Exhibit
10.4


CHANGE OF CONTROL EMPLOYMENT
AGREEMENT


AGREEMENT,
dated as of the        day
of May,  2007  (this
“Agreement”), by and between UAP Holding Corp., a Delaware  corporation
(the “Company”), and [Executive]  (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)           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



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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 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”), (B) upon the
instructions of the Chief Executive Officer of the Company or a senior officer
of the Company or (C) 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



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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, 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


(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.



 7
 









(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 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”);



 8
 









(B)           the amount equal to the product of (i) one  and (ii) the Executive’s Annual Base Salary;  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 12-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 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



 9
 









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 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



 10
 









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.              Reduction in Payments.


(a)           Anything in this Agreement to the contrary
notwithstanding, in the event that Deloitte & Touche or such other
accounting firm as shall be designated by the Company prior to the Effective
Time (the “Accounting Firm”) shall determine that receipt of all payments,
benefits or distributions by the Company or its affiliates in the nature of
compensation to or for the Executive’s benefit, whether paid or payable
pursuant to this Agreement or otherwise (a “Payment”) would subject the Executive
to the excise tax under Section 4999 of the Code, the Accounting Firm shall
determine whether to reduce any of the Payments paid or payable pursuant to
this Agreement that are taxable in the year in which the change in ownership or
control occurs (the “Agreement Payments”) to the Reduced Amount (as defined
below).  The Agreement Payments shall be
reduced to the Reduced Amount only if the Accounting Firm determines that the
Executive would have a greater Net After-Tax Receipt (as defined below) of
aggregate Payments if the Executive’s Agreement Payments were reduced to the
Reduced Amount.  If such a determination
is not made by the Accounting Firm, the Executive shall receive all Agreement
Payments to which the Executive is entitled under this Agreement.



 11
 









(b)           If the Accounting Firm determines that
aggregate Agreement Payments should be reduced to the Reduced Amount, the
Company shall promptly give the Executive notice to that effect and a copy of
the detailed calculation thereof, and the Executive may then elect, in the
Executive’s sole discretion, which and how much of the Agreement Payments shall
be eliminated or reduced (as long as after such election the present value
(determined for all purposes of Section 8 of this Agreement in accordance with
Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of Code) of the aggregate Agreement
Payments equals the Reduced Amount), and shall advise the Company in writing of
the Executive’s election within ten days of the Executive’s receipt of
notice.  If no such election is made by
the Executive within such ten day period, the Company may elect which of such
Agreement Payments shall be eliminated or reduced (as long as after such
election the present value of the aggregate Agreement Payments equals the
Reduced Amount) and shall notify the Executive promptly of such election.  All determinations made by the Accounting
Firm under this Section 8 shall be binding upon the Company and the Executive
and shall be made within 60 days of a termination of the Executive’s employment.  As promptly as practicable following such
determination, the Company shall pay to or distribute for the Executive’s
benefit such Agreement Payments as are then due to the Executive under this
Agreement and shall promptly pay to or distribute for the Executive’s benefit
in the future such Agreement Payments as become due to the Executive under this
Agreement.  All fees and expenses of the
Accounting Firm shall be borne solely by the Company.


(c)           As a result of the uncertainty in the
application of Sections 280G and 4999 of the Code at the time of the initial
determination by the Accounting Firm hereunder, it is possible that amounts
will have been paid or distributed by the Company to or for the benefit of the
Executive pursuant to this Agreement which should not have been so paid or
distributed (“Overpayment”) or that additional amounts which will have not been
paid or distributed by the Company to or for the benefit of the Executive pursuant
to this Agreement could have been so paid or distributed (“Underpayment”), in
each case, consistent with the calculation of the Reduced Amount
hereunder.  In the event that the
Accounting Firm, based upon the assertion of a deficiency by the Internal
Revenue Service against either the Company or the Executive which the
Accounting Firm believes has a high probability of success determines that an
Overpayment has been made, the Executive shall pay any such Overpayment to the
Company together with interest at the applicable federal rate provided for in
Section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Executive to the Company if and to the extent such payment would
not either reduce the amount on which the Executive is subject to tax under
Section 1 and Section 4999 of the Code or generate a refund of such taxes.  In the event that the Accounting Firm, based
upon controlling precedent or substantial authority, determines that an
Underpayment has occurred, any such Underpayment shall be promptly paid by the
Company to or for the benefit of the Executive together with interest at the
applicable federal rate provided for in Section 7872(f)(2) of the Code.


(d)           For purposes hereof, the following terms have
the meanings set forth below:



 12
 









(i)            “Reduced Amount” shall mean the greatest
amount of Agreement Payments that can be paid that would not result in the
imposition of the excise tax under Section 4999 of the Code if the Accounting
Firm determines to reduce Agreement Payments pursuant to Section 8(a).


(ii)           “Net After-Tax Receipt” shall mean the
present value (as determined in accordance with Sections 280G(b)(2)(A)(ii)
and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the
Executive with respect thereto under Sections 1 and 4999 of the Code and under
applicable state and local laws, determined by applying the highest marginal
rate under Section 1 of the Code and under state and local laws which applied
to the Executive’s taxable income for the immediately preceding taxable year,
or such other rate(s) as the Executive certifies, in the Executive’s sole
discretion, as likely to apply to him in the relevant tax year(s).


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



 13
 









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 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



 14
 









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:


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.



 15
 









(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 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.



 16















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.


	
   

  	
   

  	
  [Executive]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UAP HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


















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,



 18
 









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]

  



 



 19