Exhibit 10.1

 



 

Vicente Teixeira

Chief Personnel Officer

 

Mr. Raul Padilla

 

Dear Raul,

 

I am pleased to confirm the following terms and conditions in connection with your appointment to the position of CEO Bunge Global Agribusiness effective July 1, 2010 based in White Plains, New York and reporting directly to Alberto Weisser:

 

Since your relocation to White Plains will not take place until September 1, 2010, the terms and conditions are divided in two distinct time frames:  period one covering the time from July 1 to August 31, 2010 and period two beginning with your relocation to White Plains effective September 1, 2010:

 

Period 1 (Argentina):

 

1.                          Base Salary: Your base salary will be $850,000 per annum payable in 12 installments per year converted to Argentine Pesos at the rate of 1US$ = ARS 3.9.

 

2.                          Annual Incentive Program: You will continue to be eligible for consideration for an award under the Company’s Annual Incentive Program. As CEO Bunge Global Agribusiness, your target annual incentive award is 100% of your base salary, with a maximum upward potential of 2.5 times this amount. Note that the actual annual award will be determined based on your individual contribution during each performance year as well as on the results achieved against select financial metrics. Bonuses, if due, are typically paid in the first quarter of the year following the announcement of financial results for the performance year and are contingent upon your continued employment with the Company through the end of the performance year. Your AIP award for 2010 will be calculated on a pro rata basis to reflect the relevant parameters for the time worked as CEO Argentina and CEO Bunge Agribusiness, respectively.

 

3.                          Supplemental Bonus Program: In addition, you will be eligible for a supplemental bonus opportunity based on Bunge’s global trading performance.  For 2010, the award opportunity will range from 0 to 2.5 times your AIP target pro-rated for the time period July 1 through December 31, 2010.  Additional details will be provided to you under separate cover.

 

Note that target amounts as well as the metrics, pay-out formulas and conditions of the annual incentive program as well as those of the supplemental bonus program, may be periodically revised or altered to reflect changing business or market conditions. Should changes occur you will receive appropriate notice.

 

4.                          Benefits: You will be maintained on the benefits plans in Argentina until your relocation to the White Plains area.

 











 

Period 2 (White Plains, New York):

 

1.              Base Salary: Your base salary will be $850,000 per annum payable in 24 installments per year.  Your salary will be reviewed to consider relevant market rates during our annual salary review process.

 

2.              Annual Incentive Program: You will continue to be eligible for consideration for an award under the Company’s Annual Incentive Program. As CEO Bunge Global Agribusiness, your target annual incentive award is 100% of your base salary, with a maximum upward potential of 2.5 times this amount. Note that the actual annual award will be determined based on your individual contribution during each performance year as well as on the results achieved against select financial metrics. Bonuses, if due, are typically paid in the first quarter of the year following the announcement of financial results for the performance year and are contingent upon your continued employment with the Company through the end of the performance year. Your AIP award for 2010 will be calculated on a pro rata basis to reflect the relevant parameters for the time worked as CEO Argentina and CEO Bunge Agribusiness, respectively.

 

In addition, you will continue to be eligible for the supplemental bonus opportunity described in item 2 of the “Period 1” section.

 

3.              Long Term Incentive Program: You will continue to be eligible for consideration for awards under the Company’s Equity Incentive Program.  The value of this award is established annually by the Compensation Committee of the Board based on a competitive analysis of Bunge’s peer companies and other factors which impact the business.  Awards are typically granted in the form of stock options and/or performance based restricted stock units during the first quarter of each year.

 

In addition, you will receive a grant of 8,000 time-based restricted stock units of Bunge effective September 1, 2010 which will vest at the rate of one-third per year on the first day of July on each of the years 2011, 2012 and 2013.

 

Note that target amounts as well as the metrics, pay-out formulas and conditions of the annual incentive, supplemental bonus and long-term incentive programs may be periodically revised or altered to reflect changing business or market conditions. Should changes occur you will receive appropriate notice.

 

4.              Benefits: Bunge also offers a competitive package of employee benefits. For your information, listed below in summary format are some features of our key benefits. Please note that, depending on business conditions and competitive environment, the Company reserves the right to change these benefits at any time without a retroactive impact on you. Should you need clarification on any specific item, please contact me. Additional information will be sent to you upon your transfer to the White Plains area.

 

a.               Group Medical Coverage:

·                                          Becomes effective on your transfer date.

·                                          Covers all pre-existing conditions.

·                                          Offers a national PPO administered by UnitedHealthcare or by BlueCross/BlueShield.

·                                          The current monthly cost of this program is approximately $114 for single coverage, $228 for the employee plus one family member and $293 for family coverage with deductions taken on a pre-tax basis.

 

b.     Dental Insurance:

·                                          Offered by Delta Dental. Becomes effective on your date of transfer.

 











 

·                                          The current monthly cost of this program is approximately $7 for single coverage, $14 for the employee plus one family member and $20 for family coverage with deductions also taken on a pre-tax basis.

 

c.               Life Insurance & AD&D:

·                                          Becomes effective on your transfer date.

·                                          Presently, this plan is provided at no cost to you.

·                                          The benefit is currently limited to $1,000,000 but can be increased to two times your annual base salary contingent upon you providing acceptable evidence of insurability.

 

d.              Short Term Disability (STD):

·                                          Becomes effective on your transfer date.

·                             This program provides disability pay for illnesses or disabilities incurred off the job.

·                             Presently, the plan is provided at no cost to you.

·                             The duration of this benefit is up to 26 weeks based on the length of your service.

 

e.               Long Term Disability (LTD):

·                                          You are eligible to enroll on your transfer date.

·                                          The plan is optional and provided at a cost of $0.36 per $100 of monthly base salary up to a maximum monthly salary of $10,000

·                                          You may elect to obtain coverage paying for the premium on a pre-tax basis (in which case benefits paid will be considered taxable income) or on an after-tax basis (in which case benefits, if paid, will not be taxable).

·                                          When eligible, benefits under this plan will begin after your 26th week of disability.

 

f.      Bunge Savings Plan: (401 (k) Plan):

·                                          You are eligible to participate in this plan upon your transfer date.

·                                          Based on the present provisions you may contribute between 1% and 50% (in 1% increments) of your base pay per year on a pre-tax basis — for 2010 these contributions are capped at $16,500.

·                                          Currently, the Company will match $1 for every pre-tax dollar you contribute to the Plan up to 3% of your salary and 50% on contributions made on the next 2% of your salary.

·                                          In addition, participants aged 50 or more can make additional (unmatched) pre-tax contributions.  For 2010, the maximum “catch-up” contribution is $5,500.

·                                          Both Company and your individual contributions are immediately vested.

·                                          You may direct your investments in any combination of the funds offered.

·                                          Hardship withdrawal as well as loan options are available.

 

g.              Pension Program:  Currently, Bunge also offers a defined benefit pension program. Overall, the program offers a benefit equal to 1% of your final average earnings (highest 5 consecutive years of the final ten years) per year of service plus .5% of the amount by which these earnings exceed career average social security wage basis. As a U.S. based member of the Executive Committee of Bunge, you are eligible to participate in the Bunge U.S. Supplemental Executive Retirement Program (SERP) and your “earnings” for purposes of the SERP will be calculated based on your salary earned plus 100% of the annual bonus actually earned effective with your relocation to the U.S.

 

Based on your past service with the Company, you are fully vested in the US pension plan.

 

h.              Perquisite Allowance: As a US-based Executive Committee member you will also receive a flexible perquisite allowance of $9,600 per annum payable in 24 installments per year.

 











 

i.      Vacation: You are eligible for four weeks of vacation per year.

 

j.      Holidays: The following holidays are currently recognized by the Company:

	
New Years Day
    	
Labor   Day
    	
Presidents   Day
    
	
Good Friday
    	
Independence   Day
    	
Memorial   Day
    
	
Thanksgiving Day
    	
Day   after Thanksgiving
    	
Christmas   Day
    


 

You will also be eligible for two optional holidays per year.

 

All benefit programs are revised periodically to reflect an appropriate degree of competitiveness. Overall, we target to position our benefits programs at the median of our peer group of select public companies. Should changes occur to any of our programs, you will receive appropriate notice.

 

5.              Relocation:  To ease the transfer process, Bunge will make available to you certain special benefits and facilities. These are:

 

a)              Relocation Allowance:  To compensate for transitional living conditions associated with setting up a new home and the income tax on certain allowances, Bunge will pay you a relocation allowance equal to 3 months base salary ($213,000 gross). If for any reason the move is not completed, this payment must be returned to the Company.  Please note this payment is subject to US taxes.

 

b)              Moving Expenses:  Under Bunge’s Relocation Program, Bunge will pay for reasonable and customary expenses incurred related to your move to the White Plains area, e.g. surface shipment and insurance costs for up to one 40 foot container of personal and household effects from Switzerland to the US and air shipment and insurance costs for up to 400 lbs.  Please note, we do not cover the insurance costs of unusual/unique antiques, artwork, jewelry and collectibles

 

c)              Temporary Living:  Also covered by the relocation program are costs associated with temporary living accommodation in the general office area in White Plains until you are able to move to new permanent housing.  We generally expect temporary living to be completed in approximately 60 days of the transfer.

 

PLEASE NOTE THAT THE PAYMENT OR REIMBURSEMENT OF MOST RELOCATION EXPENSES WILL BE CONSIDERED TAXABLE INCOME TO YOU.

 

6.              Income Tax: You will be provided with income tax preparation assistance from PriceWaterhouseCoopers for the 2010 and 2011 tax years.  You will be tax equalized in the event you experience double taxation on company source income in Argentina and the U.S.

 











 

7.              Severance: In the event your employment is involuntarily terminated by the Company without “Cause,” (as defined in the Company’s Equity Incentive Plan) you will receive (upon the release of any employment related claims and covenants in form and substance satisfactory to both you and Bunge) a lump sum payment equivalent to 12 months of your then prevailing base salary plus your target award under the Annual Incentive Program.

 

In addition, if the termination is not due to performance, you will also receive a prorated portion of your annual bonus for the year in which the termination occurs.

 

You are reminded that our agreement includes your promise that:

 

	
(i)
    	
you   shall not (except to the extent required by an order of a court having competent   jurisdiction or under subpoena from an appropriate government agency)   disclose to any third person, whether during or subsequent to your employment   with the Company, any trade secrets; customer lists; product development and   related information; marketing plans and related information; sales plans and   related information; operating policies and manuals; business plans;   financial records; or other financial, commercial, business or technical   information related to the Company or any subsidiary or affiliate thereof   unless such information has been previously disclosed to the public by the   Company or has become public knowledge other than by a breach of this   Agreement; provided, however, that this limitation shall not apply to any   such disclosure made while you are employed by the Company, or any subsidiary   or affiliate thereof in the ordinary course of the performance of your   duties;
    
	
 
    	
 
    
	
(iii)
    	
For eighteen months after the termination of your employment, you   shall not attempt, directly or indirectly, to induce any Company agent or   employee of the Company, or of any subsidiary or any affiliate thereof to be   employed or perform services elsewhere except if you are previously   authorized to do so by the CEO of Bunge Limited in writing;
    
	
 
    	
 
    
	
(iv)
    	
For eighteen months after the termination of your employment, you   shall not attempt, directly or indirectly, to induce any employee or agent of   the Company, or of any subsidiary or affiliate thereof to cease providing   services to the Company, or any subsidiary or affiliate thereof;
    
	
 
    	
 
    
	
(v)
    	
Following   the termination of your employment, you shall provide assistance to and shall   cooperate with the Company or any subsidiary or affiliate thereof, upon its   reasonable request, with respect to matters within the scope of your duties   and responsibilities during your employment with the Company. (The Company   agrees and acknowledges that it shall, to the maximum extent possible under   the then prevailing circumstances, coordinate (or cause a subsidiary or   affiliate thereof to coordinate) any such request with your other commitments   and responsibilities to minimize the degree to which such request interferes   with such commitments and responsibilities). The Company agrees that it will   reimburse you for reasonable travel expenses (i.e., travel, meals and   lodging) that you may incur in providing assistance to the Company hereunder.
    


 

This agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without reference to principles of conflict of laws, and may not be amended or modified other than by written agreement executed by the parties hereto or their respective successors and legal representatives. In this manner, any litigation or other proceeding commenced by either party to this or obligations hereunder shall be commenced in the federal or state courts of New York.

 











 

Raul, we are delighted that you have assumed the role of CEO Bunge Global Agribusiness.  Should you have any questions do not hesitate to call me.

 

 

	
/s/   Vincente Teixeira
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Vicente   Teixeira
    	
 
    	
In   agreement:
    	
/s/   Raul Padilla
    
	
Chief   Personnel Officer
    	
 
    	
 
    	
Raul Padilla
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Date: September 24, 2010