exv10w20



 






Exhibit 10.20




WESTERN REFINING LONG-TERM INCENTIVE PLAN




RESTRICTED STOCK GRANT AGREEMENT




     This RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of the ___day of
                    , 20___(the “Grant Date”), between Western Refining, Inc., a Delaware corporation (the
“Company”), and                                          (“Participant”).



     1. Grant of Restricted Shares. To carry out the purposes of the Western Refining,
Long-Term Incentive Plan (the “Plan”), and subject to the conditions described in this Agreement
and the Plan, the Company hereby grants to Participant all rights, title and interest in the record
and beneficial ownership of                                          (                    ) shares (the “Restricted Shares”) of common
stock, $0.01 par value per share, of the Company (“Common Stock”). The grant of such Restricted
Shares shall be effective as of the Grant Date. All capitalized terms not otherwise defined herein
shall have the meanings set forth in the Plan, the terms of which are incorporated herein by
reference. The Plan and this Agreement shall be administered by the Compensation Committee of the
Board of Directors of the Company (the “Committee”).



     2. Issuance and Transferability. The Restricted Shares may be evidenced in such a
manner as the Committee shall deem appropriate. Any certificates representing the Restricted
Shares granted hereunder shall be issued in the name of the Participant pursuant to the terms of
the Plan as of the Grant Date and shall be marked with the following legend:



“The shares represented by this certificate have been issued
pursuant to the terms of the Western Refining Long-Term
Incentive Plan and may not be sold, pledged, transferred,
assigned or otherwise encumbered in any manner except as is set
forth in the terms of the Restricted Stock Grant Agreement dated
                    .”


Until restrictions lapse, the Restricted Share certificates shall be left on deposit with the
Company along with a stock power (substantially in the form attached thereto as Exhibit A)
endorsed in blank and shall not be transferable except by will or the laws of descent and
distribution or pursuant to a domestic relations order. No right or benefit hereunder shall in any
manner be liable for or subject to any debts, contracts, liabilities or torts of Participant. Any
purported assignment, alienation, pledge, attachment, sale, transfer or other encumbrance of the
Restricted Shares, prior to the lapse of restrictions, that does not satisfy the requirements
hereunder shall be void and unenforceable against the Company. Notwithstanding the foregoing, in
the case of Participant’s Disability or death, Participant’s rights under this Agreement may be
exercised by Participant’s guardian or legal representative.




     3. Vesting/Forfeiture. Participant shall vest in his rights under the Restricted
Shares, and the Company’s right to reclaim such shares or dividends shall lapse with respect to
33.33% of the Restricted Shares, on each of the first, second and third anniversaries of the Grant
Date (the “Vesting Dates”), provided that Participant remains continuously employed by the Company
from the Grant Date to such Vesting Date. Notwithstanding the foregoing, all Restricted Shares not
then vested shall vest immediately if Participant’s employment with the Company terminates due to



 









 







Participant’s Disability or death. In the event of a Change of Control, the Committee may, in its
sole discretion, accelerate vesting. If Participant’s employment with the Company terminates other
than by reason of Disability or death, the Restricted Shares (to the extent not then vested) shall
be forfeited as of the date Participant’s employment so terminates. As soon as administratively
feasible following the vesting of the Restricted Shares, a Common Stock certificate evidencing the
vested Restricted Shares, less the amount of Common Stock withheld pursuant to paragraph 6 hereof,
shall be delivered without charge to the Participant, or Participant’s designated representative,
free of all restrictions.



     4. Ownership Rights/Dividends. Participant shall be entitled to all voting rights
applicable to the Restricted Shares. Any cash dividends that may be paid on the Restricted Shares
after the Grant Date shall be paid to the Participant (reduced by the amount of any taxes required
to be withheld with respect to such payment) in the same manner as the payment of dividends to the
holders of unrestricted Common Stock.



     5. Employment Relationship. For purposes of this Agreement, Participant shall be
considered to be in the employment of the Company as long as Participant remains an Employee of
either the Company, a parent or subsidiary corporation (as defined in section 424 of the Code) of
the Company, or a corporation or a parent or subsidiary of such corporation assuming this
Agreement. Any question as to whether and when there has been a termination of such employment,
and the cause of such termination, shall be determined by the Committee in its sole discretion, and
its determination shall be final.



     6. Withholding of Taxes. The Company shall have the right to take any action as may
be necessary or appropriate to satisfy any federal, state or local tax withholding obligations,
including, but not limited to, the right to withhold cash or shares of Common Stock sufficient to
pay the amount required to be withheld and to cause such Common Stock to be sold and the proceeds
remitted to the Company. In the event that the proceeds of such sale shall exceed the legally
required withholding amount, the Company shall remit the difference in cash to Participant. In the
event that the proceeds of such sale are less than the legally required withholding amount, the
Company may withhold the difference from any cash or Common Stock then or thereafter payable to
Participant. Participant agrees that, if Participant makes an election under Section 83(b) of the
Code with regard to the Restricted Shares, Participant will so notify the Company in writing within
two (2) days after making such election, so as to enable the Company to timely comply with any
applicable governmental reporting requirements.



     7. Reorganization of the Company. The existence of this Agreement shall not affect
in any way the right or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure
or its business; any merger or consolidation of the Company; any issuance of bonds, debentures,
preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof;
the dissolution or liquidation of the Company; any sale or transfer of all or any part of its
assets or business; or any other corporate act or proceeding, whether of a similar character or
otherwise.



     8. Recapitalization Events. In the event of stock dividends, spin-offs of assets or
other extraordinary dividends, stock splits, combinations of shares, recapitalizations, mergers,
consolidations, reorganizations, liquidations, issuances of rights or warrants and similar
transactions or events involving the Company (“Recapitalization Events”), then for all purposes
references



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herein to Common Stock or to Restricted Shares shall mean and include all securities or other
property (other than cash) that holders of Common Stock are entitled to receive in respect of
Common Stock by reason of each successive Recapitalization Event, which securities or other
property (other than cash) shall be treated in the same manner and shall be subject to the same
restrictions as the underlying Restricted Shares.



     9. Status of Common Stock. If required, the Company will register for issuance under
the Securities Act of 1933, as amended (the “Act”), the shares of Common Stock acquired pursuant to
this Agreement and keep such registration effective. In the absence of such effective
registration or an available exemption from registration under the Act, issuance of shares of
Common Stock acquired pursuant to this Agreement will be delayed until registration of such shares
is effective or an exemption from registration under the Act is available. The Company intends to
use its reasonable efforts to ensure that no such delay will occur. In the event exemption from
registration under the Act is available, Participant (or the person permitted to receive
Participant’s shares in the event of Participant’s incapacity or death), if requested by the
Company to do so, will execute and deliver to the Company in writing an agreement containing such
provisions as the Company may require assuring compliance with applicable securities laws. The
Company shall incur no liability to Participant for failure to register the Common Stock or
maintain the registration.



     Participant agrees that the shares of Common Stock, which Participant may acquire pursuant to
this Agreement, will not be sold or otherwise disposed of in any manner that would constitute a
violation of any applicable securities laws, whether federal or state. Participant also agrees (i)
that the certificates representing such shares of Common Stock may bear such legend or legends as
the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii)
that the Company may refuse to register the transfer of the shares of Common Stock acquired
pursuant to this Agreement on the stock transfer records of the Company if such proposed transfer
would, in the opinion of counsel satisfactory to the Company, constitute a violation of any
applicable securities law and (iii) that the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of such shares.



     10. Severability. In the event that any provision of this Agreement shall be held
illegal, invalid or unenforceable for any reason, such provision shall be fully severable and shall
not affect the remaining provisions of this Agreement, and this Agreement shall be construed and
enforced as if the illegal, invalid or unenforceable provision had never been included herein.



     11. Certain Restrictions. By executing this Agreement, Participant acknowledges that
Participant will enter into such written representations, warranties and agreements and execute
such documents as the Company may reasonably request in order to comply with the terms of this
Agreement, the Plan, any securities laws or any other applicable laws, rules or regulations.



     12. Amendment and Termination. Except as otherwise provided in the Plan or this
Agreement, no amendment or termination of this Agreement shall be made by the Company without the
written consent of the Participant.



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     13. No Guarantee of Tax Consequences. The Company makes no commitment or guarantee
to Participant that any federal or state tax treatment will apply or be available to any person
eligible for benefits under this Agreement.



     14. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors to the Company and all persons lawfully claiming under Participant.



     15. Governing Law and Venue. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas, without regard to any principles of conflicts of
law. The courts in Dallas County, Texas shall be the exclusive venue for any dispute regarding the
Plan or this Agreement.



[SIGNATURE PAGE FOLLOWS]




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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and Participant has executed this Agreement, all as of the day and year
first above written.



WESTERN REFINING, INC.




	 	 	 	 	 	 	 
	By:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	PARTICIPANT:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	Address:	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





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Exhibit A

COMMON STOCK POWER




     FOR VALUE RECEIVED,                     (“Transferor”) hereby sells, assigns and
transfers unto Western Refining, Inc.
                                
shares of the common stock, no par value
(“Common Stock”), of Western Refining, Inc., a Delaware corporation (the
“Company”), which shares of Common Stock are represented by certificate no(s).                    ,
and hereby irrevocably appoints                                          as attorney-in-fact to transfer such shares of
Common Stock on the books of the Company, with full power of substitution on the premises.



	 	 	 
	Dated:
	 	 
	 

	 	 





	 	 	 
	TRANSFEROR:
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 
	Printed Name: