**Exhibit10.49****EXECUTIVE EMPLOYMENT AGREEMENT**     This Agreement is entered into between **Shai Even**(“Executive”) and ALON USA, GP, LLC(“Employer” or “Company”) on August 1, 2003, who, in return for the mutual promises set forthherein, agree as follows:     1. **Position/Term**. (a) The term of the Executive’s employment hereunder shall commence uponthe date that the employment process, including obtaining a visa allowing entry and employment inthe United States is completed (the “Commencement Date”); provided that, except for purposes ofSections 2, 3, 4 and 10 hereof, Executive shall be deemed to have commenced employment as of August1, 2003.          (b) Throughout the term of this Agreement, Employer shall employ Executive and Executive shallrender services to Employer in the capacity and with the title of **Treasurer**, or such other title asmay be established by Employer from time to time. Executive shall devote his full time and besteffort to the successful functioning of the business of Employer and shall faithfully andindustriously perform all duties pertaining to his position, including such additional duties asmay be assigned from time to time, to the best of Executive’s ability, experience and talent.Executive shall be subject at all times during the term hereof to the direction and control ofEmployer in respect of the work to be done.          (c) Executive’s employment hereunder shall be for an initial term beginning on theCommencement Date and ending on August 1, 2006. Thereafter, the term shall renewautomatically each year for a term of one year, unless either party provides the other with writtennotice at least 30 days prior to the expiration of the term.     2. **Compensation**. (a) From and after the Commencement Date, Executive’s salary (“BaseCompensation”) shall be **$135,000**per year, payable bi-weekly (unless the payroll practice of theCompany changes to monthly or semi-monthly) in arrears and subject to change only with the mutualwritten consent of Employer and Executive. It is the intent of the Company to develop guidelinesfor annual merit increases for salaries of all salaried employees/Executive, including Executive.          (b) From and after the Commencement Date, Executive shall be entitled to participate in theAlon USA Annual Cash Bonus Plan containing the terms and conditions set forth in Exhibit A attachedhereto and incorporated herein which will be subject to modification from time to time as set forththerein. For purposes of determining the Executive’s Target Bonus Amount under such plan, theExecutive shall participate up to an amount equal to fifty percent (50%) of base compensation.     3. **Fringe Benefits; Reimbursement of Expenses**. Employer shall make available, or cause to bemade available to Executive, throughout the period of his employment hereunder, such benefits,including any disability, hospitalization, medical benefits, life insurance, or other benefits orpolicy, directors and officers insurance, as may be put into effect from time to time by Employergenerally for other Executive members at the level of Executive. The Company expressly reserves theright to modify such benefits at any time, subject to the provisions of paragraph 10(b) hereof.
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     Employer will pay for Executive’s primary living expenses including apartment rent or monthlyhousing costs, utilities, cable and telephone according to the terms of Company’s Ex-PatriatePolicy. Employer will also provide Executive with a leased automobile including fuel andmaintenance. Housing and automobile costs deemed personal (not business) use will be taxable toExecutive according to Internal Revenue Service regulations. Any such amount deemed taxable willbe grossed up and reimbursed at his marginal tax rate.     Executive will be reimbursed for all reasonable out-of-pocket business, business entertainmentand travel expenses paid by the Executive, in accordance with and subject to applicable Companyexpense incurrence and reimbursement policies     4. **Vacation**. Executive will be granted 15 days of vacation per year. Employer will pay for 2roundtrip tickets per year for Executive and his spouse’s personal trips to Israel. Personal tripstaken during normal business hours will count against Executive’s allotted vacation days. Unlessotherwise agreed, vacation may not be carried over into a new calendar year. Vacation time shall betaken only after providing reasonable notice to the person to whom the Executive reports.     5. **Compliance With Employer Policies**. Executive shall comply with and abide by all employmentpolicies and directives of Employer. Employer may, in its sole discretion, change, modify or adoptnew policies and directives affecting Executive’s employment. In the event of any conflict betweenthe terms of this Agreement and Employer’s employment policies and directives, the terms of thisAgreement will be controlling.     6. **Restrictive Covenant. (**a) In consideration of the confidential information of Employerprovided to Executive and the other benefits provided to Executive pursuant to this Agreement,Executive agrees that during the term of Executive’s employment with Employer and for a period ofone year following any termination of Executive’s employment, if the Executive terminatesemployment during the first two years of Executive’s employment, or nine months, if the Executiveterminates employment after the first two years of employment and before the completion of fiveyears of employment (the “Non-Compete Period”), Executive will not, without the prior writtenconsent of Employer, directly or indirectly, either as an individual or as an employee, officer,director, shareholder, partner, sole proprietor, independent contractor, consultant or in any othercapacity conduct any business, or assist any person in conducting any business, that is incompetition with the business of Employer or its Affiliates (as defined below).          (b) In addition to any other covenants or agreements to which Executive may be subject, duringthe Non-Compete Period, Executive will not, directly or indirectly, either as an individual or asan employee, officer, director, shareholder, partner, sole proprietor, independent contractor,consultant or in any other capacity whatsoever approach or solicit any customer or vendor ofEmployer for the purpose of causing, directly or indirectly, any such customer or vendor to ceasedoing business with Employer or its Affiliates.     For the purposes of this Agreement, the “business of Employer or its Affiliates” means thebusiness of convenience stores or retail fuel marketing in the Territory. The term “Affiliates”means all subsidiaries of Employer and each person or entity that controls, is controlled by, or isunder common control with Employer. The “Territory” means the states of Texas, New Mexico, Arizona,
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Arkansas, Louisiana and Oklahoma. It is understood and agreed that the scope of each of thecovenants contained in this Section 6 is reasonable as to time, area, and persons and is necessaryto protect the legitimate business interest of Employer. It is further agreed that such covenantswill be regarded as divisible and will be operative as to time, area and persons to the extent thatthey may be so operative. The terms of this Section 6 shall not apply to the ownership byExecutive of less than 5% of a class of equity securities of an entity, which securities arepublicly traded on the New York Stock Exchange, the American Stock Exchange, or the National MarketSystem of the National Association of Securities Dealers Automated Quotation System. Theprovisions of this Section 6 will survive any termination or expiration of this Agreement.     7. **Confidentiality**. (a) Executive recognizes that during the course of employment, Executivewill be exposed to information or ideas of a confidential or proprietary nature which pertain toEmployer’s business, financial, legal, marketing, administrative, personnel, technical or otherfunctions or which constitute trade secrets (including, but not limited to, specifications,designs, plans, drawings, software, data, prototypes, the identity of sources and markets,marketing information and strategies; business and financial plans and strategies, methods of doingbusiness; data processing and Executive information and technical systems, programs and practices;customers and users and their needs, sales history; and financial strength), and such informationof third parties which has been provided to Employer in confidence (“Confidential Information”).All such information is deemed “confidential” or “proprietary” whether or not it is so marked,provided that it is maintained as confidential by the Company. Information will not be consideredto be Confidential Information to the extent that it is generally available to the public. Nothingin this Section 7 will prohibit the use or disclosure by Executive of knowledge that is in generaluse in the industry or general business knowledge.          (b) Executive shall hold Confidential Information in confidence, use it only in connectionwith the performance of duties on behalf of Employer, and restrict its disclosure to thosedirectors, employees or independent contractors of Employer having a need to know.          (c) Executive shall not disclose, copy or use Confidential Information for the benefit ofanyone other than Employer without Employer’s prior written consent.          (d) Executive shall, upon Employer’s request or Executive’s termination of employment, returnto Employer any and all written documents containing Confidential Information in Executive’spossession, custody or control.     8. **Non-Interference with Employment Relationships**. During Executive’s employment withEmployer, and for a period of one (1) year thereafter, Executive shall not, without Employer’sprior written consent, directly or indirectly: (a) induce or attempt to induce any employee toleave the Employer’s employ; or (b) interfere with or disrupt the Employer’s relationship with anyof its employees or independent contractors.     9. **Copyright, Inventions, Patents**. Employer shall have all right, title and interest to allfeatures (including, but not limited to, graphic designs, copyrights, trademarks and patents)created during the course of or resulting from Executive’s employment with Employer. Executivehereby assigns to Employer all copyright ownership and rights to any work developed by Executiveand reduced to practice for or on behalf of Employer or which relate to Employer’s business during
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the course of the employment relationship. At Employer’s expense, Executive shall do allother things including, but not limited to, the giving of evidence in suits and proceedings, andthe furnishing and/or assigning of all documentation and other materials relative to Employer’sintellectual property rights, necessary or appropriate for Employer to obtain, maintain, and assertits rights in such work.     10. **Termination of Employment**. (a) Employer may terminate Executive’s employment hereunderat any time for Cause. For purposes hereof, Cause shall mean: (i) conviction of a felony or amisdemeanor where imprisonment is imposed for more than 30 days; (ii) commission of any act oftheft, fraud, dishonesty, or falsification of any employment or Employer records; (iii) improperdisclosure of Confidential Information; (iv) any intentional action by the Executive having amaterial detrimental effect on the Company’s reputation or business; (v) any material breach ofthis Agreement, which breach is not cured within ten (10) business days following receipt byExecutive of written notice of such breach; (vi) unlawful appropriation of a corporate opportunity;(vii) intentional misconduct in connection with the performance of any of Executive’s duties,including, without limitation, misappropriation of funds or property of the Company, securing orattempting to secure to the detriment of the Company any profit in connection with any transactionentered into on behalf of the Company, any material misrepresentation to the Company, or anyknowing violation of law or regulations to which the Company is subject; or (viii) loss ofimmigration status allowing Executive to be employed in the United States. Upon termination ofExecutive’s employment with the Company for Cause, the Company shall be under no further obligationto Executive, except to pay all earned but unpaid Base Compensation and all accrued benefits andvacation to the date of termination (and to the extent required by law).          (b) Employer may terminate Executive’s employment hereunder without Cause, or Executive mayterminate his employment hereunder for Good Reason, in each case upon not less than thirty (30)days prior written notice. In the event of any such termination, Executive shall be entitled toreceive his Base Compensation through the termination date and any annual bonus entitlement,prorated for the number of months of employment for the fiscal year in question, all accruedbenefits and vacation to the date of termination (and to the extent required by law), plus, anadditional amount of severance payment equal to three month’s Base Compensation as in effectimmediately before any notice of termination. “Good Reason” means (i) without the Executive’sprior written consent, the Employer reduces Executive’s Base Compensation or the percentage ofExecutive’s Base Compensation established as Executive’s maximum target bonus percentage forpurposes of Employer’s annual cash bonus plan; (ii) any material breach of this Agreement, whichbreach is not cured within ten (10) business days following receipt by Employer of written noticeof such breach; (iii) Employer requires Executive to be based at an office or location that is morethan thirty-five (35) miles from the location at which Executive was based as of the CommencementDate, other than in connection with reasonable travel requirements of Employer’s business; (iv) thedelivery by Employer of notice pursuant to Section 1 (c) of this Agreement that it does not wishthis Agreement to automatically renew for any subsequent year; and (v) Executive may submit hisresignation at any time after July 31, 2010, which will be considered to be for Good Reason.          (c) Executive may terminate the employment relationship hereunder with not less than thirty(30) days prior written notice. Upon any such termination of Executive’s employment, other than forGood Reason, the Company shall be under no further obligation to Executive, except to pay
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all earned but unpaid Base Compensation plus a severance of **1**month of Base Compensation andall accrued benefits and vacation to the date of termination (and to the extent required by law).          (d) The provisions of Sections 6, 7, 8 and 9 of this Agreement will continue in effectnotwithstanding any termination of Executive’s employment.     11. **Mediation and Arbitration**. (a) Employer and Executive hereby state their mutual desirefor any dispute concerning a legally cognizable claim arising out of this Agreement or inconnection with the employment of Executive by Employer, including, but not limited to, claims ofbreach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensationretaliation, defamation, tortious infliction of emotional distress, unfair competition, andconversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need forlitigation.          (b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shallutilize the following protocol:               (i) The parties shall first submit the Legal Dispute to mediation under the auspices of theAmerican Arbitration Association (“AAA”) and pursuant to the mediation rules and procedurespromulgated by the AAA.               (ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, bindingarbitration shall be the method of final resolution of the Legal Dispute. The parties expresslywaive their rights to bring action against one another in a court of law, except as expresslyprovided in subsection (d). The parties hereto acknowledge that failure to comply with thisprovision shall entitle the non-breaching party not only to damages, but also to injunctive reliefto enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall beunder the auspices of the AAA and pursuant to the “National Rules for the Resolution of EmploymentDisputes,” or any similar identified rules promulgated at such time the Legal Dispute is submittedfor resolution. All mediation and arbitration hearings shall take place in Dallas, Texas.          (c) Notice of submission of any Legal Dispute to mediation shall be provided no later thanthree hundred sixty-five (365) calendar days following the date the submitting party became awareof the conduct constituting the alleged claims. Failure to do so shall result in the irrevocablewaiver of the claim made in the Legal Dispute.          (d) Notwithstanding that mediation and arbitration are established as the exclusive proceduresfor resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial oradministrative forum for injunctive relief and (ii) claims by Employer arising in connection withparagraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction.          (e) Each party acknowledges that a remedy at law for any breach or attempted breach ofparagraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitledto specific performance and injunctive and other equitable relief in case of any breach orattempted breach, and agrees not to use as a defense that any party has an adequate remedy at law.This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by adecree of specific performance, and appropriate injunctive relief may be applied for and granted inconnection herewith. Such remedy shall not be exclusive and shall be in addition to any other
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remedies now or hereafter existing at law or in equity, by statute or otherwise. Except asprovided in subsection (c) no delay or omission in exercising any right or remedy set forth in thisAgreement shall operate as a waiver thereof or of any other right or remedy and no single orpartial exercise thereof shall preclude any other or further exercise thereof or the exercise ofany other right or remedy.     12. **Assignment**. This Agreement shall not be assignable by either party except that upon anysale or transfer of all or substantially all of its business by Employer, Employer may assign thisAgreement to its successor; any failure to make such an assignment will be considered to constitutethe termination of Executive’s employment without cause effective upon the closing of thereferenced transaction.     13. **No Inducement, Agreement Voluntary**. Executive represents that (a) he has not beenpressured, misled, or induced to enter into this Agreement based upon any representation byEmployer or its agents not contained herein, (b) he has entered into this Agreement voluntarily,after having the opportunity to consult with representatives of his own choosing and that (c) hisagreement is freely given.     14. **Interpretation**. Any paragraph, phrase or other provision of this Agreement that isdetermined by a court, arbitrator or arbitration panel of competent jurisdiction to be unreasonableor in conflict with any applicable statute or rule, shall be deemed, if possible, to be modified oraltered so that it is not unreasonable or in conflict or, if that is not possible, then it shall bedeemed omitted from this Agreement. The invalidity of any portion of this Agreement shall notaffect the validity of the remaining portions.     15. **Prior Agreements Superseded; Amendments**. This Agreement revokes and supersedes all prioragreements, written and oral, and represents the entire agreement between the parties in relationto the employment of the Executive by the Company after the Commencement Date and shall not besubject to modification or amendment by any oral representation, or any written statement by eitherparty, except for a dated writing signed by the Executive and the Employer.     16. **Notices.**All notices, demands and requests of any kind to be delivered in connection withthis Agreement shall be in writing and shall be deemed to have been duly given if personallydelivered or if sent by nationally-recognized overnight courier or by registered or certified mail,return receipt requested and postage prepaid, addressed as follows: (a) if to the Company, to:ALON USA