Exhibit 10.15
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (this “ Agreement ”), amended as of
December 31, 2008 between BUNGE LIMITED, a Bermuda company
(the “ Company ”), and JOAO FERNANDO KFOURI (the
“ Executive ”).
WHEREAS, the Executive currently
serves as Managing Director of the Food Products Division of the
Company and the parties hereto desire to continue their
relationship on the terms set forth in this Agreement;
WHEREAS, the Executive is party to
an Employment Agreement, dated as of July 1, 2005 (the “
2005 Employment Agreement ”), with the Company, and
the parties desire to amend the 2005 Employment Agreement to comply
with Section 409A of the Internal Revenue Code of 1986, as
amended, and the rules, regulations and guidance thereunder (the
“ Section 409A ”); and
WHEREAS, the Executive is party to
an agreement with the Company, dated May 10, 2001 (amended as
of August 9, 2004) (the “ Prior Agreement
”) that is superseded in its entirety by the 2005 Employment
Agreement.
NOW, THEREFORE, in consideration of
the covenants and agreements set forth below, the parties hereto
agree as follows:
1.
EFFECTIVENESS OF AGREEMENT
1.1
General . This Agreement is effective as of the date
hereof (the “ Effective Date ”).
2.
EMPLOYMENT AND DUTIES
2.1
General . The Company hereby agrees to continue to
employ the Executive, and the Executive agrees to serve, as
Managing Director of the Food Products Division of the Company upon
the terms and conditions herein contained, including without
limitation, the Executive’s extensive international business
travel as part as of his global responsibilities. The
Executive shall perform such other duties and services for the
Company commensurate with the Executive’s position, as may be
designated from time to time by the Board of Directors of the
Company (the “ Board ”). The Executive
agrees to serve the Company faithfully and to the best of his
ability under the direction of the Board.
2.2
Services.
2.2.1
Services . Except during vacation periods and periods
of absence due to sickness, personal injury or other disability,
the Executive shall devote all of his business time and attention
during the Employment Term (as defined below) to the services
required of him hereunder. During the Employment Term, the
Executive shall use his best efforts to promote the interests of
the Company and, as determined by the Company, its Subsidiaries (as
defined below) (such Subsidiaries, together with the Company, the
“ Bunge Group ”). Notwithstanding the
foregoing, subject to Article 6, the devotion of reasonable
periods of time by Executive to serving as a member of Dream Brand
Import, LLC shall not be deemed to be a breach of this Agreement,
provided that such activities do not interfere with the services
required to be rendered on behalf of the Bunge Group. For
purposes of this Agreement, “ Subsidiary ” shall
mean (a) a corporation or other entity with respect to which
the Company, directly or indirectly, has the power, whether through
the ownership of voting securities, by contract or otherwise, to
elect at least a majority of the members of such
corporation’s board of directors or analogous governing body
or (b) any other corporation or other entity in which the
Company, directly or indirectly, has an equity or similar
interest.
2.3
Term of Employment . The Executive’s employment
under this Agreement shall commence as of the Effective Date and
shall continue in effect until the termination of the
Executive’s employment
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pursuant to Section 5 of this Agreement
(such period of employment shall hereinafter be referred to as the
“ Employment Term ”).
3.
COMPENSATION
3.1
Base Salary . During the Employment Term, the
Executive shall be entitled to receive a base salary (“
Base Salary ”) at a rate of U.S. $540,000 per
annum, payable in arrears in substantially equal installments in
accordance with the Company’s payroll practices, as in effect
from time to time. Any adjustments in Base Salary shall be
made by the Compensation Committee of the Board (the “
Compensation Committee ”) in its sole
discretion.
3.2
Annual Incentive Bonus . During the Employment Term,
the Executive shall be entitled to participate in the
Company’s Annual Incentive Plan (the “ AIP
”), under which the Executive shall have an annual bonus
target of no less than 66 percent (66%) of his Base Salary.
Actual bonus amounts paid to the Executive shall be subject to the
satisfaction of applicable performance criteria in accordance with
the terms of the AIP.
3.3
Long-Term Equity Incentive . During the Employment
Term, the Executive shall be entitled to participate in the Bunge
Limited Equity Incentive Plan, as amended from time to time (such
plan, together with any successor or replacement plan(s), shall
hereinafter be referred to as the “ Bunge Equity Plan
”). The terms and conditions of the Executive’s
equity awards pursuant to the Bunge Equity Plan shall be determined
in accordance with the terms of the Bunge Equity Plan and the
relevant award agreements.
3.4
Reimbursement of Business Expenses . The Company shall
reimburse the Executive for reasonable travel and other business
expenses incurred by him during the Employment Term in the
fulfillment of his duties hereunder, upon presentation by the
Executive of an itemized account of such expenditures, in
accordance with Company business expense and reimbursement
practices, but in no event shall the Company reimburse the
Executive later than the last day of the calendar year following
the calendar year in which the related expense was incurred, and no
such reimbursement during any calendar year shall affect the
amounts eligible for reimbursement in any other calendar
year.
4.
EMPLOYEE BENEFITS
4.1
General . Except as otherwise provided in this
Agreement, during the Employment Term, the Executive shall not be
included and shall not be eligible to participate in any employee
benefit plans, programs or arrangements (including, without
limitation, any plans, programs or arrangements (including, without
limitation, any plans, programs or arrangements providing
retirement benefits, profit sharing, disability benefits, or health
and life insurance) established by the Company for its
employees.
4.2
Vacation . During the Employment Term, the Executive
shall be eligible for 20 calendar days of paid vacation each
calendar year. If the Executive’s employment terminates
for any reason, the Executive shall only be paid for unused
vacation that accrued during the calendar year in which his Date of
Termination (as defined below) occurs.
4.3
Director and Officer Indemnification Coverage . The
Company shall furnish the Executive with coverage by the
Company’s customary director and officer indemnification
arrangements, subject to applicable law.
5.
TERMINATION OF EMPLOYMENT
5.1
Termination of Employment for Any Reason; Resignation for Any
Reason.
5.1.1
General . If, prior to the expiration of the
Employment Term, the Executive’s employment with the Company
is terminated by the Company for any reason or the Executive
resigns from his
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employment hereunder for any reason, the
Executive shall be entitled only to payment of his accrued but
unpaid Base Salary as is then in effect through and including the
Date of Termination. Subject to Sections 4.2 and 4.3,
the Executive shall have no further right to receive any other
compensation or benefits after such termination of or resignation
from employment, except as determined in accordance with the terms
of the Company’s equity plans and related award agreements
and benefit plans and programs.
5.1.2
Date of Termination . For purposes of this Agreement,
“ Date of Termination ” shall mean (a) with
respect to the termination of the Executive’s employment for
Cause, the date specified in a written notice of termination from
the Company to the Executive; (b) with respect to the
termination of the Executive’s employment for any reason
other than for Cause, the date specified in a written n
