Exhibit 10.21


 


CLARIFYING AMENDMENT TO


 


EMPLOYMENT OFFER LETTER


 


This Clarifying
Amendment to the Employment Offer Letter by and between PHIBRO
ANIMAL HEALTH CORPORATION (the “Company”)
and Larry L. Miller (the “Executive”)
dated May 2, 2008 (the “Agreement”) is effective December 21, 2009.


 


WHEREAS, the Company and the Executive previously
entered into the Agreement; and


 


WHEREAS,
the parties desire to further clarify and amend the Agreement to reflect its compliance with the
requirements of the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). 


 


NOW, THEREFORE, the Company
and the Executive, each intending to be legally bound hereby, do mutually covenant and agree as follows:


 


1.          The
Section of the Agreement regarding Severance payments is amended to include the following provisions after the first sentence
therein:


 


“Notwithstanding
the foregoing, any amounts payable to you under this paragraph in excess of two times the lesser of (a) the sum of your
annualized compensation (based on the annual rate of pay for services provided) for the calendar year immediately preceding
the calendar year of the date of termination or (b) the maximum amount that may be taken into account under a qualified plan
pursuant to Section 401(a)(17) of the Code for the year in which the termination from employment occurs, shall be delayed to
comply with the restriction in Section 409A(a)(2)(8) of the Code concerning payments to “Specified Employees” and
paid to you in a one-time, lump sum payment on the first day
of the seventh month following your termination of employment together with interest on such cumulative amount during the
period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in
effect under Section 1274(d) of the Code on the date of termination. You shall not be considered to have terminated
employment with the Company for purposes of this section unless you would be considered to have incurred a
“termination of employment” from the Company within the meaning of Treasury Regulation §1.409A- l(h)(1)(ii).” 


 


2.         The
Section of the Agreement regarding Definitions is amended to include the following provisions:


 


(a)        The
definition of “Good Reason” is hereby clarified
to provide that you must provide the Company with written notice that identifies the manner in which you believe the Company has
created a material adverse change in your duties, responsibilities or authority, or geographic location where you must perform
services, within 90 days of the initial existence of such condition.


 


(b)        The
term “Specified Employee” shall mean an employee who for the 12 month period beginning on the first day of the fourth
month following each “Identification Date” is a


 




    	 



    	 



    

 


“key employee” (as defined in Section 416(i) of
the Code without regard to Section 416(i)(5) thereof) of the Company at any time during the 12-month period ending on the “Identification
Date”.


 


3.          The
Agreement is amended to include the following provisions regarding Section 409A of the Code:


 


“Section 409A Compliance.
The terms of this Agreement are intended to comply with the requirements under Section 409A of the Code and regulations thereunder.
To the extent that any provision in this Agreement is ambiguous as to its compliance with section 409A, the provision shall be
read in such a manner so that no payments due under this Agreement shall be subject to an “additional tax” as defined
in Section 409A(a)(1)(B) of the Code. For purposes of Section 409A, each payment made under this Agreement shall be treated as
a separate payment. In no event may you, directly or indirectly,
designate the calendar year of payment. You further acknowledge that any tax liability incurred by you under Section 409A of the
Code is solely your responsibility.”


 


IN WITNESS WHEREOF, the parties have executed
this Clarifying Amendment to the Agreement as of the date first above written. Except as amended herein, the Agreement shall remain
in full force and effect.


 








	PHIBRO ANIMAL HEALTH CORPORATION	 	 
	 	 	 
	/s/
    Jack C. Bendheim	 	/s/ Larry
    L. Miller
	 	 	 
	By: 	  Jack C. Bendheim 	 	Larry L. Miller
	 	 	 	 
	Title: 	   Chairman 	 	 







 




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