EX-10.37






	 	 	 
	To:
	 	Date:March 3, 2009

	Subject:
	 	The Andersons, Inc.

2009 Stock Only Stock Appreciation Rights Letter of Agreement







You have been selected to receive a 2009 Stock Only Stock Appreciation Rights Grant (the “SOSARs”)
under the Long Term Performance Compensation Plan (the “Plan”). This Letter of Agreement (the
“Agreement”) will document the key provisions relating to the SOSARs granted to you effective as of
March 2, 2009.



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 2009 SOSARs. You are also encouraged to review the summary question/answer guide that
provides detailed information and illustrations about how the Plan operates. There is also a
formal Plan document that controls the actual interpretation and operation of the Plan. A copy of
the Plan document is available upon your request from the Human Resources Department.



When you are satisfied that you understand the terms of the SOSARs, please execute the
Agreement by signing the attached Acknowledgment of Receipt form and returning it to Teresa Scott
in the Human Resources Department by Monday, March 16, 2009. Remember to keep a copy for your
files.




	 	1.	 	Grant of SOSARs: The Andersons, Inc. (the “Company”) hereby grants to you
SOSARs with respect to «SOSARS» common shares at a Grant Price of $11.02 per share:
subject to the terms and conditions of the Plan and this Agreement.






	 	2.	 	Restrictions on Exercise of SOSARs: Provided your SOSARs have not terminated
(see Termination and Forfeiture of Rights on page 2), after the end of the first year
of this Agreement (March 2, 2010) thirty-three and one-third percent (33.3%) of the
SOSAR shares shall be exercisable; after the end of the second year of this Agreement
(March 2, 2011) sixty-six and two-thirds percent (66.7%) of the SOSAR shares shall be
exercisable; and after the end of the third year of this Agreement (March 2, 2012) one
hundred percent (100%) of the SOSAR shares shall be exercisable.






	 	3.	 	Exercise of SOSARs: The SOSARs shall be exercised by written notice to the
Company or designated individual, at the Company’s principal place of business. The
notice must be accompanied by the payment of federal, state, and local tax withholding
required to be made by the Company (if any) as a result of the exercise of such shares.
You may elect to pay for your federal, state, and local tax withholding by having the
Company withhold the number of shares rounded up to the nearest whole share based on
Fair Market Value on the date of exercise. The value of any fractional share that
exceeds the amount of taxes due shall be added to your federal tax withholding.






	 	4.	 	Payment of SOSARs: Upon exercise of the SOSARs, you shall be entitled to
receive payment from the Company in an amount equal to (a) the Fair Market Value at the
exercise date minus (b) the Grant Price; multiplied by the number of shares with
respect to which the SOSAR is exercised. The Company shall deliver to you the value in
common shares rounded down to the nearest whole share with fractional shares added to
your federal tax withholding.




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	 	5.	 	Termination and Forfeiture of Rights: Unless exercised, your rights to vested
SOSARs will terminate upon the first to occur of the following dates:






	 	(a)	 	the expiration of twelve (12) months after the date of your death,
permanent disability, retirement, or termination of employment other than for
Cause; or






	 	(b)	 	the expiration of five (5) years and one (1) month from the effective
date of the grant of this SOSAR (April 1, 2014); or






	 	(c)	 	the effective date of termination of employment for Cause.






If unvested, your SOSARs shall become 100% vested and exercisable upon your date of
termination resulting from death, permanent disability, retirement, or termination of
employment due to the sale of your business unit. Your rights to exercise SOSARs that
become vested due to one of the aforementioned events shall expire upon the earlier of
the agreement expiration date or one (1) year from your date of termination.




	 	6.	 	Rights Prior to Exercise of SOSARs: This SOSAR shall not be transferable by
you other than by will or by the laws of descent and distribution and may be exercised,
during your lifetime, only by you except that the right to exercise a SOSAR may be
transferred in accordance with the limitations set forth in the Plan. You shall have
no rights as a shareholder with respect to the SOSAR shares until payment of related
tax withholding, and delivery of such shares as herein provided.






	 	7.	 	Other Acknowledgments: Participant acknowledges 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.






	 	8.	 	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.









Thank You,



Arthur D. DePompei



Vice President, Human Resources



The Andersons, Inc.




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