CHANGE IN CONTROL AGREEMENT

Holly Corporation Employee

Form of Change in Control Agreement

EXHIBIT 10.2

CHANGE IN CONTROL AGREEMENT

     This CHANGE IN CONTROL AGREEMENT (the “ Agreement ”) is entered into effective as of ______, 200__ (the “ Effective Date ”), by and between HOLLY CORPORATION, a Delaware corporation (the “ Company ”) and ____________ (the “ Employee ”).

WITNESSETH:

      WHEREAS , the Employee is currently employed as the ____________ of the Company and is an integral part of its management;

      WHEREAS , the Company considers it essential to the best interests of its shareholders to foster the continuous employment of key management personnel such as Employee;

      WHEREAS , the Company recognizes that the possibility of a change in control of the Company will cause uncertainty and distract the Employee from his assigned duties to the detriment of the Company and its shareholders; and

      WHEREAS , the Board of Directors of the Company (the “ Board ”) has determined that appropriate steps should be taken to reinforce and encourage the Employee’s continued attention and dedication to the Employee’s assigned duties in the event of a change in control of the Company.

      NOW, THEREFORE , in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the Employee and the Company hereby agree as follows:

Section 1: Definitions

     The following terms shall have the meanings set forth below whenever used herein:

     (a) “ Affiliate ” shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person.

     (b) “ Base Salary ” shall mean the amount Employee was entitled to receive as salary on an annualized basis immediately prior to termination of Employee’s employment (or, if greater, immediately prior to a Change in Control), including any amounts deferred pursuant to any deferred compensation program, but excluding all bonus, overtime, welfare benefit premium

reimbursement and incentive compensation, payable by the Company as consideration for the Employee’s services.

     (c) “ Beneficial Owner ” shall mean the beneficial owner of a security as determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

     (d) “ Bonus ” shall mean an amount equal to the average of the annual bonus amount actually paid to the Employee for the previous three (3) years (or if employed for less than 3 years, the average bonus amount actually paid to the Employee for the years employed).

     (e) “ Cause ” shall mean the Employee’s (i) engagement in any act of willful gross negligence or willful misconduct on a matter that is not inconsequential, as reasonably determined by the Board in good faith, or (ii) conviction of a felony. For purposes hereof, no act or failure to act, on the Employee’s part, shall be deemed “willful” if the Employee reasonably believed such acts or omissions were in the best interests of the Company.

     (f) “ Change in Control ” shall mean the occurrence of one of the following:

          (i) Any Person, or more than one Person acting as a group (as defined in Treasury regulation 1.409A-3(g)(5)(v)(B)), other than (1) the Company or any of its Subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation (or other entity) owned, directly or indirectly, by stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing (A) more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities, or (B) more than fifty percent (50%) of the then outstanding common stock of the Company, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 1(f)(iii)(A) below.

          (ii) A majority of the members of the Board are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

          (iii) There is consummated a merger or consolidation of the Company or any direct or indirect Subsidiary of the Company with any other corporation or entity, except if:

               (A) the merger or consolidation results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or

               (B) the merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person becomes the

Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities.

          (iv) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least sixty percent (60%) of the combined voting power of the voting securities of which is owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

     The definition of Change in Control set forth in this Section 1(f) shall, for all purposes, be interpreted in compliance with the Nonqualified Deferred Compensation Rules, and the Board is permitted to use its good faith discretion in determining whether a Change in Control has occurred under this Section 1(f). No transaction is intended to constitute a Change in Control for purposes of the Agreement unless it would also constitute a change in control under the Nonqualified Deferred Compensation Rules.

     (g) “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

     (h) “ Good Reason ” shall mean, without the express written consent of the Employee, the occurrence of any of the following:

               (i) the material reduction in the Employee’s authority, duties or responsibilities from those in effect immediately prior to the Change in Control, or a material reduction in the authority, duties or responsibilities of the supervisor to whom Employee is required to report;

               (ii) a material reduction in the Employee’s base compensation in effect immediately before the Change in Control; or

               (iii) the relocation of the Employee to an office or location more than fifty (50) miles from the location at which the Employee normally performed Employee’s services immediately prior to the occurrence of a Change in Control, except for travel reasonably required in the performance of the Employee’s responsibilities.

     Notwithstanding the foregoing, in the case of the Employee’s allegation of Good Reason: (A) Employee shall provide notice to the Company of the event alleged to constitute Good Reason within ninety (90) days of the occurrence of such event, and (B) the Company shall be given the opportunity to remedy the alleged Good Reason event within thirty (30) days from receipt of notice of such allegation.

     (i) “ Nonqualified Deferred Compensation Rules ” shall mean the limitations and requirements set forth in section 409A of the Code, the regulations promulgated thereunder, and any additional guidance issued by the Internal Revenue Service related thereto.

     (j) “ Person ” shall mean any individual, group, partnership, corporation, association, trust, or other entity or organization.

     (k) “ Protection Period ” shall mean the twenty-four (24) month period beginning on the date of the Change in Control.

     (l) “ Subsidiary ” shall mean, as to any Person, a corporation or other entity of which a majority of the combined voting power of the outstanding voting securities is owned, directly or indirectly, by that Person.

     (m) “ Termination Event ” shall mean the Employee’s Termination of Employment either:

               (i) by the Company or its successor without Cause;

               (ii) by the Company or its successor as a condition to the consummation of (or entry into, provided the transaction is consummated) the Change in Control transaction; or

               (iii) by the Employee for Good Reason.

     (n) “ Termination of Employment ” shall mean a termination of Employee’s employment within the meaning of Treas. Reg. § 1.409A-1(h)(1)(ii).

Section 2: Term of Agreement

     The term of this Agreement (the “ Term ”) shall be for the period which commences on the Effective Date and which terminates on May 15, 20__; provided, however, that the Term of this Agreement will be automatically extended for an additional one (1) year period as of May 15, 20__ and on each May 15 date occurring thereafter, unless the Board cancels further extension of this Agreement by giving notice to the Employee at least sixty (60) days prior to the applicable extension date. Upon a Change in Control during the Term, the Term will be extended (or reduced, as the case may be) through the end of the Protection Period, immediately following which time this Agreement will terminate. If, prior to a Change in Control, the Employee ceases for any reason to be an employee of the Company (other than pursuant to a Termination Event), thereupon the Term shall be deemed to have expired and this Agreement shall immediately terminate and be of no further effect. Notwithstanding the expiration of the Term or other termination of this Agreement, (i) Sections 5(a), 6(d) and 6(k) of this Agreement shall survive any expiration or termination of this Agreement, and (ii) if a Change in Control shall occur prior to the expiration of the Term or other termination of this Agreement, the terms of this Agreement shall survive to the extent necessary to enable Employee to enforce his rights under Sections 3 and 4 of this Agreement.

Section 3: Severance Benefits

     (a)  Termination due to a Termination Event . In the event that the Employee’s employment with the Company or its successor is terminated due to the occurrence of a Termination Event in connection with or within two years after a Change in Control, the Employee shall be entitled to the following payments and other benefits:

          (i) The Company shall pay to the Employee a lump sum cash amount equal to the sum of (A) the Employee’s accrued and unpaid salary as of his date of termination plus (B) reimbursement for all expenses reasonably and necessarily incurred by the Employee (in accordance with Company policy) prior to termination in connection with the business of the Company plus (C) any accrued vacation pay, to the extent not theretofore paid. This amount shall be paid within ten (10) days of the Employee’s Termination of Employment.

           (ii) Company shall pay to the Employee an additional lump sum cash amount equal to ______ times the sum of Employee’s Base Salary plus Employee’s Bonus. Subject to the requirements of Section 3(c), this amount shall be paid within fifteen (15) days after the Employee’s Termination of Employment.

           (iii) The Company shall provide the Employee (and the Employee’s dependents, if applicable), for a period of ______ years following his Termination of Employment, with a similar level of medical and dental insurance benefits upon substantially the same terms and conditions as existed immediately prior to the Employee’s termination subject to the following:

               (A) To the extent that any such medical or dental benefits are self-funded and during the period Employee would, but for the continued coverage provided pursuant to this Section 3(a)(iii), be entitled to continuation coverage with respect to such benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Employee elected such coverage and paid the applicable premiums (the “COBRA Continuation Period”), the costs of the continued benefit coverage provided under this Section 3(a)(iii) will be imputed as income to the Employee and reported on Form W-2. Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 3(a)(iii), the medical and dental coverage to be continued under such self-funded arrangement shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits.

               (B) Notwithstanding the foregoing provisions of this Section 3(a)(iii), in the event the Company is unable to provide any of the promised medical or dental benefits under its benefit plans, the Company will reimburse Employee for amounts necessary to enable the Employee to obtain medical and dental benefits substantially equal to what was provided to the Employee immediately prior to the Employee’s termination; provided, that any such reimbursement will be made in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv), including but not limited to the requirements that (I) the expenses eligible for reimbursement will be determined by reference to the objective and nondiscretionary criteria set forth in the Company’s medical and dental benefit plans, (II) the expenses eligible for reimbursement during one taxable year of the Employee will not affect the expenses eligible for reimbursement in any other taxable year (provided, that a limit imposed on the amount of expenses that may be reimbursed over some or all of the continuation period described in this

Section 3(a)(iii) shall not in and of itself cause the reimbursement arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), (III) the reimbursement of an eligible expense will be made on or before the last day of the Employee’s taxable year following the taxable year in which the expense was incurred, and (IV) the right to reimbursement will not be subject to liquidation or exchange for another benefit.

               (C) Notwithstanding the foregoing provisions of this Section 3(a)(iii), in the event the Employee becomes reemployed with another employer and becomes eligible to receive medical and dental benefits similar to the benefits described herein from such employer, the medical and dental benefit coverage provided for herein shall terminate. Benefit continuation provided pursuant to this Section 3(a)(iii) will be applied towards any continuation coverage to which the Employee is entitled pursuant to COBRA.

     (b)  Other Severance Pay . The Employee shall not be entitled to receive payment under any severance plan, policy or arrangement maintained by the Company (other than this Agreement). If the Employee is entitled to any notice or payment in lieu of any notice of termination of employment required by Federal, state or local law, including but not limited to the Worker Adjustment and Retraining Notification Act, the amounts to which the Employee would otherwise be entitled under this Agreement shall be reduced by the amount of any such payment in lieu of notice. If the Employee is entitled to any severance or termination payments under any employment or other agreement (other than award agreements issued pursuant to the Holly Corporation Long-Term Incentive Compensation Plan) with, or any plan or arrangement of, the Company, the payments to which the Employee would otherwise be entitled under this Agreement shall be reduced by the amount of such payment. Except as set forth above, the foregoing payments and benefits shall be in addition to and not in lieu of any payments or benefits to which the Employee and his dependents may otherwise be entitled to under the Company’s compensation and employee benefit plans. Nothing herein shall be deemed to restrict the right of the Company to amend or terminate any such plan in a manner generally applicable to similarly situated active employees of the Company, in which event the Employee shall be entitled to participate on the same basis (including payment of applicable contributions) as similarly situated active employees of the Company.

     (c)  Release . Payments under Sections 3(a)(ii) and (iii) shall be conditioned upon the execution, non-revocation, and delivery of a Release Agreement in the form attached hereto as Exhibit A (the “ Release ”) by Employee within 45 days of the date of Employee’s Termination of Employment. Notwithstanding the times of payment otherwise set forth in Section 3(a), the payments due under Sections 3(a)(ii) and (iii) shall be made (or commenced, in the case of the payments due under Section 3(a)(iii)) to the Employee within fifteen (15) days following receipt by the Company of the Release properly executed (and not revoked) by the Employee. If the Employee fails to properly execute and deliver the Release (or revokes the Release), the Employee agrees that he shall not be entitled to receive the benefits described in Sections 3(a)(ii) and (iii).

     (d)  Insurance Policies . In the event of the Employee’s Termination of Employment or in the event the Company intends to discontinue maintaining certain life insurance policies, the Company shall, at the request of the Employee, assign and transfer to the Employee (or his nominee) each insurance policy insuring the life of the Employee and owned by the Company

which has no cash surrender value, to the extent that the Company is permitted to do so by the terms of such insurance policy.

Section 4: Certain Additional Payments by the Company

     (a)  Gross Up Payment . In the event it shall be determined, according to the procedure set forth in Section 4(b), that any part of any payment or benefit received pursuant to the terms of this Agreement, (the “Contract Payments”) or any part of any payment or benefit received or to be received by the Employee throughout or for the Employee’s benefit pursuant to any ot