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Alon USA Operating, Inc. 2000 Stock Option Plan

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Sectors: Utilities
Governing Law: Texas, View Texas State Laws
Effective Date: January 01, 2000
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EXHIBIT 10.37


ALON ASSETS, INC.
2000 STOCK OPTION PLAN


1. Purpose of the Plan. This Plan shall be known as the Alon Assets, 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 Alon Assets, 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 of
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


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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 Assets, 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 he
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


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


(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.


(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 Assets, 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


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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 16,154.4. 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 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


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containing such terms and provisions as are 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 gran
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