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.
(I)
WAIVER.
THE WAIVER BY EITHER PARTY OF
COMPLIANCE WITH ANY PROVISION OF THIS AWARD AGREEMENT BY THE OTHER PARTY SHALL
NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY OTHER PROVISION OF THIS AWARD
AGREEMENT, OR OF ANY SUBSEQUENT BREACH OF SUCH PARTY OF A PROVISION OF THIS
AWARD AGREEMENT.
(J)
COMMITTEE DECISIONS FINAL.
ANY DISPUTE
OR DISAGREEMENT THAT ARISES UNDER, OR AS A RESULT OF, OR PURSUANT TO, OR IN
CONNECTION WITH, THE INTERPRETATION OR CONSTRUCTION OF THE TERMS OF THIS AWARD
AGREEMENT OR THE AWARD GRANTED HEREUNDER SHALL BE DETERMINED BY THE COMMITTEE.
ANY INTERPRETATION BY THE COMMITTEE OF THE TERMS OF THE AWARD SHALL BE FINAL AND
BINDING ON ALL PERSONS AFFECTED THEREBY.
(K)
AMENDMENTS.
THE COMMITTEE SHALL HAVE THE
POWER TO ALTER OR AMEND THE TERMS OF THIS AWARD AGREEMENT AS SET FORTH HEREIN
FROM TIME TO TIME, IN ANY MANNER CONSISTENT WITH THE PROVISIONS OF SECTION 14 OF
THE PLAN, AND ANY ALTERATION OR AMENDMENT OF THE TERMS OF THE AWARD BY THE
COMMITTEE SHALL, UPON ADOPTION, BECOME AND BE BINDING ON ALL PERSONS AFFECTED
THEREBY WITHOUT REQUIREMENT FOR CONSENT OR OTHER ACTION WITH RESPECT THERETO BY
ANY SUCH PERSON; PROVIDED, HOWEVER, THAT, EXCEPT AS CONTEMPLATED BY SECTION 14
OF THE PLAN AND SECTION 3 HEREOF, NO SUCH ALTERATION OR AMENDMENT MAY, WITHOUT
THE CONSENT OF THE PARTICIPANT, ADVERSELY AFFECT THE RIGHTS OF THE PARTICIPANT
UNDER THIS AWARD.
THE COMMITTEE SHALL GIVE WRITTEN NOTICE TO THE PARTICIPANT OF
ANY SUCH ALTERATION OR AMENDMENT AS PROMPTLY AS PRACTICABLE AFTER THE ADOPTION
THEREOF.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, THE BOARD SHALL
HAVE THE BROAD AUTHORITY TO AMEND THIS AWARD TO TAKE INTO ACCOUNT CHANGES IN
APPLICABLE TAX LAWS, SECURITIES LAWS, ACCOUNTING RULES AND OTHER APPLICABLE
STATE AND FEDERAL LAWS, INCLUDING WITHOUT LIMITATION, ANY AMENDMENTS MADE
PURSUANT TO SECTION 409A OF THE CODE AND ANY REGULATIONS, RULINGS AND OTHER
REGULATORY GUIDANCE ISSUED THEREUNDER.
(L)
ENTIRE AGREEMENT; HEADINGS.
THIS AWARD
AGREEMENT AND THE OTHER RELATED DOCUMENTS EXPRESSLY REFERRED TO HEREIN SET FORTH
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES HERETO.
THE HEADINGS
OF SECTIONS AND SUBSECTIONS HEREIN ARE INCLUDED SOLELY FOR CONVENIENCE OF
REFERENCE AND SHALL NOT AFFECT THE MEANING OF ANY OF THE PROVISIONS OF THIS
AWARD AGREEMENT.
(M)
COUNTERPARTS.
THE GRANT NOTICE TO THIS AWARD
AGREEMENT MAY BE EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE
DEEMED TO BE AN ORIGINAL BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE
SAME INSTRUMENT.
(N)
MARKET STANDOFF AGREEMENT.
THE PARTICIPANT,
IF REQUESTED BY BUNGE AND