ex10-11.htm


    Exhibit 10.11

    
      
        

      



    EXECUTIVE
CHANGE IN CONTROL

    SEVERANCE
AGREEMENT

     

    (as
Amended and Restated)

     

    THIS EXECUTIVE CHANGE IN CONTROL
SEVERANCE AGREEMENT (as Amended and Restated) (“Agreement”), effective as
of December 30, 2008 (the “Effective Date”), by and between Frontier Oil
Corporation, a Wyoming corporation (the “Company”), and Michael F. Milam (the
“Executive”).

     

    WITNESSETH:

     

    WHEREAS the Company and the
Executive have entered into that certain Executive Change in Control Severance
Agreement dated June 30, 2007 (the “Prior Agreement”); and

     

    WHEREAS, the parties desire to
amend and restate the Prior Agreement as set forth herein; and

     

    WHEREAS, the parties agree
that on and after the Effective Date and prior to a Change in Control (as
defined below) the Executive is an “at will” employee of the
Company;

     

    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 Prior Agreement is hereby amended and restated in its
entirety as follows:

     

    1. Operation
of Agreement.

     

    1.01 Unless
terminated earlier as provided herein, this Agreement shall terminate on the
third anniversary of the Effective Date; provided, however, if a Change in
Control of the Company occurs during the term of this Agreement (the “CiC
Date”), the term of this Agreement automatically shall continue until the
second anniversary
of the CiC Date and then terminate, regardless of the length of the term
remaining as of the CiC Date.  Notwithstanding any provision of this
Agreement to the contrary, termination of this Agreement shall not alter or
impair any rights or benefits of the Executive (or his estate or beneficiaries)
that have arisen under this Agreement on or prior to such termination, including
any contingent rights under paragraph 1.03.

     

    1.02 For the
purpose of this Agreement, the term “Change in Control” of the Company means the
occurrence of any one of the following on or after the Effective
Date:

     

    (a) the
consummation of any transaction (including without limitation, any merger,
consolidation, tender offer, or exchange offer) the result of which is that any
individual, entity, group or “person” (as such term is used in Sections 13(d)(3)
and 14(d)(2), of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than the Company, a
subsidiary or an employee benefit plan of either, becomes the “beneficial
owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange
Act), directly or indirectly, of stock and/or securities of the Company
representing 25% or more of the combined voting power of the Company’s then
outstanding voting securities,

     

    (b) a change
in the composition of the Board of Directors of the Company, as a result of
which fewer than a majority of the non-employee directors are Incumbent
Directors.  “Incumbent Directors” shall mean non-employee directors
who either (A) are non-employee Directors as of the date the Plan is adopted, or
(B) are elected, or nominated for election, thereafter to the Board of Directors
with the affirmative votes of at least a majority of the Incumbent Directors at
the time of such election or nomination, but “Incumbent Director” shall not
include an individual whose election or nomination is in connection with (i) an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Securities Exchange Act of 1934) or an
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board of Directors or (ii) a plan or agreement to replace
a majority of the then Incumbent Directors,

     

    (c) the
consummation of the sale, lease, transfer, conveyance or other disposition
(including by merger or consolidation) in one or a series of related
transactions, of all or substantially all of the assets of the Company and its
subsidiaries, taken as a whole (other than to an entity wholly owned, directly
or indirectly, by the Company), unless, following such transaction all or
substantially all of the persons who were the beneficial owners of the
outstanding voting stock and securities of the Company immediately prior to such
transaction beneficially own, directly or indirectly, more than 60% of,
respectively, the then outstanding voting stock and securities of the entity
resulting from such transaction in substantially the same proportions as
immediately prior to such transaction, or

     

    (d) the
adoption of a plan relating to the liquidation or dissolution of the
Company.

     

    1.03 Except as
provided below, this Agreement automatically shall terminate in the event the
Executive ceases for any reason to be an employee of the Company and its
affiliates prior to a Change in Control; provided, however, if the Executive’s
employment is terminated during the six-month period preceding a “change in
control event” (within the meaning of Section 409A(a)(2)(A)(v) of the Internal
Revenue Code of 1986, as amended, (the “Code”) and Treas. Reg. §1.409A-3(i)(5))
that would have occurred during the term of this Agreement but for the
termination of this Agreement upon the Executive’s termination of employment,
and if his termination would have qualified as a Termination of Employment under
paragraph 7.02(a) or paragraph 7.02(b)(ii) (without regard to the 30/60 day
periods provided in paragraph 7.02(b)(ii)), then, subject to Section 7.01(c),
on, but not later than 30 days following, such change in control event the
Company shall pay the Executive a lump sum amount equal to (a) the sum of (i)
four (4.0) times his annual Base
Salary, and (ii) if at the time of his termination of employment the Executive
held any equity-based compensation awards that were forfeited upon such
termination, the sum of the Fair Market Value of the shares subject to such
forfeited awards less the sum of the exercise prices, if any, of such awards
minus (b) the amount of any severance payment to the Executive pursuant to an
Executive Severance Agreement with respect to such termination of
employment.  Solely for the purpose of this paragraph, Fair Market
Value shall mean the reported closing price of the common shares of the Company
on the effective date of the change in control event.  In addition,
any stock options or stock appreciation rights (“SAR”) held by the Executive on
the date of the change in control event shall remain exercisable for the
remainder of their terms as if the Executive’s employment had not terminated,
but in no event later than the earlier of (i) the latest date on which the
option or SAR could have expired by its original terms under any circumstances
or (ii) the 10th
anniversary of the original date of grant of the option or SAR.  To
the extent provided by the option plan or the terms of the change in control
event agreement, such options and SARs may be terminated earlier.

     

    1.04 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 prior to the date of a Change in Control, each
reserving all rights to terminate the “at will” employment relationship of the
Executive at any time prior to a Change in Control.

     

    2. Period
of Employment.

     

    2.01 If a
Change in Control occurs during the term of this Agreement, the Company agrees
to continue the Executive in its employ for the period set forth in paragraph
2.02 below (the “Period of Employment”) in the position and with the duties and
responsibilities set forth in Section 3 below, and upon the other terms and
conditions hereinafter provided.

     

    
      2.02 Subject
to its earlier termination as provided below, the Period of Employment shall
continue until the second anniversary of the CiC Date.

       
3. Position,
Duties, Responsibilities.

     

    3.01 During
the Period of Employment, the Executive shall continue to serve as a Vice
President of the Company or one of its subsidiaries and continue to have the
duties and responsibilities of those positions that the Executive possessed
immediately prior to the CiC Date.

     

    3.02 During
the Period of Employment, the Executive shall also serve and continue to serve,
if and when elected and reelected, as an officer or director, or both, of any
affiliate of the Company.

     

    3.03 Throughout
the Period of Employment, the Executive shall devote his full time and undivided
attention during normal business hours to the business and affairs of the
Company, except for reasonable vacations, illness or incapacity; however,
nothing in this Agreement shall preclude the Executive from (i) devoting
reasonable periods required for serving as a director or member of a committee
of any organization that does not involve a conflict of interest with the
interests of the Company, (ii) engaging in charitable and community activities,
and (iii) managing his personal investments, provided that such activities do
not materially interfere with the regular performance of his duties and
responsibilities under this Agreement.  The Board of Directors of the
Company shall give the Executive written notice of any such activities that it
believes materially interfere with his duties hereunder and provide the
Executive with a reasonable period of time to correct such
activities.

     

    3.04 During
the Period of Employment, the Executive shall be based at the offices of the
Company maintained in Cheyenne, WY.  The Executive shall not be
required to be absent from the office on travel status or otherwise more than a
total of 60 business days in any calendar year nor more than 20 consecutive days
at any one time.

     

    4. Compensation,
Compensation Plans, Perquisites.

     

    4.01 During
the Period of Employment, the Executive shall be:

     

    (a) paid an
annual base salary at no less than the rate in effect immediately prior to the
CiC Date, with increases (if any) as shall be made from time to time thereafter
in accordance with the Company’s regular salary practices for key executives
(“Base Salary”); and

     

    (b) provided
an annual bonus opportunity in an amount no less than 35% of his Base Salary
(“Target Bonus”).

     

    Any
increase in Base Salary or the Target Bonus or other compensation shall in no
way diminish any other obligation of the Company under this
Agreement.

     

    4.02 During
the Period of Employment, the Executive shall continue to be eligible to
participate in the Company’s equity-based compensation plans and all other
compensation and incentive plans and programs in which the Executive
participates immediately prior to the CiC Date (or equivalent successor plans
that may be adopted by the Company or an affiliate), including, without
limitation, an annual bonus plan, and the Executive shall be provided thereunder
with at least the same reward opportunities in the aggregate that were provided
to the Executive immediately prior to the CiC Date, unless there has been a
material diminution in the Executive’s performance or duties. Nothing in this
Agreement (i) shall be construed as requiring the Executive to receive during
the Period of Employment payments or benefits under such equity, compensation
and incentive plans or programs that are at least equal to those the Executive
received thereunder immediately prior to the CiC Date, it being the intent of
the parties that the payments and benefits provided thereunder shall be subject
to being earned by the Executive under the then existing criteria for awards
under such plans and programs, which criteria shall be based on substantially
the same performance standards and criteria used by the Company immediately
prior to the CiC Date, or (ii) shall preclude improvement of any reward
opportunities in such plans or other plans or programs in accordance with the
practice of the Company or an affiliate.

     

    4.03 During
the Period of Employment, the Executive shall be entitled to perquisites,
including, without limitation, an office, secretarial and clerical staff, and to
fringe benefits, including, without limitation, the payment or reimbursement of
club dues, in each case at least equal to those provided to the Executive
immediately prior to the CiC Date, as well as to reimbursement, upon proper
accounting, of reasonable expenses and disbursements incurred by him in the
course of his duties.

     

    5. Employee
Benefit Plans.

     

    5.01 The
compensation and other matters provided for in Section 4 above are in addition
to the benefits provided for in this Section 5.

     

    5.02 During
the Period of Employment, the Executive, his dependents and eligible
beneficiaries shall be entitled to all coverage, participation, payments and
benefits, including service credit for benefits, to which officers of the
Company, their dependents and beneficiaries are entitled under the terms of the
employee benefit plans and practices of the Company in effect immediately prior
to the CiC Date, including, without limitation, the Company’s qualified and
nonqualified retirement programs, 401(k) and profit sharing plans, the Frontier
Oil Corporation Executive Life Insurance Plan, group life insurance plans,
accidental death and dismemberment insurance, business travel insurance, long
term disability, medical, dental and health and other welfare benefit plans and
any successor benefit plans and practices of the Company and its affiliates for
which officers, their dependents and beneficiaries are eligible.

     

    5.03 Nothing
in this Agreement shall preclude the Company during the Period of Employment
from amending or terminating any perquisites provided to the Executive or any of
its employee benefit plans or practices in which the Executive participates,
provided that in the event of any such amendment or termination, the Executive
shall be entitled during the remaining Period of Employment to perquisites and
benefits (and service credit for benefits) in one or more successor plans or
arrangements that are at least as comparable in the aggregate to those he
received immediately prior to the CiC Date.

     

    6. Effect
of Death or Disability.

     

    6.01 In the
event of the death of the Executive during the Period of Employment, the legal
representative of the Executive’s estate shall be entitled to receive a lump sum
payment equal to the sum of (i) the Executive’s annual Base Salary and annual
Target Bonus amount and (ii) the Fair Market Value of the shares subject to any
equity-based compensation awards forfeited as a result of the Executive’s death,
less the exercise price, if any, of such forfeited awards. Such payment shall be
made as soon as reasonably practical following the Executive’s death, and in no
event later than the later of (i) the end of the calendar year in which the
Executive’s death occurs or (ii) 21⁄2 months after the Executive’s
death.  Such payment will be without prejudice to any other payments
or benefits, if any, due hereunder in respect of the Executive’s death or
pursuant to any other plans, agreements or arrangements with the
Company.

     

    6.02 The term
“Disability,” as used in this Agreement, means a “disability” as defined in
Section 409A of the Code.  In the event of the Disability of the
Executive during the Period of Employment, the Executive shall continue to
receive the full compensation, benefits and perquisites provided for in this
Agreement for the period of such Disability or the balance of the Period of
Employment, whichever is less, reduced by any other payments made to the
Executive pursuant to any disability, illness or accident plan of the Company or
any affiliate.

     

    7. Termination
of Employment.

     

    7.01 In the
event of a “Termination of Employment,” as defined in paragraph 7.02 below,
during the Period of Employment,

     

    (a) the
Company shall pay to the Executive (or his dependents, beneficiaries or estate
as the case may be), within 30 days following his Termination of Employment, a
lump sum amount equal to (1) four (4.0) times his annual Base
Salary minus (2) the sum of any Base Salary and annual bonus amounts that have
been paid to the Executive for services performed during the Period of
Employment.

     

    (b) all
outstanding stock options and other equity-based compensation awards held by the
Executive at the time of his Termination of Employment which were granted prior
to the CIC Date shall automatically vest in full, all performance periods shall
end with all performance goals deemed met at the highest level and, if
applicable, any such options and SARs shall remain exercisable for the remainder
of their terms as if the Executive’s employment had not terminated, but in no
event later than the earlier of (i) the last date on which the option or SAR
could have expired by its original terms under any circumstances or (ii) the
10th
anniversary of the original date of grant of the option or SAR.  To
the extent provided by the option plan or the terms of the change in control
event agreement, such options and SARs may be terminated earlier,

     

    (c) notwithstanding
anything herein to the contrary, if Section 409A of the Code would subject the
Executive to the additional 20% tax provided thereunder with respect to any
severance amounts payable under this Agreement to the Executive by reason of the
Executive being a “specified employee,” as defined in Section 409A, such payment
shall be deferred until the first business day that is six-months after the
Executive’s Termination of Employment Date or, if earlier, the date such payment
may be made without being subject to such additional tax under Section 409A and
shall be paid on such delayed date in a lump sum (with interest at the maximum
nonusurious rate from the Termination of Employment date until paid),
and

     

    (d) any delay
by the Company in paying any amount due the Executive under this Agreement
(including any deferral pursuant to paragraph (c) above) shall bear interest at
the maximum nonusurious rate from the date such payment was due (disregarding
for this purpose any deferral pursuant to paragraph (c) above) until
paid.

     

    7.02 “Termination
of Employment,” for the purpose of this Agreement, means:

     

    (a) a
“separation from service” (within the meaning of Section 409A of the Code) of
the Executive by the Company and its affiliates during the Period of Employment
for any reason other than for (i) Cause, as defined in paragraph 7.03 below, or
(ii) Disability; or

     

    (b) a
separation from service by the Executive during the Period of Employment upon
the occurrence of any of the following events:

     

    (i) the
failure to elect or reelect the Executive to, or the removal of the Executive
from, the offices set forth in paragraph 3.01 above,

     

    (ii) a
significant change in the nature or scope of the authorities, powers, functions
or duties of the Executive as contemplated by paragraph 3.01 above, or a
reduction in the compensation under paragraph 4.01(a) or the perquisites or
benefits provided under this Agreement, and such change and/or reduction is not
remedied within 30 days after receipt by the Company of written notice from the
Executive; provided, however, such written notice must be given by the Executive
within 60 days of the date the Executive knows, or should reasonably have known,
of such change or reduction and if notice is not given by the Executive within
such period, he shall be deemed to have waived his rights with respect to such
change or reduction constituting a basis for his Termination of
Employment,

     

    (iii) a breach
by the Company of any material provision of this Agreement that is not remedied
within 30 days after receipt by the Company of written notice from the
Executive,

     

    (iv) the
failure of a successor to assume all duties and obligations of the Company under
this Agreement as provided in paragraph 10.10, or

     

    (v) a
determination by the Executive made in good faith that as a result of the Change
in Control of the Company and a change in circumstances thereafter that
significantly affects his position, he is unable to carry out the authorities,
powers, functions or duties attached to his position as contemplated by Section
3 of this Agreement, and such change in circumstance is not remedied within 30
days after receipt by the Company of written notice from the
Executive,

     

    7.03 For
purposes of this Agreement, the separation from service of the Executive shall
be deemed to have been for “Cause” only if:

     

    (a) his
separation from service shall have been the result of an act or acts of
dishonesty on the part of the Executive constituting a felony and resulting or
intended to result directly or indirectly in his gain or personal enrichment at
the expense of the Company; or

     

    (b) there has
been a breach by the Executive during the Period of Employment of the provisions
of paragraph 3.03 above, relating to the time to be devoted to the affairs of
the Company, or of paragraph 8.01, relating to confidential information, and
such breach results in demonstrably material injury to the Company and with
respect to any alleged breach of paragraph 3.03 or of paragraph 8.01 hereof, the
Executive after notice and an opportunity to be heard either shall have failed
to take all reasonable steps to that end within 30 days from his receipt of
written notice by the Company pursuant to resolution duly adopted by a majority
of the members of the Board of Directors of the Company; and provided that
thereafter; and

     

    (c) there
shall have been delivered to the Executive a certified copy of a resolution of
the Board of Directors of the Company adopted by the affirmative vote of not
less than a majority of the membership of the
Board of Directors called and held for that purpose and at which the Executive
was given an opportunity to be heard, finding that the Executive was guilty of
conduct set forth in subparagraphs (a) or (b) above, specifying the particulars
thereof in detail.

     

    Anything
in this paragraph 7.03 or elsewhere in this Agreement to the contrary
notwithstanding, the employment of the Executive shall in no event be considered
to have been terminated by the Company for Cause if termination of his
employment took place (a) as the result of bad judgment or negligence on the
part of the Executive, or (b) as the result of an act or omission without the
intent of gaining therefrom, directly or indirectly, a profit to which the
Executive was not legally entitled, or (c) because of an act or omission
believed by the Executive in good faith to have been in or not opposed to the
interest of the Company, or (d) for any act or omission in respect of which a
determination could properly be made that the Executive met the applicable
standard of conduct prescribed for indemnification or reimbursement or payment
of expenses under the Policies of the Company or the laws of the State of
Wyoming or the directors’ and officers’ liability insurance of the Company, in
each case as in effect at the time of such act or omission, or (e) as the result
of an act or omission that occurred or began more than twelve calendar months
prior to the Executive’s having been given notice of his Termination of
Employment for such act or omission, unless the commission or commencement of
such act or such omission could not have been reasonably known to a member of
the Board of Directors of the Company (other than the Executive, if he is then a
member of the Board of Directors) in the twelve month period from the date of
the commission or commencement of such act or such omission.

     

    7.04 In the
event that the Executive’s employment shall be terminated by the Company during
the Period of Employment and such termination is alleged to be for Cause, or the
Executive’s right to terminate his employment under paragraph 7.02(b) above
shall be questioned by the Company or for any reason, the Executive shall have
the right, in addition to all other rights and remedies provided by law, at his
election either to seek arbitration in Houston, Harris County, Texas under the
rules of the American Arbitration Association by serving a notice to arbitrate
upon the Company or to institute a judicial proceeding in Houston, Harris
County, Texas, in either case within 90 days after having received written
notice that his Termination of Employment is subject to question or that the
Company is withholding or proposes to withhold any payments or provision of
benefits or within such longer period as may reasonably be necessary for the
Executive to take action in the event that his illness or incapacity should
preclude his taking such action within such 90-day period.

     

    7.05 Each
party hereto hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts in Houston, Harris County, Texas, for the purposes of
any proceeding arising out of this Agreement.

     

    8. Confidential
Information

     

    8.01 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 not engaged to
render services to the Company, any confidential information obtained by him
while in the employ of the Company, including, without limitation, any of the
Company’s inventions, processes, methods of distribution or customers or trade
secrets; 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 from disclosure required by law or Court
order.

     

    8.02 The
Executive also 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 of Directors of the Company, any drawing, blueprint,
specification or other document of the Company and its affiliates, which is of a
confidential nature relating to the Company and its affiliates, or without
limitation, relating to its or their methods of distribution, or any description
of any formulae or secret processes.

     

    9. 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:           
                 Michael
F. Milam

    P.O. Box 2

    Timnath,
CO  80547

    


     

    10. General
Provisions

     

    10.01 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.

     

    10.02 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 or other appropriate remedy to enforce performance of such
agreements.

     

    10.03 No right
or interest or in any payments shall be assignable by the Executive; provided,
however, that this provision shall not preclude him from designating one or more
beneficiaries to receive any amount that may be payable after his death and
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. The term “beneficiaries” as used in this
Agreement shall mean a beneficiary or beneficiaries so designated to receive any
such amount or, if no beneficiary has been so designated, the legal
representative of the Executive’s estate.

     

    10.04 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. 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.

     

    10.05 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.

     

    10.06 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.

     

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

     

    10.08  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.

     

    10.09 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.

     

    10.10 Except in
the case of a merger involving the Company with respect to which under
applicable law the surviving corporation of such merger will be obligated under
this Agreement in the same manner and to the same extent as the Company would
have been required if no such merger had taken place, the Company will require
any successor, by purchase or otherwise, to all or substantially all of the
business and/or assets of the Company, to execute an agreement whereby such
successor expressly assumes and agrees to perform this Agreement in the same
manner and to the same extent as the Company would have been required if no such
succession had taken place and expressly agrees that the Executive may enforce
this Agreement against such successor.  Failure of the Company to
obtain any such required agreement and to deliver such agreement to the
Executive prior to the effectiveness of any such succession shall be a material
breach of this Agreement.  As used in this Agreement, “Company” shall
mean the Company as hereinbefore defined and any successor to its business
and/or assets as aforesaid that executes and delivers the agreement provided for
in this paragraph 10.10 or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law.

     

    10.11 This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas.

     

    10.12 To the
extent that any payment made or benefit provided to the Executive pursuant to
the terms of this Agreement or otherwise results in the Executive being subject
to any income, excise, or other tax at a rate above the rate ordinarily
applicable to wages and salaries paid in the ordinary course of business
(“Penalty Tax”), whether as a result of the provisions of Sections 280G, 4999 or
409A of the Code, or any similar or analogous provisions of the Code or any
other statute, whether adopted subsequent to the date hereof or otherwise, then
the amount due the Executive under this Agreement shall be increased by an
amount (the “Additional Amount”) such that the net amount received by the
Executive after paying any applicable Penalty Tax (including any interest or
penalties thereon) and any federal, state or other taxes on such Additional
Amount, shall be equal to the amount that the Executive would have received if
such Penalty Tax were not applicable.  Such Additional Amount shall be
paid to the Executive immediately prior to such time or times that the Penalty
Tax is due and in no event later than one day after such due date.

     

    10.13 To the
extent the Executive prevails in whole or in part in any matter contesting the
validity or enforceability of this Agreement or the amount of benefit claimed by
the Executive hereunder, the Company shall pay all legal fees and expenses that
the Executive incurs as a result of or in connection with such matter. The
Executive shall not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise and amounts
received from other employment or otherwise by the Executive shall not be
recoupable by the Company against the amounts paid or payable to the Executive
pursuant to the terms of this Agreement.

     

    10.14 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.

     

    10.15 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.

     

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

     

    FRONTIER OIL CORPORATION

     

    By:  /s/ Michael
C. Jennings

     

    Name:  Michael C.
Jennings

     

    Title:  EVP &
Chief Financial Officer

     

    


    


    EXECUTIVE

    


    /s/ Michael F.
Milam

    Michael F. Milam