** **

** Exhibit10.1**

 

 

 

 

**ContractAffirmation**

**of**

**Second Amendment**

**to**

**EmploymentAgreement**

**between**

**U.S.****Premium Beef, LLC**

**and**

**Steven D. Hunt**

** **

**2003-2009**

** **

** **

** **

**            Whereas,** Steven D. Hunt (the“Executive”) and U. S. Premium Beef, LLC (“USPB”) entered into an EmploymentAgreement dated as of September 1, 2004 (the “Agreement”);  

 

            **Whereas,**the Executive desires to amendthe Agreement in the manner described below effective as of the date of thisContract Affirmation; and

 

**Whereas,**the Executive willrequest USPB to adopt and approve such amendment of the Agreement when theBoard of Directors is next able to convene;

 

            **Now, therefore,**the Executive herebyagrees that it is his intention to be contractually bound to the provisions ofthe Second Amendment of the Agreement set forth below effective as of the dateof this Contract Affirmation.  The Executive further acknowledges and agreesthat, effective as of the date hereof, USPB is the intended beneficiary of theprovisions of this Contract Affirmation of Second Amendment and is entitled toenforce such provisions as legal and binding obligations of the Executive.  

 

 

 

**Second Amendmentof the Agreement**

** **

            The Employment Agreement dated as of September 1, 2004 between U.S. Premium Beef, LLC and Steven D. Hunt (the“Agreement”) is amended to comply with the formal requirements of Section 409Aof the Internal Revenue Code and related regulations.  Prior to January 1, 2009, the Agreement was interpreted and administered in good faithcompliance with Section 409A and the Second Amendment does not apply to ordocument the terms of the Agreement in effect before January 1, 2009.  Effective January 1, 2009, the Agreement is amended to provide as follows:

 

 

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1.         All amounts payable under the Agreement, to the extent payable after December 31, 2008, shall be paid not later than December 31, 2009.  All contractual rights that will expire in accordance with the terms of the Agreement,unless exercised under the terms of the Agreement, must be exercised not laterthan August 31, 2009 or such later date as contemplated by the terms of theAgreement, provided that the parties do not, by this Second Amendment, intendto extinguish or modify any contractual rights available to Steven D. Huntpursuant to the Agreement prior to the adoption of this Second Amendment exceptas expressly provided in this Amendment.  

2.         The provisions of paragraph 1 shall not extend the payment date ordeadline for amounts that became payable before January 1, 2009 or allowpayment at a time later than provided under the terms of the Agreement prior toamendment.

                                                                                    

 

 

 
|                                                                                                                                                                                                                                           | /s/Steven D. Hunt              |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                               | StevenD. Hunt                                                                                   |
|                                             |                                                                                            |
|                                                                                                                                                                                                                                                               | December31, 2008                              |
|                                                                                                                                                                                                                                                               | Date                                                                                            |

 

 

 

 

 

 

 

 

 

 

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