Exhibit 10.1

    

     

    

    SEPARATION AGREEMENT AND GENERAL RELEASE

     

    

    THIS SEPARATION AGREEMENT AND GENERAL RELEASE is made and entered into this 4th day of March 2019, by and between Eric
        Hakmiller (“Employee”) and Lincolnway Energy (“Employer”).

     

      

    RECITALS:

     

      

    
      
        	

              	A.	
                Employee was employed by the Employer for a number of years, pursuant to a written Employment Agreement dated April 9, 2013;

              


         

        

      

    

    
      
        	

              	B.	
                Pursuant to paragraph 11(e) of the Employment Agreement, on March 4, 2019, the Employer gave Employee thirty (30) days’ written notice of Employee’s termination, which was
                    Employee’s last day worked. During the thirty-day notice period, Employee will not be working but will continue to receive his base compensation, 401(k) plan contributions and insurance benefits through April 3, 20l9; and

              


         

        

      

    

    
      
        	

              	C.	
                The parties desire to settle fully and finally any differences that may exist between them.

              


      

    

     

      

    THEREFORE, in consideration of the promises set forth below, it is agreed as follows:

     

      

    1.          The Employer agrees that on the eighth day after
        receiving the fully executed original of this Separation Agreement and General Release, the Employer will release Employee from his obligations under paragraphs 5(g) of the Employment Agreement and the non-compete provision described in the third
        paragraph of numbered paragraph 8 of the Employment Agreement, and will pay Employee the gross amount of $25,000 from which all payroll taxes and withholding will be deducted. The parties agree Employer’s willingness to release Employee from the
        above-referenced contract provisions has significant value, and that the release plus the payment, shall constitute sufficient consideration for Employee’s release of all claims and is a full, final and complete resolution of any claims Employee
        may have or any obligations the Employer may have.

     

      

    2.          Regardless of whether this Separation Agreement and
        General Release is executed, the following provisions of the Employment Agreement shall remain in full force and effect following Employee’s termination from the Employer: paragraphs 5 (d) and (f), 6, 7, the first two paragraphs of numbered
        paragraph 8, 9, and 10.

     

      

    3.          Regardless of whether Employee executes this
        Separation Agreement and General Release, Employee will still be entitled to receive pay for all accrued but unused PTO, as of April 3, 2019, in the gross amount of $16,383.93, and will also receive $5,245 pursuant to the Equivalent Unit Plan/Award
        Plan as specified in Schedule 2 of the Employment Agreement and based on a prior award of 100 dividend equivalent units.

     

      

    
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    4.          This Separation Agreement and General Release is not
        an admission by the Employer, or any of its directors, officers, insurers, agents, employees or representatives that the Employer violated any federal, state or local law in terminating Employee’s employment, or that Employee’s termination was
        unwarranted, unjustified, in bad faith, against any public policy of the State of Iowa, discriminatory or otherwise unlawful. The Employer specifically disclaims any liability to, or discrimination against, Employee or any other person, on the part
        of itself, its directors, officers, agents, employees or representatives. The parties have entered into this Separation Agreement and General Release in good faith, for the sole purpose of resolving any disputes, thus avoiding the burden, expense,
        delay and uncertainties of any litigation.

     

      

    5.           Employee agrees and recognizes his employment
        relationship with the Employer, its parents, affiliates and successors has been terminated. If asked about Employee’s departure from Employer, the parties to this Separation Agreement and General. Release shall state: “We had come to a cross roads
        in terms of the direction in which the company is headed and decided it was time to explore other opportunities.”

     

      

    6.          Employee will immediately make arrangements to return
        to the Employer any and all documents, files, passwords, access codes, or other materials, wherever stored and in whatever medium (paper or electronic) as well as any and all physical equipment, materials, supplies, security badges, keys,
        computers, lap tops, phones or other property of the Employer.

     

      

    7.          Employee agrees to make himself reasonably available
        to consult with the Employer through February 28, 2021, regarding any litigation or other matters with which Employee was involved or about which he may have knowledge. To the extent possible, Employee may provide those services by email, phone or
        other telecommunications methods. If the Employer determines Employee’s services in this regard require in person participation or as may be mandated by law, such as through a valid subpoena, Employee shall make himself available at reasonable
        times and places and agrees not to hinder any legal process that may be contingent upon his in-person participation. In considering whether such times are reasonable, both the Employee’s personal and professional schedule shall be considered.
        Employer shall reimburse Employee at a rate of $200.00 per hour {pro rata for less than one hour increments) for all time spent consulting with the Employer pursuant to this paragraph 7 and the actual cost of any out-of-pocket costs and expenses
        reasonably incurred by Employee in providing any such services.

     

      

    8.          In consideration of the premises set forth in
        Paragraph l, Employee hereby irrevocably and unconditionally releases, remises, and forever discharges the Employer and each of the Employer’s owners, members, insurers, stockholders, agents, directors, officers, employees, representatives,
        attorneys, divisions, subsidiaries, affiliates, and its and their predecessors, successors, heirs, executors, administrators and assigns, and all persons acting on behalf of, by, through, under or in concert with any of them from any and all
        actions, causes of action, suits, debts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, and expenses (including attorneys’ fees and costs), of any nature whatsoever, in law or equity, which he
        ever had, now has, or he or his heirs, executors and administrators  hereafter may have,  from  the beginning  of time  through  the date of this Agreement, in any way arising from, or otherwise in any way related to, his employment relationship
        with the Employer or the termination thereof, including, but not limited to, any claims arising from any alleged violation by the Employer of any federal, state or local statutes, ordinances or common laws, including but not limited to, the
        Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. § 12101 et seq,; Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Age Discrimination in Employment Act, 29 U.S.C. §
        621 et seq., as amended by the Older Workers Benefit Protection Act; the Equal Pay Act, 29 U.S.C. § 206(d) et seq.; the Pair Labor Standards Act of 1938, 29 U.S.C. §§ 20 l et seq.; the Family and Medical Leave Act, 29 U.S.C. § 681 et seq.; the Iowa
        Civil Rights Act of 1965, Iowa Code Chapter 216; and Iowa’s Wage, Payment and Collection Act, Iowa Code Chapter 91A, excepting only Employee’s rights  under the states’ worker’s compensation laws, Employee’s rights under this Agreement, and any
        claims that Employee may not waive as a matter of law. Employee was not aware as of the date of this Agreement of any work related injuries or illnesses suffered by Employee.

     

      

    
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    9.          Employee expressly acknowledges this Separation
        Agreement and General Release is intended to include in its effect, without limitation, any and all claims concerning his employment with the Employer of which Employee knows or does not know, should have known, had reason to know or suspect
        existed in Employee’s favor at the time of execution hereof. Employee recognizes this Separation Agreement and General Release extinguishes any such claim or claims and that he has no legal recourse, now or in the future, against the Employer for
        any of the claims set forth herein.

     

      

    10.        Employee further agrees, promises and covenants that
        neither he, nor any person, organization or any other entity acting on his behalf will file, charge, claim, sue or cause or permit to be filed, charged or claimed, any action for damages or other relief (including injunctive, declaratory, monetary
        relief or other) against the Employer, its parents, affiliates and successors and its and their officers, directors, employees, insurers, agents and representatives, involving any claims, demands, causes of action, obligations, damages, liabilities
        or other matters which Employee has released pursuant to paragraph 8 above.

     

      

    11.          Employee covenants and agrees to keep the terms,
        amount and fact of this Separation Agreement and General Release completely confidential, except that Employee and the Employer may disclose information concerning this Separation Agreement and General Release to their attorneys, accountants or tax
        advisors or as otherwise required by law, rule or regulation. Employee is also not bound by any requirement of confidentiality with respect to communications with his wife so long as Employee informs his wife of the obligation of confidentiality.
        This paragraph 10 shall also not prohibit either party from providing truthful information pursuant to lawfully issued subpoena, other process, or providing truthful information to a government agency, such as the unemployment division.

     

      

    12.          Employee represents and certifies that he has
        carefully read, and fully understands, all of the provisions and effects of this Separation Agreement and General Release and has had the opportunity to thoroughly discuss all aspects of this Separation Agreement and General Release with his
        attorney. Employee further represents and certifies that he entered into this Separation Agreement and General Release voluntarily and that neither the Employer nor its directors, officers, agents, representatives or attorneys, made any
        representations concerning the terms or effects of this Separation Agreement and General Release other than those contained herein.

     

      

    13.         With the exception of Employer’s payroll taxes or any
        other taxes for which liability normally runs to the Employer, should any tax liability, interest or penalties occur under federal or state law or regulations as a result of the payments made pursuant to this Separation Agreement and General
        Release, Employee agrees to be solely responsible for, and to timely pay, any and all such obligations.

     

      

    
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    14.          This Separation Agreement and General Release is made
        and entered into in the State of Iowa, and shall in all respects be interpreted, enforced and governed under the laws of Iowa. The language of all parts of this Separation Agreement and General Release shall in all cases be construed as a whole,
        according to its fair meaning, and not strictly for or against any of the parties.

     

      

    15.         Should a court declare or determine any provision of
        this Separation Agreement and General Release to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby. It is the parties’ intent that the part, term or provision declared or determined to be
        illegal or invalid shall be deemed not to be a part of this Separation Agreement and General Release.

     

      

    16.         This Separation Agreement and General Release sets
        forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or understandings between the parties pertaining to the subject matter hereof.

     

      

    17.         Employee acknowledges he was given twenty-one (21)
        days to review and consider this Separation Agreement and General Release. This Separation Agreement and General Release waives no rights or claims that may arise after its execution. Employee shall have seven (7) days following the execution of
        this Separation Agreement and General Release to revoke it. If Employee wishes to revoke this Separation Agreement and General Release, he must do so in writing within the seven-day period. This Separation Agreement and General Release shall not
        become effective or enforceable until the seven-day revocation period has expired.

     

      

    PLEASE READ CAREFULLY. BY SIGNING THIS DOCUMENT, YOU ARE RELEASING ALL KNOWN CLAIMS. YOU HAVE A PERIOD OF AT LEAST
        TWENTY-ONE (21) DAYS TO CONSIDER THIS SEPARATION AGREEMENT AND GENERAL RELEASE. IF YOU SIGN THIS SEPARATION AGREEMENT AND GENERAL RELEASE YOU WILL HAVE UP TO SEVEN (7) DAYS FOLLOWING THE DATE YOU SIGN IT TO REVOKE YOUR SIGNATURE. THE RELEASE SHALL
        NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THIS SEVEN (7) DAY PERIOD HAS EXPIRED.

     

      

    
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    IN WITNESS WHEREOF, and intending to be legally bound hereby, the Employee and the Employer have executed the foregoing Separation
        Agreement and General Release.

     

      

    Executed as of the day and year first set forth above.

    

      

     
      	
              ERIK HAKMILLER

            	
               

            	
              LINCOLNWAY ENERGY

            


      

      

      	
              /s/ Erik Hakmiller

              

            	
               

            	
               

            	/s/ Jeff Taylor
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              By:

            	Jeff Taylor
	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
              Its:

            	
              Board Chairman

              

            


    

     

      

    
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    Phantom Share Calculation

    

    

    	
            Past 6 Months

          	 	 	
            Shares Sold

             

          	 	 	 	 	 	 	 
	
            February

          	
            2019

          	 	 	
            58

          	 	 	
            $

          	
            500.00

          	 	 	
            $

          	
            29,000

          	 
	
            January

          	
            2019

          	 	 	
            0

          	 	 	 	 	 	 	 	 	 
	
            Dec

          	
            2018

          	 	 	
            0

          	 	 	 	 	 	 	 	 	 
	
            Nov

          	
            2018

          	 	 	
            20

          	 	 	
            $

          	
            500.00

          	 	 	
            $

          	
            10,000

          	 
	
            Oct

          	
            2018

          	 	 	
            25

          	 	 	
            $

          	
            600.00

          	 	 	
            $

          	
            15,000

          	 
	
            Sep

          	
            2018

          	 	 	
            40

          	 	 	
            $

          	
            625.00

          	 	 	
            $

          	
            25,000

          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
            143

          	 	 	
            $

          	
            562.45

          	 	 	
            $

          	
            79,000

          	 


    

    

    

    
      	 	 	 	Base 

            	 	 	
              Gain

            	 	 	 

            	 	 	  
	
              Average Share Price

            	 	
              $ 

            	
              552.45

            	 	 	$	
              (500)

            	 	 	$	
              52.45 x 100 Shares =

            	 	 	$	
              5,244.76

            


      
        

        

         

          

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