Exhibit 10(a) 


GROWER/STOCKHOLDER

SUBCOMPLIANCE AGREEMENT 


(Applicable to all Growers and Stockholders

of Minn-Dak Farmers Cooperative)


          This
Subcompliance Agreement is entered into between________________________ , a
grower and/or stockholder of Minn-Dak Farmers Cooperative, Wahpeton, ND whose
mailing address is _____________________________________, hereinafter referred
to as “Grower”; and MINN-DAK FARMERS
COOPERATIVE of Wahpeton, ND, hereinafter referred to as “Minn-Dak”. 


          WHEREAS,
Minn-Dak has been granted a Compliance Agreement from the United States
Department of Agriculture (USDA) Animal and Plant Health Department Inspection
Service (APHIS) for a Compliance Agreement to allow its stockholders/growers to
grow/produce H7-1 (Roundup Ready) sugar beet root crops, hereinafter referred
to as “Sugarbeets,” under the Biotechnology Regulatory Services (BRS) decision
for partial deregulation; 


          WHEREAS,
growing/production of Sugarbeets may only be done under certain mandatory
conditions and under compliance agreements; and 


          WHEREAS,
pursuant to the Compliance Agreement Minn-Dak is designated as the Responsible
Entity with an Authorized Representative. 


          NOW
THEREFORE, IN CONSIDERATION for being allowed to grow/produce Sugarbeets under
the Compliance Agreement granted to Minn-Dak as Responsible Entity, the Grower
agrees as follows: 


	
 

	
 

	
 


	
 

	
I.

	
Reporting of Releases (Planting) 





          The
Grower shall provide all information requested by Minn-Dak relating to planting
including but not limited to: 


	
 

	
 

	
 


	
 

	
A)

	
County and state of each
release (planting) 


	
 

	
 

	
 


	
 

	
B)

	
At least one GPS
coordinate for each release site and the location of the GPS coordinate


	
 

	
 

	
 


	
 

	
C)

	
Confirmation that the
release site has been in agricultural production for at least three (3) years



	
 

	
 

	
 


	
 

	
D)

	
The exact dates of each
release (planting) 


	
 

	
 

	
 


	
 

	
E)

	
Actual acreage planted at
each site 


	
 

	
 

	
 


	
 

	
F)

	
Information shall be
provided upon completion of the planting of each site 


	
 

	
 

	
 


	
 

	
G)

	
The Grower shall notify Minn-Dak
within 24 hours of any change in information provided under A through E
above. 





87









	
 

	
 

	
 


	
 

	
U.

	
Movement of Seed





          The
Grower shall maintain transport of seed for Sugarbeet production, chain of
custody records for the duration of the Compliance Agreement. Grower agrees to
transport Sugarbeet seed as follows:


	
 

	
 

	
 


	
 

	
A)

	
Primary container - a
sealed plastic bag(s), envelope(s), or other suitable container(s) to prevent
seed loss 


	
 

	
 

	
 


	
 

	
B)

	
Secondary container -
sealed container independently capable of preventing spillage or loss of seed
during transport 


	
 

	
 

	
 


	
 

	
C)

	
Outer shipping container
constructed of corrugated fiberboard, corrugated cardboard, wood or other
material of equivalent strength to place primary and secondary containers in,
or in enclosed trucks or trailers 


	
 

	
 

	
 


	
 

	
D)

	
Each container shall
clearly identify that the seed contents shall be used only for the planting
of Sugarbeet crop 


	
 

	
 

	
 


	
 

	
Requirements/Conditions
for Movement of Sugarbeet Crop 


	
 

	
 

	
 





          The
Grower shall maintain transport of the Sugarbeet crop to the Minn-Dak
processing facility or piling site, chain of custody records for the duration
of the Compliance Agreement. Grower agrees to load trucks in a manner to
minimize loss of Sugarbeets during transport or to equip loaded trucks with a
retaining device for the Sugarbeets. 


	
 

	
 

	
 


	
 

	
IV.

	
Sugarbeet Crop
Surveying/Bolter Removal 





          The
Growers shall survey Sugarbeet crop fields to identify and eliminate any
bolters before they produce pollen or set seed. 


	
 

	
 

	
 


	
 

	
A)

	
Grower shall survey fields
at least every 3-4 weeks beginning April 1 


	
 

	
 

	
 


	
 

	
B)

	
Grower shall maintain
records of surveys where bolters are not observed 


	
 

	
 

	
 


	
 

	
C)

	
Grower shall maintain
records of their observations and removal of bolters 


	
 

	
 

	
 


	
 

	
D)

	
Within 24 hours of finding
a bolter, the Grower shall report the finding to Minn-Dak along with its
location and action taken to remove it 


	
 

	
 

	
 


	
 

	
E)

	
Grower shall maintain the
records for the duration of the Compliance Agreement 








	
 

	
 

	
 


	
 

	
V.

	
Inspections/Audits/Access





          The
Grower shall allow all activities engaged in and relating to Sugarbeet crop
production, to be inspected or audited by Minn-Dak, APHIS or third party
inspectors or auditors or both. 


          The
Grower shall provide access to all records required to be maintained hereunder
and provide access, during regular business hours, to inspect planting
locations, facilities, and transport vehicles, upon request by Minn-Dak,
APHIS/BRS or its authorized representative(s). 


	
 

	
 

	
 


	
 

	
VI.

	
Monitoring for Volunteers  





          The
Grower shall monitor for Sugarbeet volunteers for three (3) years (at least
twice per year during the growing season) following harvest, and any volunteer
plants must be destroyed. If the same land is used for crop cultivation during
the volunteer monitoring period, that crop shall be visually distinct from
sugar beets, or the fields must be left fallow. Grower shall maintain records
of observation for the volunteer period.


88









	
 

	
 

	
 


	
 

	
VII. 

	
Reporting/Correction of Noncompliance.





          The
Grower shall immediately give notice to Minn-Dak of any incidents involving
unauthorized releases and/or noncompliance. The Grower shall: 


	
 

	
 

	
 


	
 

	
A)

	
Provide a description of
the incident


	
 

	
 

	
 


	
 

	
B)

	
Provide the date it
occurred 


	
 

	
 

	
 


	
 

	
C)

	
Provide the location
including county, state and GPS coordinate(s) of release site


	
 

	
 

	
 


	
 

	
D)

	
As directed by Minn-Dak,
take immediate or short term corrective actions, and if necessary, long-term
plans to return the situation to compliance and prevent similar incidents in
the future 


	
 

	
 

	
 


	
 

	
E)

	
Cooperate with Minn-Dak
and APHIS/BRS until the situation is resolved and the incident is brought
back to compliance. 








	
 

	
 

	
 


	
 

	
VIII.

	
Training 






          In
addition to the provisions of this Subcompliance Agreement, the Grower shall
comply with all terms and conditions contained in the Compliance Agreement
issued to Minn-Dak and Appendix A attached thereto. Growers shall personally,
or through a representative, if part of a growing unit, participate in training
in the processes and procedures necessary to comply with the terms of the
Compliance Agreement and Appendix A and preparation of records. 


	
 

	
 

	
 


	
 

	
IX.

	
Notification/Reporting  








          All
reporting and notifications required to be made under this Subcompliance
Agreement by the Grower to Minn-Dak shall be made to: 


	
 

	
 

	
 


	
 

	
 

	
Responsible
Person/Authorized Representative:


	
 

	
 

	
Tom Knudsen tknudsen@mdf.coop
Cell phone 218-770-1531


	
 


	
 

	
 

	
Alternate Responsible Person/Authorized Representative
Mark Borud mborud@mdf.coop Cell
phone 218-770-1541 








	
 

	
 

	
 


	
 

	
X.

	
Cancellation or Revocation
of Compliance Agreement 





          Grower
acknowledges that a violation of the requirements/conditions of the Compliance
Agreement is a Violation of the Plant Protection Act. Upon a finding of
noncompliance or violation, APHIS may revise, suspend, revoke or withdraw the
Compliance Agreement. It may impose criminal and/or civil penalties against any
person conducting Sugarbeet crop production activities in violation of the
Compliance Agreement. It may also take remedial measures including seizure,
quarantine, and/or destruction of any Sugarbeet crop production that is found
to be in violation of the Compliance Agreement conditions. 


89









	
 

	
 

	
 


	
 

	
Xl.

	
Compliance with Grower Agreement 





          Grower
acknowledges that provision 10 of the Minn-Dak Growers Agreement requires
compliance with all applicable laws. A finding of noncompliance/violation of
the Plant Protection Act shall be deemed a breach of Minn-Dak Growers Agreement
and subject the Grower to penalties contained therein. 


	
 

	
 

	
 


	
 

	
XII.

	
Indemnification 








          In
consideration for being allowed to grow/produce the Sugarbeet crop, grower
hereby agrees to indemnify and hold Minn-Dak harmless from any and all loss,
damages or expenses in the event of a finding of noncompliance by the Grower
that results in the revision, suspension, revocation or withdrawal of the
Compliance Agreement by APHIS or seizure, quarantine, and/or destruction of any
Sugarbeet crop production that is found to be in violation of the Compliance
Agreement conditions. 


	
 

	
 

	
 


	
 

	
XIII.

	
Compliance Agreement 





          Grower
acknowledges receipt of a copy of the Compliance Agreement issued to Minn-Dak
and Appendix A both attached to this Subcompliance Agreement. 


          IN
WITNESS WHEREOF, the Grower has hereunto executed this Subcompliance Agreement
on this ____ day of __________________ , 2011. 


MINN-DAK FARMERS COOPERATIVE



	
 

	
 

	
 

	
 


	
By

	
 



	
 

	
 




	
 

	
 

	
Grower/Stockholder


	
 

	
 

	
 


	
 

	
 

	
 




	
 

	
 

	
Grower/Stockholder





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APPENDIX A


The following mandatory
requirements/conditions apply to the responsible entity and any person
conducting root crop production activities (from obtaining/shipping seed for
planting to the transportation of the root crop to the processing facility) in
association with or on behalf of the responsible entity under this compliance
agreement. The term person in this paragraph includes any individual,
partnership, corporation, association, joint venture, or other legal entity. 


General Administrative Requirements/Conditions: 


Information Required. The responsible entity, through its authorized representative, shall
submit to APHIS/BRS, no later than 28 days (emailed or postmarked) after the
first day of planting under this compliance agreement and every 28 days
thereafter until all planting is completed, a planting report (refer to
“RRSE3_example planting report”) that must include the following information:
the names and addresses of all growers, the county and state where each release
(planting) occurred, at least one GPS coordinate for each release site and the
location of the GPS coordinate (e.g., NW corner of the field), confirmation
that the release site has been in agricultural production for at least the past
three years, the exact planting date(s) for each release site, and the actual
acreage planted at each site. Each report shall include plantings occurring
during the prior 28 days (to extent such information is reasonably available at
the time of the report) and information for plantings occurring in prior
reporting periods for which information was not available at the time the prior
report was submitted. The reports may be submitted electronically via email at RRSB.BRSgaphis.usda.gov
or via mail at: USDA/APHIS/BRS Attn. RRSI3 Planting Reports, 4700 River Road
Unit 91, Riverdale, MD20737; please for an example of a planting report. 


The responsible entity
through its authorized representative shall notify APHIS/BRS (via email at RRSB.BRS@aphis.usda.gov,
via phone at (301) 734-5690, within 48 hours, of any change in the information
provided to APHIS/BRS, either upon application for a compliance agreement or at
anytime thereafter, regarding planting and/or movement/importation activities
(e.g., changes/updates to planting locations, GPS coordinates, shipping
addresses for seed and/or root movement). 


Reporting of Incidents of Noncompliance. The responsible entity through its
authorized representative shall notify AP141S/BRS, verbally (301-734-5690) and
in writing via email (RRSB.BRS@aphis.usda.gov), within 24 hours, after becoming
aware of unauthorized releases and/or movements. In addition, the responsible
entity through its authorized representative shall notify APHIS/BRS, verbally
(301-734-5690) and in writing via email (RRSB.BRSOi aphis.usda.gov), within 48
hours, after becoming aware of any instance of noncompliance with the
conditions of the compliance agreement. In incidents involving unauthorized
releases and/or noncompliance, growers shall give notice immediately to the
responsible entity so that the responsible entity may notify APHIS/BRS. When
contacting APHIS/BRS, the authorized representative shall describe the
incident, the date it occurred, the location (including county and state and
GPS coordinate(s) of release site), name and address of grower, and field
personnel associated with the incident. The authorized representative shall
also provide immediate or short-term corrective actions and, if necessary and
available, long-term plans to return the situation to compliance and prevent
similar incidents from occurring in the future. APHIS/BRS will review the information
provided by the authorized representative and request additional information,
if necessary, within 24 hours of the receipt of the notice. APHIS/BRS may
require additional corrective actions if APHIS/BRS deems it necessary. The
responsible entity and all persons engaged in root crop production activities
in association with or on behalf of the responsible entity must cooperate with
API-IIS/BRS until the situation is resolved and the incident brought back to
compliance. APHIS/BRS will record the incident and submit a response in
writing, summarizing the incident and corrective measures, as per APHIS
standard procedure in handling noncompliance incidents, to the authorized
representative, no later than 10 days of the receipt of the notice. 


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Third Party Inspections and Audits 


Third
Party Inspections:
APHIS/BRS will evaluate the third party inspectors’ credentials provided by the
responsible entity through its authorized representative in the request for the
compliance agreement. The credentials will be evaluated for information such
as, prior experience with biotechnology inspections, general experience in
conducting inspections, and overall experience/background in agriculture. After
evaluating the inspectors’ credentials, APHIS will notify the authorized
representative which third party inspectors it believes are qualified to
conduct H7-1 sugar beet root crop inspections on behalf of the Agency. The
responsible entity will have fifteen business days, from the date of the
notice, to retain the services of the third party inspector(s). The responsible
entity may choose to retain the services of one or more of the APHIS- approved
inspectors. Upon retaining the services of the third party inspector(s), the
authorized representative shall supply the name(s) of the third party
inspector(s) to APHIS/BRS. APHIS officials will contact the third party
inspectors to schedule inspection training. (APHIS will provide an inspection
form to be used by inspectors to capture inspection data.) The third party
inspectors will schedule and conduct inspections according to APHIS’
instructions. API-IIS/BRS will coordinate with a third party inspector to
randomly choose a statistically representative sample of fields, from those
fields designated by APHIS to inspect, to conduct inspection for bolters (to
satisfy condition 5 under Requirements/Conditions
for planting of the Root Crop). The third party inspectors will
submit inspection reports directly to APHIS and APHIS will work directly with
the inspectors if the reports require additional information. A large number of
the root production fields and facilities will be inspected by the third party
inspectors, sufficient to give statistically significant conclusions (p=0.05)
on overall compliance. lithe Compliance Agreement only covers seed movements,
no third party inspectors are required. 


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Third
Party Audits:
APHIS/BRS will evaluate the third party auditors’ credentials provided by the
responsible entity through its authorized representative in the request for the
compliance agreement. The credentials will be evaluated for information such
as, prior experience with biotechnology inspections, general experience in
conducting inspections, and overall experience/background in agriculture. After
evaluating the auditors’ credentials, APHIS will notify the authorized
representative which third party auditors it believes are qualified to conduct
H7-I sugar beet root crop audits on behalf of the Agency. The responsible
entity will have fifteen business days, from the date of the notice, to retain
the services of the third party auditor(s). The responsible entity may choose
to retain the services of one or more of the APHIS-approved auditors. Upon
retaining the services of the third party auditor(s), the authorized
representative shall supply the name(s) of the third party auditor(s) to
APHIS/QRS. APHIS officials will contact the third party auditors to schedule
audit training. APHIS will provide an audit form to be used by auditors to
capture audit information. The third party auditors will schedule and conduct
audits according to APHIS’ instructions. APHIS will require third party
auditors to review shipping records and/or grower records and to submit
auditing reports directly to APHIS for review. API IIS will work directly with
the auditors if the reports require additional information. 


All Activities conducted by the responsible entity and any
person engaging in root crop production activities in association with or on
behalf of the root crop entity to comply with compliance agreement
requirements/conditions may be either inspected or audited by APHIS or third
party inspectors or auditors or both. 


Access to Records, Planting
Locations, and Facilities: The responsible entity shall ensure that all persons
conducting root crop production activities under this compliance agreement
provide access to all records required to be maintained under this compliance
agreement and provide access, during regular business hours, to inspect
planting locations, facilities, and transport vehicles, upon request by
APHIS/I3RS or its authorized representative(s). 


Training: The responsible entity shall ensure that all persons conducting root
crop production activities under this compliance agreement receive a copy of
this compliance agreement and are trained in the processes and procedures
necessary to comply with the terms of this compliance agreement. In addition,
the responsible entity shall ensure that written documentation of the training
is maintained and that all training records are maintained for the duration of
this compliance agreement. 


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Duration of Compliance Agreement. This compliance agreement is valid and
effective from the date of issuance (i.e. the date signed by API IS/BRS) until
December 31, 2012, unless revoked or superseded by APHIS/BRS. (The December 31,
2012 date does not preclude the responsible entity from ensuring that
monitoring for volunteers continues through the end of the three-year
monitoring period as set forth in the compliance agreement). 


Cancellation or Revocation of Compliance Agreement: A violation of the requirements/conditions
of this compliance agreement is a violation of the Plant Protection Act. In the
event of a finding of noncompliance or violation of the requirements/conditions
of the compliance agreement, APHIS may, at its discretion, revise, suspend,
revoke, or otherwise withdraw the compliance agreement. APHIS may also, at its
discretion, use the full range of the Plant Protection Act authorities to
impose, as appropriate, criminal and/or civil penalties against any person
conducting root crop production activities in violation of this agreement and
may take remedial measures including seizure, quarantine, and/o•
destruction of any H7-1 sugar beet root crop production that is found to be in
violation of the conditions set forth in the compliance agreement. 


Requirements/Conditions for Planting of the Root Crop: 


	
 

	
 


	
I.

	
Planting of H7-I sugar
beet seed for root production is not allowed in the state of California, and
the following counties in Washington State: Clallam, Clark, Cowlitz, Grays
Harbor, Island, Jefferson, King, Kitsap, Lewis, Mason, Pacific, Pierce, San
Juan, Skagit, Skamania, Snohomish, Thurston, Wahkiakum, and Whatcom. 


	
 

	
 


	
2.

	
The planting of H7-I sugar
beet seed for root crop production is only allowed in the following states:
Arizona, Colorado, Idaho, Michigan, Minnesota, Montana, Nebraska, North
Dakota, Oregon, Washington, and Wyoming. 


	
 

	
 


	
3.

	
The planting of H7-1 sugar
beet seed for root production is only allowed in sites that have been in agricultural
production for at least three years prior to planting. 


	
 

	
 


	
4.

	
Root growers shall ensure
that root crop fields are surveyed to identify and eliminate any bolters
before they produce pollen or set seed. Fields shall be surveyed at least
once every 3-4 weeks beginning April 1. Root growers shall ensure that field
personnel maintain records of their Field observations and removal of
bolters. Reports where bolters are not observed must be maintained as well.
If bolters are found, the responsible entity through its authorized
representative shall ensure that APHIS-BRS is notified (via email at RIZSB.BRS@aphis.usda.gov,
via phone at (301) 851-3867, within 48 hours after finding the bolters, and
provided a description of the location and action taken by the field
personnel to remove them. The responsible entity shall ensure that all
records of inspection and bolter removal are maintained for the duration of
this compliance agreement.




94









	
 

	
 


	
5.

	
Third party inspectors
procured by the responsible entity (see Third
Party Inspections and Audits above) will coordinate with APHIS/BRS
to randomly choose a statistically representative sample of fields, from
those fields designated by APHIS to inspect, to
conduct inspection for bolters. (This third party inspection is in addition
to the requirement in paragraph 4 above that root growers survey their fields
at least once every 3-4 weeks.) If bolters are identified, the root grower
shall be notified immediately and those bolters must be removed.


	
 

	
 


	
6.

	
Planting/cultivating/harvesting
equipment that might be used in chard/red beet production shall not be used
or shared for regulated GE material in the same growing year. 


	
 

	
 


	
7.

	
The responsible entity
shall ensure root crop fields are monitored for volunteers for three-years
(at least twice per year during the growing season) following harvest, and
any volunteer plants most be destroyed. If the same land is used for crop
cultivation during the volunteer monitoring period, that crop shall be
visually distinct from sugar beets or the fields must be left fallow. The
responsible entity shall ensure that records of observations are maintained
for the volunteer monitoring period. 


	
 

	
 


	
8.

	
The responsible entity
shall ensure that root growers maintain records of all the activities being
carried out under the compliance agreements to demonstrate adherence to the
mandatory conditions and restrictions. 





Requirements/Conditions for Movement of the Seed for Root
Crop Production: 


	
 

	
 


	
I.

	
The responsible entity
shall ensure that, during transport of seed for root crop production, chain
of custody and records (such as manifests or receipts) are maintained for the
duration of this compliance agreement. Sugar beet seeds shall be transported
in a sealed plastic bag(s), envelope(s), or other suitable container(s)
(primary container) to prevent seed loss.




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2.

	
The primary container for
transporting seeds shall be placed inside a sealed secondary container that
is independently capable of preventing spillage or loss of seed during transport.



	
 

	
 


	
3.

	
Each set of containers
(primary and secondary) for transporting seeds shall then be enclosed in a
sturdy outer shipping container constructed of corrugated fiberboard,
corrugated cardboard, wood, or other material of equivalent strength. Each container
shall clearly identify that the seed contents within shall only be used for
the planting of sugar beet root crop. 


	
 

	
 


	
4.

	
The shipping containers
for transporting seeds shall be transported in enclosed trucks or trailers
with closed sides (unless the seed is already packaged with sufficient levels
of packaging as described above). 





Requirements/Conditions for Movement of the Root Crop for
Processing: 


	
 

	
 


	
1.

	
The responsible entity
shall ensure that, during transport of the root crop to a processing facility
or any intermediate holding area, chain of custody and records (such as
manifests or receipts) are maintained for the duration of this compliance
agreement. 


	
 

	
 


	
2.

	
Trucks used for the
movement of root crop from field to storage/processing shall be loaded in a
manner to minimize loss of beets during transport or equipped with a
retaining device.




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