**Exhibit10.19**

 

**EMPLOYMENTAGREEMENT**

 

This Employment Agreement (“Agreement”) ismade this 4th day of January, 1995, by and between South Dakota SoybeanProcessors (hereinafter “Employer”), and Larry Mahlum (hereinafter “Employee”).

 

W I T N E S S E T H:

 

In consideration of the mutual promises andcovenants as hereinafter set forth, the parties agree as follows:

 

1.             Employment.The Employer hereby employs the Employee and the Employee hereby acceptsemployment with the Employer on the terms and conditions set forth in thisAgreement. The Employee shall be considered an at-will employee and may beterminated with or without cause.

 

2.             Term.The term of employment under this Agreement shall commence January 1, 1995, andshall continue thereafter unless and until terminated as hereinafter provided.The hours of employment shall be set by the Board of Directors and/or thePresident.

 

3.             Duties.The Employee is engaged to perform consulting services for and on behalf of theEmployer. In addition to consulting services, the Employee shall also performservices coordinating the construction project for the Cooperative, includingobtaining necessary permits, ensuring compliance with all state and federallaws and regulations, contacting design engineering firms, requesting bids fromvarious contractors, and submitting the bids to the Board of Directors.

 

In consideration of the compensation paymentsto be made and the other benefits extended herein, the Employee agrees to servethe Employer faithfully and to the best of his

 

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ability, to use his best efforts to promote the interests of theEmployer and to devote such time, energy and skill as may be required toperform the duties and services specified herein.

 

4.             Compensation.The Employer during the term of this Agreement shall pay the Employee a monthlysalary of Four Thousand and No/100 Dollars ($4,000.00) payable on the last dayof each month.  [Increased to $5,000 permonth or $60,000 per year on September 1, 1995.]

 

5.             Expenses.Employer will reimburse Employee for all legitimate and reasonable expenses,including travel, mileage, postage and phone expenses, incurred by Employee inthe discharge of his duties in connection with the business of Employer, andauthorized upon the presentment by Employee, from time to time, of an itemizedaccount of such expenditures and receipts therefor. Mileage shall be paid atthe rate of $.28 per mile.

 

6.             Terminationby Employee. The Employee may terminate this Agreement upon thirty (30)days written notice to the Employer.

 

7.             Terminationby Employer. Employer may terminate this Agreement at any time, with orwithout cause, without notice and without any liability on the part ofEmployer.

 

8.             Construction.This Agreement shall be governed by the laws of the State of South Dakota.

 

9.             EntireAgreement. This instrument contains the entire agreement of the partiesconcerning employment and may not be changed except by written agreement dulyexecuted by the parties hereto.

 

10.           BindingEffect. This Agreement shall inure to the benefit of and be binding uponthe parties hereto, their successors, heirs, and personal representatives.

 

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11.           Severability.Each provision of this Agreement shall be considered severable and if for anyreason any provision is determined to be invalid, such invalidity shall notimpair or otherwise affect the validity of the other provisions of thisAgreement.

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement from the date and year first above written.

 
|   | EMPLOYER                        |
|--------|---------------------------------|
|   |                            |
|   | SOUTH DAKOTA SOYBEAN PROCESSORS |
|   |                            |
|   | By                              | /s/ Paul W. Casper |   |
|   | Its President                   |
|   |                            |
|   |                            |
|   | EMPLOYEE:                       |
|   |                            |
|   |                            |
|   |   /s/ Larry Mahlum    |   |
|   | Larry Mahlum                    |
|        |                                 |  |  |  |

 

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