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EXHIBIT 10.8
FIRST AMENDMENT
TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This First Amendment to Amended and Restated Employment Agreement (the
"Amendment") modifies that certain Amended and Restated Employment Agreement
(the "Agreement") dated November 1, 1997, by and between Xxxxx X. Xxxxx
("Employee") and Tesoro Petroleum Corporation, a Delaware corporation (the
"Company"). This Amendment is effective as of October 28, 1998. Capitalized
terms used in this Amendment not specifically defined herein shall have the
meaning ascribed thereto in the Agreement.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the Company and Employee, the Company and
Employee agree to modify the Agreement as provided in this Amendment.
1. Subsection 2(a) of the Agreement is hereby modified by replacing the
base salary number of "$600,000" with "$700,000."
2. The first paragraph of Section 5 of the Agreement is hereby modified
with the addition of the following sentence at the end of the
paragraph: "For purposes of this Section 5 and Section 8, the
provisions of such sections shall not apply to awards under the 1998
Performance Incentive Compensation Plan."
3. Section 10 of the Agreement is hereby modified with the addition of the
following sentence at the end of the section: "Notwithstanding the
foregoing, nothing in this Agreement shall be construed to limit or
modify any rights or benefits the Employee may have or be entitled to
receive under any employee benefit plan, program, strategy or
arrangement applicable to the Employee, including, without limitation,
those listed in Exhibit A."
4. Section 11 of the Agreement is hereby deleted in its entirety and
replaced with the following:
"Employee shall be entitled to the greater of four weeks
vacation annually or the number of weeks annually in
accordance with Company policy as in effect from time to time.
In the event Employee does not use his entire vacation time in
any year, Employee shall be entitled to carry over unused
vacation into the following year until his accrued vacation
reaches six weeks or such greater period as may be permitted
under the Company's vacation policy for management
executives."
5. The second paragraph of Subsection 15(f) of the Agreement is hereby
deleted in its entirety and replaced with the following:
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"The Company further represents and warrants that sufficient
shares are available and will remain available under the
Company's stock option plan(s) to fund stock option awards
under the Prior Agreement and under the stock option
agreement(s) entered into in connection therewith. With
respect to such stock options, the Company warrants that
such plan(s) meets all of the requirements of Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as
amended. The Company shall be in continuous compliance with
all applicable registration requirements with respect to the
Company's Common Stock issued under any such stock option
agreement. Upon exercise of such stock options, all shares
subject thereto will be fully paid and non-assessable."
Except as specifically modified in this Amendment, the Agreement shall
remain as originally written. All references to the Agreement shall hereafter
mean such agreement as modified by this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written.
COMPANY: TESORO PETROLEUM CORPORATION
/s/ XXXXX X. XXXX, XX.
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Xxxxx X. Xxxx, Xx.
Executive Vice President, General
Counsel and Secretary
EMPLOYEE: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
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