Restricted Stock Award Agreement













Exhibit
10.3




Archer-Daniels-Midland
Company

Incentive
Compensation Plan

 

Restricted
Stock Award Agreement




This
Restricted Stock Award Agreement (the “Agreement”), is made and entered into as
of _______ (the “Date of Grant”), by and between Archer-Daniels-Midland Company,
a Delaware corporation (the “Company”), and
_____________________, an employee of the Company (the
“Grantee”). This Agreement is pursuant to the terms of the Company’s 2002
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.




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 ___________ 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 forfeiture
provisions of Sections 6 and 7 hereof, any restrictions on the Restricted Shares
shall lapse and the Restricted Shares granted hereunder shall vest on _______
(the period from the Date of Grant until _______, the “Period of Restriction”).
Notwithstanding the foregoing provisions of this Section 3, but subject to
Section 7 hereof, any 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) or upon the death of
Grantee.




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 is terminated prior to the end of the Period of Restriction, the
Grantee shall forfeit the Restricted Shares, which shall be returned to the
treasury of the Company; provided that (i) in the event such termination of
service is a result of Grantee’s Retirement or 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) in the event such termination of service is 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
any non-competition or 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 (including, without limitation, criminal activity
or accepting employment with a competitor of the Company), (i) the
Grantee’s right to receive an issuance of Restricted Stock shall immediately
terminate, and, (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 the 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.




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. 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
11. 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
12. 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
13. Construction. The construction of this Agreement is vested
in the Committee, and the Committee’s construction shall be final and
conclusive.




Section
14. 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:                                                                          


G. Allen
Andreas

Chairman
and Chief Executive







GRANTEE







By:                                                                         
                   


 

























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.

 




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