0000950134-06-020338 Sample Contracts

AGREEMENT
Agreement • November 3rd, 2006 • Tesoro Corp /New/ • Petroleum refining • Texas

THIS AGREEMENT dated this 1st day of November, 2006, is between Tesoro Corporation, a Delaware corporation, whose address is 300 Concord Plaza Drive, San Antonio, Texas 78216 (hereinafter “Tesoro”) and Bruce A. Smith, whose address is 400 Elizabeth Road, San Antonio, Texas 78209 (hereinafter “Smith”).

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SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 3rd, 2006 • Tesoro Corp /New/ • Petroleum refining

This Second Amendment (the “Amendment”) is entered into as of November 1, 2006 (the “Effective Date”) as an amendment to the Amended and Restated Employment Agreement entered into by and between Tesoro Corporation (the “Company”) and Bruce A. Smith (the “Executive”) as of December 3, 2003, as previously amended by the First Amendment thereof (the “Employment Agreement”),

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