chslongtermincentiveplan







Exhibit 10.5    LONG-TERM INCENTIVE PLAN    Plan XIII (2013 – 2015)         Purpose and Objective      Our mission at CHS is to improve company profitability and shareholder value.  The CHS Long-Term Incentive Plan   is provided to executives and key employees who can have influence on long-term business success.      The objectives of this Plan are to:    Link a component of the participants’ pay with long-term business performance    Encourage executives to provide competitive returns to our shareholders’ equity over the long term    Maintain a competitive pay element    Retain key executives and employees         Plan Name and Effective Date      The name of this Plan is CHS Long-Term Incentive Plan, Plan XIII.  This is a three (3) year performance plan,   effective from September 1, 2012 through August 31, 2015.       New three year performance periods begin each fiscal year. Therefore, there are three plans in operation   concurrently as illustrated below.               Performance Measurement      The CEO and the CFO establish the company Return on Adjusted Equity (ROAE) threshold, target, maximum and   superior performance levels.  These levels are approved by the Board of Directors.  CHS must meet the established   ROAE threshold level before participants can receive awards from this Plan.      The following chart includes Plan XIII’s established ROAE measures and the required Net Income to reach each   ROAE level.      ‘000S excluded THRESHOLD LEVEL TARGET LEVEL MAXIMUM LEVEL   SUPERIOR   PERFORMANCE LEVEL   Return On Adjusted Equity 8.0% 10.0% 14.0% 20.0%   Three Year 2013-2015 Net Income   Required to Achieve ROAE $1,275,522 $1,559,644 $2,127,890 $2,980,259         Award Opportunities and Calculation        The award opportunity potential is expressed as a percentage of each participant’s average salary over the three-   year Plan period.   The award opportunity percent varies by position and grade level. The salary and percent   opportunity used to calculate the award are based on status as of August 31st of each of the plan years.  Awards   for new participants will be pro-rated based upon full month(s) participation out of the 36 month plan performance   period.         2013 2014 2015 2016 2017   2013‐2015 Plan   2014‐2016 Plan   2015‐2017 Plan        





 







Final 11-10-14    Page 2   Eligibility      Participants are nominated by members of the CHS Senior Leadership team (“SLT”), and must be approved by the   SLT.  The SLT shall review and approve any potential participants, and grant approval for continuation for all new   and current participants on an annual basis.       Participants may forfeit their eligibility for an award for the entire three-year plan period if it is determined that they   have failed to meet job performance criteria and standards, which includes but is not limited to Needs Improvement   performance rating, acts of misconduct, dishonesty or violation of CHS policies and procedures.  Any award forfeitures   must be approved by the CEO and plan administrators.      Plan Accrual, Award and Vesting      While this plan is in operation it has the potential to be running concurrently with two other three-year plans.    Provisions have been made to spread awards out among concurrent plans to ensure that no plan is overly   influenced by a single year’s performance.        The following chart provides a hypothetical example to demonstrate a typical performance/measurement period,   award, and vesting schedule.              This example shows that Plan XIII is accrued based on Fiscal Year 2013–2015 performance, and awarded in   November of 2015.  Funds are vested 1/3 each year, beginning January 2016, and are subject to the provisions of   the CHS Deferred Compensation Plan.       Administration      The CFO and Senior Vice President of Human Resources administer this Plan.        The Plan Administrators will:    Communicate plan design to participants    Review and report the results of each Plan     Ensure accurate and timely distribution of awards      Award Approval Process      At the conclusion of the Plan period, the CFO and Senior Vice President of Human Resources will prepare a report   summarizing CHS performance results against the established Plan, which shall determine individual awards, and   communicate your personal LTI award.  After the completion of the annual company financial audit, Long Term   Incentive Awards are credited to your CHS Deferred Compensation Plan account and are subject to the operating   rules of the CHS Deferred Compensation Plan.      Note: Awards for achieving results from 8% ROAE through 20% ROAE will be contributed to the CHS Deferred   Compensation plan. However, due to IRC section 409A rules, award deferrals must be handled as follows:   ‐ Awards earned for results up to 14% ROAE can be deferred as the participant chooses   Fiscal Plan   Period   Year   2013   2014   2015   2016 1/3 $80,000 $80,000 Jan-16   2017 1/3 $80,000 1/3 $80,000 $160,000 Jan-17   2018 1/3 $80,000 1/3 $80,000 1/3 $80,000 $240,000 Jan-18   2019 1/3 $80,000 1/3 $80,000 1/3 $80,000 $240,000 Jan-19   2020 1/3 $80,000 1/3 $80,000 1/3 $80,000 $240,000 Jan-20   2021 1/3 $80,000 1/3 $80,000 *$240,000 Jan-21   2022 1/3 $80,000 *$240,000 Jan-22   Total Award*   Award Contribution   to DCP   2013-2015 2017-2019   Plan   Measurement   Period   $240,000   Vested Funds   Per Year   Vesting   Dates   2016-2018   $240,000 $240,000 *Assumes subsequent plans pay   out at $240,000   2015-2017   Plan   Measurement   Period   November 2015 November 2016 November 2017 November 2018   2014-2016   $240,000   November 2019   Plan   Measurement   Period Plan   Measurement   Period Plan   Measurement   Period   $240,000    





 







Final 11-10-14    Page 3   ‐ Awards earned for results beyond 14% ROAE will be paid to the participant in cash when the award   is fully vested in January 2018.     The table below provides an illustration.      DISTRIBUTION ELECTIONS PER 409A RULES    Award Attributable to Award Attributable to   >14% ROAE Award Level 8% ROAE   10%   ROAE   14%   ROAE   Plan 2013-2015 Participant Makes   Distribution Elections   Award Deferred to Full Vesting Date - 1-1-18   And Paid in Cash   Plan 2014-2016 Participant Makes Distribution Elections   Note: Beginning with the 2014-2016 Plan you will be able to make distribution elections on your entire award.      Effect on Change in Employment Status      New Participants   Participants must be in a plan a minimum of six months in order to be eligible for an award. Awards for new   participants will be pro-rated based upon full month(s) participation out of the 36 month plan performance period.       Employees who are approved and enroll in the CHS Deferred Compensation Plan by the last day in February will   have awards directed to the CHS Deferred Compensation Plan, and are subject to terms of the plan. Participants   approved after this date will begin participation in the CHS Deferred Compensation Plan September first of the   following fiscal year.        Retirement, Death or Permanent Disability   Current Plan in Operation: Participants who retire (defined as age 55 and 10 years Credited Service or age 65 as   defined by CHS Deferred Compensation Plan rules), die or become permanently disabled during a plan period will   receive any potential award for the plan period prorated by the number of full month(s) of participation in the 36   month plan performance period. Participants must be in a plan a minimum of six months in order to be eligible for   an award. The pro-rated award will be determined and processed after the conclusion of the plan period in   accordance with normal plan procedures.  This award will immediately vest and will be subject to the provisions of   the CHS Deferred Compensation Plan.      Previous Plan(s): Participants who retire (defined as age 55 and 10 years Credited Service or age 65 as defined by   CHS Deferred Compensation Plan rules), die or become permanently disabled will receive all earned, yet   unvested, awards from previous plan(s), as they will immediately vest.  All awards remain subject to the provisions   of the CHS Deferred Compensation Plan.      Termination   Participants who terminate, or are terminated during the term of the Plan, will forfeit all rights to un-awarded plan   benefits and any non-vested awards being held in the CHS Deferred Compensation Plan. Vested awards are subject   to the provisions of the CHS Deferred Compensation Plan.      Non-Recurring Events      Non-recurring business events, which have a substantial impact on CHS financial results during the Plan period,   may be excluded from the calculations for determining awards.  Such events could include major gains or losses   from acquisitions (including planned short-term losses), divestitures, lawsuits, significant business write-offs,   casualty losses, or a sale of assets.      Amounts to be excluded will be determined by the CEO and CFO, and approved by the Board of Directors.      Amendments or Termination of Plan      During the course of any three year plan, CHS may amend or terminate this Plan without prior notification or the   consent of the participants.  Once the three year measurement period is completed and audited, awards cannot be   modified or terminated.      Nothing in this plan can be interpreted as a contract for employment, continued employment or continued   participation in the CHS Long Term Incentive Plan, or in any other CHS compensation or benefit program.