EX-10.3






Exhibit 10.3




April 17, 2009




Edward Morgan

7102 Commerce Way

Brentwood, TN 37027



Re: Termination of Employment



Dear Ed:




     This letter will confirm the terms of the agreement (the “Agreement”) between you, EDWARD
MORGAN, and Delek US Holdings, Inc. and/or any of its wholly-owned subsidiaries (collectively the
“Company”). The terms of this letter shall be effective upon the date of the last signature below.



     1. You have submitted, and the Company has accepted, your resignation from employment with the
Company effective as of the close of business on May 11, 2009. In return for your agreement to the
terms set forth herein, the Company will (a) pay you a severance payment of $105,000 (representing
$15,000 for each of your seven years of service) upon the termination of your employment and (b)
pay you for all accrued but unused vacation within five business days after the termination of
employment. The foregoing sums shall be offset by any amounts that you may owe the Company at the
time of termination including, without limitation, taxes due on restricted stock units. Your
current health and life insurance benefits shall continue in full force and effect through May 31,
2009.



     2. Except for the laptop computer assigned to you (Dell Latitude 430) which you may retain,
you will return any Company property in your possession, custody, or control including, without
limitation, any documents, books, records (whether in electronic format or hard copy), reports,
files, correspondence, notebooks, manuals, notes, specifications, mailing lists, security cards,
credit cards, and other data.



     3. On behalf of yourself and your heirs, representatives, and assigns, you discharge and
release the Company and its affiliates and agents (collectively the “Released Parties”) from all
claims, obligations, and demands that you had, have, or may have arising out of or related to your
employment and/or the termination of your employment. Without limiting the generality of the
foregoing, you discharge and release any claims, causes of action, liabilities, covenants,
agreements, obligations, damages, and/or demands of every nature, character, and description under
Title VII of the Civil Rights Act of 1964, the Fair Labor Standards Act, the Americans with
Disabilities Act, the Family and Medical Leave Act, the Tennessee Human Rights Act, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act, the Older Worker Benefit
Protection Act, the Employee Retirement Income Security Act of 1974 (except with respect to
benefits to which you have a vested entitlement), and all other federal, state, and local laws
including any laws regarding wrongful discharge, breach of contract, retaliation, infliction of
emotional distress (collectively, the “Released Claims”).



     4. You agree and understand that the effect of this Agreement is to waive and release any and
all claims, causes of action, liabilities, covenants, agreements, obligations, damages and/or



 









 







demands of every nature, character, and description, without limitation in law, equity, or
otherwise, that you had, have, or may have, whether known or unknown, against any of the Released
Parties for any liability, whether vicarious, derivative, direct, or indirect. The foregoing
includes, without limitation, any claims for damages (actual or punitive), back wages, future
wages, commission payments, bonuses, reinstatement, past and future employee benefits (except to
which there is vested entitlement) including contributions to the Company’s employee benefit plans,
compensatory damages, penalties, equitable relief, attorneys’ fees, costs of court, interest, and
any and all other loss, expense, or detriment of whatever kind arising out of or related in any way
to your employment by the Company and/or the termination of such employment. However, you do not
by virtue of this Agreement waive or release any claims that arise after your signature below.



     5. You will not initiate, or cause to be initiated, any lawsuit based on the Released Claims.
Except as prohibited by law, you will indemnify the Company and all other Released Parties for any
sum of money that any of them may hereafter be compelled to pay you, your heirs, representatives,
or assigns and any of the Company’s legal fees and/or costs associated therewith on account you
bringing or allowing to be brought on your behalf legal action based upon the Released Claims.
Furthermore, you understand and agree that this Agreement does not constitute any admission by the
Company of any liability or of any violation of any federal, state, or local laws.



     6. In further consideration for your general release of claims against the Company, the
Company forever waives and releases any and all known claims, causes of action, liabilities,
covenants, agreements, obligations, damages and/or demands of every nature, character, and
description, without limitation in law, equity, or otherwise, that it had, has, or may have against
you for any liability, whether vicarious, derivative, direct, or indirect. However, the Company
does not by virtue of this Agreement waive or release any claims that arise after its signature
below. The Company will not initiate, or cause to be initiated, any lawsuit based on claims that
it knows (or reasonably should have known) arose before the date of this Agreement. Except as
prohibited by law, the Company will indemnify you for any sum of money that you may hereafter be
compelled to pay the Company, its representatives, or assigns and any of your legal fees and/or
costs associated therewith on account of the Company bringing or allowing to be brought on its
behalf legal action based upon claims otherwise barred by this Agreement. The Company understands
and agrees that this Agreement does not constitute any admission by you of any liability or of any
violation of any federal, state, or local laws.



     7. You will at all times maintain strict confidentiality of, and will not use or disclose,
information or ideas of a confidential or proprietary nature which pertain to Company’s business,
financial, legal, marketing, administrative, personnel, trade secrets (including, but not limited
to, 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, technical systems and practices, customers, sales
history and financial health) and “material non-public information” as defined under federal
securities law as well as such information of third parties which has been provided to Company in
confidence (collectively “Confidential Information”). 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. You specifically agree that, if you violate this confidentiality
obligation, in addition to any other rights and remedies available under applicable law, the
Company will have the contractual right to recover from you its actual damages not to exceed the
amount of any payments made under this Agreement by recoupment, restitution, set-off, or otherwise
as permitted by law.



     8. You and the Company will treat the terms, conditions, amount, and circumstances



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relating to
this Agreement as confidential, except as disclosure may be required by applicable law. You may
disclose the terms of this Agreement to your tax advisor or counsel, provided that they agree to
maintain the confidentiality of this Agreement. If you are required to make any disclosure
required by law, you agree to inform the Company immediately and prior to any such disclosure.
Obligations under this paragraph shall terminate to the extent that information contained herein is
made public by the Company in the course of its compliance with public disclosure obligations.



     9. You shall have a period of up to 21 calendar days in which to consider entering into this
Agreement. You acknowledge that you have had the opportunity to read and review this Agreement and
seek legal advice. You freely and voluntarily, and without coercion, agree to and understand the
significance and consequences of the terms of this Agreement. Following the date of your signature
below, you shall have a period of 7 calendar days within which to revoke your acceptance of this
Agreement, in which case this Agreement shall be null and void. If you do not exercise your right
to revoke this Agreement within 7 calendar days of your signature, this Agreement shall be held in
full force and effect and each party shall be obligated to comply with its requirements. The
parties agree that any changes made to this Agreement (whether material or immaterial) as a result
of the negotiation of the parties do not restart the running of the 21-day period noted above.



     10. You will not engage in any conduct, verbal or otherwise, that would disparage or harm the
reputation of the Company and any of the other Released Parties. Such conduct shall include,
without limitation, any negative statements made verbally or in writing by you about the Company or
any of the Released Parties.



     11. For a period of Twelve (12) months following the termination of your
employment, you will not contact or solicit, directly or indirectly, for any sales-related
business purpose, any customer or client of the Company or its affiliates as of the termination of
your employment.



     12. For a period of Twelve (12) months following the termination of your employment, you will
not (and you will not assist others to) directly or indirectly, entice or induce, or attempt to
entice or induce, any employee of the Company or its affiliates to leave employment with the
Company or its affiliates. However, this paragraph does not prohibit you or your new employer from
hiring or employing an individual that contacts you on his/her own initiative without any direct or
indirect solicitation by you other than customary forms of general solicitation such as newspaper
advertisements or internet postings.



     13. As part of your employment, you acknowledge and agree that you have obtained knowledge,
information, and expertise regarding the operations of the Company that may be useful to the
Company in prosecuting, defending and otherwise managing current and future litigation matters by
or against the Company. Therefore, you agree to cooperate fully and assist the Company to the best
of your abilities in connection with any such matters including making yourself reasonably
available to assist in the Company’s defense. The Company will pay you for your time expended at
an hourly rate equivalent to your then-current base compensation divided by 2,000. The Company
shall also pay any out-of-pocket expenses you incur in connection with your assistance. The
foregoing is not intended to reward you for any particular testimony or to limit in any manner your
truthful testimony in any proceeding.



     14. In response to inquiries from your prospective employers, you agree that the Company may
provide your dates of employment with the Company, job titles while employed by the Company, and
final salary. You agree to advise any prospective employers to contact the



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Human Resources
Department of the Company with regard to any references or other inquiries. Each party agrees that
it will not disparage the other or indicate (explicitly or implicitly) that your departure was
involuntary.



     15. Except with respect to the release of claims provided for above, the provisions of this
Agreement shall be severable, and the invalidity of any provisions or portion thereof shall not
affect the validity of the other provisions. To the extent that a court of competent jurisdiction
deems any provision of this Agreement unenforceable (except the release of claims), such court
shall modify the terms of the Agreement by adding, deleting, or changing in its discretion any
language necessary to make such provision enforceable to the maximum extent permitted by law, and
the parties expressly agree to be bound by any such provision as reformed by such court. If this
Agreement is not enforceable in whole or in part after such severance or reformation, the Company
shall have a contractual right of restitution, recoupment, and set-off to recover from you any
consideration paid to you under this Agreement.



     16. This Agreement constitutes the entire agreement between the parties with respect to its
subject matter and supersedes all previous agreements and understandings between the parties
including, without limitation, the letter agreement dated May 25, 2005. This agreement may not be
modified except in a writing signed by both parties. This agreement shall be governed by and
construed in accordance with the laws of the State of Tennessee and without regard to any rule of
construction under which an agreement may be construed against the drafter or any rule regarding
conflicts of law. Any dispute arising under this agreement must be adjudicated in the courts of
competent jurisdiction located in Williamson County, Tennessee, and the parties hereby agree to
such courts’ exercise of exclusive personal jurisdiction over them.



     I have carefully read this agreement. I hereby accept and agree to all of the terms and
conditions of this agreement.



	 	 	 	 	 
	DELEK US HOLDINGS, INC.
	 	 	 	 
	 
	 	 	 	 
	/s/ Joane Walker
 

By: Joane Walker

	 	/s/ Edward Morgan
 

EDWARD MORGAN
	 	 
	Title: V.P. / C.AO.

	 	Date: April 17, 2009	 	 
	Date: April 17, 2009
	 	 	 	 
	 
	 	 	 	 
	/s/ Kathy Roadarmel
 

By: Kathy Roadarmel

	 	 	 	 
	Title: V.P. of Human Resources
	 	 	 	 
	Date: April 17, 2009
	 	 	 	 







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