EX-10.1






FORM OF ALON USA ENERGY, INC.




AWARD AGREEMENT




Appreciation Rights




	 
	 

	 

	 

	Participant:

	 

	 

	 

	No. of Appreciation Rights:

	 

	 

	 

	Date of Grant:







Under the terms and conditions of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan
(the “Plan”), a copy of which has been furnished to the individual whose name is set forth above
(the “Participant”) and which is incorporated herein by reference, Alon USA Energy, Inc., a
Delaware corporation (the “Company”), grants to the Participant the number of Appreciation Rights
with respect to the Company’s Common Stock set forth above. Terms not defined in this Agreement
have the meanings set forth in the Plan.



Terms Relating to Appreciation Rights



Each Appreciation Right is granted to the Participant at a Grant Price of $ , which is the
Market Value per Share of the Common Stock on the Date of Grant. The Appreciation Rights will vest
and become fully exercisable in accordance with the vesting provisions set forth below. The
Participant (or the Participant’s legal representative in the event of death or disability) may
exercise vested Appreciation Rights in whole or in part for a period of 365 days after the date on
which the Appreciation Rights vest (the “Exercise Period”) by giving written notice to the
Secretary of the Company specifying the number of Appreciation Rights to be exercised. Such notice
will be effective when received by the Secretary of the Company. Each Appreciation Right that is
exercised will be settled by issuing to the Participant or the Participant’s legal representative a
number of shares of Common Stock equal to the Spread of such Appreciation Right (the excess of the
Market Value per Share as of the date immediately prior to the exercise date over the Grant Price)
divided by the Market Value per Share of the Common Stock as of the date immediately prior to the
exercise date (rounded down to the nearest whole share). In no event may an Appreciation Right be
exercised if the Spread is not a positive number. Any vested Appreciation Rights that have not
been exercised on the date that is 366 days after the Appreciation Rights vest will expire and
cease to be exercisable.



Vesting of Appreciation Rights



The Appreciation Rights granted to the Participant under this Agreement will become vested in
accordance with the schedule set forth below, provided the Participant is employed by the Company
or a Subsidiary on such date.



	 	 	 
	Percentage of Vested	 	 
	Appreciation Rights	 	On and After
	50%

	 	Second Anniversary of Date of

Grant
	 
	 	 
	25%

	 	Third Anniversary of Date of Grant
	 
	 	 
	25%

	 	Fourth Anniversary of Date of

Grant






Upon termination of Participant’s employment for any reason either by the Participant
or the Company other than disability (as determined by the Committee in good faith) or death, (a)
any Appreciation Rights which are unvested at the time of such termination will immediately be
forfeited and Participant shall have no further rights with respect to such unvested Appreciation
Rights, and (b) any Appreciation Rights which are vested but unexercised at the time of such
termination will remain exercisable for the duration of the Exercise Period applicable to such
vested Appreciation Rights. In the event the Participant terminates employment with the Company by
reason of disability (as determined by the Committee in good faith) or death, each Appreciation
Right will automatically become 100% vested.



Acceptance by Participant



The Participant hereby accepts and agrees to be bound by all the terms and conditions of the
Plan and this Agreement. Any amendment to the Plan will be deemed to be an amendment to this
Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no
amendment will adversely affect the rights of the Participant under this Agreement without the
Participant’s consent. This Agreement may be executed simultaneously in multiple counterparts,
each of which will be deemed an original, but all of which together constitute one and the same
instrument.




ALON USA ENERGY, INC.




By




Name:


Title:



ACCEPTED:



Signature of Participant