Cvr Partners, LP 8-K, filed Jun 23, 2026
Cvr Partners, LP (UAN)
8-K
2026-06-23
For: 2026-06-18
View Original
Added on
June 23, 2026
About this 8-K
Cvr Partners, LP filed this 8-K on June 23, 2026, reporting on events of June 18, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
___________________________________
Date of Report (Date of earliest event reported): June 18, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281 ) 207-3200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pytosh Separation Agreement
Effective as of June 18, 2026, Mark A. Pytosh entered into a Separation Agreement (the “Separation Agreement”) with CVR Energy, Inc. (“CVR Energy”) pursuant to which Mr. Pytosh stepped down from (i) his position as President and Chief Executive Officer of CVR Energy and from CVR Energy’s Board of Directors (the “Board”), and (ii) from his position as President and Chief Executive Officer of CVR GP, LLC (“CVR GP”), the general partner of CVR Partners, LP (the “Partnership”) and from the Board of Directors of CVR GP (the “CVR GP Board”).
Pursuant to the Separation Agreement, and subject to Mr. Pytosh’s non-revocation of the Separation Agreement and his continued compliance with the terms and conditions thereof, Mr. Pytosh will receive a separation payment of $3,000,000, less applicable withholdings, of which $1,500,000 will be payable in a lump sum within fifteen (15) days following the date the release becomes effective and irrevocable and the remaining $1,500,000 will be payable in a lump sum within fifteen (15) days following the nine (9)-month anniversary of such date. Mr. Pytosh is also entitled to receive his regular pay through the separation date and payment for accrued and unused paid time off.
The Separation Agreement provides that Mr. Pytosh will remain subject to the post-employment obligations contained in his employment agreement, dated July 28, 2025, including the confidentiality, non-competition, non-solicitation and proprietary rights provisions contained therein; provided that the non-competition restriction period has been reduced from eighteen (18) months to nine (9) months. The Separation Agreement further provides that, for a period of three (3) years following the separation date, Mr. Pytosh will not circumvent, or attempt to circumvent, CVR Energy’s or any of its affiliates’ evaluation, pursuit, negotiation, consummation, or implementation of any business combination, acquisition or other strategic transaction identified as under consideration by CVR Energy or any of its affiliates as of the separation date. The Separation Agreement also contains continuing obligations relating to confidentiality, non-disparagement, cooperation and return of property.
The Separation Agreement also contains other terms customary for agreements of this type, including a general release of claims in favor of CVR Energy, its affiliates and related parties.
The foregoing description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”) and is incorporated herein by reference.
Appointment of Principal Executive Officer
Effective as of June 18, 2026, the Board of Directors of CVR Energy and the CVR GP Board appointed Dane J. Neumann (i) President, Chief Executive Officer and Director of CVR Energy and (ii) President and Chief Executive Officer of CVR GP. In connection with such appointment, CVR Energy entered into an Employment Agreement (the “Employment Agreement”) with Mr. Neumann. Following the appointment, Mr. Neumann will be the Partnership’s principal executive officer.
Mr. Neumann, age 42, has served as Executive Vice President, Chief Financial Officer & Assistant Secretary of the Partnership and CVR Energy since October 2021, and as Treasurer of both companies since February 2022.
The Employment Agreement provides for an initial three (3)-year term which extends automatically for successive one-year renewal terms, unless either CVR Energy or Mr. Neumann provides six (6) months’ notice of its or his (as applicable) intent to not extend the term.
Under the terms of the Employment Agreement, Mr. Neumann’s annual base salary will be $800,000 and Mr. Neumann will be eligible to receive an annual cash bonus with a target equal to 150% of his base salary under the performance-based bonus plan approved by the Compensation Committee of CVR Energy (the “Annual Bonus”). Mr. Neumann is also entitled to participate in CVR Energy’s employee benefit plans on the same basis as other senior executives. In addition, Mr. Neumann is entitled to receive annual long-term incentive awards under CVR Energy’s Third Amended and Restated 2007 Long Term Incentive Plan, or its successor, with an aggregate annual target award opportunity equal to 150% of his base salary, which awards are expected to vest ratably on each of the first three anniversaries of the applicable grant date, subject to certain customary forfeiture and acceleration provisions and the terms of the applicable award agreement and the Plan.
The Employment Agreement also entitles Mr. Neumann to certain severance payments in the event his employment is terminated (a) by CVR Energy without Cause (as defined in the Employment Agreement) or (b) by Mr. Neumann for Good Reason (as defined in the Employment Agreement) (each, a “Qualifying Termination”). Upon a Qualifying Termination, Mr.
Neumann will be entitled to receive the following severance payments, subject in each case to applicable deductions and withholdings, as well as other terms and conditions set forth in the Employment Agreement, including Mr. Neumann’s continued compliance with certain restrictive covenants and his timely execution and non-revocation of a release of claims:
•A cash payment equal to 1.5 times the sum of (A) twelve months of base salary plus (B) the average of the annual bonuses actually paid to Mr. Neumann during the three (3) calendar years immediately preceding the date of termination, payable in substantially equal installments over the eighteen (18)-month period following the date of termination (the “Severance Payment”);
•A cash payment equal to the actual Annual Bonus that would have otherwise been earned for the year of termination, based on achievement of the individual and/or corporate performance criteria, prorated based on the date of termination (a “Pro-Rata Bonus”); and
•Accelerated vesting as to 100% of the unvested portion of any then-outstanding Incentive / Phantom Unit Awards (as defined in the Employment Agreement) (“Accelerated LTIP Vesting”), excluding the award of performance share units described below.
Without duplication, if Mr. Neumann experiences a Qualifying Termination during the Change in Control Period (as defined in the Employment Agreement), the Severance Payment and Pro-Rata Bonus will instead be payable in a cash lump sum, provided that such lump sum payment will be reduced by any portion of the Severance Payment and/or Pro-Rata Bonus that was received by Mr. Neumann prior to the consummation of the Change in Control (as defined in the Employment Agreement).
If Mr. Neumann resigns without Good Reason, but provides at least six (6) months’ notice of his intent to resign, he will receive a cash payment equal to the target Annual Bonus, prorated based on the date of termination (a “Target Pro-Rata Bonus”). If the Employment Agreement is terminated due to Mr. Neumann’s death or Disability (as defined in the Employment Agreement), Mr. Neumann will receive a Target Pro-Rata Bonus and Accelerated LTIP Vesting, payable in a lump sum cash payment.
The Employment Agreement also contains other terms customary for agreements of this type, including confidentiality, non-disparagement and non-competition obligations and supersedes all prior agreements and understandings by and between Mr. Neumann and CVR Energy, including, without limitation, the Change in Control and Severance Plan Participation Agreement by and between Mr. Neumann and CVR Energy.
Mr. Neumann will not receive compensation for his service as a member of the Board of Directors of CVR Energy or its committees as long as he is employed by CVR Energy. Other than the foregoing, none of CVR GP and the Partnership is aware of any transaction in which Mr. Neumann has an interest that would be required to be disclosed under Item 404(a) of Regulation S-K and no arrangement or understanding exists between Mr. Neumann and any other person pursuant to which he was selected as President and Chief Executive Officer of CVR GP. There are no family relationships between Mr. Neumann and any director or executive officer of the Partnership.
The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
Neumann Performance Share Unit Agreement
Effective as of June 22, 2026, CVR Energy granted Mr. Neumann a one-time performance share unit award consisting of 27,372 performance share units (the “PSU Award”) under the Third Amended and Restated CVR Energy, Inc. 2007 Long Term Incentive Plan, pursuant to a Performance Share Unit Agreement (the “PSU Agreement”). The PSU Award will vest upon the consummation of a Significant Transaction (as defined in the PSU Agreement). If a Significant Transaction is not consummated within the twelve-month period following the grant date, the PSU Award will be forfeited.
If Mr. Neumann experiences a Qualifying Termination (as defined in the PSU Agreement) prior to the consummation of a Significant Transaction and a Significant Transaction is consummated within sixty (60) days following such termination, Mr. Neumann will remain eligible to receive the PSU Award, subject to execution and non-revocation of a general release of claims. Upon any other type of termination, the PSU Award will be forfeited.
Upon vesting, the PSU Award will be settled in shares of CVR Energy’s common stock within sixty (60) days following the consummation of the Significant Transaction, subject to a thirty-six (36)-month transfer restriction period following the grant date; provided that, CVR Energy’s Board of Directors or Compensation Committee may, in its sole discretion, elect to settle all or a portion of the PSU Award in cash. The PSU Agreement also provides for dividend equivalent rights on the performance share units.
The PSU Award is subject to CVR Energy’s Policy for the Recovery of Erroneously Awarded Compensation and the incentive compensation recoupment provisions set forth in the PSU Agreement.
The foregoing description of the PSU Agreement is qualified in its entirety by reference to the PSU Agreement, which is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
Interim Chief Financial Officer Appointment
Also effective as of June 18, 2026, the Board of Directors of CVR Energy and the CVR GP Board appointed Richard Roberts as Interim Chief Financial Officer and Vice President – Financial Planning & Analysis and Investor Relations of each of CVR Energy and CVR GP. Following the appointment, Mr. Roberts is the principal financial officer of Partnership and CVR Energy.
Mr. Roberts, age 43, has been employed by a wholly-owned subsidiary of CVR Energy since 2019 serving in various roles of increasing responsibility in the Partnership’s and CVR Energy’s finance organization. Mr. Roberts has over fifteen years of experience in the energy and refining industries in areas of finance, business development, planning and analytics. Before joining the Partnership and CVR Energy, Mr. Roberts spent over ten years in equity research with Scotia Capital and Howard Weil covering the independent refining, integrated oil and midstream energy sectors. Mr. Roberts obtained a Bachelor of Science in Finance from the University of New Orleans and a Master of Finance from Tulane University.
None of CVR GP and the Partnership is aware of any transaction in which Mr. Roberts has an interest that would be required to be disclosed under Item 404(a) of Regulation S-K and no arrangement or understanding exists between Mr. Roberts and any other person pursuant to which he was selected as Interim Chief Financial Officer and Vice President – Financial Planning & Analysis and Investor Relations. There are no family relationships between Mr. Roberts and any director or executive officer of CVR GP or the Partnership.
Item 8.01. Other Events.
On June 22, 2026, the Company issued a press release announcing leadership changes, which is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Exhibit Description | ||||
| 10.1+ | |||||
| 10.2 | |||||
| 10.3 | |||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). | ||||
| + | Certain portions of this exhibit have been redacted pursuant to Item 601(a)(6) of Regulation S-K because it both (i) is not material and (ii) is the type that the company treats as private or confidential. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 22, 2026
| CVR Partners, LP | |||||
| By: CVR GP, LLC, its general partner | |||||
| By: | /s/ Melissa M. Buhrig | ||||
| Melissa M. Buhrig | |||||
| Executive Vice President and Chief Legal Officer | |||||
Certain information identified with [***] has been excluded from the exhibit because it both
(i) is not material and (ii) is the type that the company treats as private or confidential.
Exhibit 10.1
Via Email [***]
June 22, 2026
Mark A. Pytosh
[***]
This letter agreement sets forth the terms and conditions regarding your voluntary resignation from CVR Energy, Inc. (the “Company”) without Good Reason (as defined in that certain Employment Agreement, dated July 28, 2025 and effective January 1, 2026, between you and the Company (the “Employment Agreement”)) and corresponding termination of employment with the Company, on the terms that have been mutually agreed below.
1. Your last day of employment is June 18, 2026 (the “Separation Date”). Effective as of the Separation Date, you have hereby resigned from any and all officer positions, directorships, and any and all other offices, committees, and positions, including as an authorized signatory, you may hold with the Company and each of its subsidiaries and affiliates, including, without limitation, CVR Partners, L.P. (“UAN”), and as a fiduciary of any employee benefit plan of any such entity. You hereby agree to execute any further confirmation of such resignation as the Company or its board of directors (or similar governing body, the “Board”) and UAN reasonably may deem necessary, if any, promptly upon request by the Company or the Board. Notwithstanding the foregoing, you shall be treated for all purposes as having so resigned from the Company, UAN, and all of their subsidiaries and affiliates upon the Separation Date, regardless of when or whether you execute any such additional confirmation. After the Separation Date, you shall not represent yourself as being an officer, director, or employee of the Company, UAN or any of their subsidiaries or affiliates, and none of the Company, UAN or any of their subsidiaries or affiliates will represent that you are officer, director or employee. You will receive your regular pay as a full-time employee according to the Company’s regular payroll practices through the Separation Date. You also will receive a payment of $158,770.21, less applicable tax and payroll withholdings, for 300.22 hours of accrued, unused paid time off according to the Company’s records as of the Separation Date.
2. Because of your separation of employment, your eligibility for and coverage under the Company’s group health insurance benefits plans will end on the Separation Date. You are, however, eligible to maintain such benefits through COBRA continuation coverage at your sole cost and expense. In order to receive benefits under COBRA, you must actively enroll in COBRA benefits directly through the Company’s COBRA administrator. You will receive additional instructions for how to enroll in benefits through COBRA from the Company’s COBRA administrator in the mail following the Separation Date at your home address. COBRA coverage will be available for the period prescribed by applicable law. Your participation in other benefit plans (e.g., the Company’s 401(k) plan and any other plans or programs) will end immediately on the Separation Date.
3. (a) In addition to the above payments, you will receive a payment in the amount of $3,000,000, less applicable tax and payroll withholdings, of which (i) $1,500,000 shall be payable in a lump sum within fifteen (15) days after the Effective Date (as defined in paragraph 17), and (ii) the remaining $1,500,000 shall be payable in a lump sum within fifteen (15) days after the nine (9)-month anniversary of the Effective Date, in each case subject to your compliance with the terms
and conditions of this letter agreement, including, without limitation, the Continuing Obligations and Continuing Agreements.
(b) Notwithstanding any other provision hereof, as a condition to the Company’s payment to you of the amounts in this paragraph 3, you shall be required to (x) timely execute within the time period set forth in paragraph 17, return to the Company, and not revoke within the Revocation Period (as defined in paragraph 17), this letter agreement agreeing to its terms, including the general release of claims contained in paragraph 7(a), and (y) remain in continued compliance with all of the terms and conditions set forth in this letter agreement (including, without limitation, paragraphs 4, 5, 6, 7, and 11 hereof).
(c) You expressly acknowledge and agree that the amount paid to you as set forth in this paragraph 3 is the sole separation or severance pay or benefit that you are eligible to receive under any agreements, plans, or arrangements with, or sponsored by, the Company or its affiliates (including, without limitation, the Employment Agreement, the CVR Energy, Inc. Change in Control and Severance Plan, effective as of September 13, 2018, the CVR Energy, Inc. 2007 Long-Term Incentive Plan, and the CVR Partners, L.P. 2025 Long-Term Incentive Plan), other than as otherwise expressly provided in paragraph 1 above, and except for any continuation coverage for which you may be eligible (at your sole cost and expense) under the health benefit plans of the Company or any of its affiliates pursuant to the federal law known as “COBRA” (and any similar applicable state law) and any accrued and vested benefits under any tax-qualified retirement plan of the Company or any of its affiliates in accordance with its terms and conditions.
4. (a) You agree to keep confidential and not to, directly or indirectly, publish, post on your own, or disclose to any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, media personalities, and the like, all confidential information relating to Carl Icahn and his family, Icahn Enterprises L.P. (“IEP”), the Company and its subsidiaries and affiliates, related, parent, and subsidiary companies, and each of their officers, directors, employees, and clients, learned in the course of your employment with the Company or any of its subsidiaries or affiliates (except to the extent compelled pursuant to the order of a court or other body having jurisdiction over such matter or based upon the advice of counsel that such disclosure is legally required). Confidential information includes all secret or confidential information, knowledge, or data, including, without limitation, trade secrets, sources of supplies and materials, customer lists and their identity, customer information, designs, production and design techniques and methods, identity of investments, identity of contemplated investments, business opportunities, valuation models and methodologies, processes, technologies, and any intellectual property relating to the business of IEP, the Company or its subsidiaries or affiliates, related, parent, or subsidiary companies and their respective businesses, and any personal information related to Carl Icahn and his family. Without limitation of the foregoing, you further agree not to write a book or article about any Released Party (as defined below), Carl Icahn, his family members, or any of the respective affiliates of any of the foregoing, in any media, and not to publish or cause to be published in any media any confidential information of any of the foregoing.
(b) Nothing in this letter agreement prohibits you from reporting any possible violations of federal law or regulation to any government agency or entity, including but not limited to the Department of Justice and the Securities and Exchange Commission, from making any other disclosures that are protected under the whistleblower provisions of federal law or regulation, or
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from exercising any protected rights you may have under Section 7 of the National Labor Relations Act. You are not required to notify the Company that you will make or have made such reports or disclosures. Non-compliance with the non-disclosure provisions of this letter agreement shall not subject you to criminal or civil liability under any Federal or State trade secret law for the disclosure of a Company trade secret if the disclosure is made: (i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney in confidence solely for the purpose of reporting or investigating a suspected violation of law; (ii) in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or (iii) to an attorney representing you in a lawsuit for retaliation by the Company for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and you do not disclose the trade secret, except pursuant to court order.
(c) Furthermore, you agree not to disparage, or encourage or induce others to disparage, Carl Icahn and his family, IEP, the Company and its subsidiaries or affiliates, related, parent, and subsidiary companies, and each of their officers, directors, employees, and clients, with any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, media personalities, and the like. The Company will not, and will instruct its current directors and executive officers not to, disparage, or encourage or induce others to disparage, you with any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, media personalities, and the like. Notwithstanding the foregoing, neither the Company nor you shall be required to, or instruct anyone to, take any action that would violate applicable law or limit, restrict, or interfere with the rights or obligations of any such director or executive officer under any employment agreement, policy, plan, or applicable law, including, without limitation, the any applicable right to (A) respond to any inquiry or provide information to any governmental, regulatory, or self-regulatory authority, (B) participate in any investigation, hearing, or proceeding conducted by any such authority, (C) testify truthfully in any legal, administrative, or arbitral proceeding pursuant to subpoena or other legal process, (D) exercise any rights under any whistleblower or other protective statute, (E) make non-public internal statements relating to current Company operations in good faith in the performance of such director’s or executive officer’s duties or fiduciary obligations, or (F) make any disclosure required by applicable law or regulation; and provided that the Company shall have no liability for any statement made by any such director or executive officer that is not made at the express direction of, or on behalf of, the Company. For purposes of this letter agreement, the term “disparage” includes, without limitation, comments or statements on the internet, to the press and/or media, to any Released Party or to any individual or entity with whom you or any of the Released Parties, as applicable, have a business relationship which would adversely affect in any manner (i) the conduct of the business of you or any of the Released Parties, as applicable (including, without limitation, any business plans or prospects) or (ii) the business reputation of you or any of the Released Parties, as applicable. In furtherance of the foregoing, you agree that upon and following the Separation Date, the sole and only statement you will make to any person or entity (other than to Carl Icahn and his family) about or concerning any or all of Carl Icahn, his family members, and the Released Parties, or any of their respective affiliates, is to acknowledge that you were employed by the Company and its subsidiaries, the dates of such employment, the general scope of your activities in accordance with the terms of this letter agreement, and the titles that you held. For the avoidance of doubt, you agree not to make any statements regarding the business affairs, processes, or activities of the Released Parties, including regarding your separation of employment. You and the Company
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acknowledge and agree that the press release to be made by the Company in connection with your departure has been mutually agreed upon.
5. You acknowledge and agree that you are bound, and will continue to remain bound, by post-employment obligations and restrictions set forth in Section 4 of the Employment Agreement,; provided, that solely for purposes of Section 4.2 and Section 4.4 of the Employment Agreement, the Restriction Period (as defined in the Employment Agreement) shall be nine (9) months, instead of eighteen (18) months; provided, further, that in addition to the foregoing obligations, you acknowledge and agree that, for a period of three (3) years following the Separation Date, you shall not, directly or indirectly, for yourself or on behalf of, in concert with, or for the benefit of any other person or entity, circumvent, or attempt to circumvent, the Company’s or any of its affiliates’ evaluation, pursuit, negotiation, consummation, or implementation of any business combination, acquisition or other strategic transaction identified as under consideration by the Company or any of its affiliates as of the Separation Date including by (A) taking any action that interferes with, impedes, frustrates, delays, discourages, or otherwise adversely affects such efforts, or (B) pursuing, soliciting, negotiating or otherwise participating in any effort to consummate such transaction for yourself or any other person or entity, but it being understood and agreed that ordinary course competitive activity in the course of any future employment or business matter that does not relate to such a transaction shall not in and of itself constitute circumvention or an attempted circumvention (collectively, the “Continuing Obligations”). For the avoidance of doubt, to the extent any obligation set forth in paragraph 4 herein conflicts with or is duplicative of any obligation under Section 4.1 of the Employment Agreement, the terms of this letter agreement shall govern and control. Following the Separation Date, the Continuing Obligations will remain in full force and effect in accordance with their terms. This letter agreement is not intended to modify but rather is intended to supplement the following agreements entered into between you and the Company and its affiliates, which remain in full force and effect: (i) Indemnification Agreement by and between you and the Company, dated as of November 3, 2021; (ii) Indemnification Agreement by and between you and UAN, dated as of November 3, 2021; (iii) the Company Insider Trading Policy; (iv) the UAN Insider Trading Policy; (v) the Company Policy for the Recovery of Erroneously Awarded Compensation; and (vi) the UAN Policy for the Recovery of Erroneously Awarded Compensation (collectively, the “Continuing Agreements”).
You agree and acknowledge that the Continuing Obligations and the restrictive covenants set forth in paragraph 4 (including, without limitation, the confidentiality, non-disparagement, non-solicitation and non-competition provisions) are reasonable as to duration, terms, and geographical area and that they protect the legitimate interests of the Company and its affiliates and subsidiaries, impose no undue hardship on you, are not injurious to the public, and that any violation of these provisions shall be specifically enforceable in any court with jurisdiction upon short notice. You agree and acknowledge that any breach of these provisions shall cause irreparable injury to the Company and its affiliates and subsidiaries and upon breach of any such provision, the Company and/or its affiliates and subsidiaries shall be entitled to obtain injunctive relief, specific performance, or other equitable relief or pursue any remedies or relief available to them in law or equity (including, without limitation, monetary damages). If any of the provisions of the Continuing Obligations or paragraph 4 above are adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other circumstance or the validity or enforceability of any other provision set forth herein. If the scope of any provision (or any part thereof) is too broad to permit enforcement to its fullest extent, you agree that the court making such determination shall have the power to reduce the duration, area, and/or other aspects of the
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provision to the extent necessary to permit enforcement, and, in its reduced form, such provision shall then be enforceable and shall be enforced.
6. Within ten (10) days of your Separation Date, you will return to the Company any and all property, tangible or intangible, relating to its business or the business of its parent companies, subsidiaries, affiliates, and related entities, including any and all property of IEP, which you possessed or had control over at any time, including but not limited to Company-provided cell phones, keys, smartphones, personal computers, credit cards, building access cards, computer equipment, files, documents, and software. You agree that all processes, technologies, and inventions, including new contributions, improvements, ideas, discoveries, agreements, contracts, trademarks, or trade names conceived, developed, invented, made, or found by you alone or with other employees during the period of your employment by the Company shall remain property of the Company.
7. (a) By signing this letter agreement, except as to the claims and rights referred to in paragraphs 7(b) and 7(c) below, in consideration of the payments provided for in paragraph 3, and other terms of this letter agreement, you voluntarily and knowingly release and forever discharge IEP and the Company, and each of their respective subsidiaries, parent, affiliates, and related entities, and each of their employee benefit plans, and each of their shareholders, partners, directors, members, officers, employees, trustees, administrators, fiduciaries, and agents, and each of their successors and assigns (each a “Released Party” and collectively, the “Released Parties”), from any and all claims, demands, causes of action, obligations, damages, and liabilities of whatever kind, in law or equity, by statute or otherwise (all collectively referred to as “Claims”), that can be waived, whether known or unknown, asserted or unasserted, arising out of or relating directly or indirectly in any way to your employment or termination of employment or the terms and conditions of your employment with the Company or any parent, subsidiary, affiliated, or related entity, including but not limited to (i) Claims of discrimination, harassment, retaliation, or failure to accommodate under any federal, state, or local law, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Americans with Disabilities Act, the Equal Pay Act, the Older Workers Benefits Protection Act, and the Genetic Information Non-Discrimination Act (as any such law was enacted or amended); (ii) Claims under the Immigration Reform and Control Act; (iii) Claims under the Uniformed Services Employment and Reemployment Rights Act; (iv) Claims under the Employee Retirement Income Security Act of 1974 (excluding claims for vested benefits as set forth in paragraph 7(b) below); (v) Claims regarding leaves of absence, including, but not limited to, Claims under the Family and Medical Leave Act; (vi) Claims under the National Labor Relations Act; (vii) Claims under the Sarbanes-Oxley Act or the Dodd-Frank Act; (viii) Claims under the Texas Commission on Human Rights Act (Tex. Lab. Code Ann. §§ 21.001 et seq.); Texas Workers’ Compensation Retaliation Law (Tex. Lab. Code Ann. § 451.001); Payment of Wages Law (Tex. Lab. Code Ann. §§ 61.001 et seq.); Texas Minimum Wage Law (Tex. Lab. Code Ann. §§ 62.051 et seq.); Texas Communicable Disease Prevention and Control Act (Tex. Health & Safety Code Ann. §§ 81.001 et seq.); Jury Duty and Court Attendance Leave Law (Tex. Civ. Prac. & Rem. Code Ann. §§ 122.001 et seq.); Witness Leave Law (Tex. Lab. Code Ann. § 52.051); Emergency Evacuation Leave Law (Tex. Lab. Code Ann. § 22.002); Military Leave Law (Tex. Gov’t Code Ann. § 437.204.); Texas Blacklisting Law (Tex. Lab. Code Ann. § 52.031); Oklahoma Anti-Discrimination Act (Okla. Stat. tit. 25, § 1101 to 1605); Oklahoma Standards for Workplace Drug and Alcohol Testing Act (Okla. Stat. tit. 40, §§ 551 et seq.); Oklahoma Minimum Wage Act (Okla. Stat. tit. 40, §§ 197.1 et seq.); Oklahoma Wage Payment Law (Okla. Stat. tit. 40, § 165.1 to 165.9); Anti-retaliation provisions of the
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Oklahoma Administrative Workers’ Compensation Act (Okla. Stat. tit. 85A, § 7); Medical Marijuana and Patient Protection Act (Okla. Stat. tit. 63, § 427.8); Jury Duty Leave Law (Okla. Stat. tit. 38, §§ 34, 35); Military Leave Law (Okla. Stat. tit. 72, §§ 47, 48.1); Social Media Privacy Law (Okla. Stat. tit. 40, § 173.2), all as amended and similar local, state and federal laws; (ix) Claims for breach of contract (express or implied), retaliation, wrongful discharge, detrimental reliance, invasion of privacy, defamation, emotional distress or compensatory and/or punitive damages; (x) Claims for attorneys’ fees, costs, disbursements and/or the like; and (xi) Claims under any severance plan, policy, or program of the Company, including any claims for severance pay, termination pay, or similar type of payment. By signing below, you also acknowledge that you cannot benefit monetarily or obtain other personal relief from any Claims released in this paragraph 7(a) and that you have waived any right to equitable relief that may have been available to you (including, without limitation, reinstatement) with respect to any Claim waived in this paragraph 7(a). Your signature below acknowledges the fact that you are receiving payments to which you would otherwise not be entitled, that it is sufficient consideration for the waiver of Claims herein, and that after the Separation Date you will not be entitled to receive any other payments or benefits from the Company apart from the payments and benefits described in this letter agreement.
(b) By signing this letter agreement, you are not releasing claims that arise after you sign this letter agreement; claims to enforce this letter agreement; claims relating to the enforceability, meaning, or effect of this letter agreement; claims or rights you may have to workers’ compensation or unemployment benefits; claims for continuation coverage for which you may be eligible (at your sole cost and expense) under the health benefit plans of the Company or any of its affiliates pursuant to the federal law known as “COBRA” (and any similar applicable state law); claims for any accrued and vested benefits under any tax-qualified retirement plan of the Company or any of its affiliates in accordance with its terms and conditions; claims for rights to advancement or indemnification that you are eligible to receive pursuant to any directors’ and officers’ indemnification insurance policy, the indemnification agreements constituting part of the Continuing Agreements and/or the governing documents of the Company and its subsidiaries, in each case in accordance with their respective terms; and/or claims or rights which cannot be waived by private agreement.
(c) Additionally, by signing this letter agreement, you are not waiving your right to file a charge with, or participate in an investigation conducted by, any governmental agency, including, without limitation, the United States Equal Employment Opportunity Commission (EEOC). Nevertheless, as set forth in paragraph 7(a) above, you acknowledge that you cannot benefit monetarily or obtain damages or equitable relief of any kind from or through any such charge or any action commenced by a government agency or third party with respect to claims waived in paragraph 7(a), except that this paragraph shall not be construed as preventing you from receiving a monetary award from a government agency (that is not paid or payable by the Company or its subsidiaries or affiliates) in connection with information provided to, or participating in an investigation by, such government agency.
8. You agree that, once the Company complies with paragraph 1 of this letter agreement, you have been paid and/or received all leave (paid or unpaid), compensation, wages, bonuses, severance or termination pay, commissions, notice period, and/or benefits to which you may have been entitled, and that no other remuneration or benefits are due to you, except as set forth in this letter agreement. You affirm that you have had no known workplace injuries or occupational diseases.
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You also represent that you have disclosed to the Company any information you have concerning any fraudulent or unlawful conduct involving the Released Parties.
9. You agree to refrain from initiating or participating in, or from inducing or encouraging others from initiating or participating in, any lawsuit or arbitration of any kind against the Released Parties relating to the claims covered by the release in paragraph 7, except as set forth in this letter agreement, including but not limited to paragraph 4(b) above. You hereby irrevocably and unconditionally waive and relinquish any right to seek or recover any individual relief (including any money damages, reinstatement or other legal or equitable relief) for or on account of any of the claims covered by the release in paragraph 7 through any complaint, lawsuit, or other proceeding, whether commenced or maintained by you or by any other person or entity anywhere in the world, subject to paragraph 4(b) above.
10. You represent and warrant that, during the course of your employment with the Company, you did not engage in any act of fraud, embezzlement, misappropriation, willful misconduct, or malfeasance, against the Company or any of its affiliates, and that you do not have actual knowledge of any facts or circumstances that would give rise to any claim or allegation of such conduct. You acknowledge that the Company is entering into this letter agreement in reliance upon the foregoing representation.
11. You agree to cooperate with and make yourself readily available to the Company, IEP and their respective affiliates, and the General Counsel (or equivalent position) and/or external legal counsel to each such entity, as the Company and/or IEP may reasonably request, to assist each such entity in any matter regarding such entity, including giving truthful testimony in any litigation, potential litigation or any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings involving such entity over which you have knowledge, experience or information. You acknowledge that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on behalf of such entities. The Company and/or IEP or such other entity, as applicable, shall reimburse any reasonable, out-of-pocket expenses incurred by you as a consequence of complying with your obligations under this clause, subject to your providing applicable invoices or other receipts or documentation evidencing such expenses that is satisfactory to the Company.
12. The Company represents and warrants that, as of the date of this letter agreement, (a) none of its current directors or executive officers has actual knowledge of any facts or circumstances that would give rise to a claim by the Company or any of its affiliates against you for Cause (as defined in the Employment Agreement or breach of any agreement between you and the Company or any of its affiliates fraud, embezzlement, misappropriation, willful misconduct, or malfeasance, and (b) none of its current directors or executive officers has actual knowledge of any pending or threatened investigation, audit, or inquiry by any governmental authority concerning your conduct during your employment with the Company or any of its affiliates. The Company acknowledges that you are entering into this letter agreement in reliance upon the foregoing representation.
13. This letter agreement contains the entire understanding between you and the Company with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings, whether written or oral, between or among you, the Company or any of its parent companies, subsidiaries, affiliates and related entities, including the Employment Agreement
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(other than the Continuing Obligations and the Continuing Agreements referred to in paragraph 5 above, which shall remain in full force and effect following your Separation Date according to their terms) and, except as expressly provided herein, you hereby waive any and all rights under the Employment Agreement.
14. The making of this letter agreement is not intended, and shall not be construed, as an admission that the Company or any of the Released Parties has violated any federal, state, or local law (statutory or decisional), ordinance, or regulation, breached any contract, or committed any wrongdoing whatsoever against you or otherwise.
15. This letter agreement (a) is governed by the laws of the State of Texas applicable to agreements made and to be performed wholly within such state, and as such will be construed under and in accordance with the laws of the State of Texas without regard to conflicts of law, and (b) may not be modified unless evidenced by a writing signed by yourself and an authorized representative of the Company.
16. EACH OF THE PARTIES TO THIS LETTER AGREEMENT EXPRESSLY WAIVE THEIR RESPECTIVE RIGHT TO A JURY TRIAL.
17. You may accept this letter agreement by signing it and inserting the date of signature in the space provided on or before the twenty-first (21st) day after your receipt of this letter agreement (but no earlier than your Separation Date) and delivering this signed letter agreement to Melissa M. Buhrig, Executive Vice President, Chief Legal Officer, CVR Energy, Inc. 2277 Plaza Drive, Suite 500, Sugar Land, TX 77479, mmbuhrig@cvrenergy.com and LegalServices@CVREnergy.com. After signing this letter agreement and delivering it as set forth above, you will have seven days to revoke your decision (the “Revocation Period”). You may exercise your right to revoke your decision by sending written notice of revocation to Ms. Buhrig, as set forth above. Such notice must be postmarked (if by letter) or received (if by email) by the close of business on the seventh day after you sign this letter agreement. Provided you do not timely revoke your decision to sign this letter agreement, this letter agreement will become effective on the eighth day after you sign it (the “Effective Date”). In the event you do not timely accept and execute this letter agreement, or you revoke this letter agreement as set forth above, this letter agreement, including, without limitation, the obligation of the Company to provide the payments set forth in paragraph 3, shall be deemed automatically null and void. You are advised to speak with an attorney before signing this letter agreement.
18. If any paragraph or part or subpart of any paragraph in this letter agreement or the application thereof is construed to be overbroad and/or unenforceable, then the court making such determination shall have the authority to narrow the paragraph or part or subpart of the paragraph as necessary to make it enforceable and the paragraph or part or subpart of the paragraph shall then be enforceable in its/their narrowed form. Moreover, each paragraph or part or subpart of each paragraph in this letter agreement is independent of and severable (separate) from each other. In the event that any paragraph or part or subpart of any paragraph in this letter agreement is determined to be legally invalid or unenforceable by a court and is not modified by a court to be enforceable, the affected paragraph or part or subpart of such paragraph shall be stricken from the letter agreement, and the remaining paragraphs or parts or subparts of such paragraphs of this letter agreement shall remain in full force and effect.
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19. Nothing in this letter agreement is intended to or shall be construed to preclude you from providing truthful information about your employment or this letter agreement to any government agency or in any sworn testimony.
20. By signing this letter agreement, you agree that you: (i) have carefully read this letter agreement in its entirety; (ii) are signing it voluntarily of your own free will; (iii) have had at least twenty-one (21) days within which to consider its terms; (iv) are hereby advised by the Company to consult with an attorney of your choosing in connection with your decision whether to accept this letter agreement; (v) fully understand the significance of all of the terms and conditions of this letter agreement and have discussed them with an attorney of your choice, or have had a reasonable opportunity to do so; and (vi) agree to abide by all of the terms and conditions contained herein.
21. All payments and benefits pursuant to this letter agreement are subject to all withholding and other applicable deductions as required or authorized by applicable law. It is intended that payments and benefits pursuant to this letter agreement shall be exempt from, or compliant with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and all applicable regulations and guidance promulgated thereunder (“Section 409A”), and this letter agreement shall be interpreted and construed in accordance with the foregoing. For purposes of Section 409A, each payment (including any payment or installment in a series of payments or installments) shall be treated as a “separate payment.” Any payment or benefit to be paid or provided upon your termination of employment (or term of similar meaning) shall only be made upon a “separation from service” within the meaning of Section 409A to the extent necessary to avoid the imposition of additional taxes, penalties, or interest pursuant to Section 409A. Reimbursement of any expenses that are taxable to you shall be paid as promptly as practicable following your providing appropriate itemization and substantiation of expenses incurred, and in all events on or before the last day of your taxable year following the taxable year in which the related expense was incurred. Reimbursements under this letter agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that you receive in one taxable year shall not affect the amount of such benefits or reimbursements that you receive in any other taxable year. Notwithstanding anything to the contrary in this letter agreement, in no event shall the Company or any of its affiliates (or any other Released Party) be liable for any additional taxes, interest, or penalties imposed on you pursuant to Section 409A, all of which shall be your sole and exclusive responsibility.
[signature page follows]
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Sincerely,
CVR ENERGY, INC.
| By: | /s/ Melissa M. Buhrig | ||||
| Name: Melissa M. Buhrig | |||||
| Its: Executive Vice President, Chief Legal Officer | |||||
Understood and Agreed to by:
| /s/ Mark A. Pytosh | |||||
| Mark A. Pytosh | |||||
| Date executed: | June 22, 2026 | ||||
(not to be executed prior to Separation Date)
Exhibit 10.2
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of June 22, 2026, and effective as of June 18, 2026 (the “Effective Date”), is entered into by and between CVR Energy, Inc., a Delaware corporation (the “Company”), and Dane J. Neumann (the “Executive”).
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, either directly or through one of its wholly-owned Subsidiaries, agrees to continue to employ the Executive, and the Executive agrees to continued employment with the Company, in each case pursuant to this Employment Agreement, unless terminated earlier in accordance with Section 3 hereof, for a period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Initial Term”), provided that the term shall automatically renew for subsequent one (1)-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”), unless either party provides the other party with no fewer than six (6) months written notice of non-renewal.
1.2. Duties. During the Term, the Executive shall serve as Chief Executive Officer and President of the Company and in such other or additional positions as an officer or director of the Company, and of such direct or indirect affiliates of the Company, including, without limitation, CVR Partners, LP (“UAN” and, collectively, the “Affiliates”) as the Executive and the board of directors of the Company (the “Board”) mutually agree from time to time. As of the Effective Date, the Executive shall also serve as the President and Chief Executive Officer of the general partner of UAN. 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 or the board of directors of the general partner of UAN (the “UAN GP Board”). The Executive shall be employed in the State of Texas at the Company’s headquarters during the Term.
1.3. Exclusivity. During the Term, the Executive shall (i) devote substantially all of his professional time and attention to the business and affairs of the Company and its Affiliates, (ii) to the best of his abilities, faithfully serve the Company and its Affiliates, (iii) in all material respects conform to and comply with the lawful and reasonable directions and instructions given to the Executive by the Board, consistent with Section 1.2 hereof, (iv) use the Executive’s best efforts to advance, promote and serve the interests of the Company and its Affiliates, (v) comply with all of the policies of the Company and its Affiliates (including, without limitation, such policies with respect to legal compliance, conflicts of interest, confidentiality and business ethics, as are from time to time in effect), and (vi) except as otherwise permitted herein, 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 (a) investing the 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 or (b) serving on the board of directors of one or more companies, family-related businesses or charitable or non-profit organizations; provided such service does not materially conflict with the Executive’s duties and obligations to the Company and such service is approved by the chairman of the Board and/or the UAN GP Board, as applicable.
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 $800,000 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 (but not downward) by the Compensation Committee (the “Compensation Committee”) of the Board (or such other duly authorized committee thereof) in its sole and absolute 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”) with a target award equal to 150% of the Executive’s Base Salary (the “Bonus Target”). The Annual Bonus will be subject to all of the terms and conditions of the applicable bonus plan, and consistent with this Employment Agreement. The actual Annual Bonus payouts will be based on achievement of the individual and/or Company performance criteria established for the applicable fiscal year by the Compensation Committee in its sole and absolute discretion. The Annual Bonus (or any pro-rated portion thereof), if any, payable to the Executive for a fiscal year will be paid by the Company to the Executive in the immediately succeeding fiscal year only after the completion of the audit of the Company’s consolidated financial statements and filing of the Company’s Annual Report on Form 10-K with respect to such fiscal year and, only after the Compensation Committee, in its sole and absolute discretion, has approved the final achievement level and payout. Except with respect to any Actual Pro-Rata Bonus or Target Pro-Rata Bonus the Executive becomes entitled to herein pursuant to Section 3.2(b) or Section 3.2(c), the Executive must be actively employed through the last day of the fiscal year during the Term in which the Annual Bonus was earned to be eligible for an Annual Bonus payment. Notwithstanding the foregoing, the Executive’s Annual Bonus for fiscal year 2026 shall be determined in accordance with the Company’s standard process for promotions, taking into account the Executive’s base salary in effect prior to the Effective Date.
2.3. Employee Benefits. During the Term, the Executive shall be eligible to participate in such 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 and subject to the terms and conditions of any such plans and programs.
2.4. Paid Time Off. During the Term, the Executive shall be entitled to twenty-seven (27) days of paid time off (“PTO”) each year.
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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 the 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. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Employment Agreement does not constitute a “deferral of compensation” within the meaning of Section 409A of the Code and the Treasury regulations and other guidance issued thereunder, any expense or reimbursement described in this Employment Agreement shall meet the following requirements: (i) the amount of expenses eligible for reimbursement provided to the Executive during any calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year; (ii) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred; (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (iv) the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses.
2.6. Long-Term Incentive Awards. For each fiscal year during the Term, the Company shall grant to the Executive an award (each, an “LTIP Award” and collectively, the “LTIP Awards”) under or in connection with the Company’s Third Amended and Restated 2007 Long Term Incentive Plan, or its successor (the “2007 LTIP”), with an aggregate annual target award opportunity of 150% of the Executive’s Base Salary. These LTIP Awards will be granted on the form of LTIP Award agreement applicable to other executive officers of the Company as may be approved by the Compensation Committee from time to time. In addition, on or promptly following the Effective Date, the Company shall grant to the Executive a one-time award of Performance Share Units under the 2007 LTIP (the “PSU Award”), subject to the terms and conditions of the award agreement attached hereto as Exhibit A.
2.7 Allocation of Compensation. Notwithstanding anything herein to the contrary, the Company may allocate compensation paid to the Executive pursuant to this Employment Agreement amongst the Company, UAN, and any other IEP entity in its sole and absolute discretion. For the avoidance of doubt, the Executive shall cooperate in good faith to assist with any such allocation, as may be requested by the Company 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 upon not less than thirty (30) days’ notice to the Executive (other than for Cause, which may be at any time in accordance with the definition thereof set forth on Appendix A), and the Executive may voluntarily resign the Executive’s employment for any reason during the Term upon not less than six (6) months’ prior written notice to the Company (other than a resignation by the Executive for Good Reason, which may be at any time in accordance with the definition thereof set forth on Appendix A).
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Upon the termination or resignation 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 or resignation, any unused accrued PTO, any unreimbursed expenses in accordance with Section 2.5 hereof, any accrued and vested benefits under any Company sponsored employee benefits plans payable in accordance with the terms and conditions of such plans, and, solely with respect to the Executive’s termination of employment in accordance with Section 3.2(b), (c) or (d), any earned but unpaid Annual Bonus for completed fiscal years (collectively, the “Accrued Amounts”).
3.2. Certain Terminations.
(a) Termination by the Company For Cause, Resignation without Good Reason without Satisfaction of the Resignation Notice Requirement, or Non-Renewal of the Term. If during the Term the Executive’s employment is terminated (i) by the Company for Cause, (ii) due to the Executive’s resignation without Good Reason and without the Executive satisfying the Resignation Notice Requirement, or (iii) due to the non-renewal of the Term by either party in accordance with Section 1.1, the Executive shall be entitled to the Accrued Amounts and no other amounts. For purposes of this Employment Agreement, the “Resignation Notice Requirement” means the Executive resigning without Good Reason and providing notice that is equal to the lesser of (x) six (6) months and (y) such other period as may be agreed to by the Compensation Committee in its sole and absolute discretion.
(b) Termination by the Company without Cause or Resignation with Good Reason. If the Executive’s employment is terminated (i) by the Company without Cause or (ii) due to the Executive’s resignation for Good Reason (each, a “Qualifying Termination”), then in addition to the Accrued Amounts, the Executive shall be entitled to (collectively, the “Severance Payments”):
(i) subject to Section 3.2(b)(iv), an amount in cash equal to one and one-half (1.5) times the sum of (A) twelve (12) months of the Executive’s Base Salary, at the rate in effect immediately prior to the date of termination or resignation (or, in the case of a resignation for Good Reason, at the rate in effect immediately prior to the occurrence of the event constituting Good Reason, if greater) and (B) the average of the annual bonuses actually paid to the Executive during the three (3) calendar years immediately preceding the date of termination, payable in substantially equal installments in accordance with the Company’s standard payroll policies over the eighteen (18)-month period following the date of termination or resignation, provided, that no such payments shall commence unless and until the Executive has satisfied the Release Requirement (as defined below) in accordance with this Section 3.2(b), provided, further that the first installment of the Severance Payments shall be made on the Company’s first payroll date following the sixtieth (60th) day after the date of termination, together with all installments of the foregoing that would have been paid prior to such date, absent this proviso,
(ii) subject to Section 3.2(b)(iv), an Annual Bonus payment for the fiscal year of termination, equal to the product of (x) the actual Annual
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Bonus that would have otherwise been earned for the year of such termination, based on achievement of the individual and/or corporate performance criteria established for such fiscal year by the Compensation Committee (in its sole and absolute discretion), multiplied by (y) a fraction, the numerator of which is the number of completed months during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is twelve (12) (an “Actual Pro-Rata Bonus”), which Actual Pro-Rata Bonus, if any, shall be payable by the Company to the Executive in the immediately succeeding fiscal year only after the completion of the audit of the Company’s consolidated financial statements and filing of the Company’s Annual Report on Form 10-K with respect to such fiscal year of termination and only after the Compensation Committee, in its sole and absolute discretion, has approved the final achievement level and payout,
(iii) accelerated vesting as to 100% of the unvested portion of any then-outstanding Incentive / Phantom Unit Awards (as defined on Appendix A), held by the Executive on the date of termination, with the payout value calculated based on the average closing price per share of the underlying unit for the twenty (20) business days preceding the date of termination, provided, however, that any Incentive / Phantom Unit Awards that vest (in whole or in part) upon the achievement of performance goals, shall vest as if the target level of performance had been achieved, with any such payment payable in a lump sum on the Company’s first payroll date following the sixtieth (60th) day after the date of termination (“Accelerated LTIP Vesting”), and
(iv) without duplication, if the Executive experiences a Qualifying Termination during the Change in Control Period (as defined on Appendix A), the Severance Payments pursuant to Sections 3.2(b)(i) and 3.2(b)(ii), shall be payable in a lump sum on the Company’s first payroll date following the sixtieth (60th) day after the later to occur of (x) the date of termination and (y) the date of the consummation of a Change in Control (the “Lump Sum Payment”), provided, that if Executive experiences a Qualifying Termination during the Change in Control Period prior to the consummation of a Change in Control, the Lump Sum Payment shall be reduced by any portion of the Severance Payments that the Executive received prior to the consummation of such Change in Control.
The Company’s obligations to make the Severance Payments shall be conditioned upon: (i) the Executive’s continued compliance with the Executive’s obligations under Section 4 of this Employment Agreement and (ii) the Executive’s timely execution, delivery and non-revocation of a valid and enforceable release of claims arising in connection with the Executive’s employment and termination or resignation of employment with the Company (the “Release”) in a form reasonably acceptable to the Company and the Executive that becomes effective not later than forty-five (45) days after the date of such termination or resignation of employment (the “Release Requirement”). The Company shall provide the form of the Release to the Executive within five (5) days following the date of the Executive’s termination or resignation of employment. In the event that the Executive breaches any of the covenants set forth in Section 4
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of this Employment Agreement, the Executive shall immediately return to the Company any portion of the Severance Payments (to the extent applicable) that has been paid to the Executive pursuant to this Section 3.2(b) and shall no longer be entitled to the payments and entitlements under this Section 3.2(b).
(c) Resignation without Good Reason following Satisfaction of the Resignation Notice Requirement. If the Executive’s employment is terminated due to the Executive’s resignation without Good Reason and the Executive satisfies the Resignation Notice Requirement, in addition to the Accrued Amounts, the Executive shall be entitled to receive an amount in cash equal to the product of (x) the Bonus Target, multiplied by (y) a fraction, the numerator of which is the number of completed months during the fiscal year of termination that the Executive is employed by the Company and the denominator of which is twelve (12) (a “Target Pro-Rata Bonus”), payable in a lump sum on the Company’s first payroll date following the sixtieth (60th) day after the date of termination.
(d) Termination due to the Executive’s death or Disability. If the Executive’s employment is terminated due to the Executive’s death or Disability, in addition to the Accrued Amounts, the Executive shall be entitled to receive (i) a Target Pro-Rata Bonus and (ii) Accelerated LTIP Vesting, in each case, payable in a lump sum on the Company’s first payroll date following the sixtieth (60th) day after the date of termination.
(e) Section 409A. To the extent applicable, this Employment Agreement shall be interpreted, construed and operated in accordance with Section 409A of 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 the Executive at any time prior to the earlier of (a) the expiration of the six (6) month-period following the Executive’s separation from service, and (b) the Executive’s death, and any such amounts deferred during such period shall instead be paid in a lump sum to the Executive (or, if applicable, the Executive’s estate) on the first payroll payment date following expiration of such six (6) month-period or, if applicable, the Executive’s death. 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, resignation from employment or similar terms shall mean and be interpreted as a “separation from service” as defined in Treasury Regulation §1.409A-1(h). For purposes of applying Section 409A of the Code to this Employment Agreement (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that the Executive may be entitled to receive under this Employment Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment. Neither the Company nor any of its Affiliates shall be obligated to pay or otherwise gross-up the Executive for any federal, state, local or foreign taxes relating to or arising with respect to any benefits, compensation or payment made under this Employment Agreement.
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3.3. Exclusive Remedy. The foregoing payments upon termination or resignation of the Executive’s employment shall constitute the exclusive severance payments due the Executive upon a termination or resignation of the Executive’s employment under this Employment Agreement.
3.4. Resignation from All Positions. Upon the termination or resignation of the Executive’s employment with the Company for any reason, the Executive shall be deemed to have resigned, as of the date of such termination or resignation, 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 Subsidiaries. For the avoidance of doubt, no payments or entitlements shall be made or provided pursuant to Section 3.2(b) or Section 3.2(c), unless the Executive’s employment with the Company and each of its Affiliates, including, without limitation, UAN and any other IEP entity, is terminated.
3.5. Cooperation. Following the termination or resignation of the Executive’s employment with the Company for any reason and at all times thereafter, 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.
Section 4. Unauthorized Disclosure; Non-Competition; Non-Solicitation; Proprietary Rights.
4.1. Unauthorized Disclosure.
(a) During the Term and at all times thereafter, the Executive shall hold in a fiduciary capacity for the benefit of the Company and each of its Affiliates, all secret or confidential information, knowledge or data, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information and lists, software, trade secrets, sources of supplies and materials, designs, production and design techniques and methods, identity of investments, identity of contemplated investments, business opportunities, valuation models and methodologies, processes, technologies, and any other intellectual property relating to the business, or other information concerning the products, promotions, development, financing, expansion plans, business policies and practices, of the Company and each of its Affiliates, and their respective businesses, and other forms of information considered by the Company and its Affiliates to be confidential and in the nature of trade secrets (i) obtained by the Executive during the Executive’s employment by the Company or any of its Affiliates and/or during any period of time in which the Executive has access to email and/or information technology services from the Company, and (ii) not otherwise in the public domain (collectively, “Confidential Information”).
(b) The Executive also agrees to keep confidential and not to publish, post on his own or to disclose any personal information regarding any controlling Person of the Company (or any of its Affiliates), including, without limitation, Carl C. Icahn, or any of his Affiliates and their respective employees, and any member of the immediate family of any such Person (and all such personal information shall be deemed “Confidential Information”
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for the purposes of this Employment Agreement). The Executive shall not, without the prior written consent of the Company (acting at the direction of the Board): (i) except to the extent compelled pursuant to the order of a court or other body having jurisdiction over such matter or based upon the advice of counsel that such disclosure is legally required, communicate or divulge any Confidential Information to anyone other than the Company and those designated by the Company; or (ii) use any Confidential Information for any purpose other than the performance of his duties pursuant to this Employment Agreement. The Executive will assist the Company or its designee, at the Company’s expense, in obtaining a protective order, other appropriate remedy or other reliable assurance that confidential treatment will be accorded any Confidential Information disclosed pursuant to the terms of this Employment Agreement. The Executive agrees not to disparage the Company, its officers and directors, Mr. Icahn, any Related Parties, or any Affiliate of any of the foregoing, in each case during and/or after the Executive’s employment hereunder. Without limiting anything contained above, the Executive agrees and acknowledges that all personal and not otherwise public information about the Company and its Affiliates (including, without limitation, all information regarding IEP, Carl C. Icahn, Mr. Icahn’s family, and employees of the Company, IEP and their respective Affiliates) shall constitute Confidential Information for purposes of this Employment Agreement.
(c) Upon termination or resignation of the Executive’s employment with the Company, the Executive shall promptly return to the Company all property, keys, notes, 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 the Executive’s employment with the Company and related to such employment with the Company, and any copies thereof in the Executive’s (or capable of being reduced to the Executive’s) possession.
(d) The Executive further agrees not to write, contribute to, or assist any other person in writing or creating, a book, film, broadcast, article, blog or any other publication (whether in print, electronic or any other form) about or concerning, in whole or in part, the Company, IEP, Mr. Icahn and his family members or any of the respective Affiliates and subsidiaries of any of the foregoing (as applicable), in any media, and not to publish or cause to be published in any media, any Confidential Information, and further agrees to keep confidential and not to disclose to any third party, including, but not limited to, newspapers, authors, publicists, journalists, bloggers, gossip columnists, producers, directors, script writers, media personalities, and the like, in any and all media or communication methods, any Confidential Information. In furtherance of the foregoing, the Executive agrees that during the Term and following the termination of his employment with the Company, the sole and only disclosure or statement he will make about or concerning any or all of the Company, IEP, Mr. Icahn and his family members or any of the respective Affiliates and subsidiaries of any of the foregoing (as applicable) is to acknowledge that the Executive is or was employed by the Company (unless otherwise required by applicable law).
4.2. Non-Competition. By and in consideration of the Company’s entering into this Employment Agreement and the payments to be made and benefits to be provided by
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the Company hereunder, and in further consideration of the Executive’s exposure to the Confidential Information of the Company and its Affiliates, the Executive agrees that the Executive shall not, except as otherwise provided herein, during the Term and for eighteen (18) months following the termination of the Executive’s employment for any reason (the “Restriction Period”), directly or indirectly, own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a principal, agent, owner, stockholder, director, officer, consultant, advisor, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided, that in no event shall ownership of one percent (1%) or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), standing alone, be prohibited by this Section 4.2, so long as the Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a stockholder thereof. For purposes of this paragraph, “Restricted Enterprise” shall mean any Person that is actively engaged in any business which is either (i) in competition with the business of the Company or any of its Affiliates conducted during the preceding six (6) months (or following the Term, the six (6) months preceding the last day of the Term), or (ii) proposed to be conducted by the Company or any of its Affiliates in the Company’s or Affiliate’s business plan as in effect at that time (or following the Term, the business plan as in effect as of the last day of the Term). During the Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status. For the avoidance of doubt, (A) a Restricted Enterprise shall not include any Person or division thereof that is engaged in the business of supplying (but not refining) crude oil or natural gas and (B) if the Executive’s employment is terminated by the Company without Cause or this Employment Agreement expires upon or following the end of the Term, beginning ninety (90) days following the Executive’s last day of employment, the Executive may serve on the board of directors of a Restricted Enterprise.
4.3. Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly solicit (or assist any Person to solicit) for employment any person who is, or within six (6) months prior to the date of such solicitation was, an employee of the Company or any of its Affiliates; provided, however, that this Section 4.3 shall not prohibit the hiring of any individual as a result of the individual’s response to an advertisement in a publication of general circulation.
4.4. Non-Solicitation of Customers/Suppliers. During the Restriction Period, the Executive shall not, directly or indirectly, (i) solicit, interfere with or entice away from the Company or any of its Affiliates, any current supplier, customer or client, (ii) direct or solicit any current supplier, customer or client away from the Company or any of its Affiliates, or (iii) advise any Person not to do business with, or be employed by the Company or any of its Affiliates.
4.5. 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 Section 4.2, 4.3 or 4.4 hereof.
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4.6. Proprietary Rights. Any and all inventions, processes, know-how, technologies, trade-secrets information, intellectual property, 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 the 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 or its Affiliates (whether or not on the Company’s or any of its Affiliates’ time or with the use of the Company’s or any of its Affiliates’ facilities or materials) (the “Developments”) shall be the property of the Company or any of its Affiliates, as the case may be, and shall be promptly and fully disclosed by the Executive to the Company. 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 Affiliates, the Executive assigns all of the 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 Affiliates as the Executive’s employer. Whenever requested to do so by the Company, and without further compensation therefor, the Executive shall 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 the Developments, and shall be binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with the 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 the Executive holds as of the date hereof. If the Company is unable for any reason to obtain the Executive’s signature on any document needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company, its Affiliates, and their respective 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.
4.7. Protected Activity. Nothing in this Employment Agreement prohibits the Executive from reporting any possible violations of federal law or regulation to any government agency or entity, including but not limited to the Department of Justice and the Securities and Exchange Commission, or making any other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive is not required to notify the Company that he will make or has made such reports or disclosures. Non-compliance with the non-disclosure provisions of this Employment Agreement shall not subject the Executive to criminal or civil liability under any Federal or State trade secret law for the disclosure of a Company trade secret if the disclosure is made: (a) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney in confidence solely for the
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purpose of reporting or investigating a suspected violation of law; (b) in a complaint or other document filed in a lawsuit or other proceeding, provided that any complaint or document containing the trade secret is filed under seal; or (c) to an attorney representing the Executive in a lawsuit for retaliation by the Company for reporting a suspected violation of law or to use the trade secret information in that court proceeding, provided that any document containing the trade secret is filed under seal and the Executive does not disclose the trade secret, except pursuant to court order.
4.8. 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 paid by the Company back 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 the Executive’s material participation in the operation of such businesses.
Section 5. Representation.
The Executive acknowledges, covenants, agrees, warrants and represents that: (i) he is not a party to any contract, nor is he subject to, or bound by any commitment, restrictive covenant or agreement, order, judgment, decree, law, statute, ordinance, rule, regulation or other restriction of any kind or character, which either would or purports to, prevent or restrict him from entering into and performing his obligations under this Employment Agreement free of any limitations; (ii) he is free to enter into the arrangements contemplated herein; (iii) he is not subject to any agreement or obligation that would limit his ability to act on behalf of the Company or any of its Affiliates; (iv) the performance of his duties in respect thereof will not violate or conflict with any agreement or obligation to which he is subject; and (v) he has had an opportunity to consult with independent legal counsel regarding his rights and obligations under this Employment Agreement and that he fully understands the terms and conditions contained herein.
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.
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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 benefit of 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”) constitutes “parachute payments” (within the meaning of Section 280G of the Code), and if (ii) such aggregate Payments 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 (3) 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, solely to the extent applicable, 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, 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.
7.2. Determination of Amount of Reduction (if any). The determination of whether the Payments shall be reduced as provided in Section 7.1 hereof 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.
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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. Fees and Expenses. In the event of any dispute between the Company and the Executive arising under this Employment Agreement, the Company shall pay all reasonable legal fees and related expenses (including the costs of experts, evidence and counsel) incurred by the Executive in the event the Executive is the prevailing party in such dispute; provided, that, if it is determined that the Executive’s termination of employment was for Cause, the Executive shall not be entitled to any payment or reimbursement pursuant to this Section 8.2.
8.3. Indemnification. To the extent provided in the Company’s Certificate of Incorporation or Bylaws, as in effect from time to time, and subject to any separate agreement (if any) between the Company and the Executive regarding indemnification, 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. In addition, the Executive shall participate in directors and officers insurance, if any, maintained by the Company from time to time on the same terms and conditions as other senior executives or directors of the Company.
8.4. 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.
8.5. Payments Following Executive’s Death. Any amounts payable to the Executive pursuant to this Employment Agreement that remain unpaid at the Executive’s death shall be paid to the Executive’s estate or such trust as may be directed in writing in advance by the Executive.
8.6. 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
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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 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.
2277 Plaza Drive, Suite 500
Sugar Land, TX 77479
Attention: General Counsel
2277 Plaza Drive, Suite 500
Sugar Land, TX 77479
Attention: General Counsel
If to the Executive: the Executive’s last address reflected on the Company’s records,
or to such other address as either party shall have furnished to the other in writing in accordance herewith.
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 party hereto notice in the manner then set forth.
8.7. Governing Law. This Employment Agreement shall be governed and interpreted and the rights of the parties determined in accordance with the laws of the United States applicable thereto and the internal laws of the State of Texas without giving effect to the conflict of laws principles thereof. Any unresolved dispute arising out of this Employment Agreement shall be litigated solely in any court of competent jurisdiction in the State of Texas; provided, that the Company may elect to pursue a court action to seek injunctive relief in any court of competent jurisdiction to terminate the violation of its proprietary rights, including but not limited to trade secrets, copyrights or trademarks.
8.8. Waiver of Jury Trial. THE PARTIES HERETO AGREE TO WAIVE THE RIGHT TO A TRIAL BY JURY. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY THE EXECUTIVE, AND THE EXECUTIVE ACKNOWLEDGES THAT, EXCEPT FOR THE COMPANY’S AGREEMENT TO LIKEWISE WAIVE ITS RIGHTS TO A TRIAL BY JURY (WHICH THE COMPANY HEREBY MAKES), THE COMPANY HAS NOT MADE ANY REPRESENTATIONS OF FACTS TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. THE EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER AND AS EVIDENCE OF THIS FACT SIGNS THIS EMPLOYMENT AGREEMENT BELOW.
8.9. Severability. If any paragraph or part or subpart of any paragraph in this Employment Agreement or the application thereof is construed to be overbroad and/or unenforceable, then the court making such determination shall have the authority to narrow the paragraph or part or subpart of the paragraph as necessary to make it enforceable and the
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paragraph or part or subpart of the paragraph shall then be enforceable in its/their narrowed form. Moreover, each paragraph or part or subpart of each paragraph in this Employment Agreement is independent of and severable (separate) from each other. In the event that any paragraph or part or subpart of any paragraph in this Employment Agreement is determined to be legally invalid or unenforceable by a court and is not modified by a court to be enforceable, the affected paragraph or part or subpart of such paragraph shall be stricken from this Employment Agreement, and the remaining paragraphs or parts or subparts of such paragraphs of this Employment Agreement shall remain in full force and effect.
8.10. Entire Agreement. From and after the Effective Date, this Employment Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior representations, agreements and understandings, both written and oral, relating to any employment of the Executive by the Company or any of its Affiliates, including, without limitation, the Change in Control and Severance Plan Participation Agreement by and between the Executive and the Company.
8.11. 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.
8.12. Binding Effect. The terms of this Employment Agreement shall be binding upon the Executive, the Executive’s heirs, executors, assigns, administrators and legal representatives, and shall inure to the benefit of the Company and its successors and assigns, including, without limitation, any successor to all or substantially all of the business and/or assets of the Company.
8.13. 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.
8.14. 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) 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.
8.15. Company Actions. Any actions, approvals, decisions, or determinations to be made by the Company under this Employment Agreement shall be made by the 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 such officers of the
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Company, or committees of the Board, as the Board may expressly designate from time to time for such purpose.
8.16. Survival. All provisions of this Employment Agreement which by their terms contain continuing obligations shall survive termination of this Employment Agreement, including without limitation, the covenants, duties and obligations under Sections 3.2, 3.4, 3.5 and 4 hereof.
8.17. Assumption of Agreement By Successor. In the event of a Change in Control, the Company will request that any successor expressly assume and agree, pursuant to an appropriate written assumption agreement, to perform the Company’s obligations under this Employment Agreement in substantially the same manner and to substantially the same extent that the Company would be required to perform if no such Change in Control had taken place.
8.18. Definitions. In addition to the defined terms set forth throughout this Employment Agreement, the capitalized terms set forth on Appendix A shall have the respective meanings set forth thereon and are incorporated by reference into this Employment Agreement.
8.19. Clawback. Notwithstanding anything herein to the contrary, the Executive acknowledges and agrees that any compensation or benefits paid to the Executive shall be subject to the Company’s Policy for the Recovery of Erroneously Awarded Compensation or such similar policy adopted by the Company from time to time and in effect during the Term (the “Clawback Policy”) and the Executive shall take all action necessary or appropriate to comply with the Clawback Policy. Should a conflict exist between this Employment Agreement and the Clawback Policy, the Clawback Policy shall control.
[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/ Dane J. Neumann | /s/ Melissa M. Buhrig | |||||||||||||||||||||||||
| DANE J. NEUMANN | By: Melissa M. Buhrig Title: Executive Vice President, Chief Legal Officer | |||||||||||||||||||||||||
[Signature Page to Employment Agreement – D. Neumann]
APPENDIX A
Definitions
Definitions
“Affiliate” means any Person that a Person either directly or indirectly through one or more intermediaries is in common control with, is controlled by or controls, each within the meaning of the Securities Act of 1933, as amended.
“Cause” means that the Executive has engaged in any of the following: (i) willful failure of the Executive to perform substantially his duties (other than any such failure resulting from incapacity due to Disability); (ii) commission of, or indictment for, a felony or any crime involving fraud or embezzlement or dishonesty or conviction of, or plea of guilty or nolo contendere to a crime or misdemeanor (other than a traffic violation) punishable by imprisonment under federal, state or local law; (iii) engagement in an act of fraud or other act of willful dishonesty or misconduct, towards the Company or any Affiliate, or detrimental to the Company or any Affiliate, or in the performance of the Executive’s duties; (iv) negligence in the performance of the Executive’s employment duties that has a detrimental effect on the Company or any Affiliate; (v) violation of a federal or state securities law or regulation; (vi) the use of a controlled substance without a prescription or the use of alcohol which, in each case, significantly impairs the Executive’s ability to carry out his duties and responsibilities; (vii) material violation of the policies and procedures of the Company or any Affiliate; (viii) embezzlement and/or misappropriation of property of the Company or any Affiliate; (ix) conduct involving any immoral acts which is reasonably likely to impair the reputation of the Company or any Affiliate; or (x) material breach of the covenants set forth in Section 4 after written notice of such breach and failure by the Executive to cure such breach within ten (10) business days; provided, however, that no such notice of, nor opportunity to cure, such breach shall be required hereunder if the breach cannot be cured by the Executive.
“Change in Control” means the occurrence of any of the following:
(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Exchange Act), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than fifty percent (50%) of (i) the then-outstanding Shares or (ii) the combined voting power of the Company’s then-outstanding Voting Securities; provided, however, that in determining whether a Change in Control has occurred pursuant to this paragraph (a), the acquisition of Shares or Voting Securities in a Non-Control Acquisition (as hereinafter defined) shall not constitute a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any Subsidiary, (ii) the Company, any Principal Stockholder or any Subsidiary, or (iii) any Person in connection with a Non-Control Transaction (as hereinafter defined);
(b) The consummation of:
(i) A merger, consolidation or reorganization of a Person (x) with or into the Company or (y) in which securities of the Company are issued (a “Merger”), unless such Merger is a “Non-Control Transaction.” A “Non-Control Transaction” shall mean a Merger in which:
(A) the shareholders of the Company immediately before such Merger, or one or more Principal Stockholders, own directly or indirectly immediately following such Merger at least a majority of the combined voting power of the outstanding voting securities of (1) the corporation resulting from such Merger (the “Surviving Corporation”), if fifty percent (50%) or more of the combined voting power of the then outstanding voting securities by the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person (a “Parent Corporation”) or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation;
(B) the individuals who were members of the Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (1) the Surviving Corporation, if there is no Parent Corporation, or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; and
(C) no Person other than (1) the Company or another corporation that is a party to the agreement of Merger, (2) any Subsidiary, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to the Merger, was maintained by the Company or any Subsidiary, (4) any Person who, immediately prior to the Merger, had Beneficial Ownership of thirty percent (30%) or more of the then outstanding Shares or Voting Securities, or (5) any Principal Stockholder, has Beneficial Ownership, directly or indirectly, of fifty percent (50%) or more of the combined voting power of the outstanding voting securities or common stock of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation.
(ii) A complete liquidation or dissolution of the Company; or
(iii) The sale or other disposition of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole to any Person (other than (x) a sale or transfer to a Subsidiary or a Principal Stockholder (or one or more Principal Stockholders acting together) or (y) the distribution to the Company’s shareholders of the stock of a Subsidiary or any other assets).
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Person; provided, that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company and,
after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.
Notwithstanding anything contained herein to the contrary, to the extent that payment of any amounts pursuant to this Employment Agreement constitutes non-qualified deferred compensation pursuant to Section 409A of the Code and payment of such amounts is required to be made upon, or within a specified time following, the consummation of a Change in Control, payment with respect to such amounts shall be made solely upon the occurrence of a “change in control event” as such term is defined in Treasury Regulation Section 1.409A-3(i)(5)(i) or such other time permitted under Section 409A of the Code.
“Change in Control Period” means the time period beginning on the date that is one hundred twenty (120) days prior to the first Change in Control occurring after the Effective Date and ending on the date that is twenty-four (24) months following the date of such Change in Control.
“Code” means the Internal Revenue Code of 1986, as amended.
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of stock, by agreement or otherwise and “Controlled” has a corresponding meaning.
“Disability” means that: (i) the Executive is unable to perform his duties hereunder as a result of illness or physical injury for a period of at least ninety (90) days; (ii) the Executive is entitled to receive payments under the Company’s long-term disability insurance plan; (iii) the Executive has started to receive such disability insurance payments; and (iv) no person has contested or questioned the Executive’s right to receive such payments or, if such payments have been contested, the Company has irrevocably and unconditionally agreed to pay the Executive such amounts as will net to the Executive after reduction for applicable federal and state income taxes the same amount as he would have received after such taxes from such insurance.
“Good Reason” means a resignation by the Executive within thirty (30) days following the date on which the Company has engaged in any of the following (each a “Good Reason Event”): (i) the assignment of duties or responsibilities to the Executive that reflect a material diminution of the Executive’s position with the Company; provided, however, that the hiring of a chief executive officer by CVR GP, LLC or UAN shall not be a Good Reason Event if, immediately thereafter, the Executive is the executive chairman of CVR GP, LLC or UAN, respectively, (ii) a relocation of the Executive’s principal place of employment to a location more than 50 miles from the Company’s current headquarters in Sugar Land, Texas; 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 no termination by the Executive shall constitute Good Reason unless and until (a) the Executive has given the Company written notice of the reasons for his potential termination for Good Reason no more than 30 days following the initial existence of the condition(s) that constitute(s) Good Reason and has given the Company at least 30 days to remedy such condition(s); (b) the Company has failed to remedy the same; and
(c) the Executive terminates his employment within 30 days following the expiration of the remedy period without remedy of the Good Reason by the Company.
“IEP” means Icahn Enterprises L.P.
“Incentive / Phantom Unit Awards” means any outstanding cash-settled incentive or phantom unit award granted to the Executive by the Company or its Affiliates, and any other awards approved by the Compensation Committee at the time of the award (other than the PSU Award).
“Person” or “person,” means any individual, partnership, limited partnership, corporation, limited liability company, trust, foundation, estate, cooperative, association (except his homeowners association, if any), organization, proprietorship, firm, joint venture, joint stock company, syndicate, company, committee, government or governmental subdivision or agency, or other entity, whether or not conducted for profit.
“Principal” means Carl Icahn.
“Principal Stockholder” means any of IEP Energy LLC, any Affiliate of IEP Energy LLC, the Principal and any Related Party.
“Related Party” means (1) the Principal and his siblings, his and their respective spouses and descendants (including stepchildren and adopted children) and the spouses of such descendants (including stepchildren and adopted children) (collectively, the “Family Group”); (2) any trust, estate, partnership, corporation, company, limited liability company or unincorporated association or organization (each, an “Entity” and collectively “Entities”) Controlled by one or more members of the Family Group; (3) any Entity over which one or more members of the Family Group, directly or indirectly, have rights that, either legally or in practical effect, enable them to make or veto significant management decisions with respect to such Entity, whether pursuant to the constituent documents of such Entity, by contract, through representation on a board of directors or other governing body of such Entity, through a management position with such Entity or in any other manner (such rights, hereinafter referred to as “Veto Power”); (4) the estate of any member of the Family Group; (5) any trust created (in whole or in part) by any one or more members of the Family Group; (6) any individual or Entity who receives an interest in any estate or trust listed in clauses (4) or (5), to the extent of such interest; (7) any trust or estate, substantially all the beneficiaries of which (other than charitable organizations or foundations) consist of one or more members of the Family Group; (8) any organization described in Section 501(c) of the Code, over which any one or more members of the Family Group and the trusts and estates listed in clauses (4), (5) and (7) have direct or indirect Veto Power, or to which they are substantial contributors (as such term is defined in Section 507 of the Code); (9) any organization described in Section 501(c) of the Code of which a member of the Family Group is an officer, director or trustee; or (10) any Entity, directly or indirectly (a) owned or Controlled by or (b) a majority of the economic interests in which are owned by, or are for or accrue to the benefit of, in either case, any Person or Persons identified in clauses (1) through (9) above. For the purposes of this definition, and for the avoidance of doubt, in addition to any Person or Persons that may be considered to possess Control, (x) a partnership shall be considered Controlled by a general partner or managing general partner thereof, (y) a limited liability company shall be considered
Controlled by a managing member of such limited liability company and (z) a trust or estate shall be considered Controlled by any trustee, executor, personal representative, administrator or any other Person or Persons having authority over the control, management or disposition of the income and assets therefrom.
“Shares” means the common stock, par value $.01 per share, of the Company and any other securities into which such shares are changed or for which such shares are exchanged.
“Subsidiary” means any corporation or other person the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly, by the Company.
EXHIBIT A
Form of Performance Share Unit Agreement
[See attached.]
Exhibit 10.3
THIRD AMENDED AND RESTATED
CVR ENERGY, INC.
LONG-TERM INCENTIVE PLAN
PERFORMANCE SHARE UNIT AGREEMENT
THIS PERFORMANCE SHARE UNIT AGREEMENT (this “Agreement”) is made as of the 22nd day of June, 2026 (the “Grant Date”), between CVR Energy, Inc., a Delaware corporation (the “Company”) (NYSE: CVI), on behalf of the employing entity of the Grantee, and the individual grantee designated on the signature page hereof (the “Grantee”).
WHEREAS, the board of directors of the Company (the “Board”) or the compensation committee (the “Committee”) of the Board is responsible for establishing, reviewing and approving incentive compensation in order to provide an additional incentive to certain of the officers and employees of the Company and its Subsidiaries; and
WHEREAS, the Board or the Committee, as applicable, on behalf of the employing entity of the Grantee, has authorized the grant of Performance Share Units (as defined herein) to the Grantee as provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Performance Share Unit Award.
(a) The Company hereby grants to the Grantee, and the Grantee hereby accepts from the Company on the terms and conditions set forth in this Agreement and the Plan (as defined below), an award of 27,372 Performance Share Units (the “Award”), payable subject to the terms and conditions set forth in this Agreement and the Plan. The number of Shares underlying the Award shall be subject to adjustment in accordance with Section 6 of this Agreement.
(b) Except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Third Amended and Restated CVR Energy, Inc. 2007 Long Term Incentive Plan, as amended from time to time (the “Plan”).
2. Performance Vesting Condition.
(a) The Award shall be unvested on the Grant Date. Subject to Section 2(b) and Section 3, one-hundred percent (100%) of the Award shall vest upon the consummation of a Significant Transaction, provided the Grantee continues to serve as an employee of the Company (or a Subsidiary thereof) from the Grant Date through the consummation of such Significant Transaction. If a Significant Transaction is not consummated within the twelve (12)-month period following the Grant Date, the Award shall be immediately forfeited and terminated and the Grantee shall have no rights with respect thereto. As used in this Agreement, a “Significant Transaction” means the consummation, within the twelve (12)-month period following the Grant Date, of one or more acquisitions, mergers, consolidations, business combinations, acquisition of
CVR Energy, Inc. Performance Share Unit Award
assets or other transactions by the Company or any of its Subsidiaries with one or more unrelated third parties, as a result of which the Company and its Subsidiaries acquire and own, directly or indirectly, a controlling interest in at least two (2) operating petroleum refineries that were not owned by the Company or any of its Subsidiaries immediately prior to the Grant Date. For the avoidance of doubt, only one Award with respect to a Significant Transaction shall be paid to the Grantee, subject to and in accordance with this Agreement.
(b) Notwithstanding Section 2(a), if the Grantee’s employment is terminated by (i) the Company or one of its Subsidiaries without Cause, (ii) by the Grantee for Good Reason, or (iii) by reason of the Grantee’s death or Disability (each, a “Qualifying Termination”) prior to the consummation of a Significant Transaction, and a Significant Transaction is consummated within the sixty (60)-day period following such Qualifying Termination, the Grantee shall remain eligible to receive the Award, payable in accordance with Section 5, subject to the Grantee’s (or, if applicable, the Grantee’s estate’s) execution and delivery to the Company of a general release of claims in a form acceptable to the Company, and such release has become effective and irrevocable, no later than sixty (60) days following the date of such termination (or such shorter period as may be required by the terms of such release).
(c) Except as provided in Section 2(b), the Award shall be immediately forfeited and terminated if, prior to the consummation of a Significant Transaction, the Grantee’s employment with the Company or one of its Subsidiaries terminates for any reason.
(d) To the extent any payments provided for under this Agreement are treated as “nonqualified deferred compensation” subject to Section 409A of the Code, (i) this Agreement shall be interpreted, construed and operated in accordance with Section 409A of the Code and the Treasury regulations and other guidance issued thereunder, (ii) if on the date of the Grantee’s separation from service (as defined in Treasury Regulation §1.409A-1(h)) with the Company or one of its Subsidiaries the Grantee is a specified employee (as defined in Section 409A of the Code 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 the Grantee at any time prior to the earlier of (A) the expiration of the six (6) month period following the Grantee’s separation from service or (B) the Grantee’s death, and any such amounts deferred during such applicable period shall instead be paid in a lump sum to the Grantee (or, if applicable, to the Grantee’s estate) on the first payroll payment date following the earlier of the expiration of such six (6) month period or, if applicable, the Grantee’s death, (iii) for purposes of conforming this Agreement to Section 409A of the Code, any reference to termination of employment, termination or separation from employment, resignation from employment or similar terms shall mean and be interpreted as a “separation from service” as defined in Treasury Regulation §1.409A-1(h) and (iv) if the period during which Grantee has discretion to execute the release of claims referenced in Section 2(b) straddles two taxable years, then the Company shall make any payments in respect of the Award in the second of such taxable years, regardless of in which taxable year Grantee actually delivers such release to the Company. For purposes of applying Section 409A of the Code to this Agreement (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that the Grantee may be entitled to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.
CVR Energy, Inc. Performance Share Unit Award – Page 2
3. Transfer Restrictions.
Notwithstanding the vesting of the Award, the Grantee may not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any Shares received in settlement of the Award until the date that is thirty-six (36) months following the Grant Date (the “Transfer Restriction Period”); provided, however, that the foregoing restrictions shall not apply to (i) any sale, transfer or withholding of Shares to satisfy applicable tax withholding obligations arising in connection with the vesting or settlement of the Award, or (ii) any transfer approved in advance by the Board or the Committee, in its sole discretion, provided that any such transferee agrees in writing to be bound by the terms of this Agreement. Upon the expiration of the Transfer Restriction Period, such Shares shall be freely transferable, subject to compliance with applicable securities laws and any other restrictions set forth in this Agreement or the Plan.
4. Dividend Equivalent Rights.
The Company hereby grants to the Grantee, and the Grantee hereby accepts from the Company, one “Dividend Equivalent Right” for each Performance Share Unit granted herein equal to the cash value of all dividends declared and paid by the Company on one Share from the Grant Date to and including the date the Award vests pursuant to Section 2, which cash value will be held uninvested and without interest, except that with respect to any dividends declared and paid by the Company in the form of Shares, in lieu of crediting the cash value of such dividend, the Board or Committee may determine in its sole discretion, to credit a Dividend Equivalent Right that is based on the value of a Share and represents the right to receive a Share at the time of payment under Section 5 hereof. The reference to the cash value of such dividends is used herein solely to calculate the cash payout, if any, to be awarded in respect of such Dividend Equivalent Rights and does not create any separate rights with respect to the Dividend Equivalent Rights. The payment of Dividend Equivalent Rights will be deferred until and conditioned upon the underlying Performance Share Units becoming vested pursuant to Section 2 hereof. Upon vesting of the Award, Dividend Equivalent Rights on all Performance Share Units, with no interest thereon, shall become payable to the Grantee in accordance with Section 5 hereof. Notwithstanding anything in this Section 4 to the contrary, the Board or the Committee may, in its sole discretion, elect to pay any Dividend Equivalent Right in the form of Shares (which may include fractional Shares) and/or cash in accordance with Section 5 hereof.
5. Payment.
Within sixty (60) days following the consummation of a Significant Transaction (provided the Award has vested pursuant to Section 2), the Company will deliver to the Grantee, in settlement of the Award, one Share for each Performance Share Unit that has vested, together with any Dividend Equivalent Rights payable in accordance with Section 4, subject to the transfer restrictions set forth in Section 3 and, following a Qualifying Termination, the release requirement set forth in Section 2(b). Notwithstanding the foregoing, the Board or Committee may, in its sole discretion, elect to settle all or a portion of the Award and any Dividend Equivalent Rights in cash in accordance with Section 9.1(d) of the Plan.
CVR Energy, Inc. Performance Share Unit Award – Page 3
6. Adjustment Upon Changes in Capitalization.
In the event of a Change in Capitalization, the Award shall be subject to adjustment in accordance with Section 12 of the Plan.
7. Incentive Compensation Recoupment.
(a) In the event of a restatement of the Company’s (or any of its Subsidiaries’) financial results that would reduce (or would have reduced) the amount of any previously granted Award to Grantee, any related outstanding Award will be cancelled or reduced accordingly as determined by the Board or Committee in its sole and absolute discretion. For any Award that has been paid, the Grantee shall be obligated and required to pay over to the Company an amount equal to any gain realized by Grantee in respect of such Award.
(b) The Board or the Committee may at any time, in its sole and absolute discretion, cancel, declare forfeited, rescind, or require the return of any outstanding Award (or a portion thereof) upon the Board or Committee determining, at any time (whether before or after the Grant Date), that the Grantee has engaged in misconduct (including by omission) or that an event or condition has occurred, which, in each case, would have given the Company or its Subsidiaries the right to terminate the Grantee’s employment for Cause. In addition, at any time following any payment in respect of the Award, the Board or Committee may, in its sole and absolute discretion, rescind any such payment and require the repayment of such amounts (or a portion thereof) upon the Board or Committee determining, at any time (whether before or after the payment date), that the Grantee has engaged in misconduct (including by omission) or that an event or condition has occurred, which, in each case, would have given the Company or its Subsidiaries the right to terminate the Grantee’s employment for Cause.
(c) The Board’s or Committee’s determination that the Grantee has engaged in misconduct (including by omission), or that an event or condition has occurred, which, in each case, would have given the Company or its Subsidiaries the right to terminate the Grantee’s employment for Cause, and its decision to require rescission of any payment made in respect of the Award, shall be conclusive, binding, and final on all parties. The Board’s or Committee’s determination that the Grantee has violated the terms of this Agreement (or any other agreement between Grantee and the Company or any of its affiliates), and the Board’s or Committee’s decision to cancel, declare forfeited, or rescind the Award (or any portion thereof) or to require rescission of any payment made in respect thereof shall be conclusive, binding, and final on all parties. In connection with any cancellation, forfeiture or rescission contemplated by this Section 6, the terms of repayment by the Grantee shall be determined in the Board’s and/or Committee’s sole and absolute discretion, which may include, among other terms, the repayment being required to be made (i) in one or more installments or payroll deductions or deducted from future bonus payments or (ii) immediately in a lump sum in the event that the Grantee incurs a termination of employment.
CVR Energy, Inc. Performance Share Unit Award – Page 4
(d) To the extent not prohibited under applicable law, the Company, in its sole and absolute discretion, will have the right to set off (or cause to be set off) any amounts otherwise
due to the Grantee from the Company (or any of its affiliates) in satisfaction of any repayment obligation of the Grantee hereunder, provided that any such amounts are exempt from, or set off in a manner intended to comply with the requirements of, Section 409A of the Code.
(e) The Award granted hereunder is subject to the Company’s Policy for the Recovery of Erroneously Awarded Compensation and any other “clawback” and/or “recoupment” policy approved by the Board from time to time (collectively, the “Clawback Policies”). The Grantee’s execution of this Agreement constitutes the Grantee’s acknowledgment that the Grantee may be subject to recoupment to the extent provided in such Clawback Policies.
8. No Right to Continued Employment.
Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Grantee any right with respect to continuance of employment by the Company or one of its Subsidiaries or Affiliates, nor shall this Agreement nor the Plan interfere in any way with the right of the Company or one of its Subsidiaries or Affiliates to terminate the Grantee’s employment therewith at any time.
9. Withholding of Taxes.
The Grantee shall pay to the Company, or the Company and the Grantee shall agree on such other arrangements necessary for the Grantee to pay, the applicable federal, foreign, state and local income taxes required by law to be withheld (the “Withholding Taxes”), if any, upon the vesting or payment of the Award. The Company shall have the right to deduct from any payment of cash to the Grantee an amount equal to the Withholding Taxes in satisfaction of the Grantee’s obligation to pay Withholding Taxes.
10. Modification or Termination 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; provided, however, that the Company may modify or amend this Agreement without the written consent of the Grantee to the extent that such action (i) does not materially impair the Grantee’s rights or (ii) is necessary for compliance with an applicable law, regulation or exchange requirement that impacts this Agreement. 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.
CVR Energy, Inc. Performance Share Unit Award – Page 5
11. Severability.
Should any provision of this Agreement or the Plan be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement or the Plan, as applicable, shall not be affected by such holding and shall continue in full force in accordance with their terms.
12. Governing Law.
The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without giving effect to the conflicts of laws principles thereof.
13. Incorporation of the Plan; Entire Understanding.
This Agreement is subject to all the provisions of the Plan, the provisions of which are hereby made a part of this Agreement, and is further subject to all interpretations, amendments, rules and regulations which may, from time to time, be promulgated and adopted pursuant to the Plan. This Agreement (including the Plan) embodies the entire understanding and agreement of the parties in relation to the subject matter hereof, and no promise, condition, representation or warranty, expressed or implied, not herein stated, shall bind either party hereto. For the avoidance of doubt, the Award granted hereunder is intended to qualify as a “Performance Share Unit” as described in the Plan.
14. Rights as Equity Holder.
In no event whatsoever shall the Grantee possess any incidents of ownership in any equity of the Company, including Shares, with respect to the Award granted hereunder unless and until such Award is settled in Shares. Notwithstanding any provision herein to the contrary, the Company has no obligation to deliver any Shares except as may be determined in the sole discretion of the Board or the Committee.
15. 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 beneficiaries, heirs, executors, administrators, successors and 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, successors and legal representatives.
16. 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 Board or Committee (in its sole and absolute discretion). Any determination
CVR Energy, Inc. Performance Share Unit Award – Page 6
made hereunder shall be final, binding and conclusive on the Grantee and the Company for all purposes.
[signature page follows]
CVR Energy, Inc. Performance Share Unit Award – Page 7
IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.
CVR ENERGY, INC. | GRANTEE | |||||||
| /s/ Melissa M. Buhrig | /s/ Dane J. Neumann | |||||||
By: Melissa M. Buhrig | Name: Dane J. Neumann | |||||||
Title: EVP, Chief Legal Officer | ||||||||
[Signature Page to Performance Share Unit Agreement]
Exhibit 99.1
CVR Energy and CVR Partners Announce Leadership Changes
SUGAR LAND, Texas (June 22, 2026) – CVR Energy, Inc. (NYSE: CVI or “CVR Energy”) and CVR Partners, LP (NYSE: UAN or “CVR Partners”) are pleased to announce that Dane Neumann, Executive Vice President and Chief Financial Officer, has been promoted to the position of President and Chief Executive Officer of CVI and the general partner of UAN (collectively, the “CVR Entities”), as well as to their Boards of Directors, effective June 18, 2026, following Mark Pytosh’s resignation from the CVR Entities for personal reasons.
“On behalf of our Boards of Directors, I am pleased to welcome Dane to the helm of our companies,” said Robert Flint, Chairman of the Boards of Directors of each of the CVR Entities. “Since joining CVR, Dane’s exceptional leadership, financial discipline and deep expertise in all aspects of our businesses, combined with his unwavering commitment to our Mission and Values, have enabled him to serve as a critical catalyst for process improvements, setting the stage for the growth and value creation that remain primary priorities for our companies. These unprecedented times demand unprecedented focus, and we are confident Dane is the right person to lead us into the future.”
“We have an exceptional and dedicated team that has been laser focused on maintaining our operational excellence and optimizing our business,” said Mr. Neumann. “Looking ahead, we intend to carry our philosophy of Continuous Improvement into all aspects of our businesses, seeking to maintain safe, reliable operations while driving meaningful growth and shareholder returns.”
Forward-Looking Statements
This news release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements concerning current estimates, expectations and projections about future prospects, opportunities, plans, actions and events and other statements, concerns, or matters that are not historical facts are “forward-looking statements,” as that term is defined under the federal securities laws. These forward-looking statements include, but are not limited to, statements regarding process improvements, growth, value creation, operational excellence, business optimization, our ability to continuously improve, safe and reliable operations, meaningful growth and shareholder returns. You can generally identify forward-looking statements by our use of forward-looking terminology such as “outlook,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “seek,” “should,” “upcoming,” “before,” “future,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. Investors are cautioned that various factors may affect these forward-looking statements, including (among others), future actions of the EPA, the outcome of related court proceedings and other risks. For additional discussion of risk factors which may affect our results, please see the risk factors and other disclosures included in our most recent Annual Report on Form 10-K, any subsequently filed Quarterly Reports on Form 10-Q and our other Securities and Exchange Commission (“SEC”) filings. These and other risks may cause our actual performance or achievements to differ materially from any future performance or achievements expressed or implied by these forward-looking statements. Given
these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. CVR Energy and CVR Partners disclaim any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
About CVR Energy, Inc.
Headquartered in Sugar Land, Texas, CVR Energy is a diversified holding company primarily engaged in the petroleum refining and marketing business, as well as in the nitrogen fertilizer manufacturing business through its interest in CVR Partners. CVR Energy subsidiaries serve as the general partner and own approximately 37 percent of the common units of CVR Partners.
About CVR Partners, LP
Headquartered in Sugar Land, Texas, CVR Partners is a Delaware limited partnership focused on the production, marketing and distribution of nitrogen fertilizer products. It primarily produces urea ammonium nitrate (UAN) and ammonia, which are predominantly used by farmers to improve the yield and quality of their crops. CVR Partners’ Coffeyville, Kansas, nitrogen fertilizer manufacturing facility includes a 1,300 ton-per-day ammonia unit, a 3,100 ton per-day UAN unit and a dual-train gasifier complex having a capacity of 89 million standard cubic feet per day of hydrogen. CVR Partners’ East Dubuque, Illinois, nitrogen fertilizer manufacturing facility includes a 1,075 ton-per day ammonia unit and a 950 ton-per-day UAN unit.
Investors and others should note that CVR Energy and CVR Partners may announce material information using SEC filings, press releases, public conference calls, webcasts and the Investor Relations pages of their websites. CVR Energy and CVR Partners may use these channels to distribute material information about CVR Energy and/or CVR Partners, as applicable, and to communicate important information about CVR Energy, CVR Partners, corporate initiatives and other matters. Information that CVR Energy or CVR Partners post on their websites could be deemed material; therefore, CVR Energy and CVR Partners encourage investors, the media, their customers, business partners and others interested in CVR Energy and/or CVR Partners to review the information posted on their websites.
Contact Information:
Investor Relations
Richard Roberts
(281) 207-3205
InvestorRelations@CVREnergy.com
Media Relations
Brandee Stephens
(281) 207-3516
MediaRelations@CVREnergy.com
MediaRelations@CVREnergy.com