benefitsadd.htm


    
       


      
        
           


        

        
           


          
            
EXHIBIT 10.3

        

        
           


        

      

    

    

      FIRST ADDENDUM
TO

      


      SENIOR EXECUTIVE TERMINATION
BENEFITS AGREEMENT

      


      


      THIS FIRST ADDENDUM TO SENIOR EXECUTIVE
TERMINATION BENEFITS AGREEMENT (this “Addendum”) dated as of December 9,
2008 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 Senior Executive Termination Benefits Agreement dated
as of December 31, 2007 (the “Agreement”); and

      


      WHEREAS, the Agreement terminates on
December 31, 2008; and

      


      WHEREAS,
the Company and Executive desire to extend the term of the Agreement for an
additional one year period, to increase the Termination Pay Amount provided for
in the Agreement from one (1) times Executive’s annual base salary to one and
one-half (1.5) times Executive’s annual base salary and to extend the period
during which certain benefits may be paid to Executive;

      


      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, 2009.

      


      2.           Amendment of Termination Pay
Amount.  Section 3(a) of the Agreement shall be amended and
restated in its entirety so that it now reads as follows:

      


      Compensation.
Commencing on the Termination Date (as defined below), the Executive shall be
paid periodically, according to his unit’s wage practices, the amount of his
periodic base salary until he has been paid one and one-half (1.5) times his
annual base salary (“Termination Pay
Amount”) at the rate in effect on the date of the termination of his
employment with the Company (the “Termination
Date”).  Each such periodic termination payment is hereby
designated a separate payment for purposes of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”).

      


      3.           Welfare Benefits,
etc.  Section 3(c) of the Agreement shall be amended and
restated in its entirety so that it now reads as follows:

      


      Welfare Benefits,
etc. The Executive’s participation (including dependent coverage) in any
life, disability, health and dental plans, and any other similar fringe benefits
of the Company (except business accident insurance and continued contributions
to qualified retirement plans) 

       

      


        
          
             
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      in effect
immediately prior to the Termination Date shall be continued, or equivalent
benefits provided by the Company, for a period of eighteen (18) months from the
Termination Date to the extent allowed under the policies or agreements pursuant
to which the Company obtains and provides such benefits.

      


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

      


      5.           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.

      


      


      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

              
	 	
                      Name:

              	
                        Randall
      C. Stuewe

              	 
      	
                      
      John O. Muse

              
	 	
                      Title:

              	
                         Chief
      Executive Officer

              	 
      	
                      
      Executive Vice President -

              
	 	 
      	
                  

              	 
      	
                         
       Finance and Ad ministration

              
	 	 	 	 	 
	 	
                      Date of
      Signing:

              	
                December
      10, 2008

              	 
      	
                December
      11, 2008

              


      

       

       


      
        
           
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