UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 31, 2014
Par Petroleum Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 1-36550 | 84-1060803 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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800 Gessner Road, Suite 875 Houston, Texas |
77024 | |
| (Address of principal executive offices) | (Zip Code) |
(713) 969-3293
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment to Agreement and Plan of Merger
On December 31, 2014, Par Petroleum Corporation (the “ Company ”) entered into an amendment (the “ Second Merger Agreement Amendment ”) to the Agreement and Plan of Merger dated June 2, 2014 (as amended from time to time, the “ Merger Agreement ”), among the Company, Bogey, Inc., a Hawaii corporation and a wholly owned indirect subsidiary of the Company, Koko’oha Investments, Inc., a Hawaii corporation (“ Koko’oha ”), and Bill D. Mills, in his capacity as the shareholders’ representative. Pursuant to the Second Merger Agreement Amendment, the parties agreed to extend the date by which the Company or Koko’oha can terminate the Merger Agreement for failure to consummate the merger contemplated thereby to March 31, 2015.
The foregoing description of the Second Merger Agreement Amendment is qualified in its entirety by reference to the Second Merger Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Amendment to Stockholders Agreement
On January 5, 2015 (the “ Effective Date ”), the Company and the stockholders who are parties to the Stockholders Agreement dated August 31, 2012 (as amended and supplemented from time to time, the “ Stockholders Agreement ”), entered into a Third Amendment to the Stockholders Agreement (the “ Third Amendment ”). The Third Amendment amends the Stockholders Agreement to provide that the stockholders agree to vote their shares such that the size of the board of directors of the Company (the “ Board ”) is set and remains at nine (9) directors, instead of eight (8), with the Board or a committee of the Board designating the director to fill the additional position on the Board resulting from such increase.
The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information included in Item 1.01 of this Current Report on Form 8-K regarding the Third Amendment and the information included in Item 5.03 of this Current Report on Form 8-K regarding the Bylaw Amendment are incorporated by reference into this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Pursuant to the Stockholders Agreement, as amended by the Third Amendment, five individuals are to be designated by the Board or a committee of the Board. On January 5, 2015, Joseph Israel was designed by the Board pursuant to the provisions of the Stockholders Agreement to fill the vacancy resulting from Bylaw Amendment, effective as of the Effective Date. As previously disclosed, Mr. Israel was also appointed as the Company’s President and Chief Executive Officer effective January 5, 2015.
Mr. Israel, age 43, served as Senior Vice President of Hunt Refining Company from August 2011 to November 2014. Prior to joining Hunt, Mr. Israel served in various roles with Alon USA Energy, Inc. from August 2000 to July 2011, including most recently as Chief Operating Officer from September 2008 to July 2011. Prior to joining Alon, Mr. Israel held positions with several Israeli government entities beginning in 1995, including the Israeli Land Administration, the Israeli Fuel Administration and most recently as Economics and Commerce Vice President of Israel’s Petroleum Energy Infrastructure entity. Mr. Israel received an MBA and a BA in Economics from the Hebrew University of Jerusalem. Additionally, Mr. Israel has completed business courses at the Center of Management Research at Harvard University and The College of Petroleum & Energy Studies at Oxford.
Pursuant to the terms of the previously disclosed employment offer letter, on January 5, 2015 the Company granted Mr. Israel 27,829 shares of restricted Company common stock and stock options to purchase 65,217 shares of Company common stock, each under the Company’s 2012 Long Term Incentive Plan (the “ Plan ”). The shares of restricted Company common stock will vest ratably on each of the four annual anniversaries of the date of grant. The stock options have an exercise price of $16.17 per share (the Fair Market Value as defined in the Plan on the date of grant), have an eight year term
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and will vest ratably on each of the four annual anniversaries of the date of grant. The foregoing description of the grants of restricted Company common stock and stock options to purchase shares of Company common stock is qualified in its entirety by reference to the Award of Restricted Stock and Nonstatutory Stock Option Agreement, copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated by reference herein
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On the Effective Date, the Company’s amended and restated bylaws (as amended and supplemented from time to time, the “ Bylaws ”) were amended pursuant to the Third Amendment to the Bylaws (the “ Bylaw Amendment ”).
Pursuant to the Bylaw Amendment, the number of directors serving on the Board was increased from eight (8) to nine (9) to consist of those members designated pursuant to the Stockholders Agreement.
The foregoing description of the Bylaw Amendment is qualified in its entirety by reference to the Bylaw Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Third Amendment to the Amended and Restated Bylaws of Par Petroleum Corporation dated January 5, 2015. |
| 4.1 | Third Amendment to the Stockholders Agreement dated January 5, 2015 by and among Par Petroleum Corporation, Zell Credit Opportunities Fund, L.P., ZCOF Par Petroleum Holdings, LLC, Waterstone Offshore ER Fund, Ltd., Prime Capital Master SPC, GOT WAT MAC Segregated Portfolio, Waterstone Market Neutral Master Fund, Ltd., Pandora Select Partners, LP, Whitebox Multi-Strategy Partners, LP, Whitebox Credit Arbitrage Partners, LP, Whitebox Concentrated Convertible Arbitrage Partners, LP, and Whitebox Asymmetric Partners, LP. |
| 10.1 | Second Amendment to Agreement and Plan of Merger dated as of December 31, 2014, by and among Par Petroleum Corporation, Bogey, Inc., Koko’oha Investments, Inc. and Bill D. Mills, in his capacity as the shareholders’ representative. |
| 10.2 | Award of Restricted Stock dated January 5, 2015. |
| 10.3 | Nonstatutory Stock Option Agreement dated January 5, 2015. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Par Petroleum Corporation | ||||||
| Dated: January 7, 2015 |
/s/ Brice Tarzwell |
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Brice Tarzwell Senior Vice President, Chief Legal Officer and Secretary |
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Exhibit 3.1
THIRD AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
OF
PAR PETROLEUM CORPORATION
January 5, 2015
Pursuant to Section 9.1 of the Amended and Restated Bylaws (as amended to date, the “ Bylaws ”) of Par Petroleum Corporation, a Delaware corporation (the “ Company ”), and that certain unanimous written consent of the board of directors of the Company dated the date hereof, the Bylaws of the Company are hereby amended as set forth below:
Amendment to the Bylaws :
1. Section 3.1 of the Bylaws is hereby amended and restated in its entirety and replaced with the following:
“ Number . The number of directors shall be nine (9). The Board of Directors shall consist of the persons designated by the persons or groups entitled to designate the Board of Directors in accordance with that certain Stockholders Agreement between the Company and certain stockholders of the Company dated August 31, 2012, as amended, modified or restated from time to time (the “ Stockholders Agreement ”). Following termination of the Stockholders Agreement, the number of directors shall be determined from time to time by resolutions adopted by the Board of Directors.”
[Signature appears on following page]
IN WITNESS WHEREOF, the undersigned, being a duly elected officer of the Corporation, executes this instrument as of the date first set forth above, and hereby certifies that the foregoing is the adopted Amendment to Bylaws of the Corporation.
Executed this 5th day of January, 2015.
| By: |
/s/ Brice Tarzwell |
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| Name: | Brice Tarzwell | |
| Title: | Senior Vice President, Chief Legal Officer and Secretary |
[S IGNATURE P AGE TO T HIRD A MENDMENT TO A MENDED AND R ESTATED B YLAWS OF P AR P ETROLEUM C ORPORATION ]
Exhibit 4.1
THIRD AMENDMENT TO STOCKHOLDERS AGREEMENT
THIS THIRD AMENDMENT (the “ Third Amendment ”) TO STOCKHOLDERS AGREEMENT is made and entered into as of this 5th day of January, 2015, by and among Par Petroleum Corporation, a Delaware corporation (the “ Company ”), and certain holders of the Company’s common stock, $.01 par value per share (“ Common Stock ”) listed on the signature pages hereto.
RECITALS:
WHEREAS, pursuant to Section 6.8 of the Stockholders Agreement dated August 31, 2012 (as amended to date, the “ Stockholders Agreement ”), by and among the Company, certain holders of the Common Stock listed on Schedule A thereto (the “ Key Holders ”), and any subsequent investors, or transferees, who become parties thereto as “Investors” pursuant to Sections 6.1 and 6.2 of the Stockholders Agreement (the “ Investors ,” and together collectively with the Key Holders, the “ Stockholders ”), the Stockholders Agreement may be amended or modified by the Company with the approval of the board of directors (the “ Board ”) of the Company and the holders of sixty-seven percent (67%) of the Shares (as defined in the Stockholders Agreement) of Common Stock then held by the Key Holders; and
WHEREAS, the Key Holders listed on the signature pages hereto desire to enter into the Third Amendment to amend their rights to designate certain members of the Board, as well as certain related rights.
NOW, THEREFORE, the parties hereto agree to amend the Stockholders Agreement as follows:
| I. | Amendment to the Stockholders Agreement : |
1. Section 1.1 of the Stockholders Agreement is hereby amended and restated in its entirety and replaced with the following:
“ Size of the Board . Each Stockholder agrees to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that the size of the Board shall be set and remain at nine (9) directors. For purposes of this Agreement, the term “ Shares ” shall mean and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all shares of Common Stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.”
2. Section 1.2(d) of the Stockholders Agreement is hereby amended and restated in its entirety and replaced with the following:
“Five (5) individuals designated by the Board (collectively, the “ Board Designees ”); and”
| II. | General Provisions |
1. In case of conflict between this Third Amendment and the Stockholders Agreement, this Third Amendment shall control.
2. The Stockholders Agreement, except as expressly amended hereby, shall remain in full force and effect.
3. Incorporation of Certain Information by Reference . The provisions of Sections 6.4, 6.14 and 6.18 of the Stockholders Agreement captioned “Governing Law,” “Dispute Resolution” and “Costs of Enforcement,” respectively, are incorporated herein by reference as though such provisions were fully set forth verbatim herein and shall apply to this Second Amendment mutatis mutandis .
4. Counterparts . This Third Amendment may be executed in several counterparts (including by facsimile, .pdf or other electronic transmission), each of which shall be deemed an original and all of which together constitute one and the same instrument.
[Signature appears on following page]
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IN WITNESS WHEREOF, the parties have executed this Third Amendment to Stockholders Agreement as of the date first written above.
| C OMPANY | ||
| PAR PETROLEUM CORPORATION | ||
| By: |
/s/ Christopher Micklas |
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| Name: | Christopher Micklas | |
| Title: |
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| K EY H OLDERS | ||
| ZELL CREDIT OPPORTUNITIES FUND, L.P. | ||
| By: |
/s/ Jon Wasserman |
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| Name: | Jon Wasserman | |
| Title: | Vice President | |
| ZCOF PAR PETROLEUM HOLDINGS, LLC | ||
| By: |
/s/ Jon Wasserman |
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| Name: | Jon Wasserman | |
| Title: | Vice President | |
| WATERSTONE OFFSHORE ER FUND, LTD | ||
| By: | Waterstone Capital Management, L.P. | |
| By: |
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| Name: |
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| Title: |
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[S IGNATURE P AGE TO T HIRD A MENDMENT TO S TOCKHOLDERS A GREEMENT ]
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PRIME CAPITAL MASTER SPC, GOT WAT MAC SEGREGATED PORTFOLIO |
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| By: | Waterstone Capital Management, L.P. | |
| By: |
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| Name: |
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| Title: |
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| WATERSTONE MARKET NEUTRAL MASTER FUND, LTD | ||
| By: | Waterstone Capital Management, L.P. | |
| By: |
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| Name: |
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| Title: |
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| PANDORA SELECT PARTNERS, LP | ||
| By: | Pandora Select Advisors, LLC | |
| its General Partner | ||
| By: | Whitebox Advisors, LLC | |
| its Managing Partner | ||
| By: |
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| Name: |
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| Title: |
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[S IGNATURE P AGE TO S ECOND A MENDMENT TO S TOCKHOLDERS A GREEMENT ]
[S IGNATURE P AGE TO S ECOND A MENDMENT TO S TOCKHOLDERS A GREEMENT ]
| WHITEBOX ASYMMETRIC PARTNERS, LP | ||
| By: | Whitebox Asymmetric Advisors, LLC | |
| its General Partner | ||
| By: | Whitebox Advisors, LLC | |
| its Managing Partner | ||
| By: |
/s/ Mark Strefling |
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| Name: | Mark Strefling | |
| Title: | General Counsel & Chief Operating Officer | |
[S IGNATURE P AGE TO S ECOND A MENDMENT TO S TOCKHOLDERS A GREEMENT ]
Exhibit 10.1
SECOND AMENDMENT OF
AGREEMENT AND PLAN OF MERGER
This Second Amendment of Agreement and Plan of Merger (this “ Amendment ”) is made and entered into as of December 31, 2014 (the “ Amendment Date ”) by and among (a) Par Petroleum Corporation, a Delaware corporation (“ Parent ”), (b) Bogey, Inc., a Hawaii corporation and a wholly-owned, indirect subsidiary of Parent (“ Merger Sub ”), (c) Koko’oha Investments, Inc., a Hawaii corporation (the “ Company ”), and (d) Bill D. Mills, in his capacity as the Shareholders’ Representative. Parent, Merger Sub, the Company and the Shareholders’ Representative are each referred to herein as a “ Party ” and collectively referred to herein as the “ Parties ”.
RECITALS
WHEREAS , the Parties entered into that certain Agreement and Plan of Merger dated as of June 2, 2014, as amended by that certain Amendment to Agreement and Plan of Merger dated September 9, 2014 (the “ Agreement ”);
WHEREAS , the Parties anticipate the HSR Waiting Period extending beyond January 1, 2015; and
WHEREAS , the Parties hereto desire to amend the Agreement as provided below.
AGREEMENT
NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Defined Terms . All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement.
2. Final Termination Date . Section 9.1(b) of the Agreement shall be amended in its entirety to read as follows:
“(b) by the Company or Parent, if the Merger shall not have been consummated on or before March 31, 2015 (the “ Final Termination Date ”); provided , that the right to terminate this Agreement under this Section 9.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Merger to be consummated by such date;”
3. No Other Effect . Except as specifically set forth in this Amendment, the Agreement remains unmodified and in full force and effect.
4. Counterparts; Signatures . This Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts put together shall constitute but one and the same Amendment. Signatures to this Amendment transmitted by .pdf, electronic mail or other electronic means shall be treated as originals in all respects for purposes of this Amendment.
5. Successors and Assigns . This Amendment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns.
[Remainder of Page Intentionally Left Blank. Signatures Follow on Next Page.]
The Parties have executed this Amendment as of the Amendment Date.
| PARENT : | ||
| PAR PETROLEUM CORPORATION | ||
| By: |
/s/ James Matthew Vaughn |
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Name: James Matthew Vaughn |
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Title: Sr. Vice President and General Counsel |
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| MERGER SUB : | ||
| BOGEY, INC. | ||
| By: |
/s/ Eric Wright |
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Name: Eric Wright |
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Title: President |
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| COMPANY : | ||
| KOKO’OHA INVESTMENTS, INC. | ||
| By: |
/s/ Jim R. Yates |
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Name: Jim R. Yates |
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Title: President |
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| SHAREHOLDERS’ REPRESENTATIVE : | ||
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/s/ Bill D. Mills |
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| BILL D. MILLS | ||
Exhibit 10.2
Special Award (4-Year Vesting)
PAR PETROLEUM CORPORATION
AWARD OF RESTRICTED STOCK
(Special Award)
In this Award, Par Petroleum Corporation (the “Company” ) grants to Joseph Israel (the “Participant” ), a Director or an Employee, Restricted Stock under the Par Petroleum Corporation 2012 Long Term Incentive Plan ( “Plan” ). This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan.
| 1. | The “Date of Grant” is January 5, 2015 . |
| 2. | The total number of shares of Restricted Stock granted is 27,829 . |
| 3. | The Restricted Stock granted in this Award shall vest as follows: |
Subject to item 4 below, Participant shall not become vested in any of the Restricted Stock granted unless he or she is continuously a Director of the Company or employed with the Company or a Company Affiliate from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any Restricted Stock until such Restricted Stock become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse on the following “Vesting Dates” as to 25% of the Restricted Stock on the first anniversary of the Date of Grant and 25% on each of the second, third and fourth anniversary of the Date of Grant. The Restricted Stock as to which such restrictions so lapse are referred to as “Vested.”
| 4. | Other Vesting Events are as follows: |
Notwithstanding the foregoing vesting schedule in item 3, the Restricted Stock will be 100% Vested upon any one of the following “Vesting Events” : (a) Participant’s termination as Director and Service due to death or Disability or termination of employment with the Company and its Affiliates due to death or Disability, (b) the Participant’s termination of employment by the Company and its Affiliates without Cause or (c) upon a Change in Control. The date of the Participant’s termination of directorship and Service or termination of employment with the Company and its Affiliates on account of one of the Vesting Events shall be the Vesting Date for purposes of this Award. The date of the Change in Control shall be the Vesting Date for purposes of this Award.
| 5. | Other Terms and Conditions: |
(a) No Fractional Shares. All provisions of this Award concern whole shares of Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.
(b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue as a Director or continue employment with or provide services to the Company or any of its Affiliates.
(c) Independent Tax Advice and Acknowledgments. Participant has been advised and Participant hereby acknowledges that he or she has been advised to obtain independent legal and tax advice regarding this Award, the grant of the Restricted Stock and the disposition of such shares, including, without limitation, the election available under Section 83(b) of the Internal Revenue Code. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Award.
(d) The Committee has determined in connection with this Award that in the event that a Section 83(b) election is not made, the Participant who is an Employee may elect to have the Company withhold that number of shares of Restricted Stock otherwise deliverable to the Participant when such shares become Vested or to deliver to the Company a number of shares of Stock, in each case, having a Fair Market Value on the date of Vesting equal to the minimum amount required to be withheld for taxes as a result of such exercise. The election must be made in writing and must be delivered to the Company prior to the date of Vesting. If the number of shares so determined shall include a fractional share, the Participant shall deliver cash in lieu of such fractional share. All elections shall be made in a form approved by the Committee and shall be subject to disapproval, in whole or in part by the Committee.
The Restricted Stock granted hereunder will be subject to all applicable federal, state and local taxes domestic and foreign and withholding requirements (including, without limitation, any withholding required under any other employee benefit plan maintained by the Company or a Company Affiliate). The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Award.
| PARTICIPANT: Joseph Israel | ||
| Signature: | /s/ Joseph Israel | |
| Date: January 5, 2015 | ||
| PAR PETROLEUM CORPORATION | ||
| By: | /s/ Christopher Micklas | |
| Christopher Micklas | ||
| Date: January 5, 2015 | ||
Exhibit 10.3
PAR PETROLEUM CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
(Special Award)
1. Grant of Stock Option . As of January 5, 2015 , (“the Grant Date ”), Par Petroleum Corporation, a Delaware corporation (the “ Company ”), hereby grants a Nonstatutory Stock Option (the “ Option ”) to Joseph Israel (the “ Optionee ” ) , an Employee or Director of the Company, to purchase the number of shares of the Company’s common stock (the “ Stock ”) identified below, subject to the terms and conditions of this agreement (the “ Agreement ”) and the Par Petroleum Corporation 2012 Long Term Incentive Plan (the “ Plan ”) which is hereby incorporated herein in its entirety by reference. The Option is not an “incentive stock option” as defined in Section 422 of the Internal Revenue Code.
2. Definitions . All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise specifically provided herein.
3. Option Term . The Option shall commence on the Grant Date and terminate on the date immediately prior to the eighth (8 th ) anniversary of the Grant Date. The period during which the Option is in effect and may be exercised is referred to herein as the “ Option Period .”
4. Number of Shares of Stock and Option Price . The number of shares of Stock subject to this Option is 65,217. The “ Option Price ” per share of Stock is $16.17, which is the “ Fair Market Value ,” as defined in the Plan, per share of Stock on the Grant Date.
5. Vesting . This Option may be exercised for the total number of shares of Stock subject to this Option in accordance with the “ Vesting Dates ” as follows: 25% on the first anniversary of the Grant Date, and 25% on each of the second, third and fourth anniversaries of the Grant Date, provided that the Optionee is continuously providing Services to the Company or a Company Affiliate through the applicable Vesting Date. The shares of Stock may be purchased at any time after they become vested, in whole or in part, during the Option Period; provided, however, the Option may only be exercisable to acquire whole shares of Stock. The right of exercise provided herein shall be cumulative so that if the Option is not exercised to the maximum extent permissible after vesting, the vested portion of the Option shall be exercisable, in whole or in part, at any time during the Option Period.
6. Method of Exercise . The Option is exercisable by delivery of a written notice to the Secretary of the Company, at the address for notices to the Company provided below, signed by the Optionee, specifying the number of shares of Stock to be acquired on, and the effective date of, such exercise. The Optionee may withdraw notice of exercise of this Option, in writing, at any time prior to the close of business on the business day preceding the proposed exercise date. In this Award, the Committee has determined that the Optionee may elect to have withheld from the number of shares of Stock to be issued in connection with the exercise the number of shares equal to the Option Price (a cashless exercise), provided that election shall be on a form as determined by the Committee and the Committee may in its sole discretion may disapprove of such election.
7. Restrictions on Exercise . The Option may not be exercised if the issuance of such Stock or the method of payment of the consideration for such Stock would constitute a violation of any applicable federal or state securities or other laws or regulations, including any laws or regulations or Company policies respecting blackout periods, or any rules or regulations of any stock exchange on which the Stock may be listed.
8. Termination of Employment . Voluntary or involuntary termination of the Optionee as an Employee of the Company and its Affiliates or any successor thereto shall affect Optionee’s rights under the Option as provided in Section 9 of the Plan.
9. Independent Legal and Tax Advice . Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Stock acquired thereby.
10. No Rights in Stock . Subject to the terms of the Plan, Optionee shall have no rights as a stockholder until the Optionee becomes the record holder of such Stock.
11. Investment Representation . Optionee will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with any federal or state securities law. Moreover, any stock certificate for any Stock issued to Optionee hereunder may contain a legend restricting their transferability as determined by the Company in its discretion. Optionee agrees that Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of Stock hereunder to comply with any law, rule or regulation that applies to the Stock subject to the Option.
12. No Guarantee of Employment or Services . The Option shall not confer upon Optionee any right to continued employment or Services with the Company or any Company Affiliate.
13. Withholding of Taxes . The Option is subject to and the Company shall have the right to take any action as may be necessary or appropriate to satisfy any federal, state, or local (foreign and domestic) tax and withholding obligations upon exercise of the Option. The Committee has determined in connection with this Award, the Participant who is an Employee may elect to have the Company withhold that number of shares of Stock otherwise deliverable to the Participant upon the exercise of the Option or to deliver to the Company a number of shares of Stock, in each case, having a Fair Market Value on the date of exercise equal to the minimum amount required to be withheld for taxes as a result of such exercise. The election must be made in writing and must be delivered to the Company prior to the date of exercise. If the number of shares so determined shall include a fractional share, the Participant shall deliver cash in lieu of such fractional share. All elections shall be made in a form approved by the Committee and shall be subject to disapproval, in whole or in part by the Committee.
14. General .
(a) Notices . All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another. Notices shall be effective upon receipt.
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Par/Incentive Compensation/Nonstatutory Stock Option Agreement/2015 01-05 Israel, Joseph
(b) Nontransferability of Option . The Option granted pursuant to this Agreement is not transferable other than by will or by the laws of descent and distribution or by a qualified domestic relations order (as defined in Section 4l4(p) of the Internal Revenue Code). The Option will be exercisable during Optionee’s lifetime only by Optionee or by Optionee’s legal representative in the event of Optionee’s Disability. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Optionee.
(c) Amendment and Termination . No amendment, modification or termination of the Option or this Agreement shall be made at any time without the written consent of Optionee and Company.
(d) No Guarantee of Tax Consequences, Legal Consult . The Company and the Committee make no commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under the Option. The Optionee has been advised and been provided the opportunity to obtain independent legal and tax advice regarding this Award including, without limitation, with respect to the grant and exercise of the Option and the disposition of any Stock acquired thereby.
(e) Severability . In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had not been included herein.
(f) Supersedes Prior Agreements . This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Optionee regarding the grant of the Options covered hereby.
(g) Governing Law . The Option shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Delaware law and venue shall be in Harris County, Texas.
15. Counterparts : This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
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Par/Incentive Compensation/Nonstatutory Stock Option Agreement/2015 01-05 Israel, Joseph
IN WITNESS WHEREOF, the Company, as of the Grant Date has caused this Agreement to be executed on its behalf by its duly authorized officer and Optionee has hereunto executed this Agreement as of the same date.
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PAR PETROLEUM CORPORATION |
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| By: | /s/ Christopher Micklas | |
| Name: | Christopher Micklas | |
| Title: | Chief Financial Officer | |
|
OPTIONEE: |
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| /s/ Joseph Israel | ||
|
Signature |
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|
|
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| Name: | Joseph Israel | |
| Address: | 800 Gessner Rd., Ste. 875 | |
| Houston, TX 77024 | ||
4
Par/Incentive Compensation/Nonstatutory Stock Option Agreement/2015 01-05 Israel, Joseph