THIRD AMENDMENT TO EMPLOYMENT
AGREEMENT
This Third
Amendment (“Amendment”) to the Employment Agreement
dated August 3, 2004, between Tesoro Corporation
(“Company”) and Gregory A. Wright
(“Executive”), as amended February 2, 2006 and
June 8, 2007 (“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.”
WHEREAS,
the Company and Executive have previously entered into an
employment agreement which has been amended on two 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 . This Agreement shall begin on
the Effective Date, and shall expire and Executive’s
employment with the Company shall end on November 1, 2010. 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 a potential successor chief financial officer,
recruiting such successor, and transitioning such successor into
the chief financial officer position.”
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 may elect to retire and
terminate his employment during the Employment Period, in the event
the Board elects a successor chief financial officer to replace
Executive. In no event shall Retirement by Executive, as provided
in this Section 5(f), constitute Termination by the Company
Without Cause or Termination By Executive for Good Reason, for
purposes of Section 6(e) of this Agreement.”
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THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT
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Page 1 of 3
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