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AMENDMENT TO
AMENDED AND RESTATED MANAGEMENT EMPLOYMENT AGREEMENT
THIS AMENDMENT is
entered into as of November 4, 2008, by and between Alon USA
GP, LLC, a Delaware limited liability company (the
“Company”), and Harlin R. Dean
(“Manager”).
WHEREAS, the
Company and Manager entered into that certain Amended and Restated
Management Employment Agreement, dated as of August 9, 2006
(the “Agreement”), and wish to amend the Agreement to
assure that any payments under the Agreement that
(i) constitute a deferral of compensation within the meaning
of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), comply with the requirements of
Section 409A to avoid the imposition of excise taxes and
(ii) qualify for an exemption from deferred compensation
treatment under Section 409A of the Code satisfy the
requirements of such exemption. Terms not defined in this Amendment
will have the meaning set forth in the Agreement.
NOW, THEREFORE,
the parties agree as follows:
1. To the
extent that a payment becomes due to Manager under Section 10
of the Agreement by reason of Manager’s termination of
employment, (i) the term “termination of
employment” will have the same meaning as “separation
from service” under Section 409A of the Code
(ii) except as provided in Section 2 hereof, all such
payments will be made in a single lump sum no later than 60 days
after the date on which Manager terminates employment.
2. If the
Company makes a good faith determination that a payment under the
Agreement (i) constitutes a deferral of compensation for
purposes of Section 409A, (ii) is made to Manager by
reason of his separation from service and (iii)
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