exhibit10istockunitplan.htm


    
      
        
          

        

        
          

        
Exhibit 10.1



      Archer-Daniels-Midland
Company

      Amended
and Restated

      Stock
Unit Plan

      For
Nonemployee Directors

      


      1.           Introduction

      


      The Archer-Daniels-Midland Company
Stock Unit Plan for Nonemployee Directors is intended to promote the interests
of the Company and its Stockholders by paying part or all of the compensation of
the Company’s nonemployee directors in the form of an economic equivalent of an
equity interest in the Company, thereby providing appropriate incentives and
rewards to encourage nonemployee directors to take a long-term outlook when
formulating policy applicable to the Company and encouraging them to remain on
the Board.  In general, the Plan provides for the conversion of at
least 50 percent and up to 100 percent of a nonemployee director’s fees for each
calendar year into units of measurement relating to the value of the Company’s
common stock, and for payment to the director of the value of such units on the
earlier of (a) the passage of five full calendar years or (b) upon termination
from service on the Board (in either case, subject to deferral of the payment
date by the nonemployee director in accordance with the terms of the
Plan).  A nonemployee director will thus normally receive payment
under the Plan each successive year in respect of the fees originally converted
into units in the year preceding the fifth calendar year prior to the year of
payment.  A nonemployee director will participate in the Plan for all
periods of service on the Board following the effective date of the Plan,
notwithstanding any future payments to the director of any part of his interest
under the Plan.

      


      The original Plan was approved by the
Stockholders of the Company at its 1996 Annual Meeting and became effective on
January 1, 1997.  In July 1997, the Board of Directors amended the
original Plan by increasing the minimum portion of the nonemployee directors’
fees to be converted into units from 25 percent to 50 percent.  The
Plan was further amended in October 2001 to permit nonemployee directors to
defer payment under the Plan in certain circumstances and again in December 2003
to provide nonemployee directors with additional flexibility in electing to
defer payment under the Plan.  Most recently, the Plan was amended
effective January 1, 2005 to comply with Section 409A of the Code, and was again
amended effective January 1, 2009, in response to final regulations issued under
Section 409A of the Code.

      


      2.           Definitions

      


      (a)           “Board”
means the Board of Directors of the Company.

      


      (b)           “Code”
means the Internal Revenue Code of 1986, as amended.

      


      (c)           “Committee”
means the Benefit Plans Committee of the Company, or any successor committee
thereto.

      


      (d)           “Common
Stock” means the common stock of the Company, without par value.

      


      (e)           “Company”
means Archer-Daniels-Midland Company, a Delaware corporation.

      


      (f)           “Director’s
Fees” means the annual retainer fee and all meeting fees, committee fees and
other Director’s fees earned by the Participant for his service on the
Board.

      


      (g)           “Fair
Market Value” means, with respect to a share of the Common Stock, the average of
the high and low reported sales price regular way per share of the Common Stock
on the New York Stock Exchange Composite Tape for the relevant day, or, in the
absence thereof, on the most recent prior day for which such sales are
reported.  If the Common Stock is not listed on the New York Stock
Exchange as of any date that Fair Market Value is to be determined, Fair Market
Value shall be determined by the Committee in its discretion in a manner
consistently applied.

      


      (h)           “Mandatory
Conversion” means the required conversion of 50 percent of a Participant’s
Director’s Fees into a Stock Unit Award pursuant to Section 4
hereof.

      


      (i)           “Participant”
means a member of the Board who is not an employee of the Company or any of its
affiliates.

      


      (j)           “Plan”
means this Archer-Daniels-Midland Company Stock Unit Plan for Nonemployee
Directors.

      


      (k)           “Realization
Date” means, with respect to each Stock Unit allocated to a Participant’s Stock
Unit Account, the first business day following the earlier of (i) the date five
years after the end of the calendar year that includes the calendar quarter for
which such Stock Unit is awarded to the Participant or in which such Stock Unit
is credited to the Participant as a dividend equivalent, or (ii) the date the
Participant has a Separation from Service, in either case subject to extension
under Section 5(e).

      


      (l)           “Separation
from Service” means that (i) with respect to Stock Unit Awards credited prior to
January 1, 2005, the Participant has ceased to be a member of the Board, or (ii)
with respect to Stock Unit Awards credited after December 31, 2004, the
Participant has ceased to be a member of the Board and has otherwise had a
separation from service recognized as such under Section 409A of the
Code.

      


      (m)           “Stock
Unit” means a non-voting unit of measurement that is deemed for valuation and
bookkeeping purposes to be equivalent to an outstanding share of Common Stock,
and shall include fractional units.

      


      (n)           “Stock
Unit Account” means a book account maintained by the Company reflecting the
Stock Units allocated to a Participant pursuant to Section 4 hereof as a result
of the Participant’s Mandatory Conversions and Voluntary Conversions and such
additional Stock Units as shall be credited thereto in respect of dividends paid
on the Common Stock.

      


      (o)           “Stock
Unit Award” means an award under Section 4(c) hereof of Stock Units as a result
of a Participant’s Mandatory Conversion and Voluntary Conversion for a calendar
quarter.

      


      (p)           “Voluntary
Conversion” means the conversion based on the election of the Participant of all
or part of a Participant’s Director’s Fees otherwise payable to the Participant
in cash into a Stock Unit Award pursuant to Section 4 hereof.

      


      3.           Administration

      


      The Plan shall be administered by the
Committee. The Committee shall have full authority to administer the Plan,
including the discretionary authority to interpret and construe all provisions
of the Plan, to resolve all questions of fact arising under the Plan, and to
adopt such rules and regulations for administering the Plan as it may deem
necessary or appropriate.  Decisions of the Committee shall be final
and binding on all parties.  The Committee may delegate administrative
responsibilities under the Plan to appropriate officers or employees of the
Company.  All expenses of the Plan shall be borne by the
Company.

      


      4.           Crediting
of Stock Units

      


      (a)           Mandatory
Conversions.  For each calendar quarter in which the Plan is in
effect, 50 percent of the aggregate dollar amount of a Participant’s Director’s
Fees payable for such quarter shall be converted into a Stock Unit Award
pursuant to Section 4(c) hereof.

      


      (b)           Voluntary
Conversions.  For each calendar quarter in which the Plan is in
effect, a Participant may elect to convert all or any portion of his Director’s
Fees payable for such quarter (in addition to those required to be converted
under Section 4(a) hereof) into a Stock Unit Award pursuant to Section 4(c)
hereof.  Each Voluntary Conversion shall be made on the basis of a
Participant’s written election stating the amount by which such Director’s Fees
shall be converted to a Stock Unit Award.  Each such election shall be
made in the form required by the Committee, shall be delivered to the Company no
later than December 31 of the calendar year immediately preceding the calendar
year for which the election is made, and shall be effective for each calendar
quarter of such calendar year.  In the case of a member of the Board
who first becomes a Participant during a calendar year, such election for such
year must be made within 30 days following such member becoming a Participant,
and shall apply only to calendar quarters that begin following the date such
election is made.

      


      (c)           Stock Unit
Awards.  A Participant shall receive a Stock Unit Award for
each calendar quarter in respect of his Mandatory Conversion and any Voluntary
Conversion applicable to such quarter. Such Stock Unit Award shall equal the
number of the Stock Units determined by dividing (A) the aggregate dollar amount
of the Participant’s Director’s Fees that are converted to a Stock Unit Award
for the quarter by his Mandatory Conversion and Voluntary Conversion, by (B) the
Fair Market Value of the Common Stock on the last business day of such calendar
quarter. Each Stock Unit Award shall be credited to the Participant’s Stock Unit
Account as of the first day following the end of the calendar quarter for which
such Stock Unit Award is granted.

      


      (d)           Dividend
Equivalents.  As of any date that cash dividends are paid with
respect to the Common Stock from time to time, each Participant’s Stock Unit
Account shall be credited with an additional number of Stock Units determined by
dividing (A) the aggregate dollar amount of the dividends that would have been
paid on the Stock Units credited to the Participant’s Stock Unit Account as of
the record date for such dividend had such Stock Units been actual shares of
Common Stock by (B) the Fair Market Value of the Common Stock on the dividend
payment date.

      


      (e)           Certain
Adjustments.  In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger or
consolidation, or the sale, conveyance, lease or other transfer by the Company
of all or substantially all of its property, or any other change in the
corporate structure or shares of the Company, pursuant to any of which events
the then outstanding shares of the Common Stock are split up or combined or are
changed into, become exchangeable at the holder’s election for, or entitle the
holder thereof to, other shares of stock, or similar change in the Common Stock
or other similar event that the Committee, in its discretion, deems appropriate,
each Participant’s Stock Unit Account shall be adjusted as determined by the
Committee in its sole discretion to reflect such change or other
event.  It is intended that in making such adjustments, the Committee
will seek to treat each Participant as if he were a stockholder of the Common
Stock of the number of Stock Units credited to his Stock Unit Account (but
without duplication of any benefits that may be provided under Section 4(d)
hereof).  Except as is expressly provided in this Section,
Participants shall have no rights as a result of any such change in the Common
Stock or other event.

      


      5.           Distributions
of Benefits

      


      (a)           Valuation and Payment of
Units.  Subject to Section 6 hereof, a Participant shall be
entitled to a benefit under the Plan with respect to each Stock Unit Award upon
the Realization Date for such Stock Unit Award.  Such benefit shall be
equal to the cash amount determined by multiplying (A) the number of Stock Units
credited to the Participant’s Stock Unit Account in respect of the Stock Unit
Award for which the Realization Date has occurred (including additional Stock
Units credited to the Participant’s Stock Unit Account with respect thereto
pursuant to Section 4(d) hereof) by (B) the Fair Market Value of the Common
Stock on the Realization Date.  Each such amount shall be paid to the
Participant in cash within 30 days after the applicable Realization
Date.

      


      (b)           Payment of Additional
Dividends.  Subject to Section 6 hereof, if, pursuant to
Section 4(d) hereof, additional Stock Units are required to be credited to a
Participant’s Stock Unit Account in respect of Stock Units that were held in the
Participant’s Stock Unit Account as of the record date for dividends paid on the
Common Stock that were paid after the payment to the Participant of a benefit in
respect of such Stock Units, the Company shall pay to the Participant a cash
amount in respect of such dividends equal to the dollar amount of such
dividends.  Such amount shall be paid to the Participant within 30
days after the dividend payment date.

      


      (c)           Payment of Nonconverted
Fees.  Subject to Section 6 hereof, in the event that a
Participant has a Separation from Service prior to the time that Stock Units are
credited to his Stock Unit Account pursuant to Section 4(c) hereof in respect of
his Mandatory Conversion or Voluntary Conversion for a calendar quarter, the
amount of all Director’s Fees earned by the Participant during such quarter
shall be paid to the Participant in cash within 30 days after his Separation
from Service.

      


      (d)           Section 16
Restrictions.  Notwithstanding any other provision hereof, if
and to the extent required in order for Stock Units to meet the requirements for
exemption under Rule 16b-3 (or any successor thereto) promulgated under the
Securities Exchange Act of 1934, no amount in respect of any Stock Unit Award
(including any additional Stock Units allocated to a Participant’s Stock Unit
Account pursuant to Section 4(d) hereof) shall be paid to a Participant until
the expiration of 6 months after the Stock Units in respect of which the payment
is to be made have been allocated to the Participant’s Stock Unit Account, and
the amount of such payment shall be determined based on the Fair Market Value of
the Common Stock on the date such 6-month period expires.

      


      (e)           Extension of Realization
Date.  A Participant shall be allowed the following
elections:

      (A)           A
Participant shall be allowed to extend the Realization Date occurring under
Section 2(k)(i) to a new Realization Date determined by the Participant, subject
to the following:

      


      (i)           
An election will be effective only if it is received by the Committee at least
12 months prior to the currently scheduled Realization Date under Section
2(k)(i); and

      


      (ii)           With
respect to any Stock Unit Award credited after December 31, 2004, the new
Realization Date under Section 2(k)(i) must be at least 5 years after the
currently scheduled Realization Date under Section 2(k)(i) unless the election
to extend the Realization Date is received by the Committee prior to the
calendar year in which the Stock Unit Award is made to the
Participant.

      
 

      A Participant may elect to extend the
Realization Date any number of times, provided that each election complies with
paragraphs (i) and (ii).

      


      (B)           A
Participant shall be allowed to extend the Realization Date occurring under
Section 2(k)(ii) to up to three new Realization Dates determined by the
Participant that are a fixed number of months (not more than 30 months) after
the Participant’s Separation from Service.   An election will be
effective with respect to a Stock Unit Award if it is received by the Committee
prior to the calendar year in which the Stock Unit Award is credited to the
Participant.  Thereafter, an election will be effective with respect
to a Stock Unit Award credited prior to January 1, 2005, if it is received by
the Committee at least 12 months prior to Separation from Service (in the case
of any Stock Unit Award credited after December 31, 2004, an election under
subsection (B) of this Section 5(e) will not be allowed after December 31 of the
calendar year prior to the calendar year in which the Stock Unit Award is made
to the Participant).

      


      An election to extend a Realization
Date under subsection (A) or (B) of this Section 5(e) must be made in such a
manner and in accordance with such rules as may be prescribed for this purpose
by the Committee and must receive the approval required to exempt the
disposition of the Stock Units under Rule 16b-3 (or any successor thereto)
promulgated under the Securities Exchange Act of 1934.

      


      With respect to any extension under
subsection (A) or (B) of this Section 5(e), no Participant may elect to
establish more than one new Realization Date in any given calendar
year.

      


      (f)           Transition Elections Made By
December 31, 2008.  Any contrary provision notwithstanding, any
election made by December 31, 2008, to establish or extend a Realization Date
will be given effect under the Plan to the extent consistent with the transition
rules allowed under Section 409A of the Code as specified in IRS Notice
2007-86.

      


      6.           Forfeiture
of Benefits

      


      Each Participant’s benefits hereunder
shall be nonforfeitable, except that a Participant shall forfeit all rights to
all benefits hereunder in respect of Mandatory Conversions, Voluntary
Conversions and Stock Units credited to the Participant’s Stock Unit Account if
the Participant’s status as a director of the Company is (or is deemed to have
been) terminated for Cause.  For purposes hereof, a Participant’s
status as a director shall have been terminated for “Cause” upon the voluntary
or involuntary termination of the individual’s service as a director on account
of (i) the willful violation by the Participant of any federal or state law
or any rule or regulation of any regulatory body to which the Company or its
affiliates is subject, which violation would materially reflect on the
Participant’s character, competence or integrity or (ii) a breach by the
Participant of the Participant’s duty of loyalty to the Company and its
affiliates.  If, subsequent to the termination of a Participant’s
status as a director of the Company, it is determined by the Committee that the
Participant’s status as a director of the Company could have been terminated for
Cause, such Participant’s status as a director of the Company may be deemed to
have been terminated for Cause.

      


      7.           Beneficiaries

      


      Any payment required to be made to a
Participant hereunder that cannot be made to the Participant because of his
death shall be made to the Participant’s beneficiary or beneficiaries, subject
to applicable law.  Each Participant shall have the right to designate
in writing from time to time a beneficiary or beneficiaries by filing a written
notice of such designation with the Committee.  In the event a
beneficiary designated by the Participant does not survive the Participant and
no successor beneficiary is selected, or in the event no valid designation has
been made, such Participant’s beneficiary shall be such Participant’s
estate.

      


      8.           Unfunded
Status of the Plan

      


      The Plan shall be unfunded, and
Mandatory Conversions, Voluntary Conversions, Stock Units credited to each
Participant’s Stock Unit Account and all benefits payable to Participants under
the Plan represent merely unfunded, unsecured promises of the Company to pay a
sum of money to the Participant in the future.

      


      9.           Alienation
of Benefits Prohibited

      


      No transfer (other than pursuant to
Section 7 hereof) by a Participant of any right to any payment hereunder,
whether voluntary or involuntary, by operation of law or otherwise, and whether
by means of alienation by anticipation, sale, transfer, assignment, bankruptcy,
pledge, attachment, charge, or encumbrance of any kind, shall vest the
transferee with any interest or right, and any attempt to so alienate, sell,
transfer, assign, pledge, attach, charge, or otherwise encumber any such amount,
whether presently or thereafter payable, shall be void and of no force or
effect.

      


      10.           No
Special Rights

      


      Nothing contained in the Plan shall
confer upon any Participant any right with respect to the continuation of the
Participant’s status as a director of the Company.

      


      11.           Termination
and Amendment

      


      The Plan may be terminated at any time
by the Board.  The Plan may be amended by the Board from time to time
in any respect; provided, however, that no such amendment may reduce the number
of Stock Units theretofore credited or creditable to a Participant’s Stock Unit
Account without the affected Participant’s prior written consent.  The
termination of the Plan, or any amendment made to the Plan, shall not operate to
accelerate the Realization Date with respect to any Stock Unit Award unless
specifically so provided by the Board and allowed under Section 409A of the
Code.

      


      12.           Status
Under Section 409A of the Code

      


      The Plan is intended to comply with
paragraphs (2), (3) and (4) of Section 409A(a) of the Code, and should be
interpreted in a manner consistent with that intent.

      


      13.           Choice
of Law

      


      The Plan and all rights hereunder shall
be subject to and interpreted in accordance with the laws of the State of
Illinois, without reference to the principles of conflicts of laws, and to
applicable federal securities laws.