of, by operation of law or otherwise, (collectively “transfer”) any
Units, or any interest therein, except as provided in the Plan.  Any transfer of the Units made, or any
attachment, execution, garnishment, or lien issued against or placed upon
Units, other than as so permitted, shall be void.


 


6.             Settlement of Restricted Stock Units


 


(a)           Settlement Date.  Subject to Section 6(b), the Vested
Units shall be settled in Shares as soon as practicable, but in no event later
than ninety days, after the Units vest.


 


(b)           Specified Employees.  Notwithstanding any provision of this
Agreement to the contrary, if, to the extent that the Units constitute a “deferral
of compensation” for purposes of Section 409A, and Bunge determines the
Director is a “specified employee” (within the meaning of the Committee’s
established methodology for determining “specified employees” for purposes of Section 409A)
no payment or distribution of any amounts with respect to the Units may be made
before the earlier of (i) the date which is the first business day
following the six month anniversary of the Director’s separation from service
for any reason other than death or (ii) the date of the Director’s
death.  The provisions of this Section 6(b) shall
only apply if required to comply with Section 409A.


 


7.             Miscellaneous.


 


(a)           No Rights to Re-election.  This award does not (i) confer
upon the Director any right to continue as a director of Bunge, (ii) affect
the right of the shareholders of Bunge to remove or decline or re-elect the
Director to the Board (for any reason or no reason), (iii) affect any
rights of the Board, or (iv) entitle the Director to any benefits other
than those granted under the Plan and this Agreement.


 


(b)           Severability.  The invalidity or
unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement and each
other provision of this Agreement shall be severable and enforceable to the
extent permitted by law.


 


(c)           Waiver.  Any provision for the benefit of
Bunge contained in this Agreement may be waived, either generally or in any
particular instance, by the Committee.


 


(d)           Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of Bunge and the Director and their respective heirs,
executors, administrators, legal representatives, successors and assigns,
subject to the restrictions on transfer set forth in Section 5 of this
Agreement.


 


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(e)           Notice.  All notices and other
communications provided for herein shall be in writing and shall be delivered
by hand, telecopy or facsimile transmission or sent by certified or registered
mail, return receipt requested, postage prepaid, addressed, if to the Director,
to the attention of the Director at the mailing address that the Director shall
have specified to Bunge and, if to Bunge, to its principal offices which are
currently located at 50 Main Street, 6th Floor, White Plains, New York 10606,
attention: Chief Personnel Officer.  All
such notices shall be conclusively deemed to be received and shall be
effective, (i) if delivered by hand, upon receipt, (ii) if sent by
telecopy or facsimile transmission, upon confirmation of receipt by the sender
of such transmission or (iii) if sent by registered or certified mail, on
the fifth day after the day on which such notice is mailed.


 


(f)            Entire Agreement.  This Agreement and the Plan
constitute the entire agreement between the parties, and supersedes all prior
agreements and understandings, relating to the subject matter of this
Agreement.


 


(g)           Access to Plan/Incorporation
by Reference.  The
Director hereby acknowledges that he or she has access to a copy of the Plan as
presently in effect.  The text and all of
the terms and provisions of the Plan, as amended from time to time, are
incorporated herein by reference, and this Agreement is subject to such terms
and provisions in all respects.  In the event of any conflict or inconsistency
between the Plan and this Agreement, the Plan shall govern.


 


(h)           Unfunded Plan.  The Plan is unfunded.  Prior to the exercise of any Awards, nothing
contained in the Plan or this Agreement shall give the Director any rights that
are greater than those of a general creditor of Bunge.  The Committee may authorize the creation of
trusts or other arrangements to meet the obligations created under the Plan to
deliver Common Stock with respect to the Units.


 


(i)            Amendment.  The Board may at any time and
from time to time alter, amend, suspend or terminate the Plan in whole or in
part, including, without limitation, to amend the provisions for determining
the amount of Awards to be issued to the Director; provided,
however, that any amendment which under
the requirements of applicable law or stock exchange rule must be approved
by the shareholders of Bunge shall not be effective unless and until such
shareholder approval has been obtained in compliance with such law or
rule.  Further, no termination or
amendment of the Plan or this Agreement that would adversely affect the
Director’s rights under the Plan with respect to any Award made prior to such
action shall be effective as to the Director unless he consents thereto.


 


(j)            Governing Law.  The Plan and this Agreement shall be
construed, interpreted and enforced in accordance with the laws of the State of
New York.


 


(k)           Compliance with Section 409A
of the Code. 
Notwithstanding any provision in this Agreement or in the Plan to the
contrary, if any provision of this Agreement or the Plan 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 of this Agreement or the Plan may be modified by the Committee
without notice and consent of the Director 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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The Director indicates
acceptance of the Restricted Stock Unit Award, subject to the terms and
conditions set forth in the Plan and this Agreement, by signing this Agreement
and returning it to the undersigned representative of Bunge no later than          ,
2009.  If a signed copy of this Grant
Notice is not received by such date, this Award shall be void and of no force
and effect.


 


	
  BUNGE LIMITED

  	
   

  	
  DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Name: 

  	
  Vicente Teixeira

  	
   

  	
   

  	
  «Name»

  
	
  Title:

  	
  Chief
  Personnel Officer

  	
   

  	
   

  	
   

  



 


The Director has reviewed with the Director’s own tax
advisors the federal, state, local and foreign tax consequences of the
transactions contemplated by this Agreement. 
The Director is relying solely on such advisors and not on any
statements or representations of Bunge or any of its agents.  The Director understands that the Director
(and not Bunge) shall be responsible for the Director’s own tax liability that
may arise as a result of the transactions contemplated by this Agreement.


 


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