EX-10.46






Exhibit 10.46




AMENDED AND RESTATED EMPLOYMENT AGREEMENT




     AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of December 29, 2007 (the “Employment
Agreement”), by and between CVR ENERGY, INC., a Delaware corporation (the “Company”),
and EDMUND S. GROSS (the “Executive”).



     WHEREAS, Coffeyville Resources, LLC (“CR”), an affiliate of the Company, and the
Executive entered into an employment agreement, dated as of July 12, 2005, as amended (the
“2005 Employment Agreement”); and



     WHEREAS, a reorganization of various entities affiliated with the Company and CR has occurred
and in connection with such reorganization CR has assigned to the Company, and the Company has
assumed, the 2005 Employment Agreement effective as of October 26, 2007, and the Company and the
Executive now desire to enter into this Employment Agreement as an amendment and restatement, in
its entirety, of the 2005 Employment Agreement.



     NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid
consideration the sufficiency of which is acknowledged, the parties hereto agree as follows:



     Section 1. Employment.



          1.1. Term. The Company agrees to employ the Executive, and the Executive agrees to be
employed by the Company, in each case pursuant to this Employment Agreement, for a period
commencing on January 1, 2008 (the “Commencement Date”) and ending on the earlier of (i)
the third (3rd) anniversary of the Commencement Date and (ii) the termination of the Executive’s
employment in accordance with Section 3 hereof (the “Term”).




          1.2. Duties. During the Term, the Executive shall serve as Senior Vice President and
General Counsel of the Company and such other or additional positions as an officer or director of
the Company, and of such direct or indirect affiliates of the Company (“Affiliates”), as
the Executive and the board of directors of the Company (the “Board”) or its designee shall
mutually agree from time to time. In such positions, the Executive shall perform such duties,
functions and responsibilities during the Term commensurate with the Executive’s positions as
reasonably directed by the Board.




          1.3. Exclusivity. During the Term, the Executive shall devote substantially all of
Executive’s working time and attention to the business and affairs of the Company and its
Affiliates, shall faithfully serve the Company and its Affiliates, and shall in all material
respects conform to and comply with the lawful and reasonable directions and instructions given to
Executive by the Board, or its designee, consistent with Section 1.2 hereof. During the Term, the
Executive shall use Executive’s best efforts during Executive’s working time to promote and serve
the interests of the Company and its Affiliates and shall not engage in any other business
activity, whether or not such activity shall be engaged in for pecuniary profit. The provisions of
this Section 1.3 shall not be construed to prevent the Executive from investing Executive’s
personal, private assets as a passive investor in such form or manner as will not




 









 




require any active services on the part of the Executive in the management or operation of the
affairs of the companies, partnerships, or other business entities in which any such passive
investments are made.




     Section 2. Compensation.



          2.1. Salary. As compensation for the performance of the Executive’s services
hereunder, during the Term, the Company shall pay to the Executive a salary at an annual rate of
Two Hundred Twenty-Five Thousand Dollars ($225,000), which annual salary shall be prorated for any
partial year at the beginning or end of the Term and shall accrue and be payable in accordance with
the Company’s standard payroll policies, as such salary may be adjusted upward by the Compensation
Committee of the Board in its discretion (as adjusted, the “Base Salary”).




          2.2. Annual Bonus. For each completed fiscal year occurring during the Term, the
Executive shall be eligible to receive an annual cash bonus (the “Annual Bonus”).
Commencing with fiscal year 2008, the target Annual Bonus shall be 80% of the Executive’s Base
Salary as in effect at the beginning of the Term in fiscal year 2008 and at the beginning of each
such fiscal year thereafter during the Term, the actual Annual Bonus to be based upon such
individual and/or Company performance criteria established for each such fiscal year by the
Compensation Committee of the Board. The Annual Bonus, if any, payable to Executive for a fiscal
year will be paid by the Company to the Executive on the last scheduled payroll payment date during
such fiscal year.




          2.3. Employee Benefits. During the Term, the Executive shall be eligible to
participate in such health, insurance, retirement, and other employee benefit plans and programs of
the Company as in effect from time to time on the same basis as other senior executives of the
Company.




          2.4. Paid Time Off. During the Term, the Executive shall be entitled to paid time off
(“PTO”) in accordance with the Company’s PTO policy as in effect on the date hereof.




          2.5. Business Expenses. The Company shall pay or reimburse the Executive for all
commercially reasonable business out-of-pocket expenses that the Executive incurs during the Term
in performing Executive’s duties under this Employment Agreement upon presentation of documentation
and in accordance with the expense reimbursement policy of the Company as approved by the Board and
in effect from time to time.




     Section 3. Employment Termination.



          3.1. Termination of Employment. The Company may terminate the Executive’s employment
for any reason during the Term, and the Executive may voluntarily terminate Executive’s employment
for any reason during the Term, in each case (other than a termination by the Company for Cause) at
any time upon not less than thirty (30) days’ notice to the other party. Upon the termination of
the Executive’s employment with the Company for any reason (whether during the Term or thereafter),
the Executive shall be entitled to any Base Salary earned but unpaid through the date of
termination, any earned but unpaid Annual Bonus for




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completed fiscal years, and any unreimbursed expenses in accordance with Section 2.5 hereof
(collectively, the “Accrued Amounts”).




     3.2. Certain Terminations.



               (a) Termination by the Company Other Than For Cause or Disability; Termination by the
Executive for Good Reason. If (i) the Executive’s employment is terminated by the Company
during the Term other than for Cause or Disability or (ii) the Executive resigns for Good Reason,
in addition to the Accrued Amounts the Executive shall be entitled to the following payments and
benefits: (x) the continuation of Executive’s Base Salary at the rate in effect immediately prior
to the date of termination for a period of twelve (12) months and (y) the continuation on the same
terms as an active employee of medical benefits the Executive would otherwise be eligible to
receive as an active employee of the Company for twelve (12) months or until such time as the
Executive becomes eligible for medical benefits from a subsequent employer (such payments, the
“Severance Payments”). The Company’s obligations to make the Severance Payments shall be
conditioned upon: (i) the Executive’s continued compliance with Executive’s obligations under
Section 4 of this Employment Agreement and (ii) the Executive’s execution, delivery and
non-revocation of a valid and enforceable release of claims arising in connection with the
Executive’s employment and termination of employment with the Company (the “Release”) in a
form reasonably acceptable to the Company and the Executive. In the event that the Executive
breaches any of the covenants set forth in Section 4 of this Employment Agreement, the Executive
will immediately return to the Company any portion of the Severance Payments that have been paid to
the Executive pursuant to this Section 3.2(a). Subject to Section 3.2(c), the Severance Payments
will commence to be paid to the Executive within ten (10) days following the effectiveness of the
Release.



               (b) Definitions. For purposes of this Section 3.2, the following terms shall have the
following meanings:



                    (1) A termination for “Good Reason” shall mean a termination by the Executive within
thirty (30) days following the date on which the Company has engaged in any of the following: (i)
the assignment of duties or responsibilities to the Executive that reflect a material diminution of
the Executive’s position with the Company; (ii) a relocation of the Executive’s principal place of
employment that increases the Executive’s commute by more than fifty (50) miles; or (iii) a
reduction in the Executive’s Base Salary, other than across-the-board reductions applicable to
similarly situated employees of the Company; provided, however, that the Executive
must provide the Company with notice promptly following the occurrence of any of foregoing and at
least thirty (30) days to cure.



                    (2) “Cause” shall mean that the Executive has engaged in any of the following: (i)
willful misconduct or breach of fiduciary duty; (ii) intentional failure or refusal to perform
reasonably assigned duties after written notice of such willful failure or refusal and the failure
or refusal is not corrected within ten (10) business days; (iii) the indictment for, conviction of
or entering a plea of guilty or nolo contendere to a crime constituting a felony (other than a
traffic violation or other offense or violation outside of the course of employment which does not
adversely affect the Company and its Affiliates or their



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reputation or the ability of the Executive to perform Executive’s employment-related duties or
to represent the Company and its Affiliates); provided, however, that (A) if the
Executive is terminated for Cause by reason of Executive’s indictment pursuant to this clause (iii)
and the indictment is subsequently dismissed or withdrawn or the Executive is found to be not
guilty in a court of law in connection with such indictment, then the Executive’s termination shall
be treated for purposes of this Employment Agreement as a termination by the Company other than for
Cause, and the Executive will be entitled to receive (without duplication of benefits and to the
extent permitted by law and the terms of the then-applicable medical benefit plans) the payments
and benefits set forth in Section 3.2(a) following such dismissal, withdrawal or finding, payable
in the manner and subject to the conditions set forth in such Section and (B) if such indictment
relates to environmental matters and does not allege that the Executive was directly involved in or
directly supervised the action(s) forming the basis of the indictment, Cause shall not be deemed to
exist under this Employment Agreement by reason of such indictment until the Executive is convicted
or enters a plea of guilty or nolo contendere in connection with such indictment; or (iv) material
breach of the Executive’s covenants in Section 4 of this Employment Agreement or any material
written policy of the Company or any Affiliate after written notice of such breach and failure by
the Executive to correct such breach within ten (10) business days, provided that no notice of, nor
opportunity to correct, such breach shall be required hereunder if such breach cannot be cured by
the Executive.




                    (3) “Disability” shall mean the Executive’s inability, due to physical or mental ill
health, to perform the essential functions of the Executive’s job, with or without a reasonable
accommodation, for 180 days during any 365 day period irrespective of whether such days are
consecutive.



               (c) Section 409A. To the extent applicable, this Employment Agreement shall be
interpreted, construed and operated in accordance with the Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and the Treasury regulations and other guidance
issued thereunder. If on the date of the Executive’s separation from service (as defined in
Treasury Regulation §1.409A-1(h)) with the Company the Executive is a specified employee (as
defined in Code Section 409A 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 Executive at any time during the six (6) month period
following the Executive’s separation from service, and any such amounts deferred such six (6)
months shall instead be paid in a lump sum on the first payroll payment date following expiration
of such six (6) month period. For purposes of conforming this Employment Agreement to Section 409A
of the Code, the parties agree that any reference to termination of employment, severance from
employment or similar terms shall mean and be interpreted as a “separation from service” as defined
in Treasury Regulation §1.409A-1(h).



          3.3. Exclusive Remedy. The foregoing payments upon termination of the Executive’s
employment shall constitute the exclusive severance payments due the Executive upon a termination
of Executive’s employment under this Employment Agreement.




          3.4. Resignation from All Positions. Upon the termination of the Executive’s
employment with the Company for any reason, the Executive shall be deemed to




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have resigned, as of the date of such termination, from and with respect to all positions the
Executive then holds as an officer, director, employee and member of the Board of Directors (and
any committee thereof) of the Company and any of its Affiliates.




          3.5. Cooperation. For one (1) year following the termination of the Executive’s
employment with the Company for any reason, the Executive agrees to reasonably cooperate with the
Company upon reasonable request of the Board and to be reasonably available to the Company with
respect to matters arising out of the Executive’s services to the Company and its Affiliates,
provided, however, such period of cooperation shall be for three (3) years, following any such
termination of Executive’s employment for any reason, with respect to tax matters involving the
Company or any of its Affiliates. The Company shall reimburse the Executive for expenses
reasonably incurred in connection with such matters as agreed by the Executive and the Board and
the Company shall compensate the Executive for such cooperation at an hourly rate based on the
Executive’s most recent base salary rate assuming two thousand (2,000) working hours per year;
provided, that if the Executive is required to spend more than forty (40) hours in any
month on Company matters pursuant to this Section 3.5, the Executive and the Board shall mutually
agree to an appropriate rate of compensation for the Executive’s time over such forty (40) hour
threshold.




     Section 4. Unauthorized Disclosure; Non-Solicitation; Proprietary Rights.



          4.1. Unauthorized Disclosure. The Executive agrees and understands that in the
Executive’s position with the Company and any Affiliates, the Executive has been and will be
exposed to and has and will receive information relating to the confidential affairs of the Company
and its Affiliates, including, without limitation, technical information, intellectual property,
business and marketing plans, strategies, customer information, software, other information
concerning the products, promotions, development, financing, expansion plans, business policies and
practices of the Company and its Affiliates and other forms of information considered by the
Company and its Affiliates to be confidential and in the nature of trade secrets (including,
without limitation, ideas, research and development, know-how, formulas, technical data, designs,
drawings, specifications, customer and supplier lists, pricing and cost information and business
and marketing plans and proposals) (collectively, the “Confidential Information”);
provided, however, that Confidential Information shall not include information which (i) is
or becomes generally available to the public not in violation of this Employment Agreement or any
written policy of the Company; or (ii) was in the Executive’s possession or knowledge on a
non-confidential basis prior to such disclosure. The Executive agrees that at all times during the
Executive’s employment with the Company and thereafter, the Executive shall not disclose such
Confidential Information, either directly or indirectly, to any individual, corporation,
partnership, limited liability company, association, trust or other entity or organization,
including a government or political subdivision or an agency or instrumentality thereof (each a
“Person”) without the prior written consent of the Company and shall not use or attempt to
use any such information in any manner other than in connection with Executive’s employment with
the Company, unless required by law to disclose such information, in which case the Executive shall
provide the Company with written notice of such requirement as far in advance of such anticipated
disclosure as possible. Executive’s confidentiality covenant has no temporal, geographical or
territorial restriction. Upon termination of the Executive’s employment with the Company, the
Executive shall promptly supply to the Company all property, keys, notes,




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memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks,
cards, surveys, maps, logs, machines, technical data and any other tangible product or document
which has been produced by, received by or otherwise submitted to the Executive during or prior to
the Executive’s employment with the Company, and any copies thereof in Executive’s (or capable of
being reduced to Executive’s) possession.




          4.2. Non-Solicitation of Employees. During the Term and for a period of twelve (12)
months thereafter (the “Restriction Period”), the Executive shall not directly or
indirectly contact, induce or solicit (or assist any Person to contact, induce or solicit) for
employment any person who is, or within twelve (12) months prior to the date of such solicitation
was, an employee of the Company or any of its Affiliates.




          4.3. Non-Solicitation of Customers/Suppliers. During the Restriction Period, the
Executive shall not (i) contact, induce or solicit (or assist any Person to contact, induce or
solicit) any Person which has a business relationship with the Company or of any of its Affiliates
in order to terminate, curtail or otherwise interfere with such business relationship or (ii)
solicit, other than on behalf of the Company and its Affiliates, any Person that the Executive
knows or should have known (x) is a current customer of the Company or any of its Affiliates in any
geographic area in which the Company or any of its Affiliates operates or markets or (y) is a
Person in any geographic area in which the Company or any of its Affiliates operates or markets
with respect to which the Company or any of its Affiliates has, within the twelve (12) months prior
to the date of such solicitation, devoted more than de minimis resources in an effort to cause such
Person to become a customer of the Company or any of its Affiliates in that geographic area. For
the avoidance of doubt, the foregoing does not preclude the Executive from soliciting, outside of
the geographic areas in which the Company or any of its Affiliates operates or markets, any Person
that is a customer or potential customer of the Company or any of its Affiliates in the geographic
areas in which it operates or markets.




          4.4. Extension of Restriction Period. The Restriction Period shall be extended for a
period of time equal to any period during which the Executive is in breach of any of Sections 4.2
or 4.3 hereof.




          4.5. Proprietary Rights. The Executive shall disclose promptly to the Company any and
all inventions, discoveries, and improvements (whether or not patentable or registrable under
copyright or similar statutes), and all patentable or copyrightable works, initiated, conceived,
discovered, reduced to practice, or made by Executive, either alone or in conjunction with others,
during the Executive’s employment with the Company and related to the business or activities of the
Company and its Affiliates (the “Developments”). Except to the extent any rights in any
Developments constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq.
that are owned ab initio by the Company and/or its applicable Affiliates, the Executive assigns all
of Executive’s right, title and interest in all Developments (including all intellectual property
rights therein) to the Company or its nominee without further compensation, including all rights or
benefits therefor, including without limitation the right to sue and recover for past and future
infringement. The Executive acknowledges that any rights in any developments constituting a work
made for hire under the U.S. Copyright Act, 17 U.S.C § 101 et seq. are owned upon creation by the
Company and/or its applicable Affiliates as the Executive’s employer. Whenever requested to do so
by the Company, the Executive shall




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execute any and all applications, assignments or other instruments which the Company shall
deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or
any foreign country or otherwise protect the interests of the Company and its Affiliates therein.
These obligations shall continue beyond the end of the Executive’s employment with the Company with
respect to inventions, discoveries, improvements or copyrightable works initiated, conceived or
made by the Executive while employed by the Company, and shall be binding upon the Executive’s
employers, assigns, executors, administrators and other legal representatives. In connection with
Executive’s execution of this Employment Agreement, the Executive has informed the Company in
writing of any interest in any inventions or intellectual property rights that Executive holds as
of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain
the Executive’s signature on any document needed in connection with the actions described in this
Section 4.5, the Executive hereby irrevocably designates and appoints the Company, its Affiliates,
and their duly authorized officers and agents as the Executive’s agent and attorney in fact to act
for and in the Executive’s behalf to execute, verify and file any such documents and to do all
other lawfully permitted acts to further the purposes of this Section with the same legal force and
effect as if executed by the Executive.




          4.6. Confidentiality of Agreement. Other than with respect to information required to
be disclosed by applicable law, the parties hereto agree not to disclose the terms of this
Employment Agreement to any Person; provided the Executive may disclose this Employment Agreement
and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys.
Notwithstanding anything in this Section 4.6 to the contrary, the parties hereto (and each of their
respective employees, representatives, or other agents) may disclose to any and all Persons,
without limitation of any kind, the tax treatment and tax structure of the transactions
contemplated by this Employment Agreement, and all materials of any kind (including opinions or
other tax analyses) related to such tax treatment and tax structure; provided that this sentence
shall not permit any Person to disclose the name of, or other information that would identify, any
party to such transactions or to disclose confidential commercial information regarding such
transactions.




          4.7. Remedies. The Executive agrees that any breach of the terms of this Section 4
would result in irreparable injury and damage to the Company and its Affiliates for which the
Company and its Affiliates would have no adequate remedy at law; the Executive therefore also
agrees that in the event of said breach or any threat of breach, the Company and its Affiliates
shall be entitled to an immediate injunction and restraining order to prevent such breach and/or
threatened breach and/or continued breach by the Executive and/or any and all Persons acting for
and/or with the Executive, without having to prove damages, in addition to any other remedies to
which the Company and its Affiliates may be entitled at law or in equity, including, without
limitation, the obligation of the Executive to return any Severance Payments made by the Company to
the Company. The terms of this paragraph shall not prevent the Company or its Affiliates from
pursuing any other available remedies for any breach or threatened breach hereof, including,
without limitation, the recovery of damages from the Executive. The Executive and the Company
further agree that the provisions of the covenants contained in this Section 4 are reasonable and
necessary to protect the businesses of the Company and its Affiliates because of the Executive’s
access to Confidential Information and Executive’s material participation in the operation of such
businesses.




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     Section 5. Representation.



     The Executive represents and warrants that (i) Executive is not subject to any contract,
arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in
any way limits Executive’s ability to enter into and fully perform Executive’s obligations under
this Employment Agreement and (ii) Executive is not otherwise unable to enter into and fully
perform Executive’s obligations under this Employment Agreement.



     Section 6. Withholding.



     All amounts paid to the Executive under this Employment Agreement during or following the Term
shall be subject to withholding and other employment taxes imposed by applicable law.



     Section 7. Effect of Section 280G of the Code.



          7.1. Payment Reduction. Notwithstanding anything contained in this Employment
Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for
the Executive by the Company, any affiliate of the Company, any Person who acquires ownership or
effective control of the Company or ownership of a substantial portion of the Company’s assets
(within the meaning of Section 280G of the Code and the regulations thereunder), or any affiliate
of such Person, whether paid or payable or distributed or distributable pursuant to the terms of
this Employment Agreement or otherwise (the “Payments”) constitute “parachute payments”
(within the meaning of Section 280G of the Code), and if (ii) such aggregate would, if reduced by
all federal, state and local taxes applicable thereto, including the excise tax imposed under
Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would
receive, after all taxes, if the Executive received aggregate Payments equal (as valued under
Section 280G of the Code) to only three times the Executive’s “base amount” (within the meaning of
Section 280G of the Code), less $1.00, then (iii) such Payments shall be reduced (but not below
zero) if and to the extent necessary so that no Payments to be made or benefit to be provided to
the Executive shall be subject to the Excise Tax; provided, however, that the
Company shall use its reasonable best efforts to obtain shareholder approval of the Payments
provided for in this Employment Agreement 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 Executive of such Payments without the application
of an Excise Tax. If the Payments are so reduced, then unless the Executive shall have given prior
written notice to the Company specifying a different order by which to effectuate the reduction,
the Company shall reduce or eliminate the Payments (x) by first reducing or eliminating the portion
of the Payments which are not payable in cash (other than that portion of the Payments subject to
clause (z) hereof), (y) then by reducing or eliminating cash payments (other than that portion of
the Payments subject to clause (z) hereof) and (z) then by reducing or eliminating the portion of
the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation §
1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with
payments or benefits which are to be paid the farthest in time. Any notice given by the Executive
pursuant to the preceding sentence shall take precedence over the provisions of any other plan,
arrangement or agreement governing the Executive’s rights and entitlements to any benefits or
compensation.




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          7.2. Determination of Amount of Reduction (if any). The determination of whether the
Payments shall be reduced as provided in Section 7.1 and the amount of such reduction shall be made
at the Company’s expense by an accounting firm selected by the Company from among the four (4)
largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm
shall provide its determination (the “Determination”), together with detailed supporting
calculations and documentation, to the Company and the Executive within ten (10) days after the
Executive’s final day of employment. If the Accounting Firm determines that no Excise Tax is
payable by the Executive with respect to the Payments, it shall furnish the Executive with an
opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to
any such payments and, absent manifest error, such Determination shall be binding, final and
conclusive upon the Company and the Executive.




     Section 8. Miscellaneous.



          8.1. Amendments and Waivers. This Employment Agreement and any of the provisions
hereof may be amended, waived (either generally or in a particular instance and either
retroactively or prospectively), modified or supplemented, in whole or in part, only by written
agreement signed by the parties hereto; provided, that, the observance of any provision of
this Employment Agreement may be waived in writing by the party that will lose the benefit of such
provision as a result of such waiver. The waiver by any party hereto of a breach of any provision
of this Employment Agreement shall not operate or be construed as a further or continuing waiver of
such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly
provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part
of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or
otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor
shall any single or partial exercise of such right, power or remedy by such party preclude any
other or further exercise thereof or the exercise of any other right, power or remedy.




          8.2. Indemnification. To the extent provided in the Company’s Certificate of
Incorporation or Bylaws, as in effect from time to time, the Company shall indemnify the Executive
for losses or damages incurred by the Executive as a result of causes of action arising from the
Executive’s performance of duties for the benefit of the Company, whether or not the claim is
asserted during the Term.




          8.3. Assignment. This Employment Agreement, and the Executive’s rights and
obligations hereunder, may not be assigned by the Executive, and any purported assignment by the
Executive in violation hereof shall be null and void.




          8.4. Notices. Unless otherwise provided herein, all notices, requests, demands,
claims and other communications provided for under the terms of this Employment Agreement shall be
in writing. Any notice, request, demand, claim or other communication hereunder shall be sent by
(i) personal delivery (including receipted courier service) or overnight delivery service, (ii)
facsimile during normal business hours, with confirmation of receipt, to the number indicated,
(iii) reputable commercial overnight delivery service courier or (iv) registered




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or certified mail, return receipt requested, postage prepaid and addressed to the intended
recipient as set forth below:




	 	 	 	 	 
	       If to the Company:	 	CVR Energy, Inc.
	 	 	10 E. Cambridge Circle, Suite 250
	 	 	Kansas City, KS 66103
	 

	 	Attention:
	 	General Counsel
	 

	 	Facsimile:
	 	(913) 981-0000 
	 
	 	 	 	 
	       with a copy to:	 	Fried, Frank, Harris, Shriver & Jacobson LLP
	 	 	One New York Plaza
	 	 	New York, NY 10004
	 

	 	Attention:
	 	Donald P. Carleen, Esq.
	 

	 	Facsimile:
	 	(212) 859-4000 
	 
	 	 	 	 
	       If to the Executive:	 	Edmund S. Gross
	 	 	8824 Rosewood Drive
	 	 	Prairie Village, Kansas 66207






     All such notices, requests, consents and other communications shall be deemed to have been
given when received. Any party may change its facsimile number or its address to which notices,
requests, demands, claims and other communications hereunder are to be delivered by giving the
other parties hereto notice in the manner then set forth.



          8.5. Governing Law. This Employment Agreement shall be construed and enforced in
accordance with, and the rights and obligations of the parties hereto shall be governed by, the
laws of the State of Kansas, without giving effect to the conflicts of law principles thereof.
Each of the parties hereto irrevocably and unconditionally consents to submit to the exclusive
jurisdiction of the courts of Kansas (collectively, the “Selected Courts”) for any action
or proceeding relating to this Employment Agreement, agrees not to commence any action or
proceeding relating thereto except in the Selected Courts, and waives any forum or venue objections
to the Selected Courts.




          8.6. Severability. Whenever possible, each provision or portion of any provision of
this Employment Agreement, including those contained in Section 4 hereof, will be interpreted in
such manner as to be effective and valid under applicable law but the invalidity or
unenforceability of any provision or portion of any provision of this Employment Agreement in any
jurisdiction shall not affect the validity or enforceability of the remainder of this Employment
Agreement in that jurisdiction or the validity or enforceability of this Employment Agreement,
including that provision or portion of any provision, in any other jurisdiction. In addition,
should a court or arbitrator determine that any provision or portion of any provision of this
Employment Agreement, including those contained in Section 4 hereof, is not reasonable or valid,
either in period of time, geographical area, or otherwise, the parties hereto agree that such
provision should be interpreted and enforced to the maximum extent which such court or arbitrator
deems reasonable or valid.




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          8.7. Entire Agreement. From and after the Commencement Date, this Employment
Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior
representations, agreements and understandings (including any prior course of dealings), both
written and oral, relating to any employment of the Executive by the Company or any of its
Affiliates. Effective as of the Commencement Date, this Agreement specifically supersedes, in its
entirety, the 2005 Employment Agreement. The 2005 Employment Agreement shall govern the
Executive’s employment with the Company (and previously CR) prior to the Commencement Date and this
Employment Agreement shall govern the Executive’s employment with the Company from and after the
Commencement Date, and the parties acknowledge and agree that the Executive’s employment with the
Company shall not, by reason of entering into this Employment Agreement, be deemed to end or
terminate as of or prior to the Commencement Date for purposes of any provisions of the 2005
Employment Agreement relating to Severance Payments or with respect to any health, insurance,
retirement, or benefit plans or programs of the Company in which the Executive participated under
the 2005 Employment Agreement.




          8.8. Counterparts. This Employment Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.




          8.9. Binding Effect. This Employment Agreement shall inure to the benefit of, and be
binding on, the successors and assigns of each of the parties, including, without limitation, the
Executive’s heirs and the personal representatives of the Executive’s estate and any successor to
all or substantially all of the business and/or assets of the Company.




          8.10. General Interpretive Principles. The name assigned this Employment Agreement
and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Employment
Agreement are for convenience of reference only and shall not in any way affect the meaning or
interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms
of limitation herein, so that references to “include”, “includes” and “including” shall not be
limiting and shall be regarded as references to non-exclusive and non-characterizing illustrations.




          8.11. Mitigation. Notwithstanding any other provision of this Employment Agreement,
(a) the Executive will have no obligation to mitigate damages for any breach or termination of this
Employment Agreement by the Company, whether by seeking employment or otherwise and (b) except for
medical benefits provided pursuant to Section 3.2(a), the amount of any payment or benefit due the
Executive after the date of such breach or termination will not be reduced or offset by any payment
or benefit that the Executive may receive from any other source.




          8.12. Company Actions. Any actions, approvals, decisions, or determinations to be
made by the Company under this Employment Agreement shall be made by the Company’s Board, except as
otherwise expressly provided herein. For purposes of any references herein to the Board’s
designee, any such reference shall be deemed to include the Chief Executive Officer of the Company
and such other or additional officers, or committees of the Board, as the Board may expressly
designate from time to time for such purpose.




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[signature page follows]




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     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first
written above.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	CVR ENERGY, INC.
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Edmund S. Gross

	 	 
	 	By:
	 	/s/ John J. Lipinski	 	 
	 

	 	 	 	 	 	 	 	 
	EDMUND S. GROSS

	 	 	 	 	 	Name: John J. Lipinski	 	 
	 

	 	 	 	 	 	Title: CEO	 	 







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