Exhibit 10.1



Exhibit
10.1

 




FORM OF
RESTRICTED STOCK AGREEMENT

 

[DATE]























 



Re: Restricted
Stock Agreement (“Agreement”)




Dear      
:




I am
pleased to inform you that you have been granted shares of Restricted Stock
under the Company’s Restricted Stock Plan (the “Plan”) as follows:

   

1. Number of
Restricted Shares Granted: 

Grant
Date:

 

The
certificate for the shares of Restricted Stock will be held by the Company until
the restrictions on such shares lapse as provided herein or the shares are
forfeited and canceled.




2. Subject
to the further provisions of this Agreement, 25% of the shares of Restricted
Stock shall become vested on the first anniversary of the Grant Date, 25% of the
shares of Restricted Stock shall become vested on the second anniversary of the
Grant Date and 50% of the shares of Restricted Stock shall become vested on the
third anniversary of the Grant Date. In addition, the shares shall become 100%
vested on the date of a Change in Control.




3. In the
event your termination of Service with the Company and its Affiliates is due to
your death, your retirement or a disability for which you receive benefits under
the Company’s Long-Term Disability Plan, the shares of Restricted Stock shall be
100% vested on such termination. As used herein, “Retirement” means your
termination of employment with the Company and its Affiliates for reasons other
than Cause on or after reaching age 62 or, if after age 55 and prior to age 62,
with the written consent of the Compensation Committee of the Board
(“Committee”).




4. In the
event the Company or an Affiliate terminates your employment for any reason
other than Cause, the shares of Restricted Stock shall be 100% vested on such
termination. As used herein, Cause means (i) willful misconduct by you in
connection with the performance of your duties, including, without limitation,
misappropriation of funds or property of the Company, (ii) a criminal or civil
conviction or other conduct by you that could reasonably be expected to result
in injury to the reputation of the Company or Affiliate, and (iii) the
continued, willful and deliberate nonperformance of your duties, other than by
reason of a physical or mental illness or incapacity.




5. In the
event of your termination with the Company and its Affiliates for any reason
other than as provided in Paragraphs 3 and 4 above, the shares of Restricted
Stock shall automatically be forfeited and canceled on the date of your
termination of employment, unless and to the extent the Committee, in its
discretion, provides otherwise.




6.  The
Company shall not be required to deliver any shares to you pursuant to this
Agreement until you (or your beneficiary) have made arrangements acceptable to
the Company to satisfy the Company’s tax withholding obligations with respect to
such vested shares. The Company, in its sole discretion, may withhold a number
of shares sufficient to satisfy its tax obligations.




7. The
shares of Restricted Stock are not transferable by you, other than by will or
the laws of descent and distribution.




8. The
shares of Restricted Stock carry all voting and dividend rights; however,
dividends shall be subject to Section 6(e) of the Plan.




9. Nothing
in the Agreement shall confer any right on you to continue employment with the
Company or its Affiliates nor restrict the Company or an Affiliate from
terminating your employment for any reason.




10. The
shares of Restricted Stock are subject to the terms of the Plan, which terms are
hereby incorporated by reference. A copy of the Plan is attached hereto. In the
event of a conflict between the terms of this Agreement and the Plan, the Plan
shall be the controlling document. Notwithstanding the foregoing, terms used in
this Agreement and defined in the Plan shall have the meaning set forth in the
Plan, unless such term is defined in this Agreement.




Please
execute and return this Agreement to the undersigned. The attached copy of this
Agreement is for your records.

 

 


	 	 FRONTIER
      OIL CORPORATION	 
	 	
       
	 
	 	 By:	 
	 	 Name: 

       Title:

       
	 








	 	
      EMPLOYEE