Delek US Holdings, Inc. 10-Q

ITEM 5. OTHER INFORMATION 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. Mr. 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. Mr. 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. 83 | Exhibits ITEM 6. EXHIBITS Exhibit No. Description 10.1 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). 10.2 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). 10.3 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). 10.4 Executive Employment Agreement, dated August 1, 2020, by and between Delek US Holdings, Inc. and Reuven Spiegel (incorporated by reference to Exhibit 10.5 of the Company’s Form 10-Q filed on August 7, 2020). 31.1 # 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. 31.2 # Certification of the Company’s Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) under the Securities Exchange Act of 1934, as amended. 32.1 ## Certification of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 ## Certification of the Company’s Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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 84 | SIGNATURES 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. Delek US Holdings, Inc. By: /s/ Ezra Uzi Yemin Ezra Uzi Yemin Director (Chairman), President and Chief Executive Officer (Principal Executive Officer) By: /s/ Reuven Spiegel Reuven Spiegel Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) Dated: November 6, 2020 85 |