AMENDMENT TO ALON USA ENERGY, INC. APPRECIATION RIGHTS AWARD AGREEMENT
Exhibit 10.2
This Amendment is entered into as of January 25, 2010, by and between Alon USA Energy, Inc., a
Delaware corporation (the “Company”), and (the “Participant”). Terms not defined in this Amendment
will have the meaning set forth in the Award Agreement (defined below).
WHEREAS, the Company and the Participant entered into an Appreciation Rights Award Agreement,
dated as of March 7, 2007 (the “Award Agreement”), pursuant to which the Company granted to the
Participant certain Stock Appreciation Rights under the Company’s 2005 Incentive Compensation Plan.
WHEREAS, the Company and the Participant wish to amend the Award Agreement as set forth below.
NOW, THEREFORE, the parties agree that the Award Agreement is hereby amended as follows:
1. The “Exercise Period” is amended to be the three-year period beginning on the date on which
each installment of Appreciation Rights vests, rather than the 365-day period beginning after such
date.
2. Unexercised vested Appreciation Rights will expire and cease to be exercisable on the day
following the third anniversary of the date the Appreciation Rights became vested, rather than
expiring on the date that is 366 days after the date the Appreciation Rights became vested.
3. The description of the “Spread” and settlement in shares described therein is modified to
refer to the Market Value per Share as of the exercise date, rather than as of the date immediately
prior to the exercise date.
4. The provisions of this Amendment supersede and replace in their entirety any conflicting
provision set forth in the Award Agreement.
5. Except as otherwise provided herein, the terms of the Appreciation Rights, including the
vesting requirements thereof, will continue in full force and effect in accordance with their
terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above.
| ALON USA ENERGY, INC. | PARTICIPANT | |||
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| Name: | ||||
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