exv10w1








Exhibit 10.1




EXECUTIVE EMPLOYMENT AGREEMENT



This agreement (the “Agreement”) is entered into effective May 1, 2009 (the “Effective Date”), by
and between ASSAF GINZBURG (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 consist of the three consecutive
twelve month periods set forth below (each a “Contract Year”) commencing upon May 1, 2009 and
expiring on April 30, 2012 unless terminated earlier as provided for herein:





	 	 	 
	Contract Year	 	Period
	1
	 	May 1, 2009 – April 30, 2010
	2
	 	May 1, 2010 – April 30, 2011
	3
	 	May 1, 2011 – April 30, 2012







	2.	 	Scope of Employment. During the Term, Company shall employ Executive and Executive
shall render services to Company in the capacity and with the title of Executive Vice
President, or such other titles as may be established by Company from time to time. Executive
shall devote his/her full time and best effort to the successful functioning of Company’s
business and shall faithfully and industriously perform all duties pertaining to his/her
position, including such additional duties as may be assigned from time to time, to the best
of Executive’s ability, experience and talent. Executive shall be subject at all times during
the Term hereof to the direction and control of Company in respect of the work to be done.






	3.	 	Compensation.






	 	(a)	 	Base Compensation / Contract Bonuses. During the Term, Executive’s
salary (the “Base Compensation”) during each Contract Year shall be no less than as set
forth below, shall be greater than the base compensation paid to any of the Executive’s
subordinates and shall be payable at the same times and under the same conditions as
salaries are paid to the Company’s other employees. In addition, in consideration of
the terms and conditions of this Agreement, Company shall pay Executive the following
cash bonuses (a “Contract Bonus”) upon the commencement of each Contract Year of the
Term.





	 	 	 	 	 	 	 	 	 
	Contract Year	 	Base Compensation	 	Contract Bonus
	1

	 	$	220,000	 	 	$	50,000	 
	2

	 	$	240,000	 	 	$	50,000	 
	3

	 	$	260,000	 	 	$	50,000	 







	 	(b)	 	Annual Bonus. If the Company’s Board of Directors (or any applicable
Committee thereof) awards Annual Bonuses during the Term, Executive shall be
entitled to an Annual Bonus between a threshold and maximum amount of thirty-three
percent (33%) and seventy-five percent (75%) of Executive’s Base Compensation rate
at the end of the bonus year. The Executive’s Annual Bonus shall be payable between
January 1 and March 15 of the year following the bonus year. For purposes of this
Agreement, an “Annual Bonus” shall mean a cash bonus paid in recognition of an
employee’s service during the preceding fiscal year.











 



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	 	(c)	 	Equity Compensation. Upon the first of the Company’s regularly
scheduled quarterly grant dates for equity awards that occurs after the Executive’s
execution of this Agreement, and subject to the approval of the Company’s Board of
Directors (or any applicable Committee thereof) in each instance, Executive shall be
awarded no less than ninety thousand (90,000) non-qualified stock options and thirty
thousand (30,000) restricted stock units (“RSUs”) under the Company’s 2006 Long-Term
Incentive Plan (the “Plan”). All equity awards under this paragraph shall vest ratably
over the first three (3) anniversaries of the grant date and shall be made upon the
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),
provided that the portion of any non-qualified stock options granted under this
paragraph that is vested and exercisable at the time of any termination of employment
other than for Cause shall remain exercisable until the earlier of the expiration of
the option or one (1) year following the termination of employment. If a change in
capitalization as contemplated by Section 7(a) of the Plan occurs prior to the grant of
any equity compensation described in this Section 3(c), then, in addition to the
adjustment of outstanding equity awards as contemplated by the Plan, the prospective
grants made under this Section 3(c) shall also be adjusted. Commencing upon the
execution of this Agreement, taxes incurred by the Executive on vested RSUs (whether or
not granted under this subsection) will be grossed up and reimbursed at the Executive’s
marginal tax rate.






	4.	 	Fringe Benefits / Reimbursement of Business Expenses.






	 	(a)	 	General. The Company shall make available, or cause to be made
available to Executive, throughout the period of Executive’s employment hereunder, such
benefits, as may be put into effect from time to time by Company generally for other
similarly situated employees. The Company expressly reserves the right to modify such
benefits available to Executive at any time provided that such modifications apply to
other similarly situated employees.
	 
	 	(b)	 	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.
	 
	 	(c)	 	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 reasonable housing (at least equivalent to
the housing provided as of the Effective Date), utilities, subscription television and
a home telephone; (iii) pay the reasonable cost of roundtrip business class airfare,
ground transportation and lodging for two (2) personal trips to Israel during each
calendar year 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 and (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





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	 	 	 	Securities and Exchange Commission regulations. Commencing upon the execution of this
Agreement, 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.






	5.	 	Vacation Time / Sick Leave. Executive will be granted fifteen (15) 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 during the Term and the amount attributed to accrued and unused vacation
will be paid to the Executive upon the termination of employment. Vacation time shall be
taken only after providing reasonable notice to the person to whom the Executive reports.
Executive will be provided with sick leave 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.






	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. 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.





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	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 six (6) 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 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 over which the Executive has primary
responsibility at the time of the Executive’s termination of employment (it
being agreed and understood that other aspects of the businesses conducted by
the Company or its subsidiaries is not within such definition).
	 
	 	(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 






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	 	 	 	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 in indirect solicitation by the Executive other
than customary forms of general solicitation such as newspaper advertisements or
internet postings.
	 
	 	(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 hereunder 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 By Executive For Good Reason. Within thirty (30) calendar
days of the occurrence of a Good Reason during the Term, Executive may terminate this
Agreement (and his/her employment hereunder) by providing thirty (30) calendar days
advance written notice of termination and provided that the condition remains 






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	 	 	 	uncured
by the end of such thirty-day period. In the event of any such termination, Executive
shall be entitled to (i) his/her Base Compensation through the termination date, (ii)
the Post-Employment Annual Bonus, if any (iii) all accrued benefits to the date of
termination (and to the extent required by law), (iv) the Severance Payment, (v) the
Longevity Payment, (vi) the costs of continuing health and life insurance coverage for
six (6) months following termination of employment, (vii) Accelerated Vesting upon
termination and (viii) the continuation of existing benefits under Section 4 for a
period of six (6) months following termination of employment.






	 	(c)	 	Termination At-Will By Company. Subject to the provisions of (f)
below, the Company may terminate this Agreement (and Executive’s employment hereunder)
at any time and for any reason provided that, if the termination occurs during the Term
and is other than for Cause, Executive shall be entitled to (i) his/her Base
Compensation through the termination date (ii) the Post-Employment Annual Bonus, if
any, (iii) all accrued benefits to the date of termination (and to the extent required
by law), (iv) the Severance Payment, (v) the Longevity Payment, (vi) the costs of
continuing health and life insurance coverage for a period of six (6) months following
termination of employment, (vii) Accelerated Vesting upon termination and (viii) the
continuation of existing benefits under Section 4 for a period of six (6) months
following the termination of employment. This provision shall not apply if Executive
is terminated by reason of death or Disability (as such term is defined in the
Company’s award agreements pursuant to the 2006 Long-Term Incentive Plan).
	 
	 	(d)	 	Termination At-Will By Executive. The Executive may terminate this
Agreement (and Executive’s employment hereunder) at any time and for any reason and
shall be entitled to the Longevity Payment upon any such termination.






	 	(i)	 	In the event that the Executive terminates his/her employment
during the Term other than for a Good Reason and fails to provide at least six
(6) months advance written notice of termination, the Company shall be entitled
to a buy-out payment equal to the sum of (A) fifty percent (50%) of the
Executive’s Base Compensation at the time notice of termination is delivered
less a prorated amount of Base Compensation for services rendered between the
delivery of notice of termination and the end of employment and (B) one hundred
percent (100%) of the applicable Contract Bonus (if any) for the Contract Year
during which notice of termination is delivered less a prorated amount of the
Contract Bonus for services rendered during the Contract Year prior to the end
of employment. The payments described in this Section 10(d)(i) may be offset
by the Longevity Payment and any other sums due from the Company to Executive
and shall represent full liquidated damages in lieu of all other remedies
available at law or in equity for Executive’s breach of the advance notice
provisions of this Section 10(d).
	 
	 	(ii)	 	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






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	 	 	 	herein upon such termination. This provision shall not apply if Executive is
terminated by reason of death or Disability.






	 	(e)	 	Termination Post-Term. In the event that Executive’s employment
terminates after the expiration of the Term of this Agreement for any reason other than
for Cause, death or Disability (a “Post-Term Termination”), Executive shall be entitled
to (i) his Base Compensation through the termination date, (ii) the Post-Employment
Annual Bonus, if any, (iii) all accrued benefits to the date of termination (and to the
extent required by law), (iv) the Severance Payment, (v) the Longevity Payment, (vi)
Accelerated Vesting, (vii) the costs of continuing health and life insurance coverage
for a period of six (6) months following termination of employment and (viii) the
continuation of existing benefits under Section 4 for a period of six (6) months
following termination of employment. If the Post-Term Termination is by the Executive,
the Executive shall be entitled to the Severance Payment and Accelerated Vesting only
if the Executive provides the Company with at least thirty (30) calendar days advance
written notice of termination.
	 
	 	(f)	 	Accelerated Termination After Notice. Nothing herein shall limit the
Company’s right to terminate this Agreement or Executive’s employment after the Company
receives notice of termination from Executive. However, if the Company receives notice
of termination from Executive and then terminates Executive’s employment for any reason
other than for Cause, Executive’s employment shall terminate on (and post-employment
provisions of Sections 7, 8(b), 8(c) and 9 shall be effective from) the date
established by the Company but Executive shall be entitled to such compensation,
bonuses, vesting and other benefits as if the termination had been effective on the
earlier of (i) the termination date specified in Executive’s notice of termination or
(ii) six (6) months following the Executive’s notice of termination.
	 
	 	(g)	 	Separation Release. The Post-Employment Annual Bonus payments,
Severance Payments, Longevity Payments, health and life insurance cost reimbursements
and Accelerated Vesting benefits that Executive would otherwise be entitled to under
Sections 10(b), 10(c), 10(d) and 10(e) 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/she is bound. If
Executive fails to execute the Separation Release on or prior to the Release Expiration
Date or timely revokes Executive’s 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.
	 
	 	(h)	 	Definitions. The following terms shall have the following meanings as
used in this Section 10:






	 	(i)	 	“Accelerated Vesting” means the immediate vesting of all
unvested equity awards granted under the Plan after the Effective Date but only
to the extent that the award would have vested if employment had continued
during the six (6) month period following termination of employment.






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	 	(ii)	 	“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/her duties in any material respect on substantially a full-time basis or to
act in accordance with any specific and lawful instruction of the Executive’s
supervisor provided that Executive has been given
written notice of such conduct and such conduct is not cured within thirty
(30) calendar days thereafter.
	 
	 	(iii)	 	“Good Reason” means (A) the Company materially breaches this
Agreement, (B) the Company requires Executive to be based at an office or
location that is more than one hundred (100) miles from the Executive’s
then-current base location, other than in connection with reasonable travel
requirements of Company’s business, (C) the Company materially reduces the
scope of the Executive’s duties under Section 2, (D) the Company reduces the
Executive’s Base Compensation under Section 3, (E) the Company makes a
voluntary assignment for the benefit of its creditors, any proceeding is
commenced under Chapter 7 (or a proceeding for a liquidation is commenced under
Chapter 11) of the federal bankruptcy law by or against the Company or a
receiver is appointed (in any proceeding to which the Company is a party) with
authority to take possession or control of assets of or the business conducted
by the Company, and such bankruptcy proceeding or receiver is not discharged
within a period of sixty (60) days after the filing of the bankruptcy
proceeding or appointment of the receiver, as applicable or (F) a majority of
the Company’s issued and outstanding voting stock ceases to be controlled by
Delek Group, Ltd. or an entity that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
Delek Group, Ltd.
	 
	 	(iv)	 	“Longevity Payment” shall mean an amount equal to fifteen
thousand dollars ($15,000) for each anniversary of the Executive’s commencement
of employment with the Company on November 1, 2004 up to a maximum of 100% of
Executive’s Base Compensation as in effect immediately before any notice of
termination or as in effect immediately before any material reduction in the
Executive’s Base Compensation.
	 
	 	(v)	 	“Post-Employment Annual Bonus” shall mean the Annual Bonus to
which Executive would have otherwise been entitled if Executive’s employment
had continued through the end of the bonus year, prorated for the period of
actual employment during the bonus year, and paid upon the payment of the
Annual Bonus for all other employees.
	 
	 	(vi)	 	“Release Expiration Date” shall mean the date of the expiration
of any and all waiting and revocation periods in the Separation Release.
	 
	 	(vii)	 	“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 






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	 	 	 	employment and that contains appropriate anti-disparagement and
continuing confidentiality covenants.






	 	(viii)	 	“Severance Payment” shall mean an amount equal to fifty percent (50%) 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) calendar 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. The
provisions of Section 10(e) shall survive the expiration of this Agreement.
	 
	12.	 	Mediation / Arbitration.






	 	(a)	 	Any dispute concerning a legally cognizable claim arising out of this Agreement
or in connection with the employment of Executive by Company, including, without
limitation, claims of breach of contract, fraud, unlawful termination, discrimination,
harassment, retaliation, defamation, tortious infliction of emotional distress, unfair
competition, arbitrability and conversion (a “Legal Dispute”) shall be resolved
according to the following protocol:






	 	(i)	 	The parties shall first submit the Legal Dispute to mediation
under the auspices of the American Arbitration Association (“AAA”) and pursuant
to the mediation rules and procedures promulgated by the AAA. The Company
shall pay the expenses associated with the mediation.
	 
	 	(ii)	 	In the event mediation is unsuccessful in fully resolving the
Legal Dispute, binding arbitration shall be the method of final resolution.
The parties expressly waive their rights to bring action against one another in
a court of law except as expressly provided herein. In addition to remedies at
law, the parties acknowledge that failure to comply with this provision shall
entitle the non-breaching party to injunctive relief to enjoin the actions of
the breaching party. Any Legal Dispute submitted to Arbitration shall be under
the auspices of the AAA and pursuant to the “National Rules for the Resolution
of Employment Disputes,” or any similar identified rules promulgated at such
time the Legal Dispute is submitted for resolution. All mediation and
arbitration hearings shall take place in Nashville, Tennessee. The Company
shall pay the filing expenses associated with the arbitration. All other
expenses and fees
associated with the arbitration shall be determined in accordance with the
AAA rules.






	 	(b)	 	Notice of submission of any Legal Dispute to mediation shall be provided no
later than one (1) year following the date the submitting party became aware, or should
have become aware of, the conduct constituting the alleged claims. Failure to do so
shall result in the irrevocable waiver of the claim made in the Legal Dispute.






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	 	(c)	 	Notwithstanding that mediation and arbitration are established as the exclusive
procedures for resolution of any Legal Dispute, (i) either party may apply to an
appropriate judicial or administrative forum for injunctive relief and (ii) claims by
Company arising in connection with Sections 7, 8 and 9 may be brought in any court of
competent jurisdiction.
	 
	 	(d)	 	Each party (i) acknowledges that a remedy at law for any breach or attempted
breach of Sections 7, 8 and 9 of this Agreement will be inadequate, (ii) agrees that
Company will be entitled to specific performance and injunctive and other equitable
relief in case of any breach or attempted breach and (iii) agrees not to use as a
defense that any party has an adequate remedy at law. This Agreement shall be
enforceable in a court of equity, or other tribunal with jurisdiction, by a decree of
specific performance, and appropriate injunctive relief may be applied for and granted
in connection herewith. Such remedy shall not be exclusive and shall be in addition to
any other remedies now or hereafter existing at law or in equity, by statute or
otherwise. No delay or omission in exercising any right or remedy set forth in this
Agreement shall operate as a waiver thereof or of any other right or remedy and no
single or partial exercise thereof shall preclude any other or further exercise thereof
or the exercise of any other right or remedy.






	13.	 	Assignment. This Agreement shall not be assignable by either party without the
written consent of the other party except that Company may assign this Agreement to a
subsidiary or affiliate of the Company. Any failure by Company to assign this Agreement to an
unaffiliated third party successor upon the Company’s sale or transfer of all or substantially
all of its business will be considered the termination of Executive’s employment at-will by
the Company effective upon the earlier of the Company’s notice to Executive that this
Agreement will not be assigned to the successor or the closing of the applicable transaction
without any assignment to the successor. Any failure by Executive to consent to the
assignment of this Agreement to such unaffiliated third party successor will be considered the
termination of Executive’s employment for a Good Reason effective upon the earlier of the
Executive’s notice to the Company that he/she will not consent to the assignment of this
Agreement or the closing of the applicable transaction without any assignment to the
successor.
	 
	14.	 	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.
	 
	15.	 	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.
	 
	16.	 	Prior Agreements / Amendments. This Agreement revokes and supersedes all prior
agreements pertaining to the subject matter herein, whether written and oral, including,
without limitation, the letter agreement dated September 1, 2004, and represents the entire






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	 	 	agreement between the parties in relation to the employment of the Executive by the Company.
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.






	17.	 	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 other 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
(3rd) business day following the date postmarked.
	 
	18.	 	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.
	 
	19.	 	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






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	 	 	 	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.




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




	 	 	 	 	 	 	 
	COMPANY:

	 	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	DELEK US HOLDINGS, INC.

	 	 	 	/s/ Assaf Ginzburg	 	 
	 

	 	 	 	 

ASSAF GINZBURG
	 	 
	/s/ Lynwood E. Gregory

	 	 	 	Date: 5/7/2009	 	 
	 

By: Lynwood E. Gregory

	 	 	 	 	 	 
	Title: Senior Vice President
	 	 	 	 	 	 
	Date: 5/7/2009
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Gregory A. Intemann
	 	 	 	 	 	 
	 

By: Gregory A. Intemann

	 	 	 	 	 	 
	Title: Vice President / Treasurer
	 	 	 	 	 	 
	Date: 5/7/2009
	 	 	 	 	 	 






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