EX-10.13



 






			
	 	 	 
	Form of Performance Share Unit Agreement
	 	Exhibit 10.13






	 	 	 	 	 
	To:

	 	 	 	Date: April 1, 2005
	 
	Subject:	 	The Andersons, Inc.

2005 Performance Share Unit Award Letter of Agreement





You have been selected to receive a Performance Share Unit (the “PSUs”) award subject to the terms
and conditions of the Long Term Performance Compensation Plan (the “Plan”) and this Letter of
Agreement (the “Agreement”). This Agreement will document the key provisions relating to the PSUs
awarded to you as of April 1, 2005.



Before executing this Agreement by signing the attached Acknowledgment of Receipt (the
“Acknowledgment”), please read the information provided below regarding the specific provisions of
your 2005 PSUs. A copy of the Plan is available upon request from the Human Resources Department.
By signing the Acknowledgment, you declare having read this Agreement and agree to be bound by all
the terms and conditions contained herein. When you are satisfied that you understand the terms
and conditions of the PSU award, please sign the attached
Acknowledgment and, return
        to in the Personnel Department by Friday, April 15, 2005. Remember to keep
a copy for your files.





	 	1.	 	Grant of Performance Share Units: Subject to the terms and conditions of the Plan
and this Agreement, The Andersons, Inc. (the “Company”) hereby awards to you
___ PSUs. Each PSU shall be equivalent to one Common Share of the Company.
	 
	 	2.	 	Performance Period: The Performance Period for the PSUs awarded shall be the three
year period beginning January 1, 2005 and ending December 31, 2007.
	 
	 	3.	 	Performance Schedule and Vesting of PSUs: Awards shall vest as of the last day of
the Performance Period in accordance with the following Performance Schedule based on the
Company’s three-year cumulative fully diluted earnings per share (“EPS”) computed under
Generally Accepted Accounting Principles (GAAP) during the Performance Period. The
Compensation Committee of the Board of Directors reserves the right to adjust the EPS
presented in the annual report for extraordinary transactions which impact EPS to ensure
the pay for performance relationship. No PSUs will be considered vested and earned for
payment if the Company’s three-year cumulative EPS during the Performance Period is less
than $6.78.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Three-Year Cumulative Fully	 	Percent
	 	 	Annual EPS Growth Rate	 	Diluted EPS for	 	PSUs
	 	 	During Performance Period	 	the Performance Period	 	Vested
	 

	 	 	14	%	 	$	8.35	 	 	 	100	%
	 

	 	7%(1)
	 	$	7.33	 	 	 	50	%
	 

	 	 	6	%	 	$	7.18	 	 	 	40	%
	 

	 	 	5	%	 	$	7.04	 	 	 	30	%
	 

	 	 	4	%	 	$	6.91	 	 	 	20	%
	 

	 	 	3	%	 	$	6.78	 	 	 	10	%








 




			
	(1)	 	Target annual EPS growth rate. At this level of performance the competitive
target level of long-term compensation will be achieved.






	 	 	 	You must be actively employed by the Company as of the end of the Performance Period to be
eligible to vest in and receive any payment of your PSUs except as noted in paragraph 7
below. Actual vested percentage rates will be interpolated from the above Performance
Schedule using




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	 	 	 	the actual three-year cumulative fully diluted cumulative EPS achieved at the end of the
Performance Period.
	 
	 	4.	 	Rights as a Shareholder: You shall have no rights as a shareholder with respect to
the Common Shares subject to the PSUs awarded to you during the Performance Period
including the right to receive dividends or to vote the Common Shares subject to the PSUs.
	 
	 	5.	 	Equivalent Dividends: If any dividends are paid with respect to Commons Shares of
the Company during the Performance Period, additional PSUs will be awarded to you as of
the last day of the Performance Period. The amount of additional PSUs will be computed
based on the cumulative per share dividend rate actually paid on Common Shares during the
Performance Period and the share price on the last day of the Performance Period.
Additional PSUs awarded to you, if any, shall be subject to the terms and conditions of
the Plan and this Agreement and will vest in accordance with the Performance Schedule
defined in this Agreement.
	 
	 	6.	 	Payment of Earned PSUs: Vested PSUs rounded up to the nearest whole unit shall be
delivered to you in the form of Common Shares no later than 75 days following the
conclusion of the Performance Period. PSUs which do not vest as of the last day of the
Performance Period will be forfeited. In that regard, you agree that you will comply with
(or provide adequate assurance as to future compliance with) all applicable securities
laws. In addition, the Company must receive from you payment or a written request for
arrangement of terms for payment, including share withholding, of all federal, state or
local taxes of any kind required to be withheld with respect to the vesting of Shares as
condition precedent to the delivery of the Shares. Shares are subject to tax withholding
based on the market value of the Shares on the date of vesting (i.e., closing price on the
business day prior to the date of vesting) at required withholding tax rates. Withholding
taxes due, if not satisfied in shares, must be paid in full within thirty days of the
vesting date.
	 
	 	7.	 	Termination and Forfeiture of PSUs: Your right to receive unvested PSUs shall
terminate in whole and forfeit upon your termination of employment with the Company or its
subsidiaries for any reason, except in the event of your death, Permanent Disability,
Retirement, or Termination without Cause as a result of a Sale of your Business Unit. If
your termination with the Company meets one of the listed exceptions, then your unvested
PSUs will remain subject to the Performance Schedule during the Performance Period
provided in this Agreement and the number of your PSUs subject to vesting at the end of
the Performance Period will be reduced proportionate to the number of months rounded to
the nearest whole month you were actively employed during the Performance Period.
	 
	 	8.	 	Other Acknowledgments: You acknowledge that the Compensation Committee may adopt
and/or change from time to time such rules and regulations as it deems proper to
administer the Plan.
	 
	 	9.	 	Binding Effect: This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors and
assigns.




If you have any questions related to the tax consequences of your stock award, please contact
___in Corporate Accounting. General information is available by contacting
___in Human Resources.




	 	 	 
	 

	 	Thank You,
	 
	 	 
	 

	 	/s/ Charles E. Gallagher
	 

	 	 
	 

	 	Charles E. Gallagher
	 

	 	Vice President, Human Resources
	 

	 	The Andersons, Inc.






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