Bunge Limited Non-Employee Directors’ Compensation Description
This document outlines the compensation structure for non-employee directors of Bunge Limited. Non-employee directors receive an annual retainer of $100,000, with additional fees for serving as committee chairs or members, and for attending extra meetings. The non-executive chairman receives a supplemental annual retainer of $250,000, split between cash and restricted stock units. Directors are also eligible for annual and initial equity awards under the company’s 2007 Non-Employee Directors Equity Incentive Plan. The Compensation Committee determines the value and form of these equity awards.
Exhibit 10.43
BUNGE LIMITED BOARD OF DIRECTORS
DESCRIPTION OF NON-EMPLOYEE DIRECTORS COMPENSATION
Annual Retainer
· $100,000 per year.
Non-executive Chairman Supplemental Annual Retainer
· $250,000 per year, consisting of $100,000 in cash and $150,000 in time-based restricted stock units..
Committee Chairman Fees
· $20,000 per year for Audit Committee chair.
· $15,000 per year for each other committee chair.
Committee Member Fees
· $10,000 per year for Audit Committee membership.
· $0 per year for each other committee membership.
Meeting Fees
· If the Board of Directors meets more than 10 times per year, each non-employee director will receive a fee of $1,000 for each additional meeting attended.
· If a committee meets more than 10 times per year, each committee member will receive a fee of $1,000 for each additional meeting attended.
Equity Awards
· Pursuant to the 2007 Non-Employee Directors Equity Incentive Plan, an annual equity award will be granted to each continuing non-employee director as of the date of Bunges annual general meeting of the shareholders. The value and form of award are recommended by the Compensation Committee.
· Pursuant to the 2007 Non-Employee Directors Equity Incentive Plan, an equity award will be granted upon a new non-employee directors initial election or appointment to the Board of Directors. The award will include a pro rata portion of the awards made to the non-employee directors generally on the immediately preceding date of grant based on the number of days from the date of the directors initial appointment or election to the next annual general meeting.