exv10w42







	 	 	 	 	 



Exhibit 10.42




			
	To:
	 	Date: March 2, 2010







			
	Subject:	 	The Andersons, Inc.

2010 Performance Share Unit Grant Letter of Agreement





You have been selected to receive a Performance Share Unit (the “PSUs”) grant 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
granted to you as of March 1, 2010.




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 2010 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 grant, please sign the attached Acknowledgment and, return to Teresa
Scott or Steve DeDonato in the Human Resources Department by Monday, March 15, 2010. 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 grants to you ___PSUs.
Each PSU shall be equivalent to one Common Share of the Company.
	 
	 	2.	 	Performance Period: The Performance Period for the PSUs granted shall be the three
year period beginning January 1, 2010 and ending December 31, 2012.
	 
	 	3.	 	Performance Schedule and Vesting of PSUs: PSUs shall vest at the conclusion of the
Performance Period (January 1, 2013) 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 $8.53.





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EPS Performance	 	2010	 	2011	 	2012	 	Cumulative	 	% Units
	Levels	 	Year 1	 	Year 2	 	Year 3	 	EPS Growth	 	Vested *
	Maximum (Target)

	 	$	3.56	 	 	$	3.92	 	 	$	4.31	 	 	$	11.78	 	 	 	100	%
	 

	 	$	3.48	 	 	$	3.81	 	 	$	4.14	 	 	$	11.43	 	 	 	90	%
	 

	 	$	3.40	 	 	$	3.70	 	 	$	3.98	 	 	$	11.08	 	 	 	80	%
	 

	 	$	3.32	 	 	$	3.60	 	 	$	3.81	 	 	$	10.73	 	 	 	70	%
	 

	 	$	3.24	 	 	$	3.49	 	 	$	3.65	 	 	$	10.38	 	 	 	60	%
	Target (115% of Thresh)

	 	$	3.16	 	 	$	3.38	 	 	$	3.48	 	 	$	10.02	 	 	 	50	%
	 

	 	$	3.06	 	 	$	3.25	 	 	$	3.34	 	 	$	9.65	 	 	 	40	%
	 

	 	$	2.96	 	 	$	3.11	 	 	$	3.21	 	 	$	9.28	 	 	 	30	%
	 

	 	$	2.86	 	 	$	2.98	 	 	$	3.07	 	 	$	8.90	 	 	 	20	%
	Threshold (Plan)

	 	$	2.76	 	 	$	2.84	 	 	$	2.93	 	 	$	8.53	 	 	 	10	%
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	$	8.52	 	 	 	0	%








 




			
	* 	 	The target performance level is 7% annual growth above 115% of EPS at
2010 plan income. The threshold performance level is 3% annual growth above EPS at
2010 plan income. The maximum performance level is 10% growth above EPS at 2010
target income. At target cumulative EPS growth 100% of performance adjusted target
long-term compensation is achieved, which is equal to 50% of the PSUs granted to you
under this agreement. The “% Units Vested” at maximum performance level achieves 200%
of performance adjusted target long-term compensation, which is equal to 100% of the
PSUs granted to you under this agreement.




 









 









	 	3.	 	Performance Schedule and Vesting of PSUs (continued)
	 
	 	 	 	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 the actual three-year cumulative fully diluted 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 granted 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 granted 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 granted 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 ten business 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.




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	 	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 PSU grant, please contact Phil
Blandford at                      in Corporate Accounting. General information is available by contacting
Steve DeDonato at                      in Human Resources.




	 	 	 	 	 
	 	  	Thank You,

 	 
	 	  	
 	 
	 	 	Arthur D. DePompei  	 
	 	 	Vice President, Human Resources

The Andersons, Inc. 	 



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