exv10w2










Exhibit 10.2



Archer-Daniels-Midland Company




2009 Incentive Compensation Plan



Restricted Stock Award Agreement




     This Restricted Stock Award Agreement (the “Agreement”), is made and entered into as of
November 1, 2010, (the “Date of Grant”), by and between Archer-Daniels-Midland Company, a Delaware
corporation (the “Company”), and John D. Rice, an employee of the Company (the “Grantee”). This
Agreement is pursuant to the terms of the Company’s 2009 Incentive Compensation Plan (the “Plan”).
The applicable terms of the Plan are incorporated herein by reference, including the definition of
capitalized terms contained in the Plan.



     NOW, THEREFORE, in consideration of the premises, the covenants contained herein, and other
good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree
as follows:



          Section 1. Restricted Stock Award. The Company hereby grants to the Grantee,
on the terms and conditions hereinafter set forth, an Award with respect to 70,028 shares of the
Company’s common stock under the Plan (the “Restricted Shares”). The Grantee’s rights with respect
to the Restricted Shares shall remain forfeitable by the Grantee until satisfaction of the vesting
conditions set forth in Section 3 hereof.




          Section 2. Rights of Grantee. Except as otherwise provided in this Agreement,
the Grantee shall be entitled, at all times on and after the Date of Grant, to exercise all rights
of a shareholder with respect to the Restricted Shares (whether or not the restrictions thereon
shall have lapsed), including the right to vote the Restricted Shares and the right to receive cash
dividends thereon (subject to applicable tax withholding). Notwithstanding the foregoing, prior to
the expiration of the Period of Restriction, the Grantee shall not be entitled to transfer, sell,
pledge, alienate, hypothecate or assign the Restricted Shares. All rights with respect to the
Restricted Shares shall be available only to the Grantee during his lifetime, and thereafter to the
Grantee’s estate.




          Section 3. Vesting and Lapse of Restrictions. Subject to the provisions of
Sections 6 and 7 hereof, the restrictions on the Restricted Shares shall lapse and the Restricted
Shares granted hereunder shall vest in (2) equal installments on November 1, 2012 and November 1,
2013 (the period from the Date of Grant until the applicable vesting date shall be referred to as a
“Period of Restriction”). Notwithstanding the foregoing provisions of this Section 3 or Section 6,
but subject to Section 7 hereof, the restrictions on the Restricted Shares shall lapse and the
Restricted Shares granted hereunder shall vest upon the occurrence of a Change in Control of the
Company (as defined in Appendix A hereto).




          Section 4. Escrow and Delivery of Shares. Certificates representing the
Restricted Shares shall be issued and held by the Company in escrow and shall remain in the custody
of the Company until their delivery to the Grantee or his or her estate as set forth in
Section 6 hereof, subject to the Grantee’s delivery of any documents which the Company in its
discretion may require as a condition to the issuance of shares and the delivery of shares to the





 









 







Grantee or his estate. While the certificates representing the Restricted Shares are held by the
Company, and if so requested by the Company, the Grantee will provide to the Company assignments
separate from such certificates, in blank, signed by the Grantee to be held by the Company during
the Period of Restriction. Certificates representing the Restricted Shares shall be delivered to
the Grantee as soon as practicable following the expiration of the Period of Restriction, provided
that the Grantee has satisfied any applicable Withholding Taxes in accordance with Section 8
hereof. Any Shares evidenced by the certificates delivered to the Grantee pursuant to the
preceding sentence shall be free of any contractual restrictions on transferability after the last
day of the Period of Restriction, subject to compliance with all federal and state securities laws.




          Section 5. Stock Certificate Legend. Each stock certificate shall bear a
legend in substantially the following form: “This Certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture, restrictions against transfer
and rights of repurchase, if applicable) contained in the Restricted Stock Award Agreement (the
“Agreement”) between the registered owner of the shares represented hereby and the Company.
Release from such terms and conditions shall be made only in accordance with the provisions of the
Agreement, a copy of which is on file in the office of the Company’s Secretary.” As soon as
practicable following the expiration of the Period of Restriction, the Company shall issue new
certificates that shall not bear the foregoing legend, which certificates shall be delivered in
accordance with Section 4 hereof.




          Section 6. Effect of Termination of Service. If the Grantee’s service as an
Employee ends for any reason prior to the end of a Period of Restriction, the Grantee shall forfeit
the unvested Restricted Shares, which shall be returned to the treasury of the Company; provided
that in the event such termination of service is (i) by the Company without “cause”, by Grantee not
less than six (6) months following a change in the person holding the position of Chief Executive
Officer of the Company, or a result of Grantee’s Disability then the Restricted Shares shall not be
forfeited and shall, subject to the forfeiture provisions of Section 7 hereof, continue to vest in
accordance with the terms of this Agreement, and (ii) a result of Grantee’s death then any
applicable restrictions upon unvested Restricted Shares shall lapse and the Company shall deliver
to the Grantee or his estate certificates in respect of the Restricted Shares pursuant to Section 4
hereof.




          Section 7. Forfeiture Conditions. Notwithstanding the foregoing, in the event
of termination of service for “cause” (as defined below), the breach of the non-competition or
non-solicitation provisions as set forth in Sections 10 and 11, respectively, the breach of any
confidentiality restrictions applicable to the Grantee, or the Grantee’s participation in an
activity that is deemed by the Company to be detrimental to the Company (i) the Grantee’s right to
receive an issuance of Restricted Stock shall immediately terminate; (ii) any unvested Restricted
Shares held by the Grantee shall be forfeited; and (iii) if the Restricted Shares have been issued
upon the expiration of a Period of Restriction, in whole or in part, then either (A) the Shares so
issued shall be forfeited and returned to the Company, or (B) the Grantee will be required to pay
to the Company in cash an amount equal to the Fair Market Value of such Shares as of the
expiration of the Period of Restriction.






2









 








          For purposes hereof, “cause” shall have the meaning specified in such Grantee’s employment
agreement with the Company, or, in the case of a Grantee who is not employed pursuant to an
employment agreement, “cause” shall mean any of the following acts by the Grantee: (i)
embezzlement or misappropriation of corporate funds, (ii) any acts resulting in a conviction for,
or plea of guilty or nolo contendere to, a charge of commission of a felony, (iii)
misconduct resulting in injury to the Company or any subsidiary, (iv) activities harmful to the
reputation of the Company or any subsidiary, (v) a violation of Company or subsidiary operating
guidelines or policies, (vi) willful refusal to perform, or substantial disregard of, the duties
properly assigned to the Grantee, or (vi) a violation of any contractual, statutory or common law
duty of loyalty to the Company or any subsidiary.




          Section 8. Withholding of Taxes. The Grantee may make an election under
Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to the
grant of Restricted Shares by promptly filing a copy of such election with the Company. If the
Grantee makes such an election, the grant of Restricted Shares shall be conditioned upon the prompt
payment by the Grantee to the Company of an amount equal to the applicable federal, state and local
income taxes and other amounts required by law to be withheld (the “Withholding Taxes”) in
connection with such election. If the Grantee does not make an election under Section 83(b) of the
Code with respect to the grant of Restricted Shares, the Grantee shall pay to the Company any
required Withholding Taxes upon the lapse of all restrictions and expiration of the Period of
Restriction, and the delivery of the Restricted Shares and any unpaid dividends thereon pursuant to
Section 4 shall be conditioned upon the prior payment of the applicable Withholding Taxes by the
Grantee.




          Section 9. Securities Law Compliance. No Restricted Shares shall be delivered
upon the lapse of any restrictions applicable thereto unless and until the Company and/or the
Grantee shall have complied with all applicable federal or state registration, listing and/or
qualification requirements and all other requirements of law or of any regulatory agencies having
jurisdiction, unless the Committee has received evidence satisfactory to it that a prospective
Grantee may acquire such shares pursuant to an exemption from registration under the applicable
securities laws. Any determination in this connection by the Committee shall be final, binding,
and conclusive. The Company reserves the right to legend any certificate for Restricted Shares,
conditioning sales of such Shares upon compliance with applicable federal and state securities laws
and regulations




          Section 10. Non-Competition. Without the prior written consent of the
Company, which consent must be signed by the Chief Executive Officer, during Grantee’s employment
with the Company, and for a period of five (5) years from the date of this Agreement or two (2)
years commencing on the termination of Grantee’s employment with the Company, whichever is earlier
to expire, Grantee shall not take any employment with, serve as director, officer, consultant,
advisor, agent, or in any other capacity whatsoever, directly or indirectly, with (i) Cargill,
Inc.; Bunge Ltd.; Corn Products International; Tate & Lyle PLC; Louis Dreyfus SAS; Wilmar
International, Ltd.; Gavilon LLC; Viterra; or any division,
subsidiary, parent company, partnership, venture (regardless of the form of entity), or
successor of or to any of the above-named companies; or (ii) any other person, corporation,
partnership, limited liability company, or venture (regardless of the form of entity) anywhere in
the world that





3









 







competes with the Company or any entity controlled by the Company and in engaged in
the buying, selling or trading of physical agricultural commodities or products. Grantee
acknowledges and agrees that , in view of his responsibilities while employed by the Company,
including participation in the development of and having access to the business plans and growth
strategy of the Company, the assumption of any of the restricted roles would result in the
inevitable disclosure or use of sensitive Company information and in view of these circumstances,
that the term and scope of this restrictive covenant is reasonable. Grantee further acknowledges
and agrees that a violation of this restrictive covenant would cause irreparable damage to the
Company and that in the event of a breach or threatened breach by the Grantee, the Company would be
entitled to injunctive relief, without the posting of any bond, in addition to such other relief as
may be available at law or in equity.




          Section 11. Non-Solicitation. During the term of Grantee’s employment with
the Company and for a period of two (2) years commencing on the termination of Grantee’s employment
with the Company, Grantee shall not, directly or indirectly though any other person or entity,
recruit, hire, induce, or attempt to induce any Employee to terminate his or her employment with
the Company or otherwise interfere in any way with the employment relationship between the Company
and its Employees. This restriction includes but is not limited to a) identifying Employees as
potential candidates for employment by name, background or qualifications; b) approaching,
recruiting or soliciting Employees; and/or c) participating in any pre-employment interviews with
Employees. For purposes of this provision “Employee” means any person either employed by the
Company or persons formerly employed by the Company until the passage of one (1) year after the end
of such person’s employment with the Company. For purposes of this provision, the term “Company”
shall include all controlled, direct and indirect, subsidiaries of the Company.




          Section 12. No Rights as Employee or Consultant. Nothing in this Agreement or
the Award shall confer upon the Grantee any right to continue as an Employee or consultant of the
Company or any Subsidiary or Affiliate, or to interfere in any way with the right of the Company or
any Subsidiary or Affiliate to terminate the Grantee’s service at any time.




          Section 13. Adjustments. If at any time while the Award is outstanding, the
number of outstanding Shares is changed by reason of a reorganization, recapitalization, stock
split or any of the other events described in Section 4.2 of the Plan, the number and kind of
Restricted Shares shall be adjusted in accordance with the provisions of the Plan.




          Section 14. Notices. Any notice hereunder by the Grantee shall be given to
the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the
Secretary of the Company at the Company’s office at 4666 Faries Parkway, Decatur, Illinois 62526,
or at such other address as the Company may designate by notice to the Grantee. Any notice
hereunder by the Company shall be given to the Grantee in writing and such notice shall be deemed
duly given only upon receipt thereof at such address as the Grantee may have on file with the
Company.




          Section 15. Construction. The construction of this Agreement is vested in the
Committee, and the Committee’s construction shall be final and conclusive.





4









 








          Section 16. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Illinois, without giving effect to the choice of law
principles thereof.




	 	 	 	 	 
	 	Archer-Daniels-Midland Company

 	 
	 	By:  	/s/ P.A. Woertz
 	 
	 	 	P. A. Woertz 	 
	 	 	President & Chief Executive Officer 	 
	 
	 	GRANTEE

 	 
	 	By:  	/s/ John D. Rice
 	 
	 	 	John D. Rice 	 
	 	 	 	 



5









 






	 	 	 	 	 



APPENDIX A

Definition of Change in Control




          For purposes of this Agreement, a “Change in Control” of the Company shall mean:




          (i) an acquisition subsequent to the Date of Grant by any individual, entity or group (within
the meaning of section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of thirty percent (30%) or more of either (A) the then outstanding shares
of Common Stock or (B) the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); excluding, however, the following: (1) any acquisition directly from the Company,
other than an acquisition by virtue of the exercise of a conversion privilege unless the security
being so converted was itself acquired directly from the Company, (2) any acquisition by the
Company and (3) any acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary;




          (ii) during any period of two (2) consecutive years (not including any period prior to the
Date of Grant), individuals who at the beginning of such period constitute the Board (and any new
directors whose election by the Board or nomination for election by the Company’s stockholders was
approved by a vote of at least two-thirds (2/3) of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election was so
approved) cease for any reason (except for death, disability or voluntary retirement) to constitute
a majority thereof;




          (iii) the consummation of a merger, consolidation, reorganization or similar corporate
transaction which has been approved by the stockholders of the Company, whether or not the Company
is the surviving company in such transaction, other than a merger, consolidation, or reorganization
that would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) at least fifty percent (50%) of the combined voting power of
the voting securities of the Company (or such surviving entity) outstanding immediately after such
merger, consolidation, or reorganization;




          (iv) the approval by the stockholders of the Company of (A) the sale or other disposition of
all or substantially all of the assets of the Company or (B) a complete liquidation or dissolution
of the Company; or




          (v) adoption by the Board of a resolution to the effect that any person has acquired effective
control of the business and affairs of the Company.





A-1