EXHIBIT 10.29
MARATHON PETROLEUM COMPANY
LLC
EXCESS BENEFIT
PLAN
Amended and Restated As
Of
January 1, 2009
EXCESS BENEFIT
PLAN
ARTICLE I.
Purpose
The Marathon Oil Company Excess
Benefit Plan was established February 5, 1976 and has been
amended from time to time. Its stated purpose is to compensate
employees for the loss of benefits under the Retirement Plan of
Marathon Oil Company and the Marathon Oil Company Thrift Plan that
occur due to limitations placed by the Internal Revenue Code on
benefits payable and contributions permitted under qualified plans.
These limitations include Code section 415, Code section 401(k),
Code section 401(m), Code section 402(g), and Code section
401(a)(17).
On January 1, 1998, Marathon
Oil Company and Ashland Petroleum Inc. entered into a joint
venture, called Marathon Ashland Petroleum LLC
(“MAPLLC”). As a result of the formation of the joint
venture and the transfer of a significant number of Marathon
employees to MAPLLC, on April 1, 1998 a portion of the
Marathon Oil Company Retirement Plan was spun off to create the
Marathon Ashland Petroleum LLC Retirement Plan (“Retirement
Plan”). Consistent with that action and pursuant to the
agreement of the parties, Excess Retirement Benefits and Excess
Thrift Benefits under the Marathon Oil Company Excess Benefit Plan
for employees who transferred to MAPLLC during the 1998 calendar
year were spun-off to create the Marathon Ashland Petroleum LLC
Excess Benefit Plan. Any elections in effect under the Marathon Oil
Company Excess Benefit Plan (such as beneficiary designations or
Group I employee elections, etc.) continued to apply under the
MAPLLC Excess Benefit Plan, until and unless changed. The terms and
conditions of this MAPLLC Excess Benefit Plan were substantially
the same as the terms and conditions of the Marathon Excess Benefit
Plan.
Effective September 1, 2005,
Marathon Ashland Petroleum LLC changed its name to Marathon
Petroleum Company LLC (“MPC” or “the
Company”). Therefore, “MAP” has been replaced
with “MPC” throughout this document, and all references
to MPC are one and the same with respect to previous references to
MAP. The name change from MAP to MPC does not affect any benefits
under this Plan.
Effective January 1, 2006, this
Excess Benefit Plan was restated to incorporate prior
amendments.
Effective January 1, 2009, this
document is restated and shall apply only to benefits that are not
fully distributed as of such date, including both 409A Accruals and
Grandfathered Accruals. With respect to the 409A Accruals, the
Excess Benefit Plan, as amended and restated, is intended to
conform to the requirements of Code section 409A, and, in all
respects, shall be administered and construed in accordance with
such requirements. With respect to the Grandfathered Accruals, the
Excess Benefit Plan, as amended and restated, does not represent a
material enhancement of the benefits or rights available under the
Excess Benefit Plan on October 3, 2004.
This Excess Benefit Plan sets forth the terms
and conditions under which benefits designed to compensate
Employees for the aforementioned losses of benefits shall be
accrued and paid by the applicable Employer. Capitalized terms,
unless otherwise specified, are defined under the Retirement Plan
and the Thrift Plan. In addition, for purposes of this Article I
and the remainder of this Plan, the following definitions
apply:
“ 409A Accruals ”
means those benefits that were accrued after or became vested after
2004, as adjusted for interest or changes in present value, as
applicable. Such amounts shall be determined in accordance with
Code section 409A.
“ Code ” means
the Internal Revenue Code.
“ Code section 409A
” means section 409A of the Code and any Treasury and
Internal Revenue Service regulations and guidance issued
thereunder.
“ Company ” means
Marathon Petroleum Company LLC.
“ Employee ”
means any individual employed by an Employer.
“ Employer ”
includes the Company and each related company or business which is
part of the same controlled group under Code sections 414(b) or
414(c); provided that where specified by the Employer in accordance
with Code section 409A in applying Code section 1563(a)(1) –
(a)(3) for purposes of determining a controlled group of
corporations under Code section 414(b) and in applying Treasury
Regulation section 1.414(c)-2 for purposes of determining whether
trades or businesses are under common control under Code section
414(c), the phrase “at least 50 percent” is used
instead of “at least 80 percent.” In addition, the term
“Employer” shall also include any entity that
previously met the requirements of an “Employer” as set
forth herein that continues to employ a Participant to the extent
so designated by the Plan Administrator.
“ Excess Benefit Plan
” means the Marathon Petroleum Company LLC Excess Benefit
Plan.
“ Grandfathered
Accruals ” means those benefits that are exempt from Code
section 409A because they were accrued and vested before
January 1, 2005, as adjusted for interest or changes in
present value, as applicable. Such amounts shall be determined in
accordance with Code section 409A.
“ Retirement Plan
” means the Refining, Marketing and Transportation Sub-Plan
of the Marathon Petroleum Company LLC Retirement Plan.
“ Separation from
Service ” shall have the same meaning as set forth under
Code section 409A with respect to an Employer.
“ Specified Employee
” shall have the meaning as set forth under Code section 409A
and as determined by the Employer in accordance with its
established policy.
“ Thrift Plan ” means the
Marathon Oil Company Thrift Plan.
ARTICLE II.
Eligibility
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2.1
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Eligibility
for Benefits
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The following individuals are
eligible to accrue Excess Benefit Plan benefits:
(a) Every individual who qualifies
for a benefit under the terms of the Retirement Plan and
(1) whose benefit as determined under Article V, Section A, or
B and C, of the Retirement Plan is reduced due to salary deferrals
under the Marathon Petroleum Company LLC Deferred Compensation Plan
or any similar plan maintained by the Employer or by either Code
section 415 or the annual compensation limit as set forth under
Code section 401(a)(17) (collectively, the “Defined Benefit
Limits”), or (2) would accrue a Special Excess Bonus
Recognition benefit as set forth in section 3.1(b) hereof and is
designated by the Plan Administrator.
(b) Every individual who
participates in the Thrift Plan and who (i) has potential
contributions to the Thrift Plan limited by Code Requirements (as
defined below) to a point which precludes the individual’s
receipt of the maximum matching Company Contributions provided
under Article VI of the Thrift Plan; (ii) is limited by Code
Requirements to making contributions to the Thrift Plan at a
percentage that is less than their elected contribution percentage;
and (iii) continues to make After-Tax and MSP Contributions to
the Thrift Plan at the maximum rate as limited by Code
requirements. As used in this Excess Benefit Plan, the term
“Code Requirements” includes, and is limited to, the
following requirements:
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(2)
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Code section
401(k) (Actual Deferral Percentage test) and Code section 401(m)
(Actual Contribution Percentage test);
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(3)
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The Code
section 402(g) annual dollar limitation on MSP Contributions;
or
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(4)
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The annual
compensation limit as set forth under Code section
401(a)(17).
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Every individual who is eligible to
receive benefits under this Excess Benefit Plan by reason of his or
her active employment with an Employer shall be known as a
Participant. Every individual who becomes eligible to receive
benefits under this Excess Benefit Plan in the event of the death
of a Participant shall be known as a Beneficiary. The Beneficiary
of a Participant under this Excess Benefit Plan shall be such
Beneficiary as may be provided under
Section 3.3(b).
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2.2
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No
Duplication of Benefits
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Any individual who is eligible under
the terms of the Marathon Petroleum Company LLC Deferred
Compensation Plan or any similar plan maintained by the Employer
shall receive excess Thrift accruals under that plan. No
participant shall receive duplicate benefits under the Thrift Plan,
Excess Benefit Plan, or a Deferred Compensation Plan.
ARTICLE III. Excess
Retirement and Thrift Benefits
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3.1
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Amount of
Excess Retirement Benefit
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The amount of a Participant’s
benefit under this Section 3.1 (the “Excess Retirement
Benefit”) shall be determined as of the Participant’s
Separation from Service, as follows:
(a) The amount of Excess Retirement
Benefit which a Participant or Beneficiary (as defined in
Section 3.3(b)) is entitled to receive shall be equal to the
excess of (1) over (2) below:
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(1)
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The amount of
benefit which such Participant or Beneficiary would be entitled to
receive under the Retirement Plan if such benefit were computed
without giving effect to the Defined Benefit Limitations and
including elected deferred compensation contributions as permitted
under the Marathon Petroleum Company LLC Deferred Compensation Plan
or any similar plan maintained by the Employer; less
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(2)
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The amount of
benefit which such Participant or Beneficiary is entitled to
receive under the Retirement Plan.
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(b) The following individuals shall
be entitled to an additional Excess Retirement Benefit equal to the
difference between (1) and (2) below (“Special
Excess Bonus Recognition”): (i) Eligible Grandfather
Employees and (ii) any Grade 19 and above Employee of Marathon
Petroleum Company LLC and its subsidiaries, excluding Speedway
SuperAmerica and its subsidiaries, who is recommended by the Vice
President of Human Resources of Marathon Oil Corporation and
approved by the President of Marathon Oil Corporation.
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(1)
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An amount
calculated under the Retirement Plan benefit formula, without
regard to any Code mandated limitations (including, but not limited
to, the Defined Benefit Limits) and including elected deferred
compensation contributions as permitted under the Marathon
Petroleum Company LLC Deferred Compensation Plan or any similar
plan maintained by the Employer, and substituting the following
Final Average Pay (FAP) definition for the definition of
“Final Average Pay” contained in the Retirement
Plan:
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Final Average Pay shall be the
highest pay, excluding bonuses, of a member for any consecutive
36-month period during the last ten years of employment plus the
highest three bonuses paid out of the last 10 years (not
necessarily consecutive), divided by 36.
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(2)
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An amount as
normally determined under the Retirement Plan, plus any retirement
benefit otherwise payable under the Excess Benefit Plan (
i.e. , exclusive of any benefits attributable to the
calculation in Section 3.1(b)(1) above).
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For purposes of the calculations in
(1) and (2) of this Section 3.1(b) “Eligible
Grandfather Employee” means any MPC employee eligible for
Special Excess Bonus Recognition under Article III, Section A of
this Plan prior to October 1, 2006. However, an
individual’s Eligible Grandfather Employee status shall
permanently cease upon termination, retirement, or death as an
employee.
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3.2
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Amount of
Excess Thrift Benefit
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The amount of the benefit under this
Section 3.2 (the “Excess Thrift Benefit”) which a
Participant or Beneficiary is entitled to receive shall be equal to
the excess of (a) over (b) below for each calendar year
accumulated with interest to date of payment at the “Cash
with Interest” rate provided under Article VIII of the Thrift
Plan:
(a) The amount of Company
Contributions under Article VI of the Thrift Plan that would have
been credited to the Participant’s Thrift Plan account if the
Code Requirements were not given effect for such year and using the
Participant’s rate of contributions at the time the
limitation becomes effective as determined by the Plan
Administrator; less
(b) The amount of Company
Contributions actually credited to the Participant’s Thrift
Plan account for such year.
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3.3
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Payment of
Excess Benefit
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A Participant shall be entitled to a
cash distribution of the Participant’s Excess Retirement
Benefit and Excess Thrift Benefit, as applicable (collectively, the
“Excess Benefit”), as provided in this
Section 3.3.
(a) Except as otherwise provided in
this Section 3.3, a Participant’s Excess Benefit shall
be paid in a lump sum within 90 days of Separation from Service for
any reason other than death.
(b) In the event of the death of a
Participant, the Participant’s Excess Benefit shall be paid
to the Participant’s applicable Beneficiary in a lump sum
within 90 days of the Participant’s death or, if earlier,
within the 90-day period following the Participant’s
Separation from Service as described in Section 3.3(a) (or, in
the event of a Separation from Service of a Specified
Employee (as defined below) not on
account of death, the 90-day period described in
Section 3.3(c)). The Participant’s
“Beneficiary” shall be: (i) with respect to the
Participant’s Excess Retirement Benefit, the Beneficiary will
be his or her Eligible Surviving Spouse or estate (if no Eligible
Surviving Spouse); and (ii) with respect to the
Participant’s Excess Thrift Benefit, the Participant’s
Beneficiary will be the beneficiary or beneficiaries designated
under the Thrift Plan. In any event, if there is no valid
Beneficiary under the terms of this Excess Benefit Plan, the Excess
Benefit will be paid to the person or persons comprising the first
surviving class of the eligible classes as set forth: (1) the
Participant’s spouse; (2) the Participant’s
natural born and legally adopted children; (3) the
Participant’s surviving parents; (4) the
Participant’s surviving brothers and sisters; and
(5) the executor or administrator of the Participant’s
estate.
(c) Distribution of the Excess
Benefit of a Participant who the Plan Administrat