8-K

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): February 18, 2015

Par Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-36550	84-1060803
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Gessner Road, Suite 875 Houston, Texas	77024
(Address of principal executive offices)	(Zip Code)

(713) 969-3293

(Registrant’s telephone number, including area code)

(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. below):

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Executive Compensation Plan

As previously disclosed, on June 12, 2014, the Board of Directors (the “Board”) of Par Petroleum Corporation (the “Company”), upon the recommendation of the compensation committee of the Board (the “Committee”), adopted a plan for the compensation of the Company’s officers and directors (the “Executive Compensation Plan”). The Executive Compensation Plan included a Stock Purchase Plan (the “SPP”), a Discretionary Long Term Incentive Plan for 2014 (the “2014 Discretionary LTIP”) and a NAV (Net Asset Value) Unit Plan (the “NAV Plan”).

On February 18, 2015, the Committee terminated the NAV Plan and amended the 2014 Discretionary LTIP to provide that (i) subject to the Committee’s determination of the satisfaction of certain performance criteria, all equity based awards under the 2014 Discretionary LTIP will be made annually (instead of quarterly), (ii) all grants of restricted common stock or restricted stock units (for Canadian employees) will vest on an annual basis over four years from the date of grant (instead of three years) and be based on the closing price of the common stock on the date of grant (instead of a 30-day VWAP) and (iii) all grants of nonstatutory stock options will have a term of eight years (instead of five years) and will vest on an annual basis over four years from the date of grant (instead of three years) with the number of shares for such awards based on a Black Scholes model (35% volatility) and the exercise price equal to the closing price of the common stock on the date of grant. As amended, the 2014 Discretionary LTIP provides for the grant of (i) cash bonuses, (ii) restricted common stock or restricted stock units (for Canadian employees) and (iii) nonstatutory stock options, in each case, to certain employees selected by the Committee. Awards of restricted common stock /restricted stock units and nonstatutory stock options under the 2014 Discretionary LTIP will be made under the Par Petroleum Corporation 2012 Long Term Incentive Plan (the “2012 LTIP”). Awards of restricted common stock, restricted stock units and nonstatutory stock options will be made pursuant to the terms and conditions of an Award of Restricted Stock (the “Discretionary LTIP Restricted Stock Award”), an Award of Restricted Stock Units (the “Discretionary LTIP RSU Award”) and a Nonstatutory Stock Option Agreement (the “Discretionary LTIP Option Agreement”), respectively.

The foregoing description of the amended 2014 Discretionary LTIP is not complete and is qualified in its entirety by reference to the full text of the 2014 Discretionary LTIP, the Discretionary LTIP Restricted Stock Award, the Discretionary LTIP RSU Award and the Discretionary LTIP Option Agreement, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and incorporated by reference herein.

In addition, on March 13, 2015 and pursuant to the amended 2014 Discretionary LTIP, the Committee granted cash bonuses, restricted common stock and nonstatutory stock options to the Company’s executive officers related to performance in 2014 as follows:

	Cash Bonus		Restricted Common Stock		Nonstatutory Stock Options(1)
William Monteleone Senior Vice President of Mergers & Acquisitions	$	168,750		7,660		17,381
Christopher Micklas Chief Financial Officer	$	178,200		12,257		15,295
James Matthew Vaughn(2) Senior Vice President and General Counsel	$	69,727		6,594		5,984

(1) The exercise price of the nonstatutory stock options was $20.07 per share.

(2) On March 18, 2015 and pursuant to the amended 2014 Discretionary LTIP, the Committee granted Mr. Vaughn an additional cash bonus of $92,273, an additional grant of 8,376 shares of restricted common stock and an additional grant of 7,688 nonstatutory stock options with an exercise price of $20.91 per share.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Par Petroleum Corporation Discretionary Long Term Incentive Plan for 2014 dated June 12, 2014 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 11, 2014).
10.2	Form of Award of Restricted Stock (Discretionary Long Term Incentive Plan).
10.3	Form of Award of Restricted Stock Units (Discretionary Long Term Incentive Plan).
10.4	Form of Nonstatutory Stock Option Agreement (Discretionary Long Term Incentive Plan).

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SIGNATURE

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.

	Par Petroleum Corporation
Dated: April 2, 2015	/s/ Brice Tarzwell
	Brice Tarzwell Senior Vice President, Chief Legal Officer and Secretary

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EX-10.2

Exhibit 10.2

Time Vesting Grant

[Name]

PAR PETROLEUM CORPORATION

AWARD OF RESTRICTED STOCK

(Employee)

In this Award, Par Petroleum Corporation (the “Company”) grants to [            ] (the “Participant”), an Employee, Restricted Stock under the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Plan”). This Award of Restricted Stock is governed by the terms of this Award document and the Plan. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan.

1. The “Date of Grant” is [            ].

2. The total number of shares of Restricted Stock granted is [            ].

3. The Vesting Dates for the Restricted Stock granted in this Award are as follows:

Subject to item 4 below, Participant shall not become vested in any of the Restricted Stock granted unless he or she is continuously employed with the Company or an Affiliate from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any Restricted Stock until such Restricted Stock become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse on the following applicable dates (each a “Vesting Date”): as to one quarter (1/4) of the Restricted Stock on             , 2016 and an additional one quarter (1/4) of the Restricted Stock on each anniversary of [Date] until the Restricted Stock is 100% Vested. The Restricted Stock as to which such restrictions so lapse are referred to as “Vested.”

4. Other Vesting Events are as follows:

Notwithstanding the foregoing vesting schedule in item 3, the Restricted Stock will be 100% Vested upon any one of the following “Vesting Events”: (a) Participant’s termination of employment with the Company and its Affiliates due to death or Disability, (b) the Participant’s termination of employment by the Company and its Affiliates without Cause or (c) upon a Change in Control. The date of the Participant’s termination of employment with the Company and its Affiliates on account of one of the Vesting Events shall be the Vesting Date for purposes of this Award. The date of the Change in Control shall be the Vesting Date for purposes of this Award.

5. Other Terms and Conditions:

(a) No Fractional Shares. All provisions of this Award concern whole shares of Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

(b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide services to the Company or any of its Affiliates.

(c) Independent Tax Advice and Acknowledgments. Participant has been advised and Participant hereby acknowledges that he or she has been advised to obtain independent legal and tax advice regarding this Award, the grant of the Restricted Stock and the disposition of such shares, including, without limitation, the election available under Section 83(b) of the Internal Revenue Code. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Award.

The Restricted Stock granted hereunder will be subject to all applicable federal, state and local taxes domestic and foreign and withholding requirements (including, without limitation, any withholding required under any other employee benefit plan maintained by the Company or an Affiliate). The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Award.

PARTICIPANT: [Print Name]

Signature:

Date:
PAR PETROLEUM CORPORATION
By:
Name:	Brice Tarzwell
Title:	Senior Vice President, Chief Legal Officer and Secretary
Date:

EX-10.3

Exhibit 10.3

PAR PETROLEUM CORPORATION

AWARD OF RESTRICTED STOCK UNITS

(Canada)

In this Award, Par Petroleum Corporation (the “Company”) grants [            ] (the “Participant”), an Employee, Restricted Stock Units (“RSUs”) which upon becoming “Vested” (as provided below), on the applicable “Vesting Date” (as defined below), will entitle the Participant to receive the number of shares of Stock equal to the number of RSUs granted hereunder that have become vested on that date. All terms and conditions of the RSUs and Stock that may be issued are granted under and governed by the terms of the Par Petroleum Corporation 2012 Long Term Incentive Plan (“Plan”) and this Award. All capitalized terms not defined in this Award shall have the meaning of such terms as provided in the Plan.

1. The “Date of Grant” is                     .

2. The total number of RSUs granted is                     .

3. The Vesting Dates for the RSUs granted in this Award are as follows:

Subject to Item 4 below, Participant shall not become vested in any of the RSUs granted unless he or she is continually employed with Company or an Affiliate from the Date of Grant through the Vesting Date, and Participant may not sell, assign, transfer, exchange, pledge, encumber, gift, devise, hypothecate or otherwise dispose of any RSUs until such RSUs become Vested as provided herein. The transfer restrictions and substantial risk of forfeiture imposed in the foregoing sentence shall lapse on the following applicable dates (each a “Vesting Date”): as to one quarter (1/4) of the RSUs on             , 2016 and an additional one quarter (1/4) of the Restricted Stock on each anniversary of [Date] until the RSUs are 100% Vested. The RSUs as to which such restrictions so lapse are referred to as “Vested.”

4. Other Vesting Events are as follows:

Notwithstanding the foregoing vesting criteria in item 3, the RSUs that have not been previously forfeited will be Vested upon the date of the occurrence of any one of the following “Vesting Events”, on the date of the Vesting Event: (a) Participant’s termination of employment with the Company and its Affiliates due to death or Disability, (b) the Participant’s termination of employment by the Company and its Affiliates without Cause, or (c) upon a Change in Control. The date of the occurrence of one of the Vesting Events shall be the Vesting Date for purposes of this Award so long as the Participant has been continuously employed with the Company or a Company Affiliate from the Date of the Grant through the date of the Vesting Event.

5. Other Terms and Conditions:

(a) No Fractional Shares. All provisions of this Award concern whole shares of Stock. If the application of any provision hereunder would yield a fractional share, such fractional share shall be rounded down to the next whole share if it is less than 0.5 and rounded up to the next whole share if it is 0.5 or more.

(b) Not an Employment or Service Agreement. This Award is not an employment agreement, and this Award shall not be, and no provision of this Award shall be construed or interpreted to create any right of Participant to continue employment with or provide services to the Company or any of its Affiliates.

(c) Code Section 409A. To the extent that this Award of RSUs is deferred compensation subject to Code Section 409A, this Award is intended and will be interpreted to comply with the requirements of Code Section 409A, and the Committee shall use the applicable definitions from Code Section 409A in the administration of this Award, such as a more restrictive definition of Change in Control to comply with Code Section 409A to the extent that it is required and a termination of employment shall mean a Separation from Service (as defined below). To the extent required by Code Section 409A, if the Participant is Specified Employee (as defined below), a distribution on account of a Separation from Service may not be made before the date which is the first business day that is six months after the date of the Participant’s Separation from Service (or, if earlier, the date of the Participant’s death). For purposes of the foregoing, the terms “Separation from Service” and “Specified Employee,” shall be defined in the same manner as those terms are defined for purposes of Section 409A of the Code, and the limitations set forth herein shall be applied in such manner (and only to the extent) as shall be necessary to comply with any requirements of Section 409A of the Code that are applicable to this Award. To the extent that this Award is subject to Code Section 409A, the Committee shall not have any discretion otherwise provided in this Plan to the extent such discretion is prohibited under Code Section 409A with respect to deferred compensation including, without limitation, any discretion to accelerate or substitute under Section 25. In addition, if this Award is subject to Code Section 409A, the Committee may interpret or amend this Award to comply with Code Section 409A without the Participant’s consent even if such amendment would have an adverse effect on this Award.

(d) Independent Tax Advice and Acknowledgments. The Participant acknowledges he or she has been advised to consult his or her tax advisor with respect to this Award and the tax consequences of this Award and any payments hereunder. None of the Company, any Company Affiliate nor any officer, director, employee, shareholder or any agent of any of them guarantees or is responsible for the tax consequences to a Participant with respect to this Award under the Plan and the administration of this Award and Plan, including without limitation, any excise or penalty tax or interest under Code Section 409A. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all the terms and provisions of the Plan and this Award.

(e) This Award supersedes and replaces all prior agreements and understandings, oral or written, between the Company, Texadian Energy Canada Limited, or any of their Affiliates and the Participant regarding this Award and the RSUs and by his or her signature below the Participant acknowledges the same.

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(f) The Committee has determined in connection with this Award that the Participant may elect to have the Company withhold that number of shares of Stock otherwise deliverable to the Participant when the RSUs become Vested or to deliver to the Company a number of shares of Stock, in each case, having a Fair Market Value on the date of Vesting equal to the minimum amount required to be withheld for taxes as a result of such exercise. The election must be made in writing and must be delivered to the Company prior to the date of Vesting. If the number of shares so determined shall include a fractional share, the Participant shall deliver cash in lieu of such fractional share. All elections shall be made in a form approved by the Committee and shall be subject to disapproval, in whole or in part by the Committee.

The RSUs granted hereunder and the issuance of the Stock will be subject to all applicable federal, state and local taxes domestic and foreign and withholding requirements (including, without limitation, any withholding required under any other employee benefit plan maintained by the Company or a Company Affiliate). The Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee or the Board, as appropriate, upon any questions arising under the Plan or this Award.

PARTICIPANT:

Signature:

Date:

PAR PETROLEUM CORPORATION

By:

Date:

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EX-10.4

Exhibit 10.4

[Name]

PAR PETROLEUM CORPORATION

NONSTATUTORY STOCK OPTION AGREEMENT

(Eight Year)

1. Grant of Stock Option. As of                     , (“the Grant Date”), Par Petroleum Corporation, a Delaware corporation (the “Company”), hereby grants a Nonstatutory Stock Option (the “Option”) to                      (the “Optionee”), an Employee or Director of the Company, to purchase the number of shares of the Company’s common stock (the “Stock”) identified below, subject to the terms and conditions of this agreement (the “Agreement”) and the Par Petroleum Corporation 2012 Long Term Incentive Plan (the “Plan”) which is hereby incorporated herein in its entirety by reference. The Option is not an “incentive stock option” as defined in Section 422 of the Internal Revenue Code.

2. Definitions. All capitalized terms used herein shall have the meanings set forth in the Plan unless otherwise specifically provided herein.

3. Option Term. The Option shall commence on the Grant Date and terminate on the date immediately prior to the eighth (8^th) anniversary of the Grant Date. The period during which the Option is in effect and may be exercised is referred to herein as the “Option Period.”

4. Number of Shares of Stock and Option Price. The number of shares of Stock subject to this Option is                     . The “Option Price” per share of Stock is $        , which is the “Fair Market Value,” as defined in the Plan, per share of Stock on the Grant Date.

5. Vesting. This Option may be exercised for the total number of shares of Stock subject to this Option in accordance with the “Vesting Dates” as follows: 25% on the first anniversary of the Grant Date, and 25% on each succeeding anniversary of the Grant Date until all options have been vested, provided that the Optionee is continuously providing Services to the Company or a Company Affiliate through the applicable Vesting Date. The shares of Stock may be purchased at any time after they become vested, in whole or in part, during the Option Period; provided, however, the Option may only be exercisable to acquire whole shares of Stock. The right of exercise provided herein shall be cumulative so that if the Option is not exercised to the maximum extent permissible after vesting, the vested portion of the Option shall be exercisable, in whole or in part, at any time during the Option Period.

6. Method of Exercise. The Option is exercisable by delivery of a written notice to the Secretary of the Company, at the address for notices to the Company provided below, signed by the Optionee, specifying the number of shares of Stock to be acquired on, and the effective date of, such exercise. The Optionee may withdraw notice of exercise of this Option, in writing, at any time prior to the close of business on the business day preceding the proposed exercise date.

7. Restrictions on Exercise. The Option may not be exercised if the issuance of such Stock or the method of payment of the consideration for such Stock would constitute a violation of any applicable federal or state securities or other laws or regulations, including any laws or regulations or Company policies respecting blackout periods, or any rules or regulations of any stock exchange on which the Stock may be listed.

8. Termination of Employment. Voluntary or involuntary termination of the Optionee as an Employee of the Company and its Affiliates or any successor thereto shall affect Optionee’s rights under the Option as provided in Section 9 of the Plan.

9. Independent Legal and Tax Advice. Optionee acknowledges that the Company has advised Optionee to obtain independent legal and tax advice regarding the grant and exercise of the Option and the disposition of any Stock acquired thereby.

10. No Rights in Stock. Subject to the terms of the Plan, Optionee shall have no rights as a stockholder until the Optionee becomes the record holder of such Stock.

11. Investment Representation. Optionee will enter into such written representations, warranties and agreements as Company may reasonably request in order to comply with any federal or state securities law. Moreover, any stock certificate for any Stock issued to Optionee hereunder may contain a legend restricting their transferability as determined by the Company in its discretion. Optionee agrees that Company shall not be obligated to take any affirmative action in order to cause the issuance or transfer of Stock hereunder to comply with any law, rule or regulation that applies to the Stock subject to the Option.

12. No Guarantee of Employment or Services. The Option shall not confer upon Optionee any right to continued employment or Services with the Company or any Company Affiliate.

13. Withholding of Taxes. The Option is subject to and the Company shall have the right to take any action as may be necessary or appropriate to satisfy any federal, state, or local (foreign and domestic) tax and withholding obligations upon exercise of the Option. The Committee has determined in connection with this Award that the Company may withhold that number of shares of Stock otherwise deliverable to the Participant upon the exercise of the Option, having a Fair Market Value on the date of exercise equal to the minimum amount required to be withheld for taxes as a result of such exercise. If the number of shares so determined shall include a fractional share, the Participant shall deliver cash in lieu of such fractional share. Any election to satisfy withholding for taxes in some other manner shall be made in a form approved by the Committee and shall be subject to disapproval, in whole or in part by the Committee.

14. General.

(a) Notices. All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another. Notices shall be effective upon receipt.

(b) Nontransferability of Option. The Option granted pursuant to this Agreement is not transferable other than by will or by the laws of descent and distribution or by a qualified domestic relations order (as defined in Section 4l4(p) of the Internal Revenue Code). The Option will be exercisable during Optionee’s lifetime only by Optionee or by Optionee’s legal representative in the event of Optionee’s Disability. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities, obligations or torts of Optionee.

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Par/Incentive Compensation/Nonstatutory Stock Option Agreement/Template/Eight Year

(c) Amendment and Termination. No amendment, modification or termination of the Option or this Agreement shall be made at any time without the written consent of Optionee and Company.

(d) No Guarantee of Tax Consequences, Legal Consult. The Company and the Committee make no commitment or guarantee that any federal or state tax treatment will apply or be available to any person eligible for benefits under the Option. The Optionee has been advised and been provided the opportunity to obtain independent legal and tax advice regarding this Award including, without limitation, with respect to the grant and exercise of the Option and the disposition of any Stock acquired thereby.

(e) Severability. In the event that any provision of this Agreement shall be held illegal, invalid, or unenforceable for any reason, such provision shall be fully severable, but shall not affect the remaining provisions of the Agreement, and the Agreement shall be construed and enforced as if the illegal, invalid, or unenforceable provision had not been included herein.

(f) Supersedes Prior Agreements. This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between the Company and the Optionee regarding the grant of the Options covered hereby.

(g) Governing Law. The Option shall be construed in accordance with the laws of the State of Delaware without regard to its conflict of law provisions, to the extent federal law does not supersede and preempt Delaware law and venue shall be in Harris County, Texas.

15. Counterparts: This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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Par/Incentive Compensation/Nonstatutory Stock Option Agreement/Template/Eight Year

IN WITNESS WHEREOF, the Company, as of the Grant Date has caused this Agreement to be executed on its behalf by its duly authorized officer and Optionee has hereunto executed this Agreement as of the same date.

PAR PETROLEUM CORPORATION
By:
Name:	Brice Tarzwell
Title:	Senior Vice President and Chief Legal Officer
OPTIONEE:
Signature
Printed Name
Address:

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Par/Incentive Compensation/Nonstatutory Stock Option Agreement/Template/Eight Year