Exhibit 10.2


    Exhibit 10.2

    
      
        

      



    RESTRICTED
      STOCK UNIT GRANT

     

    PURSUANT
      TO THE TERMS OF THE

     

    AMENDED
      AND RESTATED FRONTIER OIL CORPORATION 1999 STOCK PLAN

     

    1.  Grant
      of Restricted Stock Units.
      Pursuant to the terms of Section 6(e) of the Amended and Restated Frontier
      Oil
      Corporation 1999 Stock Plan (the “Plan”), Frontier Oil Corporation (“Company”)
      hereby grants to [
      ]
      (“Grantee”) as an “Other Stock-Based Award” [ ]
      Restricted Stock Units (“RSUs”) which shall be (i) credited to the RSU Account
      (described in Paragraph 4) and (ii) subject to the terms of the Plan and this
      document. RSUs are not actual shares of Common Stock, but instead are utilized
      solely for the purpose of measuring the benefits payable under this RSU Grant.
      This grant shall be effective as of April 7, 2006 (“RSU Grant”). The purpose of
      this RSU Grant is to compensate Grantee for the impact of Company’s special
      dividend paid January 11, 2006 on Grantee’s unexercised stock options. All
      capitalized terms not defined herein shall have the meanings set forth in the
      Plan.

     

    2.  RSUs
      Are Issued Under and Are Subject to the Plan and this
      Document.
      The RSU
      Grant is granted pursuant to and to implement the Plan and is subject to the
      provisions of the Plan (which is incorporated herein by reference) and the
      provisions of this document. By acceptance of the RSU Grant, Grantee agrees
      to
      be bound by all of the terms, provisions, conditions and limitations of the
      Plan
      as implemented by the RSU Grant. All capitalized terms in the RSU Grant have
      the
      meanings set forth in the Plan unless otherwise specifically provided. All
      references to specified paragraphs pertain to paragraphs of this RSU Grant
      unless otherwise provided.

     

    3.  Vesting.
      All
      RSUs subject to this RSU Grant shall become 100% vested as of the earlier of
      (i)
      February 21, 2007, (ii) Grantee’s date of death, (iii) Grantee’s “disability”
(as defined in Internal Revenue Code (the “Code”) section 409A(a)(2)(C)) or (iv)
      Grantee’s Retirement (the “Vesting Date”). As used herein, “Retirement” means
      Grantee’s termination of employment with the Company and its Affiliates for
      reasons other than Cause on or after reaching age 63, or, if after age 55 and
      prior to age 63, with the consent of the Committee. As used herein, “Cause”
means (i) willful misconduct by Grantee in connection with the performance
      of
      his or her duties, including, without limitation, misappropriation of funds
      or
      property of the Company or its Affiliates, (ii) a criminal conviction or plea
      of
      nolo contendre or other conduct by Grantee that could reasonably be expected
      to
      result in injury to the reputation of the Company or any Affiliate or (iii)
      the
      continued, willful and deliberate nonperformance of your duties, other than
      by
      reason of a physical or mental illness or incapacity. Should Grantee’s
      employment with the Company and its Affiliates be terminated for any reason
      other than the foregoing, all unvested RSUs shall be immediately forfeited,
      unless, and to the extent, the Committee, in its sole discretion, provides
      otherwise.

     

    4.  Establishment
      of Accounts.
      The
      Company shall maintain an appropriate bookkeeping record (the “RSU Account”)
      that will reflect Grantee’s name and the number of RSUs credited to
      Grantee.

     

    5.  Dividends.
      As of
      each date that cash dividends are paid with respect to Common Stock, to the
      extent that Grantee has any outstanding RSUs credited to his RSU Account,
      Grantee shall receive cash equal to the dollar amount of dividends paid per
      share of Common Stock multiplied by the number of RSUs credited to Grantee’s RSU
      Account as of the payment date of such dividend. As of each date that stock
      dividends are paid with respect to Common Stock, to the extent that Grantee
      has
      any outstanding RSUs credit to his RSU Account, Grantee shall receive Common
      Stock equal to the number of shares distributed per share of Common Stock
      multiplied by the number of RSUs credited to Grantee’s RSU Account as of the
      payment date of such dividend. Notwithstanding the foregoing, if payment of
      such
      amounts as of the dividend payment date would subject Grantee to excise tax
      under section 409A of the Code, payment shall not be made until such time as
      payment is made under Paragraph 7 hereunder.

     

    6.  Reduction
      for Taxes.
      To the
      extent Company is required to withhold taxes for payments or distributions
      made
      as a result of this RSU Grant, Company shall be entitled to reduce the RSU
      Account by the number of shares of Common Stock sufficient to satisfy such
      withholding obligations.

     

    7.  Payment
      of Amounts in the RSU Account.
      Except
      in the case of RSUs that vest upon Retirement, one share of Common Stock for
      each vested RSU in Grantee’s RSU Account, along with any stock dividends
      deposited therein pursuant to Paragraph 5, shall be transferred to such Grantee
      as soon as administratively feasible, but not later than sixty (60) days
      following the Vesting Date. With respect to RSUs that vest upon Retirement,
      one
      share of Common Stock for each vested RSU in Grantee’s RSU Account, along with
      any stock dividends deposited therein pursuant to Paragraph 5, shall be
      transferred to such Grantee on the date that is six (6) months following
      Grantee’s “separation from service” (within the meaning of section 409A of the
      Code) from the Company.

     

    8.  Death
      Prior to Payment.
      In the
      event that Grantee dies, any transfer of Common Stock due under this document
      shall be made to Grantee’s estate within sixty (60) days following the Company’s
      notification of Grantee’s death. 

     

    9.  Change
      in Control. In
      the
      event of a Change in Control, all RSU’s shall become 100% vested; provided,
      however, payment shall not be made upon a Change in Control unless such Change
      in Control also constitutes a change of control event under section 409A of
      the
      tax Code.

     

    10.  Unfunded
      Arrangement, No Voting Rights.
      Nothing
      contained herein shall be deemed to create a trust of any kind or create any
      fiduciary relationship. This RSU Grant shall be unfunded. To the extent that
      Grantee has a right to receive Common Stock or payments from Company under
      the
      RSU Grant, such right shall not be greater than the right of any unsecured
      general creditor of Company and such right shall be an unsecured claim against
      the general assets of Company. Company shall not be required to segregate any
      assets that may at any time be represented by cash or rights thereto, nor shall
      this RSU Grant be construed as providing for such segregation, nor shall
      Company, the Board or the Committee be deemed to be a trustee of any cash or
      rights thereto to be granted under this Plan. Any liability or obligation of
      Company to any Grantee with respect to this RSU Grant shall be based solely
      upon
      any contractual obligations that may be created by this RSU Grant, and no such
      liability or obligation of Company shall be deemed to be secured by any pledge
      or other encumbrance on any property of Company. Until such time as shares
      of
      Common Stock are issued to Grantee, Grantee shall have no voting or other rights
      of a shareholder with respect to any RSU.

     

    11.  Assignability.
      No
      right to receive payment hereunder shall be transferable or assignable by
      Grantee except by will or the laws of descent and distribution or pursuant
      to a
      domestic relations order. Any attempted assignment of any benefit under this
      RSU
      Grant in violation of this Paragraph shall be null and void.

     

    12.  Amendment
      and Termination.
      No
      amendment or termination of the RSU Grant shall be made by the Board or the
      Committee at any time without the written consent of Grantee. No amendment
      or
      termination of the Plan will adversely affect the rights, privileges and option
      of Grantee under the RSU Grant without the written consent of Grantee except
      as
      the Committee may deem necessary or advisable to prevent adverse tax
      consequences to Grantee under Section 409A of the Code.

     

    13.  No
      Guarantee of Tax Consequences.
      Neither
      Company nor any Parent or Subsidiary nor the Board or Committee makes any
      commitment or guarantee that any federal or state tax treatment will apply
      or be
      available to any person eligible for the benefits under the RSU
      Grant.

     

    14.  No
      Guarantee of Employment.
      Nothing
      in this RSU Grant shall confer on Grantee the right of continued employment
      with
      the Company or its Affiliates, nor shall this RSU Grant restrict the rights
      of
      the Company or its Affiliates from terminating Grantee’s employment at any time
      for any reason.

     

    15.  Severability.
      In the
      event that any provision of the RSU Grant 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 RSU Grant, and the RSU Grant shall
      be
      construed and enforced as if the illegal, invalid, or unenforceable provision
      had never been included herein.

     

    16.  Governing
      Law.
      The RSU
      Grant shall be construed in accordance with the laws of the State of Wyoming
      to
      the extent federal law does not supersede and preempt Wyoming law.

     

    Executed
      this 7th day of April, 2006.

     

    “COMPANY”

    


    FRONTIER
      OIL CORPORATION

    


    


    


    By:

    Michael
      C. Jennings

    Executive
      Vice President & Chief Financial Officer



    


    


    Accepted
      this ____
      day of
      April, 2006.

     

    “GRANTEE”

     

    


     

    By:

     

    Printed
      Name: