**EXHIBIT 10.15**

 

**FIRST AMENDED AND RESTATEDDEFERRED COMPENSATION PLAN**

 

This First Amended and Restated Deferred Compensation Plan is effectiveas of the 1st day of February, 2004, by South Dakota SoybeanProcessors, a South Dakota limited liability company (“Employer”), for thebenefit of a key employee, Rodney G. Christianson (“Employee”).

 

RECITALS:

 

A.                                   South Dakota SoybeanProcessors, a South Dakota cooperative (the “Cooperative”), and Employeeexecuted a Deferred Compensation Plan effective September 1, 1998. Underthe Deferred Compensation Plan, each Deferred Compensation Unit was equivalentto a share of the Cooperative’s common stock.

 

B.                                     Pursuant to a Planof Reorganization effective July 1, 2002, (“Reorganization”) theCooperative transferred its assets and liabilities to South Dakota SoybeanProcessors, LLC for Capital Units. The Deferred Compensation Plan was among theitems transferred, assigned and assumed.

 

C.                                     During theReorganization, the Capital Units of Employer were distributed to the Cooperativemembers at the rate of one (1) Capital Unit for each share of common stock.

 

D.                                    Following theReorganization, each Deferred Compensation Unit was equivalent to a singleCapital Unit of Employer.

 

E.                                      On July 17,2003, Employer underwent a two for one Capital Unit split.

 

F.                                      Employer andEmployee mutually desire to amend the Deferred Compensation Plan to clarify itsoperation and to enable Employer to offer Employee additional incentivecompensation.

 

NOW, THEREFORE, in consideration of the above recitals and other goodand valuable consideration, the receipt of which is acknowledged, Employer andEmployee amend the Deferred Compensation Plan to read as follows:

 

1.                                       Definitions.  The following terms shall have thesemeanings:

 

a.                                       “AdditionalCompensation Units” shall mean an amount equal to one Capital Unit of Employer.

 

b.                                      “Capital Unit”shall mean a single Class A ownership interest in Employer.

 

c.                                       “DeferredCompensation Unit” shall mean an amount equal to one Capital Unit of Employer.

 

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d.                                      “Fair MarketValue of Deferred Compensation Units” and “Fair Market Value of AdditionalCompensation Units” shall mean amounts computed using the average price ofEmployer’s Capital Units. The average price of the Employer’s Capital Unitswill be calculated from the Capital Units traded during the most recent threecalendar quarters in which any Capital Units were traded preceding the date ofthe valuation.

 

e.                                       “Fair MarketValue of USSC Compensation Units” shall mean an amount equal to the book valueof USSC’s Compensation Units as determined by Employer’s independent certifiedaccounting firm under generally accepted accounting principles in a mannerconsistent with its regular bookkeeping practices as of the end of the calendarmonth preceding the date of the valuation or, in the event either Employer orEmployee disputes that the book value represents fair market value then thefair market value shall be set by appraisal. Employer and Employee shall eachobtain and pay for an appraisal of USSC’s stock. If the higher of the twoappraised values is within ten percent (10%) of the lower of the two values,then the fair market value shall be equal to the average of the two appraisedvalues. If the higher of the two appraised values is not within tenpercent(10%) of the lower of the two values, then a third appraiser shall beobtained by mutual agreement of Employer and Employee with the cost beingshared equally between them. The agreement of at least two of the threeappraisers shall be the fair market value. If at least two of the appraiserscan not agree on the appraised value, then the three appraised values shall beadded together and divided by three with the result to be the fair marketvalue.

 

f.                                         “LedgerAccount” shall mean the incentive compensation ledger account in the name ofEmployee which provides a record of the number of Deferred Compensation Units,Additional Compensation Units and USSC Compensation Units awarded to Employeeand the number of units that have vested.

 

g.                                      “Plan” shall meanthis First Amended and Restated Deferred Compensation Plan.

 

h.                                      “USSCCompensation Units” shall mean an amount equal to one share of the common stockof Urethane Soy Systems Co. (“USSC”).

 

2.                                       Purposeof Plan. The purpose of the Plan is to enable Employee to enhance his retirementsecurity and to provide incentives and rewards to Employee for contributing tothe success of Employer through his invention, ability, industry, loyalty andexceptional service by making him a participant in that success.

 

3.                                       Numberof Units Credited.

 

a.                                       Initial Award.The Cooperative initially credited the Ledger Account of Employee with thirtythousand (30,000) Deferred Compensation Units effective September 1, 1998.The thirty thousand (30,000) Deferred Compensation Units remained in Employee’sLedger Account after the Reorganization. Following the Capital Units split byEmployer on July 17, 2003, Employee’s Ledger Account contained sixtythousand (60,000) Deferred Compensation Units.

 

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b.                                      AdditionalAward. Employer shall credit Employee’s Ledger Account with thirty thousand(30,000) Additional Compensation Units effective February 1, 2004.Employer shall also credit Employee’s Ledger Account with two hundred (200)USSC Compensation Units effective February 1, 2004.

 

c.                                       No Ownershipof Capital Units or Stock. Credits to Employee’s Ledger Account do not giveEmployee any right, title, or interest in any actual Capital Units issued byEmployer or common shares issued by USSC.

 

4.                                       Adjustmentof Number of Units.

 

a.                                       Capital Unitor Share Split. In the event of a Capital Unit or a USSC common sharesplit, an appropriate adjustment shall be made by Employer in the number ofDeferred Compensation Units, Additional Compensation Units or USSC CompensationUnits, whichever is applicable, which may be credited to Employee in the LedgerAccount; provided, however, that Employer shall not be required to establishany fractional units. In the event a payment is required to purchase splitCapital Units or split USSC common shares, the number of Deferred CompensationUnits, Additional Compensation Units or USSC Compensation Units in the LedgerAccount shall be debited by an amount equivalent to the required payment.

 

b.                                      No OtherCredits. The Ledger Account shall not be credited for any dividends, poolfees, value-added payments or distributions.

 

c.                                       No Interest.The Ledger Account shall not accrue interest or be credited with earnings ofany kind, other than as described in paragraph 5 below.

 

5.                                       Adjustmentto Ledger Account for Changes in Fair Market Value. At the end of eachfiscal year of Employer, there shall be credited to or debited from Employee’sLedger Account an amount equal to the change in the Fair Market Value from theprevious year of the vested Deferred Compensation Units, vested AdditionalCompensation Units, and the vested USSC Compensation Units.

 

6.                                       Vesting.

 

a.                                       Vesting ofInitial Award. The Deferred Compensation Units initially credited toEmployee’s Ledger Account vested according to the following schedule:

 
| **Date**               |   | **Vested  Percentage  of Deferred Compensation Units** |   |
|------------------------|--------|--------------------------------------------------------|--------|
|                   |   |                                                   |   |
| September 1, 1999 |   | 33 1/3                                                 | %      |
|                   |   |                                                   |   |
| September 1, 2000 |   | 33 1/3                                                 | %      |
|                   |   |                                                   |   |
| September 1, 2001 |   | 33 1/3                                                 | %      |

 

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These Deferred Compensation Units were fully vested at the time of theReorganization. Following the Reorganization, Employee’s Ledger Accountcontained thirty thousand (30,000) Deferred Compensation Units equal to anequivalent amount of Employer’s Capital Units. Following the Capital Unit splitby Employer on July 17, 2003, Employee’s Ledger Account contained sixtythousand (60,000) fully vested Deferred Compensation Units.

 

b.                                      Vesting ofAdditional Award. The Additional Compensation Units and USSC CompensationUnits credited to Employee’s Account pursuant to the terms of this Plan shallvest pursuant to the following schedule:

 
| **Date**              |   | **Vested  Percentage  of Additional Compensation Units  and USSC Compensation Units** |   |
|-----------------------|--------|---------------------------------------------------------------------------------------|--------|
|                  |   |                                                                                  |   |
| February 1, 2006 |   | 50                                                                                    | %      |
|                  |   |                                                                                  |   |
| February 1, 2008 |   | 50                                                                                    | %      |

 

c.                                       Conditions.Vesting shall occur only if, on the date of vesting, Employee has continuouslybeen an employee of Employer since the date of the award. A leave of absence,unless otherwise determined by Employer, shall not constitute a cessation ofemployment.

 

7.                                       Paymentof Benefits.

 

a.                                       Retirement.If Employee’s employment is terminated on or after his sixty-fifth (65th)birthday, Employer shall pay to him in five (5) substantially equal annualinstallments, an amount equal to the Fair Market Value of the Deferred CompensationUnits, the Additional Compensation Units, and the Fair Market Value of the USSCCompensation Units standing to his credit and that have vested in the LedgerAccount. If Employee should die on or after his sixty-fifth (65th) birthday butbefore the five (5) annual payments are made, the unpaid balance shall continueto be paid in installments for the unexpired portion of the five (5) year term.

 

b.                                      Termination ofEmployment. If Employee’s employment is terminated for any reason otherthan death or disability, the Fair Market Value of the Deferred CompensationUnits and the Additional Compensation Units, and the Fair Market Value of theUSSC Compensation Units standing to his credit and that have vested in theLedger Account shall be paid in five (5) substantially equal annualinstallments.

 

c.                                       Disability orDeath. If Employee’s employment is terminated because of disability ordeath before he has reached the age of sixty-five (65) and while he is still inEmployer’s employ, Employer shall make five (5) substantially equal annualpayments to him (in the event of his disability) or to his estate (in the eventof his death) equal to the Fair Market Value of the Deferred Compensation Unitsand the Additional Compensation

 

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Units, and the Fair Market Value of the USSC Compensation Unitsstanding to his credit and that have vested in the Ledger Account.

 

d.                                      DisabilityDetermination. Employee shall be deemed to have become disabled forpurposes of paragraph 6(c) if Employer shall find, on the basis of medicalevidence satisfactory to it in its sole discretion, that Employee is somentally or physically disabled as to be unable to fulfill and perform theduties of his position with Employer and that such disability is likelypermanent.

 

e.                                       PaymentCommencement Date. The installment payments to be made to Employee underparagraph 7(a) shall commence on the later of the first day of the monthfollowing the date on which Employee shall have reached the age of sixty-five(65), or the first day of the month following the date that the Fair MarketValue of the USSC Compensation Units is determined. The installment payments tobe made to Employee under paragraphs 7(b) and 7(c) shall commence on the laterof the first day of the calendar year following the date of employmenttermination, death, or determination of disability, but in no event earlierthan three (3) months after such event, or the first day of the month followingthe date that the Fair Market Value of the USSC Compensation Units isdetermined.

 

f.                                         Option toAccelerate Payments. Notwithstanding anything to the contrary in thisparagraph, Employer may in its sole discretion discharge its entire obligationto pay Employee benefits under this Plan by transferring to Employee at anytime prior to the due date of any installment payment any amounts credited tohim in the Ledger Account that have vested.

 

g.                                      Interest andDeductions. No interest shall be payable on any sums owing to Employeeunder this Plan. Any such payments under this paragraph 6 shall be reduced byany amounts required by law to be withheld by Employer.

 

8.                                       Non-Alienationof Benefits. No right or benefit or payment under this Plan shall besubject to anticipation, sale, assignment, pledge, encumbrance, or charge, andany attempt to anticipate, sell, assign, pledge, encumber, or charge the sameshall be void. No right or benefit or payment under this Agreement shall in anymanner be liable for or subject to the debts, contracts, liabilities, or tortsof the person entitled to such benefits. If Employee should become bankrupt orattempt to anticipate, alienate, sell, assign, pledge, encumber, or charge anyright or benefit or payment hereunder, then such right or benefit or paymentshall, in the sole discretion of Employer, terminate.

 

9.                                       NoTrust. Nothing contained in this Plan and no action taken pursuant to theprovisions of this Plan shall create or construe to create a trust of any kind,or fiduciary relationship between Employer and Employee, his designatedbeneficiary or any other person.

 

10.                                 Employer’sPowers and Liabilities. Employer shall have power and authority tointerpret and administer this Plan. Employer’s interpretations and constructionof any provision or action taken under this Plan, including any calculation ofthe Fair Market Value of the Deferred Compensation Units, AdditionalCompensation Units, or the USSC Compensation Units shall be binding andconclusive on all persons for all purposes. Neither Employer, its

 

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directors, officers, agents or employees shall be liable to any personfor any action taken or admitted in connection with the interpretation andadministration of this Plan unless attributable to Employer’s willful conductor lack of good faith.

 

11.                                 Amendmentor Termination of Plan. Employer may amend or terminate this Plan at anytime, however, any such amendment or termination shall not affect the right ofEmployee to awards previously made or the right of Employee to the Fair MarketValue of the Deferred Compensation, the Additional Compensation Units or theUSSC Compensation Units standing to his credit in the Ledger Account that havevested at the time of such amendment or termination.

 

12.                                 NoEmployment Contract. Nothing contained in this Plan shall be construed asgiving Employee the right to be retained in the employ of Employer, nor shallit limit or restrict the right of Employer to terminate the employment of anyEmployee with or without cause.

 

13.                                 BenefitsNot Funded. Employee’s interest in the Plan is an unsecured claim againstthe general assets of Employer and neither Employee or any beneficiary has anyright against the Ledger Account until the Plan has distributed the benefit.All amounts credited to Employee’s Ledger account are the general assets ofEmployer and may be disposed of and used by Employer as it determines.

 

14.                                 GoverningLaw. This Plan shall be construed in accordance with and governed by thelaws of the State of South Dakota.

 

15.                                 ComplianceWith Code. Employer intends that this Plan comply with the provisions ofthe Internal Revenue Code of 1986, as amended, and regulations in effect at thetime of its execution. If, at a later date, the laws of the United States orthe State of South Dakota are construed in such a way as to make this Plan nulland void, it shall be given effect in a manner that shall best carry out theparties’ purposes and intentions.

 

16.                                 DisputeResolution. All disputes between Employer and Employee arising out of orrelating to this Agreement shall be exclusively and finally resolved throughthe dispute resolution process set forth in Exhibit A attached to theEmployee’s Employment Agreement dated effective the same date as this Plan.

 

IN WITNESS WHEREOF, the parties have executed this First Amended andRestated Deferred Compensation Plan effective the date first stated above.

 
|   | SOUTH DAKOTA SOYBEAN PROCESSORS |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By                              | /s/ Paul Casper |   |
|   |                            | Its | President |   |
|   |                            |
|   |                            |
|   |                            | /s/ Rodney G. Christianson |   |
|   |                            | Rodney G. Christianson |   |
|        |                                 |  |  |  |

 

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