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This excerpt taken from the WNR DEF 14A filed Apr 16, 2009. Equity
Compensation for 2007 Performance
We award equity compensation in an effort to ensure the long
term financial rewards for our executive officers are aligned
with our stockholders. Historically, all of our equity awards
have been in the form of restricted stock which vests over a
multiple year time frame. In 2008, we made equity awards to all
of our executive officers as compensation for the executive
officers’ 2007 performance. As with our other forms of
compensation, these awards were not determined objectively.
Instead, these amounts were determined by the 162(m)
Subcommittee based upon the overall financial success of our
Company and the achievement of performance goals set by our
162(m) Subcommittee including achievement of a defined number of
points based on the Company’s 2007 safety performance,
environmental performance and the relationship of 2007 Adjusted
EBITDA to the Company’s 2007 budgeted Adjusted EBITDA. For
a description of how Adjusted EBITDA was calculated, see
“Item 6. Selected Financial and Operating Data”
in our Annual Report on
Form 10-K
for the year ended December 31, 2007.
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