DARLING INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>mv5-16ex10_1.txt
<TEXT>
                                                                   Exhibit 10.1


                                                                Execution Copy

                              Amended and Restated
                              Employment Agreement

                  This Amended and Restated Employment Agreement (this
"Agreement") is made and entered into as of February 28, 2006, by and among
Darling International Inc., a Delaware corporation ("Parent"), Darling National
LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent
(the "Employer" or "Company"), and Mark A. Myers ("Employee"). Parent, the
Company and Employee are collectively referred to herein as the "Parties."

                  WHEREAS, Employee has previously entered into an employment
agreement with Parent dated as of December 19, 2005 ("Prior Employment
Agreement") to be effective upon the closing of the transactions (the date of
such closing, the "Effective Date") contemplated by that certain Asset Purchase
Agreement by and among Parent, the Company and National By-Products, LLC, an
Iowa limited liability company, dated as of December 19, 2005 (the "Asset
Purchase Agreement");

                  WHEREAS, Parent and the Company desire for the Company to
employ Employee and Employee desires to be employed by the Company, under the
terms and pursuant to the conditions set forth herein; and

                  WHEREAS, this Agreement amends, restates and supersedes the
Prior Employment Agreement in its entirety.

                  NOW, THEREFORE, for and in consideration for the foregoing
recitals, and in consideration of the mutual covenants, agreements,
understandings, undertakings, representations, warranties and promises
hereinafter set forth, and intending to be legally bound thereby, the Parties do
hereby agree as follows:

                  1. Employment. The Employer hereby agrees to employ Employee,
and Employee hereby agrees to be employed by the Employer during the Employment
Period (as defined below), upon the terms and subject to the conditions set
forth in this Agreement. Employee shall carry out such duties as are assigned by
Parent's Chief Executive Officer (the "CEO"). Employee will initially have the
title of Executive Vice President, Chief Operating Officer, Midwest Region and
will have the Des Moines Regional Office as his primary office.

                  2. Base Salary. Employee shall receive a base salary of
$427,215 per annum during the Employment Period as compensation for the services
contemplated hereby, payable periodically in accordance with Parent's payroll
policy for executive officers ("Base Salary"). Employee will not receive any
compensation other than the Base Salary except as specifically set forth in
Section 5, Bonus and Section 6, Employee Benefits. The amount of Base Salary
will be reviewed by Parent's Board of Directors Compensation Committee annually
and may be increased, subject to the approval of Parent's Board of Directors
Compensation Committee in its sole discretion.


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                  3. Employment Period. The Term of this Agreement shall
commence on the Effective Date and shall continue until December 31, 2007,
subject to termination as provided in Section 8. The term "Employment Period"
means all times Employee is employed by the Employer, commencing on the
Effective Date and continuing throughout the Term.

                  4. Employee Service. During the Employment Period, Employee
shall devote his full time and best efforts to the business of the Company and
Parent and at all times faithfully, industriously and to the best of his
ability, experience and talent, perform all of the duties reasonably requested
by the CEO.

                  5. Bonus. Employee will be eligible to participate in Parent's
Annual Incentive Compensation Plan (the "Plan") of which 35% of Employee's
annual base salary (prorated for any partial year) is used for bonus
calculations. The Plan is based upon annual performance objectives and terms of
any Plan adopted by Parent's Board of Directors from time to time. Bonuses
awarded pursuant to such Plan will be payable in accordance with the then
current policy of the Company and Parent.

                  6. Employee Benefits. During the Term, Employee shall be
entitled to:

                    (a) continued participation in the health insurance,
vacation, holiday, profit-sharing, and 401(k) plans in place and in which
Employee participates as of the date of signing of the Asset Purchase Agreement
that are assumed and continued by the Employer or in comparable plans if such
plans are discontinued by the Employer following the Effective Date;

                    (b) a motor vehicle allowance in the amount of $700 per
month, payable monthly;

                    (c) reimbursement for all ordinary and necessary motor
vehicle expenses and travel expenses incurred by Employee in connection with the
performance of his duties hereunder, subject to submission of appropriate
documentation thereof in compliance with such policies and procedures as the
Company may adopt from time to time;

                    (d) accrue and be entitled to use up to four weeks of
vacation each year, at full pay, in accordance with the Company's vacation
policy;

                    (e) eligibility for consideration by Parent's Board of
Directors Compensation Committee for participation in Parent's Long Term
Incentive Program; and

                    (f) eligibility for consideration by Parent's Board of
Directors for a Senior Executive Termination Benefits Agreement as offered to
other senior executives of Parent as of December 31, 2007, the form of which is
attached hereto as Exhibit A, but which form may be modified from time to time
by Parent's Board of Directors in its sole discretion; provided, however, that
if Parent's Board of Directors in its sole discretion determines not to enter
into a Senior Executive Termination Benefits Agreement with Employee, then


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Employee will be entitled to severance benefits in accordance with the Company's
and Parent's then current policy for salaried employees.

Employee shall not be entitled to any benefits other than as specifically set
forth in this Section 6.

                  7. Certain Covenants.

                    (a) Confidentiality Agreement. Employee acknowledges that he
has in his possession as of the Effective Date, and that he will continue to
have access to, Confidential Information (hereinafter defined) which has great
value to the Employer and Parent. Confidential Information includes, in whole or
in part, information concerning the Company's or its affiliates' experimental
and development plans, trade secrets, secret procedures, information relating to
ideas, improvements, and inventions, disclosures, processes, systems, contracts,
agreements, formulas, patents, patent applications, machinery, material research
activities and plans, customers or vendors and prospective customers, the
Company's or its affiliates' product costs, prices, profits and volume of sales,
and future business plans, and other confidential or proprietary information
belonging to the Company or its affiliates or relating to the Company's or its
affiliates' affairs, including, without limitation, such information that has
been disclosed to one or more third parties pursuant to distribution agreements,
joint research agreements or other agreements entered into by the Company or any
of its affiliates; provided, however, that Confidential Information shall not
include any information that has entered or enters the public domain through no
fault of Employee. During the Employment Period and at all times thereafter,
Employee shall keep all of the Confidential Information in confidence and shall
not disclose any of the same to any other person for any reason, whether or not
developed by Employee, except the Employer's and Parent's personnel entitled
thereto and other persons designated in writing by the CEO. Employee shall not
cause, suffer or permit the Confidential Information to be used for the gain or
benefit of any party outside the Employer or Parent or for Employee's personal
gain or benefit outside the scope of Employee's engagement by the Employer. The
Company shall have the right to communicate with any of the future or
prospective employers of Employee concerning Employee's continuing obligation to
hold and safeguard the Confidential Information.

                    (b) Non-Competition Agreement. During the Employment Period,
Employee shall not:

                            (i) have any ownership interest (of record or
         beneficial) in, or have any interest as an employee, salesman,
         consultant, officer or director in, or otherwise aid or assist in any
         manner, any firm, corporation, partnership, proprietorship or other
         business that engages in any city, state, or part thereof in the United
         States (the "Restricted Territory") in a business in which the Employer
         or Parent is engaged in the Restricted Territory or part thereof,
         including the acquisition of, and servicing of suppliers of, yellow
         grease and the processing, marketing and/or sale thereof, the
         acquisition of, disposal of, servicing of suppliers of, and/or
         processing of rendering raw materials (fat, bone, and offal) and the
         marketing, sale and/or disposal of Meat and Bone Meal, and the


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         servicing of grease traps and/or processing of grease trap material;
         provided, however, that Employee may own, directly or indirectly,
         solely as an investment, securities of any entity if Employee (a) is
         not a controlling person of, or a member of a group which controls,
         such entity and (b) does not, directly or indirectly, own one percent
         (1%) or more of any class of securities of any such entity;

                            (ii) solicit or assist any other person to solicit
         any business (other than for the Employer or Parent) from any customer
         of the Employer or Parent or request or advise any present or future
         customer of the Employer or Parent to withdraw, curtail or cancel its
         business dealings with the Employer or Parent, as the case may be; or
         commit any other act or assist others to commit any other act which
         might injure the business of the Employer or Parent;

                            (iii) directly or indirectly, hire, solicit or
         encourage to leave the employment of the Employer or any of its
         affiliates, any employee of the Employer or any of its affiliates or
         hire any such employee who has left the employment of the Employer or
         any of its affiliates within one year of the termination of such
         employee's employment with the Employer or any of its affiliates; or

                            (iv) directly or indirectly, hire, solicit or
         encourage to cease work with the Employer or any of its affiliates any
         consultant then under the oral or written contract with the Employer or
         any of its affiliates within one year of the termination of such
         Employee's employment with the Employer or any of its affiliates.

                  8. Termination.

                    (a) Death or Total Disability of Employee. If Employee dies
or becomes totally disabled during the Employment Period, the Employment Period
shall automatically terminate. For these purposes Employee shall be deemed
totally disabled if Employee shall become physically or mentally incapacitated
or disabled or otherwise unable fully to discharge Employee's duties hereunder
for a period of ninety (90) consecutive calendar days or for 120 calendar days
in any 180 calendar-day period ("Disability"). A determination of Disability
shall be made by a physician satisfactory to both Employee and the Company;
provided, however, that if Employee and the Company do not agree on a physician,
Employee and the Company shall each select a physician and these two together
shall select a third physician, and the determination by a majority of the three
physicians as to Disability shall be binding on all parties.

                    (b) Termination for Cause. The Employment Period may be
terminated by the Employer for the following occurrences ("Cause"):

                            (i) Employee's material breach of any of the
         covenants contained in Section 7 of this Agreement;


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                            (ii) Employee's conviction by, or entry of a plea of
         guilty or nolo contendere in, a court of competent and final
         jurisdiction for any crime (whether felony or misdemeanor) involving
         moral turpitude or punishable by imprisonment for more than one year in
         the jurisdiction involved or resulting in any imprisonment;

                            (iii) Employee's commission of any crime, act of
         fraud, embezzlement or theft upon or against (x) the Employer or Parent
         in connection with his duties with the Company or in the course of his
         employment with the Company or otherwise, or (y) any third party
         whether prior to our subsequent to the date hereof;

                            (iv) Employee's continuing repeated failure or
         refusal to perform Employee's duties as required by this Employment
         Agreement (including, without limitation, Employee's inability to
         perform Employee's duties hereunder as a result of chronic alcoholism
         or drug addiction and/or as a result of any failure to comply with any
         laws, rules or regulations of any governmental entity with respect to
         Employee's employment by the Employer), provided that termination of
         the Employment Period pursuant to this subsection (iv) shall not
         constitute valid termination for Cause unless Employee shall have first
         received written notice from the Company stating with specificity the
         nature of such failure or refusal and affording Employee at least
         fifteen (15) days to correct the act or omission complained of; or

                            (v) gross negligence, insubordination, material
         violation by Employee of any duty of loyalty to the Employer,
         disparagement of the Employer or Parent or their respective business,
         or any other material misconduct on the part of Employee, provided that
         termination of the Employment Period pursuant to this subsection (v)
         shall not constitute valid termination for Cause unless Employee shall
         have first received written notice from the Company stating with
         specificity the nature of such failure or refusal and affording
         Employee at least fifteen (15) days to correct the act or omission
         complained of.

If Employee is terminated for Cause, all payments and benefits pursuant to this
Agreement will cease immediately upon the date of such termination.

                    (c) Effects of a Termination by Resignation. If Employee
resigns, Employee shall be entitled to receive his Base Salary to the effective
date of the notice of termination. Employee will be entitled to no other
compensation.

                    (d) Effects of Termination for Death or Disability. Upon the
occurrence of Employee's death or total disability during the Employment Period,
all payments and benefits pursuant to this Agreement will cease.

                    (e) Termination by Expiration of Time. If this Agreement is
not otherwise terminated prior to December 31, 2007, it will be terminated as of
the close of business on that date.


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                  9. Return of the Employer's or Parent's Property and
Confidential Information. Upon the termination of the Employment Period for any
reason, Employee shall promptly deliver to the Company all Company or Parent
property in his possession and any and all documents or materials containing or
constituting Confidential Information.

                  10. Withholding. The Company shall be entitled to withhold
from any payments or deemed payments any amount of federal and state income,
FICA and other withholding tax it determines to be required by law.

                  11. Miscellaneous.

                    (a) Entire Agreement; Modification. This Agreement sets
forth the entire understanding of the Parties with respect to the subject matter
hereof, supersedes all prior oral or written understandings between them
concerning such subject matter, including without limitation the Prior
Employment Agreement. This Agreement may be modified only by a written
instrument duly executed by each Party.

                    (b) Survival. Notwithstanding the termination of this
Agreement or Employee's employment hereunder, Sections 7, 9 and 11 hereof shall
survive any such termination.

                    (c) Waiver. The failure of any party hereto at any time to
enforce performance by any other party of any provision of this Agreement shall
in no way affect such party's rights thereafter to enforce the same, nor shall
the waiver by any party of any breach of any provisions hereof be deemed to be a
waiver by such party of any other breach of the same or any other provision
hereof.

                    (d) Severability. If any term or provision of this Agreement
or the application thereof to any person or circumstance shall, to any extent,
be held invalid or unenforceable by a court of competent jurisdiction, the
remainder of this Agreement or the application of any such term or provision to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Agreement shall be valid and enforceable to the fullest extent permitted by
law. If any of the provisions contained in this Agreement shall for any reason
be held to be excessively broad as to duration, scope, activity or subject, it
shall be construed by limiting and reducing it, so as to be valid and
enforceable to the extent compatible with the applicable law or the
determination by a court of competent jurisdiction.

                    (e) Governing Law. This Agreement shall be exclusively
governed by, and interpreted in accordance with, the internal laws of the State
of Texas, without regard to the conflict of law principles thereof.

                    (f) Non-transferability of Interest; Assignment by the
Employer. None of the responsibilities of Employee or the rights of Employee to
receive any form of compensation payable pursuant to this Agreement shall be
assignable or transferable except through a testamentary disposition or by the


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laws of descent and distribution upon the death of Employee. Any attempted
assignment, transfer, conveyance, or other disposition (other than as aforesaid)
of any interest in the rights of Employee to receive any form of compensation to
be made by the Employer pursuant to this Agreement shall be null and void. In
the event of any sale, transfer or other disposition of all or substantially all
of the Company's assets or business, whether by merger, consolidation or
otherwise to any entity or person, this Agreement and the rights and obligations
of the Company hereunder shall be transferred to such entity or person. This
Agreement shall be binding upon and inure to the benefit of the parties, and
their legal representatives, heirs, and, subject to the preceding sentences of
this Section 11(f), their successors and assigns.

                    (g) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.

                    (h) Headings. The headings preceding the text of the
sections and subsections hereof are inserted solely for convenience of
reference, and shall not constitute a part of this Agreement, nor shall they
affect its meaning, construction or effect.



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                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date hereinabove set forth.



                                DARLING NATIONAL LLC

                                By: /s/ Randall C. Stuewe
                                    ---------------------------------------
                                    Randall C. Stuewe
                                    Chief Executive Officer




                                DARLING INTERNATIONAL INC.

                               By: /s/ Randall C. Stuewe
                                    ---------------------------------------
                                    Randall C. Stuewe
                                    Chief Executive Officer



                                /s/ Mark A. Myers
                                -------------------------------------------
                                Mark A. Myers



















                                SIGNATURE PAGE TO
                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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</DOCUMENT>
