exv10w10







Exhibit 10.10




FIRST AMENDMENT

TO RESTRICTED STOCK UNIT AGREEMENT




     THIS FIRST AMENDMENT (the “First Amendment”) to Restricted Stock Unit Agreement is effective
May 11, 2006 (the “Effective Date”) and is made by and between HOLLY CORPORATION, a Delaware
corporation (the “Company”), and                      (the “Director”).



W
I T N E S S E
T H:




     WHEREAS, pursuant to that certain Restricted Stock Unit Agreement dated May 11, 2006 (the
“Agreement”), the Company granted Director an award of Restricted Stock Units;



     WHEREAS, Section 13 of the Agreement provides that the Agreement may be amended if both the
Company and the Director consent in writing; and



     WHEREAS, the Company and the Director have determined that it is desirable to amend the
Agreement, 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 comply therewith and to
avoid the imposition of any adverse tax consequences under section 409A of the Code.



     NOW, THEREFORE, the Agreement shall be amended as of the Effective Date as set forth below:



     1. Section 2 of the Agreement shall be amended in its entirety to read as follows: 2.




     2. Account




     (a) The Company shall credit to a bookkeeping account (the “Account”)
maintained by the Company for the Director’s benefit the Restricted Stock Units,
each of which shall be deemed to be the equivalent of one Share.




     (b) In the event the Company declares and pays a dividend in respect of its
outstanding Shares and, on the record date for such dividend, the Director holds
Restricted Stock Units granted pursuant to this Agreement that have not been
settled, the Company shall pay to the Director an amount in cash equal to the cash
dividends the Director would have received if the Director were the beneficial owner
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended), as of such record date, of the number of Shares related to the portion of
the Director’s Restricted Stock Units that have not been settled as of such record
date, such payment to be made on or promptly following the date that the Company
pays such dividend; provided that in no event shall a dividend equivalent payment
provided pursuant to this Section 2(b) be made later than 30 days following the date
on which the Company pays any such dividend.



 









 





     2. The last paragraph of Section 3 of the Agreement shall be amended in its entirety

to read as follows:




For these purposes, the term “Person” shall mean an individual, corporation, association,
joint stock company, business trust or other similar organization, partnership, limited
liability company, joint venture, trust, unincorporated organization or government or
agency, instrumentality or political subdivision thereof. The term “Group” shall have the
meaning set forth in Treasury Regulation Section 1.409A-3(i)(5)(v)(B), or any successor
thereto in effect at the time a determination of whether a Change in Control has occurred is
being made. In addition, the provisions of Section 318(a) of the Code regarding the
constructive ownership of stock will apply to determine stock ownership; provided, that
stock underlying unvested options (including options exercisable for stock that is not
substantially vested) will not be treated as owned by the individual who holds the option.



     3. Section 4 of the Agreement shall be amended in its entirety to read as follows:




     4. Payment of Restricted Stock Units.




     (a) The Company shall make a lump sum payment in Shares to the Director (or, as
applicable, to the Director’s Beneficiary) equal to the number of vested Restricted
Stock Units credited to the Account, as of the earlier of: (i) in the month
following the Director’s cessation of service as a member of the Board for any
reason, (ii) within 30 days following the death of the Director, (iii) within 30
days following a Change in Control, or (iv) on the third anniversary of the Date of
Grant.




     (b) The Director may elect to change the payment event set forth in clause (iv)
of paragraph (a) of this Section 4 by written notice to the Company, on such form as
prescribed by the Committee, and, except as provided in paragraph (c) of this
Section 4, in accordance with the following requirements of Treasury Regulation
Section 1.409A-2(b)(l):




     (i) The election will not take effect for at least 12 months after the
date on which the election is made (i.e., the election must be made at least
12 months in advance of the payment date being elected);




     (ii) The new payment event must be at least five years after the

date the payment would have otherwise been made to the Director; and




     (iii) The election must be made not less than 12 months before the date
the payment is otherwise scheduled to be paid.



 









 






     (c) Upon a person becoming a Director for the first time, an election to change
the payment event set forth in clause (iv) of paragraph (a) of this Section 4 may be
made within 30 days following the Date of Grant pursuant to Treasury Regulation
Section 1.409A-2(a)(7); provided, however, that the election will not be applicable
to the portion of the Restricted Stock Units, if any, with respect to which the
3-month vesting period begins prior to the date the election is made.



     4. Section 16 of the Agreement shall be amended in its entirety to read as follows:




     16. 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 shall
continue to read in its current state.



[Signature Page Follows]





 









 








     IN WITNESS WHEREOF, the Company has caused the execution hereof by its duly authorized officer
and the Director has agreed to the terms and conditions of this First Amendment, effective as of
the Effective Date.



	 	 	 	 	 
	 	 	HOLLY CORPORATION
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	DIRECTOR:

	 
	 	 	 	 
	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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