Exhibit 10.12


 


BONUS
AND PHANTOM UNIT PLAN


GOLDEN
GRAIN ENERGY, LLC


 


I.              Purpose.  The purposes of this Golden Grain Energy, LLC
Bonus and Phantom Unit Plan are to retain the key management employees of the
Company, to compensate those key management employees for their contribution to
the growth of the Company and to induce those employees to continue making
contributions to growth of the Company. 
The Plan is intended to be an unfunded plan for purposes of the Employee
Retirement Income Security Act of 1974, as amended, and a nonqualified plan for
purposes of Section 401 of the Internal Revenue Code of 1986 (the “Code”),
as amended.


 


II.            Definitions.  As used in the Plan, the following terms will
have the following meanings:


 


a.    “Annual Bonus” shall have the
meaning set forth in Section III(a) of the Plan.


 


b.    “Annual Net Income” shall mean the
net income of the Company for any fiscal year as reported in the Company’s
annual report.


 


c.    “Board” shall mean the
Board of Directors of the Company.


 


d.    “Cash Bonus” shall have the
meaning set forth in Section III(b) of the Plan.


 


e.    “Change in Control” shall mean the
occurrence of any of the following events: (1) a person or group acquires
more than fifty percent (50%) of the voting power or more than fifty percent
(50%) of the fair market value of all the Company’s outstanding Membership
Units; (2) a person or group acquires thirty-five percent (35%) or more of
the Company’s outstanding Membership Units over a 12-month period; or (3) over
a 12-month period, a person or group acquires Company assets whose collective
fair market value equals or exceeds forty percent (40%) of the total fair
market value of all assets owned by the Company.


 


f.     “Committee” shall mean the
Executive Compensation Committee of the Board of Directors.


 


g.    “Company” shall mean
Golden Grain Energy, LLC.


 


h.    “Disability”
shall mean any of the following:  (i) 
The Participant is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of at least
twelve (12) months;  (ii)  If the
Company maintains a disability plan, Participant will also be considered
disabled if he receives income replacement benefits under that plan for a
period of at least three (3) months due to a medically determinable
physical or mental impairment that can be expected to result in death or to
last for a continuous period of at least twelve (12) months.  (iii)  A Participant who is entitled to
disability benefits payable by the United States Social Security Administration
is deemed to have a Disability for purposes of this Plan.  (iv) A Participant who is determined to
be disabled in accordance with a disability insurance program which uses a
definition of disability that complies with either (i) or (ii) in
this paragraph is deemed to have a disability for purposes of this Plan.


 


i.     “Extraordinary Performance Bonus” shall have the
meaning set forth in Section III(f) of the Plan.


 


j.     “Issue Date” shall mean the
date on which the Committee acknowledges the award of Phantom Units.


 


1

















 


k.    “Management Team” shall mean the
Company’s Chief Executive Officer, Chief Financial Officer, Plant Manager, Commodities
Manager and Lab Manager.


 


l.     “Membership Unit” shall mean a Class A
equity ownership interest in the Company.


 


m.   “Participant” shall mean an
employee who is a member of the Management Team.


 


n.    “Performance Goal” shall have the
meaning set forth in Section III(a) of the Plan.


 


o.    “Phantom Award” shall have the
meaning set forth in Section III(c) of the Plan.


 


p.    “Phantom Dividend” shall have the
meaning set forth in Section IV(c) of the Plan.


 


q.    “Phantom Unit” shall mean a
phantom unit in the Company awarded pursuant to the terms of the Plan.


 


r.     “Plan” shall mean the
Golden Grain Energy, LLC Bonus and Phantom Unit Plan as set forth in this
document and any amendments hereof.


 


s.     “Plan Year” means the
fiscal year of the Plan, a 12 consecutive month period ending every October 31.  The Plan Year is the same as the Company’s
fiscal year.


 


t.     “Retirement” shall mean  separation from service with the Company on or after
attaining age sixty-two (62).


 


III.           Eligibility.  All Participants shall be eligible to receive
Cash Bonuses, Phantom Units and Extraordinary Performance Bonuses under the
Plan as further provided in this Section.


 


a.               Annual Bonus.  The annual bonus to be paid to the Management
Team shall be equal to 1% of the Annual Net Income of the Company (the “Annual
Bonus”).  Each Participant who was
employed by the Company throughout the Company’s fiscal year shall be eligible
to participate in the Annual Bonus.  The
Annual Bonus shall be allocated between a Cash Bonus (as defined in Section III(b) below)
and a Phantom Award (as defined in Section III(c) below).  The Annual Bonus shall be paid shortly before
or after the end of each fiscal year or as soon as the relevant financial
information used to calculate the Annual Bonus becomes available.  The Committee may set group performance goals
for the Management Team (the “Performance Goals”).  Such Performance Goals shall be measurable
and ascertainable and shall be reasonably calculated to increase the Company’s
efficiency, or profitability or the market price for the Membership Units.  The Performance Goals shall be set with
reference to the Company’s fiscal year performance, and the Committee shall
determine whether the Management Team has met the Performance Goals shortly
before or after the end of each fiscal year or as soon as the relevant
financial information becomes available. 
The Committee shall not be obligated to set Performance Goals for any of
the Company’s fiscal years. 
Notwithstanding the foregoing, the Annual Bonus may be reduced or eliminated
at the discretion of the Board as provided in Section III(g) below.


 


b.              Cash Bonuses.  A cash bonus shall be paid equal to 1/3rd of
the total amount of the Annual Bonus awarded to the Management Team (the “Cash
Bonus”).  The Cash Bonus shall be evenly
divided among and distributed as soon as administratively practicable to each
Participant who was employed by the Company throughout the Plan Year for which
the Annual Bonus applied.


 


c.               Phantom Units.  In addition to the Cash Bonus, the
Participants shall be awarded Phantom Units with a value equal to 2/3rds of the
total amount of the Annual 


 


2

















 


Bonus (the “Phantom Award”).  The
number of Phantom Units awarded to each Participant shall be calculated based
on the relative percentage of the Participant’s base salary compared to the
total base salaries of the Management Team members entitled to participate in
the Annual Bonus.


 


d.              Calculation of Phantom Units.  The Company shall determine the number of
Phantom Units to be awarded by dividing the amount of the Phantom Award by the
most recent weighted average price at which the Membership Units have been
traded through the Company’s bulletin board trading system or otherwise
transferred in a private transaction.  If
the Committee believes that there are no private transactions recent enough to
indicate the value of a Membership Unit, the Committee shall determine the fair
market value of a Membership Unit on the basis of all information then
available to it for purposes of calculating the number of Phantom Units to be
awarded.  In converting the Phantom Award
into Phantom Units, no discount shall be applied on account of the restricted
status of the Phantom Units.  The
Committee shall be entitled to use its discretion as necessary to determine the
value of the Phantom Units in order to issue an even number of Phantom Units to
each Participant.


 


e.               No Cash Value.  Each Participant’s Phantom Awards shall be
delivered in Phantom Units.  No
Participant shall be entitled to demand the cash value of the Phantom Units
awarded to him or her.  Participants
shall not be required to make any payment for their Phantom Units, but each
Participant shall be responsible for any income and employment tax liability
incurred with respect to his or her Phantom Units.


 


f.                 Extraordinary Performance
Bonus.  In addition to the Annual
Bonus described in Section III(a) above, from time to time, the
Committee may award any one or more of the Participants cash bonuses for
extraordinary performance (the “Extraordinary Performance Bonus”).  The awarding of an Extraordinary Performance
Bonus shall be within the sole discretion of the Committee or its
delegate.  Extraordinary Performance
Bonuses shall be given sparingly.


 


g.              Reduction of Annual Bonus.  At the discretion of the Board, the Annual
Bonus may be reduced or eliminated should any of the following events occur
during the Company’s fiscal year to which the Annual Bonus relates: (i) the
amount of the Annual Bonus for any fiscal year may be reduced by up to fifty
percent (50%) should the Company experience a lost time or worse injury during
the period of time between November 1st and April 30th of that fiscal year; (ii) the amount of
the Annual Bonus for any fiscal year may be reduced by up to fifty percent
(50%) should the Company experience a lost time or worse injury during the
period of time between May 1st and October 31st of that fiscal year; and (iii) the amount
of the Annual Bonus may be reduced as provided by the Committee should the Management
Team fail to meet the Performance Goals set by the Committee in any fiscal
year.


 


IV.           Special Provisions for
Phantom units.


 


a.               Ledger of Phantom Units.  The Company shall create and maintain an
appropriate record (hereinafter called the “Special Ledger”) and establish
therein an account for each Participant that shows the number of Phantom Units
that have been awarded to each Participant and establishes the dates on which
such Phantom Units shall vest.  In the
event of any recapitalization of the Company which affects its Membership
Units, including but not limited to a stock dividend, stock 


 


3

















 


split, or reverse stock split, appropriate adjustment to the Special
Ledger shall be made by the Company.


 


b.              Recapitalization Events.  If, at any time, the Company approves a
Membership Unit split or a reverse Membership Unit split, the number of
outstanding Phantom Units shall be accordingly reduced or increased in the same
proportion as the Company’s Membership Units. 
If the Participant should be entitled to new, additional or different
Phantom Units by virtue of his or her ownership of the Phantom Units, then
additional certificates for such new, additional or different Phantom Units
shall be issued to the Participant in the same manner and subject to the same
restrictions, as the certificates issued pursuant to Section IV(a) above.  The vesting schedule applicable to such new,
additional or different Phantom Units shall be the same as the vesting schedule
applying to the underlying Phantom Units issued to the Participant as provided
in Section IV(e) below, and the new, additional or different Phantom
Units shall vest contemporaneously with the vesting of the underlying Phantom
Units.


 


c.               Dividends.  If dividends or other distributions are
declared by the Company for its Membership Units, the holder of each Phantom
Unit shall be granted a dividend equal to sixty percent (60%) of the dividend
per Membership Unit declared by the Company for its Membership Units (the “Phantom
Dividend”).  The Phantom Dividend shall
accrue without regard to vesting and will be paid by the Company at the time
the underlying Phantom Units are Cashed Out pursuant to the provisions of Section V.  The Phantom Dividend shall be forfeited for
each of the underlying Phantom Units that are forfeited.


 


d.              Vesting.  Phantom Units awarded pursuant to the Plan
shall vest according to the following vesting schedule:


 


i.     On the third anniversary of
the Issue Date, fifty percent (50%) of the Phantom Units awarded on that Issue
Date shall vest.  On the vesting date,
the escrow holder shall deliver such vested Phantom Units to the Participant.


 


ii.    On the fourth anniversary of
the Issue Date, twenty-five percent (25%) of the Phantom Units awarded on the
Issue Date shall vest.  On the vesting
date, the escrow holder shall deliver such vested Phantom Units to the
Participant.  Following the fourth
anniversary of the Issue Date, a total of seventy-five percent (75%) of the
Phantom Units awarded on the Issue Date shall be vested.


 


iii.   On the fifth anniversary of
the Issue Date, one hundred percent (100%) of the Phantom Units awarded on the
Issue Date shall vest.  The remaining
twenty-five percent (25%) of the Phantom Units held by the escrow holder shall
be delivered to the Participant.


 


iv.   Notwithstanding any
provision under Sections IV(e)(i) through (iii) to the contrary, upon
any Change in Control of the Company or on the seventh anniversary of the date
when the Participant commenced continuous employment with the Company, each of
the Phantom Units awarded to the Participant, regardless of the Issue Date
shall immediately vest.


 


v.    Notwithstanding any
provision under Sections IV(e)(i) through (iii) to the contrary, one
hundred percent (100%) of the Phantom Units awarded to a Participant shall vest
upon the Participant’s death, Disability or Retirement.


 


4

















 


V.            Cash Out.  Participants shall exchange any vested
Phantom Units awarded under the Plan for cash according to the same valuation
procedure established in Section III(d) above (the “Cash Out”).  Participants shall Cash Out on the date the
Phantom Units become vested, except for Phantom Units that vest pursuant to Section IV(d)(iv) above.  For Phantom Units that vest pursuant to
Sections IV(d)(i) through (iii) and (v), Cash Out payments will be
made by the Company to the Participant in a lump sum distribution payable
during the 2.5 month period commencing on the date the Phantom Units become
vested.  The Participant does not have
the right to designate the taxable year of the payment.  In the event of Participant’s death, the Cash
Out will be made to the Participant’s Beneficiary during the 2.5 month period
commencing on the date of death.  The
Beneficiary does not have the right to designate the taxable year of the
payment.  Notwithstanding the foregoing,
Phantom Units that vest pursuant to Section IV(d)(iv) above, shall
receive Cash Out payments as follows: (i) fifty percent (50%) of the
Phantom Units shall Cash Out on the third anniversary of the Issue Date; (ii) twenty-five
percent (25%) of the Phantom Units shall Cash Out on the fourth anniversary of
the Issue Date; and (iii) the remaining twenty-five percent (25%) of the
Phantom Units shall Cash Out on the fifth anniversary of the Issue Date.  Cash Out payments will be made by the Company
to the Participant in a lump sum distribution payable during the 2.5 month
period commencing on the date the Phantom Units Cash Out.


 


VI.           Payment of Beneficiaries.  Each person upon becoming a Participant shall
file with the Company a notice in writing designating one or more Beneficiaries
to whom payments otherwise due the Participant shall be made in the event of
his or her death.  The Participant shall
have the right to change the Beneficiary or Beneficiaries from time to time;
provided, however, that any change shall not become effective until received in
writing by the Company.  If a Participant
fails to name a Beneficiary in accordance with provisions of this paragraph, or
if the Beneficiary so named by a Participant predeceases the Participant, then
benefits shall be paid in the event of the Participant’s death in the following
order of priority:


 


a.               the Participant’s surviving
spouse;


b.              the Participant’s surviving
children, in equal shares;


c.               the Participant’s surviving
parents, in equal shares; or


d.              the Participant’s estate.


 


VII.         Finality of Determination.  The Committee will administer this Plan and
construe its provisions.  Any
determination by the Committee in carrying out, administering or construing
this Plan will be final and binding for all purposes and upon all interested
persons and their heirs, successors, and personal representatives.  No member of the Committee shall be liable to
any person for any action taken or omitted in connection with the
interpretation and administration of the Plan unless attributable to his own
willful misconduct or lack of good faith.


 


VIII.        Limitations.


 


a.               No Right to Allocation.  No person will at any time have any right to
receive a Cash Bonus, Phantom Units or an Extraordinary Performance Bonus
hereunder and no person other than the Committee or its delegate will have
authority to make any representation or warranty with respect thereto.


 


b.              Rights of Participants.  Participants shall have no rights other than
those set forth in this Plan.  Such
rights may not be assigned or transferred except as expressly provided by the
Plan.  The Phantom Units do not
constitute legal ownership in the 


 


5

















 


Company and thus may not be sold, exchanged, transferred, pledged,
hypothecated, or otherwise disposed of.


 


c.               No Right to Continued
Employment.  Neither the
Company’s action in establishing the Plan, nor any action taken by it or by the
Board or the Committee under the Plan, nor any provision of the Plan, will be
construed as giving to any person the right to be retained for employment by
the Company.


 


d.              Taxes and Withholding.  The Participant will be liable for all
employee taxes attributable to any Cash Bonus, Phantom Units, Phantom
Dividends, or Extraordinary Performance Bonus and for all income tax due with
respect to such awards.  The employment
tax and withholding liability will be satisfied out of the funds constituting
the award and the value of the bonus will be reported as taxable income, all in
accordance with the Company’s usual payroll practices.


 


IX.           Amendment, Suspension or
Termination of Plan.  The Board
may amend, suspend or terminate the Plan in whole or in part at any time;
provided that such amendment or termination will not adversely affect the
rights or obligations with respect to Phantom Units previously awarded.


 


X.            Governing Law.  The Plan will be governed by the laws of the
State of Iowa, except where superseded by Federal law, without regard for its
choice of law principles.


 


XI.           Expenses of Administration.  All costs and expenses incurred in the
operation and administration of the Plan will be borne by the Company.


 


XII.         Claims Procedure.  A Participant is not required to file a formal claim in order
to receive benefits under the Plan.  When
an event occurs which entitles a Participant to a distribution under the Plan,
the Committee will automatically will notify the Participant.  If the Committee determines it should deny
benefits to a Participant or beneficiary, the Committee will give adequate
notice in writing setting forth specific reasons for the denial and referring
the Participant or beneficiary to the pertinent provisions of the Plan
supporting the Committee’s decision.  If
the Participant or beneficiary disagrees with the Committee, the Participant or
beneficiary, or a duly authorized representative must appeal the adverse
determination in writing to the Committee within 75 days after the receipt of
the notice of denial of benefits, except that if the claim involves a
disability determination, the appeal must be filed within 180 days (rather than
75 days) after the receipt of the notice of denial of benefits.  If the Participant or beneficiary fails to
appeal a denial within the 75-day period (180-day period in case of a
disability claim), the Committee’s determination will be final and binding.


 


This
Plan was adopted by the Board of Directors of Golden Grain Energy, LLC on December 19,
2008


 


 


	
  /s/
  Dave Sovereign

  	
   

  
	
  Chairman
  of the Board

  	
   

  



 


 


	
  /s/
  Leslie Hansen

  	
   

  
	
  Chairperson
  of the Committee

  	
   

  



 


6