HollyFrontier Corp (Form: S-8, Received: 11/09/2012 17:26:21)

As filed with the Securities and Exchange Commission on November 9, 2012

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

HOLLYFRONTIER CORPORATION

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		75-1056913 (I.R.S. Employer Identification No.)

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

(Address of principal executive offices, including zip code)

HollyFrontier Corporation Long-Term Incentive Compensation Plan

(Full title of the plan)

Denise C. McWatters

Vice President, General Counsel and Secretary

2828 N. Harwood, Suite 1300

Dallas, Texas 75201

(214) 871-3555

(Name, address, including zip code, and telephone number, including area code, of agent for service)

copy to:

Shane M. Tucker

Vinson & Elkins L.L.P.

2001 Ross Avenue, Suite 3700

Dallas, Texas 75201

(214) 220-7700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller Reporting Company ¨

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Shares of Common Stock, $0.01 par value per share	3,000,000 shares (1)	$38.51	$115,515,000	$15,756.25

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, $0.01 par value per share (“Common Stock”), that become issuable under the HollyFrontier Long-Term Incentive Compensation Plan, as amended from time to time (the “Plan”), pursuant to the antidilution provisions of the Plan.

(2) Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The maximum offering price per share and the maximum aggregate offering price are based on a price of $38.51 per share, which is the average of the high and low trading prices of the Registrant’s Common Stock reported on the New York Stock Exchange on November 5, 2012.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement (“Registration Statement”) is being filed in accordance with General Instruction E to Form S-8 to register 3,000,000 additional shares of Common Stock of HollyFrontier Corporation, a Delaware corporation (the “Registrant”), that may be issued under the Plan. The contents of the Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on January 30, 2001 (File No. 333-54612) is incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents, which have been previously filed with the Commission, are incorporated by reference in this Registration Statement and will be deemed to be a part hereof:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed on February 29, 2012;

(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012, and September 30, 2012, filed on May 8, 2012, August 9, 2012, and November 8, 2012, respectively;

(c) The Registrant’s Current Reports on Form 8-K filed on February 24, 2012, March 30, 2012, May 10, 2012, May 16, 2012, June 25, 2012 (regarding Item 5.02), July 12, 2012 (regarding Items 1.01 and 1.02), and October 30, 2012; and

(d) The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form S-3 filed with the Commission under Section 5 of the Securities Act on May 17, 1995, including any subsequently filed amendments and reports updating such description.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the termination of the offering made hereby will be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents.

Item 6. Indemnification of Directors and Officers.

Article Seventh of the Registrant’s Amended and Restated Certificate of Incorporation provides that no director of the Registrant will be personally liable to the Registrant or its stockholders for monetary damages for breach of the director’s duty as a director, except that a director will remain liable to the extent provided by law if (i) the director breaches his duty of loyalty, (ii) the director commits acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law, (iii) the director violates section 174 of the Delaware General Corporation Law (“DGCL”), or (iv) the director derives an improper personal benefit in any transaction. Article Seventh further provides that the Registrant will indemnify to the fullest extent allowed by law, and will advance expenses to, any person who is (or is threatened to be) a defendant or witness in a proceeding by reason of the fact that he is or was a director or officer of the Registrant or is or was, at the request of the Registrant, serving another entity in any capacity.

Section 16 of Article V of the Registrant’s Amended and Restated By-Laws states that the Registrant will indemnify any person who is or was a party (or is threatened to be made a party) in any action by reason of being a director or officer of the Registrant or of another entity at the Registrant’s request, in accordance with and to the fullest extent permitted by the DGCL, including the advancement of expenses. The indemnity provided in Section 16 extends to the spouse or former spouse, heirs, executors or administrators of the covered director or officer. In addition to certain other conditions described in Section 16, the covered director or officer must permit the Registrant to participate in the proceeding, at its expense and through counsel of its own choosing, and must receive approval by the Registrant and the Registrant’s board of directors of any proposed settlement in order to receive indemnification.

The Registrant has entered into indemnification agreements with certain officers and each director (the “Indemnitees”) of the Registrant. Each indemnification agreement generally requires the Registrant to indemnify each Indemnitee for liabilities incurred to the fullest extent permitted by applicable law. Also, as permitted under applicable law, the indemnification agreements require the Registrant to advance reasonable expenses in defending any action provided that the Indemnitee may be required to reimburse the Registrant for the amounts if the Indemnitee ultimately is determined not to be entitled to indemnification from the Registrant. The Registrant will also indemnify each Indemnitee for costs and expenses in any action to establish Indemnitee’s right to indemnification, whether or not Indemnitee ultimately prevails, subject to certain exceptions. In general, the disinterested directors on the Registrant’s board of directors have the authority to determine each Indemnitee’s right to indemnification. However, such determination may also be made by independent legal counsel if there are no disinterested directors on the Registrant’s board of directors or if the Indemnitee so elects. The indemnification agreements require, subject to certain exceptions, that each Indemnitee be covered by any insurance policy providing for directors’ and officers’ liability insurance coverage maintained by the Registrant to the extent coverage for such Indemnitee under such policy is available on commercially reasonable terms.

Item 8. Exhibits.



Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of HollyFrontier Corporation, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on July 8, 2011, and incorporated herein by reference.

4.2		Amended and Restated By-Laws of HollyFrontier Corporation, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on November 21, 2011, and incorporated herein by reference.

4.3		HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan), as amended and restated on May 24, 2007, previously filed with the Commission as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-03876) for the fiscal year ended December 31, 2008, and incorporated herein by reference.
4.4		First Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan), previously filed with the Commission as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No. 001-03876) for the fiscal year ended December 31, 2008, and incorporated herein by reference.
4.5		Second Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan) , previously filed with the Commission as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on May 18, 2011, and incorporated herein by reference.
4.6*		Third Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan).
4.7		Form of Performance Share Unit Agreement, previously filed with the Commission as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-03876) for the fiscal quarter ended March 31, 2009, and incorporated herein by reference.
4.8		Form of Director Restricted Stock Unit Agreement, previously filed with the Commission as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-03876) for the fiscal quarter ended March 31, 2009, and incorporated herein by reference.
4.9		Form of Executive Restricted Stock Agreement [time and performance based vesting], previously filed with the Commission as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-03876) for the fiscal quarter ended March 31, 2010, and incorporated herein by reference.
4.10		Form of Employee Restricted Stock Agreement [time based vesting], previously filed with the Commission as Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-03876) for the fiscal quarter ended March 31, 2010, and incorporated herein by reference.
4.11*		Form of Performance Share Unit Agreement [162(m) covered employees].
4.12*		Form of Performance Share Unit Agreement [non-162(m) covered employees].
4.13*		Form of Restricted Stock Agreement [time based vesting].
4.14*		Form of Notice of Grant of Restricted Stock.
4.15*		Form of Restricted Stock Unit Agreement (Non-Employee Director Award).
4.16*		Form of Notice of Grant of Restricted Stock Units (Non-Employee Director Award).
5.1*		Opinion of Vinson & Elkins LLP.

23.1*		Consent of Vinson & Elkins LLP (included in the opinion filed as Exhibit 5.1 hereto).

23.2*		Consent of Ernst & Young LLP (independent registered public accounting firm).

24.1*		Power of Attorney (included on the signature pages hereto).

*Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 9th day of November, 2012.



	HOLLYFRONTIER CORPORATION

	By: /s/ Michael C. Jennings
		Michael C. Jennings
		Chief Executive Officer

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each person whose signature appears below hereby appoints Michael C. Jennings acting alone, his or her true and lawful attorney-in-fact with full power of substitution or re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign on such person’s behalf, individually and in each capacity stated below, any and all amendments, including post-effective amendments to this Registration Statement, and to sign any and all additional registration statements relating to the same offering of securities of the Registration Statement that are filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.



Signature	Title	Date

/s/ Michael C. Jennings Michael C. Jennings	Chief Executive Officer (Principal Executive Officer)	November 9, 2012

/s/ Douglas S. Aron Douglas S. Aron	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	November 9, 2012

/s/ J.W. Gann, Jr. J.W. Gann, Jr.	Vice President and Controller (Principal Accounting Officer)	November 9, 2012

/s/ Matthew P. Clifton Matthew P. Clifton	Executive Chairman	November 9, 2012

/s/ Douglas Y. Bech Douglas Y. Bech	Director	November 9, 2012

/s/ Buford P. Berry Buford P. Berry	Director	November 9, 2012

/s/ Leldon Echols Leldon Echols	Director	November 9, 2012


/s/ R. Kevin Hardage R. Kevin Hardage	Director	November 9, 2012
/s/ Robert J. Kostelnik Robert J. Kostelnik	Director	November 9, 2012
/s/ James H. Lee James H. Lee	Director	November 9, 2012
/s/ Robert G. McKenzie Robert G. McKenzie	Director	November 9, 2012
/s/ Franklin Myers Franklin Myers	Director	November 9, 2012
/s/ Michael E. Rose Michael E. Rose	Director	November 9, 2012
/s/ Tommy A. Valenta Tommy A. Valenta	Director	November 9, 2012

INDEX TO EXHIBITS



Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of HollyFrontier Corporation, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on July 8, 2011, and incorporated herein by reference.
4.2		Amended and Restated By-Laws of HollyFrontier Corporation, previously filed with the Commission as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on November 21, 2011, and incorporated herein by reference.
4.3		HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan), as amended and restated on May 24, 2007, previously filed with the Commission as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-03876) for the fiscal year ended December 31, 2008, and incorporated herein by reference.
4.4		First Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan), previously filed with the Commission as Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No. 001-03876) for the fiscal year ended December 31, 2008, and incorporated herein by reference.
4.5		Second Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan) , previously filed with the Commission as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-03876) on May 18, 2011, and incorporated herein by reference.
4.6*		Third Amendment to the HollyFrontier Corporation Long-Term Incentive Compensation Plan (formerly the Holly Corporation Long-Term Incentive Compensation Plan).
4.7		Form of Performance Share Unit Agreement, previously filed with the Commission as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-03876) for the fiscal quarter ended March 31, 2009, and incorporated herein by reference.
4.8		Form of Director Restricted Stock Unit Agreement, previously filed with the Commission as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-03876) for the fiscal quarter ended March 31, 2009, and incorporated herein by reference.
4.9		Form of Executive Restricted Stock Agreement [time and performance based vesting], previously filed with the Commission as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-03876) for the fiscal quarter ended March 31, 2010, and incorporated herein by reference.
4.10		Form of Employee Restricted Stock Agreement [time based vesting], previously filed with the Commission as Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-03876) for the fiscal quarter ended March 31, 2010, and incorporated herein by reference.
4.11*		Form of Performance Share Unit Agreement [162(m) covered employees].
4.12*		Form of Performance Share Unit Agreement [non-162(m) covered employees].
4.13*		Form of Restricted Stock Agreement [time based vesting].
4.14*		Form of Notice of Grant of Restricted Stock.
4.15*		Form of Restricted Stock Unit Agreement (Non-Employee Director Award).
4.16*		Form of Notice of Grant of Restricted Stock Units (Non-Employee Director Award).
5.1*		Opinion of Vinson & Elkins LLP.
23.1*		Consent of Vinson & Elkins LLP (included in the opinion filed as Exhibit 5.1 hereto).
23.2*		Consent of Ernst & Young LLP (independent registered public accounting firm).
24.1*		Power of Attorney (included on the signature pages hereto).

*Filed herewith

THIRD AMENDMENT TO THE

HOLLY CORPORATION

LONG-TERM INCENTIVE COMPENSATION PLAN

(Renamed the HollyFrontier Corporation Long-Term Incentive Compensation Plan)

THIS THIRD AMENDMENT (the “ Third Amendment ”) to the Holly Corporation Long-Term Incentive Compensation Plan, as amended from time to time (the “ Plan ”), is made by HollyFrontier Corporation (the “ Company ”).

W I T N E S S E T H :

WHEREAS , on July 1, 2011, North Acquisition Inc., a wholly-owned subsidiary of Holly Corporation (“ Holly ”), merged with and into Frontier Oil Corporation (“ Frontier ”), and Frontier merged with and into Holly (the “ Merger ”), and the resulting company was named “HollyFrontier Corporation”;

WHEREAS , immediately prior to the Merger, Holly sponsored and maintained the Plan, under which it was authorized to grant equity-based incentive awards to certain of its employees and service providers;

WHEREAS , the Company became sponsor of the Plan effective as of the consummation of the Merger;

WHEREAS , Section 10(f) of the Plan provides that the Company’s board of directors (the “ Board ”) may amend the Plan under certain circumstances; and

WHEREAS , the Board has determined that it is desirable to amend the Plan in the manner contemplated hereby to reflect (i) the change in sponsorship of the Plan and (ii) the two for one stock split effected by the Company on August 31, 2011.

NOW, THEREFORE, BE IT RESOLVED , that the Plan is amended as set forth below:

1. Effective as of the consummation of the Merger, all references in the Plan to “Holly Corporation” and the “Company” are hereby revised to refer to HollyFrontier Corporation, and all references to “Shares” contained in the Plan are hereby revised to refer to the common stock of HollyFrontier Corporation, par value $0.01 per share, and such other securities as may be substituted or resubstituted therefor in accordance with the Plan.

2. Effective as of August 31, 2011, and in accordance with the adjustment provisions set forth in Section 10 of the Plan, the share limitations in the Plan shall be adjusted to reflect the two for one stock split effected by the Company on August 31, 2011, as follows:

Section 4(a) of the Plan is hereby deleted and replaced in its entirety with the following:

(a) Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to Section 10 of the Plan, the total number of Shares that may be delivered in connection with Awards under the Plan shall not exceed 12,000,000, including all Shares delivered with respect to Options granted under the Plan prior to the Amendment Effective Date.

Section 5 of the Plan is hereby deleted and replaced in its entirety with the following:

5. Eligibility; Per Person Award Limitations . Awards may be granted under the Plan only to Eligible Persons. In each fiscal year or 12-month period, as applicable, during any part of which the Plan is in effect, an Eligible Person may not be granted (a) Awards, provided for in Sections 6 and 7 of the Plan, relating to more than 1,200,000 Shares, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 10 of the Plan, or (b) Awards, provided for in Section 8 of the Plan, with a value at the time of payment which exceeds the Fair Market Value of 1,200,000 Shares as of the date of grant of the Award.

RESOLVED, FURTHER , that except as provided above, the Plan shall continue to read in its current state.

[Remainder of Page Intentionally Left Blank.]

IN WITNESS WHEREOF , the Company has caused the execution of this Third Amendment by its duly authorized officer.



				HOLLYFRONTIER CORPORATION


				By:	/s/ Michael C. Jennings
				Name:	Michael C. Jennings
				Title:	Chief Executive Officer and President

Date: November 9, 2012

HOLLYFRONTIER CORPORATION

PERFORMANCE SHARE UNIT AGREEMENT

(Section 162(m) Compliant)

This Performance Share Unit Agreement (the “ Agreement ”) is made and entered into by and between HollyFrontier Corporation, a Delaware corporation (the “ Company ”), and you. This Agreement is entered into as of the ___ day of __________, ____ (the “ Date of Grant ”).

WITNESSETH:

WHEREAS , the Company has adopted the Plan (as defined below) to attract, retain and motivate employees, directors and consultants;

WHEREAS , the Compensation Committee (the “ Committee ”) believes that entering into this Agreement with you is consistent with the stated purposes for which the Plan was adopted; and

WHEREAS , a copy of the Plan has been furnished to you and shall be deemed a part of this Agreement (“ Agreement ”) as if fully set forth herein and the terms capitalized but not defined herein or on Appendix A attached hereto shall have the meanings set forth in the Plan.

NOW, THEREFORE , in consideration of the services rendered by you, the parties agree as follows:

1. Grant . The Company hereby grants to you as of the Date of Grant a Performance Award of _________ shares of Phantom Stock consisting of performance share units (the “ Performance Share Units ”), subject to the terms and conditions set forth in this Agreement. Depending on the Company’s performance, you may earn from zero percent (0%) to two hundred percent (200%) of the Performance Share Units, based on the Company’s performance on two measures set forth in Section 3 over a designated performance period compared to the performance of a group of peer companies selected by the Committee.

2. The Plan . The Performance Share Units granted to you by this Agreement shall granted under the plan specified below (the “ Plan ”):

□ The HollyFrontier Corporation Long-Term Incentive Compensation Plan

□ The HollyFrontier Corporation Omnibus Incentive Compensation Plan

3. Performance Period and Measures . This Section 3 sets forth the details of the Performance Award for the “ Performance Period ,” which begins on January 1 of the calendar year of the Date of Grant (“ Year One ”) and ends on September 30 of the second calendar year following Year One (“ Year Three ”). If you are employed by the Company or its Subsidiaries on the January 10 following Year Three you will be entitled to a payment in Shares in the amount determined under Section 3(b) or pursuant to Section 4 or 5, as applicable, and payable at the time indicated in Section 6.

(a) Performance Measures . The number of Performance Share Units earned for the Performance Period is determined by comparing the Company’s performance on the two measures listed below over the Performance Period to the performance of the Peer Group over the Performance Period on the same two measures. The two performance measures are Return on Capital Employed and Total Shareholder Return.

(b) Shares Payable . The number of Shares payable is equal to the result of multiplying the total number of Performance Share Units awarded by the Performance Unit Payout Percentage. The number of shares of Common Stock payable will be rounded down to the nearest share. No fractional shares of Common Stock will be issued pursuant to this Agreement.

4. Termination of Employment .

(a) In the event that your employment with the Company or its Subsidiaries terminates prior to December 31 of Year 3 (i) due to your death, (ii) on account of your total and permanent disability, as determined by the Committee in its sole discretion, or (iii) by action of the Company other than for Cause, you (or your beneficiary, if applicable) shall forfeit a percentage of the total Performance Share Units awarded determined by dividing (x) the number of full months from the date of such termination until December 31 of Year 3 by (y) thirty-six (36). In the event of such forfeiture the number of Shares payable hereunder shall be equal to the result of multiplying the number of remaining Performance Share Units by the Performance Unit Payout Percentage determined as of December 31 of Year 3 in accordance with Section 3. Shares payable pursuant to this Section 4(a) will be paid to you at the time specified in Section 6. Notwithstanding the foregoing, in the event your employment is terminated on account of death or disability, the Committee, in its sole discretion, may elect to make a payment to you pursuant to this Section 4(a) assuming a Performance Unit Payout Percentage of up to two hundred percent (200%) instead of the Performance Unit Payout Percentage determined in accordance with Section 3; provided, that if the Committee elects to make such a payment, the amount will be paid to you no later than thirty (30) days following such election.

(b) If, prior to December 31 of Year 3 you voluntarily separate from employment or are terminated by the Company for Cause, all Performance Share Units awarded hereunder will be forfeited.

(c) With respect to the Performance Share Units, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services to, the Company, provided that your rights to the Performance Share Units, if any, during a Performance Period in which such a leave of absence occurs will be prorated to reflect the period of time during the Performance Period that you provided actual services to the Company.

5. Special Involuntary Termination . In the event your employment with the Company and its subsidiaries terminates due to a Special Involuntary Termination before December 31 of Year 3 you will remain eligible to receive full payment hereunder ( i.e. , you will be treated as remaining continuously employed through December 31 of Year 3), and the number of Shares payable to you shall be that number determined pursuant to Section 3(b) hereof.

6. Payment of Performance Share Units . The number of Shares payable hereunder shall be paid as soon as reasonably practicable after the January 10 following Year 3 but in no event later than two and one-half months following the end of Year 3, in the amount determined in accordance with Section 3, as adjusted by Section 4(a), if applicable. Such payment will be subject to withholding for taxes and other applicable payroll adjustments. The Committee’s determination of the amount payable shall be binding upon you and your beneficiary or estate. The value of such Shares shall not bear any interest owing to the passage of time.

7. Limited Stockholder Rights . The Performance Share Units granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of Shares, including the right to vote, prior to the date Shares are issued to you in settlement of the Performance Share Units pursuant to Section 6; provided, however, that in the event the Company declares and pays a dividend in respect of its outstanding Shares and, on the record date of that dividend, you hold Performance Share Units granted pursuant to this Agreement that have not been paid, the Company shall pay to you an amount in cash equal to the cash dividends you would have received if you were the holder of record as of such record date, of the number of Shares related to the portion of your Performance Share Units that have not been paid as of such record date, such payment shall be made promptly following the date that the Company pays such dividend (however, in no event shall the payment be paid later than thirty (30) days following the date on which the Company pays such dividend to its shareholders generally). Your rights with respect to the Performance Share Units shall remain forfeitable at all times prior to the date on which the rights become vested and earned as set forth in Section 3, as adjusted by Section 4(a), if applicable.

8. Adjustment in Number of Performance Share Units . The number of Performance Share Units subject to this Agreement shall be adjusted to reflect stock splits or other changes in the capital structure of the Company, all in accordance with the Plan. In the event that the outstanding Shares of the Company are exchanged for a different number or kind of shares or other securities, or if additional, new or different shares are distributed with respect to the Shares through merger, consolidation, or sale of all or substantially all of the assets of the Company, there shall be substituted for the Shares under the Performance Share Units subject to this Agreement the appropriate number and kind of shares of new or replacement securities as determined in the sole discretion of the Committee, subject to the terms and provisions of the Plan.

9. Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless a) a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel

to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance.

10. Payment of Taxes . The Company may require you to pay to the Company (or the Company’s Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary’s) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding and to the extent permissible pursuant to Rule 16b-3 under the Exchange Act, you may (a) direct the Company to withhold from the Shares to be issued to you under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ Fair Market Value at the time such determination is made; (b) deliver to the Company Shares sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a) or (b). In the event the Company determines that the aggregate Fair Market Value of the Shares withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.

11. Right of the Company and Subsidiaries to Terminate Services . Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

12. Furnish Information . You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

13. Remedies . The Company shall be entitled to recover from you reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

14. No Liability for Good Faith Determinations . The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder.

15. Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of Shares or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

16. No Guarantee of Interests . The Board and the Company do not guarantee the Shares from loss or depreciation.

17. Company Records . Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

18. Notice . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

19. Waiver of Notice . Any person entitled to notice hereunder may waive such notice in writing.

20. Information Confidential . As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

21. Successors . This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

22. Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

23. Company Action . Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

24. Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

25. Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Texas, without giving any effect to any conflict of law provisions thereof, except to the extent Texas state law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.

26. Consent to Texas Jurisdiction and Venue . You hereby consent and agree that state courts located in Dallas, Texas and the United States District Court for the Northern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the Restricted Shares or this Agreement. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to any such jurisdiction as an inconvenient forum.

27. Amendment . This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

28. The Plan . This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

29. Conflict . In the event the terms of this Agreement contradict the terms of any change in control agreement between you and the Company, the terms of this Agreement shall govern.

30. Nontransferability of Agreement . This Agreement and all rights under this Agreement shall not be transferable by you during your life other than by will or pursuant to applicable laws of descent and distribution. Any of your rights and privileges in connection herewith shall not be transferred, assigned, pledged or hypothecated by you or by any other person or persons, in any way, whether by operation of law, or otherwise, and shall not be subject to execution, attachment, garnishment or similar process. In the event of any such occurrence, this Agreement shall automatically be terminated and shall thereafter be null and void. Notwithstanding the foregoing, all or some of the Performance Share Units or rights under this Agreement may be transferred to a spouse pursuant to a domestic relations order issued by a court of competent jurisdiction.

HollyFrontier Corporation

Michael C. Jennings, Chief Executive Officer

Appendix A

Defined Terms

For purposes of the Agreement, the following terms shall have the meanings assigned below:

“ Adverse Change ” means (i) a change in the city in which you are required to work regularly, (ii) a substantial increase in travel requirements of employment, (iii) a substantial reduction in duties of the type previously performed by you, or (iv) a significant reduction in your compensation or benefits (other than bonuses and other discretionary items of compensation) that does not apply generally to employees of the Company or its successor.

“ Affiliate ” has the meaning provided in Rule 12b-2 under the Exchange Act.

“ Beneficial Owner ” has the meaning provided in Rule 13d-3 under the Exchange Act.

“ Cause ” means:

(i) An act or acts of dishonesty on your part constituting a felony or serious misdemeanor and resulting or intended to result directly in gain or personal enrichment at the expense of the Company;

(ii) Gross or willful and wanton negligence in the performance of your material and substantial duties of employment with the Company; or

(iii) Your conviction of a felony involving moral turpitude.

The existence of Cause shall be determined by the Committee, in its sole and absolute discretion.

“ Change in Control ” means the occurrence of any of the following after the Date of Grant:

(i) Any Person, other than (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing more than 40% of the combined voting power of the Company’s then outstanding securities, or more than 40% of the then outstanding common stock of the Company, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (iii)(A) below.

(ii) The individuals who as of the Date of Grant constitute the Board and any New Director cease for any reason to constitute a majority of the Board.

(iii) There is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, except if:

(A) the merger or consolidation results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the voting securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or

(B) the merger or consolidation is effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly, or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing more than 40% of the combined voting power of the Company’s then outstanding securities.

(iv) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity at least 60% of the combined voting power of the voting securities of which is owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

“ New Director ” means an individual whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the Date of Grant or whose election or nomination for election was previously so approved or recommended. However, “New Director” shall not include a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation relating to the election of directors of the Company.

“ Peer Group Performance Percentage ” means the percentile ranking of the Company’s performance on a performance measure over the Performance Period as compared to the Peer Group’s performance on such performance measure (calculated as a simple average) over the Performance Period.

“ Peer Group ” means Alon USA Energy, Inc., CVR Energy, Inc., Delek U.S. Holdings, Inc., Marathon Petroleum Corporation, Sunoco Inc., Tesoro Corporation, Valero Energy Corporation, and Western Refining Company. If a member of the Peer Group ceases to be a public company during the Performance Period (whether by merger, consolidation, liquidation or otherwise) or it fails to file financial statements with the Securities and Exchange Commission in a timely manner, it shall be treated as if it had not been a Peer Group member for the entire Performance Period.

“ Performance Unit Payout Percentage ” means the percentile obtained by dividing the sum of (1) the ROCE Performance Percentage and (2) the TSR Performance Percentage, by two.

“ Person ” has the meaning given in section 3(a)(9) of the Exchange Act as modified and used in sections 13(d) and 14(d) of the Exchange Act.

“ Return on Capital Employed ,” or ROCE, is defined as (i) net income plus after-tax interest expense divided by the sum of (ii) shareholders’ equity, plus minority interest, plus debt, less goodwill and intangible assets, less cash; provided, that such metric will be calculated to exclude any gains or losses attributable to FIFO inventory valuation and to exclude impairment expenses.

“ ROCE Performance Percentage ” means the percentage in the table below that corresponds with the Peer Group Performance Percentage achieved during the Performance Period with respect to Return on Capital Employed:



Peer Group Performance Percentage (ROCE)	ROCE Performance Percentage
≤0.75	Zero
0.75	50% of Target (Threshold)
0.751 – 1.049	Interpolate between Threshold and Target
1.05	Target (100%)
1.051 – 1.349	Interpolation between Target and Stretch
1.35	Stretch (150% or Target)
1.351 – 1.749	Interpolation between Stretch and Maximum
≥1.75	Maximum (200% of Target)

“ SEC ” means the Securities and Exchange Commission.

“ Special Involuntary Termination ” means the occurrence of (1) or (2) below within 60 days prior to, or at any time after, a Change in Control, where (1) is termination of your employment with the Company (including subsidiaries of the Company) by the Company for any reason other than Cause and (2) is your resignation from employment with the Company (including subsidiaries of the Company) within 90 days after an Adverse Change by the Company (including subsidiaries of the Company) in the terms of your employment.

“ Total Shareholder Return, ” or TSR, means the sum of (1) share price appreciation (calculated as the closing share price for the last business day during the performance period less the closing share price for the first business day of the Performance Period), plus (2) cumulative dividends during the Performance Period, which sum is divided by the share price on the first business day of the Performance Period.

“ TSR Performance Percentage ” means the percentage in the table below that corresponds with the Peer Group Performance Percentage achieved during the Performance Period with respect to Total Shareholder Return:



Peer Group Performance Percentage (TSR)	TSR Performance Percentage
≥5% below Peer Group Average	Zero
5% below Peer Group Average	50% of Target (Threshold)
From 4.99% to 0.01% below Peer Group Average	Interpolate between Threshold and Target
Peer Group Average Return	Target (100%)
From 0.01% to 4.99% above Peer Group Average	Interpolate between Target and Stretch
5.0% or more above Peer Group Average	Stretch (150% of Target Stretch)
5.1% to 9.9% above Peer Group Average	Interpolate between Target and Maximum
≥=10% above Peer Group Average	Maximum (200% of Target Maximum)

HOLLYFRONTIER CORPORATION

PERFORMANCE SHARE UNIT AGREEMENT
(Non-Section 162(m))

WITNESSETH:

WHEREAS , the Company has adopted the Plan (as defined below) to attract, retain and motivate employees, directors and consultants;

WHEREAS , the Compensation Committee (the “ Committee ”) believes that entering into this Agreement with you is consistent with the stated purposes for which the Plan was adopted; and

NOW, THEREFORE , in consideration of the services rendered by you, the parties agree as follows:

2. The Plan . The Performance Share Units granted to you by this Agreement shall granted under the plan specified below (the “ Plan ”):

□ The HollyFrontier Corporation Long-Term Incentive Compensation Plan

□ The HollyFrontier Corporation Omnibus Incentive Compensation Plan

3. Performance Period and Measures . This Section 3 sets forth the details of the Performance Award for the “ Performance Period ,” which begins on January 1 of the calendar year of the Date of Grant (“ Year One ”) and ends on September 30 of the second calendar year following Year One (“ Year Three ”). If you are employed by the Company or its Subsidiaries on the January 10 following Year Three you will be entitled to a payment in Shares in the amount determined under Section 3(b) or pursuant to Section 4(a), as applicable, and payable at the time indicated in Section 5.

4. Termination of Employment .

(b) If, prior to December 31 of Year 3 you voluntarily separate from employment or are terminated by action of the Company (other than a Special Involuntary Termination), including if you are terminated by the Company for Cause, all Performance Share Units awarded hereunder will be forfeited.

5. Payment of Performance Share Units . The number of Shares payable hereunder shall be paid as soon as reasonably practicable after the January 10 following Year 3 but in no event later than two and one-half months following the end of Year 3, in the amount determined in accordance with Section 3; provided, however, in the event of your termination of employment with the Company or its Subsidiaries pursuant to Section 4(a) the shares shall be paid within thirty (30) days following such termination of employment. Such payment will be subject to withholding for taxes and other applicable payroll adjustments. The Committee’s determination of the amount payable shall be binding upon you and your beneficiary or estate. The value of such Shares shall not bear any interest owing to the passage of time.

6. Limited Stockholder Rights . The Performance Share Units granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of Shares, including the right to vote, prior to the date Shares are issued to you in settlement of the Performance Share Units

pursuant to Section 5; provided, however, that in the event the Company declares and pays a dividend in respect of its outstanding Shares and, on the record date of that dividend, you hold Performance Share Units granted pursuant to this Agreement that have not been paid, the Company shall pay to you an amount in cash equal to the cash dividends you would have received if you were the holder of record as of such record date, of the number of Shares related to the portion of your Performance Share Units that have not been paid as of such record date, such payment shall be made promptly following the date that the Company pays such dividend (however, in no event shall the payment be paid later than thirty (30) days following the date on which the Company pays such dividend to its shareholders generally). Your rights with respect to the Performance Share Units shall remain forfeitable at all times prior to the date on which the rights become vested and earned as set forth in Section 3, as adjusted by Section 4(a), as applicable.

7. Adjustment in Number of Performance Share Units . The number of Performance Share Units subject to this Agreement shall be adjusted to reflect stock splits or other changes in the capital structure of the Company, all in accordance with the Plan. In the event that the outstanding Shares of the Company are exchanged for a different number or kind of shares or other securities, or if additional, new or different shares are distributed with respect to the Shares through merger, consolidation, or sale of all or substantially all of the assets of the Company, there shall be substituted for the Shares under the Performance Share Units subject to this Agreement the appropriate number and kind of shares of new or replacement securities as determined in the sole discretion of the Committee, subject to the terms and provisions of the Plan.

8. Compliance with Securities Law . Notwithstanding any provision of this Agreement to the contrary, the issuance of Shares will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Shares may then be listed. No Shares will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Shares may then be listed. In addition, Shares will not be issued hereunder unless a) a registration statement under the Securities Act, is at the time of issuance in effect with respect to the shares issued or b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make Shares available for issuance.

9. Payment of Taxes . The Company may require you to pay to the Company (or the Company’s Subsidiary if you are an employee of a Subsidiary of the Company), an amount the Company deems necessary to satisfy its (or its Subsidiary’s) current or future obligation to withhold federal, state or local income or other taxes that you incur as a result of the Award. With respect to any required tax withholding and to the extent permissible pursuant to Rule 16b-3 under the Exchange Act, you may (a) direct the Company to withhold from the Shares to be issued to you under this Agreement the number of shares necessary to satisfy the Company’s obligation to withhold taxes; which determination will be based on the shares’ Fair Market Value at the time such determination is made; (b) deliver to the Company Shares sufficient to satisfy the Company’s tax withholding obligations, based on the shares’ Fair Market Value at the time such determination is made; or (c) deliver cash to the Company sufficient to satisfy its tax withholding obligations. If you desire to elect to use the stock withholding option described in subparagraph (a), you must make the election at the time and in the manner the Company prescribes. The Company, in its discretion, may deny your request to satisfy its tax withholding obligations using a method described under subparagraph (a) or (b). In the event the Company determines that the aggregate Fair Market Value of the Shares withheld as payment of any tax withholding obligation is insufficient to discharge that tax withholding obligation, then you must pay to the Company, in cash, the amount of that deficiency immediately upon the Company’s request.

10. Right of the Company and Subsidiaries to Terminate Services . Nothing in this Agreement confers upon you the right to continue in the employ of or performing services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

11. Furnish Information . You agree to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation.

12. Remedies . The Company shall be entitled to recover from you reasonable attorneys’ fees incurred in connection with the successful enforcement of the terms and provisions of this Agreement whether by an action to enforce specific performance or for damages for its breach or otherwise.

13. No Liability for Good Faith Determinations . The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Shares granted hereunder.

14. Execution of Receipts and Releases . Any payment of cash or any issuance or transfer of Shares or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

15. No Guarantee of Interests . The Board and the Company do not guarantee the Shares from loss or depreciation.

16. Company Records . Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, leaves of absence, re-employment, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

17. Notice . All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

18. Waiver of Notice . Any person entitled to notice hereunder may waive such notice in writing.

19. Information Confidential . As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax and financial advisors. In the event any breach of this promise comes to the attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you, as a factor weighing against the advisability of granting any such future award to you.

20. Successors . This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

21. Severability . If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

22. Company Action . Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

23. Headings . The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

24. Governing Law . All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Texas, without giving any effect to any conflict of law provisions thereof, except to the extent Texas state law is preempted by federal law. The obligation of the Company to sell and deliver Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Shares.

25. Consent to Texas Jurisdiction and Venue . You hereby consent and agree that state courts located in Dallas, Texas and the United States District Court for the Northern District of Texas each shall have personal jurisdiction and proper venue with respect to any dispute between

you and the Company arising in connection with the Restricted Shares or this Agreement. In any dispute with the Company, you will not raise, and you hereby expressly waive, any objection or defense to any such jurisdiction as an inconvenient forum.

26. Amendment . This Agreement may be amended the Board or by the Committee at any time (a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in light of any addition to or change in any federal or state, tax or securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Award; or (b) other than in the circumstances described in clause (a) or provided in the Plan, with your consent.

27. The Plan . This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

28. Conflict . In the event the terms of this Agreement contradict the terms of any change in control agreement between you and the Company, the terms of this Agreement shall govern.

29. Nontransferability of Agreement . This Agreement and all rights under this Agreement shall not be transferable by you during your life other than by will or pursuant to applicable laws of descent and distribution. Any of your rights and privileges in connection herewith shall not be transferred, assigned, pledged or hypothecated by you or by any other person or persons, in any way, whether by operation of law, or otherwise, and shall not be subject to execution, attachment, garnishment or similar process. In the event of any such occurrence, this Agreement shall automatically be terminated and shall thereafter be null and void. Notwithstanding the foregoing, all or some of the Performance Share Units or rights under this Agreement may be transferred to a spouse pursuant to a domestic relations order issued by a court of competent jurisdiction.