exv10w2






Exhibit 10.2




THIRD AMENDMENT TO EMPLOYMENT AGREEMENT




     This Third Amendment (“Amendment”) to the Employment Agreement dated August 3, 2004, between
Tesoro Corporation (“Company”) and Gregory A. Wright (“Executive”), as amended February 2, 2006 and
June 8, 2007 (“Agreement”), is entered into this 4th day of August, 2009, by and between the
Company and Executive, sometimes collectively referred to herein as the “Parties.”



WITNESSETH:




     WHEREAS, the Company and Executive have previously entered into an employment agreement which
has been amended on two occasions; and



     WHEREAS, the Company and Executive desire to amend the Agreement again to reflect certain
changes they have agreed to.



     NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions set forth
herein, including but not limited to Executive’s employment and the payments and benefits described
herein, the sufficiency of which is hereby acknowledged, the Company and Executive hereby agree as
follows:



     1. Section 2 of the Agreement is hereby amended by deleting the current language and replacing
it with the following language:




     “2. TERM OF EMPLOYMENT. This Agreement shall begin on the Effective
Date, and shall expire and Executive’s employment with the Company shall end on
November 1, 2010. The period during which Executive is employed hereunder shall be
referred to as the ‘Employment Period.’ Either the Company or the Executive shall
have the right to terminate the Employment Period at any time during the term
hereof, in accordance with Section 5, below.”



     2. Section 3 of the Agreement is hereby amended by adding the following language at the end of
Section 3(a):




     “At the direction of the Board, Executive shall assist the Company in
identifying a potential successor chief financial officer, recruiting such
successor, and transitioning such successor into the chief financial officer
position.”



     3. Section 5 of the Agreement is hereby amended by moving Section 5(f) to Section 5(g), and
creating a new Section 5(f), as reflected below:




     “(f) RETIREMENT BY EXECUTIVE. Executive may elect to retire and terminate his
employment during the Employment Period, in the event the Board elects a successor
chief financial officer to replace Executive. In no event shall Retirement by
Executive, as provided in this Section 5(f), constitute Termination by the Company
Without Cause or Termination By Executive for Good Reason, for purposes of Section
6(e) of this Agreement.”



			
	 	 	 
	THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
	 	Page 1 of 3






 









 






     4. Section 6 of the Agreement is hereby amended by moving Section 6(f) to Section 6(g),
Section 6(g) to Section 6(h), and creating a new Section 6(f), as reflected below:




     “(f) TERMINATION BY EXECUTIVE FOR RETIREMENT. In lieu of any other benefits
under this agreement, in the event that Executive retires and terminates his
employment pursuant to Section 5(f) above, the Company shall pay Executive the
amounts as described below in subsections (i), (ii) and (vi) except for the special
completion bonus, and if at such time Executive has fulfilled the conditions set
forth in Section 3(a) above to the satisfaction of the Board, the Company shall, in
addition pay Executive the amounts as described below in subsections (iii), (iv),
(v) and the special completion bonus in (vi):




     (i) Any accrued but unpaid Base Salary for services rendered to the
date of termination, any accrued but unpaid expenses required to be
reimbursed under this Agreement, any vacation accrued to the date of
termination, and any earned but unpaid bonuses for any prior period;
provided, however, that such earned but unpaid bonuses shall be paid in a
cash lump sum on the first business day following the end of the six (6)
month period commencing on the date of Executive’s termination of employment
by retirement;




     (ii) Any benefits to which Executive may be entitled pursuant to the
plans, policies, and arrangements referred to in Section 4(f) hereof shall
be determined and paid in accordance with the terms of such plans, policies,
and arrangements;




     (iii) The amount of Executive’s Base Salary from the date of his
retirement through November 1, 2010, paid in a cash lump sum on the first
business day following the end of the six (6) month period commencing on the
date of Executive’s termination of employment by retirement;




     (iv) A prorated bonus through Executive’s retirement date may be
awarded at the Board’s discretion based, in part, on Executive’s performance
in facilitating a smooth transition of the successor chief financial
officer, and the Company’s business results. Such prorated bonus, if any,
shall be paid in a cash lump sum on the first business day following the end
of the six (6) month period commencing on the date of Executive’s
termination of employment by retirement;




     (v) All of Executive’s unvested equity awards, including stock options,
restricted stock, SARs, and/or phantom stock will vest upon Executive’s
termination of employment by retirement and all such stock options, SARs
and/or phantom stock along with those already vested prior to the date of
such retirement shall have the full remaining original term of each grant to
be exercised;



			
	 	 	 
	THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
	 	Page 2 of 3






 









 







     (vi) Executive’s lump sum benefit under the Tesoro Corporation Amended
and Restated Executive Security Plan shall be determined as of the date of
Executive’s retirement as provided under the terms of such plan; provided,
however, that if such benefit, calculated as of the date of Executive’s
retirement, is less than the amount of Executive’s lump sum benefit
thereunder, determined as of May 31, 2009, Executive shall receive a special
completion bonus for the difference, payable in a cash lump sum on the first
business day following the end of the six (6) month period commencing on the
date of Executive’s termination of employment by retirement.



     IN WITNESS WHEREOF, the parties hereto have duly executed this Third Amendment as of the day
and year first above written.



	 	 	 	 	 
	 	TESORO CORPORATION

 	 
	 	By:  	/s/
CHARLES S. PARRISH
 	 
	 	 	CHARLES S. PARRISH 	 
	 	 	Executive Vice President, General
Counsel and Secretary	 
	 
	 	Date:	August 4, 2009	 
	 



	 	 	 	 	 
	 	EXECUTIVE:

 	 
	 	/s/ GREGORY A. WRIGHT
 	 
	 	GREGORY A. WRIGHT, Executive 	 
	 
	 	Date: 	August 4, 2009	 
	 



			
	 	 	 
	THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
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