Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2015

ALON USA ENERGY, INC.

(Exact Name of Registrant as Specified in Charter)



Delaware (State or Other Jurisdiction of Incorporation)	001-32567 (Commission File Number)	74-2966572 (IRS Employer Identification No.)

12700 Park Central Dr., Suite 1600

Dallas, Texas 75251

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (972) 367-3600

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Definitive Agreement.

The description of new or amendments to agreements set forth below in Item 5.02 is incorporated by reference into this Item 1.01.

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

On May 14, 2015, Delek US Holdings, Inc. (“Delek”) announced that it has completed the acquisition of approximately 33.7 million shares, or approximately 48 percent of the outstanding shares, of Alon USA Energy, Inc. (the “Company”) common stock from Alon Israel Oil Company, Ltd. In connection with the closing of this transaction Messrs. Amit Ben Itzhak, Boaz Biran, Shraga Biran, Yonel Cohen and Mordehay Ventura each submitted their resignation from the Board of Directors (the “Board”) of the Company and the Board appointed Messrs. Ezra Uzi Yemin, Assaf Ginzburg, Frederec Green, Mark D. Smith and Avigal Soreq to fill the resulting vacancies. Additionally, Mr. David Wiessman announced his resignation from the position of Chairman of the Board and Mr. Jeffrey D. Morris announced his resignation from the position of Vice Chairman of the Board. The Board unanimously appointed Mr. Yemin to fill the position of Chairman of the Board.

The Company wishes to express its thanks to Messrs. Ben Itzhak, B. Biran, S. Biran, Cohen and Ventura for their service to the Company. The biographies of the Company’s new directors are provided below.

Ezra Uzi Yemin was appointed to the Company’s Board and elected Chairman of the Board in May 2015. Mr. Yemin has served as the Chairman of the Board of Delek since December 2012, as Delek’s Chief Executive Officer since June 2004 and as Delek’s president and a director since April 2001. Mr. Yemin also served as Delek’s treasurer from April 2001 to November 2003 and as Delek’s secretary from May 2001 to August 2005. Mr. Yemin’s duties with Delek include the formulation of its policies and direction, oversight of its executive officers, and overall responsibility for Delek’s operation and performance. Mr. Yemin has also served as the chairman of the board of directors and chief executive officer of Delek Logistics GP, LLC since April 2012.

Assaf Ginzburg was appointed to the Company’s Board in May 2015. Mr. Ginzburg has served as Delek’s Chief Financial Officer since January 2013, a Delek Executive Vice President since May 2009 and as a Delek vice president since February 2005. Mr. Ginzburg has also served as a member of the board of directors and an executive vice president of Delek Logistics GP, LLC since April 2012, and as its chief financial officer since January 2013. Mr. Ginzburg has been a member of the Israel Institute of Certified Public Accountants since 2001.

Frederec Green was appointed to the Company’s Board in May 2015. Mr. Green has served as Delek’s Executive Vice President since May 2009 and as the primary operational officer for Delek’s refining operations since joining Delek in January 2005. Mr. Green has also served as a member of the board of directors and an executive vice president of Delek Logistics GP, LLC since April 2012. Mr. Green has more than 25 years of experience in the refining industry, including fourteen years at Murphy Oil USA, Inc. where he served as a senior vice president during his last six years. Mr. Green has experience ranging from crude oil and feedstock supply, through all aspects of managing a refining business to product trading, transportation and sales.

Mark D. Smith was appointed to the Company’s Board in May 2015. Mr. Smith has served as Delek’s executive vice president since May 2014. Prior to 2014, Mr. Smith spent nine years as a Vice President with Tesoro Refining and Marketing and Tesoro Companies, Inc. (collectively “Tesoro”). From March 2010 until May 2014, Mr. Smith served as the Vice President - Development Supply and Logistics where he was responsible for Tesoro’s strategic supply, trading, and logistics activities. From 2008 through March 2010, Mr. Smith served as Vice President - Trading and Risk Management where he led Tesoro’s trading and risk management activities. Prior to 2005, Mr. Smith work for Chevron USA leading their North American physical supply and trading activities.

Avigal Soreq was appointed to the Company’s Board in May 2015. Mr. Soreq joined Delek in October 2011 and has served as its Vice President since December 2012. Prior to beginning his work for Delek, Mr. Soreq worked in business development for SunPower Corp., which designs and manufactures high efficiency crystalline silicon photovoltaic cells, roof tiles and solar panels. Prior to that, beginning in 2009, Mr. Soreq worked as a Senior Finance and Business Consultant for Trabelsy & Co. Between 2006 and 2008, Mr. Soreq worked as a consultant for KPMG in its Tel-Aviv office in the Corporate Finance department. From 1996 to 2004, Mr. Soreq served in the Israeli Air Force in various roles and reached the rank of Major. Mr. Soreq is certified as a Certified Public Accountant in Israel.

Amendment to Shareholder Agreement

Jeff D. Morris, a member of the Board of the Company is party to a shareholder agreement (as previously amended, the “Shareholder Agreement”) with the Company and Alon Assets, Inc., a subsidiary of the Company (the "Subsidiary"). The Shareholder Agreement relates to the shares of non-voting common stock of the Subsidiary held by Mr. Morris. On May 12, 2015, the parties entered into a second amendment to the Shareholder Agreement (the “Second Amendment”), which modifies the call option of the Company and the put option of Mr. Morris.

A copy of the Second Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.

Management Employment Agreement of Paul Eisman

On May 11, 2015, the Company entered into a management employment agreement with Paul Eisman, its President and Chief Executive Officer. The employment agreement has an initial term of two years beginning on the agreement’s effective date, June 1, 2015. Pursuant to his employment agreement, Mr. Eisman will receive a base salary of $550,000 per year and is eligible for annual merit increases. Mr. Eisman is also entitled to participate in the Company’s annual cash bonus plan, pension plan and benefits restoration plan. Additionally, pursuant to his employment agreement, and pursuant to the terms of the Company’s Amended and Restated 2005 Incentive Compensation Plan (the “Plan”), Mr. Eisman entered into an award agreement providing for the grant of 100,000 restricted shares of the Company’s Common Stock, par value $0.01 per share (“Alon Common Stock”), on each of June 1, 2015, and June 1, 2016. These shares shall vest upon the first anniversary of the date of grant (conditioned upon continued employment with the Company), subject to acceleration in certain circumstances. A copy of the management employment agreement and award agreement are attached as Exhibits 10.2 and 10.3, respectively, to this Current Report on Form 8-K, and are incorporated by reference into this Item 5.02.

Amendment to the Management Employment Agreement of Alan Moret

Effective May 12, 2015, the Company entered into the First Amendment to Management Employment Agreement of Alan Moret, the Company Senior Vice President of Supply (the “Amendment”). The Amendment modifies certain provisions relating to termination of Mr. Moret by the Company without Cause, Expiration of Employment Term, or Resignation by Mr. Moret for Good Reason. A copy of the Amendment is attached as Exhibit 10.4 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.02.

Director Grants

On May 10, 2015, the Company granted 1,507 restricted shares of Alon Common Stock to each of Ilan Cohen, Ron W. Haddock, Yeshayahu Pery and Dr. Zalman Segal, each an independent director of the Company, pursuant to Section 12 of the Plan. The shares vest in equal installments on the first, second and third anniversaries of the date of grant. These awards are evidenced by agreements in the form adopted by the Company for the purpose of evidencing grants of this type, which form was attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on August 5, 2005, and is incorporated by reference into this Item 5.02.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Bylaws

On May 14, 2015, the Company’s Board passed a resolution to amend the Company’s Bylaws (the “Bylaws”). Specifically, the amendment to the Bylaws provides that until the 2016 Annual Meeting of the Stockholders of the Company, the affirmative vote of at least 90% of the Board (rounded up to the nearest whole number of directors) shall be required to remove or replace the Chairman without cause. The foregoing description is qualified in its entirety to the Company’s Amended and Restated Bylaws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 5.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number		Description
3.1		Amended and Restated Bylaws of Alon USA Energy, Inc.
10.1		Second Amendment to Shareholder Agreements among Alon USA Energy, Inc., Alon Assets, Inc., Jeff Morris and Jeff Morris/IRA, dated May 12, 2015.
10.2		Management Employment Agreement between Paul Eisman and Alon USA GP, LLC, dated May 11, 2015.
10.3		Restricted Stock Award Agreement between Paul Eisman and Alon USA Energy, Inc., dated May 11, 2015.
10.4		First Amendment to Employment Agreement between Alan P. Moret and Alon USA GP, LLC, dated May 12, 2015.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



			ALON USA ENERGY, INC.

Date:	May 15, 2015	By:	/s/ James Ranspot
			James Ranspot
			Senior Vice President, General Counsel and Secretary

INDEX TO EXHIBITS



Exhibit Number		Description
3.1		Amended and Restated Bylaws of Alon USA Energy, Inc.
10.1		Second Amendment to Shareholder Agreements among Alon USA Energy, Inc., Alon Assets, Inc., Jeff Morris and Jeff Morris/IRA, dated May 12, 2015.
10.2		Management Employment Agreement between Paul Eisman and Alon USA GP, LLC, dated May 11, 2015.
10.3		Restricted Stock Award Agreement between Paul Eisman and Alon USA Energy, Inc., dated May 11, 2015.
10.4		First Amendment to Employment Agreement between Alan P. Moret and Alon USA GP, LLC, dated May 12, 2015.

ALON USA ENERGY, INC.

AMENDED AND RESTATED
BYLAWS

As Adopted and in

Effect on May 14, 2015

TABLE OF CONTENTS



		Page
STOCKHOLDERS MEETINGS			1
	1.	Time and Place of Meetings	1
	2.	Annual Meeting	1
	3.	Special Meetings	1
	4.	Notice of Meetings	1
	5.	Inspectors	2
	6.	Quorum	2
	7.	Voting; Proxies	2
	8.	Order of Business	2
DIRECTORS			4
	9.	Function	4
	10.	Number and Terms	4
	11.	Vacancies and Newly Created Directorships	5
	12.	Removal	5
	13.	Nominations of Directors	5
	14.	Resignation	6
	15.	Regular Meetings	6
	16.	Special Meetings	6
	17.	Quorum	7
	18.	Participation in Meetings by Remote Communications	7
	19.	Action by Written Consent	7
	20.	Committees	7
	21.	Compensation	8
	22.	Rules	8
NOTICES			8
	23.	Generally	8
	24.	Waivers	8
OFFICERS			8
	25.	Generally	8
	26.	Compensation	9

-i-

TABLE OF CONTENTS

(continued)



		Page
	27.	Succession	9
	28.	Authority and Duties	9
STOCK			9
	29.	Certificates	9
	30.	Classes of Stock	9
	31.	Lost, Stolen or Destroyed Certificates	10
	32.	Record Dates	10
GENERAL			10
	33.	Fiscal Year	10
	34.	Seal	10
	35.	Reliance Upon Books, Reports and Records	10
	36.	Time Periods	11
	37.	Amendments	11
	38.	Certain Defined Terms	11

-ii-

STOCKHOLDERS MEETINGS

1. Time and Place of Meetings. All meetings of the stockholders for the election of the members of the Board of Directors (the “Directors”) or for any other purpose will be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors of the Company (the “Board”) or, in the absence of a designation by the Board, the Chairman of the Board (the “Chairman”), the Chief Executive Officer, the President or the Secretary, and stated in the notice of meeting. Notwithstanding the foregoing, the Board may, in its sole discretion, determine that meetings of the stockholders shall not be held at any place, but may instead be held by means of remote communications, subject to such guidelines and procedures as the Board may adopt from time to time. The Board may postpone and reschedule any previously scheduled annual or special meeting of the stockholders.

2. Annual Meeting. An annual meeting of the stockholders will be held at such date and time as may be designated from time to time by the Board, at which meeting the stockholders will elect by a plurality vote the Directors to succeed those Directors whose terms expire at such meeting and will transact such other business as may properly be brought before the meeting in accordance with Bylaw 8.

3. Special Meetings. Special meetings of the stockholders may be called only (i) by the Chairman, (ii) by the President, or (iii) by the Secretary within 10 calendar days after receipt of the written request of a majority of the total number of Directors that the Company would have if there were no vacancies (the “Whole Board”). Any such request by a majority of the Whole Board must be sent to the Chairman and the Secretary and must state the purpose or purposes of the proposed meeting. Special meetings of holders of the outstanding Preferred Stock, $0.01 par value, of the Company (the “Preferred Stock”), if any, may be called in the manner and for the purposes provided in the applicable Preferred Stock Designation (as defined in the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)).

4. Notice of Meetings. Written notice of every meeting of the stockholders, stating the place, if any, date and time thereof, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, will be given not less than 10 nor more than 60 calendar days before the date of the meeting to each stockholder of record entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date, or time, written notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at

such adjourned meeting must be given in conformity herewith. At any adjourned meeting, any business may be transacted which properly could have been transacted at the original meeting.

5. Inspectors. The Board may appoint one or more inspectors of election to act as judges of the voting and to determine those entitled to vote at any meeting of the stockholders, or any adjournment thereof, in advance of such meeting. The Board may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer of the meeting may appoint one or more substitute inspectors.

6. Quorum. Except as otherwise provided by law or in a Preferred Stock Designation, the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum at all meetings of the stockholders for the transaction of business thereat. If, however, such quorum is not present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, will have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented.

7. Voting; Proxies. Except as otherwise provided by law, by the Company’s Certificate of Incorporation, or in a Preferred Stock Designation, each stockholder will be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Company on the record date for the meeting and such votes may be cast either in person or by proxy. Every proxy must be authorized in a manner permitted by Section 212 of the Delaware General Corporation Law (or any successor provision). Without affecting any vote previously taken, a stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person, by revoking the proxy by giving notice to the Secretary of the Company, or by a later appointment of a proxy. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless otherwise required by the Certificate of Incorporation or these Bylaws or unless the Chairman or the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting otherwise determine. Every vote taken by written ballot will be counted by the inspectors of election. When a quorum is present at any meeting, the affirmative vote of the holders of a majority of the stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter and which has actually been voted will be the act of the stockholders, except in the election of Directors or as otherwise provided in these Bylaws, the Certificate of Incorporation, a Preferred Stock Designation, or by law.

8. Order of Business.

(a) The Chairman, or such other officer of the Company designated by a majority of the Whole Board, will call meetings of the stockholders to order and will act as presiding officer thereof. Unless otherwise determined by the Board prior to the meeting, the presiding officer of the meeting of the stockholders will also determine the order of business and have the authority in his or her sole discretion to regulate the conduct of any such meeting, including without limitation by imposing restrictions on the persons (other than stockholders of

the Company or their duly appointed proxies) that may attend any such stockholders’ meeting, by ascertaining whether any stockholder or his or her proxy may be excluded from any meeting of the stockholders based upon any determination by the presiding officer, in his or her sole discretion, that any such person has disrupted or is likely to disrupt the proceedings thereat, and by determining the circumstances in which any person may make a statement or ask questions at any meeting of the stockholders.

(b) At an annual meeting of the stockholders, only such business will be conducted or considered as is properly brought before the annual meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of the annual meeting (or any supplement thereto) given by or at the direction of the Board in accordance with Bylaw 4, (ii) otherwise properly brought before the annual meeting by the presiding officer or by or at the direction of a majority of the Whole Board, or (iii) otherwise properly requested to be brought before the annual meeting by a stockholder of the Company in accordance with Bylaw 8(c).

(c) For business to be properly requested by a stockholder to be brought before an annual meeting, (i) the stockholder must be a stockholder of the Company of record at the time of the giving of the notice for such annual meeting provided for in these Bylaws, (ii) the stockholder must be entitled to vote at such meeting, (iii) the stockholder must have given timely notice thereof in writing to the Secretary, and (iv) if the stockholder, or the beneficial owner on whose behalf any business is brought before the meeting, has provided the Company with a Proposal Solicitation Notice, as that term is defined in this Bylaw 8(c), such stockholder or beneficial owner must have delivered a proxy statement and form of proxy to the holders of at the least the percentage of shares of the Company entitled to vote that is required to approve such business that the stockholder proposes to bring before the annual meeting and included in such materials the Proposal Solicitation Notice. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60 nor more than 90 calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 calendar days prior to or delayed by more than 30 calendar days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting or the 10th calendar day following the day on which public disclosure of the date of such meeting is first made. In no event shall the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice to the Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting (A) a description in reasonable detail of the business desired to brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the Company’s books, of the stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (C) the class and series and number of shares of capital stock of the Company that are owned beneficially and of record by the stockholder proposing such business and by the beneficial owner, if any, on whose behalf the proposal is made, (D) a description of all arrangements or understandings among such

stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business, (E) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares of the Company entitled to vote that is required to approve the proposal (an affirmative statement of such intent, a “Proposal Solicitation Notice”), and (F) a representation that such stockholder is a holder of record of stock of the Company entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to bring such business before the annual meeting. Notwithstanding the foregoing provisions of this Bylaw 8(c), a stockholder must also comply with all applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”) with respect to the matters set forth in this Bylaw 8(c). For purposes of this Bylaw 8(c) and Bylaw 13, “public disclosure” means disclosure in a press release reported by the Dow Jones News Service, Associated Press, or comparable national news service or in a document filed by the Company with the Securities and Exchange Commission pursuant to the Exchange Act or furnished by the Company to stockholders. Nothing in this Bylaw 8(c) will be deemed to affect any rights of stockholders to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a‑8 under the Exchange Act.

(d) At a special meeting of stockholders, only such business may be conducted or considered as is properly brought before the meeting. To be properly brought before a special meeting, business must be (i) specified in the notice of the meeting (or any supplement thereto) given by or at the direction of the Chairman, the President or a majority of the Whole Board in accordance with Bylaw 4 or (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Whole Board.

(e) The determination of whether any business sought to be brought before any annual or special meeting of the stockholders is properly brought before such meeting in accordance with this Bylaw 8 will be made by the presiding officer of such meeting. If the presiding officer determines that any business is not properly brought before such meeting, he or she will so declare to the meeting and any such business will not be conducted or considered.

DIRECTORS

9. Function. The business and affairs of the Company will be managed under the direction of its Board.

10. Number and Terms. Subject to the rights, if any, of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, and to the minimum and maximum number of authorized Directors provided in the Certificate of Incorporation, the authorized number of Directors may be determined from time to time only (i) by a vote of a majority of the Whole Board or (ii) by the affirmative vote of the holders of at least a majority of the Voting Stock, voting together as a single class.

11. Vacancies and Newly Created Directorships. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board resulting from death, resignation, disqualification, removal, or other cause will be filled solely by the affirmative vote of a majority of the Directors then in office, even though less than a quorum of the Board, or by a sole remaining Director. Any Director elected in accordance with the preceding sentence will hold office until the next annual meeting of stockholders and until such Director’s successor is elected and qualified. No decrease in the number of Directors constituting the Board will shorten the term of an incumbent Director.

12. Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, any Director may be removed from office by the stockholders only for cause and only in the manner provided in the Certificate of Incorporation and, if applicable, any amendment to this Bylaw 12.

13. Nominations of Directors.

(a) Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional Directors under circumstances specified in a Preferred Stock Designation, only persons who are nominated in accordance with this Bylaw 13 will be eligible for election at a meeting of stockholders as Directors of the Company.

(b) Nominations of persons for election as Directors of the Company may be made only at an annual meeting of stockholders (i) by or at the direction of the Board or a committee of the Board or (ii) by any stockholder that is a stockholder of record at the time of giving of notice provided for in this Bylaw 13, who is entitled to vote for the election of Directors at such annual meeting, and who complies with the procedures set forth in this Bylaw 13. If a stockholder, or a beneficial owner on whose behalf any such nomination is made, has provided the Company with a Nomination Solicitation Notice, as that term is defined in this Bylaw 13 below, such stockholder or beneficial owner must have delivered a proxy statement and form of proxy to the holders of at least a majority of the shares of the Company entitled to vote in the election of Directors and included in such materials the Nomination Solicitation Notice. All nominations by stockholders must be made pursuant to timely notice in proper written form to the Secretary.

(c) To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 60 nor more than 90 calendar days prior to the first anniversary of the date on which the Company first mailed its proxy materials for the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 calendar days prior to or delayed by more than 30 calendar days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of the 90th calendar day prior to such annual meeting or the 10th calendar day following the day on which public disclosure of the date of such meeting is first made. In no event shall the

public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. To be in proper written form, such stockholder’s notice must set forth or include: (i) the name and address, as they appear on the Company’s books, of the stockholder giving the notice and of the beneficial owner, if any, on whose behalf the nomination is made; (ii) a representation that the stockholder giving the notice is a holder of record of stock of the Company entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the person or persons specified in the notice; (iii) the class and series and number of shares of stock of the Company owned beneficially and of record by the stockholder giving the notice and by the beneficial owner, if any, on whose behalf the nomination is made; (iv) a description of all arrangements or understandings between or among any of (A) the stockholder giving the notice, (B) the beneficial owner on whose behalf the notice is given, (C) each nominee, and (D) any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder giving the notice; (v) such other information regarding each nominee proposed by the stockholder giving the notice as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had the nominee been nominated, or intended to be nominated, by the Board; (vi) the signed consent of each nominee to serve as a Director of the Company if so elected; and (vii) whether either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of at least the percentage of shares of the Company entitled to vote required to elect such nominee or nominees (an affirmative statement of such intent, a “Nomination Solicitation Notice”). The presiding officer of any annual meeting will, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by this Bylaw 13, and if he or she should so determine, he or she will so declare to the meeting and the defective nomination will be disregarded. Notwithstanding the foregoing provisions of this Bylaw 13, a stockholder must also comply with all applicable requirements of the Exchange Act with respect to the matters set forth in this Bylaw 13.

14. Resignation. Any Director may resign at any time by giving notice in writing or by electronic transmission of his or her resignation to the Chairman or the Secretary. Any resignation will be effective upon actual receipt by any such person or, if later, as of the date and time specified in such written notice.

15. Regular Meetings. Regular meetings of the Board may be held immediately after the annual meeting of the stockholders and at such other time and place either within or without the State of Delaware as may from time to time be determined by the Board. Notice of regular meetings of the Board need not be given.

16. Special Meetings. Special meetings of the Board may be called by the Chairman or the President on one day’s notice to each Director by whom such notice is not waived, given either personally or by mail, courier, telephone, facsimile, or similar medium of communication, and will be called by the Chairman or the President, in like manner and on like notice, on the written request of a majority of the Whole Board. Special meetings of the Board may be held at such time and place either within or without the State of Delaware as is determined by the Board or specified in the notice of any such meeting.

17. Quorum. At all meetings of the Board, a majority of the Whole Board will constitute a quorum for the transaction of business. Except for the designation of committees as hereinafter provided and except for actions required by these Bylaws or the Certificate of Incorporation to be taken by a majority of the Whole Board, the act of a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board. If a quorum is not present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time to another place, time, or date, without notice other than announcement at the meeting, until a quorum is present; provided that, until the adjournment of the 2016 Annual Meeting of Stockholders of the Company, (i) any amendment, rescission, repeal, modification, or alteration of those certain resolutions of the Board, dealing with the appointment and removal of the Chairman under certain circumstances and amending the Bylaws in certain respects all of which were adopted at a meeting held on April 14, 2015, by the Board (the “Appointment Resolutions”), (ii) the adoption of another resolution of the Board that is contrary to or inconsistent with the Appointment Resolutions or (iii) any amendment, alteration or repeal of this proviso by the Board, in each case of (i) through (iii) above shall require the affirmative vote of at least 90% of the Whole Board (rounded up to the nearest whole number of directors).

18. Participation in Meetings by Remote Communications. Members of the Board or any committee designated by the Board may participate in a meeting of the Board or any such committee, as the case may be, by means of telephone conference or other means by which all persons participating in the meeting can hear each other, and such participation in a meeting will constitute presence in person at the meeting.

19. Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board or any committee thereof may be taken without a meeting if all of the members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing(s) or electronic transmission(s) are filed with the minutes of the Board or committee.

20. Committees.

(a) The Board, by resolution passed by a majority of the Whole Board, may designate one or more additional committees. Each such committee will consist of one or more Directors and will have such lawfully delegable powers and duties as the Board may confer. Any such committee designated by the Board will have such name as may be determined from time to time by resolution adopted by the Board.

(b) The members of each committee of the Board will serve in such capacity at the pleasure of the Board or as may be specified in any resolution from time to time adopted by the Board. The Board may designate one or more Directors as alternate members of any such committee, who may replace any absent or disqualified member at any meeting of such committee. In lieu of such designation by the Board, in the absence or disqualification of any member of a committee of the Board, the members thereof present at any such meeting of such committee and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member.

(c) Unless otherwise prescribed by the Board, a majority of the members of any committee of the Board will constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum will be the act of such committee. Each committee of the Board may prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board, and will keep a written record of all actions taken by it.

21. Compensation. The Board may establish the compensation for, and reimbursement of the expenses of, Directors for membership on the Board and on committees of the Board, attendance at meetings of the Board or committees of the Board, and for other services by Directors to the Company or any of its subsidiaries.

22. Rules. The Board may adopt rules and regulations for the conduct of meetings and the oversight of the management of the affairs of the Company.

NOTICES

23. Generally. Except as otherwise provided by law, these Bylaws, or the Certificate of Incorporation, whenever by law or under the provisions of the Certificate of Incorporation or these Bylaws notice is required to be given to any Director or stockholder, it will not be construed to require personal notice, but such notice may be given in writing, by mail or courier service, addressed to such Director or stockholder, at the address of such Director or stockholder as it appears on the records of the Company, with postage thereon prepaid, and such notice will be deemed to be given at the time when the same is deposited in the United States mail. Notice to Directors may also be given by telephone, facsimile, electronic transmission or similar medium of communication or as otherwise may be permitted by these Bylaws.

24. Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, will be deemed equivalent to such notice. Attendance of a person at a meeting will constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

OFFICERS

25. Generally. The officers of the Company will be elected by the Board and will consist of a Chairman, a President (who, unless the Board specifies otherwise, will also be the Chief Executive Officer), a Secretary and a Treasurer. The Board may also choose any or all of the following: one or more Vice Chairmen, one or more Assistants to the Chairman, one or more Vice Presidents (who may be given particular designations with respect to authority, function, or seniority), one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as the Board may from time to time determine. Notwithstanding the foregoing, by specific action the Board may authorize the Chairman to appoint any person to any office other

than Chairman, Chief Executive Officer, President, Secretary or Treasurer. Any number of offices may be held by the same person. Any of the offices may be left vacant from time to time as the Board may determine. In the case of the absence or disability of any officer of the Company or for any other reason deemed sufficient by a majority of the Board, the Board may delegate the absent or disabled officer’s powers or duties to any other officer or to any Director.

26. Compensation. The compensation of all officers and agents of the Company who are also Directors of the Company will be fixed by the Board or by a committee of the Board. The Board may fix, or delegate the power to fix, the compensation of other officers and agents of the Company to an officer of the Company.

27. Succession. The officers of the Company will hold office until their successors are elected and qualified. Any officer may be removed at any time by the affirmative vote of a majority of the Whole Board; provided that, until the final adjournment of the 2016 Annual Meeting of Stockholders of the Company, the affirmative vote of at least 90% of the Whole Board (rounded up to the nearest whole number of directors) shall be required (x) to remove or replace the Chairman without cause or (y) for the Board to amend, alter or repeal this proviso. Any vacancy occurring in any office of the Company may be filled by the Board or by the Chairman as provided in Bylaw 25.

28. Authority and Duties. Each of the officers of the Company will have such authority and will perform such duties as are customarily incident to their respective offices or as may be specified from time to time by the Board.

STOCK

29. Certificates. Shares of stock of the Company may be represented by certificates or may be uncertificated. Certificates representing shares of stock of the Company will be in such form as is determined by the Board, subject to applicable legal requirements. Each such certificate will be numbered and its issuance recorded in the books of the Company, and such certificate will exhibit the holder’s name and the number of shares and will be signed by, or in the name of, the Company by the Chairman or the President and the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, and will also be signed by, or bear the facsimile signature of, a duly authorized officer or agent of any properly designated transfer agent of the Company. Any or all of the signatures and the seal of the Company, if any, upon such certificates may be facsimiles, engraved, or printed. Such certificates may be issued and delivered notwithstanding that the person whose facsimile signature appears thereon may have ceased to be such officer at the time the certificates are issued and delivered.

30. Classes of Stock. The designations, powers, preferences and relative participating, optional, or other special rights of the various classes of stock or series thereof, and the qualifications, limitations, or restrictions thereof, will be set forth in full or summarized on the face or back of the certificates which the Company issues to represent its stock or, in lieu thereof, such certificates will set forth the office of the Company from which the holders of certificates may obtain a copy of such information at no charge.

31. Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen, or destroyed. As a condition precedent to the issuance of a new certificate or certificates, the Secretary may require the owners of such lost, stolen, or destroyed certificate or certificates to give the Company a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Company with respect to the certificate alleged to have been lost, stolen, or destroyed or the issuance of the new certificate.

32. Record Dates.

(a) In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which will not be more than 60 nor less than 10 calendar days before the date of such meeting. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders will be at the close of business on the calendar day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the calendar day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of the stockholders will apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

(b) In order that the Company may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date will not be more than 60 calendar days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose will be at the close of business on the calendar day on which the Board adopts the resolution relating thereto.

(c) The Company will be entitled to treat the person in whose name any share of its stock is registered as the owner thereof for all purposes, and will not be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether or not the Company has notice thereof, except as expressly provided by applicable law.

GENERAL

33. Fiscal Year. The fiscal year of the Company will end on December 31st of each year or such other date as may be fixed from time to time by the Board.

34. Seal. The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

35. Reliance Upon Books, Reports and Records. Each Director, each member of a committee designated by the Board, and each officer of the Company will, in the performance of

his or her duties, be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports, or statements presented to the Company by any of the Company’s officers or employees, or committees of the Board, or by any other person or entity as to matters the Director, committee member, or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.

36. Time Periods. In applying any provision of these Bylaws that requires that an act be performed or not be performed a specified number of days prior to an event or that an act be performed during a period of a specified number of days prior to an event, calendar days will be used unless otherwise specified, the day of the doing of the act will be excluded, and the day of the event will be included.

37. Amendments. Except as otherwise provided by law or by the Certificate of Incorporation or these Bylaws, these Bylaws or any of them may be amended in any respect or repealed at any time, either (i) at any meeting of stockholders, provided that any amendment or supplement proposed to be acted upon at any such meeting has been described or referred to in the notice of such meeting, or (ii) at any meeting of the Board, provided that no amendment adopted by the Board may vary or conflict with any amendment adopted by the stockholders in accordance with the Certificate of Incorporation and these Bylaws. Notwithstanding the foregoing and anything contained in these Bylaws to the contrary, Bylaws 1, 3, 8, 10, 11, 12, 13 and 37 may not be amended or repealed by the stockholders, and no provision inconsistent therewith may be adopted by the stockholders, without the affirmative vote of the holders of at least a majority of the Voting Stock, voting together as a single class.

38. Certain Defined Terms. Terms used herein with initial capital letters that are not otherwise defined are used herein as defined in the Certificate of Incorporation.

Execution Version

SECOND AMENDMENT TO

SHAREHOLDER AGREEMENTS

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”).

WHEREAS, each Company and each Shareholder entered into the following agreements, as appropriate: (i) Shareholder Agreement – Option Shares, dated as of July 31, 2000, between Operating and Morris, as amended by that certain Amendment to Shareholder Agreement – Option Shares, dated as of June 30, 2002, (ii) Shareholder Agreement – Option Shares, dated as of July 31, 2000, between Assets and Morris, as amended by that certain Amendment to Shareholder Agreement – Option Shares, dated as of June 30, 2002, (iii) Shareholder Agreement – Owned Shares, dated as of July 31, 2000, between Assets and the IRA, (iv) Shareholder Agreement – Owned Shares, dated as of July 31, 2000, between Operating and the IRA and (v) Amendment to Shareholder Agreements, dated June 20, 2012, between Assets, Operating, Alon Energy, Morris and the IRA (the “First Amendment” and, collectively, the “Shareholder Agreements”), which set forth the rights and obligations of such Company and the Shareholders with respect to shares of common stock of such Company to be acquired by such Shareholder pursuant to the exercise of certain stock options (the “Shareholder Agreements”); and

WHEREAS, Alon Energy, the Companies and the Shareholders have agreed to certain modifications to the Shareholder Agreements, as set forth herein; and

WHEREAS, Alon Energy, the indirect parent company of each Company, will benefit from this Amendment and acknowledges and agrees to the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:


1)	The definition of “Fair Market Value” set forth in Section 1 is hereby amended and restated in its entirety as follows:

“Fair Market Value” of a share of the Company’s Capital Stock means, with respect to any purchase or sale of shares of Capital Stock owned by a Shareholder, shall be equivalent to the product of (a) the number of shares of Alon Energy Common Stock into which such share of the Company’s Capital Stock would be exchangeable in accordance with table set forth in the First Amendment, multiplied by (b) the average Daily VWAP of the Alon Energy Common Stock as calculated each day during the 15 consecutive Trading Day period ending immediately prior to the date of determination.

“Daily VWAP” of the Alon Energy Common Stock on any Trading Day means the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page ALJ.N <EQUITY> VAP (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of the Common Stock on such trading day determined, using a volume-weighted average method to the extent practicable, by a nationally recognized independent investment banking firm retained for this purpose by Alon Energy). Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law or executive order to close.

“Scheduled Trading Day” shall mean any day that is scheduled to be a Trading Day. If the Alon Energy Common Stock is not so listed for trading or quotation on or by any exchange or quotation system, Scheduled Trading Day means a Business Day.

“Trading Day” shall mean a day during which trading in the Alon Energy Common Stock generally occurs on The New York Stock Exchange or, if the Alon Energy Common Stock is not listed on The New York Stock Exchange, the principal U.S. national or regional securities exchange on which the Alon Energy Common Stock is listed, admitted for trading or quoted or, if the Alon Energy Common Stock is not so listed, admitted for trading or quoted, any Business Day. A Trading Day only includes those days that have a scheduled closing time of 4:00 p.m. (New York City time) or the then standard closing time for a regular full Trading Day on the relevant exchange or trading system. For the avoidance of doubt, Trading Day shall not include any Scheduled Trading Day with a scheduled closing time earlier than the then standard closing time for a regular full Trading Day even if such earlier closing time is the scheduled closing time for such day.

2) Sections 4 and 5 of the Shareholder Agreements are hereby amended and restated in their entirety as follows:

“4. Call Option of the Company.

(a) Initiation of Call Option. Beginning on the first date that the Morris is no longer a director of Alon Energy or Alon USA Partners GP, LLC (the “Separation Date”), the Company will have the right to accelerate the exchange (“the “Call Right”) of any or all of the shares of the Capital Stock of the Shareholders in accordance with the terms and conditions of this Section 4. The Company’s Call Right may be exercised at any time within one year following the Separation Date by delivering a written notice (the “Call Notice”) to the Shareholders, which will set forth the Company’s irrevocable undertaking to exchange the number of shares of Capital Stock stated in the Call Notice. Each Shareholder agrees to tender its

Capital Stock to the Company upon delivery of the Call Notice on the terms and conditions set forth in this Section 4.

(b) Exchange of Capital Stock. The number of shares of Alon Energy Common Stock to be issued in respect of each share of Company Capital Stock being exchanged will be equal to 187.06.

(c) Closing. The closing of the exchange contemplated by this Section 4 will occur on the 30^th day following delivery of the Call Notice (or such earlier date as may be agreed among the parties). At such closing, the Company will deliver the appropriate number of shares of Alon Energy Common Stock to the Shareholders against delivery by the Shareholders of certificates evidencing the Capital Stock being exchanged, free and clear of all liens, claims and encumbrances (other than this Shareholder Agreement) and endorsed in good form for transfer.

5. Put Option of the Shareholders.

(a) Initiation of the Put Option. After the Separation Date, the Shareholders or the Shareholders’ Representative, in the event of a Shareholder’s death, will have the right to require the Company to accelerate the exchange (the “Put Right”) of any or all of the shares of Capital Stock of the Shareholders in accordance with the terms and conditions of this Section 5. The Shareholders’ right to require the Company to exchange the Capital Stock may be exercised at any time within one year following the Separation Date by delivering a written notice (the “Put Notice”) to the Company, which will set forth the Shareholders’ irrevocable undertaking to tender to the Company the number of shares of Capital Stock stated in the Put Notice. The Company agrees to exchange Capital Stock upon the delivery of a Put Notice on the terms and conditions of this Section 5.

(b) Exchange of Capital Stock. The number of shares of Alon Energy Common Stock to be issued in respect of each share of Company Capital Stock being exchanged will be equal to 187.06.

(c) Closing. The closing of the purchase and sale contemplated by this Section 5 will occur on the 30^th day following delivery of the Put Notice (or such earlier date as may be agreed among the parties). At such closing, the Company will deliver the appropriate number of shares of Alon Energy Common Stock to the Shareholders against delivery by the Shareholders of certificates evidencing the Capital Stock being exchanged, free and clear of all liens, claims and encumbrances (other than this Shareholder Agreement) and endorsed in good form for transfer.


3)	The Shareholder Agreement is hereby amended to include new Sections 6(d) and (e) as follows:

“(d) In the event that Alon Energy consolidates with, merges with or into, another Person, or any Person consolidates with, or merges with or into, Alon Energy, the Company will provide Shareholders with the right to immediately accelerate and effect the exchange of all remaining shares of Company Capital Stock into shares of Alon Energy Common Stock (the “Acceleration Right”). The Company shall deliver written notice to Shareholders (the “Pre-Merger Notice”), which written notice shall specify the terms and conditions on which the proposed transaction is to take place.

(e) Exercise of Acceleration Right. The Acceleration Right may be exercised by any Shareholder by delivery of a written notice to the Company within five (5) calendar days following the receipt of the Pre-Merger Notice, such written notice to state the number of shares of Capital Stock that the Shareholder proposes to exchange. The closing of the exchanges contemplated by this Section 6(e) shall be effective immediately prior to the closing of the transaction giving rise to the Pre-Merger Notice. At such closing, the Company will deliver the shares of Alon Energy Common Stock to the Shareholders against delivery by the Shareholders of certificates evidencing the Capital Stock being exchanged, free and clear of all liens, claims and encumbrances (other than this Shareholder Agreement) and endorsed in good form for transfer.”

4) Except as specifically modified hereby, the terms and conditions of the Shareholder Agreements shall remain in full force and effect. Initially capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Shareholder Agreements.

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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.



	ALON ASSETS, INC. By: /s/ Paul Eisman Name: Paul Eisman Title: President and CEO

	ALON USA ENERGY, INC. By: /s/ Paul Eisman Name: Paul Eisman Title: President and CEO
	/s/ Jeff Morris Jeff Morris
	/s/ Jeff Morris Jeff Morris / IRA
	AGREED TO AND ACKNOWLEDGED By: /s/ Karen Morris Name: Karen Morris

SPOUSAL CONSENT

I acknowledge that I have read the foregoing Amendment to Shareholders Agreement (the “Agreement”) between Alon USA Energy, Inc., Alon Assets, Inc. (“Assets”), my spouse and my spouse’s IRA, that I understand its provisions, that I consent thereto and that I agree to be bound by its terms. I am aware that by its terms, among other things, my spouse and my spouse’s IRA agree to exchange their shares of the capital stock in Assets, including my community property or other interest therein (if any). I hereby consent to such exchange, approve of the provisions of the Agreement, and agree that if I predecease my spouse, the successors of my community property or other interest (if any) in such shares will hold such shares subject to the provisions of the Agreement.

Dated: April 30, 2015__________________ /s/ Karen Morris (Signature of Spouse)

Karen Morris

(Printed Name)

MANAGEMENT EMPLOYMENT AGREEMENT

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:

1. Position/Term. (a) The term of the Manager’s employment under this Agreement shall commence as of June 1, 2015.

(b) Throughout the term of this Agreement, Employer shall employ Manager and Manager shall render services to Employer in the capacity and with the title of Chief Executive Officer of Alon USA Energy, Inc., or such other title as may be established by Employer from time to time. Manager shall devote his full time and best effort to the successful functioning of the business of Employer and shall faithfully and industriously perform all duties pertaining to his position, including such additional duties as may be assigned from time to time, to the best of Manager’s ability, experience and talent. Manager shall be subject at all times during the term hereof to the direction and control of Employer in respect of the work to be done.

(c) Manager’s employment hereunder shall be for an initial term of two years. Thereafter, the term shall renew automatically each year for a term of one year, unless either party provides the other with written notice at least 30 days prior to the expiration of the term.

2. Compensation. (a) Manager’s salary (“Base Compensation”) shall be $550,000 per year, payable bi-weekly (unless the payroll practice of the Company changes to monthly or semi-monthly) in arrears and subject to change only with the mutual written consent of Employer and Manager, subject to annual merit increases for the salaries of all salaried employees/management, including Manager.

(b) Manager shall be entitled to participate in the Alon USA Annual Cash Bonus Plan which will be subject to modification in the sole discretion of the Company without advanced notice from time to time as set forth therein. For purposes of determining the Manager’s Target Bonus Amount under such plan, the Manager shall participate up to an amount equal to one-hundred percent (100%) of base compensation.

(c) Manager shall be granted 100,000 shares of restricted common stock of Alon USA Energy, Inc. on each of June 1, 2015 and June 1, 2016, all of which shares shall vest upon the first anniversary of the date of grant, subject to acceleration in certain circumstances. Each grant will be subject to the terms of a mutually acceptable restricted stock grant agreement executed by Manager and Alon USA Energy, Inc.

3. Fringe Benefits; Reimbursement of Expenses. Employer shall make available, or cause to be made available to Manager, throughout the period of his employment hereunder, such benefits, including any disability, hospitalization, medical benefits, life insurance, pension plan or other benefits or policy, as may be put into effect from time to time by Employer generally for other

Management members at the level of Management. The Company expressly reserves the right to modify such benefits at any time.

Manager will be reimbursed for all reasonable out-of-pocket business, business entertainment and travel expenses paid by the Manager, in accordance with and subject to applicable Company expense incurrence and reimbursement policies. Any expense reimbursements required to be made under this Agreement will be for expenses incurred by Manager during the term of this Agreement, and such reimbursements will be made not later than December 31^st of the year following the year in which Manager incurs the expense; provided, that in no event will the amount of expenses eligible for payment or reimbursement in one calendar year affect the amount of expenses to be paid or reimbursed in any other calendar year. Manager’s right to expense reimbursement will not be subject to liquidation or exchange for another benefit.

4. Vacation. The number of vacation days to which Manager shall be entitled each year shall be based on the years of service of the Manager for Employer as follows – 20 days up to 5 years, 25 days after 5 years, 30 days after 10 years. Unless otherwise agreed, vacation may not be carried over into a new calendar year. Vacation time shall be taken only after providing reasonable notice to the person to whom the Manager reports.

5. Compliance With Employer Policies. Manager shall comply with and abide by all employment policies and directives of Employer. Employer may, in its sole discretion, change, modify or adopt new policies and directives affecting Manager’s employment. In the event of any conflict between the terms of this Agreement and Employer’s employment policies and directives, the terms of this Agreement will be controlling.

6. Restrictive Covenant. In consideration of the confidential business information that Employer promises to provide Manager access or exposure to during the term of employment as described in paragraph 7 of the Agreement, Manager agrees to the restrictive covenants set forth in this paragraph 6 and its subparts:

(a) Manager agrees that during the term of Manager’s employment with Employer and for a period of nine months following any termination of Manager’s employment, (the “Non-Compete Period”), Manager will not, without the prior written consent of Employer, directly or indirectly, either as an individual or as an employee, officer, director, shareholder, partner, sole proprietor, independent contractor, consultant or in any other capacity conduct any business, or assist any person in conducting any business, that is in competition with the business of Employer or its Affiliates (as defined below).

(b) In addition to any other covenants or agreements to which Manager may be subject, during the Non-Compete Period, Manager will not, directly or indirectly, either as an individual or as an employee, officer, director, shareholder, partner, sole proprietor, independent contractor, consultant or in any other capacity whatsoever approach or solicit any customer or vendor of Employer with whom the Manager had contact or received information about during the course of employment for the purpose of causing, directly or indirectly, any such customer or vendor to cease doing business with Employer or its Affiliates.

For the purposes of this Agreement, the “business of Employer or its Affiliates” means the business of refining petroleum distillates and the wholesale distribution of such products in the Territory. The term “Affiliates” means all subsidiaries of Employer and each person or entity that controls, is controlled by, or is under common control with Employer. The “Territory” means the states of Texas, New Mexico, Arizona, California, Oregon, Washington and Nevada. It is understood and agreed that the scope of each of the covenants contained in this Section 6 is reasonable as to time, area, and persons and is necessary to protect the legitimate business interest of Employer. It is further agreed that such covenants will be regarded as divisible and will be operative as to time, area and persons to the extent that they may be so operative. The terms of this Section 6 shall not apply to the ownership by Manager of less than 5% of a class of equity securities of an entity, which securities are publicly traded on the New York Stock Exchange, the American Stock Exchange, or the National Market System of the National Association of Securities Dealers Automated Quotation System. The provisions of this Section 6 will survive any termination or expiration of this Agreement.

7. Confidentiality. (a) During the course of employment, Employer promises to provide Manager with access or exposure to information or ideas of a confidential or proprietary nature which pertain to an area of Employer’s business, financial, legal, marketing, administrative, personnel, technical or other functions or which constitute trade secrets (including, but not limited to, as examples specifications, designs, plans, drawings, software, data, prototypes, the identity of sources and markets, marketing information and strategies; business and financial plans and strategies, methods of doing business; data processing and management information and technical systems, programs and practices; customers and users and their needs, sales history; and financial strength), and such information of third parties which has been provided to Employer in confidence (“Confidential Information”). All such information is deemed “confidential” or “proprietary” whether or not it is so marked, provided that it is maintained as confidential by the Company. Information will not be considered to be Confidential Information to the extent that it is generally available to the public. Nothing in this Section 7 will prohibit the use or disclosure by Manager of knowledge that is in general use in the industry or general business knowledge.

(b) Manager shall hold Confidential Information in confidence, use it only in connection with the performance of duties on behalf of Employer, and restrict its disclosure to those directors, employees or independent contractors of Employer having a need to know.

(c) Manager shall not disclose, copy or use Confidential Information for the benefit of anyone other than Employer without Employer’s prior written consent.

(d) Manager shall, upon Employer’s request or Manager’s termination of employment, return to Employer any and all written documents containing Confidential Information in Manager’s possession, custody or control.

8. Non-Interference with Employment Relationships. In consideration of the confidential business information that Employer promises to provide Manager access or exposure to during the term of employment as described in paragraph 7 of this Agreement, Manager promises that during the term of his/her employment with Employer, and for a period of one (1) year thereafter, Manager shall not, without Employer’s prior written consent, directly or indirectly: (a) induce or

attempt to induce any employee to leave the Employer’s employ; or (b) interfere with or disrupt the Employer’s relationship with any of its employees or independent contractors.

9. Copyright, Inventions, Patents. Employer shall have all right, title and interest to all features (including, but not limited to, graphic designs, copyrights, trademarks and patents) created during the course of or resulting from Manager’s employment with Employer. Manager hereby assigns to Employer all copyright ownership and rights to any work developed by Manager and reduced to practice for or on behalf of Employer or which relate to Employer’s business during the course of the employment relationship. At Employer’s expense, Manager shall do all other things including, but not limited to, the giving of evidence in suits and proceedings, and the furnishing and/or assigning of all documentation and other materials relative to Employer’s intellectual property rights, necessary or appropriate for Employer to obtain, maintain, and assert its rights in such work.

10. Termination of Employment. (a) Employer may terminate Manager’s employment hereunder at any time for Cause. For purposes hereof, Cause shall mean: (i) conviction of a felony or a misdemeanor where imprisonment is imposed for more than 30 days; (ii) commission of any act of theft, fraud, dishonesty, or falsification of any employment or Employer records; (iii) improper disclosure of Confidential Information; (iv) any intentional action by the Manager having a material detrimental effect on the Company’s reputation or business; (v) any material breach of this Agreement, which breach is not cured within ten (10) business days following receipt by Manager of written notice of such breach; (vi) unlawful appropriation of a corporate opportunity; or (vii) intentional misconduct in connection with the performance of any of Manager’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure to the detriment of the Company any profit in connection with any transaction entered into on behalf of the Company, any material misrepresentation to the Company, or any knowing violation of law or regulations to which the Company is subject. Upon termination of Manager’s employment with the Company for Cause, the Company shall be under no further obligation to Manager, except to pay all earned but unpaid Base Compensation and all accrued benefits and vacation to the date of termination (and to the extent required by law).

(b) Employer may terminate Manager’s employment hereunder without Cause, or Manager may terminate his employment hereunder for Good Reason, upon not less than thirty (30) days prior written notice. In the event of any such termination, Manager shall be entitled to receive his Base Compensation through the termination date and any annual bonus entitlement, prorated for the number of months of employment for the fiscal year in question, all accrued benefits and vacation to the date of termination (and to the extent required by law), plus an amount of severance payment equal to one year’s Base Compensation as in effect immediately before any notice of termination. “Good Reason” means (i) without the Manager’s prior written consent, the Employer reduces Manager’s Base Compensation or the percentage of Manager’s Base Compensation established as Manager’s maximum target bonus percentage for purposes of Employer’s annual cash bonus plan; (ii) any material breach of this Agreement, which breach is not cured within ten (10) business days following receipt by Employer of written notice of such breach; (iii) the delivery by Employer of notice pursuant to Section 1 (c) of this Agreement that it does not wish this Agreement to automatically renew for any subsequent year; or (iv) the occurrence of a Change in Control. “Change of Control” means: (i) any person or entity, other than Alon Israel

Oil Company, Ltd., becoming the beneficial owner, directly or indirectly, of securities of Alon USA Energy, Inc. representing forty (40%) percent or more of the total voting power of all of its then-outstanding voting securities; (ii) a merger or consolidation of Alon USA Energy, Inc. in which its voting securities immediately prior to the merger or consolidation do not represent, or are not converted into securities that represent, a majority of the voting power of all voting securities of the surviving entity immediately after the merger or consolidation; (iii) a sale of substantially all of the assets of Alon USA Energy, Inc. or a liquidation or dissolution of Alon USA Energy, Inc.; (iv) individuals who, as of the date of the signing of this Agreement, constitute the Board of Directors of Alon USA Energy, Inc. (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director subsequent to the date of the signing of this Agreement, whose election, or nomination for election by the stockholders of Alon USA Energy, Inc., was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board; or (v) David Wiessman ceases to be the Executive Chairman of the Board of Alon USA Energy, Inc. for any reason.

(c) Manager may terminate the employment relationship hereunder with not less than thirty (30) days prior written notice. Upon any such termination of Manager’s employment, other than for Good Reason, the Company shall be under no further obligation to Manager, except to pay all earned but unpaid Base Compensation and all accrued benefits and vacation to the date of termination (and to the extent required by law).

(d) To the extent that a payment becomes due to Manager under this Section 10 by reason of Manager’s termination of employment, (i) the term “termination of employment” will have the same meaning as “separation from service” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) except as provided in Section 10(e) below, all such payments will be made in a single lump sum no later than 60 days after the date on which Manager terminates employment.

(e) If the Company makes a good faith determination that a payment under this Agreement (i) constitutes a deferral of compensation for purposes of Section 409A of the Code, (ii) is made to Manager by reason of his separation from service and (iii) at the time such payment would otherwise be made Manager is a “specified employee” as hereinafter defined, the payment will be delayed until the first day of the seventh month following the date of such termination of employment and will bear interest at the prime rate of interest as published in the Wall Street Journal on the first business day following the date of Manager’s termination of employment. For purposes of this Section 10, a specified employee is an officer of Alon USA Energy, Inc. with annual compensation in excess of $150,000 (as adjusted for years after 2008), provided that only the 50 highest paid officers of Alon USA Energy, Inc. may constitute “specified employees” for any 12‑month period. An individual who is identified as a one of the 50 highest paid officers during any portion of a calendar year will be a specified employee for purposes of the Agreement during the 12‑month period beginning on April 1 of the following calendar year.

(f) The provisions of Sections 6, 7, 8 and 9 of this Agreement will continue in effect notwithstanding any termination of Manager’s employment.

11. Mediation and Arbitration. (a) Employer and Manager hereby state their mutual desire for any dispute concerning a legally cognizable claim arising out of this Agreement or in connection with the employment of Manager by Employer, including, but not limited to, claims of breach of contract, fraud, unlawful termination, discrimination, harassment, workers’ compensation retaliation, defamation, tortious infliction of emotional distress, unfair competition, and conversion (“Legal Dispute”), to be resolved amicably, if possible, and without the need for litigation.

(b) Based on this mutual desire, in the event a Legal Dispute arises, the parties shall utilize the following protocol:

(i) The parties shall first submit the Legal Dispute to mediation under the auspices of the American Arbitration Association (“AAA”) and pursuant to the mediation rules and procedures promulgated by the AAA.

(ii) In the event mediation is unsuccessful in fully resolving the Legal Dispute, binding arbitration shall be the method of final resolution of the Legal Dispute. The parties expressly waive their rights to bring action against one another in a court of law, except as expressly provided in subsection (d). The parties hereto acknowledge that failure to comply with this provision shall entitle the non-breaching party not only to damages, but also to injunctive relief to enjoin the actions of the breaching party. Any Legal Dispute submitted to Arbitration shall be under the auspices of the AAA and pursuant to the “National Rules for the Resolution of Employment Disputes,” or any similar identified rules promulgated at such time the Legal Dispute is submitted for resolution. All mediation and arbitration hearings shall take place in Dallas, Texas.

(c) Notice of submission of any Legal Dispute to mediation shall be provided no later than three hundred sixty-five (365) calendar days following the date the submitting party became aware of the conduct constituting the alleged claims. Failure to do so shall result in the irrevocable waiver of the claim made in the Legal Dispute.

(d) Notwithstanding that mediation and arbitration are established as the exclusive procedures for resolution of any Legal Dispute, (i) either party may apply to an appropriate judicial or administrative forum for injunctive relief and (ii) claims by Employer arising in connection with paragraphs 6, 7, 8 or 9 may be brought in any court of competent jurisdiction.

(e) Each party acknowledges that a remedy at law for any breach or attempted breach of paragraphs 6, 7, 8 or 9 of this Agreement will be inadequate, agrees that Employer will be entitled to specific performance and injunctive and other equitable relief in case of any breach or attempted breach, and agrees not to use as a defense that any party has an adequate remedy at law. This Agreement shall be enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of specific performance, and appropriate injunctive relief may be applied for and granted in connection herewith. Such remedy shall not be exclusive and shall be in addition to any other remedies now or hereafter existing at law or in equity, by statute or otherwise. Except as provided in subsection (c) no delay or omission in exercising any right or remedy set forth in this Agreement shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy.

12. Assignment. This Agreement shall not be assignable by either party except that upon any sale or transfer of all or substantially all of its business by Employer, Employer may assign this Agreement to its successor; any failure to make such an assignment will be considered to constitute the termination of Manager’s employment without cause effective upon the closing of the referenced transaction.

13. No Inducement, Agreement Voluntary. Manager represents that (a) he has not been pressured, misled, or induced to enter into this Agreement based upon any representation by Employer or its agents not contained herein, (b) he has entered into this Agreement voluntarily, after having the opportunity to consult with representatives of his own choosing and that (c) his agreement is freely given.

14. Interpretation and Severability. Any paragraph, phrase or other provision of this Agreement that is determined by a court, arbitrator or arbitration panel of competent jurisdiction to be unreasonable or in conflict with any applicable statute or rule, shall be deemed, if possible, to be modified or altered so that it is not unreasonable or in conflict or, if that is not possible, then it shall be deemed omitted from this Agreement. The invalidity of any portion of this Agreement shall not affect the validity of the remaining portions. Further, should any clause, sentence, provision, paragraph, or part of this Agreement be adjudged by any court of competent jurisdiction, or be held by any other competent governmental authority having jurisdiction, to be illegal, invalid, or unenforceable, such judgment or holding shall not affect, impair, or invalidate the remainder of the Agreement, but shall be confined to the greatest extent possible in its operation to the particular clause, sentence, provision, paragraph, or part of the agreement directly involved, and the remainder of the Agreement shall remain in full force and effect.

15. Prior Agreements Superseded; Amendments. This Agreement revokes and supersedes all prior agreements, written and oral, and represents the entire agreement between the parties in relation to the employment of the Manager by the Company after the Commencement Date and, except as provided in Section 16 below, shall not be subject to modification or amendment by any oral representation, or any written statement by either party, except for a dated writing signed by the Manager and the Employer.

16. Section 409A of the Code. To the extent that any payment made under this Agreement constitutes a deferral of compensation subject to Section 409A of the Code, the time of such payment may not be accelerated except to the extent permitted by Section 409A of the Code. Where Section 409A of the Code permits a payment or benefit that constitutes a deferral of compensation to be accelerated, the payment or benefit may be accelerated in the sole discretion of the Company. Notwithstanding any provision of this Agreement to the contrary, in light of the uncertainty with respect to the proper application of Section 409A of the Code, the Company reserves the right to make amendments to this Agreement as the Company deems necessary or desirable solely to avoid the imposition of taxes or penalties under Section 409A of the Code.

17. Notices. All notices, demands and requests of any kind to be delivered in connection with this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or if sent by nationally-recognized overnight courier or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:

(a) if to the Company, to:

Alon USA GP, LLC

12700 Park Central Dr., Suite 1600

Dallas, TX 75251

Telecopy number: (972) 367-3724

(b) if to Manager, to the address of Manager set forth on the signature page hereto;

or to such other address as the party to whom notice is to be given may have furnished to the other in writing in accordance with the provisions of this Section 16. Any such notice or communication shall be deemed to have been received: (i) in the case of personal delivery, on the date of such delivery; (ii) in the case of nationally-recognized overnight courier, on the next business day after the date sent; and (iii) if by registered or certified mail, on the third business day following the date postmarked.

18. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to principles of conflicts of law.

MANAGER: EMPLOYER:

Paul Eisman ALON USA GP, LLC

/s/ Paul Eisman By:/s/ David Wiessman

Name: David Wiessman

Title: Executive Chairman of the Board

Address for notices:

ALON USA ENERGY, INC.
RESTRICTED STOCK AWARD AGREEMENT

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”);

WHEREAS, the grant of restricted shares evidenced by this agreement (the “Agreement”) was authorized by a resolution of the Board of Directors of the Company (the “Board”).

NOW, THEREFORE, subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Plan, a copy of which is attached hereto and incorporated herein by reference, the Company hereby agrees, provided the Participant remains continuously employed by the Company and its Subsidiaries until such date, to grant to the Participant restricted shares of Common Stock (upon the effectiveness of each such grant, the “Restricted Shares”) in accordance with the following schedule on the respective dates of grant (each a “Date of Grant”):



Number of Restricted Shares Granted		Date of Grant
100,000		June 1, 2015
100,000		June 1, 2016

Terms not defined in this Agreement have the meanings set forth in the Plan.

1.Rights of Grantee.

(a) The Restricted Shares will be fully paid and nonassessable and will be represented by a certificate or certificates registered in the name of the Participant and bearing a legend referring to the restrictions hereinafter set forth. Except as otherwise provided herein, the Participant will have all of the rights of a stockholder with respect to the Restricted Shares; provided, however, that any additional shares of Common Stock or other securities that the Participant may become entitled to receive pursuant to a stock dividend, stock split, combination of shares, recapitalization, merger, consolidation, separation or reorganization or any other change in the capital structure of the Company will be subject to the same restrictions as the Restricted Shares. In order to reflect the effect of any such event, appropriate adjustments will be made to the number and/or class of shares which Participant is eligible to receive pursuant to this Agreement.

(b) The Participant will not be entitled to vote the Restricted Shares or to receive dividends with respect to the Restricted Shares. For purposes of this Agreement, the continuous employment of the Participant with the Company and its Subsidiaries will not be deemed to have been interrupted, and the Participant will not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of the Participant’s

employment among the Company and its Subsidiaries or a leave of absence approved by the Company’s Executive Chairman of the Board.

2. Restrictions on Transfer. The Restricted Shares and the right to receive future grants of Restricted Shares may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Participant, except to the Company, until the Restricted Shares become vested in accordance with Section 3 below; provided, however, that (i) the Participant’s interest in the Restricted Shares may be transferred by will or the laws of descent and distribution and (ii) upon the Vesting Date, the Company shall have the option to repurchase the Restricted Shares in accordance with Section 3(d) below. Any purported transfer, encumbrance or other disposition of the Restricted Shares before they become vested will be null and void, and the other party to any such purported transaction will not obtain any rights to or interest in the Restricted Shares.

3. Vesting of Restricted Shares.

(a) Vesting. The Participant will acquire a vested interest in, and the restrictions on voting and the right to receive dividends set forth in Section 1(b) and the restrictions on transfer set forth in Section 2 will lapse with respect to, Restricted Shares in accordance with the schedule set forth below (each date being referred to as a “Vesting Date”), subject to the Participant’s remaining in the continuous employ of the Company and its Subsidiaries during the period from the Date of Grant to the Vesting Date. Notwithstanding the foregoing, if the Participant is subject to the Alon USA Energy, Inc. Securities Trading Policy (the “Policy”) on the Vesting Date and the Vesting Date is not a trading date under the Policy, the Restricted Shares will vest on the first day following the Vesting Date that is a trading date under the Policy, provided the Participant remains continuously employed by the Company and its Subsidiaries until such date.



Number of Restricted Shares Vested		Vesting Date
100,000 Restricted Shares originally granted on June 1, 2015		June 1, 2016
100,000 Restricted Shares originally granted on June 1, 2016		June 1, 2017

(b) Full Vesting Upon Certain Events. Notwithstanding the provisions of Section 3(a) and the granting schedule set forth in the Recitals hereto, the Participant will (i) be granted all Restricted Shares set forth in the granting schedule that have not previously been granted and, immediately thereafter, (ii) acquire a vested interest in, and the restrictions on voting and the right to receive dividends set forth in Section 1(b) and the restrictions on transfer set forth in Section 2 will lapse with respect to, all nonvested Restricted Shares in the event of (A) the involuntary termination (including disability or death) of the Participant’s employment with the Company and its Subsidiaries for a reason other than Cause, or (B) the voluntary termination of employment with the Company and its Subsidiaries by the Participant for Good Reason, within the 60 month period following the occurrence of a Change in Control meeting the

definition thereof set forth in Sections 8(b)(i) – 8(b)(iv). Notwithstanding the provisions of Section 3(a) and the granting schedule set forth in the Recitals hereto, the Participant will acquire a vested interest in, and the restrictions on voting and the right to receive dividends set forth in Section 1(b) and the restrictions on transfer set forth in Section 2 will lapse with respect to, all nonvested Restricted Shares in the event of the voluntary termination of employment with the Company and its Subsidiaries by the Participant, with or without Good Reason, within the six-month period following the occurrence of a Change in Control meeting the definition thereof set forth in Section 8(b)(v).

(c) Forfeiture. Except as set forth in Section 3(b), in the event the Participant terminates employment with the Company and its Subsidiaries for any reason other than disability, death, involuntary termination by the Company other than for Cause or termination by the Participant for Good Reason, the unvested Restricted Shares will be forfeited immediately and the certificate(s) representing the unvested Restricted Shares will be cancelled as well as any right to grants that are not yet effective.

(d) Repurchase. Upon the Vesting Date, the Company shall have the option, with four (4) days’ prior notice to Participant, to repurchase the Restricted Shares with a cash payment to Participant on the Vesting Date calculated using the closing price of the Company’s Common Stock on the trading day immediately preceding the Vesting Date, less any amount withheld for taxes in accordance with Section 6 below.

4. Participant’s Put Right. If at any time there is no longer a regular public trading market for the Common Stock, the Participant will have the right to require the Company to purchase any or all of the vested Restricted Shares in accordance with this Section 4, provided the Participant has held such shares for at least six months. The Participant’s right to require the Company to purchase vested Restricted Shares may be exercised by delivering a written notice (the “Put Notice”) to the Company that sets forth the Participant’s irrevocable undertaking to sell to the Company the number of vested Restricted Shares stated in such Put Notice. The purchase price per share to be paid for the Participant’s vested Restricted Shares will be the Market Value per Share on the closing date of the purchase and sale contemplated by this Section 4, which will occur on the 30^th day following delivery of the Put Notice or such earlier date as may be agreed to by the parties. At such closing, the Company will deliver the aggregate purchase price to the Participant in cash, against delivery by the Participant of certificates representing the vested Restricted Shares being purchased, free and clear of all liens, claims and encumbrances and endorsed in good form for transfer.

5. Retention of Stock Certificates by the Company. The certificates representing the Restricted Shares will be held in custody by the Secretary of the Company, together with a stock power endorsed in blank by the Participant, until the Restricted Shares vest in accordance with this Agreement. In order for this Agreement to be effective, the Participant must sign and return such stock power to the attention of the Secretary of the Company.

6. Taxes and Withholding. To the extent that the Company is required to withhold any federal, state, local or foreign taxes in connection with the issuance or vesting of any restricted or nonrestricted Common Shares or other securities pursuant to this Agreement, and the amounts available to the Company for such withholding are insufficient, it will be a condition

to the issuance or vesting of the Common Shares, as the case may be, that the Participant will pay such taxes or make provisions that are satisfactory to the Company for the payment thereof. The Participant may elect to satisfy all or any part of any such withholding obligation by retention by the Company of a portion of the nonforfeitable Common Shares that are issued or transferred to the Participant hereunder, and the Common Shares so retained will be credited against any such withholding obligation at the Market Value per Share on the date of such issuance or transfer. However, in no event may the Participant elect to have a number of Common Shares withheld in excess of the number of Common Shares required to satisfy the Company’s minimum statutory tax withholding obligation.

7. Compliance with Law. The Company will make reasonable efforts to comply with all applicable federal and state securities laws; provided, however, notwithstanding any other provision of this Agreement, the Company will not be obligated to issue any restricted or nonrestricted Common Shares or other securities pursuant to this Agreement if the issuance thereof would result in a violation of any such law.

8. Definitions. For purposes of this Agreement, the terms set forth below will have the following meanings:

(a) “Cause” means (i) the Participant’s conviction of a felony or a misdemeanor where imprisonment is imposed for more than 30 days; (ii) the Participant’s commission of any act of theft, fraud, dishonesty, or falsification of any employment or Company records; (iii) the Participant’s improper disclosure of confidential information of the Company; (iv) any intentional action by the Participant having a material detrimental effect on the Company’s reputation or business; (v) any material breach by the Participant of this Agreement or the Participant’s employment agreement with the Company or one of its Subsidiaries, which breach is not cured within ten (10) business days following receipt by the Participant of written notice of such breach; (vi) the Participant’s unlawful appropriation of a corporate opportunity; or (vii) the Participant’s intentional misconduct in connection with the performance of any of the Participant’s duties, including, without limitation, misappropriation of funds or property of the Company, securing or attempting to secure to the detriment of the Company any profit in connection with any transaction entered into on behalf of the Company, any material misrepresentation to the Company, or any knowing violation of law or regulations to which the Company is subject.

(b) “Change in Control” means the occurrence after the date of this Agreement of any of the following events:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (i) such person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; or

(ii) individuals who on the date hereof constituted the Board (together with any new directors whose election by the Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on the date hereof or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board then in office; or

(iii) the merger or consolidation of the Company with or into another person or the merger of another person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another person (other than, in all such cases, a person that is controlled by the Permitted Holders), other than a transaction following which (A) in the case of a merger or consolidation transaction, (1) holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving person in such merger or consolidation transaction immediately after such transaction and in substantially the same proportion to each other as before the transaction or (2) immediately after such transaction the Permitted Holders beneficially own, directly or indirectly, at least a majority of the voting power of the Voting Stock of the surviving person in such merger or consolidation transaction immediately after such transaction and (B) in the case of a sale of assets transaction, the transferee assumes the obligations of the Company under this Agreement and either (1) is or becomes a Subsidiary of the transferor of such assets or (2) is or becomes a person a majority of the total voting power of the Voting Stock of which is beneficially owned, directly or indirectly, by the Permitted Holders;

(iv) the adoption of a plan relating to the liquidation or dissolution of the Company; or

(v) the resignation of David Wiessman from his position of Executive Chairman of the Board of Directors of the Company.

(c) “Good Reason” means (i) without the Participant’s prior written consent, the Company reduces Participant’s base compensation or the percentage of the Participant’s base compensation established as the Participant’s maximum target bonus percentage for purposes of the Company’s annual cash bonus plan, (ii) any material breach by the Company or its Subsidiaries of this Agreement or the Participant’s employment agreement with the Company or one of its Subsidiaries, which breach is not cured within ten (10) business days following receipt by the Company of written notice of such breach; and (iii) without the Participant’s prior written consent, the Company requires the Participant to be based at an office or location that is more than 35 miles from the location at which the Participant was based on the date hereof, other than in connection with reasonable travel requirements of the Company’s business.

(d) “Market Value per Share” means, at any date, the closing sale price of the Common Stock on that date (or, if there are no sales on the date, the last preceding date on which there was a sale) on the principal national securities exchange or in the principal market on or in which the Common Stock is traded. If there is no regular public trading market for the Common Stock, the Market Value per Share will be the fair market value of a share of Common Stock, without discount for minority interest, illiquidity or restrictions on transfer, as determined in

good faith by agreement of the Participant and the Board; provided that if no agreement is reached within 30 days, the fair market value of a share of Common Stock shall be determined by an independent, recognized investment bank, accounting firm or business valuation company mutually agreed to by the parties (the “Appraiser”) and whose determination of Market Value per Share shall be conclusive and binding. The costs of the Appraiser will be borne equally by the Participant and the Company.

(e) “Permitted Holders” means Alon Israel Oil Company, Ltd., Bielsol Investments (1987) Ltd., and Tabris Investments Inc.

9. General Provisions.

(a) The Company may assign any of its rights and obligations under this Agreement. Any assignment of rights and obligations by the Participant requires the Company’s prior written consent. This Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.

(b) Any and all notices required or permitted to be given to a party pursuant to the provisions of this Agreement will be in writing and will be effective and deemed to provide such party sufficient notice under this Agreement on the earliest of the following: (i) at the time of personal delivery, if delivery is in person; (ii) at the time of transmission by facsimile, addressed to the other party at its facsimile number specified herein (or hereafter modified by subsequent notice to the parties hereto), with confirmation of receipt made by both telephone and printed confirmation sheet verifying successful transmission of the facsimile; (iii) one business day after deposit with an express overnight courier for United States deliveries, or two business days after such deposit for deliveries outside of the United States; or (iv) three business days after deposit in the United States mail by certified mail (return receipt requested) for United States deliveries. All notices for delivery outside the United States will be sent by facsimile or by express courier. All notices not delivered personally or by facsimile will be sent with postage and/or other charges prepaid and properly addressed to the party to be notified at the address or facsimile number set forth below the signature lines of this Agreement or at such other address or facsimile number as such other party may designate by one of the indicated means of notice herein to the other party hereto. Notices by facsimile will be machine verified as received.

(c) The parties agree to execute such further documents and instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

(d) The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “sections” and “exhibits” to this Agreement.

(e) This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original, and all of which together will constitute one and the same agreement.

(f) Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction in such manner as will effect as nearly as lawfully possible the purposes and intent of such invalid, illegal or unenforceable provision.

(g) This Agreement may be executed and delivered by facsimile and upon such delivery the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other party.

(h) Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the Plan amendment is applicable hereto; provided, however, that no amendment will adversely affect the rights of the Participant under this Agreement without the Participant’s consent. No amendment of or waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this section will be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of any provision of this Agreement will constitute a waiver of that provision as to that or any other instance. No waiver granted under this Agreement as to any one provision herein will constitute a subsequent waiver of such provision or of any other provision herein, nor will it constitute the waiver of any performance other than the actual performance specifically waived.

(i) It is intended that that any amounts payable under this Agreement and the Board’s, or the Compensation Committee’s, as applicable, exercise of authority or discretion hereunder comply with the provisions of Code Section 409A and the Treasury regulations relating thereto so as not to subject the Participant to the payment of the additional tax, interest and any tax penalty which may be imposed under Code Section 409A. Reference to Code Section 409A will also include any proposed, temporary or final regulations, or any other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service. Notwithstanding the foregoing, no particular tax result for the Participant with respect to any income recognized by the Participant in connection with this Agreement is guaranteed, and the Participant will be responsible for any taxes, penalties and interest imposed on the Participant in connection with this Agreement.

10. Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to the specific subject matter hereof.

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The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. The Board or the Compensation Committee, as constituted from time to time, will, except as expressly provided otherwise herein, have the right to determine any questions that arise in connection with this Agreement.

ALON USA ENERGY, INC.

By: /s/ David Wiessman

Name: David Wiessman

Title: Chairman of the Board

ACCEPTED:

/s/ Paul Eisman
Signature of Participant

FIRST AMENDMENT TO THE

AMENDED AND RESTATED EMPOYMENT AGREEMENT

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”);

WHEREAS, effective May 7, 2015, the rights and obligations of Paramount were assigned to Alon USA GP, LLC (the “Company”);

WHEREAS, the Company and the Executive hereby agree to amend the Agreement as follows:

1. Terms not defined in this First Amendment to the Amended and Restated Employment Agreement (this “First Amendment”) have the meanings set forth in the Agreement.

2. Section 8(c)(ii)(D) of the Agreement is hereby amended and restated in its entirety as follows:

(D) a transfer of the Executive’s primary workplace by more than thirty-five (35) miles from the Executive’s workplace immediately prior to such transfer, if this transfer increases the commuting distance for the Executive; or

3. A new Section 8(c)(ii)(E) is hereby added to the Agreement as follows:

(E) the involuntary removal of Paul Eisman, in his capacity as President and Chief Executive Officer of Alon USA Energy, Inc. (“Alon”), or the removal or resignation of David Wiessman, in his capacity as Chairman of the Board of Alon.

4. The last paragraph of Section 8(c)(ii) of the Agreement is hereby amended and restated in its entirety as follows:

Notwithstanding the foregoing, none of the events described in clauses (A), (B), (C), (D), or (E) of this section 8(c)(ii) shall constitute Good Reason unless Executive shall have notified the Company in writing describing the events which constitute Good Reason and then only if the Company shall have failed to cure such event within thirty (30) days after the Company’s receipt of such written notice. However, any termination of the Executive’s employment by the Company after delivery by the Executive to the Company of such notice shall be deemed to be a termination without Cause if Good Reason did exist at the time such notice was given by the Executive.

5. Except as specifically modified herein, the terms and conditions of the Agreement remain in full force and effect, unaffected by the execution and delivery of this First Amendment.

ALON USA GP, LLC

/s/ Paul Eisman

Paul Eisman

President

Alan P Moret

/s/ Alan P Moret

4712 Stonehearth Place

Dallas, TX 75287

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