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Press release from Business Wire

Tesoro Corporation Announces Filing of Definitive Proxy Statement for 2010 Annual Meeting of Stockholder

Friday, April 16, 2010

Tesoro Corporation Announces Filing of Definitive Proxy Statement for 2010 Annual Meeting of Stockholder18:03 EDT Friday, April 16, 2010 SAN ANTONIO (Business Wire) -- Tesoro Corporation (NYSE:TSO) announced today that it filed its definitive proxy statement with the U.S. Securities and Exchange Commission (SEC) relating to its 2010 Annual Meeting of Stockholders to be held on Friday, June 4, 2010, beginning at 8:30 A.M. Central Time at the St. Regis Hotel, 1919 Briar Oaks Lane, Houston, Texas, 77027. All stockholders of record of Tesoro common stock as of the close of business on April 12, 2010, will be entitled to vote at the Annual Meeting. As described in the proxy statement, the items to be voted on include the election of eight directors to hold office until the 2011 Annual Meeting of Stockholders or until their successors are qualified and elected and a proposal to ratify Ernst & Young LLP as Tesoro's independent auditors for fiscal year 2010. The proxy statement also includes information on Tesoro's corporate governance and executive compensation practices, including information on Tesoro's agreement with Gregory J. Goff, who will become Tesoro's President and Chief Executive Officer and a member of Tesoro's Board of Directors effective May 1, 2010. As previously disclosed on a Form 8-K filed with the SEC, as an inducement to his employment with Tesoro, Mr. Goff will be granted the following equity compensation on May 3, 2010: unrestricted shares of Tesoro common stock with a value of $100,000 (based on the closing price of a share of Tesoro common stock on May 3, 2010); restricted stock units with a value of $3,500,000 (based on the closing price of a share of Tesoro common stock on May 3, 2010) that vest in equal installments on the first two anniversaries of grant subject to continued employment with Tesoro; stock options valued at $250,000 (based on a Black-Scholes calculation) with an exercise price equal to the fair market value of a share of Tesoro common stock on May 3, 2010 and that vest 30% on the first two anniversaries and 40% on the third anniversary of grant subject to continued employment with Tesoro and that have a ten-year term; and shares of restricted stock with a value of $250,000 (based on the closing price of a share of Tesoro common stock on May 3, 2010) that vest on May 1, 2011 subject to continued employment with Tesoro. These awards will be granted outside of a stockholder-approved plan, pursuant to the “Employment Inducement Awards” exemption in Section 303A.08 of the New York Stock Exchange Listed Company Manual. To view the proxy statement, please visit the Company's website at www.tsocorp.com and click on “Investors” and then “Annual Meeting of Stockholders.” Tesoro Corporation, a Fortune 150 company, is an independent refiner and marketer of petroleum products. Tesoro, through its subsidiaries, operates seven refineries in the western United States with a combined capacity of approximately 665,000 barrels per day. Tesoro's retail-marketing system includes over 880 branded retail stations, of which over 380 are company operated under the Tesoro®, Shell®, Mirastar® and USA Gasoline™ brands.