0001325955-15-000039 Sample Contracts

MANAGEMENT EMPLOYMENT AGREEMENT
Management Employment Agreement • May 15th, 2015 • Alon USA Energy, Inc. • Petroleum refining • Texas

This Management Employment Agreement (this “Agreement”) is entered into between Paul Eisman (“Manager”) and Alon USA GP, LLC, a Delaware limited liability company (“Employer” or “Company”), who, in return for the mutual promises set forth herein, agree as follows:

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SECOND AMENDMENT TO SHAREHOLDER AGREEMENTS
Shareholder Agreements • May 15th, 2015 • Alon USA Energy, Inc. • Petroleum refining

This Second Amendment to Shareholder Agreements (this “Amendment”) is made as of May 12, 2015 among Alon Assets, Inc., a Delaware corporation and successor by merger to Alon USA Operating, Inc., a Delaware corporation (“Assets” and collectively, the “Companies”), Alon USA Energy, Inc., a Delaware corporation (“Alon Energy”), Jeff Morris (“Morris”) and Jeff Morris / IRA (the “IRA” and together with Morris, each a “Shareholder” and together, the “Shareholders”).

ALON USA ENERGY, INC. RESTRICTED STOCK AWARD AGREEMENT
Alon Usa • May 15th, 2015 • Alon USA Energy, Inc. • Petroleum refining

WHEREAS, Paul Eisman (the “Participant”) is an employee of Alon USA Energy, Inc., a Delaware corporation (the “Company”) or one of its Subsidiaries, and a Participant within the meaning of the Alon USA Energy, Inc. Amended and Restated 2005 Incentive Compensation Plan (the “Plan”);

FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPOYMENT AGREEMENT
Empoyment Agreement • May 15th, 2015 • Alon USA Energy, Inc. • Petroleum refining

WHEREAS, the Amended and Restated Employment Agreement (the “Agreement’) between Alan P. Moret, (the “Executive”) and Paramount Petroleum Corporation ( “Paramount”) became effective on July 8, 2011 (the “Effective Date”);

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