exv10w1






Exhibit 10.1




August 25, 2009




Mark B. Cox

5005 Vista Del Monte

El Paso, TX 79922




Re: Offer of Employment




Dear Mark:




We are excited about your decision to join us at Delek US Holdings, Inc. (the “Company”). We are
optimistic that the future will be mutually beneficial.



Our team is committed to being a growing company that achieves superior financial results by
consistently growing our sales and controlling our expenses. We believe that our commitment to
training, developing and retaining performance-oriented team members will drive our success. We
take great pride in our people and the value of teamwork.



We believe in being credible and doing what we say we are going to do. If you ever find this not
to be true, please tell any one of the officers of the Company and we will investigate the issue.
We believe in treating everyone with honesty, courtesy and respect. We embrace these values which
help us to be a special company.



The terms set forth below pertaining to compensation arrangements and officer appointments are
subject to the approval of the Company’s Board of Directors.



Starting & Eligibility Dates. The commencement of your employment as the Executive Vice
President and Chief Financial Officer of the Company and its subsidiaries will be September 8, 2009
(the “Commencement Date”). If you choose to elect for medical benefits, your medical benefit
effective date will be the first day of your employment.



Compensation. Your base compensation will be at an annualized equivalent rate of two
hundred forty thousand dollars ($240,000). In addition, you will be paid a cash bonus of fifty
thousand dollars ($50,000) (the “Contract Bonus”) within thirty (30) calendar days after the later
of the Commencement Date or your execution of this letter. On January 1, 2011 (subject to your
continued employment with us), your base compensation will increase to two hundred sixty thousand
dollars ($260,000) and you will be paid a second Contract Bonus. If you terminate your employment
with the Company during the first twelve (12) months following your receipt of any Contract Bonus
hereunder, you will repay one hundred percent (100%) of the most recent Contract Bonus earned by
you less a prorated amount of such Contract Bonus equal to
the period of your employment since the date the most recent Contract Bonus was earned. The
Company is on a bi-weekly pay cycle and base compensation payments are made every other Friday.
You will be classified as salary exempt and will be eligible for the Company’s annual bonus
program, if any, in an amount not less thirty-three percent (33%) and not more than seventy-five
percent (75%) of your annualized base compensation rate at the end of the bonus year. The annual
bonus shall be prorated for the period of actual employment during the bonus year and paid between
January 1 and March 15 of the year following the bonus year.









 



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Upon the first of the Company’s regularly scheduled quarterly grant dates for equity awards that
occurs on or after your execution of this letter, you will be granted non-qualified stock options
to purchase sixty thousand (60,000) shares of Common Stock and thirty thousand (30,000) restricted
stock units (“RSUs”) under the Company’s 2006 Long-Term Incentive Plan (the “Plan”). The stock
options and RSUs will vest ratably over the first four (4) anniversaries of the grant date and
shall be made upon such other terms and conditions applicable to equity awards under the Plan
(including, without limitation, exercise prices and vesting conditions) as may be established from
time to time by the Company’s Board of Directors (or any applicable Committee thereof).



The Company will pay (i) your reasonable expenses incurred in moving from the El Paso, Texas area
to the Nashville, Tennessee area up to a maximum of $20,000, (ii) any loss1 you may
incur on the sale of your El Paso residence up to a maximum of $100,000 and (iii) the reasonable
costs of professional preparation of your personal income tax return(s). Perquisites and other
personal benefits that are not integrally and directly related to the performance of your duties
and confer a direct or indirect benefit upon you that has a personal aspect may be disclosed in
public filings according to United States Securities and Exchange Commission regulations.



Benefits. You will be eligible for fifteen (15) working days of vacation per calendar
year. Unused vacation will accrue and carry over into a new calendar year and the amount
attributed to accrued and unused vacation will be paid to you upon the termination of employment.
A guide describing the Company’s various benefits (including medical and dental insurance) and an
enrollment form will be enclosed in your orientation packet. It is your responsibility to return
the enrollment form within thirty-one (31) calendar days after the Commencement Date. If you
choose not to enroll during this time, you may have to wait until the next enrollment period. The
enrollment form must be delivered to the Company’s Payroll Department in Brentwood, Tennessee.
Should you have any questions concerning insurance or other benefits,
please call the Company’s Benefits Department in Brentwood, Tennessee at (615) 771-6701 x. 1117.



Confidentiality. During the course of employment, you 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. During your employment and for a period of
three (3) years thereafter, you 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





 




			
	1	 	The “loss” on the sale of the El Paso residence shall
be defined as the amount, if any, by which the contract price applicable to
your purchase the residence exceeds the contract price applicable to your sale
of the residence.





Offer
of Employment • Mark B. Cox • August 25, 2009 • Page 2 of 4










 



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Company’s prior written consent (unless otherwise required by law). Upon Company’s
request or your termination of employment, you will return to Company any and all written documents
containing Confidential Information in your possession, custody or control.




Non-Interference with Employment Relationships. During your employment with Company, and
for a period of one (1) year thereafter, you 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 you (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 you on his or her own initiative without any direct in indirect solicitation by you
other than customary forms of general solicitation such as newspaper advertisements or internet
postings.



Termination. In the event that the Company terminates your employment other than for
Cause, the Company will provide you with (i) a severance payment equal to fifty percent (50%) of
your annualized base compensation rate at the time of termination (the “Severance Payment”), (ii)
all accrued benefits to the date of termination (and to the extent required by law) and (iii) the
costs of continuing health and life insurance coverage for a period of six (6) months following
termination of employment. For purposes of this letter, “Cause” means (i) your fraud, gross
negligence or willful misconduct involving the Company or its affiliates, (ii) your
conviction of, or plea of nolo contendere to, a felony or crime involving moral turpitude or (iii)
your deliberate and continual refusal to perform your duties in any material respect on
substantially a full-time basis or to act in accordance with any specific and lawful instruction of
your supervisor (provided that you have been given written notice of such conduct and such conduct
is not cured within thirty (30) calendar days thereafter). The Severance Payment shall be provided
to you after, and only if, (i) you execute a mutual release of claims in a form reasonably
satisfactory to you and the Company that pertains to all known claims related to your employment
and the termination of your employment and that contains appropriate anti-disparagement and
continuing confidentiality covenants (the “Separation Release”), (ii) the Separation Release is
executed on or prior to the date of the expiration of any and all waiting and revocation periods in
the Separation Release (the “Release Expiration Date”), (iii) any revocation periods contained in
the Separation Release have expired and (iv) you have continued to comply with this letter and any
other restrictive covenants to which you are bound. If you fail to execute the Separation Release
on or prior to the Release Expiration Date or timely revoke your acceptance of the Separation
Release thereafter (if such revocation is permitted), you shall not be entitled to the Severance
Payment. In the event that you terminate your employment, you must provide the Company with at
least six (6) months advance written notice of termination.



Offer
of Employment • Mark B. Cox • August 25, 2009 • Page 3 of 4










 



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We are pleased at your decision to join our organization. We have a strong commitment to
excellence and to our people, and wish you much success in your new position. Please review, sign
and return a copy of this letter to confirm your agreement to its terms. The signed copy will be
placed in your employment file.



Sincerely,



Delek US Holdings, Inc.




	 	 	 	 
	/s/ Kathy Roadarmel

	 	/s/ Kent B. Thomas	 
	 

	 	 	 
	By: Kathy Roadarmel

	 	By: Kent B. Thomas	 
	Title: Vice President of Human Resources

	 	Title: General Counsel / Secretary	 





Please note this offer of employment is contingent upon successful completion of a pre-employment
drug screen, credit check and background check.



I agree to the terms of this offer of employment with Delek US Holdings, Inc. I understand that
this does not constitute an employment contract for any specific term, and does not alter the
at-will nature of my employment with Delek US Holdings, Inc.




	 	 	 	 
	/s/ Mark B. Cox

	 	8/25/2009	 
	 

	 	 	 
	MARK B. COX

	 	Date	 






Offer
of Employment • Mark B. Cox • August 25, 2009 • Page 4 of 4





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