EX-10.33.2



 





Exhibit 10.33.2




FORM OF

CVR ENERGY, INC.

2007 LONG TERM INCENTIVE PLAN

DIRECTOR STOCK OPTION AGREEMENT




     THIS
AGREEMENT, made as of the ___ day of                     , 2007 (the “Grant Date”), between CVR
Energy, Inc., a Delaware corporation (the “Company”), and                      (the “Grantee”).



     WHEREAS, the Company has adopted the CVR Energy, Inc. 2007 Long Term Incentive Plan (the
“Plan”) in order to provide an additional incentive to certain employees and directors of the
Company and its Subsidiaries; and



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



     NOW, THEREFORE, the parties hereto agree as follows:



     1. Grant of Option.



          1.1. The Company hereby grants to the Grantee the right and option (the “Option”) to purchase
all or any part of an aggregate of                      whole Shares subject to, and in accordance with, the
terms and conditions set forth in this Agreement.




          1.2. The Option is not intended to qualify as an Incentive Stock Option.




          1.3. This Agreement shall be construed in accordance and consistent with, and subject to, the
provisions of the Plan (the provisions of which are incorporated herein by reference); and, 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. Purchase Price.



     The price at which the Grantee shall be entitled to purchase Shares upon the exercise of the
Option shall be $                     per Share.



     3. Duration of Option.



     Except as otherwise provided in Section 6 hereof, the Option shall be exercisable to the
extent and in the manner provided herein for a period of ten (10) years from the Grant Date (the
“Exercise Term”).



     4. Vesting and Exercisability of Option.


 









 











     Unless otherwise provided in this Agreement or the Plan, the Option shall entitle the Grantee
to purchase, in whole at any time or in part from time to time, thirty-three and one-third percent
(33-1/3%) of the total number of Shares covered by the Option after the expiration of one (1) year
from the Grant Date, an additional thirty-three and one-third percent (33-1/3%) of the total number
of Shares covered by the Option after the second anniversary of the Grant Date, and the remainder
of the number of Shares subject to the Option after the third anniversary of the Grant Date, and
each such right of purchase shall be cumulative and shall continue, unless sooner exercised as
herein provided, during the remaining period of the Exercise Term. Any fractional number of Shares
resulting from the application of the percentages set forth in this Section 4 shall be rounded to
the next higher whole number of Shares.



     5. Manner of Exercise and Payment.



          5.1. Subject to the terms and conditions of this Agreement and the Plan, the Option may be
exercised by delivery of written notice to the Company, at its principal executive office. Such
notice shall state that the Grantee is electing to exercise the Option and the number of Shares in
respect of which the Option is being exercised and shall be signed by the person or persons
exercising the Option. If requested by the Committee, such person or persons shall (i) deliver
this Agreement to the Secretary of the Company who shall endorse on this Agreement a notation of
such exercise and (ii) provide satisfactory proof as to the right of such person or persons to
exercise the Option.




          5.2. The notice of exercise described in Section 5.1 shall be accompanied by the full purchase
price for the Shares in respect of which the Option is being exercised, in cash or by check or, if
indicated in the notice, such payment shall follow by check from a registered broker acting as
agent on behalf of the Grantee. However, at the discretion of the Committee appointed to
administer the Plan, the Grantee may pay the exercise price in part or in full by transferring to
the Company unrestricted Shares owned by the Grantee prior to the exercise of the Option having a
Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such
shares are substituted.




          5.3. Upon receipt of notice of exercise and full payment for the Shares in respect of which
the Option is being exercised, the Company shall, subject to this Agreement and the Plan, take such
action as may be necessary to effect the transfer to the Grantee of the number of Shares as to
which such exercise was effective.




          5.4. The Grantee shall not be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any Shares subject to the Option until (i) the Option shall have been
exercised pursuant to the terms of this Agreement and the Grantee shall have paid the full purchase
price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall
have issued and delivered the Shares to the Grantee, and (iii) the Grantee’s name shall have been
entered as a stockholder of record on the books of the Company, whereupon the Grantee shall have
full voting and other ownership rights with respect to such Shares.




 









 








     6. Ceasing to Serve as Director.



          6.1. Cause. In the event the Grantee’s service to the Company and its Subsidiaries as
a director terminates for Cause, the Option shall immediately expire in its entirety whether or not
vested and exercisable.




          6.2. Other Termination of Service. If the Grantee’s service to the Company and its
Subsidiaries as a director is terminated under any circumstance other than (i) for Cause, (ii) due
the Grantee’s death or (iii) due to the Grantee’s Disability, any portion of the Option that is not
vested and exercisable on the Termination Date shall expire and the Grantee may, at any time within
ninety (90) days after the Termination Date, exercise the Option to the extent, but only to the
extent, that the Option or portion thereof was vested and exercisable on the Termination Date. For
purposes of this Agreement, “Termination Date” shall mean the last day on which the Grantee serves
as a director of the Company or a Subsidiary.




          6.3. Death or Disability. In the event the Grantee’s service to the Company and its
Subsidiaries as a director is terminated by reason of the Grantee’s death or Disability, any
portion of the Option that is not yet vested and exercisable on the Termination Date shall become
immediately vested and fully exercisable on such date, and the entire Option shall remain
exercisable for a period of one (1) year following the Termination Date by the Grantee or by the
Grantee’s legatee or legatees under his will, or by his personal representatives or distributees,
as applicable.




          6.4. No Extension of Exercise Term. Notwithstanding the terms of Section 6.2 and 6.3
and except as provided in this Section 6.4, in no event may the Option be exercised by anyone after
the expiration of the Exercise Term. In the event of the Grantee’s death during (i) the period of
the Grantee’s service as a director to the Company or one of its Subsidiaries, (ii) the ninety (90)
day period described in Section 6.2 or (iii) the one (1) year period described in Section 6.3, the
Option shall be exercisable, to the extent exercisable immediately prior to his or her death, by
the legatee or legatees under the Grantee’s will, or by the Grantee’s personal representatives or
distributees, at any time within the one (1) year period after the date of the Optionee’s death,
even if such one (1) year period extends beyond the Exercise Term.




     7. Non-transferability.



     The Option shall not be assignable or transferable other than by will or the laws of descent
and distribution or pursuant to a qualified domestic relations order (within the meaning of Rule
16a-12 promulgated under the Exchange Act). During the lifetime of the Grantee, the Option shall
be exercisable only by the Grantee, his or her legal guardian or legal representatives or a
bankruptcy trustee. Notwithstanding anything to the contrary contained herein, the Option may not
be exercised by or transferred to any person other than the Grantee, unless such other person
presents documentation to the Committee, which proves to the Committee to its reasonable
satisfaction such person’s right to the transfer or exercise.



     8. Adjustments.



 









 











     In the event of a Change in Capitalization, the Committee shall make equitable adjustments to
the number and class of Shares or other securities, cash or property subject to the Option and the
purchase price for such Shares or other securities. The Committee’s adjustment shall be made in
accordance with the provisions of Article 12 of the Plan and shall be final, binding and conclusive
for all purposes of the Plan and this Agreement.



     9. Effect of Certain Transactions.



     Upon the effective date of the liquidation, dissolution, merger or consolidation of the
Company (in each case, a “Transaction”), the Option shall continue in effect in accordance with its
terms, except that following a Transaction either (i) the Option shall be treated as provided for
in the plan or agreement entered into in connection with the Transaction (the “Transaction
Agreement”) or (ii) if not so provided in the Transaction Agreement, the Grantee shall be entitled
to receive in respect of all Shares subject to the Option, upon exercise of the Option, the same
number and kind of stock, securities, cash, property or other consideration that each holder of
Shares was entitled to receive in the Transaction. Without limiting the generality of the
foregoing, the treatment of outstanding Options in clause (i) of this Section 9 in connection with
a Transaction may include the cancellation of outstanding Options upon consummation of the
Transaction provided either (x) the Grantee has been given a period of at least fifteen (15) days
prior to the date of the consummation of the Transaction to exercise the Options (whether or not
they were otherwise exercisable) or (y) the Grantee is paid (in cash or cash equivalents) in
respect of each Share covered by the Option being cancelled an amount equal to the excess, if any,
of the per share price paid or distributed to stockholders in the transaction (the value of any
non-cash consideration to be determined by the Committee in its sole discretion) over the exercise
price of the Option.



     10. 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.



     11. 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.



     12. 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.



     13. 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.



     14. Successors in Interest.



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



     15. 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 Company for all purposes.



 









 





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



	 	 	 	 	 	 	 
	CVR ENERGY, INC.

	 	 	 	GRANTEE
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	By:

	 	 	 	Print Name:	 	 
	Title: