CONTRACT LABOR AGREEMENT
Agreement made between Xxxxx Xxxxxxxxxx, City of Xxxxxxx, State of Iowa,
herein referred to as contractor, and Husker Ag Processing whose principal
place of business is located at City of Plainview, State of Nebraska, herein
referred to as employer.
RECITALS
1. Employer is engaged in the business of grain processing and ethanol
production and maintains an office at or near Plainview, Nebraska.
2. Contractor has been engaged and has had experience in personal and financial
management of comparable businesses.
3. Contractor is willing to be employed by employer, and employer is willing to
employ contractor, on the terms, covenants, and conditions hereinafter set
forth.
For the reasons set forth above, and in consideration of the mutual promises and
agreements hereinafter set forth, employer and contractor agree as follows:
SECTION ONE
CONTRACTOR DUTIES
Employer hereby employs, engages, and hires contractor as a construction and
general manager and contractor hereby accepts and agrees to such hiring,
engagement, and employment, subject to the general supervision and pursuant to
the orders, advice, and direction of employer. Contractor shall handle
prospective employee and investor meetings, personnel management, financial
management, and construction supervision and perform such other duties as are
customarily performed by one holding such position in other, same, or similar
businesses or enterprises as that engaged in by employer. Contractor shall also
additionally render such other and unrelated services and duties as may be
assigned to him from time to time by employer. It is the intention of both
parties that contractor shall perform duties, and be compensated under this
agreement as an Independent Contractor.
SECTION TWO
BEST EFFORTS OF CONTRACTOR
Contractor agrees that he will at all times faithfully, industriously, and to
the best of his ability, experience, and talents, perform all of the duties that
may be required of and from him pursuant to the express and implicit terms
hereof, to the reasonable satisfaction of employer. Such duties shall be
rendered at or near Plainview, Nebraska, and at such other place or places as
employer shall in good faith require or as the interest, needs, business, or
opportunity of employer shall require.
SECTION THREE
TERM OF EMPLOYMENT
The term of this agreement shall be a period of one year, commencing August,
2001 and terminating August, 2002, subject, however, to prior termination as
hereinafter provided. At the expiration date
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of August, 2002, this agreement shall be considered renewed for regular periods
of one year, provided neither party submits a notice of termination.
SECTION FOUR
COMPENSATION OF CONTRACTOR
Employer shall pay contractor, and contractor shall accept from employer, in
full payment for contractor's services hereunder, compensation at the rate of
Seven Thousand Five Hundred Dollars ($7,500.00) per month, payable twice a month
on the 1st and 15th days of each month while this agreement shall be in force.
Employer shall reimburse contractor for all necessary expenses, based on claims
submitted, at each regular pay period, (at IRS allowed rates) incurred by
contractor while traveling pursuant to employer's directions, shall pay up to
Five Thousand Dollars ($5,000.00) for actual moving expenses, and shall pay Two
Thousand Dollars ($2,000.00) toward general relocation expenses.
SECTION FIVE
TERMINATION DUE TO DISCONTINUANCE OF BUSINESS
Anything herein contained to the contrary notwithstanding, in the event that
employer shall discontinue operating its business at City of Plainview, State of
Nebraska, then this agreement shall terminate as of the last day of the second
full month after which employer ceases operations at such location with the same
force and effect as if such last day of the month were originally set as the
termination date hereof.
SECTION SIX
OTHER EMPLOYMENT
Contractor shall devote all of his time, attention, knowledge, and skills solely
to the business and interest of employer, and employer shall be entitled to all
of the benefits, profits or other issues arising from or incident to all work,
services, and advice of contractor, and contractor shall not, during the term
hereof, be interested directly or indirectly, in any manner, as partner,
officer, director, stockholder, advisor, contractor or in any other capacity in
any other business similar to employer's business or any allied trade; provided,
however, that nothing herein contained shall be deemed to prevent or limit the
right of contractor to invest any of his surplus funds in the capital stock or
other securities of any corporation whose stock or securities are publicly owned
or are regularly traded on any public exchange, nor shall anything herein
contained be deemed to prevent contractor from investing or limit contractor's
right to invest his surplus funds in real estate.
SECTION SEVEN
RECOMMENDATIONS FOR IMPROVING OPERATIONS
Contractor shall make available to employer all information of which contractor
shall have any knowledge and shall make all suggestions and recommendations that
will be of mutual benefit to employer and himself.
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SECTION EIGHT
TRADE SECRETS
Contractor shall not at any time or in any manner, either directly or indirectly
divulge, disclose or communicate to any person, firm or corporation in any
manner whatsoever any information concerning any matters affecting or relating
to the business of employer, including without limiting the generality of the
foregoing, any of its customers, the prices it obtains or has obtained from the
sale of, or at which it sells or has sold, its products, or any other
information concerning the business of employer, its manner of operation, its
plans, processes, or other data without regard to whether all of the foregoing
matters will be deemed confidential, material, or important, the parties hereto
stipulating that as between them, the same are important, material, and
confidential and gravely affect the effective and successful conduct of the
business of employer, and employer's good will, and that any breach of the terms
of this paragraph shall be a material breach of this agreement.
SECTION NINE
TRADE SECRETS AFTER TERMINATION OF EMPLOYMENT
All the terms of Section Eight shall remain in full force and effect for the
period of two years after the termination of contractor's employment for any
reason.
SECTION TEN
ADDITIONAL COMPENSATION
Contractor shall not be entitled to any additional compensation by reason of any
service which he may perform as the member of any managing committee of
employer, or in the event that he shall at any time be elected an officer or
director of employer.
SECTION ELEVEN
CONTRACTOR'S INABILITY TO CONTRACT FOR EMPLOYER
Notwithstanding anything herein contained to the contrary, contractor shall not
have the right to make any contracts or commitments for or on behalf of employer
without first obtaining the written consent of employer, with these exceptions:
a. Contractor may make or alter construction change orders not
to exceed Five Thousand Dollars ($5,000.00).
b. Contractor may make purchases or expenditures in the normal course
of business not to exceed one thousand dollars ($1,000.00), or a duration or
obligation of six (6) months.
SECTION TWELVE
AGREEMENTS OUTSIDE OF CONTRACT
This contract contains the complete agreement concerning the employment
arrangement between the parties and shall, as of the effective date hereof,
supersede all other agreements between the parties. The parties stipulate that
neither of them has made any representation with respect to the subject matter
of this agreement or any representations including the subject matter of this
agreement or any representations including the execution and delivery hereof
such representations as are specifically
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set forth herein and each of the parties hereto acknowledges that he or it has
relied on its own judgment in entering into this agreement. The parties hereto
further acknowledge that any payments or representations that may have
heretofore been made by either of them to the other are of no effect and that
neither of them has relied thereon in connection with his or its dealings with
the other.
SECTION THIRTEEN
MODIFICATION OF CONTRACT
No waiver or modification of this agreement or of any covenant, condition, or
limitation herein contained shall be valid unless in writing and duly executed
by the party to be charged therewith and no evidence of any waiver or
modification shall be offered or received in evidence of any proceeding,
arbitration, or litigation between the parties hereto arising out of or
affecting this agreement, or the rights or obligations of the parties hereunder,
unless such waiver or modification is in writing, duly executed as aforesaid,
and the parties further agree that the provisions of this section may not be
waived except as herein set forth.
SECTION FOURTEEN
FIDELITY BOND
Contractor will immediately make application for a fidelity or a surety
bond, to any company designated by employer, in such amount as may be specified
by employer. Employer shall pay the premium on such bond, and such bond shall
continue in force in such amounts as employer may from time to time require and
in the event such bond is refused, or is ever canceled, except with the approval
of employer, contractor may be terminated immediately and contractor shall be
entitled to compensation to the date of such termination only.
SECTION FIFTEEN
TERMINATION
This agreement may be terminated by either party on sixty (60) days written
notice to the other. If employer shall so terminate this agreement, contractor
shall be entitled to compensation for sixty (60) days from the date of
notification of contractor. In the event of any violation by contractor of any
of the terms of this contract, employer thereon may terminate employment without
notice and with pay only to the date of such termination. It is further agreed
that any breach or evasion of any of the terms of this contract by either party
hereto will result in immediate and irreparable injury to the other party and
will authorize recourse to injunction and/or specific performance as well as to
all other legal or equitable remedies to which such injured party may be
entitled hereunder.
SECTION SIXTEEN
TERMINATION FOR DISABILITY
Notwithstanding anything in this agreement to the contrary, employer is hereby
given the option to terminate this agreement in the event that contractor shall,
during the term hereof, become permanently disabled is hereinafter fixed and
defined such option shall be exercised by employer giving notice to contractor
by registered mail, addressed to him in care of employer at City of Plainview,
State of Nebraska, or at such other address as contractor shall designate in
writing of employer's intention to terminate this agreement on the last day of
the month during which such notice is mailed. On the giving of such notice, this
agreement shall cease on the last day of the month
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in which the notice is so mailed, with the same force and effect as if such last
day of the month were the date originally herein set forth a the termination
date hereof.
For the purposes of this agreement contractor shall be deemed to have become
permanently disabled, if, during any year of the term hereof, because of ill
health, physical or mental disability or for other causes beyond his control he
shall have been continuously unable or unwilling or shall have failed to perform
his duties hereunder for forty-five (45) consecutive days, or if, during any
year of the term hereof, he shall have been unable or unwilling or shall have
failed to perform his duties for a total period of ninety (90) days,
irrespective of whether or not such days are consecutive For the purposes hereof
the term "any year of the term hereof" is defined to mean any 12 calendar months
period commencing on January 1st and terminating on December 31st during the
term of this agreement.
SECTION SEVENTEEN
SEVERABILITY
All agreements and covenants contained herein are severable, and in the event
any of them, with the exception of those contained in Sections One and Four
hereof, shall be held to be invalid by any competent court, this contract shall
be interpreted as if such invalid agreements or covenants were not contained
herein.
SECTION EIGHTEEN
CHOICE OF LAW
It is the intention of the parties hereto that this agreement and the
performance hereunder and all suits and special proceedings hereunder be
construed in accordance with and under and pursuant to the laws of the State of
Nebraska and that in any action, special proceeding or other proceeding that may
be brought arising out of, in connection with, or by reason of this agreement,
the laws of the State of Nebraska shall be applicable and shall govern to the
exclusion of the law of any other forum, without regard to the jurisdiction in
which any action or special proceeding may be instituted.
In witness whereof, the parties have executed this agreement at Plainview,
Nebraska on August 10, 2001.
Husker Ag Processing, LLC
By: /s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxxxxxx
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Xxxx Xxxxxxx Xxxxx Xxxxxxxxxx
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