require any active services on the part of the Executive in the management or operation of theaffairs of the companies, partnerships, or other business entities in which any such passiveinvestments are made.     Section 2.Compensation.          2.1. Salary. As compensation for the performance of the Executive’s serviceshereunder, during the Term, the Company shall pay to the Executive a salary at an annual rate ofTwo Hundred Twenty-Five Thousand Dollars ($225,000), which annual salary shall be prorated for anypartial year at the beginning or end of the Term and shall accrue and be payable in accordance withthe Company’s standard payroll policies, as such salary may be adjusted upward by the CompensationCommittee of the Board in its discretion (as adjusted, the “Base Salary”).          2.2. Annual Bonus. For each completed fiscal year occurring during the Term, theExecutive 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 BaseSalary as in effect at the beginning of the Term in fiscal year 2008 and at the beginning of eachsuch fiscal year thereafter during the Term, the actual Annual Bonus to be based upon suchindividual and/or Company performance criteria established for each such fiscal year by theCompensation Committee of the Board. The Annual Bonus, if any, payable to Executive for a fiscalyear will be paid by the Company to the Executive on the last scheduled payroll payment date duringsuch fiscal year.          2.3. Employee Benefits. During the Term, the Executive shall be eligible toparticipate in such health, insurance, retirement, and other employee benefit plans and programs ofthe Company as in effect from time to time on the same basis as other senior executives of theCompany.          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 allcommercially reasonable business out-of-pocket expenses that the Executive incurs during the Termin performing Executive’s duties under this Employment Agreement upon presentation of documentationand in accordance with the expense reimbursement policy of the Company as approved by the Board andin effect from time to time.     Section 3.Employment Termination.          3.1. Termination of Employment. The Company may terminate the Executive’s employmentfor any reason during the Term, and the Executive may voluntarily terminate Executive’s employmentfor any reason during the Term, in each case (other than a termination by the Company for Cause) atany time upon not less than thirty (30) days’ notice to the other party. Upon the termination ofthe 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 oftermination, 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 theExecutive for Good Reason. If (i) the Executive’s employment is terminated by the Companyduring 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 andbenefits: (x) the continuation of Executive’s Base Salary at the rate in effect immediately priorto the date of termination for a period of twelve (12) months and (y) the continuation on the sameterms as an active employee of medical benefits the Executive would otherwise be eligible toreceive as an active employee of the Company for twelve (12) months or until such time as theExecutive becomes eligible for medical benefits from a subsequent employer (such payments, the“Severance Payments”). The Company’s obligations to make the Severance Payments shall beconditioned upon: (i) the Executive’s continued compliance with Executive’s obligations underSection 4 of this Employment Agreement and (ii) the Executive’s execution, delivery andnon-revocation of a valid and enforceable release of claims arising in connection with theExecutive’s employment and termination of employment with the Company (the “Release”) in aform reasonably acceptable to the Company and the Executive. In the event that the Executivebreaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executivewill immediately return to the Company any portion of the Severance Payments that have been paid tothe Executive pursuant to this Section 3.2(a). Subject to Section 3.2(c), the Severance Paymentswill commence to be paid to the Executive within ten (10) days following the effectiveness of theRelease.               (b) Definitions. For purposes of this Section 3.2, the following terms shall have thefollowing meanings:                    (1) A termination for “Good Reason” shall mean a termination by the Executive withinthirty (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 ofthe Executive’s position with the Company; (ii) a relocation of the Executive’s principal place ofemployment that increases the Executive’s commute by more than fifty (50) miles; or (iii) areduction in the Executive’s Base Salary, other than across-the-board reductions applicable tosimilarly situated employees of the Company; provided, however, that the Executivemust provide the Company with notice promptly following the occurrence of any of foregoing and atleast 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 performreasonably assigned duties after written notice of such willful failure or refusal and the failureor refusal is not corrected within ten (10) business days; (iii) the indictment for, conviction ofor entering a plea of guilty or nolo contendere to a crime constituting a felony (other than atraffic violation or other offense or violation outside of the course of employment which does notadversely 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 orto represent the Company and its Affiliates); provided, however, that (A) if theExecutive 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 notguilty in a court of law in connection with such indictment, then the Executive’s termination shallbe treated for purposes of this Employment Agreement as a termination by the Company other than forCause, and the Executive will be entitled to receive (without duplication of benefits and to theextent permitted by law and the terms of the then-applicable medical benefit plans) the paymentsand benefits set forth in Section 3.2(a) following such dismissal, withdrawal or finding, payablein the manner and subject to the conditions set forth in such Section and (B) if such indictmentrelates to environmental matters and does not allege that the Executive was directly involved in ordirectly supervised the action(s) forming the basis of the indictment, Cause shall not be deemed toexist under this Employment Agreement by reason of such indictment until the Executive is convictedor enters a plea of guilty or nolo contendere in connection with such indictment; or (iv) materialbreach of the Executive’s covenants in Section 4 of this Employment Agreement or any materialwritten policy of the Company or any Affiliate after written notice of such breach and failure bythe Executive to correct such breach within ten (10) business days, provided that no notice of, noropportunity to correct, such breach shall be required hereunder if such breach cannot be cured bythe Executive.                    (3) “Disability” shall mean the Executive’s inability, due to physical or mental illhealth, to perform the essential functions of the Executive’s job, with or without a reasonableaccommodation, for 180 days during any 365 day period irrespective of whether such days areconsecutive.               (c) Section 409A. To the extent applicable, this Employment Agreement shall beinterpreted, construed and operated in accordance with the Section 409A of the Internal RevenueCode of 1986, as amended (the “Code”), and the Treasury regulations and other guidanceissued thereunder. If on the date of the Executive’s separation from service (as defined inTreasury Regulation §1.409A-1(h)) with the Company the Executive is a specified employee (asdefined in Code Section 409A and Treasury Regulation §1.409A-1(i)), no payment constituting the“deferral of compensation” within the meaning of Treasury Regulation §1.409A-1(b) and afterapplication of the exemptions provided in Treasury Regulation §§1.409A-1(b)(4) and1.409A-1(b)(9)(iii) shall be made to Executive at any time during the six (6) month periodfollowing 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 expirationof such six (6) month period. For purposes of conforming this Employment Agreement to Section 409Aof the Code, the parties agree that any reference to termination of employment, severance fromemployment or similar terms shall mean and be interpreted as a “separation from service” as definedin Treasury Regulation §1.409A-1(h).          3.3. Exclusive Remedy. The foregoing payments upon termination of the Executive’semployment shall constitute the exclusive severance payments due the Executive upon a terminationof Executive’s employment under this Employment Agreement.          3.4. Resignation from All Positions. Upon the termination of the Executive’semployment with the Company for any reason, the Executive shall be deemed to
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have resigned, as of the date of such termination, from and with respect to all positions theExecutive then holds as an officer, director, employee and member of the Board of Directors (andany committee thereof) of the Company and any of its Affiliates.          3.5. Cooperation. For one (1) year following the termination of the Executive’semployment with the Company for any reason, the Executive agrees to reasonably cooperate with theCompany upon reasonable request of the Board and to be reasonably available to the Company withrespect to matters arising out of the Executive’s services to the Company and its Affiliates,provided, however, such period of cooperation shall be for three (3) years, following any suchtermination of Executive’s employment for any reason, with respect to tax matters involving theCompany or any of its Affiliates. The Company shall reimburse the Executive for expensesreasonably incurred in connection with such matters as agreed by the Executive and the Board andthe Company shall compensate the Executive for such cooperation at an hourly rate based on theExecutive’s most recent base salary rate assuming two thousand (2,000) working hours per year;provided, that if the Executive is required to spend more than forty (40) hours in anymonth on Company matters pursuant to this Section 3.5, the Executive and the Board shall mutuallyagree to an appropriate rate of compensation for the Executive’s time over such forty (40) hourthreshold.     Section 4.Unauthorized Disclosure; Non-Competition; Non-Solicitation;Proprietary Rights.          4.1. Unauthorized Disclosure. The Executive agrees and understands that in theExecutive’s position with the Company and any Affiliates, the Executive has been and will beexposed to and has and will receive information relating to the confidential affairs of the Companyand its Affiliates, including, without limitation, technical information, intellectual property,business and marketing plans, strategies, customer information, software, other informationconcerning the products, promotions, development, financing, expansion plans, business policies andpractices of the Company and its Affiliates and other forms of information considered by theCompany and its Affiliates to be confidential and in the nature of trade secrets (including,without limitation, ideas, research and development, know-how, formulas, technical data, designs,drawings, specifications, customer and supplier lists, pricing and cost information and businessand marketing plans and proposals) (collectively, the “Confidential Information”);provided, however, that Confidential Information shall not include information which (i) isor becomes generally available to the public not in violation of this Employment Agreement or anywritten policy of the Company; or (ii) was in the Executive’s possession or knowledge on anon-confidential basis prior to such disclosure. The Executive agrees that at all times during theExecutive’s employment with the Company and thereafter, the Executive shall not disclose suchConfidential Information, either directly or indirectly, to any individual, corporation,partnership, limited liability company, association, trust or other entity or organization,including a government or political subdivision or an agency or instrumentality thereof (each a“Person”) without the prior written consent of the Company and shall not use or attempt touse any such information in any manner other than in connection with Executive’s employment withthe Company, unless required by law to disclose such information, in which case the Executive shallprovide the Company with written notice of such requirement as far in advance of such anticipateddisclosure as possible. Executive’s confidentiality covenant has no temporal, geographical orterritorial restriction. Upon termination of the Executive’s employment with the
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Company, the Executive shall promptly supply to the Company all property, keys, notes,memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards,surveys, maps, logs, machines, technical data and any other tangible product or document which hasbeen produced by, received by or otherwise submitted to the Executive during or prior to theExecutive’s employment with the Company, and any copies thereof in Executive’s (or capable of beingreduced to Executive’s) possession.          4.2. Non-Competition. By and in consideration of the Company’s entering into thisEmployment Agreement and the payments to be made and benefits to be provided by the Companyhereunder, and in further consideration of the Executive’s exposure to the Confidential Informationof the Company and its Affiliates, the Executive agrees that the Executive shall not, during theTerm and for a period of twelve (12) months thereafter (the “Restriction Period”), directlyor indirectly, own, manage, operate, join, control, be employed by, or participate in theownership, management, operation or control of, or be connected in any manner with, including,without limitation, holding any position as a stockholder, director, officer, consultant,independent contractor, employee, partner, or investor in, any Restricted Enterprise (as definedbelow); provided, that in no event shall ownership of one percent (1%) or less of theoutstanding securities of any class of any issuer whose securities are registered under theSecurities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, solong as the Executive does not have, or exercise, any rights to manage or operate the business ofsuch issuer other than rights as a stockholder thereof. For purposes of this paragraph,“Restricted Enterprise” shall mean any Person that is actively engaged in any businesswhich is either (i) in competition with the business of the Company or any of its Affiliatesconducted during the preceding twelve (12) months (or following the Term, the twelve (12) monthspreceding the last day of the Term), or (ii) proposed to be conducted by the Company or any of itsAffiliates in the Company’s or Affiliate’s business plan as in effect at that time (or followingthe Term, the business plan as in effect as of the last day of the Term); provided, that(x) with respect to any Person that is actively engaged in the refinery business, a RestrictedEnterprise shall only include such a Person that operates or markets in any geographic area inwhich the Company or any of its Affiliates operates or markets with respect to its refinerybusiness and (y) with respect to any Person that is actively engaged in the fertilizer business, aRestricted Enterprise shall only include such a Person that operates or markets in any geographicarea in which the Company or any of its Affiliates operates or markets with respect to itsfertilizer business. During the Restriction Period, upon request of the Company, the Executiveshall notify the Company of the Executive’s then-current employment status. For the avoidance ofdoubt, a Restricted Enterprise shall not include any Person or division thereof that is engaged inthe business of supplying (but not refining) crude oil or natural gas.          4.3. Non-Solicitation of Employees. During the Restriction Period, the Executiveshall not directly or indirectly contact, induce or solicit (or assist any Person to contact,induce or solicit) for employment any person who is, or within twelve (12) months prior to the dateof such solicitation was, an employee of the Company or any of its Affiliates.          4.4. Non-Solicitation of Customers/Suppliers. During the Restriction Period, theExecutive shall not (i) contact, induce or solicit (or assist any Person to contact, induce orsolicit) any Person which has a business relationship with the Company or of any of its Affiliatesin order to terminate, curtail or otherwise interfere with such business relationship or
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(ii) solicit, other than on behalf of the Company and its Affiliates, any Person that theExecutive knows or should have known (x) is a current customer of the Company or any of itsAffiliates in any geographic area in which the Company or any of its Affiliates operates or marketsor (y) is a Person in any geographic area in which the Company or any of its Affiliates operates ormarkets with respect to which the Company or any of its Affiliates has, within the twelve (12)months prior to the date of such solicitation, devoted more than de minimis resources in an effortto cause such Person to become a customer of the Company or any of its Affiliates in thatgeographic area. For the avoidance of doubt, the foregoing does not preclude the Executive fromsoliciting, outside of the geographic areas in which the Company or any of its Affiliates operatesor markets, any Person that is a customer or potential customer of the Company or any of itsAffiliates in the geographic areas in which it operates or markets.          4.5. Extension of Restriction Period. The Restriction Period shall be extended for aperiod of time equal to any period during which the Executive is in breach of any of Sections 4.2,4.3 or 4.4 hereof.          4.6. Proprietary Rights. The Executive shall disclose promptly to the Company any andall inventions, discoveries, and improvements (whether or not patentable or registrable undercopyright or similar statutes), and all patentable or copyrightable works, initiated, conceived,discovered, reduced to practice, or made by Executive, either alone or in conjunction with others,during the Executive’s employment with the Company and related to the business or activities of theCompany and its Affiliates (the “Developments”). Except to the extent any rights in anyDevelopments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq.that are owned ab initio by the Company and/or its applicable Affiliates, the Executive assigns allof Executive’s right, title and interest in all Developments (including all intellectual propertyrights therein) to the Company or its nominee without further compensation, including all rights orbenefits therefor, including without limitation the right to sue and recover for past and futureinfringement. The Executive acknowledges that any rights in any developments constituting a workmade for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by theCompany and/or its applicable Affiliates as the Executive’s employer. Whenever requested to do soby the Company, the Executive shall execute any and all applications, assignments or otherinstruments which the Company shall deem necessary to apply for and obtain trademarks, patents orcopyrights of the United States or any foreign country or otherwise protect the interests of theCompany and its Affiliates therein. These obligations shall continue beyond the end of theExecutive’s employment with the Company with respect to inventions, discoveries, improvements orcopyrightable works initiated, conceived or made by the Executive while employed by the Company,and shall be binding upon the Executive’s employers, assigns, executors, administrators and otherlegal representatives. In connection with Executive’s execution of this Employment Agreement, theExecutive has informed the Company in writing of any interest in any inventions or intellectualproperty rights that Executive holds as of the date hereof. If the Company is unable for anyreason, after reasonable effort, to obtain the Executive’s signature on any document needed inconnection with the actions described in this Section 4.6, the Executive hereby irrevocablydesignates and appoints the Company, its Affiliates, and their duly authorized officers and agentsas the Executive’s agent and attorney in fact to act for and in the Executive’s behalf to execute,verify and file any such documents and to do all other lawfully permitted acts to further thepurposes of this Section with the same legal force and effect as if executed by the Executive.
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          4.7. Confidentiality of Agreement. Other than with respect to information required tobe disclosed by applicable law, the parties hereto agree not to disclose the terms of thisEmployment Agreement to any Person; provided the Executive may disclose this Employment Agreementand/or any of its terms to the Executive’s immediate family, financial advisors and attorneys.Notwithstanding anything in this Section 4.7 to the contrary, the parties hereto (and each of theirrespective employees, representatives, or other agents) may disclose to any and all Persons,without limitation of any kind, the tax treatment and tax structure of the transactionscontemplated by this Employment Agreement, and all materials of any kind (including opinions orother tax analyses) related to such tax treatment and tax structure; provided that this sentenceshall not permit any Person to disclose the name of, or other information that would identify, anyparty to such transactions or to disclose confidential commercial information regarding suchtransactions.          4.8. Remedies. The Executive agrees that any breach of the terms of this Section 4would result in irreparable injury and damage to the Company and its Affiliates for which theCompany and its Affiliates would have no adequate remedy at law; the Executive therefore alsoagrees that in the event of said breach or any threat of breach, the Company and its Affiliatesshall be entitled to an immediate injunction and restraining order to prevent such breach and/orthreatened breach and/or continued breach by the Executive and/or any and all Persons acting forand/or with the Executive, without having to prove damages, in addition to any other remedies towhich the Company and its Affiliates may be entitled at law or in equity, including, withoutlimitation, the obligation of the Executive to return any Severance Payments made by the Company tothe Company. The terms of this paragraph shall not prevent the Company or its Affiliates frompursuing any other available remedies for any breach or threatened breach hereof, including,without limitation, the recovery of damages from the Executive. The Executive and the Companyfurther agree that the provisions of the covenants contained in this Section 4 are reasonable andnecessary to protect the businesses of the Company and its Affiliates because of the Executive’saccess to Confidential Information and Executive’s material participation in the operation of suchbusinesses.     Section 5.Representation.     The Executive represents and warrants that (i) Executive is not subject to any contract,arrangement, policy or understanding, or to any statute, governmental rule or regulation, that inany way limits Executive’s ability to enter into and fully perform Executive’s obligations underthis Employment Agreement and (ii) Executive is not otherwise unable to enter into and fullyperform Executive’s obligations under this Employment Agreement.     Section 6.Withholding.     All amounts paid to the Executive under this Employment Agreement during or following the Termshall be subject to withholding and other employment taxes imposed by applicable law.
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     Section 7.Effect of Section 280G of the Code.          7.1. Payment Reduction. Notwithstanding anything contained in this EmploymentAgreement to the contrary, (i) to the extent that any payment or distribution of any type to or forthe Executive by the Company, any affiliate of the Company, any Person who acquires ownership oreffective control of the Company or ownership of a substantial portion of the Company’s assets(within the meaning of Section 280G of the Code and the regulations thereunder), or any affiliateof such Person, whether paid or payable or distributed or distributable pursuant to the terms ofthis Employment Agreement or otherwise (the “Payments”) constitute “parachute payments”(within the meaning of Section 280G of the Code), and if (ii) such aggregate would, if reduced byall federal, state and local taxes applicable thereto, including the excise tax imposed underSection 4999 of the Code (the “Excise Tax”), be less than the amount the Executive wouldreceive, after all taxes, if the Executive received aggregate Payments equal (as valued underSection 280G of the Code) to only three times the Executive’s “base amount” (within the meaning ofSection 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not belowzero) if and to the extent necessary so that no Payments to be made or benefit to be provided tothe Executive shall be subject to the Excise Tax; provided, however, that theCompany shall use its reasonable best efforts to obtain shareholder approval of the Paymentsprovided for in this Employment Agreement in a manner intended to satisfy requirements of the“shareholder approval” exception to Section 280G of the Code and the regulations promulgatedthereunder, such that payment may be made to the Executive of such Payments without the applicationof an Excise Tax. If the Payments are so reduced, then unless the Executive shall have given priorwritten notice to the Company specifying a different order by which to effectuate the reduction,the Company shall reduce or eliminate the Payments (x) by first reducing or eliminating the portionof the Payments which are not payable in cash (other than that portion of the Payments subject toclause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion ofthe Payments subject to clause (z) hereof) and (z) then by reducing or eliminating the portion ofthe Payments (whether payable in cash or not payable in cash) to which Treasury Regulation §1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning withpayments or benefits which are to be paid the farthest in time. Any notice given by the Executivepursuant to the preceding sentence shall take precedence over the provisions of any other plan,arrangement or agreement governing the Executive’s rights and entitlements to any benefits orcompensation.          7.2. Determination of Amount of Reduction (if any). The determination of whether thePayments shall be reduced as provided in Section 7.1 and the amount of such reduction shall be madeat the Company’s expense by an accounting firm selected by the Company from among the four (4)largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firmshall provide its determination (the “Determination”), together with detailed supportingcalculations and documentation, to the Company and the Executive within ten (10) days after theExecutive’s final day of employment. If the Accounting Firm determines that no Excise Tax ispayable by the Executive with respect to the Payments, it shall furnish the Executive with anopinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect toany such payments and, absent manifest error, such Determination shall be binding, final andconclusive upon the Company and the Executive.
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     Section 8.Miscellaneous.          8.1. Amendments and Waivers. This Employment Agreement and any of the provisionshereof may be amended, waived (either generally or in a particular instance and eitherretroactively or prospectively), modified or supplemented, in whole or in part, only by writtenagreement signed by the parties hereto; provided, that, the observance of any provision ofthis Employment Agreement may be waived in writing by the party that will lose the benefit of suchprovision as a result of such waiver. The waiver by any party hereto of a breach of any provisionof this Employment Agreement shall not operate or be construed as a further or continuing waiver ofsuch breach or as a waiver of any other or subsequent breach, except as otherwise explicitlyprovided for in such waiver. Except as otherwise expressly provided herein, no failure on the partof any party to exercise, and no delay in exercising, any right, power or remedy hereunder, orotherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, norshall any single or partial exercise of such right, power or remedy by such party preclude anyother or further exercise thereof or the exercise of any other right, power or remedy.          8.2. Indemnification. To the extent provided in the Company’s Certificate ofIncorporation or Bylaws, as in effect from time to time, the Company shall indemnify the Executivefor losses or damages incurred by the Executive as a result of causes of action arising from theExecutive’s performance of duties for the benefit of the Company, whether or not the claim isasserted during the Term.          8.3. Assignment. This Employment Agreement, and the Executive’s rights andobligations hereunder, may not be assigned by the Executive, and any purported assignment by theExecutive in violation hereof shall be null and void.          8.4. Notices. Unless otherwise provided herein, all notices, requests, demands,claims and other communications provided for under the terms of this Employment Agreement shall bein writing. Any notice, request, demand, claim or other communication hereunder shall be sent by(i) personal delivery (including receipted courier service) or overnight delivery service, (ii)facsimile during normal business hours, with confirmation of receipt, to the number indicated,(iii) reputable commercial overnight delivery service courier or (iv) registered or certified mail,return receipt requested, postage prepaid and addressed to the intended recipient as set forthbelow:            If to the Company: CVR Energy, Inc.  10 E. Cambridge Circle, Suite 250  Kansas City, KS 66103  Attention: General Counsel  Facsimile: (913) 981-0000             with a copy to: Fried, Frank, Harris, Shriver & Jacobson LLP  One New York Plaza  New York, NY 10004  Attention: Donald P. Carleen, Esq.  Facsimile: (212) 859-4000 
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            If to the Executive: Kevan A. Vick  4704 Cherry Hills Ct  Lawrence, KS 66047-9655     All such notices, requests, consents and other communications shall be deemed to have beengiven when received. Any party may change its facsimile number or its address to which notices,requests, demands, claims and other communications hereunder are to be delivered by giving theother parties hereto notice in the manner then set forth.          8.5. Governing Law. This Employment Agreement shall be construed and enforced inaccordance with, and the rights and obligations of the parties hereto shall be governed by, thelaws of the State of Kansas, without giving effect to the conflicts of law principles thereof.Each of the parties hereto irrevocably and unconditionally consents to submit to the exclusivejurisdiction of the courts of Kansas (collectively, the “Selected Courts”) for any actionor proceeding relating to this Employment Agreement, agrees not to commence any action orproceeding relating thereto except in the Selected Courts, and waives any forum or venue objectionsto the Selected Courts.          8.6. Severability. Whenever possible, each provision or portion of any provision ofthis Employment Agreement, including those contained in Section 4 hereof, will be interpreted insuch manner as to be effective and valid under applicable law but the invalidity orunenforceability of any provision or portion of any provision of this Employment Agreement in anyjurisdiction shall not affect the validity or enforceability of the remainder of this EmploymentAgreement in that jurisdiction or the validity or enforceability of this Employment Agreement,including that provision or portion of any provision, in any other jurisdiction. In addition,should a court or arbitrator determine that any provision or portion of any provision of thisEmployment Agreement, including those contained in Section 4 hereof, is not reasonable or valid,either in period of time, geographical area, or otherwise, the parties hereto agree that suchprovision should be interpreted and enforced to the maximum extent which such court or arbitratordeems reasonable or valid.          8.7. Entire Agreement. From and after the Commencement Date, this EmploymentAgreement constitutes the entire agreement between the parties hereto, and supersedes all priorrepresentations, agreements and understandings (including any prior course of dealings), bothwritten and oral, relating to any employment of the Executive by the Company or any of itsAffiliates. Effective as of the Commencement Date, this Agreement specifically supersedes, in itsentirety, the 2005 Employment Agreement. The 2005 Employment Agreement shall govern theExecutive’s employment with the Company (and previously CR) prior to the Commencement Date and thisEmployment Agreement shall govern the Executive’s employment with the Company from and after theCommencement Date, and the parties acknowledge and agree that the Executive’s employment with theCompany shall not, by reason of entering into this Employment Agreement, be deemed to end orterminate as of or prior to the Commencement Date for purposes of any provisions of the 2005Employment Agreement relating to Severance Payments or with respect to any health, insurance,retirement, or benefit plans or programs of the Company in which the Executive participated underthe 2005 Employment Agreement.
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          8.8. Counterparts. This Employment Agreement may be executed in any number ofcounterparts, each of which shall be deemed an original, but all such counterparts shall togetherconstitute one and the same instrument.          8.9. Binding Effect. This Employment Agreement shall inure to the benefit of, and bebinding on, the successors and assigns of each of the parties, including, without limitation, theExecutive’s heirs and the personal representatives of the Executive’s estate and any successor toall or substantially all of the business and/or assets of the Company.          8.10. General Interpretive Principles. The name assigned this Employment Agreementand headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this EmploymentAgreement are for convenience of reference only and shall not in any way affect the meaning orinterpretation of any of the provisions hereof. Words of inclusion shall not be construed as termsof limitation herein, so that references to “include”, “includes” and “including” shall not belimiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.          8.11. Mitigation. Notwithstanding any other provision of this Employment Agreement,(a) the Executive will have no obligation to mitigate damages for any breach or termination of thisEmployment Agreement by the Company, whether by seeking employment or otherwise and (b) except formedical benefits provided pursuant to Section 3.2(a), the amount of any payment or benefit due theExecutive after the date of such breach or termination will not be reduced or offset by any paymentor benefit that the Executive may receive from any other source.          8.12. Company Actions. Any actions, approvals, decisions, or determinations to bemade by the Company under this Employment Agreement shall be made by the Company’s Board, except asotherwise expressly provided herein. For purposes of any references herein to the Board’sdesignee, any such reference shall be deemed to include the Chief Executive Officer of the Companyand such other or additional officers, or committees of the Board, as the Board may expresslydesignate from time to time for such purpose.[signature page follows]
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     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date firstwritten above.             **CVR ENERGY, INC.**                  /s/ Kevan A. Vick   By: : /s/ John J. Lipinski           **KEVAN A. VICK**     Name: John J. Lipinski        Title: CEO  
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