EXHIBIT 10.15
FIRST AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN
This First Amended and Restated
Deferred Compensation Plan is effective as of the 1 st
day of February, 2004, by South Dakota Soybean Processors, a South
Dakota limited liability company (“Employer”), for the
benefit of a key employee, Rodney G. Christianson
(“Employee”).
RECITALS:
A.
South Dakota Soybean Processors, a
South Dakota cooperative (the “Cooperative”), and
Employee executed a Deferred Compensation Plan effective
September 1, 1998. Under the Deferred Compensation Plan, each
Deferred Compensation Unit was equivalent to a share of the
Cooperative’s common stock.
B.
Pursuant to a Plan of Reorganization
effective July 1, 2002, (“Reorganization”) the
Cooperative transferred its assets and liabilities to South Dakota
Soybean Processors, LLC for Capital Units. The Deferred
Compensation Plan was among the items transferred, assigned and
assumed.
C.
During the Reorganization, the
Capital Units of Employer were distributed to the Cooperative
members at the rate of one (1) Capital Unit for each share of
common stock.
D.
Following the Reorganization, each
Deferred Compensation Unit was equivalent to a single Capital Unit
of Employer.
E.
On July 17, 2003, Employer
underwent a two for one Capital Unit split.
F.
Employer and Employee mutually
desire to amend the Deferred Compensation Plan to clarify its
operation and to enable Employer to offer Employee additional
incentive compensation.
NOW, THEREFORE, in consideration of
the above recitals and other good and valuable consideration, the
receipt of which is acknowledged, Employer and Employee amend the
Deferred Compensation Plan to read as follows:
1.
Definitions
. The following terms shall
have these meanings:
a.
“Additional Compensation
Units” shall mean an amount equal to one Capital Unit of
Employer.
b.
“Capital Unit” shall
mean a single Class A ownership interest in Employer.
c.
“Deferred Compensation
Unit” shall mean an amount equal to one Capital Unit of
Employer.
d.
“Fair Market Value of Deferred
Compensation Units” and “Fair Market Value of
Additional Compensation Units” shall mean amounts computed
using the average price of Employer’s Capital Units. The
average price of the Employer’s Capital Units will be
calculated from the Capital Units traded during the most recent
three calendar quarters in which any Capital Units were traded
preceding the date of the valuation.
e.
“Fair Market Value of USSC
Compensation Units” shall mean an amount equal to the book
value of USSC’s Compensation Units as determined by
Employer’s independent certified accounting firm under
generally accepted accounting principles in a manner consistent
with its regular bookkeeping practices as of the end of the
calendar month preceding the date of the valuation or, in the event
either Employer or Employee disputes that the book value represents
fair market value then the fair market value shall be set by
appraisal. Employer and Employee shall each obtain and pay for an
appraisal of USSC’s stock. If the higher of the two appraised
values is within ten percent (10%) of the lower of the two values,
then the fair market value shall be equal to the average of the two
appraised values. If the higher of the two appraised values is not
within ten percent(10%) of the lower of the two values, then a
third appraiser shall be obtained by mutual agreement of Employer
and Employee with the cost being shared equally between them. The
agreement of at least two of the three appraisers shall be the fair
market value. If at least two of the appraisers can not agree on
the appraised value, then the three appraised values shall be added
together and divided by three with the result to be the fair market
value.
f.
“Ledger Account” shall
mean the incentive compensation ledger account in the name of
Employee which provides a record of the number of Deferred
Compensation Units, Additional Compensation Units and USSC
Compensation Units awarded to Employee and the number of units that
have vested.
g.
“Plan” shall mean this
First Amended and Restated Deferred Compensation Plan.
h.
“USSC Compensation
Units” shall mean an amount equal to one share of the common
stock of Urethane Soy Systems Co. (“USSC”).
2.
Purpose of Plan
. The purpose of the Plan is to
enable Employee to enhance his retirement security and to provide
incentives and rewards to Employee for contributing to the success
of Employer through his invention, ability, industry, loyalty and
exceptional service by making him a participant in that
success.
3.
Number of Units
Credited .
a.
Initial Award
. The Cooperative initially credited
the Ledger Account of Employee with thirty thousand (30,000)
Deferred Compensation Units effective September 1, 1998. The
thirty thousand (30,000) Deferred Compensation Units remained in
Employee’s Ledger Account after the Reorganization. Following
the Capital Units split by Employer on July 17, 2003,
Employee’s Ledger Account contained sixty thousand (60,000)
Deferred Compensation Units.
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b.
Additional Award
. Employer shall credit
Employee’s Ledger Account with thirty thousand (30,000)
Additional Compensation Units effective February 1, 2004.
Employer shall also credit Employee’s Ledger Account with two
hundred (200) USSC Compensation Units effective February 1,
2004.
c.
No Ownership of Capital Units or
Stock . Credits to
Employee’s Ledger Account do not give Employee any right,
title, or interest in any actual Capital Units issued by Employer
or common shares issued by USSC.
4.
Adjustment of Number of
Units .
a.
Capital Unit or Share
Split . In the event of a
Capital Unit or a USSC common share split, an appropriate
adjustment shall be made by Employer in the number of Deferred
Compensation Units, Additional Compensation Units or USSC
Compensation Units, whichever is applicable, which may be credited
to Employee in the Ledger Account; provided, however, that Employer
shall not be required to establish any fractional units. In the
event a payment is required to purchase split Capital Units or
split USSC common shares, the number of Deferred Compensation
Units,
