this Award Agreement shall be deemed to create in any
way whatsoever any obligation on the part of the Participant to continue in the
employ of the Company, or of the Company to continue the Participant's
employment.
In addition, nothing in this Award Agreement shall obligate the
Company or shareholders, the Board, officers or employees of Bunge or any other
entity constituting the Company to continue any relationship that the
Participant might have as a director, advisor, employee or consultant for the
Company.
(c)
Withholding Obligations.
The Company shall
be entitled to require the Participant, prior to delivery of any Shares, to
remit to the Company an amount sufficient to satisfy any U.S. federal, state,
local and/or foreign income tax, social tax or other applicable payroll tax
withholding requirements.
The Company may, in its sole discretion, permit the
Participant, after the delivery of Shares to the Participant, to satisfy U.S.
federal, state, local and/or foreign income tax, social tax or other applicable
payroll taxes by directing the Company to repurchase Shares that were issued to
such Participant in accordance with all applicable laws and pursuant to any such
rules as the Committee may establish from time to time.
(d)
Restrictive Covenants; Cooperation
Obligations.
(I)
CONFIDENTIALITY.
THE PARTICIPANT
UNDERSTANDS AND ACKNOWLEDGES THAT IN THE COURSE OF HIS OR HER EMPLOYMENT, THE
PARTICIPANT SHALL HAVE ACCESS TO AND SHALL LEARN INFORMATION PROPRIETARY TO
BUNGE, ITS PARENT COMPANIES AND SUBSIDIARIES (INDIVIDUALLY AND AS A GROUP, THE
"BUNGE GROUP") THAT CONCERNS THE TECHNOLOGICAL INNOVATIONS, OPERATION AND
METHODOLOGY OF THE BUNGE GROUP, INCLUDING, WITHOUT LIMITATION, BUSINESS PLANS,
FINANCIAL INFORMATION, PROTOCOLS, PROPOSALS, MANUALS, CLINICAL PROCEDURES AND
GUIDELINES, SCIENTIFIC DATA, COMPUTER SOURCE CODES, PROGRAMS, SOFTWARE, KNOW-HOW
AND SPECIFICATIONS, COPYRIGHTS, TRADE SECRETS, MARKET INFORMATION, DEVELOPMENTS
(AS HEREINAFTER DEFINED), DATA AND CUSTOMER INFORMATION (COLLECTIVELY,
"PROPRIETARY INFORMATION"). "DEVELOPMENTS" SHALL MEAN ALL DATA, DISCOVERIES,
FINDINGS, REPORTS, DESIGNS, INVENTIONS, IMPROVEMENTS, METHODS, PRACTICES,
TECHNIQUES, DEVELOPMENTS, PROGRAMS, CONCEPTS AND IDEAS, WHETHER OR NOT
PATENTABLE, RELATING TO THE PRESENT OR PLANNED ACTIVITIES, OR THE PRODUCTS AND
SERVICES OF THE BUNGE GROUP.
THE PARTICIPANT HEREBY AGREES THAT DURING THE
PERIOD BEGINNING ON THE DATE OF GRANT AND CONTINUING IN PERPETUITY THEREAFTER,
THE PARTICIPANT SHALL KEEP CONFIDENTIAL AND SHALL NOT DISCLOSE ANY SUCH
PROPRIETARY INFORMATION TO ANY THIRD PARTY, EXCEPT AS REQUIRED TO FULFILL HIS OR
HER DUTIES IN CONNECTION WITH EMPLOYMENT BY THE BUNGE 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