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CVI > SEC Filings for CVI > Form 8-K on 4-Jan-2013All Recent SEC Filings

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Form 8-K for CVR ENERGY INC


4-Jan-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On December 28, 2012 (the "Effective Date"), CVR Energy, Inc. (the "Company"),
entered into Restricted Stock Unit Agreements with each of its named executive
officers, awarding such officers the number of restricted stock units summarized
below (the "NEO Awards"):



                                        Restricted Stock Units
                  Officer                      Awarded
                  John J. Lipinski                       62,920
                  Stanley A. Riemann                     37,752
                  Susan M. Ball                          16,779
                  Edmund S. Gross                        16,779
                  Robert W. Haugen                       11,536

The NEO Awards were made pursuant to the Company's 2007 Long Term Incentive Plan. The awards for Messrs. Lipinski and Riemann vest on the first anniversary of the Effective Date. The awards for the remaining named executive officers vest in one-third annual increments beginning on the first anniversary of the Effective Date. Each restricted stock unit represents the right to receive, upon vesting, a cash payment equal to (a) the fair market value of one share of the Company's common stock, plus (b) the cash value of all dividends declared and paid by the Company per share of the Company's common stock from the Effective Date to and including the vesting date. The descriptions of the awards above are qualified in their entirety by reference to the full text of the form of award agreement, attached hereto as exhibit 10.1, and incorporated herein by reference.

In addition, in connection with the NEO Awards, the Company approved a discretionary award of restricted stock units to Mr. Lipinski, Chief Executive Officer and President of the Company, in an amount of up to $3,000,000 on or before December 31, 2013. This discretionary award remains subject to the review and recommendation of the Compensation Committee and approval of the board of directors of the Company, and is conditioned on Mr. Lipinski continuing to be employed by the Company through December 31, 2013. To the extent awarded, the discretionary award will vest immediately, and include dividend equivalent rights for the time period commencing on December 28, 2012 through the date of the award, but otherwise be on substantially the same terms as the NEO Awards.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibit is being "furnished" as part of this Current Report on Form 8-K:

10.1 Form of Restricted Stock Unit Agreement.


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