Exhibit 10.27
AMENDED AND
RESTATED
BUNGE EXCESS BENEFIT
PLAN
Effective January 1,
2009
I.
Purpose of Plan
(a)
The purpose of this Plan is to
provide benefits for certain employees of Bunge North
America, Inc. (“Company”) and other Employers (as
defined in the Bunge U.S. Pension Plan, hereinafter the
“Pension Plan”) participating in the Pension Plan (each
a “Participating Employer” and collectively the
“Participating Employers”), whose funded benefits under
the Pension Plan are or will be limited pursuant to the provisions
of Section 415 of the Internal Revenue Code of 1986, as
amended (the “Code”). This Plan also will provide
benefits for a select group of management or highly compensated
employees whose funded benefits under the Pension Plan are or will
be limited by the provisions of Section 401(a)(17) of the
Code.
(b)
Other than the transition provisions
described in this section, no portion of the benefits accrued under
this Plan prior to January 1, 2005, shall be
“grandfathered” for purposes of Section 409A of
the Code. If a Participant commenced benefits under the Plan
prior to January 1, 2005, his or her benefits shall continue
to be distributed in accordance with the terms of the Plan in
effect as of December 31, 2004. If a Participant
commenced benefits under the Pension Plan in 2005, 2006, 2007, or
2008, benefits under this Plan shall commence on the same date that
benefits commence under the Pension Plan, subject to the six-month
delay described in Section III(c). If a Participant
terminates employment prior to January 1, 2009, but does not
elect to commence benefits under the Pension Plan prior to
January 1, 2009, his or her benefits under this Plan shall
commence in accordance with Section III(c).
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II.
Participation in the
Plan
Each participant in the Pension Plan
shall be eligible to participate in this Plan whenever the amount
of the benefit which would otherwise be payable to such participant
under the Pension Plan, as from time to time in effect, is reduced
by operation of the limitations imposed by Section 415 of the
Code or Section 401(a)(17) of the Code. For purposes of
determining whether a Participant’s benefit under the
Pension Plan is reduced by the limitations imposed by
Section 401(a)(17) of the Code, amounts deferred pursuant to a
salary deferral election by a Participant under a non-qualified
deferred compensation plan maintained by a Participating Employer
shall be included in the definition of compensation under the
Pension Plan. Notwithstanding the above, Alberto Weisser
shall no longer be a Participant in this Plan as of
December 31, 2008, shall forfeit any benefit he may have
accrued under this Plan as of such date and shall not become
eligible to participate in this Plan after December 31,
2008.
III.
Excess Benefit
Payable
(a)
Each Participant in the Pension Plan
who is a Participant under this Plan (and such Participant’s
spouse, if any, in the event of such Participant’s death
prior to the commencement of benefits under this Plan) shall be
paid a supplemental pension benefit equal to the amount by which
the benefit which would otherwise be payable to such Participant
(or such Participant’s surviving spouse) under the Pension
Plan is reduced by operation of the limitations imposed by
Section 415 of the Code and/or Section 401(a)(17) of the
Code. For purposes of calculating the amounts otherwise
payable to a Participant or a Participant’s surviving spouse
under the Pension Plan, amounts deferred pursuant to a salary
deferral election by a Participant under a non-qualified deferred
compensation plan maintained by a Participating Employer shall be
included in the definition of compensation under the Pension Plan
for the year in which such amounts would have been paid but for the
election to defer.
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(b)
A Participant shall be entitled to a
benefit under this Plan only if he or she is vested in his or her
benefit under the Pension Plan. A Year of Service for
purposes of calculating benefits under this Plan shall be the same
as for the Pension Plan, except if a Participant has otherwise been
granted service under an agreement with a Participating Employer
granting him or her additional service.
(c)
A Participating Employer shall pay
such supplemental pension benefit to a Participant as of the latest
of (1) January 1, 2009, (2) the first day of the
month following the Participant’s six month anniversary of
termination of employment or (3) the first day of the month
following the Participant’s 65 th birthday or, if he or she terminates
employment with at least ten years of service under the Pension
Plan, his or her 62 nd
birthday. Any
adjustments that would have applied under the Pension Plan if
benefits were being paid under the Pension Plan, such as actuarial
adjustments, shall apply to the benefit or benefits payable under
this Plan.
If payments that would have been
paid due to a Participant’s retirement under (3) above
are deferred for six months under (2) above, the first payment
of such Participant’s benefit shall be paid on the first day
of the month following the Participant’s six month
anniversary of termination of employment and shall include a lump
sum equal to the sum of the missed monthly payments since his or
her normal retirement date, plus interest at the “applicable
interest rate” prescribed by the Commissioner of Internal
Revenue for purposes of Code Section 417(e), as in
effect
