EXHIBIT
10.1


 





 


Vicente
Teixeira


Chief
Personnel Officer


 


Mr. D. Benedict Pearcy


 


 


Dear Ben,


 


I am very happy to
confirm the following terms and conditions in connection with your promotion to
the position of Chief Development Officer and Managing Director Sugar and
Bioenergy based in White Plains, New York and reporting directly to Alberto
Weisser:


 


Effective
Date: February 1,
2009


 


Since
your relocation to White Plains will not take place until June 1, 2009,
the terms and conditions are divided in two distinct time frames:  period one covering the period from February 1
to August 31, 2009 and period two beginning with your relocation to White
Plains effective September 1, 2009:


 


Period 1:


 


 


1.                        Base Salary: Your base salary will be $430,000 per
annum payable in 12 installments per year converted to Swiss Francs based on
the average daily exchange rate for the three month period ending January 27,
2009.


 


2.                        Annual Incentive Program: You will continue to be eligible for
consideration for an award under the Company’s Annual Incentive Program. As
Chief Development Officer and Managing Director Sugar and Bioenergy, the “target”
of your annual incentive award is 75% 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 at the time they
are to be paid.


 


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.


 


Note that target amounts
as well as the metrics, pay-out formulas and conditions of both the annual
incentive program as well as those of the long-term incentive 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 Geneva benefits plans until your relocation to
the White Plains area.


 

















 


Period 2:


 


1.            Base Salary: Your base salary will be $430,000 per
annum payable in 24 installments per year. 
Your salary will be reviewed to consider relevant market rates during
our annual salary review process in March 2010 and annually thereafter.


 


2.           Annual Incentive Program: You will continue to be eligible for
consideration for an award under the Company’s Annual Incentive Program. As
Chief Development Officer and Managing Director Sugar and Bioenergy, the “target”
of your annual incentive award is 75% of your base salary (i.e., currently
$322,500 per year), 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 at the time they are to be paid.


 


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.


 


Note that target amounts
as well as the metrics, pay-out formulas and conditions of both the annual
incentive program as well as those of the long-term incentive program, 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 $106 for single coverage, $211 for the employee plus one
family member and $271 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 $6 for single coverage, $13 for the employee plus one family
member and $18 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 two times your annual base
salary.


 


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 2009 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 2009, 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 (of the highest 5 consecutive 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 and you
have 3 years and 4 months of credited service in the plan as a result of your
previous employment with Bunge in the U.S.


 


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 pension 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
($107,500 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.  Please note that pets are not
accepted in temporary accommodation.  We
generally expect temporary living to be completed in approximately 60 days of
the transfer.


 


d)       Home Leasing: You will be reimbursed for the broker’s commission associated with the
leasing of your current residence in Switzerland at a rate not to exceed one
month’s rent.


 


e)           Apartment Rental: You will be reimbursed for the broker’s
commission associated with finding an apartment in the White Plains area at a
rate not to exceed one month’s rent.


 


f)             Duplicate Housing Expenses:  You will also be reimbursed for duplicate housing
expenses, if any, experienced during the relocation process for a period of up
to 90 days based on the mortgage interest payments on your home in Switzerland.


 


g)           Special Allowance:  You
will receive a special allowance of $50,000 gross upon your transfer to the US
and an additional $50,000 gross in January 2010.


 


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


 


 


7.                  Income Tax:
You will be provided with income tax preparation assistance from
PriceWaterhouseCoopers for the 2009 tax year. 
You will be tax equalized in the event you experience double taxation on
company source income in Switzerland and the U.S.


 

















 


8.                 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 target annual incentive.


 


In addition, if the termination is not due to performance, you will
also receive a prorated portion of your annual bonus calculated at target level
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
at least 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
at least 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.


 

















 


Ben, Alberto and I are
delighted that you have assumed the Development and Sugar and Bioenergy role.
If this letter expresses your understanding of our agreement, your signature
below will indicate your acceptance of the terms herein.  Should you have any questions do not hesitate
to call me.


 


 


	
  Vicente Teixeira

  	
  In agreement:

  	
  /s/ D. Benedict
  Pearcy

  	
   

  
	
  Chief Personnel
  Officer

  	
   

  	
  D. Benedict
  Pearcy

  
	
   

  	
   

  	
  Date: March 11,
  2010