AGREEMENT
THIS AGREEMENT is made and
entered into as of the 6 th day of
February, 2008, by and between Archer-Daniels-Midland Company, a
Delaware corporation (the “Company”), and Douglas J.
Schmalz (“Schmalz”).
W
I T N E S S E T H
WHEREAS , Schmalz is an
employee and officer of the Company; and
WHEREAS , Schmalz, and the
Company have reached an agreement in regard to Schmalz 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. Schmalz shall resign as an
officer of the Company and retire as an employee effective
February 29, 2008. Schmalz shall be deemed to have taken all
earned vacation as of the date of his retirement. Schmalz
acknowledges that he will not be entitled to receive any form of
unemployment compensation or benefits.
2. Schmalz shall execute a
Release of Claims and Covenant Not To Sue in the form of
Exhibit A, attached hereto and by this reference incorporated
herein (the “Release”). Schmalz hereby acknowledges the
twenty-one (21) day review period provided pursuant to the
Older Workers Benefit Protection Act. Schmalz understands he may
revoke this Agreement and the Release in writing addressed to the
Company within seven (7) days after the execution of this
Agreement and Release in which event this Agreement and Release
will be of no force and effect and he will be entitled to no
payments or benefits in consideration hereof.
3. Without the prior written
consent of the Company, which consent must be signed by the Chief
Executive Officer or an Executive Vice President of the Company,
for a period of twelve (12) months commencing on March 1,
2008, Schmalz shall not own any interest in, except the ownership
of stock in a publicly-traded company, take any employment with, or
act as a director, consultant, advisor or in any other capacity
whatsoever, directly or indirectly, to any person, corporation,
partnership, limited liability company, joint venture or any other
form of entity, anywhere in the world that is engaged in business
that competes with any businesses of the Company that were within
Schmalz’s scope of responsibilities while employed by the
Company. Schmalz acknowledges that, in view of his responsibilities
while employed by the Company, the scope of this restrictive
covenant is reasonable. Schmalz further acknowledges 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 the Company would be entitled to injuctive
relief, without the posting of any bond, in addition to such other
relief as may be appropriate at law or in equity.
