Earnout Agreement

EXHIBIT 10.10 [***] DENOTES CONFIDENTIAL MATERIALS OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT EARNOUT AGREEMENT This Earnout Agreement (this " Agreement" ), is made, entered into and effective as of July 3, 2008 (the " Effective Date" ), by and between Valero Refining and Marketing Company, a Delaware corporation (" Seller" ) and Alon Refining Krotz Springs, Inc., a Delaware corporation (" Buyer" ). WITNESSETH WHEREAS , Buyer and Seller have entered into a Stock Purchase Agreement, dated as of May 7, 2008 (the " SPA" ), and, as a condition to the consummation of the transactions contemplated by the SPA, Buyer and Seller (collectively, the " Parties" , and each individually a " Party" ) are entering into this Agreement; NOW THEREFORE , in consideration of the premises, the terms and conditions hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. DEFINED TERMS As used in this Agreement, the following terms shall have the following meanings:" Barrel" means 42 United States' standard gallons at 60 degrees Fahrenheit." Business Day" means a day other than Saturday, Sunday or any day on which banks located in the State of New York are authorized or obligated to close." Daily Average Crude Price" means the average of the high and low prices for First Month WTI-Cushing as quoted in Platt' s for each day during an Earnout Year, converted to Barrels as applicable; provided that daily calculations on weekends and holidays will use prices published for the immediately preceding Friday or Business Day, respectively." Daily Average Gasoline Price" means the average of the high and low prices for Regular Unleaded Gasoline, US Gulf Coast Pipeline, as quoted in Platt' s for each day during an Earnout Year, converted to Barrels as applicable; provided that daily calculations on weekends and holidays will use prices published for the immediately preceding Friday or Business Day, respectively." Daily Average ULSD Price" means the average of the high and low prices for Ultra Low Sulfur Diesel, US Gulf Coast Pipeline, as quoted in Platt' s for each day during an Earnout Year, converted to Barrels as applicable; provided that daily calculations on weekends and holidays will use prices published for the immediately preceding Friday or Business Day, respectively.


" Earnout Year" means a 365-day period (or 366 days in case the period includes a February 29) beginning on the Effective Date, and ending on each subsequent anniversary thereof during the Term of this Agreement." Platt' s" means Platt' s Oilgram Price Report." Term" means three (3) years from the Effective Date, plus the amount of time required to calculate and pay the Earnout Payment for the final Earnout Year.Any other capitalized terms in this Agreement not otherwise defined above shall have the meanings as defined herein. 2. EARNOUT PAYMENTS 2.1 For each of the three (3) Earnout Years during the Term of this Agreement, Buyer shall calculate and pay an earnout pa ...