GROUP, AND SHALL NOT
MISUSE, MISAPPROPRIATE OR EXPLOIT SUCH PROPRIETARY INFORMATION IN ANY WAY.
THE
RESTRICTIONS CONTAINED HEREIN SHALL NOT APPLY TO ANY INFORMATION WHICH (I) WAS
ALREADY AVAILABLE TO THE PUBLIC AT THE TIME OF DISCLOSURE, OR SUBSEQUENTLY
BECAME AVAILABLE TO THE PUBLIC, OTHERWISE THAN BY BREACH OF THIS AWARD AGREEMENT
OR (II) THE DISCLOSURE OF WHICH WAS REQUIRED BY ORDER OF ANY COURT OR
ADMINISTRATIVE AGENCY.
UPON ANY TERMINATION OF THE PARTICIPANT'S EMPLOYMENT
WITH THE BUNGE GROUP, THE PARTICIPANT HEREBY AGREES TO RETURN IMMEDIATELY TO THE
BUNGE GROUP ALL PROPRIETARY INFORMATION AND COPIES THEREOF IN THE POSSESSION OF
THE PARTICIPANT.
(II)
NO COMPETING EMPLOYMENT.
DURING THE
PERIOD BEGINNING ON THE DATE OF GRANT AND CONTINUING UNTIL THE END OF THE
TWELFTH MONTH FOLLOWING THE PARTICIPANT'S TERMINATION OF
5
EMPLOYMENT FOR ANY REASON WITH THE BUNGE GROUP (SUCH PERIOD TO BE REFERRED TO AS
THE "RESTRICTED PERIOD"), THE PARTICIPANT SHALL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF BUNGE, DIRECTLY OR INDIRECTLY, WHETHER AS OWNER, CONSULTANT,
EMPLOYEE, PARTNER, VENTURER, OR AGENT, THROUGH STOCK OWNERSHIP, INVESTMENT OF
CAPITAL, LENDING OF MONEY OR PROPERTY, RENDERING OF SERVICES, OR OTHERWISE
(EXCEPT OWNERSHIP OF LESS THAN 5% OF THE NUMBER OF SHARES OUTSTANDING OF ANY
SECURITIES WHICH ARE PUBLICLY TRADED), (A) COMPETE WITH THE BUNGE GROUP, OR
(B) PROVIDE SERVICES TO, WHETHER AS AN EMPLOYEE OR CONSULTANT, OR OWN, MANAGE,
OPERATE, CONTROL, PARTICIPATE IN OR BE CONNECTED WITH (AS A SHAREHOLDER, PARTNER
OR SIMILAR OWNER) ANY CORPORATION, FIRM, PARTNERSHIP, JOINT VENTURE, SOLE
PROPRIETORSHIP OR OTHER ENTITY WHICH COMPETES WITH THE BUNGE GROUP, EXCEPT FOR
THE AFOREMENTIONED OWNERSHIP OF LESS THAN 5% OF ANY PUBLICLY TRADED SECURITIES.
THE RESTRICTED PERIOD SHALL BE EXTENDED BY THE LENGTH OF ANY PERIOD DURING WHICH
THE PARTICIPANT IS IN BREACH OF ANY OF THE TERMS OF THIS SECTION 5(D)(II).
(III)
RESTRICTIONS ON SOLICITATION.
DURING THE
RESTRICTED PERIOD, AND EXCEPT AS REQUIRED PURSUANT TO THE PARTICIPANT'S DUTIES
TO THE BUNGE GROUP IN CONNECTION WITH THE EMPLOYMENT RELATIONSHIP, THE
PARTICIPANT SHALL NOT, DIRECTLY OR INDIRECTLY:
(I) SOLICIT OR CONTACT ANY
CUSTOMER OF THE BUNGE GROUP (OR ANY OTHER ENTITY THAT THE PARTICIPANT KNOWS IS A
POTENTIAL CUSTOMER WITH RESPECT TO SPECIFIC PRODUCTS OF THE BUNGE GROUP AND WITH
WHICH THE PARTICIPANT HAS HAD CONTACT DURING THE PERIOD OF HIS OR HER EMPLOYMENT
WITH THE BUNGE GROUP) FOR ANY COMMERCIAL PURSUIT THAT TO THE KNOWLEDGE OF THE
PARTICIPANT IS IN COMPETITION WITH THE BUNGE GROUP OR THAT TO THE KNOWLEDGE OF
THE PARTICIPANT IS CONTEMPLATED FROM TIME TO TIME DURING THE PERIOD OF HIS OR
HER EMPLOYMENT WITH THE BUNGE GROUP BY ANY CORRESPONDING BUSINESS PLAN;
(II) TAKE AWAY OR INTERFERE OR ATTEMPT TO INTERFERE WITH ANY CUSTOM, TRADE,
BUSINESS OR PATRONAGE OF THE BUNGE GROUP, OR INDUCE, OR ATTEMPT TO INDUCE, ANY
EMPLOYEES, AGENTS OR CONSULTANTS OF OR TO THE BUNGE GROUP TO DO ANYTHING FROM
WHICH THE PARTICIPANT IS RESTRICTED BY REASON OF THIS SECTION 5(D); OR
(III) OFFER OR AID OTHERS TO OFFER EMPLOYMENT TO EMPLOYEES OF THE