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Exhibit 10.1
[FORM]
HOLLY CORPORATION
PERFORMANCE SHARE UNIT AGREEMENT
This Performance Share Unit Agreement (the "Agreement") is made
and
entered into by and between HOLLY
CORPORATION, a Delaware corporation (the
"Company"), and ______________________ (the
"Employee"). If the Employee
presently is or subsequently becomes
employed by a subsidiary of the Company,
the term "Company" shall be deemed to refer
collectively to the Company and the
subsidiary or subsidiaries which employ the
Employee. This Agreement is entered
into as of the ____ day of ____, ____ (the
"Date of Grant").
W I T N E S S E T H:
WHEREAS, the Company has adopted the HOLLY CORPORATION
LONG-TERM
INCENTIVE COMPENSATION PLAN (the "Plan") to
attract, retain and motivate
employees, directors and consultants;
and
WHEREAS, the Long-Term Incentive Compensation Plan Committee
(the
"Committee") believes that entering into
this Agreement with the Employee is
consistent with the stated purposes for
which the Plan was adopted.
NOW, THEREFORE, in consideration of the services rendered by
the
Employee, it is agreed by and between the
Company and the Employee, as follows:
1. Grant. The Company hereby grants as of the Date of Grant a
Performance
Award (as defined in the Plan) of ________ performance share
units (the
"Units"), subject to the terms and conditions set forth in this
Agreement.
Depending upon the Company's performance, the Employee may earn
from ____percent
(____%) to ____ (____%) of the Units, based on the total
shareholder
return ("TSR") of the Company's common stock, par value $.01
per share (the
"Shares"), as compared to the TSR of a peer group of
companies as
provided in Section 2.
2. Nature of Award. The Units represent an award for the
"Performance
Period"
described in this Section 2. The Performance Period begins on
____and ends on
____. At the end of the Performance Period, the Employee
shall be
entitled to a cash payment equal to the value of the Units as
determined under
this Section 2 and payable at the time indicated in
Section 4 or
Section 3(b), as applicable. At the end of the Performance
Period, the
amount paid with respect to the Units will be based upon the
TSR of the
Company compared to the TSR of a select group of peer companies
designated by
the Committee for performance measurement purposes (the "Peer
Group"), which
for this Performance Period shall be
_________________________________________________. TSR includes
both
appreciation in
share price during the Performance Period and the assumed
reinvestment of
any dividends declared into additional Shares at the time
dividends are
paid. The Share price for the TSR calculation of the Company
shall be the
average Share price for the final thirty- (30-) day trading
period of the
Performance Period (the "Share Price"). The amount payable to
the Employee
pursuant to the
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Agreement shall
be an amount equal to the number of Units (as specified in
Section 1 and
after any applicable adjustment under Section 3) multiplied
by a
"Performance Percentage" (which will be based upon the Company's
TSR
ranking as
compared to the ranking of the Peer Group, from which the peer
companies having
the highest and lowest TSR shall be removed) multiplied by
the Share Price.
The Performance Percentage will be determined in
accordance with
the following "Performance Schedule."
PERFORMANCE
SCHEDULE
PERFORMANCE PERCENTAGE (%)
TO BE MULTIPLIED BY UNITS
BASED UPON THE COMPANY'S TSR AS COMPARED TO THE PEER GROUP
--------------------------------------------------------------------------------
<Table>
<Caption>
THE COMPANY'S TSR AS COMPARED TO
PERFORMANCE PERCENTAGE (%) TO BE
THE PEER GROUP TSR - PERCENTILE RANKING
MULTIPLIED BY UNITS
<S>
<C>
____ Percentile or Less
____%
____ - ____ Percentile
____%
____ - ____ Percentile
____%
____ - ____ Percentile
____%
____ - ____ Percentile
____%
____ Percentile and Higher
____%
</Table>
3. Early Termination. In the event of separation from employment
of
the Employee
prior to the end of the Performance Period on account of an
event described
in this Section 3, the number of Units with respect to
which payment at
the end of the Performance Period is based shall be
determined as
follows:
(a) (i) In the event that the Employee separates from
employment
for any reason other than voluntary separation or Cause, as defined
in
Section 3(c)(vii), or (ii) in the event of the Employee's death
or
(iii) in the event of the Employee's total and permanent disability
as
determined by the Committee in its sole discretion, or (iv) in
the
event that the Employee shall retire after attaining normal
retirement
age of 62 or after attaining an earlier retirement age approved by
the
Committee in its sole discretion, the number of Units that shall
be
earned by and paid to the Employee or his beneficiary, in
accordance
with and at the time specified in Section 4, shall be determined
as
follows: the Employee shall forfeit a percentage of the Units equal
to
the percentage that the number of full months following the date
of
separation, death, disability or retirement to the end of the
Performance Period bears to ____. The Committee shall determine
the
number of Units earned and the amount to be paid to the Employee
or
his beneficiary as soon as administratively practicable after the
end
of the Performance Period based upon the TSR calculation
determined
pursuant to Section 2 for the entire Performance Period. In its
sole
discretion, the Committee may make a payment to the Employee
assuming
a Performance Percentage of up to ____ percent (____%) of the
Units
instead of the
pro-rata number of Units as determined pursuant to this
Section 3(a). Unless the Committee determines
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otherwise, the Employee will have no right to any other Units
and
those other Units granted under this Agreement will be forfeited.
If
the Employee separates from employment prior to the end of the
Performance Period due to voluntary separation or on account of
Cause,
all Units hereunder will be forfeited.
(b) In the event of a Special Involuntary Termination, as
defined
in Section 3(c)(vi), before the end of the Performance Period,
no
Units shall be forfeited, and payment with respect to ____
percent
(____%) of the Units shall be made as soon as administratively
practicable following the Special Involuntary Termination. In
the
event of a Special Involuntary Termination, the amount payable
with
respect to this Agreement will equal the number of Units
granted
pursuant to Section 1, multiplied by the Share Price, and
multiplied
by a Performance Percentage of ____ percent (____%); provided,
however, the Share Price shall be calculated using the average
Share
price for the thirty- (30-) day trading period preceding the date
of
the Special Involuntary Termination. Payment pursuant to this
Section
3(b) is in-lieu of payment pursuant to Section 3(a) and if the
Employee receives payment pursuant to this Section 3(b) the
Employee
will not be entitled to any payment pursuant to Section 3(a).
(c) Definitions. For purposes of this Section 3,
(i) "Change in Control" shall mean:
A. Any "Person" (as defined in Section 3(c)(ii) below),
other than (1) the Company or any of its subsidiaries, (2) a
trustee or other
