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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2011
ICAHN ENTERPRISES L.P.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-9516 13-3398766
(State or Other Jurisdiction (IRS Employer (Commission File
of Incorporation) Identification No.) Number)
767 Fifth Avenue, Suite 4700, New York, NY 10153
(Address of Principal Executive Offices) (Zip Code)
(212) 702-4300
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
/ / Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 26, 2011, Vincent J. Intrieri (the "Employee") entered into an
employment agreement (the "Agreement") with Icahn Enterprises Holdings L.P.
("Icahn Enterprises Holdings"), the term of which commences on October 1, 2011.
This agreement supersedes and replaces the employment agreement entered into
between Icahn Management LP and the Employee, dated December 31, 2004.
Pursuant to the Agreement, Mr. Intrieri serves as Senior Vice President of Icahn
Enterprises G.P. and Senior Managing Director of hedge funds controlled by Icahn
Enterprises Holdings. Mr. Intrieri's employment period shall continue through
December 31, 2013, unless otherwise terminated earlier or extended, in each
case, pursuant to the terms of the Agreement.
Pursuant to the Agreement, Mr. Intrieri is entitled to aggregate compensation of
$6.5 million per annum. If the Agreement is extended beyond December 31, 2013
pursuant to the terms of the Agreement, Mr. Intrieri is entitled to aggregate
compensation of $7.5 million per annum.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.1 hereto and is incorporated into this Current Report on Form 8-K by
reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 - Vincent J. Intrieri Employment Agreement, dated as of October 1, 2011.
[Remainder of page intentionally left blank; signature page follows]
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ICAHN ENTERPRISES L.P.
(Registrant)
By: Icahn Enterprises G.P. Inc., its
general partner
By: /s/ Dominick Ragone
-------------------
Dominick Ragone
Chief Financial Officer
Date: September 30, 201
