EMPLOYMENT AGREEMENT(“Agreement”) is made and entered into
as of the 10th day of February, 2003, by and between EAST KANSAS AGRI-ENERGY, LLC (“EKAE”) and
JILL A. ZIMMERMAN (“Zimmerman”).
EKAE intends to develop, finance and construct an ethanol
plant in or near Garnett, Kansas (the “Project”); and
Zimmerman has valuable experience in the Kansas corn and grain sorghum
industries, and related industries;
EKAE wishes to employ Zimmerman in connection with the
Project, and Zimmerman desires to accept such employment by EKAE, upon the
terms and conditions herein set forth.
THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. Employment. EKAE hereby employs Zimmerman to provide
ethanol project development services (the “Services”) and Zimmerman hereby
accepts such employment upon the terms and conditions hereinafter set forth.
Termination. The term of employment
under this Agreement shall commence effective February 10, 2003 and shall
continue, unless sooner terminated as provided herein, until March 31,
2004. Either party may terminate this
Agreement at any time, with or without cause, upon delivery of oral or written
notice to the other party indicating an intention to terminate the Agreement. In the event either party exercises its
right to terminate this Agreement, Zimmerman shall be entitled to payment for
Services actually rendered and completed prior to such notice to terminate.
For all services rendered to EKAE during the term of this agreement,
Zimmerman shall be paid an annual salary of $37,700.00, which shall be paid in
accordance with EKAE’s normal payroll practices.
4. Benefits. During the term of this Agreement, EKAE
shall pay to Zimmerman the amount of $101.75 per month as a regular stipend
intended to offset health insurance costs.
5. Confidentiality. In providing Services hereunder, Zimmerman
may have access to documents and information relating to EKAE and its
properties and business operations (hereafter referred to as “Confidential
Information”). All such Confidential
Information shall at all times during the term of this Agreement and for a
period of two (2) years thereafter, be treated as confidential and sensitive
proprietary business information.
Zimmerman shall not, unless compelled by legal process, except in
accordance with the express terms of this Agreement or with the prior written
consent of EKAE, disclose or permit the disclosure of any Confidential
Information to any person or entity whatsoever, unless such information is
otherwise readily available in the public domain.
Services and Compensation. Nothing
in this Agreement shall prohibit Zimmerman from otherwise serving as an officer
or director of EKAE during or following the term of this Agreement and
receiving and accepting compensation or reimbursements related to her services
as an officer or director.
7. Miscellaneous. Except as otherwise provided herein, any and
all notices and reports required or contemplated hereunder shall be in writing
and shall be sent in a commercially reasonable manner under the circumstances,
addressed to the parties at their respective addresses in Garnett, Kansas. This Agreement shall be governed by and
construed in accordance with Kansas law, and shall not be modified except in a
writing signed by the parties. This
Agreement is binding upon the parties and their heirs, representatives, agents,
successors and permitted assigns.
Neither this Agreement or any parties’ rights, duties, responsibilities
or obligations shall be assigned by either party, in whole or in part, without
the prior written consent of the other party hereto. If any provision herein is held to be invalid or
unenforceable, in whole or in part, the
remaining provisions shall not be affected.
No omission or delay by either party in enforcing any right or remedy or
in requiring any performance hereunder shall constitute a waiver of any such
right, remedy or required performance, nor shall it affect the right of either
party to enforce such provision thereafter.
The headings contained herein are for convenience only and shall not be
considered in interpreting or construing this Agreement. This Agreement may be executed in
WITNESS WHEREOF, the parties hereto have duly executed this EMPLOYMENT AGREEMENTas of the date first