Exhibit 10.15
NUSTAR EXCESS PENSION
PLAN
As Amended and Restated Effective as
of January 1, 2008
NUSTAR
EXCESS PENSION
PLAN
Table of
Contents
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Page
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SECTION 1.
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DEFINITIONS
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3
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SECTION
2.
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PARTICIPATION -
§415(b) BENEFIT PLAN COMPONENT
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5
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SECTION
3.
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PARTICIPATION -
§401(a)(17) BENEFIT PLAN COMPONENT
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6
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SECTION
4.
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VESTING; AMOUNT
OF BENEFIT
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7
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SECTION
5.
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PROVISIONS
REGARDING PAYMENT OF BENEFITS
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8
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SECTION
6.
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DEATH
BENEFIT
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9
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SECTION
7.
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CHANGE IN
CONTROL
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9
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SECTION
8.
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ADMINISTRATION
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10
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SECTION
9.
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AMENDMENT AND
TERMINATION
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10
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SECTION 10.
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MISCELLANEOUS
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11
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NUSTAR EXCESS PENSION
PLAN
The NuStar Excess Pension Plan,
formerly known as the Valero GP, LLC Excess Pension Plan
(hereinafter referred to as the “Excess Pension Plan”
or the “Plan”), was established effective as of
July 1, 2006 (“Effective Date”), and is hereby
amended and restated effective as of January 1, 2008. The
primary purpose of the Plan is to provide benefits to those
employees of NuStar GP, LLC (the “Company”) and its
participating affiliates whose benefits under the NuStar Pension
Plan (the “Pension Plan”) and the Valero Energy
Corporation Pension Plan (“VEC Pension Plan”) are
subject to limitations under the Internal Revenue Code of 1986, as
amended (the “Code”), or are otherwise indirectly
constrained by the Code from realizing the maximum benefit
available to them under the terms of the Pension Plan and the VEC
Pension Plan.
The Excess Pension Plan is an
“excess benefit plan” as defined under §3(36) of
The Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), for those benefits provided in excess of
Section 415 of the Code. Benefits provided as a result of
other statutory limitations are limited to a select group of
management or other highly compensated employees. The Excess
Pension Plan is not intended to constitute either a
qualified plan under the provisions of Section 401 of the Code
or a funded plan subject to the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”).
The Plan was established in
connection with a spin-off from the Valero Energy Corporation
Excess Pension Plan (“VEC Excess Pension Plan”) of the
benefit liabilities accrued under the VEC Excess Pension Plan as of
the Effective Date with respect to eligible Employees of the
Company. In this connection, it is the intent of the Company that
this Plan not constitute a new nonqualified deferred compensation
plan, but rather merely the assumption and continuation
1
of the VEC Excess Pension Plan, effective as of
July 1, 2006, with respect to Eligible Former VEC Employees
who accrued a benefit under the VEC Excess Pension Plan, and to
provide benefits described therein to other Employees who became
Participants hereunder after such spin-off.
The Company established the Pension
Plan, effective as of July 1, 2006, to provide defined benefit
pension benefits to eligible Employees of the Company, with respect
to future service. Effective as of July 1, 2006, Employees of
the Company ceased accruing additional benefits under the VEC
Pension Plan and the VEC Excess Pension Plan. It is the intent of
the Company that this Plan shall assume the liabilities of the VEC
Excess Pension Plan with respect to all Eligible Former VEC
Employees, and shall provide a single, nonqualified excess defined
benefit for such Employees for their pre-July 1, 2006 benefit
accruals under the VEC Excess Pension Plan and their
post-July 1, 2006 benefit accruals under this Plan and that
this Plan and the Company shall be solely liable for all benefits
due such Eligible Former VEC Employees under this Plan and the VEC
Excess Pension Plan.
2
SECTION 1. DEFINITIONS.
All defined terms used in the
Pension Plan and the VEC Pension Plan, as the case may be, shall
have the same meanings for purposes of this Plan except as
otherwise provided below.
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1.1
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“Basic
Plan Benefit” shall mean the sum of the monthly benefits
payable from the Pension Plan and the VEC Pension Plan
which:
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1.1.1
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In the case of
an unmarried Participant, is based upon the lifetime annuities
payable to such Participant pursuant to the relevant provisions of
the Pension Plan and of the VEC Pension Plan; or,
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1.1.2
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In the case of
a married Participant, is based upon the joint and survivor
pensions of Equivalent Actuarial Value to the pensions otherwise
payable to such Participant for life pursuant to the relevant
provisions of the Pension Plan and of the VEC Pension Plan after
reduction to reflect the number of months (if any) during which a
pre-retirement spouse’s benefit election has been in
effect.
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1.2
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“Change
in Control” shall mean the occurrence of one or more of the
following events:
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1.2.1
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Any one person
or more than one person acting as a group (a “Group”)
shall acquire (whether in one or more transactions) ownership of
interests in the Company that, together with interests held by such
person or Group, constitutes more than 50% of the total fair market
value or total voting power of all interests, of the Company;
or
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1.2.2
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any one person
or Group acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or
Group) ownership interests in the Company representing 30% or more
of the total voting power of all such interests in the Company;
or
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1.2.3
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a majority of
the members of the governing body of the Company is replaced during
any 12-month period by members whose appointment or election is not
endorsed by a majority of the members of the governing body of the
Company prior to the date of appointment or election; or
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1.2.4
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any one person
or Group acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or
Group) assets from the Company that have a total gross fair market
value equal to or more than 40% of the total gross fair market
value of all of the assets of the Company immediately prior to such
acquisition or acquisitions.
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The provisions of this Plan relating
to a Change in Control shall be interpreted and administered in a
manner consistent with Code section 409A and the regulations and
additional guidance thereunder.
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1.3
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“Code” shall mean the Internal
Revenue Code of 1986, as amended.
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1.4
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“Committee” shall mean the Benefit
Plans Administrative Committee designated by the Board of Directors
of the Company.
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1.5
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“Company” shall mean NuStar GP, LLC
or any successor by merger, purchase or otherwise.
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1.6
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“Considered Compensation” shall mean
“Considered Compensation” as such term is defined in
the Pension Plan or the VEC Pension Plan, as the case may be, but
determined without regard to the Compensation Limit.
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1.7
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“Compensation Limit” shall mean the
maximum annual compensation allowed to be taken into account by the
Pension Plan for any Plan Year pursuant to the provisions of
§401(a)(17) of the Code or any successor provision
thereto.
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1.8
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“Credited
Service” shall mean the sum of the Credited Service earned by
a Participant under the Pension Plan and the VEC Pension Plan,
except that Credited Service shall not include any period for which
a Participant has received a payment, or is receiving payments,
under this Plan, the SERP, the VEC Excess Pension Plan or the VEC
SERP.
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1.9
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“Eligible
Former VEC Employees” shall mean an individual who:
(a) became an Employee hereunder on or before
December 31, 2008; (b) becomes a Participant hereunder;
(c) was employed by VEC, or an affiliate of VEC, at any time
from and after July 1, 2005; and (d) participated in the
VEC Pension Plan.
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1.10
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“Employee” shall mean any individual
who is characterized in the internal payroll records of the Company
as an employee.
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1.11
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“Equivalent Actuarial Value” shall
mean equality in value of the aggregate amounts expected to be
received under different forms of payment based on the same
mortality and interest rate assumptions. For this purpose, the
mortality and interest rate assumptions used in computing benefits
under the Pension Plan will be used.
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1.12
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“Excess
Pension Plan” or “Plan” shall mean the NuStar
Excess Pension Plan, as set forth herein, and as amended from time
to time.
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1.13
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“Final
Average Salary” shall have the meaning given to such term in
the Pension Plan and the VEC Pension Plan, respectively, but
determined without regard to the Compensation Limit, and including
any amounts that would otherwise be excluded from such calculation
because of being contributed to a Plan of Deferred
Compensation.
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1.14
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“Participant” means an Employee who
is a participant in this Excess Pension Plan.
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1.15
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“Pension
Plan” shall mean the NuStar Pension Plan, as amended from
time to time.
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1.16
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“Plan of
Deferred Compensation” shall mean any non-qualified deferred
compensation plan or arrangement, any Code section 125
cafeteria plan, or any Code section 401(k) cash or deferred
arrangement maintained by the Company.
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4
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1.17
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“SERP” shall mean the NuStar
Supplemental Executive Retirement Plan, as amended from time to
time, and any successor plan.
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1.18
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“Separation from Service” shall mean
a separation from service as defined in Code section 409A and the
regulations and rulings issued thereunder.
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1.19
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“Surviving Spouse” shall mean the
spouse of a Participant who is eligible to receive a surviving
spouse benefit under the Pension Plan or the VEC Pension Plan, as
the case may be.
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1.20
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“Trust” shall mean the trust, if
any, established by the Company to fund its obligations
hereunder.
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1.21
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“VEC” or “Valero” shall
mean Valero Energy Corporation, and any successor
entity.
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1.22
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“VEC
Excess Pension Plan” shall mean the Valero Energy Corporation
Excess Pension Plan, as amended from time to time, and any
successor plan.
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1.23
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“VEC
Pension Plan” shall mean the Valero Energy Corporation
Pension Plan, as amended from time to time, and any successor
plan.
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1.24
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“VEC
SERP” shall mean the Valero Energy Corporation Supplemental
Executive Retirement Plan, as amended from time to time, and any
successor plan.
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SECTION 2.
PARTICIPATION—§415(b) BENEFIT PLAN
COMPONENT.
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2.1
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Conditions
of Eligibility and Participation .
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(a)
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Except as
otherwise provided herein, each Employee whose benefit under
the
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