Exhibit
10.1
SECOND AMENDMENT TO THE
HOLLY CORPORATION
LONG-TERM INCENTIVE COMPENSATION PLAN
THIS SECOND AMENDMENT (the
Second Amendment
)
to the Holly Corporation Long-Term Incentive Compensation Plan,
as amended from time to time (the
Plan
), is
effective January 1, 2011, subject to approval by the
Companys stockholders (the
Effective
Date
), and is made by Holly Corporation (the
Company
).
W I T
N E S S E T
H
:
WHEREAS
, the Company previously adopted the Plan, under
which the Company is authorized to grant equity-based incentive
awards to certain employees and service providers of the Company
and its subsidiaries;
WHEREAS
, the overall and per person share limitations set
forth in the Plan have not been previously updated to reflect
the Companys stock splits that occurred in August 2004 and
June 2006 (which resulted in the automatic adjustment of such
share limitations in accordance with Section 10(c)
thereof); provided that, for the avoidance of doubt, the number
of shares of the Companys common stock available under the
Plan on and after the Effective Date of this Second Amendment
pursuant to the overall and per person share limitations shall
be 6,000,000 shares and 600,000 shares, respectively,
as set forth in greater detail below, which, in each case, is
the same as the number of shares available under the Plan
immediately prior to the Effective Date;
WHEREAS
, Section 10(f) of the Plan provides that the
Companys board of directors (the
Board
)
may amend the Plan from time to time, including to extend the
duration of the Plan with the approval of the Companys
stockholders not later than the annual meeting next following
such Board action; and
WHEREAS
, the Companys compensation committee
recommended to the Board, and the Board has determined that it
is desirable, to amend the Plan in the manner contemplated
hereby, subject to approval by the Companys stockholders
at the Companys upcoming annual meeting to be held on
May 12, 2011.
NOW, THEREFORE
, the Plan shall be amended as of the
Effective Date, as set forth below.
1. 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
6,000,000, including all Shares delivered with respect to
Options granted under the Plan prior to the Amendment Effective
Date.
2. 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 600,000 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 600,000 Shares as of the date of
grant of the Award.
3. The last sentence of Section 6(a)(iii) of the Plan
is hereby deleted in its entirety and replaced with the
following new sentence:
No Incentive Stock Option may be granted after December 31,
2020.
4. Section 10(m) of the Plan is hereby deleted and
replaced in its entirety with the following:
(m)
Plan Effective Date, Stockholder Approval and Plan
Duration.
The Plan has been adopted by the Board
and approved by stockholders originally effective as of
January 1, 2001. The Plan was most recently
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amended and restated as of May 24, 2007, and was
subsequently amended on December 31, 2008, effective
January 1, 2005, pursuant to the First Amendment to the
Holly Corporation Long-Term Incentive Compensation Plan. No
Award shall be granted under the Plan after December 31,
2020.
5. Except as set forth above, the Plan shall continue to
read in its current state.
IN WITNESS WHEREOF
, the Company has caused the execution
of this Second Amendment by its duly authorized officer,
effective as of the Effective Date.
HOLLY CORPORATION
/s/ David L. Lamp
By: David L. Lamp
Title: President
Date: May 18, 2011
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