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

As previously announced, on November 8, 2021, David Willets was appointed President and Chief Executive Officer of Icahn Enterprises L.P. (the "Icahn Enterprises"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") and Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), the general partner of Icahn Enterprises and Icahn Enterprises Holdings, and Ted Papapostolou was appointed as Chief Financial Officer of Icahn Enterprises, Icahn Enterprises Holdings, and Icahn Enterprises GP, succeeding Mr. Willetts in that role. On December 9, 2021, Icahn Enterprises entered into letter agreements with each of Mr. Willets and Mr. Papapostolou, as described below.

Pursuant to the letter agreement with Mr. Willets, during his term of employment, Mr. Willets will be paid a base salary at the rate of $1,000,000 per annum. Mr. Willets will be eligible to receive an annual discretionary cash bonus with a target amount of $1,550,000. Mr. Willets also received a grant as of December 9, 2021 of 69,498 deferred depositary units of Icahn Enterprises under the Icahn Enterprises 2017 Long-Term Incentive Plan ("LTIP"), determined by dividing $3,750,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date. The deferred depositary units will cliff vest and cease to be deferred units on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).

In addition, if Mr. Willets' employment is terminated by Icahn Enterprises without "cause" (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the event of death) will be entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units will become immediately vested and the remaining portion of the grant will be forfeited.

Pursuant to the letter agreement with Mr. Papapostolou, during his term of employment, Mr. Papapostolou will be paid a base salary at the rate of $550,000 per annum. Mr. Papapostolou will be eligible to receive an annual discretionary cash bonus with a target amount of $100,000. Mr. Papapostolou also received a grant of 30,579 deferred depositary units of Icahn Enterprises as of December 9, 2021 under the LTIP, determined by dividing $1,650,000 by the 180-day VWAP of depositary units ending on the trading day immediately prior to the grant date. The deferred depositary units will cliff vest and cease to be deferred units on December 9, 2024 (subject to the other terms and conditions set forth in the LTIP and award agreement entered into in connection with the grant of deferred depositary units).

In addition, in the event that Mr. Papapostolou's employment is terminated by Icahn Enterprises without "cause" (as defined in the offer letter) at any time or in the event of his death or disability, he (or his estate in the case of death) will be entitled to a pro-rata cash bonus of the target bonus amount for the calendar year of the termination and a pro-rata portion of the grant of the deferred depositary units will become immediately vested and the remaining portion of the grant will be forfeited.

The foregoing description of the terms of the letter agreements between each of Mr. Willets and Mr. Papapostolou and Icahn Enterprises, and the terms of their awards of deferred depositary units, does not purport to be complete and is qualified in its entirety by reference to the letter agreements and the form of award agreement, which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



  10.1 - Letter Agreement with David Willets, dated December 9, 2021



  10.2 - Letter Agreement with Ted Papapostolou, dated December 9, 2021

10.3 - Form of Deferred Unit Agreement Pursuant to the Icahn Enterprises L.P. 2017 Long-Term Incentive Plan

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

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