Bonus. In addition to Employee’s salary as provided in [Section 3.1], Employee shall be entitled to an annual cash and/or incentive plan bonus computed based upon the earnings of REX American Resources Corporation (“REX”) determined by the independent public accountants then engaged by REX (the “Bonus”).

Bonus. [Sections 2(b)(ii) and 2(b)(iii)])] are replaced in their entirety with the following: “On or before 15 days from the execution of this document you will receive a signing bonus in the amount of $500,000 (before any appropriate and customary payroll deductions). If Executive terminates his employment at any time within three (3) years of the execution of this Amendment, Executive agrees to pay back the net amount (after taxes) of the signing bonus, otherwise Executive shall have no requirement to pay back said signing bonus. Furthermore, if there is a Change of Control, as that term is defined in the Company’s First Lien Credit Agreement dated as of December 20, 2013 (except that an Initial Public Offering of the Company or its affiliates shall not constitute a Change of Control), or if a change in CEO from [[Person B:Person]] to another executive without Executive’s consent, or if a significant diminishment in the nature or scope of the authority, power, function or duty attached to the position which the Executive currently maintains without the consent of the Executive, said signing payback requirement shall immediately cease, and the Non-Compete as described in [section 5(b)] shall immediately cease. In addition to your Base Salary, Executive will be eligible for each of an Annual Bonus and an Annual Incentive Program. Your Annual Bonus will make you eligible for up to $250,000 (before any appropriate and customary payroll deductions) and will be based on company performance criteria as applied to other executives of the Company. Your Annual Incentive Program will entitle you to an annual bonus of $250,000 (before any appropriate and customary payroll deductions). Your Annual Bonus and your Annual Incentive Program (AIP) payment will be paid in the first quarter following the completion of the fiscal year at the same time that the company pays all employees their Incentive Program Bonus and Annual Bonuses.”

Bonus. “Bonus” with respect to a Plan Year means that portion of Certified Earnings that is equal to the amount payable under any regular incentive plan of a Participating Employer that is earned, or intended to be earned, over a period of at least a calendar year or fiscal year as modified by the rules below:

Bonus. Executive will be eligible for an annual discretionary bonus of up to % of Executive’s Base Salary. Executive’s annual target bonus percentage, whether Executive receives an annual bonus for any given year, and the amount of any such annual bonus, will be determined by the Board in its sole discretion based upon the Company’s and Executive’s achievement of objectives and milestones to be determined on an annual basis by the Board in consultation with Executive. Bonuses are generally paid by March 15 following the applicable bonus year, and Executive must be an active employee on the date any Annual Bonus is paid in order to earn any such Annual Bonus. Executive will not be eligible for, and will not earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before the date Annual Bonuses are paid.

Bonus. The Company shall set for the President and CEO an annual target bonus of one hundred percent ( 100%) of his annual base salary as may be earned by him under the Company’s non-equity incentive bonus plan (the “Incentive Bonus”). The bonus shall be due and payable on or before March 31 of each contract year of this Agreement commencing with the bonus corresponding to calendar year 2016 due and payable on or before March 31, 2017.

Bonus. As soon as feasible following termination, the Company will pay you any deferred and unpaid bonus amounts due for the fiscal year immediately preceding your termination and a prorated amount of the bonus at Target for the bonus period in which your termination date occurs. The prorated bonus payment will be in an amount equal to the product of # the bonus at Target for the bonus period and # a fraction, the numerator of which is the number of days from the first day of the bonus period to your termination date, and the denominator of which is the number of days in the bonus period.

Severance. If Executive's employment is terminated pursuant to a Qualifying Termination, Executive will receive an amount equal to twice the Base Salary plus twice the APP award target or other annual cash incentive target of Executive at the time of termination, payable in 24 substantially equal monthly installments (the “Severance Amount”). Executive's right to receive the Severance Amount is contingent upon Executive's continuing compliance with the provisions of Sections 8, 9 and 10 of this Agreement and subject to the Executive having executed and delivered to the Company an effective release of any and all claims in such form as is reasonably acceptable to the Company. Executive will not be required to mitigate the amount of payments under this Section 6, nor will any earnings that Executive may receive from any other source reduce any the Severance Amount. For purposes of this Agreement,

Severance. Employer shall pay severance to Employee in the amount of Five Thousand Dollars ($5,000.00), less applicable withholdings, within ten (10) days after Employee executes the Agreement and returns the executed Agreement to Employer, provided the employee does not revoke the Agreement as set forth in Section 17 (the “Severance Payment”). As additional consideration, Employer and Employee (collectively the “Parties”) agree that Employee shall be provided the following “Additional Equity” as set forth on Exhibit A.

Severance. In the event that the Company terminates your employment without Cause, as defined below, and provided you enter into, do not revoke and comply with the terms of a usual and customary separation agreement in a form provided by the Company (the “Release”), the Company will provide you with the following “Termination Benefits”: # an amount equal to # the sum of three (3) months of your base salary described in Section 3 or # in the event that the Company terminates your employment without Cause following the six-month anniversary of the Start Date, the sum of six (6) months of your base salary described in Section 3, in each case subject to payroll withholding and deduction (the “Salary Continuation Payments”): and # if elected, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and you as in effect on your last day of employment (the “Date of Termination”) until the earlier of: (i) (A) three (3) months from the Date of Termination or # in the event that the Company terminates your employment without Cause following the six-month anniversary of the Start Date, six (6) months from the Date of Termination, and # the date you and your dependents become eligible for health benefits through another employer or otherwise become ineligible for COBRA. The Salary Continuation Payments shall commence upon the Company’s first regular payroll date after the Release has become fully effective. In the event you miss a regular payroll period between the Date of Termination and first Salary Continuation Payment date, the first Salary Continuation Payment shall include a “catch up” payment. Solely for purposes of [Section 409A] of the internal Revenue Code of 1986, as amended (the “Code”), each Salary John F. Tomayko 502 Raspberry LN

Severance. If Employee’s employment is terminated either by the Company without Cause (as defined above) (and not for death or Disability), or by Employee for Good Reason pursuant to Section 4(c) above, then, subject to his execution and non-revocation of a reasonable and customary general release of claims in favor of the Company and its affiliates within sixty (60) days of the Termination Date, Employee shall be entitled to receive the following: # an amount equal to twelve (12) months of his Base Salary in effect as of the Termination Date, paid in accordance with the Company’s normal payroll cycle over the twelve (12) month period following the Termination Date, and # the Company will pay its share of premiums for Employee’s health insurance as currently enrolled on the Termination Date through the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) over the twelve (12) month period following the Termination Date; provided that such payments described in (i) and (ii) shall automatically cease upon Employee’s employment or engagement as a consultant, contractor, or service provider by any person or entity other than the Company within the applicable payment period, of which Employee must provide written notice to Company immediately upon acceptance of such employment or engagement; and provided that such amounts shall be paid in accordance with the Company’s customary payroll practices, and less such deductions as are required by law or that Employee may elect in accordance with Company policy and procedure.