Exhibit 10.3


 


ICAHN
ENTERPRISES L.P.


 


DEFERRED UNIT AGREEMENT


PURSUANT TO THE


ICAHN ENTERPRISES L.P.


2017 LONG-TERM INCENTIVE PLAN


 


This AGREEMENT (“Agreement”)
is effective as of ___________ by and between Icahn Enterprises L.P., a Delaware limited partnership (the “Partnership”),
and __________ (the “Participant”).


 


Terms and Conditions


 


The Committee hereby grants
to the Participant as a Service Provider of the Partnership or any of its Affiliates (collectively, the Partnership and its Affiliates
shall be referred to herein as the “Employer”), as of the date hereof (the “Grant Date”),
pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”),
the number of deferred Units of the Partnership (“Deferred Units”) set forth in Section 1 below.


 


Except as otherwise indicated,
any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been
delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of
the Plan and agrees to comply with the Plan, this Agreement and all applicable laws and regulations.


 


Accordingly, the parties hereto
agree as follows:


 


1.            Grant
of Deferred Units. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, effective
as of the Grant Date, the Partnership hereby awards to the Participant _________ Deferred Units. Each Deferred Unit represents the Participant’s
right to receive, and the Partnership’s obligation to deliver, one Unit for each Deferred Unit, or, in the discretion of the Board,
an amount in cash equal to the Value (as defined below) of one Unit, subject to the vesting conditions set forth in Section 2
below and the other terms and conditions of this Agreement and the Plan. The Deferred Units shall be credited to a book entry account
maintained by the Partnership (or its designee) on behalf of the Participant.


 


2.            Terms
of Deferred Units.


 


(a)            Rights
as a Unitholder. The Participant shall not have any rights of a holder of Units with respect to the Deferred Units unless
and until the Deferred Units vest and are settled by the issuance of Units in accordance with Section 3 below.


 


(b)            Dividend
Equivalents. If the Participant holds Deferred Units on the date on which any dividend is paid on Units (whether in the form of
cash or units), the Participant will be entitled to receive a dividend equivalent (a “Dividend Equivalent”).
A Dividend Equivalent is an amount, for each one Deferred Unit held, equal to the amount of the dividend declared and paid in respect
of one Unit. Dividend Equivalents will be credited in cash, provided that if the dividend is payable in the form of Units, the cash amount
of the Dividend Equivalent will be equal to the Fair Market Value of the Units as of the date the dividend is paid. Dividend Equivalents
will be subject to the same vesting and other conditions as the Deferred Units to which they relate. If and to the extent that the underlying
Deferred Units are forfeited, all related Dividend Equivalents shall also be forfeited. Dividend Equivalents will be paid in cash, without
interest, at the same time the underlying Deferred Units are settled.


 






     


     


    

 


(c)            Vesting
of Deferred Units.


 


(i)            The
Deferred Units (together with any Dividend Equivalents thereon) shall vest in full on the third (3rd) anniversary of the Grant
Date (the “Vesting Date”), provided that the Participant has not experienced a Termination prior to the
Vesting Date and remains employed in good standing from the Grant Date up to and including the Vesting Date.


 


(ii)            Notwithstanding
Section 2(c)(i), in the event the Participant’s employment is terminated by the Employer without “Cause”
(as defined below) or due to Participant’s death or Disability, in each case prior to the Vesting Date, a pro rata
portion of the Deferred Units (together with any Dividend Equivalents thereon) shall immediately become vested on the date of such Termination
or death or Disability, calculated by multiplying the number of Deferred Units by a fraction, the numerator of which is the number of
days the Participant was employed by the Employer from the Grant Date until the date of Termination or death or Disability, and the denominator
of which is the number of days from the Grant Date until the Vesting Date. The vesting of the Deferred Units on the date of Termination
or death or Disability and the settlement of the vested Deferred Units thereafter shall be subject to the Participant’s (or the
Participant’s estate’s) execution (and non-revocation) of a general release of claims against the Employer, its officers,
directors, managers, employees, agents and affiliates substantially in the form attached hereto as Exhibit A (the “Release”),
and such Release becoming effective in accordance with its terms, within sixty (60) days following the date of Termination or death or
Disability.


 


(iii)            Notwithstanding
the definition of “Cause” in the Plan, for all purposes of this Agreement, “Cause” shall mean, as
determined by the Employer in its sole discretion, the Participant’s: (A) willful failure to perform substantially his duties
(other than any such failure resulting from incapacity due to documented Disability); (B) commission of, or indictment for, a felony
or any crime involving fraud or embezzlement or dishonestly or conviction of, or plea of nolo contendere to a crime or misdemeanor
(other than a traffic violation) punishable by imprisonment under federal, state or local law; (C) engagement in an act of fraud
or other act of willful dishonesty or misconduct toward the Employer, detrimental to the Employer, or in the performance of the Participant’s
duties; (D) negligence in the performance of his employment duties that has a detrimental effect on the Employer; (E) violation
of a federal or state securities law or regulation; (F) the use of a controlled substance without a prescription or the use of alcohol
which, in each case, significantly impairs the Participant’s ability to carry out his duties and responsibilities; (G) material
violation of the policies and procedures of the Employer; (H) embezzlement and/or misappropriation of property of the Employer; or
(I) engaging in conduct involving any immoral acts which is reasonably likely to impair the reputation of the Employer.


 






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(d)            Forfeiture.
Except as provided in Section 2(c)(ii) above, the Participant shall forfeit to the Partnership, without compensation, any and
all unvested Deferred Units (together with all Dividend Equivalents in respect of such unvested Deferred Units) immediately upon the Termination
of Participant’s employment by the Partnership for Cause or by the Participant for any reason. In addition, if the Participant’s
employment is terminated by the Employer without Cause or due to Participant’s death or Disability, in each case prior to the Vesting
Date, and the Participant (or the Participant’s estate) does not timely execute the Release, or the Release has not become irrevocable
by its terms on or before the sixtieth (60th) day following the date of Participant’s Termination, all Deferred Units and all Dividend
Equivalents related thereto shall immediately be forfeited without compensation.


 


3.            Settlement.
Within sixty (60) days following the Vesting Date or the date of Termination or death or Disability, as applicable, the Employer shall
(i) issue and deliver to the Participant (or the Participant’s estate) that number of Units (together with all Dividend Equivalents
in respect of such vested Deferred Units) equal to the number of vested Deferred Units, and (ii) deposit such Units into a brokerage
account designated by the Participant (and once deposited in such account, the Units shall be non-forfeitable and freely transferrable,
subject to applicable law). Notwithstanding the foregoing, the Board may, in its sole discretion, settle the vested Deferred Units (or
any portion thereof) by paying the Participant (or the Participant’s estate) an amount in cash equal to the product of (A) the
 “Value” (as defined below) of one Unit on the date of settlement, and (B) the number of any such vested Deferred Units.
Notwithstanding anything to the contrary, if such sixty (60)-day period following the Termination or death or Disability begins in one
calendar year and ends in a second calendar year, the vested Deferred Units will be settled in the second calendar year. For all purposes
of this Agreement, “Value” shall mean the volume weighted average price of one Unit for the one hundred
and eighty (180)-day period ending on the trading day immediately prior to the settlement date, as reported on
the principal national securities exchange in the United States on which the Units are then traded, or, if not traded on any such national
securities exchange, as quoted on an automated quotation system sponsored by the Financial Industry Regulatory Authority. If the Units
are not traded, listed or otherwise reported or quoted, then the Value of one Unit shall mean the Fair Market Value of one Unit.


 


4.            Certain Legal Restrictions.
The Plan, this Agreement, the granting and vesting of the Deferred Units, and any obligations of the Partnership under the Plan and this
Agreement, shall be subject to all applicable federal, state and local laws, rules and regulations, and to such approvals by any
regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Units are listed.


 


5.            Withholding
of Taxes.


 


(a)            Responsibility
for Taxes. The Partnership or any Affiliate shall have the right to withhold from any compensation or other amount owing
to the Participant due to settlement of the Deferred Units applicable withholding taxes as provided in Section 3.9 of the Plan. The
Participant acknowledges that, regardless of any action the Employer takes with respect to any or all income tax, employment tax, payroll
tax, foreign tax, local tax or any other taxes related to the Participant’s participation in the Plan and the granting, vesting,
settlement and/or payment of the Deferred Units (collectively, the “Taxes”), the ultimate liability for all
Taxes is and remains his responsibility and may exceed the amount to be withheld by the Employer. The Participant further acknowledges
that the Partnership and the Employer (1) make no representations or undertakings regarding the treatment of any Taxes in connection
with any aspect of the Deferred Units, including, but not limited to, the granting, vesting, settlement or payment of the Deferred Units,
any issuance of Units (if applicable) upon payment or settlement of the Deferred Units, any subsequent sale of Units that may be acquired
pursuant to such issuance (if applicable) and the receipt of Dividend Equivalents; and (2) do not commit to structure the terms of
the grant or any aspect of the Deferred Units to reduce or eliminate the Participant’s liability for Taxes or achieve any particular
tax result.


 






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(b)            Payment
for Taxes Upon Settlement in Units. If any tax withholding is required when the Deferred Units are settled in Units, the Employer
shall have the right, but not the obligation, to withhold a portion of the Units that has an aggregate Fair Market Value sufficient to
pay all required withholding Taxes thereon, and will pay such amounts to the relevant taxing authorities. The Fair Market Value of any
Units withheld to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory
withholding rates (or the maximum individual statutory withholding rates for the applicable jurisdiction if use of such rates would not
result in adverse accounting consequences or cost). To the maximum extent permitted by law, the Employer has the right to retain without
notice from any fees, salary or other amounts (including, without limitation, Units) payable to the Participant, cash having a sufficient
value to satisfy any Taxes that the Employer determines cannot be satisfied through the withholding of otherwise deliverable Units or
that are due prior to the issuance of Units.


 


6.            Restrictive
Covenants. The grant of Deferred Units herein is made in consideration of the services to be rendered by the Participant to the
Employer, and the non-disparagement, non-compete and non-solicitation covenants of the Participant contained in the letter between Icahn
Enterprises L.P. and the Participant dated ______________.


 


7.            Provisions
of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without
limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted
by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that any
provision of this Agreement conflicts or is inconsistent with the non-discretionary terms set forth in the Plan, the Plan shall control,
and this Agreement shall be deemed to be modified accordingly. Notwithstanding the foregoing, no amendment or modification to the Plan
adopted after the date hereof shall adversely affect Participant’s rights under this Agreement without his prior written consent.


 


8.            Entire
Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes
any prior agreements between the Employer and the Participant with respect to the subject matter hereof.


 


9.            Notices.
Any notice to be given under the terms of this Agreement to the Partnership shall be addressed to
the Partnership in care of the General Counsel of the Partnership (or any other person or entity as designated by the Committee) at the
Partnership’s principal office, and any notice to be given to a Participant shall be addressed to the Participant at the Participant’s
last address reflected on the Employer’s records. By a notice given pursuant to this Section 9, either party may hereafter
designate a different address for notices to be given to that party. Any notice or communication given hereunder shall be in writing
or by electronic means as set forth in Section 13 below and, if in writing, shall be deemed to have been duly given:
(i) when delivered in person; (ii) two (2) days after being sent by United States mail; or (iii) on the first business
day following the date of deposit if delivered by a nationally recognized overnight delivery service.


 






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10.            No
Guaranteed Employment or Other Service Relationship. Nothing contained in this Agreement shall affect the right of the Partnership
or any of its Affiliates to terminate the Participant’s employment or other service relationship at any time, with or without Cause,
or shall be deemed to create any rights to employment or continued employment or other service relationship. The rights and obligations
arising under this Agreement are not intended to and do not affect the Participant’s employment or other service relationship that
otherwise exists between the Participant and the Partnership or any of its Affiliates, whether such employment or other service relationship
is at will or defined by an employment or other service contract. Moreover, this Agreement is not intended to and does not amend any existing
employment or other service contract between the Participant and the Partnership or any of its Affiliates; to the extent there is a conflict
between this Agreement and such an employment or other service contract, the employment or other service contract shall govern and take
priority.


 


11.            WAIVER
OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT
OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THIS AGREEMENT
OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.


 


12.            Interpretation.
All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way
shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.


 


13.            Mode
of Communications. The Participant agrees, to the fullest extent permitted by applicable law, in lieu of receiving documents in
paper format, to accept electronic delivery of any documents that the Partnership or any of its Affiliates may deliver in connection with
this grant of Deferred Units and any other grants offered by the Partnership, including, without limitation, prospectuses, grant notifications,
account statements, annual or quarterly reports, and other communications. The Participant further agrees that electronic delivery of
a document may be made via the Employer’s e-mail system or by reference to a location on the Employer’s intranet or website
or the online brokerage account system.


 


14.            No
Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement
or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant,
duty, agreement or condition.


 






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15.            Severability.
If any provision of this Agreement is declared or found to be illegal, unenforceable or void, in whole or in part, then the parties hereto
shall be relieved of all obligations arising under such provision, but only to the extent that it is illegal, unenforceable or void, it
being the intent and agreement of the parties hereto that this Agreement shall be deemed amended by modifying such provision to the extent
necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting therefor another provision
that is legal and enforceable and achieves the same objectives.


 


16.            Counterparts.
This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or the same counterpart.


 


17.            Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without
giving effect to its principles of conflict of laws.


 


18.            Section 409A.
Although the Employer does not guarantee to the Participant any particular tax treatment relating to the Award under this Agreement, it
is intended that all payments pursuant to this Award shall be exempt from Section 409A, and this Agreement shall be interpreted and
administered in accordance with such intentions. In no event shall the Partnership or any of its Affiliates be liable for any additional
tax, interest or penalties that may be imposed on the Participant by reason of Section 409A or any damages for failing to qualify
for an exemption from, or comply with, Section 409A.


 


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IN WITNESS WHEREOF, the parties
have executed this Agreement on the date and year first above written.


 


	 	ICAHN ENTERPRISES L.P.
	 	 	 
		By:	Icahn Enterprises G.P. Inc., its general partner
	 	 	 
	 	 	 
		By:	
		Name:	
		Title:	



 


 


PARTICIPANT


 


	 	 	 



 


 


[Deferred Unit Agreement Signature Page]


 






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