exv10w1



 






EXHIBIT 10.1




ALON USA ENERGY, INC.

RESTRICTED STOCK AWARD AGREEMENT




	 	 	 	 	 	 	 
	Participant:
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	No. of Restricted Shares:	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Date of Grant:	 	 	 	 
	 	 	 	 





     Under the terms and conditions of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan
(the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Alon USA
Energy, Inc., a Delaware corporation (the “Company”), sells to the individual whose name is set
forth above (the “Participant”) the number of restricted shares of the Company’s Common Stock, par
value $.01 per share (“Common Stock”), set forth above (the “Restricted Shares”) for a purchase
price of
$           per share. Terms not defined in this Agreement have the meanings set forth in
the Plan.



     The Restricted Shares may not be transferred, sold, pledged, exchanged, assigned or otherwise
encumbered or disposed of by the Participant, except to the Company, until the Restricted Shares
become vested in accordance with the schedule set forth below. Any purported transfer, encumbrance
or other disposition of the Restricted Shares before they become vested will be null and void, and
the other party to any such purported transaction will not obtain any rights to or interest in the
Restricted Shares.



	 	 	 
	No. of Vested Shares	 	On and After
	 

	 	First Anniversary of Date of
Grant
	 

	 	Second Anniversary of Date of
Grant
	 

	 	Third Anniversary of Date of
Grant






     Notwithstanding the vesting dates set forth above, in the event the Participant terminates
employment with the Company by reason of retirement at or after the age of 60, disability (as
determined by the Committee in good faith) or death, the unvested Restricted Shares will
automatically become 100% vested. In the event the Participant terminates employment with the
Company for any reason other than such retirement, disability or death, the Company will repurchase
from the Participant, and the Participant will sell to the Company, the unvested Restricted Shares
for a purchase price equal to the lesser of $           per share or the Market Value per Share on the
date of such termination of employment. The purchase price of the unvested Restricted Shares will
be paid to the Participant no later than ten business days following the date of the Participant’s
termination of employment.



     Except as otherwise provided herein, the Participant will have all of the rights of a
stockholder with respect to the Restricted Shares, including the right to vote such shares and
receive any dividends that may be paid thereon; provided, however, that any additional shares of
Common Stock or other securities that the Participant may become entitled to receive pursuant to a
stock dividend, stock split, combination of shares, recapitalization,
merger, consolidation, separation or reorganization or any other
change in the capital structure of the Company will be subject to the
same restrictions as the Restricted Shares.




 









 





     The certificates representing the Restricted Shares will be held in custody by the Treasurer
of the Company, together with a stock power endorsed in blank by the Participant, until the
Restricted Shares vest in accordance with this Agreement. In order for this Agreement to be
effective, the Participant must sign and return such stock power to the attention of the Treasurer
of the Company, together with payment of the full purchase price for the Restricted Shares in a
form acceptable to the Company.



     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







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