exv10w20



 






EXHIBIT 10.20






2006 MANAGEMENT DISCRETIONARY BONUS PLAN



1. Establishing a Pool of Money for Payment of Management Bonuses



The Company’s 2006 financial goals are based on the Company’s 2006 budget. The Company will accrue
funds for the payment of bonuses throughout the year, but the achievement of a minimum pre-tax
level of earnings generally will be required before any bonuses will be paid under this Plan. If
Company financial performance exceeds this minimum earnings level, the accrual will be increased
until the accrual equals the full amount budgeted for the payment of management bonuses in the 2006
Budget. Thereafter, additional funds may be accrued based on an assessment by the Administrative
Committee and the Compensation Committee of the Board of Directors of anticipated Company
performance and other factors which they deem appropriate. The financial targets are subject to
change based on the acquisition or divestiture of significant assets or other matters, as the
Compensation Committee shall determine.




2. Criteria for Bonuses



While the amount accrued for the payment of bonuses increases with increases in earnings, this Plan
is not a profit sharing plan. Annual cash bonuses awarded to plan participants are based on an
evaluation of the participant’s individual performance and accomplishments, and contributions to
the achievement of business unit strategies and goals. They are also based on an evaluation of the
participant’s commitment to the Company’s core values and contributions to the achievement of the
Company’s 2006 goals for: (1) pre-tax earnings, cash flow and capital expenditures; (2) renovating
and placing into service the crude oil pipeline that we acquired in 2005; (3) refinery utilization;
(4) compliance with low sulfur diesel standards; (5) maximizing the synergies associated with the
Dial Oil Co. acquisition; (6) maintenance of our Sarbanes-Oxley 404 compliance status; and (7)
strategic growth of the Corporation.




3. Procedure for Setting Bonuses



For participants who are not executive officers, supervisors shall recommend, at year-end, to the
SBU and department heads the amount of bonus to be paid to each plan participant. The bonus
recommended is within the sole discretion of the participant’s supervisor. A listing of the
participant’s goals, accomplishments and deficiencies shall be included with the supervisor’s
recommendations.



The SBU heads and department heads shall review and modify as appropriate these supervisors’
recommendations and shall then recommend the amount of bonuses to be paid to the Administrative
Committee. The Administrative Committee shall review and approve these recommendations. Any
proposed changes by the Administrative Committee shall be


 









 






discussed with the SBU and division
heads. The amount of the bonus paid to all such participants is within the sole discretion of the
Administrative Committee.



The President and CEO shall recommend to the Compensation Committee of the Board of Directors the
amount of bonuses to be paid to the Company’s executive officers other than themselves. The
Compensation Committee shall review and approve the bonuses to be paid to such executive officers
and shall also set the bonuses for the President and CEO. The amount of bonuses paid to these
officers is within the sole discretion of the Committee.



Any participant who is dissatisfied with a bonus may appeal the decision by submitting a written
notice with reasons to the Administrative Committee within five days of being advised of the amount
of the bonus. Decisions by the Administrative Committee and Compensation Committee on the amount
of bonus to be paid to a participant, or concerning the administration, eligibility,
interpretation, decision on appeal, or any other aspect of this Plan, shall be final and
conclusive.




4. Payment of Bonuses



Bonuses awarded shall be paid as soon as reasonably practical after year-end, but in no event no
later than March 15, 2007. To receive a bonus, a participant must be employed by the Corporation at
the time the bonus is paid. A participant shall forfeit any right to receive a bonus and any bonus
awarded but not already paid if such participant’s employment is terminated for any reason,
voluntarily or involuntarily, prior to the payment date.




5. Other Bonus Information



All eligible participants in the 2006 Bonus Plan will be provided with a copy of this document. If
a participant receives a bonus under any other bonus program, that bonus payout will be deducted
from any payment awarded under this Plan.



Employees hired after January 1, 2006 who have been approved for inclusion in advance by the
Administrative Committee are also eligible to participate in this Plan.



The Board of Directors reserves the right, in its sole discretion, to amend, modify or eliminate
this Plan or its application or administration, in whole or in part, in future years.



The Administrative Committee is comprised of the Chief Executive Officer and President.