|
Exhibit 10.21
AMERICAN CRYSTAL SUGAR COMPANY
BOARD OF DIRECTORS
RESTATED DEFERRED COMPENSATION PLAN
ARTICLE 1.
PURPOSE
1.1
Deferred Compensation. The purpose of the American
Crystal Sugar Company Board of Directors Restated Deferred
Compensation Plan (the "Plan") is to provide deferred compensation
to the members of the Board of Directors ("Board") of American
Crystal Sugar Company (the "Company"). The Plan is an
unfunded deferred compensation arrangement for a select group of
advisors, management or highly compensated employees within the
meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the
Employee Retirement Income Security Act of 1974 ("ERISA") and 29
C.F.R. § 2520.104-23(b)(2), and is intended to comply with the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended, and the notices, regulations and other guidance
of general applicability issued thereunder.
ARTICLE 2.
ADMINISTRATION
2.1
Administration and Delegation of Authority. Except as
provided in Section 5.11, the Plan shall be administered by
the Chief Executive Officer of the Company or its delegate
(hereinafter referred to as the "Administrator"). No member
of the Board shall participate in any decisions concerning the
payments to be made to him or her, or other matters relating to his
or her benefits hereunder.
2.2
Powers. Except as otherwise provided, and subject to
the provisions of the Plan, the Administrator shall have full power
and authority to administer and interpret the Plan, to adopt and
revise rules, regulations and guidelines relating to the Plan and,
to make all other determinations necessary or advisable for the
administration of the Plan. Decisions and determinations by
the Administrator shall be final and binding on all parties
including, but not limited to, the Company and its members,
employees and officers, whether or not they participate in the
Plan.
ARTICLE 3.
DEFERRED COMPENSATION
3.1
Deferral of Fees. Each member of the Board of
Directors of the Company (a "Participant") may file, on a form
prescribed by the Administrator, prior to January 1 of each
year, an irrevocable election to defer the receipt of all or a
portion of the board and committee fees payable to the board member
during such calendar year. Such election shall apply only to
fees earned for services performed after the election is filed, and
shall continue to apply to fees earned in all subsequent calendar
years unless the Participant files a new deferral election prior to
January 1 st of such year.
Amounts so deferred shall be credited to the Participant’s
Deferred Compensation Account. Further, such election shall
specify the form of payment for all amounts credited to the
Participant’s Deferred Compensation Account.
3.2
Deferred Compensation Account. All compensation
deferred by a Participant shall be credited from time to time to
the Participant’s Deferred Compensation Account. For
calendar years ending prior to January 1, 2009, such Deferred
Compensation Account shall be adjusted for earnings, compounded
monthly, using the five-year Treasury Bond rate on the preceding
December 31 st . Effective
January 1, 2009, the Participant’s Deferred Compensation
Account shall be adjusted for earnings, compounded monthly, at a
rate equal to the Company’s weighted average cost of
short-term and long-term borrowing, which rate shall be determined
as of the end of the immediately preceding fiscal year of the
Company and shall remain in effect for the following calendar
year. By way of example, the rate for the 2009 calendar year
shall be determined as of the fiscal year ending August 31,
2008. All such earnings adjustments shall be made on each
Annual Accounting Date and on such other dates as selected by the
Administrator, until all amounts credited to such Account have been
distributed as provided in Section 3.4 below.
3.3
Vesting. A Participant’s Deferred Compensation
Account shall be fully vested at all times.
3.4
Payment. Within ninety (90) days after the earliest
of the Participant’s Separation from Service, death, or
attainment of age 65, the Company shall pay the Participant the
balance of his or her Deferred Compensation Account in one of the
following methods as elected by the Participant:
3.4.1
One lump sum payment; or
3.4.2
Equal annual installments over a period not to exceed ten
(10) years.
The Participant must elect the form of distribution for his or
her Deferred Compensation Account at the same time he or she first
completes a deferral election pursuant to Section 3.1.
If the Participant does not elect a form of distribution, payment
shall be made in one lump sum payment. The Participant may
elect a new form of distribution; provided, however, that such
election must be made at least twelve (12) months prior to the
original distribution date and must postpone payment for at least
five (5) years after such original distribution date; and
provided, further, that such new election shall not be effective if
it precedes the Participant’s Separation from Service by less
than one year.
ARTICLE 4.
DEFINITIONS
4.1
Accounting Date. "Accounting Date" means any date as
of which the Administrator elects to determine the value of the
balance in a Participant’s Deferred Compensation Account,
including Annual Accounting Dates. An "Annual
| 
