Exhibit 10.27**EMPLOYMENT AGREEMENT**     EMPLOYMENT AGREEMENT, dated as of October 23, 2007 (the “Employment Agreement”), byand between **CVR ENERGY, INC.**, a Delaware corporation (the “Company”), and **DANIEL J. DALY,JR.**(the “Executive”).     WHEREAS, the Company and the Executive desire to enter into this Employment Agreement.     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other validconsideration the sufficiency of which is acknowledged, the parties hereto agree as follows:     Section 1. Employment.          1.1. Term. The Company agrees to employ the Executive, and the Executive agrees to beemployed by the Company, in each case pursuant to this Employment Agreement, for a periodcommencing on October 23, 2007 (the “Commencement Date”) and ending on the earlier of (i)the second (2nd) anniversary of the Commencement Date and (ii) the termination of theExecutive’s employment in accordance with Section 3 hereof (the “Term”).          1.2. Duties. During the Term, the Executive shall serve as Senior Vice President,Accounting & Controls of the Company and such other or additional positions as an officer ordirector of the Company, and of such direct or indirect affiliates of the Company(“Affiliates”), as the Company shall designate from time to time. In such positions, theExecutive shall perform such duties, functions and responsibilities during the Term commensuratewith the Executive’s positions as reasonably directed by the Company.          1.3. Exclusivity. During the Term, the Executive shall devote substantially all ofExecutive’s working time and attention to the business and affairs of the Company and itsAffiliates, shall faithfully serve the Company and its Affiliates, and shall in all materialrespects conform to and comply with the lawful and reasonable directions and instructions given toExecutive by the Company and its Affiliates, consistent with Section 1.2 hereof. During the Term,the Executive shall use Executive’s best efforts during Executive’s working time to promote andserve the interests of the Company and its Affiliates and shall not engage in any other businessactivity, whether or not such activity shall be engaged in for pecuniary profit. The provisions ofthis Section 1.3 shall not be construed to prevent the Executive from investing Executive’spersonal, private assets as a passive investor in such form or manner as will not require anyactive services on the part of the Executive in the management or operation of the affairs of thecompanies, partnerships, or other business entities in which any such passive investments 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 Fifteen Thousand Dollars ($215,000) for 2007 and at an annual rate
 

 
of Two HundredTwenty Thousand Dollars ($220,000) during the remainder of the Term following 2007, which annualsalary shall be prorated for any partial year at the beginning or end of the Term and shall accrueand be payable in accordance with the Company’s standard payroll policies, as such salary may beadjusted upward by the Company 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 2007, the target Annual Bonus shall be 80% of the Executive’s BaseSalary as in effect at the beginning of the Term in fiscal year 2007 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 Company’s Board of Directors.          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 executives of the Company.          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 in effect from time totime.     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 completed fiscal years, and any unreimbursedexpenses 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
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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 as soon as practicable 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; or (ii) a reduction in the Executive’s Base Salary,other than across-the-Company reductions applicable to similarly situated employees of the Company;provided, however, that the Executive must provide the Company with notice promptlyfollowing the occurrence of any of foregoing and at least 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 reputation or the ability of the Executiveto perform Executive’s employment-related duties or to represent the Company and its Affiliates);provided, however, that (A) if the Executive is terminated for Cause by reasonof Executive’s indictment pursuant to this clause (iii) and the indictment is subsequentlydismissed or withdrawn or the Executive is found to be not guilty in a court of law in connectionwith such indictment, then the Executive’s termination shall be treated for purposes of thisEmployment Agreement as a termination by the Company other than for Cause, and the Executive willbe entitled to receive (without duplication of benefits and to the extent permitted by law and theterms of the then-applicable medical benefit plans) the payments and benefits set forth in Section3.2(a) following such dismissal, withdrawal or finding, payable in the manner and subject to theconditions set forth in such Section and (B) if such indictment relates to environmental mattersand does not allege that the Executive was directly involved in
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or directly supervised theaction(s) forming the basis of the indictment, Cause shall not be deemed to exist under thisEmployment Agreement by reason of such indictment until the Executive is convicted or enters a pleaof guilty or nolo contendere in connection with such indictment; or (iv) material breach of theExecutive’s covenants in Section 4 of this Employment Agreement or any material written policy ofthe Company or any Affiliate after written notice of such breach and failure by the Executive tocorrect such breach within ten (10) business days, provided that no notice of, nor opportunity tocorrect, such breach shall be required hereunder if such breach cannot be cured by the 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. Any payments under Section 2.2 of this Employment Agreement shallbe made no later than two and one-half months after the later of the end of the Company’s fiscalyear in which all conditions entitling the Executive to such payments have been satisfied or thecalendar year in which all conditions entitling the Executive to such payments have been satisfied.If the Executive is a “specified employee” for purposes of Section 409A of the Internal RevenueCode of 1986, as amended (the “Code”) and the regulations thereunder, any SeverancePayments required to be made pursuant to Section 3.2(a) which are subject to Section 409A shall notcommence until six (6) months following the date of termination, with the first payment equalingsix (6) months of Executive’s Base Salary at the rate in effect immediately prior to the date oftermination.          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 have resigned, as ofthe date of such termination, from and with respect to all positions the Executive then holds as anofficer, director, employee and member of the Board of Directors (and any committee thereof) of theCompany 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 Company 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 directed or approved by the Company. Inaddition, the Company shall compensate the Executive for such cooperation at an hourly rate basedon the Executive’s most recent base salary rate assuming two thousand (2,000) working hours peryear; provided, that if the Executive is required to spend more than forty (40) hours inany month on Company matters pursuant to this Section 3.5, the
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Executive and the Company shallmutually agree to an appropriate rate of compensation for the Executive’s time over such forty (40)hour threshold.     Section 4. Unauthorized Disclosure; Non-Solicitation; Non-Competition;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 Company, theExecutive 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 othertangible product or document which has been produced by, received by or otherwise submitted to theExecutive during or prior to the Executive’s employment with the Company, and any copies thereof inExecutive’s (or capable of being reduced 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 theExecutive’s employment with the Company (whether during the Term or thereafter) and for a period oftwelve (12) months thereafter (the “Restriction Period”), directly or indirectly, own,manage, operate, join, control, be employed by, or participate in the ownership, management,operation or control of, or be connected in any manner with, including, without limitation, holdingany position as a stockholder, director, officer, consultant,
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independent contractor, employee,partner, or investor in, any Restricted Enterprise (as defined below); provided, that in noevent shall ownership of one percent (1%) or less of the outstanding securities of any class of anyissuer whose securities are registered under the Securities Exchange Act of 1934, as amended,standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, orexercise, any rights to manage or operate the business of such issuer other than rights as astockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall meanany Person that is actively engaged in any business which is either (i) in competition with thebusiness of the Company or any of its Affiliates conducted during the preceding twelve (12) months(or following the Executive’s termination of employment, the twelve (12) months preceding the dateof termination of the Executive’s employment with the Company) or (ii) proposed to be conducted bythe Company or any of its Affiliates in the Company’s or Affiliate’s business plan as in effect atthat time (or following the Executive’s termination of employment, the business plan as in effectas of the date of termination of the Executive’s employment with the Company); 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 thedate of such solicitation was, an employee of the Company orany 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 (ii)solicit, other than on behalf of the Company and its Affiliates, any Person that the Executiveknows or should have known (x) is a current customer of the Company or any of its Affiliates in anygeographic area in which the Company or any of its Affiliates operates or markets or (y) is aPerson in any geographic area in which the Company or any of its Affiliates operates or marketswith respect to which the Company or any of its Affiliates has, within the twelve (12) months priorto the date of such solicitation, devoted more than de minimis resources in an effort to cause suchPerson to become a customer of the Company or any of its Affiliates in that geographic area. Forthe avoidance of doubt, the foregoing does not preclude the Executive from soliciting, outside ofthe geographic areas in which the Company or any of its Affiliates operates or markets, any Personthat is a customer or potential customer of the Company or any of its Affiliates in the geographicareas in which it operates or markets.
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          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’semployers, assigns, executors, administrators and other legal representatives. In connection withExecutive’s execution of this Employment Agreement, the Executive has informed the Company inwriting of any interest in any inventions or intellectual property rights that Executive holds asof the date hereof. If the Company is unable for any reason, after reasonable effort, to obtainthe Executive’s signature on any document needed in connection with the actions described in thisSection 4.6, the Executive hereby irrevocably designates and appoints the Company, its Affiliates,and their duly authorized officers and agents as the Executive’s agent and attorney in fact to actfor and in the Executive’s behalf to execute, verify and file any such documents and to do allother lawfully permitted acts to further the purposes of this section with the same legal force andeffect as if executed by the Executive.          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
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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.     Section 7. Effect of Section 280G of the Code.          7.1. Payment Reduction. Notwithstanding anything contained in this Employment Agreement to thecontrary, (i) to the extent that any payment or distribution of any type to or for the Executive bythe Company, any affiliate of the Company, any Person who acquires ownership or effective controlof the Company or ownership of a substantial portion of the Company’s assets (within the meaning ofSection 280G of the Code and the regulations thereunder), or any affiliate of such Person, whetherpaid or payable or distributed or distributable pursuant to the terms of this Employment Agreementor otherwise (the “Payments”) constitute “parachute payments” (within the meaning ofSection 280G of the Code), and if (ii) such aggregate would, if reduced by all federal, state andlocal taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code(the “Excise Tax”), be less than the amount the Executive would receive, after all taxes,if the Executive received aggregate
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Payments equal (as valued under Section 280G of the Code) to only three times the Executive’s“base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) suchPayments shall be reduced (but not below zero) if and to the extent necessary so that no Paymentsto be made or benefit to be provided to the Executive shall be subject to the Excise Tax;provided, however, that the Company shall use its reasonable best efforts to obtainshareholder approval of the Payments provided for in this Employment Agreement in a manner intendedto satisfy requirements of the “shareholder approval” exception to Section 280G of the Code and theregulations promulgated thereunder, such that payment may be made to the Executive of such Paymentswithout the application of an Excise Tax. If the Payments are so reduced, then unless theExecutive shall have given prior written notice to the Company specifying a different order bywhich to effectuate the reduction, the Company shall reduce or eliminate the Payments (x) by firstreducing or eliminating the portion of the Payments which are not payable in cash (other than thatportion of the Payments subject to clause (z) hereof), (y) then by reducing or eliminating cashpayments (other than that portion of the Payments subject to clause (z) hereof) and (z) then byreducing or eliminating the portion of the Payments (whether payable in cash or not payable incash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in eachcase in reverse order beginning with payments or benefits which are to be paid the farthest intime. Any notice given by the Executive pursuant to the preceding sentence shall take precedenceover the provisions of any other plan, arrangement or agreement governing the Executive’s rightsand entitlements to any benefits or compensation.          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.     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 orremedy hereunder, or otherwise available in respect hereof at law or in equity, shall operateas a
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waiver thereof, nor shall any single or partial exercise of such right, power or remedy bysuch party preclude any other or further exercise thereof or the exercise of any other right, poweror 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 Company’s rights and obligationshereunder, may be assigned by the Company to any Affiliates, or to any successor to all orsubstantially all of the business and/or assets of the Company. This Employment Agreement, and theExecutive’s rights and obligations hereunder, may not be assigned by the Executive, and anypurported assignment by the Executive 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   If to the Executive: Daniel J. Daly, Jr.  5364 McCulloch Circle  Houston, Texas 77056          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.
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          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.          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
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breach or termination of this Employment Agreement by the Company, whether by seekingemployment or otherwise and (b) except for medical benefits provided pursuant to Section 3.2(a),the amount of any payment or benefit due the Executive after the date of such breach or terminationwill not be reduced or offset by any payment or benefit that the Executive may receive from anyother source.          8.12. Company Actions. Any actions, approvals, decisions, or determinations to bemade by the Company under this Employment Agreement shall be made by senior executives of theCompany, subject to any express direction by the Company’s Board of Directors. For purposeshereof, senior executives of the Company shall include the following officers of the Company:Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, or any Executive VicePresident.[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/ Daniel J. Daly, Jr.   By: /s/ Stanley A. Riemann       **DANIEL J. DALY, JR.**     Stanley A. Riemann,      Chief Operating Officer
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