Exhibit 10.2
[PREMCOR LOGO APPEARS HERE]
Xxxxxx X. X'Xxxxxx
Chairman & Chief Executive Officer
0000 Xxxx Xxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
telephone: (000) 000.000.0000
facsimile: (001) 203.637-4866
January 22, 2003
[Executive's Name]
[Address]
[Address]
Dear [Executive's Name]:
On [execution date] you executed an Employment Agreement ("Agreement") with the
Company that provided that you would receive an annual grant of stock options
under terms defined in the Agreement.
Management and the Company's Board of Directors has determined that it is
desirable to modify the terms for the year 2003 only of the grant of stock
options. Under these new terms, during the month of January of the year 2003,
you will receive a grant of options to purchase [See Schedule A attached hereto]
shares of Company common stock at an exercise price per share equal to Fair
Market Value (as defined in the Plan) on the date of grant (the "Annual
Options"). Subject to your continued employment with the Company, such Annual
Options will vest in equal installments on each of the first five anniversaries
of the date of grant, and will become fully vested upon the occurrence of a
Change in Control of the Company. Other terms and conditions of the Annual
Options shall be as set forth your Agreement, in the Plan, and an option
agreement between you and the Company. If the Company should, prior to any
Annual Option grant, be involved in any merger, reorganization, stock split or
spinoff or other similar event, the number of shares subject to the Annual
Options yet to be granted, as provided above, shall be adjusted on a pro rata
basis.
Your acceptance of this letter shall serve as your consent to the change in
terms with respect to your Annual Options. This letter shall also serve as a
waiver by you of the change in terms of your Annual Options as a purported
breach of your employment agreement.
Please execute one copy of this letter and return it to Xxxxx X. Xxxx, Senior
Vice President and Chief Administrative Officer.
Sincerely,
/s/ Xxxxxx X. X'Xxxxxx
Xxxxxx X. X'Xxxxxx
Agreed and Accepted:
Date:
-------------------------------------------- ----------------------------
[Name]
Schedule A
Number of Options
-----------------
Xxxxxxx X. Xxxxx 40,000
Xxxxxxx X. Xxxxxx 40,000
Xxxxx X. Xxxx 40,000
Xxxxxx X. Xxxxxx 40,000
Xxxxx X. Xxxxxx 75,000
