Form of First Amendment to the Restricted Stock Unit Agreement

Exhibit 10.1

 

 

WHEREAS, on April 7, 2006 (the “Grant Date”), Frontier Oil Corporation (the “Company”) granted to the undersigned   Restricted Stock Units (“RSUs”) pursuant to the terms of Section 6(e) of the Amended and Restated Frontier Oil Corporation 1999 Stock Plan (the “Plan”) and the grant agreement with the undersigned dated April 7, 2006 (the “Award”);

 

WHEREAS, pursuant to section 7(iii) of the Plan, the Committee is authorized to make adjustments to the terms and conditions of any Award upon the occurrence of certain unusual or nonrecurring events and pursuant to section 7(ii) of the Plan, the Committee may amend any Award; provided, however, that such amendment shall not reduce the benefit to the Participant without the consent of the Participant; and

 

WHEREAS, in connection with the stock dividend with respect to the Common Stock of the Company that occurred on June 26, 2006, the Committee has determined that it is necessary or advisable to amend the Award to clarify the Company’s intent with respect to stock dividends;

 

NOW, THEREFORE, the Award is hereby amended as follows:

 

 

“As of each date that stock dividends are paid with respect to Common Stock, to the extent that Grantee has any outstanding RSUs credit to his RSU Account, Grantee shall have additional RSUs credited to his RSU Account equal to the number of shares distributed per share of Common Stock, multiplied by the number of RSUs credit to Grantee’s RSU Account as of the payment date of such dividend.”

 

 

Executed this 31st of July, 2006.

 

“COMPANY”

 

FRONTIER OIL CORPORATION

 

 

By: _____________________________

 

Printed Name: _____________________________

 

Title: _____________________________

 

Accepted and agreed to on this ____ day of ____________, 2006.

 

“GRANTEE”

 

 

By: _____________________________

 

Printed Name: _____________________________