FIRST AMENDMENT TO THE
HOLLY CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
As Amended and Restated as of May 24, 2007
(Formerly designated the Holly Corporation 2000 Stock Option
Plan)
THIS FIRST
AMENDMENT is effective January 1, 2005 (the “
Effective Date ”) and is made by Holly
Corporation, a Delaware corporation (the “
Company ”).
WHEREAS ,
the board of directors of the Company (the “
Board ”) previously adopted the Holly
Corporation Long-Term Incentive Compensation Plan, as amended and
restated as of May 24, 2007 (formerly designated the Holly
Corporation 2000 Stock Option Plan) (the “ Plan
”);
WHEREAS ,
Section 10(f) of the Plan provides that the Plan may be amended by
the Board without approval of the stockholders of the Company,
except that any amendment to the Plan of which approval of the
stockholders is required by any federal or state law or regulation
or the rules of any stock exchange on which the shares of the
Company are listed or quoted must be approved by the stockholders
of the Company; and
WHEREAS ,
the Board has determined that it is desirable to amend the Plan, in
accordance with the final regulations promulgated under section
409A of the Internal Revenue Code of 1986, as amended (the “
Code ”), to ensure that, to the extent subject
to Code section 409A, the payments and other benefits provided
under the Plan comply therewith and to avoid the imposition of any
adverse tax consequences under section 409A of the Code.
NOW,
THEREFORE , the Plan shall be amended as of the Effective Date
as set forth below:
1. The
following sentence shall be added to the end of Section 2(i) of the
Plan:
Notwithstanding
anything to the contrary herein or in any Award agreement, any
Award that constitutes a “deferral of compensation”
(within the meaning of Section 409A of the Code and the
regulations and other authoritative guidance promulgated thereunder
(collectively, the “Nonqualified Deferred Compensation
Rules”)), and that is not exempt from Section 409A of
the Code pursuant to an applicable exemption (any such Award, a
“409A Award”) shall not become exercisable, be settled
or otherwise trigger a payment or distribution upon a
Participant’s Disability pursuant to the Plan or the
applicable Award agreement controlling such 409A Award unless the
Disability incurred by the Participant constitutes a Disability
within the meaning of the Nonqualified Deferred Compensation
Rules.
2. Section 9(d)
of the Plan shall be deleted in its entirety and shall be replaced
with the following:
(d) Form and
Timing of Payment under Awards; Deferrals. Subject to the terms of
the Plan and any applicable Award agreement, payments to be made by
the Company or a Subsidiary upon the exercise of an Option or other
Award or settlement of an Award may be made in a single payment or
transfer, in installments, or on a deferred basis. The settlement
of any Award may, subject to any limitations set forth in the Award
agreement, be accelerated and cash paid in lieu of Shares in
connection with such settlement, in the discretion of the Committee
or upon occurrence of one or more specified events. Notwithstanding
anything to the contrary herein or in any applicable Award
agreement, no 409A Award shall be exercisable, be settled or
otherwise trigger a payment or distribution upon the occurrence of
any event that does not qualify as a permissible time of
distribution in respect of such 409A Award under the Nonqualified
Deferred Compensation Rules; except that, to the extent permitted
under the Nonqualified Deferred Compensation Rules, the time of
exercise, payment or settlement of a 409A Award shall be
accelerated
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