EXECUTIVE EMPLOYMENT
AGREEMENT
This Agreement is
entered into between Shai Even (“Executive”) and
ALON USA, GP, LLC (“Employer” or “Company”)
on August 1, 2003, who, in return for the mutual promises set
forth herein, agree as follows:
1.
Position/Term . (a) The term of the Executive’s
employment hereunder shall commence upon the date that the
employment process, including obtaining a visa allowing entry and
employment in the United States is completed (the
“Commencement Date”); provided that, except for
purposes of Sections 2, 3, 4 and 10 hereof, Executive shall be
deemed to have commenced employment as of August 1,
2003.
(b) Throughout
the term of this Agreement, Employer shall employ Executive and
Executive shall render services to Employer in the capacity and
with the title of Treasurer , or such other title as may be
established by Employer from time to time. Executive shall devote
his full time and best effort to the successful functioning of the
business of Employer and shall faithfully and industriously perform
all duties pertaining to his 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 Employer in respect of the work to be done.
(c) Executive’s
employment hereunder shall be for an initial term beginning on the
Commencement Date and ending on August 1, 2006. Thereafter,
the term shall renew automatically each year for a term of one
year, unless either party provides the other with written notice at
least 30 days prior to the expiration of the term.
2.
Compensation . (a) From and after the Commencement
Date, Executive’s salary (“Base Compensation”)
shall be $135,000 per year, payable bi-weekly (unless the
payroll practice of the Company changes to monthly or semi-monthly)
in arrears and subject to change only with the mutual written
consent of Employer and Executive. It is the intent of the Company
to develop guidelines for annual merit increases for salaries of
all salaried employees/Executive, including Executive.
(b) From
and after the Commencement Date, Executive shall be entitled to
participate in the Alon USA Annual Cash Bonus Plan containing the
terms and conditions set forth in Exhibit A attached hereto
and incorporated herein which will be subject to modification from
time to time as set forth therein. For purposes of determining the
Executive’s Target Bonus Amount under such plan, the
Executive shall participate up to an amount equal to fifty percent
(50%) of base compensation.
3. Fringe
Benefits; Reimbursement of Expenses . Employer shall make
available, or cause to be made available to Executive, throughout
the period of his employment hereunder, such benefits, including
any disability, hospitalization, medical benefits, life insurance,
or other benefits or policy, directors and officers insurance, as
may be put into effect from time to time by Employer generally for
other Executive members at the level of Executive. The Company
expressly reserves the right to modify such benefits at any time,
subject to the provisions of paragraph 10(b) hereof.
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Employer will pay
for Executive’s primary living expenses including apartment
rent or monthly housing costs, utilities, cable and telephone
according to the terms of Company’s Ex-Patriate Policy.
Employer will also provide Executive with a leased automobile
including fuel and maintenance. Housing and automobile costs deemed
personal (not business) use will be taxable to Executive according
to Internal Revenue Service regulations. Any such amount deemed
taxable will be grossed up and reimbursed at his marginal tax
rate.
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
4.
Vacation . Executive will be granted 15 days of
vacation per year. Employer will pay for 2 roundtrip tickets per
year for Executive and his spouse’s personal trips to Israel.
Personal trips taken during normal business hours will count
against Executive’s allotted vacation days. Unless otherwise
agreed, vacation may not be carried over into a new calendar year.
Vacation time shall be taken only after providing reasonable notice
to the person to whom the Executive reports.
5.
Compliance With Employer Policies . Executive shall comply
with and abide by all employment policies and directives of
Employer. Employer 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 Employer’s employment policies and directives,
the terms of this Agreement will be controlling.
6.
Restrictive Covenant. ( a) In consideration of the
confidential information of Employer provided to Executive and the
other benefits provided to Executive pursuant to this Agreement,
Executive agrees that during the term of Executive’s
employment with Employer and for a period of one year following any
termination of Executive’s employment, if the Executive
terminates employment during the first two years of
Executive’s employment, or nine months, if the Executive
terminates employment after the first two years of employment and
before the completion of five years of employment (the
“Non-Compete Period”), Executive will not, without the
prior written consent of Employer, directly or indirectly, either
as an individual or as an employee, officer, director, shareholder,
partner, sole proprietor, independent contractor, consultant or in
any other capacity conduct any business, or assist any person in
conducting any business, that is in competition with the business
of Employer or its Affiliates (as defined below).
(b) In
addition to any other covenants or agreements to which Executive
may be subject, during the Non-Compete Period, Executive will not,
directly or indirectly, either as an individual or as an employee,
officer, director, shareholder, partner, sole proprietor,
independent contractor, consultant or in any other capacity
whatsoever approach or solicit any customer or vendor of Employer
for the purpose of causing, directly or indirectly, any such
customer or vendor to cease doing business with Employer or its
Affiliates.
For the purposes
of this Agreement, the “business of Employer or its
Affiliates” means the business of convenience stores or
retail fuel marketing in the Territory. The term
“Affiliates” means all subsidiaries of Employer and
each person or entity that controls, is controlled by, or is under
common control with Employer. The “Territory” means the
states of Texas, New Mexico, Arizona,
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Arkansas,
Louisiana and Oklahoma. It is understood and agreed that the scope
of each of the covenants contained in this Section 6 is
reasonable as to time, area, and persons and is necessary to
protect the legitimate business interest of Employer. 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. The terms of this Section 6 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 the New York Stock Exchange, the American Stock Exchange,
or the National Market System of the National Association of
Securities Dealers Automated Quotation System. The provisions of
this Section 6 will survive any termination or expiration of
this Agreement.
7.
Confidentiality . (a) 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
Employer’s business, financial, legal, marketing,
administrative, personnel, technical or other functions or which
constitute trade secrets (including, but not limited to,
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
Executive information and technical systems, programs and
practices; customers and users and their needs, sales history; and
financial strength), and such information of third parties which
has been provided to Employer in confidence (“Confidential
Information”). All such information is deemed
“conf
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