any deferred compensation program, but excluding all bonus, overtime, welfare benefit premium reimbursement and incentive compensation, payable by Holly, the General Partner, or the Partnership (including any amounts reimbursed by the Partnership) as consideration for the Employee?s services.

     (c) ?Beneficial Owner? shall mean the beneficial owner of a security as determined pursuant to Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended.

     (d) ?Bonus? shall mean an amount equal to the average of the annual bonus amount actually paid to the Employee for the previous three (3) years (or, if such Employee has been employed for less than 3 years, the average bonus amount actually paid to the Employee for the years employed) by Holly, the General Partner or the Partnership (including any amounts reimbursed by the Partnership).

     (e) ?Cause? shall mean the Employee?s (i) engagement in any act of willful gross negligence or willful misconduct on a matter that is not inconsequential, as reasonably determined by the Board in good faith, or (ii) conviction of a felony. For purposes hereof, no act or failure to act, on the Employee?s part, shall be deemed ?willful? if the Employee reasonably believed such acts or omissions were in the best interests of Holly, the General Partner, or the Partnership.

     (f) ?Change in Control? shall mean the occurrence of one of the following:

          (i) Any Person, or more than one Person acting as a group (as defined in Treasury regulation 1.409A-3(g)(5)(v)(B)), other than (1) Holly, the General Partner, the Partnership, or any of their respective Subsidiaries, (2) a trustee or other fiduciary holding securities under an employee benefit plan of Holly, the General Partner, the Partnership, or any of their Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities, or (4) a corporation (or other entity) owned, directly or indirectly, by stockholders or unitholders, as applicable, of Holly, the General Partner, or the Partnership in substantially the same proportions as their ownership interests in Holly, the General Partner, or the Partnership, as applicable, becomes the Beneficial Owner, directly or indirectly, of securities of Holly, the General Partner, or the Partnership (not including in the securities beneficially owned by such Person, any securities acquired directly from Holly, the General Partner, the Partnership, or any of their Affiliates) representing (A) more than fifty percent (50%) of the combined voting power of the then outstanding securities of Holly, the General Partner, or the Partnership, or (B) more than fifty percent (50%) of the then outstanding common stock or membership interests, as applicable, of Holly or the General Partner, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in Section 1(f)(iii)(A) below.