Exhibit 10.54


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(this “Agreement”) is effective as
of the Effective Date defined herein, by and between GREEN PLAINS RENEWABLE
ENERGY, INC., an Iowa corporation (the “Company”),
and TODD BECKER, an individual (“Executive”),
except that Section 6 shall be effective upon the signing of this
Agreement by the Company and Executive.


 


In consideration of the
promises and mutual covenants contained herein, the parties hereto agree as
follows:


 


1.             Employment;
Location. The Company hereby employs Executive and Executive
hereby accepts such employment in the Omaha, Nebraska metro area, or in such
other location as may be mutually agreed upon in writing between the
parties.  Executive will be relocated in
accordance with the relocation provision below.


 


2.             Term.
Executive’s employment shall be “at-will” and may be terminated at any time, by
either party, for any reason whatsoever (the “Term”).
Executive’s employment with the Company shall commence the day following the “Closing
Date” as defined in the Agreement and Plan of Merger among Green Plains
Renewable Energy, Inc., Green Plains Merger Sub, Inc. and VBV LLC (“VBV”)
dated May 7, 2008 (the “Merger”), which date is the Effective Date of this
Agreement (the “Effective Date”).


 


3.             Duties and
Authorities. During the Term:


 


3.1           Executive shall be
appointed and serve as the President and Chief Operations Officer of the
Company. If appointed or requested by the Company’s Board of Directors (the “Board”), the Executive shall also
serve during all or any part of the Term as a Director or any other officer
capacity of the Company or any subsidiary thereof, including but not limited to
Chief Executive Officer, without any additional compensation therefor other
than as specified in this Agreement. It is expected that on or about the first
(1st) anniversary of the Effective Date of this Agreement, the Board
shall appoint the Executive as Chief Executive Officer and the terms of this
Agreement shall continue to apply to Executive in that capacity. Executive
shall have responsibilities, duties and authority reasonably accorded to and
expected of such positions in similar businesses in the United States,
including and such responsibilities and duties required by the Bylaws of the
Company and reasonably assigned by the Board from time to time (the “Duties”).


 


3.2           Except as otherwise
expressly provided herein, Executive shall diligently execute such Duties and
shall devote his full time, skills and efforts to such Duties, subject to the
general supervision and control of the Board. 
Executive may engage in community and business activities (including
board service) customarily engaged in by chief executive officers.


 


4.             Compensation
and Benefits. The Company shall pay Executive, and Executive
accepts as full compensation for all services to be rendered to the Company,
the following compensation and benefits:


 


4.1           Base Salary. The
Company shall pay Executive a base salary of Four Hundred Thousand Dollars
($400,000) per year.  Base salary shall
be payable in equal 


 





















 


installments twice monthly or at more frequent
intervals in accordance with the Company’s customary pay schedule.  The Board shall annually consider increases
of Executive’s base salary and may periodically increase such base salary in
its discretion.


 


4.2           Additional
Compensation.  In addition to base
salary, the Company shall pay the following to Executive:


 


(a)           Special One-Time
Bonus.  The Company shall pay to
Executive a one-time bonus in connection with the completion of the Merger in
the amount equal to Two Hundred Thousand Dollars ($200,000), payable within 10
business days following the Effective Date of this Agreement.


 


(b)           Annual Bonus.  Executive will be entitled to a bonus of up
to fifty percent (50%) of annual base salary, payable annually, based on four
to six objectives set by the Company. The Company’s Compensation Committee of
the Board of Directors (“Compensation Committee”)
will obtain feedback from Executive before setting bonus objectives.


 


(c)           Long-Term Incentive
Compensation.  The Compensation
Committee will engage an outside compensation consultant to assist in the
development of a long-term incentive program (“LTIP”) for the Company, and
shall adopt, implement, and make awards under an LTIP within 180 days of the Effective
Date.  Executive shall receive LTIP
benefits of a type and at a level that is competitive with LTIP benefits
provided to chief executive officers of public companies of comparable size in
similar industries.  Any performance
criteria relating to the LTIP will be established by the Board of Directors,
taking into account input from Executive. The development of the LTIP will further take into consideration any and
all past benefits which Executive has received in determining any future
awards.


 


4.3           Equity Incentive
Compensation.


 


(a)           Stock Compensation.  On the Effective Date, the Company shall
issue to Executive, out of the allocation of shares otherwise to be issued to
the members of VBV LLC in connection with the Merger, 100,000 shares of the Company’s
common stock which shall be subject to terms and conditions similar to those
set out in the Company’s 2007 Equity Compensation Plan and related stock grant,
although such shares shall not be issued pursuant to the Company’s 2007 Equity
Compensation Plan.  Executive hereby
requests the Company to withhold a portion of these shares to cover applicable
income and employment tax withholding on the issuance of shares so that
Executive will receive fewer than 100,000 shares.  Accordingly, in lieu of issuing 100,000
shares of common stock, the Company shall issue a number of shares calculated
as follows:


 


·                  100,000 shares minus the number of
shares equal in value (based on the closing price of the stock on the Effective
Date) to the applicable income and employment tax withholding on a 100,000
share grant.


 


·                  For purposes of this calculation, the
stock shall be valued at 100,000 multiplied by the per share closing price of
the common stock on the Effective Date and the withholding rates used shall be
35% federal income tax, 3% state of Illinois income tax; 6.20% Social


 

















 


Security tax (up to the 2008 compensation limit of $102,000); and 1.45%
Medicare tax.  The Company shall pay the
dollar value of the withheld shares as withholding to applicable tax authorities.


 


(b)           Option Compensation.  On the Effective Date, Executive will be
granted an option exercisable for 150,000 shares of the Company’s common stock
at a strike price equal to the greater of (i) $10 per share or (ii) the
closing price of the Company’s common stock on the Effective Date.  The option shall be fully exercisable at
grant, shall terminate on the earlier of the ten (10) year anniversary of
the Effective Date or the 90th day after Executive’s termination of
employment for any reason, other than for death or disability, in which case
the grant shall terminate on the 366th day after death or
disability, and shall be subject to terms and conditions similar to those set
out in the Company’s 2007 Equity Compensation Plan and related stock option
grant, although the option shall not be issued pursuant to the Company’s 2007
Equity Compensation Plan.  Any shares
acquired upon exercise of the option shall be subject to the restrictions set
forth in Section 4.3(c).  In the
event that the closing stock price is greater than $10 per share on the
Effective Date, the Company shall pay Executive, within 10 business days
following the Effective Date, an amount in cash equal to:  (the closing price of the common stock on the
Effective Date minus $10) multiplied by 150,000.  In lieu of this additional cash payment, at
the Company’s option, the Company may issue to Executive a number of shares of
common stock equal in value, based on the closing price of the stock on the
Effective Date, to this amount.  Such
shares shall be subject to the restrictions set forth in Section 4.3(c).


 


(c)           Lock-Up Agreement.  Executive agrees that, except as provided in
Sections 4.3(c), (d) and (e) he will not transfer any shares of
common stock acquired on exercise of options awarded under Section 4.3(b) prior
to the third anniversary of the Effective Date. 
This provision shall not, however, prohibit Executive from transferring
such shares to any family members or to any trust, all of the beneficiaries of
which are the Executive or any family members provided that the shares remain
subject to the terms of this Section 4.3(c).  Executive’s shares acquired pursuant to the
exercise of the option granted pursuant to Section 4.3(b) shall be
held by the Company as nominee or by the Company’s transfer agent in book entry
form until the expiration of the restriction on transfer described in this Section 4.3(c).  Upon the expiration of such restriction, the
Company or its agent shall deliver to Executive one or more certificate(s) representing
such shares, or shall effectuate the issuance of such shares in another
mutually agreeable manner.


 


(d)           Change in Control.  All shares acquired upon exercise of stock
options awarded pursuant to Section 4.3(b) shall be released from the
restrictions in Section 4.3(c) in the event of a Change in Control
(as defined in the 2007 Equity Compensation Plan and clarified, for purposes of
this Agreement, to not include a decrease in collective ownership by Wilon
Holdings, S.A., Bioverda International Holdings Limited and Bioverda US
Holdings LLC below fifty-one percent (51%)) and in advance of a Change in
Control if necessary in order to permit Executive to tender, surrender or
transfer any such shares in connection with any transaction involving a Change
in Control of the Company.


 


(e)           Termination of
Employment.  In the event of
Executive’s termination of employment by the Company without Cause, by
Executive for Good Reason, death of Executive or termination due to disability
of Executive, all shares acquired upon exercise of stock options 


 





















 


awarded pursuant to Section 4.3(b) shall be
released from the restrictions in Section 4.3(c) upon Executive’s
termination of employment.


 


4.4           Additional Benefits.  Executive shall be permitted, during the
Term, if and to the extent eligible, to participate in any group life,
hospitalization or disability insurance plan, health or dental program, pension
plan, similar benefit plan or other so-called “fringe benefits” of the Company
made available to any senior executives. 
Coverage under the Company’s health and dental plan for Executive and
his eligible dependents shall be fully paid by the Company.


 


4.5           Vacation.  Executive shall be entitled to an aggregate
of up to four weeks leave for vacation for each calendar year during the Term
at full pay.  Executive agrees to give
reasonable notice of his vacation scheduling requests, which shall be allowed
subject to the Company’s reasonable business needs. No more than five (5) days
vacation may be carried over from one year to the next year.


 


4.6           Deductions.  The Company shall have the right to deduct
from the compensation due to Executive hereunder any and all sums required for
social security and withholding taxes and for any other federal, state or local
tax or charge which may be hereafter enacted or required by law as a charge on
the compensation of Executive.


 


5.             Business
Expenses. Executive may incur reasonable, ordinary and
necessary business expenses in the course of his performance of his obligations
under this Agreement. The Company shall reimburse Executive in accordance with
the Company’s business expense reimbursement policy.


 


6.             Relocation. Immediately upon the signing of
this Agreement, the Company (and VBV as set forth below) shall provide
relocation assistance to Executive for the purpose of facilitating Executive’s
move to Omaha, Nebraska pursuant to Section 1 above. Unless approved by
the Board in writing, no reimbursement by the Company to the Executive shall be
made absent a receipt from Executive detailing the relocation expense incurred
by the Executive.  All costs or expenses
described in this Section, incurred prior to the Closing Date, shall be borne
50% by the Company and 50% by VBV.  Following
the Closing Date, all costs or expenses described in this Section shall be
borne by the Company.


 


The following is a
non-exhaustive list of costs, which shall be reimbursed by the Company, as
described above:


 


·                  All fees for the hiring of a third
party executive relocation firm selected by Executive (“Relocation Firm”) to
handle the process;


 


·                  All fees related to the selling of
Executive’s residences in Naperville, Illinois and Woodbury, Minnesota;


 


·                  All costs associated with the
movement of household goods;


 


·                  All fees (including closing costs)
related to the purchase of a primary residence in Omaha, Nebraska; and


 


·                  All temporary living expenses for
Executive and Executive’s family in Omaha, Nebraska.


 





















 


In addition to the reimbursement of
relocation expenses incurred by Executive, the Company shall immediately upon
the signing of this Agreement, pay, as described above, the cost to purchase or
shall cause the Relocation Firm to purchase the Executive’s residences in
Naperville, Illinois and Woodbury, Minnesota at the relocation appraisal prices
determined by the Relocation Firm and shall reimburse Executive for any
negative difference in the relocation appraisal prices and the cost to
Executive of each residence, including any out-of-pocket improvements made by
Executive.  Executive shall be promptly
paid these amounts.


 


7.             Termination.


 


7.1           Termination
for Cause.  Executive’s employment
hereunder shall be terminable for Cause (as defined below) upon written notice
from the Company to Executive. As used in this Agreement, “Cause”
shall mean one of the following: (a) a material breach by Executive of the
terms of this Agreement, not cured within thirty (30) days from receipt of
notice from the Board of such breach, (b) conviction of or plea of guilty
or no contest to, a felony; (c) willful misconduct or gross negligence in
connection with the performance of Executive’s duties; or (d) willfully
engaging in conduct that constitutes fraud, gross negligence or gross
misconduct that results in material harm to the Company.  For purposes of this definition, no act, or
failure to act, on Executive’s part shall be considered “willful” unless done,
or omitted to be done, by Executive in knowing bad faith and without reasonable
belief that his action or omission was in, or not opposed to, the best
interests of the Company. 
Notwithstanding the foregoing, Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been delivered to
Executive a copy of a resolution duly adopted by the affirmative vote of not
less than three-quarters of the entire membership of the Board at a meeting of
the Board called and held for the purpose (after reasonable notice to executive
and an opportunity for Executive, together with his counsel, to be heard before
the Board), finding that in the good faith opinion of the Board executive was
guilty of the conduct set forth above in (a), (b), (c) or (d) of this
definition and specifying the particulars thereof in detail.  If the Company terminates Executive’s
employment for Cause, Executive shall be paid his salary and benefits through
the date of termination and, except as otherwise required by applicable law or
under any applicable and properly approved compensation plan or arrangement, no
other amounts shall be payable.


 


7.2           Termination without
Cause or for Good Reason.  The Company
may terminate Executive’s employment at any time for any reason (or no reason)
other than Cause, as determined by the Board and the Executive may terminate
Executive’s employment with the Company for Good Reason and resign any and all
positions as officer or director of the Company and any related companies. If
the Company terminates Executive’s employment without Cause or the Executive
terminates his employment for Good Reason:


 


(a)           The Company shall pay
the premiums for the continuation of coverage pursuant to COBRA under the
Company’s health and dental plan for Executive and his eligible dependents for
the period equal to the lesser of (1) one year following the final date of
Executive’s employment with the Company or (2) upon acceptance by
Executive of an offer of comparable employment from another employer;


 


(b)           The Company shall pay
within 10 business days after such termination: 
(1) an amount equal to one (1) time Executive’s full annual
base salary on the date of his 


 





















 


termination plus (2) an amount equal to the
greater of one times the maximum annual cash bonus that could be paid to
Executive for the year in which termination occurred or one times the average
bonus paid to Executive during the prior two years;


 


(c)           All options and other
equity awards, whether made pursuant to this agreement or otherwise, shall
become fully vested and released from any restrictions on transfer upon such
termination; and


 


(d)           At Executive’s request,
if Executive relocates beyond fifty (50) miles from Omaha within six (6) months
of termination (as set forth in Section 7.2), the Company shall (1) purchase,
or shall cause the Relocation Firm to purchase, Executive’s principal residence
in Omaha, Nebraska at the relocation appraisal price determined by the
Relocation Firm and shall reimburse Executive for any negative difference in
the relocation appraisal price and the cost of such residence to Executive,
including any out-of-pocket improvements made by Executive and (2) pay the
costs associated with the movement of Executive’s household goods to a location
selected by Executive within 500 miles of Omaha, Nebraska.


 


As used in this Agreement, “Good Reason”
shall mean any of the following if the same occurs without Executive’s express
written consent:  (a) a material diminution
in Executive’s base salary as described in Section 4.1, which for such
purposes shall be deemed to exist with a reduction of greater than fifteen
percent (15%) ; (b) a material diminution in Executive’s authority,
Duties, or responsibilities; (c) a material diminution in the authority,
duties, or responsibilities of the person to whom Executive is required to
report; (d) a material change in the geographic location at which
Executive must perform the services pursuant to Section 1 (for this
purpose, any relocation of more that 50 miles shall be deemed a material change
following a Change in Control as defined in Section 4.3(d)); (e) any
material reduction or other adverse change in Executive’s benefits under any
applicable and properly approved compensation plan or arrangement without the
substitution of comparable benefits; (f) if Executive is not appointed
Chief Executive Officer within twenty four (24) months of the Effective Date
hereof; or (g) any other action or inaction that constitutes a material
breach by the Company under this Agreement. To terminate for Good Reason, an
Executive must incur a termination of employment on or before the second (2nd) anniversary of the initial existence of the condition.


 


Executive shall be required to provide notice to the Company of the
existence of any of the foregoing conditions within 90 days of the initial
existence of the condition, upon the notice of which the Company shall have a
period of 30 days during which it may remedy the condition.


 


7.3           Termination by
Executive Without Good Reason.  If
Executive terminates without Good Reason, then Executive will be required to
give the Company at least six (6) months notice.  If Executive terminates without Good Reason
then Executive will be paid his salary and benefits through the date of
termination and, except as otherwise required by applicable law, no other
amounts shall be payable except as provided under any applicable and properly
approved compensation plan or arrangement.


 


7.4           Section 280G
Adjustments.  In the event that the
severance benefits provided the Executive as described in Section 7.2 and
all other benefits provided for in this Agreement or otherwise payable to the
Executive (excluding for this purpose any payments that 


 





















 


may be made under this section) (the “Company Payments”) constitute “parachute
payments” within the meaning of Section 280G of the Code, and will be
subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall
pay to the Executive, at the time specified in paragraph (i) below, an
additional amount (the “Gross-Up Payment”)
such that the net amount retained by the Executive, after deduction of any
Excise Tax on the Company Payments and any payments made pursuant to this
section and after deduction of any U.S. federal, state and local income or
payroll tax on the payments made pursuant to this section, shall be equal to
the Company Payments. For purposes of calculating the Gross-Up Payment, the
Executive shall be deemed to pay income taxes at the highest applicable
effective federal, state and local income tax marginal rates for the calendar
year in which the Gross-Up Payment is to be made.


 


(i)            Unless
the Company and the Executive otherwise agree in writing, the determination of
the Executive’s Excise Tax liability and the amount required to be paid under
this section shall be made promptly in writing by the Company’s independent
public accountants or such other tax experts as reasonably agreed to by the
Company and the Executive (the “Accountants”)
and such amount shall be paid to the Executive promptly, and in any event
within 10 days after such determination. In the event that the Excise Tax
incurred by the Executive is determined by the Internal Revenue Service to be
greater or lesser than the amount so determined by the Accountants, the Company
and the Executive agree to promptly pay such differential as the Accountants
reasonably determine is appropriate, including interest and any tax penalties,
to the other party.  For purposes of making
the calculations required by this section, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
interpretations of the Code for which there is “substantial authority” tax
reporting position. The Company and the Executive shall furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this section. The Company shall
bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this section. 
For purposes of the computations herein, the Accountants shall assume
that the Executive’s income is subject to income taxes at the highest
applicable effective Federal, state and local income tax marginal rates for the
calendar year for which a particular computation relates.


 


(ii)           In the
event of any proposed adjustment with the Internal Revenue Service (or other
applicable taxing authority) with respect to the Excise Tax which would result
in an increase in the amount of the Gross-Up Payment, the Executive shall
permit the Company to control the issues related to the Excise Tax (at the
Company’s expense), provided that such issues do not potentially adversely
affect the Executive.  In the event
issues are interrelated, the Executive and the Company shall in good faith
cooperate so as to not jeopardize resolution of either issue.  In the event of any conference with any
taxing authority as to the Excise Tax or associated income taxes, the Executive
shall permit the representative of the Company to accompany the Executive and
the Executive’s representative shall cooperate with the Company and its
representative.


 


7.5           Effect of
Termination.  In the event Executive’s
employment is terminated, all obligations of the Company and all obligations of
Executive shall cease except 


 





















 


that (a) the terms of this Section 7 and of
Sections 8 through 22 below shall survive such termination and (b) the
Company shall continue to be obligated to fulfill its obligations pursuant to Section 4,
5 and 6 to the extent they have not been satisfied as of the date of such
termination. Executive acknowledges that, upon termination of his employment,
he is entitled to no other compensation, severance or other benefits other than
those specifically set forth in this Agreement, except to the extent provided
in any applicable compensation plan or arrangement.


 


8.             Covenant
Not to Compete; Nonsolicitation.


 


8.1           Covenant.  Executive hereby agrees that, while he is
employed or engaged by the Company as either an employee or as a consultant
pursuant to this Agreement, and, in any event, for the one (1)-year period
following Executive’s termination of employment for any reason, he will not
directly or indirectly compete (as defined in Section 8.2 below) with the
Company in any geographic area in which the Company does or has done business.


 


8.2           Direct and Indirect
Competition.  As used herein, the
phrase “directly or indirectly compete”
shall mean owning, managing, operating or controlling, or participating in the
ownership, management, operation or control of, or being connected with or
having any interest in, as a stockholder, director, officer, employee, agent,
consultant, assistant, advisor, sole proprietor, partner or otherwise, any
business (other than the Company’s) engaged in the production, marketing, sale
or distribution of ethanol, provided, however, that this prohibition shall not
apply to ownership of less than one percent (1%) of the voting stock in
companies whose stock is traded on a national securities exchange or in the
over-the-counter market.


 


8.3           Nonsolicitation.  Executive hereby agrees that while he is
employed or engaged by the Company as either an employee or as a consultant
pursuant to this Agreement, and, in any event, during the one (1)-year period
following Executive’s termination of employment for any reason, he will not
directly or indirectly solicit or attempt to solicit any customer, vendor or
distributor of the Company, other than for the Company, with respect to any
product or service being furnished, made or sold by the Company at any time
during Executive’s employment with the Company. 
Executive further agrees that during such time period, Executive shall
not, directly or indirectly, solicit, encourage or attempt to solicit any of
the executives, managers or employees who are employed by the Company on his
termination date to become executives, manages or employees of any other person
or entity with which Executive is affiliated.


 


9.             Confidential
Information.  Executive
acknowledges that during his employment or consultancy with the Company he will
develop, discover, have access to and/or become acquainted with technical,
financial, marketing, personnel and other information relating to the present
or contemplated products or the conduct of business of the Company which is of
a confidential and proprietary nature (“Confidential Information”).
Executive agrees that all files, records, documents and the like relating to
such Confidential Information, whether prepared by him or otherwise coming into
his possession, shall remain the exclusive property of the Company, and
Executive hereby agrees to promptly disclose such Confidential Information to
the Company upon request and hereby assigns to the Company any rights which he
may acquire in any Confidential Information. Executive further agrees not to
disclose or use any Confidential Information and to use his best efforts to
prevent the disclosure or use of any Confidential 


 





















 


Information either during the term of his employment
or consultancy or at any time thereafter, except as may be necessary in the
ordinary course of performing his duties under this Agreement. Upon termination
of Executive’s employment or consultancy with the Company for any reason, (a) Executive
shall promptly deliver to the Company all materials, documents, data, equipment
and other physical property of any nature containing or pertaining to any
Confidential Information, and (b) Executive shall not take from the
Company’s premises any such material or equipment or any reproduction thereof.


 


10.           Inventions.


 


10.1         Disclosure of
Inventions.  Executive hereby agrees
that if he conceives, learns, makes or first reduces to practice, either alone
or jointly with others, any “Employment Inventions”
(as defined in Section 10.3 below) while he is employed by the Company,
either as an employee or as a consultant, he will promptly disclose such
Employment Inventions to the Board or to any other Company officer designated
by the Board.


 


10.2         Ownership, Assignment
Assistance and Power of Attorney. 
All Employment Inventions shall be the sole and exclusive property of
the Company, and the Company shall have the right to use and to apply for
patents, copyrights or other statutory or common law protection for such
Employment Inventions in any country. Executive hereby assigns to the Company
any rights which he may acquire in such Employment Inventions. Furthermore,
Executive agrees to assist the Company in every proper way at the Company’s
expense to obtain patents, copyrights and other statutory or common law
protections for such Employment Inventions in any country and to enforce such
rights from time to time. Specifically, Executive agrees to execute all
documents as the Company may desire for use in applying for and in obtaining or
enforcing such patents, copyrights and other statutory or common law
protections together with any assignments thereof to the Company or to any
person designated by the Company. Executive’s obligations under this Section 10
shall continue beyond the termination of his employment under this Agreement,
but the Company shall compensate Executive at a reasonable rate after any such
termination for the time which Executive actually spends at the Company’s
request in rendering such assistance. In the event the Company is unable for
any reason whatsoever to secure Executive’s signature (after reasonable
attempts to do so) to any lawful document required to apply for or to enforce
any patent, copyright or other statutory or common law protections for such
Employment Inventions, Executive hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as his agents and
attorneys-in-fact to act in his stead to execute such documents and to do such
other lawful and necessary acts to further the issuance and prosecution of such
patents, copyrights or other statutory or common law protection, such documents
or such acts to have the same legal force and effect as if such documents were
executed by or such acts were done by Executive.


 


10.3         Employment Inventions.  The definition of “Employment
Invention” as used herein is as follows: “Employment
Invention” means any invention or part thereof conceived,
developed, reduced to practice, or created by Executive which is: (a) conceived,
developed, reduced to practice, or created by Executive: (i) within the
scope of his employment; (ii) on the Company’s time; or (iii) with
the aid, assistance, or use of any of the Company’s property, equipment,
facilities, supplies, resources, or intellectual property; (b) the result
of any 


 





















 


work, services, or duties performed by Executive for
the Company; (c) related to the industry or trade of the Company; or (d) related
to the current or demonstrably anticipated business, research, or development
of the Company.


 


10.4         Exclusion of Prior
Inventions.  Executive has identified
on Exhibit A attached hereto a
complete list of all inventions which Executive has conceived, learned, made or
first reduced to practice, either alone or jointly with others, prior to
employment with the Company and which Executive desires to exclude from the
operation of this Agreement. If no inventions are listed on Exhibit A, Executive represents that he has made no
such inventions at the time of signing this Agreement.


 


10.5         Inventions of Third
Parties.  Executive shall not
disclose to the Company, use in the course of his employment, or incorporate
into the Company’s products or processes any confidential or proprietary
information or inventions that belong to a third party, unless the Company has
received authorization from such third party and Executive has been directed by
the Board to do so.


 


11.           Compliance
with Section 409A of the Code. 
Notwithstanding any provision in this Agreement to the
contrary, this Agreement shall be interpreted, construed and conformed in
accordance with Section 409A of the Code and regulations and other
guidance issued thereunder. If, on the date of Executive’s separation from
service (as defined in Treasury Regulation §1.409A-1(h)), Executive is a
specified employee (as defined in Code Section 409A and Treasury
Regulation §1.409A-1(i)), no payment shall be made under this Agreement at any
time during the 6-month period following the Employee’s separation from service
of any amount that results in the “deferral of compensation” within the meaning
of Treasury Regulation §1.409A-1(b), after application of the exemptions
provided in Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) and
(v), and any amounts otherwise payable during such 6-month period shall be paid
in a lump sum on the first payroll payment date following expiration of such
6-month period.


 


12.           No
Conflicts.  Executive
hereby represents that, to the best of his knowledge, his performance of all
the terms of this Agreement and his work as an employee or consultant of the
Company does not breach any oral or written agreement which he has made prior
to his employment with the Company.


 


13.           Equitable
Remedies.  Executive
acknowledges and agrees that the breach or threatened breach by him of certain
provisions of this Agreement, including without limitation Sections 8, 9 or 10
above, would cause irreparable harm to the Company for which damages at law
would be an inadequate remedy. Accordingly, Executive hereby agrees that in any
such instance the Company shall be entitled to seek injunctive or other
equitable relief in addition to any other remedy to which it may be entitled.


 


14.           Assignment.  This Agreement is for the unique personal
services of Executive and is not assignable or delegable in whole or in part by
Executive without the consent of the Board. This Agreement may be assigned or
delegated in whole or in part by the Company and, in such case, the terms of
this Agreement shall inure to the benefit of, be assumed by, and be binding
upon the entity to which this Agreement is assigned.


 





















 


15.           Waiver
or Modification.  Any
waiver, modification or amendment of any provision of this Agreement shall be
effective only if in writing in a document that specifically refers to this
Agreement and such document is signed by the parties hereto.


 


16.           Entire
Agreement.  This
Agreement constitutes the full and complete understanding and agreement of the
parties hereto with respect to the specific subject matter covered herein and
therein and supersede all prior oral or written understandings and agreements
with respect to such specific subject matter.


 


17.           Severability.  If any provision of this Agreement is found
to be unenforceable by a court of competent jurisdiction, the remaining
provisions shall nevertheless remain enforceable in full force and effect, and
the court making such determination shall modify, among other things, the
scope, duration, or geographic area of such affected provision to preserve the
enforceability thereof to the maximum extent then permitted by law.


 


18.           Notices.  All notices thereunder shall be in writing
addressed to the respective party as set forth below and may be personally
served, sent by facsimile transmission, sent by overnight courier service, or
sent by United States mail, return receipt requested. Such notices shall be
deemed to have been given: (a) if delivered in person, on the date of
delivery; (b) if delivered by facsimile transmission, on the date of
transmission if transmitted by 5:00 p.m. (local time, Omaha, Nebraska) on
a business day or, if not, on the next succeeding business day; provided that a
copy of such notice is also sent the same day as the facsimile transmission by
any other means permitted herein; (c) if delivered by overnight courier,
on the date that delivery is first attempted; or (d) if by United States
mail, on the earlier of two (2) business days after depositing in the
United States mail, postage prepaid and properly addressed, or the date
delivery is first attempted. Notices shall be addressed as set forth as set
forth on the signature page hereof, or to such other address as the party
to whom such notice is intended shall have previously designated by written
notice to the serving party. Notices shall be deemed effective upon receipt.


 


19.           Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nebraska, without reference to the
choice of law provisions thereof.


 


20.           Attorneys’
Fees.  In the event an
action or proceeding is brought by any party under this Agreement to enforce or
construe any of its terms, the party that prevails by enforcing this Agreement
shall be entitled to recover, in addition to all other amounts and relief, its
reasonable costs and attorneys’ fees incurred in connection with such action or
proceeding.


 


21.           Construction.
Whenever the context requires, the singular shall include the plural and the
plural shall include the singular, the whole shall include any part thereof,
and any gender shall include all other genders. The headings in this Agreement
are for convenience only and shall not limit, enlarge, or otherwise affect any
of the terms of this Agreement. Unless otherwise indicated, all references in
this Agreement to sections refer to the corresponding sections of this
Agreement. This Agreement shall be construed as though all parties had drafted
it.


 


22.           Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same 


 





















 


agreement. Counterparts and signatures transmitted by
facsimile shall be valid, effective and enforceable as originals.


 





















 


IN WITNESS WHEREOF,
Executive has signed this Agreement personally and the Company has caused this
Agreement to be executed by its duly authorized representative.


 


“Company”:


 


GREEN
PLAINS RENEWABLE ENERGY, INC.


 


 


	
  By:

  	
  //s// Wayne Hoovestol

  	
   

  
	
  Name:

  	
  Wayne Hoovestol

  	
   

  
	
  Title:
  Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
  Green Plains Renewable
  Energy, Inc.

  	
   

  
	
  Attn: Board of Directors

  	
   

  
	
  103 N. 31st
  Ave. Suite 105

  	
   

  
	
  Omaha NE 68131

  	
   

  
	
   

  	
   

  
	
  “Executive”:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  //s// Todd Becker

  	
   

  
	
  Todd Becker, individually

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  
	
  706 Loomis

  	
   

  
	
  Naperville, IL 60563

  	
   

  
				



 

















 


EXHIBIT
A


 


EXCLUDED
INVENTIONS


 


None


 


14

















 


CONSENT


 


                VBV LLC has reviewed the Employment Agreement by and
between Green Plains Renewable Energy, Inc. and Todd Becker dated July 1,
2008 and hereby consents to the Employment Agreement and the terms contained
therein.


 


	
  VBV LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  //s// Michael Walsh

  	
   

  
	
  Name:

  	
  Michael
  Walsh

  	
   

  
	
  Title:

  	
  Director

  	
   

  
					



 


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