Common use of Covered Entities Clause in Contracts

Covered Entities. The Corporation's objectives which will determine the accelerated vesting of the Option will be based upon the consolidated results of the Corporation and each of its affiliates that are operating the Southwest Business Unit and marketing assets of the Southeast Business Unit acquired from FINA Oil and Chemical Company (the "Alon USA Group"). Financial Performance. The Option as to 303.3 shares of Common Stock will vest on an accelerated basis with respect to each fiscal year of the Corporation (the "Annual Vesting Amount") (prorated for the number of whole months in any partial fiscal year) commencing with August 1, 2000 and ending July 31, 2006 (a total of 1819.8 shares) to the extent that the Actual Cash Flow of the Alon USA Group for such fiscal year exceeds the Annual Target Amount for that fiscal year: Minimum Target Amount (millions) Annual Target Amount Annual Plan Year Ending (Actual debt service (millions) (85% of Amount December 31, required) Annual Plan) (millions) ---------------- -------------------- -------------------- ----------- 2000 $ 2.8 $ 5.78 $ 6.8 2001 6.7 14.36 16.9 2002 7.8 15.56 18.3 2003 9.3 17.08 20.1 2004 9.3 18.62 21.9 2005 9.3 20.23 23.8 2006 (for 7 mos.) 9.3 12.50 14.7 Acceleration of vesting will be effective as of the last day of each year. To the extent that any Annual Vesting Amount is not accelerated because the Annual Target Amount has not been met for that year (a "Missed Year"), vesting of that amount may be accelerated in the next succeeding year if, as of the end of the next succeeding year, the total amount of Actual Cash Flow of the Corporation for the Missed Year plus the next succeeding year exceeds the sum of the Annual Plan Amounts for the Missed Year and the next succeeding year, provided that if the Actual Cash Flow for any year is less than the Minimum Target Amount, then the Annual Vesting Amount for that year will lapse and will not be available for future vesting pursuant to this Agreement. Any Annual Vesting amount for a Missed Year that does not vest in the next succeeding year as provided above will lapse and will not be available for future vesting pursuant to this Agreement unless the Board of Directors of the Corporation, in its sole discretion, makes other provision

Covered Entities. The Corporation's objectives which will determine the accelerated vesting of the Option will be based upon the consolidated results of the Corporation and each of its affiliates that are operating the Southwest Business Unit and marketing assets of the Southeast Business Unit acquired from FINA Oil and Chemical Company (the "Alon USA Group"). Financial Performance. The Option as to 303.3 201.9 shares of Common Stock will vest on an accelerated basis with respect to each fiscal year of the Corporation (the "Annual Vesting Amount") (prorated for the number of whole months in any partial fiscal year) commencing with August 1, 2000 2001 and ending July 31, with 2006 (a total of 1819.8 1,211.4 shares) to the extent that the Actual Targeted Cash Flow of the Alon USA Group for such fiscal year exceeds the Annual Target Amount for that fiscal year: Annual Target Minimum Target Amount Amount (millions) Annual Target Amount (millions) Annual Plan Year Ending (Actual debt service (millions) (85% of Annual Amount December 31, 31 required) Annual Plan) (millions) ---------------- -------------------- -------------------- ----------- 2000 ------------------- -------------- ----------- $ 2.8 $ 5.78 $ 6.8 2001 6.7 14.36 16.9 2002 7.8 15.56 18.3 2003 9.3 17.08 20.1 2004 9.3 18.62 21.9 2005 9.3 20.23 23.8 2006 (for 7 mos.) 9.3 12.50 14.7 21.43 25.2 Acceleration of vesting will be effective as of the last day of each year. To the extent that any Annual Vesting Amount is not accelerated because the Annual Target Amount has not been met for that year (a "Missed YearAmount"), vesting of that amount may be accelerated in the next a succeeding year ifto the extent that, as of the end of the next succeeding any year, the total amount of Actual Targeted Cash Flow of the Corporation for that year plus all prior years during the Missed Year plus term of the next succeeding year Option exceeds the sum of the Cumulative Annual Plan Amounts for the Missed Year and the next succeeding Amount with respect to that year, provided that if the Actual Targeted Cash Flow for any year is less than the Minimum Target Amount, then the Annual Vesting Missed Amount for that year will lapse and will not be available for future vesting pursuant to this Agreement. Any Annual Vesting amount for a Missed Year that does not vest in the next succeeding year as provided above will lapse and will not be available for future vesting pursuant to this Agreement unless the Board of Directors of the Corporation, in its sole discretion, makes other provision.

Covered Entities. The Corporation's objectives which will determine the accelerated vesting of the Option will be based upon the consolidated results of the Corporation and each of its affiliates that are operating the Southwest Business Unit and marketing assets of the Southeast Business Unit acquired from FINA Oil and Chemical Company (the "Alon USA Group"). Financial Performance. The Option as to 303.3 75.8 shares of Common Stock will vest on an accelerated basis with respect to each fiscal year of the Corporation (the "Annual Vesting Amount") (prorated for the number of whole months in any partial fiscal year) commencing with August 1, 2000 2001 and ending July 31, with 2006 (a total of 1819.8 454.8 shares) to the extent that the Actual Targeted Cash Flow of the Alon USA Group for such fiscal year exceeds the Annual Target Amount for that fiscal year: Minimum Target Amount (millions) Annual Target Amount Annual Plan Year Ending (Actual debt service (millions) (85% of Amount December 31, required) Annual Plan) (millions) ---------------- ------------ -------------------- -------------------- ----------- 2000 $ 2.8 $ 5.78 $ 6.8 2001 6.7 14.36 16.9 2002 7.8 15.56 18.3 2003 9.3 17.08 20.1 2004 9.3 18.62 21.9 2005 9.3 20.23 23.8 2006 (for 7 mos.) 9.3 12.50 14.7 21.43 25.2 Acceleration of vesting will be effective as of the last day of each year. To the extent that any Annual Vesting Amount is not accelerated because the Annual Target Amount has not been met for that year (a "Missed YearAmount"), vesting of that amount may be accelerated in the next a succeeding year ifto the extent that, as of the end of the next succeeding any year, the total amount of Actual Targeted Cash Flow of the Corporation for that year plus all prior years during the Missed Year plus term of the next succeeding year Option exceeds the sum of the Cumulative Annual Plan Amounts for the Missed Year and the next succeeding Amount with respect to that year, provided that if the Actual Targeted Cash Flow for any year is less than the Minimum Target Amount, then the Annual Vesting Missed Amount for that year will lapse and will not be available for future vesting pursuant to this Agreement. Any Annual Vesting amount for a Missed Year that does not vest in the next succeeding year as provided above will lapse and will not be available for future vesting pursuant to this Agreement unless the Board of Directors of the Corporation, in its sole discretion, makes other provision.

Covered Entities. The Corporation's objectives which will determine the accelerated vesting of the Option will be based upon the consolidated results of the Corporation and each of its affiliates that are operating the Southwest Business Unit and marketing assets of the Southeast Business Unit acquired from FINA Oil and Chemical Company (the "Alon USA Group"). Financial Performance. The Option as to 303.3 201.9 shares of Common Stock will vest on an accelerated basis with respect to each fiscal year of the Corporation (the "Annual Vesting Amount") (prorated for the number of whole months in any partial fiscal year) commencing with August 1, 2000 and ending July 31, 2006 (a total of 1819.8 1,211.4 shares) to the extent that the Actual Cash Flow of the Alon Aion USA Group for such fiscal year exceeds the Annual Target Amount for that fiscal year: Annual Target Minimum Target Amount Amount (millions) Annual Target Amount (millions) Annual Plan Year Ending (Actual debt service (millions) (85% of Amount December 31, required) Annual Plan) (millions) ---------------- -------------------- -------------------- ----------- ------------ --------- ------------ ---------- 2000 $ 2.8 $ 5.78 $ 6.8 2001 6.7 14.36 16.9 2002 7.8 15.56 18.3 2003 9.3 17.08 20.1 2004 9.3 18.62 21.9 2005 9.3 20.23 23.8 2006 (for 1st 7 9.3 12.50 14.7 mos.) 9.3 12.50 14.7 Acceleration of vesting will be effective as of the last day of each year. To the extent that any Annual Vesting Amount is not accelerated because the Annual Target Amount has not been met for that year (a "Missed Year"), vesting of that amount may be accelerated in the next succeeding year if, as of the end of the next succeeding year, the total amount of Actual Cash Flow of the Corporation for the Missed Year plus the next succeeding year exceeds the sum of the Annual Plan Amounts for the Missed Year and the next succeeding year, provided that if the Actual Cash Flow for any year is less than the Minimum Target Amount, then the Annual Vesting Amount for that year will lapse and will not be available for future vesting pursuant to this Agreement. Any Annual Vesting amount Amount for a Missed Year that does not vest in the next succeeding year as provided above will lapse and will not be available for future vesting pursuant to this Agreement unless the Board of Directors of the Corporation, in its sole discretion, makes other provision.

Covered Entities. The Corporation's objectives which will determine the accelerated vesting of the Option will be based upon the consolidated results of the Corporation and each of its affiliates that are operating the Southwest Business Unit and marketing assets of the Southeast Business Unit acquired from FINA Oil and Chemical Company (the "Alon USA Group"). Financial Performance. The Option as to 303.3 shares of Common Stock will vest on an accelerated basis with respect to each fiscal year of the Corporation (the "Annual Vesting Amount") (prorated for the number of whole months in any partial fiscal year) commencing with August 1, 2000 and ending July 31, 2006 (a total of 1819.8 shares) to the extent that the Actual Cash Flow of the Alon USA Group for such fiscal year exceeds the Annual Target Amount for that fiscal year: Minimum Target Amount (millions) Annual Target Amount Annual Plan Year Ending (Actual debt service (millions) (85% of Amount December 31, required) Annual Plan) (millions) ---------------- ----------------- -------------------- -------------------- ----------- 2000 $ $2.8 $ 5.78 $ 6.8 2001 6.7 14.36 16.9 2002 7.8 15.56 18.3 2003 9.3 17.08 20.1 2004 9.3 18.62 21.9 2005 9.3 20.23 23.8 2006 (for 7 mos.) 9.3 12.50 14.7 Acceleration of vesting will be effective as of the last day of each year. To the extent that any Annual Vesting Amount is not accelerated because the Annual Target Amount has not been met for that year (a "Missed Year"), vesting of that amount may be accelerated in the next succeeding year if, as of the end of the next succeeding year, the total amount of Actual Cash Flow of the Corporation for the Missed Year plus the next succeeding year exceeds the sum of the Annual Plan Amounts for the Missed Year and the next succeeding year, provided that if the Actual Cash Flow for any year is less than the Minimum Target Amount, then the Annual Vesting Amount for that year will lapse and will not be available for future vesting pursuant to this Agreement. Any Annual Vesting amount for a Missed Year that does not vest in the next succeeding year as provided above will lapse and will not be available for future vesting pursuant to this Agreement unless the Board of Directors of the Corporation, in its sole discretion, makes other provision

Covered Entities. The Corporation's objectives which will determine the accelerated vesting of the Option will be based upon the consolidated results of the Corporation and each of its affiliates that are operating the Southwest Business Unit and marketing assets of the Southeast Business Unit acquired from FINA Oil and Chemical Company (the "Alon USA Group"). Financial Performance. The Option as to 303.3 201.9 shares of Common Stock will vest on an accelerated basis with respect to each fiscal year of the Corporation (the "Annual Vesting Amount") (prorated for the number of whole months in any partial fiscal year) commencing with August 1, 2000 and ending July 31, 2006 (a total of 1819.8 1,211.4 shares) to the extent that the Actual Cash Flow of the Alon USA Group for such fiscal year exceeds the Annual Target Amount for that fiscal year: Annual Target Minimum Target Amount Amount (millions) Annual Target Amount (millions) Annual Plan Year Ending (Actual debt service (millions) (85% of Amount December 31, required) Annual Plan) (millions) ---------------- -------------------- -------------------- ----------- ------------ --------- ------------ ---------- 2000 $ $2.8 $ 5.78 $ 6.8 2001 6.7 14.36 16.9 2002 7.8 15.56 18.3 2003 9.3 17.08 20.1 2004 9.3 18.62 21.9 2005 9.3 20.23 23.8 2006 (for lst 7 9.3 12.50 14.7 mos.) 9.3 12.50 14.7 Acceleration of vesting will be effective as of the last day of each year. To the extent that any Annual Vesting Amount is not accelerated because the Annual Target Amount has not been met for that year (a "Missed Year"), vesting of that amount may be accelerated in the next succeeding year if, as of the end of the next succeeding year, the total amount of Actual Cash Flow of the Corporation for the Missed Year plus the next succeeding year exceeds the sum of the Annual Plan Amounts for the Missed Year and the next succeeding year, provided that if the Actual Cash Flow for any year is less than the Minimum Target Amount, then the Annual Vesting Amount for that year will lapse and will not be available for future vesting pursuant to this Agreement. Any Annual Vesting amount Amount for a Missed Year that does not vest in the next succeeding year as provided above will lapse and will not be available for future vesting pursuant to this Agreement unless the Board of Directors of the Corporation, in its sole discretion, makes other provision.