ADM EMPLOYEE STOCK PURCHASE PLAN
13.
Administration of the Plan
.
13.1.
Authority of the Committee
. This Plan shall be administered by the Committee. Subject to the express provisions of the Plan and
applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to:
(a) Determine when each Purchase Period under this Plan shall occur, and the terms and conditions of each related Offering (which need not be
identical);
(b) Designate from time to time which Affiliates of ADM shall be eligible to participate in the Plan;
(c) Construe and interpret the Plan and establish, amend and revoke rules, regulations and procedures for the administration of the Plan. The
Committee may, in the exercise of this power, correct any defect, omission or inconsistency in the Plan, in such manner and to the extent it may deem necessary, desirable or appropriate to make the Plan fully effective;
(d) Exercise such powers and perform such acts as the Committee may deem necessary, desirable or appropriate to promote the best interests of
ADM and its Designated Affiliates and to carry out the intent that the Offerings made under the Plan are treated as qualifying under Code § 423(b);
(e) As more fully described in Sec. 18, to adopt such rules, procedures and
sub-plans
as may be
necessary, desirable or appropriate to permit participation in the Plan by employees who are foreign nationals or employed outside the United States by a
non-U.S.
Designated Affiliate, and to achieve tax,
securities law and other compliance objectives in particular locations outside the United States; and
(f) Adopt and amend, as the Committee
deems appropriate, a Plan rule specifying that Shares purchased by a Participant during a Purchase Period may not be sold by the Participant for a specified period of time after the Purchase Date on which the Shares were purchased by the
Participant, and establish such procedures as the Committee may deem necessary to implement such rule.
13.2.
Interpretations and
Decisions by the Committee
. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan shall be within the sole discretion of the Committee, may be
made at any time and shall be final, conclusive, and binding upon all persons, including ADM, any Affiliate, any Participant and any Eligible Employee.
13.3.
Delegation by the Committee
. Subject to the terms of the Plan and applicable law, the Committee may delegate ministerial duties
associated with the administration of the Plan to such of ADMs officers, employees or agents as the Committee may determine.
13.4.
Indemnification
. No member of the Board or Committee shall be liable for any action taken or determination made in good faith with respect to the Plan. In addition to such other rights of indemnification as they may have as members of the
Board or officers or employees of ADM or a Designated Affiliate, members of the Board and Committee and any officers or employees of the ADM or Designated Affiliate to whom authority to act for the Committee is delegated shall be indemnified by ADM
from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act or omission to act in connection with the performance of such persons duties, responsibilities and obligations under the Plan if such
person has acted in good faith and in a manner that he or she reasonably believes to be in, or not opposed to, the best interests of ADM.
14.
Changes
in Capitalization and Corporate Transactions
.
14.1.
Adjustments
. In the event of any change in the Common Stock of
ADM by reason of a stock dividend, stock split, reverse stock split, corporate separation, recapitalization, merger, consolidation, combination, exchange of shares and the like, the Committee shall make such equitable adjustments as it deems
appropriate in the aggregate number and class of Shares or other securities available under this Plan, the Share limitation referred to in Sec. 5.1(b) of the Plan, if any, and the number, class and purchase price of Shares or other securities
subject to purchase under any pending Offering.
14.2.
Corporate Transactions
. In the event of a Corporate Transaction, each right to
acquire Shares on any Purchase Date that is scheduled to occur after the date of the consummation of the Corporate Transaction may be continued or assumed or an equivalent right may be substituted by the surviving or successor corporation or a
parent or subsidiary of such corporation. If such surviving or successor corporation or parent or subsidiary thereof refuses to continue, assume or substitute for such outstanding rights, then the Board may, in its discretion, either terminate the
Plan or shorten the Purchase Period then in progress by setting a new Purchase Date for a specified date before the date of the consummation of the Corporate Transaction. Each Participant shall be notified in writing, prior to any new Purchase Date,
that the Purchase Date for the existing Offering has been changed to the new Purchase Date and that the Participants right to acquire Shares will be exercised automatically on the new Purchase Date unless prior to such date the
Participants
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ADM Proxy Statement 2018
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B-5
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