Amendment No. 2 to Employment Agreement between Western Refining GP, LLC and Paul L. Foster

Summary

This amendment, effective December 31, 2008, updates the employment agreement between Western Refining GP, LLC and Paul L. Foster. It clarifies that for any compensation or award subject to IRS Code Section 409A, a "Change in Control" will only be recognized if it meets the definition under Section 409A regulations. All other terms of the original agreement remain unchanged.

EX-10.1.2 2 d66460exv10w1w2.htm EX-10.1.2 exv10w1w2

EXHIBIT 10.1.2

WESTERN REFINING, INC.

AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT

This Amendment No. 1 to Employment Agreement (the “Amendment”) is effective December 31, 2008 (the “Effective Date”) by and between Western Refining GP, LLC (“Western”) and Paul L. Foster (“Executive”) and confirms the following Amendment No. 1 to Employment Agreement:

The following paragraph shall be added to the end of the “Change in Control” definition set forth under Section 1.1:

Notwithstanding any other provision set forth in the Agreement, for purposes of any amount or award that is subject to Code Section 409A, a “Change in Control” as defined above will not be treated as a change in control unless it also is a change in control as defined in the regulations issued under Code Section 409A.

Except as expressly modified by this Amendment, the terms and conditions of the Agreement remain in full force and effect.


		WESTERN REFINING GP, LLC

		By:		/s/ Lowry Barfield
		Name:		Lowry Barfield
		Title:		Senior Vice President — Legal,
				General Counsel and Secretary

		EXECUTIVE

		By:		/s/ Paul L. Foster
		Name:		Paul L. Foster
		Title:		Chief Executive Officer