exv10w2






Exhibit 10.2




EXECUTIVE EMPLOYMENT AGREEMENT




This agreement (the “Agreement”) is entered into effective as of May 1, 2009 (the “Effective
Date”), by and between EZRA UZI YEMIN (the “Executive”) and DELEK US HOLDINGS, INC. (the
“Company”), who, in return for the mutual promises set forth herein, agree as follows:





	1.	 	Term. The term of this Agreement (the “Term”) shall be fifty-four (54) months
commencing on May 1, 2009 and expiring on October 31, 2013.






	2.	 	Employment Services, Duties and Responsibilities. The Company agrees to employ
Executive, and Executive accepts employment, as the Company’s President and Chief Executive
Officer. Executive agrees to perform the services required by, and have the duties and
responsibilities designated by, the Company’s Board of Directors (the “Board”) for such
position, as determined by the Board from time to time, and to devote Executive’s best efforts
on a full-time basis to such position. The Executive’s services, duties, responsibilities and
decisions shall be subject to the control of, review of and change by the Board and such other
persons as the Board may designate from time to time.






	3.	 	Compensation.






	 	(a)	 	Base Compensation / Contract Bonuses. Effective January 1, 2009
through the end of the Term, Executive’s salary (the “Base Compensation”) shall be no
less than a monthly rate of thirty-nine thousand dollars ($39,000) and shall be payable
at the same times and under the same conditions as salaries are paid to the Company’s
other employees.






	 	(b)	 	Bonuses. During the Term, the Executive shall be entitled to such
annual and special bonuses as may be determined from time to time in the sole
discretion of the Company’s Board of Directors (or any applicable Committee thereof).






	 	(c)	 	Equity Compensation.






	 	(i)	 	On September 30, 2009, the Executive shall be awarded stock
appreciation rights (“SARs”) under the Company’s 2006 Long-Term Incentive Plan
(the “Plan”) for 1,850,040 shares of the Company’s Common Stock. The SARs
shall be awarded pursuant to the terms set forth in the form of agreement
attached hereto as Exhibit 3(c).






	 	(ii)	 	The exercise price of the SARs described in Section 3(c)(i)
above shall be the greater of the applicable price listed in Exhibit
3(c) or the fair market value of the Company’s Common Stock as determined
under the Plan on the date of the grant. All SARs described in this Section
3(c) may be settled in stock or cash (or a combination of the two) in the
Company’s sole discretion.






	 	(iii)	 	If the Company declares and pays cash dividend(s) on
outstanding shares of Common Stock during the term of the SARs granted herein,
the Company will pay additional cash compensation (the “Dividend Equivalents”)
to the Executive as set forth herein. The Dividend Equivalent payments to the
Executive shall be equal to the cash dividends that would have been payable
with respect to the shares covered by the SARs if such shares had been














 





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	 	 	 	issued and outstanding on the dividend record date. The Dividend
Equivalents will be payable only with respect to shares covered by
outstanding SARs on the dividend record date and no Dividend Equivalents
will be payable with respect to exercised, expired or otherwise terminated
SARs on the dividend record date. The payment of Dividend Equivalents with
respect to shares covered by unvested SARs will be paid if and when the
corresponding SARs become vested and will be forfeited if and to the extent
the corresponding SARs are forfeited. The payment of Dividend Equivalents
with respect to shares covered by vested SARs will be payable when the
corresponding dividends are payable with respect to outstanding shares of
the Company’s Common Stock. Any such payments will be subject to applicable
tax withholding.






	4.	 	Fringe Benefits / Reimbursement of Business Expenses.






	 	(a)	 	Business Expenses. Executive will be reimbursed for all reasonable
out-of-pocket business, business entertainment and travel expenses paid by the
Executive, in accordance with and subject to applicable Company expense incurrence and
reimbursement policies.






	 	(b)	 	Other Benefits. During the Term, the Company will (i) pay the
reasonable costs of professional preparation of the Executive’s personal income tax
return(s); (ii) provide the Executive with rent-free housing at the Company owned home
at 3901 Woodlawn Drive in Nashville, Tennessee (the “Residence”) and a home telephone;
(iii) pay the reasonable cost of no more than two (2) personal trips to Israel during
each calendar year (including roundtrip airfare and ground transportation and lodging
for up to an aggregate of 7 days) for each of the Executive, the Executive’s spouse and
the Executive’s minor children; (iv) provide Executive with an automobile including
fuel and maintenance, (v) pay the Executive an education allowance of one thousand
dollars ($1,000) per month for each of the Executive’s minor children. Perquisites and
other personal benefits that are not integrally and directly related to the performance
of the Executive’s duties and confer a direct or indirect benefit upon the Executive
that has a personal aspect may be disclosed in public filings according to United
States Securities and Exchange Commission regulations. Income taxes incurred by the
Executive on residence and airfare benefits under this subsection will be grossed up
and reimbursed at the Executive’s marginal tax rate.






	 	(c)	 	Residence Option. Provided that Executive’s employment is not
terminated for Cause, Executive shall have the exclusive option to purchase the
Residence from the Company (the “Option”) upon the terms set forth below.






	 	(i)	 	Term/Exercise of Option. The Option may be exercised
by the Executive’s delivery of written notice to the Company pursuant to the
notice provisions of this Agreement at any time during the Option Term. The
Option Term shall begin on the date that notice of termination of employment is
delivered by either party and end at 5:00 p.m. U.S. Central Time on the later
of the date that is (A) two (2) months prior to the termination date set forth
in the notice of termination or (B) two (2) months following the date of notice
of termination; provided however, that in no event will the Option Term end





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	 	 	 	later than the March 15 of the year following the calendar year in which
employment terminates. If the Executive does not exercise the Option during
the Option Term, the Option shall expire automatically and be of no further
force or effect.






	 	(ii)	 	Purchase Price. The price to be paid by the Executive to the
Company to purchase the Residence (the “Purchase Price”) shall be equal to the
greater of $2,013,346 (the Company’s cost in purchasing the Residence) or the
fair market value (the “FMV”) of the Residence as determined herein. For a
period of thirty (30) days following the Executive’s exercise of the Option
(the “Negotiation Period”), the parties shall attempt to agree upon the FMV in
writing. If the parties do not agree upon the FMV in writing by the end of the
Negotiation Period, the FMV shall be determined by a reputable MAI appraiser
chosen by the Company who has at least six (6) years experience appraising
improved residential properties in the County where the Residence is located.
The determination of FMV by this appraiser shall be binding and conclusive.
The fee of any third appraiser selected hereunder above shall be borne equally
by the parties.






	 	(iii)	 	More Definitive Agreement. If and promptly after the
Executive exercises the Option, the parties shall negotiate in good faith a
written purchase and sale contract for the Residence containing a commitment to
close the transaction within sixty (60) days following the full execution of
the contract, an earnest money deposit of at least five percent (5%) of the
Purchase Price and such other terms, conditions, representations and warranties
that are not inconsistent with the terms hereof and that are reasonable and
customary for similar transactions.






	 	(d)	 	The provisions of Sections 4(b) and 4(c) above shall survive the Executive’s
death or Disability for a period of twelve (12) months and the Option Term shall
commence upon the death or Disability and continue for twelve (12) months. The
provisions of Section 4(c) shall survive the expiration of this Agreement and continue
in effect as described therein.






	5.	 	Vacation Time / Sick Leave. Executive shall be entitled to twenty-four (24) working
days of vacation per calendar year. Unused vacation will accrue and carry over into a new
calendar year during the Term and the amount attributed to accrued and unused vacation will be
paid to the Executive upon the termination of employment. Executive will be provided with at
least fifteen (15) working days of sick leave per year which shall accrue ratably according to
the Company’s standard policies.






	6.	 	Compliance With Company Policies. Executive shall comply with and abide by all
applicable Company policies and directives including, without limitation, the Company’s Code
of Business Conduct & Ethics, Supplemental Insider Trading Policy and Employee Handbook.
Company may, in its sole discretion, change, modify or adopt new policies and directives
affecting Executive’s employment. In the event of any conflict between the terms of this
Agreement and Company’s employment policies and directives, the terms of this Agreement will
be controlling.





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	7.	 	Confidentiality. Executive recognizes that during the course of employment,
Executive will be exposed to information or ideas of a confidential or proprietary nature
which pertain to Company’s business, financial, legal, marketing, administrative, personnel,
technical or other functions or which constitute trade secrets (including, without limitation,
specifications, designs, plans, drawings, software, data, prototypes, the identity of sources
and markets, marketing information and strategies, business and financial plans and
strategies, methods of doing business, data processing and technical systems, programs and
practices, customers and users and their needs, sales history, financial health or material
non-public information as defined under federal securities law) (collectively “Confidential
Information”). Confidential Information also includes such information of third parties which
has been provided to Company in confidence. All such information is deemed “confidential” or
“proprietary” whether or not it is so marked, provided that it is maintained as confidential
by the Company. Information will not be considered Confidential Information to the extent
that it is generally available to the public. Nothing in this Section will prohibit the use
or disclosure by Executive of knowledge that is in general use in the industry or general
business knowledge. Executive may also disclose such information if required by court order
or applicable law provided that Executive (a) gives Company reasonable advance written notice
to allow Company to seek a protective order or other appropriate remedy (except to the extent
that Executive’s compliance with the foregoing would cause Executive to violate a court order
or other legal requirement), (b) discloses only such information as is required by law, and
(c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential
Information so disclosed. During Executive’s employment and for a period of three (3) years
thereafter, Executive shall hold Confidential Information in confidence, shall use it only in
connection with the performance of duties on behalf of Company, shall restrict its disclosure
to those directors, employees or independent contractors of Company with a need to know, and
shall not disclose, copy or use Confidential Information for the benefit of anyone other than
Company without Company’s prior written consent. Executive shall, upon Company’s request or
Executive’s termination of employment, return to Company any and all written documents
containing Confidential Information in Executive’s possession, custody or control.






	8.	 	Restrictive Covenants.






	 	(a)	 	Non-Competition.






	 	(i)	 	In consideration of the Confidential Information provided to
the Executive and the other benefits provided to Executive pursuant to this
Agreement, Executive agrees that, if Executive’s employment ends during the
Term, then during a thirteen (13) month Non-Compete Period (as defined below),
Executive will not, without the prior written consent of Company (which shall
not be unreasonably withheld), directly or indirectly, either as an individual
or as an employee, officer, director, shareholder, partner, equity participant,
sole proprietor, independent contractor, consultant or in any other capacity
conduct any business, or assist any person in conducting any business, that is
directly in competition with the Company’s Business (as defined below) in the
Territory (as defined below). It is expressly agreed and understood that this
restriction is not intended to and shall not prevent Executive from employment
or other engagement by a person or entity that competes with Company’s Business
as long as Executive does not personally compete or assist such person or
entity in such restricted competition. The





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	 	 	 	terms of this Section 8(a) shall not apply to the ownership by Executive of
less than 5% of a class of equity securities of an entity, which securities
are publicly traded on any national securities exchange.






	 	(ii)	 	For any termination except for a termination by the Company for
Cause, the Non-Compete Period shall commence upon the date that notice of
termination of employment is delivered or deemed delivered under the notice
provisions of this Agreement, it being acknowledged and agreed that the
Non-Compete Period may commence to run, or even completely run, during a period
of time during which Executive is in fact employed by the Company (assuming
that he continues to be so employed after the delivery of such notice of
termination). In the event of a termination by the Company for Cause, the
Non-Compete Period shall commence upon the date that Executive’s employment
with the Company ends.
	 
	 	(iii)	 	For purposes of Section 8(a), the “Company’s Business” means
the businesses conducted by the Company or its subsidiaries at the time of the
Executive’s termination of employment.
	 
	 	(iv)	 	For purposes of Section 8(a), the “Territory” shall mean (A) a
seventy-five (75) mile radius from any of the Company’s refining facilities,
(B) a seventy-five (75) mile radius from any of the Company’s wholesale refined
products distribution facilities and (C) a fifty (50) mile radius from any of
the Company’s retail fuel and/or convenience merchandise facilities.






	 	(b)	 	Non-Solicitation. During Executive’s employment with Company, and for
a period of six (6) months thereafter, Executive will not, directly or indirectly,
either as an individual or as an employee, officer, director, shareholder, partner,
equity participant, sole proprietor, independent contractor, consultant or in any other
capacity whatsoever approach or solicit any customer or vendor of Company for the
purpose of causing, directly or indirectly, any such customer or vendor to cease doing
business with Company or its Affiliates. The foregoing covenant shall be in addition
to any other covenants or agreements to which Executive may be subject.
	 
	 	(c)	 	Non-Interference with Employment Relationships. During Executive’s
employment with Company, and for a period of one (1) year thereafter, Executive shall
not, without Company’s prior written consent, directly or indirectly: (i) induce or
attempt to induce any Company employee to terminate his/her employment with the
Company; or (ii) interfere with or disrupt the Company’s relationship with any of its
employees or independent contractors. The foregoing does not prohibit the Executive
(personally or as an employee, officer, director, shareholder, partner, equity
participant, sole proprietor, independent contractor, consultant or in any other
capacity) from hiring or employing an individual that contacts the Executive on his or
her own initiative without any direct or indirect solicitation by the Executive other
than customary forms of general solicitation such as newspaper advertisements or
internet postings.





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	 	(d)	 	It is understood and agreed that the scope of each of the covenants contained
in this Section 8 is reasonable as to time, area, and persons and is necessary to
protect the legitimate business interest of Company. It is further agreed that such
covenants will be regarded as divisible and will be operative as to time, area and
persons to the extent that they may be so operative.






	9.	 	Copyright, Inventions, Patents. Company shall have all right, title and interest to
all features (including, but not limited to, graphic designs, copyrights, trademarks and
patents) created during the course of Executive’s employment with Company. Executive hereby
assigns to Company all copyright ownership and rights to any work developed by Executive and
reduced to practice for or on behalf of Company or which relate to Company’s business during
the course of the employment relationship. At Company’s expense and for a period of three (3)
years following the termination of Executive’s employment, Executive shall reasonably assist
or support the Company to obtain, maintain, and assert its rights in such work including,
without limitation, the giving of evidence in suits and proceedings, and the furnishing and/or
assigning of all documentation and other materials relative to Company’s intellectual property
rights.






	10.	 	Termination of Employment.






	 	(a)	 	Termination By Company For Cause. Company may immediately terminate
Executive’s employment at any time for Cause. Upon any such termination, the Company
shall be under no further obligation to Executive hereunder except as otherwise
required by law, and Company will reserve all further rights and remedies available to
it at law or in equity.
	 
	 	(b)	 	Termination At-Will By Company. The Company may terminate this
Agreement (and Executive’s employment hereunder) at any time and for any reason
provided that, if the termination is other than for Cause, Executive shall be entitled
to (i) advance written notice of termination equal to the lesser of twelve (12) months
or the balance of the Term, (ii) his Base Compensation through the required notice
period, (iii) all equity vesting, health and life insurance and accrued benefits
through the required notice period (iv) all benefits under Section 4 through the
required notice period and (v) the Severance Payment. This provision shall not apply
if Executive’s employment terminates by reason of death or Disability.
	 
	 	(c)	 	Termination At-Will By Executive. The Executive may terminate this
Agreement (and Executive’s employment hereunder) at any time and for any reason
provided that the Executive must provide the Company with advance written notice of
termination equal to the lesser of twelve (12) months or the balance of the Term.






	 	(i)	 	If the Executive terminates his employment and provides the
required advance written notice, the Executive shall be entitled to the
Severance Payment upon termination.
	 
	 	(ii)	 	If the Executive terminates his employment without providing
the required advance written notice, the Executive shall not be entitled to the
Severance Payment. In addition, the Company shall be entitled to a buy-out
payment equal to the Executive’s Base Compensation that would have been earned
if the Executive’s employment had continued during the required advance





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	 	 	 	notice period less an amount equal to the amount of any Base Compensation
earned by him during the actual period of advance notice provided, if any.
The payments described in this Section 10(c)(ii) shall not represent full
liquidated damages for Executive’s breach of the advance notice provisions
of this Section 10(c) and the Company reserves all other remedies available
at law or in equity for such breach.
	 
	 	(iii)	 	If the Executive fails to render services to the Company in a
diligent and good faith manner after the delivery of notice of termination
hereunder, and continues or repeats such failure after receiving written notice
of same, the Company may immediately terminate the Executive’s employment and
the Company will be immediately entitled to the buy-out payment described above
upon such termination.






	 	(d)	 	Separation Release. The Severance Payment that Executive would
otherwise be entitled to under Sections 10(b) and 10(c) shall be provided only if
Executive executes, on or prior to the Release Expiration Date, a Separation Release,
any revocation periods contained in the Separation Release have expired and Executive
has continued to comply with this Agreement and any other restrictive covenants to
which he is bound. If Executive fails to execute the Separation Release on or prior to
the Release Expiration Date or timely revokes his acceptance of the Separation Release
thereafter if such revocation is permitted, Executive shall not be entitled to such
payments, reimbursements or benefits and shall repay any such payments or
reimbursements made prior to the Release Expiration Date.
	 
	 	(e)	 	Definitions. The following terms shall have the following meanings as
used in this Section 10:






	 	(i)	 	“Cause” means: (A) the Executive’s fraud, gross negligence or
willful misconduct involving the Company or its affiliates, (B) the Executive’s
conviction of, or plea of nolo contendere to, a felony or crime involving moral
turpitude or (C) the Executive’s deliberate and continual refusal to perform
his duties in any material respect on substantially a full-time basis or to act
in accordance with any specific and lawful instruction of the Board provided
that Executive has been given written notice of such conduct and such conduct
is not cured within thirty (30) days thereafter.
	 
	 	(ii)	 	“Disability” means the inability of the Executive to perform
the customary duties of the Executive’s employment or other service with the
Company or its affiliates by reason of a physical or mental incapacity or
illness which is expected to result in death or to be of indefinite duration,
as determined by a duly licensed physician selected by the Company.
	 
	 	(iii)	 	“Release Expiration Date” shall mean the date of the
expiration of any and all waiting and revocation periods in the Separation
Release.





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	 	(iv)	 	“Separation Release” means a mutual release of claims in a form reasonably
satisfactory to Executive and the Company that pertains to all known claims
related to Executive’s employment and the termination of Executive’s
employment and that contains appropriate anti-disparagement and continuing
confidentiality covenants.
	 
	 	(v)	 	“Severance Payment” shall mean an amount equal to one (1) month
of the Executive’s Base Compensation as in effect immediately before any notice
of termination (or as in effect immediately before any reduction in the
Executive’s Base Compensation within the thirty (30) days prior to notice of
termination).






	11.	 	Survival of Terms. The provisions of Sections 7, 8(b), 8(c) and 9 shall survive the
termination or expiration of this Agreement and will continue in effect following the
termination of Executive’s employment for the periods described therein. The provisions of
Section 8(a) shall survive the termination (but not the expiration) of this Agreement.
	 
	12.	 	Assignment. It is agreed that neither party shall have the right to assign or
transfer any duties, rights or obligations due hereunder without the express written consent
of the other party, except that the Company may assign the Agreement to its successor or any
entity acquiring all or substantially all of the assets of the Company.
	 
	13.	 	No Inducement / Agreement Voluntary. Executive represents that (a) Executive has not
been pressured, misled, or induced to enter into this Agreement based upon any representation
by Company or its agents not contained herein, (b) Executive has entered into this Agreement
voluntarily, after having the opportunity to consult with representatives of his own choosing
and (c) Executive’s assent is freely given.
	 
	14.	 	Interpretation. Any Section, phrase or other provision of this Agreement that is
determined by a court, arbitrator or arbitration panel of competent jurisdiction to be
unreasonable or in conflict with any applicable statute or rule, shall be deemed, if possible,
to be modified or altered so that it is not unreasonable or in conflict or, if that is not
possible, then it shall be deemed omitted from this Agreement. The invalidity of any portion
of this Agreement shall not affect the validity of the remaining portions. Unless expressly
stated to the contrary, all references to “days” in this Agreement shall mean calendar days.
	 
	15.	 	Prior Agreements / Amendments. This Agreement revokes and supersedes all prior
agreements pertaining to the subject matter herein, whether written or oral, and represents
the entire agreement between the parties in relation to the employment of the Executive by the
Company on, and subsequent to, the Effective Date. This Agreement shall not be subject to
modification or amendment by any oral representation, or any written statement by either
party, except for a dated writing signed by the Executive and the Company.
	 
	16.	 	Notices. All notices of any kind to be delivered in connection with this Agreement
shall be in writing and shall be deemed to have been duly given if personally delivered or if
sent by nationally-recognized overnight courier (e.g., FedEx, UPS, DHL, etc.) or by registered
or certified mail, return receipt requested and postage prepaid, addressed to the Company at
7102 Commerce Way, Brentwood, Tennessee 37027, Attn: Vice President / Human Resources, CC:
General Counsel, to the Executive at his/her then-existing payroll address, or to such other
address as the party to whom notice is to be given may have furnished to the





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	•	 	ther in writing in accordance with the provisions of this Section. Any such notice or
communication shall be deemed to have been received: (a) if by personal delivery or
nationally-recognized overnight courier, on the date of such delivery and (b) if by
registered or certified mail, on the third postal service day following the date postmarked.






	17.	 	Applicable Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Tennessee without giving effect to its principles of conflicts of
law. The state and federal courts for Davidson County, Tennessee shall be the exclusive venue
for any litigation based in significant part upon this Agreement.
	 
	18.	 	Section 409A.






	 	(a)	 	It is intended that (i) each installment of the payments provided under this
Agreement is a separate “payment” for purposes of Section 409A of Internal Revenue Code
of 1986, as amended (the “Code”) and (ii) the payments satisfy, to the greatest extent
possible, the exemptions from the application of Section 409A of the Code provided
under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(9)(iii) and 1.409A-1(b)(9)(v).
	 
	 	(b)	 	Notwithstanding anything to the contrary in this Agreement, if the Company
determines (i) that on the date the Executive’s employment with the Company terminates
or at such other time that the Company determines to be relevant, the Executive is a
“specified employee” (as such term is defined under Treasury Regulation 1.409A-1(i)(1))
of the Company and (ii) that any payments to be provided to the Executive pursuant to
this Agreement are or may become subject to the additional tax under Section
409A(a)(1)(B) of the Code or any other taxes or penalties imposed under Section 409A of
the Code if provided at the time otherwise required under this Agreement, then such
payments shall be delayed until the date that is six (6) months after the date of the
Executive’s “separation from service” (as such term is defined under Treasury
Regulation 1.409A-1(h)) with the Company, or, if earlier, the date of the Executive’s
death. Any payments delayed pursuant to this Section shall be made in a lump sum on
the first day of the seventh (7th) month following the Executive’s “separation from
service” (as such term is defined under Treasury Regulation 1.409A-1(h)), or, if
earlier, the date of the Executive’s death.
	 
	 	(c)	 	In addition, to the extent that any reimbursement, fringe benefit or other,
similar plan or arrangement in which the Executive participates during the term of
Executive’s employment under this Agreement or thereafter provides for a “deferral of
compensation” within the meaning of Section 409A of the Code, (i) the amount eligible
for reimbursement or payment under such plan or arrangement in one calendar year may
not affect the amount eligible for reimbursement or payment in any other calendar year
(except that a plan providing medical or health benefits may impose a generally
applicable limit on the amount that may be reimbursed or paid), and (ii) subject to any
shorter time periods provided herein or the applicable plans or arrangements, any
reimbursement or payment of an expense under such plan or arrangement must be made on
or before the last day of the calendar year following the calendar year in which the
expense was incurred.





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In witness whereof, the parties have executed this Agreement as of the date set forth above.




	 	 	 	 	 	 	 
	COMPANY:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	DELEK US HOLDINGS, INC.

	 	 
	 	EXECUTIVE:
	 	 
	 
	 	 	 	 	 	 
	/s/ Assaf Ginzburg

	 	 	 	/s/ Ezra Uzi Yemin	 	 
	 

By: Assaf Ginzburg

Title: Executive Vice President

Date: September 25, 2009

	 	 	 	 

EZRA UZI YEMIN

Date: September 25, 2009	 	 
	 
	 	 	 	 	 	 
	/s/ Frederec Green
 

By: Frederec Green

Title: Executive Vice President

Date September 25, 2009
	 	 	 	 	 	 






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EXHIBIT 3(c)

FORM OF STOCK APPRECIATION RIGHTS AGREEMENT




DELEK US HOLDINGS, INC.

2006 LONG-TERM INCENTIVE PLAN

STOCK APPRECIATION RIGHTS AGREEMENT



     This Stock Appreciation Rights Agreement (the “Agreement”) is made as of September 30, 2009
(the “Grant Date”), by and between Delek US Holdings, Inc., a Delaware corporation (the “Company”),
and Ezra Uzi Yemin (the “Participant”).



WITNESSETH:




     WHEREAS, pursuant to the Delek US Holdings, Inc. 2006 Long-Term Incentive Plan (the “Plan”),
the Company desires to grant to the Participant, and the Participant desires to accept, an award of
stock appreciation rights (the “SARs”) with respect to certain shares of the Company’s common
stock, $0.01 par value (the “Common Stock”), upon the terms and conditions set forth in this
Agreement and the Plan. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Plan.



     NOW, THEREFORE, the parties hereto agree as follows:



     1. Grant. The Company hereby grants to the Participant SARs with respect to 1,850,040
shares of Common Stock, at a base price per share equal to the greater of the (a) the Fair Market
Value (the “FMV”) per share on the date hereof, or (b) the applicable price described in the
vesting table set forth in Section 3 below.



     2. Term of SARs. The SARs listed in Section 3 below will expire upon the earlier of
(a) the first anniversary of the Participant’s termination of employment or (b) October 31, 2014,
unless sooner terminated in accordance with the Plan and this Agreement.



     3. Vesting. Except as otherwise provided herein or in the Plan, the SARs will become
vested and exercisable in accordance with the following schedule, subject to the Participant’s
remaining in the continuous employment or other service with the Company or its affiliates through
the applicable vesting date (unless otherwise indicated, monthly vesting shall be ratable and occur
on the last day of a calendar month):



	 	 	 	 	 	 	 	 	 	 	 
	 	 	Number of SARs	 	Vesting Date(s)	 	Applicable Price
	(a)
	 	 	391,380	 	 	All vest on 3/31/2010

	 	FMV

	(b)
	 	 	249,060	 	 	Vest monthly from 4/30/2010 — 10/31/2010

	 	FMV

	(c)
	 	 	246,400	 	 	All vest on 3/31/2010

	 	$	12.40	 
	(d)
	 	 	246,400	 	 	Vest monthly from 4/30/2010 — 2/28/2011

	 	$	13.20	 
	(e)
	 	 	246,400	 	 	Vest monthly from 3/31/2011 — 1/31/2012

	 	$	14.00	 
	(f)
	 	 	246,400	 	 	Vest monthly from 2/29/2012 — 12/31/2012

	 	$	14.80	 
	(g)
	 	 	224,000	 	 	Vest monthly from 1/31/2013 — 10/31/2013

	 	$	15.60	 






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     4. Termination of Employment or Other Service. Except as otherwise specified in this
Agreement or in any employment agreement between the Company and the Participant, in the event of
the termination of the Participant’s employment or other service with the Company for any reason
other than for Cause, any SARs that have not become vested will thereupon expire, and any vested
SARs will expire upon the earlier of the expiration date of the SARs or one (1) year after the date
of such termination of employment or other service. If the Participant’s employment or other
service is terminated by the Company or its affiliates for Cause (as defined below), then this
award (whether or not then vested and exercisable) shall immediately terminate and cease to be
exercisable. For purposes of this Agreement, the term “Cause” shall have the meaning ascribed to
such term in any employment agreement between the Company and the Participant or, if there is no
employment agreement or such term is not defined in the employment agreement, then, for the
purposes hereof, the term “Cause” shall mean the Participant’s fraud, gross negligence or willful
misconduct involving the Company or its affiliates, the Participant’s conviction of, or plea of
nolo contendre to, a felony or crime involving moral turpitude, or the
Participant’s material breach of any written agreement between the Participant and the Company or
any of its affiliates.



     5. Settlement of Vested SARs. Subject to the provisions hereof and of the Plan, upon
the exercise of an SAR under this Agreement, the Participant (or the Participant’s beneficiary, as
the case may be) shall be entitled to receive, in the Company’s sole discretion, cash and/or a
number of whole shares having a Fair Market Value equal to the product of X and Y, where—




	 	 	 	X = the number of whole shares as to which the SAR is being exercised,
and






	 	 	 	Y = the excess of (a) the Fair Market Value per share on the date of
exercise over (b) the base price per share with respect to the SARs being
exercised.





     6. Exercise of Vested SARs.



     (a) The Participant may exercise SARs that are vested and exercisable under this Agreement by
delivering to the Secretary of the Company (i) a written notice of such exercise specifying the
number of shares of Common Stock covered by such exercise, and (ii) payment in full of the
withholding taxes due in connection with the exercise, unless other arrangements satisfactory to
the Company are made for the satisfaction of such payment.



     (b) Upon the exercise of an SAR under this Agreement, the applicable tax withholding
obligation may be paid


          (i) in cash or by check (including the withholding of cash sufficient to cover the withholding
obligation from the proceeds of a cash settlement of the SARs);


          (ii) at the discretion of the Compensation Committee of the Company’s Board of Directors (the
“Committee”), by (A) the delivery of previously-owned shares of Common Stock, (B) means of a
cashless exercise procedure in connection with a stock settlement (including, without limitation,
the withholding of shares from the settlement or through a broker-assisted cashless exercise), (C)
any other legal means that may be acceptable to the Committee, or (D) by a combination of the
foregoing; or


          (iii) at the discretion of the Committee, in any combination of the above.



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     7. Rights as Stockholder. The Participant (or beneficiary) will have no rights as a
shareholder with respect to the shares of Common Stock covered by this Agreement unless, until and
except to the extent that shares are issued in the name of the Participant (or beneficiary) in full
or partial settlement of the exercise of the SARs and the applicable tax withholding obligation has
been satisfied.



     8. Nontransferability. This award may not be pledged, hypothecated or otherwise
encumbered or subject to any lien, obligation or liability of the Participant to any party (other
than the Company or an affiliate thereof), or assigned or transferred (collectively, “Transferred”)
by the Participant other than by will or the laws of descent and distribution or to a beneficiary
upon the death of the Participant. The SARs may be exercised during the lifetime of the
Participant only by the Participant or his guardian or legal representative. Any attempt by the
Participant or any other person claiming against, through or under the Participant to cause this
award or any part of it to be Transferred in any manner and for any purpose shall be null and void
and without effect upon the Company, the Participant or any other person.



     9. Compliance with Law; Transfer Orders; Legends. The Company will not be obligated
to issue or deliver shares of Common Stock pursuant to a stock settlement of SARs unless the
issuance and delivery of such shares complies with applicable law, including, without limitation,
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the
requirements of any stock exchange or market upon which the Common Stock may then be listed, and
shall be further subject to the approval of counsel for the Company with respect to such
compliance. All certificates for shares of Common Stock delivered under this Agreement shall be
subject to such stock-transfer orders and other restrictions as the Company may deem advisable
under the rules, regulations, and other requirements of the Securities and Exchange Commission, any
stock exchange or market upon which the Common Stock may then be listed, and any applicable federal
or state securities law. The Company may cause a legend or legends to be placed on any such
certificates to make appropriate reference to such restrictions.



     10. No Employment or Other Rights. Nothing contained in the Plan or this Agreement
shall confer upon the Participant any right with respect to the continuation of his or her
employment or other service with the Company or its affiliates or interfere in any way with the
right of the Company and its affiliates at any time to terminate such employment or other service
or to increase or decrease, or otherwise adjust, the other terms and conditions of the
Participant’s employment or other service.



     11. Provisions of the Plan. Except as otherwise specifically provided herein, the
provisions of the Plan and the Employment Agreement between the parties dated as of May 1, 2009,
the terms of which are incorporated in this Agreement, shall govern if and to the extent that there
are inconsistencies between those provisions and the provisions hereof. Notwithstanding anything
to the contrary contained herein, in the Employment Agreement or in the Plan, in the event of an
“Exchange Transaction” as defined in Section 7 of the Plan, the Board, acting in its discretion,
shall determine the effect of the Exchange Transaction on the Participant’s outstanding SARs,
which, with respect to any or all of such SARs, may include, without limitation, assumption by the
acquiring or successor company, acceleration of vesting, and/or cancellation for any or no
consideration, The Participant acknowledges receipt of a copy of the Plan prior to the execution
of this Agreement.



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14




     12. Miscellaneous. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted assigns. This
Agreement shall be governed by and construed in accordance with the laws of the State of Delaware,
without regard to its principles of conflicts of law. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and, except as otherwise
provided in the Plan, may not be modified other than by written instrument executed by the parties.



     IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.



	 	 	 	 	 	 	 
	DELEK US HOLDINGS, INC.:

	 	 
	 	PARTICIPANT:
	 	 
	 
	 	 	 	 	 	 
	 

By:

	 	 	 	 
	 	 
	Title:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

By:
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 






Executive Employment Agreement • Delek US Holdings, Inc. • Page 14 of 14