Unassociated Document


    Exhibit
10.1

    AGREEMENT

     

    Agreement
made as of the 11th day of February, 2010 (the “Execution Date”) by and between
Icahn Enterprises L.P., (the “Employer”), and Daniel A. Ninivaggi (the
“Employee”). 

     

    Whereas,
Employer wishes to employ Employee as its President and President of Icahn
Enterprises Holdings L.P. (“Holdings”), Employer’s 99% owned subsidiary, to
perform the duties set forth herein and others given to him from time to time
and Employee wishes to become employed by Employer upon the terms and conditions
set forth herein.

     

    Now,
therefore, in consideration of the premises and the mutual promises made herein,
the parties hereto agree as follows:

     

    
      	
              1.

            	
              Employment/Title/Benefits:  Subject
      to the terms of this Agreement, Employer hereby employs Employee to
      perform the duties described in Section 3 below, and Employee hereby
      accepts such employment.  Employee’s title shall be President of
      Employer, President of Holdings and President of Icahn Enterprises G.P.
      Inc. (“IEGP”), the sole general partner of Employer and
      Holdings.  Until such time as Employee is no longer employed
      hereunder, Employee shall be entitled to an aggregate of 22 days of Paid
      Time Off (comprised of vacation, personal and sick days) annually in
      accordance with the policies of the Employer and shall participate in all
      benefit programs and plans generally made available to Employer’s
      executives.  Employee shall be required, from and after no later
      than the 45th
      day after the Effective Date and for the balance of the term of his
      employment hereunder, to reside in the New York City metropolitan
      area.

            


    

     

    
      	
              2.

            	
              Term.   Employee
      shall commence his duties hereunder on March 15, 2010, or such later date
      chosen by Employee but not after April 15, 2010, (“Effective Date”) and
      his employment shall terminate, unless sooner terminated as provided
      herein, on December 31, 2012 (“Expiration Date”), unless the parties
      otherwise agree in writing that it should continue and agree upon the
      terms and conditions applicable to such
  continuance.

            


    

     

    
      	
              3.

            	
              Duties.  As
      President of Employer and President of Holdings, Employee shall be
      responsible for, among other things (i) oversight of portfolio companies,
      (ii) performing duties regarding potential acquisitions and dispositions
      of businesses and assets and with respect to financing activities
      undertaken from time to time, (iii) providing his expertise in connection
      with the current and future business activities of Employer and members of
      the Icahn Group (as defined below), (iv) being the liaison with all
      members of the Icahn Group and (v) generally representing Employer,
      Holdings and IEGP  with respect to the executives and other
      personnel of Employer and the subsidiaries and controlled companies and
      their affiliates of Employer (such entities together with Holdings and
      IEGP being the “Icahn Group”), generally except for the activities of the
      hedge funds operated by subsidiaries of Employer. Employee will be
      responsible to and take direction from and be assigned additional duties
      by the Board of Directors of IEGP  and its controlling person,
      Carl C. Icahn.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    It is
contemplated that Employer shall use its best efforts to have Employee appointed
or elected to the boards of directors or other governing bodies of portfolio
companies for which he has oversight responsibility. So long as Employee remains
employed by Employer or any member of the Icahn Group,  Employee
agrees that he will (i) not resign as a director of any public or private
corporation on whose board he is then serving or on which, during his employment
hereunder he begins to serve at the request of Employer, IEGP or its controlling
person, Carl C. Icahn; and (b) resign from any such positions within five (5)
business days following the request of Employer, IEGP or Carl
Icahn  that he do so.  In addition, he agrees that if during
the term of his employment he is requested by Carl Icahn to serve as Principal
Executive Officer of IEGP., he will so serve and will be paid $100,000 per
annum, which amount shall thereafter be subtracted from the Base Salary that he
is entitled to receive from Employer hereunder.

     

    
      
        	
                4.

              	
                Base
      Salary. Until
      such time as the employment of Employee hereunder ceases, Employee will be
      paid a salary at the per annum rate of $650,000 for the period from the
      Effective Date through December 31, 2010 and at the per annum rate
      of  $650,000 for each of the calendar years 2011 and 2012
      (payable every 2 weeks) (the “Base Salary”) in accordance with Employer’s
      general payroll practices.  All compensation paid to Employee,
      whether Base Salary, bonus or otherwise shall be subject to applicable
      payroll and withholdings taxes, to the extent required by law, as
      determined by Employer.

              


      

    

     

    
      	
              5.

            	
              Bonus.  Employee
      shall be entitled to be paid a bonus in respect of each of the periods
      ending on December 31, 2010, December 31, 2011 and December 31,
      2012.  The bonus for the 2010 period shall be $550,000 and the
      bonus for each of the 2011 and 2012 calendar years shall be not less than
      $450,000 and not more than $650,000.  Employer shall determine the
      amount of Employee’s bonus for each of 2011 and 2012 based upon the
      performance criteria developed by Employer with the acquiescence of
      Employee, which acquiescence shall not be unreasonably
      withheld.  The bonus for the periods ending December 31, 2010
      and December 31, 2011 shall be paid by Employer within the sixty (60) days
      following the end of the applicable bonus period.  The bonus in
      respect of the period ending December 31, 2012 shall be paid by Employer
      on  December 31, 2012.

            


    

     

    
      	
              6.

            	
              Relocation
      Expenses.  Upon the commencement of his employment on the
      Effective Date, Employee shall receive from Employer the sum of $300,000
      in cash (i) less any amounts reimbursed by Employer to Employee prior to
      the Effective Date for tax exempt travel and relocation related expenses
      which qualify as moving expenses pursuant to Section 217 of the Internal
      Revenue Code of 1986, as amended (“Code”) and (ii) less the applicable
      payroll and withholding taxes which shall be withheld by Employer as
      required by law on the taxable portion of any such payment based upon
      documentation and records submitted by Employee at the time of his receipt
      of such payment (or payments, in the event Employee elects to receive such
      amount in more than one payment).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Options.  Employee
      is hereby granted, on the date hereof, Class A options to purchase 100,000
      Depositary Units of Employer with an exercise price of $ 45.60 per
      Unit, and Class B options to purchase 100,000 such Depositary Units with
      an exercise price of $ 55.60    per
      Unit.  Each of the Class A options and the Class  B
      options  (collectively, the “Options”) shall vest as to 33,334
      Options, on December 31, 2010; 33,333 Options on December 31, 2011 and the
      balance of 33,333 Options on December 31, 2012.  Except as
      otherwise expressly set forth herein or in the Option Agreements in each
      case relating to earlier termination, the Options shall expire on December
      31, 2014.  The exercise prices of the Options shall be subject
      to adjustment in certain events, all as set forth in the respective Option
      Agreements.  The Options shall be exercisable commencing on the
      later of the date on which they vest and the date on which the grant of
      the Options shall have been approved by the holders of a majority of the
      outstanding Depositary Units.  Notwithstanding any other
      provision of this Agreement, no Option may be exercised after the close of
      business on December 31, 2014.

            


    

     

    
      	
              8.

            	
              Termination
      of Employment.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Power of
      Termination.  The Employer may terminate the employment
      of Employee under this Agreement at any time, with Cause, or in the sole
      and absolute discretion of Employer, without Cause.  “Cause”
      shall mean any of the following:(a) conviction of any felony or the
      commencement of a criminal proceeding against Employee alleging fraud or
      violation of the federal securities laws; (b) willful failure to follow
      the lawful directions given by Employer to Employee or the written
      policies or procedures adopted by the Employer from time to time that are
      made available to Employee; (c) failure to come to work on a full-time
      basis, other than on holidays, vacation days, sick days, or other days off
      under Employer's business policies; (d) impairment due to alcoholism, drug
      addiction or similar matters; and (e) a material breach of this Agreement.
      Prior to termination for “Cause” as a result of failure as contemplated in
      clause (b),(c) or (e) above, Employee shall be given written notice
      delivered to him by hand or by certified mail return receipt requested
      (which shall be deemed given when such mail is delivered or delivery is
      attempted by the US Post Office) of his activity giving rise to such
      failure and will have 15 business days to correct such activity; provided that
      Employer shall only be required to provide notice under this sentence
      twice during any calendar year.  “Good Reason” shall mean the
      existence and continuation of an Uncured Employer Breach.  An
      Uncured Employer Breach shall mean and be limited to the failure of the
      Employer to make any payment required to be made hereunder when due if
      such failure continues for 15 business days following written notice
      detailing the amount and circumstances of such failure delivered
      personally by hand (or by certified mail return receipt requested) by the
      Employee to Carl C. Icahn, provided that if such failure is the result of
      a good faith dispute, then such failure shall not constitute or be deemed
      to constitute an Uncured Employer Breach.  An Uncured Employer
      Breach shall also include (i) a material change in the duties assigned to
      Employee which are so different in responsibility and scope so as to be
      materially adverse to Employee to the extent that Employee acting
      reasonably would be demeaned by such change, it being understood that any
      such change shall not be considered adverse to the extent that Employee’s
      duties include oversight over other entities that are or were affiliated
      with Icahn Group or (ii) a breach of Employer’s obligations under Section
      14(c) which remains uncured 15 business days after Employee delivers
      written notice thereof to Carl. C. Icahn (and, in any event, no earlier
      than December 31, 2010).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Payment of Earned Base
      Salary and Bonus.  In the event that Employee’s
      employment under this Agreement with Employer ceases (whether: (i) for
      Cause; (ii) without Cause; (iii) due to death or disability; or (iv) by
      the action of Employee such as resignation or retirement), Employee shall
      be entitled to receive any Base Salary earned for periods prior to the
      cessation of his employment and not yet paid through the date of cessation
      of employment. In addition, Employee shall be entitled to receive any
      bonus due for any calendar year ended prior to the cessation of his
      employment and not yet paid through the date of cessation of
      employment.  Such bonus due for the calendar year that had ended
      shall not be less than the minimum bonus in respect of that calendar year
      as provided in Section 5 hereof.  Except as set forth in
      subsection (c) of this Section 8, the Option Agreement shall provide that
      all Options, whether vested or unvested, shall expire at the close of
      business on the 90th
      day following the cessation of Employee’s employment (the date on which
      Employee is no longer employed by
Employer.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Termination Without
      Cause/Termination for Good Reason.  In the event of the
      cessation of Employee’s employment under this Agreement due to the
      employment of Employee being terminated by Employer without Cause or being
      terminated by Employee for Good Reason, Employee shall be entitled to
      receive the amounts provided in subsection (b) of this Section and in
      addition thereto:  (i) Employee shall be paid the remaining Base
      Salary and the minimum applicable bonuses that would have been due under
      this Agreement through the Expiration Date, such payments to be made on
      the dates that such payments would otherwise have been due from the date
      that the employment ceased through the Expiration Date, and (ii)
      Employee’s unvested Options shall vest immediately and Employee shall have
      until the close of business on the 180th
      day after such cessation to exercise the Options, which shall expire at
      such close of business to the extent not then exercised.  In the
      event that Employee shall remain in the continuous employ of Employer
      through the Expiration Date, the Options shall expire on June 30, 2013, or
      if he remains employed beyond March 31, 2013, then the Options shall
      expire on the earlier to occur of (x) the close of business on the 90th
      day after his employment ceases (or 180th
      day in the case of Employee being terminated by Employer without Cause or
      being terminated by Employee for Good Reason) and (y) December 31,
      2014.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              Other
      Termination.  In the event of:  (x) Employee’s
      death or Disability or  Employee’s resignation or other
      voluntary termination of employment by Employee (which shall not include a
      termination by Employee for Good Reason) prior to the Expiration Date or
      of a (y) termination by Employer for Cause, Employee will be paid the
      amounts set forth  in subsection (b) of this
      Section.  Except as set forth in subsection (c) of this Section
      8, the Option Agreements shall provide that all Options, whether vested or
      unvested, shall expire at the close of business on the 90th
      day following the cessation of Employee’s employment (the date on which
      Employee is no longer employed) by
Employer.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Disability.  Disability
      shall be deemed to occur if so asserted by Employer in a written notice by
      Employer to Employee, following illness or injury or other condition that
      results in Employee being unable to perform his duties hereunder at the
      offices of Employer for a period of 30 consecutive business days or for 45
      business days during any 180 business-day
  period.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Resignation.  Employee
      may resign from his employment hereunder (but will remain subject to
      applicable terms of this Agreement, including, without limitation,
      Sections 10, 11 and 12 hereof). Any such resignation will not be on less
      than two (2) weeks prior written notice to
  Employer.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Other
      Matters.   Employee’s severance benefits under
      Section 8(c) shall be reduced to the extent of any cash compensation he
      receives or earns during the period  prior to the scheduled
      Expiration Date (the “Severance Period”) from a new employer if Employee
      fails, within 30 business days of receiving a written request therefor
      from Employer, to deliver an affidavit to Employer stating that he did not
      initiate or engage in substantive discussions with his new employer
      regarding employment or similar opportunities with the new employer during
      the course of his employment with Employer, other than to decline pursuing
      any such employment opportunities.  Should  Employee
      become employed by a new employer during the Severance Period, and it is
      determined that the affidavit delivered by Employee was not true and
      correct in any material respect,  then Employee shall return any
      amounts to which he was not entitled pursuant to the first sentence of
      this subsection (g).

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              9.

            	
              Representations
      and Warranties.  Employee represents as of the Execution
      Date as follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              To
      the best of his knowledge, he is not a party to, or involved in, or under
      investigation in, any pending or threatened litigation, proceeding or
      investigation of any governmental body or authority or any private person,
      corporation or other entity that would interfere with the performance of
      his duties under this Agreement. Employee has never been suspended,
      censured or otherwise subjected to any disciplinary action or other
      proceeding by any State, other governmental entities, agencies or
      self-regulatory organizations.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Employee
      is not subject to any restriction whatsoever which would cause him to not
      be able fully to fulfill his duties under this
      Agreement.  Employee is a director of CIT Group,
      Inc.(“CIT”)  and shall comply with CIT’s corporate governance
      standards in connection with the change in his employment. Employee shall
      be permitted to continue his service on the CIT board of directors,
      provided that doing so does not interfere with his duties under this
      Agreement.

            


    

     

    
      	
              10.

            	
              Confidential
      Information.  During the term of this Agreement and at
      all times thereafter, Employee shall hold in a fiduciary capacity for the
      benefit of the Employer, members of the Icahn Group and their respective
      Affiliates all secret or confidential information, knowledge or data,
      including without limitation trade secrets, investments, contemplated
      investments, business opportunities, valuation models and methodologies,
      relating to the business of Employer, members of the Icahn Group and their
      respective Affiliates or relating to the business or personal affairs of
      Carl C. Icahn or members of his family in all such cases  (i)
      obtained by Employee during Employee’s employment hereunder and (ii) not
      otherwise in the public domain.  Employee shall not, without
      prior written consent of the Employer (which may be granted or withheld in
      its sole and absolute discretion provided that Employee shall be permitted
      to use Confidential Information in connection with the performance of his
      duties hereunder without being required to obtain the written consent of
      Employer), communicate or divulge any of the types of information
      described in the two previous sentences (other than with respect to the
      business and personal affairs of Carl C. Icahn or members of his family),
      knowledge or data to anyone other than Employer, members of the Icahn
      Group and their respective Affiliates and representatives and those
      designated by Employer, except to the extent compelled pursuant to the
      order of a court or other body having jurisdiction over such matter or
      based upon the advice of his counsel that such disclosure is legally
      required; provided, however, that Employee will assist Employee, at
      Employer expense, in obtaining a protective order, other appropriate
      remedy or other reliable assurance that confidential treatment will be
      accorded such information so disclosed pursuant to the terms of this
      Agreement.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    All
processes, technologies, investments, contemplated investments, business
opportunities, valuation models and methodologies, and inventions (collectively,
“Inventions”), including without limitation new contributions, improvements,
ideas, business plans, discoveries, trademarks and trade names, conceived,
developed, invented, made or found by Employee, or any members of the Icahn
Group, alone or with others, during the period the Employee is employed
hereunder, whether or not patentable and whether or not on the Employer’s time
or with the use of its facilities or materials, shall be the property of
Employer or its designee, and shall be promptly and fully disclosed by Employee
to Employer at Employer’s request.  Employee shall perform all
necessary acts (including, without limitation, executing and delivering any
confirmatory assignments, documents, or instruments requested by Employer) to
vest title to any such Invention in Employer or in any person designated by
Employer and to enable such person, at its expense, to secure and maintain
domestic and/or foreign patents or any other rights for such
Inventions.

     

    Without
limiting anything contained above, Employee agrees and acknowledges that all
personal and not otherwise public information about the Employer, members of the
Icahn Group, and their respective Affiliates, including, without limitation,
their respective investments, investors, transactions, historical performance,
or otherwise regarding or concerning Carl Icahn, Mr. Icahn’s family, Employer
and their respective Affiliates, shall constitute confidential information for
purposes of this Agreement.  Employee agrees that  whether
during or after his employment hereunder, he will not disparage the Employer,
members of the Icahn Group their respective Affiliates or any of their
respective officers, directors or employees and Carl C. Icahn or members of his
family.  Employer agrees, on its own behalf and on behalf
of  other members of  the Icahn Group, not to disparage
Employee during the course of his employment or thereafter.

     

    
      	
              11.

            	
              Remedy
      for Breach.  Employee
      hereby acknowledges that the provisions of Sections 10, 11 and 12 of this
      Agreement are reasonable and necessary for the protection of Employer and
      the Icahn Group and the other persons or entities referred to therein, are
      not unduly burdensome to Employee, and the Employee also acknowledges his
      obligations under such covenants.  Employee further acknowledges
      that the Employer and the Icahn Group and the other persons or entities
      referred to therein will be irreparably harmed if such covenants are not
      specifically enforced.  Accordingly, Employee agrees that, in
      addition to any other relief to which the Employer may be entitled,
      including claims for damages, each of the persons and entities that are
      included in the Icahn Group and the other persons and entities referred to
      therein shall be entitled to seek and obtain injunctive relief (without
      the requirement of any bond) from a court of competent jurisdiction for
      the purpose of restraining Employee from an actual or threatened breach of
      such covenants.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              12.

            	
              Competitive
      Services and Employees.  During the period that Employee
      is employed under this Agreement and for one year thereafter, Employee
      will not, directly or indirectly, solicit or aid in the solicitation of
      employees of Employer or any member of the Icahn Group for employment by
      any other person or entity. During the course of his employment hereunder,
      Employee shall not compete directly or indirectly with the business or
      businesses of Employer or of any member of the Icahn
      Group.  Should Employee’s employment hereunder cease prior to
      December 31, 2012, then Employee shall not engage in any activity, whether
      as an employee, officer, director, partner, member, holder of more than 5%
      of the outstanding stock or any combination thereof, of any person or
      entity which directly competes with any Material Business (as defined
      below) controlled directly or indirectly by Employer at the time that
      Employee’s employment ceased;  provided that this prohibition
      shall commence on the date that the employment ceased and shall continue
      (i) through December 31, 2012, in the event Employee’s employment was
      terminated by Employer without Cause or by Employee for Good Reason (and
      Employer is in compliance with Section 8(c) and its other material
      obligations under this Agreement), or (ii) through the close of business
      on the 180th
      day after the cessation of Employee’s employment hereunder if such
      cessation shall be for any other reason.   For purposes of
      this Section 12, the term “Material Business” shall mean any business
      owned by an operating  company of Employer that accounted for
      more than 5% of the revenues of Employer during the fiscal year prior to
      the cessation of Employee’s employment with Employer.

            


    

     

    
      	
              13.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Amendments and
      Waivers.  No provisions of this Agreement may be amended,
      modified, waived or discharged except as agreed to in writing by Employee
      and Employer.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of New York applicable to
      agreements made and/or to be performed in that State, without regard to
      any choice of law provisions thereof.  All disputes arising out of or
      related to this Agreement shall be submitted to the state and federal
      courts of New York, and each party irrevocably consents to such personal
      jurisdiction and waives all objections thereto, but does so only for the
      purposes of this Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Severability.  If
      any provision of this Agreement is invalid or unenforceable, the balance
      of this Agreement shall remain in
effect.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Judicial
      Modification.  If any court determines that any of the
      covenants in this Agreement or any part of any of them, is invalid or
      unenforceable, the remainder of such covenants and parts thereof shall not
      thereby be affected and shall be given full effect, without regard to the
      invalid portion.  If any court determines that any of such
      covenants, or any part thereof, is invalid or unenforceable because of the
      geographic or temporal scope of such provision, such court or arbitrator
      shall reduce such scope to the extent necessary to make such covenants
      valid and enforceable.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              Successors; Binding
      Agreement.  This Agreement shall inure to the benefit of
      and be binding upon the successors and assigns of the
      Employer.  As a condition to the sale or transfer of all or
      substantially all of the assets of Employer, or any merger or business
      combination involving Employer and any other entity, the successor or
      surviving entity shall assume Employer’s obligations under this Agreement.
      Employee may not sell, convey, assign, transfer or otherwise dispose of,
      directly or indirectly, any of the rights, claims, powers or interests
      established hereunder or under any related agreements or documents of the
      Employer provided that the same may, upon the death of Employee, be
      transferred by will or intestate succession, to his estate, executors,
      administrators or heirs, whose rights therein shall for all purposes be
      deemed subject to the terms of this
Agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Survival.  This
      Agreement shall survive the termination of the employment of Employee
      hereunder in all circumstances and the provisions hereof (including
      Sections 5, 7, 8, 10, 11 and 12), shall be and remain fully effective in
      accordance with their terms.

            


    

     

    
      	
              14.

            	
              Other.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Employee
      shall follow all written policies and procedures and written compliance
      manuals adopted by or in respect of any or all of Employer and its
      Affiliates that have been or will be delivered to Employee, including,
      without limitation, those applicable to investments by employees. In
      addition, Employee shall not, personally or on behalf of any other person
      or entity, invest in or provide advice with respect to, any investment
      made or actively being considered by Employer or its Affiliates, unless
      disclosed to Employer in writing by Employee and approved in writing by
      Employer which approval may be granted or withheld by them in their sole
      and absolute discretion, and which approval, if granted, may be with
      limitations, including on the amount of any investment which Employee may
      make at any time or from time to time and may impose restrictions on the
      sale of any such investment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Employee
      agrees to provide to Employer a written list of all existing investments
      of Employee, directly or
indirectly.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Employer
      agrees to use its best efforts to (i) cause the approval of the grant of
      Employee’s Options by the Unitholders and (ii) register the Depositary
      Units issuable upon exercise of the Options with the Securities and
      Exchange Commission and, except during occasional periods when the
      registration statement relating thereto may not be usable, to maintain
      such registration so that such Units are freely transferrable, in each
      case within a reasonable time after this Agreement is
      executed.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (d)

            	
              The
      parties intend that payments and benefits under this Agreement that
      constitute deferred compensation subject to Section 409A of
      the  Code, as amended, and the regulations and guidance
      promulgated thereunder ("Section 409A"), shall comply with Section 409A
      and that this Agreement shall be interpreted accordingly.  For
      purposes of payment of deferred compensation upon or commencing upon
      Employee’s termination of employment, references to Employee’s termination
      of employment shall be deemed to refer to Employee’s "separation from
      service," within the meaning of Section 409A, from
      Employer.  If, on the date of his separation from service with
      Employer, Employee is a "specified employee," within the meaning of and
      subject to Code Section 409A(a)(2)(B), then all payments of deferred
      compensation subject to Section 409A payable on account of such separation
      from service within the six month period following his separation from
      service shall be aggregated and paid, without interest, upon the earlier
      of the first day following the expiration of such six month period and the
      Employee’s date of death.  For purposes of Section 409A,
      Employee’s right to receive any installment payments pursuant to this
      Agreement shall be treated as a right to receive a series of separate and
      distinct payments.  Employer makes no representations
      or warranty and shall have no liability to Employee or any other person if
      any payments under this Agreement are determined to constitute deferred
      compensation subject to Section 409A but not to satisfy the conditions of
      that section.  

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In
WITNESS WHEREOF, undersigned have executed this Agreement as of February 11,
2010.

     

    
      
        	 
      	
                EMPLOYEE

              
	 
      	 
      
	 
      	
                /s/ Daniel A. Ninivaggi

              
	 
      	
                Daniel
      A. Ninivaggi

              
	 
      	 
      
	 
      	
                EMPLOYER

              
	 
      	 
      
	 
      	
                Icahn
      Enterprises L.P.

              
	 
      	
                By:
      Icahn Enterprises G.P., Inc., general

                partner

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Keith Meister

              
	 
      	
                Name:
      Keith Meister

              
	 
      	
                Title:
      Principal Executive Officer

              
	 
      	 
      
	 
      	
                The
      undersigned agrees that he shall vote all his Depositary Units in favor of
      the granting of the Options to Employee as set forth
    herein.

              
	 
      	 
      
	 
      	
                / s/ Carl C. Icahn

              
	 
      	
                Carl
      C. Icahn