Exhibit
10.2
Archer-Daniels-Midland Company
2002 Incentive Compensation Plan
Stock Option
Agreement
Stock Option Agreement (the
“Agreement”), dated as of _______ (the “Date of
Grant”), between Archer-Daniels-Midland Company, a Delaware
corporation (the “Company”), and
____________________ (the “Optionee”),
an Employee of the Company. This Agreement is pursuant to the terms
of the Company’s 2002 Incentive Compensation Plan (the
“Plan”). The applicable terms of the Plan are
incorporated herein by reference, including the definition of
capitalized terms contained in the Plan.
Section 1 . Stock Option Award . The Company grants
to the Optionee, on the terms and conditions hereinafter set forth,
an Option with respect to _______ shares of the Company’s
common stock (the “Option Shares”) under the
Plan.
Section 2 . Exercise Price . The exercise price per
share of the Option Shares shall be $ _______ per share
(“Option Price”).
Section 3 . Vesting .
(a)
Vesting Schedule
. Subject to the forfeiture
provisions of Sections 6 and 10 hereof, this Option shall become
vested and exercisable as to the Option Shares in installments in
accordance with the following vesting schedule:
|
Vesting Date
|
Number of Option Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At times in this Agreement, when the
vesting, exercise or cancellation of this Option (or portion
thereof) and the corresponding right to acquire Option Shares
thereunder is discussed, for ease of reference the document will
refer to the vesting, exercise or cancellation, as applicable, of
“Option Shares.”
(b)
Accelerated Vesting
. Notwithstanding the foregoing
provisions of this Section 3, but subject to Section 10 hereof, all
Option Shares shall become fully and immediately vested and
exercisable upon the occurrence of a Change of Control of the
Company (as defined in Appendix A hereto) or the death of
Optionee.
Section 4 . Nonqualified Stock Option . This Option
shall be treated as a Nonqualified Stock Option under the
Plan.
Section 5 . Option Term . Option Shares that become
exercisable pursuant to Section 3 hereof may be purchased at any
time following vesting and prior to the expiration of the Option
Term. For purposes hereof, the “Option Term” shall
commence on the Date of Grant and shall expire on the day prior to
the tenth anniversary thereof, unless earlier terminated as
provided in Sections 6 or 10 hereof. Upon the expiration of the
Option Term, any unexercised Option Shares shall be cancelled and
shall be of no further force or effect.
Section 6 . Effect of Termination of Service .
Except as set forth below in this Section 6, if Optionee’s
service as an Employee is terminated for any reason prior to the
occurrence of any otherwise applicable vesting date or event
provided in Section 3 hereof, the Optionee shall (i) forfeit any
interest in the Option Shares that have not yet become vested,
which shall be cancelled and be of no further force or effect, and
(ii) subject to Section 10 hereof, retain the right to exercise any
Option Shares that have previously become vested until the
expiration of three months after the effective date of such
termination of service. Notwithstanding the foregoing, in the event
that Optionee’s employment terminates as a result of
Optionee’s Retirement or Disability then Optionee shall,
subject to Section 10 hereof, (i) continue to vest in the Option
Shares in accordance with the provisions of Section 3 hereof, and
(ii) retain the right to exercise all vested Option Shares until
the expiration of the full Option Term. In addition, in the event
that Optionee’s employment terminates as a result of
Optionee’s death then Optionee shall receive the accelerated
vesting described in Section 3(b) and shall retain the right to
exercise all vested Option Shares until the expiration of the full
Option Term.
Section 7 . Procedure for Exercise . The Option may
be exercised, in whole or part (for the purchase of whole shares
only), by delivery of a written notice in the form specified by the
Company (the “Notice”), along with payment in full of
the Option Price, from the Optionee to the Secretary of the Company
at the Company’s principal office, which Notice shall: (i)
state the number of Option Shares being exercised; (ii) state the
method of payment for the Option Shares and tax withholding
pursuant to Section 8 hereof; (iii) include any representation of
the Optionee required pursuant to Section 9 hereof; (iv) in the
event that the Option shall be exercised by any person other than
the Optionee pursuant to Section 13 hereof include appropriate
proof of the right of such person to exercise the Option; and
(v) comply with such further requirements consistent with the
Plan as the Committee may from time to time prescribe.
Section 8 . Payment of Exercise Price . Payment of
the Option Price shall be made (i) in cash or by cash equivalent,
(ii) by tendering, either by actual delivery of Shares or by
attestation, previously acquired Shares that have been held by the
Optionee for at least 6 months, valued at the Fair Market Value of
such Shares on the trading date immediately preceding the date of
exercise, (iii) by irrevocably authorizing a third party with which
the Optionee has a brokerage or similar relationship to sell the
Shares (or a sufficient portion of such Shares) acquired upon the
exercise of the Option and remit to the Company a portion of the
sale proceeds sufficient to pay the entire Option Price to the
Company, or (iv) by a combination of the methods described above.
Delivery of Shares upon such exercise shall be subject to payment
by the Optionee to the Company of any required withholding taxes.
Optionee may elect to satisfy the withholding requirement, in whole
or in part, by having the Company withhold Shares having a Fair
Market Value on the date the tax is to be determined equal to the
minimum statutory total tax which could be imposed on the
transaction. Any such election shall be irrevocable, made in
writing, signed by the Participant, and submitted to the Secretary
of the Company.
Section 9 . Securities Law Compliance . No Option
Shares shall be purchased upon th
