Summary of Compensation for Non-Employee Directors of Western Refining

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Summary

This document outlines the compensation plan for non-employee directors of Western Refining. New directors receive restricted stock valued at $40,000 upon joining. All non-employee directors receive an annual cash retainer of $40,000, with an additional $5,000 for each committee chairperson, paid quarterly. Directors also receive an annual restricted stock grant worth $40,000 and are paid $1,500 for each board or committee meeting attended. All reasonable expenses related to board service are reimbursed.

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EX-10.19 22 d28052a1exv10w19.htm SUMMARY OF COMPENSATION FOR NON-EMPLOYEE DIRECTORS exv10w19  

EXHIBIT 10.19
Summary of Compensation for Non-Employee Directors
     The following sets forth the compensation for each of our non-employee directors:
     
New Director Restricted Stock Grant
  Shares of restricted stock under the Western Refining Long-Term Incentive Plan in an amount equal to $40,000 (computed based on the closing price of the Company’s common stock on the date of grant); granted upon first being either elected by the stockholders or appointed by the board of directors, as applicable
 
    
Annual Cash Retainer
  $40,000 for each director and $5,000 for each committee chairperson; payable in four installments at the end of each quarter in which the director serves as a director or committee chairperson, as applicable
 
    
Annual Restricted Stock Grant
  Shares of restricted stock under the Western Refining Long-Term Incentive Plan in an amount equal to $40,000 (computed based on the closing price of the Company’s common stock on the date of grant); granted on the date of the Company’s annual stockholders meeting
 
    
Board Meetings
  $1,500 per meeting attended, either in person or by teleconference
 
    
Committee Meetings
  $1,500 per meeting attended, either in person or by teleconference
 
    
Expenses
  Reimbursement of all reasonable expenses incurred in connection with attending board of directors and committee meetings and service on the board of directors