exv10w37



 




 Exhibit
10.37


EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of the
3rd  day of  October  ,  2007  (“Effective Date”), by and
between the Amaizing Energy Holding Company, an Iowa limited liability company (the “Holding
Company”) and Connie Jensen, a resident of the State of Iowa (the “Chief Financial Officer” or the
“CFO”).



     WHERAS, the parties acknowledge that the Holding Company was formed for the purpose of
expanding its Denison, Iowa operations and developing a 100 million gallon per year dry mill
corn-processing ethanol plant near Atlantic, Iowa (the “Business of the Holding Company”); and



     WHEREAS, the parties agree and acknowledge the Business of the Holding Company is a highly
competitive one, both inside of and outside the State of Iowa; and



     WHEREAS, the parties agree and acknowledge the Holding Company has, is and will likely
continue to develop valuable confidential techniques and valuable proprietary and confidential
information, forms and methods for use in the Business of the Holding Company; and



     WHEREAS, the CFO agrees and acknowledges that the CFO will have access to said valuable
techniques and employ said valuable proprietary and confidential information, forms and methods in
earning income in the employ of the Holding Company; and



     WHEREAS, the parties further agree and acknowledge that the CFO’s position is one of
considerable responsibility and requires considerable experience and requires the CFO to develop
and maintain good relationships with the Holding Company’s: (i) suppliers and potential suppliers,
(ii) customers and potential customers and (iii) employees, and that the Holding Company will incur
substantial time and expense to replace an employee who has the experience and relationships of the
CFO; and



     WHEREAS, as a condition of employment and continued employment of the CFO by the Holding
Company, the parties mutually agree that confidentiality is required in connection with the
Business of the Holding Company and in connection with the identity of the Holding Company’s
suppliers and customers, and that accordingly, it is vital that the Company be protected from
direct or indirect competition from the CFO during her employment and for a reasonable period of
time thereafter; and



     WHEREAS, the Holding Company and CFO now desire to provide for the employment of the CFO by
the Holding Company, after the effective date of this Agreement, upon the terms and conditions set
forth in this Agreement.



     NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:



 









 





AGREEMENT



1. Employment and Duties. Effective as of the Effective Date, the Holding Company will
employ the CFO and the CFO will accept such employment upon the terms and conditions set forth in
this Agreement. Employee shall be the CFO of the Holding Company and shall report directly to the
President and the Holding Company’s Board of Directors (the “Board of Directors”) or to such other
person as the Board of Directors designates. The CFO shall devote substantially her entire time
and attention to the Business of the Holding Company. In so doing, the CFO agrees to contribute
her best skills and services at all times for the business and benefit of the Holding Company. The
CFO hereby represents and confirms that she is under no contractual or legal commitment that would
prevent her from fulfilling her duties and responsibilities as set forth in this Agreement. During
her employment with the Holding Company, the CFO may participate in charitable activities and
personal investment activities to a reasonable extent, and she may serve as a director of business
and civic organizations as approved by the Board of Directors, so long as such activities do not
interfere with the performance of her duties and responsibilities hereunder. The CFO may
participate in other business activities that do not otherwise interfere with her duties under this
Agreement with the prior consent of the Board of Directors.



2. Term and Termination of Employment. The term of the CFO’s employment under this
Agreement shall commence on the Effective Date of this Agreement and shall continue thereafter
until terminated as follows:




     a. This Agreement shall continue initially for a period of three years from the date of
November 1, 2006, and shall renew automatically at the two-year anniversary of November 1, 2006 and
every year thereafter, unless the CFO or the Holding Company gives written notice of their
intention to revoke this Agreement no later than 90 days before its automatic renewal for a
subsequent rolling period of two years.



     b. The Holding Company may terminate this Agreement without cause, which shall include any
reason whatsoever, as long as such reason is in good faith, by notifying the CFO of such
termination at least 90 days in advance of the effective date of such termination. The Holding
Company may terminate this Agreement at any time without prior notice to the CFO for cause, which
shall include any one or more of the following reasons:


  


(1) A deliberate or serious violation of the CFO’s material duties as assigned by
the President or the Board of Directors;




(2) Refusal or unwillingness to perform such material duties in good faith and
to the best of the CFO’s ability upon request by the President or the Board of
Directors;





(3) A breach or violation of any other terms or conditions of this Agreement,
including but not limited to revealing Confidential Information;
 



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(4) Neglect or poor performance of duties, if not remedied to President’s
satisfaction after written notice has been given to the CFO by the President or the
Board of Directors;





(5) Conviction of the CFO of a felony or other crime involving moral turpitude,
dishonesty, willful misconduct, misappropriation of funds or habitual insobriety;





(6) Any other action on the part of the CFO involving willful and deliberate
malfeasance or gross negligence in the performance of her duties and
responsibilities, or any conduct or act which brings public disrespect, contempt or
ridicule upon the Holding Company; and





(7) A deliberate or serious violation of any law, rule, regulation, constitutional
provision, or Holding Company policy or procedure, (which policies are subject to
modification or change at any time), or local, state or federal law, which violation
may, in the sole judgment of the Board of Directors constitute justification for the
CFO’s termination.


If this agreement is terminated for cause, CFO is entitled only to the amount she is owed for work
completed until the date of termination of this Agreement, in addition to accrued and unpaid
vacation benefits and any other sums required by law, including, but not limited to, health
insurance benefits.




     c. This Agreement shall automatically terminate upon the death or permanent disability (as
determined in good faith by the Board of Directors) of the CFO.



     d. The CFO may terminate this Agreement without cause at any time by notifying the Board
of Directors of such termination at least 90 days in advance of the effective date of such
termination.



     e. In the event of a Change of Control (as defined below), the CFO has 60 days to exercise the
right to terminate this Agreement and receive a lump sum payment equal to two (2) years of salary.
The CFO may, at her sole discretion, choose not to exercise such option and continue as CFO of the
Holding Company’s successor. For purposes of this Agreement, a Change of Control in the Holding
Company shall be deemed to have occurred upon (a) any merger, consolidation or other similar
transaction in which the Holding Company is not the surviving entity or resulting in any one person
or entity and its affiliates, in the aggregate, owning a majority of the then-outstanding
Membership Units; or (b) upon the sale of all or substantially all of the assets or business of the
Holding Company.


Except as provided herein, all of the CFO’s right to compensation and other benefits hereunder
shall terminate upon the date her employment terminates, except: (1) as may be mandated by law with
respect to health insurance or other benefits, (2) as to accrued and unpaid vacation benefits and
(3) if terminated without cause, the CFO shall receive within 90 days of such termination, a lump
sum payment equal to two (2) years of salary.




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3. Position and Duties. The CFO shall have the authority, duties, and responsibilities
commensurate and consistent with such position and title and as designated by the President, the
Compensation Committee of the Board of Directors (the “Compensation Committee”) and the Board of
Directors from time to time, including, without limitation, (a) managing the Company’s financial
and managerial accounting procedures; (b) coordinating the preparation of audits of the Company’s
financial statements for Securities and Exchange Commission reporting purposes; (c) coordinating
the preparation of the Company’s tax return(s) and providing the Company’s members with the
appropriate information regarding the Company’s taxable income; and (d) coordinating the proper
controls and procedures to ensure compliance with applicable securities laws. The CFO shall be one
of the most senior executive officers of the Holding Company and will, subject to the supervision
of the President, the Compensation Committee and the Board of Directors, have discretion and
authority to account for the day-to-day affairs and operations of the Holding Company, to direct
the strategic direction of the Holding Company, and to hire and terminate the employment of
employees of the Holding Company that report directly or indirectly to the CFO. The CFO will
report to the President and Board of Directors and perform such other duties and responsibilities
as the President and the Board of Directors shall assign to her from time to time consistent with
her position. Except for the CEO, all staff and other functions and all operations of the Holding
Company will report directly or indirectly to the President, unless the Board of Directors
concludes in good faith that a direct reporting relationship to the Board of Directors with respect
to any staff or function is required by applicable law or written policies of the Holding Company,
or is reasonably necessary to fulfill its fiduciary obligations to the Holding Company.



4. Compensation.




     a. Base Salary. For all services rendered by the CFO to the Holding Company
hereunder, the CFO shall be paid an annual base salary for the initial term of this Agreement of
$75,000. The base salary for the CFO in subsequent terms shall be reviewed annually by the
President, the Compensation Committee and the Board of Directors, and shall be determined annually
by the Board of Directors within 90 days of each fiscal year end. When the Atlantic plant commences
production, the CFO’s base salary shall increase by 20 percent over her then-current salary for the
fiscal year in which the Atlantic plant commenced production, however, the increase in the CFO’s
base salary shall be pro rated and applied only to the pay periods following the commencement of
operations at the Atlantic plant.


The base salary payments shall be paid in accordance with the Holding Company’s payroll policies
and procedures as established from time to time. During each year after the first year of the
CFO’s employment hereunder, the President, the Board of Directors or the Compensation Committee, as
applicable, will conduct an annual performance review of the CFO and thereafter establish the CFO’s
base salary for the upcoming year.




     b. Annual Performance Bonus. Beginning September 30, 2007 and for each full or
partial fiscal year the CFO is employed by the Holding Company hereunder, the CFO shall be eligible
for a performance bonus. Such bonus shall not exceed 20% of the base salary for such fiscal year,
and will be based upon achievement of certain profitability and operational efficiencies relative
to the industry and such other criteria that the Presdient, the Compensation Committee or the Board
of Directors may, from time to time, determine in its sole discretion.



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Achievement by the CFO of the objectives for each fiscal year will be determined in good faith
by the President, the Compensation Committee or the Board of Directors, as applicable, in its sole
discretion, within 60 days after the end of each year; and the annual performance bonus will be
paid in a lump sum promptly following such determination. In the event the Holding Company or its
successor under a Change of Control terminates this Agreement without cause, or in the event of a
Change of Control that results in the CFO exercising her option to terminate this Agreement as
specified in Section 2.e., CFO shall receive a bonus calculated as a percentage of the actual bonus
she would have received at year-end based on the number of days elapsed as of the last day of CFO’s
employment. This bonus shall remain subject to the President, the Committee, and the Board of
Directors’ review of CFO’s performance until the last day of CFO’s employment.




     c. Nonqualified Option. If during the time the CFO is employed by the Holding
Company, the Holding Company conducts a federally registered offering of Membership Units or sells
other securities (collectively the “Offering"), the CFO may, in the discretion of the Board of
Directors, be granted an option to purchase Membership Units in the Holding Company. In the event
the Compensation Committee or the Board of Directors decides to compensate the CFO with an option
to purchase securities, the complete terms and conditions of such options will be as set forth in a
membership unit option plan (the “Option Plan”) and accompanying agreement (the “Option Agreement”)
to be prepared and entered into between the Holding Company and the CFO and approved by the Board
of Directors, but will include among other things a requirement that the CFO agree to be bound by
the terms and restrictions contained in the Holding Company’s Operating Agreement as it may be
amended from time to time.



     d. Employee Benefits. While the CFO is employed by the Holding Company hereunder, the
CFO will be entitled to participate in all employee benefit plans and programs of the Holding
Company, including without limitation, a 401(k) plan, and medical, life, and disability insurance
plans, to the extent the Holding Company offers such plans to its executive officers, in its sole
discretion, and to the extent that the CFO meets the eligibility requirements of each individual
plan or program as generally applicable to other executive officers of the Holding Company;
provided, however, that except as herein otherwise provided the Holding Company provides no
assurance as to the adoption or continuance of any particular employee benefit plan or program and
the CFO’s participation in such plan or program is subject to the provisions, rules and regulations
generally applicable to other executive officers of the Holding Company.



     e. Expenses. While the CFO is employed by the Holding Company hereunder, the Holding
Company will reimburse the CFO for reasonable and necessary out-of-pocket business, travel and
entertainment expenses incurred by her in the performance of her duties and responsibilities
hereunder, subject to the Holding Company’s policies and procedures for expense verification and
documentation in effect from time to time.



     f. Vacation. While the CFO is employed by the Holding Company hereunder, the CFO
shall be entitled to paid vacation time off in accordance with the vacation policies of the Holding
Company as are in effect from time to time, provided that the CFO shall be entitled to at least two
(2) weeks paid vacation per calendar year.



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5. Confidential Information.




     a. For purposes of this Agreement, (1) “Confidential Information” shall mean any information,
other than Trade Secrets (as defined herein), that is of tangible or intangible value to the
Holding Company and is not generally known by or available to the competitors of the Holding
Company, including, but not limited to, (a) future business plans, licensing strategies, and
advertising campaigns; (b) information regarding executives and employees; (c) the terms and
conditions hereof; (d) any data or information defined herein as a Trade Secret, but which is not a
“trade secret” under applicable law; (e) designs, processes, formulae, plans, devices or material
(whether or not patented or patentable) directly or indirectly useful in any aspect of the business
of the Holding Company; (f) any customer of supplier lists of the Holding Company including special
terms with suppliers or customers or any other information relative to any past, present or
prospective customers; (g) any confidential, proprietary or secret development or research work of
the Holding Company; (h) any strategic or other business, marketing or sales plans of the Holding
Company; (i) the content of all manuals, memoranda, production statements, sales records, business
methods, systems and forms, production records, billing rates, cost rates, employee salaries and
work histories, mailing lists, processes, inventions, formulas, job production and cost records;
and (j) any other confidential or proprietary information or secret aspects of the business of the
Holding Company; (2) “Trade Secrets” shall mean all information, designs, processes, procedures,
formulas or improvements that are valuable and secret (in the sense that such is not generally
known to competitors of the Holding Company) and which fall within the definition of a “trade
secret” under applicable law; (3) “Supplier Information” shall mean information relating to various
suppliers of the Holding Company; (4) "Non-Competition Period” shall mean the period until
the time the CFO is employed by the Holding Company or its successor; and (5) “Competitive
Business” shall mean any business engaged in the production, marketing or sale of ethanol or other
biofuels or otherwise conducts the Business of the Holding Company.



     b. The CFO hereby covenants and agrees that, as to Confidential Information, at all times
during the Non-Competition Period, as to Trade Secrets, for such time as the same shall constitute
a “trade secret” under applicable law, and as to Supplier Information, for 12 months from the
completion of the Non-Competition Period, the CFO will not, other than as necessary or appropriate
in connection with her provision of services to the Holding Company hereunder or in the conduct of
the business of the Holding Company, either directly or indirectly, use, distribute, sell, license,
transfer, assign, disclose, appropriate or otherwise communicate any Trade Secrets, Confidential
Information, or Supplier Information to any person or entity nor shall the CFO make use of any such
Trade Secrets, Confidential Information, or Supplier Information for her own purposes in a
Competitive Business or for the benefit of any other person or entity engaged in a Competitive
Business.



     c. The CFO shall immediately notify the Holding Company of any intended or unintended,
unauthorized disclosure or use of any Trade Secrets, Confidential Information, or Supplier
Information by the CFO or any other person or entity of which the CFO becomes aware. The CFO shall
cooperate fully with the Holding Company in the procurement of any



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protection of the Holding Company’s rights to or in any of the Trade Secrets, Confidential
Information, or Supplier Information.



The CFO acknowledges that the above-described Confidential Information, Trade Secrets, and Supplier
Information constitute unique and valuable assets of the Holding Company and represent a
substantial investment of time and expense by the Holding Company and that any disclosure or other
use of such Confidential Information, Trade Secrets, or Supplier Information other than for the
sole benefit of the Holding Company would be wrongful and would cause irreparable harm to the
Holding Company. During the term of the CFO’s employment with the Holding Company, the CFO shall
refrain from any acts or omissions that would reduce the value of such Confidential Information,
Trade Secrets, or Supplier Information. The foregoing obligations of confidentiality shall not
apply to any knowledge or information that (i) is now or subsequently becomes generally publicly
known in the form in which it was obtained from the Holding Company, other than as a direct or
indirect result of the breach of this Agreement by the CFO, (ii) is independently made available to
the CFO in good faith by a third party who has not violated a confidential relationship with the
Holding Company, or (iii) is required to be disclosed by legal process.



6. Ventures. If during the term of the CFO’s employment with the Holding Company, the CFO
is engaged in or associated with the planning or implementing of any project, program or venture
involving the Holding Company and a third party or parties, all rights in such project, program or
venture shall belong to the Holding Company. Except as approved in writing by the Board of
Directors, the CFO shall not be entitled to any interest in any such project, program, or venture
or to any commission, finder’s fee or other compensation in connection therewith, other than the
compensation to be paid to the CFO by the Holding Company as provided herein. The CFO shall nave
no interest, direct or indirect, in any customer or supplier that conducts business with the
Holding Company, unless such interest has been disclosed in writing to and approved by the Board of
Directors before such customer or supplier seeks to do business with the Holding Company.



7. Intellectual Property Rights. The CFO agrees that any and all work product, property,
data, documentation, concepts, plans, techniques, inventions, improvements, discoveries, formulas,
processes, copyrightable material, know-how and trade secret information relating to the Business
of the Holding Company which have been invented, discovered, conceived developed created or learned
by the CFO in connection with (i) the performance of her services hereunder or (ii) the use of the
Holding Company’s resources (collectively, “Work Product") will be at once fully disclosed by the
CFO to the Holding Company, shall be deemed to be “work made for hire” (as defined in the Copyright
Act, 17 U.S.C.A. § 101 et seq., as amended) and will be the sole and absolute property of the
Holding Company. The CFO hereby unconditionally and irrevocably transfers and assigns to the
Holding Company all rights, title and interest the CFO currently has or in the future may have, by
operation of law or otherwise, in or to any Work Product, including, without limitation, all
patents, copyrights, trademarks, service marks and other intellectual property rights. The CFO
agrees to execute and deliver to the Holding Company any transfers, assignments, documents or other
instruments which the Holding Company may deem necessary or appropriate to vest complete title and
ownership of any Work Product, and all rights therein, exclusively in the Holding Company.




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8. Covenant Not to Compete. The parties recognize that the CFO will be entrusted with all
aspects of the Business of the Holding Company in her role as CFO, and that the following
restrictions are reasonable based upon the extensive trust placed in the CFO in her position with
the Holding Company. During the Non-competition Period, the CFO shall not, in exchange for any
financial consideration or benefit, directly or indirectly, by or for herself or through others as
her affiliates or agents:




     a. Own, manage, operate, or control;



     b. Participate in the ownership, management, operation or control of; or



     c. Be engaged, for compensation or otherwise, as a director, officer, partner, or consultant
for, or be employed in a managerial capacity by any Competitive Business;



     provided that the CFO may own up to one percent (1%) of any Competitive Business whose
shares are listed on a national stock exchange or traded in the over-the-counter market.


The geographical area in which the foregoing prohibition shall apply shall be limited to that area
which is within a 75 mile radius of the Holding Company’s facilities in Cass County, Iowa and
Crawford County, Iowa (the “Restricted Territory”).



9. Covenant Not To Solicit. The CFO further agrees during the Non-Competition Period and
for a period of 12 months thereafter, that she shall not, directly or indirectly, either for
himself or any other person, firm or corporation, without the Holding Company’s prior written
consent:




     a. solicit any person that is employed by the Holding Company (a “Restricted Person") to
provide similar services or enter into similar arrangements with any Competitive Business in the
Restricted Territory or solicit any Restricted Person to curtail or cancel its business with the
Holding Company; or



     b. solicit or attempt to solicit or recruit any employee, consultant, contractor or other
personnel of the Holding Company or solicit any such Person to terminate or otherwise diminish in
any respect his, her or its relationship with the Holding Company.


10. Enforcement. The necessity of protection against competition from the CFO and the
nature and scope of such protection has been carefully considered by the parties hereto. The
parties agree and acknowledge that the duration, scope and geographic areas applicable to the
covenants not to compete and not to solicit described in this Agreement are fair, reasonable and
necessary, that adequate compensation (in the form of the CFO ‘s continued employment by the
Holding Company under the terms of this Agreement) has been received by the CFO for such
obligations, and that these obligations (including specifically the obligations of the CFO under
Sections 8 and 9 of this Agreement, which the parties expressly agree survive the termination of
this Agreement) do not prevent the CFO from earning a livelihood. If, however, any court
determines that any of the restrictions imposed on the CFO under this Agreement are not completely
enforceable because they are not reasonable, the parties hereby give the court the right and power
to interpret, alter, amend or modify any or all of the terms contained herein to




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include as much of the scope, time period and geographic area as will render such restrictions
reasonable and enforceable.



The CFO agrees that in the event of a breach or violation or attempted breach or violation of any
or all of the Sections 8 and 9 above, said provisions will cause irreparable harm to the Holding
Company and for that reason the CFO further agrees that the Holding Company shall be entitled as a
matter of right, to both temporary and permanent injunctive relief from any court of competent
jurisdiction, restraining further violation of such covenants by the CFO, her employer, employees,
partners, or agents. The CFO further agrees to pay the Holding Company’s reasonable costs and
expenses, including reasonable attorney fees, if the Holding Company brings an action and
substantially prevails for breach of this Agreement by the CFO. The Holding Company agrees to pay
the CFO’s reasonable costs and expenses, including reasonable attorney fees, if the Holding Company
brings an action for breach of this Agreement by the CFO, and the CFO substantially prevails.



11.
Acknowledgments. The CFO hereby acknowledges and agrees that during the Term (i) the CFO will
frequently be exposed to certain Trade Secrets, Confidential Information, and Supplier Information;
(ii) the CFO’s responsibilities on behalf of the Holding Company will extend throughout the United
States (and to all geographical areas of the Restricted Territory); (iii) the CFO may, either
personally or through the Holding Company employees, be overseeing, developing, acquiring and
negotiating on behalf of the Holding Company for expansion of the Holding Company’s business and
facilities and will have knowledge of all such additions and expansions of the Holding Company’s
facilities; (iv) the CFO will, either personally or through the Holding Company’s employees, have
responsibility in recruiting and retaining employees and Restricted Persons on behalf of the
Holding Company, which will generate goodwill for the Holding Company with respect to such
employees and Restricted Persons; and (v) any breach of Section 5, 6 or 7 on the CFO’s part, or any
breach of Section 8 or 9 on the CFO’s part in the Restricted Territory for a reasonable period
thereafter, would necessarily involve the CFO’s use of the Holding Company’s Trade Secrets,
Confidential Information, and Supplier Information and would unfairly threaten the Holding
Company’s legitimate business interests, including its substantial investment in the proprietary
aspects of its business and its associated goodwill. Moreover, the CFO acknowledges that, in the
event of the termination of this Agreement, the CFO would have sufficient skills to find
alternative, commensurate work in her field of expertise that would not involve a violation of any
of the provisions of Section 8 or 9. Therefore, the CFO acknowledges and agrees that the covenants
set forth in Sections 5 through 9 are necessary to protect the Holding Company’s legitimate
business interests and are reasonable in their scope, duration and geographic breadth in light of
the Holding Company’s need to protect such interests.



12. Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Iowa.



13. Counterparts. This Agreement may be executed in one or more counterparts, all of
which, taken together, shall be deemed one and the same Agreement.



14. Further Acts. The parties hereto agree to perform such other acts that may be required
to carry out the terms of this Agreement.




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15. Notices. Any and all notices, designations, offers, acceptances, or any other
communication provided for herein shall be given in writing by registered or certified mail,
postage prepaid, which shall be addressed, in the case of the CFO, to her last known address on the
payroll records of the Holding Company, and, in the case of the Holding Company to:




AMAIZING ENERGY HOLDING COMPANY, LLC

2404 West Highway 30

Denison, Iowa 51442



16. Binding Effect. This Agreement shall be binding upon the heirs, successors, legal
representatives and assigns of the parties hereto, all of whom, regardless of the number of
intervening transfers, shall be bound in the same manner as the parties hereto.



17. Assignment; Benefit. This Agreement shall not be assigned by any party hereto except
upon the written consent of the other party (except as to any assignment of this Agreement by the
Holding Company to a successor of the Holding Company which conducts the Holding Company’s ethanol
production and management business activities, for which the consent of the CFO shall not be
required). Nothing in this Agreement, express or implied, is intended to confer upon any other
person any rights or remedies under or by reason of this Agreement.



18. Legal Fees. In the event either party to this Agreement sues the other party alleging
a violation of any term of this Agreement, the prevailing party shall be entitled to reimbursement
from the non-prevailing party of the actual attorneys’ fees and costs incurred in such suit.



18. Severability. Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement, or affecting the validity or unenforceability of any of the terms
of this Agreement in any other jurisdiction.



19. Captions. The captions herein are inserted for the convenience of reference only and
shall be ignored in the construction or interpretation hereof.



20. Entire Agreement. This Agreement, together with any exhibits, contains the entire
agreement of the parties relating to the subject matter of this Agreement and supersedes all prior
agreements and understandings with respect to such subject matter, and the parties hereto have made
no agreements, representations and warranties relating to the subject matter of this Agreement that
are not set forth herein.



21. Amendment. This Agreement sets forth the entire understanding of the parties and may
not be amended, altered or modified except by written agreement between the parties.



22. Waiver. Any waiver of any of the terms and/or conditions of this Agreement by any
party shall not be construed to be a general waiver of such terms and/or conditions, with or
without notice to the other parties.




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23. Receipt and Understanding. By signing this Agreement, the CFO acknowledges that the
CFO has read all of this Agreement, has asked whatever questions she deems appropriate, understands
this Agreement in full and has received a copy of this Agreement.




     IN WITNESS WHEREOF, each party hereto has executed this Agreement effective as of the date
first above written.



	 	 	 	 	 
	AMAIZING ENERGY HOLDING COMPANY, LLC:	 	CHIEF FINANCIAL OFFICER:	 
	 
	 	 	 
	By:	
/s/ Sam J.
Cogdill
	 	/s/ Connie Jensen	 
	 	 
	 	 	 
	       Sam Cogdill

	 	CONNIE JENSEN	 
	 
	 	 	 	 
	Its: Chairman
	 	 	 







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