Exhibit
10.3


 


ANNUAL DELIVERY AGREEMENT


 


THIS AGREEMENT is entered into effective as of January 1,
2010 by and between Golden Growers Cooperative (the “Cooperative”) and the
undersigned member of the Cooperative (the “Member”).


 


WHEREAS, the Member and the Cooperative are parties to a
Uniform Member Agreement (the “Member Agreement”) by which the Member has the
right and obligation to annually deliver corn to the Cooperative;


 


WHEREAS, the parties desire to establish the method and
other terms and conditions by which Member will deliver corn to the
Cooperative; and


 


NOW, THEREFORE, in consideration of the mutual covenants
and conditions set forth herein and in the Member Agreement, the parties agree
as follows:


 


1.                                       Annual Corn
Commitment.  Member
currently owns                     
units in the Cooperative, and therefore is obligated to deliver                     
bushels of corn to the Cooperative (the “Annual Corn Commitment”) subject to
the Cooperative’s right to reduce the Annual Corn Commitment as provided in the
Member Agreement.  The Cooperative agrees
to accept Member’s delivery of the Annual Corn Commitment.


 


2.                                       Delivery Method.  Member hereby agrees that it will satisfy the
Annual Corn Commitment by utilizing the following delivery method with respect
to the bushels so designated:


 


Method
A Delivery  —                              
bushels


 


Method
B Delivery —                               
bushels


 


The
foregoing delivery method shall apply with respect to the Annual Corn
Commitment in 2010, and each subsequent year until such time as Member elects
to change the delivery method by entering into a new Annual Delivery
Agreement.  New Annual Delivery
Agreements must be executed prior to December 15 of the year prior to the
year to which the new delivery method election is to apply.


 


3.                                       Method A
Delivery Terms.  In addition
to other terms of this Agreement, the terms of the Member Agreement, and the
Articles of Incorporation and Bylaws of the Cooperative, Method A Deliveries
shall be made pursuant to the following terms and conditions:


 


a.                                       Corn Purchase
Agreement.  Member will
physically deliver all Method A bushels of corn to the location designated by
the Cooperative or its agent.  Member
will enter into a corn purchase agreement with the Cooperative, or its
designated agent, establishing the corn delivery schedule, the delivery
location, the per bushel price for corn, quality 


 


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premiums/deductions,
and other terms and conditions related to corn deliveries intended to fulfill
the Annual Corn Commitment.


 


b.                                      Quality
Specifications.  All corn
delivered by Member to the Cooperative shall be in accordance with any quality
standards set from time to time by the Cooperative or its agent.  Corn of substandard quality, as determined by
the Cooperative or its agent, shall be either (a) rejected and returned to
Member with all costs relating to the rejection and return charged to Member;
or (b) accepted with deductions and allowances made and charged against
Member because of the inferior grade, quality or condition at delivery.  If, in the sole opinion of the Cooperative,
the Member continually fails to deliver acceptable corn, the Cooperative may
terminate Member’s membership in the Cooperative as provided in the Bylaws.  The Cooperative shall use accepted grading
standards on corn delivered to the Cooperative. 
The Member agrees to observe all rules and regulations, and accept
the grading, established by the Cooperative or its agent.  Member agrees that it shall apply or use no
pesticide, chemical or other substances in a manner which could result in any
residue in or on corn delivered under this Agreement, beyond the limits
permitted by law or governmental regulations.


 


c.                                       Corn Price.  Member will be paid for Method A corn
deliveries based on the contracted price for the corn at the point of delivery,
as reflected in the corn purchase agreement to be entered into between Member
and the Cooperative or its agent.  Any
quality premiums and deductions shall be reflected in the payment for the corn.


 


d.                                      Security
Interests.  Member
shall notify the Cooperative of any security interest in Member’s corn being
delivered hereunder.  The Cooperative
shall have the right to apply payments due to the Member in satisfaction of the
secured obligation.


 


e.                                       Direct Delivery
Incentive.  Member may
receive a direct delivery incentive for delivering corn through Method A, such
incentive to be calculated on a per bushel basis in an amount to be determined
from time to time by the Board of Directors. 
The direct delivery incentive shall be uniform in amount and application
with respect to similarly situated members of the Cooperative and shall be paid
following the end of the calendar year in which the deliveries were made.


 


4.                                       Method B Delivery
Terms.  In addition to the other terms
of this Agreement, the terms of the Member Agreement, and the Articles of
Incorporation and Bylaws of the Cooperative, Method B Deliveries shall be made
pursuant to the following terms and conditions:


 


a.                                       Cooperative as
Agent.  Member hereby appoints the
Cooperative as its agent to fulfill all Method B bushels.  The Cooperative accepts such 


 


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appointment
and agrees to procure the corn necessary to fulfill such Method B bushels,
either directly or through an agent of the Cooperative.


 


b.                                      Corn Price.  The price of corn to be paid by the
Cooperative to Member for Method B bushels shall be equal to, and netted
against, the cost of corn incurred by the Cooperative in fulfilling Member’s
Annual Corn Commitment, such that no amount shall be payable by the Cooperative
to Member for corn delivered on Member’s behalf.


 


c.                                       Agency Fee.  Member shall pay the Cooperative an agency
fee, calculated on a per bushel basis, in an amount to be determined from time
to time by the Board of Directors to compensate the Cooperative for the cost of
acting as Member’s agent.  The agency fee
shall be uniform in amount and application with respect to all similarly
situated members of the Cooperative and shall be collected as an adjustment to
distributions to be made to Member, or in the absence of any such distribution,
Member will be billed for the agency fee.


 


5.                                       Income
Allocation/Distributions. 
Members who patronize the Cooperative will receive an allocation of the
Cooperative’s income/loss, and a possible cash distribution, based on patronage
in accordance with the Bylaws and the Member Agreement.


 


6.                                       Nature of
Agreement.  This
Agreement is intended to supplement the Member Agreement as contemplated
therein, and except as specifically provided herein, this Agreement shall not
be deemed to amend or modify the terms of the Member Agreement.  This Agreement shall automatically terminate
in the event of a termination of the Member Agreement.


 


IN WITNESS WHEREOF, this Agreement has been
executed as of the date set forth above.


 


	
  MEMBER

  	
  GOLDEN
  GROWERS COOPERATIVE

  
	
   

  	
   

  
	
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