EX-10.45



 Exhibit 10.45 
  





 
 May 22, 2013 

Brice Tarzwell 
 7904 Briar Brook Court 

Dallas, TX 75218 
 Dear Brice: 

I am very pleased to extend this offer to you to join Par Petroleum Corporation (the “Company”). We are looking forward to your
employment with the Company and building the future of the Company with you. The following summarizes some of the key provisions of your proposed compensation package with the Company. This is only a summary and the details and terms of the benefits
will be controlled by the governing plan documents and Company policies. 
 Salary: Upon your employment with the Company, you will
be paid an annual base salary of $250,000 no less frequently than on a semi-monthly basis in accordance with Company payroll practices. Your compensation will be reviewed annually. 

Bonus: Upon your employment with the Company, you will be eligible to receive an annual bonus. However, the decision to provide any
annual bonus and the amount and terms of any annual bonus shall be in the sole and absolute discretion of the compensation committee of the Company’s board of directors. 

Long Term Incentive: Upon your employment with the Company, you will be granted a value of $175,000 in restricted Company common stock
under the Company’s 2012 Long Term Incentive Plan (the “Plan”). In addition, if you are continuously employed with the Company from the commencement of your employment with the Company to the one-year anniversary thereof, you will be
granted a value of $175,000 in restricted Company common stock under the Plan on such anniversary. In each case, the actual number of shares granted will be determined based on the average volume weighted average price of the Company’s common
stock for the 60 days immediately preceding the date of grant consistent with the Plan, as determined by the compensation committee of the Company’s board of directors. Subject to the terms thereof, these restricted stock grants will vest on
the 24-month anniversary of your commencement of employment with the Company with 100% vesting accelerated for certain events such as a change in control of the Company. 

Benefits: Upon your employment with the Company and subject to your satisfaction of applicable eligibility provisions thereof, you will
be entitled to participate in any benefit plans as may be offered from time to time by the Company to its employees generally. In addition, subject to your satisfaction of applicable eligibility provisions thereof, you will be entitled to
participate in the Company’s 401(k) plan. 







 



 
 Background Check: This offer is conditional on the Company’s satisfactory review of a
background check on you. 
 Employee Confidentiality and Proprietary Rights Agreement: Enclosed is a copy of the Company’s
Employee Confidentiality and Proprietary Rights Agreement. The offer is also conditional on our mutual execution of that agreement. 
 All
compensation and benefits are subject to federal, state and local taxes. 
 As you know, this letter does not serve as an employment
contract. Your employment will be “at will” and for no fixed duration and may be terminated by either party at any time for any reason. 

By executing and returning this letter, you are also confirming that you are not subject to any non-competition agreement, non-solicitation
agreement or other restrictive covenant from your current employer or any other party. 
 If you agree with the terms and conditions of this
letter and confirm the above paragraph, I would appreciate your signing the enclosed copy of the letter in the space below and returning it to me. 
  

	
	Sincerely
	
	/s/ R Seth Bullock
	
	 R Seth Bullock
 Chief Financial
Officer



  

	
	AGREED and ACCEPTED:
	
	/s/ Brice Tarzwell             Date: May 22, 2013
	Brice Tarzwell