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•	$900,000 annual base salary;

•	Upon the achievement of target-level performance, an annual bonus of one hundred percent (100%) of his annual base salary which will be paid on a pro-rated basis for the 2015 performance period;

•	Eligible for annual equity incentive grants pursuant to the long term incentive program under the Company’s 2014 Long Term Incentive Compensation Plan, with an anticipated grant date value of $2,000,000 , which are subject to accelerated vesting under certain specified circumstances;

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A special grant of restricted common stock to be made when Mr. Bowe commences employment with the Company, in an amount of shares equal to $1,000,000 divided by the closing price of our stock on the last trading day prior to the date of grant. Subject to accelerated vesting under certain specified circumstances, the restricted stock will vest 33 1/3% on the first anniversary of his effective date of hire, 33 1/3% on the second anniversary of his effective date of hire, and 33 1/3% on the third anniversary of his effective date of hire [to compensate for lost benefits (including equity grants) at Mr. Bowe’s previous employer] ;

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A special grant of options to acquire 325,000 shares of Company common stock, to be made when Mr. Bowe commences employment with the Company. Subject to accelerated vesting under certain specified circumstances, the stock options will vest 33 1/3% on the first anniversary of his effective date of hire, 33 1/3% on the second anniversary of his effective date of hire, and 33 1/3% on the third anniversary of his effective date of hire, and will have a 7 year term;

•	Indemnification of potential claims for forfeiture of previously issued equity grants from prior employer, not to exceed $4,000,000;

•	Appointment to The Andersons Board of Directors;

•	Reimbursement of sales commissions from sale of current home, not to exceed $400,000; twelve months temporary housing allowance not to exceed $75,000; and reasonable relocation expenses incurred for purchase of new home and travel expenses in accordance with The Company’s relocation program applicable to the Company’s senior executives;

•	All of the Company’s benefit plans or arrangements in effect from time to time with respect generally to senior executives; and

•	Reimbursement for professional fees and costs incurred in connection with the negotiation and documentation of his employment arrangements, not to exceed $50,000.

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