EX-10.3


 Exhibit 10.3 

PAR PETROLEUM CORPORATION 
 AWARD
OF RESTRICTED STOCK UNITS 
 (Canada) 

In this Award, Par Petroleum Corporation (the “Company”) grants
[            ] (the “Participant”), an Employee, Restricted Stock Units (“RSUs”) which upon becoming
“Vested” (as provided below), on the applicable “Vesting Date” (as defined below), will entitle the Participant to receive the number of shares of Stock equal to the number of RSUs granted hereunder that have become
vested on that date. All terms and conditions of the RSUs and Stock that may be issued are granted under and governed by the terms of the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Plan”) and this
Award. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan. 
  

	 	1.	The “Date of Grant” is                     . 


 

	 	2.	The total number of RSUs granted is                     . 


 

	 	3.	The Vesting Dates for the RSUs granted in this Award are as follows: 

 Subject to
Item 4 below, Participant shall not become vested in any of the RSUs granted unless he or she is continually employed with Company or an Affiliate from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer,
exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any RSUs until such RSUs become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse on
the following applicable dates (each a “Vesting Date”): as to one quarter (1/4) of the RSUs on             , 2016 and an additional one quarter (1/4) of
the Restricted Stock on each anniversary of [Date] until the RSUs are 100% Vested. The RSUs as to which such restrictions so lapse are referred to as “Vested.”  

 

	 	4.	Other Vesting Events are as follows: 

 Notwithstanding the foregoing vesting
criteria in item 3, the RSUs that have not been previously forfeited will be Vested upon the date of the occurrence of any one of the following “Vesting Events”, on the date of the Vesting Event: (a) Participant’s
termination of employment with the Company and its Affiliates due to death or Disability, (b) the Participant’s termination of employment by the Company and its Affiliates without Cause, or (c) upon a Change in Control. The date of
the occurrence of one of the Vesting Events shall be the Vesting Date for purposes of this Award so long as the Participant has been continuously employed with the Company or a Company Affiliate from the Date of the Grant through the date of the
Vesting Event. 
  

	 	5.	Other Terms and Conditions: 

 (a) No Fractional Shares. All provisions of this
Award concern whole shares of Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if
it is 0.5 or more. 






 (b) Not an Employment or Service Agreement. This Award is not an employment
agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide services to the Company or any of its Affiliates. 

(c) Code Section 409A. To the extent that this Award of RSUs is deferred compensation subject to Code Section 409A,
this Award is intended and will be interpreted to comply with the requirements of Code Section 409A, and the Committee shall use the applicable definitions from Code Section 409A in the administration of this Award, such as a more
restrictive definition of Change in Control to comply with Code Section 409A to the extent that it is required and a termination of employment shall mean a Separation from Service (as defined below). To the extent required by Code
Section 409A, if the Participant is Specified Employee (as defined below), a distribution on account of a Separation from Service may not be made before the date which is the first business day that is six months after the date of the
Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). For purposes of the foregoing, the terms “Separation from Service” and “Specified
Employee,” shall be defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be
necessary to comply with any requirements of Section 409A of the Code that are applicable to this Award. To the extent that this Award is subject to Code Section 409A, the Committee shall not have any discretion otherwise provided in this
Plan to the extent such discretion is prohibited under Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or substitute under Section 25. In addition, if this Award is
subject to Code Section 409A, the Committee may interpret or amend this Award to comply with Code Section 409A without the Participant’s consent even if such amendment would have an adverse effect on this Award. 

(d) Independent Tax Advice and Acknowledgments. The Participant acknowledges he or she has been advised to consult his or her
tax advisor with respect to this Award and the tax consequences of this Award and any payments hereunder. None of the Company, any Company Affiliate nor any officer, director, employee, shareholder or any agent of any of them guarantees or is
responsible for the tax consequences to a Participant with respect to this Award under the Plan and the administration of this Award and Plan, including without limitation, any excise or penalty tax or interest under Code Section 409A.
Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Award. 

(e) This Award supersedes and replaces all prior agreements and understandings, oral or written, between the Company, Texadian
Energy Canada Limited, or any of their Affiliates and the Participant regarding this Award and the RSUs and by his or her signature below the Participant acknowledges the same. 

  
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 (f) The Committee has determined in connection with this Award that the
Participant may elect to have the Company withhold that number of shares of Stock otherwise deliverable to the Participant when the RSUs become Vested or to deliver to the Company a number of shares of Stock, in each case, having a Fair Market Value
on the date of Vesting equal to the minimum amount required to be withheld for taxes as a result of such exercise. The election must be made in writing and must be delivered to the Company prior to the date of Vesting. If the number of shares so
determined shall include a fractional share, the Participant shall deliver cash in lieu of such fractional share. All elections shall be made in a form approved by the Committee and shall be subject to disapproval, in whole or in part by the
Committee. 
 The RSUs granted hereunder and the issuance of the Stock will be subject to all applicable federal, state and local taxes
domestic and foreign and withholding requirements (including, without limitation, any withholding required under any other employee benefit plan maintained by the Company or a Company Affiliate). The Participant hereby agrees to accept as binding,
conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Award. 

 

			
	PARTICIPANT:
		
	Signature:		  



 
			
	Date:		  

	
	PAR PETROLEUM CORPORATION
		
	By:		  

			  

	Date:		  




  
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