ex10_4.htm


     

    EXHIBIT
10.4

     

     

      
        

      

    

    

      FIRST ADDENDUM
TO

      


      SENIOR EXECUTIVE TERMINATION
BENEFITS AGREEMENT

       

      
 

      


      THIS FIRST ADDENDUM TO SENIOR EXECUTIVE
TERMINATION BENEFITS AGREEMENT (this “Addendum”) dated as of December 8,
2009 is made and entered into by and between Darling International Inc., a
Delaware corporation (the “Company”), and John O. Muse (the
“Executive”).

      


      W I T N E S S E T H:

       

      WHEREAS, the Company and the Executive
entered into that certain Amended and Restated Senior Executive Termination
Benefits Agreement dated as of January 15, 2009 (the “Agreement”);
and

      


      WHEREAS, the Agreement terminates on
December 31, 2009; and

      


      WHEREAS,
the Company and Executive desire to extend the term of the Agreement for an
additional one year period and to eliminate the provisions contained in Section
10 regarding payment of excise taxes;

      


      NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements contained herein, and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Executive do hereby agree to the
following:

      


      A G R E E M E N T:

       

      1.           Amendment of Termination
Date.  The termination date set forth in Section 9 of the
Agreement shall be extended by a period of one year so that the Agreement shall
now terminate on December 31, 2010.

      


      2.           Elimination of Excise Tax
Payment Provision.  Section 10 of the Agreement shall be
amended and restated in its entirety so that it now reads as
follows:

      


      10.           Certain Additional
Payments.

      


      [This
section intentionally left blank.]

      


      3.           Defined
Terms.  Capitalized terms used but not defined in this Addendum
shall have the same meanings assigned to them in the Agreement.

      


      4.           No Other
Amendment.  The Agreement has been modified only to the extent
specifically and expressly provided above.  All other terms and
conditions of the Agreement are ratified and remain in full force and
effect.

      



      
        
           
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      IN WITNESS WHEREOF, the Company and the
Executive have executed this Addendum on the dates set forth below.

       

          

       

      


       

      
        	 	 COMPANY:	 	 EXECUTIVE:	 
	 	 	 	 	 
	 	 DARLING
      INTERNATIONAL INC.	 	 	 
	 	 	 	 	 
	 	 By:     	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	  
      /s/  Randall C  Stuewe	 	  
      /s/  John O. Muse	 
	 	       
      Randall C. Stuewe        	 	       
      John O. Muse	 
	 	
                       
      Chief Executive Officer

                 

              	 	 	 
	 	 Date of
      Signing:  December 8, 2009	 	   Date
      of Signing:  December 9, 2009	 


      

       

                                                                                       

      
 

       

      


      


                                                     

                                                                                        

       

      


                                                          


      
        
           


        

        
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