Exhibit 10.1


    Exhibit 10.1

    
      
        

      



    NON-EMPLOYEE
      DIRECTOR 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 [ ]
      (“Non-Employee Director”) as an “Other Stock-Based Award” 2,420 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”). 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, Non-Employee
      Director 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)
      25% on each of April 30, 2006, June 30, 2006, September 30, 2006 and December
      31, 2006, (ii) Non-Employee Director’s date of death, (iii) a Change in Control,
      or (iv) Non-Employee Director’s “disability” (as defined in Internal Revenue
      Code section 409A(a)(2)(C)) (the “Vesting Date”). Should the Non-Employee
      Director be removed or resign from the Board prior to reaching age 70, all
      unvested RSUs shall be immediately forfeited. No RSUs shall be forfeited in
      the
      event that Non-Employee Director resigns from the Board when he reaches age
      70
      or thereafter if the Nominating and Corporate Governance Committee allows him
      to
      continue serving on the Board. 

     

    4.  Establishment
      of Accounts.
      Company
      shall maintain an appropriate bookkeeping record (the “RSU Account”) that from
      time to time will reflect the Non-Employee Director’s name and the number of
      RSUs credited to Non-Employee Director.

     

    5.  Dividends.
      As of
      each date that cash dividends are paid with respect to Common Stock, to the
      extent that Non-Employee Director has any outstanding RSUs credited to his
      RSU
      Account, Non-Employee Director shall receive cash equal to the dollar amount
      of
      dividends paid per share of Common Stock multiplied by the number of RSUs
      credited to Non-Employee Director’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 Non-Employee Director has any outstanding RSUs credit
      to his RSU Account, Non-Employee Director shall receive Common Stock equal
      to
      the number of shares distributed per share of Common Stock multiplied by the
      number of RSUs credit to Non-Employee Director’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 Non-Employee Director 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.
      As of
      the Vesting Date, one share of Common Stock for each vested RSUs in the
      Non-Employee Director’s RSU Account, along with any stock dividends deposited
      therein pursuant to Paragraph 5, shall be transferred to such Non-Employee
      Director as soon as administratively feasible, but not later than sixty (60)
      days following the Vesting Date.

     

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


     

    9.  Change
      in Control.
      In the
      event of a Change in Control, all RSUs shall become 100% vested; provided,
      however, payment shall not be made upon a Change in Control unless such Change
      of Control also constitutes a change of control event under section 409A of
      the
      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
      Non-Employee Director 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 Non-Employee Director 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 Non-Employee
      Director, Non-Employee Director 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
      Non-Employee Director 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 Non-Employee Director.
      No
      amendment or termination of the Plan will adversely affect the rights,
      privileges and option of Non-Employee Director under the RSU Grant without
      the
      written consent of Non-Employee Director except as the Committee may deem
      necessary or advisable to prevent adverse tax consequences to Non-Employee
      Director 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.  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.

     

    15.  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.

     

    “NON-EMPLOYEE
      DIRECTOR”

     

    


     

     

    By:

     

    Printed
      Name: [
      ]