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.