Tier 1 — CEO and CFO
AMENDMENT TO CHANGE IN CONTROL AGREEMENT
This Amendment to the Change in Control Agreement (the “Agreement”) dated as of ___, between Penford
Corporation, a Washington corporation (the “Company”) and ___ (the “Executive”) is made as of December 30,
A. The Company and Executive intend that the Agreement be interpreted and operated to the fullest extent
possible so that the payments and benefits under this Agreement either shall be exempt from the requirements of
Code Section 409A or shall comply with the requirements of such provision.
B. Therefore, the Company and Executive deem it appropriate to adopt this amendment to the Agreement.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. The words “and to the extent not resulting in a violation of the requirements of Code Section 409A” are
added after “to the extent necessary” in the third sentence of paragraph 6 Benefits.
2. The last two sentences of paragraph 6 Benefits are deleted in their entirety and the following sentences
Notwithstanding the foregoing, any such benefits shall be made available to the Executive by the Company
during such delay period at Executive’s expense. If such a delay is required, on such six-month anniversary,
the Executive will receive a lump sum cash payment equal to the value of any health and welfare benefits that
could not be provided during such six months. After the six-month anniversary, these benefits under this
paragraph 6 will continue through the end of the Compensation Period.
3. The first sentence of subparagraph (d) Payment of Gross-Up of paragraph 9 Section 280G Tax
Payment is deleted in its entirety and the following substituted therefor:
Subject to paragraph 25(c), an estimated Gross-Up Payment shall be made to the Executive on the 55th day
following the Executive’s Separation from Service provided the Waiver and Release Agreement was
executed and delive