**Exhibit 10.24****AMENDED AND RESTATED EMPLOYMENT AGREEMENT**     AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of January 1, 2008 (the “EmploymentAgreement”), by and between **CVR ENERGY, INC.**, a Delaware corporation (the “Company”),and **JOHN J. LIPINSKI**(the “Executive”).     WHEREAS, Coffeyville Resources, LLC (“CR”), an affiliate of the Company, and the Executiveentered into an employment agreement, dated as of July 12, 2005, as amended (the “2005Employment Agreement”);     WHEREAS, a reorganization of various entities affiliated with the Company and CR has occurredand in connection with such reorganization CR has assigned to the Company, and the Company hasassumed, the 2005 Employment Agreement effective as of October 26, 2007, and the Company and theExecutive now desire to enter into this Employment Agreement as an amendment and restatement, inits entirety, of the 2005 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 January 1, 2008 (the “Commencement Date”) and ending on the earlier of (i)the third (3rd) anniversary of the Commencement Date and (ii) the termination of the Executive’semployment in accordance with Section 3 hereof (the “Term”), provided,however, that at the end of each calendar month after the Commencement Date, the term ofthis Employment Agreement shall be automatically extended for one month.          1.2. Duties. During the Term, the Executive shall serve as President and ChiefExecutive Officer of the Company and such other or additional positions as an officer or directorof the Company, and of such direct or indirect affiliates of the Company (“Affiliates”), asthe Executive and the board of directors of the Company (the “Board”) shall mutually agreefrom time to time. In such positions, the Executive shall perform such duties, functions andresponsibilities during the Term commensurate with the Executive’s positions as reasonably directedby the Board. The Executive shall be employed in the State of Texas during the Term.          1.3. Exclusivity. During the Term, the Executive shall devote substantially all ofExecutive’s working time to the business and affairs of the Company and its Affiliates, shallfaithfully serve the Company and its Affiliates, and shall in all material respects conform to andcomply with the lawful and reasonable directions and instructions given to Executive by the Board,consistent with Section 1.2 hereof. During the Term, the Executive shall use Executive’s bestefforts during Executive’s working time to promote and serve the interests of the Company and itsAffiliates and shall not engage in any other business activity,
 

 
whether or not such activity shall be engaged in for pecuniary profit. The provisions of thisSection 1.3 shall not be construed to prevent Executive from (i) investing Executive’s personal,private assets as a passive investor in such form or manner as will not require any active serviceson the part of Executive in the management or operation of the affairs of the companies,partnerships, or other business entities in which any such passive investments are made; or(ii) serving on the boards of directors for Intercat Inc. and for Thumbs Up Enterprises Limited andits affiliated companies.     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 ofSeven Hundred Thousand Dollars ($700,000), which annual salary shall be prorated for any partialyear at the beginning or end of the Term and shall accrue and be payable in accordance with theCompany’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 250% 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 four (4)weeks of paid time off (“PTO”) each year.          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
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the other party. Upon the termination of the Executive’s employment with the Company for anyreason (whether during the Term or thereafter), the Executive shall be entitled to any Base Salaryearned but unpaid through the date of termination, any earned but unpaid Annual Bonus for completedfiscal 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 thirty-six (36) months and (y) the continuation on thesame terms as an active employee of medical benefits the Executive would otherwise be eligible toreceive as an active employee of the Company for thirty-six (36) months or until the Executivebecomes eligible for medical benefits from a subsequent employer (such payments, the “SeverancePayments”). The Company’s obligations to make the Severance Payments shall be conditionedupon: (i) the Executive’s continued compliance with Executive’s obligations under Section 4 of thisEmployment Agreement and (ii) the Executive’s execution, delivery and non-revocation of a valid andenforceable general release of claims arising in connection with the Executive’s employment andtermination of employment with the Company (the “Release”) in a form reasonably acceptableto the Company and the Executive. In the event that the Executive breaches any of the covenantsset forth in Section 4 of this Employment Agreement, the Executive will immediately return to theCompany any portion of the Severance Payments that have been paid to the Executive pursuant to thisSection 3.2(a). Subject to Section 3.2(e), the Severance Payments will commence to be paid to theExecutive within ten (10) days following the effectiveness of the Release.               (b) Termination by the Company For Disability. If the Executive’s employment isterminated during the Term by the Company by reason of the Executive’s Disability, in addition tothe Accrued Amounts and any payments to be made to the Executive under the Company’s disabilityplan(s) as a result of such Disability, the Company shall pay to the Executive such supplementalamounts (the “Supplemental Disability Payments”) as shall be necessary to result in thepayment of aggregate amounts to the Executive as a result of his Disability that shall be equal tothe Executive’s Base Salary as in effect immediately before such Disability; provided,that, at the Company’s option, the Company may purchase insurance to cover its obligationsunder this Section 3.2(b) and the Executive shall cooperate to assist the Company in obtaining suchinsurance. Such Supplemental Disability Payments shall be made for a period of thirty-six (36)months from the Date of Disability. The Company’s obligations to make the Supplemental DisabilityPayments shall be conditioned upon:  (i) the Executive’s continued compliance with his obligationsunder Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery andnon-revocation of a Release. In the event that the Executive breaches any of the covenants setforth in Section 4 of this Employment Agreement, the Executive will immediately return to theCompany any portion of the Supplemental Disability Payments that have been paid to the Executivepursuant to this Section 3.2(b). Subject
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to Section 3.2(e), the Supplemental Disability Payments will commence to be paid to theExecutive as soon as practicable following the effectiveness of the Release.               (c) Termination by Reason of Death. If the Executive’s employment is terminatedduring the Term by reason of his death, in addition to the Accrued Amounts and any employeebenefits to which the Executive’s estate, spouse or other beneficiaries, as applicable, may beentitled, the Company shall pay to the beneficiary designated in writing by the Executive (or tohis estate if no such beneficiary has been so designated), the Base Salary which the Executivewould have received if he had remained employed under this Employment Agreement for a total ofthirty-six months from the commencement of the Term, assuming for such remaining period theExecutive’s Base Salary as in effect on the date of the Executive’s death; provided,that, at the Company’s option, the Company may purchase insurance to cover its obligationsunder this Section 3.2(c) and the Executive shall cooperate to assist the Company in obtaining suchinsurance.               (d) 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 ten (10) business 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; provided, however, thatthe Executive’s refusal to participate in or perform any act on behalf of the Company which uponadvice of counsel the Executive in good faith believes is illegal or unethical shall not constituteCause; (iii) the indictment for, conviction of or entering a plea of guilty or nolo contendere to acrime constituting a felony (other than a traffic violation or other offense or violation outsideof the course of employment which does not adversely affect the Company and its Affiliates or theirreputation or the ability of the Executive to perform Executive’s employment-related duties or torepresent 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
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forth in such Section and (B) if such indictment relates to environmental matters and does notallege that the Executive was directly involved in or directly supervised the action(s) forming thebasis of the indictment, Cause shall not be deemed to exist under this Employment Agreement byreason of such indictment until the Executive is convicted or enters a plea of guilty or nolocontendere in connection with such indictment; or (iv) material breach of the Executive’s covenantsin Section 4 of this Employment Agreement or any material written policy of the Company or anyAffiliate after written notice of such breach and failure by the Executive to cure such breachwithin ten (10) business days; provided, however, that no such notice of, nor opportunity to cure,such breach shall be required hereunder if the breach cannot be cured by the Executive.                    (3) “Disability” shall mean that:  (i) the Executive is unable to perform his dutieshereunder as a result of illness or physical injury for a period of at least 90 days; (ii) theExecutive is entitled to receive payments under the Company’s long-term disability insurance plan;(iii) the Executive has started to receive such disability insurance payments; and (iv) no personhas contested or questioned the Executive’s right to receive such payments or, if such paymentshave been contested, the Company has irrevocably and unconditionally agreed to pay the Executivesuch amounts as will net to Executive after reduction for applicable federal and state income taxesthe same amount as he would have received after such taxes from such insurance. The “Date ofDisability” shall mean the first date on which all of the requirements set forth in clauses (i)through (iv) above have been satisfied.               (e) 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 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.
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          3.5. Cooperation. Following the termination of the Executive’s employment with theCompany for any reason and during any period in which the Executive is receiving Severance Paymentsor Supplemental Disability Payments, or for one (1) year following termination of the Executive’semployment with the Company if no Severance Payments or Supplemental Disability Payments arepayable, the Executive agrees to reasonably cooperate with the Company upon reasonable request ofthe Board and to be reasonably available to the Company with respect to matters arising out of theExecutive’s services to the Company and its Affiliates, provided, however, such period ofcooperation shall be for three (3) years, following any such termination of Executive’s employmentfor any reason, with respect to tax matters involving the Company or any of its Affiliates. TheCompany shall reimburse the Executive for expenses reasonably incurred in connection with suchmatters as agreed by the Executive and the Board and the Company shall compensate the Executive forsuch cooperation at an hourly rate based on the Executive’s most recent base salary rate assumingtwo thousand (2,000) working hours per year; provided, that if the Executive is required tospend more than forty (40) hours in any month on Company matters pursuant to this Section 3.5, theExecutive and the Board shall mutually agree to an appropriate rate of compensation for theExecutive’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,
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memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks,cards, surveys, maps, logs, machines, technical data and other tangible products or documents, ineach case which have been produced by, received by or otherwise submitted to the Executive duringor prior to the Executive’s employment with the Company and which are or contain ConfidentialInformation, and any copies thereof in Executive’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 theTerm and thereafter for the period during which the Severance Payments or Supplemental DisabilityPayments are payable or one (1) year following the end of the Term if no Severance Payments orSupplemental Disability Payments are payable (the “Restriction Period”), directly orindirectly, 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, withoutlimitation, holding any position as a stockholder, director, officer, consultant, independentcontractor, employee, partner, or investor in, any Restricted Enterprise (as defined below);provided, that in no event shall ownership of one percent (1%) or less of the outstandingsecurities of any class of any issuer whose securities are registered under the Securities ExchangeAct of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as theExecutive does not have, or exercise, any rights to manage or operate the business of such issuerother than rights as a stockholder thereof. For purposes of this paragraph, “RestrictedEnterprise” shall mean any Person that is actively engaged in any business which is either (i)in competition with the business of the Company or any of its Affiliates conducted during thepreceding twelve (12) months (or following the Term, the twelve (12) months preceding the last dayof the Term), or (ii) proposed to be conducted by the Company or any of its Affiliates in theCompany’s or Affiliate’s business plan as in effect at that time (or following the Term, thebusiness plan as in effect as of the last day of the Term); provided, that (x) with respectto any Person that is actively engaged in the refinery business, a Restricted Enterprise shall onlyinclude such a Person that operates or markets in any geographic area in which the Company or anyof its Affiliates operates or markets with respect to its refinery business and (y) with respect toany Person that is actively engaged in the fertilizer business, a Restricted Enterprise shall onlyinclude such a Person that operates or markets in any geographic area in which the Company or anyof its Affiliates operates or markets with respect to its fertilizer business. During theRestriction Period, upon request of the Company, the Executive shall notify the Company of theExecutive’s then-current employment status. For the avoidance of doubt, (A) the foregoing shallnot prohibit the Executive from working in the State of Texas; provided, that theExecutive’s so working does not involve any Restricted Enterprise that is operating in the State ofTexas if the Company or any of its Affiliates is then operating in the State of Texas and (B) aRestricted Enterprise shall not include any Person or division thereof that is engaged in thebusiness 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 solicit (or assist any Person to solicit) for employment anyperson who is, or within twelve (12) months prior to the date of such solicitation was, an employeeof the Company or any of its Affiliates, provided, however, that this Section 4.3 shall
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not prohibit the hiring of any individual as a result of the individual’s response to anadvertisement in a publication of general circulation.          4.4. Non-Solicitation of Customers/Suppliers. During the Restriction Period, theExecutive shall not (i) solicit (or assist any Person to solicit) any Person which has a businessrelationship with the Company or of any of its Affiliates in order to terminate, curtail orotherwise interfere with such business relationship or (ii) solicit, other than on behalf of theCompany and its Affiliates, any Person that the Executive knows or should have known (x) is acurrent customer of the Company or any of its Affiliates in any geographic area in which theCompany or any of its Affiliates operates or markets or (y) is a Person in any geographic area inwhich the Company or any of its Affiliates operates or markets with respect to which the Company orany of its Affiliates has, within the twelve (12) months prior to the date of such solicitation,devoted more than de minimis resources in an effort to cause such Person to become a customer ofthe Company or any of its Affiliates in that geographic area. For the avoidance of doubt, theforegoing does not preclude the Executive from soliciting, outside of the geographic areas in whichthe Company or any of its Affiliates operates or markets, any Person that is a customer orpotential customer of the Company or any of its Affiliates in the geographic areas in which itoperates 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
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that Executive holds as of the date hereof. If the Company is unable for any reason, afterreasonable effort, to obtain the Executive’s signature on any document needed in connection withthe actions described in this Section 4.6, the Executive hereby irrevocably designates and appointsthe Company, its Affiliates, and their duly authorized officers and agents as the Executive’s agentand attorney in fact to act for and in the Executive’s behalf to execute, verify and file any suchdocuments and to do all other lawfully permitted acts to further the purposes of this Section withthe same legal force and effect 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 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 or SupplementalDisability Payments made by the Company to the Company. The terms of this paragraph shall notprevent the Company or its Affiliates from pursuing any other available remedies for any breach orthreatened breach hereof, including, without limitation, the recovery of damages from theExecutive. The Executive and the Company further agree that the provisions of the covenantscontained in this Section 4 are reasonable and necessary to protect the businesses of the Companyand its Affiliates because of the Executive’s access to Confidential Information and Executive’smaterial participation in the operation of such businesses.     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.
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     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 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.
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If the Accounting Firm determines that no Excise Tax is payable by the Executive with respectto the Payments, it shall furnish the Executive with an opinion reasonably acceptable to theExecutive that no Excise Tax will be imposed with respect to any such payments and, absent manifesterror, such Determination shall be binding, final and conclusive upon the Company and theExecutive.     Section 8.Miscellaneous.          8.1. Indemnification. To the extent permitted by applicable law, the Company shallindemnify the Executive for losses or damages incurred by the Executive as a result of all causesof action arising from the Executive’s performance of duties for the benefit of the Company,whether or not the claim is asserted during the Term. This indemnity shall not apply to theExecutive’s acts of willful misconduct or gross negligence. The Executive shall be covered underany directors’ and officers’ insurance that the Company maintains for its directors and otherofficers in the same manner and on the same basis as the Company’s directors and other officers.          8.2. 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.          8.3. 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:
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       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: John J. Lipinski    806 Skimmer Court    Sugar Land, TX 77478     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 action orproceeding relating to this Employment Agreement, agrees not to commence any action or proceedingrelating thereto except in the Selected Courts, and waives any forum or venue objections to theSelected 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
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supersedes all prior representations, agreements and understandings (including any priorcourse of dealings), both written and oral, relating to any employment of the Executive by theCompany or any of its Affiliates. Effective as of the Commencement Date, this Agreementspecifically supersedes, in its entirety, the 2005 Employment Agreement. The 2005 EmploymentAgreement shall govern the Executive’s employment with the Company (and previously CR) prior to theCommencement Date and this Employment Agreement shall govern the Executive’s employment with theCompany from and after the Commencement Date, and the parties acknowledge and agree that theExecutive’s employment with the Company shall not, by reason of entering into this EmploymentAgreement, be deemed to end or terminate as of or prior to the Commencement Date for purposes ofany provisions of the 2005 Employment Agreement relating to Severance Payments or with respect toany health, insurance, retirement, or benefit plans or programs of the Company in which theExecutive participated under the 2005 Employment Agreement.          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.[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/ John J. Lipinski By:  /s/ Stanley A. Riemann     **JOHN J. LIPINSKI**   Name:  Stanley A. Riemann    Title:  Chief Operating Officer
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