EX-10.51



 





Exhibit 10.51




AMENDMENT NUMBER 2

TO EMPLOYMENT AGREEMENT




     AMENDMENT NUMBER 2 TO EMPLOYMENT AGREEMENT, dated as of October ___, 2007, by and between
Coffeyville Resources, LLC, a Delaware limited liability company (the “Company”),
and                      (the “Executive”).



     WHEREAS, the Company and the Executive entered into an employment agreement dated
as of July 12, 2005, and amended as of December 13, 2006 (the “Employment Agreement”); and



     WHEREAS, the Company and the Executive desire to amend the Employment Agreement with respect
to Section 7 thereof.



     NOW THEREFORE, the parties hereby agree to amend the Employment Agreement as follows:



     1. Section 7 is hereby deleted in its entirety and replaced with the following:



     Section 7. Effect of Section 280G of the Internal Revenue 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 Internal Revenue Code of 1986, as amended (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.




     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.



     2. In all other respects the Employment Agreement shall remain in effect and is hereby
confirmed by the parties.



 









 





     IN WITNESS WHEREOF, the parties have executed this Amendment Number 2 to Employment Agreement
as of the date first written above.



	 	 	 	 	 
	 	 	COFFEYVILLE RESOURCES, LLC
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	[Executive]

	 	 	 	Name
	 

	 	 	 	Title: