270 Legal [Sample Agreements]

Change of Control Agreement

This is a Change of Control Agreement (“Agreement”), dated as of July 31, 2007, between Advanced BioEnergy, LLC, a Delaware limited liability company (the “Company”), and William Paulsen (the “Employee”), an employee of the Company.

Background

A. The board of directors of the Company (the “Board”) or a committee of two or more directors of the Company (the “Committee”) has the authority to grant and administer equity awards (if the Board has not appointed a committee to administer the awards, then the Board shall constitute the Committee).

B. The Committee has determined that it would be in the best interest of the Company to provide Employee with the right to receive an additional ownership interest in the Company, conditioned upon occurrence of a change of control transaction regarding the Company, to provide further incentive to the Employee to continue his service with the Company, advance the interest of the Company, and to more closely align his interests with those of the members of the Company.

C. The Committee has determined that this purpose can best be achieved by granting the Employee the right to receive units on the terms and conditions and subject to the restrictions set forth herein.

The parties hereto agree as follows:

Terms and Conditions

1. Issuance and Terms of Units.

(a) Grant of Units. The Company hereby grants to the Employee, effective as of the date of this Agreement, the right to receive 5,500 Units on the terms and under the conditions specified in this Agreement.

(b) No Rights as Holder. Each Unit to be issued hereunder (a “Unit”) represents one Unit of the Company as defined in the Company’s Third Amended and Restated Operating Agreement, as it may be amended from time to time (the “LLC Agreement”), and when issued will be subject to the terms of the LLC Agreement as well as the restrictions specified in this Agreement. Unless and until any Unit is issued under this Agreement, the Employee will have no rights as a member or Unit holder of the Company by virtue solely of entering into this Agreement.

(c) Unit Certificates. The Units will be evidenced by one or more duly issued unit certificates registered in the name of the Employee. Each certificate evidencing any Units will contain such legends and transfer instructions or limitations as may be determined or authorized by the Company in its sole discretion and as otherwise required under this Agreement and the LLC Agreement.
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