ex10_1.htm


    Exhibit
10.1

    


    Summary of Management
Incentive Compensation Plan for Fiscal 2009

    


    The Management Incentive Compensation
Plan for Fiscal 2009 (the “Bonus Plan”) for Frontier Oil Corporation (the
“Company”) establishes each participant’s Bonus Plan target as a percentage of
the participant’s base salary.  The amount of the actual bonus payment
could range from zero to twice the Bonus Plan target, based upon the extent to
which the pre-established annual financial goals are met or
exceeded.  The 2009 base salaries and Bonus Plan targets for the
Company’s named executive officers are set forth in the table
below.  The financial goals for the Bonus Plan during 2009 are based
on the Company’s 1) 2009 net income, 2) relative return on capital employed
versus a peer group average and 3) process safety performance.  These
measures are weighted 25%, 50% and 25%, respectively.

    


    Each participant will receive 30%, and
has the right to elect to receive up to 100%, of his or her bonus payment in
restricted shares of the Company’s common stock in lieu of cash.  If
such an election by the employee is made to receive additional restricted stock,
then the amount of the bonus will be grossed up by a “risk premium” to be
established by the Compensation Committee (the “Committee”) of the Board of
Directors of the Company.  All such shares of restricted stock will
vest 25% on each of the first and second anniversaries of the grant date and 50%
on the third anniversary of the grant date.  The number of shares of
restricted stock that a participant receives will be determined by the average
closing price of the Company’s common stock during December 2009 and January
2010.

    


    The Committee has discretion to adjust
the financial targets for extraordinary items and for the effect of acquisitions
completed during the Bonus Plan year and to pay or not pay the bonuses for any
reason.

    


    

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	
                                                                                                    Executive
      Officer

                                                                                                  	 	
                                                                                                    2009
      Annual Base Salary

                                                                                                  	
                                                                                                    Bonus
      Plan Target for 2009 (Percentage of Base Salary)

                                                                                                  
	
                                                                                                    James
      R. Gibbs

                                                                                                    Chairman
      of the Board

                                                                                                  	 	$	975,000	 	 	100	%
	
                                                                                                    James
      R. Gibbs

                                                                                                    Chairman
      of the Board

                                                                                                  	 	$	975,000	 	 	100	%
	
                                                                                                    Michael
      C. Jennings

                                                                                                    President
      and Chief Executive Officer

                                                                                                  	 	$	775,000	 	 	100	%
	
                                                                                                    W.
      Paul Eisman

                                                                                                    Executive
      Vice President-Refining & Marketing

                                                                                                  	 	$	518,000	 	 	70	%
	
                                                                                                    Doug
      S. Aron

                                                                                                    Executive
      Vice President and Chief Financial Officer

                                                                                                  	 	$	380,000	 	 	60	%
	
                                                                                                    Currie
      Bechtol

                                                                                                    Vice
      President-General Counsel & Secretary

                                                                                                  	 	$	342,000	 	 	50	%
	
                                                                                                    Jon
      D. Galvin

                                                                                                    Vice
      President

                                                                                                  	 	$	305,000	 	 	50	%
	
                                                                                                    Nancy
      J. Zupan

                                                                                                    Vice
      President and Chief Accounting Officer

                                                                                                  	 	$	325,000	 	 	50	%