24. SHARE-BASED COMPENSATION

For the years ended December 31, 2016, 2015 and 2014, Bunge recognized in additional paid-in capital approximately $44 million, $46 million and $49 million, respectively, of total compensation expense for awards classified as equity awards related to its stock option and restricted stock unit awards in additional paid-in capital.

In 2016, Bunge granted equity awards under the 2016 Equity Incentive Plan (the "2016 EIP") and 2009 Equity Incentive Plan (the "2009 EIP"), both shareholder approved plans. Under the 2016 EIP and 2009 EIP, the Compensation Committee of Bunge's Board of Directors may grant equity based awards to officers, employees, consultants and independent contractors in the form of stock options, restricted stock units (performance based or time-vested) or other equity based awards. The 2016 EIP replaced the 2009 EIP, under which, beginning May 26, 2016, no further awards may be granted. Shares issued under the Plan may consist, in whole or in part, of authorized and unissued Shares, treasury Shares or Shares reacquired by the Company in any manner, or a combination thereof.

(i) Stock Option Awards—Options to purchase Bunge Limited common shares are granted with an exercise price equal to the grant date fair market value of Bunge common stock, vest over service periods that generally range from one to three years, and expire 10 years from the date of grant. Vesting may be accelerated in certain circumstances as provided in the plans or associated Award Agreements. Grant date fair value is recognized as compensation expense on a straight-line basis for option grants beginning in 2006 and for options granted prior to 2006, compensation expense is recognized on an accelerated basis over the vesting period of each grant.

(ii) Restricted Stock Units—Restricted stock units ("RSUs") give recipients the right to receive shares of Bunge common stock upon the lapse of related restrictions determined by the Compensation Committee. Restrictions on RSUs may be based on continued service by the recipient through the designated term and/or based on the achievement of certain performance targets. These targets may be financial or market-based, and the number of units actually earned varies based on the level of achievement of predefined goals. Compensation expense in recognized on a straight-line bases over the vesting period for restricted stock units. RSUs vest in various increments and at various dates, generally over periods ranging from one to three years. Vesting may be accelerated under certain circumstances as defined in the plans or associated Award Agreements. RSUs are generally settled in shares of Bunge common stock upon satisfaction of the applicable vesting terms. Where share settlement may be prohibited under local law, RSUs are settled in cash. At the time of settlement, a participant holding a vested restricted stock unit will also be entitled to receive corresponding accrued dividend equivalent share payments.

Bunge has also established the Bunge Limited 2007 Non-Employee Directors' Equity Incentive Plan (the "2007 Directors' Plan"), a shareholder approved plan. Under the 2007 Directors' Plan, the Compensation Committee may grant equity based awards to non-employee directors of Bunge Limited. Awards may consist of restricted stock, restricted stock units, deferred restricted stock units and non-statutory stock options. The 2007 Directors' Plan replaced the Non-Employee Directors Equity Incentive Plan, under which no further awards may be granted.

(i) Stock Option Awards—Options to purchase Bunge Limited common shares were historically granted with an exercise price equal to the grant date fair market value of Bunge Limited common stock. Options were set to expire ten years after the date of grant and generally vested and became exercisable on the third anniversary of the grant date. Bunge no longer makes grants of options under the 2007 Directors' Plan and there are no longer any options outstanding under the plan.

(ii) Restricted Stock Units—Restricted stock units granted to non-employee directors generally vest on the first anniversary of the grant date, provided the director continues to serve on the Board until such date, and are settled in Bunge Limited common stock. RSUs granted as part of our Chairman's supplemental annual retainer have historically vested on December 31 of the year of grant. At the time of settlement, a participant holding a vested restricted stock unit or deferred restricted stock unit is also entitled to receive corresponding accrued dividend equivalent share payments.

The fair value of each stock option granted under any of Bunge's equity incentive plans is estimated on the grant date using the Black Scholes Merton option pricing model. Assumptions for the prior three years are noted in the following table. The expected volatility of Bunge's common shares is a weighted average of historical volatility calculated using the daily closing price of Bunge's shares up to the grant date and implied volatilities on open option contracts on Bunge's stock as of the grant date. Bunge uses historical employee exercise behavior for valuation purposes. The expected option term of granted options represents the period of time that the granted options are expected to be outstanding based on historical experience and giving consideration for the contractual terms, vesting periods and expectations of future employee behavior. The risk-free interest rate is based on U.S. Treasury zero-coupon bonds with a term equal to the expected option term of the respective grants and grant dates.

	December 31,
Assumptions:	2016			2015			2014
Expected option term (in years)		5.67			5.87			6.02
Expected dividend yield		3.04	%		1.67	%		1.51	%
Expected volatility		26.06	%		27.47	%		40.91	%
Risk-free interest rate		1.41	%		1.73	%		1.84	%

A summary of option activity under the plans for the year ended December 31, 2016 is presented below:

Options	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2016		4,795,671		$	75.64
Granted		1,586,400		$	50.18
Exercised		(78,189	)	$	57.77
Forfeited or expired		(354,063	)	$	72.30

Outstanding at December 31, 2016		5,949,819		$	69.35		6.26	$	45


Exercisable at December 31, 2016		3,635,613		$	75.19		4.67	$	10

The weighted-average grant date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 was $8.86, $19.36 and $28.25, respectively. The total intrinsic value of options exercised during the years ended December 31, 2016, 2015 and 2014 was approximately $1 million, $11 million and $34 million, respectively. The excess tax benefit classified as a financing cash flow was not significant for any of the periods presented.

At December 31, 2016, $17 million of total unrecognized compensation cost related to non-vested stock options granted under the equity incentive plan is expected to be recognized over the next two years.

A summary of activity under Bunge's restricted stock unit plans for the year ended December 31, 2016 is presented below.

Restricted Stock Units	Shares			Weighted-Average Grant-Date Fair Value
Restricted stock units at January 1, 2016		1,160,628		$	79.16
Granted		866,790			51.42
Vested/issued(2)		(317,586	)		75.43
Forfeited/cancelled(2)		(165,567	)		75.43

Restricted stock units at December 31, 2016(1)		1,544,265		$	64.85


(1)	Includes accrued unvested dividends, which are payable in Bunge's common shares upon vesting of underlying restricted stock units.
(2)	During the year ended December 31, 2016, Bunge issued 235,204 common shares, net of common shares withheld to cover taxes, including related common shares representing accrued dividends, with a weighted-average fair value of $57.91 per share. During the year ended December 31, 2016, 82,520 performance-based restricted stock units vested. During the year ended December 31, 2016, Bunge canceled approximately 135,948 shares related to performance-based restricted stock unit awards that did not vest due to non-achievement of performance targets and performance-based restricted stock unit awards that were withheld to cover payment of employee related taxes.

The fair value of RSU and performance-based awards is determined based on the market value of the Company's shares on the grant date. The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2016, 2015 and 2014 was $51.42, $81.97 and $79.26, respectively.

At December 31, 2016, there was approximately $42 million of total unrecognized compensation cost related to restricted stock units share-based compensation arrangements under the equity incentive plans, which is expected to be recognized over the next two years. The total fair value of restricted stock units vested during the year ended December 31, 2016 was approximately $18 million.

Common Shares Reserved for Share-Based Awards—The 2007 Directors' Plan, the 2009 EIP and the 2016 EIP provide that 600,000, 10,000,000 and 5,800,000 common shares, respectively, are to be reserved for grants of stock options, restricted stock units and other awards under the plans. At December 31, 2016, 113,732 and 5,766,487 common shares were available for future grants under the 2007 Directors' Plan and the 2016 EIP, respectively. Upon approval of the 2016 EIP, no shares were available for future grant under the 2009 EIP.