FOURTH AMENDMENT TO EMPLOYMENT
AGREEMENT
This Fourth
Amendment (“Amendment”) to the Employment Agreement
dated December 3, 2003, between Tesoro Corporation
(“Company”) and Bruce A. Smith
(“Executive”), as amended February 2, 2006,
November 1, 2006, and December 12, 2008
(“Agreement”), is entered into this 4th day of August,
2009, by and between the Company and Executive, sometimes
collectively referred to herein as the “Parties.”
A
WHEREAS,
the Company and Executive have previously entered into an
employment agreement which has been amended on three occasions;
and
WHEREAS,
the Company and Executive desire to amend the Agreement again to
reflect certain changes they have agreed to.
NOW,
THEREFORE, in consideration of the mutual promises, covenants,
and conditions set forth herein, including but not limited to
Executive’s employment and the payments and benefits
described herein, the sufficiency of which is hereby acknowledged,
the Company and Executive hereby agree as follows:
1. Section 2
of the Agreement is hereby amended by deleting the current language
and replacing it with the following language:
“2.
TERM OF EMPLOYMENT . The term of this Agreement shall
begin on the Effective Date, and shall expire and Executive’s
employment with the Company shall end on December 31, 2011.
The period during which Executive is employed hereunder shall be
referred to as the ‘Employment Period.’ Either the
Company or the Executive shall have the right to terminate the
Employment Period at any time during the term hereof, in accordance
with Section 5, below.”
2. Section 3
of the Agreement is hereby amended by adding the following language
at the end of Section 3(a):
“At the
direction of the Board, Executive shall assist the Company in
identifying and recruiting, if necessary a potential successor to
the chief executive officer position. Executive further agrees to
ensure that a smooth transition occurs and when the successor chief
executive officer is elected by the Board, if requested by the
Board, Executive shall transition from President and Chief
Executive Officer to non-executive Chairman of the
Board.”
3. Section 5
of the Agreement is hereby amended by moving Section 5(f) to
Section 5(g), and creating a new Section 5(f), as
reflected below:
“(f)
RETIREMENT BY EXECUTIVE. Executive shall terminate his
employment by retirement during the Employment Period on the date a
successor chief executive officer is elected by the Board.
Provided, however, Executive
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FOURTH
AMENDMENT TO EMPLOYMENT AGREEMENT
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