exv10w1



 





Exhibit 10.1




[FORM]




HOLLY CORPORATION

DIRECTOR

RESTRICTED STOCK AGREEMENT




     This Restricted Stock Agreement (the “Agreement”) is made and entered into
by and between HOLLY CORPORATION, a Delaware corporation (the “Company”), and                                         (the
“Director”). This Agreement is entered into as
of the       day of                     ,       (the “Date of Grant”).



WITNESSETH:




     WHEREAS, the Company has adopted the HOLLY CORPORATION LONG-TERM INCENTIVE
COMPENSATION PLAN (the “Plan”) to attract, retain and motivate employees,
directors and consultants; and



     WHEREAS, the issuance to the Director of restricted shares under the Plan
as part of the Director’s compensation for service as a member of the Board of
Directors of the Company (the “Board”) was authorized by resolution of the
Board on November 14, 2003.



     NOW, THEREFORE, in consideration of the Director’s agreement to serve as a
member of the Board, the Director and the Company agree as follows:




     1. Grant. The Company hereby grants to the Director as of the Date
of Grant an award of       Shares (as defined in the Plan), subject
to the terms and conditions set forth in this Agreement, including,
without limitation, those described in Section 5 (the “Restricted
Shares”).




     2. Restricted Shares. The Company shall issue in the Director’s
name the Restricted Shares and such Restricted Shares shall be held for
the Director in book entry form by the Company’s transfer agent with a
notation that the shares are subject to restrictions. The Director
hereby agrees that the Restricted Shares shall be held subject to
restrictions as provided in the Agreement until such time as the
Restricted Shares become Vested Shares (as defined in Section 4 below).
The Director hereby agrees that if part or all of the Restricted Shares
are forfeited pursuant to this Agreement, the Company shall have the
right to direct the Company’s transfer agent to cancel such forfeited
Restricted Shares or, at the Company’s election, transfer such Restricted
Shares to the Company or to any designee of the Company.




     3. Rights of Director. Effective as of the Date of Grant, the
Director is a stockholder with respect to all of the Restricted Shares
granted to him pursuant to Section 1 and has all of the rights of a
stockholder with respect to all such Restricted Shares, including the
right to vote such Restricted Shares and the right to receive all
dividends and other distributions paid with respect to such Restricted
Shares; provided,



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however, that such Restricted Shares shall be subject to the
restrictions hereinafter described, including, without limitation, those
described in Section 5.




     4. Forfeiture and Expiration of Restrictions.




     (a) The Director shall forfeit to the Company all of the
Restricted Shares immediately and without any payment to the
Director whatsoever if the Director ceases to be a member of the
Board before the Annual Meeting of Stockholders of the Company in
            at which directors of the Company are elected (the “Vesting
Date”), for any reason, other than death, total and permanent
disability, or retirement, as provided in Section 4(b) below. On
and after such date, all such Restricted Shares shall be fully
vested and nonforfeitable (“Vested Shares”).




     (b) In the event of the Director’s (i) death, (ii) total and
permanent disability, as determined by the Long-Term Incentive
Compensation Plan Committee (the “Committee”) in its sole
discretion, or (iii) retirement, in accordance with the retirement
policy of the Company regarding Board members, before lapse of all
restrictions pursuant to Section 4(a) above, the Director shall be
vested with a number of the Restricted Shares equal to the number
of Restricted Shares specified in Section 1 times the percentage
that the period from the Date of Grant to the date of death,
disability or retirement bears to 1095 days and any remaining
Restricted Shares shall be forfeited; provided, however, that any
fractional shares will be forfeited to the Company. The Director
or his designated beneficiary or estate will have no right to any
Restricted Shares that remain subject to restrictions, and those
Restricted Shares will be forfeited.




     (c) In the event of a Change in Control before lapse of all
restrictions pursuant to Section 4(a) above, all restrictions
described in Section 5 shall lapse and the Restricted Shares will
become Vested Shares and the Company shall deliver a certificate or
certificates for the Vested Shares to the Director as soon as
practicable thereafter. For purposes of this Agreement, a “Change
in Control” shall occur if:




      (i) Any “Person” (as defined in Section 4(d)(i) below),
other than (1) the Company or any of its subsidiaries, (2) a
trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its
“Affiliates” (as defined in Section 4(d)(iv) below) (3) an
underwriter temporarily holding securities pursuant to an
offering of such securities, or (4) a corporation owned,
directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of
stock of the Company, is or becomes the “Beneficial Owner”
(as defined in Section 4(d)(ii) below), directly or
indirectly, of securities of the Company (not including in
the securities beneficially owned by such person any
securities acquired directly from the Company or its
Affiliates) representing more than forty percent (40%) of the
combined voting power of the Company’s then outstanding
securities, or more than



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forty percent (40%) of the then outstanding common stock
of the Company, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described
in Section 4(c)(iii)(A) below.




      (ii) The individuals who as of the Date of Grant
constitute the Board of Directors of the Company and any “New
Director” (as defined in Section 4(d)(iii) below) cease for
any reason to constitute a majority of the Board.




      (iii) There is consummated a merger or consolidation of
the Company or any direct or indirect subsidiary of the
Company with any other corporation, except if:




         (A) the merger or consolidation results in the
voting securities of the Company outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted
into voting securities of the surviving entity or any
parent thereof) at least sixty percent (60%) of the
combined voting power of the voting securities of the
Company or such surviving entity or any parent thereof
outstanding immediately after such merger or
consolidation; or




         (B) the merger or consolidation is effected to
implement a recapitalization of the Company (or similar
transaction) in which no Person is or becomes the
Beneficial Owner, directly, or indirectly, of
securities of the Company (not including in the
securities beneficially owned by such Person any
securities acquired directly from the Company or its
Affiliates other than in connection with the
acquisition by the Company or its Affiliates of a
business) representing more than forty percent (40%) of
the combined voting power of the Company’s then
outstanding securities.




      (iv) The stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an
agreement for the sale or disposition by the Company of all
or substantially all of the Company’s assets, other than a
sale or disposition by the Company of all or substantially
all of the Company’s assets to an entity at least sixty
percent (60%) of the combined voting power of the voting
securities of which is owned by the stockholders of the
Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale.



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(d) Definitions. For purposes of Section 4(c) above,




      (i) “Person” shall have the meaning given in section
3(a)(9) of the Securities Exchange Act of 1934 (the “1934
Act”) as modified and used in sections 13(d) and 14(d) of the
1934 Act.




      (ii) “Beneficial Owner” shall have the meaning provided
in Rule 13d-3 under the 1934 Act.




      (iii) “New Director” shall mean an individual whose
election by the Board or nomination for election by the
Company’s stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who
either were directors as of the Date of Grant or whose
election or nomination for election was previously so
approved or recommended. However, “New Director” shall not
include a director whose initial assumption of office is in
connection with an actual or threatened election contest,
including but not limited to a consent solicitation relating
to the election of directors of the Company.




      (iv) “Affiliate” shall have the meaning set forth in
Rule 12b-2 promulgated under section 12 of the 1934 Act.




     5. Limitations on Transfer. The Director agrees that he shall not
dispose of (meaning, without limitation, sell, transfer, pledge,
exchange, hypothecate or otherwise dispose of) prior to the Vesting Date
any Restricted Shares hereby acquired. Any attempted disposition of the
Restricted Shares in violation of the preceding sentence shall be null
and void, and the Company shall not recognize or give effect to such
transfer on its books and records or recognize the person or persons to
whom such proposed transfer has been made as the legal or beneficial
holder thereof. Notwithstanding the foregoing, part or all of the
Restricted Shares or rights under this Agreement may be transferred to a
spouse pursuant to a domestic relations order issued by a court of
competent jurisdiction; provided, however, such Restricted Shares shall
continue to be held pursuant to Section 2 of this Agreement, and the
transferee under the domestic relations order shall agree that the
Restricted Shares so transferred shall continue to be subject to the
terms of this Agreement, including forfeiture in accordance with Section
4(a) of this Agreement and pro rata forfeiture in accordance with
Sections 4(a) and (b) of this Agreement.




     6. Nontransferability of Agreement. This Agreement and all rights
under this Agreement shall not be transferable by the Director during his
life other than by will or pursuant to applicable laws of descent and
distribution. Any rights and privileges of the Director in connection
herewith shall not be transferred, assigned, pledged or hypothecated by
the Director or by any other person or persons, in any way, whether by
operation of law, or otherwise, and shall not be subject to execution,
attachment, garnishment or similar process. In the event of any such
occurrence, this Agreement shall automatically be terminated and shall
thereafter be null and void. Notwithstanding the foregoing, all or some
of the Restricted Shares or rights under this Agreement may be



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transferred to a spouse pursuant to a domestic relations order
issued by a court of competent jurisdiction, subject to the limitations
on such transfer described in Section 5.




     7. Adjustment of Restricted Shares. The number of Restricted Shares
granted to the Director pursuant to this Agreement shall be adjusted to
reflect stock dividends, stock splits or other changes in the capital
structure of the Company, all in accordance with the Plan. All
provisions of this Agreement shall be applicable to such new or
additional or different shares or securities distributed or issued
pursuant to the Plan to the same extent that such provisions are
applicable to the shares with respect to which they were distributed or
issued. In the event that the outstanding Shares (as defined in the
Plan) of the Company are exchanged for a different number or kind of
shares or other securities, or if additional, new or different shares are
distributed with respect to the Shares (as defined in the Plan) through
merger, consolidation, or sale of all or substantially all of the assets
of the Company, each remaining share subject to this Agreement shall have
substituted for it a like number and kind of shares of new or replacement
securities as determined in the sole discretion of the Committee, subject
to the terms and provisions of the Plan.




     8. Delivery of Vested Shares. No Vested Shares shall be delivered
pursuant to this Agreement until the approval of any governmental
authority required in connection with this Agreement, or the issuance of
Vested Shares hereunder, has been received by the Company. The Committee
will delay delivery of Vested Shares until the restrictions of Section 5
lapse.




     9. Securities Act. The Company shall have the right, but not the
obligation, to cause the Restricted Shares to be registered under the
appropriate rules and regulations of the Securities and Exchange
Commission. The Company shall not be required to deliver any Vested
Shares of stock hereunder if, in the opinion of counsel for the Company,
such delivery would violate the Securities Act of 1933 or any other
applicable federal or state securities laws or regulations.




     10. Definitions; Copy of Plan. To the extent not specifically
provided herein, all terms used in this Agreement shall have the same
meanings ascribed to them in the Plan. By the execution of this
Agreement, the Director acknowledges receipt of a copy of the Plan. If
any provision of this Agreement is held to be illegal, invalid or
unenforceable under any applicable law, then such provision will be
deemed to be modified to the minimum extent necessary to render it legal,
valid and enforceable; and if such provision cannot be so modified, then
this Agreement will be construed as if not containing the provision held
to be invalid, and the rights and obligations of the parties will be
construed and enforced accordingly.




     11. Administration. This Agreement shall at all times be subject to
the terms and conditions of the Plan. The Committee shall have sole and
complete discretion with respect to all matters reserved to it by the
Plan and decisions of a majority of the Committee with respect thereto
and this Agreement shall be final and binding upon the Director and the
Company. In the event of any conflict between the terms and conditions
of this Agreement and the Plan, the provisions of the Plan shall control.



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     12. Continuation as Director. This Agreement shall not be construed
to confer upon the Director any right to continue to serve as a member of
the Board.




     13. Governing Law. This Agreement shall be interpreted and
administered under the laws of the State of Texas, without giving effect
to any conflict of laws provisions.




     14. Amendments. This Agreement may be amended only by a written
agreement executed by the Company and the Director. Any such amendment
shall be made only upon the mutual consent of the parties, which consent
(of either party) may be withheld for any reason.




     15. No Liability for Good Faith Determinations. The Company and the
members of the Committee and the Board shall not be liable for any act,
omission or determination taken or made in good faith with respect to
this Agreement or the Restricted Shares granted hereunder.




     16. No Guarantee of Interests. The Board and the Company do not
guarantee the Shares (as defined in the Plan) from loss or depreciation.



            IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its officers thereunto duly authorized, and the Director has set his hand
effective as of the date and year first above written.

	 	 	 	 	 
	 	 HOLLY CORPORATION

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 
	 	 

Director

 	 
	 	 	 
	 	 	 
	 	 	 
	 





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