EX-10.1






EMPLOYMENT AGREEMENT




THIS AGREEMENT (the “Agreement”) is hereby entered into as of the 22nd day of November, 2010 and is
effective as of January 1, 2011 (the “Effective Date”), by and between CHS Inc. (the “Company”) and
Carl M. Casale (“Executive”) (each hereinafter referred to as a “party” and collectively as “the
parties”).



In consideration of the respective agreements of the parties contained herein, it is agreed as
follows:




	1.	 	Term. The initial term of Executive’s employment under this Agreement shall be for
the period commencing on the Effective Date and ending, subject to earlier termination as set
forth in Section 7, on the third anniversary of the Effective Date (such term, as may be
hereafter extended, the “Employment Term”); provided, however, that commencing with the third
anniversary of the Effective Date and on each anniversary thereof (each an “Anniversary
Date”), the Employment Term shall be automatically renewed for one (1) additional year beyond
the term otherwise established, unless one party provides written notice to the other party,
at least sixty (60) days in advance of an Anniversary Date, of its intent not to renew the
Employment Term for an additional one year period.






	2.	 	Employment. During the Employment Term:






	 	(a)	 	Executive shall (i) serve as the Chief Executive Officer of the Company, with
such authority, power, duties and responsibilities as are commensurate with such
position and as are customarily exercised by a person situated in a similar executive
capacity at a similar company, and (ii) report directly to the Board of Directors of
the Company (the “Board”).






	 	(b)	 	Executive shall devote his full-time business attention to the business and
affairs of the Company and he shall perform his duties faithfully and efficiently
subject to the directions of the Board. Executive may serve on civil or charitable
boards or committees as long as such service does not interfere with the performance of
his responsibilities hereunder and subject to the Company’s code of conduct and other
applicable policies as in effect from time to time. Executive may continue to serve on
the Board of Directors of Nalco Holding Company and of Oregon State University
Foundation and committees thereof so long as such activities do not interfere with the
performance of Executive’s responsibilities hereunder. Executive may manage personal
and family investments and affairs, participate in industry organizations and deliver
lectures at educational institutions, so long as such activities do not interfere with
the performance of Executive’s responsibilities hereunder. Executive shall be subject
to and shall abide by each of the Company’s personnel policies applicable to other
senior executives.






	3.	 	Annual Compensation.






	 	(a)	 	Base Salary. The Company agrees to pay or cause to be paid to Executive
during the Employment Term a base salary at the annual rate of $850,000 or such
increased amount as the Board may from time to time determine (hereinafter referred to
as the “Base Salary”); provided, however, that the Base Salary may be reduced by no
more than 10% in connection with an across-the-board salary reduction by the Company
similarly affecting all senior executives of the Company. The Base Salary shall be
payable in accordance with the Company’s customary practices applicable to its
executives. Such Base Salary shall be reviewed at least annually by the Board pursuant
to the Company’s normal performance review policies for senior executives.






	 	(b)	 	Annual Incentive Compensation. For each fiscal year of the Company
ending during the Employment Term, beginning with the 2011 fiscal year, Executive shall
be eligible to receive a target annual cash incentive compensation of 125% of Base
Salary as in effect on the final day of such fiscal year (such target incentive
compensation, as may hereafter be increased, the “Target Annual Incentive”) with the
opportunity to receive a maximum annual cash incentive compensation of 250% of Base
Salary, as approved by the Board in its sole discretion, if the Company and Executive
achieve certain performance targets as proposed by management and approved by the
Board. Such annual incentive compensation (“Annual Incentive Compensation”) shall be
paid in no event later than the 15th day of the third month following the end of the
taxable year (of the Company or Executive, whichever is later) in which the performance
targets have been achieved. Notwithstanding the foregoing, Executive’s Annual
Incentive Compensation paid with respect to the fiscal year ending August 31, 2011 will
be subject to the same performance targets previously approved by the Board for
Executive’s predecessor and equal to the full year award that would have been earned
based upon the actual financial performance of the Company.






	 	(c)	 	Long-Term Incentive Opportunity. To the extent the Company determines
to award long-term incentive compensation, Executive shall be eligible to participate
in such programs (subject to the terms and conditions set forth in the applicable plan
and agreements) and shall be eligible to receive a target long-term incentive award of
125% of the Base Salary as in effect on the final day of preceding fiscal year (such
target award, the “Target LTIP Award”) with the opportunity to receive a maximum
long-term incentive award of 250% of Base Salary, as approved by the Board in its sole
discretion, if the Company and Executive achieve certain performance targets during
certain performance periods proposed by management and approved by the Board.
Notwithstanding the foregoing, Executive’s long-term incentive award under the
Company’s Long-Term Incentive Plan for the performance periods ending August 31, 2011
and August 31, 2012 will be subject to the same performance targets previously approved
by the Board for Executive’s predecessor and equal to the long term incentive awards
that would have been earned during the full performance period without proration.
Subsequent awards will be full awards in accordance with normal plan provisions.
Awards from the Company’s Long-Term Incentive Plan are contributed to the Company’s
Deferred Compensation Plan after the end of a performance period and vest over an
additional 28-month period following the performance period end date.






	4.	 	Replacement of Earned and Forfeited Compensation from Previous Employer.






	 	a.	 	Replacement of Certain Forfeited Compensation from Former Employer. To
compensate the Executive for compensation earned but forfeited upon termination of
employment from current employer due to vesting requirements and other restrictions,
Executive shall be entitled to receive replacement compensation during the Employment
Term in the aggregate amount of $2.5 million (the “Replacement Restricted Cash
Compensation”). The Replacement Restricted Cash Compensation shall be settled in cash
or, at the election of the Executive on or before the Effective Time, deferred into the
Company’s Deferred Compensation Plan on the following schedule: (i) $833,334 within 30
days after the Effective Date, (ii) $833,333 within 30 days after the first anniversary
of the Effective Date, and (iii) $833,333 within 30 days after the second anniversary
of the Effective Date, provided that in order to receive such payments, Executive’s
employment pursuant to the terms of this Agreement shall not have been terminated prior
to the date of such payment.






	 	b.	 	Replacement of Forfeited Restricted Stock Unit Grant. Executive was
been granted 20,000 restricted stock units (the “Units”) by his former employer
pursuant to a Restricted Stock Unit Grant (the “Grant Agreement”) dated as of October
11, 2007. In the event that Executive experiences a “Termination in Service” as such
term is defined in the Grant Agreement prior to December 15, 2010 in order to accept
employment with the Company and the Units are forfeited pursuant to clause (b) of
Section 4 of the Grant Agreement, subject to continuing employment, Executive will
receive, during the Employment Term, an additional restricted cash award in an amount
(not to exceed $1 million) equal to (A) the market value of the shares which otherwise
would have been delivered on account of the Units calculated based upon the closing
price of such shares on the New York Stock Exchange at the close of trading on December
17, 2010, plus (B) any unpaid “Dividend Equivalent Payments” otherwise payable upon
delivery of the shares (the “RSU Replacement Compensation Amount”). At election of the
Executive contemporaneously with entering into an employment agreement, Executive may
defer such payments into the Company’s Deferred Compensation Plan. Payments will be
paid or deferred on the following schedule: (i) 1/3 of the RSU Replacement Compensation
Amount within 30 days after the Effective Date, (ii) 1/3 of the RSU Replacement
Compensation Amount within 30 days after the first anniversary of the Effective Date,
and (iii) 1/3 of the RSU Replacement Compensation Amount within 30 days after the
second anniversary of the Effective Date.






	5.	 	Other Benefits.






	 	(a)	 	Employee Benefits. During the Employment Term and any renewals,
Executive shall be entitled to participate in all employee benefit plans, practices and
programs maintained by the Company and made available to employees of the Company
generally (other than plans in effect on the date hereof that are closed to new
participants), to the extent Executive is eligible under the terms of such plans.
Executive’s participation in such plans, practices and programs shall be on the same
basis and terms as are applicable to employees of the Company generally. Exhibit
A, which is attached hereto and by this reference incorporated herein, contains an
accurate list of the employee benefit plans in which Executive will be eligible to
participate on the Effective Date.






	 	(b)	 	Executive Benefits. During the Employment Term, Executive shall be
entitled to participate in such executive benefit plans maintained by the Company and
made available to senior executives of the Company generally, on the same basis and
terms as are applicable to such senior executives generally. No additional
compensation provided under any of such plans shall be deemed to modify or otherwise
affect the terms of this Agreement or any of Executive’s entitlements hereunder.
Exhibit A contains an accurate list of the executive plans in which the
Executive will be eligible to participate on the Effective Date.






	 	(c)	 	Fringe Benefits. During the Employment Term, Executive shall be
entitled to such fringe benefits as shall be determined by the Board, which will
initially include, on the Effective Date, the fringe benefits identified on Exhibit A.






	 	(d)	 	Business Expenses. Upon submission of proper invoices in accordance
with the Company’s policies, Executive shall be entitled to receive prompt
reimbursement of all reasonable out-of-pocket business, entertainment and travel
expenses incurred by Executive in connection with the performance of Executive’s duties
hereunder and otherwise incurred in accordance with the Company’s travel and
entertainment policy in effect from time to time. Such reimbursement shall be made as
soon as practicable and in no event later than the end of the calendar year following
the calendar year in which the expenses were incurred.






	 	(e)	 	Office and Facilities. During the Employment Term, Executive shall be
provided with an appropriate office at the Company’s headquarters, with such
secretarial and other support facilities as are commensurate with Executive’s status
with the Company and adequate for the performance of Executive’s duties hereunder.






	 	(f)	 	Paid Time Off (PTO). Executive shall be entitled, without loss of pay,
to absent himself voluntarily, for illness, vacation or other reasons, from the
performance of Executive’s employment under this Agreement. The terms of Executive’s
entitlement to PTO are set forth in Exhibit A






	6.	 	Recoupment. In the event of a restatement of the Company’s financial results (other
than a prophylactic or voluntary restatement due to a change in applicable accounting rules or
interpretations) due to material noncompliance with financial reporting requirements, with
respect to any compensation granted (whether already paid or only calculated as payable and
yet to be paid) to Executive if the Board determines in good faith good faith that such
compensation was awarded (or in the case of unpaid compensation, determined for award) based
on such material noncompliance then the Board or a committee thereof comprised of independent
(as defined under the rule of the NASDAQ Stock Market) Board members shall be entitled on
behalf of the Company to recover all of the Executive’s compensation (or in the case of unpaid
compensation, to reduce such compensation) based on the erroneous financial data in excess of
what would have been paid (or in the case of unpaid compensation, what should be paid) to the
Executive under the accounting restatement.  Such recovery period shall comprise up to
the three (3) years preceding the date on which the Company is required to prepare the
accounting restatement.






In determining whether to seek recovery of compensation, the Board or applicable committee
thereof may take into account any considerations it deems appropriate, including whether the
assertion of a claim may violate applicable law or adversely impact the interests of the
Company in any related proceeding or investigation and the extent to which the Executive was
responsible for the error that resulted in the restatement. This Section 6 shall be deemed
amended to the extent reasonably necessary to conform to any applicable law or to any
Company recoupment policy adopted by the Board for its senior executives.




	7.	 	Termination. The Employment Term and Executive’s employment hereunder may be
terminated under the circumstances set forth below; provided, however, that notwithstanding
anything contained herein to the contrary, Executive shall not have any duties or
responsibilities to the Company after Executive’s termination of employment during the
Employment Term or upon expiration of the Employment Term that would preclude Executive from
having a “separation from service” from the Company within the meaning of Section 409A of the
Code, upon expiration of the Employment Term.






	 	(a)	 	Disability. The Company may terminate the Employment Term and
Executive’s employment hereunder, on written notice to Executive after having
reasonably established Executive’s Disability. For purposes of this Agreement,
Executive will be deemed to have a “Disability” if, as a result of the Executive’s
incapacity due to physical or mental illness, the Executive shall have been absent from
the full-time performance of the Executive’s duties with the Company for a period of
six (6) consecutive months, the Company shall have given the Executive a Notice of
Termination for Disability, and, within thirty (30) days after such Notice of
Termination is given, the Executive shall not have returned to the full-time
performance of the Executive’s duties. Executive shall be entitled to the compensation
and benefits provided for under this Agreement for any period prior to Executive’s
termination by reason of Disability during which Executive is unable to work due to a
physical or mental infirmity in accordance with the Company’s policies for
similarly-situated executives.






	 	(b)	 	Death. The Employment Term and Executive’s employment hereunder shall
be terminated as of the date of Executive’s death.






	 	(c)	 	Cause. The Company may terminate the Employment Term and Executive’s
employment hereunder for “Cause” by providing a Notice of Termination (as defined in
Section 7 below) that notifies Executive of his termination for Cause, effective as of
the date of such notice. “Cause” shall mean, for purposes of this Agreement: (a) the
deliberate and continued failure to substantially perform Executive’s duties and
responsibilities under this Agreement; (b) the criminal felony conviction of, or a plea
of guilty or nolo contendere by, Executive; (c) the knowing, willful and material
violation of Company policy; (d) the act of fraud or dishonesty resulting or intended
to result in personal enrichment at the expense of the Company; (e) the gross
misconduct in performance of duties that results in material economic harm to the
Company; or (f) the material breach of this Agreement by Executive. Notwithstanding
the foregoing, in order to establish “Cause” for Executive’s termination for purposes
of clauses (a), (c) and (f) above, the Company must deliver a written demand to
Executive which specifically identifies the conduct that may provide grounds for Cause,
and the Executive must have failed to cure such conduct within thirty (30) days after
such demand. Reference in this paragraph to the Company shall also include direct and
indirect subsidiaries of the Company.






	 	(d)	 	Without Cause. The Company may terminate the Employment Term and
Executive’s employment hereunder other than for Cause, Disability or death. The
Company shall deliver to Executive a Notice of Termination (as defined in Section 8
below) prior to such termination other than for Cause, Disability or death, which
notice shall specify the termination date.






	 	(e)	 	Good Reason. Executive may terminate the Employment Term and his
employment hereunder with the Company for Good Reason (as defined below) by delivering
to the Company a Notice of Termination not less than thirty (30) days prior to such
termination for Good Reason. The Company shall have the option of terminating
Executive’s duties and responsibilities prior to the expiration of such thirty-day
notice period. For purposes of this Agreement, “Good Reason” means any of the
following: (a) a material diminution in Executive’s duties, title or position; (b) a
reduction of ten percent (10%) or more by the Company in the Executive’s Base Salary
except for across-the-board salary reductions similarly affecting all senior executive
officers of the Company; or (c) a material breach by the Company of its obligations
under this Agreement. Good Reason shall not exist unless Executive shall provide
notice of the existence of the Good Reason condition within ninety (90) days of the
date Executive learns of the condition. The Company shall have a period of thirty (30)
days during which it may remedy the condition, and in case of full remedy such
condition shall not be deemed to constitute Good Reason hereunder.






	 	(f)	 	Without Good Reason. Executive may voluntarily terminate the
Employment Term and Executive’s employment hereunder without Good Reason by delivering
to the Company a Notice of Termination not less than thirty (30) days prior to such
termination and the Company shall have the option of terminating Executive’s duties and
responsibilities, but not the employment relationship, prior to the expiration of such
thirty-day notice period.






	8.	 	Notice of Termination. Any purported termination by the Company or by Executive shall
be communicated by written Notice of Termination to the other party hereto. For purposes of
this Agreement, a “Notice of Termination” shall mean a notice that indicates a termination
date, the specific termination provision in this Agreement relied upon and sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so indicated. For purposes of this Agreement, no
such purported termination of Executive’s employment hereunder shall be effective without such
Notice of Termination (unless waived by the party entitled to receive such notice, in the
manner described in Section 15(g)).






	9.	 	Compensation upon Termination. Upon termination of Executive’s employment during the
Employment Term, Executive shall be entitled to the following benefits:






	 	(a)	 	Termination by the Company for Cause or by Executive without Good
Reason. If Executive’s employment is terminated by the Company for Cause or by
Executive without Good Reason, the Company shall provide Executive with the following
payments and benefits (collectively, the “Accrued Compensation”):






	 	(i)	 	any accrued and unpaid Base Salary;






	 	(ii)	 	any Annual Incentive Compensation earned but unpaid in respect
of any completed fiscal year preceding the termination date;






	 	(iii)	 	reimbursement for any and all monies advanced or expenses
incurred in connection with Executive’s employment for reasonable and necessary
expenses incurred by Executive on behalf of the Company for the period ending
on the termination date;






	 	(iv)	 	any accrued and unpaid vacation pay;






	 	(v)	 	any previous compensation that Executive has previously
deferred (including any interest earned or credited thereon), in accordance
with the terms and conditions of the applicable deferred compensation plans or
arrangements then in effect, to the extent vested as of Executive’s termination
date; and






	 	(vi)	 	any amount or benefit as provided under any plan, program,
agreement or corporate governance document of the Company or its affiliates
that are then-applicable (the “Company Arrangements”), in accordance with the
terms thereof.






	 	(b)	 	Termination by the Company for Disability. If Executive’s employment is
terminated by the Company for Disability, Executive shall be entitled to:






	 	(i)	 	the Accrued Compensation; and






	 	(ii)	 	accelerated payment of any unpaid Replacement Restricted Cash
Compensation or RSU Replacement Compensation Amount which shall be paid within
ten (10) business days of termination.






	 	(c)	 	Termination By Reason of Death. If Executive’s employment is terminated
by reason of Executive’s death, Executive shall be entitled to:






	 	(i)	 	the Accrued Compensation; and






	 	(ii)	 	accelerated payment of any unpaid Replacement Restricted Cash
Compensation or RSU Replacement Compensation Amount which shall be paid within
ten (10) business days of termination.






	 	(d)	 	Termination by the Company Other Than for Cause, Disability or Death, or by
Executive with Good Reason. If Executive’s employment with the Company shall be
terminated (x) by the Company other than for Cause, Disability or death, or (y) by
Executive with Good Reason, Executive shall be entitled to the following payments and
benefits; provided that, in the case of clauses (ii), (iii) and (iv) below, Executive
shall have executed and not revoked a release of claims in substantially the form set
forth in Exhibit B hereto:






	 	(i)	 	the Accrued Compensation;






	 	(ii)	 	an amount equal to the product of (A) the Annual Incentive
Compensation that Executive would have been entitled to receive in respect of
the fiscal year in which Executive’s termination date occurs, had Executive
continued in employment until the end of such fiscal year, which amount shall
be determined based on the Company’s actual performance for such year relative
to the Company performance goals applicable to Executive (with that portion of
the Annual Incentive Compensation based upon completion or partial completion
of previously specified personal goals equal to 30% of the Target Annual
Incentive and without any exercise of negative discretion with respect to
Executive with respect to the remainder of the Annual Incentive Compensation in
excess of that applied either to senior executives of the Company generally for
the applicable performance period or in accordance with the Company’s
historical past practice), and (B) a fraction (x) the numerator of which is the
number of days in such fiscal year through termination date and (y) the
denominator of which is 365; such amount shall be payable in a cash lump sum
payment at the time such incentive awards are payable to other participants,
but in no event later than the 15th day of the third month following the end
of the taxable year (of the Company or Executive, whichever is later) in which
the termination took place;






	 	(iii)	 	in lieu of any further Base Salary or other compensation or
benefits not described in clauses (i), (ii), (iv), or (v) for periods
subsequent to the termination date, an amount in cash equal to (A) two (2)
times Executive’s Base Salary plus (B) two (2) times Executive’s Target Annual
Incentive which amount shall be payable in three equal installments of 1/3 of
such amount with the first payment payable (i) sixty (60) days following such
termination, (ii) the second payment payable on the first anniversary of such
termination, and (iii) the third payment payable on the second anniversary of
termination; and






	 	(iv)	 	accelerated payment of any unpaid Replacement Restricted Cash
Compensation or RSU Replacement Compensation Amount which shall be paid within
sixty (60) days following such termination; and






	 	(v)	 	the Company shall provide Executive and Executive’s dependents
with continued coverage under any health, medical, dental, vision or life
insurance program or policy in which Executive was eligible to participate as
of the time of Executive’s employment termination, for two (2) years following
such termination on terms no less favorable to Executive and Executive’s
dependents (including with respect to payment for the costs thereof) than those
in effect immediately prior to such termination, which coverage shall cease, on
a benefit-by benefit basis, once any coverage is made available to Executive by
a subsequent employer. COBRA continuation coverage shall run concurrently with
such two-year period. Anything herein to the contrary notwithstanding, the
terms of this Section 9(d)(v) shall be modified to the extent required to meet
the provisions of any federal law applicable to the healthcare plans and
arrangements of the Company, including to the extent required to maintain the
grandfathered status of such plans or arrangements under federal law. Any
failure to provide the coverage specified herein shall not in and of itself
constitute a breach of this Agreement, provided, however, that the Company
shall use its reasonable efforts to provide economically equivalent payments or
benefits to Executive to the extent possible without adverse effects on the
Company, to the extent permitted by law.






	 	(e)	 	Expiration of Employment Term After Notice of Non-Renewal by the
Company. If the Executive’s employment terminates at the end of the Employment Term
because the Company has delivered a notice of non-renewal (as described in Section 1),
Executive shall be entitled to the following payments and benefits:






	 	(i)	 	the Accrued Compensation; and






	 	(ii)	 	accelerated payment of any unpaid Replacement Restricted Cash
Compensation or RSU Replacement Compensation Amount which shall be paid within
sixty (60) days following such termination; and






	 	(iii)	 	the Company shall provide Executive and Executive’s dependents
with continued coverage under any health, medical, dental, vision or life
insurance program or policy in which Executive was eligible to participate as
of the time of Executive’s employment termination, for two (2) years following
such termination on terms no less favorable to Executive and Executive’s
dependents (including with respect to payment for the costs thereof) than those
in effect immediately prior to such termination, which coverage shall cease, on
a benefit-by benefit basis, once any coverage is made available to Executive by
a subsequent employer. COBRA continuation coverage shall run concurrently with
such two-year period. Anything herein to the contrary notwithstanding, the
terms of this Section 9(d)(v) shall be modified to the extent required to meet
the provisions of any federal law applicable to the healthcare plans and
arrangements of the Company, including to the extent required to maintain the
grandfathered status of such plans or arrangements under federal law. Any
failure to provide the coverage specified herein shall not in and of itself
constitute a breach of this Agreement, provided, however, that the Company
shall use its reasonable efforts to provide economically equivalent payments or
benefits to Executive to the extent possible without adverse effects on the
Company, to the extent permitted by law.






	 	(f)	 	No Mitigation. Executive shall not be required to mitigate the amount
of any payment provided for under this Agreement by seeking other employment or
otherwise and, except as provided in Section 9(d)(v) above, no such payment shall be
offset or reduced by the amount of any compensation or benefits provided to Executive
in any subsequent employment.






	10.	 	Section 409A. Notwithstanding anything contained herein to the contrary, to the
extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A
of the Code, (i) no amounts shall be paid to Executive under Section 9 of this Agreement until
Executive would be considered to have incurred a separation from service from the Company
within the meaning of Section 409A of the Code, and (ii) amounts that would otherwise be
payable and benefits that would otherwise be provided pursuant to this Agreement during the
six-month period immediately following Executive’s separation from service shall instead be
paid on the first business day after the date that is six months following Executive’s
separation from service (or death, if earlier). Each amount to be paid or benefit to be
provided to Executive pursuant to this Agreement, which constitutes deferred compensation
subject to Section 409A, shall be construed as a separate identified payment for purposes of
Section 409A. To the extent required to avoid an accelerated or additional tax under Section
409A, amounts reimbursable to Executive under this Agreement shall be paid to Executive on or
before the last day of the year following the year in which the expense was incurred and the
amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive)
during any one year may not effect amounts reimbursable or provided in any subsequent year;
provided, however, that with respect to any reimbursements for any taxes which Executive would
become entitled to under the terms of this Agreement, the payment of such reimbursements shall
be made by the Company no later than the end of the calendar year following the calendar year
in which Executive remits the related taxes.






	11.	 	Records and Confidential Data.






	 	(a)	 	Executive acknowledges that in connection with the performance of Executive’s
duties during the Employment Term, the Company will make available to Executive, or
Executive will develop and have access to, certain Confidential Information (as defined
below) of the Company and its subsidiaries. Executive acknowledges and agrees that any
and all Confidential Information learned or obtained by Executive during the course of
Executive’s employment by the Company or otherwise, whether developed by Executive
alone or in conjunction with others or otherwise, shall be and is the property of the
Company and its subsidiaries.






	 	(b)	 	Executive shall keep confidential all Confidential Information, shall not use
Confidential Information in any manner that is detrimental to the Company, shall not
use Confidential Information other than in connection with Executive’s discharge of
Executive’s duties hereunder, and shall safeguard the Company from unauthorized
disclosure; provided, however, that Confidential Information may be disclosed by
Executive (i) to the Company and its affiliates, or to any authorized agent or
representative of any of them, (ii) in connection with performing his duties hereunder,
(iii) subject to Section 12(c), when required to do so by law or by a court,
governmental agency, legislative body, arbitrator or other person with apparent
jurisdiction to order him to divulge, disclose or make accessible such information,
provided that Executive notify the Company prior to such disclosure, (iv) in the course
of any proceeding under Sections 13 or 14 of this Agreement or (v) in confidence to an
attorney or other professional advisor for the purpose of securing professional advice,
so long as such attorney or advisor is subject to confidentiality restrictions no less
restrictive than those applicable to Executive hereunder.






	 	(c)	 	As soon as possible following the termination of Executive’s employment
hereunder, Executive shall return to the Company all written Confidential Information
that is in his possession or control and destroy all of his copies of any analyses,
compilations, studies or other documents containing or reflecting any Confidential
Information. Within five (5) business days of the receipt of such request by Executive,
Executive shall, upon written request of the Company, deliver to the Company a document
certifying that such written Confidential Information has been returned or destroyed in
accordance with this Section 11(c).






	 	(d)	 	For the purposes of this Agreement, “Confidential Information” shall mean all
confidential and proprietary information of the Company and its subsidiaries,
including, without limitation,






	 	(i)	 	trade secrets concerning the business and affairs of the
Company and its subsidiaries, product specifications, data, know-how, formulae,
compositions, processes, non-public patent applications, designs, sketches,
photographs, graphs, drawings, samples, inventions and ideas, past, current,
and planned research and development, current and planned manufacturing or
distribution methods and processes, customer lists, current and anticipated
customer requirements, price lists, market studies, business plans, computer
software and programs (including object code and source code), computer
software and database technologies, systems, structures, and architectures (and
related formulae, compositions, processes, improvements, devices, know-how,
inventions, discoveries, concepts, ideas, designs, methods and information);






	 	(ii)	 	information concerning the business and affairs of the Company
and its subsidiaries (which includes unpublished financial statements,
financial projections and budgets, unpublished and projected sales, capital
spending budgets and plans, the names and backgrounds of key personnel, to the
extent not publicly known, personnel training and techniques and materials)
however documented; and






	 	(iii)	 	notes, analysis, compilations, studies, summaries, and other
material prepared by or for the Company or its subsidiaries containing or
based, in whole or in part, on any information included in the foregoing. For
purposes of this Agreement, the Confidential Information shall not include and
Executive’s obligations shall not extend to (i) information that is generally
available to the public, (ii) information obtained by Executive other than
pursuant to or in connection with this employment and (iii) information that is
required to be disclosed by law or legal process.






	12.	 	Covenant Not to Solicit, Not to Compete, Not to Disparage and to Cooperate in
Litigation.






	 	(a)	 	Covenant Not to Solicit. To protect the Confidential Information and
other trade secrets of the Company as well as the goodwill and competitive business of
the Company, Executive agrees, during the Employment Term and for a period of
twenty-four (24) months after Executive’s cessation of employment with the Company, (i)
not to solicit or participate in or assist in any way in the solicitation of any
employees of the Company (ii) not to solicit, influence or attempt to influence any
person who was a customer of the Company or its affiliates during the period of
Executive’s employment hereunder or solicit, influence or attempt to influence
potential customers who are or were identified through leads developed during the
course of employment with the Company, or otherwise divert or attempt to divert any
existing business of the Company and its affiliates. For purposes of clause (i) of
this covenant, “solicit” or “solicitation” means directly or indirectly influencing or
attempting to influence employees of the Company to cease employment with the Company
(except in the course of Executive’s duties to the Company) or to become employed with
any other person, partnership, firm, corporation or other entity, provided, that
solicitation through general advertising not targeted at the Company’s employees or the
provision of references shall not constitute a breach of such obligations. Executive
agrees that the covenants contained in this Section 12(a) are reasonable and desirable
to protect the Confidential Information of the Company.






	 	(b)	 	Covenant Not to Compete.






	 	(i)	 	To protect the Confidential Information and other trade secrets
of the Company as well as the goodwill and competitive business of the Company,
Executive agrees, during the Employment Term and for a period of twenty-four
(24) months after Executive’s cessation of employment with the Company, that
Executive will not, except in the course of Executive’s employment hereunder,
directly or indirectly for the Executive or any third party, manage, operate,
control, or participate in the management, operation, or control of, be
employed by, associated with, or in any manner connected with, lend Executive’s
name to, or render services or advice to, any third party, or any business,
whose services or products compete (including as described below) with the
material services or products of the Company; provided, however, that
Executive may in any event (x) own up to a 5% passive ownership interest in any
public or private entity, and (y) be employed by, or otherwise have material
association with, any business whose services or products compete with the
material services or products of the Company so long as his employment or
association is solely with a separately managed and operated division or
affiliate of such business that does not compete with the Company.






	 	(ii)	 	For purposes of this Section 12(b), any third party, or any
business, whose products compete includes any entity engaged in any business or
activity which is directly in competition with any services or products sold
by, or any business or activity engaged in by, the Company or any of its
affiliates, or any entity with which the Company has a product(s) licensing
agreement at the end of the Employment Term and any entity with which the
Company is, at the time of termination, negotiating, and eventually concludes
within twelve (12) months of the Employment Term, a product licensing or
acquisition agreement.






	 	(c)	 	Cooperation in Any Investigations and Litigation. Executive agrees
that Executive will reasonably cooperate with the Company, and its counsel, in
connection with any investigation, inquiry, administrative proceeding or litigation
relating to any matter in which Executive becomes involved or of which Executive has
knowledge as a result of Executive’s service with the Company by providing truthful
information. The Company agrees to promptly reimburse Executive for reasonable
expenses (including attorneys fees and other expenses of counsel) reasonably incurred
by Executive, in connection with Executive’s cooperation pursuant to this Section
12(c). Such reimbursements shall be made as soon as practicable, and in no event later
than the calendar year following the year in which the expenses are incurred.
Executive agrees that, in the event Executive is subpoenaed by any person or entity
(including, but not limited to, any government agency) to give testimony (in a
deposition, court proceeding or otherwise) which in any way relates to Executive’s
employment by the Company, Executive will, to the extent not legally prohibited from
doing so, give prompt notice of such request to the General Counsel of the Company so
that the Company may contest the right of the requesting person or entity to such
disclosure before making such disclosure. Nothing in this provision shall require
Executive to violate Executive’s obligation to comply with valid legal process.






	 	(d)	 	Nondisparagement. Executive covenants that during and following the
Employment Term, Executive will not willfully and materially disparage or encourage or
induce others to disparage the Company or its subsidiaries, together with all of their
respective past and present directors and officers, as well as their respective past
and present managers, officers, shareholders, partners, employees, agents, attorneys,
servants and customers and each of their predecessors, successors and assigns
(collectively, the “Company Entities and Persons”); provided that such limitation shall
extend to past and present managers, officers, shareholders, partners, employees,
agents, attorneys, servants and customers only in their capacities as such or in
respect of their relationship with the Company and its subsidiaries. Nothing in this
Agreement is intended to or shall prevent Executive from providing, or limiting
testimony in response to a valid subpoena, court order, regulatory request or other
judicial, administrative or legal process or otherwise as required by law.






	 	(e)	 	Blue Pencil. It is the intent and desire of Executive and the Company
that the provisions of this Section 12 be enforced to the fullest extent permissible
under the laws and public policies as applied in each jurisdiction in which enforcement
is sought. If any particular provision of this Section 12 shall be determined to be
invalid or unenforceable, such covenant shall be amended, without any action on the
part of either party hereto, to delete there from the portion so determined to be
invalid or unenforceable, such deletion to apply only with respect to the operation of
such covenant in the particular jurisdiction in which such adjudication is made.






	 	(f)	 	Survival. Executive’s obligations under this Section 12 shall survive
the termination of the Employment Term.






	13.	 	Remedies for Breach of Obligations under Sections 11 or 12 hereof. Executive
acknowledges that the Company will suffer irreparable injury, not readily susceptible of
valuation in monetary damages, if Executive breaches Executive’s obligations under Sections 11
or 12 hereof. Accordingly, Executive agrees that the Company will be entitled, in addition to
any other available remedies, to obtain injunctive relief against any breach or prospective
breach by Executive of Executive’s obligations under Sections 11 or 12 hereof in any Federal
or state court sitting in the State of Minnesota, or, at the Company’s election, in any other
state in which Executive maintains Executive’s principal residence or Executive’s principal
place of business. Executive hereby submits to the non-exclusive jurisdiction of all those
courts for the purposes of any actions or proceedings instituted by the Company to obtain that
injunctive relief, and Executive agrees that process in any or all of those actions or
proceedings may be served by registered mail, addressed to the last address provided by
Executive to the Company, or in any other manner authorized by law.






	14.	 	Resolution of Disputes. Any claim or dispute arising out of or relating to this
Agreement, including, without limitation, Sections 6 and 7 hereof, any other Company
Arrangement, Executive’s employment with the Company, or any termination thereof
(collectively, “Covered Claims”) shall (except to the extent otherwise provided in
Section 13 with respect to certain requests for injunctive relief) be resolved [(x) if
mutually agreed by the Company and Executive, by confidential mediation with the assistance of
an independent mediator selected by mutual agreement of the parties, or (y) if such mediation
is not successful or if such mediation is not mutually agreed by the Company or Executive, by
litigation to occur in the District Court of the Second Judicial District, County of Ramsey,
State of the Minnesota or the United States District Court for the District of Minnesota.]
Each party shall bear its (or his) own costs, including, without limitation, the fees and
expenses of its (or his) own attorney, and the fees and expenses of the arbitrator shall be
borne equally by each party.






	15.	 	Representations and Warranties.






	 	(a)	 	The Company represents and warrants that (i) it is fully authorized by action
of the Board of Directors of the Company (and of any other person or body whose action
is required) to enter into this Agreement and to perform its obligations under it, (ii)
the execution, delivery and performance of this Agreement by it does not violate any
applicable law, regulation, order, judgment or decree or any agreement, arrangement,
plan or corporate governance document (x) to which it is a party or (y) by which it is
bound, and (iii) upon the execution and delivery of this Agreement by the parties, this
Agreement shall be its valid and binding obligation, enforceable against it in
accordance with its terms, except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of
creditors’ rights generally.






	 	(b)	 	Executive represents and warrants to the Company that Executive is not a party
to or otherwise bound by any agreement or arrangement (including, without limitation,
any license, covenant, or commitment of any nature), or subject to any judgment,
decree, or order of any court or administrative agency, that would conflict with or
will be in conflict with or in any way preclude, limit or inhibit Executive’s ability
to execute this Agreement or to carry out Executive’s duties and responsibilities
hereunder.






	16.	 	Miscellaneous.






	 	(a)	 	Successors and Assigns.






	 	(i)	 	This Agreement shall be binding upon and shall inure to the
benefit of the Company, its successors and permitted assigns and the Company
shall require any successor or assign to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession or assignment had taken place. The
Company may not assign or delegate any rights or obligations hereunder except
to a successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the
Company. The term “the Company” as used herein shall include a corporation or
other entity acquiring all or substantially all the assets and business of the
Company (including this Agreement) whether by operation of law or otherwise.






	 	(ii)	 	Neither this Agreement nor any right or interest hereunder
shall be assignable or transferable by Executive, Executive’s beneficiaries or
legal representatives, except by will or by the laws of descent and
distribution. This Agreement shall inure to the benefit of and be enforceable
by Executive’s legal personal representatives.






	 	(b)	 	Fees and Expenses. The Company shall pay reasonable and documented
legal fees and related expenses, up to a maximum amount of $25,000, incurred by
Executive in connection with the negotiation of this Agreement. Such reimbursement
shall be made as soon as practicable, but in no event later than the end of the
calendar year following the calendar year in which the expenses were incurred.






	 	(c)	 	Indemnification. The Company shall indemnify Executive as provided in
Company’s by-laws and Articles of Incorporation.






	 	(d)	 	Right to Counsel. Executive acknowledges that Executive has had the
opportunity to consult with legal counsel of Executive’s choice in connection with the
drafting, negotiation and execution of this Agreement and related employment
arrangements.






	 	(e)	 	Notice. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement (including the Notice of Termination)
shall be in writing and shall be deemed to have been duly given when personally
delivered or sent by Certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses last given by each party to the other, provided
that all notices to the Company shall be directed to the attention of the General
Counsel of the Company. All notices and communications shall be deemed to have been
received on the date of delivery thereof or on the third business day after the mailing
thereof, except that notice of change of address shall be effective only upon receipt.






	 	(f)	 	Withholding. The Company shall be entitled to withhold the amount, if
any, of all taxes of any applicable jurisdiction required to be withheld by an employer
with respect to any amount paid to Executive hereunder. The Company, in its sole and
absolute discretion, shall make all determinations as to whether it is obligated to
withhold any taxes hereunder and the amount hereof.






	 	(g)	 	Modification. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing and
signed by Executive and the Company. No waiver by either party hereto at any time of
any breach by the other party hereto of, or compliance with, any condition or provision
of this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreement or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either party which
is not expressly set forth in this Agreement.






	 	(h)	 	Effect of Other Law. Anything herein to the contrary notwithstanding,
the terms of this Agreement shall be modified to the extent required to meet the
provisions of any federal law applicable to the employment arrangements between
Executive and the Company. Any delay in providing benefits or payments, any failure to
provide a benefit or payment, or any repayment of compensation that is required under
the preceding sentence shall not in and of itself constitute a breach of this
Agreement, provided, however, that the Company shall provide economically equivalent
payments or benefits to Executive to the extent permitted by law.






	 	(i)	 	Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Minnesota applicable to contracts
executed in and to be performed entirely within such State, without giving effect to
the conflict of law principles thereof.






	 	(j)	 	Inconsistencies. In the event of any inconsistency between any
provision of this Agreement and any provision of any employee handbook, personnel
manual, program, policy, or arrangement of the Company or its affiliates (including,
without limitation, any provisions relating to notice requirements and post-employment
restrictions), the provisions of this Agreement and the Exhibits hereto, shall control,
unless the parties otherwise agree in a writing that expressly refers to the provision
of this Agreement whose control he is waiving.






	 	(k)	 	Beneficiaries/References. In the event of Executive’s death or a
judicial determination of his incompetence, references in this Agreement to Executive
shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal
representative.






	 	(l)	 	Survivorship. Except as otherwise set forth in this Agreement, the
respective rights and obligations of the parties hereunder shall survive the Employment
Term and any termination of the Executive’s employment.






	 	(m)	 	Severability. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.






	 	(n)	 	Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto and supersedes all prior agreements, if any, understandings
and arrangements, oral or written, between the parties hereto with respect to the
subject matter hereof; provided, however, that this Agreement shall not supersede the
Change in Control Agreement between the Company and the Executive dated as of the day
and year first above written (the “Change in Control Agreement”). Notwithstanding
anything to the contrary contained herein, no payments shall be made (nor benefits
provided) under Section 9 of this Agreement in the event that the Executive is entitled
to payments or benefits under the Change in Control Agreement.






	 	(o)	 	Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same
agreement.






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




CHS INC.




By:  /s/ Michael Toelle



	 
	 	 	Name:	 	 	Michael Toelle
	 	 	Title: Chairman of the Board of Directors






CARL M. CASALE




/s/ Carl M. Casale