Holly
Logistic Services copy
FIRST
AMENDMENT TO
PERFORMANCE UNIT AGREEMENT(S)
THIS FIRST AMENDMENT (the “ First
Amendment ”) to Performance Unit Agreement(s) is
dated December 31, 2008, to be effective as of the date(s)
indicated herein, and is made by and between HOLLY LOGISTIC
SERVICES, L.L.C., a Delaware limited liability company (the “
Company ”), and
- (the “ Employee ”).
WHEREAS , the Company granted Employee performance unit
awards in 2006, 2007 and/or 2008, as applicable (the “
Award(s) ”), under the Holly Energy Partners,
L.P. Long-Term Incentive Plan, and the Company and the Employee
previously entered into a Performance Unit Agreement governing each
such Award (each, an “ Agreement
”);
WHEREAS , Section 13 of the Agreement(s) provides that
the Agreement(s) may be amended in writing by the Company and the
Employee; and
WHEREAS , the Company and the Employee have determined that
it is desirable to amend the Agreement(s), 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
Agreement(s) comply therewith and to avoid the imposition of any
adverse tax consequences under section 409A of the Code.
NOW, THEREFORE , the Agreement(s) shall be amended as set
forth below, such amendments to be effective, with respect to each
Award, as of the date of grant specified in the Agreement governing
each such Award:
1. Section 3(c)(viii)
of the Agreement(s) shall be amended in its entirety as set forth
below:
(viii)
“Adverse Change” shall mean, without the express
written consent of the Employee, (A) a change in
Employee’s principal office to a location more than 25 miles
from the Employee’s work address as of the Date of Grant,
(B) a material increase (without adequate compensation) or a
material
