Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2021, CVR Energy, Inc. (the "Company") entered into an
employment agreement, effective immediately (the "Employment Agreement"), with
David L. Lamp, the Company's President and Chief Executive Officer and a member
of the Company's Board of Directors (the "Board"), which supersedes and replaces
Mr. Lamp's prior employment agreement dated November 1, 2017 (the "Prior
Agreement"). This revised Employment Agreement contains terms substantially
similar to the Prior Agreement, the terms of which are described in the
Company's Current Report on Form 8-K filed on November 7, 2017 and incorporated
herein, subject to certain changes described herein. Under the Employment
Agreement, Mr. Lamp's base salary increased to $1,100,000. In addition to his
eligibility to receive an annual cash bonus with a target equal to 150% of his
base salary under the performance-based bonus plan approved by the Compensation
Committee of the Board, Mr. Lamp is also entitled to receive an annual Incentive
Unit Award ("Incentive Award") equal to 150% of his base salary under or in
connection with the Company's Second Amended and Restated 2007 Long Term
Incentive Plan, or its successor (the "Plan"), which Incentive Awards vest
ratably on each of the three years following the grant date, subject to certain
customary forfeiture and acceleration provisions, including acceleration of all
Incentive Awards issued more than one year preceding a termination other than
for Cause (as defined in the Employment Agreement) or resignation for Good
Reason (as defined in the Employment Agreement). The Employment Agreement
expires on December 31, 2024, and contains other terms customary for agreements
of this type, including confidentiality, non-disparagement and non-competition
obligations.
Also on December 22, 2021, the Company and Mr. Lamp entered into an Amendment to
Performance Unit Award Agreement (the "Amendment"), which extends the
Performance Cycle end-date of the Performance Unit Award Agreement dated
November 1, 2017, the terms of which are described in the Company's Current
Report on Form 8-K filed on November 7, 2017 and incorporated herein, from
December 31, 2021 to December 31, 2024.
The summaries of the Employment Agreement and the Amendment are qualified in
their entirety by the text of such documents, filed as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being "furnished" as part of this Current Report on
Form 8-K:
Exhibit Exhibit Description
Number
10.1 Employment Agreement, dated as of December 22, 2021 , by and between
CVR Energy, Inc. and David L. Lamp.
10.2 Amendment to P erformance Unit Award Agreement, dated as of December 22,
2021 , by and between CVR Energy, Inc. and David L. Lamp.
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the
Inline XBRL document).
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