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0000950134-07-015214.txt : 20070716 0000950134-07-015214.hdr.sgml : 20070716 20070716160906 ACCESSION NUMBER: 0000950134-07-015214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070711 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070716 DATE AS OF CHANGE: 20070716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TESORO CORP /NEW/ CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03473 FILM NUMBER: 07981586 BUSINESS ADDRESS: STREET 1: 300 CONCORD PLAZA DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78216-6999 BUSINESS PHONE: 2108288484 MAIL ADDRESS: STREET 1: 300 CONCORD PLAZA DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78216-6999 FORMER COMPANY: FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ DATE OF NAME CHANGE: 19920703 8-K 1 d48225e8vk.htm FORM 8-K e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


	Date of Report (Date of earliest event reported):
	July 11, 2007


	Tesoro Corporation
	(Exact name of registrant as specified in its charter)


Delaware	1-3473	95-0862768
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)


	300 Concord Plaza Drive
	San Antonio, Texas		78216-6999
	(Address of principal executive offices)		(Zip Code)


	(210) 828-8484
	(Registrant’s telephone number, including area code)


	Not Applicable
	(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01		Entry into a Material Definitive Agreement.

Effective July 11, 2007, Tesoro Corporation (the “Company”) amended employment agreements between the Company and (i) William J. Finnerty and (ii) Everett D. Lewis. The amendments, among other things, eliminate the tax gross-up for certain fee reimbursements. The employment agreements are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.


Item 9.01		Financial Statements and Exhibits.


	(c)	Exhibits.


	10.1	Form of Second Amendment to the Employment Agreement between the Company and William J. Finnerty dated as of July 11, 2007.

	10.2	Form of Second Amendment to the Employment Agreement between the Company and Everett D. Lewis dated as of July 11, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 16, 2007


	TESORO CORPORATION


	By:	/s/ Otto C. Schwethelm

		Otto C. Schwethelm
		Vice President, Chief Financial Officer

Index to Exhibits


Exhibit Number		Description

10.1		Form of Second Amendment to the Employment Agreement between the Company and William J. Finnerty dated as of July 11, 2007.

10.2		Form of Second Amendment to the Employment Agreement between the Company and Everett D. Lewis dated as of July 11, 2007.

EX-10.1 2 d48225exv10w1.htm FORM OF SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT - WILLIAM J. FINNERTY exv10w1

SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (“Second Amendment”) is entered into as of July 11, 2007 (the “Effective Date”) as a Second Amendment to the Employment Agreement entered into by and between Tesoro Corporation (the “Company”) and William J. Finnerty (the “Executive”) as of February 2, 2005 (the “Employment Agreement”), as amended by that certain First Amendment to Employment Agreement dated as of February 2, 2006 (the “First Amendment”) by and between the Company and the Executive.

WITNESSETH:

WHEREAS, the Company and the Executive have previously entered into the Employment Agreement and the First Amendment;

WHEREAS, effective as of February 2, 2006, the Executive received a promotion from Executive Vice President, Operations to Executive Vice President and Chief Operating Officer; and

WHEREAS, the Company and the Executive wish to further amend the Employment Agreement by entering into this Second Amendment so as to (i) reflect the Executive’s promotion from Executive Vice President, Operations to Executive Vice President and Chief Operating Officer and change (ii) the amount of certain fee reimbursements to the Executive;

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions set forth herein including, but not limited to, the Executive’s employment and the payments and benefits described herein, the sufficiency of which is hereby acknowledged, the Company and the Executive hereby agree as follows:

1.		Defined Terms. Capitalized terms not otherwise defined in this Second Amendment shall have the meaning set forth in the Employment Agreement.

2.		Amendments.

(a) All references in the Employment Agreement to “Executive Vice President, Operations” are hereby amended to read “Executive Vice President and Chief Operating Officer”. Without limiting the generality of the foregoing, the Employment Agreement is hereby amended as follows:

(i) The first recital set forth in the Employment Agreement under “WITNESSETH” is hereby amended to read, in its entirety, as follows:

“WHEREAS, the Company wishes to employ the Executive as its Executive Vice President and Chief Operating Officer and the Executive wishes to continue such employment; and”

(ii) Section 3(a) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

(a) Executive shall serve as Executive Vice President and Chief Operating Officer of the Company. In such capacities, Executive shall perform such duties and have the power, authority and functions commensurate with such positions in similarly sized public companies and such other authority and functions consistent with such positions as may be assigned to Executive from time to time by the Chief Executive Officer.

(b) Section 4(a) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

(a) ANNUAL BASE SALARY. During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base Salary”) at an annual rate of $754,000 less applicable taxes, or such higher rate as may be determined from time to time by the Board of Directors of the Company (the “Board). The annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual

Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.

(e) FEE REIMBURSEMENTS.

The Company will reimburse the Executive as provided in the Company’s policies and procedures for an initiation fee or fees and dues for a country, luncheon or social club or clubs. In addition, the Company will reimburse the Executive for additional initiation fees to the extent the Board of Directors or a duly authorized committee thereof determines such fees are reasonable and in the best interest of the Company.

3. Acknowledgement and Waiver. The Company and the Executive acknowledge and agree that the promotion of the Executive from Executive Vice President, Operations to Executive Vice President and Chief Operating Officer and the related change in his positions, duties and responsibilities shall not be deemed to constitute (i) a material diminution of Executive’s positions, duties or responsibilities under the Employment Agreement or the assignment to the Executive of duties or responsibilities that are inconsistent with the Executive’s position, (ii) the removal of the Executive from officer positions with the Company specified in the Employment Agreement, or (iii) a material breach by the Company of any provision of the Employment Agreement, for purposes of the definition of “Good Reason” set forth in the Employment Agreement. The Executive hereby irrevocably waives any claim that the promotion from Executive Vice President, Operations to Executive Vice President and Chief Operating Officer constitutes Good Reason under the terms of the Employment Agreement.

4. Employment Agreement Remains in Full Force and Effect. Except as expressly amended by this Second Amendment, the Employment Agreement, as amended by the First Amendment, shall remain in full force and effect and all of the terms of the Employment

Agreement, as amended by the First Amendment, are hereby incorporated into this Second Amendment.

5. Governing Law. This Second Amendment shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed in that State, without regard to its conflict of laws provisions.

6. Miscellaneous.

(a) Waiver. The failure of a party to insist upon strict adherence to any term of this Second Amendment on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Second Amendment.

(b) Separability. If any term or provision of this Second Amendment is declared illegal or unenforceable by any court of competent jurisdiction, and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Second Amendment in full force and effect.

(c) Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Second Amendment.

(d) Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.

(e) Counterparts. This Second Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Second Amendment.

IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment as of the day and year first above written.


	TESORO CORPORATION

	By: Bruce A. Smith
	Title:	Chairman of the Board of Directors, President and Chief Executive Officer



	William J. Finnerty, Executive

EX-10.2 3 d48225exv10w2.htm FORM OF SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT - EVERETT D. LEWIS exv10w2

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (“Second Amendment”) is entered into as of July 11, 2007 (the “Effective Date”) as a Second Amendment to the Employment Agreement entered into by and between Tesoro Corporation (the “Company”) and Everett D. Lewis (the “Executive”) as of February 2, 2005 (the “Employment Agreement”), as amended by that certain First Amendment to Employment Agreement dated as of February 2, 2006 (the “First Amendment”) by and between the Company and the Executive.

WITNESSETH:

WHEREAS, the Company and the Executive have previously entered into the Employment Agreement and the First Amendment;

WHEREAS, effective as of December 24, 2006, the Executive received a promotion from Executive Vice President, Corporate Strategic Planning to Executive Vice President, Strategy and Asset Management; and

WHEREAS, the Company and the Executive wish to further amend the Employment Agreement by entering into this Second Amendment so as to (i) reflect the Executive’s promotion from Executive Vice President, Corporate Strategic Planning to Executive Vice President, Strategy and Asset Management and change (ii) the amount of certain fee reimbursements to the Executive;

1. Defined Terms. Capitalized terms not otherwise defined in this Second Amendment shall have the meaning set forth in the Employment Agreement.

2. Amendments.

(a) All references in the Employment Agreement to “Executive Vice President, Corporate Strategic Planning” are hereby amended to read “Executive Vice President, Strategy and Asset Management”. Without limiting the generality of the foregoing, the Employment Agreement is hereby amended as follows:

(i) The first recital set forth in the Employment Agreement under “WITNESSETH” is hereby amended to read, in its entirety, as follows:

“WHEREAS, the Company wishes to employ the Executive as its Executive Vice President, Strategy and Asset Management and the Executive wishes to continue such employment; and”

(ii) Section 3(a) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

(a) Executive shall serve as Executive Vice President, Strategy and Asset Management of the Company. In such capacities, Executive shall perform such duties and have the power, authority and functions commensurate with such positions in similarly sized public companies and such other authority and functions consistent with such positions as may be assigned to Executive from time to time by the Chief Executive Officer.

(b) Section 4(a) of the Employment Agreement is hereby amended to read, in its entirety, as follows:

(a) ANNUAL BASE SALARY. During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base Salary”) at an annual rate of $550,000 less applicable taxes, or such higher rate as may be determined from time to time by the Board of Directors of the Company (the “Board). The annual Base Salary shall be paid at such intervals as the Company pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning no more than 12 months after the last salary increase awarded to the Executive prior to the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual

Base Salary shall not be reduced after any such increase and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.

(e) FEE REIMBURSEMENTS.

3. Acknowledgement and Waiver. The Company and the Executive acknowledge and agree that the promotion of the Executive from Executive Vice President, Corporate Strategic Planning to Executive Vice President, Strategy and Asset Management and the related change in his positions, duties and responsibilities shall not be deemed to constitute (i) a material diminution of Executive’s positions, duties or responsibilities under the Employment Agreement or the assignment to the Executive of duties or responsibilities that are inconsistent with the Executive’s position, (ii) the removal of the Executive from officer positions with the Company specified in the Employment Agreement, or (iii) a material breach by the Company of any provision of the Employment Agreement, for purposes of the definition of “Good Reason” set forth in the Employment Agreement. The Executive hereby irrevocably waives any claim that the promotion from Executive Vice President, Operations to Executive Vice President and Chief Operating Officer constitutes Good Reason under the terms of the Employment Agreement.

Agreement, as amended by the First Amendment, are hereby incorporated into this Second Amendment.

6. Miscellaneous.

(c) Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Second Amendment.

(d) Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.

IN WITNESS WHEREOF, the parties hereto have duly executed this Second Amendment as of the day and year first above written.


	TESORO CORPORATION

	By: Bruce A. Smith
	Title:	Chairman of the Board of Directors, President and Chief Executive Officer


	Everett D. Lewis, Executive