Exhibit 10.01


UAP
HOLDING CORP.


2004
LONG-TERM INCENTIVE PLAN


RESTRICTED
STOCK UNIT AWARD AGREEMENT


Participant:          [NAME]                                                 Employee ID:       
[NUMBER]


Division:                [NUMBER]


	
  Number of Stock Units:

  	
   

  	
  [NUMBER]

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule:

  	
   

  	
  25% of Restricted
  Stock Units awarded vest on 4/8/2008

  
	
   

  	
   

  	
  25% of
  Restricted Stock Units awarded vest on 4/8/2009

  
	
   

  	
   

  	
  25% of
  Restricted Stock Units awarded vest on 4/8/2010

  
	
   

  	
   

  	
  25% of Restricted Stock Units awarded vest on
  4/8/2011

  
	
   

  	
   

  	
   

  
	
  Award Date:

  	
   

  	
  [DATE], 2007

  



 






 


THIS RESTRICTED STOCK UNIT AWARD AGREEMENT
(this “Agreement”) between UAP HOLDING CORP.,
a Delaware corporation (the “Corporation”), and the Participant is delivered
under the UAP Holding Corp. 2004 Long-Term Incentive Plan (the “Plan”).


W I T N E
S S E T H


WHEREAS, the Compensation
Committee of the Board of Directors has approved, and the Corporation has
granted, effective as of the Award Date, to the Participant a restricted stock
unit award under the Plan (the “Stock Unit Award” or “Award”), upon the terms
and conditions set forth in this Agreement and in the Plan.


NOW, THEREFORE, in consideration
of services rendered by the Participant and the mutual promises made in this
Agreement and the mutual benefits to be derived from this Agreement, the parties
mutually agree as follows:


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 grants to the Participant a Stock Unit Award with
respect to an aggregate number of Stock Units set forth above.


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.



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4.             Dividend
Equivalent Payments.  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. 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.


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 paragraph, 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.  No cash payment shall be made to the Participant
for any Record Date occurring after the termination of the Participant’s Award.


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 this 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.  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



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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.


(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



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(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 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.



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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.


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Award Date. 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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