exv10w15



 






Exhibit 10.15




LONG-TERM EQUITY APPRECIATION RIGHTS AWARD

AMENDMENT AGREEMENT




           This LONG-TERM EQUITY APPRECIATION RIGHTS AWARD AMENDMENT AGREEMENT (this “Agreement”) is
entered into as of November 9, 2005, by and between Gary R. Dalke (the “Participant”), RHC
Holdings, L.P., a Texas limited partnership (the “Company”), Western Refining, Inc., a Delaware
corporation (“WNR”), and Western Refining Company, L.P., a Delaware limited partnership (“WRLP”).



R E C I T A L S :




           WHEREAS, the Company has adopted that certain Long-Term Equity Appreciation Rights Plan (the
“EAR Plan”), the terms of which are incorporated herein by reference;



           WHEREAS, the Participant was awarded 1,000 Rights (the “Rights”) under the EAR Plan pursuant
to that certain Long-Term Equity Appreciation Rights Award with the Company, dated August 25, 2003
(the “Award”), the relevant terms of which are incorporated by reference; and



           WHEREAS, the Participant is an employee of WRLP; and



           WHEREAS, WNR is contemplating an initial public offering (“IPO”) of its common stock, $0.01
par value per share (the “Common Stock”); and



           WHEREAS, the Company desires to assign all of its rights and obligations under the EAR Plan
and the Award to WRLP, and WRLP desires to assume all such rights and obligations; and



           WHEREAS, the Participant desires to consent to the Company assigning such rights and
obligations to WRLP; and



           WHEREAS, the Company has requested, and the Participant has agreed, upon the closing of an IPO
of the Common Stock (the “Effective Time”), to cancel the Award, and as consideration therefore, to
make a payment of cash and/or restricted Common Stock (the “Restricted Stock”) to the Participant
pursuant to terms set forth in this Agreement;



           NOW THEREFORE, IT IS HEREBY AGREED, by and among the Company, WNR and the Participant, as
follows:




	1.	 	Assignment and Assumption. Effective as of the date hereof, (a) the Company hereby
irrevocably assigns, transfers, conveys and delivers to WRLP all of the Company’s right, title
and interest in and to the EAR Plan and the Award, (b) WRLP hereby assumes, and agrees to pay,
perform and discharge, all obligations and liabilities under the EAR Plan and the Award in
accordance with their respective terms, as amended by this Agreement and (c) the Participant
consents to the assignment by the Company of all of its rights and obligations under the EAR
Plan and the assumption of such rights and obligations by WRLP.






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	2.	 	Cash Payment. Promptly following the pricing of the Common Stock in the IPO (the
“Pricing Date”) and prior to the Effective Time, WRLP shall pay to the Participant a cash
amount equal to $4,300,000.00, which represents the aggregate “Fair Market Value” (as defined
in the Award) of the Rights awarded to the Participant pursuant to the Award.
	 
	3.	 	Additional Payment.






	 	(a)	 	In addition to the payment set forth in paragraph 2 of this Agreement, the
Participant shall be entitled to receive, at the Participant’s election, one of the
following additional forms of consideration:






	 	i.	 	Restricted Common Stock. The Participant shall be entitled to
receive a number of shares of Restricted Stock, computed as follows:






	 	(1)	 	the number of shares of Common Stock
outstanding immediately following the consummation of the IPO (not
including any shares of Common Stock issued in connection with the EAR
Plan or the Incentive Plan) (the “Issued Stock”) multiplied by the IPO
price of the Common Stock (the “IPO Price”), less
	 
	 	(2)	 	cash received by WNR for the sale of the Issued
Stock reduced by the amount of cash distribution to the partners of
WRLP immediately prior to the Effective Time, multiplied by
	 
	 	(3)	 	0.00001, less
	 
	 	(4)	 	the “Issue Price” (as defined in the Award) of
each Right, multiplied by
	 
	 	(5)	 	the number of Rights, less
	 
	 	(6)	 	the amount of cash paid to the Participant
pursuant to paragraph 2 of this Agreement, divided by
	 
	 	(7)	 	the IPO Price (with the resulting number of
shares of Common Stock rounded up to the nearest whole share).






	 	ii.	 	Cash. The Participant shall be entitled to receive a cash
payment equal to the amount computed pursuant to sub-clauses (1) through (6) of
clause (i) above multiplied by 50%. WRLP shall pay such cash amount to the
Participant as promptly as possible after the Pricing Date and prior to the
Effective Time.






	 	(b)	 	Any shares of Restricted Stock issued pursuant to clause (i) of sub-paragraph
(a) above shall be issued by WNR (as consideration for the Participant’s employment
with WNR or its affiliates after the Effective Time) as promptly as possible after the
Effective Time pursuant to WNR’s Long-Term Incentive Plan (the “Incentive Plan”) to be
adopted by WNR on or before the Effective Time and shall be





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	 	 	 	subject to the terms and provisions thereof. The Restricted Stock, if any, issued
to the Participant pursuant to the terms of this Agreement shall vest ratably in
each of WNR’s fiscal quarters over two years beginning on the last day of WNR’s
first full fiscal quarter after the Effective Time; provided, however, that any
unvested Restricted Stock shall immediately and fully vest upon a Change of Control
(as defined in the Incentive Plan) or Disability (as defined in the Incentive Plan)
of the Participant.
	 
	 	(c)	 	The Participant shall make the election set forth above in paragraph 3(a) by
written notice to WRLP no later than the close of business on the first business day
after the Pricing Date. If the participant does not make such election by such time,
then the participant shall be deemed to have elected to receive the consideration set
forth in paragraph 3(a)(i).






	4.	 	Release of Claims and Termination of the EAR Plan. For and in consideration of the
amounts to be paid to the Participant by WNR and WRLP, as specified above, the Participant
hereby, as of the Effective Time, forever releases, waives and disclaims any and all rights,
claims, entitlements, awards, complaints or causes of action heretofore or hereafter arising
from or in connection with the Award or the EAR Plan, including, but not limited to, any
claims against WNR, WRLP, the Company or any of their affiliates, employees, directors,
agents, successors, parents or subsidiaries, whether brought on behalf of the Participant or
its successors, assigns or devisees, including, but not limited to, any claim for payments of
any amounts under the Award or the EAR Plan. The Participant agrees that, upon payment of the
amounts specified herein, the Company, WNR and WRLP shall each have fully and completely
discharged any and all obligations to the Participant in connection with the EAR Plan, the
Award and this Agreement. The Participant further agrees and acknowledges that (a) on and
after the Effective Date, the Award and the EAR Plan shall be terminated and (b) such
termination results in the termination of any and all rights that the Participant, its
successors, assigns or devisees have or had pursuant to the Award and the EAR Plan.
	 
	5.	 	Payment and Termination. Payment pursuant to paragraph 2 above shall be made on or
as soon as administratively feasible following the Pricing Date and if not made prior to the
Effective Time, shall be a continuing liability of the successor of WLRP. In no event shall
payment be made later than thirty (30) days following the Pricing Date; provided, however,
that if the Effective Time does not occur within five (5) business days after the Pricing
Date, or if the Effective Time has not occurred on or before May 31, 2006, all provisions of
this Agreement, except for Paragraph 1, shall automatically terminate, after which time all of
the Participant’s rights as set forth in the Award and the EAR Plan shall continue in full
force and effect with such obligation being the responsibility of WRLP.
	 
	6.	 	Not an Employment or Similar Contract. This Agreement shall not confer on the
Participant any right with respect to continuance of employment or other service with the WNR
or any of its affiliates nor will it interfere with or prevent in any way the right that WNR
or any of its affiliates would otherwise have to terminate or modify the terms of the
Participant’s employment or other service at any time. The foregoing shall apply even if
it is alleged or proven that any such termination was to avoid benefits otherwise available
to the Participant under this Agreement.






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	7.	 	Withholding. All distributions of cash under this Agreement are subject to
withholding, and WRLP shall withhold all applicable taxes with respect to distributions under
this Agreement and the Participant otherwise agrees to comply with all laws applicable to the
withholding or payment of taxes applicable to payments of cash or issuances or vesting of
Restricted Stock under this Agreement.
	 
	8.	 	Counterparts. This Agreement may be executed in any number of counterparts, all of
which together shall constitute one and the same agreement.
	 
	9.	 	Further Assurances. Each party agrees to execute, acknowledge and deliver any other
agreements, documents or instruments and to take such other action as may reasonably be
required to carry out the intents and purposes of this Agreement.
	 
	10.	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the conflict of law provisions of any
state or other jurisdiction.





[SIGNATURE PAGE FOLLOWS]





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     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date set
forth above.



	 	 	 	 	 
	 	THE PARTICIPANT:

 	 
	 	/s/ Gary R. Dalke
 	 
	 	Name:  	Gary R. Dalke 	 
	 	 	 
	 
	 	THE COMPANY:





RHC HOLDINGS, L.P.

 	 
	 	By:  	WRC Refining Company, its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                         /s/ Paul L. Foster
 	 
	 	 	Name:  	Paul L. Foster 	 
	 	 	Title:  	President 	 
	 
	 	WNR:







WESTERN REFINING, INC.

 	 
	 	By:  	/s/ Paul L. Foster
 	 
	 	 	Name:  	Paul L. Foster 	 
	 	 	Title:  	President 	 
	 
	 	WRLP:





WESTERN REFINING COMPANY, L.P.

 	 
	 	By:  	Refinery Company, L.C., its general partner
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                         /s/ Paul L. Foster
 	 
	 	 	Name:  	Paul L. Foster 	 
	 	 	Title:  	President 	 
	 




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