EXECUTIVE CHANGE IN CONTROL SEVERANCE AGREEMENT

Exhibit 10.1

WHEREAS the Company and the Executive desire to into this Executive Change in Control Severance Agreement; and

WHEREAS , the parties agree that on and after the Effective Date and prior to a Change in Control (as defined below) the Executive is an “at will” employee of the Company;

1.   Operation of Agreement.

1.01   Unless terminated earlier as provided herein, this Agreement shall terminate on the third anniversary of the Effective Date; provided, however, if a Change in Control of the Company occurs during the term of this Agreement (the “CiC Date”), the term of this Agreement automatically shall continue until the second   anniversary of the CiC Date and then terminate, regardless of the length of the term remaining as of the CiC Date.  Notwithstanding any provision of this Agreement to the contrary, termination of this Agreement shall not alter or impair any rights or benefits of the Executive (or his estate or beneficiaries) that have arisen under this Agreement on or prior to such termination, including any contingent rights under paragraph 1.03.

1.02   For the purpose of this Agreement, the term “Change in Control” of the Company means the occurrence of any one of the following on or after the Effective Date:

(a)   the consummation of any transaction (including without limitation, any merger, consolidation, tender offer, or exchange offer) the result of which is that any individual, entity, group or “person” (as such term is used in Sections 13(d)(3) and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)) , other than the Company, a subsidiary or an employee benefit plan of either,   becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of stock and/or securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding voting securities,

(b)   a change in the composition of the Board of Directors of the Company, as a result of which fewer than a majority of the non-employee directors are Incumbent Directors.  “Incumbent Directors” shall mean non-employee directors who either (A) are non-employee Directors as of the date the Plan is adopted, or (B) are elected, or nominated for election, thereafter to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but “Incumbent Director” shall not include an individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act of 1934) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors or (ii) a plan or agreement to replace a majority of the then Incumbent Directors,

(c)   the consummation of the sale, lease, transfer, conveyance or other disposition (including by merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole (other than to an entity wholly owned, directly or indirectly, by the Company), unless, following such transaction all or substantially all of the persons who were the beneficial owners of the outstanding voting stock and securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding voting stock and securities of the entity resulting from such transaction in substantially the same proportions as immediately prior to such transaction, or

(d)   the adoption of a plan relating to the liquidation or dissolution of the Company.

1.03   Except as provided below, this Agreement automatically shall terminate in the event the Executive ceases for any reason to be an employee of the Company and its affiliates prior to a Change in Control; provided, however, if the Executive’s employment is terminated during the six-month period preceding a “change in control event” (within the meaning of Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986, as amended, (the “Code”) and Treas. Reg. §1.409A-3(i)(5)) that would have occurred during the term of this Agreement but for the termination of this Agreement upon the Executive’s termination of employment, and if his termination would have qualified as a Termination of Employment under paragraph 7.02(a) or paragraph 7.02(b)(ii) (without regard to the 30/60 day periods provided in paragraph 7.02(b)(ii)), then, subject to Section 7.01(c), on, but not later than 30 days following, such change in control event the Company shall pay the Executive a lump sum amount equal to (a) the sum of (i) four   (4.0)   times his annual Base Salary, and (ii) if at the time of his termination of employment the Executive held any equity-based compensation awards that were forfeited upon such termination, the sum of the Fair Market Value of the shares subject to such forfeited awards less the sum of the exercise prices, if any, of such awards minus (b) the amount of any severance payment to the Executive pursuant to an Executive Severance Agreement with respect to such termination of employment.  Solely for the purpose of this paragraph, Fair Market Value shall mean the reported closing price of the common shares of the Company on the effective date of the change in control event.  In addition, any stock options or stock appreciation rights (“SAR”) held by the Executive on the date of the change in control event shall remain exercisable for the remainder of their terms as if the Executive’s employment had not terminated, but in no event later than the earlier of (i) the latest date on which the option or SAR could have expired by its original terms under any circumstances or (ii) the 10 th anniversary of the original date of grant of the option or SAR.  To the extent provided by the option plan or the terms of the change in control event agreement, such options and SARs may be terminated earlier.

1.04   Nothing in this Agreement shall operate or be construed to create any right or duty on the part of the Company or the Executive to remain in the employment of the Company for any period of time prior to the date of a Change in Control, each reserving all rights to terminate the “at will” employment relationship of the Executive at any time prior to a Change in Control.

2.   Period of Employment.

2.01   If a Change in Control occurs during the term of this Agreement, the Company agrees to continue the Executive in its employ for the period set forth in paragraph 2.02 below (the “Period of Employment”) in the position and with the duties and responsibilities set forth in Section 3 below, and upon the other terms and conditions hereinafter provided.

2.02   Subject to its earlier termination as provided below, the Period of Employment shall continue until the 60th day following the first anniversary of the CiC Date unless the Executive elects to extend the term of the Agreement as provided in paragraph 1.01, in which event the Period of Employment shall continue for a period of three years from the CiC Date.

3.   Position, Duties, Responsibilities.

3.01   During the Period of Employment, the Executive shall continue to serve as a Vice President of the Company or one of its subsidiaries and continue to have the duties and responsibilities of those positions that the Executive possessed immediately prior to the CiC Date.

3.02   During the Period of Employment, the Executive shall also serve and continue to serve, if and when elected and reelected, as an officer or director, or both, of any affiliate of the Company.

3.03   Throughout the Period of Employment, the Executive shall devote his full time and undivided attention during normal business hours to the business and affairs of the Company, except for reasonable vacations, illness or incapacity; however, nothing in this Agreement shall preclude the Executive from (i) devoting reasonable periods required for serving as a director or member of a committee of any organization that does not involve a conflict of interest with the interests of the Company, (ii) engaging in charitable and community activities, and (iii) managing his personal investments, provided that such activities do not materially interfere with the regular performance of his duties and responsibilities under this Agreement.  The Board of Directors of the Company shall give the Executive written notice of any such activities that it believes materially interfere with his duties hereunder and provide the Executive with a reasonable period of time to correct such activities.

3.04   During the Period of Employment, the Executive shall be based at the offices of the Company maintained in Cheyenne, WY.  The Executive shall not be required to be absent from the office on travel status or otherwise more than a total of 60 business days in any calendar year nor more than 20 consecutive days at any one time.

4.   Compensation, Compensation Plans, Perquisites.

4.01   During the Period of Employment, the Executive shall be:

(a)   paid an annual base salary at no less than the rate in effect immediately prior to the CiC Date, with increases (if any) as shall be made from time to time thereafter in accordance with the Company’s regular salary practices for key executives (“Base Salary”); and

(b)   provided an annual bonus opportunity in an amount no less than 35% of his Base Salary (“Target Bonus”).

Any increase in Base Salary or the Target Bonus or other compensation shall in no way diminish any other obligation of the Company under this Agreement.

4.02   During the Period of Employment, the Executive shall continue to be eligible to participate in the Company’s equity-based compensation plans and all other compensation and incentive plans and programs in which the Executive participates immediately prior to the CiC Date (or equivalent successor plans that may be adopted by the Company or an affiliate), including, without limitation, an annual bonus plan, and the Executive shall be provided thereunder with at least the same reward opportunities in the aggregate that were provided to the Executive immediately prior to the CiC Date, unless there has been a material diminution in the Executive’s performance or duties. Nothing in this Agreement (i) shall be construed as requiring the Executive to receive during the Period of Employment payments or benefits under such equity, compensation and incentive plans or programs that are at least equal to those the Executive received thereunder immediately prior to the CiC Date, it being the intent of the parties that the payments and benefits provided thereunder shall be subject to being earned by the Executive under the then existing criteria for awards under such plans and programs, which criteria shall be based on substantially the same performance standards and criteria used by the Company immediately prior to the CiC Date, or (ii) shall preclude improvement of any reward opportunities in such plans or other plans or programs in accordance with the practice of the Company or an affiliate.

4.03   During the Period of Employment, the Executive shall be entitled to perquisites, including, without limitation, an office, secretarial and clerical staff, and to fringe benefits, including, without limitation, the payment or reimbursement of club dues, in each case at least equal to those provided to the Executive immediately prior to the CiC Date, as well as to reimbursement, upon proper accounting, of reasonable expenses and disbursements incurred by him in the course of his duties.

5.   Employee Benefit Plans.

5.01   The compensation and other matters provided for in Section 4 above are in addition to the benefits provided for in this Section 5.

5.02   During the Period of Employment, the Executive, his dependents and eligible beneficiaries shall be entitled to all coverage, participation, payments and benefits, including service credit for benefits, to which officers of the Company, their dependents and beneficiaries are entitled under the terms of the employee benefit plans and practices of the Company in effect immediately prior to the CiC Date, including, without limitation, the Company’s qualified and nonqualified retirement programs, 401(k) and profit sharing plans, the Frontier Oil Corporation Executive Life Insurance Plan, group life insurance plans, accidental death and dismemberment insurance, business travel insurance, long term disability, medical, dental and health and other welfare benefit plans and any successor benefit plans and practices of the Company and its affiliates for which officers, their dependents and beneficiaries are eligible.

5.03   Nothing in this Agreement shall preclude the Company during the Period of Employment from amending or terminating any perqui