EX-10.2



 





AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT




     This Amendment No. 5 (this “Amendment”) to the Employment Agreement, by and among MAPCO
Express, Inc., (“Employer”), Delek US Holdings, Inc. (“Delek US”) and Uzi Yemin (“Employee”),
entered into and effective as of May 1, 2004, and amended effective as of September 15, 2005,
February 1, 2006, April 17, 2006 and November 13, 2006 (the “Employment Agreement”), is dated as of
July 23, 2007.



     WHEREAS, Employee, Employer and Delek US are parties to the Employment Agreement; and



     WHEREAS, Employee, Employer and Delek US desire to amend Section 2(c)(2) of the Employment
Agreement to identify a new company-provided residence for Mr. Yemin and to provide Mr. Yemin with
an option to purchase the residence as described below.



     NOW THEREFORE, in consideration of the mutual promises set forth in this Amendment and
intending to be legally bound, Employee, Employer and Delek US agree as follows:



     1. The Employment Agreement is hereby amended by deleting the text of Section 2(c)(2) in its
entirety and replacing it with:



     “Housing Allowance.




(i) Employer or Delek US will purchase and provide Employee with rent-free residence
at the house located at 3901 Woodlawn Drive in Nashville, Tennessee (the
“Residence”). In the event that the purchase of the Residence does not occur,
Employer or Delek US will purchase and provide Employee with rent-free residence at
another location that is mutually acceptable to Employer or Delek US and Employee.




(ii) Provided that Employee’s employment is not terminated due to the Employee’s
fraud, gross negligence or willful misconduct involving the Employer, Delek US or
its affiliates, conviction of, or plea of nolo contendere to, a
felony or crime involving moral turpitude, or material breach of any written
agreement between the Employee and the Employer, Delek US or any of its affiliates,
Employee shall have the option (the “Option”) to purchase the Residence from the
Employer or Delek US (as the case may be). The Option shall be exercisable at any
time during the period beginning upon the termination of his employment and ending
upon the earlier of six (6) months following the termination of his employment; or
two and one-half (21/2) months following the end of the calendar year in which his
employment terminates. The purchase price to be paid by Employee for the Residence
shall be the amount paid by Employer/Delek US for the Residence at closing plus the
cost of repairs and improvements to the Residence paid or approved by Employer/Delek
US at closing plus three percent (3%) of the foregoing sum for each anniversary of
the closing that occurs prior to the Employee’s delivery of notice as set forth
below. The Employee’s option to purchase the Residence shall be exercised by the
Employee’s delivery of notice to Employer and Delek US under Section 8(g).
Subsequent to the Employee’s delivery of the aforesaid notice, Employer and/or Delek
US (as the case may be) shall negotiate in good faith a written purchase and sale
contract for the Residence containing a commitment to close the transaction within
sixty (60) calendar days following the full execution of the contract, and such
other terms and conditions that are reasonable and customary for similar
transactions. Employee shall be entitled to exercise the option to purchase the
Residence during the period set forth above notwithstanding any inference to the
contrary in Section 3(b)”;



 









 





2



     2. The Employment Agreement is further amended by deleting the text “US $2,000 per month” in
Section 2(c)(3) and replacing it with “US $3,000 per month.”



     3. This Amendment to the Employment Agreement shall have effect as of the date hereof.



     4. Except as otherwise provided herein, the Employment Agreement shall continue unchanged and
in full force and effect.



     5. This Amendment may be executed in counterparts, each of which will be deemed an original
but all of which together shall constitute one and the same agreement.



     IN WITNESS WHEREOF, the parties have executed this Amendment No. 5 to Employment Agreement as
of the date first above written.



	 	 	 	 	 
	MAPCO Express, Inc. 

 	 	Employee:  
	By  	/s/ John P. Colling, Jr.
 	 	/s/  Uzi Yemin 
	 	Name  	John P. Colling, Jr.                      	 	Uzi Yemin 
	 	Title  	Vice President and Treasurer 	 	 
	 	 	 
	By  	/s/  Joane Walker
 	 	 
	 	Name  	Joane Walker 	 	 
	 	Title  	Vice President and Chief Financial
Officer 	 	 
	 
	Delek US Holdings, Inc.

 	 	 
	By  	/s/  John P. Colling, Jr.
 	 	 
	 	Name  	John P. Colling, Jr. 	 	 
	 	Title  	Vice President and Treasurer 	 	 
	 	 	 
	By  	/s/  Joane Walker
 	 	 
	 	Name  	Joane Walker 	 	 
	 	Title  	Vice President and Chief Financial
Officer 	 	 



Amendment No. 5 • MAPCO Express, Inc. and Delek US Holdings, Inc. -w- Yemin • July 23, 2007 •Page 2 of 2