**Exhibit10.20**

 

**DEFERREDCOMPENSATION PLAN**

 

This Deferred Compensation Plan is adoptedthis 1 day of April 1999, by South Dakota Soybean Processors (hereinafter“Employer”) for the benefit of a key employee, Rodney C. Christianson(hereafter “Employee”).

 

1.             Establishmentof Plan. The Employer, by execution of this Agreement, hereby establishesand adopts this Deferred Compensation Plan which shall become effective as ofSeptember 1, 1998.

 

2.             Purposeof Plan. The purpose of the Plan is to enable the Employee to enhance hisretirement security and to provide incentive and reward to the Employee forcontributing to the success of Employer through his invention, ability,industry, loyalty and exceptional service by making him a participant in thatsuccess.

 

3.             Establishmentof Deferred Compensation Account. Employer shall establish an IncentiveCompensation Ledger Account (“Ledger Account”), in which shall be entered thename of the Employee, the number of Deferred Compensation Units (sometimeshereafter called “Units”) awarded to Employee, and an amount equivalent to theFair Market Value of an equal number of shares of common stock (“Fair MarketValue”) as of August 31, 1998.

 

4.             Numberof Units Credited. The number of Units credited to the Ledger Account of Employeeshall equal 30,000. It is understood that Employer shall have no right, title,or interest in any actual shares issued by Employer.

 

5.             AdditionalCredit to Account of Employee. At the end of each Employer’s fiscal year,there shall be credited to or debited from the Fair Market Value of the LedgerAccount an amount equal to the excess, or decrease, as applicable, of the thenfair market value of the

 

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aggregate number of Unitswhich have been previously awarded to the Employee, over the fair market valueof such shares determined as of the end of the previous fiscal year.

 

6.             Adjustmentof Number of Units.

 

(a)           Share Split. In the event of a share split, anappropriate adjustment shall be made by the Employer in the number of Unitswhich may be credited to the Employee in the Ledger Account; provided, however,that the Employer shall not be required to establish any fractional units. Inthe event a payment is required to purchase split shares, the number of Unitsin the Ledger Account shall be debited by an amount equivalent to the requiredpayment.

 

(b)           No Other Credits. The Ledger Account shall not becredited for any dividends, pool fees, or value-added payments.

 

(c)           No Interest. The Ledger Account shall not accrueinterest or earnings of any kind, except as provided in paragraph 5.

 

7.             Vesting.

 

(a)           Vesting of Units. One-third (1/3) of the Units atany time credited to the Ledger Account shall become vested on the firstanniversary date of the award of such Units and an additional one-third (1/3)shall vest on each such anniversary date for the next succeeding two (2) years.On each such vesting date, the Units at any time credited to the Ledger Accountshall, to the extent not previously vested, become vested in accordance withthe following schedule:

 

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| **Date**                |   | **Vested Percentage   of Dividend Units** |   |
|-------------------------|--------|-------------------------------------------|--------|
|                    |   |                                      |   |
| First anniversary date  |   | 33 1/3                                    | %      |
|                    |   |                                      |   |
| Second anniversary date |   | 33 1/3                                    | %      |
|                    |   |                                      |   |
| Third anniversary date  |   | 33 1/3                                    | %      |

 

Such vesting shall occur only if the Employeeon the date of vesting has continuously been an employee of the Employer sincethe date of the award. A leave of absence, unless otherwise determined by theEmployer, shall not constitute a cessation of employment.

 

(b)           Vesting of Appreciation. Any amounts credited tothe Ledger Account representing the appreciation of shares pursuant toparagraph 5 shall vest on the last day of each Employer’s fiscal year.

 

8.             Paymentof Benefits.

 

(a)           Retirement. If the Employee’s employment isterminated on or after his sixty-fifth (65th) birthday, the Employer shall payto him in five (5) substantially equal annual installments, an amount equal tothe Fair Market Value of the Units standing to his credit in the LedgerAccount. If the Employee should die on or after his sixty-fifth (65th) birthdaybut before the five (5) annual payments are made, the unpaid balance shallcontinue to be paid in installments for the unexpired portion of the five (5)years.

 

(b)           Termination of Employment. If the Employee’s employmentis terminated for any reason other than death or disability, the Fair MarketValue of the Units standing to his credit in the Ledger Account shall be paidin five (5) substantially equal installments.

 

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(c)           Disability or Death. If Employee’s employment isterminated because of disability or death before he has reached the age ofsixty-five (65) and while he is still in the Employer’s employ, the Employershall make five (5) substantially equal annual payments to him (in the event ofhis disability) or his estate (in the event of his death) of the Fair MarketValue of the Units standing to his credit in the Ledger Account.

 

(d)           Disability Determination. The Employee shall bedeemed to have become disabled for purposes of paragraph (c) if the Employershall find, on the basis of medical evidence satisfactory to it in its solediscretion, that the Employee is so totally mentally or physically disabled asto be unable to engage in further employment by the Employer and that suchdisability is permanent and continuous during the remainder of his life.

 

(e)           Payment Commencement Date. The installment paymentsto be made to the Employee under paragraph 8(a) shall commence on the first dayof the month following the date on which the Employee shall have reached theage of sixty-five (65). The installments payments to be made to Employee underparagraphs 8(b) and 8(c) shall commence on the first day of the calendar yearfollowing the date of employment termination, death, or determination ofdisability, but in no event earlier than three (3) months from such event.

 

(f)            Option to Accelerate Payments. Notwithstandinganything contained herein to the contrary, Employer may in its sole discretiondischarge its entire obligation to pay employee benefits under this Plan bytransferring to Employee any amounts credited to him in the Ledger Account atany time prior to the due date of any installment payment.

 

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(g)           Final Determination of Fair Market Value. In theevent the event entitling Employee to commencement of payments under paragraph8 is more than ninety (90) days from the end of the Employers fiscal year, thedetermination of the Fair Market Value of the Ledger Account shall bedetermined by obtaining a weighted average of the fair market value of theaggregate Units standing to his credit in the Ledger Account during the ninety(90) day period immediately prior to such event. Any such payments under thisparagraph 8 shall be reduced by any amounts required by law to be withheld bythe Employer.

 

(h)           No Interest. No interest shall be payable on anysums owing to Employee under this Plan.

 

9.             Non-CompeteCovenant. As a condition to the receipt of benefits hereunder, Employeeagrees he shall not engage directly or indirectly in the same business orprofession as Employer for a period of two (2) years from the date oftermination of his employment with Employer within a five hundred (500) mileradius from Volga, South Dakota. In the event of any breach of this covenant,the Employer by written notice to Employee may cause his payments to besuspended and may permanently cancel such payments and thereupon all rights ofsuch Employee under this Plan shall terminate forever.

 

10.           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 hereunder shall in any manner beliable for or subject to the debts, contracts, liabilities, or torts of theperson entitled to such benefits. If the Employee should become bankruptcy orattempt to anticipate, alienate, sell, assign, pledge, encumber, or charge anyright or benefit or

 

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payment hereunder, thensuch right or benefit or payment shall, in the sole discretion of Employer,terminate.

 

11.           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 the Employer and Employee, his designatedbeneficiary or any other person.

 

12.           Employer’sPowers and Liabilities. The Employer shall have power and authority tointerpret and administer this Plan. The Employer’s interpretations andconstruction of any provision or action taken under this Plan, including anyvaluation of the Ledger Account or the amount or recipient of payment due underit, shall be binding and conclusive on all persons for all purposes. Neitherthe Employer, its directors, officers, agents or employees shall be liable toany person for any action taken or admitted in connection with theinterpretation and administration of this Plan unless attributable to theEmployer’s willful conduct or lack of good faith.

 

13.           Amendmentor Termination of Plan. The Employer may amend or terminate this Plan atany time; however, any such amendment or termination shall not affect the rightof Employee to awards previously made or the right of the Employee to thecredit in the Ledger Account at the time of such amendment or termination.

 

14.           NoEmployment Contract. Nothing contained in this Plan shall be construed asgiving the Employee the right to be retained in the employ of the Employer, norshall it limit or restrict the right of the Employer to terminate theemployment of any Employee with or without cause.

 

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15.           BenefitsNot Funded. Employee’s interest in the Plan is an unsecured claim againstthe general assets of the Employer, and neither the Employee or any beneficiaryhas any right against the account until the Plan has distributed the benefit.All amounts credited to an account are the general assets of the corporationand may be disposed of and used by the corporation in such manner as itdetermines.

 

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

 

17.           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.

 

Dated this 1 day of April, 1999.

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

 

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**DEFERREDCOMPENSATION PLAN**

 

This Deferred Compensation Plan is adoptedthis 13 day of February, 2001, by South Dakota Soybean Processors (hereinafter“Employer”) for the benefit of a key employee, Thomas Kersting (hereafter“Employee”).

 

1.             Establishmentof Plan. The Employer, by execution of this Agreement, hereby establishesand adopts this Deferred Compensation Plan which shall become effective as ofJanuary 1, 2001.

 

2.             Purposeof Plan. The purpose of the Plan is to enable the Employee to enhance hisretirement security and to provide incentive and reward to the Employee forcontributing to the success of Employer through his invention, ability,industry, loyalty and exceptional service by making him a participant in thatsuccess.

 

3.             Establishmentof Deferred Compensation Account. Employer shall establish an IncentiveCompensation Ledger Account (“Ledger Account”), in which shall be entered thename of the Employee, the number of Deferred Compensation Units (sometimeshereafter called “Units”) awarded to Employee, and an amount equivalent to theFair Market Value of an equal number of shares of common stock (“Fair MarketValue”) as of January 1, 2001.

 

4.             Numberof Units Credited. The number of Units credited to the Ledger Account ofEmployee shall equal 18,000. It is understood that Employee shall have no right,title, or interest in any actual shares issued by Employer.

 

5.             AdditionalCredit to Account of Employee. At the end of each Employer’s fiscal year,there shall be credited to or debited from the Fair Market Value of the LedgerAccount an amount equal to the excess, or decrease, as applicable, of the thenfair market value of the

 

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aggregate number of Unitswhich have been previously awarded to the Employee, over the fair market valueof such shares determined as of the end of the previous fiscal year.

 

6.             Adjustmentof Number of Units.

 

(a)           Share Split. In the event of a share split, anappropriate adjustment shall be made by the Employer in the number of Unitswhich may be credited to the Employee in the Ledger Account; provided, however,that the Employer shall not be required to establish any fractional units. Inthe event a payment is required to purchase split shares, the number of Unitsin the Ledger Account shall be debited by an amount equivalent to the requiredpayment.

 

(b)           No Other Credits. The Ledger Account shall not becredited for any dividends, pool fees, or value-added payments.

 

(c)           No Interest. The Ledger Account shall not accrueinterest or earnings of any kind, except as provided in paragraph 5.

 

7.             Vesting.

 

(a)           Vesting of Units. One-third (1/3) of the Units atany time credited to the Ledger Account shall become vested on August 31, 2001,and an additional one-third (1/3) shall vest on each such anniversary datethereof for the next succeeding two (2) years. On each such vesting date, theUnits at any time credited to the Ledger Account shall, to the extent notpreviously vested, become vested in accordance with the following schedule:

 

| **Date**        |   | **Vested Percentage   of Dividend Units** |   |
|-----------------|--------|-------------------------------------------|--------|
|            |   |                                      |   |
| August 31, 2001 |   | 33 1/3                                    | %      |
|            |   |                                      |   |
| August 31, 2002 |   | 33 1/3                                    | %      |
|            |   |                                      |   |
| August 31, 2003 |   | 33 1/3                                    | %      |

 

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Such vesting shall occur only if the Employeeon the date of vesting has continuously been an employee of the Employer sincethe date of the award. A leave of absence, unless otherwise determined by theEmployer, shall not constitute a cessation of employment.

 

(b)           Vesting of Appreciation. Any amounts credited tothe Ledger Account representing the appreciation of shares pursuant toparagraph 5 shall vest on the last day of each Employer’s fiscal year.

 

8.             Paymentof Benefits.

 

(a)           Retirement. If the Employee’s employment isterminated on or after his sixty-fifth (65th) birthday, the Employer shall payto him in five (5) substantially equal annual installments, an amount equal tothe Fair Market Value of the Units standing to his credit in the LedgerAccount. If the Employee should die on or after his sixty-fifth (65th) birthdaybut before the five (5) annual payments are made, the unpaid balance shallcontinue to be paid in installments for the unexpired portion of the five (5)years.

 

(b)           Termination of Employment. If the Employee’semployment is terminated for any reason other than death or disability, theFair Market Value of the Units standing to his credit in the Ledger Accountshall be paid in five (5) substantially equal installments.

 

(c)           Disability or Death. If Employee’s employment isterminated because of disability or death before he has reached the age ofsixty-five (65) and while he is still in the Employer’s employ, the Employershall make five (5) substantially equal annual payments to him (in the event ofhis disability) or his estate (in the event of his death) of the Fair MarketValue of the Units standing to his credit in the Ledger Account.

 

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(d)           Disability Determination. The Employee shall bedeemed to have become disabled for purposes of paragraph (c) if the Employershall find, on the basis of medical evidence satisfactory to it in its solediscretion, that the Employee is so totally mentally or physically disabled asto be unable to engage in further employment by the Employer and that suchdisability is permanent and continuous during the remainder of his life.

 

(e)           Payment Commencement Date. The installment paymentsto be made to the Employee under paragraph 8(a) shall commence on the first dayof the month following the date on which the Employee shall have reached theage of sixty-five (65). The installments payments to be made to Employee underparagraphs 8(b) and 8(c) shall commence on the first day of the calendar yearfollowing the date of employment termination, death, or determination ofdisability, but in no event earlier than three (3) months from such event.

 

(f)            Option to Accelerate Payments. Notwithstandinganything contained herein to the contrary, Employer may in its sole discretiondischarge its entire obligation to pay employee benefits under this Plan bytransferring to Employee any amounts credited to him in the Ledger Account atany time prior to the due date of any installment payment.

 

(g)           Final Determination of Fair Market Value. In theevent the event entitling Employee to commencement of payments under paragraph8 is more than ninety (90) days from the end of the Employer’s fiscal year, thedetermination of the Fair Market Value of the Ledger Account shall bedetermined by obtaining a weighted average of the fair market value of theaggregate Units standing to his credit in the Ledger Account during the ninety(90) day period immediately prior to such event. Any such payments

 

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under this paragraph 8 shall be reduced byany amounts required by law to be withheld by the Employer.

 

(h)           No Interest. No interest shall be payable on anysums owing to Employee under this Plan.

 

9.             Non-CompeteCovenant. As a condition to the receipt of benefits hereunder, Employeeagrees he shall not engage directly or indirectly in the same business orprofession as Employer for a period of two (2) years from the date oftermination of his employment with Employer within a five hundred (500) mileradius from Volga, South Dakota. In the event of any breach of this covenant,the Employer by written notice to Employee may cause his payments to besuspended and may permanently cancel such payments and thereupon all rights ofsuch Employee under this Plan shall terminate forever.

 

10.           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 hereunder shall in any manner beliable for or subject to the debts, contracts, liabilities, or torts of theperson entitled to such benefits. If the Employee should become bankruptcy 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.

 

11.           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 the Employer and Employee, his designatedbeneficiary or any other person.

 

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12.           Employer’sPowers and Liabilities. The Employer shall have power and authority tointerpret and administer this Plan. The Employer’s interpretations andconstruction of any provision or action taken under this Plan, including anyvaluation of the Ledger Account, or the amount or recipient of payment dueunder it, shall be binding and conclusive on all persons for all purposes.Neither the Employer, its directors, officers, agents or employees shall beliable to any person for any action taken or admitted in connection with theinterpretation and administration of this Plan unless attributable to theEmployer’s willful conduct or lack of good faith.

 

13.           Amendmentor Termination of Plan. The Employer may amend or terminate this Plan atany time; however, any such amendment or termination shall not affect the rightof Employee to awards previously made or the right of the Employee to thecredit in the Ledger Account at the time of such amendment or termination.

 

14.           NoEmployment Contract. Nothing contained in this Plan shall be construed asgiving the Employee the right to be retained in the employ of the Employer, norshall it limit or restrict the right of the Employer to terminate theemployment of any Employee with or without cause.

 

15.           BenefitsNot Funded. Employee’s interest in the Plan is an unsecured claim againstthe general assets of the Employer, and neither the Employee or any beneficiaryhas any right against the account until the Plan has distributed the benefit.All amounts credited to an account are the general assets of the corporationand may be disposed of and used by the corporation in such manner as itdetermines.

 

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

 

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17.           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.

 

Dated this 13 day of February, 2001.

 
|   | SOUTH DAKOTA SOYBEAN  PROCESSORS |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By                               | /s/ Rodney Christianson |   |
|   | Its                              |  CEO |   |
|   |                             |
|   |                             |
|   |  /s/ Thomas Kersting        |   |
|   | Thomas Kersting                  |
|        |                                  |  |  |  |  |  |

 

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**DEFERREDCOMPENSATION PLAN**

 

This Deferred Compensation Plan is adoptedthis 23rd day of July, 2001, by South Dakota Soybean Processors (hereinafter“Employer”) for the benefit of a key employee, Connie Kelly, (hereafter“Employee”).

 

1.             Establishmentof Plan. The Employer, by execution of this Agreement, hereby establishesand adopts this Deferred Compensation Plan which shall become effective as ofAugust 1, 2001.

 

2.             Purposeof Plan. The purpose of the Plan is to enable the Employee to enhance herretirement security and to provide incentive and reward to the Employee forcontributing to the success of Employer through her invention, ability,industry, loyalty and exceptional service by making her a participant in thatsuccess.

 

3.             Establishmentof Deferred Compensation Account. Employer shall establish an IncentiveCompensation Ledger Account (“Ledger Account”), in which shall be entered the nameof the Employee, the number of Deferred Compensation Units (sometimes hereaftercalled “Units”) awarded to Employee, and an amount equivalent to the FairMarket Value of an equal number of shares of common stock (“Fair Market Value”)as of January 1, 2001.

 

4.             Numberof Units Credited. The number of Units credited to the Ledger Account ofEmployee shall equal 18,000. It is understood that Employee shall have noright, title, or interest in any actual shares issued by Employer.

 

5.             AdditionalCredit to Account of Employee. At the end of each Employer’s fiscal year,there shall be credited to or debited from the Fair Market Value of the LedgerAccount an amount equal to the excess, or decrease, as applicable, of the thenfair market value of the

 

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aggregate number of Unitswhich have been previously awarded to the Employee, over the fair market valueof such shares determined as of the end of the previous fiscal year.

 

6.             Adjustmentof Number of Units.

 

(a)           Share Split. In the event of a share split, anappropriate adjustment shall be made by the Employer in the number of Unitswhich may be credited to the Employee in the Ledger Account; provided, however,that the Employer shall not be required to establish any fractional units. Inthe event a payment is required to purchase split shares, the number of Unitsin the Ledger Account shall be debited by an amount equivalent to the requiredpayment.

 

(b)           No Other Credits. The Ledger Account shall not becredited for any dividends, pool fees, or value-added payments.

 

(c)           No Interest. The Ledger Account shall not accrueinterest or earnings of any kind, except as provided in paragraph 5.

 

7.             Vesting.

 

(a)           Vesting of Units. One-third of the Units at anytime credited to the Ledger Account shall become vested on August 31, 2001, andan additional one-third shall vest on each such anniversary date thereof forthe next succeeding two (2) years. On each such vesting date, the Units at anytime credited to the Ledger Account shall, to the extent not previously vested,become vested in accordance with the following schedule:

 
| **Date**        |   | **Vested Percentage  of Dividend Units** |   |
|-----------------|--------|------------------------------------------|--------|
|            |   |                                     |   |
| August 31, 2001 |   | 33 1/3                                   | %      |
|            |   |                                     |   |
| August 31, 2002 |   | 33 1/3                                   | %      |
|            |   |                                     |   |
| August 31, 2003 |   | 33 1/3                                   | %      |

 

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Such vesting shall occur only if the Employeeon the date of vesting has continuously been an employee of the Employer sincethe date of the award. A leave of absence, unless otherwise determined by theEmployer, shall not constitute a cessation of employment.

 

(b)           Vesting of Appreciation. Any amounts credited tothe Ledger Account representing the appreciation of shares pursuant toparagraph 5 shall vest on the last day of each Employer’s fiscal year.

 

8.             Paymentof Benefits.

 

(a)           Retirement. If the Employee’s employment isterminated on or after her sixty-fifth (65th) birthday, the Employer shall payto her in five (5) substantially equal annual installments, an amount equal tothe Fair Market Value of the Units standing to her credit in the LedgerAccount. If the Employee should die on or after her sixty-fifth (65th) birthdaybut before the five (5) annual payments are made, the unpaid balance shallcontinue to be paid (to her estate) in installments for the unexpired portionof the five (5) years.

 

(b)           Termination of Employment. If the Employee’semployment is terminated for any reason other than death or disability, theFair Market Value of the Units standing to her credit in the Ledger Accountshall be paid in five (5) substantially equal installments.

 

(c)           Disability or Death. If Employee’s employment isterminated because of disability or death before she has reached the age ofsixty-five (65) and while she is still in the Employer’s employ, the Employershall make five (5) substantially equal annual payments to her (in the event ofher disability) or her estate (in the event of her death) of the Fair MarketValue of the Units standing to her credit in the Ledger Account.

 

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(d)           Disability Determination. The Employee shall bedeemed to have become disabled for purposes of paragraph (c) if the Employershall find, on the basis of medical evidence satisfactory to it in its solediscretion, that the Employee is so totally mentally or physically disabled asto be unable to engage in further employment by the Employer and that suchdisability is permanent and continuous during the remainder of her life.

 

(e)           Payment Commencement Date. The installment paymentsto be made to the Employee under paragraph 8(a) shall commence on the first dayof the month following the date on which the Employee shall have reached theage of sixty-five (65). The installments payments to be made to Employee underparagraphs 8(b) and 8(c) shall commence on the first day of the calendar yearfollowing the date of employment termination, death, or determination ofdisability, but in no event earlier than three (3) months from such event.

 

(f)            Option to Accelerate Payments. Notwithstandinganything contained herein to the contrary, Employer may in its sole discretiondischarge its entire obligation to pay employee benefits under this Plan bytransferring to Employee any amounts credited to him in the Ledger Account atany time prior to the due date of any installment payment.

 

(g)           Final Determination of Fair Market Value. In theevent the event entitling Employee to commencement of payments under paragraph8 is more than ninety (90) days from the end of the Employer’s fiscal year, thedetermination of the Fair Market Value of the Ledger Account shall bedetermined by obtaining a weighted average of the fair market value of theaggregate Units standing to her credit in the Ledger Account during the ninety(90) day period immediately prior to such event. Any such payments

 

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under this paragraph 8 shall be reduced byany amounts required by law to be withheld by the Employer.

 

(h)           No Interest. No interest shall be payable on anysums owing to Employee under this Plan.

 

9.             Non-CompeteCovenant. As a condition to the receipt of benefits hereunder, Employeeagrees she shall not engage directly or indirectly in the same business asEmployer for a period of two (2) years from the date of termination of heremployment with Employer within a two hundred (200) mile radius from Volga,South Dakota. In the event of any breach of this covenant, the Employer bywritten notice to Employee may cause her payments to be suspended and maypermanently cancel such payments and thereupon all rights of such Employeeunder this Plan shall terminate forever.

 

10.           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 hereunder shall in any manner beliable for or subject to the debts, contracts, liabilities, or torts of theperson entitled to such benefits. If the Employee should become bankruptcy 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.

 

11.           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 the Employer and Employee, her designatedbeneficiary or any other person.

 

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12.           Employer’sPowers and Liabilities. The Employer shall have power and authority tointerpret and administer this Plan. The Employer’s interpretations andconstruction of any provision or action taken under this Plan, including anyvaluation of the Ledger Account, or the amount or recipient of payment dueunder it, shall be binding and conclusive on all persons for all purposes.Neither the Employer, its directors, officers, agents or employees shall beliable to any person for any action taken or admitted in connection with theinterpretation and administration of this Plan unless attributable to theEmployer’s willful conduct or lack of good faith.

 

13.           Amendmentor Termination of Plan. The Employer may amend or terminate this Plan atany time; however, any such amendment or termination shall not affect the rightof Employee to awards previously made or the right of the Employee to thecredit in the Ledger Account at the time of such amendment or termination.

 

14.           NoEmployment Contract. Nothing contained in this Plan shall be construed asgiving the Employee the right to be retained in the employ of the Employer, norshall it limit or restrict the right of the Employer to terminate theemployment of any Employee with or without cause.

 

15.           BenefitsNot Funded. Employee’s interest in the Plan is an unsecured claim againstthe general assets of the Employer, and neither the Employee or any beneficiaryhas any right against the account until the Plan has distributed the benefit.All amounts credited to an account are the general assets of the corporationand may be disposed of and used by the corporation in such manner as itdetermines.

 

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

 

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17.           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.

 

Dated this 1st day of August, 2001.

 

 
|   | SOUTH DAKOTA SOYBEAN  PROCESSORS |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By                               | /s/ Rodney G.  Christianson |   |
|   | Its                              |  CEO |   |
|   |                             |
|   |                             |
|   |  /s/ Connie Kelly           |   |
|   | Connie Kelly                     |
|        |                                  |  |  |  |  |  |

 

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