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CVI > SEC Filings for CVI > Form 8-K on 2-Dec-2011All Recent SEC Filings

Show all filings for CVR ENERGY INC

Form 8-K for CVR ENERGY INC


2-Dec-2011

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers On November 29, 2011, CVR Energy, Inc. (the "Company") and Edward Morgan, Chief Financial Officer of the Company entered into an Amendment to Second Amended and Restated Employment Agreement (the "Amendment"), which amends the Second Amended and Restated Employment Agreement dated as of January 1, 2011 between the Company and Mr. Morgan (as amended by the Amendment, the "Employment Agreement"). Pursuant to the Amendment, Mr. Morgan has agreed to continue to serve as Chief Financial Officer of the Company for up to 120 days (or such earlier date as the Company may determine in its discretion) following the date the Company names a successor chief financial officer ("Successor CFO"). Upon the date selected by the Company on which the Successor CFO takes over as Chief Financial Officer of the Company (the "Transition Date"), Mr. Morgan will become Executive Vice President of Investor Relations of the Company ("EVP of IR"). The term of the Employment Agreement will continue until the earlier of December 31, 2012 or the termination or resignation of Mr. Morgan's employment in accordance with the Employment Agreement. Effective upon the Transition Date and continuing for the remaining term of the Employment Agreement while Mr. Morgan serves as EVP of IR (such period, the "Post-Transition Period"), Mr. Morgan will receive a base salary at the annual rate of $275,000 and will be eligible to receive an annual cash bonus for the portion of the year during the Post-Transition Period at a target rate of 40% of his annual base salary. Pursuant to the Amendment, Mr. Morgan will receive an award of restricted common stock on the last payroll date of 2011 with a fair market value on the grant date equal to $165,000, subject to the terms of the award agreement. The restricted common stock will vest in one-third annual increments beginning on the first anniversary of the grant date. If, during the Post-Transition Period, Mr. Morgan's employment is terminated by the Company without cause and other than for disability (as such terms are defined in the Employment Agreement) or Mr. Morgan resigns, then Mr. Morgan is entitled to receive (among other benefits described in the Employment Agreement) accelerated vesting of all unvested shares of restricted common stock then held by Mr. Morgan, including the December 2011 award. The description of the Amendment herein is qualified in its entirety by reference to the full text of the Amendment attached hereto, which is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment to Second Amended and Restated Employment Agreement, dated November 29, 2011 by and between CVR Energy, Inc. and Edward Morgan.


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