exv10w16







Exhibit
10.16


FIRST AMENDMENT TO

PERFORMANCE SHARE UNIT AGREEMENT(S)




     THIS FIRST AMENDMENT (the “First Amendment”) to Performance Share Unit Agreement(s) is dated
                    , 2008, to be effective as of the date(s) indicated herein, and is made by and between
HOLLY CORPORATION, a Delaware corporation (the “Company”), and                      (the “Employee”).



W I T N E S S E T H:




     WHEREAS, the Company granted Employee performance share unit awards in 2006 and/or 2007, as
applicable (the “Award(s)”), under the Company’s Long-Term Incentive Compensation Plan, and the
Company and the Employee previously entered into a Performance Share Unit Agreement governing each
such Award (each, an “Agreement”);



     WHEREAS, Section 13 of the Agreement(s) provides that the Agreement(s) may be amended in
writing by the Company and the Employee; and



     WHEREAS, the Company and the Employee have determined that it is desirable to amend the
Agreement(s), in accordance with the final regulations promulgated under section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), to ensure that, to the extent subject to
Code section 409A, the payments and other benefits provided under the Agreement(s) comply therewith
and to avoid the imposition of any adverse tax consequences under section 409A of the Code.



     NOW, THEREFORE, the Agreement(s) shall be amended as set forth below, such amendments to be
effective, with respect to each Award, as of the date of grant specified in the Agreement governing
each such Award:



     1. Section 3(c)(viii) of the Agreement(s) shall be amended in its entirety as set forth below:




     (viii) “Adverse Change” shall mean, without the express written
consent of the Employee, (A) a material change in the geographic
location at which the Employee is required to work regularly, (B) a
material reduction in duties of the type previously performed by the
Employee, or (C) a material reduction in the Employee’s base
compensation (other than bonuses and other discretionary items of
compensation) that does not apply generally to employees of the
Company or its successor. Employee shall provide notice to the
Company of the event alleged to constitute an Adverse Change within
ninety (90) days of the occurrence of such event, and the Company
shall be given the opportunity to remedy the alleged Adverse Change
within thirty (30) days from receipt of such notice.



 









 





     2. A new Section 17 shall be added to the Agreement(s) and shall read as follows:




     17. Compliance with Section 409A of the Code. This
Agreement is intended to comply and shall be administered in a
manner that is intended to comply with Section 409A of the Code and
shall be construed and interpreted in accordance with such intent.
Payment under this Agreement shall be made in a manner that will
comply with Section 409A of the Code, including regulations or other
guidance issued with respect thereto, except as otherwise determined
by the Committee. The applicable provisions of Section 409A of the
Code are hereby incorporated by reference and shall control over any
contrary provisions herein that conflict therewith.



     NOW, THEREFORE, be it further provided that, except as set forth above, the Agreement(s) shall
continue to read in their current state.



[Signature Page Follows]




 









 





     IN WITNESS WHEREOF, the Company has caused the execution hereof by its duly authorized officer
and the Employee has agreed to the terms and conditions of this First Amendment, effective as of
the date(s) specified herein.



	 	 	 	 	 	 	 
	 	 	HOLLY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	Date:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Date: