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Amended And Restated Employment Agreement

This is an actual contract by CVR Energy.

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Sectors: Utilities
Governing Law: Kansas, View Kansas State Laws
Effective Date: December 29, 2007
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Exhibit 10.46 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 29, 2007 (the " Employment Agreement" ), by and between CVR ENERGY, INC. , a Delaware corporation (the " Company" ), and EDMUND S. GROSS (the " Executive" ). WHEREAS, Coffeyville Resources, LLC (" CR" ), an affiliate of the Company, and the Executive entered into an employment agreement, dated as of July 12, 2005, as amended (the " 2005 Employment Agreement" ); and WHEREAS, a reorganization of various entities affiliated with the Company and CR has occurred and in connection with such reorganization CR has assigned to the Company, and the Company has assumed, the 2005 Employment Agreement effective as of October 26, 2007, and the Company and the Executive now desire to enter into this Employment Agreement as an amendment and restatement, in its entirety, of the 2005 Employment Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid consideration the sufficiency of which is acknowledged, the parties hereto agree as follows: Section 1. Employment . 1.1. Term . The Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, in each case pursuant to this Employment Agreement, for a period commencing on January 1, 2008 (the " Commencement Date" ) and ending on the earlier of (i) the third (3rd) anniversary of the Commencement Date and (ii) the termination of the Executive' s employment in accordance with Section 3 hereof (the " Term" ). 1.2. Duties . During the Term, the Executive shall serve as Senior Vice President and General Counsel of the Company and such other or additional positions as an officer or director of the Company, and of such direct or indirect affiliates of the Company (" Affiliates" ), as the Executive and the board of directors of the Company (the " Board" ) or its designee shall mutually agree from time to time. In such positions, the Executive shall perform such duties, functions and responsibilities during the Term commensurate with the Executive' s positions as reasonably directed by the Board. 1.3. Exclusivity . During the Term, the Executive shall devote substantially all of Executive' s working time and attention to the business and affairs of the Company and its Affiliates, shall faithfully serve the Company and its Affiliates, and shall in all material respects conform to and comply with the lawful and reasonable directions and instructions given to Executive by the Board, or its designee, consistent with Section 1.2 hereof. During the Term, the Executive shall use Executive' s best efforts during Executive' s working time to promote and serve the interests of the Company and its Affiliates and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit. The provisions of this Section 1.3 shall not be construed to prevent the Executive from investing Executive' s personal, private assets as a passive investor in such form or manner as will not


require any active services on the part of the Executive in the management or operation of the affairs of the companies, partnerships, or other business entities in which any such passive investments are made. Section 2. Compensation . 2.1. Salary . As compensation for the performance of the Executive' s services hereunder, during the Term, the Company shall pay to the Executive a salary at an annual rate of Two Hundred Twenty-Five Thousand Dollars ($225,000), which annual salary shall be prorated for any partial year at the beginning or end of the Term and shall accrue and be payable in accordance with the Company' s standard payroll policies, as such salary may be adjusted upward by the Compensation Committee of the Board in its discretion (as adjusted, the " Base Salary" ). 2.2. Annual Bonus . For each completed fiscal year occurring during the Term, the Executive shall be eligible to receive an annual cash bonus (the " Annual Bonus" ). Commencing with fiscal year 2008, the target Annual Bonus shall be 80% of the Executive' s Base Salary as in effect at the beginning of the Term in fiscal year 2008 and at the beginning of each such fiscal year thereafter during the Term, the actual Annual Bonus to be based upon such individual and/or Company performance criteria established for each such fiscal year by the Compensation Committee of the Board. The Annual Bonus, if any, payable to Executive for a fiscal year will be paid by the Company to the Executive on the last scheduled payroll payment date during such fiscal year. 2.3. Employee Benefits . During the Term, the Executive shall be eligible to participate in such health, insurance, retirement, and other employee benefit plans and programs of the Company as in effect from time to time on the same basis as other senior executives of the Company. 2.4. Paid Time Off . During the Term, the Executive shall be entitled to paid time off (" PTO" ) in accordance with the Company' s PTO policy as in effect on the date hereof. 2.5. Business Expenses . The Company shall pay or reimburse the Executive for all commercially reasonable business out-of-pocket expenses that the Executive incurs during the Term in performing Executive' s duties under this Employment Agreement upon presentation of documentation and in accordance with the expense reimbursement policy of the Company as approved by the Board and in effect from time to time. Section 3. Employment Termination . 3.1. Termination of Employment . The Company may terminate the Executive' s employment for any reason during the Term, and the Executive may voluntarily terminate Executive' s employment for any reason during the Term, in each case (other than a termination by the Company for Cause) at any time upon not less than thirty (30) days' notice to the other party. Upon the termination of the Executive' s employment with the Company for any reason (whether during the Term or thereafter), the Executive shall be entitled to any Base Salary earned but unpaid through the date of termination, any earned but unpaid Annual Bonus for

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completed fiscal years, and any unreimbursed expenses in accordance with Section 2.5 hereof (collectively, the " Accrued Amounts" ). 3.2. Certain Terminations . (a) Termination by the Company Other Than For Cause or Disability; Termination by the Executive for Good Reason . If (i) the Executive' s employment is terminated by the Company during the Term other than for Cause or Disability or (ii) the Executive resigns for Good Reason, in addition to the Accrued Amounts the Executive shall be entitled to the following payments and benefits: (x) the continuation of Executive' s Base Salary at the rate in effect immediately prior to the date of termination for a period of twelve (12) months and (y) the continuation on the same terms as an active employee of medical benefits the Executive would otherwise be eligible to receive as an active employee of the Company for twelve (12) months or until such time as the Executive becomes eligible for medical benefits from a subsequent employer (such payments, the " Severance Payments" ). The Company' s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive' s continued compliance with Executive' s obligations under Section 4 of this Employment Agreement and (ii) the Executive' s execution, delivery and non-revocation of a valid and enforceable release of claims arising in connection with the Executive' s employment and termination of employment with the Company (the " Release" ) in a form reasonably acceptable to the Company and the Executive. In the event that the Executive breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive will immediately return to the Company any portion of the Severance Payments that have been paid to the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(c), the Severance Payments will commence to be paid to the Executive within ten (10) days following the effectiveness of the Release. (b) Definitions . For purposes of this Section 3.2, the following terms shall have the following meanings: (1) A termination for " Good Reason" shall mean a termination by the Executive within thirty (30) days following the date on which the Company has engaged in any of the following: (i) the assignment of duties or responsibilities to the Executive that reflect a material diminution of the Executive' s position with the Company; (ii) a relocation of the Executive' s principal place of employment that increases the Executive' s commute by more than fifty (50) miles; or (iii) a reduction in the Executive' s Base Salary, other than across-the-board reductions applicable to similarly situated employees of the Company; provided , however , that the Executive must provide the Company with notice promptly following the occurrence of any of foregoing and at least thirty (30) days to cure. (2) " Cause" shall mean that the Executive has engaged in any of the following: (i) willful misconduct or breach of fiduciary duty; (ii) intentional failure or refusal to perform reasonably assigned duties after written notice of such willful failure or refusal and the failure or refusal is not corrected within ten (10) business days; (iii) the indictment for, conviction of or entering a plea of guilty or nolo contendere to a crime constituting a felony (other than a traffic violation or other offense or violation outside of the course of employment which does not adversely affect the Company and its Affiliates or their

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reputation or the ability of the Executive to perform Executive' s employment-related duties or to represent the Company and its Affiliates); provided , however , that (A) if the Executive is terminated for Cause by reason of Executive' s indictment pursuant to this clause (iii) and the indictment is subsequently dismissed or withdrawn or the Executive is found to be not guilty in a court of law in connection with such indictment, then the Executive' s termination shall be treated for purposes of this Employment Agreement as a termination by the Company other than for Cause, and the Executive will be entitled to receive (without duplication of benefits and to the extent permitted by law and the terms of the then-applicable medical benefit plans) the payments and benefits set forth in Section 3.2(a) following such dismissal, withdrawal or finding, payable in the manner and subject to the conditions set forth in such Section and (B) if such indictment relates to environmental matters and does not allege that the Executive was directly involved in or directly supervised the action(s) forming the basis of the indictment, Cause shall not be deemed to exist under this Employment Agreement by reason of such indictment until the Executive is convicted or enters a plea of guilty or nolo contendere in connection with such indictment; or (iv) material breach of the Executive' s covenants in Section 4 of this Employment Agreement or any material written policy of the Company or any Affiliate after written notice of such breach and failure by the Executive to correct such breach within ten (10) business days, provided that no notice of, nor opportunity to correct, such breach shall be required hereunder if such breach cannot be cured by the Executive. (3) " Disability" shall mean the Executive' s inability, due to physical or mental ill health, to perform the essential functions of the Executive' s job, with or without a reasonable accommodation, for 180 days during any 365 day period irrespective of whether such days are consecutive. (c) Section 409A . To the extent applicable, this Employment Agreement shall be interpreted, construed and operated in accordance with the Section 409A of the Internal Revenue Code of 1986, as amended (the " Code" ), and the Treasury regulations and other guidance issued thereunder. If on the date of the Executive' s separation from service (as defined in Treasury Regulation a71.409A-1(h)) with the Company the Executive is a specified employee (as defined in Code Section 409A and Treasury Regulation a71.409A-1(i)), no payment constituting the " deferral of compensation" within the meaning of Treasury Regulation a71.409A-1(b) and after application of the exemptions provided in Treasury Regulation a7a71.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to Executive at any time during the six (6) month period following the Executive' s separation from service, and any such amounts deferred such six (6) months shall instead be paid in a lump sum on the first payroll payment date following expiration of such six (6) month period. For purposes of conforming this Employment Agreement to Section 409A of the Code, the parties agree that any reference to terminati
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