ex10termagmt.htm


  

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SENIOR
      EXECUTIVE

    TERMINATION
      BENEFITS AGREEMENT

     

    
 

    AGREEMENT,
      dated as of ____________
      ___, 20__, by and between Darling International Inc., a Delaware corporation
      (the “Company”), and _____________ (the “Executive”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the Executive has made and, if
      he continues to be employed by the Company, will continue to make valuable
      contributions to the productivity and profitability of the Company;
      and

    


    WHEREAS,
      the Company considers that
      providing severance benefits will operate as an incentive for the Executive
      to
      remain employed by the Company;

    


    NOW,
      THEREFORE, to induce the Executive
      to remain employed by the Company, and to acknowledge the “At Will” status of
      the Executive’s employment by the Company, and for other good and valuable
      consideration, the Company and the Executive agree as follows:

     

    1.           Circumstances
      Triggering Receipt of Severance
      Benefits.

    


    
      	
               

            	
              Subject
                to the Executive’s execution of a general release (on the Company’s
                standard form) in favor of the Company pursuant to which the Executive
                waives, effective as of the Termination Date (as hereinafter defined),
                any
                and all claims, known or unknown, relating to the Executive’s employment
                by the Company or the termination thereof, the Company shall provide
                the
                Executive with the benefits set forth in Section 3 upon any termination
                of
                the Executive’s employment for any reason except the
                following:

            


    

     

    
      
        	
                (a)  

              	
                Termination
                  by reason of the Executive’s “voluntary termination.” For the purposes
                  of this Agreement, “voluntary termination” shall mean the voluntary
                  resignation by the Executive of his employment with the
                  Company;

              


      

      


      
        	
                (b)  

              	
                “Termination
                  with Cause.” For the purposes hereof, “Cause” shall mean
                  termination of employment of the Executive by the Company following
                  (1)
                  failure of the Executive to render services to the Company in accordance
                  with the reasonable directions of the Company’s Chief Executive Officer or
                  Board of Directors, which failure shall continue after written
                  notice from
                  the Company, (2) the commission by the Executive of an act of fraud
                  or
                  dishonesty or of an act which he knew to be in material violation
                  of his
                  duties to the Company (including the unauthorized disclosure of
                  confidential information) or (3) following a felony conviction
                  of the
                  Executive; or

              


      

       

       

      
        
          1

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                (c)  

              	
                Termination
                  upon the Executive’s normal retirement.  For the purposes of
                  this Agreement, “normal retirement” shall mean the termination of
                  employment of the Executive by the Company or the Executive in
                  accordance
                  with the Company’s retirement policy (including early retirement, if
                  included in such policy and elected by the Executive in writing)
                  generally
                  applicable to its senior executive employees, or in accordance
                  with any
                  other retirement agreement entered into by and between the Executive
                  and
                  the Company.

              


      

    

     

    
      	
               

            	
              For
                the purpose of this Agreement, the placement of the Executive on
                permanent
                or long-term disability status as defined by the Company’s long-term
                disability policy covering the Executive and the death of the Executive
                shall not be deemed a termination and shall not qualify the Executive
                for
                the benefits set forth in this
                Agreement.

            


    

    


    2.           No
      Entitlement of Employment and Acknowledgment of “At Will”
Status.

    


    
      	
               

            	
              This
                Agreement shall not be construed as and does not constitute a promise
                or
                guaranty of continued employment. In consideration of this Agreement,
                the
                Executive acknowledges and agrees that his employment with the Company
                is
                “At Will”. The Executive understands that his employment with the Company
                is not for a specified term and is at the mutual consent of the Executive
                and the Company and, therefore, the Company can terminate the employment
                relationship at will, with or without
                Cause.

            


    

    


    3.           Termination
      Benefits.

     

    
      
        	
                 

              	
                Subject
                  to the conditions set forth in Section 1, and subject to the mitigation
                  provisions contained in Section 5, the following benefits (subject
                  to any
                  changes in benefit programs that may occur in the future and any
                  applicable payroll or other taxes required to be withheld) shall
                  be
                  provided to the Executive:

              


      

      


      
        	
                (a)  

              	
                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 (1) 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”).

              


      

      


      
        	
                (b)  

              	
                Vacation
                  Pay. Any accrued vacation pay due but not yet taken at the Termination
                  Date shall be paid to the Executive on the Termination
                  Date.

              


      

      


      
        	
                (c)  

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

              


      

       

       

      
        
          2

        

        
           

          
            

          

        

        
           

        

      

      
      

      


      
        	
                (d)  

              	
                Bonus
                  and Retirement Benefits.  The Executive shall not be
                  entitled to any bonus under the Company’s executive bonus plan for the
                  year in which his termination occurs. The Agreement shall not affect
                  the
                  Executive’s entitlement to benefits under the Company’s retirement plan
                  accrued as of his termination.

              


      

      


      
        	
                (e)  

              	
                Executive
                  Outplacement Counseling.  The Company shall engage an
                  outplacement counseling service of national reputation, at its
                  own expense
                  provided that such expense shall not exceed Ten Thousand Dollars
                  ($10,000), to assist the Executive in obtaining employment, until
                  the
                  earliest of (i) two years from the Termination Date, (ii) such
                  date as the
                  Executive has obtained employment, or (iii) until such time the
                  Company’s
                  expenses equal Ten Thousand Dollars
                  ($10,000).

              


      

    

     

    4.           Entirety.

    


    
      	
               

            	
              This
                Agreement constitutes the entire agreement between the parties pertaining
                to the subject matter contained herein and supersedes all prior and
                contemporaneous agreements, representations and understandings of
                the
                parties. No supplement, modification or amendment of this Agreement
                shall
                be binding unless referring specifically to this Agreement and executed
                in
                writing by the parties hereto.  In no event will the Executive
                be entitled to severance under both this Agreement and the Company’s
                severance policy, if any, as it is the intent of the parties hereto
                that
                the severance provided for in this Agreement shall be in lieu of,
                and not
                in addition to, the severance that the Executive would otherwise
                be
                entitled to under the Company’s severance policy, if
                any.

            


    

    


    5.           Mitigation.

    


    
      	
               

            	
              The
                Executive is required to mitigate the Termination Pay Amount by seeking
                other comparable employment as promptly as practicable after the
                Termination Date and amounts due hereunder shall be offset against
                or
                reduced by any amount earned from such other employment. The benefits
                provided for in Section 3(c) shall terminate upon the Executive’s
                obtaining such other employment. The Executive hereby agrees to notify
                the
                Company promptly upon obtaining
                employment.

            


    

    


    6.           Certain
      Obligations of Executive.

    


    
      	
               

            	
              In
                order to induce the Company to enter into this Agreement, the Executive
                hereby agrees to the following obligations, which obligations of
                the
                Executive shall be in addition to, and shall not limit, any other
                obligation of the Executive to the Company with respect to the matters
                set
                forth herein or otherwise:

            


    

     

     

    
      
        3

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              (a)  

            	
              Nondisclosure.  The
                Executive hereby agrees that all documents, records, techniques,
                business
                secrets, price and route information, business strategy and other
                information, whether in electronic form, hardcopy or other format,
                which
                have come into his possession from time to time during his employment
                by
                the Company or which may come into his possession during his employment,
                shall be deemed to be confidential and proprietary to the Company
                and the
                Executive further agrees to retain in confidence any confidential
                information known to him concerning the Company and its affiliates
                and
                their respective businesses, unless such information (i) is publicly
                disclosed by the Company or (ii) is required to be disclosed by valid
                legal process; provided, however, that prior to any such disclosure,
                if
                reasonably practicable, the Executive must first notify the Company
                and
                cooperate with the Company (at the Company’s expense) in seeking a
                protective order.

            


    

    


    
      	
              (b)  

            	
              Return
                of Property.  The Executive agrees that, upon termination of
                the Executive’s employment with the Company for any reason, the Executive
                will return to the Company, in good condition, all property of the
                Company
                and any of its affiliates, including without limitation, keys; building
                access cards; computers; cellular telephones; automobiles; the originals
                and all copies (in whatever format) of all management, training,
                marketing, pricing, strategic, routing and selling materials; promotional
                materials; other training and instructional materials; financial
                information; vendor, owner, manager and product information; customer
                lists; other customer information; and all other selling, service
                and
                trade information and equipment.  If such items are not
                returned, the Company will have the right to charge the Executive
                for all
                reasonable damages, costs, attorneys’ fees and other expenses incurred in
                searching for, taking, removing and/or recovering such
                property.

            


    

    


    
      	
              (c)  

            	
              Nonsolicitation.  During
                the period of employment with the Company and for a period of 12
                months
                thereafter, the Executive will not, on the Executive’s own behalf or on
                behalf of any other person, partnership, association, corporation
                or other
                entity, or otherwise act indirectly to hire or solicit or in any
                manner
                attempt to influence or induce any employee of the Company or its
                affiliates to leave the employment of the Company or its affiliates,
                nor
                will the Executive use or disclose to any person, partnership,
                association, corporation or other entity any information obtained
                while an
                employee of the Company concerning the names and addresses of the
                employees of the Company or its
                affiliates.

            


    

    


    
      	
              (d)  

            	
              Nondisparagement.  The
                Executive shall not, either during the term of this Agreement or
                at any
                time thereafter, make statements, whether orally or in writing, concerning
                the Company, any of its directors, officers, employees or affiliates
                or
                any of its business strategies, policies or practices, that shall
                be in
                any way disparaging, derogatory or critical, or in any way harmful
                to the
                reputation of the Company, any such persons or entities or business
                strategies, policies or practices.

            


    

     

     

    
      
        4

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              (e)  

            	
              Cooperation.  The
                Executive agrees to cooperate, at the request and expense of the
                Company,
                in the prosecution and/or defense of any claim or litigation in which
                the
                Company or any affiliate is involved on the Termination Date or thereafter
                that includes subject matter as to which the Executive has knowledge
                and/or expertise.

            


    

    


    
      	
              (f)  

            	
              Damages.  Notwithstanding
                anything in this Agreement to the contrary, if the Executive breaches
                the
                covenants contained in this Section 6, the Company will have no further
                obligations to the Executive pursuant to this Agreement or otherwise
                and
                may recover from the Executive all such damages to which it may be
                entitled at law or in equity.  In addition, the Executive
                acknowledges that any such breach may result in immediate and irreparable
                harm to the Company for which money damages are likely to be
                inadequate.  Accordingly, the Company may seek whatever relief
                it determines to be appropriate to protect the Company’s rights under this
                Agreement, including, without limitation, an injunction to prevent
                the
                Executive from disclosing any trade secrets or confidential or proprietary
                information concerning the Company to any person or entity, to prevent
                any
                person or entity from receiving from the Executive or using any such
                trade
                secrets or confidential or proprietary information and/or to prevent
                any
                person or entity from retaining or seeking to retain any other employees
                of the Company.  The Executive acknowledges good and sufficient
                consideration for the covenants of this Section
                6.

            


    

    


    7.           Successors.

    


    
      	
               

            	
              The
                Company will require any successor (whether direct or indirect, by
                purchase, merger, consolidation or otherwise) to all or substantially
                all
                of the business and/or assets of the Company to expressly assume
                and agree
                to perform this Agreement in the same manner and to the same extent
                that
                the Company would be required to perform it if no such succession
                has
                taken place.

            


    

    


    8.           Governing
      Law.

    


    
      	
               

            	
              The
                validity, interpretation, construction and performance of this Agreement
                shall be governed by the internal laws of the State of
                Texas.

            


    

    


    9.           Termination.

    


    This
      Agreement shall terminate on
      December 31, 20__.

     

     

    
      
        5

      

      
         

        
          

        

      

      
         

      

    

    
 

    10.           Compliance
      with Code Section 409A.

    


    To
      the
      extent applicable, this Agreement shall be interpreted in accordance with
      Section 409A of the Code and Department of Treasury regulations and other
      interpretive guidance issued thereunder.  Notwithstanding any
      provision of this Agreement to the contrary, and if and only to the extent
      it
      becomes necessary to prevent any accelerated or additional tax under Section
      409A of the Code, if the Executive is a “specified employee” as defined in
      Section 409A of the Code, any severance pay or benefits constituting deferred
      compensation to which Section 409A applies and payable by reason of the
      Executive’s termination of employment (severance pay and benefits up to $450,000
      are not subject to Section 409A) shall be deferred (without any adjustment
      to
      the amount of such payments or benefits ultimately paid or provided to the
      Executive) until the date that is six (6) months following such termination
      (or
      the earliest date as is permitted under Section 409A of the Code).

    


    IN
      WITNESS WHEREOF,
      the parties have caused this Agreement to be executed and delivered as of the
      day and year first above set forth.

    


    


    DARLING
      INTERNATIONAL
      INC.

    


    


    By:
      _____________________________

    Randall
      C. Stuewe

    Chief
      Executive Officer

    


    


    EXECUTIVE

    


    


    


    By:
      _____________________________

    Printed
      Name:
      ____________________


    
      
        6