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

On December 22, 2021, CVR Energy, Inc. (the "Company") entered into an employment agreement, effective immediately (the "Employment Agreement"), with David L. Lamp, the Company's President and Chief Executive Officer and a member of the Company's Board of Directors (the "Board"), which supersedes and replaces Mr. Lamp's prior employment agreement dated November 1, 2017 (the "Prior Agreement"). This revised Employment Agreement contains terms substantially similar to the Prior Agreement, the terms of which are described in the Company's Current Report on Form 8-K filed on November 7, 2017 and incorporated herein, subject to certain changes described herein. Under the Employment Agreement, Mr. Lamp's base salary increased to $1,100,000. In addition to his eligibility to receive an annual cash bonus with a target equal to 150% of his base salary under the performance-based bonus plan approved by the Compensation Committee of the Board, Mr. Lamp is also entitled to receive an annual Incentive Unit Award ("Incentive Award") equal to 150% of his base salary under or in connection with the Company's Second Amended and Restated 2007 Long Term Incentive Plan, or its successor (the "Plan"), which Incentive Awards vest ratably on each of the three years following the grant date, subject to certain customary forfeiture and acceleration provisions, including acceleration of all Incentive Awards issued more than one year preceding a termination other than for Cause (as defined in the Employment Agreement) or resignation for Good Reason (as defined in the Employment Agreement). The Employment Agreement expires on December 31, 2024, and contains other terms customary for agreements of this type, including confidentiality, non-disparagement and non-competition obligations.

Also on December 22, 2021, the Company and Mr. Lamp entered into an Amendment to Performance Unit Award Agreement (the "Amendment"), which extends the Performance Cycle end-date of the Performance Unit Award Agreement dated November 1, 2017, the terms of which are described in the Company's Current Report on Form 8-K filed on November 7, 2017 and incorporated herein, from December 31, 2021 to December 31, 2024.

The summaries of the Employment Agreement and the Amendment are qualified in their entirety by the text of such documents, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



The following exhibits are being "furnished" as part of this Current Report on
Form 8-K:

   Exhibit     Exhibit Description
    Number

     10.1        Employment Agreement, dated as of     December 22, 2021    ,     by and between
               CVR Energy, Inc. and David L. Lamp.
     10.2        Amendment to P    erformance Unit Award Agreement, dated as of     December 22,
               2021    , by and between CVR Energy, Inc. and David L. Lamp.
     104       Cover Page Interactive Data File (the cover page XBRL tags are embedded within the
               Inline XBRL document).

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