Deferred Unit Agreement Pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive Plan, dated April 26, 2021, among Icahn Enterprises L.P. and Aris Kekedjian
ICAHN ENTERPRISES L.P.
DEFERRED UNIT AGREEMENT PURSUANT TO THE
ICAHN ENTERPRISES L.P.
2017 LONG-TERM INCENTIVE PLAN
This AGREEMENT (“Agreement”) is effective as of April 26, 2021 by and between Icahn Enterprises L.P., a Delaware limited partnership (the “Partnership”), and Aris Kekedjian (the “Participant”).
Terms and Conditions
The Committee hereby grants to the Participant as a Service Provider of the Partnership or any of its Affiliates (collectively, the Partnership and its Affiliates shall be referred to herein as the “Employer”), as of the date hereof (the “Grant Date”), pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), the number of deferred Units of the Partnership (“Deferred Units”) set forth in Section 1 below.
Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. A copy of the Plan has been delivered to the Participant. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with the Plan, this Agreement and all applicable laws and regulations.
Accordingly, the parties hereto agree as follows:
Dividend Equivalent is an amount, for each one Deferred Unit held, equal to the amount of the dividend declared and paid in respect of one Unit. Dividend Equivalents will be credited in cash, provided that if the dividend is payable in the form of Units, the cash amount of the Dividend Equivalent will be equal to the Fair Market Value of the Units as of the date the dividend is paid. Dividend Equivalents will be subject to the same vesting and other conditions as the Deferred Units to which they relate. If and to the extent that the underlying Deferred Units are forfeited, all related Dividend Equivalents shall also be forfeited. Dividend Equivalents will be paid in cash, without interest, at the same time the underlying Deferred Units are settled.
(E) violation of a federal or state securities law or regulation; (F) the use of a controlled substance without a prescription or the use of alcohol which, in each case, significantly impairs the Participant’s ability to carry out his duties and responsibilities; (G) material violation of the policies and procedures of the Employer; (H) embezzlement and/or
misappropriation of property of the Employer; or (I) engaging in conduct involving any immoral acts which is reasonably likely to impair the reputation of the Employer.
any other taxes related to the Participant’s participation in the Plan and the granting, vesting, settlement and/or payment of the Deferred Units (collectively, the “Taxes”), the ultimate liability for all Taxes is and remains his responsibility and may exceed the amount to be withheld by the Employer. The Participant further acknowledges that the Partnership and the Employer (1) make no representations or undertakings regarding the treatment of any Taxes in connection with any aspect of the Deferred Units, including, but not limited to, the granting, vesting, settlement or payment of the Deferred Units, any issuance of Units (if applicable) upon payment or settlement of the Deferred Units, any subsequent sale of Units that may be acquired pursuant to such issuance (if applicable) and the receipt of Dividend Equivalents; and (2) do not commit to structure the terms of the grant or any aspect of the Deferred Units to reduce or eliminate the Participant’s liability for Taxes or achieve any particular tax result.
or by reference to a location on the Employer’s intranet or website or the online brokerage account system.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.
ICAHN ENTERPRISES L.P.
Icahn Enterprises G.P. Inc., its general partner
Chief Accounting Officer
[Aris Kekedjian Deferred Unit Agreement Signature Page]
General Release of Claims
This General Release of All Claims (the “General Release”) dated as of [DATE], is made by Aris Kekedjian (“Employee”) under the Deferred Unit Agreement dated April 26, 2021 (the “Award Agreement”) pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive Plan, as it may be amended from time to time (the “Plan”), for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. Unless otherwise defined herein, the terms defined in the Award Agreement or the Plan, as applicable, shall have the same defined meaning in this General Release. For purposes of this General Release, the “Company” means, collectively, Icahn Enterprises L.P., Icahn Enterprises Holdings L.P., Icahn Capital LP, and their respective Affiliates.
expressly includes, without limitation, any claims under any state or federal common law theory, including, without limitation, wrongful or retaliatory discharge, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of covenant of good faith and fair dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional distress, invasion of privacy, misrepresentation, deceit, fraud or negligence, claims for alleged physical or personal injury, emotional distress relating to or arising out of Employee’s employment with the Company or the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. All of the claims, liabilities, actions, charges, causes of action, demands, damages, remuneration, sums of money, accounts or expenses described in this Section 1 shall be described, collectively as the “Released Claims”. Employee waives Employee’s right to any monetary recovery should any agency (such as the Equal Employment Opportunity Commission) pursue any claims on Employee’s behalf. Nothing in this General Release shall be deemed to waive Employee’s right to file a charge with or participate in any investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission or other government agency, except that even if Employee files a charge or participates in such an investigation or proceeding, Employee will not be able to recover damages or equitable relief of any kind from the Releasees with respect to the Released Claims.
|4.||Employee acknowledges and recites that:|
|(a)||Employee has executed this General Release knowingly and|
|(b)||Employee has read and understands this General Release in its|
Employee represents and agrees that he has carefully read this General Release; that he has been given ample opportunity to consult with legal counsel or any other party to the extent, if any, that he desires; and that he is voluntarily signing by his own free act.
PLEASE READ THIS GENERAL RELEASE CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
ICAHN ENTERPRISES L.P.
By:Icahn Enterprises G.P. Inc., its General Partner