Exhibit 10.14





  


AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


 


THIS AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (this
“Agreement”) is entered into effective the 12th day of March 2014 (the
“Effective Date”) by and between James L. Thornton, a resident of the State of Minnesota
(“Employee”), and Dakota Plains Holdings, Inc., a Nevada corporation (the
“Company”). 


 


WHEREAS,
the Company’s primary business is developing, owning and operating rail facilities and other means to support the loading,
marketing and transporting of crude oil and related products from, into and within the North Dakota Bakken oil fields;


 


WHEREAS,
the Company and Employee entered into an Employment Agreement effective as of March11,2013(the
“Prior Agreement”) and Employee has been employed by the Company pursuant to the terms and conditions
of the Prior Agreement.


 


WHEREAS, during
his employment with the Company, Employee has had and will continue to have access to the Company’s confidential, proprietary
and trade secret information. Employee and the Company agree that it is in the best interests of the Company to protect its confidential,
proprietary and trade secret information, to prevent unfair competition by former executives following separation of their employment
and to secure cooperation from former executives with respect to matters related to their employment with the Company; and


 


WHEREAS,
Employee acknowledges that his receipt of benefits under this Agreement depends on, among other things, his agreement to
abide by the confidentiality, non-competition, non-solicitation and other covenants contained in this Agreement, including
those in Sections 5 and 6 below.


 


WHEREAS,
the Company and Employee now desire to amend and fully restate the Prior Agreement.


 


NOW, THEREFORE,
in consideration of the foregoing recitals and the respective agreements of the Company and Employee as set forth below, the
Company and Employee, intending to be legally bound, agree as follows:


 


1.             Employment.


 


1.1          Term.
As of the Effective Date, the Company hereby agrees to continue to employ Employee, and Employee hereby accepts such
continued employment on the terms and conditions set forth herein, for the period commencing on the Effective Date and ending
on the three year anniversary of the Effective Date (the
“Initial Term”), subject to earlier termination pursuant to the terms of this Agreement. This
Agreement will be automatically extended after the end of the Initial Term for successive one year terms (each a
“Renewal Term”), subject to earlier termination pursuant to the terms of this Agreement, unless
either party delivers to the other party written notice of non-renewal no fewer than ninety (90) days prior to the expiration
of the Initial Term or any Renewal Term then in effect stating that such party does not wish to extend the Term beyond the
end of the Initial Term or the Renewal Term then in effect; provided, further, that if a “Change in Control” (as
defined in the Company’s 2011 Equity Incentive Plan) occurs prior to the expiration of the Initial Term or the
then-current Renewal Term, then the Initial Term or then-current Renewal Term (as applicable) shall be extended through
the two-year anniversary of the Change in Control without any option for the Company to not renew this Agreement prior to the
end of such two-year period. The Initial Term together with any Renewal Term(s) is herein referred to as the
“Term.” If Employee remains employed by the Company after the Term, then such employment shall be
according to such terms and conditions as the Company may establish from time to time.


 






    	 



    	 



    

 


1.2           Services.
The Company hereby agrees to continue to employ Employee in the role of the Company’s Vice President, General Counsel and
Secretary, and Employee hereby accepts such continued employment with the Company on the terms and conditions set forth herein.
Employee shall perform all activities and services as the Company’s Vice President, General Counsel and Secretary, which
shall include such duties and responsibilities as the Company’s Board of Directors (the
“Board”) and Chief Executive Officer may from time-to-time reasonably prescribe consistent with the duties
and responsibilities of a Vice President, General Counsel and Secretary of the Company (the
“Services”). Employee shall use his best efforts to make himself available to render such Services to the
best of his abilities. The Services shall be performed in a good professional and workmanlike manner by Employee, to the Company’s
reasonable satisfaction, which shall include duties and responsibilities as the Company’s Vice President, General Counsel
and Secretary. Employee may be considered an executive officer for purposes of Section 16 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). 


 


2.           At-Will
Relationship. Employee’s employment with the Company shall be entirely “at-will,” meaning that either
Employee or the Company may terminate such employment relationship at any time for any reason or for no reason at all, subject
to the provisions of this Agreement. The date upon which Employee’s termination of employment with the Company occurs is
the “Termination Date.” For purposes of
Sections 8.2(iv), 8.2(v) and 8.2(vi) of this Agreement only, with respect to the timing of any payments thereunder, the “Termination
Date” shall mean the date on which a “separation from service” has occurred for purposes of Section 409A of
the Internal Revenue Code of 1986, as amended from time to time (the
“Code”) and the regulations and guidance thereunder.


 


3.           Compensation
and Incentive Awards. In consideration for Employee entering into this Agreement with the Company and performing the Services
required hereunder during the Term, the Company shall provide Employee with the following compensation while Employee is employed
by the Company during the Term:


 


3.1
          Annual Salary. The Company shall pay Employee an
annualized base salary according to this Section 3.1 (the
“Salary”), which Salary shall be paid monthly on the 15th day of each calendar month, or
the last business day immediately preceding the 15th day of each calendar month, in the event the 15th
falls on a weekend or a holiday. Employee’s annualized Salary as of the Effective Date shall be $250,000.


 


3.2
          Short Term Incentive. For each calendar year during the
Term, Employee shall be eligible to receive an annual incentive bonus in the discretion of the Company’s Compensation
Committee or Board based upon Employee meeting or exceeding mutually agreed upon performance goals, with a target annual
incentive bonus equal to 50% of Employee’s annualized Salary and to be paid in cash, subject to all applicable
corporate approvals, to be issued no later than March 15 of the calendar year immediately following the calendar year for
which such bonus is earned; provided, however, that nothing herein shall obligate the Company to pay any Short Term Incentive
bonus under this Section 3.2 to Employee at any time.


 






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3.3
          Long Term Incentive. For each calendar year during the
Term, Employee shall be eligible to receive an annual incentive bonus in the discretion of the Company’s Compensation
Committee or Board based upon Employee meeting or exceeding mutually agreed upon performance goals, with a target annual
incentive bonus equal to 100% of Employee’s annualized Salary and to be paid in restricted stock, subject to all
applicable corporate approvals, to be issued no later than March 15 of the calendar year immediately following the calendar
year for which such bonus is earned; provided, however, that nothing herein shall obligate the Company to pay any Long Term
Incentive bonus under this Section 3.3 to Employee at any time. The Company agrees that upon the vesting of restricted
stock issued pursuant to this Section 3.3, Employee will have the option of paying the required withholding tax due
upon such vesting or receiving a certain number of net shares of common stock, in either case in accordance with the terms of
the applicable grant agreements and plan document(s) governing such restricted stock.


 


4.             Benefits.
In consideration for Employee entering into this Agreement with the Company and performing the Services required hereunder
during the Term, the Company shall provide Employee with the following employee benefits while Employee is employed by the Company
during the Term:


 


4.1
          Retirement Plans. Employee shall be entitled to
participate in the Company’s 401(k), profit sharing and
other retirement plans (the
“Plan”) presently in effect or hereafter adopted by the Company, to the extent that such Plan relates
generally to all employees of the Company. Employee shall be able to contribute up to the legal limit, as a percentage of his
annualized Salary, into any such Plan, of which the Company shall match Employee’s contribution up to a maximum of
eight percent (8.0%) of Employee’s qualified annualized Salary.


 


4.2
          Vacation. Employee shall be entitled to four weeks paid
vacation annually pursuant to such general policies and procedures of the Company consistent with past practices as are from
time to time adopted by the Company.


 


4.3
          Expense Reimbursement. Employee shall be reimbursed by the
Company for all ordinary and customary business expenses, including travel. Employee shall provide such appropriate
documentation regarding such expenses and disbursements as Company may reasonably require. Reimbursement shall occur once per
month and must be paid within thirty (30) days after the Company receives appropriate documentation from Employee related to
such expenses but in no event later than the end of the Company’s taxable year following the taxable year in which such
expenses are incurred.


 


4.4
          Health Insurance. Employee, Employee’s spouse and
any children of Employee (the “Employee’s
Family”) shall be entitled to participate in health, hospitalization, disability, dental and other such
health-related benefits and/or insurance plans that the Company may have in effect from time-to-time and provided Employee
and Employee’s Family meets the eligibility requirements for each such individual plan or program, all of
which insurance premiums shall be paid by the Company on behalf of Employee and Employee’s Family. The Company provides
no assurance as to the adoption or continuance of any particular health, hospitalization, disability, dental and other such
health-related benefits and/or insurance plans or programs and Employee and Employee’s Family’s participation in
any such plan or program shall be subject to the provisions, rules and regulations applicable thereto.


 


4.5          Other
Benefits. Employee shall also be entitled to such other benefits as the Company may from time-to-time generally provide to
its personnel, at the discretion of and as permitted by the Company’s management.


 






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5.            Confidential
Information.


 


5.1           Employee
shall maintain the confidentiality of all trade secrets, (whether owned or licensed by the Company) and related or other
interpretative materials and analyses of the Company’s projects, or knowledge of the existence of any material,
information, analyses, projects, proposed joint ventures, mergers, acquisitions, divestitures and other such anticipated or
contemplated business ventures of the Company, and other confidential or proprietary information of the Company
(“Confidential Information and Materials”) obtained by Employee as result of Employee’s
employment with the Company (including Employee’s employment with the Company before the Effective Date) and for two
(2) years following termination of Employee’s employment with the Company for any reason, whether such termination is
at the initiative of Employee or the Company or before or after expiration of the Term.


 


5.2
          In the event that such Confidential Information and Materials are
memorialized on any computer hardware, software, CD-ROM, disk, tape, or other media, Company shall have the right, subject to
the rights of third parties under contract, copyright, or other law, to view, use, and copy for safekeeping or backup
purposes such Confidential Information and Materials. During the period of confidentiality, Employee shall make no use of
such Confidential Information and Materials for his own financial or other benefit, and shall not retain any originals or
copies, or reveal or disclose any Confidential Information and Materials to any third parties, except as otherwise expressly
agreed by the Company. Except in the performance of the Services, Employee shall have no right to use the Company’s
corporate logos, trademarks, service marks, or other intellectual property without prior written permission of the Company
and subject to any limitations or restrictions upon such use as the Company may require.


 


5.3
          Upon expiration or termination of this Agreement, Employee shall
turn over to a designated representative of the Company all property in Employee’s possession and custody and belonging
to the Company. Employee shall not retain any copies or reproductions of correspondence, memoranda, reports, notebooks,
drawings, photographs or other documents relating in any way to the affairs of the Company and containing Confidential
Information and Materials which came into Employee’s possession at any time during the term of Employee’s
employment with the Company.


 


5.4
          Employee acknowledges that the Company is a public company
subject to the reporting requirements of the Exchange Act and that this Agreement may be subject to the filing requirements
of the Exchange Act. Employee acknowledges and agrees that the applicable insider trading rules and limitations on disclosure
of non-public information set forth in the Exchange Act and rules and regulations promulgated by the SEC shall apply to this
Agreement and Employee’s employment with the Company. Employee (on behalf of himself as well as his executors, heirs,
administrators and assigns) absolutely and unconditionally agrees to indemnify and hold harmless the Company and all of its
past, present and future affiliates, executors, heirs, administrators, shareholders, employees, officers, directors,
attorneys, accountants, agents, representatives, predecessors, successors and assigns from any and all claims,
debts, demands, accounts, judgments, causes of action, equitable relief, damages, costs, charges, complaints, obligations,
controversies, actions, suits, proceedings, expenses, responsibilities and liabilities of every kind and character whatsoever
(including, but not limited to, reasonable attorneys’ fees and costs) in the event of Employee’s breach or
alleged breach of any obligation under the Exchange Act, any rules promulgated by the SEC and any other applicable Federal or
state laws, rules, regulations or orders.


 


5.5
          The foregoing obligations of confidentiality shall not apply to
any Confidential Information and Materials that: (i) are now or subsequently become generally publicly known, other than as a
direct or indirect result of the breach by Employee of this Agreement, (ii) are independently made available to Employee in
good faith by a third party who has not violated a confidential relationship with the Company, or (iii) are required to be
disclosed by law or legal process. Employee understands and agrees that Employee’s obligations under this Agreement to
maintain the confidentiality of the Company’s Confidential Information are in addition to any obligations of Employee
under applicable statutory or common law. The parties agree that the provisions of this Section 5 shall survive any
termination of Employee’s employment with the Company and this Agreement.


 






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6.           Non-Competition
and Non-Solicitation.


 


6.1           Employee agrees
that he will not:


 


(i)            anywhere
the Company does business, including but not limited to Williston Basin and the Rocky Mountain Region, engage, directly or indirectly,
alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation),
partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with,
any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical
business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of
Employee’s termination or has notified Employee that it proposes to conduct and for which the Company has, prior to the
time of such termination, expended substantial resources (the “Designated Industry”), 


 


(ii)           divert
to any competitor of the Company any customer of the Company, or


 


(iii)
         solicit any employee, consultant or independent contractor of the
Company to change its relationship with the Company, or hire or offer employment to, or a consulting or independent
contractor relationship with, any person to whom Employee actually knows the Company has offered employment; provided,
however, that this provision does not apply to any employee, consultant or independent contractor of the Company who responds
to a general solicitation for an advertised position provided Employee has not otherwise engaged in conduct prohibited by
this Section 6.


 


6.2
          Employee agrees to be bound by the provisions of this Section
6 in consideration for the Company’s employment of Employee, payment of the compensation and benefits
provided under Section 3 and Section 4 above and the covenants and agreements set forth herein. The provisions
of this Section 6 shall apply during the term of Employee’s employment with the Company and for a period of two
(2) years following termination of Employee’s employment with the Company for any reason, whether such termination is
at the initiative of Employee or the Company or before or after expiration of the Term. The parties agree that the provisions
of this Section 6 shall survive any termination of this Agreement, Employee will continue to be bound by the
provisions of this Section 6 until their expiration and Employee shall not be entitled to any compensation from the
Company with respect thereto except as provided under this Agreement.


 


6.3
          Employee acknowledges that the provisions of this Section
6 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 6 shall
be determined to be invalid or unenforceable by reason of being vague or unreasonable as to area, duration or scope of
activity, this Section 6 shall be considered divisible and shall become and be immediately amended to only such area,
duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having
jurisdiction over the matter; and Employee agrees that this Section 6 as so amended shall be valid and binding as
though any invalid or unenforceable provision had not been included herein.


 






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7.
           Non-Disparagement. Both the Company and Employee agree
that neither they nor any of their respective affiliates, predecessors, subsidiaries, partners, principals, officers,
directors, authorized representatives, agents, employees, successors, assigns, heirs or family members shall disparage or
defame any other party hereto relating in any respect to this Agreement, their relationship or the Company’s employment
of Employee.


 


8.            Rights
Upon Termination of Employment.


 


8.1           If
Employee’s employment with the Company is terminated by the Company or Employee for any reason upon or following the
expiration of the Term, or if Employee’s employment with the Company is terminated during the Term by the Company for
Cause (as defined below) or by Employee for any reason other than Good Reason (as defined below), or if Employee’s
employment with the Company is terminated during the Term by reason of Employee’s death or Disability (as defined
below), then: (i) the Company shall pay to Employee or his beneficiary or his estate, as the case may be, Employee’s
Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement that might have accrued
prior to the Termination Date; and (iii) any securities held in the name of Employee, or any portion thereof, may be
exercised to the extent Employee was entitled to do so as of the Termination Date in accordance with the terms of the
applicable grant agreements and plan document(s) governing such securities.


 


8.2
          If Employee’s employment with the Company is terminated
during the Term by the Company for any reason other than for Cause or by the Employee for Good Reason, then: (i) the Company
shall pay Employee’s Salary through the Termination Date, (ii) the Company shall pay any unpaid expense reimbursement
that might have accrued prior to the Termination Date, (iii) subject to Section 8.7, any securities held in the name
of Employee, or any portion thereof, shall vest or may be exercised by Employee during the six-month period immediately
following the Termination Date as though Employee was entitled to do so as of the Termination Date in accordance with the
terms of the applicable grant agreements and plan document(s) governing such
securities, (iv) subject to Section
8.7 and only if the Termination Date occurs before a Change in
Control (as defined in the
Company’s 2011 Equity
Incentive Plan) or if the Termination Date occurs after the one (1) year anniversary of such Change in Control, the Company
shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Termination Date, payable in 24
substantially equal monthly installments on or about the 15th day of each of the 24 months immediately following the
Termination Date; provided, however, that any installments that otherwise would be payable between the Termination Date and
the 60th day after the Termination Date shall be delayed until the 15th day of the calendar month that is more than 60 days
after the Termination Date and included with the installment payable on such date, (v) subject to Section 8.7, the
Company shall pay Employee an amount equal to two times Employee’s target Short Term Incentive award made pursuant
to Section 3.2, less applicable withholdings, payable in 24 substantially equal monthly installments on or about the
15th day of each of the 24 months immediately following the Termination Date; provided, however, that any installments that
otherwise would be payable between the Termination Date and the 60th day after the Termination Date shall be delayed until
the 15th day of the calendar month that is more than 60 days after the Termination Date and included with the installment
payable on such date, and (vi) subject to Section 8.7, if Employee is eligible for and takes all steps necessary to
continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company
following the Termination Date (including completing and returning the forms necessary to elect COBRA coverage), the Company
will (a) pay for the portion of the premium costs for such coverage that the Company would pay if Employee had remained
employed by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest
of: (1) the 18-month month anniversary of the Termination Date, (2) the date Employee becomes eligible for group health and
dental insurance coverage from any other employer, or (3) the date Employee is no longer eligible to
continue Employee’s and Employee’s Family’s group health and dental insurance coverage with the Company
under applicable law, and (b) pay Employee an amount equal to the Company’s portion of the first month COBRA premium
costs for such coverage identified in Section 8.2(vi)(a) multiplied by six (6), payable in a lump sum on the
Company’s first payroll that is more than 60 days after the Termination Date.


 






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8.3          Termination
of Employee for “Cause” shall mean any of the
following acts by Employee:


 


(i)            an
intentional act of fraud, embezzlement, theft or any other material violation of law:


 


(ii)           intentional
damage to the Company’s assets;


 


(iii)          the
willful and continued failure to substantially perform required duties for the Company (other than as a result of incapacity
due to physical or mental illness); or


 


(iv)          willful
conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise.


 


8.4
          “Disability” hereunder
shall mean the inability of Employee to perform on a full-time basis the duties and responsibilities of his employment with
the Company by reason of his illness or other physical or mental impairment or condition, if such inability continues for an
uninterrupted period of 180 days or more during any 360-day period. A period of inability shall be
“uninterrupted” unless and until Employee returns to full-time work, with or without an accommodation, for a
continuous period of at least thirty (30) days.


 


8.5
          “Good Reason” hereunder shall mean the occurrence
of any of the following during the Term without Employee’s consent: (i) a material reduction in Employee’s duties
that is inconsistent with Employee’s position as Vice President, General Counsel and Secretary of Company or a change in
Employee’s reporting relationship; (ii) Employee is no longer the Vice President, General Counsel and Secretary of Company;
(iii) any material reduction in Employee’s annual base salary or bonus compensation (other than in connection with a general
decrease in the salary or bonuses for other employees of Company); (iv) material breach by Company of any of its obligations hereunder;
or (v) a requirement by Company that Employee relocate Company’s principal office to a facility more than fifty (50) miles
from Company’s principal office as of the Effective Date; provided, however that Employee must provide written notice to
the Company that Good Reason exists within fifteen (15) days of the occurrence of the circumstances giving rise to Good Reason,
the Company must fail to cure such circumstances within thirty (30) days after its receipt of such notice from Employee and the
Company engaging in good faith negotiations with Employee to resolve the alleged Good Reason circumstances or to confirm with
Employee that the facts Employee has identified support a Good Reason resignation, and Employee must resign no later than ninety
(90) days after expiration of the Company’s 30-day cure period in order for Employee’s resignation to be for Good
Reason.


 






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8.6          In
the event of termination of Employee’s employment, the sole obligation of the Company shall be its obligation to
make the payments called for by Section 8.1 or Section 8.2 hereof, as the case may be, and the Company shall
have no other obligation to Employee or to his beneficiary or his estate, except for compensation earned for services
performed through the Termination Date or as otherwise provided by law, under the terms of any other applicable agreement
between Employee and the Company or under the terms of any employee benefit plans or programs then maintained by the Company
in which Employee participates.


 


8.7          Notwithstanding
the foregoing provisions of this Section 8, the Company shall not be obligated to provide the consideration under Section 8.2(iii),
8.2(iv), 8.2(v) or 8.2(vi) hereof unless Employee shall have signed a release of claims in favor of the Company in a form
to be prescribed by the Company, all applicable consideration periods and rescission periods provided by law shall have expired
and Employee is in strict compliance with the terms of this Agreement as of the dates of the payments.


 


9.
           Rights Upon a Change in Control. If a Change in
Control (as defined in the Company’s 2011 Equity Incentive Plan) occurs during the Term, then, subject to Employee
signing and not rescinding a release of claims in favor of the Company in a form to be prescribed by the Company, the Company
shall pay Employee an amount equal to two times Employee’s annualized Salary as of the Change in Control, less
applicable withholdings, payable in a lump sum no later than 75 days after the Change in Control occurs. For avoidance of
doubt, if a Change in Control (as defined in the Company’s 2011 Equity Incentive Plan) occurs during the Term, then
Employee will not be eligible to receive the severance pay described in Section 8.2(iv) unless the Termination Date
occurs during the Term and after the one (1) year anniversary of such Change in Control.


 


10.          Notices.
Any notice required or permitted under this Agreement shall be personally delivered or sent by recognized overnight courier
or by certified mail, return receipt requested, postage prepaid, and shall be effective when received (if personally delivered
or sent by recognized overnight courier) or on the third day after mailing (if sent by certified mail, return receipt requested,
postage prepaid) to Employee at the address indicated on the signature page of this Agreement and to the Company at its headquarters
or principal place of business. Either party may designate a different person to whom notices should be sent at any time by notifying
the other party in writing in accordance with this Agreement.


 


11.
         Survival of Certain Provisions. Those provisions of
this Agreement which by their terms extend beyond the termination or non-renewal of this Agreement (including all
representations, warranties, and covenants of the parties) shall remain in full force and effect and survive such termination
or non-renewal.


 


12.
         Severability. Each provision of this Agreement shall
be considered severable such that if any one provision or clause conflicts with existing or future applicable law, or may not
be given full effect because of such law, this shall not affect any other provision which can be given effect without the
conflicting provision or clause.


 


13.
         Entire Agreement. This Agreement contains the entire
agreement and understanding between the parties, and supersede all prior agreements and understandings relating to the
subject matter hereof, including without limitation the Prior Agreement. There are no understandings, conditions,
representations or warranties of any kind between the parties except as expressly set forth herein.


 






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14.
         Assignability. Employee may not assign this Agreement
to any third party for whatever purpose without the express written consent of the Company. The Company may not assign this
Agreement to any third party without the express written consent of Employee except by operation of law, or through merger,
liquidation, recapitalization or sale of all or substantially all of the assets of the Company, provided that the Company may
assign this Agreement at any time to an affiliate of the Company. The provisions of this Agreement shall inure to the benefit
of and be binding upon the parties and their respective representatives, successors, and assigns. Any third party to which
the Company assigns this Agreement by operation of law, or through merger, liquidation, recapitalization or sale of all or
substantially all of the assets of the Company, or because such third party is an affiliate of the Company, shall thereafter
be deemed the “Company” for the purposes of this Agreement.


 


15.
         Headings. The headings of the paragraphs and sections
of this Agreement are inserted solely for the convenience of reference. They shall in no way define, limit, extend, or aid in
the construction of the scope, extent, or intent of this Agreement.


 


16.
         Waiver. The failure of a party to enforce the provisions of
this Agreement shall not be construed as a waiver of any provision or the right of such party thereafter to enforce each and
every provision of this Agreement.


 


17.
         Amendments. No amendments of this Agreement shall be
binding upon the Company or Employee unless made in writing, signed by the parties hereto, and delivered to the parties at
the addresses provided herein.


 


18.
         Governing Law. This Agreement shall be governed by and
construed under the internal laws of the State of Minnesota, without regard to the principles of comity and/or the applicable
conflicts of laws of any state that would result in the application of any laws other than the State of Minnesota.


 


19.
         Jurisdiction. This Agreement, including the documents,
instruments and agreements to be executed and/or delivered by the parties pursuant hereto, shall be construed, governed by
and enforced in accordance with the internal laws of the State of Minnesota, without giving effect to the principles of
comity or conflicts of laws thereof. Employee and the Company agree and consent that any legal action, suit or proceeding
seeking to enforce any provision of this Agreement shall be instituted and adjudicated solely and exclusively in any court of
general jurisdiction in Minnesota, or in the United States District Court having jurisdiction in Minnesota and Employee and
the Company agree that venue will be proper in such courts and waive any objection which they may have now or hereafter to
the venue of any such suit, action or proceeding in such courts, and each hereby irrevocably consents and agrees to the
jurisdiction of said courts in any such suit, action or proceeding. Employee and the Company further agree to accept and
acknowledge service of any and all process which may be served in any such suit, action or proceeding in said courts, and
also agree that service of process or notice upon them shall be deemed in every respect effective service of process or
notice upon them, in any suit, action, proceeding, if given or made (i) according to applicable law, (ii) by a person over
the age of eighteen (18) who personally served such notice or service of process on Employee or the Company, as the case may
be, or (iii) by certified mail, return receipt requested, mailed to employee or the Company, as the case may be, at their
respective addresses set forth in this Agreement.


 


20.
          Counterparts and Electronic Signatures. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same Agreement.


 






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21.
          Taxes and Section 409A. Company may withhold from any
amounts payable under this Agreement such federal, state and local income and employment taxes as Company shall determine are
required to be withheld pursuant to any applicable law or regulation. Employee shall be solely responsible for the payment of
all taxes due and owing with respect to wages, benefits, and other compensation provided to him hereunder. This Agreement and
the compensation payable hereunder is intended to satisfy, or be exempt from, the requirements of Section 409A(a)(2)(3) and
(4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be
interpreted accordingly. Each payment under this Agreement is intended to be treated as one of a series of separate payments
for purposes of Code Section 409A and Treasury Regulation § 1.409A-2(b)(2)(iii) (or any similar or successor
provisions). To the extent that any payments under Section 8.2(iv) are subject to Code Section 409A and Employee is a
“Specified Employee” (as defined in Section 409A) as of the Termination Date, such payments to Employee
under Section 8.2(iv) may not be made before the date that is six (6) months after the Termination Date or, if earlier, the
date of Employee’s death. Payments to which Employee would otherwise be entitled during the first six (6) months
following the Termination Date will be accumulated and paid on the first day of the seventh month following the Termination
Date (or Employee’s death, if earlier).


 


22.
          Excise Tax. In the event that the benefits provided
for in this Agreement or otherwise payable to Employee (i) constitute “parachute payments” within the meaning of
Section 280G of the Code, and (ii) if the net after-tax amount of such parachute payment to Employee is less than what the
net after-tax amount to Employee would be if the aggregate payments and benefits otherwise constituting the parachute payment
were limited to three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) less
$1.00, then the aggregate payments and benefits otherwise constituting the parachute payment shall be reduced to an amount
that shall equal three times Employee’s base amount, less $1.00. Should such a reduction in payments and benefits be
required, Employee shall be entitled, subject to the following sentence, to designate those payments and benefits under
this Agreement or the other arrangements that will be reduced or eliminated so as to achieve the specified reduction in
aggregate payments and benefits to Employee and avoid characterization of such aggregate payments and benefits as a parachute
payment. The Company will provide Employee with all information reasonably requested by Employee to permit Employee to make
such designation. To the extent that Employee’s ability to make such a designation would cause any of the payments and
benefits to become subject to any additional tax under Code Section 409A, or if Employee fails to make such a designation
within ten business days of receiving the requested information from the Company, then the Company shall achieve the
necessary reduction in such payments and benefits by first reducing or eliminating the portion of the payments and benefits
that are payable in cash and then by reducing or eliminating the non-cash portion of the payments and benefits, in each case
in reverse order beginning with payments and benefits which are to be paid or provided the furthest in time from the date of
the Company’s determination. For purposes of this Section 22, a net after-tax amount shall be determined by
taking into account all applicable income, excise and employment taxes, whether imposed at the federal, state or local level,
including the excise tax imposed under Section 4999 of the Code.





 


[Signature Page
Follows]


 






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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the Effective Date first set forth above.


 





	 	DAKOTA PLAINS HOLDINGS, INC.
	 	 
	 	 
	 	Timothy R. Brady
	 	Chief Financial Officer













 





	 	EMPLOYEE
	 	 
	 	 
	 	James L. Thornton


 


[Signature Page
to Employment Agreement]