Tesoro Corporation 19100 Ridgewood Pkwy San Antonio, TX 78259 210-626-6000 June 4, 2010 Everett D. Lewis Re: Special Retention Bonus Agreement Dear Everett:
Exhibit 10.1
Tesoro Corporation
00000 Xxxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
210-626-6000
00000 Xxxxxxxxx Xxxx
Xxx Xxxxxxx, XX 00000
210-626-6000
June 4, 2010
Xxxxxxx X. Xxxxx
Dear Xxxxxxx:
Tesoro Corporation recognizes the leadership and industry experience you bring to Tesoro, and that
you could choose to retire at any time. Your commitment and contribution to Tesoro’s success is
not only appreciated but critical during this time of leadership transition.
In an effort to ensure your continued commitment, Tesoro is prepared to pay you a special cash
Retention Bonus equal to $400,000 if you remain with the Company until January 31, 2011 (the
“Retention Period”).
This payment is contingent on your continued employment
with the Company during the Retention
Period and will be paid as soon as administratively feasible 6 months following the expiration of the Retention Period.
Terms and Conditions
Tesoro is offering this Retention Bonus for your continued employment as stated above and is under
no obligation to pay any portion of this Bonus if you voluntarily resign or if you die prior to the
end of the Retention Period.
Tax and Benefit Implications
For Federal income tax purposes, this bonus payment will be taxable to you as ordinary income.
Tesoro is required to report this income on your W-2 as earned and to withhold applicable
employment taxes from your bonus payment.
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Any bonus payment made under this Agreement is considered “supplemental income” as defined by
Tesoro’s Pension and Thrift and Savings Plans, and will, therefore, be excluded from any qualified
or non-qualified retirement plan benefits calculations and/or contributions. Likewise, this bonus
payment will not be included in any other incentive bonus calculation.
Governing Law
This Agreement shall be governed under the laws of the State of Texas, except to the extent that
federal law applies.
Complete Agreement
This Agreement constitutes the final and complete agreement between the parties regarding the
subject of a Special Retention Bonus for Xxxxxxx X. Xxxxx. This Agreement may not be modified or
amended except in writing and signed by an authorized officer of Tesoro Corporation.
On behalf of Tesoro, thank you for your continued efforts and contribution.
/s/ XXXXXXX X. XXXX | ||||
Xxxxxxx X. Xxxx | ||||
President and Chief Executive Officer Tesoro Corporation |
||||
If the foregoing accurately sets forth your understanding of our agreement, please indicate
acceptance of this Agreement by signing in the space provided below.
Accepted and agreed as of this 9th day of June, 2010.
/s/ XXXXXXX X. XXXXX | ||||
Xxxxxxx X. Xxxxx | ||||
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