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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 8, 2005
BUNGE LIMITED
(Exact name of Registrant as specified in its charter)
Bermuda 001-16625 98-0231912
(State or other jurisdiction) (Commission file number) (I.R.S. employer
of incorporation) identification no.)
50 Main Street
White Plains, New York 10606
(Address of principal executive offices) (Zip Code)
(914) 684-2800
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4c))
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Item 1.01 Entry into a Material Definitive Agreement.
1. Restricted Stock Units Award
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On July 1, 2005, the compensation committee of the Board of Directors
of Bunge Limited ("Bunge") granted a one-time award of 30,000 time-vested
restricted stock units (the "Award") to Mr. Archibald Gwathmey in recognition of
his efforts in connection with the founding and success of Bunge's international
marketing business.
The Award will generally vest in four equal installments on each of
July 1, 2006, 2007, 2008 and 2009; provided that the Award will become fully
vested immediately upon Mr. Gwathmey's termination of employment with Bunge due
to his retirement, permanent disability or death. Mr. Gwathmey will forfeit the
entire Award if at any time during the vesting period he resigns from employment
with Bunge or is terminated by Bunge for cause.
A form of restricted stock unit award agreement is attached hereto as
Exhibit 10.1.
2. Joao Fernando Kfouri Employment Agreement
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On July 6, 2005, Bunge and Joao Fernando Kfouri entered into an
employment agreement (the "Agreement") under which Mr. Kfouri will continue to
serve as Bunge's Managing Director of the Food Products Division. Effective as
of July 1, 2005, the Agreement supercedes the prior agreement between Bunge and
Mr. Kfouri, dated May 10, 2001 (amended as of August 9, 2004) (the "Prior
Agreement"). The Agreement will continue in effect until otherwise terminated by
either Bunge or Mr. Kfouri upon 60 days' prior written notice to the other
party; provided, however, that if Mr. Kfouri is terminated for Cause (as defined
in the Agreement), the Company may terminate the Agreement without any prior
written notice.
The Agreement provides that Mr. Kfouri will receive a minimum annual
base salary of $540,000 and he will be eligible to receive an annual target
bonus amount of sixty six percent (66%) of his annual base salary, subject to
the satisfaction of applicable performance criteria in accordance with the terms
of the Bunge Limited Annual Incentive Plan. Mr. Kfouri will also be entitled to
participate in Bunge's Equity Incentive Plan. In addition, Bunge will provide
him with a furnished apartment in Manhattan, New York at a total cost not to
exceed U.S. $6,000 per month in lieu of his participation in any other Bunge
employee benefit plans (provided that Mr. Kfouri will receive four weeks of paid
vacation). Mr. Kfouri will be reimbursed for reasonable travel or business
expenses incurred by him during his employment with Bunge.
Upon Mr. Kfouri's termination of employment with Bunge for any reason,
he will be entitled only to payment of his accrued but unpaid annual base salary
and accrued but unused vacation through and including the date of his
termination of employment. Mr. Kfouri will not receive any other compensation or
benefits following his termination of employment, except that he will continue
to participate in Bunge's director and officer indemnification arrangements to
the extent applicable.
The Agreement contains a confidentiality restrictive covenant of
indefinite duration and a non-solicitation of customers and employees
restrictive covenant that extends for twelve months following the termination of
Mr. Kfouri's employment with Bunge.
A copy of the Agreement is attached hereto as Exhibit 10.2.
Item 1.02 Termination of a Material Agreement
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Pursuant to the terms of the Agreement as described under Item 1.01
above, the Agreement will supercede and effectively terminate the Prior
Agreement effective as of July 1, 2005. A description of the Prior Agreement
is contained in Bunge's definitive proxy statement for its 2005 annual general
meeting of shareholders, as filed with the Securities and Exchange Commission on
April 15, 2005, which description is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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(a) None
(b) None
(c) Exhibits
Exhibit No. Description
10.1 Form of Restricted Stock Unit Award Agreement.
10.2 Employment Agreement between Joao Fernando Kfouri and
Bunge Limited, effective as of July 1, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: July 8, 2005.
Bunge Limited
(Registrant)
By: /s/ CARLA L. HEISS
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Name: Carla L. Heiss
Title: Assistant General Counsel