EXHIBIT 10.1


EMPLOYMENT, NON-COMPETITION, AND SEVERANCE AGREEMENT

BETWEEN

GOLDEN OVAL EGGS, LLC

AND

THOMAS A. POWELL


This Employment,
Non-Competition, and Severance Agreement (this “Agreement”), effective for
employment as of August 1, 2007 is entered into by and between Golden Oval
Eggs, LLC, a Delaware limited liability company (“Company”) and Thomas A.
Powell (“CFO”) and supersedes and replaces any prior oral or written agreement
for employment between Midwest Investors of Renville, Inc. d/b/a Golden Oval
Eggs (predecessor to the Company for Golden Oval Eggs, LLC) and Thomas A.
Powell (CFO).  The Company and CFO agree
that any prior employment agreement terminates by mutual agreement on the
effective date of this Agreement. 
Employment on and after the effective date of this Agreement is governed
by and subject to this Agreement.


BACKGROUND


The Company
desires to continue to employ Chief Financial Officer (CFO) to provide
managerial leadership for the accounting, financial, data processing and
budgeting functions of the Company. 
Company and CFO are entering into this Agreement to set forth the terms
under which CFO will be employed as Chief Financial Officer of the Company.


STATEMENT OF AGREEMENT


Company and CFO
(the “Parties” or either, the “Party”), each in consideration of the promises
of the other contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:


1.             Employment
Term.


(a)           Initial
Term.  Upon the terms and
conditions set forth in this Agreement and in Exhibit A attached to and a part
of this Agreement, Company offers to employ CFO, and CFO hereby accepts
employment on those terms and conditions with Company.  The term of employment under this Agreement
shall be for the “Employment Term” stated in Exhibit A, unless terminated
earlier under Section 8.


(b)           Renewal.  The
Employment Term, under this Agreement, shall automatically renew for successive
one year periods unless either Party notifies the other Party in writing, not
less than 60 days before the end of the then current Employment Term, that this
Agreement shall not be renewed at the end of the then current Employment Term.


2.             Duties.


Generally.  CFO shall be employed as the Chief Financial
Officer of the Company to provide such services and to have such duties and
responsibilities as are normally associated with



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that position, together with any other duties and
responsibilities as may be designated by the CEO from time to time. The CFO
shall devote his full time, attention and energy to the business affairs of the
Company and the performance of CFO’s duties under this Agreement.  The CFO shall discharge the duties in a
diligent and proper manner and shall conduct himself at all times so as to advance
the best interests of the Company.  The
CFO shall report to the Company’s CEO. 
The CFO make work from a location of his choice up to one week per
month.


(a)           Specific
duties of the CFO include:


(1)           Design and implement financial
controls along with providing timely information that accurately portrays the
financial status of the Company;


(2)           Provide managerial leadership for the
accounting, financial, data processing and budgeting functions for the Company;
and


(3)           Prepares financial reports on a timely
basis and reports to the CEO and Board of Directors on all financial matters of
the Company.


3.             Compensation.


(a)           Base
Salary.  During the Employment
Term and in consideration of his services provided hereunder, the Company shall
pay CFO an annual “Base Salary” stated in Exhibit A and a bonus as provided in
Section 4 and Exhibit A.


(b)           Base
Salary Payments.  The Base
Salary shall be paid in equal biweekly installments each month of the
Employment Term, and prorated on a daily basis for any partial period for which
services are rendered at the end of the Employment Term.


(c)           Deductions
from Compensation.  Company
shall withhold from CFO’s compensation payments (Base Salary and Bonus) state,
federal and local income taxes, FICA, social security and other amounts that
are customarily withheld from a CFO’s compensation.


4.             Bonus.


(a)           Payment
of Bonus.  The Company shall
pay to CFO all bonuses for which the CFO is eligible as provided in Exhibit
A.  Except for the Equity Capital Markets
Transaction Bonus, which shall be paid as provided in Exhibit A, all bonuses
will be paid by 50% in units of the Company, which are subject to forfeit back
to the Company as provided in paragraph (b), and 50% in cash.  The Discretionary Individual Performance
Bonus will be paid out as 100% in cash as appropriate to performance level
achieved.  The Company shall pay the cash
portion of the bonus no later than 30 days after the audited financial
statements are approved by the Company’s Board of Directors unless deferred by
the CFO to the next tax year.  The ROE
Bonus shall be annualized and prorated to the nearest month end  for any partial year for which services are
rendered at the beginning and end of the Employment Term.



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(b)           Unit
Bonus.  The unit portion of
any bonus (“Bonus Units”) shall be issued to the CFO effective as of the
beginning of the fiscal year, subject to forfeiture to the Company.  Certain Bonus Units will forfeit upon:  (1) termination of employment for cause
(Section 8(a)(4)); or (2) termination at CFO’s election (Section 8(a)(6)) (“Forfeiture
Event”).  Within one year after the
effective issuance of the Bonus Units, all of the Bonus Units are
nontransferable, and shall forfeit back to the Company with no rights relating
to the Bonus Units remaining with the CFO if a Forfeiture Event occurs.  One (1) year after the effective issuance of
the Bonus Units, the forfeiture and nontransferability restrictions on
one-third (1/3) of the Bonus Units terminate. 
After one (1) year and until two (2) years after the effective issuance
of the Bonus Units, two-thirds (2/3) of the Bonus Units are nontransferable,
and shall forfeit back to the Company with no additional rights relating to the
forfeited Bonus Units remaining with the CFO if a Forfeiture Event occurs.  Two years after the effective issuance of the
Bonus Units the forfeiture and nontransferability restrictions on an additional
one-third (1/3) (two-thirds (2/3) of the Bonus Units in total) terminate.  After two (2) years and until three (3) years
after the effective issuance of Bonus Units, one-third (1/3) of the Bonus Units
are nontransferable, and shall forfeit back to the Company with no rights
relating to the forfeited Bonus Units remaining with the CFO if a Forfeiture
Event occurs.  The forfeiture and
nontransferability restrictions remaining Bonus Units held by the CFO are
terminated:  (1) at the end of three
years after the effective issuance of Bonus Units to the CFO; (2)
notwithstanding the restrictions above at any time a change of control of the
Company resulting in a different group of owners obtaining governance rights to
elect a majority of the Board of Directors occurs; or (3) notwithstanding the
restrictions above, at any time, if the retirement of the CFO occurs at age 59
1⁄2 years of age or older.


Except for the Equity Capital Markets Transaction
Bonus, which shall be paid as provided in Exhibit A, the amount of units to be
awarded as part of the bonus shall be based on the higher of book or market
value of the units at the time the bonus is awarded.  Book value shall be determined by the most
recent year-end audited financial statements. 
Market value shall be determined by average price of units traded in the previous 30 days (of when the
Bonus Units are issued) or if 3 trades are not made within 30 days, the most
recent 3 trades.


If the Employment
Term is terminated prior to the end of a fiscal year, bonuses shall be
calculated based on the financial statements of the most recent fiscal quarters
prior to the termination.


5.             CFO Benefits, Expenses.  CFO shall have, and the Company shall pay
for, the following benefits and expenses during the Employment Term:


(a)           Group Benefits. CFO shall be entitled to
participate in group life insurance, long-term disability, group health and
hospitalization, vision and dental, 401(k) retirement program and other group
benefits as are presently or may hereafter be provided to other employees of
Company, which benefits may be in varying amounts and scope relative to the
age, years of employment, compensation and pay status of the employees.


(b)          Business Expenses. Upon CFO’s periodic
presentation to Company of an itemized account, the Company shall pay or
reimburse CFO for reasonable expenses incurred by



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CFO on behalf of Company directly in connection with,
and reasonably necessary for the rendering of, his services to Company under
this Agreement.


(c)           Vacation.
CFO shall be entitled to four weeks paid vacation for each 12-month
period of the Employment Term.


(d)           Other Expenses.  Company agrees to reimburse CFO for up to
$50,000 for miscellaneous expenses associated with joining the Company.  This amount will be paid to me following
submission of applicable receipts.  CFO
agrees that if his employment with the Company is terminated, whether voluntary
or involuntary, all such expenses will stop immediately upon the termination
date.  These benefits include all
expenses paid to him as direct reimbursement or to a third-party company on his
behalf.  Further, if during the first
twelve (12) months of his employment with the Company, CFO’s employment is
terminated in accordance with paragraphs 8(a)(4) or 8(a)(6) of this Agreement,
he agrees to reimburse that portion of these expenses equal to one twelfth
(1/12) of the total reimbursements/payments for each full month not served
during the twelve (12) month period following the effective date of transfer.


6.             CFO
Beneficiary.  If CFO
has deceased:  (1) during the Employment
Term, or (2) after this Agreement expires or is terminated, the payments due or
payable to CFO shall be paid or payable to the CFO’s beneficiary (referred to
as the “Designated Beneficiary”).   If
the CFO has deceased, the Designated Beneficiary shall have the authority of
the CFO under this Agreement on a post-termination basis (for example, to hold
or transfer units, to receive payments, etc.).


The
Designated Beneficiary is Susan L. Powell, his wife, if she is then living,
(Primary Beneficiary); or if Susan L. Powell is not then living, Rachel E.
Powell, his daughter (Second Beneficiary). 
The Second Beneficiary shall be entitled to receive the payments due or
payable to CFO and shall have the authority of the CFO under this Agreement on
a post-termination basis.  Upon request,
the CEO will acknowledge the trustee as Second Beneficiary upon receipt of
proper notification.


CFO
may change the Designated Beneficiary by submitting a written change of
beneficiary form to the CEO.  If the
Company is unable to determine or locate the Designated Beneficiary in the two
functions of:  (1) to whom or what entity
should payments due or payable to CFO be paid; and (2) who shall have the
authority of the CFO under this Agreement on a post-termination basis, then the
Designated Beneficiary shall be deemed to be the estate of the CFO as to the
entity to which the payments should be made, and the administrator of CFO’s
estate shall have the authority of the CFO to make any elections as to how to
receive payments or units, to transfer units or to negotiate a resolution of
compensation issues of payments or units in place of the CFO under this
Agreement on a post-termination basis.


7.             Life
Insurance.  Company may at any
time, in its discretion, apply for and procure, as owner and for its own
benefit, insurance on the life of CFO in such amounts and in such form or forms
as Company may choose. CFO shall have no interest in any such policy or
policies, but CFO shall, at the request of Company, submit to such medical
examinations, supply such information and execute such applications,
instruments and other documents as may be



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required by the insurance company or companies to whom
Company has applied for such insurance.


8.             Termination of Agreement.


(a)           Termination
Events.  The Employment Term
shall terminate upon the first to occur of any of the following:


(1)           Last Day of Term. 
The last day of the then-current Employment Term if either
Party has notified the other, in accordance with Section 1, that the Employment
Term will not be renewed;


(2)           Date
Set By Company.  A date within
the Employment Term specified by the Company by written notice to the CFO to
terminate CFO’s employment;


(3)           Death
or Permanent Disability.  The
death or permanent disability of CFO which, for purposes of this Agreement, the
“permanent disability” of CFO shall be deemed to occur on the earlier of: (1)
the date on which CFO is determined to be permanently disabled for the purposes
of any disability benefits provided to CFO by Company; or (2) the date as of
which CFO has been incapable of performing CFO’s duties under this Agreement
for a continuous period of 60 days or for periods aggregating 60 days within a
period of 365 days; or (3) the date of certification to Company by a physician
approved by Company that CFO is so mentally or physically disabled or impaired
as to be incapable of engaging in and performing the duties of the employment
position with Company which CFO occupied prior to the commencement of the
disorder that led to the disability and upon the certification by the physician
that the disability is likely to be permanent;


(4)           For
Cause.  A date specified by
Company by written notice to CFO of Company’s intention to terminate the
Employment Term for Cause which, for purposes of this clause (4), “Cause” shall
mean:  (i) repeated disobedience or
insubordination after written notice of same by the CEO to CFO identifying this
paragraph of this Agreement and if the disobedience or insubordination is not
cured by CFO within ten (10) days after receiving notice from Company, (ii) any
other breach by CFO of any of his agreements contained in this Agreement if the
breach is not cured by CFO within ten (10) days after receiving notice of the
breach from Company, (iii) willfully making derogatory statements regarding
Company, (iv) misappropriation of any of Company’s funds, (v) fraud, or (vi)
any criminal conviction of an act of moral turpitude by CFO;


(5)           Mutual Agreement.
 The
mutual agreement of Company and CFO; or


(6)           CFO
Termination.  A date specified
by CFO by written notice to Company of CFO’s intention to terminate the
Employment Term.


(b)           Notice
Requirements.  Any notice of
termination by either Party under this Section 8 shall clearly state that the
terminating Party elects to terminate the Employment Term



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and shall specify the subsection of this Section 8
upon which the Party is relying as the basis for the termination.


(c)           Effect
of Termination.  Except as
specifically provided in Section 10 with respect to any applicable continuing
covenants or agreements of CFO, subject to the provisions for severance
benefits contained in Section 9, subject to the assignment provisions under
Section 13, and subject to indemnification for actions during the employment
under Section 12, if the Employment Term is terminated for any reason
whatsoever pursuant to this Section 8:


(1)           this Agreement shall be terminated
and of no further force or effect;


(2)           CFO shall have no obligation or duty
to further serve Company in any capacity; and


(3)           Company shall not be under any
obligation or duty to employ CFO or provide the benefits specified in Section 5
other than through the Employment Term or as required by law or make any of the
payments provided in Section 4, except to the extent the obligations of
payments which have accrued prior to the effective date of the termination and
remain unpaid as of the date of the termination; provided, however, that
Company may offset against, and deduct from, any amounts due to CFO under this
Agreement the amount of any losses, costs or other damages incurred by Company,
as the case may be, in connection with any actions constituting “Cause” for
termination of CFO pursuant to Subsection (a), clause (4)(iv) or (v) above.


9.             Severance Benefits.  In the event that the Employment Term is
terminated other than by death or permanent disability under Section 8(a)(3),
then the Company shall pay CFO an amount equal to the Base Salary that would
otherwise be payable to CFO under this Agreement for a period of twelve (12)
months following termination (the “Severance Period”) or as long as the
noncompetition restriction in Section 10(a) is effective and all of Section 10
is complied with by CFO.  The amount
shall be payable at normal salary payment intervals in effect for Company’s
executive personnel.  In addition, the
Company shall provide to CFO the group benefits referred to in Subsection 5(a)
for the Severance Period. In the event any applicable law or any benefit plan
referred to in Subsection 5(a) prohibits or otherwise precludes the provision
of benefits to an individual whose employment with Company has terminated, then
the Company shall pay to CFO as expeditiously as is practicable after the
effective date of termination the cash equivalent of any prohibited or
precluded benefits.


10.          Certain CFO Covenants.  CFO expressly covenants and agrees to and
with Company as set forth in this Section:


(a)           Non-competition.  CFO recognizes and acknowledges
that he has been trained by and has knowledge of know how acquired during his
employment with the Company. During the Employment Term and for a period of
twelve (12) months after the termination of the Employment Term, CFO shall not,
without the written consent of Company, within the United States of America,
participate through management or control or be employed by any business or



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enterprise which is engaged in any business activity
similar to that of the Company that competes with the Company for the Company’s
egg product markets or sources of egg supplies.


(b)           Confidential
Information. CFO recognizes the interests of Company in maintaining
the confidential nature of its respective proprietary and other business and
commercial information.  CFO shall not,
at any time after the Employment Term, or in any manner that does not promote
the interests of the Company during the Employment Term, directly or
indirectly, publish, disclose or use, or authorize anyone else to publish,
disclose or use, any secret, confidential or proprietary information of
Company, or any of its respective affiliates, except for such information as is
in the public domain through no fault of CFO, which is acquired by CFO in
connection with CFO’s employment with Company or work with the Company prior to
the date hereof or thereafter and relates to any aspect of the operations,
activities, research, investigations or obligations of Company, or any of its
respective affiliates, including, without limitation:  (1) the information described in Subsection
(c) below; (2) information pertaining to Company, the business of the Company,
or the business of any of Company’s respective affiliates; and (3) other
confidential material or information relating to the business, customers,
suppliers, trade or industrial practices, trade secrets, technology, know-how
or intellectual property of Company or any of Company’s affiliates
(collectively, the “Confidential Information”). All records, files, data,
documents and the like relating to suppliers, customers, costs, prices,
systems, methods, personnel, equipment and other materials relating to Company,
or the Company’s affiliates (including, but not limited to, the Confidential
Information), shall be and remain the sole property of Company or Company’s
affiliate, as the case may be.  Any
disclosure of Confidential Information by the CFO shall include appropriate
protection for the type of information to protect the Company’s interests in
the Confidential Information.  Upon termination
of CFO’s employment under this Agreement, CFO shall not remove from Company’s
premises, or retain, any of the Confidential Information materials described in
this Section.


(c)           Development
of Information and Intellectual Property. 
During the Employment Term, CFO shall keep Company informed
of any and all customer lists, supplier lists, manuals, handbooks, inventions,
discoveries, improvements, trade secrets, secret processes, technology,
know-how or intellectual property made or developed by CFO, in whole or in
part, or conceived of by CFO, alone or with others, which results from CFO’s
employment with Company or any work CFO may do for, or at the request of,
Company or which relates to the operations, activities, research,
investigations or obligations of Company (collectively, the “Information”).


CFO
shall assign, transfer and set over, and hereby assigns, transfers and sets
over to Company, all of CFO’s right, title and interest in and to any and all
information, and any patents, patent applications, copyrights, trademarks,
trade names or other intellectual property rights relating thereto, provided or
conceived by CFO and related to the information during the Employment Term.


(d)           Return
of Information.  Upon
termination of CFO’s employment for whatever reason, CFO shall return to or
leave with Company, without making or retaining copies



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thereof, all documents, records, notebooks and other
repositories containing Confidential Information.


(e)           Breach
of Covenants.  If CFO breaches
any of the covenants and agreements contained in this Section 10, then, in
addition to any other rights or remedies of Company hereunder, Company shall
have at its option the following specific rights and remedies: (1) CFO’s right
to any payments pursuant to Sections 3, 4, 5 and 9 may be terminated by
Company; (2) Company shall have the right to enforce any legal or equitable
remedy (including injunctive relief) that may be available to Company; and (3)
Company shall be entitled to an accounting and repayment of all profits,
compensation, commissions, remuneration, or other benefits that CFO has
directly or indirectly realized or may realize as a result of any such breach
and CFO acknowledges that any breach of the covenants and agreements under this
Section 10 will cause irreparable harm and injury to Company.


Except
to the extent otherwise expressly limited to a restricted period in Subsection
(a) of this Section, all covenants and provisions contained in this Section 10
shall survive any termination of CFO’s employment with Company.


11.           Notices. 
Any notice or other communication required or desired to be given under
this Agreement shall be in writing and shall be deemed duly given to a Party
when personally delivered or when mailed by first class mail, registered or
certified, return receipt requested and postage prepaid, addressed to the Party
at the address set forth below or at such other address as may be specified by
the Party by a notice to the other Party:


If to Company:


Golden Oval Eggs, LLC


1800 Park Avenue East, P.O. Box 615


Renville, MN 
56284


Attention: President & CEO


If to CFO:


Mr. Thomas A.
Powell


75 Cherry Lane


Madbury, NH  03823


12.          Waiver: Remedies Cumulative.  No waiver of any right or option hereunder by
either Party shall operate as a waiver of any other right or option, or the
same right or option as respects any subsequent occasion for its exercise, or
of any legal remedy. No waiver by any Party of any breach of this Agreement or
of any agreement or covenant contained in this Agreement shall be held to
constitute a waiver of any other breach or a continuation of the same. All
remedies; provided by this Agreement are in addition to all other remedies
provided by it or applicable law.



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13.          Assignment. 
This Agreement shall be binding upon and inure to the benefit of the
successors and assigns of Company and shall survive any change of control or
change of ownership of Company.  Neither
this Agreement nor any rights under this Agreement shall be assignable by CFO
and any purported assignment by CFO shall be void and of no force or effect.


14.           Applicable Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota.


15.          Enforceability; Understanding; Amendment.  The invalidity or unenforceability of any
term or provision of this Agreement shall not impair or affect the other
provisions of this Agreement, which shall remain in full force and effect. This
Agreement shall constitute the entire understanding between Company and CFO
concerning CFO’s employment and shall supersede any and all previous
agreements, whether written or oral, between the Parties concerning such
employment. This Agreement cannot be amended or modified in any respect unless
such amendment or modification is evidenced by a written instrument executed by
Company and CFO.  The captions of the
various sections of this Agreement are not a part of the context hereof, but
are inserted merely for convenience in locating the different provisions hereof
and shall be ignored in construing this Agreement.


16.          Indemnification.  Company agrees to indemnify and hold harmless
CFO for any matter relating to his performance of his obligations under this
Agreement, other than acts taken by CFO with the intention to harm Company and
except to the extent that CFO may incur criminal liability for his acts. The
obligation to indemnify and hold harmless includes, but is not limited to, all
pending litigation and claims against Company, its officers, employees and
directors. The expenses against which CFO is indemnified include, but are not
limited to, all reasonable attorney fees and other costs associated with legal
representation.


17.           Opportunity
for Independent Legal Counsel.  This
Agreement has been prepared by legal counsel acting as representative solely to
Company.  CFO confirms that he has been
afforded the opportunity to review this Agreement with his independent legal
counsel.


IN WITNESS WHEREOF, the Parties have executed multiple
counterparts of this Agreement, each of which is deemed to be an original, this
2nd day of August, 2007.


	
  COMPANY:

  GOLDEN
  OVAL EGGS, LLC

  	
   

  	
  CFO:

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
   

  	
  /s/  Dana
  Persson 

  	
   

  	
   

  	
   

  	
  /s/  Thomas A. Powell

  	
   

  	
   

  
	
   

  	
   

  	
  President &
  CEO

  	
   

  	
  Thomas A. Powell

  	 

												



 



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