The Compensation Committee (the
of the board of directors (the "Board") of Par Pacific Holdings, Inc., a Delaware
corporation (the "Company"),
shall consist of two or more directors. Each member of the Committee shall be
independent in accordance with the provisions of Rule 10C-1(b)(1) under
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules of the New York Stock Exchange.
Each member of the Committee must
qualify as a "non-employee director" for the purposes of Rule 16b-3
under the Exchange Act, and as an "outside director" for the purposes
of Section 162(m) of the Internal Revenue Code, as amended (the “Code”).
The members of the Committee shall
be appointed by the Board. The members of the Committee shall serve for such
term or terms as the Board may determine or until earlier resignation or death.
The Board may remove any member from the Committee at any time with or without
The purpose of the Committee is to
carry out the responsibilities delegated by the Board relating to the review
and determination of executive compensation.
Duties and Responsibilities
The Committee shall have the
following authority and responsibilities:
To review and approve annually the
corporate goals and objectives applicable to the compensation of the Company’s
chief executive officer ("CEO"), evaluate at least annually the CEO's performance
in light of those goals and objectives, and determine and approve the CEO's
compensation level based on this evaluation. In determining the long-term
incentive component of CEO compensation, the Committee may consider the
Company's performance and relative stockholder return, the value of similar
incentive awards given to CEOs at comparable companies and the awards given to
the CEO in past years and such other criteria as the Committee deems relevant.
In evaluating and determining CEO compensation, the Committee shall consider
the results of the most recent stockholder advisory vote on executive
on Pay Vote") required by Section 14A of the Exchange Act.
To approve the compensation of all
other executive officers. In evaluating and determining executive compensation,
the Committee shall consider the results of the most recent Say on Pay Vote.
To review, approve and, when
appropriate, recommend to the Board for approval, incentive compensation plans
and equity-based plans, and where appropriate or required, recommend such plans
for approval by the stockholders of the Company, which includes the ability to
adopt, amend and terminate such plans. The Committee shall also have the
authority to administer the Company's incentive compensation plans and equity-based
plans, including designation of the employees to whom the awards are to be
granted, the amount of the award or equity to be granted and the terms and
conditions applicable to each award or grant, subject to the provisions of each
plan. In reviewing and approving incentive compensation plans and equity-based
plans, including whether to adopt, amend or terminate any such plans, the
Committee shall consider the results of the most recent Say on Pay Vote.
To review and discuss with
management the Company's Compensation Discussion and Analysis ("CD&A")
and the related executive compensation information, recommend that the CD&A
and related executive compensation information be included in the Company's
annual report on Form 10-K or proxy statement and produce the compensation
committee report on executive officer compensation required to be included in
the Company's annual report on Form 10-K or proxy statement.
To review, and approve and, when
appropriate, recommend to the Board for approval, any employment agreements and
any severance arrangements or plans, including any benefits to be provided in
connection with a change in control, for the CEO and other executive officers,
which includes the ability to adopt, amend and terminate such agreements,
arrangements or plans.
To determine stock ownership
guidelines for directors, the CEO and other executive officers and monitor
compliance with such guidelines.
To review, approve and, when
appropriate, recommend to the Board for approval, all employee benefit plans
for the Company, which includes the ability to adopt, amend and terminate such
To review the Company's incentive
compensation arrangements to determine whether they encourage excessive
risk-taking, to review and discuss at least annually the relationship between
risk management policies and practices and compensation, and to evaluate
compensation policies and practices that could mitigate any such risk.
To review and recommend to the Board
for approval the frequency with which the Company will conduct Say on Pay
Votes, taking into account the results of the most recent stockholder advisory
vote on frequency of Say on Pay Votes required by Section 14A of the Exchange
Act, and review and approve the proposals regarding the Say on Pay Vote and the
frequency of the Say on Pay Vote to be included in the Company's proxy
To review director compensation for
service on the Board and Board committees at least once a year and to recommend
any changes to the Board.
To review and monitor SEC proposed
rules and related listing standards requiring companies to adopt clawback
policies on executive compensation and, if necessary, develop and recommend to
the Board for approval an Executive Compensation Clawback Policy.
review any benefit and pension plans of the Company at least once annually with
respect to financial condition and liabilities, and report to the Board.
To develop and recommend to the
Board for approval an executive officer succession plan (the "Succession Plan"),
to review the Succession Plan periodically, develop and evaluate potential
candidates for executive positions and recommend to the Board any changes to,
and any candidates for succession under, the Succession Plan.
The Committee shall have the
authority, in its sole discretion, to select, retain and obtain the advice of a
compensation consultant as necessary to assist with the execution of its duties
and responsibilities as set forth in this Charter. The Committee shall set the
compensation, and oversee the work, of the compensation consultant. The
Committee shall have the authority, in its sole discretion, to retain and
obtain the advice and assistance of outside legal counsel and such other
advisors as it deems necessary to fulfill its duties and responsibilities under
this Charter. The Committee shall set the compensation, and oversee the work,
of its outside legal counsel and other advisors. The Committee shall receive
appropriate funding from the Company, as determined by the Committee in its
capacity as a committee of the Board, for the payment of compensation to its
compensation consultants, outside legal counsel and any other advisors.
However, the Committee shall not be required to implement or act consistently
with the advice or recommendations of its compensation consultant, legal
counsel or other advisor to the compensation committee, and the authority
granted in this Charter shall not affect the ability or obligation of the
Committee to exercise its own judgment in fulfillment of its duties under this
In retaining or seeking advice from
compensation consultants, outside counsel and other advisors (other than the
Company's in-house counsel), the Committee must take into consideration the
factors affecting independence specified by the rules of the New York Stock
Exchange. The Committee may retain, or receive advice from, any compensation
advisor it prefers, including ones that are not independent, after considering
the specified factors. The Committee is not required to assess the independence
of any compensation consultant or other advisor that acts in a role limited to
consulting on any broad-based plan that does not discriminate in scope, terms
or operation in favor of executive officers or directors and that is generally
available to all salaried employees or providing information that is not
customized for a particular company or that is customized based on parameters
that are not developed by the consultant or advisor, and about which the
consultant or advisor does not provide advice.
The Committee shall evaluate whether
any compensation consultant retained or to be retained by it has any conflict
of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.
Structure and Operations
The Board shall designate a member
of the Committee as the chairperson. The Committee shall meet at least two
times a year at such times and places as it deems necessary to fulfill its
responsibilities. The Committee shall report regularly to the Board regarding
its actions and make recommendations to the Board as appropriate. The Committee
is governed by the same rules regarding meetings (including meetings in person
or by telephone or other similar communications equipment), action without
meetings, notice, waiver of notice, and quorum and voting requirements as are
applicable to the Board.
The Committee may invite such
members of management to its meetings as it deems appropriate. However, the
Committee shall meet regularly without such members present, and in all cases
the CEO and any other such officers shall not be present at meetings at which
their compensation or performance is discussed or determined.
The Committee shall review this
Charter at least annually and recommend any proposed changes to the Board for
Delegation of Authority
The Committee shall have the
authority to delegate any of its responsibilities, along with the authority to
take action in relation to such responsibilities, to one or more subcommittees
as the Committee may deem appropriate in its sole discretion. Any such subcommittee shall be comprised of
at least two members, each of which must qualify as a "non-employee
director" for the purposes of Rule 16b-3 under the Exchange Act, and as an
"outside director" for the purposes of Section 162(m) of the Code.
The Committee shall conduct an
annual evaluation of the performance of its duties under this charter and shall
present the results of the evaluation to the Board. The Committee shall conduct
this evaluation in such manner as it deems appropriate.