EXHIBIT 10.25
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective as of June 1, 1998 by and between John
D. Johnson (hereafter "Johnson") and Cenex Harvest States Cooperatives, a
Minnesota cooperative corporation (together with all affiliates, the "Company").
1. The Employment Clause
The Company hereby agrees to and does hereby employ Johnson as
President and General Manager, and Johnson hereby agrees to continue in
the employ of the Company as President and General Manager, for the
period set forth in Paragraph 2 below (the period of employment) upon
the other terms and conditions set forth in this Agreement. Upon the
expiration or termination for any reason of service by Noel Estenson as
CEO of the Company (which shall occur not later than December 31,
2000), Johnson shall automatically assume the position of CEO of the
Company.
2. Period of Employment; Termination of Agreement
(a) The period of employment shall commence on the date of this
Agreement and, subject only to the provisions of Paragraphs
6(b) and 6(c) below, relating, respectively, to death and
disability, shall continue for a rolling three (3) year
period, provided that Johnson's employment may be terminated
by either party on at least thirty (30) days written notice,
subject to the rights and obligations of the parties set forth
herein.
(b) Either party may terminate this Agreement and all of the
rights and obligations of the parties hereunder, upon at least
three (3) years' prior written notice to the other party.
3. The Performance Clause
Throughout the period of employment, Johnson agrees to devote his full
time and attention during normal business hours to the business of the
Company, except for earned vacations and except for illness or
incapacity.
4. The Compensation Clause
(a) For all services to be rendered by Johnson in any capacity
during the period of employment, Johnson shall be paid as
annual compensation a base or fixed salary of at least
$500,000. The Board will annually review Johnson's annual
compensation and determine what is appropriate for a cost of
living, merit increase, and/or increase in responsibilities or
duties in connection with a business combination involving the
Company.
(b) Johnson shall be entitled to receive incentive compensation
based on or comparable to the terms of the Executive
Compensation Plan in effect for CENEX, Inc.
immediately prior to the merger of CENEX, Inc. with and into
Harvest States Cooperatives.
(d) During the term of his employment hereunder, Johnson shall be
entitled to those employee benefits separately made available
to him from time to time by the Board of Directors in its
discretion.
(e) The Company shall bear such ordinary and necessary business
expenses incurred by Johnson in performing his duties
hereunder as the Company determines from time to time,
provided that Johnson accounts promptly for such expenses to
the Company in the manner prescribed from time to time by the
Company.
5. Termination with Severance Allowance
(a) Conditions for Severance Allowance and Amount. In the event of
termination of the employment of Johnson by the Company during
the period of employment for any reason other than for cause,
as defined in (b) below, death or disability, the Company
shall pay Johnson a severance allowance by continuing
Johnson's base or fixed salary for three (3) years, plus
continuing his family health insurance for at least one (1)
year. Said severance allowance shall be in lieu of all other
severance payable to Johnson under Company severance policies.
Said severance shall be paid in semi-monthly installments,
subject to normal withholding taxes. Failure of the Board of
Directors to appoint Johnson CEO of the Company following
termination or expiration of service by Noel Estenson as CEO
of the Company (not later than December 31, 2000) shall be
deemed to constitute an event of termination without cause and
entitle Johnson to receive the severance allowance provided in
this Agreement.
(b) Definition of "For Cause". For the purpose of this Agreement,
termination of Johnson's employment shall be deemed to have
been for cause (and in which case the Company shall have no
obligation to Johnson whatsoever) only:
(i) if termination of Johnson's employment shall have
been the result of an act or acts of fraud, theft or
embezzlement on the part of Johnson which, if
convicted, would constitute a felony and which
results or which is intended to result directly or
indirectly in gain or personal enrichment of Johnson
at the expense of the Company; or
(ii) if termination of Johnson's employment results from
Johnson's willful and material misconduct, including
willful and material failure to perform his duties,
and Johnson has been given written notice by the
Board of Directors with respect to such and Johnson
does not cure within a reasonable time; or
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(iii) if there has been a breach by Johnson during the
period of employment of the provisions of Paragraph 3
above, relating to the time to be devoted to the
affairs of the Company, and with respect to any
alleged breach of Paragraph 3 hereof, Johnson shall
have substantially failed to remedy such alleged
breach within thirty days from Johnson's receipt of
notice from the Board of Directors.
(c) Request and Release. In order to obtain the severance
allowance provided for in this Agreement, Johnson must submit
a request for severance and must sign a complete release of
all claims. The Company shall have no obligation to pay any
severance allowance unless and until Johnson shall have
submitted the request for severance and signed a full and
complete release of all claims, to be drafted by Legal Counsel
for the Company.
6. Termination without Severance Allowance
(a) Voluntary Termination by Johnson. In the event of voluntary
termination by Johnson, the Company shall not owe Johnson any
severance allowance and Johnson shall not, for a period of
three (3) years from the date of termination, directly or
indirectly participate anywhere in the continental United
States in any activities which are in competition or conflict
with the activities of the Company or any Company subsidiary
or affiliate, including, but not limited to, managing,
consulting, operating, controlling, owning or having an
ownership interest in, being employed by, or being connected
with the management, operation or control of, any business
which is of the same or similar type of business in which the
Company or any Company subsidiary or affiliate presently
engage, or hereafter engage during the term of this Agreement,
or which competes with, or reasonably could be expected to
compete with, the Company or any Company subsidiary or
affiliate. Notwithstanding any provision herein, Johnson shall
be entitled to receive, to the date of termination, base or
fixed compensation plus a prorated amount of Executive
Compensation.
(b) Death. In the event of Johnson's death during the period of
employment, the legal representative of Johnson shall be
entitled to the base or fixed salary provided for in Paragraph
4(a) above for the month in which death shall have occurred,
at the rate being paid at the time of death, and the period of
employment shall be deemed to have ended as of the close of
business on the last day of the month in which death shall
have occurred but without prejudice to any benefits, such as
life insurance, otherwise due in respect of Johnson's death.
(c) Disability.
(i) In the event of Johnson's disability during the
period of employment, Johnson shall be entitled to an
amount equal to the base or fixed salary provided for
in
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Paragraph 4(a) above, at the rate being paid at the
time of the commencement of disability, for the
period of such disability but not in excess of twelve
(12) months from the beginning of the period that
establishes such disability, as described in
Paragraph 6(c)(iii) below.
(ii) The amount of any payments due under Paragraph
6(c)(i) shall be reduced by any payments to which
Johnson may be entitled for the same period because
of disability under any disability or pension plan of
Harvest States or of any division, subsidiary, or
affiliate thereof, or as the result of workers'
compensation or nonoccupational disability payments
received from any government entity.
(iii) The term "Disability" as used in this Agreement,
shall mean an illness or accident occurring during
the period of employment which prevents Johnson from
performing the essential functions of his job under
this Agreement, with reasonable accommodations (as
defined by federal and Minnesota disability laws),
for a period of six consecutive months. The period of
employment shall be deemed to have ended as of the
close of business on the last day of such six-month
period but without prejudice to any payments due
Johnson from any disability policy or disability
insurance.
7. Successor in Interest
This Agreement and the rights and obligations hereunder shall be
binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, and shall also bind and inure to the
benefit of any successor of the Company by merger or consolidation or
any purchaser or assignee of all or substantially all of its assets,
but, except to any such successor, purchaser, or assignee of the
Company, neither this Agreement nor any rights or benefits hereunder
may be assigned by either party hereto.
8. Construction
Whenever possible, each provision of this Agreement shall be
interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining
provisions of this Agreement.
9. Governing Laws
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Minnesota.
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10. Notices
Any notice required or permitted to be given under this Agreement shall
be sufficient if in writing, sent by Certified Mail, Return Receipt
Requested:
If to Johnson: John D. Johnson
51 Dellwood Cove
Dellwood, MN 55110
If to the Company: Chairman of the Board of Directors
Cenex Harvest States Cooperatives
5500 CENEX Drive
Inver Grove Heights, MN 55077
With a copy to: Legal Department
Cenex Harvest States Cooperatives
5500 CENEX Drive
Inver Grove Heights, MN 55077
11. Entire Agreement
This Agreement shall constitute the entire agreement between the
parties, superseding all prior agreements, and may not be modified or
amended and no waiver shall be effective unless by written document
signed by the Chairman of the Board and Johnson.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date set forth above.
CENEX HARVEST STATES COOPERATIVES
/s/ John D. Johnson By: /s/ Elroy Webster
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John D. Johnson Elroy Webster
Office of the Chair
By: /s/ Gerald Kuster
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Gerald Kuster
Office of the Chair
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