exv10w2






Exhibit 10.2




FORM OF

CVR PARTNERS, LP

LONG-TERM INCENTIVE PLAN

EMPLOYEE PHANTOM UNIT AGREEMENT




     THIS AGREEMENT (this “Agreement”), made as of the ___ day of _________, 20__ (the
“Grant Date”), between CVR Partners, LP, a Delaware limited partnership (the
“Partnership”), and ___________ (the “Grantee”).



     WHEREAS, the board of directors of CVR GP, LLC, a Delaware limited liability company (the
“General Partner”), has adopted the CVR Partners, LP Long-Term Incentive Plan (the
“Plan”) in order to provide an additional incentive to certain of the Partnership’s and its
Subsidiaries’ and Parents’ employees, officers, consultants and directors; and



     WHEREAS, the Committee responsible for administration of the Plan has determined to grant
Phantom Units to the Grantee as provided herein.



     NOW, THEREFORE, the parties hereto agree as follows:



     1. Grant of Phantom Units.



          1.1 The Partnership hereby grants to the Grantee, and the Grantee hereby accepts from the
Partnership, _____________ Phantom Units on the terms and conditions set forth in this Agreement.
Subject to the terms of this Agreement, each Phantom Unit represents the right of the Grantee to
receive, if such Phantom Unit becomes vested, one (1) Unit on the date specified in Section 4. The
issuance of Units upon vesting shall be subject to the Grantee’s prior execution of and becoming a
party to the Agreement of Limited Partnership of CVR Partners, LP, as may be amended from time to
time, and as in effect at the time of such issuance. Further, any Units delivered to the Grantee
in respect of the Phantom Units shall remain subject to the unit retention guidelines included in
the Corporate Governance Guidelines of the Partnership, as in effect on the date of the award.




          1.2 This Agreement shall be construed in accordance with and consistent with, and subject to,
the provisions of the Plan (the provisions of which are incorporated herein by reference). Except
as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have
the same definitions as set forth in the Plan.




     2. Vesting Date.



     The Phantom Units shall vest, with respect to thirty-three and one-third percent (33 — 1/3%)
of the total number of Phantom Units granted hereunder, on each of the first three anniversaries of
the Grant Date (each such date, a “Vesting Date”), provided the Grantee continues to serve
as an employee of the Partnership or its Subsidiaries or Parents on the applicable Vesting Date.







 









 








     3. Termination of Employment.



     (a) In the event of the Grantee’s termination of employment with the Partnership or one of
its Subsidiaries or Parents prior to any Vesting Date by reason of his or her death, Disability or
Retirement, any Phantom Units that have not vested shall become immediately vested.



     (b) If (i) the Grantee’s employment is terminated by the Partnership or one of its
Subsidiaries or Parents other than for Cause or Disability within the one (1) year period following
a Change in Control, (ii) the Grantee resigns from employment with the Partnership or one of its
Subsidiaries or Parents for Good Reason within the one (1) year period following a Change in
Control or (iii) the Grantee’s termination or resignation is a Change in Control Related
Termination (as defined in the employment agreement between the Grantee and the General Partner),
then any Phantom Units that have not vested shall become immediately vested.



     (c) Any Phantom Units that do not become vested in connection with the Grantee’s termination
of employment in accordance with Sections 3(a) or (b) of this Agreement shall be forfeited
immediately upon the Grantee’s termination of employment.



     (d) To the extent any payments provided for under this Agreement are treated as “nonqualified
deferred compensation” subject to Section 409A of the Code, (i) this Agreement shall be
interpreted, construed and operated in accordance with Section 409A of the Code and the Treasury
regulations and other guidance issued thereunder, (ii) if on the date of the Grantee’s separation
from service (as defined in Treasury Regulation §1.409A-1(h)) with the Partnership or its
Subsidiaries or Parents the Grantee is a specified employee (as defined Section 409A of the Code
and Treasury Regulation §1.409A-1(i)), no payment constituting the “deferral of compensation”
within the meaning of Treasury Regulation §1.409A-1(b) and after application of the exemptions
provided in Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall be made to the
Grantee at any time prior to the earlier of (A) the expiration of the six (6) month period
following the Grantee’s separation from service or (B) the Executive’s death, and any such amounts
deferred during such applicable period shall instead be paid in a lump sum to the Grantee (or, if
applicable, to the Grantee’s estate) on the first payroll payment date following expiration of such
six (6) month period or, if applicable, the Grantee’s death, and (iii) for purposes of conforming
this Agreement to Section 409A of the Code, any reference to termination of employment, severance
from employment, resignation from employment or similar terms shall mean and be interpreted as a
“separation from service” as defined in Treasury Regulation §1.409A-1(h).



     4. Payment Date.



     Within thirty (30) days following (i) each Vesting Date, or (ii) if, prior to any Vesting
Date, the Grantee’s termination of employment with the Partnership or its Subsidiaries or Parents
under circumstances described in Section 3(a) or (b), the date of such termination of employment,
the Partnership will deliver to the Grantee the Units underlying the Phantom Units that become
vested pursuant to Section 2 or 3 of this Agreement.






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     5. Non-transferability.



          The Phantom Units may not be sold, transferred or otherwise disposed of and may not be pledged
or otherwise hypothecated.




     6. No Right to Continued Employment.



     Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the
Grantee any right with respect to continuance of employment by the Partnership or any of its
Subsidiaries or Parents, nor shall this Agreement or the Plan interfere in any way with the right
of the Partnership and its Subsidiaries and Parents to terminate the Grantee’s employment therewith
at any time.




     7. Withholding of Taxes.



     The Grantee shall pay to the Partnership, or the Partnership and the Grantee shall agree on
such other arrangements necessary for the Grantee to pay, the applicable federal, state and local
income taxes required by law to be withheld (the “Withholding Taxes”), if any, upon the
vesting of the Phantom Units and delivery of the Units. The Partnership shall have the right to
deduct from any payment of cash to the Grantee any amount equal to the Withholding Taxes in
satisfaction of the Grantee’s obligation to pay Withholding Taxes.




     8. Grantee Bound by the Plan.



     The Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all
the terms and provisions thereof.




     9. Modification of Agreement.



     This Agreement may be modified, amended, suspended or terminated, and any terms or conditions
may be waived, but only by a written instrument executed by the parties hereto. No waiver by
either party hereto of any breach by the other party hereto of any provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or dissimilar provisions at
the time or at any prior or subsequent time.




     10. Severability.



     Should any provision of this Agreement be held by a court of competent jurisdiction to be
unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be
affected by such holding and shall continue in full force in accordance with their terms.







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     11. Governing Law.



     The validity, interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of Delaware without giving effect to the conflicts of laws principles
thereof.




     12. Successors in Interest.



     This Agreement shall inure to the benefit of and be binding upon any successor to the
Partnership. This Agreement shall inure to the benefit of the Grantee’s beneficiaries, heirs,
executors, administrators, successors and legal representatives. All obligations imposed upon the
Grantee and all rights granted to the Partnership under this Agreement shall be final, binding and
conclusive upon the Grantee’s beneficiaries, heirs, executors, administrators, successors and legal
representatives.




     13. Resolution of Disputes.



     Any dispute or disagreement which may arise under, or as a result of, or in any way relate to,
the interpretation, construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding and conclusive on the Grantee
and the Partnership for all purposes.




[signature page follows]




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          IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.




	 	 	 	 	 	 	 

	CVR PARTNERS, LP

	 	 	 	GRANTEE	 	 
	By: CVR GP, LLC, its general partner
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

By:

	 	 	 	 

Name:
	 	 
	Title: