Exhibit 10.1


 


LSCP, LLLP DEFERRED BONUS COMPENSATION PLAN


 


LSCP, LLLP hereby establishes
this Deferred Bonus Compensation Plan effective May 1, 2005.


 


I.  PURPOSE


 


	
  1.01

  	
   

  	
  The purpose
  of the Plan is to provide incentive and reward to a select group of management
  employees, as designated by the Board of Directors of the Company.

  



 


II.  DEFINITIONS


 


	
  2.01

  	
   

  	
  “Company”
  means LSCP, LLLP.

  
	
   

  	
   

  	
   

  
	
  2.02

  	
   

  	
  “Plan”
  means the LSCP, LLLP Deferred Bonus Compensation Plan.

  
	
   

  	
   

  	
   

  
	
  2.03

  	
   

  	
  “Participant”
  means a Key Employee who is eligible for the Plan.

  
	
   

  	
   

  	
   

  
	
  2.04

  	
   

  	
  “Beneficiary”
  means a person designated by a Participant to receive plan benefits in the
  event of the Participant’s death.

  
	
   

  	
   

  	
   

  
	
  2.05

  	
   

  	
  “Board”
  means the Board of Directors of LSCP, LLLP.

  
	
   

  	
   

  	
   

  
	
  2.06

  	
   

  	
  “Key
  Employee” means an employee of the Company who is an officer or in a
  managerial, professional or other key position.

  
	
   

  	
   

  	
   

  
	
  2.07

  	
   

  	
  “Disability”
  means that the Participant is unable to engage in any substantial gainful
  activity by reason of any medically determinable physical or mental
  impairment which can be expected to result in death or can be expected to
  last for a continuous period of not less than 12 months.

  
	
   

  	
   

  	
   

  
	
  2.08

  	
   

  	
  “Retirement”
  means termination of employment with the Company at or after attainment of
  age 62.

  



 


III.  PARTICIPATION


 


	
  3.01

  	
   

  	
  A Key
  Employee of the Company is eligible to participate in this Plan and will
  become a Participant upon designation by the Board.

  
	
   

  	
   

  	
   

  
	
  3.02

  	
   

  	
  Once an
  employee becomes a Participant in the Plan, he will remain a Participant
  until his account balance is zero.

  



 


IV.  GRANT OF DEFERRED BONUS


 


	
  4.01

  	
   

  	
  The Board
  may annually grant a discretionary deferred bonus under the Plan to each
  Participant in an amount between zero and twenty percent (20%) of each
  Participant’s base salary for the prior calendar year.
  Awards may vary within the

  



 





















 


	
   

  	
   

  	
  range among
  the Participants, and the Board may elect to make no award for a particular
  year.

  
	
   

  	
   

  	
   

  
	
  4.02

  	
   

  	
  The Board
  shall meet on or about January 15 of each year (the “Grant Date”) for
  purposes of determining the discretionary deferred bonuses. May 1, 2005, the
  effective date of the Plan, shall also be a Grant Date.

  
	
   

  	
   

  	
   

  
	
  4.03

  	
   

  	
  The Company
  will maintain an account for each Participant which account will reflect the
  total contribution amounts allocated to the Participant plus earnings on the
  account.

  



 


V.  VESTING AND DISTRIBUTION


 


	
  5.01

  	
   

  	
  Each
  deferred bonus shall vest on January 15 of the sixth calendar year following
  the year of Grant Date (the “Vesting Date”), provided the Participant is
  employed full-time by the Company throughout the six-year period.

  
	
   

  	
   

  	
   

  
	
  5.02

  	
   

  	
  A deferred
  bonus, including any accrued earning thereon, shall be distributed to the
  Participant in a lump sum as soon as administratively practicable following
  the Vesting Date.

  
	
   

  	
   

  	
   

  
	
  5.03

  	
   

  	
  Any
  nonvested deferred bonuses shall be forfeited upon the Participant’s
  termination of employment for reasons other than Retirement, death or
  Disability. Such amounts shall be fully vested upon the Participant’s
  Retirement, death or Disability.

  
	
   

  	
   

  	
   

  
	
  5.04

  	
   

  	
  Deferred
  bonuses that vest by reason of the Participant’s Disability shall be
  distributed to the Participant in a lump sum as soon as administratively
  practicable thereafter.

  
	
   

  	
   

  	
   

  
	
  5.05

  	
   

  	
  Distribution
  of deferred bonuses that vest by reason of the Participant’s Retirement shall
  be distributed to the Participant in five substantially equal annual
  installments, with said installments commencing as soon as administratively
  practicable following the date that is six months after the Participant’s
  Retirement date.

  
	
   

  	
   

  	
   

  
	
  5.06

  	
   

  	
  Deferred
  bonuses that vest by reason of the Participant’s death shall be distributed
  to the Participant’s designated beneficiary in a lump sum as soon as
  administratively practicable following the death of the Participant. In the
  event the Participant did not designate a beneficiary or the beneficiary
  predeceases the Participant, the deferred bonuses shall be paid to the
  Participant’s estate.

  
	
   

  	
   

  	
   

  
	
  5.06

  	
   

  	
  Any
  nonvested deferred bonuses that are forfeited due to the Participant’s
  termination of employment shall revert to the Company.

  



 


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VI.  AMENDMENT AND TERMINATION


 


	
  6.01

  	
   

  	
  The Company
  reserves the right to amend the Plan at any time by resolution of the Board.
  The Board will determine the effective date of the amendment. An amendment
  may not deprive any Participant or Beneficiary of any deferred bonus that is
  vested but not yet paid at the time of the amendment. Furthermore, an
  amendment may not change the vesting period with respect to any nonvested
  deferred bonuses already granted under the Plan.

  
	
   

  	
   

  	
   

  
	
  6.02

  	
   

  	
  The Company
  may terminate the Plan at any time by resolution of the Board.

  
	
   

  	
   

  	
   

  
	
  6.03

  	
   

  	
  In the event
  the Plan is terminated by the Company, any nonvested deferred bonus amounts
  in the account of the Participants shall be fully vested and shall be
  distributed to the Participants as soon as administratively practicable.

  



 


VII.  FUNDING


 


A Participant’s or Beneficiary’s
interest in the Plan is an unsecured claim against the general assets of the
Company and neither the Participant nor a Beneficiary has any right against the
account until the Plan has distributed the benefit.  Notwithstanding the first sentence of this
paragraph, the Company will transfer sufficient cash to the Trust Under the
LSCP, LLLP Deferred Bonus Compensation Plan (“Trust”), to pay the compensation
promised under the Plan.


 


VIII.  MISCELLANEOUS


 


	
  8.01

  	
   

  	
  Neither the Participant nor a Beneficiary may assign, transfer or
  pledge the benefits under this Plan. Any attempt to assign, transfer or
  pledge a Participant’s benefits under this Plan is void.

  
	
   

  	
   

  	
   

  
	
  8.02

  	
   

  	
  This Plan document is binding upon and inures to the Company, its
  successors and assigns and upon the Participant, his heirs, beneficiaries and
  legal representative.

  
	
   

  	
   

  	
   

  
	
  8.03

  	
   

  	
  Words used in the masculine also apply to the feminine where
  applicable, and wherever the context of the plan dictates, the plural
  includes the singular and the singular includes the plural. Titles of Plan
  and Trust sections are for reference only.

  
	
   

  	
   

  	
   

  
	
  8.04

  	
   

  	
  The law of the State of Iowa will determine all questions arising
  with respect to the provisions of the Plan, except to the extent superseded
  by federal law.

  
	
   

  	
   

  	
   

  
	
  8.05

  	
   

  	
  The Board shall have full power and
  authority to interpret, construe, and administer the Plan and the Board’s
  interpretations and construction thereof, and actions hereunder, including
  any valuation of a Participant’s account, or the amount or recipient of the
  payment to be made therefrom, shall be binding and

  



 


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  conclusive on all persons for all purposes.  No member of the Board shall be liable to
  any person for any action taken or omitted in connection with the
  interpretation and administration of the Plan unless attributable to his own
  willful misconduct or lack of good faith.

  



 


 


	
  LSCP, LLLP (the “Company”)

  
	
   

  
	
  By: LITTLE SIOUX CORN PROCESSORS, LLC, General Partner of LSCP, LLLP

  
	
   

  
	
   

  
	
   /s/ Ronald Wetherell

  	
   

  
	
   

  
	
  Ronald Wetherell, Chairman

  



 


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