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Form of
Performance Share Award Agreement
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Date: April 1, 2006
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The
Andersons, Inc.
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2006
Performance Share Unit Award Letter of Agreement
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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,
2006.
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 2006 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 14,
2006 . Remember to keep a copy for your files.
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1.
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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.
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2.
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Performance Period:
The Performance Period
for the PSUs awarded shall be the three year period beginning
January 1, 2006 and ending December 31, 2008.
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3.
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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 $9.55.
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Annual EPS
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Cumulative
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% Units
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Growth Rate
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Year 1
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Year 2
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Year 3
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EPS Growth
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Vested *
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14
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%
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$
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3.42
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$
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3.90
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$
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4.44
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$
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11.76
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100
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%
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13
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%
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$
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3.39
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$
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3.83
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$
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4.33
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$
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11.55
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93
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%
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12
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%
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$
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3.36
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$
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3.76
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$
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4.21
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$
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11.34
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86
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%
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11
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%
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$
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3.33
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$
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3.70
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$
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4.10
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$
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11.13
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79
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%
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10
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%
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$
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3.30
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$
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3.63
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$
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3.99
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$
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10.92
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71
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%
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9
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%
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$
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3.27
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$
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3.56
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$
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3.89
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$
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10.72
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64
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%
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8
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%
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$
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3.24
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$
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3.50
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$
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3.78
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$
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10.52
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57
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%
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7
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%
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$
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3.21
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$
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3.43
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$
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3.68
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$
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10.32
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50
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%
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6
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%
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$
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3.18
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$
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3.37
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$
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3.57
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$
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10.12
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40
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%
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5
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%
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$
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3.15
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$
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3.31
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$
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3.47
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$
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9.93
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30
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%
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4
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%
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$
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3.12
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$
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3.24
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$
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3.37
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$
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9.74
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20
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%
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3
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%
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$
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3.09
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$
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3.18
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$
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3.28
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$
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9.55
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10
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%
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0
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%
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$
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3.00
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$
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3.00
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$
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3.00
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$
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9.00
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0
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%
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*
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The target
annual EPS g
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