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Exhibit 10.28

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into effective as of the 15th day of May, 1998 by and between American Crystal Sugar Company ("Company") and
James J. Horvath ("Executive").

WHEREAS, Company has named Executive as its President and Chief Executive Officer;

WHEREAS, Executive has given faithful service to the Company and has agreed to serve as the President and Chief Executive Officer as an
"at will" employee of the Company;

WHEREAS, Executive is a participant in certain benefit plans, including but not limited to (i) Retirement Plan A, a plan
qualified under Section 40 1(a) of the Internal Revenue Code and which is maintained by Company (the "Pension Plan") and (ii) the Supplemental Executive Retirement Plan, a nonqualified
supplemental retirement plan maintained by Company (the "SERP");

WHEREAS, in consideration of Executive's service on behalf of the Company and acceptance of the position of President and Chief
Executive Officer on an at will basis, the parties desire to provide for certain supplemental benefits to be made available to Executive and his spouse;

WHEREAS, Company and Executive recognize that, in performing his past and anticipated future job-related duties and
responsibilities, Executive has had, and will in the future have, extensive access to Company's confidential manufacturing, financial, accounting, human resources and marketing information; and has
had, and will have, opportunities to cultivate valuable business relationships with Company's customers; and

WHEREAS, Company desires to continue to employ Executive, and Executive desires to continue to be employed by Company, pursuant to the
terms and conditions of this Agreement. It is understood that Executive will continue to be subject to the same policies, terms and conditions as those described in Company's employee handbook, other
policies and employee benefit plans, except as otherwise specifically provided in this Agreement.

NOW THEREFORE,in consideration of the foregoing and the mutual terms and conditions set forth herein, the parties agree as follows:

1.  TERM OF EMPLOYMENT.Company and Executive expressly agree that they have an "at will" employment
relationship, which means that either party has the right to terminate the employment relationship at any time and for any reason, with or without cause. The reason for the termination, as set forth
in Paragraph 6, will determine the amount of post-termination payments upon termination, as set forth in Paragraph 7.

2.  DUTIES.Effective May 15, 1998, Executive shall be employed in the capacity of, and shall
hold the title of, President and Chief Executive Officer. Executive shall assume primary responsibility for his job titles, reporting responsibilities and duties which are assigned, and may be changed
from time to time, by Company's Board of Directors, subject to the laws of the United States and the State of Minnesota, and subject to the terms and provisions of Company's Articles of Incorporation
and Bylaws. Executive shall be responsible for providing Company with such technical or other expertise as is within the areas of Executive's knowledge and professional experience. Executive agrees to
devote his full time, attention, effort and skill to the performance of his job duties.

3.  RELATIONSHIP BETWEEN PARTIES.The relationship between Company and Executive shall be that of
employer and employee. Nothing contained herein shall be construed to give Executive any interest in the assets of Company. All of the records of any and all business ventures in which Company from
time to time may become involved, and all of the records and files pertaining to Company's suppliers, licensors, licensees and customers are herein specifically acknowledged to be the property of
Company and not that of Executive.

4.  COMPENSATION.As compensation for all of Executive's services under this Agreement, subject to the
provisions of Paragraph 7, Company agrees to provide Executive the following compensation, reimbursements and benefits:

a.Base Salary.Company will pay Executive a gross base salary (the "Base Salary"), payable in
accordance with Company's standard payroll practices and withholdings. Executive's initial gross Base Salary shall be based on an annual rate of $388,840 per year. The Base Salary shall be subject to
annual performance review and adjustment by Company's Board of Directors.

b.Incentive Awards.As additional compensation, Executive may be eligible to receive discretionary
annual bonuses and/or long term incentive compensation ("Incentive Awards") pursuant to the terms and conditions of Company's short term (annual) bonus program and/or Company's Long Term Incentive
Plan (jointly referred to as "Incentive Plans"). With reference to the Incentive Plans, the parties understand as follows:



c.Automobile.Company will provide Executive with the use of a Company automobile, pursuant to
reasonable rules and conditions as established from time to time by the Company. Upon termination of employment, Executive shall be given the option of purchasing the automobile provided by the
Company at its then fair market value.

d.Business Expenses.Company shall reimburse Executive for any and all ordinary, necessary and
reasonable business expenses that Executive incurs in connection with the performance of Executive's duties under this Agreement, including entertainment, telephone, travel and miscellaneous expenses,
provided that Executive obtains proper approval for such expenses pursuant to Company's practices and procedures and that Executive provides Company with documentation for such expenses in a form
sufficient to sustain Company's deduction for such expenses under the Internal Revenue Code.

e.Standard Benefits.Except as otherwise provided in this Agreement, Company shall continue to provide
Executive with the same time off pay (e.g., vacation), health, disability and life insurance coverage provided generally to other employees of Company, and to continued participation in Company's
other employee benefit plans which are presently existing or which may be established in the future by Company for its employees. It is understood that no references in this Agreement to particular
employee benefit plans established or maintained by Company are intended to change the terms and conditions of these plans or to preclude Company from amending or terminating any such benefit plans.

f.Supplemental Payment Relating to Medical and Dental Coverage.Company agrees that in the event the
Executive (1) incurs a termination of employment with the Company after reaching age 60 and is not discharged by the Company for "cause" (as such term is defined in Subparagraph

6(c) of this Agreement); (2) or incurs a termination of such employment on account of his "disability" (as such term is defined in Subparagraph 6(b) of this Agreement) or death, then in each
such case it will make reimbursements to the Executive and his spouse pursuant to the following requirements:



Notwithstanding
the prior provisions of this Subparagraph 4(f), if prior to the date that the Executive reaches age 55, the Executive's employment with the Company is terminated by the Company and the
Executive is not discharged by the Company for "cause" (as such term is defined in Subparagraph 6(c) of this Agreement), the Company will provide the benefits described in the preceding provisions of
this Subparagraph 4(f), except that the reimbursement amount will be one half of the total premiums for the benefits described under those provisions.

g.Supplemental Pension Benefit.In the event that the Executive (1) incurs a termination of
employment with the Company after reaching age 60 and is not discharged by the Company for "cause" (as such term is defined in Subparagraph 6(c) of this Agreement); or (2) incurs a termination
of such employment on account of his "disability" (as such term is defined in Subparagraph 6(b) of this Agreement); then in each such case a supplemental benefit will be payable by the Company to or
on behalf of the Executive commencing as of the first day of the month following the month such employment is terminated and continuing on a monthly basis thereafter for the remainder of the
Executive's life. The amount of the monthly payments shall be equal to the difference between:



It
is the intention of the parties that the monthly payments to which the Executive will be entitled under this Subparagraph (4)(g) shall be equal to that which would have been received by the
Executive had he remained in the employ of the Company until he attained age 65 and received credit under the Pension Plan and the pension plan account under the SERP for thirty (30) years of
service with the

Company, and had the Executive's benefits under the Pension Plan and the pension plan account under the SERP not been reduced to take into account any election for the payment of a death benefit to
his spouse.

The
prior provisions of this Subparagraph (4)(g) are meant to describe the method for determining a benefit to the Executive. The actual form and timing of payment shall be elected by the Executive
consistent with the options and method described in the payment of benefits section of the SERP and the actuarial equivalence calculation necessary to determine the amount or amounts to be paid shall
be made using the assumptions stated in such section of the SERP. Such an election shall be made at the time of this Agreement and may be changed at a later date; however, a change or changes will not
be effective until the calendar year following the calendar year in which the change or changes were elected by the Executive. Further, an attempted change in the form of payment or in the benefit
commencement date will not be effective if the Executive has incurred a termination of employment with the Company for any reason (including death) during or prior to the calendar year in which such
change in the payment election is made. Absent a distribution election, distribution will be made in a lump sum as soon as practicable after the Executive's termination of employment with the Company.

h.Supplemental Early Retirement Benefit.If, prior to the date that the Executive reaches age 55,
(1) the Executive's employment with the Company is terminated by the Company and the Executive is not discharged by the Company for "cause" (as such term is defined in Subparagraph 6(c) of this
Agreement); or (2) the Executive incurs a termination of such employment on account of his "disability" (as such term is defined in Subparagraph 6(b) of this Agreement); then in each such case
a supplemental benefit will be payable by the Company to or on behalf of the Executive commencing as of the first day of the month following the month that the Executive reaches age 55 and continuing
on a monthly basis thereafter for the remainder of the Executive's life. The amount of the monthly payments shall be equal to the difference between:



The
prior provisions of this Subparagraph (4)(h) are meant to describe the method for determining a benefit to the Executive. The actual form and timing of payment shall be elected by the Executive
consistent with the options and method described in the payment of benefits section of the SERP and the actuarial equivalence calculation necessary to determine the amount or amounts to be paid shall
be made using the assumptions stated in such section of the SERP. Such an election shall be made at the time of this Agreement and may be changed at a later date; however, a change or changes will not
be effective until the calendar year following the calendar year in which the change or changes were elected by the Executive. Further, an attempted change in the form of payment or in the benefit
commencement date will not be effective if the Executive has incurred a termination of employment with the Company for any reason (including death) during or prior to the calendar year in which such
change in the payment election is made. Absent a distribution election, distribution will be made in a lump sum as soon as practicable after the Executive's termination of employment with the Company.



i.Supplemental Death Benefit.If the Executive becomes entitled to a benefit under Subparagraph (4)(g)
and subsequently dies, or if the Executive dies prior to terminating employment with the Company, the Executive's spouse at the time of the Executive's death shall be entitled to a monthly payment for
the remainder of her life in an amount equal to the difference between:



The
parties acknowledge and agree that it is their intention that the Executive's spouse will be entitled to monthly payments for her life under this Agreement and from the Plan and SERP in an amount
equal to the monthly payments from the same sources being received by the Executive at the time of his death (or in the case of his death before termination of employment, the payments he would have
been entitled to had he met the requirements for a benefit under Subparagraph 4(g)), unless a former spouse is receiving benefits under the Pension Plan or SERP subsequent to the Executive's death in
which case those monthly payments will be reduced by payments made to the former spouse from such Pension Plan and SERP.

The
prior provisions of this Subparagraph (4)(i) are meant to describe the method for determining a benefit to the Executive's spouse. Payment shall actually be made in the form of a lump sum
as soon as practicable after the Participant's death. The actuarial equivalence calculation necessary to determine the amount to be paid shall be made using the assumptions used under the SERP for a
death benefit under the SERP.

j.Life Insurance.In the event the Executive (1) incurs a termination of employment with the
Company after reaching age 60 and is not discharged by the Company for "cause" (as such term is defined in Subparagraph 6(c) of this Agreement); or (2) incurs a termination of such employment
on account of his "disability" (as such term is defined in Subparagraph 6(b) of this Agreement); then in each such case the Company shall provide the Executive with life insurance coverage from the
date the Executive's employment with the Company is terminated until he attains age 65 in an amount equal to the base salary of the Executive as of the date such employment is terminated. However, if
the Executive becomes entitled to such coverage, coverage will be a lesser amount from age 65 to age 70 equal to 50% of his base salary as of the date such employment is terminated and such coverage
will be equal to 25% of such base salary after age 70.

In
the event that the Company is for any reason prohibited from providing such coverage to the Executive by virtue of applicable state or federal law, or if such provision would cause material adverse
tax consequences as to the Company, the Company shall be relieved of its obligation to provide such benefit and the parties hereto shall use their best efforts to reach a mutual agreement with respect
to permissible benefits to be provided in lieu of such insurance.

The
parties recognize that premium payments made under this Subparagraph 4(j) may be included in the Executive's taxable income.

All
benefits described in Paragraphs (1) through (j) above shall be paid by the Company out of its general assets and no assets shall be set aside or otherwise obligated for purposes of
paying such benefits.

k.Changes.No reference in this Agreement to any policy or any employee benefit plan established or
maintained by Company shall preclude Company from changing any such policies or amending or terminating any such benefit plans; provided, that, such change, amendment or

termination shall not cause an amendment of this Agreement without the written approval of the parties as provided in Paragraph 12.

l.Withholding Taxes.Company may withhold from any compensation, reimbursements and benefits payable
to Executive all federal, state, city and other taxes as shall be required pursuant to any law or governmental regulation or ruling.

m.Termination.Except as otherwise stated in this Agreement, Company's obligations under
Paragraph 4 will cease upon the date of Executive's termination of employment.

5.  BUSINESS PROTECTIONS TO COMPANY.

a.Non-Disclosure of Trade Secrets and Confidential Information.Executive shall not during
the term of his employment or at any time thereafter divulge, furnish or make accessible to anyone or use in any way other than for the benefit of Company in the ordinary course of business of Company
any trade secrets or confidential information of Company which Executive has acquired or has become acquainted with or will acquire or become acquainted with during the term of his employment, whether
developed by him or by others. Confidential information includes any information or compilation of information that derives independent economic value from not being generally known or readily
ascertainable by proper means by other persons and which relates to any aspect of Company's business, including, but not limited to, trade secret information relating to Company's scientific
technology, processes and products; research and development; Company's philosophies and strategies; vendor and customer lists; all information with respect to "Inventions" described in Subparagraph
c. of Paragraph 5; and any confidential information of a vendor, licensor, licensee or customer which has been divulged to Company by such individuals or entities. All information disclosed to
Executive, or to which he obtains access, whether originated by him or by others, during the period of his employment, which he has reasonable basis to believe to be confidential information, or which
is treated by Company as being confidential information, shall be presumed to be confidential information.

b.Non-Competition/Non-Solicitation of Customers or Employees.Executive agrees
that he will devote all of his time, attention, knowledge and skill solely and exclusively to the business and interests of Company. Executive expressly agrees that during the term o. his employment
by Company he will not, without the prior written consent of Company, be interested or involved, directly or indirectly, in any form, fashion or manner, as a partner, officer, director, stockholder,
adviser, employee, agent or in any other form or capacity, in any other business competitive with Company's business, or which, had Executive presented the opportunity to Company, is so closely
related to Company's business that such opportunity could have been pursued by Company. Executive also agrees that he will bring any business opportunity that Company may be interested in to Company's
attention.

Executive
further agrees that for a period of three years after termination of his employment with Company for whatever reason, whether voluntary or involuntary, Executive will not,
directly or indirectly, either for himself or for any other person, firm, company or corporation, engage in or otherwise affiliate with any business operation engaged in competition with Company, or
call upon,
solicit, divert, or attempt to solicit or divert business from any person, firm or corporation which was a customer of Company during Executive's employment with Company. Executive agrees and
acknowledges that Company's natural trade area is international in its geographic scope, and therefore that it is reasonable that the restrictions set forth in this paragraph pertain to all states in
the United States of America and all other countries in which Company does business.

Further,
for a three year period after Executive's termination of employment for any reason, whether voluntary or involuntary, Executive agrees not to solicit or induce any of
Company's employees to terminate their employment relationship with Company, for any reason.

The
term "customer" of Company as used herein shall be defined and construed to mean any and all persons, partnerships, trusts, corporations or other entities which were customers of
Company, or any of Company's related companies or affiliates, at any time during Executive's employment.

c.Non-Disparagement.During the period of Executive's employment and for an unlimited
period thereafter, Executive agrees not to make any disparaging remarks of any sort or otherwise communicate any disparaging remarks about Company or any of its shareholders, directors, officers or
employees, directly or indirectly, to any of Company's employees, shareholders, directors, customers, vendors, competitors, or other people or entities with whom Company has a business or employment
relationship.

d.Return of Confidential Information Upon Termination of Employment.Upon the termination of his
employment, Executive agrees to deliver promptly to Company all originals and copies of records, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, data, tables,
accounts, calculations and copies thereof, which are the property of Company or which relate in any way to the business, products, customers, practices or techniques of Company, and all other
property, trade secrets and confidential information of Company, including, but not limited to, all documents which in whole or in part contain any trade secrets or confidential information of
Company, which in any of these cases are in his possession or under his control.

e.Cooperation in Claims.During the period of Executive's employment and for an unlimited time
thereafter, at the request of Company, Executive will cooperate with Company with respect to any claims or lawsuits by or against Company where Executive has knowledge of the facts involved in such
claims or lawsuits. Such cooperation shall include, but shall not be limited to, Executive providing reasonable deposition, hearing and trial testimony and making himself available at reasonable times
to prepare for such testimony with Company's attorneys; responding to questions that may be posed from time to time by Company's attorneys regarding such claims or lawsuits; declining to voluntarily
aid, assist or cooperate with any party who has claims or lawsuits by or against Company, or with their attorneys or agents; and notifying Company and Company's attorneys when and if the Executive is
contacted by other parties or their attorneys or agents involved in actions by or against Company. Nothing in Subparagraph 5.e. shall prevent Executive from honestly testifying at an administrative
hearing, arbitration, deposition or in court, in response to a lawful and properly served subpoena in a proceeding involving Company. Company agrees to pay, or reimburse Executive, for any out of
pocket expenses which he incurs relating to his cooperation. If Executive forfeits compensation from other employment as a result of meeting his requirements under this subparagraph, Company agrees to
compensate Executive in an amount equal to the amount of compensation forfeited.

f.Remedies.The parties recognize and agree that, because the breach by Executive of the provisions of
Paragraph 5 would result in damages difficult to ascertain, Company shall be entitled to injunctive and other equitable relief to prevent a breach or threatened breach of the provisions of
Paragraph 5.
Accordingly, Executive specifically agrees that Company shall be entitled to temporary and permanent injunctive relief to enforce the provisions of Paragraph 5 and that such relief may be
granted without the necessity of proving actual damages. Such injunctive or equitable relief shall be in addition to and not in lieu of any right to recover money damages for any such breach. Further,
if Executive violates any portion of Paragraph 5, in connection with any suit at law or in equity, Company shall be entitled to an accounting, and to the repayment of all profits, compensation,
commissions, fees, royalties or other enumeration which Executive or any other entity or person may have either directly or indirectly realized and/or may realize, as a result of, growing out of, or
in connection with Executive's violations; and if Company prevails against Executive in a legal action for violation of any portion of Paragraph 5, Company shall be entitled to collect from
Executive any attorney's fees and costs incurred in bringing any action to enforce the terms of Paragraph 5, as well as any attorney's fees and costs for the collection of any judgments in
Company's favor arising out of Executive's violations.

g.Enforceability.Executive agrees that considering Executive's relationship with Company, and given
the terms of this Agreement, the restrictions and remedies set forth in Paragraph5are reasonable. Notwithstanding the foregoing, if any of the
covenants set forth above shall be held to be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable parts
have not been included therein. In the event the provisions relating to time periods and/or areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum time
periods or areas of restriction permitted by law, then such time periods and areas of restriction shall be amended to become and shall thereafter be the maximum periods and/or areas of restriction
which said court deems reasonable and enforceable. Executive also agrees that Company's action in not enforcing a particular breach of any part of Paragraph 5 will not prevent Company from
enforcing its rights as to any other breach that Company discovers, and shall not operate as a waiver by Company against any future enforcement of a breach.

h.Other Obligations.It is intended that the obligations of Executive to perform pursuant to the terms
of Paragraph5are unconditional and do not depend on the performance or nonperformance of any agreements, duties or obligations between Company and
Executive not specifically contained in this Agreement. Paragraph 5 shall survive the termination of Executive's employment, regardless of the reason for termination.

6.  TERMINATION.Executive's employment will or may be terminated at any time as follows:

a.Death.Executive's employment shall terminate upon Executive's death.

b.Disability.Executive's employment shall terminate if Executive sustains a disability which is
serious enough that Executive is not able to perform the essential functions of Executive's job, with or without reasonable accommodations, as defined and if required by applicable state and federal
disability laws. Executive shall be presumed to have such a disability for purpose of this Agreement if Executive qualifies, because of illness or incapacity, to begin receiving disability income
insurance payments under the long term disability income insurance policy that Company makes available for the benefit of its employees generally. If there is no such policy in effect at the date of
Executive's potential disability, or if Executive does not qualify for such payments, Executive shall nevertheless be presumed to have such a disability if Executive is substantially incapable of
performing Executive's duties for a period of more than twelve (12) weeks.

c.For Cause.Company may terminate Executive's at will employment at any time for Cause. "Cause" shall
be defined as:



d.Voluntary Resignation/Retirement.Executive may, upon sixty (60) days written notice,
voluntarily resign and/or retire from Executive's at will employment at any time and for any reason. During the sixty (60) days after notice is given, Executive agrees that he shall continue to
render his normal services to Company, and Company agrees that it shall continue to pay him his regular rate of compensation.

e.Without Cause "At Will".Company may, upon written notice, terminate Executive's at will employment
without cause. In other words, Company can terminate Executive's at will employment at any time and for any reason, by giving Executive written notice.

7.  PAYMENTS UPON TERMINATION.

a.Death.If Executive's employment is terminated due to the death of Executive, Executive's estate or
heirs, as appropriate, shall be paid (i) Executive's monthly Base Salary (or other applicable benefits) through the date of death; (ii) any benefits payable under any life insurance
policy maintained by Company for the benefit of Executive at the time Executive's death occurred; (iii) Executive's accrued but unpaid time off pay (including, but not limited to,
vacation) (iv) any unpaid expense reimbursement; (v) any vested incentive Awards owing to Executive pursuant to the terms and conditions of the Incentive Plans; and
(vi) Executive's other accrued benefits, if any, under any of Company's other employee benefit plans (e.g., pension plan, 401(k) plan, the SERP), subject to the terms and conditions of those
plans. In the event of a termination of employment as a result of Executive's death, Executive understands that no Incentive Awards will be granted to Executive for the fiscal year in which the
termination of employment takes place.

b.Disability.If Executive's employment is terminated due to Executive's Disability, Executive shall
be paid (i) the applicable employee benefit (e.g. paid leave, sick leave, unpaid leave, disability benefits, etc.) through the date of termination; (ii) any benefits payable under any
disability policy made available to Executive by Company for the benefit of Executive at the time of Executive's disability (iii) Executive's accrued but unpaid time off pay (including, but not
limited to, vacation); (iv) any unpaid expense reimbursement; (v) any vested Incentive Awards owing to Executive pursuant to the terms and
conditions of the incentive Plans; and (vi) Executive's other accrued benefits, if any, under any of Company's other employee benefits plans (e.g., pension plan, 401(k) plan, the SERP), subject
to the terms and conditions of those plans. In the event of a termination of employment as a result of Executive's disability, Executive understands that no Incentive Awards will be granted to
Executive for the fiscal year in which the termination of employment takes place.

c.For Cause/Voluntary Resignation/Retirement.If Company terminates Executive's employment for Cause,
or if Executive voluntarily resigns and/or retires from his employment, Executive shall be paid (i) Executive's monthly Base Salary through the date of termination; (ii) Executive's
accrued but unpaid time off pay (including, but not limited to, vacation); (iii) any unpaid expense reimbursement; and (iv) any vested incentive Awards owing to Executive pursuant to the
terms and conditions of the Incentive Plans; and (v) Executive's other accrued benefits, if any, under any of Company's other employee benefit plans (e.g., pension plan, 401(k) plan, the SERP),
subject to the terms and conditions of those plans. In the event of a termination for Cause by Company, or a voluntary termination by Executive, Executive understands that no Incentive Awards will be
granted to Executive for the fiscal year in which the termination of employment takes place.

If
Executive voluntarily resigns and/or retires from his employment, Company may, at its sole option, waive some portion or all of the 60-day notice period; and continue
to pay Executive his full Base Salary as well as all benefits for the remainder of the 60-day notice period, with the understanding that Executive will have no rights or obligations to
provide employment services. In other words, the effective date of the resignation or retirement will not be changed; and Company's compensation obligations, as set forth in Paragraph 4, will
continue through the designated date of resignation or retirement, although Executive will not be performing services during that period of time. The parties expressly agree that, should Company
choose to waive some portion or all of the 60-day notice period under this provision, it will nevertheless be treated as a voluntary resignation and/or retirement; it will not be treated
as a termination without cause.

d.Without Cause At Will.If Company terminates Executive's at will employment without Cause, Executive
shall be paid (i) Executive's monthly Base Salary through the date of termination; (ii) Executive's accrued but unpaid time off pay (including, but not limited to, vacation);
(iii) any unpaid expense reimbursement; (iv) any vested Incentive Awards owing to Executive pursuant to the terms and conditions of the Incentive Plans; and (v) Executive's other
accrued benefits, if any, under any of Company's other employee benefit plans (e.g., pension plan, 40 1(k) plan, the SERP), subject to the terms and conditions of those plans. In the event of a
termination without Cause, Executive understands that no Incentive Awards will be granted to Executive for the fiscal year during which the termination takes place.

An
additional payment of "post-termination severance pay" may be available if Company terminates Executive's at will employment without Cause. If Executive (after having
Executive's employment terminated without Cause) signs (and does not rescind, as allowed by law) a Release of Claims in a form satisfactory to Company which assures, among other things, that Executive
will not commence any type of litigation or other claims as a result of the termination, and if Executive honors all of Executive's other obligations as required by this Agreement, Company shall pay
Executive post-termination severance pay, as follows:



8.  ASSIGNMENT.The rights and obligations of Company hereunder may be transferred to its successors and
assigns. Executive may not, however, transfer or assign his rights or obligations contained in this Agreement.

9.  SEVERABILITY.To the extent any provision of this Agreement shall be invalid or unenforceable, it
shall be considered deleted from this Agreement and the remainder of such provision and of this Agreement shall be unaffected and shall continue in full force and effect. Notwithstanding the
foregoing, in the event that any provision of this Agreement is unenforceable because it is over broad, then such provision shall be limited to the extent necessary to make it enforceable under
applicable law and enforced as so limited. Executive acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement be given the construction which renders its
provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

10.  GOVERNING LAW.This Agreement shall be construed and enforced in accordance with the laws of the
State of Minnesota, to the extent not pre-empted by federal law. Any legal proceeding related to this Agreement shall be brought in an appropriate state or federal court in the State of
Minnesota, and each of the parties hereby consents to the exclusive jurisdiction of the state and/or federal courts in the State of Minnesota for this purpose.

11.  WAIVER.The waiver by any party hereto of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach by either party.

12.  ENTIRE AGREEMENT; AMENDMENT.This Agreement supersedes any prior employment or other agreements
between the parties and contains the entire Agreement of the parties. There are no terms other than those contained herein. No amendment or modification of this Agreement shall be deemed effective
unless or until executed in writing by the parties hereto with the same formality attending execution of this Agreement.

IN WITNESS WHEREOF,Company has caused this Agreement to be executed by its duly authorized officer and Executive has signed this
Agreement as of the day and year first above written.

| |  | AMERICAN CRYSTAL SUGAR COMPANY
| |  | ------------------------------
| |  | By:                           

| |  |  |  | Its: | Chairman
| |  |  |  | ---- | --------

| |  |  | /s/JAMES J HORVATHJAMES J. HORVATH
| |  |  | ----------------------------------



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EMPLOYMENT AGREEMENT