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): | March 7, 2007 |
Alon USA Energy, Inc.
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(Exact name of registrant as specified in its charter)
| Delaware | 001-32567 | 74-2966572 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 7616 LBJ Freeway, Suite 300, Dallas, Texas | 75251 | |
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(Address of principal executive offices) |
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(Zip Code) |
| Registrant’s telephone number, including area code: | (972) 367-3600 |
Not Applicable
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Former name or former address, if changed since last report
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 7, 2007, Alon USA Energy, Inc. (the "Company") made grants of Stock Appreciation Rights ("SARs") to certain of its executive officers and other key personnel pursuant to the Alon USA Energy, Inc. 2005 Incentive Compensation Plan. Among those SARs grants made to executive officers, 33,333 were granted to Mr. Shai Even, our Vice President, Chief Financial Officer and Treasurer, 33,333 were granted to Mr. Harlin Dean, our Vice President, General Counsel and Secretary, 33,333 were granted to Mr. Joseph Israel, our Vice President of Mergers and Acquisitions, 33,333 were granted to Mr. Jimmy C. Crosby, our Vice President of Refining and Supply, and 20,000 were granted to Mr. Alan Moret, our Senior Vice President of Asphalt Operations. The SARs granted on March 7, 2007 vest and are exercisable as follows: 50% on March 7, 2009, 25% on March 7, 2010 and 25% on March 7, 2011. When exercised, SARs are convertible into shares of Alon Common Stock, the number of which will be determined at the time of exercise by calculating the difference between the closing price of Alon Common Stock on the date immediately prior to the exercise date and the grant price of the SARs ($28.46 per share) (the "Spread"), multiplying the Spread by the number of SARs being exercised and then dividing the product by the closing price of Alon Common Stock on the date immediately prior to the exercise date.
The awards described above are evidenced by agreements in the form adopted by the Company for the purpose of evidencing this grants of this type, which form is attached to this Current Report on Form 8-K as Exhibit 10.1, and is incorporated by reference into this Item 5.02.
SIGNATURES
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. | ||||
| March 12, 2007 | By: |
Harlin R. Dean
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| Name: Harlin R. Dean | ||||
| Title: Vice President, General Counsel and Secretary | ||||
Exhibit Index
| Exhibit No. | Description | |
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10.1
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Form of Appreciation Rights Award Agreement relating to Grants Pursuant to the Alon USA Energy, Inc. 2005 Incentive Compensation Plan. |
FORM OF ALON USA ENERGY, INC.
AWARD AGREEMENT
Appreciation Rights
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Participant:
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No. of Appreciation Rights:
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Date of Grant:
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Under the terms and conditions of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (the “Plan”), a copy of which has been furnished to the individual whose name is set forth above (the “Participant”) and which is incorporated herein by reference, Alon USA Energy, Inc., a Delaware corporation (the “Company”), grants to the Participant the number of Appreciation Rights with respect to the Company’s Common Stock set forth above. Terms not defined in this Agreement have the meanings set forth in the Plan.
Terms Relating to Appreciation Rights
Each Appreciation Right is granted to the Participant at a Grant Price of $ , which is the
Market Value per Share of the Common Stock on the Date of Grant. The Appreciation Rights will vest
and become fully exercisable in accordance with the vesting provisions set forth below. The
Participant (or the Participant’s legal representative in the event of death or disability) may
exercise vested Appreciation Rights in whole or in part for a period of 365 days after the date on
which the Appreciation Rights vest (the “Exercise Period”) by giving written notice to the
Secretary of the Company specifying the number of Appreciation Rights to be exercised. Such notice
will be effective when received by the Secretary of the Company. Each Appreciation Right that is
exercised will be settled by issuing to the Participant or the Participant’s legal representative a
number of shares of Common Stock equal to the Spread of such Appreciation Right (the excess of the
Market Value per Share as of the date immediately prior to the exercise date over the Grant Price)
divided by the Market Value per Share of the Common Stock as of the date immediately prior to the
exercise date (rounded down to the nearest whole share). In no event may an Appreciation Right be
exercised if the Spread is not a positive number. Any vested Appreciation Rights that have not
been exercised on the date that is 366 days after the Appreciation Rights vest will expire and
cease to be exercisable.
Vesting of Appreciation Rights
The Appreciation Rights granted to the Participant under this Agreement will become vested in
accordance with the schedule set forth below, provided the Participant is employed by the Company
or a Subsidiary on such date.
Percentage of Vested
Appreciation Rights
On and After
Second Anniversary of Date of
Grant
Third Anniversary of Date of Grant
Fourth Anniversary of Date of
Grant
Upon termination of Participant’s employment for any reason either by the Participant or the Company other than disability (as determined by the Committee in good faith) or death, (a) any Appreciation Rights which are unvested at the time of such termination will immediately be forfeited and Participant shall have no further rights with respect to such unvested Appreciation Rights, and (b) any Appreciation Rights which are vested but unexercised at the time of such termination will remain exercisable for the duration of the Exercise Period applicable to such vested Appreciation Rights. In the event the Participant terminates employment with the Company by reason of disability (as determined by the Committee in good faith) or death, each Appreciation Right will automatically become 100% vested.
Acceptance by Participant
The Participant hereby accepts and agrees to be bound by all the terms and conditions of the Plan and this Agreement. 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. This Agreement may be executed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument.
ALON USA ENERGY, INC.
By
Name:
Title:
ACCEPTED:
Signature of Participant