THE PARTICIPANT'S ACCOUNT UNDER THE DEFERRED COMPENSATION PLAN ON THE
VESTING DATE AND SHALL BE SUBJECT TO THE TERMS OF THE DEFERRED COMPENSATION
PLAN.
3.
Adjustments.
(A)
ADJUSTMENT TO NUMBER OF UNITS.
AN AWARD OF
PERFORMANCE-BASED RESTRICTED STOCK UNITS THAT HAS VESTED IN ACCORDANCE WITH
SECTION 2(A) ABOVE MAY BE ADJUSTED, IN THE SOLE DISCRETION OF THE COMMITTEE, SO
THAT THE TARGET NUMBER OF PERFORMANCE-BASED RESTRICTED STOCK UNITS, AS SET FORTH
ON THE GRANT NOTICE, REPRESENTS UP TO 20% FEWER PERFORMANCE-BASED RESTRICTED
STOCK UNITS.
THE COMMITTEE SHALL SPECIFY THE PROCEDURES APPLICABLE TO
IMPLEMENTING THE PROVISIONS OF THIS SECTION 3(A).
THE CONSENT OF THE
PARTICIPANT SHALL NOT BE REQUIRED FOR ANY ACTION TO BE TAKEN BY THE COMMITTEE
UNDER THIS SECTION 3(A).
(B)
ADJUSTMENT TO PERFORMANCE GOALS.
THE
COMMITTEE MAY ADJUST THE MANNER IN WHICH THE THRESHOLD, TARGET AND MAXIMUM
PERFORMANCE GOALS ARE DEFINED AS SET FORTH ABOVE IN SECTION 2 IF IT DETERMINES
THAT THE OCCURRENCE OF EXTERNAL CHANGES OR OTHER UNANTICIPATED BUSINESS
CONDITIONS HAVE MATERIALLY AFFECTED THE FAIRNESS OF THE GOALS AND HAVE UNDULY
INFLUENCED THE COMPANY'S ABILITY TO MEET THEM, INCLUDING WITHOUT LIMITATION,
EVENTS SUCH AS MATERIAL ACQUISITIONS, CHANGES IN THE CAPITAL STRUCTURE OF THE
COMPANY, AND EXTRAORDINARY ACCOUNTING CHANGES.
(C)
ADJUSTMENT TO CUMULATIVE EARNINGS PER
SHARE.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE CUMULATIVE EARNINGS
PER SHARE AMOUNTS REFLECTED IN THE VESTING TABLE ARE BASED ON ASSUMPTIONS
PERTINENT TO THE NUMBER OF SHARES ISSUED AND OUTSTANDING AS OF THE DATE OF
GRANT.
IF SUCH NUMBER OF SHARES HAS BEEN INCREASED OR DECREASED AT THE TIME OF
THE CALCULATION OF CUMULATIVE EARNINGS PER SHARE, THE COMMITTEE, IN ITS SOLE
DISCRETION, MAY EQUITABLY ADJUST THE CUMULATIVE EARNINGS PER SHARE AMOUNT
APPLICABLE TO EACH PERFORMANCE LEVEL.
ANY SUCH CALCULATION SHALL BE MADE BY THE
COMMITTEE IN GOOD FAITH AND SHALL BE FINAL AND BINDING ON THE COMPANY AND THE
PARTICIPANT.
4.
Termination of Employment.
(A)
TERMINATION OF EMPLOYMENT FOR CAUSE;
RESIGNATION FOR ANY REASON.
IN THE EVENT THAT THE PARTICIPANT'S EMPLOYMENT IS
TERMINATED BY THE COMPANY FOR CAUSE OR AS A CONSEQUENCE OF THE PARTICIPANT'S
RESIGNATION FOR ANY REASON, THE AWARD SHALL LAPSE AND BECOME VOID AS OF THE DATE
OF SUCH TERMINATION.
(B)
TERMINATION OF EMPLOYMENT FOR ANY OTHER
REASON.
IN THE EVENT THAT THE PARTICIPANT'S EMPLOYMENT TERMINATES FOR ANY
REASON, OTHER THAN BY THE COMPANY FOR CAUSE OR THE PARTICIPANT'S RESIGNATION FOR
ANY REASON, THE AWARD SHALL VEST ON A PRO RATA BASIS FROM THE DATE OF GRANT
UNTIL THE DATE OF THE PARTICIPANT'S TERMINATION OF EMPLOYMENT.
THE SETTLEMENT
OF THE VESTED PORTION OF THE AWARD SHALL BE BASED UPON THE ACHIEVEMENT OF THE
CUMULATIVE EARNINGS PER SHARE OF BUNGE MEASURED AS OF THE LAST DAY OF THE FISCAL
QUARTER IMMEDIATELY PRECEDING THE PARTICIPANT'S TERMINATION OF EMPLOYMENT.
THE
AWARD SHALL BE SETTLED IN ACCORDANCE WITH SECTION 2(C) AS SOON AS PRACTICABLE
FOLLOWING THE PARTICIPANT'S TERMINATION OF EMPLOYMENT, SUBJECT TO THE
RESTRICTIONS IMPOSED BY SECTION 409A OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, (THE "CODE") AND