exv10w12






Exhibit 10.12




AMENDMENT TO

AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT




     THIS AMENDMENT is entered into as of November 4, 2008, by and between Alon USA GP, LLC, a
Delaware limited liability company (the “Company”), and Harlin R. Dean (“Manager”).



     WHEREAS, the Company and Manager entered into that certain Amended and Restated Management
Employment Agreement, dated as of August 9, 2006 (the “Agreement”), and wish to amend the Agreement
to assure that any payments under the Agreement that (i) constitute a deferral of compensation
within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
comply with the requirements of Section 409A to avoid the imposition of excise taxes and
(ii) qualify for an exemption from deferred compensation treatment under Section 409A of the Code
satisfy the requirements of such exemption. Terms not defined in this Amendment will have the
meaning set forth in the Agreement.



     NOW, THEREFORE, the parties agree as follows:



     1. To the extent that a payment becomes due to Manager under Section 10 of the Agreement by
reason of Manager’s termination of employment, (i) the term “termination of employment” will have
the same meaning as “separation from service” under Section 409A of the Code (ii) except as
provided in Section 2 hereof, all such payments will be made in a single lump sum no later than 60
days after the date on which Manager terminates employment.



     2. If the Company makes a good faith determination that a payment under the Agreement
(i) constitutes a deferral of compensation for purposes of Section 409A, (ii) is made to Manager by
reason of his separation from service and (iii) at the time such payment would otherwise be made
Manager is a “specified employee” as hereinafter defined, the payment will be delayed until the
first day of the seventh month following the date of such termination of employment and will bear
interest at the prime rate of interest as published in the Wall Street Journal on the first
business day following the date of Manager’s termination of employment. For purposes of this
Section 2, a specified employee is an officer of Alon USA Energy, Inc. with annual compensation in
excess of $150,000 (as adjusted for years after 2008), provided that only the 50 highest paid
officers of Alon USA Energy, Inc. may constitute “specified employees” for any 12-month period. An
individual who is identified as a one of the 50 highest paid officers during any portion of a
calendar year will be a specified employee for purposes of the Agreement during the 12-month period
beginning on April 1 of the following calendar year.



     3. To the extent that any payment made under the Agreement constitutes a deferral of
compensation subject to Section 409A of the Code, the time of such payment may not be accelerated
except to the extent permitted by Section 409A. Where Section 409A of the Code permits a payment
or benefit that constitutes a deferral of compensation to be accelerated, the payment or benefit
may be accelerated in the sole discretion of the Company.



     4. Any expense reimbursements required to be made under the Agreement will be for expenses
incurred by Manager during the term of the Agreement, and such reimbursements will be made not
later than December 31st of the year following the year in which Manager



 









 




incurs the
expense; provided, that in no event will the amount of expenses eligible for payment or
reimbursement in one calendar year affect the amount of expenses to be paid or reimbursed in any
other calendar year. Manager’s right to expense reimbursement will not be subject to liquidation
or exchange for another benefit.




     5. Notwithstanding any provision of the Agreement to the contrary, in light of the uncertainty
with respect to the proper application of Section 409A, the Company reserves the right to make
amendments to the Agreement as the Company deems necessary or desirable solely to avoid the
imposition of taxes or penalties under Section 409A.



     6. The provisions of this Amendment supersede and replace in their entirety any conflicting
provision set forth in the Agreement.



     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above.



	 	 	 	 	 
	 	ALON USA GP, LLC

 	 
	 	By:  	/s/ Jeff D.  Morris
 	 
	 	 	Name:  	    Jeff D. Morris 	 
	 	 	Title:  	   Chief Executive Officer 	 
	 
	 	MANAGER

 	 
	 	/s/ Harlin R. Dean
 	 
	 	     Harlin R. Dean 	 
	 	 	 
	 








- 2 -