1
EXHIBIT 10.10
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Agreement") is
entered into as of October 28, 1998, by and between ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
("Employee"), and Tesoro Petroleum Corporation, a Delaware corporation (the
"Company").
Recitals:
A. The Company and Employee are parties to an Employment Agreement
dated December 14, 1994, including all amendments and restatements thereto
prior to the date hereof (the "Prior Agreement").
B. The Company wishes to continue the employment of Employee as its
Executive Vice President, General Counsel and Secretary; as such, Employee
shall have certain responsibilities and shall receive certain compensation and
benefits.
C. Employee and the Company wish to formalize the continuation of this
employment relationship by amending and restating the Prior Agreement,
including extending its term, and by setting forth certain additional
agreements between Employee and the Company.
THE PARTIES AGREE AS FOLLOWS:
1. Employment and Duties. During the term of this Agreement, the
Company agrees to employ Employee as Executive Vice President, General Counsel
and Secretary, and Employee agrees to serve the Company in such capacity on the
terms and subject to the conditions set forth in this Agreement. Employee shall
devote substantially all of his business time, energy and skill to the affairs
of the Company as the Company, acting through its Board of Directors or its
Chief Executive Officer, shall reasonably deem necessary to discharge
Employee's duties in such capacity. Employee may participate in social, civic,
charitable, religious, business, educational or professional associations, so
long as such participation would not materially detract from Employee's ability
to perform his duties under this Agreement. Employee shall not engage in any
other business activity during the term of this Agreement without the prior
written consent of the Company, other than the passive management of Employee's
personal investments or activities which would not materially detract from
Employee's ability to perform his duties under this Agreement.
2. Compensation.
(a) Salary; Withholding. During the term of this Agreement, the
Company shall pay Employee a base salary of $350,000 per year, payable in
arrears in equal bi-weekly installments ("Base Salary"). The parties shall
comply with all applicable withholding requirements in connection with all
compensation payable to Employee. The Company's Board of Directors may, in its
sole discretion, review and adjust upward Employee's Base Salary from time to
time,
2
but no downward adjustment in Employee's Base Salary may be made during the
term of this Agreement.
(b) Annual Incentive Plan. The Company shall maintain an Annual
Incentive Compensation Plan for executive officers in which the Employee shall
be entitled to participate in a manner consistent with his position with the
Company and the evaluations of his performance by the Board of Directors or any
appropriate Committee thereof.
(c) Stock Options and Other Incentive Grants. The Employee shall be
entitled to receive stock options and restricted stock and other long-term
incentive plan grants under the Company's plans in effect from time to time, if
any, commensurate with his position with the Company and the evaluations of his
performance by the Board of Directors or any appropriate committee thereof.
(d) Flexible Perquisites Arrangement. The Employee shall receive
annually a stipulated amount of $20,000 which will be expended by the Company
on behalf of the Employee or paid to the Employee, at the Employee's election,
to cover various business-related expenses such as monthly dues for country,
luncheon or social clubs, automobile expenses and financial and tax planning
expenses. The Employee may elect at any time by written notice to the Company
to receive any of such stipulated amount which has not been paid to or on
behalf of the Employee. In addition, the Company will pay on behalf of the
Employee up to $15,000 to pay an initiation fee or fees for a country, luncheon
or social club or clubs and will pay directly to the Employee an amount equal
to 65 percent of the amount so paid on the Employee's behalf to offset the
applicable income tax expense to the Employee. In addition, the Company will
pay additional initiation fees and reimburse the Employee for related tax
expenses to the extent the Board of Directors or a duly authorized committee
thereof determines such fees are reasonable and in the best interest of the
Company.
(e) Other Benefits. Employee shall be eligible to participate in and
have the benefits under the terms of all life, accident, disability and health
insurance plans, pension, profit sharing, incentive compensation and savings
plans and all other similar plans and benefits which the Company from time to
time makes available to its management executives, including, without
limitation, those listed on Exhibit A, in the same manner and at least at the
same participation level as other senior management executives.
3. Business Expenses. The Company shall promptly reimburse Employee
for all appropriately documented, reasonable business expenses incurred by
Employee in accordance with Company policies.
4. Term. This Agreement shall commence effective as of October 28,
1998, and, if not terminated earlier as herein provided, shall terminate on the
second anniversary date hereof, provided that, if the Company has not given a
notice of termination of employment in accordance with the following sentence,
the term of the Employee's employment hereunder shall automatically be extended
for an additional year on each anniversary date of this Agreement.
Notwithstanding the foregoing, the Company, at any time, may give the Employee
a notice of
-2-
3
termination of the Employee's employment under this Agreement by delivering to
the Employee a written notice to such effect. The termination of employment of
the Employee shall be effective 30 days after such notice by the Company. If a
notice of termination of employment is given in accordance herewith, the
Employee shall be deemed to have been involuntarily terminated by the Company
without cause for purposes hereof and the Employee shall be entitled to the
benefits provided in Section 5 (or Section 9 as applicable) of this Agreement.
5. Termination by the Company Without Cause, Termination by Employee
for "Good Reason." The Company may, by delivering 30 days prior written notice
to Employee, terminate Employee's employment at any time without cause, and the
Employee may, by delivering 30 days prior written notice to the Company,
terminate Employee's employment for "Good Reason," as defined below. If such
termination without cause or for Good Reason occurs, Employee shall be entitled
to receive a lump-sum payment equal to the sum of (a) two times the sum of (i)
his Base Salary at the then current rate and (ii) the sum of the target bonuses
under all of the Company's incentive bonus plans applicable to Employee for the
year in which the termination occurs and (b) if termination occurs in the
fourth quarter of a calendar year, the sum of the target bonuses under all of
the Company's incentive bonus plans applicable to Employee for the year in
which the termination occurs prorated daily based on the number of days from
the beginning of the calendar year in which the termination occurs to and
including the date of termination. Employee shall also receive all earned but
unpaid bonuses for the year prior to the year in which the termination occurs
and shall receive (i) for a period of two years following termination of
employment, continuing coverage and benefits comparable to all life, health and
disability insurance plans which the Company from time to time makes available
to its management executives and their families, (ii) a lump-sum payment equal
to two times the stipulated flexible perquisites amount pursuant to Section
2(d), and (iii) two years additional service credit under the current
non-qualified supplemental pension plans, or successors thereto, of the Company
applicable to the Employee on the date of termination. All unvested stock
options held by Employee on the date of the termination shall become
immediately vested and all restrictions on restricted stock then held by the
Employee shall terminate. For purposes of this Section 5 and Section 8, the
provisions of such sections shall not apply to awards under the 1998
Performance Incentive Compensation Plan.
For purposes of this Section 5, "Good Reason" shall mean the
occurrence of any of the following events:
(a) Removal, without the consent of Employee in writing, from one or
more of the offices Employee holds on the date of this Agreement or a material
reduction in Employee's authority or responsibility but not termination of
Employee for "cause," as defined below; or
(b) The Company otherwise commits a material breach of this Agreement.
The Company shall pay any attorney fees incurred by Employee in
reasonably seeking to enforce the terms of this Section 5.
-3-
4
6. Termination upon Death or Disability. If the Employee's employment
is terminated because of death or on account of his becoming permanently
disabled (as defined below), the Employee, or his estate, if applicable, shall
be entitled to receive the Employee's Base Salary earned pro rata to the date
of his termination of employment, plus all earned but unpaid bonuses for the
year prior to the year in which the termination occurs. All unvested stock
options held by the Employee on the date of termination shall become
immediately vested and all restrictions on restricted stock held by the
Employee shall terminate.
For purposes of this Agreement, Employee shall be deemed to be
"permanently disabled" if Employee shall be considered to be permanently and
totally disabled in accordance with the Company's Long-Term Disability Income
Plan. If there should be a dispute between the Company and Employee as to
Employee's physical or mental disability for purposes of this Agreement, the
question shall be settled by the opinion of an impartial reputable physician or
psychiatrist agreed upon by the parties or their representatives, or if the
parties cannot agree within ten calendar days after a request for designation
of such party, then a physician or psychiatrist shall be designated by the San
Antonio, Texas Medical Association. The parties agree to be bound by the final
decision of such physician or psychiatrist.
7. Termination by the Company for Cause. The Company may terminate
this Agreement at any time if such termination is for "cause," as defined
below, by delivering to Employee written notice describing the cause of
termination 30 days before the effective date of such termination and by
granting Employee at least 30 days to cure the cause. In the event the
employment of Employee is terminated for "cause," Employee shall be entitled
only to his Base Salary earned pro rata to his date of termination, with no
entitlement to any base salary continuation payments or benefit continuation
(except as specifically provided by the terms of an employee benefit plan of
the Company). Except as otherwise provided in this Agreement, the determination
of whether Employee is terminated for "cause" shall be made by the Board of
Directors of the Company, in the reasonable exercise of its business judgment,
and shall be limited to the occurrence of the following events:
(a) Conviction of or a plea of nolo contendere to the charge of a
felony (which, through lapse of time or otherwise, is not subject to appeal);
(b) Willful refusal without proper legal cause to perform, or gross
negligence in performing, Employee's duties and responsibilities;
(c) Material breach of fiduciary duty to the Company through the
misappropriation of Company funds or property; or
(d) The unauthorized absence of Employee from work (other than for
sick leave or disability) for a period of 30 working days or more during a
period of 45 working days.
8. Voluntary Termination by Employee. Employee may terminate this
Agreement at any time upon delivering 30 days written notice to the Company. In
the event of such voluntary termination other than for "Good Reason," as
defined above, Employee shall be
-4-
5
entitled to his Base Salary earned pro rata to the date of his resignation,
plus unpaid bonuses for the year prior to the year in which the termination
occurs, but no base salary continuation payments or benefits continuation
(except as specifically provided by the terms of an employee benefit plan of
the Company). On or after the date the Company receives notice of Employee's
resignation, the Company may, at its option, pay Employee his Base Salary
through the effective date of his resignation and terminate his employment
immediately.
9. Termination Following Change of Control. Notwithstanding anything
to the contrary contained herein, should Employee at any time within two years
of a change of control cease to be an employee of the Company (or its
successor), by reason of (i) involuntary termination by the Company (or its
successor) other than for "cause" (following a change of control, "cause" shall
be limited to the conviction of or a plea of nolo contendere to the charge of a
felony (which, through lapse of time or otherwise, is not subject to appeal),
or a material breach of fiduciary duty to the Company through the
misappropriation of Company funds or property), or (ii) voluntary termination
by Employee for "good reason upon change of control" (as defined below), the
Company (or its successor) shall pay to Employee within ten days of such
termination the following severance payments and benefits:
(a) A lump-sum payment equal to three times the Base Salary at the
then current rate;
(b) A lump-sum payment equal to the sum of (i) three times the sum of
the target bonuses under all of the Company's incentive bonus plans applicable
to the Employee for the year in which the termination occurs or the year in
which the change of control occurred, whichever is greater, and (ii) if
termination occurs in the fourth quarter of a calendar year, the sum of the
target bonuses under all of the Company's incentive bonus plans applicable to
Employee for the year in which the termination occurs prorated daily based on
the number of days from the beginning of the calendar year in which the
termination occurs to and including the date of termination; and
(c) A lump-sum payment equal to the amount of any earned but unpaid
bonuses to which the Employee is entitled under any incentive bonus plan.
The Company (or its successor) shall also provide (i) for a period of
three years following termination of employment continuing coverage and
benefits comparable to all life, health and disability plans of the Company in
effect at the time a change of control is deemed to have occurred; (ii) a
lump-sum payment equal to three times the stipulated flexible perquisites
amount pursuant to Section 2(d); and (iii) three years additional service
credit under the current non-qualified supplemental pension plans, or
successors thereto, of the Company applicable to the Employee on the date of
termination.
The Company agrees that if remuneration or benefits of any form paid
to Employee by the Company or any trust funded by the Company during or after
his employment with the Company are excess parachute payments as defined in
Section 280G of the Internal Revenue Code of 1986, as amended ("Code"), and are
subject to the 20 percent excise tax imposed by Section 4999 of the Code, the
Company shall pay Employee a bonus no later than seven days prior to the
-5-
6
due date for the excise tax return in an amount equal to the excise tax payable
as a result of the excess parachute payment and any additional federal income
taxes (including any additional excise taxes) payable by him as a result of the
bonus, assuming that he will be subject to federal income taxes at the highest
individual margin rate. It is the intention of the parties that the bonus be
"grossed up" so that the bonus contains sufficient funds to pay the excise and
all additional federal income taxes due as a result of the bonus payment so
that Employee will suffer no detriment from the excise tax payable as a result
of the excess parachute payments.
For purposes of this Agreement, a "change of control" shall be deemed
to have occurred if (i) there shall be consummated (A) any consolidation or
merger of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company's Common Stock would be
converted into cash, securities or other property, other than a merger of the
Company where a majority of the Board of Directors of the surviving corporation
are, and for a two year period after the merger continue to be, persons who
were directors of the Company immediately prior to the merger or were elected
as directors, or nominated for election as director, by a vote of at least
two-thirds of the directors then still in office who were directors of the
Company immediately prior to the merger, or (B) any sale, lease, exchange or
transfer (in one transaction or a series of related transactions) of all or
substantially all of the assets of the Company, or (ii) the shareholders of the
Company shall approve any plan or proposal for the liquidation or dissolution
of the Company, or (iii) (A) any "person" (as such term is used in Sections
13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), other than the Company or a subsidiary thereof or any employee
benefit plan sponsored by the Company or a subsidiary thereof, shall become the
beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of
securities of the Company representing 20 percent or more of the combined
voting power of the Company's then outstanding securities ordinarily (and apart
from rights accruing in special circumstances) having the right to vote in the
election of directors, as a result of a tender or exchange offer, open market
purchases, privately negotiated purchases or otherwise, and (B) at any time
during a period of two years thereafter, individuals who immediately prior to
the beginning of such period constituted the Board of Directors of the Company
shall cease for any reason to constitute at least a majority thereof, unless
the election or the nomination by the Board of Directors for election by the
Company's shareholders of each new director during such period was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period.
For purposes of this Section 9, "good reason upon change of control"
shall exist if any of the following occurs:
(i) without Employee's express written consent, the assignment to
Employee of any duties inconsistent with the employment of Employee to the
positions set forth in Section 1, or a significant diminution of Employee's
positions, duties, responsibilities and status with the Company from those
immediately prior to a change of control or a diminution in Employee's titles
or offices as in effect immediately prior to a change of control, or any
removal of Employee from, or any failure to reelect Employee to, any of such
positions;
-6-
7
(ii) a reduction by the Company in Employee's Base Salary in effect
immediately prior to a change of control;
(iii) the failure by the Company to continue in effect any thrift,
stock ownership, pension, life insurance, health, dental and accident or
disability plan in which Employee is participating or is eligible to
participate at the time of the change of control (or plans providing Employee
with substantially similar benefits), except as otherwise required by the terms
of such plans as in effect at the time of any change of control or the taking
of any action by the Company which would adversely affect Employee's
participation in or materially reduce Employee's benefits under any of such
plans or deprive Employee of any material fringe benefits enjoyed by Employee
at the time of the change of control or the failure by the Company to provide
the Employee with the number of paid vacation days to which Employee is
entitled in accordance with the vacation policies of the Company in effect at
the time of a change of control;
(iv) the failure by the Company to continue in effect any incentive
plan or arrangement (including without limitation, the Company's Incentive
Compensation Plan and similar incentive compensation benefits) in which
Employee is participating at the time of a change of control (or to substitute
and continue other plans or arrangements providing the Employee with
substantially similar benefits), except as otherwise required by the terms of
such plans as in effect at the time of any change of control;
(v) the failure by the Company to continue in effect any plan or
arrangement with respect to securities of the Company (including, without
limitation, any plan or arrangement to receive and exercise stock options,
stock appreciation rights, restricted stock or grants thereof or to acquire
stock or other securities of the Company) in which Employee is participating at
the time of a change of control (or to substitute and continue plans or
arrangements providing the Employee with substantially similar benefits),
except as otherwise required by the terms of such plans as in effect at the
time of any change of control or the taking of any action by the Company which
would adversely affect Employee's participation in or materially reduce
Employee's benefits under any such plan;
(vi) the relocation of the Company's principal executive offices to a
location outside the San Antonio, Texas, area, or the Company's requiring
Employee to be based anywhere other than at the location of the Company's
principal executive offices, except for required travel on the Company's
business to an extent substantially consistent with Employee's present business
travel obligations, or, in the event Employee consents to any such relocation
of the Company's principal executive or divisional offices, the failure by the
Company to pay (or reimburse Employee for) all reasonable moving expenses
incurred by Employee relating to a change of Employee's principal residence in
connection with such relocation and to indemnify Employee against any loss
(defined as the difference between the actual sale price of such residence and
the fair market value thereof as determined by the highest of three appraisals
from Member Appraisal Institute-approved real estate appraisers reasonably
satisfactory to both Employee and the Company at the time the Employee's
principal residence is offered for sale in connection with any such change of
residence);
-7-
8
(vii) any material breach by the Company of any provision of this
Agreement;
(viii) any failure by the Company to obtain the assumption of this
Agreement by any successor or assign of the Company; or
(ix) any purported termination of Employee's employment by the Company
other than termination for cause fully in compliance with this Agreement and
for purposes of this Agreement, no such purported termination shall be
effective.
In the event of a change of control as "change of control" is defined
in any stock option plan or stock option agreement pursuant to which the
Employee holds options to purchase Common Stock of the Company, Employee shall
retain the rights to all accelerated vesting and other benefits under the terms
of such plans and agreements.
The Company shall pay any attorney fees incurred by Employee in
reasonably seeking to enforce the terms of this paragraph.
10. Exclusivity of Termination Provisions. The termination provisions
of this Agreement regarding the parties' respective obligations in the event
Employee's employment is terminated, are intended to be exclusive and in lieu
of any other rights or remedies to which Employee or the Company may otherwise
be entitled at law, in equity, or otherwise. It is also agreed that, although
the personnel policies and fringe benefit programs of the Company may be
unilaterally modified from time to time, the termination provisions of this
Agreement are not subject to modification, whether orally, impliedly or in
writing, unless any such modification is mutually agreed upon and signed by the
parties. Notwithstanding the foregoing, nothing in this Agreement shall be
construed to limit or modify any rights or benefits the Employee may have or be
entitled to receive under any employee benefit plan, program, strategy or
arrangement applicable to the Employee, including, without limitation, those
listed in Exhibit A.
11. Vacation. Employee shall be entitled to the greater of five weeks
vacation annually or the number of weeks annually in accordance with Company
policy as in effect from time to time. In the event Employee does not use his
entire vacation time in any year, Employee shall be entitled to carry over
unused vacation into the following year until his accrued vacation reaches six
weeks or such greater period as may be permitted under the Company's vacation
policy for management executives.
12. Nondisclosure. During the term of this Agreement and thereafter,
Employee shall not, without the prior written consent of the Board of
Directors, disclose or use for any purpose (except in the course of his
employment under this Agreement and in furtherance of the business of the
Company) confidential information or proprietary data of the Company (or any of
its subsidiaries), except as required by applicable law or legal process;
provided, however, that confidential information shall not include any
information known generally to the public or ascertainable from public or
published information (other than as a result of unauthorized disclosure by
Employee) or any information of a type not otherwise considered confidential by
-8-
9
persons engaged in the same business or a business similar to that conducted by
the Company (or any of its subsidiaries).
13. Noncompetition. The Company and Employee agree that the services
rendered by Employee hereunder are unique and irreplaceable. Employee hereby
agrees that, during the term of this Agreement and for a period of one year
thereafter, he shall not (except in the course of his employment under this
Agreement and in furtherance of the business of the Company (or any of its
subsidiaries)) (i) engage in as principal, consultant or employee in any
segment of a business of a company, partnership or firm ("Business Segment")
that is directly competitive with any significant business of the Company in
one of its major commercial or geographic markets or (ii) hold an interest
(except as a holder of a less than 5 percent interest in a publicly traded firm
or mutual fund, or as a minority stockholder or unitholder in a firm not
publicly traded) in a company, partnership, or firm with a Business Segment
that is directly competitive with the Company, without prior written consent of
the Company.
14. Remedies. Employee acknowledges that irreparable damage would
result to the Company if the provisions of paragraph 12 or 13 above are not
specifically enforced and agrees that the Company shall be entitled to any
appropriate legal, equitable or other remedy, including injunctive relief, in
respect of any failure to comply with such provisions.
15. Miscellaneous.
(a) Complete Agreement. This Agreement constitutes the entire
agreement between the parties and cancels and supersedes all other agreements
between the parties which may have related to the subject matter contained in
this Agreement, including without limitation the Prior Agreement.
(b) Modification; Amendment; Waiver. No modification, amendment or
waiver of any provisions of this Agreement shall be effective unless approved
in writing by both parties. The failure at any time to enforce any of the
provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of either party thereafter to enforce
each and every provision hereof in accordance with its terms.
(c) Governing Law; Jurisdiction. This Agreement and performance under
it, and all proceedings that may ensue from its breach, shall be construed in
accordance with and under the laws of the State of Texas.
(d) Employee's Representations. Employee represents and warrants that
he is free to enter into this Agreement and to perform each of the terms and
covenants of it. Employee represents and warrants that he is not restricted or
prohibited, contractually or otherwise, from entering into and performing this
Agreement, and that his execution and performance of this Agreement is not a
violation or breach of any other agreement between Employee and any other
person or entity.
-9-
10
(e) Company's Representations. Company represents and warrants that it
is free to enter into this Agreement and to perform each of the terms and
covenants of it. Company represents and warrants that it is not restricted or
prohibited, contractually or otherwise, from entering into and performing this
Agreement, and that its execution and performance of this Agreement is not a
violation or breach of any other agreement between Company and any other person
or entity. The Company represents and warrants that this Agreement is a legal,
valid and binding agreement of the Company, enforceable in accordance with its
terms.
The Company further represents and warrants that sufficient shares are
available and will remain available under the Company's stock option plan(s) to
fund stock option awards under the Prior Agreement and under the stock option
agreement(s) entered into in connection therewith. With respect to such stock
options, the Company warrants that such plan(s) meets all of the requirements
of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended. The Company shall be in continuous compliance with all applicable
registration requirements with respect to the Company's Common Stock issued
under any such stock option agreement. Upon exercise of such stock options, all
shares subject thereto will be fully paid and non-assessable.
(f) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.
(g) Assignment. The rights and obligations of the parties under this
Agreement shall be binding upon and inure to the benefit of their respective
successors, assigns, executors, administrators and heirs, provided, however,
that neither the Company nor Employee may assign any duties under this
Agreement without the prior written consent of the other.
(h) Limitation. This Agreement shall not confer any right or impose
any obligation on the Company to continue the employment of Employee in any
capacity, or limit the right of the Company or Employee to terminate Employee's
employment.
(i) Notices. All notices and other communications under this Agreement
shall be in writing and shall be given in person or by telegraph, facsimile or
first-class mail, certified or registered with return receipt requested, and
shall be deemed to have been duly given when delivered personally or three days
after mailing or one day after transmission of a telegram or facsimile, as the
case may be, to the respective persons named below.
If to the Company: Chief Executive Officer
Tesoro Petroleum Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
-10-
11
If to the Employee: ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY: TESORO PETROLEUM CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Chairman of the Board of Directors,
President and Chief Executive Officer
EMPLOYEE: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-11-
12
Exhibit A
BENEFITS LISTING
1. Group Health Plan
2. Group Life and Accidental Death & Dismemberment Plan
3. Short Term Disability Income Plan
4. Long Term Disability Income Plan
5. Business Travel Accident Insurance Plan
6. Tesoro Petroleum Corporation Thrift/401K Plan
7. Tesoro Petroleum Corporation Retirement Plan
8. Tesoro Petroleum Corporation Amended Executive Security Plan
9. Tesoro Petroleum Corporation Funded Executive Security Plan
10. Tax Preparation and Financial Planning
