EXHIBIT 10.41
AMENDMENT
TO THE TESORO PETROLEUM CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
THIS AGREEMENT by Tesoro Petroleum Corporation (the "Sponsor"),
WITNESSETH:
WHEREAS, the Sponsor maintains the Plan known as "Tesoro Petroleum
Corporation 1995 Non-Employee Director Stock Option Plan" (the "Plan"); and
WHEREAS, the Sponsor retained the right in Paragraph 13 of the Plan to
amend the Plan from time to time; and
WHEREAS, the Board of Directors of the Sponsor approved resolutions on the
13th day of May, 2002, to amend the Plan;
NOW, THEREFORE, the Sponsor agrees that, effective upon the approval of a
majority of the stockholders of the Sponsor, Paragraph 3 of the Plan is hereby
amended in its entirety to read as follows:
3. OPTION SHARES. The stock subject to the Options and other provisions
of the Plan shall be shares of the Company's Common Stock, $.16-2/3
par value (or such other par value as may be designated by act of
the Company's stockholders) (the "Common Stock"). In addition, for
purposes of the Plan and the Options, the term Common Stock shall
also be deemed to include any rights to purchase ("Rights") the
Participating Preferred Stock, no par value, of the Company that may
then be trading with the Common Stock as provided in the Rights
Agreement between the Company and Chemical Bank, N.A., relating to
the Rights. The total amount of the Common Stock with respect to
which Options may be granted shall not exceed in the aggregate
300,000 shares; provided, that the class and aggregate number of
shares which may be subject to the Options granted hereunder shall
be subject to adjustment in accordance with the provisions of
Paragraph 12 hereof. Such shares may be treasury shares or
authorized but unissued shares.
If any outstanding Option shall expire, terminate or be surrendered
for any reason or cause, including, but not limited to, the death of
the optionee or the fact that the optionee ceases to be a director,
the shares of Common Stock allocable to the unexercised portion of
such Option may again be subject to an Option under the Plan.
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