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PAR PACIFIC HOLDINGS, INC. 
AMENDED AND RESTATED EXECUTIVE COMMITTEE CHARTER
Adopted as of November 4, 2015

Membership

The Executive Committee (the "Committee") of the board of directors (the "Board") of Par Pacific Holdings, Inc., a Delaware corporation (the "Company"), shall consist of four or more members of the Board.

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 cause.

Purpose

The Committee is appointed by the Board of Directors to exercise the powers and duties of the Board between Board meetings and while the Board is not in session, and implement the policy decisions of the Board.

Authority and Responsibilities

The Committee shall be subordinate and responsible to the Board. In the intervals between meetings of the Board, the Committee shall have the authority to exercise all powers and authority of the Board, including without limitation the powers and authority enumerated in the Amended and Restated Bylaws of the Company, as amended (the “Bylaws”). However, the Committee shall not have the powers or authority of the Board for:

  • filling vacancies or changing membership of the Board or any of its committees;
  • changing the size of the Board or any of its committees;
  • electing or removing elected officers or directors or changing their compensation;
  • amending the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) or the Bylaws;
  • adopting an agreement providing for the merger or consolidation of the Company or recommending to the stockholders the sale, lease or exchange of all or substantially all of the Company’s property and assets;
  • recommending to the stockholders a dissolution of the Company or a revocation of a dissolution;
  • declaring a dividend, authorizing the issuance of stock (except pursuant to specific authorization by the Board);
  • those matters which are expressly delegated to another committee of the Board; or
  • matters which, under the General Corporation Law of the State of Delaware, the Charter or the Bylaws cannot be delegated by the Board to a committee of the Board.

 Meetings

 The Committee shall meet as often as it determines to be necessary or appropriate. The Chairperson, if any, shall preside at each meeting, and in the event that the Board has not designated a Chairperson or in the absence of the Chairperson, one of the members or other members, as the case may be, of the Committee shall be designated as the acting chair of the meeting. A majority of the members of the Committee shall constitute a quorum for the transaction of business. The Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous written consent. Actions of the Committee shall be reported to the Board at its next regular meeting. Whenever at any meeting of the Committee any member of the Committee expresses the judgment that any matter under consideration should be referred to the Board for consideration, it shall be so referred.

Minutes of each meeting of the Committee shall be kept. Reports of meetings of the Committee, including such minutes, shall be made to the Board at the Board’s next regularly scheduled meeting, accompanied by any recommendations from the Committee to the Board.

Performance Evaluation

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.
 
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