Form of Director Restricted Unit Agreement

Exhibit 10.1

[FORM]

HOLLY LOGISTIC SERVICES, L.L.C.
DIRECTOR
RESTRICTED UNIT AGREEMENT
UNDER THE HOLLY ENERGY PARTNERS, L.P.
LONG-TERM INCENTIVE PLAN

This Restricted Unit Agreement (the " Agreement" ) is made and entered into by and between HOLLY LOGISTIC SERVICES, L.L.C. (the " Company" ), and ____________________ (the " Director" ). This Agreement is entered into as of the _____________ day of __________________, _________(the " Date of Grant" ).

W I T N E S S E T H:

WHEREAS, the Company has adopted the HOLLY ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN (the " Plan" ) to attract, retain and motivate employees, directors and consultants; and

WHEREAS, the grant to the Director of restricted units of HOLLY ENERGY PARTNERS, L.P. (the " Partnership" ) as part of the Director' s compensation for service as a member of the Board of Directors of the Company (the " Board" ) was authorized by resolution of the Board on August 4, 2004.

NOW, THEREFORE, in consideration of the Director' s agreement to serve as a member of the Board, the Director and the Company agree as follows:

1. Grant. The Company hereby grants to the Director as of the Date of Grant an award of Units (as defined in the Plan), subject to the terms and conditions set forth in this Agreement, including, without limitation, those described in Section 5 (the " Restricted Units" ).

2. Restricted Units. The Company shall obtain the Units (as defined in the Plan) subject to this Agreement and cause such Units to be held for the Director in book entry form by the Partnership' s transfer agent with a notation that the Units are subject to restrictions. The Director hereby agrees that the Restricted Units shall be held subject to restrictions as provided in the Agreement until the restrictions on such Restricted Units expire or the Restricted Units are forfeited as provided in Section 4 of this Agreement. The Director hereby agrees that if part or all of the Restricted Units are forfeited pursuant to this Agreement, the Company shall have the right to direct the Partnership' s transfer agent to cancel such forfeited Restricted Units or, at the Company' s election, transfer such Restricted Units to the Company or to any designee of the Company.

3. Rights of Director. Effective as of the Date of Grant, the Director is a unit holder with respect to all of the Restricted Units granted to him pursuant to Section 1 and has all of the rights of a unit holder with respect to all such Restricted Units, including the

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right to receive all distributions paid with respect to such Restricted Units and any right to vote with respect to such Restricted Units; provided, however, that such Restricted Units shall be subject to the restrictions hereinafter described, including, without limitation, those described in Section 5.

4. Forfeiture and Expiration of Restrictions.

(a) The Director shall forfeit to the Company all of the Restricted Units immediately and without any payment to the Director whatsoever if the Director ceases to be a member of the Board before , (the " Vesting Date" ), for any reason, other than death, total and permanent disability, or retirement, as provided in Section 4(b) below. On and after such date, all such Restricted Units shall be fully vested and nonforfeitable (" Vested Units" ).

(b) In the event of the Director' s death, total and permanent disability, as determined by the Compensation Committee of the Board (the " Committee" ) in its sole discretion, or retirement, in accordance with any retirement policy of the Company regarding Board members, before lapse of all restrictions pursuant to Section 4(a) above, the Director shall be vested with a number of the Restricted Units equal to the number of Restricted Units specified in Section 1 times the percentage that the number of days from , to the date of death, disability or retirement bears to days and any remaining Restricted Units shall be forfeited; provided, however, that any fractional units will be forfeited to the Company. The Director or his designated beneficiary or estate will have no right to any Restricted Units that remain subject to restrictions, and those Restricted Units will be forfeited.

(c) In the event of a Change in Control before lapse of all restrictions pursuant to Section 4(a) above, all restrictions described in Section 5 shall lapse and the Restricted Units will become Vested Units and the Company shall deliver the Vested Units to the Director as soon as practicable thereafter. For purposes of this Agreement, a " Change in Control" shall occur if:

(i) Any " Person" (as defined in Section 4(d)(i) below), other than (1) Holly Corporation (" Holly" ) or any of its wholly-owned subsidiaries, (2) HEP Logistics Holdings, L.P. (the " General Partner" ), the Partnership, the Company or any of their subsidiaries, (3) a trustee or other fiduciary holding securities under an employee benefit plan of Holly, the Partnership, the Company or any of their " Affiliates" (as defined in Section 4(d)(iv) below), (4) an underwriter temporarily holding securities pursuant to an offering of such securities, or (5) an entity owned, directly or indirectly, by the holders of the voting securities of Holly, the Company, the General Partner or the Partnership in substantially the same proportions as their ownership in Holly, the Company, the General Partner or the Partnership, respectively, is or becomes the " Beneficial Owner" (as defined in Section 4(d)(ii) below), directly or indirectly, of securities of Holl ...