Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Joseph Israel as Director of Par Pacific Holdings, Inc. and as President and Chief Executive Officer of Par Petroleum, LLC

Joseph Israel resigned as director of Par Pacific Holdings, Inc. (the "Company" or "Par Pacific") and as President and Chief Executive Officer of Par Petroleum, LLC, a wholly owned subsidiary of the Company, effective January 18, 2022. Mr. Israel's resignation did not result from any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.

In connection with his resignation, Mr. Israel entered into a Severance and Release Agreement with the Company (the "Severance Agreement"). The Severance Agreement provides that Mr. Israel will receive an annual incentive plan cash payment of $276,000 and accelerated vesting of his unvested equity awards, as well as a severance payment consistent with the terms of the Par Pacific Holdings, Inc. Severance Plan for Senior Officers as disclosed in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2021. The Severance Agreement also includes a release of any potential claims by Mr. Israel and certain confidentiality restrictions. These payments and the other benefits provided are subject to the terms and conditions of the Severance Agreement, which may be revoked by Mr. Israel for a period of seven days after Mr. Israel executed it.

Appointment of New Executive Vice President of Retail

Effective January 18, 2022, James Matthew Vaughn was appointed as Executive Vice President of Retail of Par Pacific. Mr. Vaughn, age 49, previously served as the Company's Senior Vice President and Chief Administrative Officer since 2019 and as the Company's Senior Vice President and General Counsel since 2012. Mr. Vaughn holds a bachelor's degree in English and Philosophy from Texas A&M University and a juris doctorate from the University of Miami School of Law.

Item 8.01. Other Events

Appointment of New General Counsel

Effective January 18, 2022, Jeffrey R. Hollis was appointed as Vice President, General Counsel and Secretary of the Company. Mr. Hollis previously served as the Company's Vice President, Associate General Counsel and Secretary since 2015. Mr. Hollis holds a bachelor's degree in History and a minor in Political Science from University of California - Los Angeles (UCLA) and a juris doctorate from Vanderbilt University.


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