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Alon Assets, Inc. 2000 Stock Option Plan

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EXHIBIT 10.36


ALON USA OPERATING, INC.
2000 STOCK OPTION PLAN


1. Purpose of the Plan. This Plan shall be known as the Alon USA
Operating, Inc. 2000 Stock Option Plan. The purpose of the Plan is to
attract and retain the best available personnel and consultants for
positions of substantial responsibility and to provide incentives to the
personnel and consultants retained by Alan USA Operating, Inc. and its
subsidiaries (the "Corporation") in order to promote the success of the
business of the Corporation and its subsidiaries.


Certain options granted under this Plan are intended to qualify as "incentive stock options" pursuant to Section 422 of the Internal Revenue Code of 1986, as amended, while certain other options granted under the Plan will constitute nonqualified options.


2. Definitions. As used herein, the following definitions shall apply:


(a) "Board" shall mean the Board of Directors of the Corporation.


(b) "Common Stock" shall mean the Common Stock, $.01 par value per
share, of the Corporation. Except as otherwise provided herein, all
Common Stock issued pursuant to the Plan shall have the same rights as
all other issued and outstanding shares of Common Stock, including but
not limited to voting rights, the right to dividends, if declared and
paid, and the right to pro rata distributions of the Corporation's
assets in the event of liquidation.


(c) "Code" shall mean the Internal Revenue Code of 1986, as amended.


(d) "Committee" shall mean the group responsible for administering
the Plan, which group shall be appointed by the Board.


(e) "Corporate Change" means one of the following events: (i) the
merger, consolidation or other reorganization of the Corporation in
which the outstanding Common Stock is converted into or exchanged for
a different class of securities of the Corporation, a class of
securities of any other issuer (except a direct or indirect wholly
owned subsidiary of the Corporation or an issuer that is controlled by
the same persons who control the Corporation prior to such
transaction), cash or other property; (ii) the sale, lease or exchange
of all or substantially all of the assets of the Corporation to any
other corporation or entity (except a direct or indirect wholly owned
subsidiary of the Company or an issuer that is controlled by the same
persons who control the Corporation prior to such transaction); (iii)
the adoption by stockholders of the Corporation of a plan or
liquidation and dissolution; or (iv) the acquisition (other than any
acquisition pursuant to any other clause of this definition) by any
person or entity, including without limitation a "group" as
contemplated by


Section 13(d)(3) of the Exchange Act, of beneficial ownership, as
contemplated by such Section, of more than 33-2/3 percent (based on
voting power) of the Corporation's outstanding capital stock, if after
such acquisition affiliates of Alon Israel Oil Company, Ltd. together
hold less than 50% (based on voting power) of the Corporation's
outstanding capital stock; provided, however, that no sale of the
Corporation's capital stock by affiliates of Alon Israel Oil Company,
Ltd. will in and of itself cause a Corporate Change, absent the
occurrence of any of the events specified in (i) through (iv) of this
Paragraph (e).


(f) "Corporation" shall mean Alon USA Operating, Inc., a Delaware
corporation.


(g) "Date of Grant" shall mean the date on which an Option is
granted pursuant to this Plan.


(h) "Employee" shall mean any officer or other employee of the
Corporation or one of its Subsidiaries (including any director who is
also an officer or employee of the Corporation or one of its
Subsidiaries).


(i) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.


(j) "Exercise Price" shall mean the Option price for each share of
Common Stock subject to an Option.


(k) "Fair Market Value" shall mean the closing sale price (or
average of' the quoted closing bid and asked prices if there is no
closing sale price reported) of the Common Stock on the (date
specified as reported by the principal national stock exchange on
which the Common Stock is then listed or, if there is no reported
price information for the Common Stock, the Fair Market Value will be
determined by the Committee in its sole discretion or in such other
manner as may be specified by agreement with a Participant. In making
such determination, the Committee may, but shall not be obligated to,
rely upon an independent appraisal of the Common Stock, which may be
commissioned by the Committee.


(l) "Nonqualified Option" shall mean any Option that is not a
Qualified Option.


(m) "Option" shall mean a stock option granted pursuant to Section 6
of this Plan.


(n) "Option Agreement" shall mean an agreement between the
Corporation and a Participant containing the terms and provisions
applicable to such Participant's Option under this Plan.


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(o) "Participant" shall mean an Employee, director, consultant or
independent contractor of the Corporation who receives an Option
pursuant to this Plan.


(p) "Plan" shall mean the Alon USA Operating, Inc. 2000 Stock Option
Plan, as amended.


(q) "Qualified Option" shall mean any Option that is intended to
qualify, or that does qualify, as an "incentive stock option" within
the meaning of Section 422 of the Code.


(r) "Related Corporations" shall mean the Corporation's parent and
subsidiary corporations as defined in Section 424(e) and (f) of the
Code, or a corporation or a parent or subsidiary corporation of such
corporation issuing or assuming an Option in a transaction to which
Section 424(a) of the Code applies.


(s) "Securities Act" shall mean the Securities Act of 1933, as
amended.


(t) "Subsidiary" shall mean any now existing or hereinafter
organized or acquired company of which more than fifty percent (50%)
of the issued and outstanding voting stock is owned or controlled
directly or indirectly by the Corporation or through one or more
Subsidiaries of the Corporation or that is under common control with
the Corporation.


(u) "10 Percent Stockholder" shall mean a Participant who owns on
the Date of Grant more than 10 percent of the total combined voting
power of all classes of stock of the Corporation or its parent or any
of its subsidiaries, as more fully described in Section 422(b)(6) of
the Code or any successor provision.


3. Term of Plan. This Plan has been adopted by the Board and shall
continue in effect until terminated pursuant to Section 18(a) hereof.


4. Shares Subject to the Plan. The aggregate number of shares of
Common Stock issuable upon the exercise of Options pursuant to this Plan
shall be 6,066.2. The Corporation shall, during the term of this Plan,
reserve and keep available a number of shares of Common Stock sufficient to
satisfy the requirements of the Plan. If an Option shall expire or become
unexercisable for any reason without having been exercised in full, then
the shares that were subject thereto shall, unless the Plan shall have
terminated, be available for the grant of additional Options under this
Plan, subject to the limitation on total shares set forth above.


5. Eligibility. Qualified Options may be granted under Section 6 of
the Plan to such Employees of the Corporation or its Subsidiaries as shall
be determined by the Committee. Nonqualified Options may be granted under
Section 6 of the Plan to such Employees, directors, consultants and
independent contractors of the


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Corporation or its Subsidiaries as shall be determined by the Committee.
Subject to the limitations and qualifications set forth in this Plan, the
Committee shall also determine the number of Options to be granted, the
number of shares subject to each Option, the exercise price or prices of
each Option, the vesting and exercise period of each Option, whether an
Option may be exercised as to less than all of the Common Stock subject
thereto, and such other terms and conditions of each Option, if any, as are
consistent with the provisions of this Plan. In connection with the
granting of Qualified Options, the aggregate Fair Market Value (determined
at the Date of Grant of a Qualified Option) of the shares with respect to
which Qualified Options are exercisable for the first time by a Participant
during any calendar year (under all such plans of the Related Corporations)
shall not exceed $100,000 or such other amount as provided in Section
422(d) of the Code or any successor provision.


6. Grant of Options. The Committee shall determine the number of
shares of Common Stock to be offered from time to time pursuant to Options
granted hereunder and shall grant Options under the Plan. The grant of
Options shall be evidenced by Option Agreements containing such terms and
provisions as arc approved by the Committee and executed on behalf of the
Corporation by an appropriate officer.


7. Time of Grant of Options. The date of grant of an Option under the
Plan shall be the date on which the Committee awards the Option or, if the
Committee so determines, the date specified by the Committee as the date
the award is to be effective. Notice of the grant shall be given to each
Participant to whom an Option is granted promptly after the date of suc
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