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MARATHON PETROLEUM COMPANY LLC EXCESS BENEFIT PLAN

Employee Benefits Plan Agreement

MARATHON PETROLEUM COMPANY LLC EXCESS BENEFIT PLAN | Document Parties: MARATHON OIL CORP | MARATHON PETROLEUM COMPANY LLC You are currently viewing:
This Employee Benefits Plan Agreement involves

MARATHON OIL CORP | MARATHON PETROLEUM COMPANY LLC

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Title: MARATHON PETROLEUM COMPANY LLC EXCESS BENEFIT PLAN
Date: 2/27/2009
Industry: Oil and Gas - Integrated     Sector: Energy

MARATHON PETROLEUM COMPANY LLC EXCESS BENEFIT PLAN, Parties: marathon oil corp , marathon petroleum company llc
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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

 

2.1

Eligibility for Benefits

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:

 

 

(1)

Code section 415;

 

 

(2)

Code section 401(k) (Actual Deferral Percentage test) and Code section 401(m) (Actual Contribution Percentage test);

 

 

(3)

The Code section 402(g) annual dollar limitation on MSP Contributions; or

 

 

(4)

The annual compensation limit as set forth under Code section 401(a)(17).

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).


2.2

No Duplication of Benefits

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

 

3.1

Amount of Excess Retirement Benefit

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:

 

 

(1)

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

 

 

(2)

The amount of benefit which such Participant or Beneficiary is entitled to receive under the Retirement Plan.

(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.


 

(1)

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:

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.

 

 

(2)

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).

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.

 

3.2

Amount of Excess Thrift Benefit

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.

 

3.3

Payment of Excess Benefit

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


 
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