Common use of Pension Plan Coverage Clause in Contracts

Pension Plan Coverage. (i) The Buyer acknowledges and the Company agrees that the Company shall withdraw as a Participating Company from the Shell Pension Plan, the Shell Provident Fund, the Shell Pay Deferral Investment Fund, and certain other benefit plans and arrangements sponsored by Shell and its Affiliates, immediately prior to the Closing Date. Effective as of the Closing Date, the Buyer shall as soon as practical amend the Tesoro Petroleum Corporation Thrift Plan to add the Company as a sponsor, and to permit Continuing Nonrepresented Employees to participate therein effective as of their Employment Commencement Dates. The Buyer shall enhance the Tesoro Petroleum Corporation Thrift Plan to make it more comparable to the Shell Provident Fund by increasing the dollar-for-dollar match to a maximum of six (6) percent of "compensation" within the meaning of the Tesoro Petroleum Corporation Thrift Plan ("Buyer Compensation") and contributing for the account of each Continuing Nonrepresented Employee from the Employment Commencement Date until December 31, 2001, (the "Supplemental Period") an additional contribution equal to four (4) percent of his or her Buyer Compensation in a supplemental defined (ii) As soon as practicable following the Closing Date but no later than three (3) months following the Closing Date, to the extent permitted by section 401(k)(10)(A)(iii) of the Internal Revenue Code of 1986, as amended, and to the extent directed by an Continuing Nonrepresented Employee, the Seller shall cause the Shell Pay Deferral Investment Fund to make direct rollovers (including rollovers of participant loans) to the Tesoro Petroleum Corporation Thrift Plan, provided the Buyer provides the Seller with satisfactory evidence of such plan's then qualified status and provided further that such plan shall be amenable to accepting such rollover.

Pension Plan Coverage. (ia) The On and after the Closing, Post-Closing Employees shall become participants in a tax-qualified pension plan maintained or to be established by Buyer acknowledges or an Affiliate of Buyer as of the Closing Date (“Buyer’s Pension”) with full credit for eligibility and vesting purposes (but not for benefit accrual) for service with the Company agrees that the Company shall withdraw as a Participating Company from the Shell Pension Plan, the Shell Provident Fund, the Shell Pay Deferral Investment Fund, and/or its Affiliates and certain other benefit plans and arrangements sponsored by Shell and its Affiliates, immediately predecessor employers prior to the Closing Dateas provided for in Section 7.2. Effective as As of the Closing Date, Post-Closing Employees who are participants in the Valero Energy Corporation Pension Plan (“Seller’s Pension Plan”) shall be fully vested in their accrued benefits under Seller’s Pension Plan. (b) Buyer shall permit each Post-Closing Employee to elect on the Closing Date (or as soon thereafter as practical amend reasonably practicable) a direct rollover of his or her eligible rollover distributions under the Tesoro Petroleum Corporation Thrift Plan to add the Company as a sponsor, and to permit Continuing Nonrepresented Employees to participate therein effective as of their Employment Commencement Dates. The Buyer shall enhance the Tesoro Petroleum Corporation Thrift Plan to make it more comparable to the Shell Provident Fund by increasing the dollar-for-dollar match to a maximum of six (6) percent of "compensation" within the meaning of the Tesoro Petroleum Valero Energy Corporation Thrift Plan ("“Seller’s Savings Plan”) to a tax-qualified deferred contribution plan maintained or to be established by Buyer Compensation"or an Affiliate of Buyer as of the Closing Date (the “Buyer’s Savings Plan”). Any such rollovers shall be made to the Buyer’s Savings Plan in cash or plan loans. Seller represents, covenants and agrees with respect to the Seller’s Savings Plan, and Buyer represents, covenants and agrees with respect to the Buyer’s Savings Plan, that, as of each date of a rollover described in this paragraph, such plan (i) is intended to satisfy the requirements of Section 401(a) and contributing for (k) of the account of each Continuing Nonrepresented Employee from the Employment Commencement Date until December 31, 2001, (the "Supplemental Period") an additional contribution equal to four (4) percent of his or her Buyer Compensation in a supplemental defined Code and (ii) As soon as practicable following the Closing Date but no later than three (3) months following the Closing Datewill have received, to the extent permitted by section 401(k)(10)(A)(iii) of or an application will be timely filed for, a favorable determination letter from the Internal Revenue Code Service regarding such qualified status. Buyer will have no obligation with respect to amounts attributable to Seller’s Savings Plan other than acceptance of 1986, as amended, and to the extent directed rollovers requested by an Continuing Nonrepresented Employee, the Post-Closing Employees. Seller shall take (or shall cause its Affiliates to take) any action required to ensure that Post-Closing Employees who are participants in the Shell Pay Deferral Investment Fund to make direct rollovers (including rollovers of participant loans) to the Tesoro Petroleum Corporation Thrift Plan, provided the Buyer provides the Seller with satisfactory evidence of such plan's then qualified status and provided further that such plan Seller’s Savings Plan shall be amenable to accepting such rolloverfully vested in their accounts in the Seller’s Savings Plan.

Pension Plan Coverage. (ia) The On and after the Closing, Post-Closing Employees shall become participants in a tax-qualified pension plan to be established or maintained by Buyer acknowledges as of the Closing Date ("Buyer's Pension Plan") with full credit for eligibility, vesting and benefit entitlement purposes (but not for benefit accrual) for service with the Company agrees that the Company shall withdraw as a Participating Company from the Shell Pension Plan, the Shell Provident Fund, the Shell Pay Deferral Investment Fund, or its Affiliates and certain other benefit plans and arrangements sponsored by Shell and its Affiliates, immediately predecessor employers prior to the Closing Dateas provided for in Section 7.2. Effective as For the avoidance of doubt, Buyer's Pension Plan may be a defined contribution plan. As of the Closing Date, Post-Closing Employees who are participants in the Tesoro Corporation Retirement Plan or the Tesoro Corporation Restoration Retirement Plan (collectively, the 'seller's Pension Plans") shall be fully vested in their accrued benefits under the Seller's Pension Plans, and all Obligations under the Seller's Pension Plans shall remain the obligations of Seller, and none of Buyer, the Company or any of their respective Affiliates shall have any Obligation with respect to Seller's Pension Plans. (b) Buyer shall permit each Post-Closing Employee to elect on the Closing Date (or as soon thereafter as practical amend the Tesoro Petroleum Corporation Thrift Plan to add the Company as reasonably practicable) a sponsor, and to permit Continuing Nonrepresented Employees to participate therein effective as of their Employment Commencement Dates. The Buyer shall enhance the Tesoro Petroleum Corporation Thrift Plan to make it more comparable to the Shell Provident Fund by increasing the dollar-for-dollar match to a maximum of six (6) percent of "compensation" within the meaning of the Tesoro Petroleum Corporation Thrift Plan ("Buyer Compensation") and contributing for the account of each Continuing Nonrepresented Employee from the Employment Commencement Date until December 31, 2001, (the "Supplemental Period") an additional contribution equal to four (4) percent direct rollover of his or her Buyer Compensation in a supplemental defined (ii) As soon as practicable following the Closing Date but no later than three (3) months following the Closing Dateeligible rollover distributions, except to the extent permitted of any outstanding plan loans or as prohibited by section 401(k)(10)(A)(iii) of the Internal Revenue Code of 1986applicable Law, as amended, and to the extent directed by an Continuing Nonrepresented Employee, the Seller shall cause the Shell Pay Deferral Investment Fund to make direct rollovers (including rollovers of participant loans) to under the Tesoro Petroleum Corporation Thrift Plan, provided the Tesoro Corporation Retail Savings Plan, and the Tesoro Corporation Executive Deferred Compensation Plan (collectively, the 'seller's Savings Plans") to a tax-qualified deferred contribution plan to be established by Buyer provides as of the Closing Date (the "Buyer's Savings Plan"). Any such rollovers shall be made to the Buyer's Savings Plan in cash. Seller represents, covenants and agrees with satisfactory evidence respect to the Seller's Savings Plans, and Buyer represents, covenants and agrees with respect to the Buyer's Savings Plan, that, as of such plan's then qualified status and provided further that each date of a rollover described in this paragraph, such plan (i) is intended to satisfy the requirements of Section 401 (a) and (k) of the Code, and (ii) will have received, or an application will be timely filed for, a favorable determination letter from the Internal Revenue Service regarding such qualified status. Buyer will have no Obligation with respect to amounts attributable to Seller's Savings Plans other than acceptance of the rollovers requested by Post-Closing Employees. Seller shall take (or shall cause its Affiliates to take) any action required to ensure that Post-Closing Employees who are participants in the Seller's Savings Plans shall be amenable to accepting such rolloverfully vested in their accounts in the Seller's Savings Plans.

Pension Plan Coverage. (ia) The On and after the Closing, Post-Closing Employees shall become participants in a tax-qualified pension plan to be established or maintained by Buyer acknowledges as of the Closing Date (“Buyer’s Pension Plan”) with full credit for eligibility, vesting and benefit entitlement purposes (but not for benefit accrual) for service with the Company agrees that the Company shall withdraw as a Participating Company from the Shell Pension Plan, the Shell Provident Fund, the Shell Pay Deferral Investment Fund, or its Affiliates and certain other benefit plans and arrangements sponsored by Shell and its Affiliates, immediately predecessor employers prior to the Closing Dateas provided for in Section 7.2. Effective as For the avoidance of doubt, Buyer’s Pension Plan may be a defined contribution plan. As of the Closing Date, Post-Closing Employees who are participants in the Tesoro Corporation Retirement Plan or the Tesoro Corporation Restoration Retirement Plan (collectively, the “Seller’s Pension Plans”) shall be fully vested in their accrued benefits under the Seller’s Pension Plans, and all Obligations under the Seller’s Pension Plans shall remain the obligations of Seller, and none of Buyer, the Company or any of their respective Affiliates shall have any Obligation with respect to Seller’s Pension Plans. (b) Buyer shall permit each Post-Closing Employee to elect on the Closing Date (or as soon thereafter as practical amend the Tesoro Petroleum Corporation Thrift Plan to add the Company as reasonably practicable) a sponsor, and to permit Continuing Nonrepresented Employees to participate therein effective as of their Employment Commencement Dates. The Buyer shall enhance the Tesoro Petroleum Corporation Thrift Plan to make it more comparable to the Shell Provident Fund by increasing the dollar-for-dollar match to a maximum of six (6) percent of "compensation" within the meaning of the Tesoro Petroleum Corporation Thrift Plan ("Buyer Compensation") and contributing for the account of each Continuing Nonrepresented Employee from the Employment Commencement Date until December 31, 2001, (the "Supplemental Period") an additional contribution equal to four (4) percent direct rollover of his or her Buyer Compensation in a supplemental defined (ii) As soon as practicable following the Closing Date but no later than three (3) months following the Closing Dateeligible rollover distributions, except to the extent permitted of any outstanding plan loans or as prohibited by section 401(k)(10)(A)(iii) of the Internal Revenue Code of 1986applicable Law, as amended, and to the extent directed by an Continuing Nonrepresented Employee, the Seller shall cause the Shell Pay Deferral Investment Fund to make direct rollovers (including rollovers of participant loans) to under the Tesoro Petroleum Corporation Thrift Plan, provided the Tesoro Corporation Retail Savings Plan, and the Tesoro Corporation Executive Deferred Compensation Plan (collectively, the “Seller’s Savings Plans”) to a tax-qualified deferred contribution plan to be established by Buyer provides as of the Closing Date (the “Buyer’s Savings Plan”). Any such rollovers shall be made to the Buyer’s Savings Plan in cash. Seller represents, covenants and agrees with satisfactory evidence respect to the Seller’s Savings Plans, and Buyer represents, covenants and agrees with respect to the Buyer’s Savings Plan, that, as of such plan's then qualified status and provided further that each date of a rollover described in this paragraph, such plan (i) is intended to satisfy the requirements of Section 401 (a) and (k) of the Code, and (ii) will have received, or an application will be timely filed for, a favorable determination letter from the Internal Revenue Service regarding such qualified status. Buyer will have no Obligation with respect to amounts attributable to Seller’s Savings Plans other than acceptance of the rollovers requested by Post-Closing Employees. Seller shall take (or shall cause its Affiliates to take) any action required to ensure that Post-Closing Employees who are participants in the Seller’s Savings Plans shall be amenable to accepting such rolloverfully vested in their accounts in the Seller’s Savings Plans.