Exhibit
10.1


CHANGE OF CONTROL EMPLOYMENT
AGREEMENT


AGREEMENT,
dated as of the 22nd  day of May,  2007  (this “Agreement”), by and between UAP Holding Corp., a
Delaware  corporation (the “Company”), and Larry
K. Cordell (the “Executive”).


WHEREAS,
the Board of Directors of the Company (the “Board”), has determined that it is
in the best interests of the Company and its shareholders to assure that
the Company will have the continued
dedication of the Executive, notwithstanding the possibility, threat or
occurrence of a Change of Control (as defined herein).  The Board believes it is imperative to
diminish the inevitable distraction of the Executive by virtue of the personal
uncertainties and risks created by a pending or threatened Change of Control
and to encourage the Executive’s full attention and dedication to the Company
in the event of any threatened or pending Change of Control, and to provide the
Executive with compensation and benefits arrangements upon a Change of Control
that ensure that the compensation and benefits expectations of the Executive
will be satisfied and that provide the Executive with compensation and benefits
arrangements that are competitive with those of other corporations.  Therefore, in order to accomplish these
objectives, the Board has caused the Company to enter into this Agreement.


NOW,
THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:


Section
1.              Certain Definitions.  (a)  “Effective
Date” means the first date during the Change of Control Period (as defined
herein) on which a Change of Control occurs. 
Notwithstanding anything in this Agreement to the contrary, if a Change
of Control occurs and if the Executive’s employment with the Company is
terminated prior to the date on which the Change of Control occurs, and if it
is reasonably demonstrated by the Executive that such termination of employment
(1) was at the request of a third party that has taken steps reasonably calculated
to effect a Change of Control or (2) otherwise arose in connection with or
anticipation of a Change of Control, then “Effective Date” means the date immediately
prior to the date of such termination of employment.


(b)           “Change
of Control Period” means the period commencing on the date hereof and ending on
the third anniversary of the date hereof; provided,
however, that, commencing on the
date one year after the date hereof, and on each annual anniversary of such
date (such date and each annual anniversary thereof, the “Renewal Date”),
unless previously terminated, the Change of Control Period shall be
automatically extended so as to terminate three years from such Renewal Date,
unless, at least 60 days prior to the Renewal Date, the Company shall give
notice to the Executive that the Change of Control Period shall not be so
extended.


(c)           “Affiliated
Company” means any company controlled by, controlling or under common control
with the Company.


(d)           “Change
of Control” means:













(1)           Any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 35% or more of either (A)
the then-outstanding shares of common stock of the Company (the “Outstanding Company
Common Stock”) or (B) the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of directors
(the “Outstanding Company Voting Securities”); provided,
however, that, for purposes of this
Section 1(d), the following acquisitions shall not constitute a Change of
Control:  (i) any acquisition directly
from the Company, (ii) any acquisition by the Company, (iii) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any Affiliated Company, (iv) any acquisition by any corporation
pursuant to a transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B)
and 1(d)(3)(C), or (v) any acquisition involving beneficial ownership of less
than 50% of the Outstanding Company Common Stock or the Outstanding Company
Voting Securities which is determined by the Board, based on review of public
disclosure by the acquiring Person with respect to its passive investment
intent, not to have a purpose or effect of changing or influencing the control
of the Company, provided, however, that for
purposes of this Section 1(d)(1)(v), any such acquisition in connection with
(x) an actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or
consents or (y) any Business Combination (as defined in Section 1(d)(3)) shall
be presumed to be for the purpose or with the effect of changing or influencing
the control of the Company;


(2)           During any period of five (5) consecutive years, individuals who, as of
the date hereof, constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board;


(3)           Consummation of a reorganization (excluding a reorganization under
either Chapter 7 or Chapter 11 of Title 11 of the United States Code), merger,
statutory share exchange or consolidation or similar transaction involving the
Company or any of its subsidiaries, a sale or other disposition of all or
substantially all of the assets of the Company, or the acquisition of assets or
stock of another entity by the Company or any of its subsidiaries (each, a
“Business Combination”), in each case unless, following such Business
Combination, (A) all or substantially all of the individuals and entities that
were the beneficial owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock (or, for



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a non-corporate entity,
equivalent securities) and the combined voting power of the then-outstanding
voting securities entitled to vote generally in the election of directors (or,
for a non-corporate entity, equivalent governing body), as the case may be, of
the entity resulting from such Business Combination (including, without limitation,
an entity that, as a result of such transaction, owns the Company or all or
substantially all of the Company’s assets either directly or through one or
more subsidiaries) in substantially the same proportions as their ownership
immediately prior to such Business Combination of the Outstanding Company
Common Stock and the Outstanding Company Voting Securities, as the case may be,
(B) no Person (excluding any corporation resulting from such Business
Combination or any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of, respectively, the then-outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then-outstanding voting
securities of such corporation, except to the extent that such ownership
existed prior to the Business Combination, and (C) at least a majority of the
members of the board of directors (or, for a non-corporate entity, equivalent
governing body) of the entity resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial agreement
or of the action of the Board providing for such Business Combination; or


(4)           Approval by the shareholders  of
the Company of a complete liquidation or dissolution of the Company.


Section
2.              Employment Period.  The
Company hereby agrees to continue the Executive in its employ, subject to the
terms and conditions of this Agreement, for the period commencing on the
Effective Date and ending on the second anniversary of the Effective Date (the
“Employment Period”).  The Employment
Period shall terminate upon the Executive’s termination of employment for any
reason.


Section
3.              Terms of Employment.


(a)           Position and Duties.  During the Employment
Period, and excluding any periods of vacation and sick leave to which the
Executive is entitled, the Executive agrees to devote reasonable attention and
time during normal business hours to the business and affairs of the Company
and, to the extent necessary to discharge the responsibilities assigned to the
Executive hereunder, to use the Executive’s reasonable best efforts to perform
faithfully and efficiently such responsibilities.  During the Employment Period, it shall not be
a violation of this Agreement for the Executive to (A) serve on corporate,
civic or charitable boards or committees, (B) deliver lectures, fulfill
speaking engagements or teach at educational institutions and (C) manage
personal investments, so long as such activities do not significantly interfere
with the performance of the Executive’s responsibilities as an employee of the
Company in accordance with this Agreement. 
It is expressly understood and agreed that, to the extent that any such
activities have been conducted by the Executive prior to the Effective Date,
the continued conduct of such activities (or the conduct of activities similar
in nature and scope thereto) 



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subsequent to
the Effective Date shall not thereafter be deemed to interfere with the performance
of the Executive’s responsibilities to the Company.  To the extent required by the policies of the
Company, the Executive shall notify the Company with respect to his service (or
continuation of service) on any corporate, civic or charitable board or committee
on or after the Effective Date.


(b)           Compensation.  (1)  Base Salary.  During
the Employment Period, the Executive shall receive an annual base salary (the
“Annual Base Salary”) at an annual rate at least equal to 12 times the highest
monthly base salary paid or payable, including any base salary that has been
earned but deferred, to the Executive by the Company and the Affiliated
Companies in respect of the 12-month period immediately preceding the month in
which the Effective Date occurs.  The Annual
Base Salary shall be paid at such intervals as the Company pays executive
salaries generally.  During the
Employment Period, the Annual Base Salary shall be reviewed at least annually,
beginning no more than 12 months after the last salary increase awarded to the
Executive prior to the Effective Date. 
Any increase in the Annual Base Salary shall not serve to limit or
reduce any other obligation to the Executive under this Agreement.  The Annual Base Salary shall not be reduced
after any such increase and the term “Annual Base Salary” shall refer to the
Annual Base Salary as so increased.


(2)           Annual Bonus.  In
addition to the Annual Base Salary, the Executive shall be eligible to receive,
for each fiscal year ending during the Employment Period, an annual bonus (the
“Annual Bonus”) in cash under the Company’s annual incentive compensation
plans, as may be in effect from time to time (the “Annual Incentive
Plans”).  For each fiscal year ending
during the Employment Period, (a) the Executive’s target bonus opportunity
under such Annual Incentive Plans shall at least equal the Executive’s target
bonus under the Annual Incentive Plans for the year in which the Effective Date
occurs (the “Recent Target Bonus”), (b) any performance goals or other criteria
used to determine the actual Annual Bonus earned shall not be substantially
less favorable to the Executive than any such performance goals or other
criteria with respect to the Annual Bonus as applicable for the year in which
the Effective Date occurs and (c) to the extent permitted under the Annual
Incentive Plans, the exercise of negative discretion under the Annual Incentive
Plans shall be no greater than the exercise of such discretion for the year
immediately preceding the year in which the Effective Date occurs.  Each such Annual Bonus shall be paid, to the
extent earned, no later than two and a half months after the end of the fiscal
year for which the Annual Bonus is awarded, unless the Executive shall elect to
defer the receipt of such Annual Bonus pursuant to an arrangement that meets
the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”).


(3)           Incentive, Savings and
Retirement Plans.  During the Employment Period, the Executive
shall be entitled to participate in all cash incentive, equity incentive, savings
and retirement plans, practices, policies, and programs applicable generally to
other peer executives of the Company and the Affiliated Companies, but in no
event shall such plans, practices, policies and programs provide the Executive
with incentive opportunities (measured with respect to both



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regular and special
incentive opportunities, to the extent, if any, that such distinction is applicable),
savings opportunities and retirement benefit opportunities, in each case, less
favorable, in the aggregate, than the most favorable of those provided by the
Company and the Affiliated Companies for the Executive under such plans,
practices, policies and programs as in effect at any time during the 120-day
period immediately preceding the Effective Date or, if more favorable to the
Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company and the Affiliated Companies.


(4)           Welfare Benefit Plans.  During the Employment Period, the Executive and/or the Executive’s
family, as the case may be, shall be eligible for participation in and shall
receive all benefits under welfare benefit plans, practices, policies and
programs provided by the Company and the Affiliated Companies (including, without
limitation, medical, prescription, dental, disability, employee life, group
life, accidental death and travel accident insurance plans and programs) to the
extent applicable generally to other peer executives of the Company and the
Affiliated Companies, provided, that
such welfare benefit plans, practices, policies and programs provided to the
Executive during the Employment Period shall be substantially similar, in the
aggregate, to the most favorable of such plans, practices, policies and
programs in effect for the Executive at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the
Executive, those provided generally at any time after the Effective Date to
other peer executives of the Company and the Affiliated Companies.


(5)           Expenses.  During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable expenses incurred by the
Executive in accordance with the most favorable policies, practices and procedures
of the Company and the Affiliated Companies in effect for the Executive at any
time during the 120-day period immediately preceding the Effective Date or, if
more favorable to the Executive, as in effect generally at any time thereafter
with respect to other peer executives of the Company and the Affiliated Companies.


(6)           Fringe Benefits.  During the Employment Period, the Executive shall be entitled to fringe
benefits, including, without limitation, tax and financial planning services,
payment of club dues, and, if applicable, use of an automobile and payment of
related expenses, in accordance with the most favorable plans, practices, programs
and policies of the Company and the Affiliated Companies in effect for the
Executive at any time during the 120-day period immediately preceding the Effective
Date or, if more favorable to the Executive, as in effect generally at any time
thereafter with respect to other peer executives of the Company and the Affiliated
Companies.


(7)           Office and Support Staff.  During the Employment Period, the Executive shall be entitled to an
office or offices and exclusive personal secretarial and other assistance, at
least equal to the most favorable of the foregoing provided to the Executive by
the Company and the Affiliated Companies at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable



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to the Executive, as
provided generally at any time thereafter with respect to other peer executives
of the Company and the Affiliated Companies.


(8)           Vacation.  During the Employment Period, the Executive shall be entitled to paid
vacation in accordance with the most favorable plans, policies, programs and
practices of the Company and the Affiliated Companies as in effect for the
Executive at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally
at any time thereafter with respect to other peer executives of the Company and
the Affiliated Companies.


Section
4.              Termination of Employment.  (a)  Death or Disability.  The Executive’s employment shall terminate
automatically if the Executive dies during the Employment Period.  If the Company determines in good faith that
the Disability (as defined herein) of the Executive has occurred during the
Employment Period (pursuant to the definition of “Disability”), it may give to
the Executive written notice in accordance with Section 11(b) of its intention
to terminate the Executive’s employment. 
In such event, the Executive’s employment with the Company shall
terminate effective on the 30th day after receipt of such notice by the Executive
(the “Disability Effective Date”), provided that,
within the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive’s duties.  “Disability” means the absence of the
Executive from the Executive’s duties with the Company on a full-time basis for
180 consecutive business days as a result of incapacity due to mental or
physical illness that is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive’s legal representative.


(b)           Cause.  The Company may terminate the Executive’s
employment during the Employment Period with or without Cause.  “Cause” means:


(1)           the willful and continued failure of the Executive to perform substantially
the Executive’s duties (as contemplated by Section 3(a)(1)(A)) with the Company
or any Affiliated Company (other than any such failure resulting from
incapacity due to physical or mental illness or following the Executive’s
delivery of a Notice of Termination for Good Reason), after a written demand for
substantial performance is delivered to the Executive by the Board or the Chief
Executive Officer of the Company that specifically identifies the manner in
which the Board or the Chief Executive Officer of the Company believes that the
Executive has not substantially performed the Executive’s duties, or


(2)           the willful engaging by the Executive in illegal conduct or gross
misconduct that is materially and demonstrably injurious to the Company.


For purposes of this Section 4(b), no act, or
failure to act, on the part of the Executive shall be considered “willful”
unless it is done, or omitted to be done, by the Executive in bad faith or
without reasonable belief that the Executive’s action or omission was in the
best interests of the Company.  Any act,
or failure to act, based upon authority (A) given pursuant to a resolution duly
adopted by the Board, or if



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the Company is not the ultimate parent
corporation of the Affiliated Companies and is not publicly-traded, the board
of directors of the ultimate parent of the Company (the “Applicable Board”), or
(B) based upon the advice of counsel for the Company shall be conclusively
presumed to be done, or omitted to be done, by the Executive in good faith and
in the best interests of the Company. 
The cessation of employment of the Executive shall not be deemed to be
for Cause unless and until there shall have been delivered to the Executive a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters of the entire membership of the Applicable Board (excluding the
Executive, if the Executive is a member of the Applicable Board) at a meeting
of the Applicable Board called and held for such purpose (after reasonable
notice is provided to the Executive and the Executive is given an opportunity,
together with counsel for the Executive, to be heard before the Applicable
Board), finding that, in the good faith opinion of the board, the Executive is
guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and specifying
the particulars thereof in detail.


(c)           Good Reason.  The Executive’s employment may be terminated
by the Executive for Good Reason or by the Executive voluntarily without Good
Reason.  “Good Reason” means:


(1)           the assignment to the Executive of any duties inconsistent in any
respect with the Executive’s position (including status, offices, titles and
reporting requirements), authority, duties or responsibilities with the
most significant of those held, exercised and assigned at any time during the
120-day period immediately preceding the Effective Date, or any other diminution in such position, authority, duties or
responsibilities (whether or not occurring solely as a result of the Company’s
ceasing to be a publicly traded entity), excluding for this purpose an
isolated, insubstantial and inadvertent action not taken in bad faith and that
is remedied by the Company promptly after receipt of notice thereof given by
the Executive;


(2)           any failure by the Company to comply with any of the provisions of
Section 3(b), other than an isolated, insubstantial and inadvertent failure not
occurring in bad faith and that is remedied by the Company promptly after
receipt of notice thereof given by the Executive;


(3)           the Company’s requiring the Executive (i) to be based at any office or
location other than where the Executive was employed immediately preceding the
Effective Date or at any other location more than 60 miles from such office,
(ii) to be based at a location other than the principal executive offices of
the Company if the Executive was employed at such location immediately
preceding the Effective Date, or (iii) to travel on Company business to a substantially
greater extent than required immediately prior to the Effective Date;


(4)           any purported termination by the Company of the Executive’s employment
otherwise than as expressly permitted by this Agreement; or



 7
 









(5)           any failure by the Company to comply with and satisfy Section 10(c).


The
Executive’s mental or physical incapacity following the occurrence of an event
described above in clauses (1) through (5) shall not affect the Executive’s
ability to terminate employment for Good Reason.


(d)           Notice of Termination.  Any termination by the Company for Cause, or by the Executive for Good
Reason, shall be communicated by Notice of Termination to the other party
hereto given in accordance with Section 11(b). 
“Notice of Termination” means a written notice that (1) indicates the
specific termination provision in this Agreement relied upon, (2) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive’s employment under the
provision so indicated, and (3) if the Date of Termination (as defined herein)
is other than the date of receipt of such notice, specifies the Date of
Termination (which Date of Termination shall be not more than 30 days after the
giving of such notice).  The failure by
the Executive or the Company to set forth in the Notice of Termination any fact
or circumstance that contributes to a showing of Good Reason or Cause shall not
waive any right of the Executive or the Company, respectively, hereunder or preclude
the Executive or the Company, respectively, from asserting such fact or
circumstance in enforcing the Executive’s or the Company’s respective rights
hereunder.


(e)           Date of Termination. “Date of Termination” means (1) if the
Executive’s employment is terminated by the Company for Cause, or by the Executive
for Good Reason, the date of receipt of the Notice of Termination or any later
date specified in the Notice of Termination, (which date shall not be more than
30 days after the giving of such notice), as the case may be, (2) if the
Executive’s employment is terminated by the Company other than for Cause or
Disability, the date on which the Company notifies the Executive of such
termination, (3) if the Executive resigns without Good Reason, the date on
which the Executive notifies the Company of such termination, and (4) if the
Executive’s employment is terminated by reason of death or Disability, the date
of death of the Executive or the Disability Effective Date, as the case may be.


Section
5.              Obligations of the Company upon
Termination.  (a)  Good Reason; Other Than
for Cause, Death or Disability. 
Subject to the Executive’s execution of a “Waiver and Release” in the
form attached hereto as Exhibit A, if, during the Employment Period, the
Company terminates the Executive’s employment other than for Cause or
Disability or the Executive terminates employment for Good Reason:


(1)           the Company shall pay to the Executive, in a lump sum in cash within 30
days after the Date of Termination, the aggregate of the following amounts:


(A)          the sum of (i) the Executive’s Annual Base Salary through the Date of
Termination to the extent not theretofore paid, (ii) the product of (x) the
Recent Target Bonus and (y) a fraction, the 



 8
 









numerator of which is the number of days in the
current fiscal year through the Date of Termination and the denominator of
which is 365, and (iii) any accrued vacation pay to the extent not theretofore
paid (the sum of the amounts described in subclauses (i), (ii) and (iii), the
“Accrued Obligations”);


(B)           the amount equal to the product of (i) two  and (ii) the sum of (x) the Executive’s Annual Base Salary
and (y) the Recent Target Bonus; and


(2)            the Executive shall be entitled to continuation coverage under the
Company’s health care plans at the Company’s sole expense for the 18-month
period following the Date of Termination, which period of coverage shall run
concurrently with the period of continuation coverage under Section 4980B of
the Code; and


(3)           to the extent not theretofore paid or provided, the Company shall
timely pay or provide to the Executive any Other Benefits (as defined in Section
6).


Notwithstanding
the foregoing provisions of this Section 5(a), in the event that the
Executive is a “specified employee” within the meaning of Section 409A of the Code (with such
classification to be determined in accordance with the methodology established
by the applicable employer)(a “Specified Employee”), cash amounts that would
otherwise be payable under this Section 5(a) during the six-month period
immediately following the Date of Termination shall instead be paid, with
interest on any delayed payment at the applicable federal rate provided for in
Section 7872(f)(2)(A) of the Code (“Interest”), on the first business day after
the date that is six months following the Executive’s “separation from service”
within the meaning of Section 409A of the Code (the “409A Payment Date”).


(b)           Death.  If the Executive’s employment is terminated
by reason of the Executive’s death during the Employment Period, the Company
shall provide the Executive’s estate or beneficiaries with the Accrued
Obligations and the timely payment or delivery of the Other Benefits, and shall
have no other severance obligations under this Agreement.  The Accrued Obligations shall be paid to the
Executive’s estate or beneficiary, as applicable, in a lump sum in cash within
30 days of the Date of Termination.  With
respect to the provision of the Other Benefits, the term “Other Benefits” as
utilized in this Section 5(b) shall include, without limitation, and the
Executive’s estate and/or beneficiaries shall be entitled to receive, benefits
at least equal to the most favorable benefits provided by the Company and the
Affiliated Companies to the estates and beneficiaries of peer executives of the
Company and the Affiliated Companies under such plans, programs, practices and
policies relating to death benefits, if any, as in effect with respect to other
peer executives and their beneficiaries at any time during the 120-day period
immediately preceding the Effective Date or, if more favorable to the
Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date
of the Executive’s death with



 9
 









respect to other peer executives
of the Company and the Affiliated Companies and their beneficiaries.


(c)           Disability.  If the Executive’s employment is terminated
by reason of the Executive’s Disability during the Employment Period, the
Company shall provide the Executive with the Accrued Obligations and the timely
payment or delivery of the Other Benefits, and shall have no other severance
obligations under this Agreement.  The
Accrued Obligations shall be paid to the Executive in a lump sum in cash within
30 days of the Date of Termination, provided, that in the event the Executive
is a Specified Employee, amounts and benefits to be paid or provided under this
Section 5(c) shall be paid, with Interest, or provided to the Executive on the
409A Payment Date.  With respect to the
provision of the Other Benefits, the term “Other Benefits” as utilized in this
Section 6(c) shall include, and the Executive shall be entitled after the
Disability Effective Date to receive, disability and other benefits at least
equal to the most favorable of those generally provided by the Company and the
Affiliated Companies to disabled executives and/or their families in accordance
with such plans, programs, practices and policies relating to disability, if
any, as in effect generally with respect to other peer executives and their
families at any time during the 120-day period immediately preceding the
Effective Date or, if more favorable to the Executive and/or the Executive’s
family, as in effect at any time thereafter generally with respect to other
peer executives of the Company and the Affiliated Companies and their families.


(d)           Cause; Other Than for Good Reason.  If the Executive’s employment is terminated for Cause during the
Employment Period, the Company shall provide the Executive with the Executive’s
Annual Base Salary through the Date of Termination, and the timely payment or
delivery of the Other Benefits, and shall have no other severance obligations
under this Agreement.  If the Executive
voluntarily terminates employment during the Employment Period, excluding a termination
for Good Reason, the Company shall provide to the Executive the Accrued
Obligations and the timely payment or delivery of the Other Benefits, and shall
have no other severance obligations under this Agreement.  In such case, all the Accrued Obligations
shall be paid to the Executive in a lump sum in cash within 30 days of the Date
of Termination, provided, that in the event the Executive is a Specified
Employee, amounts and benefits to be paid or provided under this sentence of
Section 5(d) shall be paid, with Interest, or provided to the Executive on the
409A Payment Date.


Section
6.              Non-exclusivity of Rights. 
Nothing in this Agreement shall prevent or limit the Executive’s
continuing or future participation in any plan, program, policy or practice
provided by the Company or the Affiliated Companies and for which the Executive
may qualify, nor, subject to Section 11(f), shall anything herein limit or
otherwise affect such rights as the Executive may have under any other contract
or agreement with the Company or the Affiliated Companies.  Amounts that are vested benefits or that the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any other contract or agreement with the Company or the
Affiliated Companies (including, for the avoidance of doubt, the Executive’s
rights to benefits and payments under any stock



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options, restricted stock,
restricted stock units or other incentive awards or plans) at or subsequent to
the Date of Termination (“Other Benefits”) shall be payable or provided in
accordance with such plan, policy, practice or program or contract or
agreement, except as explicitly modified by this Agreement.  Without limiting the generality of the foregoing,
the Executive’s resignation under this Agreement with or without Good Reason,
shall in no way affect the Executive’s ability to terminate employment by
reason of the Executive’s “retirement” under any compensation and benefits
plans, programs or arrangements of the Affiliated Companies, including without
limitation any retirement or pension plans or arrangements or to be eligible to
receive benefits under any compensation or benefit plans, programs or arrangements
of the Affiliated Companies, including without limitation any retirement or
pension plan or arrangement of the Affiliated Companies or substitute plans
adopted by the Company or its successors, and any termination which otherwise
qualifies as Good Reason shall be treated as such even if it is also a “retirement”
for purposes of any such plan. 
Notwithstanding the foregoing, if the Executive receives payments and
benefits pursuant to Section 5(a) of this Agreement, the Executive shall not be
entitled to any severance pay or benefits under any severance plan, program or
policy of the Company and the Affiliated Companies, unless otherwise
specifically provided therein in a specific reference to this Agreement.


Section
7.              Full Settlement.  The
Company’s obligation to make the payments provided for in this Agreement and
otherwise to perform its obligations hereunder shall not be affected by any
set-off, counterclaim, recoupment, defense, or other claim, right or action
that the Company may have against the Executive or others.  In no event shall the Executive be obligated
to seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement,
and such amounts shall not be reduced whether or not the Executive obtains
other employment.  The Company agrees to
pay as incurred (within 10 days following the Company’s receipt of an invoice
from the Executive), to the full extent permitted by law, all legal fees and expenses
that the Executive may reasonably incur as a result of any contest (regardless
of the outcome thereof) by the Company, the Executive or others of the validity
or enforceability of, or liability under, any provision of this Agreement or
any guarantee of performance thereof (including as a result of any contest by
the Executive about the amount of any payment pursuant to this Agreement),
plus, in each case, Interest.


Section
8.              Certain Additional Payments by
the Company.


(a)           Anything
in this Agreement to the contrary notwithstanding and except as set forth
below, in the event it shall be determined that any Payment would be subject to
the Excise Tax, then the Executive shall be entitled to receive an additional
payment (the “Gross-Up Payment”) in an amount such that, after payment by the
Executive of all taxes (and any interest or penalties imposed with respect to
such taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant
to Section 409A of the Code, the Executive retains an amount of the



 11
 









Gross-Up Payment equal to
the Excise Tax imposed upon the Payments. 
Notwithstanding the foregoing provisions of this Section 8(a), if it
shall be determined that the Executive is entitled to the Gross-Up Payment, but
that the Parachute Value of all Payments does not exceed 110% of the Safe
Harbor Amount,  then no Gross-Up Payment shall be made to the
Executive and the amounts payable under this Agreement shall be reduced so that
the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor
Amount.  The reduction of the amounts
payable hereunder, if applicable, shall be made by first reducing the payments
under Section 5(a)(i)(B), unless an alternative method of reduction is elected
by the Executive, and in any event shall be made in such a manner as to
maximize the Value of all Payments actually made to the Executive.  For purposes of reducing the Payments to the
Safe Harbor Amount, only amounts payable under this Agreement (and no other
Payments) shall be reduced.  If the
reduction of the amount payable under this Agreement would not result in a reduction
of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts
payable under the Agreement shall be reduced pursuant to this Section
8(a).  The Company’s obligation to make
Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s
termination of employment.


(b)           Subject
to the provisions of Section 8(c), all determinations required to be made
under this Section 8, including whether and when a Gross-Up Payment is required,
the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by Deloitte & Touche or such
other nationally recognized certified public accounting firm as may be designated
by the Executive (the “Accounting Firm”). 
The Accounting Firm shall provide detailed supporting calculations both
to the Company and the Executive within 15 business days of the receipt of
notice from the Executive that there has been a Payment or such earlier time as
is requested by the Company.  In the
event that the Accounting Firm is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Executive may
appoint another nationally recognized accounting firm to make the determinations
required hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder).  All fees and
expenses of the Accounting Firm shall be borne solely by the Company.  Any determination by the Accounting Firm
shall be binding upon the Company and the Executive.  As a result of the uncertainty in the
application of Section 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments that will not have been made by the Company should have been made (the
“Underpayment”), consistent with the calculations required to be made hereunder.  In the event the Company exhausts its
remedies pursuant to Section 8(c) and the Executive thereafter is required to
make a payment of any Excise Tax, the Accounting Firm shall determine the
amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of the Executive.


(c)           The
Executive shall notify the Company in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Company
of the Gross-Up Payment.  Such
notification shall be given as soon as practicable, but no later than 10
business days after the Executive is informed in



 12
 









writing of such claim.  The Executive shall apprise the Company of
the nature of such claim and the date on which such claim is requested to be
paid.  The Executive shall not pay such
claim prior to the expiration of the 30-day period following the date on which
the Executive gives such notice to the Company (or such shorter period ending
on the date that any payment of taxes with respect to such claim is due).  If the Company notifies the Executive in
writing prior to the expiration of such period that the Company desires to
contest such claim, the Executive shall:


(1)           give the Company any information reasonably requested by the Company
relating to such claim,


(2)           take such action in connection with contesting such claim as the Company
shall reasonably request in writing from time to time, including, without
limitation, accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,


(3)           cooperate with the Company in good faith in order effectively to contest
such claim, and


(4)           permit the Company to participate in any proceedings relating to such
claim;


provided, however, that
the Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such contest,
and shall indemnify and hold the Executive harmless, on an after-tax basis, for
any Excise Tax or income tax (including interest and penalties) imposed as a result
of such representation and payment of costs and expenses.  Without limitation on the foregoing
provisions of this Section 8(c), the Company shall control all proceedings taken
in connection with such contest, and, at its sole discretion, may pursue or
forgo any and all administrative appeals, proceedings, hearings and conferences
with the applicable taxing authority in respect of such claim and may, at its
sole discretion, either pay the tax claimed to the appropriate taxing authority
on behalf of the Executive and direct the Executive to sue for a refund or
contest the claim in any permissible manner, and the Executive agrees to
prosecute such contest to a determination before any administrative tribunal,
in a court of initial jurisdiction and in one or more appellate courts, as the
Company shall determine; provided, however, that, if the Company pays such claim and directs
the Executive to sue for a refund, the Company shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties) imposed with respect to such payment or with
respect to any imputed income in connection with such payment; and provided, further, that
any extension of the statute of limitations relating to payment of taxes for
the taxable year of the Executive with respect to which such contested amount
is claimed to be due is limited solely to such contested amount.  Furthermore, the Company’s control of the contest
shall be limited to issues with respect to which the Gross-Up Payment would be
payable hereunder, and the Executive shall be entitled to settle or contest, as
the case may be, any other issue raised by the Internal Revenue Service or any
other taxing authority.



 13
 









(d)           If, after the receipt by the Executive of a
Gross-Up Payment or payment by the Company of an amount on the Executive’s
behalf pursuant to Section 8(c), the Executive becomes entitled to receive
any refund with respect to the Excise Tax to which such Gross-Up Payment
relates or with respect to such claim, the Executive shall (subject to the
Company’s complying with the requirements of Section 8(c), if applicable)
promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto).  If, after payment by the Company of an amount
on the Executive’s behalf pursuant to Section 8(c), a determination is made
that the Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify the Executive in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then the amount of such payment shall offset, to the extent
thereof, the amount of Gross-Up Payment required to be paid.


(e)           Any Gross-Up Payment, as determined pursuant
to this Section 8, shall be paid by the Company within 5 days of the receipt of
the Accounting Firm’s determination; provided
that, the Gross-Up Payment, if any, shall in all events be paid no later than
the end of the Executive’s taxable year next following the Executive’s taxable
year in which the Excise Tax (or any income or other related taxes or interest
or penalties thereon) on a Payment is remitted to the Internal Revenue Service
or any other applicable taxing authority. 
The Gross-Up Payment shall be paid to the Executive; provided that  the Company, in its sole discretion, may
withhold and pay over to the Internal Revenue Service or any other applicable
taxing authority, for the benefit of the Executive, all or any portion of any
Gross-Up Payment, and the Executive hereby consents to such withholding.


(f)            Definitions.  The following terms shall have
the following meanings for purposes of this Section 8.


(i)            “Excise
Tax” shall mean the excise tax imposed by Section 4999 of the Code, together
with any interest or penalties imposed with respect to such excise tax.


(ii)           “Parachute
Value” of a Payment shall mean the present value as of the date of the change
of control for purposes of Section 280G of the Code of the portion of such
Payment that constitutes a “parachute payment” under Section 280G(b)(2), as
determined by the Accounting Firm for purposes of determining whether and to
what extent the Excise Tax will apply to such Payment.


(iii)          A
“Payment” shall mean any payment or distribution in the nature of compensation
(within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of
the Executive, whether paid or payable pursuant to this Agreement or otherwise.


(iv)          The
“Safe Harbor Amount” means 2.99 times the Executive’s “base amount,” within the
meaning of Section 280G(b)(3) of the Code.


(v)           “Value”
of a Payment shall mean the economic present value of a Payment as of the date
of the change of control for purposes of Section 280G of



 14
 









the Code, as determined by the Accounting Firm using the discount rate
required by Section 280G(d)(4) of the Code.


Section 9.              Restrictive Covenants.


(a)           Confidential
Information.  The Executive shall
hold in a fiduciary capacity for the benefit of the Company all secret or
confidential information, knowledge or data relating to the Company or the
Affiliated Companies, and their respective businesses, which information,
knowledge or data shall have been obtained by the Executive during the
Executive’s employment by the Company or the Affiliated Companies and which
information, knowledge or data shall not be or become public knowledge (other
than by acts by the Executive or representatives of the Executive in violation
of this Agreement).  After termination of
the Executive’s employment with the Company, the Executive shall not, without
the prior written consent of the Company or as may otherwise be required by law
or legal process, communicate or divulge any such information, knowledge or
data to anyone other than the Company and those persons designated by the
Company.  In no event shall an asserted
violation of the provisions of this Section 9 constitute a basis for deferring
or withholding any amounts otherwise payable to the Executive under this
Agreement.


(b)           Non-Solicitation.  (1)           During
the period commencing on the date hereof and ending on the first anniversary of
the Date of Termination, the Executive shall not directly or indirectly through
another Person (i) induce or attempt to induce any employee of the Company to
leave the employ of the Company or in any way interfere with the relationship
between the Company, on the one hand, and any employee thereof, on the other
hand, (ii) hire any person who was an employee of the Company until six (6)
months after such individual’s employment relationship with the Company has
been terminated or (iii) induce or attempt to induce any customer, supplier,
licensee or other business relation of the Company to cease doing business with
the Company, or in any way interfere with the relationship between any such
customer, supplier, licensee or business relation, on the one hand, and the
Company, on the other hand.


(2)           The Executive
understands that the foregoing restrictions may limit his ability to earn a
livelihood in a business similar to the business of the Company, but the
Executive nevertheless believes that he has received and will receive
sufficient consideration and other benefits as an employee of the Company and
as otherwise provided hereunder to clearly justify such restrictions which, in
any event (given his education, skills and ability), the Executive does not believe
would prevent him from otherwise earning a living.  The Executive has carefully considered the
nature and extent of the restrictions place upon him by this Section 9(b), and
hereby acknowledges and agrees that the same are reasonable in time and
territory and do not confer a benefit upon the Company disproportionate to the
detriment of the Executive.


(c)           Enforcement.  Because the Executive’s services are unique
and because the Executive has access to confidential information, the parties
hereto



 15
 









agree that money damages
would be an inadequate remedy for any breach of this Section 9.  Therefore, in the event of a breach or
threatened breach of this Section 9, the Company or its respective successors
or assigns may, in addition to other rights and remedies existing in their
favor at law or in equity, apply to any court of competent jurisdiction for
specific performance and/or injunction relief in order to enforce, or prevent
any violations of, the provision hereof (without posting a bond or other
security) or require the Executive to account for and pay over to the Company
all compensation, profits, moneys, accruals or other benefits derived from or
received as a result of any transactions constituting a breach of the covenants
contained herein, if and when final judgment of a court of competent jurisdiction
is so entered against the Executive.


Section 10.            Successors.  (a)  This
Agreement is personal to the Executive, and, without the prior written consent
of the Company, shall not be assignable by the Executive other than by will or
the laws of descent and distribution. 
This Agreement shall inure to the benefit of and be enforceable by the
Executive’s legal representatives.


(b)           This Agreement shall inure to the benefit of
and be binding upon the Company and its successors and assigns.  Except as provided in Section 10(c), without
the prior written consent of the Executive this Agreement shall not be assignable
by the Company.


(c)           The Company will require any 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 to
assume expressly and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
succession had taken place.  “Company”
means the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid that assumes and agrees to perform this Agreement by
operation of law or otherwise.


Section 11.            Miscellaneous.  (a)  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without reference
to principles of conflict of laws.  The
captions of this Agreement are not part of the provisions hereof and shall have
no force or effect.  This Agreement may
not be amended or modified other than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.


(b)           All notices and other communications
hereunder shall be in writing and shall be given by hand delivery to the other
party or by registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:



 16
 









if to the Executive:


At the most recent address on file at the Company.


if to the Company:


UAP Holding Corp.


7251 W. 4th Street


Greeley, Colorado  80634


Attention:  General Counsel


Fax: (970) 347-1561


or
to such other address as either party shall have furnished to the other in
writing in accordance herewith.  Notice
and communications shall be effective when actually received by the addressee.


(c)           The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.


(d)           The Company may withhold from any amounts
payable under this Agreement such United States federal, state or local or
foreign taxes as shall be required to be withheld pursuant to any applicable
law or regulation.


(e)           The Executive’s or the Company’s failure to
insist upon strict compliance with any provision of this Agreement or the
failure to assert any right the Executive or the Company may have hereunder,
including, without limitation, the right of the Executive to terminate
employment for Good Reason pursuant to Sections 4(c)(1) through 4(c)(5), shall
not be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.


(f)            The Executive and the Company acknowledge
that, except as may otherwise be provided under any other written agreement
between the Executive and the Company, the employment of the Executive by the
Company is “at will” and, subject to Section 1(a), prior to the Effective Date,
the Executive’s employment may be terminated by either the Executive or the
Company at any time prior to the Effective Date, in which case the Executive
shall have no further rights under this Agreement.  From and after the Effective Date, except as
specifically provided herein, this Agreement shall supersede any other
agreement between the parties with respect to the subject matter hereof.


(g)           If
any compensation or benefits provided by this Agreement may result in the
application of Section 409A of the Code, the Company shall, in consultation
with the Executive, modify the Agreement in the least restrictive manner
necessary in order to exclude such compensation from the definition of “deferred
compensation” within the meaning of such Section 409A or in order to comply
with the provisions of Section 409A, other applicable provision(s) of the Code



 17
 









and/or any rules, regulations or other regulatory guidance issued under
such statutory provisions and without any diminution in the value of the
payments to the Executive.



 18















IN
WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be
executed in its name on its behalf, all as of the day and year first above written.


	
   

  	
  LARRY K. CORDELL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /S/ Larry K. Cordell

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UAP HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /S/ Todd A. Suko

  	
   

  
	
   

  	
  Name: Todd A. Suko

  
	
   

  	
  Title: Vice President, General Counsel and

  
	
   

  	
  Secretary

  
					



 


















Exhibit A


WAIVER
AND RELEASE


For and in consideration of the payments and
other benefits due to [•] (the “Executive”) pursuant to the
Employment Agreement (the “Employment  Agreement”) entered into as
of [date], 2007 (the “Effective Date”),
by and between UAP Holding Corp. (the “Company”) and the Executive, and
for other good and valuable consideration, the Executive hereby agrees, for the
Executive’s heirs, beneficiaries, devisees, executors, administrators,
attorneys, personal representatives, successors and assigns, to forever
release, discharge and covenant not to sue the Company and each of its
respective divisions, affiliates, subsidiaries, parents, branches,
predecessors, successors, assigns, and, with respect to such entities, their
managers, managing members, members, officers, directors, trustees, employees,
agents, shareholders, administrators, general or limited partners, representatives,
attorneys, insurers and fiduciaries, past, present and future (the “Released
Parties”) from any and all claims of any kind arising out of, or related
to, his employment with the Company or any of its affiliates or subsidiaries
(collectively, with the Company, the “Affiliated Entities”), or to the
Executive’s separation from employment with the Affiliated Entities, which the
Executive now has or may have against the Released Parties, whether known or
unknown to the Executive, by reason of facts which have occurred on or prior to
the date that the Executive has signed this Release.  Such released claims include, without
limitation, any and all claims relating to the foregoing under federal, state
or local laws pertaining to employment, including, without limitation the Age
Discrimination in Employment Act of 1967, as amended, 29 U.S.C. Section 621, et
seq., Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C.
Section 2000e et. seq., the Fair Labor Standards Act, as amended,
29 U.S.C. Section 201 et. seq., the Americans with Disabilities
Act, as amended, 42 U.S.C. Section 12101 et. seq. the Reconstruction Era
Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. seq., the
Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. seq.,
the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. seq.,
and any and all state or local laws regarding employment discrimination and/or
federal, state or local laws of any type or description regarding employment,
including but not limited to any claims arising from or derivative of the
Executive’s employment with the Affiliated Entities, as well as any and all
such claims under state contract or tort law.


The Executive has read this Release
carefully, acknowledges that the Executive has been advised to consult with any
attorney and any other advisors of the Executive’s choice prior to executing
this Release, has been provided with a period of twenty-one (21) days in which
to consider entering into this Release, and the Executive fully understands
that by signing below the Executive is voluntarily giving up any right which
the Executive may have to sue or bring any other claims against the Released
Parties.  Finally, the Executive has not
been forced or pressured in any manner whatsoever to sign this Release, and the
Executive agrees to all of its terms voluntarily. The Executive has a period of
seven (7) days following the execution of this Release during which the
Executive may revoke this Release,



 20
 









and this Release shall not become effective
or enforceable until such revocation period has expired.


Notwithstanding anything else herein to the
contrary, this Release shall not affect, and the Executive does not waive:
(i)  rights to indemnification the Executive may have under (A) applicable
law, (B) any other agreement between the Executive and a Released Party and (C)
as an insured under any director’s and officer’s liability insurance policy now
or previously in force; (ii) any right the Executive may have to obtain
contribution in the event of the entry of judgment against the Executive as a
result of any act or failure to act for which both the Executive and any of the
Affiliated Entities are jointly responsible; (iii) the Executive’s rights to
benefits and payments under any stock options, restricted stock, restricted
stock units or other incentive plans or under any retirement plan or other
benefit or deferred compensation plan, all of which shall remain in effect in
accordance with their terms in accordance with the terms and provisions of such
benefits and/or incentive plans and any agreements under which such stock
options, restricted shares or other awards were granted, or (v) any obligations
of the Affiliated Entities under the Employment Agreement.


This Release is final and binding and may not
be changed or modified except in a writing signed by both parties.


	
  

  	
   

  	
   

  
	
  Date

  	
   

  	
  [Executive]

  



 



 21