Exhibit 10.22
Bunge Limited
2007 Non-Employee Directors
Equity Incentive Plan
Deferred Restricted Stock Unit
Award Agreement
AGREEMENT made as
of the
day of
(the “ Grant Date
”), between Bunge Limited, a company incorporated under the
laws of Bermuda (“ Bunge ”), and «Name»
(the “ Director
”). This Agreement is subject to the provisions of the
Bunge Limited 2007 Non-Employee Directors Equity Incentive Plan
(the “ Plan ”),
a copy of which is furnished to the Director with this
Agreement. Capitalized terms appearing herein and not
otherwise defined shall have the meanings ascribed to them in the
Plan.
For valuable
consideration, receipt of which is acknowledged, the parties hereto
agree as follows:
1.
Number of Deferred Restricted Stock Units Granted
.
Bunge hereby
grants the Director, subject to the terms and conditions set forth
in this Agreement and in the Plan, an award of
Deferred Restricted Stock Units (the “ Units ”), representing the right
to receive Shares of Bunge’s Common Stock. The Units
shall be subject to the terms and conditions set forth in the Plan
and this Agreement, including, without, limitation, the
restrictions on transfer set forth in Section 5 of this
Agreement.
2.
Vesting
.
(a)
Vesting Schedule . Subject to earlier forfeiture or acceleration
of vesting as set forth in the Plan and this Agreement, the Units
shall fully vest and become non-forfeitable (becoming “
Vested Units ”) on
the first anniversary of the Grant Date.
(b)
Change in Control . Unless otherwise determined by the
Committee in its discretion, the Units shall become Vested Units
(to the extent not already vested) immediately prior to the
consummation of a Change in Control transaction.
3.
Termination of Service .
Unless otherwise
determined by the Committee in its discretion, in the event that
the Director’s service on the Board terminates by reason of
Retirement, death or Permanent Disability or by reason of failure
by the shareholders of Bunge to reelect the Director after he or
she was nominated for re-election to the Board, the Units shall
become Vested Units (to the extent not already vested) immediately
upon such termination. Unless otherwise determined by the
Committee in its discretion, if the Director’s service on the
Board terminates for any other reason, any Unit that is not vested
at the time of such termination shall be forfeited and cancelled
without any payment.
1
4.
Dividend Equivalent Rights .
The Director shall
receive Dividend Equivalents on his or her Units if Bunge pays a
regular cash dividend with respect to the Common Stock with a
record date occurring prior to the settlement of such Units.
The Director’s account under the Plan will be credited with
additional Units based on the value of the Dividend Equivalents
received by the Director. Any such additional Units shall be
considered Units under this Agreement and shall also be credited
with additional Units as regular cash dividends, if any, are
declared, and shall be subject to the same terms and conditions as
the Units with respect to which they were credited. Any
fractional Dividend Equivalents shall be settled in cash, based on
the Fair Market Value of a Share on the date of payment.
Payment of Dividend Equivalents that have been credited to the
Director’s account will not be made with respect to any Units
that are forfeited or cancelled under the terms of the Plan or this
Agreement.
5.
Shareholder Rights; Restrictions on Transfer
.
The Director shall
not have any rights as a shareholder with respect to the Shares
underlying any Unit until such Shares have been issued and
delivered to the Director in such manner as Bunge, in its
discretion, shall deem appropriate. The Director shall not,
whether voluntarily or involuntarily, sell, assign, transfer,
pledge, hypothecate or otherwise dispose of, by operation of law or
otherwise, (collectively “transfer”) any Units, or any
interest therein, except as provided in the Plan. Any
transfer of the Units made, or any attachment, execution,
garnishment, or lien is
