exv10w14












Exhibit 10.14




AMENDMENT TO

EXECUTIVE 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 Shai Even (“Executive”).



     WHEREAS, the Company and Executive entered into that certain Executive Employment Agreement,
dated as of August 1, 2003 (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 Executive under Section 10 of the Agreement by
reason of Executive’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 below, all such payments will be made in a single lump sum no later than 60
days after the date on which Executive 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 Executive
by reason of his separation from service and (iii) at the time such payment would otherwise be made
Executive 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 Executive’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 Executive 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 Executive



 









 




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. Executive’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. Section 10 of the Agreement is hereby amended and restated in its entirety as follows:



     “10. Termination of Employment. (a) Employer may terminate Executive’s employment hereunder
at any time for Cause. For purposes hereof, Cause shall mean: (i) conviction of a felony or a
misdemeanor where imprisonment is imposed for more than 30 days; (ii) commission of any act of
theft, fraud, dishonesty, or falsification of any employment or Employer records; (iii) improper
disclosure of Confidential Information; (iv) any intentional action by the Executive having a
material detrimental effect on the Company’s reputation or business; (v) any material breach of
this Agreement, which breach is not cured within ten (10) business days following receipt by
Executive of written notice of such breach; (vi) unlawful appropriation of a corporate opportunity;
or (vii) intentional misconduct in connection with the performance of any of Executive’s duties,
including, without limitation, misappropriation of funds or property of the Company, securing or
attempting to secure to the detriment of the Company any profit in connection with any transaction
entered into on behalf of the Company, any material misrepresentation to the Company, or any
knowing violation of law or regulations to which the Company is subject. Upon termination of
Executive’s employment with the Company for Cause, the Company shall be under no further obligation
to Executive, except to pay all earned but unpaid Base Compensation and all accrued benefits and
vacation to the date of termination (and to the extent required by law).



     (b) Employer may terminate Executive’s employment hereunder without Cause upon not less than
one hundred eighty (180) days prior written notice, or Executive may terminate his employment
hereunder for Good Reason upon not less than thirty (30) days prior written notice. In the event of
any such termination, Executive shall be entitled to receive his Base Compensation through the
termination date and any annual bonus entitlement, prorated for the number of months of employment
for the fiscal year in question, all accrued benefits and vacation to the date of termination (and
to the extent required by law), plus, during the first two years of Executive’s employment
hereunder, an additional amount of severance payment equal to one year’s Base Compensation as in
effect immediately before any notice of termination, and, after the first two years of Executive’s
employment hereunder, an amount of severance payment equal to nine months’ Base Compensation as in
effect immediately before any notice of termination. “Good Reason” means (i) without the
Executive’s prior written consent, the Employer reduces Executive’s Base Compensation or the
percentage of Executive’s Base
Compensation established as Executive’s maximum target bonus percentage for purposes of
Employer’s annual cash bonus plan, or fails to continue in effect defined benefit pension plans



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having vesting and benefit terms substantially similar to those of the defined benefit plans
maintained by the Company for the benefit of Executive prior to the Commencement Date, unless an
equitable arrangement (embodied in an ongoing substitute or alternative plan providing the
Executive with substantially similar benefits) has been made with respect to such plan; (ii) any
material breach of this Agreement, which breach is not cured within ten (10) business days
following receipt by Employer of written notice of such breach; (iii) Employer requires Executive
to be based at an office or location that is more than thirty-five (35) miles from the location at
which Executive was based as of the Commencement Date, other than in connection with reasonable
travel requirements of Employer’s business; (iv) the delivery by Employer of notice pursuant to
Section 1 (c) of this Agreement that it does not wish this Agreement to automatically renew for any
subsequent year; and (v) Executive may submit his resignation at any time after July 31, 2010,
which will be considered to be for Good Reason.




     (c) Executive may terminate the employment relationship hereunder with not less than one
hundred eighty (180) days prior written notice. Upon any such termination of Executive’s
employment, other than for Good Reason, the Company shall be under no further obligation to
Executive, except to pay all earned but unpaid Base Compensation and all accrued benefits and
vacation to the date of termination (and to the extent required by law).



     (d) The provisions of Sections 6, 7, 8 and 9 of this Agreement will continue in effect
notwithstanding any termination of Executive’s employment.”



     7. 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 A mendment as of the date first written
above.



	 	 	 	 	 
	 	ALON USA GP, LLC

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

 	 
	 	/s/ Shai Even
 	 
	 	      Shai Even 	 
	 	 	 
	 




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