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Separation And Consulting Agreement

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Exhibit 10.12 SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement (the " Agreement" ) is entered into as of the 21st day of November, 2005 by Philip L. Rinaldi (the " Employee" ) and Coffeyville Resources, LLC, a Delaware limited liability company (the " Company" ) (each a " Party" and collectively, the " Parties" ). The Parties acknowledge that the terms and conditions of this Agreement have been voluntarily agreed to and are intended to be final and binding. RECITALS WHEREAS, the Parties have heretofore executed that certain employment agreement, dated as of March 3, 2004 (the " Employment Agreement" ); WHEREAS, pursuant to the Stock Purchase Agreement, dated as of May 15, 2005, (the " Stock Purchase Agreement" ), between Coffeyville Group Holdings, LLC, a Delaware limited liability company (" Seller" ) and Coffeyville Acquisition LLC, a Delaware limited liability company (" Buyer" ), Buyer purchased from Seller all of the issued and outstanding shares of capital stock of Coffeyville Pipeline, Inc., Coffeyville Refining & Marketing, Inc., Coffeyville Nitrogen Fertilizers, Inc., Coffeyville Crude Transportation, Inc. and Coffeyville Terminal, Inc.; WHEREAS, the Parties intend that the employment of the Employee with the Company will have terminated on the " Closing Date" (as such term is defined in the Stock Purchase Agreement); WHEREAS, upon termination of the Employee' s employment with the Company, the Employment Agreement terminated; and WHEREAS, the Parties intend that the Employee will continue to assist the Company in a non-employee capacity on the terms and conditions as set forth in this Agreement. NOW, THEREFORE, for and in consideration of the Consulting Fee (as defined herein), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Termination of Employment . It is hereby agreed that the Employee' s employment with the Company terminated on the Closing Date immediately after the " Closing" (as such term is defined in the Stock Purchase Agreement) concluded (the " Termination Date" ). Effective as of the Termination Date, the Employee hereby resigns from his position as Chief Executive Officer of the Company, as an employee of the Company and, as applicable, as an employee, officer and director of each of the Company' s subsidiaries and affiliates. The Employee acknowledges and agrees that, from and after the Termination Date, he is no longer authorized to incur any expenses, obligations or liabilities on behalf of the Company or any of its affiliates other than the incurrence of reasonable and necessary expenses associated with performing duties required pursuant to and in accordance with Section 5.

2. Severance Payments . Provided this Agreement has not been revoked pursuant to Section 3(e), the Employee shall be entitled to receive (collectively, the " Severance Benefits" ): (a) the continuation of his base salary, at the rate in effect as of the Termination Date for a period of six (6) months or, if shorter, until he commences full-time employment with a new employer, such severance to be paid within ten (10) days from the date hereof in a single lump sum payment equal to $173,999.72, which amount represents (i) six (6) months of base salary equal to $175,000 less (ii) the aggregate Employee' s share of premium payments for continuing health care coverage provided pursuant to Section 2(b) that have not already been paid by the Employee, (b) the continuation of his health care benefits for a period of six (6) months from the Termination Date or, if shorter, until he commences full-time employment with a new employer (the " Continuation Period" ), with the Employee' s right to elect continuing health care under COBRA to commence at the end of the Continuation Period, and (c) an amount equal to $165,678.99, which amount represents: (i) a pro-rata portion of the Employee' s award for 2005 under the 2005 Coffeyville Resources, LLC and Affiliated Companies Performance Based Income Sharing Plan equal to $91,000, (ii) $36,346, representing the Employee' s 5.4 weeks of earned but unused vacation and paid time off, (iii) $15,000 in lieu of outplacement services, and (iv) $23,332.99, representing (x) two months' salary in lieu of receiving two months' written notice of termination as provided in the Employment Agreement equal to $58,333 less (y) an amount paid by the Company to the Employee subsequent to the Termination Date of $35,000.01. Such total amount of $165,678.99 is to be paid within thirty (30) days after the date hereof. 3. Release of Claims by the Employee . (a) In consideration of the Severance Benefits and the Company agreeing to pay the Consulting Fee, the sufficiency of which the Employee acknowledges, the Employee, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the " Company Affiliated Group" ), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the " Company Released Parties" ), of and from any and all claims, actions, causes of action, complaints, charges, demands, r
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