Exhibit 10.11


 


EMPLOYMENT AGREEMENT


 


This
Employment Agreement (“Agreement”) made and entered into this 1st day of
August, 2006 (the “Effective Date”) by and between Daniel J. Oh with his
principal residence address at 3327 Goldenrod Circle, Ames, Iowa (the “Executive”)
and RENEWABLE ENERGY GROUP, INC.,  a Delaware corporation having its
principal place of business located in Ralston, Iowa (the “Company”);


 


W I T N E S S E T H :


 


WHEREAS, the
Company has recently been incorporated and is seeking equity and debt financing
to expand its business; and


 


WHEREAS, the
Executive and the Company mutually desire to enter into this Agreement to
facilitate the financing and expansion of its business; and


 


WHEREAS, the
Executive is intended to be a key employee of the Company with significant
access to confidential information and customers, suppliers and others having
business relations with the Company.


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Executive and the Company hereby agree as
follows:


 


1.                                       TERM OF EMPLOYMENT. The “Term of Employment”
under this Agreement and the employment of the Executive by the Company
hereunder shall initially be for a period commencing on the Effective Date of
this Agreement and ending on the earlier of (i) the third anniversary of the
Effective Date (the “Third Anniversary Date”) or (ii) the Date of Termination
(as defined herein); provided, however, that, if the Term of Employment has not
ended by the Third Anniversary Date, then, commencing on the Third Anniversary
Date, the Term of Employment may be terminated by either the Company or
Executive upon ninety (90) days prior written notice to the other party.


 


2.                                       NATURE OF DUTIES.


 


(a)                                  During
the Term of Employment, the Executive shall initially serve as Chief Financial
Officer and Executive Vice President and shall have such duties and
responsibilities as may be determined by the Board of Directors of the Company
(the “Board”) or the Chief Executive Officer of the Company (the “Chief
Executive Officer”), from time to time. In particular, the Executive shall have
principal responsibility for corporate finance and investment activities, including,
but not limited to, oversight for mergers and acquisitions, joint ventures and
non-sales business development activities, and shall further be responsible for
those responsibilities outlined in the current investor organizational chart
attached hereto as Exhibit A. The Executive shall further participate in
long-term strategy development and be a lead in the business planning process 


 

















 


of the Company.
In his capacity as Chief Financial Officer, the Executive shall report directly
to the Chief Executive Officer.


 


(b)                                 During
the term of Employment and subject to periods of vacation and incapacity, the
Executive agrees to devote his full attention, business time and efforts to the
business and affairs of the Company and to discharge the responsibilities
reasonably assigned to the Executive hereunder. During the Term of Employment,
it shall not be a violation of this Agreement for the Executive to (i) serve on
corporate, civic or charitable boards or committees (provided that service on
any corporate boards beyond those on which the Executive currently serves shall
require the prior written approval of the Chief Executive Officer), (ii)
deliver lectures, fulfill speaking engagements or teach at educational
institutions, or (iii) continue in his position as President of OEI, Inc., so
long as such activities do not significantly interfere with the performance of
the Executive’s responsibilities as an employee of the Company in accordance
with this Agreement. As an acknowledgement of the Executive’s duties as
President of OEI, Inc., the Company shall provide the Executive with one (1)
additional day off per quarter, as needed, for use in support of OEI, Inc.,
with such additional time off to continue for a period of two (2) years
following the Effective Date of this Agreement. The Company further
acknowledges that such activity may require communication during the Company’s
business hours through the Company’s communications system, provided, however,
that the Executive agrees to minimize such activity as much as possible. In
addition, the Company acknowledges that the Executive may continue in an
advisory/shareholder relationship with ABG as to those projects currently
involving the Executive’s expertise that will require continuing consultation,
with such a relationship to continue no longer than is reasonably necessary,
but in no event to continue past December 31, 2006. The Company acknowledges
that incidental usage of the Company’s communication systems in any
professional time in support of ABG may be required of the Executive and the
Company accepts such activity to facilitate a friendly separation between the
Executive and ABG in continuing good relations between the Company and ABG. The
Executive shall serve as an executive for any Affiliate (as defined herein) as
requested, from time to time, by the Chief Executive Officer without additional
compensation.


 


3.                                       PLACE OF PERFORMANCE. The Executive shall
be based at the principal executive offices of the Company in Ralston, Iowa,
except for required business travel. The Executive agrees to establish and
maintain his principal residence within central Iowa (to include the City of
Ames for purposes of this Agreement).


 


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4.                                       COMPENSATION.


 


(a)                                  Annual
Base Salary. During the Term of Employment, the Executive shall receive an
annual base salary (as increased the “Annual Base Salary”) beginning in the
first year of employment at two hundred sixty-five thousand dollars
($265,000.00), which shall be paid in conformity with the Company’s payroll
policies relating to salaried employees. The Annual Base Salary for the second
year of employment will be set within a range of two hundred eighty-five
thousand dollars ($285,000.00) to three hundred twenty-five thousand dollars
($325,000.00), as determined in the good faith discretion of the Chief
Executive Officer and depending upon the level of assumption of operational
responsibilities by the Executive. The Annual Base Salary for the third and any
subsequent year shall be determined in the good faith discretion of the Chief
Executive Officer, but in any event shall be equal to or greater than the
Annual Base Salary received by the Executive during the second year of the Term
of Employment. In determining the Annual Base Salary beginning in the third
year of the Term of Employment, the Chief Executive Officer shall take into
account market comparisons and the Executive’s individual performance. Any
increase in Annual Base Salary shall not serve to limit or reduce any other obligation
to the Executive under this Agreement.


 


(b)                                 Signing
Bonus. The Executive acknowledges receipt from West Central Cooperative of
a signing bonus of sixty thousand dollars ($60,000.00) (the “Signing Bonus”).


 


(c)                                  Annual
Bonus. For each calendar year during the Term of Employment, the Executive
shall be eligible to participate in such bonus programs as are available to
senior executives of the Company with the same intent and relative
proportionality as for the Company’s President (the “Annual Bonus”), provided
that the Executive shall be guaranteed an Annual Bonus of thirty thousand
dollars ($30,000.00) at the conclusion of the first year of employment
following the Effective Date of this Agreement.


 


(d)                                 Equity
Incentive Plan. The Executive shall participate, during the Term of
Employment, in the Company’s stock incentive plan on the terms and conditions
set forth in the Stock Option Agreement between the Company and Executive
entered into as of the date hereof (the “Stock Option Agreement”).


 


(e)                                  Additional
Equity Earnings Opportunities. The Company and the Executive acknowledge
that management discussions shall occur with the incoming Board for additional
equity earnings opportunities over the next three (3) years for exceptional
value created by key executives of the Company. To the extent determined by the
Board, the Executive shall be eligible for any such additional equity earning
opportunities.


 


(f)                                    Key
Performer Option and Equity Incentive Program. In addition to the foregoing
incentive programs, the Company shall establish a management and key performer
option and equity incentive program to facilitate annual employee bonus compensation
and recruiting incentives. To the extent determined in the established 


 


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program, the
Executive shall be eligible for participation in the key performer option and
equity incentive program to be established.


 


(g)                                 Relocation.
Upon the execution of this Agreement, the Company agrees to reimburse the
Executive for the following relocation expenses, upon submission of
documentation satisfactory to employee: 
(i) up to two (2) trips to the central Iowa area for the purpose of
allowing the Executive to search for a house in the area, with each trip to
last for up to three (3) days, and two (2) nights each and to include both the
Executive and his spouse; (ii) up to two (2) months of temporary housing
support in the Ralston/Jefferson area and round-trip weekend travel for
Indianapolis, Indiana to Ralston, Iowa for the Executive; (iii) one (1) week of
paid time during which the Executive shall relocate his family from Indiana to
central Iowa, at a time mutually agreed upon by the Executive and the Company;
(iv) the expenses associated with moving all household goods via a moving
company, including, packing, loading, transport, unloading and related
insurance; and (v) any temporary storage, if needed, for up to twelve (12)
months. The foregoing relocation services shall be considered the “Full
Relocation Package” available to the Executive.


 


(h)                                 Other
Benefits. During the Term of Employment, the Executive (i) shall be
entitled to participate in all employee benefit plans which are generally
available to the Company’s senior executives (subject to, and on a basis
consistent with, the terms, conditions and overall administration of such
plans, programs and arrangements); and (ii) shall receive health insurance
programs, executive medical benefits, sick pay, life insurance, accidental
death and dismemberment benefits, long-term disability benefits and long-term
care insurance (collectively “Welfare Benefits” and together with the benefits
provided under the foregoing clause (i), the “Benefits”) which are generally
available to the other senior executives of the Company.


 


(i)                                     Fringe
Benefits. During the Term of Employment, the Executive shall be entitled to
the following fringe benefits:  an
appropriate automobile to be provided by the Company and made available for
business and personal use, subject to taxable benefit computed and added to
compensation for commuting expense, and reimbursement at IRS rates for personal
miles (other than commuting) over two hundred (200 miles) per month.


 


(j)                                     Reimbursement
for Expenses. During the Term of Employment, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in accordance with the Company’s policies, practices and
procedures.


 


(k)                                  Vacation.
During the Term of Employment, the Executive shall be entitled to no less than
four (4) weeks paid vacation annually (to be computed as twenty (20) business
days) in accordance with the plans, policies, programs and practices of the
Company. During the Term of Employment, the Executive shall further be entitled
to the normal federal holiday and sick day policies of the Company.


 


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(l)                                     Professional
Development. The Executive shall attend one (1) annual one-week executive
training program (e.g. University of Chicago Executive Development Series) (“Program”)
at a location of the Executive’s choice each year. To facilitate the Executive’s
attendance, the Company shall pay the actual expenses reasonably incurred by
the Executive for attendance at the Program, subject to the following terms and
limitations:  (i) actual registration
fees, without limitation as to dollar amount; (ii) actual travel cost
consisting of transportation for the Executive alone by the most direct means
reasonably available for reimbursable expenses at the minimum coach or comparable
rates for all air, train, or other commercial carrier and all reasonable ground
transportation expenses for travel between airport (or station) and location of
the Program; (iii) lodging for the period of time beginning with the evening
before the program begins and ending with the evening before the last day of
the program (unless it is impractical to make reasonable return travel
arrangements until the day after the program, in which event an additional
night will be reimbursed); and (iv) meals for the Executive only. In addition,
the Company shall pay the actual expenses reasonably incurred upon the
foregoing terms and limitations for up to three (3) industry conferences per
year, as deemed appropriate in support of the Company’s development and activities.
Reimbursement shall be made only as to the expenses supported by appropriate
documentation, including, where available, invoice, statement or receipt.


 


(m)                               Insurance.
During the Term of Employment and thereafter while the Executive could have any
liability, the Executive shall be an insured party in any liability insurance
policy (including director and officer liability policy) by the Company for its
directors and/or senior executive officers.


 


(n)                                 Executive
Assistant Support. The Company shall make available Executive assistant
support as soon as reasonably available to other key executives of the Company.


 


5.                                       TERMINATION
OF EMPLOYMENT.


 


(a)                                  Death
or Disability. The Executive’s employment under this Agreement shall be
automatically terminated upon the Executive’s death. If the Executive incurs a
Disability during the Term of Employment (as that term is defined below), the
Company may give the Executive written notice of its intent to terminate the
Executive’s employment. In such event, the Executive’s employment shall
terminate effective on the thirtieth (30th) day after receipt of
such notice by the Executive, provided that, within the thirty (30) days after
such receipt, the Executive shall not have returned to full-time performance of
the Executive’s duties.


 


For purposes of
this Agreement, “Disability” shall mean the inability of the Executive to
perform his material duties with the Company on a full-time basis for six (6)
consecutive months, or one hundred eighty (180) days within any period of eighteen
(18) consecutive months, as a result of incapacity due to mental or physical
illness. Until such termination, the Executive shall continue to receive his
full compensation and benefits.


 


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(b)                                 By
the Company.


 


(i)                                     Without
Cause. The Company may terminate the Executive’s employment during the Term
of Employment without Cause (as that term is defined below) in compliance with
Sections 5(d) and 5(e) of this Agreement.


 


(ii)                                  For
Cause. The Company, acting by its Chief Executive Officer (subject to the
last paragraph of this Section 5(b)) may terminate the Executive’s employment
during the Term of Employment for Cause (as that term is defined herein) in
compliance with Sections 5(d) and 5(e) in this Section 5(b)(ii). For purposes
of this Agreement, “Cause” shall mean:


 


(1)                                  the Executive’s conviction of, or plea of nolo
contendere to, any felony (other than vicarious liability which results solely
from the Executive’s position with the Company, provided that the Executive did
not know, or should not have known, of any act or failure to act upon which
such conviction or plea is based, or knew, but acted on the advice of Company
counsel);


 


(2)                                  the Executive’s willful misconduct with regard to
the Company having a material and demonstrable adverse affect on the Company;


 


(3)                                  the Executive’s willful failure to attempt in good
faith to perform the services to be rendered hereunder (except in the event of
the Executive’s incapacity due to mental or physical illness) after receipt of
written notice from the Board or the Chief Executive Officer and a reasonable
opportunity for the Executive to cure such willful non-performance; or


 


(4)                                  the Executive’s failure to adhere to, or take
affirmative steps to carry out, any legal and proper directive of the Board or
the Chief Executive Officer, after receipt of written notice from the Board or
the Chief Executive Officer and a reasonable opportunity to hear such
non-adherence or failure to act.


 


The termination of the Executive’s employment shall not be deemed to be
for Cause unless and until there shall have been delivered to the Executive a
copy of a written determination provided by Board or the Chief Executive
Officer (after reasonable notice is provided to the Executive and the Executive
is given an opportunity, together with counsel, to be heard before the Board or
Chief Executive Officer), finding that, in the good faith opinion of the Board
or the Chief Executive Officer, the Executive is guilty of the conduct
described in subparagraphs (1), (2), (3) or (4) above, and specifying the
particulars thereof in reasonable detail. For purposes of this Agreement, any
act, or failure to act, on the Executive’s part shall not be 


 


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considered willful if done, or admitted to be done, by the Executive in
good faith and in the reasonable belief that the Executive’s act or failure to
act was the in Company’s best interests. Any act, or failure to act, based upon
authority granted pursuant to a duly adopted Board resolution or advice of
Company counsel shall be conclusively presumed to be done, or omitted to be
done, by the Executive in good faith and in the Company’s best interests.


 


(c)                                  By
the Executive.


 


(i)                                     Without Good Reason. The Executive may terminate employment under this
Agreement by giving written Notice of Termination (as that term is defined
below) to the Company no less then thirty (30) days prior to such termination,
unless such termination is pursuant to Section (5)(c)(ii) below, or the Company
elects to waive or reduce such notice requirement.


 


(ii)                                  With Good Reason. The Executive’s employment may be terminated by the Executive for Good
Reason (as that term is defined herein). For purposes of this Agreement, “Good
Reason” shall mean:


 


(1)                                  a diminution in the Executive’s level of title or a
change in reporting such that the Executive reports to an executive below the
level of the Chief Executive Officer of the Company;


 


(2)                                  a decrease in Annual Base Salary, or Annual Bonus or
other benefits opportunities below the amounts (or level of participation)
specified in Sections 4(a), 4(b) and 4(c), respectively;


 


(3)                                  any material diminution of aggregate benefits
described in Sections 4(e)-4(n) of this Agreement; or


 


(4)                                  any material breach by the Company of this
Agreement, which shall include, but not be limited to, any breach of Section 2
hereof.


 


The termination of the Executive’s
Employment by the Executive shall not be deemed to be for Good Reason unless
and until the Executive shall have delivered to the Company written notice of
his or her election to terminate for Good Reason, which notice must be
delivered within ninety (90) days of the Executive becoming aware of the facts
or circumstances claimed to provide the basis for such termination and
otherwise comply with Sections 5(d) and 5(e), and the Company fails to cure such
facts and circumstances to the reasonable satisfaction of the Executive within
twenty (20) days following receipt of such notice.


 


(d)                                 Notice of
Termination. Any termination by the Company for Cause, or by the Executive
for Good Reason, shall be communicated by Notice of Termination to the other
party hereto given in accordance with Section 10 of this Agreement. For
purposes of 


 


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this
Agreement, a “Notice of Termination” means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon, (ii) to the
extent applicable, which sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provisions as indicated and (iii) if the Date of Termination (as that term
is defined below) is other than the date of receipt of such notice, specifies
the termination date. The failure by the Executive or the Company to set forth
in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive or
the Company, respectively, hereunder or preclude the Executive or the Company,
respectively, from asserting such fact or circumstance in enforcing the
Executive’s or the Company’s rights hereunder.


 


(e)                                  Date
of Termination. “Date of Termination” means the date the Executive’s
employment with the Company terminates.


 


6.                                       OBLIGATIONS OF THE COMPANY UPON TERMINATION.


 


(a)                                  Severance
Benefits. Subject to Section 6(e) hereof, if, during the Term of
Employment, the Company terminates the Executive’s employment other than for
Cause or Disability or the Executive shall terminate employment for Good
Reason:


 


(i)                                     within thirty (30) days after the Date of
Termination, the Company shall pay to the Executive a cash lump sum equal to
the sum of: (1) the Executive’s Annual Base Salary through the Date of Termination
to the extent not theretofore paid; (2) any bonus earned during the prior
calendar year but not yet paid to the Executive; (3) any accrued but unused
vacation in accordance with the Company’s policy; and (4) any incurred but
unreimbursed business expenses in accordance with the Company policy
(collectively, the “Accrued Obligations”);


 


(ii)                                  within
thirty (30) days after the Date of Termination, the Company shall pay to the
Executive a cash lump sum equal to one-half (1/2) of his Annual Base Salary then
in effect;


 


(iii)                               within
thirty (30) days after the Date of Termination, the Company shall provide to
the Executive a Full Relocation Package (as that package is described in
Section 4(g) of this Agreement) to any location within the continental United
States;


 


(iv)                              within
thirty (30) days of the Date of Termination, the Company shall provide the
Executive with outplacement/job placement support and services suitable to his
position (but at a cost not exceeding Ten Thousand Dollars ($10,000.00) in the aggregate)
through a professional services firm focused on placing executives, for a
period of up to twelve (12) months from a firm reasonably designated by the
Executive; and


 


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(v)                                 to
the extent not theretofore paid or provided, the Company shall timely pay or
provide to the Executive any other amounts or benefits required to be paid or
provided or which the Executive is eligible to receive under any plan, program,
policy or practice or contract or agreement of the Company through the Date of
Termination, as well as any other amounts or rights that become due under this
Agreement through the Date of Termination (such of their amounts and benefits
through the Date of Termination shall be hereinafter referred to as the “Other
Benefits”).


 


(b)                                 Death.
If the Executive’s employment is terminated by reason of the Executive’s death
during the Term of Employment, the Company shall pay or provide the Executive’s
estate or beneficiary, as applicable, the Accrued Obligations and the Other
Benefits. The Accrued Obligations shall be paid to the Executive’s estate or
beneficiary, as applicable, in a cash lump sum within thirty (30) days of the
Date of Termination.


 


(c)                                  Disability.
If the Executive’s employment is terminated by reason of the Executive’s
Disability during the Term of Employment, the Company shall pay or provide the
Executive the Accrued Obligations and the Other Benefits. The Accrued
Obligations shall be paid to the Executive in a cash lump sum within thirty (30)
days of the Date of Termination.


 


(d)                                 Cause;
Other than for Good Reason. If the Executive’s employment shall be
terminated for Cause during the Term of Employment or if the Executive
terminates his employment during the Term of Employment (excluding a termination
for Good Reason), the Company shall pay his Accrued Obligations and his Other
Benefits.


 


(e)                                  Release.
The Executive’s right to receive any payment of any amount or provision of any
benefit under this Section 6 (other than payments due to the Executive’s
death), shall be conditioned upon the Executive’s execution of a binding and
complete release of the Company and its affiliates and related parties
substantially in the form attached hereto as Exhibit B, and expiration of any
waiting periods contained in such release.


 


7.                                       NOTICES. Any notice or demand desired or
required to be given hereunder shall be in writing and shall be deemed given
when personally delivered or three (3) days after it is deposited in the United
States mail, postage prepaid, and addressed as follows:


(a)                                  If
to the Company, to:


 


Renewable
Energy Group, Inc.


406 First
Street, P.O. Box 68


Ralston,
Iowa  51459


Attention:  President


 


and;


 


 


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(b)                                 If
to the Executive, to:


 


Daniel J. Oh


 


                                  


Ames, IA                       


 


or to such other address or
person as hereafter shall be designated in writing by the applicable party.


 


8.                                       MISCELLANEOUS.


 


(a)                                  Entire
Agreement. Except for the Stock Option Agreement and the Confidentiality
and Noncompete Agreement between the Company and Executive, this Agreement and
all Exhibits attached hereto constitute the entire agreement between the
parties hereto pertaining to the subject matters hereof, and supersedes all
negotiations, preliminary agreements and all prior and contemporaneous
discussions and understandings of the parties in connection with the subject
matters hereof. Nothing contained in this Agreement shall limit the rights or
obligations of Employee under the Stock Option Agreement, the Confidentiality
and Non-Compete Agreement or any other written agreement between the Company
and Employee relating to his employment, compensation or benefits.


 


(b)                                 Amendment
in Writing. No amendment, waiver, change or modification of any of the
terms, provisions or conditions of this Agreement shall be effective unless
made in writing and signed or initialed by the Executive and the duly
authorized representative of the Board.


 


(c)                                  No
Waiver. Waiver of any provision of this Agreement shall not be deemed a
waiver of future compliance therewith and such provision shall remain in full
force and effect.


 


(d)                                 Severability.
In the event any provision of this Agreement is held invalid, illegal or
unenforceable, in whole or in part, the remaining provisions of this Agreement
shall not be affected thereby and shall continue to be valid and enforceable
and if, for any reason, a court finds that any provision of this Agreement is
invalid, illegal or unenforceable as written, but that by limiting such
provision it would become valid, legal and enforceable, then such provision
shall be deemed to be written and shall be construed and enforced as so
limited.


 


(e)                                  Governing
Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Iowa without regard to conflicts of laws principles,
and shall be deemed to have been entered into and performable in part in
Ralston, Carroll County, Iowa.


 


 


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(f)                                    Construction.
Words and phrases herein shall be construed as in the singular or plural number
and as masculine, feminine or neuter gender, according to the context. The
titles or captions of paragraphs of this Agreement are provided for convenience
of reference only and shall not be considered a part hereof for purposes of
interpreting or applying this Agreement and such titles or captions do not
define, limit, extend, explain or describe the meaning, scope or extent of this
Agreement or any of its terms or conditions. This Agreement shall not be
construed for or against either of the parties hereto, regardless of whether
one party may have been more responsible for its preparation.


 


(g)                                 Assignment.
This Agreement may not be assigned by either party hereto without the prior written
consent of the other party hereto; provided, however, the Executive shall in no
event be entitled to assign the performance of his duties hereunder and
provided, further, in the event of any assignment, all of the terms, conditions
and agreements of this Agreement shall remain in full force and effect and the
Executive and the Company shall continue to be respectively liable for the due
performance of the terms, conditions and agreements which they are respectively
obligated to observe and perform. Subject to the foregoing, this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, heirs, successors and assigns.


 


(h)                                 No
Third Party Rights. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto (and their
respective heirs, legal representatives, successors and assigns), any rights,
remedies, obligations or liabilities under or by reason of this Agreement.


 


(i)                                     Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument, and in making proof hereof, it shall not be necessary to
produce or account for more than one such counterpart.


 


(j)                                     Consent
to Jurisdiction; Waiver of Jury Trial. Each of the parties hereby
irrevocably submits to the non-exclusive jurisdiction of any United States
Federal court sitting in Des Moines, Iowa or Iowa District court sitting in
Carroll, Iowa in any action or proceeding arising out of or relating to this
Agreement, and each party hereby irrevocably agrees that all claims in respect
of such action or proceeding may be heard and determined in any such United
States Federal or Iowa District court. Each of the parties irrevocably waives
any objection, including, without limitation, any objection to the laying of
venue or based on the grounds of forum non conveniens, which it may now or
hereafter have to the bringing of any such action or proceedings in such
respective jurisdictions. Each of the parties irrevocably consents to the
service of any and all process in any such action or proceeding brought in any
court in or of the State of Iowa by the delivery of copies of such process to
each party, at its address specified for notices to be given hereunder or by
certified mail directed to such address. EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT.


 


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IN WITNESS
WHEREOF, the Executive and the Company have executed this Agreement on the day
and year first above written.


 


	
  EXECUTIVE

  	
   

  	
  Renewable Energy Group, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
    /s/
  DANIEL J. OH

  	
   

  	
  By:

  	
    /s/
  JEFFREY STROBURG

  	
   

  
	
  Daniel J.
  Oh, Personally

  	
   

  	
  Name:

  	
     Jeffrey
  Stroburg

  	
   

  
	
   

  	
   

  	
  Title:

  	
         CEO

  	
   

  
							



 


 


Exhibit A-
Organizational Chart (Section 2(b))


Exhibit B- Form of Release
(Section 6(e))


 


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EXHIBIT B


 


Form of Release


 


AGREEMENT AND GENERAL RELEASE


 


Renewable
Energy Group, Inc. (the “Company”), its affiliates, divisions, successors and
assigns, and the current, future and former employees, officers, directors,
trustees, representatives and agents thereof, in such capacities (collectively
referred to throughout this Agreement as the “Business Parties”) and [Executive’s
name] (the “Executive”), his heirs, executors, administrators, successors and
assigns (collectively referred to throughout this Agreement as the “Releasing
Party”) have entered into this agreement and general release agreement (the “Agreement
and General Release”) and agree as follows:


 


1.                                       Last
Day of Employment. The Executive’s last day of employment with the Company
is [date]. Effective as of [date], the Executive will not be eligible for any
benefits or compensation after [date], other than as specifically provided in
Section 6 of the employment agreement between the Company and Executive dated
as of [date] (the “Employment Agreement”), his right to indemnification and
directors and officers liability insurance under Section 4(i) of the Employment
Agreement, and his right to outplacement benefits under Section 6 of the
Employment Agreement. The Executive further acknowledges and agrees that, after
[date], he will not represent himself as being a director, employee, officer,
trustee, agent or representative of the Company for any purpose. In addition,
effective as of [date], the Executive resigns from all offices, directorships,
trusteeships, committee memberships and fiduciary capacities held with, or on
behalf of, the Company or any benefit plans of the Company. These resignations
will become irrevocable as set forth in Section 3 below.


 


2.                                       Consideration.
The parties acknowledge that this Agreement and General Release is being
executed in accordance with Section 6(e) of the Employment Agreement.


 


3.                                       Revocation.
The Executive may revoke this Agreement and General Release for a period of
seven (7) calendar days following the day he executes this Agreement and
General Release. Any revocation within this period must be submitted, in
writing, to the Company and state, “I hereby revoke my acceptance of our
Agreement and General Release.”  The
revocation must be personally delivered to the Company’s Chief Executive
Officer and General Counsel, or his/her designee, or mailed to the Company,
[company’s address] and postmarked within seven (7) calendar days of execution
of this Agreement and General Release. This Agreement and General Release shall
not become effective or enforceable until the revocation period has expired. If
the last day of the revocation period is a Saturday, Sunday, or legal holiday
in the State of Iowa, then the revocation period shall not expire until the
next following day which is not a Saturday, Sunday, or legal holiday.


 


4.                                       General
Release of Claims. The Releasing Party knowingly and voluntarily 


 


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releases and forever discharges
the Business Parties from any and all claims, causes of actions, demands, fees
and liabilities of any kind whatsoever, whether known and unknown, against the
Business Parties, the Releasing Party has, has ever had or may have as of the
date of execution of this Agreement and General Release, including, without limitation, any
alleged violation of:


 


•                  the National
Labor Relations Act, as amended;


 


•                  the Civil Rights
Act of 1866, as amended, Title VII of the Civil Rights Act of 1964, as amended,
and the Civil Rights Act of 1991, as amended;


 


•                  Sections 1981
through 1988 of Title 42 of the United States Code, as amended;


 


•                  the Employee
Retirement Income Security Act of 1974, as amended;


 


•                  the Immigration
Reform and Control Act, as amended;


 


•                  the Americans
with Disabilities Act of 1990, as amended;


 


•                  the Age
Discrimination in Employment Act of 1967, as amended;


 


•                  the Older
Workers Benefit Protection Act of 1990;


 


•                  the Worker
Adjustment and Retraining Notification Act, as amended;


 


•                  the Occupational
Safety and Health Act, as amended;


 


•                  the Family and
Medical Leave Act of 1993;


 


•                  the Iowa Civil
Rights Act of 1965 (Iowa Code Chapter 216), as amended;


 


•                  the Iowa Wage
Payment Collection Law (Iowa Code Chapter 91A), as amended;


 


•                  the laws of the
State of Iowa concerning wages, employment and discharge or any other law,
rule, regulation or ordinance pertaining to employment, terms and conditions of
employment, or termination of employment;


 


•                  any other
federal, state or local civil or human rights laws or any other local, state or
federal law, regulation or ordinance;


 


•                  any public
policy, contract, tort, or common law; or


 


•                  any allegation
for costs, fees, or other expenses including attorneys’ fees incurred in these
matters.


 


No reference to the
aforementioned causes of action or claims is intended to limit the scope of 


 


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this Agreement and General
Release. Notwithstanding the above, the sole matters to which the Agreement and
General Release do not apply are: (i) the Executive’s rights of indemnification
and directors and officers liability insurance coverage pursuant to Section
4(i) of the Employment Agreement or otherwise; (ii) the Executive’s rights
under any tax-qualified pension plan or claims for accrued vested benefits
under any other employee benefit plan, policy or arrangement maintained by the
Company or under COBRA; (iii) the Executive’s rights under the provisions of
the Employment Agreement which are intended to survive termination of
employment; or (iv) the Executive’s rights as a stockholder.


 


5.                                       No
Future Grievances. The Releasing Party waives his right to file any
charges, complaints, grievances, lawsuits or related documents against the
Business Parties arising out of the Executive’s employment with or separation
from the Company before any federal, state or local court or any state or local
administrative agency, except where such waivers are prohibited by law. This
Agreement and General Release, however, does not prevent Executive from filing
a charge with the Equal Employment Opportunity Commission, any other federal
government agency, and/or any government agency concerning claims of
discrimination, although Executive waives his right to recovery any damages or
other relief in any claim or suit brought by or through the Equal Employment
Opportunity Commission or any other state or local agency on behalf of
Executive under the Age Discrimination in Employment Act, Title VII of the
Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or
any other federal or state discrimination law, except where such waivers are
prohibited by law.


 


6.                                       Affirmations.
The Executive affirms he has not filed, has not caused to be filed, and is not
presently a party to, any claim, complaint, or action against the Business
Parties in any forum or form. Executive also affirms he has no known workplace
injuries.


 


7.                                       Return
of Property. The Executive represents that he has returned to the Company
all property belonging to the Company, including but not limited to any leased
vehicle, laptop, cell phone, keys, access cards, phone cards and credit cards.


 


8.                                       Governing
Law and Interpretation. This Agreement and General Release shall be
governed by and construed in accordance with the laws of the State of Iowa,
without reference to principles of conflict of laws. In the event the Executive
or the Company breaches any provision of this Agreement and General Release,
the Executive and the Company affirm either may institute an action to
specifically enforce any term or terms of this Agreement and General Release.


 


9.                                       Severability.
Should any provision of this Agreement and General Release be declared illegal
or unenforceable by any court of competent jurisdiction and should the
provision be incapable of being modified to be enforceable, such provision
shall immediately become null and void, leaving the remainder of this Agreement
and General Release in full force and effect. Nothing herein, however, shall
operate to void or nullify any general release language contained in the
Agreement and General Release.


 


10.                                 Nonadmission
of Wrongdoing. The Executive agrees neither this Agreement and 


 


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General Release nor the
furnishing of the consideration for this Release shall be deemed or construed
at any time for any purpose as an admission by the Company of any liability or
unlawful conduct of any kind.


 


11.                                 Amendment.
This Agreement and General Release may not be modified, altered or changed
except upon express written consent of both parties wherein specific reference
is made to this Agreement and General Release.


 


12.                                 Entire
Agreement. This Agreement and General Release sets forth the entire
agreement between the parties hereto and fully supersedes any prior agreements
or understandings between the parties; provided, however, that notwithstanding
anything in this Agreement and General Release, the provisions in the
Employment Agreement which are intended to survive termination of the
Employment Agreement shall survive and continue in full force and effect. Executive
acknowledges he has not relied on any representations, promises, or agreements
of any kind made to him in connection with his decision to accept this
Agreement and General Release.


 


THE EXECUTIVE
HAS BEEN ADVISED THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW THIS
AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH
AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE.


 


THE EXECUTIVE
AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND
GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE
(21) CALENDAR DAY CONSIDERATION PERIOD.


 


HAVING ELECTED
TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET
FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE EMPLOYMENT
AGREEMENT, THE EXECUTIVE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION,
ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND
RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST THE BUSINESS PARTIES.


 


IN WITNESS
WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement
and General Release as of the date set forth below.


 


	
   

  	
   

  	
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  [Name]

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
										



 


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