Unassociated Document


    Offer of
Employment

     

    Daniel J.
Simon

     

    
      	
              Title:

            	
              Executive
      Vice-President, Chief Operating Officer

               

            
	
              Location:

            	
              Denver,
      CO

               

            
	
              Direct
      Supervisor:

            	
              Scott
      Pearce, Chief Executive Officer

               

            
	
              Targeted
      Start Date:

            	
              Immediately

               

            
	
              Base
      Salary:

            	
              $270,000
      per annum

               

            
	
              Performance
      Bonus:

            	
              You
      will be eligible to participate in the company’s annual bonus program in
      an amount up to 65% of base salary, based on achieving the performance
      goals set by the Company’s Board of Directors.  The bonus will
      be paid annually, typically in March following the completion of a
      performance review and closing of the Company’s financial and operating
      results in February.  You will begin participation in the
      Performance Bonus program in 2010.  The terms and conditions,
      including amount, of the bonus plan shall be at the sole discretion of the
      Board.

               

            
	
              Stock
      Options:

            	
              You
      will be eligible to participate in BioFuel Energy’s employee stock
      incentive program, which grants are subject to Board
      approval.  Your grant of 150,000 stock options has been approved
      by the Board, and the date of such grant will be the date of your
      acceptance of this offer.

               

            
	
              Vacation:

            	
              Senior
      executives are expected to take paid time off to the extent their work
      schedules and executive duties permit.

               

            
	
              Benefits:

            	
              Medical,
      dental, life and disability insurances, and the Company 401(k) retirement
      plan.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              Severance:

            	
              Upon
      termination of your employment without “Cause” (as defined in your
      expiring Executive Employment Agreement (the “Agreement”)), or upon your
      termination of employment for “Good Reason” (also as defined in the
      Agreement), you will be entitled to and the Company shall pay to you
      severance equal to twelve (12) months of your base salary, and your
      health benefit coverage will be continued by the Company, at the Company’s
      expense, for 12 months pursuant to COBRA; provided that, if your
      employment is terminated following a “Change of Control” (as defined under
      the Company’s Change of Control Plan (the “Plan”)) you will be entitled to
      the severance provided for Executives under the Plan, in lieu of the
      severance provided above and notwithstanding your previous exclusion from
      the Plan.  For the avoidance of doubt, nothing contained herein
      shall limit your ability, or that of the Company, to terminate your
      employment at any time, with or without Cause or notice.

               

            
	
              Release/Non-Compete:

            	
              Upon
      termination of your employment, and as a condition to receiving the
      severance payments described above, you will execute a general Release,
      and enter into a non-competition agreement with the Company, in
      substantially the forms referred to in or attached to the
      Agreement.

            


    

    


    The
indemnification provisions contained in paragraph 10 of the Agreement are
expressly incorporated into this offer, and shall remain in full force and
effect.  Except for the immediately foregoing, this offer supersedes
the Agreement in its entirety and, upon acceptance by the Executive, shall
constitute a written amendment to the Agreement as provided under Paragraph 17
thereof, and thereafter govern the respective obligations of the Executive and
the Company.  The parties may refer to the Agreement to the extent
that particular definitions and other provisions are expressly incorporated in
this offer.

     

    Your
signature below confirms that the Company has offered the above employment offer
to you and that you have accepted the offer on the terms and conditions provided
above.  This job offer is contingent upon approval by the Company’s
Board of Directors; provided
that, the stock option grant, severance, and salary provisions shall be
implemented immediately upon your acceptance of this offer.

     

    


     

    


    
      	
              /s/
      Daniel J. Simon

            	
              3/9/10

            
	
              Daniel
      J. Simon

            	
              Date

            
	 	 
	
              /s/
      Scott
      Pearce

            	
              3/9/10

            
	
              Scott
      Pearce, Chief Executive Officer

            	
              Date