Exhibit 10.2


    Exhibit 10.2 - Form of Executive Severance Agreement

    
 

    EXECUTIVE
      SEVERANCE AGREEMENT

    


     

    THIS
      EXECUTIVE SEVERANCE AGREEMENT (“Agreement”),
      effective as of May 30, 2006 (the “Effective Date”), by and between Frontier Oil
      Corporation, a Wyoming corporation (the “Company”), and ____________ (the
“Executive”).

     

    WITNESSETH:

     

    WHEREAS,
      the
      parties desire to enter into this Agreement to provide the Executive with
      certain benefits upon a Qualified Termination of Employment, as defined below;
      

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and covenants herein contained and other good,
      valuable and binding consideration, the receipt and sufficiency of which are
      hereby acknowledged, the parties agree as follows:

     

    1.  Term
      of Agreement.

     

    1.01  This
      Agreement is effective as of the Effective Date and, unless terminated earlier
      as provided herein, shall terminate on the first anniversary of the Effective
      Date; provided, however, on each anniversary of the Effective Date the term
      of
      this Agreement (“Term”) shall be extended automatically for an additional
      one-year period unless the Company shall have delivered to the Executive written
      notice of non-renewal at least 90 days prior to the applicable
      anniversary.

     

    1.02  Notwithstanding
      any provision of this Agreement to the contrary, termination of this Agreement
      shall not alter or impair any rights, benefits or obligations of the Executive
      (or his estate or beneficiaries) that have arisen under this Agreement on or
      prior to such termination.

     

    1.03  Nothing
      in this Agreement shall operate or be construed to create any right or duty
      on
      the part of the Company or the Executive to remain in the employment of the
      Company for any period of time, each reserving all rights to terminate the
“at
      will” employment relationship of the Executive at any time.

     

    2.  Qualified
      Termination of Employment.

     

    2.01  In
      the
      event of the Executive’s Qualified Termination of Employment, as defined in
      paragraph 2.02 below, during the Term of this Agreement, the Executive shall
      be
      entitled to receive the following payments and benefits, provided the Executive
      timely executes and returns to the Company a Waiver and Release in the form
      attached hereto as Attachment A and does not revoke such Waiver and
      Release:

     

    (a)  Continuation
      of Base Salary:
      the
      Company shall pay to the Executive, beginning on the 15th day of the calendar
      month that is 60 days after such Qualified Termination of Employment occurs
      and
      continuing thereafter on the last day of such initial calendar month and on
      the
      15th day and the last day of each calendar month thereafter until the earlier
      of
      the Executive’s date of death or the [24th
      /
      36th]
      payment
      has been made under this paragraph 2.01(a) in an amount equal to 50% of the
      Executive’s monthly base salary, as determined immediately prior to the
      Qualified Termination of Employment, but disregarding any reductions in such
      monthly base salary made in the preceding three months unless equal percentage
      reductions were made in the base salaries of all other comparable executives
      of
      the Company.

     

    (b)  Pro
      Rated Bonus:
      the
      Company shall pay the Executive an amount equal to the product of (1) his annual
      base salary (his monthly base salary as determined above multiplied by 12)
      and
      (2) his target bonus percentage for the bonus year in which the Qualified
      Termination of Employment occurs or for the immediately preceding bonus year,
      if
      a higher target percentage, with such product prorated based on the number
      of
      days the Executive was an employee of the Company during the bonus year in
      which
      his employment terminated over 365. Such prorated bonus shall be paid on the
      60th day after the Qualified Termination of Employment.

     

    (c)  COBRA
      Premiums:
      if the
      Executive timely elects COBRA continuation coverage, then, until the earliest
      of
      (i) the end of the [12/18] -month period following the Qualified Termination,
      (ii) the termination of COBRA continuation coverage for the Executive, whether
      by the Executive or as a result of his becoming covered under another employer’s
      group health plan, or (iii) the Executive becomes employed by another employer,
      regardless of whether he is covered under a group health plan of such other
      employer, the Company shall remit on behalf of the Executive the full monthly
      premium for the COBRA coverage elected by the Executive under the Company’s
      plan; provided, however, such premium payment by the Company on behalf of the
      Executive shall constitute and be treated by the parties as additional taxable
      severance compensation to the Executive for all purposes.

     

    (d)  Outplacement:
      the
      Company will provide up to $15,000 of outplacement services to the Executive
      within the [12/18]-month period following the Qualified Termination of
      Employment, through an outplacement services provider selected or approved
      by
      the Company.

     

    (e)  Company
      Equity Awards: all Company stock options and stock appreciation rights (“SARs”)
      granted to the Executive during the Term shall, upon a Qualified Termination
      of
      Employment, become fully vested upon such Qualified Termination of Employment
      and shall remain exercisable until the earliest of (i) the third anniversary
      of
      the date of the Qualified Termination of Employment, (ii) the date the Option
      or
      SAR would have expired by its terms if the Executive had not incurred a
      termination of employment, and (iii) the date options and SARs granted under
      the
      Company’s equity plan are terminated in connection with a change of control of
      the Company. All other Company equity-based awards granted to the Executive
      during the Term shall vest in full upon a Qualified Termination of Employment
      (at their target level for those awards with target levels and/or performance
      criteria) and shall be exercisable by the Executive on the 60th day after the
      Qualified Termination of Employment. The provisions of this paragraph shall
      be
      deemed a part of any option, SAR or equity award grant agreement made to the
      Executive during the Term and shall control over any provisions in such grant
      agreements that conflict with this paragraph.

     

    (f)  Life
      Insurance: if provided to the Executive immediately prior to the Qualified
      Termination of Employment, the Company shall continue the Executive’s
      coverage(s) in the Company’s basic and/or executive life insurance program(s)
      for [12/18] months or until the Executive becomes employed by another employer,
      whichever occurs first, provided such continued coverage(s) of the Executive
      is
      permitted by the term(s) of the life insurance contract(s) issued to the Company
      with respect to such program(s).

     

    2.02  A
      “Qualified Termination of Employment,” for purposes of this Agreement,
      means:

     

    (a)  a
      termination of the Executive’s employment by the Company during the Term for any
      reason other than for (i) Cause, as defined in paragraph 2.03 below, or (ii)
      a
      disability that is anticipated to be permanent and total, as determined by
      the
      Company’s long-term disability insurance carrier, and entitles the Executive to
      receive benefits under the long-term disability plan of the Company or its
      affiliates, or

     

    (b)  a
      termination by the Executive of his employment with the Company during the
      Term
      based upon the occurrence of any of the following events:

     

    (i)  a
      material reduction in the Executive’s monthly base salary, unless comparable
      reductions are made in the base salaries of all similar executives by the
      Company, 

     

    (ii)  a
      material reduction in the annual target percentage or bonus opportunities
      provided to the Executive, as compared against those in effect in the
      immediately preceding bonus year, unless comparable reductions are made in
      the
      annual target percentages or bonus opportunities of all similar executives
      by
      the Company, or 

     

    (iii)  a
      written
      notice to the Executive of the relocation of his principal office location
      by
      more than 50 miles from its then location, unless the Executive is provided
      with
      relocation benefits and reimbursements by the Company that are comparable to
      the
      relocation package customarily provided by the Company to similarly situated
      executives of the Company and provides for the payment by the Company of the
      costs for the relocation of the Executive’s household goods and for the
      reimbursement of the costs of selling the Executive’s residence, if any, but
      excluding any costs of repairs, improvements, income taxes or other similar
      non-realtor selling or closing expenses.

     

    2.03  For
      purposes of this Agreement, the termination of the Executive’s employment by the
      Company shall be deemed to have been for “Cause” only if:

     

    (a)  such
      termination shall have been the result of an act or acts of dishonesty on the
      part of the Executive resulting or intended to result, directly or indirectly,
      in gain or personal enrichment to the Executive at the expense of the Company
      or
      an affiliate; 

     

    (b)  the
      Executive’s unwillingness to perform his duties in a satisfactory manner, as
      determined in good faith by the Board of Directors of the Company (the “Board”);
      or

     

    (c)  the
      Executive, after written notice from the Company, shall have failed, within
      the
      period provided in such notice, to perform his duties at a level consistent
      with
      his performance prior to the failure that gave rise to the notice from the
      Company, as determined in good faith by the Board.

     

    2.04  If
      the
      Executive’s employment with the Company and its affiliates is terminated for any
      reason other than a Qualified Termination of Employment, this Agreement shall
      automatically terminate on such termination of employment without any payments
      or benefits due the Executive under this Agreement.

     

    2.05  Notwithstanding
      anything in this Section 2 to the contrary, if any payment to the Executive
      under this Agreement would subject the Executive to the additional tax provided
      by Section 409A of the Internal Revenue Code if made before the date that is
      six
      months after the Qualified Termination of Employment, such payment(s) shall
      be
      deferred (and accumulated without interest if more than one) and paid in a
      single sum on the first business day of the seventh month following the date
      of
      the Qualified Termination of Employment or on such earlier date, if any, as
      would not subject the Executive to such additional tax.

     

    3.  Confidential
      Information

     

    3.01  The
      Executive agrees not to disclose, either while in the Company’s employ or at any
      time thereafter, to any person not employed by the Company or an affiliate,
      or
      not engaged to render services to the Company or an affiliate, or any person
      who
      is not authorized to receive such disclosure, any confidential information
      concerning the Company’s businesses, operations, financial affairs, policies,
      procedures, personnel, business plans or any other confidential information
      relating to the business of the Company or an affiliate obtained by him while
      in
      the employ of the Company or an affiliate; provided, however, that this
      provision shall not preclude the Executive from use or disclosure of information
      known generally to the public or of information not considered confidential
      by
      persons engaged in the business conducted by the Company or an affiliate or
      from
      disclosure required by law.

     

    3.02  The
      Executive agrees that upon leaving the Company’s employ he will not take with
      him, without the prior written consent of an officer authorized to act in the
      matter by the Board, any document, notes, disc, tape, or electronic medium
      or
      other property, including copies thereof, containing any information of the
      Company or its affiliates that is of a confidential nature.

     

    3.03  The
      Executive shall not, for his own account or the account of any other person
      or
      entity, during his employment with the Company and the one-year period following
      the termination of his employment for any reason, solicit or in any manner
      induce or attempt to induce any employee of the Company or an affiliate to
      terminate his or her employment or interfere in any manner with any such
      employment relationship.

     

    3.04  The
      Company and the Executive agree that neither party shall at any time during
      or
      after the termination of the Executive’s employment disparage the other party in
      any manner, including any parent, subsidiary, affiliate, director, agent,
      officer, employee, agent or shareholder of the Company.

     

    3.05  The
      foregoing obligations of this Section 3 will survive and remain binding and
      enforceable on the parties, notwithstanding the termination of this Agreement,
      the Executive’s termination of employment and without regard to the reason for
      such termination.

     

    4.  Notices

     

    All
      notices, requests, demands and other communications provided for by this
      Agreement shall be deemed to have been duly given if and when mailed in the
      continental United States by registered or certified mail, return receipt
      requested, postage prepaid, or personally delivered or sent by telex or other
      telegraphic means to the party entitled thereto at the address stated below
      or
      to such changed address as the addressee may have given by a similar
      notice:

     

    To
      the
      Company: Frontier
      Oil Corporation

    10000
      Memorial Drive

    Suite
      600

    Houston,
      Texas 77024

    Attn:
      General Counsel

    


    To
      the
      Executive: 

     

    


     

    5.  General
      Provisions

     

    5.01  Except
      as
      provided in paragraph 5.11, there shall be no right of set-off, mitigation
      or
      counterclaim in respect of any claim, debt or obligation, against any payments
      to the Executive, his dependents, beneficiaries or estate provided for in this
      Agreement.

     

    5.02  The
      Company and the Executive recognize that each party will have no adequate remedy
      at law for breach by the other of any of the agreements contained herein and,
      in
      the event of any such breach, the Company and the Executive hereby agree and
      consent that the other shall be entitled to a decree of specific performance,
      mandamus, injunction or other appropriate remedy to enforce performance of
      such
      agreements.

     

    5.03  No
      right
      or interest or in any payments under this Agreement shall be assignable by
      the
      Executive; provided, however, that this provision shall not preclude the legal
      representative of his estate from assigning any right hereunder to the person
      or
      persons entitled thereto under his will or, in the case of intestacy, to the
      person or persons entitled thereto under the laws of intestacy applicable to
      his
      estate. 

     

    5.04  No
      right,
      benefit or interest hereunder shall be subject to anticipation, alienation,
      sale, assignment, encumbrance, charge, pledge, hypothecation, or set-off in
      respect of any claim, debt or obligation, or to execution, attachment, levy
      or
      similar process, or assignment by operation of law, except as provided in
      paragraph 5.03. Any attempt, voluntary or involuntary, to effect any action
      specified in the immediately preceding sentence shall, to the full extent
      permitted by law, be null, void and of no effect.

     

    5.05  In
      the
      event of the Executive’s death or a judicial determination of his incompetence,
      reference in this Agreement to the Executive shall be deemed, where appropriate,
      to his beneficiary or beneficiaries. This Agreement shall inure to the benefit
      of and be enforceable by Executive’s personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees.

     

    5.06  The
      titles to sections in this Agreement are intended solely for convenience and
      no
      provision of this Agreement is to be construed by reference to the title of
      any
      section.

     

    5.07  No
      provision of this Agreement may be amended, modified or waived unless such
      amendment, modification or waiver shall be authorized by the Board or any
      authorized committee of the Board and shall be agreed to in writing, signed
      by
      the Executive and by an officer of the Company thereunto duly
      authorized.

     

    5.08  
      Except
      as otherwise specifically provided in this Agreement, no waiver by either party
      hereto of any breach by the other party hereto of any condition or provision
      of
      this Agreement to be performed by such other party shall be deemed a waiver
      of a
      subsequent breach of such condition or provision or a waiver of a similar or
      dissimilar provision or condition at the same or at any prior or subsequent
      time.

     

    5.09  In
      the
      event that any provision or portion of this Agreement shall be determined to
      be
      invalid or unenforceable for any reason, the remaining provisions and portions
      of this Agreement shall be unaffected thereby and shall remain in full force
      and
      effect to the fullest extent permitted by law.

     

    5.10  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas. THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMIT TO
      THE
      EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN HARRIS COUNTY, TEXAS
      FOR THE PURPOSES OF ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

     

    5.11  If
      the
      Executive is entitled to severance payments or benefits pursuant to an
      individual employment agreement or change of control agreement with the Company,
      the parties hereto intend for there not to be a duplication of such payments
      or
      benefits with any payments or benefits to which the Executive may be entitled
      to
      receive under this Agreement and the payments and benefits under such other
      agreement shall reduce or offset any similar payment or benefit to which the
      Executive is entitled to receive under this Agreement.

     

    5.12  The
      Executive shall not be required to mitigate the amount of any payment provided
      for in this Agreement by seeking other employment or otherwise.

     

    5.13  Nothing
      in this Agreement shall limit or otherwise adversely effect such rights as
      the
      Executive may have under the terms of any equity award, employee benefit plan,
      incentive compensation arrangement or other agreement with the Company or any
      of
      its affiliates.

     

    5.14  The
      Company shall withhold from all payments and benefits provided under this
      Agreement all taxes required to be withheld by the Company by applicable
      law.

     

    5.15  For
      purposes of this Agreement, “employment with the Company” shall include any
      employment of the Executive with a parent, subsidiary or affiliate of the
      Company.

     

    5.16  It
      is the
      intent of the parties that payments under this Agreement constitute separation
      pay and comply with the requirements of Section 409A of the Internal Revenue
      Code so that the Executive is not subject to the additional tax provided under
      said section. In the event a payment to the Executive pursuant to this Agreement
      would nonetheless be subject to the six-month delay provision applicable to
      “specified employees” under Section 409A, any payments otherwise due hereunder
      during the six-month period following the Executive’s Qualified Termination of
      Employment shall be accumulated (without interest) and shall be paid in a lump
      sum to the Executive on the first day of the seventh month following the
      Qualified Termination of Employment. The parties agree that the Agreement shall
      be interpreted and modified as necessary to comply with Section
      409A.

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement effective for all purposes as of
      the
      Effective Date.

     

    


     

    FRONTIER
      OIL CORPORATION

     

    


     

    By:
           

     

    Name:
      James R. Gibbs

     

    Title:
      Chairman, President & CEO 

     

    


    


    


    EXECUTIVE