Consulting Agreement - Delek Refining Ltd., Zvi Greenfeld and Greenfeld-Energy Consulting Ltd.
AMENDED & RESTATED CONSULTING AGREEMENT
This Amended and Restated Consulting Agreement (the "Agreement") is
made and entered into as of April 11, 2006, by and between ZVI GREENFELD and
GREENFELD-ENERGY CONSULTING, LTD. ("Consultant"), 10 Rabenu-Tam St., Tel- Aviv,
Israel 63294, and DELEK REFINING, LTD. ("Delek"), 830 Crescent Centre Drive,
Suite 300, Franklin, TN 37067.
Whereas, the parties entered into the Consulting Agreement dated May 1,
2005 (the "Original Agreement"); and
Whereas, the parties now wish to amend and restate the Original
Agreement by way of this Agreement; and
Whereas, this Agreement is intended to entirely supplant the terms of
the Original Agreement; and
Whereas, Delek has carefully considered the advisability of obtaining
assistance and guidance in the furtherance of its refining operations; Delek has
made independent inquiry concerning Consultant's ability and reputation; and
Delek has determined that Consultant's services would be of great value in
furtherance of Delek's interests.
Now, therefore, in consideration of the mutual promises and covenants
contained herein and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Term. The term of this Agreement shall begin on May 1, 2005, and may
be terminated by either party upon six (6) months advance notice to the other
party.
2. Scope of Engagement. Delek engages Consultant to advise Delek in any
and all areas of the refining industry, and Consultant accepts such engagement.
Consultants services shall include, without limitation, assisting management in
determining the capital budget of the Tyler refinery, evaluating the progress of
capital projects, assisting management in selecting the most cost effective
types and grades of crude oil, and evaluating the feasibility of increasing the
refinery's production and profitability. This Agreement shall not be construed
to create a partnership, joint venture or employee relationship between
Consultant and Delek. It is specifically understood that Consultant is acting
hereunder as an independent contractor. Consultant does and may have and
maintain other interests of any kind, either of Consultant's own or in
activities or enterprises of others, and Consultant shall have the right to
render services to others, including without limitation, the same or similar
services as to those to be rendered to Delek hereunder. Neither party, nor such
party's directors, officers, employees or agents, shall bind or make any
commitment on behalf of the other party.
3. Compensation. Delek shall provide Consultant with the following as
compensation for services rendered hereunder:
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(a) Delek shall pay Consultant seven thousand one hundred and
fifty United States dollars (US$7,150.00) per month beginning May 1, 2005, and
shall increase the compensation to seven thousand six hundred seventy United
States dollars (US$7,670.00) per month beginning September 1, 2005;
(b) Delek shall reimburse Consultant for all reasonable
out-of-pocket expenses (including, without limitation, travel expenses) incurred
by Consultant on Delek's behalf or in connection with the performance of
Consultant's services hereunder; and
(c) Provided that Delek's indirect parent company, Delek US
Holdings, Inc. ("Delek US"), completes an initial public offering of shares of
its common stock (the "IPO") during the term of this Agreement, Delek shall
cause Delek US to grant Zvi Greenfeld options, under and subject to Delek
U.S.'s 2006 Long Term Incentive Plan, to purchase one hundred and thirty
thousand (130,000) shares of Delek US common stock (which number of shares
gives effect to the contemplated stock split of the common stock of Delek US)
containing the following terms: (i) the grant shall be made effective upon the
completion of the IPO, (ii) all stock options shall be unvested at the time of
the grant, but shall vest as to twenty-six thousand (26,000) of the shares on
each of the first five (5) anniversary dates of completion of the IPO (provided
that this Agreement is in effect or the Consultant or Zvi Greenfeld continues
to provide services without interruption to Delek that are substantially
similar to those described herein, as the same may be amended with the consent
of the parties); (iii) the exercise price for all shares purchased pursuant to
the foregoing stock options shall be equal to the price per share of common
stock of Delek US sold to the public in the IPO; (iv) all unvested stock
options shall be immediately forfeited in the event that, prior to any vesting
date, the Agreement terminates or Consultant or Zvi Greenfeld ceases to provide
services without interruption to Delek that are substantially similar to those
described herein, as the same may be amended with the consent of the parties;
(v) the options shall have a term of ten (10) years; and (vi) all vested but
unexercised stock options must be exercised within one hundred eighty (180)
days from the date of termination of services hereunder but in no event after
expiration of the ten (10) year term.
4. Key Person. It is understood and agreed that the services of Zvi
Greenfeld are essential to this Agreement, and that the services of Consultant
described herein shall at all times be provided through Mr. Greenfeld
personally. In the event that any change in business form, management, ownership
or organization of Consultant or any other occurrence materially frustrates this
intent, Delek may immediately terminate the term of this Agreement by written
notice to Consultant. The parties agree that Mr. Greenfeld is an employee of
Consultant and will not be classified or treated as an employee of Delek for any
purpose.
5. Amendment. No amendment of the terms of this Agreement shall be
valid unless made in writing and signed by all the parties hereto.
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6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together,
shall constitute one instrument.
If the foregoing sets forth your understanding, please indicate your
acceptance by signing in the space provided below.
GREENFELD-ENERGY DELEK REFINING, LTD. by its General
CONSULTING, LTD. Partner, Delek U.S. Refining GP, LLC:
/s/ Zvi Greenfeld
------------------------------------- /s/ Tony McLarty
By: Zvi Greenfeld -------------------------------------
Title: By: Tony McLarty
Title: VP of Human Resources
/s/ Zvi Greenfeld
------------------------------------- /s/ Frederec Green
ZVI GREENFELD, Individually -------------------------------------
By: Frederec Green
Title: VP of Refining and COO