Second
Amendment to the Executive Change in Control Severance Agreement
(as Amended and Restated) effective as of April 28, 2009 (the
“Effective Date”) by and between Frontier Oil
Corporation (the “Company”) and Michael C. Jennings
(the “Executive”)
WITNESSETH:
WHEREAS the Company and the Executive have entered into
that certain Executive Change in Control Severance Agreement (as
Amended and Restated) as of December 30 , 2008 (the “Prior
Agreement”); and
WHEREAS , the parties desire to amend and restate the
Prior Agreement as set forth herein,
NOW,
THEREFORE , in
consideration of the premises and covenants contained herein and in
the Prior Agreement, and other good, valuable and binding
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Prior Agreement is hereby amended as
follows:
Paragraph 1.03
is replaced in its entirety with the following:
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 duri
