Exhibit 10.03


UAP
HOLDING CORP. 2004 LONG-TERM INCENTIVE PLAN


AMENDMENT AND RESTATEMENT OF THE


                                                                                                  APRIL
8, 2005


RESTRICTED
STOCK UNIT AWARD AGREEMENT


Participant:          [NAME]                                                 Employee
ID:         [NUMBER]


Division:                [NUMBER]


 






 


THIS AMENDMENT AND RESTATEMENT (this
“Agreement”) OF THE RESTRICTED STOCK UNIT AWARD AGREEMENT
issued under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”)
is hereby agreed to by UAP HOLDING CORP.,
a Delaware corporation (the “Corporation”), and the Participant, effective April
8, 2007.


W I T N E
S S E T H


WHEREAS, the Corporation
previously granted to the Participant a restricted stock unit award under the
Plan (the “Stock Unit Award” or “Award”) which the Corporation has determined
should be amended and restated to comply with § 409A of the Internal
Revenue Code of 1986, as amended.


NOW, THEREFORE, the parties
mutually agree to amend and restate the original Award Agreement in its
entirety with this Agreement, except that the Vesting Schedule and the number
of Stock Units awarded under the original April 8, 2005 Award Agreement shall
remain unchanged.


1.             Defined
Terms.  Capitalized terms
used in this Agreement, and not otherwise defined in this Agreement, shall have
the meaning assigned to them in the Plan. For purposes of this Agreement, a “Stock
Unit” means a unit of measurement equal to one outstanding share of Common
Stock of the Corporation.


2.             Grant.  Subject to the terms of this Agreement and
the Plan, the Corporation previously granted to the Participant on April 8,
2005 a Stock Unit Award. The original April 8, 2005 Award Agreement set forth
the number of Stock Units awarded.


3.             No Voting Rights.  The Stock
Units are bookkeeping entries only.
The Participant shall have no rights as a stockholder of the Corporation and no voting rights with respect to the Stock
Units or any shares of unissued Common Stock associated with such Stock Units.


4.             Dividend
Equivalent Payments.  For
purposes of this Section 4, Record Date shall mean the date on which
shareholders of record are determined for purposes of paying the cash dividend
on Common Stock. Payments pursuant to
this Section are subject to tax
withholding. No cash payment shall be
made to the Participant for any Record Date occurring after the termination of
the Participant’s Award.



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Dividend Equivalent Payment for Record Dates Occurring
Prior to January 1, 2008.  This paragraph shall apply to dividend
equivalent payments payable with respect to Record Dates occurring prior to
January 1, 2008.  If the Corporation pays
a cash dividend on its outstanding Common Stock for which the Record Date
occurs after the Award Date, the Participant shall receive a cash payment equal
to the amount of the ordinary cash dividend paid by the Corporation on a single
share of Common Stock multiplied by
the number of Stock Units awarded under this Agreement that are unvested and unpaid as of such Record Date.  With respect to each Record Date in a
calendar year, the payment shall be calculated in January of the following calendar year, and paid to the Participant
in cash on February 1 of that following calendar year, or as soon as
administratively practicable thereafter,
but no later than March 15th of the calendar year following the calendar
year in which the Record Date occurred.


Dividend Equivalent Payment for Record Dates Occurring On
or After January 1, 2008.  This paragraph shall apply to dividend
equivalent payments payable with respect to Record Dates occurring on or after
January 1, 2008.  If the Corporation pays
a cash dividend on its outstanding Common Stock for which the Record Date
occurs after the Award Date, the Participant shall receive a cash payment equal
to the amount of the ordinary cash dividend paid by the Corporation on a single
share of Common Stock multiplied by
the number of Stock Units awarded under this Agreement that are unvested and unpaid as of such Record Date. With respect to
each Record Date in the period from December 16th through the
following February 15th, the payment shall be calculated and paid to the Participant in cash on the
following March 1st, or as soon as administratively practicable
thereafter.  With respect to each Record Date in the period
from February 16th through the
following May 15th, the payment shall be calculated and paid to the Participant in cash on the
following June 1st, or as soon as administratively practicable thereafter. With respect to each Record Date in the period
from May 16th through the
following August 15th, the payment shall be calculated and paid to the Participant in cash on the following
September 1st, or as soon as administratively practicable thereafter. With respect to each Record Date in the period
from August 16th through the
following December 15th, the payment shall be calculated and paid to the Participant in cash on the following
December 1st, or as soon as administratively practicable thereafter.  Notwithstanding
the foregoing, with respect to each Record Date in a calendar year, payment
shall be calculated and paid to the Participant no later than March 15th of the calendar year following the calendar
year in which the Record Date occurred.


5.             Stock Unit
Payments.  A Participant shall be entitled to a payment
for a Stock Unit awarded under this Agreement as of the earliest of the
following dates:


(A)                              The Date a Stock Unit Vests. The Stock Units awarded under this Agreement
shall vest in installments as set forth in the Vesting Schedule of the original
April 8, 2005 Award Agreement.  In order
to vest in an annual installment of Stock Units under this Agreement, the
Participant must be continuously employed from the Award Date through the date
specified in the Vesting Schedule.


(B)                                The Date the Participant Retires. The unvested Stock Units awarded under this
Agreement shall vest and be payable upon the Participant’s Retirement.



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                                                For purposes of this Agreement, “Retirement” means termination of employment or service on or
after attaining age 55, but only if the Participant enters into a non-compete
and non-solicitation agreement with the Corporation in the form provided
by the Corporation.


Limitation on Distributions to
Key Employees.  To the extent required to comply with Code
§ 409A, if the Participant is a “specified
employee” (within the meaning of Code § 409A(a)(2)(B)) and the Participant
terminates employment or service with
the Corporation and its Subsidiaries, the Participant shall not receive any
payment before the date which is 6 months after the Participant’s separation from service with the Corporation
and its Subsidiaries, if the payment
is being made on account of the Participant’s separation of service, as defined
in Code § 409A.


(C)                                The Date the Participant Separates from Service on
Account of Total Disability.  The unvested Stock Units awarded under this
Agreement shall vest and be payable upon the Participant’s separation from
service on account of a determination of Total Disability.  For purposes of this Agreement, “Total Disability” means a “total and permanent disability”
within the meaning of Code §§ 22(e)(3) and 409A(a)(2)(C).


(D)                               The Date the Participant Dies While Employed by
the Corporation or a Subsidiary.  The
unvested Stock Units awarded under this Agreement shall vest and be payable
upon the Participant’s death while employed by the Corporation or a Subsidiary
or in service as a member of the Board.


(E)                                 The Date of a Change in Control.  The
unvested Stock Units subject to the Award shall vest and be payable upon a “Change
in Control.”  For purposes of this
Agreement, a “Change in Control” means the date
on which:


(1)          any one person, or more
than one person acting as a group, acquires ownership of stock of the
Corporation that, together with stock held by such person or group, constitutes
more than 50% of the total Fair Market Value or total voting power of the stock
of the Corporation. However, if any one person or more than one person acting
as a group, is considered to own more than 50% of the total Fair Market Value
or total voting power of the stock of the Corporation, the acquisition of
additional stock by the same person or persons is not considered to cause a
change in the ownership of the Corporation (or to cause a change in the
effective control of the Corporation. An increase in the percentage of stock
owned by any one person, or persons acting as a group, as a result of a
transaction in which the Corporation acquires its stock in exchange for
property will be treated as an acquisition of stock for purposes of this
Section.



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(2)                there is a change
in the effective control of the Corporation. A change in the effective control
of the Corporation occurs on the date that either:


(a)        Any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) ownership of stock of the
Corporation possessing 35% or more of the total voting power of the stock of
the Corporation; or


(b)       a majority of members of the Corporation’s board of directors is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of the Corporation’s board of
directors prior to the date of the appointment or election.


(3)                any one person, or
more than one person acting as a group, acquires ownership of assets of the
Corporation that have a gross fair market value equal to or more than 40% of
the total gross fair market value of all of the assets of the Corporation
immediately prior to such acquisitions. 
For this purpose, gross fair market value means the value of the assets
of the Corporation, or the value of the assets being disposed of, determined
without regard to any liabilities associated with the assets.


(4)                Persons Acting as a Group. Persons will not be considered to
be acting as a group solely because they purchase or own stock of the
Corporation at the same time, or as a result of the same public offering.
However, persons will be considered to be acting as a group if they are owners
of a corporation that enters into a merger, consolidation, purchase or
acquisition of stock, or similar business transaction with the corporation. If
a person, including an entity, owns stock in both corporations that enter into
a merger, consolidation, purchase or acquisition of stock, or similar
transaction, such shareholder is considered to be acting as a group with other
shareholders in a corporation prior to the transaction giving rise to the
change and not with respect to the ownership interest in the other corporation.


(5)                This definition of
Change in Control shall be interpreted in accordance with Treasury guidance for
the definition of Change in Control under Code § 409A.


6.             Timing of
Payment for Stock Units.  Payment shall be made to a Participant as
soon as administratively practicable following the date the Participant is
entitled to payment under Section 5, but no later than March 15th of the
calendar year following the calendar year in which the Participant



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becomes entitled to payment under Section 5.  Upon payment for a Stock Unit, the Stock Unit
shall be cancelled.


7.             Form of Payment
for Stock Units.  The Participant shall receive whole shares of
Common Stock equal to the number of Stock Units for which the Participant is
entitled to payment remaining after reducing the number of those Stock Units by
the number of Stock Units necessary to pay the tax withholdings required by
law.  The Corporation shall divide the
amount of the tax withholding required by law by the Fair Market Value of a
Stock Unit on the date the Participant is entitled to payment pursuant to
Section 5.  The amount of tax withholding
shall be rounded up to the next whole share of Common Stock so that the
Participant receives only whole shares of Common Stock.  The Fair Market Value of a Stock Unit shall
be equal to the closing price for the Common Stock as furnished by the National
Association of Stock Dealers, Inc. through the NASDAQ National Market Reporting
System for the date the Participant is entitled to payment pursuant to Section
5.


8.             Termination of
Unvested Stock Units.  On the Participant’s Severance Date, all
unvested Stock Units under this Agreement shall be cancelled and this Award
Agreement shall be terminated. No amounts shall be payable with respect to any
such cancelled unvested Stock Units. “Severance
Date” means the date on which
the Participant is no longer either: (1) employed by the Corporation or
any of its Subsidiaries, or (2) a
member of the Board, regardless of the reason for such termination of
employment or service, whether with or without cause, and whether voluntarily
or involuntarily.


9.             Plan.  The Award and all rights of the Participant
with respect to the Award are subject to the terms of the Plan.  In accepting this Award, the Participant
acknowledges receipt of a copy of the Plan and agrees to be bound by all of the
terms and conditions of the Plan.


10.          Entire Agreement.  This Agreement and the Plan together constitute
the entire agreement and supersede
all prior understandings and agreements, written or oral, of the parties to the Agreement with respect to the Award. The
Plan and this Agreement may be amended pursuant
to the provisions the Plan.


11.          Construction.  This
Agreement shall be construed and interpreted to comply with Code § 409A of the Code to the extent required to avoid
any adverse tax consequences under Code § 409A. The Corporation reserves the right to amend this Agreement to the
extent it reasonably determines is
necessary in order to avoid any adverse tax consequences under Code § 409A.


12.          Counterparts.  This
Agreement may be executed simultaneously in any number of counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument.


13.          Section Headings.  The
section headings of this Agreement are for convenience of reference only and
shall not be deemed to alter or affect any provision hereof.



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IN WITNESS WHEREOF, the
parties have executed this Agreement.  By
the Participant’s execution of this Agreement, the Participant agrees to the
terms and conditions of this Agreement and of the Plan.


	
  UAP HOLDING CORP.

  	
   

  	
  PARTICIPANT

  
	
  a Delaware corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Employee ID: [NUMBER]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Kent McDaniel

  	
   

  	
  Signature

  
	
   

  	
   

  	
  EVP Human Resources & Administration

  	
   

  	
  Employee Name: [NAME]

  
	
   

  	
   

  	
   

  	
   

  	
  Address:          [ADDRESS]

  
	
   

  	
   

  	
   

  	
   

  	
  City, State Zip: [CITY, STATE, ZIP]

  



 



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