EX-10.1 2 d335699dex101.htm AGREEMENT, DATED AS OF APRIL 13, 2012 Agreement, dated as of April 13, 2012

Exhibit 10.1


THIS AGREEMENT is made and entered into as of the 13th day of April, 2012, by and between Archer-Daniels-Midland Company, a Delaware corporation (the “Company”), and John D. Rice (“Rice”).


WHEREAS, Rice is an employee and officer of the Company; and

WHEREAS, Rice and the Company have reached an agreement in regard to Rice ceasing to be an active employee and an officer of the Company as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the covenants as set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Rice shall resign as an officer of the Company and retire as an employee effective June 30, 2012, unless Rice’s employment is earlier terminated by the Company for “Cause” as defined in the Restricted Stock Award Agreement between Rice and the Company dated November 1, 2010 (the “Restricted Stock Award Agreement”). The Company shall continue to pay Rice his base salary as of the date of this Agreement through the date of his separation from employment. Rice shall be deemed to have taken all earned vacation as of the date of his separation from employment. Rice acknowledges that he will not be entitled to receive any form of unemployment compensation or benefits. While employed by the Company Rice will be available to the Company to provide transition assistance, to complete projects, and to provide such advice, expertise, or knowledge with respect to his prior duties or other matters in which he was involved, as may be requested by the Company. Rice shall devote such time, attention, skill and efforts as necessary to the faithful performance of such duties in a professional, diligent, trustworthy and businesslike manner. In addition, Rice will timely execute and deliver such acknowledgments, instruments, certificates, and other ministerial documents (including without limitation, certification as to specific actions performed by Rice in his capacity as an officer of the Company) as may be necessary or appropriate to formalize and complete the applicable corporate records. It is anticipated that Rice’s last active day of service at ADM’s Corporate Office will be no later than April 13, 2012 and may be sooner at ADM’s discretion. It is anticipated by both the Company and Rice that Rice will provide services through June 30, 2012 in excess of twenty percent (20%) of his average level of services for the Company over the past thirty-six (36) months.

2. At the same time Rice signs this Agreement, Rice shall execute a Release of Claims in the form of Exhibit A, attached hereto and by this reference incorporated herein (the “First Release”). Rice is hereby advised to consult with an attorney prior to executing this Agreement and the accompanying Releases of Claims. Rice hereby acknowledges he is being provided a forty-five (45) day review period to consider this Agreement and the First Release pursuant to the Older Workers Benefit Protection Act. Rice understands he may revoke this Agreement and the First Release in writing addressed to the Company within seven (7) days after the execution of this Agreement and First Release in which event this Agreement and the First Release will be of no force and effect and he will be entitled to no payments or benefits in consideration hereof.

3. Non-Competition. Without the prior written consent of the Company, which consent must be signed by the Chief Executive Officer, while Rice remains employed by the Company and for a period of two (2) years commencing on the termination of Rice’s employment with the Company, Rice shall not take any employment, or serve as a director, officer, consultant, advisor, agent, or in any other capacity whatsoever, directly or indirectly, with (i) Cargill, Inc.; Bunge Ltd.; Corn Products International; Tate & Lyle PLC; Louis Dreyfus SAS; Wilmar International, Ltd.; Gavilon LLC; Viterra; or any division, subsidiary, partnership, venture (regardless of the form of entity), or successor of or to any of the above-named companies; or (ii) any other person, corporation, partnership, limited liability company, or venture (regardless of the form of entity) anywhere in the world that competes with the Company or with any entity controlled by the Company and is engaged in the buying, selling or trading of physical agricultural commodities or products. Rice acknowledges and agrees that, in view of his responsibilities while employed by the Company, including participation in the development of and having access to the business plans

and growth strategy of the Company, the assumption of the restricted roles would result in the inevitable disclosure or use of sensitive Company information and, in view of these circumstances, that the term and scope of this restrictive covenant is reasonable. Rice further acknowledges and agrees that a violation of this restrictive covenant would cause irreparable damage to the Company and that in the event of a breach or threatened breach by Rice, the Company would be entitled to injunctive relief, without the posting of any bond, in addition to such other relief as may be available at law or in equity.

4. Non-Solicitation. While Rice remains employed by the Company and for a period of two (2) years commencing on the termination of Rice’s employment with the Company, Rice shall not, directly or indirectly through any other person or entity, recruit, hire, induce, or attempt to induce any Employee to terminate his or her employment with the Company or otherwise interfere in any way with the employment relationship between the Company and its Employees. This restriction includes but is not limited to a) identifying Employees as potential candidates for employment by name, background or qualifications; b) approaching, recruiting or soliciting Employees; and/or c) participating in any pre-employment interviews with Employees. For purposes of this provision “Employee” means any person either employed by the Company or persons formerly employed by the Company until the passage of one (1) year after the end of such person’s employment with the Company. For purposes of this provision, the term “Company” shall include all controlled, direct and indirect, subsidiaries of the Company.

5. The Non-Disclosure Agreement dated September 22, 1991, a copy of which is marked Exhibit B, attached hereto and by this reference incorporated herein, shall remain in full force and effect in accordance with its terms.

6.a. As consideration for the releases, the covenant not to compete and the other covenants as set forth in this Agreement, the Company shall, subject to the conditions set forth in Paragraph 6.c. below: (i) pay Rice, in cash, the sum of One Million Nine Hundred Thousand and Eight dollars ($1,900,008) in two (2) installments – $950,004 on the first regular payroll date of the Company to occur at least five business days after expiration of the revocation period described in the First Release, and $950,004 on the first regular payroll date of the Company to occur at least five business days after expiration of the revocation period described in the Second Release; (ii) pay Rice, in cash, on the first regular payroll date of the Company to occur at least five business days after expiration of the revocation period described in the Second Release, a sum equal to fifty percent (50%) of the aggregate difference between the option strike price and the Fair Market Value of the underlying securities for all stock options currently held by Rice that will not be vested as of June 30, 2012 and will not continue to vest under the terms of the granting document; (iii) transfer title to Rice of his Company-owned car on or about June 30, 2012; (iv) extend Rice’s healthcare coverage until June 30, 2013 upon the same terms as would have been available to Rice had he remained employed by the Company through such date (the value of such coverage will be reported to Rice as taxable income to the extent required under the tax laws then in effect), and (v) pay Rice the bonus that would otherwise have been payable to him under the Company’s Performance Incentive Plan for the performance period in effect as of June 30, 2012, calculated based on the Company’s actual performance, payable on or about September 28, 2012. “Fair Market Value”, as that term is used above, shall be the simple average closing price of the common stock of the Company on the (10) trading days immediately preceding June 30, 2012.

b. Rice shall not be entitled to any other payments or benefits other than as expressly set forth in this Agreement except those benefits payable pursuant to certain benefit plans of the Company and the agreements related to previously granted equity-based compensation. For clarity, and without implication to any other agreement related to equity-based compensation, the unvested restricted stock granted pursuant to the Restricted Stock Award Agreement dated November 1, 2010 shall continue to vest in accordance with the terms of such agreement subsequent to Rice’s resignation as an officer and retirement as an employee on June 30, 2012 as contemplated by this Agreement, and Rice shall continue to be subject to the non-competition and non-solicitation provisions set forth in such Restricted Stock Award Agreement.

c. Notwithstanding anything to the contrary in this Paragraph 6, the first installment of the cash payment to Rice described in Paragraph 6.a(i) shall not be payable unless and until Rice has signed and not revoked the First Release within the revocation period set forth in the First Release, and the remaining payments and benefits set forth in Paragraph 6.a shall not be payable to Rice unless all of the following conditions have been met: (1) Rice remains employed by the Company through June 30, 2012; (2) on or within 45 days after the termination of Rice’s employment with the Company, Rice has signed a second Release of Claims in the form of Exhibit C (the “Second

Release”); (3) Rice has not revoked the Second Release within the revocation period set forth in the Second Release; and (3) Rice has not breached Rice’s obligations under this Agreement. This Agreement will not be interpreted or construed to limit the Second Release in any manner. The existence of any dispute respecting the interpretation of this Agreement or the alleged breach of this Agreement will not nullify or otherwise affect the validity or enforceability of the Second Release.

d. Rice acknowledges that these payments constitute consideration for the First Release and Second Release to which Rice is not already entitled.

7. Neither Rice nor the Company shall make any public statements, or request, cause or solicit any third party to make any public statements, regarding the circumstances of underlying Rice’s retirement, that are in any way inconsistent with the terms of this Agreement, or adverse to the interests or reputation of Rice or the Company, or any of its directors, officers or employees.

8. Rice shall not request or apply for employment with the Company or any of its controlled subsidiaries.

9. All payments to be made to Rice hereunder shall be subject to all applicable taxes, including withholding taxes.

10. In the event of the death of Rice prior to all payments contemplated by this Agreement being made, such remaining payments shall be promptly made to his estate.

11. All notices, requests, approvals, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be served personally, or sent by a national overnight delivery company such as Federal Express, or by United States registered or certified mail, postage prepaid, return receipt requested, and addressed as follows:

If to Company:

Michael D’Ambrose

Archer-Daniels-Midland Company

P.O. Box 1470

Decatur, IL 62525

Telephone: (217) 451-4045

Facsimile: (217) 451-4619

If to Rice:

John A. Rice


Any such notice shall be deemed delivered upon delivery or refusal to accept delivery as indicated in writing by the person attempting to make personal service, on the United States Postal Service return receipt, or by similar written advice from the overnight delivery company.

12. This Agreement shall be governed by the substantive laws of the State of Illinois.

13. This Agreement, the First Release, The Second Release, the Non-Disclosure Agreement and the Restricted Stock Award Agreement constitute the entire agreement of the parties and supersede any and all prior agreements and understandings between Rice and the Company, whether oral or in writing. This Agreement may not be revoked, amended, modified or revised except as provided for in paragraph 2 of this Agreement or in writing executed by Rice and a corporate officer of the Company.

14. Rice shall keep the terms of this Agreement, the First Release and the Second Release confidential and shall not disclose such terms to anyone other than Rice’s attorneys, tax advisors, or spouse, except as required by law.

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.


    By:    /s/ Michael D’Ambrose



/s/ Stacy Rudolph

    By:   /s/ John Rice
      John D. Rice