exv10w37





Holly Logistic Services copy



Exhibit 10.37




FIRST AMENDMENT TO

PERFORMANCE UNIT AGREEMENT(S)




     THIS FIRST AMENDMENT (the “First Amendment”) to Performance Unit Agreement(s) is dated
December 31, 2008, to be effective as of the date(s) indicated herein, and is made by and between
HOLLY LOGISTIC SERVICES, L.L.C., a Delaware limited liability company (the “Company”), and
                    - (the “Employee”).



WITNESSETH:




     WHEREAS, the Company granted Employee performance unit awards in 2006, 2007 and/or 2008, as
applicable (the “Award(s)”), under the Holly Energy Partners, L.P. Long-Term Incentive Plan, and
the Company and the Employee previously entered into a Performance Unit Agreement governing each
such Award (each, an “Agreement”);



     WHEREAS, Section 13 of the Agreement(s) provides that the Agreement(s) may be amended in
writing by the Company and the Employee; and



     WHEREAS, the Company and the Employee have determined that it is desirable to amend the
Agreement(s), in accordance with the final regulations promulgated under section 409A of the
Internal Revenue Code of 1986, as amended (the “Code”), to ensure that, to the extent subject to
Code section 409A, the payments and other benefits provided under the Agreement(s) comply therewith
and to avoid the imposition of any adverse tax consequences under section 409A of the Code.



     NOW, THEREFORE, the Agreement(s) shall be amended as set forth below, such amendments to be
effective, with respect to each Award, as of the date of grant specified in the Agreement governing
each such Award:



     1. Section 3(c)(viii) of the Agreement(s) shall be amended in its entirety as set forth below:





     (viii) “Adverse Change” shall mean, without the express written
consent of the Employee, (A) a change in Employee’s principal office
to a location more than 25 miles from the Employee’s work address as
of the Date of Grant, (B) a material increase (without adequate
compensation) or a material reduction in duties of the type
previously performed by the Employee, or (C) a material reduction in
the Employee’s base compensation (other than bonuses and other
discretionary items of compensation) that does not apply generally
to employees of the Company or its successor. Employee shall
provide notice to the Company of the event alleged to constitute an
Adverse Change within ninety (90) days of the occurrence of such
event, and the Company shall be given the opportunity to remedy the
alleged Adverse Change



 









 







and/or to contest Employee’s assertion that an Adverse Change event
has occurred within thirty (30) days from receipt of such notice.



     2. A new Section 17 shall be added to the Agreement(s) and shall read as follows:




     17. Compliance with Section 409A of the Code. This
Agreement is intended to comply and shall be administered in a
manner that is intended to comply with Section 409A of the Code and
shall be construed and interpreted in accordance with such intent.
Payment under this Agreement shall be made in a manner that will
comply with Section 409A of the Code, including regulations or other
guidance issued with respect thereto, except as otherwise determined
by the Committee. The applicable provisions of Section 409A of the
Code are hereby incorporated by reference and shall control over any
contrary provisions herein that conflict therewith.



     NOW, THEREFORE, be it further provided that, except as set forth above, the Agreement(s) shall
continue to read in their current state.



          IN WITNESS WHEREOF, the Company has caused the execution hereof by its duly authorized officer
and the Employee has agreed to the terms and conditions of this First Amendment, effective as of
the date(s) specified herein.



	 	 	 	 	 
	 	HOLLY LOGISTIC SERVICES, L.L.C.

 	 
	 	By:  	 	 
	 	 	Matthew P. Clifton 	 
	 	 	Chief Executive Officer 	 
	 

	 	Date:  	 	 
	 	 	 

	 
	 	EMPLOYEE
 	 
	 	    
 	 




	 	Date: