BUNGE GROUP,
OR INTERFERE OR ATTEMPT TO INTERFERE WITH ANY EMPLOYEES OF THE BUNGE GROUP.
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)(III).
(IV)
APPLICATION OF COVENANTS.
THE ACTIVITIES
DESCRIBED IN THIS SECTION 5(D) SHALL BE PROHIBITED REGARDLESS OF WHETHER
UNDERTAKEN BY THE PARTICIPANT IN AN INDIVIDUAL OR REPRESENTATIVE CAPACITY, AND
REGARDLESS OF WHETHER PERFORMED FOR THE PARTICIPANT'S OWN ACCOUNT OR FOR THE
ACCOUNT OF ANY OTHER INDIVIDUAL, PARTNERSHIP, FIRM, CORPORATION OR OTHER
BUSINESS ORGANIZATION (OTHER THAN BUNGE).
(V)
INJUNCTIVE RELIEF.
WITHOUT LIMITING THE
REMEDIES AVAILABLE TO BUNGE, THE PARTICIPANT ACKNOWLEDGES THAT A BREACH OF ANY
OF THE COVENANTS CONTAINED IN THIS SECTION 5(D) MAY RESULT IN IRREPARABLE INJURY
TO BUNGE FOR WHICH THERE IS NO ADEQUATE REMEDY AT LAW, THAT IT SHALL NOT BE
POSSIBLE TO MEASURE DAMAGES FOR SUCH INJURIES PRECISELY AND THAT, IN THE EVENT
OF SUCH A BREACH OR THREAT THEREOF, BUNGE SHALL BE ENTITLED TO SEEK A TEMPORARY
RESTRAINING ORDER OR A PRELIMINARY OR PERMANENT INJUNCTION RESTRAINING THE
PARTICIPANT FROM ENGAGING IN ACTIVITIES PROHIBITED BY THIS SECTION 5(D) OR SUCH
OTHER RELIEF AS MAY BE REQUIRED TO SPECIFICALLY ENFORCE ANY OF THE COVENANTS IN
THIS SECTION 5(D).
(E)
PLAN DOCUMENT CONTROLS.
IN THE EVENT OF
ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AWARD AGREEMENT AND THOSE OF THE
PLAN, THE PROVISIONS OF THE PLAN SHALL CONTROL.
(F)
APPLICABLE LAW.
THIS AWARD AGREEMENT
SHALL BE GOVERNED BY AND SUBJECT TO THE LAWS OF THE STATE OF NEW YORK AND TO ALL
APPLICABLE LAWS AND TO THE APPROVALS BY ANY GOVERNMENTAL OR REGULATORY AGENCY AS
MAY BE REQUIRED.
(G)
VALIDITY.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AWARD AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AWARD AGREEMENT,
6
WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
THE PARTIES INTEND THAT ANY
OFFENDING PROVISION SHALL BE ENFORCED TO THE FULLEST EXTENT TO WHICH IT IS
ENFORCEABLE, THAT ANY UNENFORCEABLE PORTION THEREOF BE SEVERED FROM THIS AWARD
AGREEMENT, AND THAT THIS AWARD AGREEMENT, AS MODIFIED TO SEVER ANY SUCH
UNENFORCEABLE PORTION, BE ENFORCED TO THE FULLEST EXTENT PERMITTED BY LAW.
IN
THE EVENT THAT ALL OR ANY PORTION OF THIS AWARD IS FORFEITED PURSUANT TO THE
TERMS OF THE PLAN OR THIS AWARD AGREEMENT, SUCH FORFEITURE SHALL BE AUTOMATIC
AND SHALL NOT REQUIRE ANY FURTHER ACTION BY THE PARTICIPANT OR THE COMPANY.
(H)
NOTICES.
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
PARTICIPANT, TO THE ATTENTION OF THE PARTICIPANT AT THE MAILING ADDRESS SET
FORTH ON THE GRANT NOTICE (OR TO SUCH OTHER ADDRESS AS THE PARTICIPANT SHALL
HAVE SPECIFIED TO BUNGE IN WRITING) AND, IF TO BUNGE, TO IT AT ITS PRINCIPAL
OFFICES WHICH ARE CURRENTLY LOCATED AT