What changed in this filing

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Item 5. Other Information

2020-11-09 compared with 2020-08-07 · 30 added, 58 removed, 20 unchanged (81% of the section changed)

OTHER INFORMATION

Dividend Declaration

On August 3, 2020 , our Board of Directors voted to declare a quarterly cash dividend of $0.31 per share of our common stock, payable on September 3, 2020 to shareholders of record on August 19, 2020 .

Executive Employment Agreement

On August 1, 2020, the Company entered into an executive employment agreement with Reuven Spiegel (the "Employment Agreement").

The Employment Agreement amends and replaces the offer letter the Company entered into with Mr.

Spiegel in April 2020 in connection with his appointment as Chief Financial Officer.

The Employment Agreement has a term expiring December 31, 2023, and provides for the following:

an annual base salary of $500,000;

the $500,000 cash bonus opportunity set forth in Mr.

Spiegel’s offer letter, payable in April 2021;

beginning in 2021, an annual bonus opportunity with a target amount of 75% of base salary and a maximum payout opportunity of 200% of the target amount;

and, beginning in 2021, annual grants under the Company’s 2016 Long-Term Incentive Plan in an amount of $800,000 per year split evenly between time-vesting restricted stock units (“RSUs”) and performance-based RSUs.

In the event Mr.

Spiegel is terminated without cause (as defined in the Employment Agreement) or terminates his employment with good reason (as defined in the Employment Agreement), Mr.

Spiegel would be entitled to (i) an amount equal to the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr.

Spiegel would have otherwise been entitled to if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards as follows:

(A) for unvested performance awards, on a prorated basis through the termination of employment based on actual results evaluated after the close of the applicable performance period and payable in a lump sum at the same time as performance awards are paid to executives of the Company generally and (B) for full value equity awards (e.g., restricted stock, restricted stock units and phantom units) and appreciation equity awards (e.g., non-qualified stock options and stock appreciation rights), only to the extent that such awards would have vested if Mr.

Spiegel’s employment had continued during a period equal to the lesser of six months following termination of employment or the balance of the term of the Employment Agreement.

Spiegel terminates his employment for any reason, other than with good reason or upon his death or disability, and provides at least three months’ advance written notice of termination, Mr.

Spiegel would be entitled to an amount equal to 50% of his annual base salary at the time notice is delivered, plus the costs of continuing family health insurance coverage for 12 months following the termination of his employment.

If, within two years of a change in control of the Company (as defined in the Employment Agreement), Mr.

Spiegel’s employment is terminated by the Company without cause or he terminates his employment for good reason, Mr.

Spiegel would be entitled to receive (i) an amount equal to two times the sum of his then-current base salary and target annual bonus as in effect immediately before any notice of termination, (ii) the costs of continuing family health insurance coverage for 12 months following termination of employment, (iii) any annual bonus Mr.

Spiegel would have otherwise been entitled if his employment had continued through the end of the bonus year based upon the actual performance of the Company, prorated for the period of actual employment during the bonus year, and paid upon the payment of the annual bonuses to senior executives of the Company pursuant to the Company’s annual bonus programs, and (iv) the immediate vesting of all unvested equity awards.

In addition to the foregoing, Mr.

Spiegel would receive an additional $500,000 cash bonus if the change in control occurs before March 10, 2021.

All payments to be made by the Company upon termination as described above are subject to Mr.

Spiegel executing a release of claims in favor of the Company.

In addition to benefits available to the Company’s senior executive officers generally, the Employment Agreement also provides reimbursement for the reasonable costs of professional preparation of his personal income tax returns, not to exceed $25,000 in any calendar year.

The Employment Agreement includes a noncompetition clause which provides that Mr.

Spiegel will not compete with the Company, directly or indirectly, in the territory (as defined in the Employment Agreement) during the term of the Employment Agreement and for one year thereafter.

The Employment Agreement also includes non-solicitation provisions with respect to the customers and employees of the Company during the term of the Employment Agreement and for one year thereafter.

The above description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement itself, a copy of which is filed with this report as Exhibit 10.5 and is incorporated herein in its entirety by reference.

Amended and Restated Bylaws of Delek US Holdings, Inc.

(incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).

Second Amendment to the Delek US Holdings, Inc.

2016 Long-Term Incentive Plan, effective as of May 5, 2020 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).

Amended and Restated Executive Employment Agreement, dated as of May 8, 2020, by and between Delek US Holdings, Inc.

and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed on May 8, 2020).

Amended and Restated Executive Employment Agreement, dated April 6, 2020, between Delek US Holdings, Inc.

and Avigal Soreq (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 9, 2020).

Offer Letter, dated April 6, 2020, between Delek US Holdings, Inc.

and Reuven Spiegel (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on April 9, 2020).

Consulting Agreement and Separation Payment

On November 6, 2020, the Company entered into a Consulting Agreement with an effective date of November 3, 2020, (the “Consulting Agreement”) with Frederec Green, the Company’s former Executive Vice President of Corporate Development, following the expiration of his employment agreement on October 31, 2020.

Under the Consulting Agreement, Mr.

Green will serve as a consultant to the Company until April 30, 2021, unless earlier terminated.

The Company will pay Mr.

Green $40,000 per quarter during the term of the Consulting Agreement for his services, which will focus on marketing and business development and other related services.

Either the Company or Mr.

Green may terminate the Consulting Agreement.

The Company will also make a one-time payment of $750,000 to Mr.

Green in exchange for a release of claims against the Company.

Green’s transition to the consulting arrangement is not the result of any disagreement between Mr.

Green and the Company.

Chief Executive Officer Salary Waiver

On November 6, 2020, our President and Chief Executive Officer, Ezra Uzi Yemin agreed to waive 33% of his Base Compensation (as such term is defined in that certain Amended and Restated Executive Employment Agreement dated May 8, 2020, by and between Mr.

Yemin and the Company (the “Employment Agreement”)) for a period beginning November 3, 2020 until such time as Mr.

Yemin determines, in his sole discretion, to revoke such waiver.

Yemin’s waiver will not affect any of Mr.

Yemin’s other rights under the Employment Agreement.

If the reduction impacts Mr.

Yemin’s participation in, or the level of benefits provided under, any welfare benefit plan provided by the Company, the Company has agreed to provide an equivalent benefit to Mr.

Yemin at no additional cost to him.

Exchange Agreement, dated as of August 13, 2020, among Delek Logistics Partners, LP, Delek Logistics GP, LLC, and Delek US Holdings, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on August 14, 2020).

Letter Agreement, dated as of August 13, 2020, between Delek Logistics GP, LLC and Ezra Uzi Yemin (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on August 14, 2020).

Letter Agreement, dated as of August 13, 2020, between Delek Logistics GP, LLC and Frederec Green (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on August 14, 2020).

Executive Employment Agreement, dated August 1, 2020, by and between Delek US Holdings, Inc.

and Reuven Spiegel.

Transportation Services Agreement, dated May 15, 2020 and effective as of May 1, 2020, between Delek Refining, Ltd., Lion Oil Company and DKL Transportation, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 18, 2020).

Third Amendment and Restatement of Schedules to Third Amended and Restated Omnibus Agreement, dated and effective as of May 15, 2020 (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on May 18, 2020).

Third Incremental Amendment to Term Loan Credit Agreement, dated as of May 19, 2020, among Delek US Holdings, Inc., as borrower, the guarantors party thereto, the lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 21, 2020).

Third Amended and Restated Supply and Offtake Agreement, dated as of April 7, 2020, between J.

Aron & Company LLC and Alon Refining Krotz Springs, Inc.

Third Amended and Restated Supply and Offtake Agreement, dated as of April 7, 2020, among J.

Aron & Company LLC, Lion Oil Company and Lion Oil Trading & Transportation, LLC.

Third Amended and Restated Supply and Offtake Agreement, dated as of April 7, 2020, between J.

Aron & Company LLC and Alon USA, LP.

and Reuven Spiegel (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q filed on August 7, 2020).

# Certification of the Company’s Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended.

4 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and six months ended June 30, 2020 and 2019 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2020 and 2019 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and six months ended June 30, 2020 and 2019 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020 and 2019 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, has been formatted in Inline XBRL.

101 The following materials from Delek US Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019 (Unaudited), (ii) Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2020 and 2019 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2020 and 2019 (Unaudited), (iv) Condensed Consolidated Statements of Changes in Stockholders' Equity for the three and nine months ended September 30, 2020 and 2019 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).

104 The cover page from Delek US Holdings, Inc.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, has been formatted in Inline XBRL.

# Filed herewith

## Furnished herewith

Certain information contained in these exhibits has been omitted because it is not material and would likely cause competitive harm to the Company if publicly disclosed.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

8 unchanged sentences

(Principal Financial and Accounting Officer)

August 6, 2020

November 6, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information