Exhibit 10
AMENDMENT NO. 2 TO
TESORO CORPORATION
2006 LONG-TERM INCENTIVE PLAN
WHEREAS , the Board of
Directors (the “ Board ”) of Tesoro Corporation
has previously acted to adopt the Tesoro Corporation 2006 Long-Term
Incentive Plan (the “ Plan ”);
WHEREAS , the Plan, as
adopted, provides that the Compensation Committee of the Board (the
“ Committee ”) may, at any time and from
time to time, alter, amend or modify the Plan, subject to the
provisions of Section 12.1 thereof;
WHEREAS , the Committee
wishes to amend the Plan to increase (i) the aggregate number
of shares of Stock reserved for issuance pursuant to the Plan to
6,000,000; (ii) the aggregate number of shares of Stock with
respect to which Full Value Awards may be granted to 2,750,000; and
(iii) the aggregate number of shares of Stock with respect to
which Options may be granted to 5,250,000;
WHEREAS , the Committee
wishes to amend the Plan to limit the discretion to accelerate the
time in which an Award may be exercised to certain specified
events;
WHEREAS , the Committee
wishes to amend the Plan to the extent necessary to comply with
Section 409A of the Internal Revenue Code of 1986, as amended;
and
WHEREAS , in all other
respects, the provisions of the Plan shall remain as originally
adopted by the Board and approved by the shareholders of Tesoro
Corporation at its Annual Meeting of Shareholders on May 3,
2006, as subsequently amended by Amendment No. 1 to the
Plan;
NOW, THEREFORE, BE IT RESOLVED
THAT the Committee does hereby amend the Plan as follows, with
this Amendment No. 2 to be effective as of the date on which
it was approved by the holders of at least a majority of the
outstanding shares of voting stock of Tesoro Corporation:
(a) Section 4.2 of the Plan
is hereby amended to read, in its entirety, as follows:
“ 4.2 Dedicated Shares;
Maximum Awards. The aggregate maximum number of shares of Stock
reserved for issuance under the Plan is 6,000,000 shares of Stock.
The aggregate number of shares of Stock with respect to which Full
Value Awards may be granted under the Plan is 2,750,000. The
aggregate number of shares of Stock with respect to which Options
may be granted under the Plan is 5,250,000. The maximum number of
shares of Stock with respect to which Options may be granted to an
Employee during a Fiscal Year is 562,500. The maximum number of
shares of Stock with respect to which any Full Value Award may be
granted to an Employee during a Fiscal Year may not
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