0000950134-05-020892 Sample Contracts

ALON USA ENERGY, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 8th, 2005 • Alon USA Energy, Inc. • Petroleum refining

Under the terms and conditions of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (the “Plan”), a copy of which is attached hereto and incorporated herein by reference, Alon USA Energy, Inc., a Delaware corporation (the “Company”), grants to the individual whose name is set forth above (the “Participant”) the number of restricted shares of the Company’s Common Stock, par value $.01 per share (“Common Stock”), set forth above (the “Restricted Shares”). Terms not defined in this Agreement have the meanings set forth in the Plan.

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Amendment to Executive/Management Employment Agreement
Executive/Management Employment Agreement • November 8th, 2005 • Alon USA Energy, Inc. • Petroleum refining

Whereas, the Employer and Executive entered into that certain Executive/Management Employment Agreement dated as of October 1, 2002 (as amended to date, the “Employment Agreement”); and

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