Exhibit
10.21


 


AMENDMENT
NO. 4


TO


AMERICAN
CRYSTAL SUGAR COMPANY


2005
LONG TERM INCNETIVE PLAN


 


WHEREAS, the Board of
Directors of American Crystal Sugar Company (“ACSC”) previously adopted the
American Crystal Sugar Company 2005 Long Term Incentive Plan (the “Plan”),
generally effective January 1, 2005; and


 


WHEREAS, pursuant to Article 11
of the Plan, the Board of Directors has the authority to amend the Plan at any
time; and


 


WHEREAS, the Board of
Directors deems it necessary to amend the Plan with regard to annual Profit
Payments in the event the calculation of Profit Payments results in a loss and
to provide for repayment of benefits in the event of the restatement of ACSC’s
financial statements due to material noncompliance with financial reporting requirements.


 


NOW, THEREFORE, RESOLVED, that,
effective August 1,2010, the American Crystal Sugar Company 2005 Long Term
Incentive Plan be and it is hereby amended as follows:


 


1.             Section 6.5 of Article 6 of the Plan is hereby
amended in its entirety to read as follows:


 


“Section 6.5  Profit Payments.  Each Participant shall be eligible to receive
an annual profit payment, determined in accordance with this Section 6.5,
for each vested share of Phantom Stock held by the Participant under the Plan.
The annual profit payments payable to or on behalf of a Participant shall be
paid by the Company to the Participant, or the Participant’s Beneficiary, at
the end of each fiscal year unless the Participant has made an election to
defer the payments on forms provided by the Company.  If such an election has been made, no profit
payments shall be paid directly to the Participant or the Participant’s
Beneficiary under this Section 6.5, but shall be allocated to the
Participant’s Deferred Compensation Account and paid to the Trust for the
benefit of the Participant. The amount of each profit payment per share of
Phantom Stock shall be based on the difference between the average gross beet
payment per acre net of unit retains and the average cost of production (as
established by the Board and based upon reputable cost surveys) for the most
recent year for which data is available. 
In the event the average cost of production is greater than the average
gross beet payment per acre net of unit retains, thereby resulting in a loss
rather than a profit, a profit payment will not be paid to Participants for
that fiscal year.  Such loss will not
reduce the amount of any annual profit payments due and payable for future
fiscal years.  Profit payments shall be
made on the same schedule and with the same adjustments and partial payouts as
beet payments are made to the Company’s shareholders.”


 


2.             Section 6.6(a) of Article 6 of the Plan
is hereby amended in its entirety to read as follows:


 

















 


“(a)         Each Participant
shall be eligible to receive an annual unit retain payment as determined by the
Company and subject to this Section 6.6. 
The annual unit retain payment payable to or on behalf of a Participant
shall be paid by the Company to the Participant, or the Participant’s
Beneficiary, unless the Participant has made an election to defer the payments
on forms provided by the Company.  If
such an election has been made, no unit retain payment shall be paid to the
Participant or the Participant’s Beneficiary under this Section 6.6, but
shall be allocated to the Participant’s Deferred Compensation Account and paid
to the Trust.  The amount of each unit
retain payment shall be equal to the amount subtracted from the gross beet
payment per acre for unit retains used in the calculation of the profit
payments in Section 6.5.  Each such
unit retain payment shall be determined during the fiscal year of the Company
as may correspond to the revolvement cycle, if any, for the Company’s preferred
shareholders; it being the intention that the amount of unit retains payment to
be paid to Participants will be paid on the same schedule as unit retains are
revolved to the Company’s preferred shareholders.   In the event the unit retain is zero or
negative, no unit retain payment will be paid to Participants for that fiscal
year, and will have no effect on the amount of any unit retain payments due and
payable for future fiscal years.


 


3.             Article VI of the Plan is
hereby amended by adding the following new Section 6.8 at the end thereof:


 


“6.8         Overpayments.  If the Company discovers that a significant
restatement of the Company’s financial results is required due to material
noncompliance with financial reporting requirements, the Company shall
recalculate the number of shares of Phantom Stock awarded to the Participant
and the amount of any annual profit payments paid to the Participant for the
current fiscal year and for the three immediately preceding fiscal years.  By way of example, but not by way of
limitation, if in FY2012 the Company discovers that a significant restatement
of the Company’s financial results is required for FY2009, such recalculation
shall be made for FY2009 through FY2012. 
However, if in FY2012 the Company discovers that a significant
restatement of the Company’s financial results is required for FY2008, no such
recalculation shall be made for FY2009 through FY2012, but not for FY2008.


 


If
such recalculation results in a lower number of shares of Phantom Stock, the
Participant’s vested shares of Phantom Stock shall be adjusted to reflect such
lower number of shares.  If such
recalculation results in a lower amount for any annual profit payments, the
Participant’s Deferred Compensation Account, if applicable, shall be adjusted
to reflect such lower value.  If, as a
result of such recalculation, the Participant received any payments for shares
of Phantom Stock that should not have been awarded to the Participant or if the
Participant received any excess annual profit payments (collectively, the “Excess
Payments”), the Participant shall pay to the Company the amount of such Excess
Payments within thirty (30) days of the date that the Company provides written
notice to the Participant specifying the amount of such Excess Payments.  Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, three days after the notice
is mailed to the last known address of the Participant.  This Section 6.8 shall be administered
in accordance with the requirements


 

















 


of Code Section 409A
and the regulations, notices and other guidance of general applicability issued
thereunder.”


 


4.             Except as expressly modified herein, all other
provisions of the Plan shall remain in full force and effect.


 


IN WITNESS WHEREOF, the Chief
Executive Officer of American Crystal Sugar Company has caused this instrument
to be executed as of this 31st day of July, 2010.


 


	
   

  	
  AMERICAN CRYSTAL SUGAR COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ David A. Berg

  
	
   

  	
   

  	
  David A. Berg, Chief
  Executive Officer

  



 


	
  STATE OF MINNESOTA

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF 

  	
  )

  



 


On this
             day of
                          ,
2010, before me personally appeared David Berg, to me personally known, who,
being by me first duly sworn, did depose and say that he the Chief Executive
Officer of American Crystal Sugar Company, the corporation named in the
foregoing instrument; that the seal (if any) affixed to said instrument is the
corporate seal of said corporation, and that said instrument was signed and
sealed (if sealed) on behalf of said corporation by authority of its Board of
Directors; and he acknowledged said instrument to be the free act and deed of
said corporation.


 


	
   

  	
   

  
	
   

  	
  Notary
  Public