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SECOND AMENDMENT TO
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AMENDMENT is
entered into as of November 4, 2008, by and between Alon USA
GP, LLC, a Delaware limited liability company (successor to Alon
USA GP, Inc. and referred to as the “Company”), and
Claire A. Hart (“Executive”).
WHEREAS, the
Company and Executive entered into that certain Executive
Employment Agreement, dated as of July 31, 2000, as amended by
that certain Amendment to Executive/Management Employment
Agreement, dated as of May 1, 2005 (as so amended, 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 Executive under
Section 10 of the Agreement by reason of Executive’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 Executive 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)&n
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