agmtstuewe.htm


     

    


    
      
        
           
EXHIBIT 10.01

        

        
           


          
            

          

        

        
           


        

      

    

     

     

    
      AMENDED AND
RESTATED

       

      EMPLOYMENT
AGREEMENT

       

       

       

       

      This Amended and Restated Employment
Agreement (this “Agreement”), dated as
of January 1, 2009 (the “Effective Date”), is entered into by and between
DARLING INTERNATIONAL INC., a Delaware corporation (“Employer” or the
“Company”), and
RANDALL C. STUEWE (“Employee”).

       

       

      WHEREAS, Employee and Employer
previously entered into that certain Employment Agreement, dated as of February
3, 2003, as amended by Amendment No. 1, dated as of July 1, 2003, and
Amendment No. 2, dated as of October 13, 2006 (collectively, the “Prior Employment
Agreement”);

       

       

      WHEREAS, Employer desires to employ
Employee and Employee desires to be employed by Employer, under the terms and
pursuant to the conditions set forth herein; and

       

       

      WHEREAS, this Agreement amends,
restates and supersedes the Prior Employment Agreement in its
entirety.

       

       

      NOW, THEREFORE, for and in
consideration of the mutual covenants, agreements, understandings, undertakings,
representations, warranties and promises hereinafter set forth, and intending to
be legally bound thereby, the parties hereto agree as follows:

       

      1. Employment as Chairman and
Chief Executive Officer.  Employer hereby engages Employee, and
Employee hereby agrees, to serve as Employer’s chairman and chief executive
officer during the Employment Period (as defined below), upon the terms and
subject to the conditions set forth in this Agreement.  While serving
as chairman and chief executive officer, Employee shall carry out such duties as
are assigned by Employer’s Board of Directors (the “Board”), which are
consistent with Employee’s position as chairman and chief executive officer, and
shall have full authority to manage the business of Employer subject to the
direction of the Board.

      


      2. Director.  Employer
hereby agrees to appoint Employee to a vacant position on the Board and
thereafter to nominate Employee for election to the Board at each annual meeting
of the stockholders of Employer held during the Employment
Period.  Employee hereby agrees to serve as a director during the
Employment Period.  The Board agrees to elect Employee as Chairman of
the Board immediately upon Employee’s appointment to the
Board.  Employer now provides, and agrees to use all reasonable
efforts to continue to provide, at its expense, directors and officer’s
liability insurance (“D and O”) with limits
of not less than $30 million at all times during the Employment Period, provided
that if the Board determines that such “D and O” coverage cannot be obtained at
reasonable cost, Employee may elect to voluntarily terminate his
employment.

       

       

      
        
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      3. Base
Salary.  Employee shall receive a minimum base salary of
$675,000 per annum during the Employment Period as compensation for the services
contemplated hereby, payable in accordance with Employer’s payroll policy for
senior executive employees (the “Base
Salary”).  A copy of said policy has been provided to Employee
prior to execution of this Agreement.  Employer’s Compensation
Committee will review the Base Salary annually and increase the Base Salary as
appropriate to ensure that Employee’s compensation is commensurate with
compensation paid to like employees in the industry.  In no event
shall the Base Salary be reduced during the Employment Period.

      


      4. Employment
Period.  “Term” means the
period beginning January 1, 2009 and extending through December 31, 2009;
provided, however, that the Term shall automatically extend for successive one
(1) year periods after December 31, 2009 (last day of the original Term), unless
Employee’s employment (and therefore the Term) is earlier terminated (i) by
Employer without Cause on not less than thirty (30) days prior notice to
Employee, (ii) by Employer in accordance with Section 10(a) or (b) hereof, or
(iii) by Employee for Good Reason (as hereinafter defined) in accordance with
Section 10(c) hereof.  The term “Employment Period”
means all times during which Employee is employed by Employer, commencing on the
date of this Agreement and continuing throughout the Term and any extensions
thereof.

      


      5. Exclusive Services; Employee
Representations.

      


      (a) During
the Employment Period, Employee shall at all times faithfully, industriously and
to the best of his ability, experience and talent, perform all of the duties of
chief executive officer and shall devote all of his business time and efforts to
the performance of such duties and to the promotion of the interests and
business of Employer; provided, however, Employee may
devote time to personal and family investments to the extent that such
investments do not conflict with Employer’s business or interfere with the
performance of Employee’s duties under this Agreement.  The existence
of such a conflict shall be determined in good faith by the Board.

      


      (b) Employee
represents and warrants to Employer that (i) Employee is under no contractual or
other restriction or obligation that is inconsistent with the execution of this
Agreement, the performance of his duties hereunder, or the other rights of
Employer hereunder and (ii) Employee is under no physical or mental disability
that would hinder the performance of his duties under this
Agreement.  Employee agrees to conform to any standard testing program
that Employer requires for all of its employees.

      


      6. Place of
Performance.  Employee shall perform his duties hereunder
principally at Employer’s corporate headquarters in Irving, Texas, or such other
location within the Dallas/Fort Worth metropolitan area as may be designated by
the Board from time to time.  However, Employee shall also render
services at such other place or places within or without the United States as
necessary for the effective management of Employer.  If Employee is
required to render such services at a location away from corporate headquarters
in Irving, Texas, or such other location within the Dallas/Fort Worth
metropolitan area as may be designated by the Board from time to time, Employer
shall furnish first class transportation and living expenses as may be
reasonably required for Employee.

       

      
         

        
          
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      7. Options.

      


      (a) On the
initial approval by the Board of Directors or Compensation Committee of the
first iteration of the Agreement (prior to any amendments) (the “Approval Date”),
Employer granted Employee stock options (the “Management Options”)
to purchase 250,000 shares of Employer’s common stock (at an option exercise
price equal to 100% of the Fair Market Value of Employer’s common stock on the
Approval Date pursuant to the terms of Employer’s 1994 Flexible Stock Option
Plan, as amended (the “Option Plan”), and of
the applicable stock option agreement under the Option Plan), with 62,500 of
such Management Options immediately exercisable and 62,500 of such Management
Options exercisable on a cumulative basis from and after each of the first,
second and third anniversary of the commencement of the Approval Date (so that
an aggregate of 250,000 Management Options became exercisable by the third
anniversary of the Approval Date).

      


      (b) At the
commencement of the term of the Prior Employment Agreement (the “Prior Term”),
Employer granted Employee 250,000 additional Management Options at an option
exercise price equal to 100% of the Fair Market Value of Employer’s common stock
on the date of commencement of the Prior Term, pursuant to the terms of the
Option Plan and of the stock option agreement under the Option Plan, with 62,500
of such Management Options immediately exercisable and 62,500 of such Management
Options exercisable on the first, second and third anniversary of the
commencement of the Prior Term (so that an aggregate of 250,000 of such
Management Options became exercisable by the third anniversary of the
commencement of the Prior Term).

      


      (c) The
Management Options shall be “incentive stock options” to the maximum extent
permitted under Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).

      


      8. Bonus.

      


      (a) During
the Employment Period, Employee shall be entitled to participate in an employee
bonus plan as established from time to time by the Board (the “Bonus Plan”) and
shall be entitled to receive a bonus (the “Bonus”) paid in
accordance with performance targets established annually by the Compensation
Committee in consultation with the Employee; provided, however, that if no
Bonus compensation metric has been approved by the Compensation Committee for a
given year, the calculated Bonus shall be paid based upon the prior year’s
metric.

       

      
         

        
          
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      (b) Except as
provided in Section 11 of this Agreement, Employee shall not be entitled to a
Bonus for any fiscal year unless Employee is employed on the last day of such
fiscal year or it shall be determined by arbitration under Section 14 that
Employer wrongfully discharged Employee.

      


      Nothing
contained in this Section 8 shall be construed as limiting the ability of
Employee to receive a special bonus out of a bonus pool established by Employer
based upon the net proceeds to Employer’s stockholders from the sale of the
entire company or otherwise.

      


      9. Employee
Benefits.

      


      (a) During
the Employment Period, Employee shall be entitled to participate in any employee
benefit plans or programs that Employer has or shall establish in the future for
other senior executive employees of Employer, in each case to the extent that
Employee is eligible under the terms of such plans or programs.

      


      (b) During
the Employment Period, Employee shall be entitled to receive an allowance of
$2,000.00 (Two Thousand Dollars) per month for the exclusive purpose of
purchasing or leasing a new automobile of his choice.  Employer shall
pay or reimburse Employee for all insurance premiums for both casualty and
liability exposure for the vehicle.  Employer shall pay or reimburse
Employee for all operational expenses, fuel, registration and taxes in said
vehicle.

      


      (c) During
the Employment Period, Employee shall be entitled to reimbursement for all
ordinary and necessary business expenses incurred by Employee in connection with
the performance of his duties hereunder subject to submission of appropriate
documentation thereof in compliance with such policies and procedures relating
thereto as Employer may adopt from time to time.

      


      (d) During
the Employment Period, Employee will accrue and be entitled to use up to four
weeks of vacation each year, at full pay, in accordance with Employer’s vacation
policy in effect from time to time.

      


      (e) Any
reimbursements made to Employee pursuant to this Agreement or otherwise shall be
paid no later than the last day of the calendar year following the calendar year
in which the expense was incurred.

      


      10. Termination.

      


      (a) Death or Disability of
Employee.  If Employee dies or becomes disabled during the
Employment Period, the Employment Period shall automatically
terminate.  For these purposes, Employee shall be deemed “Disabled” if
Employee shall become physically or mentally incapacitated or disabled or
otherwise unable fully to discharge Employee’s duties hereunder for a period of
ninety (90) consecutive calendar days or for one hundred twenty (120) calendar
days in any one hundred eighty (180) calendar-day period (“Disability”).  A
determination of Disability shall be made by a physician satisfactory to both
Employee and Employer; provided, however, that if
Employee and Employer do not agree on a physician, Employee and Employer shall
each select a physician and these two physicians shall together select a third
physician, and the determination by a majority of the three physicians as to
Disability shall be binding on all parties.

       

      
         

        
          
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      (b) Termination by Employer for
Cause.  The Employment Period may be terminated by Employer at
any time for Cause.  For the purposes of this Agreement, “Cause” shall mean:


       

      (i) Employee’s
breach of any of the covenants contained in Section 12 of this
Agreement;

      


      (ii) Employee’s
conviction by, or entry of a plea of guilty or nolo contendere in, a court
of competent and final jurisdiction for any crime (whether felony or
misdemeanor) involving moral turpitude or punishable by imprisonment in the
jurisdiction involved;

       

      (iii) Employee’s
commission of any crime, act of fraud, embezzlement or theft upon or against (x)
Employer in connection with his duties with Employer or in the course of his
employment with Employer or otherwise, or (y) any third party whether prior to
or subsequent to the date hereof;

      


      (iv) Employee’s
continuing repeated failure or refusal to perform Employee’s duties as required
by this Agreement (including, without limitation, Employee’s inability to
perform Employee’s duties hereunder as a result of chronic alcoholism or drug
addiction and/or as a result of any failure to comply with any laws, rules or
regulations of any governmental entity with respect to Employee’s employment by
Employer), provided that termination of Employee’s employment pursuant to this
subsection (iv) shall not constitute valid termination for Cause unless Employee
shall have first received written notice from the Board stating with specificity
the nature of such failure or refusal and affording Employee at least fifteen
(15) days to correct the act or omission complained of; or

       

      (v) gross
negligence, insubordination, material violation by Employee of any duty of
loyalty to Employer or any other material misconduct on the part of Employee,
provided that termination of Employee’s employment pursuant to this subsection
(y) shall not constitute valid termination for Cause, unless Employee shall have
first received written notice from the Board stating with specificity the nature
of such failure or refusal and affording Employee at least fifteen (15) days to
correct the act or omission complained of.

       

      
         

        
          
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      (c) Termination by Employer
without Cause; Employee Resignation for Good Reason.  At any
time during the Employment Period, Employer may terminate Employee’s employment
without Cause, or Employee may resign for Good Reason (as defined below), by
giving written notice of termination, subject to the severance and other payment
obligations set forth herein upon termination of the Employment
Period.

      


      (i) “Good Reason” shall
mean, without the Employee’s consent, the occurrence of any of the following
events or actions, provided that (except as set forth in clause (c)(i)(6) of
this definition) no finding of Good Reason shall be effective unless and until
the Employee has provided the Employer, within sixty (60) calendar days of
becoming aware of the facts and circumstances underlying the finding of Good
Reason, with written notice thereof in accordance with Section 17(d) below
stating with specificity the facts and circumstances underlying the finding of
Good Reason and, if the basis is capable of being cured by the Employer,
providing the Employer with an opportunity to cure the same within thirty (30)
calendar days after receipt of such notice in accordance with Section
17(d):

      


      (1) any
material reduction in Employee’s Base Salary;

      


      (2) assignment
to Employee of substantial duties materially inconsistent with Employee’s
position as chief executive officer or experience, or demotion to a lesser
position;

      


      (3) any
failure to nominate the Employee to the Board or removal of the Employee from
the Board (other than for cause or because of legal or regulatory
requirements);

      


      (4) Employer’s
failure to pay or provide any amount of compensation or any material benefit
which is due, owing and payable pursuant to the terms hereof or of any written
plan, program, arrangement or policy of Employer;

      


      (5) a
material increase in the indebtedness of Employer over Employee’s objection;
or

      


      (6) Employee’s
resignation within ninety (90) days following a Change of Control of Employer
(as defined below).

      


      11. Severance
Payments.

      


      (a) Termination upon
Death.  In the event Employee’s employment with the Employer
terminates as a consequence of the Employee’s death, Employee’s designated
beneficiary shall be entitled to receive the following amounts:

      


      (i) accrued
but unpaid Base Salary through the date of termination, in a lump sum payment,
within thirty (30) days of termination;

      


      (ii) earned
but unpaid Bonus for a completed fiscal year in a lump sum payment, within
thirty (30) days of termination;

       

      
         

        
          
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      (iii) un-reimbursed
business expenses and accrued vacation pay owed to the Employee, in a lump sum
payment, within thirty (30) days of termination;

      


      (iv) amounts
arising pursuant to Employee’s participation in, or benefits under, any employee
benefit plans, programs or arrangements, payable in accordance with the terms
and conditions of such employee benefit plans, programs or arrangements (amounts
set forth in (i) through (iv) hereinafter referred to as “Accrued
Entitlements”); and

      


      (v) death
benefits equal to two (2) times Employee’s then-effective Base Salary from a
group life insurance policy maintained by Employer at its sole
expense.

      


      (b) Termination upon
Disability.  In the event Employee’s employment with the
Employer terminates as a consequence of the Employee’s Disability, Employee
shall be entitled to receive payments equal to the Accrued Entitlements (in
accordance with the timing set forth in the definition thereof).

      


      (c) Upon
Employee’s being deemed Disabled during the Employment Period, Employee or his
legal representatives shall be entitled to receive ten-thousand dollars
($10,000) per month until age 65 under a group disability policy maintained by
Employer at its sole expense.

      


      (d) Termination for Cause,
Resignation without Good Reason.  If Employer terminates
Employee’s employment for Cause or Employee resigns without Good Reason, then
the Employee shall be entitled to receive payments equal to the Accrued
Entitlements (in accordance with the timing set forth in the definition
thereof); provided, further, that: (i) if
Employee shall dispute the Board’s termination for Cause, pending resolution of
such dispute by arbitration in accordance with Section 14 hereof, Employer shall
continue to pay Employee the amounts described in Section 3,  subject
to Employee’s agreement to repay such amounts (the “Repayment
Obligation”) in the event the results of such arbitration shall justify
the Board’s determination, and (ii) pending final disposition of any criminal or
civil proceeding against Employee, Employer may suspend Employee but shall
continue to pay the amounts described herein, subject to the Repayment
Obligation.

      


      (e) Termination without Cause;
Resignation for Good Reason.  If Employer terminates Employee’s
employment during the Employment Period without Cause, or the Employee resigns
for Good Reason other than following a Change of Control as set forth in Section
11(f) (“Termination
without Cause”), Employer shall pay to the Employee:

      


      (i) his
Accrued Entitlements (in accordance with the timing set forth in the definition
thereof);

       

      
         

        
          
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      (ii) a lump
sum payment within thirty (30) days of the date of termination equal to two (2)
times Employee’s Base Salary at the highest rate in effect in the preceding
twelve (12) months;

      


      (iii) an amount
equal to the Bonus that would be earned on the Termination Date based on the
Employer’s performance on such date, provided that Employer has met or exceeded
the performance target for that year as of the date of termination payable at
the time Bonus amounts are customarily paid to employees of the Employer, but in
no event later than the 15th day of the third month after the end of year in
which the termination occurs;

      


      (iv) continuing
coverage under Employer’s then-existing health and dental insurance for
Employee, his spouse and dependent children (if any), for a period of two (2)
years; provided, however, to the
extent such coverage cannot be provided under the Employer's health or welfare
plans without jeopardizing the tax status of such plans, for underwriting
reasons or because of the tax impact on Employee, the Company shall pay
Executive each month during such two (2) year period an amount equal to the
COBRA continuation coverage premium under the Employer's group medical plans
less the amount of the Employee's portion of the premium as if Executive was an
active employee (the “Cash Equivalent
Payments”) along with a full tax gross up with respect to the Cash
Equivalent Payments so Employee has no after tax consequences with respect to
the Cash Equivalent Payments and related tax gross up (provided such payments
shall cease upon the Employee becoming employed by another employer and eligible
for medical coverage with such employer);

      


      (v) reimbursement
of reasonable relocation expenses from the Dallas/Fort Worth metropolitan area
to Monterey, California, which reimbursement shall be limited to realtor’s fees
and closing costs for the sale of Employee’s Texas home and reasonable costs of
moving Employee’s household goods from the Dallas/Fort Worth metropolitan area
to Monterey, California; and

      


      (vi) within
thirty (30) days of the date of termination, an amount equal to the pension plan
benefit that would have accrued to the account of Employee under the Employer’s
salaried employees’ pension plan for the two (2)-year period following
termination, assuming for purposes of such calculation that Employee’s annual
compensation during such period is equal to his Base Salary at the highest rate
in effect for the preceding twelve (12) months prior to
termination.

      


      (f) Termination upon a Change of
Control of Employer.  If Employer terminates Employee’s
employment during the Employment Period without Cause within twelve (12) months
following a Change of Control, or the Employee resigns for Good Reason within
ninety (90) days following a Change of Control (“Termination upon a Change of
Control”), Employer shall pay Employee:

       

      
         

        
          
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      (i) his
Accrued Entitlements (in accordance with the timing set forth in the definition
thereof);

      


      (ii) a lump
sum payment within thirty (30) days of the date of termination equal to three
(3) times the Employee’s annual Base Salary at the highest rate in effect in the
preceding twelve (12) months;

      


      (iii) an amount
equal to the Bonus that would be earned on the Termination Date based on the
Employer’s performance on such date, provided that Employer has met or exceeded
the performance target for that year as of the date of termination payable at
the time Bonus amounts are customarily paid to employees of the Employer, but in
no event later than the 15th day of the third month after the end of year in
which the termination occurs;

      


      (iv) continuing
coverage under Employer’s then-existing health and dental insurance for
Employee, his spouse and dependent children (if any), for a period of three (3)
years; provided, however, to the
extent such coverage cannot be provided under the Employer's health or welfare
plans without jeopardizing the tax status of such plans, for underwriting
reasons or because of the tax impact on Employee, the Company shall pay
Executive each month during such three (3) year period Cash Equivalent Payments
along with a full tax gross up with respect to the Cash Equivalent Payments so
Employee has no after tax consequences with respect to the Cash Equivalent
Payments and related tax gross up (provided such payments shall cease upon the
Employee becoming employed by another employer and eligible for medical coverage
with such employer);

      


      (v) reimbursement
of reasonable relocation expenses from the Dallas/Fort Worth metropolitan area
to Monterey, California, which reimbursement shall be limited to realtor’s fees
and closing costs for the sale of Employee’s Texas home and reasonable costs of
moving Employee’s household goods from the Dallas/Fort Worth metropolitan area
to Monterey, California; and

      


      (vi) within
thirty (30) days of the date of termination, an amount equal to the pension plan
benefit that would have accrued to the account of Employee under the Employer’s
salaried employees’ pension plan for the two (2)-year period following
termination, assuming for purposes of such calculation that Employee’s annual
compensation during such period is equal to his Base Salary at the highest rate
in effect for the preceding twelve (12) months prior to
termination.

      


      For
purposes of this Agreement “Change of Control”
means the occurrence of any of the following events:

       

      (1) Any
Person, as defined in Employer’s 2004 Omnibus Incentive Plan (the “Omnibus Plan”),
becomes the Beneficial Owner (as defined in Rule 13d-3 of the General Rules and
Regulations under the Securities Exchange Act of 1934) of thirty-five percent
(35%) or more of the combined voting power of the then outstanding voting
securities of Employer entitled to vote generally in the election of its
Directors (the “Outstanding Employer Voting
Securities”); provided, however, that the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from Employer, including without limitation, a public
offering of securities; (ii) any acquisition by Employer or any of its
Subsidiaries (as defined in the Omnibus Plan); (iii) any acquisition by an
employee benefit plan or related trust sponsored or maintained by Employer or
any of its Subsidiaries; or (iv) any acquisition by any Person pursuant to a
transaction which complies with clauses (i), (ii), and (iii) of Section
11(f)(vi)(3) below;

       

      
         

        
          
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      (2) Individuals
who  constitute the Board of Directors as of the Effective Date (the
“Incumbent
Board”) cease for any reason to constitute at least a majority of the
Board of Directors; provided, however, that any
individual becoming a Director subsequent to the Effective Date whose election
to the Board of Directors, or nomination for election by Employer’s
shareholders, was approved by a vote of at least a majority of the Directors
then comprising the Incumbent Board, shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election or
removal of the Directors of Employer or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board of
Directors;

      


      (3) Consummation
of a reorganization, merger, or consolidation to which Employer is a party or a
sale or other disposition of all or substantially all of the assets of Employer
(a “Business
Combination”), unless, following such Business Combination: (i) all or
substantially all of the individuals and entities who were the Beneficial Owners
of Outstanding Voting Securities immediately prior to such Business Combination
are the Beneficial Owners, directly or indirectly, of more than fifty percent
(50%) of the combined voting power of the outstanding voting securities entitled
to vote generally in the election of directors (or election of members of a
comparable governing body) of the entity resulting from the Business Combination
(including, without limitation, an entity which as a result of such transaction
owns all or substantially all of Employer or all or substantially all of
Employer’s assets either directly or indirectly or through one or more
Subsidiaries) (the “Successor Entity”) in
substantially the same proportions as their ownership immediately prior to such
Business Combination of the Outstanding Employer Voting Securities; (ii) no
Person (excluding any Successor Entity or any employee benefit plan or related
trust of Employer, such Successor Entity, or any of their Subsidiaries) is the
Beneficial Owner, directly or indirectly, of thirty-five percent (35%) or more
of the combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors (or comparable governing body) of
the Successor Entity, except to the extent that such ownership existed prior to
the Business Combination; and (iii) at least a majority of the members of the
board of directors (or comparable governing body) of the Successor Entity were
members of the Incumbent Board (including persons deemed to be members of the
Incumbent Board by reason of the proviso of Section 11(f)(vi)(2)) at the time of
the execution of the initial agreement or of the action of the Board of
Directors providing for such Business Combination; or

       

      
         

        
          
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      (4) Approval
by the shareholders of Employer of a complete liquidation or dissolution of
Employer.

      


      12. Certain
Covenants.

      


      (a) Non-Competition
Agreement.  During the Employment Period, and for a period of
(i) two (2) years thereafter in the event of Termination without Cause,
(ii) three (3) years thereafter in the event of Termination upon a Change
of Control or (iii) one (1) year thereafter in each other instance (each,
the “Restricted
Period”), Employee shall not have any ownership interest (of record or
beneficial) in, or have any interest as an employee, salesman, consultant,
officer or director in, or otherwise aid or assist in any manner, any firm,
corporation, partnership, proprietorship or other business that engages in any
city, state, or part thereof in the United States, Canada and/or Mexico (the
“Restricted
Territory”) in a business that is similar to that in which Employer is
engaged in the Restricted Territory or part thereof or continues to solicit
customers or potential customers therein; provided, however, that
Employee may own, directly or indirectly, solely as an investment, securities of
any entity if Employee (i) is not a controlling person of, or a member of a
group which controls, such entity and (ii) does not, directly or indirectly, own
one percent (1%) or more of any class of securities of any such
entity.

      


      (b) Confidentiality
Agreement.  Employee acknowledges that the nature of Employee’s
engagement by Employer is such that Employee will have access to Confidential
Information (hereinafter defined) which has great value to
Employer.  “Confidential
Information” includes, in whole or in part, information concerning
Employer’s or its affiliates’ experimental and development plans, trade secrets,
secret procedures, information relating to ideas, improvements, and inventions,
disclosures, processes, systems, formulas, composition, patents, patent
applications, machinery, material research activities and plans, customers or
vendors and prospective customers, Employer’s or its affiliates’ product costs,
prices, profits and volume of sales, and future business plans, and other
confidential or proprietary information belonging to Employer or its affiliates
or relating to Employer’s or its affiliates’ affairs, including, without
limitation, such information that has been disclosed to one or more third
parties pursuant to distribution agreements, joint research agreements or other
agreements entered into by Employer or any of its
affiliates.  Employee acknowledges that except for Employee’s
engagement by Employer, Employee would not otherwise have access to the
Confidential Information.  During the Employment Period and at all
times thereafter, Employee shall keep all of the Confidential Information in
confidence and shall not disclose any of the same to any other person for any
reason, whether or not developed by Employee, except Employer’s personnel
entitled thereto and other persons designated in writing by the
Board.  Employee shall not cause, suffer or permit the Confidential
Information to be used for the gain or benefit of any party outside Employer or
for Employee’s personal gain or benefit outside the scope of Employee’s
engagement by Employer.  The Employer shall have the right to
communicate with any of the future or prospective employers of Employee
concerning Employee’s continuing obligation to hold and safeguard the
Confidential Information.

       

      
         

        
          
            11

          

          
            
            

            
              

            

          

          
            
            

          

        

        



      

      Upon the termination of the Employment
Period for any reason, Employee shall promptly deliver to Employer all
correspondence, drawings, blueprints, manuals, letters, notes, notebooks,
reports, flow-charts, programs, proposals, price lists, customer lists, company
credit cards, company vehicles and any documents concerning Employer’s or its
affiliates’ customers or concerning products or processes used by Employer or
its affiliates and, without limiting the foregoing, will promptly deliver to
Employer and any and all other documents or materials containing or constituting
Confidential Information.

      


      (c) Solicitation of
Business.  During the Restricted Period, Employee shall not
(i) solicit or assist any other person to solicit any business (other than
for Employer) from any present or past customer of Employer, (ii) request or
advise any present or future customer of Employer to withdraw, curtail or cancel
its business dealings with Employer or (iii) commit any other act or assist
others to commit any act that might injure the business of
Employer.

      


      (d)  Solicitation of
Employees.  During the Restricted Period, Employee shall not,
directly or indirectly, hire, solicit or encourage to leave the employment of
Employer or any of its affiliates, any employee of Employer or any of its
affiliates or hire any such employee who has left the employment of Employer or
any of its affiliates within one year of the termination of such employee’s
employment with Employer or any of its affiliates.

      


      (e) Solicitation of
Consultants.  During the Restricted Period, Employee shall not,
directly or indirectly, hire, solicit or encourage to cease work with Employer
or any of its affiliates any consultant then under an oral or written contract
with Employer or any of its affiliates.

      


      (f) Right and Remedies upon
Breach.  If Employee breaches or threatens to commit a breach
of any of the provisions of this Section 12
(the “Restrictive
Covenants”), Employer shall have the following rights and remedies, each
of which rights and remedies shall be independent of the other and severally
enforceable, and all of which rights and remedies shall be in addition to, and
not lieu of, any other rights and remedies available to Employer under law or in
equity:

      


      (i) Specific
Performance.  The right and remedy to have the Restrictive
Covenants specifically enforced by any court having equity jurisdiction, all
without the need to post a bond or any other security or to prove any amount of
actual damage or that money damages would not provide an adequate remedy, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to Employer and that money damages will not provide
adequate remedy to Employer; and

      


      (ii) Accounting and
Indemnification.  The right and remedy to require Employee (i)
to account for and pay over to Employer all compensation, profits, monies,
accruals, increments or other benefits derived or received by Employee or any
associated party deriving such benefits as a result of any such breach of the
Restrictive Covenants; and (ii) to indemnify Employer against any other losses,
damages (including special and consequential damages), costs and expenses,
including actual attorneys’ fees and court costs, which may be incurred by them
and which result from or arise out of any such breach or threatened breach of
the Restrictive Covenants.

       

      
         

        
          
            12

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

      

      (g) Severability of
Covenants/Blue Pencilling.  If any court determines that any of
the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and shall
be given full effect, without regard to the invalid portions.  If any
court determines that any of the Restrictive Covenants, or any part thereof, is
unenforceable because of the duration of such provision or the area covered
thereby, such court shall have the power to reduce the duration or area of such
provision and, in its reduced form, such provision shall then be enforceable and
shall be enforced.  Employee hereby waives any and all right to attack
the validity of the Restrictive Covenants on the ground of the breadth of their
geographic scope or the length of their term.

      


      (h) Enforceability in
Jurisdictions.  Employer and Employee intend to, and do hereby,
confer jurisdiction to enforce the Restrictive Covenants upon the courts of any
jurisdiction within the geographical scope of such covenants.  If the
courts of any one or more of such jurisdictions hold the Restrictive Covenants
wholly unenforceable by reason of the breadth of such scope or otherwise, it is
the intention of Employer and Employee that such determination not bar or in any
way affect the right of Employer to the relief provided above in the courts of
any other jurisdiction within the geographical scope of such covenants, as to
breaches of such covenants in such other respective jurisdictions, such
covenants as they relate to each jurisdiction being, for this purpose, severable
into diverse and independent covenants.

      


      (i) Inventions,
etc.  To the fullest extent permitted by law, Employee shall
assign, and does hereby assign, to Employer all of Employee’s right, title and
interest in and to all inventions, improvements, developments, trade secrets,
discoveries, computer software, trade names and trademarks conceived, improved,
developed, discovered or written by Employee, alone or in collaboration with
others, during the Employment Period, Employee shall promptly and fully disclose
to Employer all matters within the scope of this paragraph, and shall, upon
request of Employer, execute, acknowledge, deliver and file any and all
documents necessary or useful to vest in Employer all of Employee’s right, title
and interest in and to all such matters.  All expenses incurred in
connection with the execution, acknowledgement, delivery and filing of any
papers or documents within the scope of this paragraph shall be borne by
Employer.  All matters within the scope of this paragraph shall
constitute trade secrets and Confidential Information of Employer until such
matters cease to be trade secrets by operation of law.

      


      
         

        
          
            13

          

          
            
            

            
              

            

          

          
            
            

          

        

        



      

      13. Certain Additional
Payments.

      


      (a) Anything
in this Agreement to the contrary notwithstanding, if prior to the second
anniversary of the change in ownership or effective control of Employer (as
those events are determined for purposes of Section 280G of the Code) it shall
be determined that any payment, benefit or distribution by the Employer to or
for the benefit of the Employee (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise), including
but not limited to for such determination acceleration of vesting and benefits
as determined in regulations promulgated pursuant to Section 280G of the Code,
but determined without regard to any additional payments required under this
Section 13 (a “Payment”) would be
subject to the excise tax imposed by Section 4999 of the Code or any successor
provision, or any interest or penalties are incurred by the Employee with
respect to any such excise tax (such excise taxes, together with any such
interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then
the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in
an amount such that after payment by the Employee of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.  

      


      (b) Subject
to the provisions of Section 13(c), all determinations required to be made under
this Section 13, including whether and when a Gross-Up Payment is required and
the amount of such Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, shall be made by a nationally recognized
certified public accounting firm as may be designated by the Employer (the
“Accounting
Firm”) which shall provide detailed supporting calculations both to the
Employer and the Employee within forty-five (45) business days of the receipt of
notice from Employee to the Employer that there has or may have been a Payment
(a “Payment
Notice”), or such earlier time as is requested by the Employer; provided
that for purposes of determining the amount of any Gross-Up Payment, the
Employee shall be deemed to pay federal income tax at the actual rates
applicable to individuals in the calendar year in which any such Gross-Up
Payment is to be made and deemed to pay state and local income taxes at the
rates applicable to individuals in the state or locality of the Employee’s
residence or place of employment in the calendar year in which any such Gross-Up
Payment is to be made, net of the maximum reduction in federal income taxes that
can be obtained from deduction of such state and local taxes, taking into
account limitations applicable to individuals subject to federal income tax at
the actual rates.  All fees and expenses of the Accounting Firm shall
be borne solely by the Employer.  Any Gross-Up Payment, as determined
pursuant to this Section 13, shall be paid by the Employer to the Employee (or
directly to the Internal Revenue Service or other appropriate taxing authority
for the benefit of the Employee), on or prior to the later of (i) the due date
for the payment of any Excise Tax, income tax or other amount comprising the
Gross-Up Payment to the relevant taxing authority, and (ii) the forty-fifth
(45th) day
following the Employer’s receipt of the Payment Notice, but in no event later
than the end of Employee’s taxable year following the year in which any Excise
Tax, income tax or other amount comprising the Gross-Up Payment was remitted to
the relevant taxing authority.  Subject to the following provisions of
this Section 13 to the contrary, any determination by the Accounting Firm shall
be binding upon the Employer and Employee.  As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Employer should have been
made (“Underpayment”), or
that additional amounts were paid to the Employee (“Overpayment”)
consistent with the calculations required to be made hereunder.  In
the event that the Employer exhausts its remedies pursuant to Section
13(c) and the
Employee thereafter is required to make a payment of any Excise Tax, or there
has been an Overpayment, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Employer to or for the benefit of the Employee, or the Employee shall
return to the Employer the amount of such Overpayment, as the case may
be.  Without extending any time period set forth in this Section 13
for any Gross-Up Payment or Underpayment due hereunder, such amount shall be
paid no later than the end of the calendar year following the calendar year in
which the Employee pays the related tax, as stated in Section
17(j).

       

      
         

        
          
            14

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

      

      (c) The
Employee shall notify the Employer in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by the Employer
of the Gross-Up Payment or would require a re-calculation of amounts as set
forth in Section 13(a).  Such notification shall be given as soon as
practicable but no later than five (5) business days after the Employee is
informed in writing of such claim and shall apprise the Employer of the nature
of such claim and the date on which such claim is requested to be
paid.  The Employee shall not pay such claim unless directed to do so
by the Employer.  If the Employer notifies the Employee in writing
prior to the expiration of such period that it desires to contest such claim,
the Employee shall:

       

      
        	
                 
      

              	
                (i)

              	
                give
      the Employer any information reasonably requested by the Employer relating
      to such claim;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                take
      such action in connection with contesting such claim as the Employer shall
      request in writing from time to time, including, without limitation,
      accepting legal representation with respect to such claim by an attorney
      reasonably selected by the
Employer;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                cooperate
      with the Employer in good faith in order effectively to contest such
      claim; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                permit
      the Employer to participate in any proceedings relating to such
      claim;

              


      

       

      provided, however, that the Employer shall
bear and pay directly all costs and expenses (including additional interest and
penalties) reasonably incurred in connection with such contest and shall
indemnify and hold the Employee harmless, on an after-tax basis, for any Excise
Tax or income tax (including interest and penalties with respect thereto)
imposed as a result of such representation and payment of costs and
expenses.  The Employer shall control all proceedings taken in
connection with such contest, and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
pay the tax claimed to the appropriate taxing authority on behalf of the
Employee and direct the Employee to sue for a refund or contest the claim in any
permissible manner, and the Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Employer shall
determine; provided, however, that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Employee with respect to which such contested amount is
claimed to be due is limited solely to such contested
amount.  Furthermore, the Employer’s control of the contest shall be
limited to issues with respect to which the Gross-Up Payment would be payable
hereunder, and the Employee shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.

      
         

        
          
            15

          

          
            
            

            
              

            

          

          
            
            

          

        

        



      

      (d)  If, after the receipt by
the Employee of a payment by the Employer of an amount on the Employee’s behalf
pursuant to Section13(c), the Employee becomes entitled to receive any refund
with respect to such claim, the Employee shall (subject to the Employer’s
complying with the requirements of Section 13(c)) promptly pay to the Employer
the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto).  If, after payment by the Employer of
an amount on the Employee’s behalf pursuant to Section13(c), a determination is
made that the Employee shall not be entitled to any refund with respect to such
claim, the Employee shall so notify the Employer, and the Employee shall
co-operate with the Employer, at the Employer’s request, to contest such denial
of refund.

       

      (e)  The parties intend that
this Section 13 shall be in compliance with the Sarbanes-Oxley Act of 2002
(“SOX”).  If
any provision of this Section 13 is inconsistent with SOX, the parties agree to
reform this Section 13 to comply therewith.

      


      14. Arbitration.

      


      (a) Any
dispute arising under or with respect to this Agreement shall be resolved by
Arbitration in accordance with the Rules of the American Arbitration Association
(“AAA”) in
Dallas, Texas.  Employer shall appoint one (1) arbitrator and Employee
shall appoint one (1) arbitrator and such arbitrators shall appoint a third
arbitrator who shall act as chairman of the arbitration panel, provided that (i)
if the party commencing the arbitration shall fail to appoint an arbitrator upon
such commencement, (ii) if the responding party shall fail to appoint an
arbitrator within thirty (30) days of receipt of notice of commencement of the
arbitration or (iii) the arbitrators selected by the parties shall fail to
appoint such third arbitrator within thirty (30) days after selection of such
two (2) arbitrators, the AAA shall appoint such arbitrator or
arbitrators.

      


      (b) The
decision of a majority of the arbitrators shall be final and binding upon the
parties hereto or any person claiming any interest through one of the
parties.  The arbitrators may award costs, including reasonable
counsel fees and expenses, to the benefit of the prevailing party as determined
in their sole discretion.  The fees of the arbitrators shall be shared
equally by the parties.

       

      
         

        
          
            16

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      (c) Nothing
contained in the arbitration provisions herein shall limit the relief available
to Employer under Sections 10 or 12, including commencement by Employer of an
action in any court of competent jurisdiction.

      


      15. Return of Employer’s
Property.  If this Agreement is terminated for any reason,
Employer shall have the right, at its option, to require Employee to vacate his
offices prior to the effective date of termination and to cease all activities
on Employer’s behalf.  Upon the termination of his employment in any
manner, Employee shall immediately surrender to Employer all lists, books and
records of, or in connection with, Employer’s business, and all other property
belonging to Employer, it being distinctly understood that all such lists, books
and records, and other documents, are the property of Employer.

      


      16. Withholding.  The
Employer shall be entitled to withhold from any payments or deemed payments any
amount of federal and state income, FICA and other withholding tax it determines
to be required by law.

      


      17. Miscellaneous.

      


      (a) Entire Agreement;
Modification.  This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior oral or written understandings between the parties
concerning such subject matter.  This Agreement may be modified only
by a written instrument duly executed by each party.

      


      (b) Survival.  Notwithstanding
the termination of this Agreement or Employee’s employment hereunder, Sections
5, 10, 11, 12, 13, 14, 15, 16 and 17 hereof shall survive any such
termination.

      


      (c) Waiver.  The
failure of either party hereto at any time to enforce performance by the other
party of any provision of this Agreement shall in no way affect such party’s
rights thereafter to enforce the same, nor shall the waiver by either party of
any breach of any provisions hereof be deemed to be a waiver by such party of
any other breach of the same or any other provision hereof.

      


      (d) Notices.  All
notices and other communications required or permitted under this Agreement
shall be in writing, served personally on, e-mailed or mailed by certified or
registered United States mail to, the party to be charged with receipt
thereof.  Notices and other communications served by mail shall be
deemed given hereunder 72 hours after deposit of such notice or communication in
the United States Post Office as certified or registered mail with postage
pre-paid and duly addressed to whom such notice or communication is to be given,
in the case of:

      


      
        	
                 
      

              	
                (i)

              	
                Employer:

              


      

      
        	
                 
      

              	
                Darling
      International Inc.

              


      

      
        	
                 
      

              	
                251
      O’Connor Ridge Boulevard, Suite 300

              


      

      
        	
                 
      

              	
                Irving,
      Texas 75038

              


      

      
        	
                 
      

              	
                E-mail:
      Jmuse@darlingii.com

              


      

      
        	
                 
      

              	
                Attention:
      Chief Financial Officer

              


      

       

      
         

        
          
            17

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      or

      


      
        	
                 
      

              	
                (ii)

              	
                Employee:

              


      

      
        	
                 
      

              	
                Randall
      C. Stuewe

              


      

      
        	
                 
      

              	
                26192
      Paseo Del Sur

              


      

      
        	
                 
      

              	
                Monterey,
      CA 93940

              


      

      
        	
                 
      

              	
                E-mail:
      rcsteuwe@aol.com

              


      

      


      Any such
party may change said party’s address for purposes of this Section by giving to
the party intended to be bound thereby, in the manner provided herein, a written
notice of such change.

      


      (e) Severability.  Subject
to Section 12(g) hereof, if any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be held
invalid or unenforceable by a court of competent jurisdiction, the remainder of
this Agreement or the application of any such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by
law.  Subject to Section 12(g) hereof, if any of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration, scope, activity or subject, it shall be construed by limiting
and reducing it, so as to be valid and enforceable to the extent compatible with
the applicable law or the determination by a court of competent
jurisdiction.

      


      (f) Governing
Law.  This Agreement shall be governed by, and interpreted
exclusively in accordance with, the internal laws of the State of Texas, without
regard to the conflict of law principles thereof.  Subject to the
arbitration provisions of this Agreement and Section 12(h) hereof, Employee
hereto hereby irrevocably and unconditionally consents to submit to the
jurisdiction of the courts of the State of Texas or of the United States of
America located in the State of Texas for any actions, suits or proceedings
arising out of or relating to this Agreement and the transactions contemplated
hereby, and further agrees that service of any process, summons, notice or
document by United States registered or certified mail in accordance with
Section 17(d) of this Agreement shall be effective service of process for any
action, suit or proceeding brought in any such court.  Subject to the
arbitration provisions of this Agreement, Employee hereby irrevocably and
unconditionally waives any objection of personal jurisdiction and the laying of
venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby, in the courts of the State of Texas or of the
United States of America located in the State of Texas, and hereby further
irrevocably and unconditionally waives and agrees not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in an inconvenient forum.  A claim or a series of
related claims with respect to which injunctive relief is sought may be heard in
the jurisdiction where it is alleged that the primary activity which is the
subject of such claim(s) occurred.

      
         

        
          
            18

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      (g) Non-transferability of
Interest; Assignment by Employer.  None of the rights of
Employee to receive any form of compensation payable pursuant to this Agreement
shall be assignable or transferable except through a testamentary disposition or
by the laws of descent and distribution upon the death of
Employee.  Any attempted assignment, transfer, conveyance, or other
disposition (other than as aforesaid) of any interest in the rights of Employee
to receive any form of compensation to be made by Employer pursuant to this
Agreement shall be null and void.  In the event of any sale, transfer
or other disposition of all or substantially all of Employer’s assets or
business, whether by merger, consolidation or otherwise to any entity or person,
this Agreement and the rights and obligations of Employer hereunder shall be
transferred to such entity or person.  This Agreement shall be binding
upon and inure to the benefit of the parties, and their legal representatives,
heirs, and, subject to the preceding sentences of this Section17(g), their
successors and assigns.

      


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

      


      (i) Headings.  The
headings preceding the text of the sections and subsections hereof are inserted
solely for convenience of reference, and shall not constitute a part of this
Agreement, nor shall they affect its meaning, construction or
effect.

      


      (j) Compliance with Code Section
409A. 

      


      (i) Six Month Delay for
Specified Employees. If any payment, compensation or other benefit
provided to the Employee in connection with his employment termination is
determined, in whole or in part, to constitute “nonqualified deferred
compensation” within the meaning of Section 409A and the Employee is a specified
employee as defined in Section 409A(2)(B)(i), no part of such payments shall be
paid before the day that is six (6) months plus one (1) day after the date of
termination or earlier death (the “New Payment
Date”).  The aggregate of any payments that otherwise would
have been paid to the Employee during the period between the date of termination
and the New Payment Date shall be paid to the Employee in a lump sum on such New
Payment Date.  Thereafter, any payments that remain outstanding as of
the day immediately following the New Payment Date shall be paid without delay
over the time period originally scheduled, in accordance with the terms of this
Agreement.  Notwithstanding the foregoing, to the extent that the
foregoing applies to the provision of any ongoing welfare benefits to the
Employee that would not be required to be delayed if the premiums therefor were
paid by the Employee, the Employee shall pay the full cost of premiums for such
welfare benefits during the six-month period and the Company shall pay the
Employee an amount equal to the amount of such premiums paid by the Employee
during such six-month period and the related tax gross up contemplated by
Section 11(f)(iv) hereof promptly after its conclusion.

       

      
         

        
          
            19

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      (ii) Compliance.  The
Parties acknowledge and agree that the interpretation of Section 409A and its
application to the terms of this Agreement is uncertain and may be subject to
change as additional guidance and interpretations become
available.  Anything to the contrary herein notwithstanding, all
benefits or payments provided by the Company to the Employee that would be
deemed to constitute “nonqualified deferred compensation” within the meaning of
Section 409A are intended to comply with Section 409A.  If,
however, any such benefit or payment is deemed to not comply with Section 409A,
the Company and the Employee agree to renegotiate in good faith any such benefit
or payment (including, without limitation, as to the timing of any severance
payments payable hereof) so that either (i) Section 409A will not apply or (ii)
compliance with Section 409A will be achieved; provided, however, that any
resulting renegotiated terms shall provide to the Employee the after-tax
economic equivalent of what otherwise has been provided to the Employee pursuant
to the terms of this Agreement, and provided further, that any
deferral of payments or other benefits shall be only for such time period as may
be required to comply with Section 409A.

      


      (iii) Termination as Separation
from Service. A termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits subject to Section 409A upon or following a
termination of employment unless such termination is also a “separation from
service” within the meaning of Section 409A, and for purposes of any such
provision of this Agreement, references to a “resignation,” “termination,”
“terminate,” “termination of employment” or like terms shall mean separation
from service.

      


      (iv) Payments for Reimbursements,
In-Kind Benefits and Tax Gross-Ups.  All reimbursements for
costs and expenses under this Agreement shall be paid in no event later than the
end of the calendar year following the calendar year in which the Employee
incurs such expense.  With regard to any provision herein that
provides for reimbursement of costs and expenses or in-kind benefits, except as
permitted by Section 409A, (i) the right to reimbursement or in-kind benefits
shall not be subject to liquidation or exchange for another benefit, and (ii)
the amount of expenses eligible for reimbursements or in-kind benefits provided
during any taxable year shall not affect the expenses eligible for reimbursement
or in-kind benefits to be provided in any other taxable year; provided, however, that the
foregoing clause (ii) shall not be violated with regard to expenses reimbursed
under any arrangement covered by Section 105(b) of the Code solely because such
expenses are subject to a limit related to the period the arrangement is in
effect.  Any tax Gross-Up payments under this Agreement shall be paid
in no event later than the end of the calendar year following the year in which
any Excise Tax, income tax or other amount comprising a gross-up payment was
remitted to the relevant taxing authority.

      


      (v) Payments within Specified
Number of Days.  Whenever a payment under this Agreement
specifies a payment period with reference to a number of days (e.g., “payment
shall be made within thirty (30) days following the date of termination”), the
actual date of payment within the specified period shall be within the sole
discretion of the Company.

       

      
         

        
          
            20

          

          
            
            

            
              

            

          

          
            
            

          

        

        



      

      (vi) Installments as Separate
Payment. If under this Agreement, an amount is paid in two or more
installments, for purposes of Section 409A, each installment shall be treated as
a separate payment.

      


      


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            21 


          

          
             


            
              

            

          

          
             


          

        

      

      


       

       

      IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
hereinabove set forth.

       

       

      
        


         

        
          	 	 "EMPLOYER or
      COMPANY"	 	 
	 	 	 	 
	 	 DARLING
      INTERNATIONAL INC.	 	 
	 	 	 	 
	
                   By:  
      

                	  
      /s/   John O. Muse	 	 
	
                      

                	John O.
    Muse	         	     
	 	Executive Vice
      President	 	 


        

         

         

        
           

          
            	 	"EMPLOYEE"	 	 
	 	 	 	 
	 	 	 	 
	
                     By:  
      

                  	  
      /s/   Randall C. Stuewe	 	 
	
                        

                  	Randall C.
      Stuewe	         	     
	 	 	 	 


          

           

        



       

      


      
        
          
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