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Consulting Agreement

This is an actual contract by CVR Energy.
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Sectors: Utilities
Governing Law: Delaware, View Delaware State Laws
Effective Date: May 02, 2008
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Exhibit 10.1 EXECUTION COPY CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the " Agreement" ), is made as of the 2nd day of May, 2008 by and between CVR Energy, Inc. (the " Company" ) and Wesley Clark (the " Consultant" ). WHEREAS, the Consultant is a valued member of the Board of Directors of the Company (the " Board" ); WHEREAS, the Consultant has informed the Company that he is unable to stand for reelection to the Board in 2008 and, as a result, effective as of the Company' s 2008 annual meeting (the " Resignation Date" ), he will no longer serve as a member of the Board; and WHEREAS, the Company desires to retain the Consultant to provide consulting services to the Company, and the Consultant is willing to provide such services to the Company, in each case on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Retention as a Consultant . Effective as of the Resignation Date, the Company shall retain the Consultant, and the Consultant shall serve the Company as a consultant, on the terms and conditions set forth herein. (a) Term . (i) The Consultant shall provide consulting services hereunder for the period commencing as of the Resignation Date and ending on the 2nd anniversary of the Resignation Date, unless such period ends earlier as provided in Section 1(a)(ii) hereof (the " Consulting Term" ). (ii) The Consulting Term may be terminated by the Company effective immediately following the occurrence of an event constituting Cause. In addition, the Consultant may terminate the Consulting Term upon thirty (30) days notice to the Company. For purposes of this Agreement, " Cause" shall mean (i) an act by the Consultant that constitutes willful misconduct or gross negligence relating to the Company or any of its affiliates; or (ii) indictment of the Consultant for, or a plea by the Consultant of guilty or no contest to, a felony or any crime (whether or not a felony) involving fraud, dishonesty or breach of fiduciary duty . This Agreement also terminates upon the death of the Consultant. (b) Duties . During the Consulting Term the Consultant agrees to render such consulting and advisory services to the Company as the Board may reasonably request provided (i) such services are consistent with the Consultant' s status and experience and (ii) the Consultant will not be required to provide services in any calendar month in excess of eight (8) hours. During the Consulting Term, the Consultant agrees to make himself reasonably available

to render consulting and advisory services, subject to such other employment commitments the Consultant may have during the Consulting Term. (c) Compensation and Related Matters . (i) Consulting Fees . At the beginning of each month during the Consulting Term, the Company shall pay the Consultant a $2,000 retainer. In the event that the Consultant provides services pursuant to the Agreement in excess of eight (8) hours during any calendar month (" Excess Fee" ), the Company shall pay the Consultant an amount equal to $400 for each such hour in excess of eight (8). Payments of this Excess Fee shall be made monthly in arrears upon receipt by the Secretary of the Company of an invoice for services rendered, together with such supporting documentation therefore as the Company may reasonably request. (ii) In addition, the Company shall reimburse the Consultant for reasonable business expenses incurred in the performance of his duties hereunder upon submission of reasonably satisfactory documentation in accordance with the general policies of the Company. 2. Forfeiture of Performance Points . The Consultant and the Company acknowledge that effective upon the Consultant' s ceasing to serve on the Board, his Phantom Performance Points (the " Performance Points" ) and Phantom Service Points (the " Service Points" ) (together, the " Phantom Points" ), as defined in both the Coffeyville Resources, LLC Phantom Unit Appreciation Plan (Plan I) and the Coffeyville Resources, LLC Phantom Unit Appreciation Plan (Plan II) (together the " Plans" ), will be forfeited. 3. Additional Consideration . As additional consideration for entering into and performing under this Agreement, the Company agrees to provide the Consultant with the following additional compensation: (a) On the " Payment Date" (as defined below) the Company shall pay to the Consultant, in cash, an amount determined as follows: (i) If the Payment Date is December 1, 2010 and a " Transaction" (as defined below) has not occurred, the amount to be paid will be the sum of (1) the amounts that would have been distributed to the Consultant in respect of 65% of his Phantom Points during the period commencing on the date hereof and ending on such Payment Date (the " Applicable Period" ) had he remained on the Board during that period and not fo
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