EX-10.43



 





Exhibit 10.43




CVR GP, LLC

PROFIT BONUS PLAN





	1.	 	Purpose; Operation. The purpose of the CVR GP, LLC Profit Bonus Plan (the “Plan”) is
to provide an incentive to employees of an Employer who contribute to the Company’s success to
increase their efforts on behalf of the Company and to promote the success of the Company’s
business. Participants in the Plan have the opportunity to receive cash payments in respect
of their interests in the Plan in the event of certain distributions pursuant to the Parent
LLC Agreement to the “Members” (as defined in the Parent LLC Agreement) of Coffeyville
Acquisition III LLC. Whether payments will be made hereunder will depend on the amount of net
proceeds realized in connection with the event that gives rise to such distributions. Defined
terms are defined in Exhibit A hereto.
	 
	2.	 	Administration. The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers and authorities
either specifically granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation:






	 	•	 	the authority to grant Bonus Points;
	 
	 	•	 	to determine the persons to whom and the time or times at which Bonus Points
shall be granted;
	 
	 	•	 	to determine the number of Bonus Points to be granted and the terms,
conditions and restrictions relating thereto;
	 
	 	•	 	to determine whether, to what extent, and under what circumstances Bonus
Points may be settled, cancelled, forfeited, exchanged, or surrendered;
	 
	 	•	 	to make adjustments in the terms and conditions applicable to Bonus Points;
	 
	 	•	 	to determine the size of the Bonus Pool subject to the terms of the Plan;
	 
	 	•	 	to construe and interpret the Plan and Award Agreements;
	 
	 	•	 	to prescribe, amend and rescind rules and regulations relating to the Plan;
	 
	 	•	 	to determine the terms and provisions of the Award Agreements;
	 
	 	•	 	to determine the amounts allocable for payment pursuant to this Plan; and
	 
	 	•	 	to make all other determinations deemed necessary or advisable for the
administration of the Plan.






All determinations made by the Committee in respect of the Plan shall be final and binding
on all Participants and their beneficiaries. No manager or member of the



 









 






	 	 	Company or member of the Committee shall be liable for any action taken or determination
made in good faith with respect to the Plan or any Bonus Points granted hereunder. The
Committee, with the consent of CVR GP, shall make determinations with respect to cash
amounts allocated, if any, to the Plan, with reference to the applicable definitions set
forth in Exhibit A; provided that any and all determinations with respect to
cash amounts allocated to the Plan shall be made in the Committee’s discretion and may vary
from such definitions. The Committee may make adjustments in the operation of provisions of
the Plan if the Committee determines in its sole discretion that such adjustments will
further the intent of such provisions.
	 
	3.	 	Eligibility. Bonus Points may be granted at any time to directors, employees
(including officers) and service providers of an Employer, in the discretion of the Committee.
	 
	4.	 	Bonus Points; Payment.






	 	(a)	 	Awards of Bonus Points. The Committee shall grant Bonus Points to
Participants pursuant to Award Agreements. The total number of Bonus Points available
for grant hereunder shall initially be 1,000,000 but may be increased in the discretion
of the Committee at any time.
	 
	 	(b)	 	Creation of Bonus Pool. Upon each Distribution, a Bonus Pool shall be
created, which shall equal 4.069% of the amount distributed to the Members in the
Distribution. Bonus Points shall represent the right to receive a cash payment from
the Employer within thirty (30) days following the date on which a Distribution is
made.
	 
	 	(c)	 	Bonus Point Payments. The cash amount payable to a Participant in
respect of his or her Bonus Points at any time that a Distribution is made shall be
determined by multiplying the amount of the Bonus Pool by a fraction, the numerator of
which is the total number of Bonus Points held by the Participant and the denominator
of which is 1,000,000; provided that the Committee may in an Award Agreement
provide for a limitation on the amount payable in respect of any Participant’s Bonus
Points based on such criteria as the Committee in its sole discretion may determine.
Any portion of a Bonus Pool that is not distributed to Participants in connection with
any Distribution for any reason (e.g. there are Bonus Points that have not yet been
awarded or have been forfeited or are otherwise not outstanding) shall revert to the
Company and no Participant shall have any right to such undistributed amount. For the
avoidance of doubt, the forgoing is simply a calculation of the amount of cash payment
payable to a Participant holding Bonus Points, and in no event shall such Participant,
in its capacity as such, have any rights to receive a payment or distribution from
Parent.






	5.	 	Additional Awards; Adjustments.





     (a) Additional Awards. An Employer may determine that a Participant’s performance
warrants an award of additional Bonus Points, in which case the Employer may recommend to the
Committee that an additional award be made.



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	 	(b)	 	In the event of any material acquisition, disposition, merger,
recapitalization, capital contribution or other similar event, the Committee may make
such adjustment(s) to the terms of the Plan or any awards granted under the Plan as the
Committee shall determine appropriate in its sole discretion.






	6.	 	Termination of Employment. If a Participant ceases to be employed by an Employer
(other than in connection with a transfer to another Employer), such Participant shall forfeit
all Bonus Points granted to the Participant.
	 
	7.	 	General Provisions.






	 	(a)	 	Nontransferability. Unless otherwise provided in an Award Agreement,
Bonus Points shall not be transferable by a Participant under any circumstances.
	 
	 	(b)	 	No Right to Continued Employment, etc. Nothing in the Plan or in any
Award Agreement entered into pursuant the Plan shall confer upon any Participant the
right to continue in the employ of or to be entitled to any remuneration or benefits
not set forth in the Plan or such Award Agreement, or to interfere with or limit in any
way the right of an Employer to terminate such Participant’s employment.
	 
	 	(c)	 	Taxes. The Company or any Affiliate is authorized to withhold from any
payment relating to Bonus Points under the Plan amounts of withholding and other taxes
due to enable the Company and Participants to satisfy obligations for the payment of
withholding taxes and other tax obligations.
	 
	 	(d)	 	Excise Tax. To the extent that, in the Committee’s determination,
payment to a Participant in respect of his or her Bonus Points would result in
application of an excise tax to the Participant pursuant to Section 4999 of the Code,
then the payment shall be reduced to such extent to avoid the application of such
excise tax; provided that the Company shall use its reasonable best efforts to
obtain shareholder approval of the payment in respect of Bonus Points in a manner
intended to satisfy requirements of the “shareholder approval” exception to Section
280G of the Code and the regulations promulgated thereunder, such that payment may be
made to the Participant in respect of his or her Bonus Points without the application
of the excise tax.
	 
	 	(e)	 	Amendment and Termination. The Plan shall take effect on the date of
its adoption by CVR GP. CVR GP may at any time and from time to time alter, amend,
suspend, or terminate the Plan in whole or in part, including but not limited to,
amending the Plan and awards to alter the structure of the Plan if CVR GP determines
that the Plan is not meeting its objectives. Following any amendment of the Plan,
Participants will have only such rights as are provided under such amended Plan and in
the event of the termination of the Plan, Participants will have only such rights, if
any, as are provided in connection with such termination.
	 
	 	(f)	 	No Rights to Awards; No Stockholder or Member Rights. No Participant
shall have any claim to be granted any Bonus Points under the Plan, and there is no
obligation for uniformity of treatment of Participants. A Participant or a





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	 	 	transferee of Bonus Points shall have no rights as a stockholder or member of the
Company, an Employer or any Affiliate of any of them.
	 
	(g)	 	Unfunded Status of Awards. The Plan is intended to constitute an
“unfunded” plan for incentive compensation. With respect to any payments not yet made
to a Participant pursuant to an award, nothing contained in the Plan or any Award
Agreement shall give any such Participant any rights that are greater than those of a
general creditor of the Company.
	 
	(h)	 	Governing Law. The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware without giving
effect to the conflict of laws principles thereof.
	 
	(i)	 	Beneficiary. Upon the death of a Participant, all of his of her rights
under the Plan shall inure to his or her designated beneficiary or, if no beneficiary
has been designated for purposes of this Plan, to his or her estate.
	 
	(j)	 	No Guarantee or Assurances. There can be no guarantee that any
Distributions will occur under the Parent LLC Agreement or that any payment to any
Participant will result under the Plan.
	 
	(k)	 	Expiration of Plan. Unless otherwise determined by CVR GP, the Plan
shall expire on [                    ], 2017 and all outstanding Bonus Points shall then expire
and be forfeited with no consideration paid in respect of such forfeiture.





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EXHIBIT A




Plan Definitions



For purposes of the Plan, the following terms shall be defined as set forth below.





“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of
the Securities Exchange Act of 1934.




“Award Agreement” means any written agreement, contract, or other instrument or document
evidencing a grant of Bonus Points.




“Bonus Points” means points available for allocation to Participants by the Committee. Each
Bonus Point represents a right to receive payment from the Bonus Pool, if any, established
upon a Distribution on the terms and conditions set forth herein.




“Code” means the Internal Revenue Code of 1986, as amended from time to time.




“Committee” means the compensation committee of CVR GP, or if there is no such committee,
CVR GP.




“Company” means Coffeyville Resources Nitrogen Fertilizers, LLC, a Delaware limited
liability company and wholly owned subsidiary of the MLP, or any successor corporation.




“CVR GP” means CVR GP, LLC, a Delaware limited liability company and general partner of the
MLP.




“Distributions” means distributions to Members pursuant to the Parent LLC Agreement in
excess of distributions to Members of amounts representing all capital contributions made by
the Members to Parent.




“Employer” means the Company or any Affiliate of the Company or any entity providing
services to the MLP or the Company.




“Members” has the meaning given to such term in Section 1 of this Plan.




“MLP” means CVR Partners, LP.




“MLP Agreement” means the Agreement of Limited Partnership of CVR Partners, LP, dated as of
[                    ], 2007, as may be amended and/or restated from time to time.




“Parent” means Coffeyville Acquisition III LLC.




“Parent LLC Agreement” means the limited liability company agreement of Parent, dated as of
[                    ], 2007.




“Participant” means an individual who has been granted Bonus Points pursuant to the Plan and
who continues to hold Bonus Points.



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     “Plan” means this CVR GP, LLC Profit Bonus Plan, as amended from time to time.




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