exv10w3






Exhibit 10.3




June 10, 2009




Igal Zamir

959 Yearling Way

Nashville, TN 37221




Re: Offer of Employment




Dear Igal:




We are excited about your decision to join us at MAPCO Express, 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 Board of Directors of the Company and, as the case may be, its sole
stockholder, Delek US Holdings, Inc. (“Delek”).



Starting & Eligibility Dates. The commencement of your employment as the President of the
Company and its subsidiaries will be June 10, 2009 (the “Commencement Date”). The Consulting
Agreement between us dated February 2009 will terminate automatically upon the commencement of your
employment. 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 twenty thousand dollars ($220,000). In addition, you will be paid a cash bonus of fifty
thousand dollars ($50,000) (the “Contract Bonus”) (i) within thirty (30) calendar days after the
later of the Commencement Date or your execution of this letter and (ii) on each of the first two
(2) anniversaries of the Commencement Date (subject to your continued employment with us). If you
terminate your employment with the Company during the first thirty-six (36) months following the
Commencement Date, you will repay 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 than twenty-five percent (25%) 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 Delek’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 fifty-four thousand (54,000) shares of Common Stock and fifteen thousand (15,000)
restricted stock units (“RSUs”) under Delek’s 2006 Long-Term Incentive Plan (the “Plan”). The
stock options and RSUs will vest ratably over the first three (3) 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 Delek’s Board of Directors (or any applicable Committee thereof).



The Company will (i) pay the reasonable costs of professional preparation of your personal income
tax return(s), (ii) pay the reasonable cost of one (1) personal trip to Israel during each calendar
year (including roundtrip business class airfare and ground transportation and lodging for up to an
aggregate of 14 calendar days) for you, your spouse and your minor children, (iii) provide you with
a Company-owned automobile including insurance, fuel and maintenance and (iv) pay you an education
allowance of one thousand dollars ($1,000) per month for each of your minor children. 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.
Income taxes incurred by you on airfare benefits will be grossed up and reimbursed at your marginal
tax rate.



Benefits. You will be eligible for twelve (12) working days of vacation per calendar year
as well as an additional ten (10) working days of vacation per calendar year for personal trips to
Israel. 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,



Offer of Employment • Igal Zamir •June 10, 2009 • Page 2 of 4











 



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copy or use Confidential Information for the benefit of anyone other than
Company without 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), (iii) the
costs of continuing health and life insurance coverage for a period of six (6) months following
termination of employment and (iv) the continuation of existing automobile and education allowance
benefits for a period of six (6) months following the 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 and continuation of automobile and education
allowance benefits 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 • Igal Zamir •June 10, 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,




MAPCO Express, Inc.




	 	 	 
	/s/ Kathy Roadarmel

	 	/s/ Assaf Ginzburg
	 

	 	 
	By:

	 	By:
	Title:    VP of HR

	 	Title:    EVP






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 MAPCO Express, 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 MAPCO Express, Inc.



	 	 	 	 	 
	/s/ Igal Zamir

	 	        6-10-09	 	 
	 

IGAL ZAMIR

	 	 

Date
	 	 






Offer of Employment • Igal Zamir •June 10, 2009 • Page 4 of 4