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