Exhibit 10.1


 





 


 


Via E-Mail


 


April 4, 2021


 


Mr. Aris Kekedjian


Stamford, Connecticut


 


Dear Aris:


 


We are pleased to offer you the position of President
and Chief Executive Officer with Icahn Enterprises L.P. (the “Company”) and certain of its subsidiaries in Sunny Isles, Florida,
at a bi-weekly Base Salary of $57,692.31 (annualized at $1,500,000). Your employment is expected to begin on or around Wednesday, April 21,
2021, and you will receive your first bi-weekly paycheck on Friday, April 30, 2021. In this position, you will report to the Board
of Directors of Icahn Enterprises G.P. Inc., the general partner of the Company (the “Board”), Carl C. Icahn, the Chairman
of the Board of Directors, and any successors to the Chairman of the Board of Directors as may be designated by the Board.


 


In this position, you will be responsible for,
among other things (i) oversight of portfolio companies, (ii) performing duties regarding potential acquisitions and dispositions
of businesses and assets and with respect to financing activities undertaken from time to time, and (iii) providing your expertise
in connection with the current and future business activities of the Company and its affiliates.


 


Additionally, you will serve on boards of directors
of companies designated from time to time by the Company, will not resign during the then current term as a director of any such company,
and will resign from any such board upon the Company’s request that you do so. Any remuneration obtained by you as a result of
acting as a board member of a public company will remain your property; provided that you will not be entitled to any such remuneration
for serving on the board of any company of which the Company or its affiliates beneficially own, in the aggregate, voting securities
that constitute at least 40% of the vote for directors of such company. You will travel, as reasonably requested by the Company, in connection
with your duties, as well as in connection with service on boards of directors.


 


Moreover, you are expected to diligently and
conscientiously devote your entire time, attention, and energies to the Company's business and will not pursue or be actively engaged
in any other business activity, except that you will be permitted to serve on civic or charitable boards and to invest passively, in
each case (x) solely to the extent that you provide advance written notice to the Company of such activities, and the Company determines
that such activities will not create an actual or potential conflict of interest with the Company or any of its affiliates or otherwise
interfere or detract from the performance of your duties and (y) subject to the terms and conditions of the Company’s insider
trading, ethics, and other policies. Since you will be subject to ISS’ policies on “overboarding” (which provide generally,
among other things, that public company CEOs may sit on no more than two (2) public company boards in addition to their own), you
will resign, as soon as possible, from all boards of directors on which you now sit and, in any event, will resign from the board of
directors of (x) Tuatara Acquisition Corporation by no later than April 30, 2021, and (y) FinServ Acquisition Corp. by
no later than June 30, 2021. In addition, on or prior to April 21, 2021, you will provide the Company with a written description
of any other active or passive business activities or interests that you expect to conduct following your start date, and your employment
will be subject to the Company’s approval of the same.


 






     


     


    

 


Mr. Aris Kekedjian





April 4, 2021





Page 2




 


For each full calendar year of employment you
complete (i.e., January 1 through December 31), you will be eligible to receive an annual discretionary cash bonus (generally
paid 45 days following the end of such calendar year) with a target amount of $2,000,000, subject to your continued employment through
the actual payment date (except with respect to the possible payment of a pro-rata bonus as specifically provided for below in the event
of a Company-initiated termination without Cause). With respect to calendar year 2021, the discretionary bonus will have a pro-rated
target amount equal to: (x) $2,000,000; multiplied by (y) a fraction, (i) the numerator of which will be the number of
days between your start date and December 31, 2021 and (ii) the denominator of which will be 365. For example, if your start
date is April 15, 2021, the discretionary bonus for calendar year 2021 will have a target amount equal to $2,000,000 x 260/365 =
$1,424,657.


 


Additionally, you will receive a grant, pursuant
to and subject to the terms and conditions of the Company’s 2017 Long-Term Incentive Plan and the applicable deferred unit agreement,
of a number of deferred depositary units of the Company determined by dividing (x) $7,500,000 by (y) the 180-day VWAP of the
depositary units ending on the trading day immediately prior to the grant date. All of the deferred depositary units subject to the grant
will cliff vest and cease to be deferred units on the date that is three (3) years following the date of grant (the “vesting
date”), provided that you remain employed in good standing by the Company from the grant date up to and including the vesting date.
Notwithstanding the foregoing, the Board will have the option, exercisable in its sole discretion on or prior to the vesting date, to
settle the grant (or any portion thereof) in cash rather than through the delivery of depositary units (or corresponding portion of depositary
units), in which case you will be entitled to receive, at the time of settlement (i.e., five days following the vesting date), an amount
of cash equal to the 180-day VWAP of the applicable number of depositary units ending on the trading day immediately prior to the settlement
date. The grant will be made by the Board on or as soon as administratively practicable following your start date. On or about the vesting
date, the Board will determine in its sole discretion the timing and amounts of any subsequent grants.


 


All of your compensation is subject to withholding
and deductions as required by law.


 


If you establish your permanent residence in
Florida by June 30, 2021, the Company will provide you with a relocation benefit (“Relocation Benefit”) equal to $50,000
payable no later than one month following the date in which you have established a permanent residential address in Florida, subject
to receiving an executed Agreement to Repay Relocation Costs, attached. This Relocation Benefit will be treated as taxable compensation,
subject to all required withholding and deductions. You will not be reimbursed for any other relocation costs (e.g., expenses incurred
in shipping your household goods and personal effects from your current residence in Connecticut to your new residence in Florida, brokerage
or other fees and expenses associated with selling your current residence in Connecticut or purchasing or renting a new residence in
Florida) beyond the Relocation Benefit. In addition, if you voluntarily resign from the Company or your employment is terminated for
Cause prior to the first anniversary of the relocation date, then you shall reimburse the Company for the net (i.e., after tax amount)
Relocation Benefit paid to you. If your employment is terminated by the Company without Cause, then you will not be required to reimburse
the Company for the Relocation Benefit paid to you. Until such time that you relocate, the Company will reimburse you for reasonable,
necessary, and documented out-of-pocket expenses (such as, airfare, hotel and meals in Florida, and the like) incurred by you between
your start date of employment and your relocation date in accordance with, and subject to, the terms and conditions of the Company’s
travel and expense policies.


 


“Cause” means, as determined by the
Company in its sole discretion: (A) willful failure of the employee to perform substantially his duties (other than any such failure
resulting from incapacity due to documented disability); (B) commission of, or indictment for, a felony or any crime involving fraud
or embezzlement or dishonesty or conviction of, or plea of nolo contendere to a crime or misdemeanor (other than a traffic violation)
punishable by imprisonment under federal, state, or local law; (C) engagement in an act of fraud or other act of willful dishonesty
or misconduct toward the Company or any of its related companies or affiliates, detrimental to the Company or any of its related companies
or affiliates, or in the performance of the employee’s duties; (D) negligence in the performance of employment duties that
has a detrimental effect on the Company or any of its related companies or affiliates; (E) violation of a federal or state securities
law or regulation; (F) the use of a controlled substance without a prescription or the use of alcohol which, in each case, significantly
impairs the employee’s ability to carry out his duties and responsibilities; (G) material violation of the policies and procedures
of the Company or any of its related companies or affiliates; (H) embezzlement and/or misappropriation of property of the Company
or any of its related companies or affiliates; or (I) conduct involving any immoral acts which is reasonably likely to impair the
reputation of the Company or any of its related companies or affiliates.


 






     


     


    

 


Mr. Aris Kekedjian





April 4, 2021





Page 3


 


You will be eligible to participate in the Company’s
Paid Time Off (PTO) program which provides staff members with paid time away from work for vacation, personal time, personal or family
illness, personal religious holidays, weather-related absences when the office has not been closed, or other personal reasons. Eligibility
for PTO begins after 30 days of employment and is initially provided on an accrual basis with each pay period at a rate of 5.23 hours
per pay period (17 days annualized). PTO accruals may increase as years of service increase and will be subject to the policies of the
Company including any cap on accruals, which policies may change from time to time. Notwithstanding the terms of the PTO policy, you
will be entitled to an aggregate of 27 PTO days annually.


 


You will become eligible for medical, dental,
vision, and life insurance after 30 days of employment. Additionally, disability benefits may be purchased through a Company-arranged
plan. You will also be eligible to participate in our Company 401(k) plan immediately upon hire. Currently, the plan generally provides
a Company contribution after six months of employment of $.50 for each $1.00 of employee contributions up to a maximum of 6.25% of your
salary, or a maximum Company contribution of 3.125% of your salary. Additional information on the current benefit options will be provided
to you under separate cover. Should you have questions on the benefit offerings, please call me at (305) 422-4144.


 


The Company reserves the right to add, change,
or terminate benefits at any time including, but not limited to, those set forth above.


 


As a condition of your initial and continued
employment with the Company, you agree that during and after your employment you shall not disclose to any third party any confidential
or proprietary information of the Company, any of its affiliates or subsidiaries, or any of their respective owners, members, directors,
managers, and employees. You further agree that during and after your employment you will not disparage, verbally or in writing, anyone
in the Company or any of its affiliates or subsidiaries, including any of their respective owners, members, directors, managers, or employees,
and their family members. You must sign and return the attached confidentiality policy to reflect your agreement. Nothing in this offer
of employment prohibits you from reporting any possible violations of federal law or regulation to any government agency or entity, including
but not limited to the Department of Justice and the Securities and Exchange Commission, or making any other disclosures that are protected
under the whistleblower provisions of federal law or regulation. You are not required to notify the Company that you will make or have
made such reports or disclosures. Non-Compliance with the disclosure provisions of this Agreement shall not subject you to criminal or
civil liability under any Federal or State trade secret law for the disclosure of a Company trade secret if the disclosure is made: (i) in
confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney in confidence solely for
the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit
or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or (iii) to an attorney
representing you in a lawsuit for retaliation by the Company for reporting a suspected violation of law or to use the trade secret information
in that court proceeding, provided that any document containing the trade secret is filed under seal and you do not disclose the trade
secret, except pursuant to court order.


 






     


     


    

 


Mr. Aris Kekedjian





April 4, 2021





Page 4


 


You will be subject to the extent permitted by
state and local law to the non-solicitation and non-competition obligations enumerated below during your employment with the Company
and for a period of one year following your termination of employment.


 


		·	Non-solicitation.
                                            You will not, in any capacity, either directly or indirectly, induce, encourage, or assist
                                            any other individual or entity directly or indirectly, to: (A) hire or engage any employee
                                            of the Company (or any individual who was an employee of the Company within the 12 months
                                            preceding the date such hiring or engagement occurs) or solicit or seek to persuade any employee
                                            of the Company to discontinue such employment with the Company, (B) solicit or encourage
                                            any customer of the Company or independent contractor providing services to the Company to
                                            terminate or diminish its relationship with the Company, or (C) seek to persuade any
                                            customer (or any individual who was a customer of the Company within the 12 months prior
                                            to the date such solicitation or encouragement commences or occurs, as the case may be) or
                                            prospective customer of the Company to conduct with anyone else any business or activity
                                            that such customer or prospective customer conducts or could conduct with the Company, or
                                            (D) attempt to divert, divert, or otherwise usurp any actual or potential business opportunity
                                            or transaction that you learned about during your employment with the Company. For purposes
                                            of this paragraph, (i) references to the Company include any of its affiliates or subsidiaries,
                                            and (ii) “in any capacity” includes, but is not limited to, as an employee,
                                            independent contractor, volunteer, or owner.



 


		·	Non-competition.
                                            You will not, as principal, agent, owner, employee, director, partner, investor shareholder
                                            (other than solely as a holder of not more than 1% of the issued and outstanding shares of
                                            any public corporation), consultant, advisor, or otherwise howsoever participate in, act
                                            for, or on behalf of, or for the benefit of, own, operate, carry on or engage in the operation
                                            of or have any financial interest in or provide in any manner, directly or indirectly, financial
                                            assistance to or lend money to or guarantee the debts or obligations of any person carrying
                                            on or engaged in any business that is similar to or competitive with the business conducted
                                            by the Company or any of its subsidiaries during or on the date of termination of your employment.



 


		·	Acknowledgement.
                                            You agree and acknowledge that the restrictive covenants set forth above (including, without
                                            limitation, the confidentiality, non-solicitation and non-competition provisions) are reasonable
                                            as to duration, terms, and geographical area and that they protect the legitimate interests
                                            of the Company and its affiliates and subsidiaries, impose no undue hardship on you, are
                                            not injurious to the public, and that any violation of these provisions shall be specifically
                                            enforceable in any court with jurisdiction upon short notice. You agree and acknowledge that
                                            any breach of these provisions shall cause irreparable injury to the Company and its affiliates
                                            and subsidiaries and upon breach of any such provision, the Company and/or its affiliates
                                            and subsidiaries shall be entitled to obtain injunctive relief, specific performance, or
                                            other equitable relief or pursue any remedies or relief available to them in law or equity
                                            (including, without limitation, monetary damages). If any of these provisions are adjudged
                                            by a court to be invalid or unenforceable, the same shall in no way affect any other circumstance
                                            or the validity or enforceability of any other provision set forth herein. If the scope of
                                            any provision (or any part thereof) is too broad to permit enforcement to its fullest extent,
                                            you agree that the court making such determination shall have the power to reduce the duration,
                                            area, and/or other aspects of the provision to the extent necessary to permit enforcement,
                                            and, in its reduced form, such provision shall then be enforceable and shall be enforced.



 






     


     


    

 


Mr. Aris Kekedjian





April 4, 2021





Page 5


 


In addition, you must first clear the Company’s
background investigation and drug test. A Company representative will contact you shortly regarding the background investigation and
drug testing processes. This offer is also contingent upon your providing proper documentation demonstrating your eligibility to work
in the United States.


 


This letter does not constitute an employment
agreement or contract. You understand that your employment is “at will” and can be terminated, with or without Cause and
with or without notice, at any time. Nothing contained in this letter shall limit or otherwise alter the foregoing.


 


If the Company terminates your employment for
any reason, you will be entitled to receive any Base Salary earned for periods prior to the cessation of your employment and not yet
paid through the date of cessation of employment as well as any accrued paid time off, other accrued health or welfare benefits, or vested
Company 401(k) plan benefits..


 


If the Company terminates your employment without
Cause at any time or in the event of your death or disability, then (in each case, subject to your or your estate’s timely execution
of the Company’s standard form of general release of all claims and agreement containing non-disparagement and other restrictive
covenant provisions):


 


(x) a pro-rata portion
of the grant of deferred depositary units will become immediately vested, all restrictions thereon will lapse, and the remaining portion
of the grant will be forfeited. The pro-rated amount will be calculated by multiplying the number of deferred depositary units by a fraction,
the numerator of which will be the number of days you were employed from the grant date until the termination date, and the denominator
will be the number of days from the grant date until the final vesting date (i.e., generally, 1,095 for three-year cliff vesting). For
example, if the Company were to terminate your employment without Cause on the last day of the second (2nd) full year of employment,
then two-thirds (2/3) of the deferred depositary units subject to the grant would vest, and (y) the remaining portion of the grant
would be forfeited. Notwithstanding the foregoing, the Board will have the option, exercisable in its sole discretion on or prior to
your termination date, to settle such pro-rata portion of the grant (or in any portion thereof) in cash rather than through the delivery
of the applicable number of depositary units, in which case you will be entitled to receive, at the time of settlement (i.e., five days
following your termination date), an amount of cash equal to the 180-day VWAP of such depositary units ending on the trading day immediately
prior to your termination date; and


 


(y) a pro-rata portion
of the target bonus amount for the calendar year in which such termination occurred will become payable to you not later than 45 days
following such termination. For example, if the Company were to terminate your employment without Cause on June 30, 2022, then you
would receive a payment of $1,000,000.


 


You will not be eligible to receive any other
severance or similar payments or benefits other than the pro-rata vesting of the target bonus and deferred depositary units described
above and will not be entitled to participate in the Company’s severance pay plan or any other severance plan or program maintained
by the Company or its affiliates.


 


You hereby represent and warrant that you are
under no contractual or legal commitments that would prevent you from fulfilling your duties and responsibilities for the Company, including
without limitation any employment, consulting, confidentiality, non-competition, trade secret, or similar agreement to which you are
a party, nor any judgment, order, decision, or decree to which you are subject. You warrant that you are free to enter into this employment
arrangement and to perform the services contemplated herein. You are not currently (and will not, to your best knowledge and ability,
at any time during employment with the Company be) subject to any conflicting agreement, understanding, obligation, claim, litigation,
or condition from any third party. You further agree and covenant that you will not improperly use or disclose in connection with your
employment with the Company any confidential, proprietary or trade secret information of any former employer or third party and will
not bring onto Company premises or copy onto Company equipment or systems any unpublished documents, data, or information of any former
employer or third party. You further represent and warrant to the Company that you are not currently and have never been the subject
of any allegation or complaint of harassment or discrimination in connection with prior employment or otherwise, and you have not been
a party to any settlement agreement or nondisclosure agreement relating to such matters.


 






     


     


    

 


Mr. Aris Kekedjian


April 4, 2021





Page 6


 


Your employment will be subject to other policies,
terms, and conditions that may be established or modified by the Company from time to time. By signing below, you acknowledge that no
representations, oral or written, express or implied, have been made by the Company as to any minimum or specified term or length of
employment or that you may be terminated only for Cause or only after the Company engages in corrective action or counseling.


 


If you have any questions on this offer, please
feel free to contact me. We look forward to your joining our team! Please let us know within five business days from the date of this
offer if you plan to do so as set forth in this letter.


 


Very truly yours,


 





 


Patricia A. Agnello, Esq.


Chief Human Resources Officer & Employment Counsel


 


c: Jesse Lynn


 


Agreed and Acknowledged:


 


	/s/ Aris Kekedjian	 	 



Aris Kekedjian


 





	4/4/2021	 	 



Date