Appendix A
HOLLYFRONTIER CORPORATION
2020 LONG TERM
INCENTIVE PLAN
1. Purpose. The purpose of the HollyFrontier Corporation Long Term
Incentive Plan (the Plan) is to provide a means through which (a) HollyFrontier Corporation, a Delaware corporation (the Company), and its Affiliates may attract, retain and motivate qualified
persons as employees, directors and consultants, thereby enhancing the profitable growth of the Company and its Affiliates and (b) persons upon whom the responsibilities of the successful administration and management of the Company and its
Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership or awards the value of which is tied to the performance of the Company, thereby
strengthening their concern for the Company and its Affiliates. Accordingly, the Plan provides for the grant of Options, SARs, Restricted Stock, Restricted Stock Units, Stock Awards, Dividend Equivalents, Other Stock-Based Awards, Cash Awards,
Substitute Awards, or any combination of the foregoing, as determined by the Committee in its sole discretion.
2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below:
(a) Affiliate means, with respect to any person or entity, any
corporation, partnership, limited liability company, limited liability partnership, association, trust or other organization that, directly or indirectly, controls, is controlled by, or is under common control with such person or entity. For
purposes of the preceding sentence, control (including, with correlative meanings, the terms controlled by and under common control with), as used with respect to any entity or organization, shall mean the
possession, directly or indirectly, of the power (i) to vote more than 50% of the securities having ordinary voting power for the election of directors of the controlled entity or organization or (ii) to direct or cause the direction of
the management and policies of the controlled entity or organization, whether through the ownership of voting securities, by contract, or otherwise.
(b) ASC Topic 718 means the Financial Accounting Standards Board Accounting
Standards Codification Topic 718, Compensation Stock Compensation, as amended or any successor accounting standard.
(c) Award means any Option, SAR, Restricted Stock, Restricted Stock Unit,
Stock Award, Dividend Equivalent, Other Stock-Based Award, Cash Award or Substitute Award, together with any other right or interest, granted under the Plan.
(d) Award Agreement means any written instrument (including any employment,
severance or change in control agreement) that sets forth the terms, conditions, restrictions and/or limitations applicable to an Award, in addition to those set forth under the Plan.
(e) Board means the Board of Directors of the Company.
(f) Cash Award means an Award denominated in cash granted under
Section 6(i).
(g) Change in Control means,
except as otherwise provided in an Award Agreement, the occurrence of any of the following events after the Effective Date:
(i) Any person, other than (A) the Company or any of its subsidiaries, (B) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired directly from the Company or its Affiliates) representing more than 40% of the combined voting power of the Companys then outstanding securities, or more than 40% of the then
outstanding common stock of the Company, excluding any person who becomes such a beneficial owner in connection with a transaction described in Section 2(g)(iii)(A) below.
2020 Proxy Statement A-1