Exhibit 10.6


 


GIBSON ENERGY ULC


 


SUPPLEMENTAL NON-REGISTERED
SAVINGS PLAN


 


Effective April 1, 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1

  	
   

  
	
  INTRODUCTION

  	
  1

  
	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
  DEFINITIONS AND INTERPRETATION

  	
  1

  
	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
  ELIGIBILITY AND MEMBERSHIP

  	
  3

  
	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
  CONTRIBUTIONS AND VESTING

  	
  3

  
	
   

  	
   

  
	
  ARTICLE 5

  	
   

  
	
  INVESTMENT OPTIONS

  	
  4

  
	
   

  	
   

  
	
  ARTICLE 6

  	
   

  
	
  WITHDRAWALS DURING EMPLOYMENT

  	
  5

  
	
   

  	
   

  
	
  ARTICLE 7

  	
   

  
	
  PAYMENTS UPON RETIREMENT, DEATH OR TERMINATION OF EMPLOYMENT

  	
  5

  
	
   

  	
   

  
	
  ARTICLE 8

  	
   

  
	
  ADMINISTRATION AND COMMUNICATION

  	
  6

  
	
   

  	
   

  
	
  ARTICLE 9

  	
   

  
	
  AMENDMENT OR TERMINATION OF THE PLAN

  	
  6

  
	
   

  	
   

  
	
  ARTICLE 10

  	
   

  
	
  GENERAL PROVISIONS

  	
  7

  



 


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ARTICLE 1

INTRODUCTION


 


1.1                               This document, as amended from
time to time, constitutes the Gibson Energy ULC Supplemental Non-Registered
Savings Plan (the “Plan”).  The purpose
of the Plan is to recognize the service of certain employees and to encourage
such employees to continue in the employment of Gibson Energy ULC (the “Company”)
or another Participating Company (as herein defined) until they retire.  Subject to the terms and conditions contained
herein, the purpose of the Plan is to help participating Members (as herein
defined) accumulate additional savings and achieve a more financially secure
retirement, consistent with the Company’s overall retirement and savings goals
and objectives.


 


1.2                               The Plan is a non-tax
sheltered group employee savings plan,  comprised of
individual non-registered savings plans for Members.


 


1.3                               The Plan is not a salary
deferral arrangement, employee trust, employee benefit plan or retirement
compensation arrangement, all as defined by the Income Tax Act. Members of the
Plan shall have no right to benefits other than as expressly described herein.


 


1.4                               The Plan is effective as of April 1, 2009 (the “Effective
Date”). The Plan shall apply to eligible employees designated as Members who
retire or terminate their employment with a Participating Company on or after
the Effective Date. No employee of a Participating Company who retired or terminated
their employment prior to said Effective Date shall be entitled to benefits
under this Supplemental Plan.


 


ARTICLE 2

DEFINITIONS AND INTERPRETATION


 


2.1                               Definitions.  In the Plan, the following terms shall,
unless the context clearly indicates otherwise, have the following meanings:


 


(a)                                  “Account”
means the individual non-registered savings plan account established for each
Member under the group non-registered savings plan with the Record Keeper;


 


(b)                                 “Beneficiary”
means the Member’s beneficiary designated for purposes of the Plan in
accordance with the procedures adopted for such purpose by the Company from
time to time or, if none, the Member’s estate;


 


(c)                                  “Board of
Directors” means the Board of Directors of the Company;


 


(d)                                 “Company”
means Gibson Energy ULC and any successor company, whether by amalgamation,
merger or otherwise;


 


(e)                                  “Earnings”
means annualized base salary paid to a Member;


 


(f)                                    “Effective
Date” means April 1, 2009;


 

















 


(g)                                 “Income Tax
Act” means the Income Tax Act
(Canada) and any applicable provincial income tax act, as amended from time to
time, together with any regulations and rules made thereunder from time to
time;


 


(h)                                 “Member”
means an employee of a Participating Company who meets the conditions of
participation set out in Section 3.1
hereof who is designated for participation in the Plan in accordance with Section 3.2
hereof;


 


(i)                                     “Participating
Company” means the Company and such of its subsidiaries, affiliates
and partnerships as may be designated by the Board of Directors from time to
time to participate in this Plan;


 


(j)                                     “Plan”
means the Gibson Energy ULC Supplemental Non-Registered Savings Plan as set
forth in this document and as amended from time to time;


 


(k)                                  “Record
Keeper” means such provider of administrative, record keeping,
investment and other services as shall be retained by the Company for purposes
of the Plan from time to time;


 


(l)                                     “Registered Pension
Plan” means the Retirement Plan for Employees of Gibson Energy ULC,
as amended from time to time;


 


(m)                               “Spouse”
means, in relation to a Member,


 


(i)                                     the person who, at the
relevant time, was married to and had not been living separate and apart from
the Member for three (3) or more consecutive years, or


 


(ii)                                  if there is no person to whom (i) applies,
the person who, immediately preceding the relevant time, had lived with the
Member in a conjugal relationship (a) for a continuous period of at least
three (3) years, or (b) of some permanence, if there is a child of
the relationship by birth or adoption;


 


and who is the same person as the spouse or pension partner of the
Member for purposes of the Registered Pension Plan.


 


2.2                               Number
and Gender.  In this Plan, reference to the
male gender includes the female gender unless the context requires otherwise,
and words importing the singular number include the plural number unless the
context requires otherwise, and vice versa.


 


2.3                               Captions
and Headings.  The captions, headings and
table of contents of this Plan are included for convenience of reference only
and shall not be used in interpreting the provisions of this Plan.


 


2.4                               Definitions
Incorporated by Reference.  Terms used and not otherwise
defined in this Plan which are defined in the Registered Pension Plan shall
have the meanings ascribed thereto in the Registered Pension Plan.


 


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ARTICLE 3

ELIGIBILITY AND MEMBERSHIP


 


3.1                               Conditions
for Eligibility.  To be eligible
to be designated for participation in the Plan, an individual must be an
employee of a Participating Company and must meet the following conditions:


 


(a)                                  The employee must be a member
of the Registered Pension Plan;


 


(b)                                 The employee must contribute
at the maximum contribution level permitted under the Registered Pension Plan;
and


 


(c)                                  The employee must remain
eligible to participate in the Plan pursuant to Section 6.2.


 


3.2                               Designation
as Member.  An employee of a Participating
Company who meets the conditions for eligibility set out in Section 3.1
and who (a) holds the position of Vice President or higher with a
Participating Company or (b) is otherwise designated by the Board of
Directors, or its authorized delegate, as a Member, shall be entitled to become
a Member and to participate in the Plan.


 


3.3                               Enrolment.  An employee of a Participating Company who
meets the conditions for participation set out in Section 3.1 and is so
designated by the Board of Directors, or its authorized delegate, pursuant to Section 3.2
shall become a Member upon receipt by the Company and/or the Record Keeper of
such completed enrolment forms as may be prescribed by the Company from time to
time, in form and substance satisfactory to the Company, including without
limitation, the Member’s written agreement to be bound by the terms of this
Plan.


 


3.4                               Suspension
of Participation.  If a Member
fails to continue to meet any of the conditions set out in Section 3.1
hereof, such Member’s participation in the Plan shall be suspended until such
time as the conditions are once again met. 
Notice of suspension and reinstatement shall be provided to the Member
in writing by the Company.


 


3.5                               Continuing
Membership.  A Member, whose participation
has not been suspended in accordance with Section 3.4, shall continue to
be a Member for as long as he has any benefits owing under the Plan.  Upon payment to a Member or Beneficiary
hereunder of the value of the Member’s Account, such Member or Beneficiary, as
applicable, shall no longer have any rights or entitlements under the Plan.


 


ARTICLE 4

CONTRIBUTIONS AND VESTING


 


4.1                               No Member
Contributions.  Members shall be neither
required nor permitted to make contributions under the Plan.


 


4.2                               Company
Contributions.  A Participating Company shall
contribute the gross amount of thirty
percent (30%) of a Member’s Earnings in each year to the Account
of each Member employed by that Participating Company, less any amounts
required to be 


 


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withheld pursuant to Section 4.3.  All contributions made by the Company shall
immediately vest in the Member upon deposit to the Member’s Account.


 


4.3                               Contributions
on After-Tax Basis.  All amounts
deposited to a Member’s Account in accordance with Section 4.2 shall be
net of any applicable tax or other required withholdings on the gross
contribution by the Participating Company, and the Participating Company which
is the employer of a Member shall withhold and remit to applicable taxation
authorities any amounts required to be withheld and remitted by it.


 


4.4                               Remittance
of Contributions.  The
Participating Companies shall remit all contributions to the Plan not less
frequently than monthly.


 


4.5                               Cessation
of Contributions. 
Notwithstanding anything to the contrary contained herein, contributions
to the Plan shall cease immediately upon a Member no longer being an employee
of a Participating Company.  For greater
certainty, all contributions to the Plan pursuant to Section 4.2 shall be
suspended during any period when the Member’s participation in the Plan is
suspended in accordance with Section 3.4. and during any period when the
Member is on an unpaid leave of absence and is not receiving payment of
Earnings from the Company.


 


ARTICLE 5

INVESTMENT OPTIONS


 


5.1                               Options
for Investment.  The Company
shall select a range of investment options that will be offered to Members
under the Plan.  The Company may, in its
sole discretion, add or remove investment options under the Plan from time to
time.


 


5.2                               Information
Regarding Investment Options.  The Record
Keeper shall provide Members with investment information about the investment
options offered under the Plan in the Plan enrolment package upon a Member
becoming a participant in the Plan, and from time to time thereafter when
investment options are amended or revised.


 


5.3                               Investment
of Accounts.  Each Member shall direct the
investment of contributions to, and amounts held in, the Member’s Account
within the range of investment options offered under the Plan by completing
such forms as may be prescribed for such purposes by  the
Company and the Record Keeper.


 


5.4                               Investment
Changes.  Any investment election made by a Member
pursuant to Section 5.2 shall continue in effect until changed by the
Member.  A Member may change his
investment option at any time in accordance with the procedures adopted by the
Company and the Record Keeper from time to time.


 


5.5                               Default
Investment Option.  If a Member
fails to provide full and complete instructions to the Record Keeper regarding
the investment of the Member’s Account, monies held in such Account shall be
invested in such default investment option as shall be selected by the Company
from time to time.


 


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ARTICLE 6

WITHDRAWALS DURING EMPLOYMENT


 


6.1                               Withdrawals.  While a Member participates in the Plan, the
Member may only withdraw contributions made to his or her Account and
investment returns thereon and remain as a participant in the Plan with the
approval of the Company.  The Company
will only grant approval to a Member’s request for withdrawal from the Member’s
Account if such request is made in one of the following circumstances:


 


(a)                                  For the payment of any
applicable taxes in respect of earnings on the assets held in the Member’s
Account where such tax liability is $10,000 or more and satisfactory evidence
thereof is furnished to the Company upon request;


 


(b)                                 Marriage breakdown requiring
an allocation of assets pursuant to a court order or legal separation
agreement, a copy of which is furnished to the Company upon request; or


 


(c)                                  Otherwise in the Company’s
discretion in compelling circumstances.


 


6.2                               Unapproved
Withdrawals.  Notwithstanding any other
provision of the Plan, in the event that a Member makes a withdrawal from his
Account without the approval of the Company  pursuant to Section 6.1,
such withdrawal will result in the termination of the Member’s participation in
the Plan.


 


ARTICLE 7

PAYMENTS UPON RETIREMENT, DEATH OR TERMINATION OF EMPLOYMENT


 


7.1                               Payment
upon Retirement or Termination.  Upon a Member
ceasing to be employed by a Participating Company by reason of retirement or
other termination of employment, all monies held in the Member’s Account shall
be paid out by means of one or more of the following payment options, in
accordance with the Member’s election:


 


(a)                                  To purchase from the Record
Keeper or another insurance company acceptable to the Company, in its sole
discretion, such available type of annuity as selected by the Member which may
be purchased with the balance of the Member’s Account; or


 


(b)                                 As a lump sum cash payment.


 


7.2                               Payment
upon Death.  If a Member dies while employed
by a Participating Company, all monies held in the Member’s Account shall be
paid out by means of a lump sum cash payment to the Member’s Beneficiary.


 


7.3                               Provision
of Statement of Options.  Upon
termination of employment, death or retirement of a Member, the Record Keeper
shall provide the Member (or Beneficiary, as applicable), with a statement
explaining the options available to the Member (or Beneficiary, as applicable),
for settlement of the Member’s Account in accordance with this Article 7.


 


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7.4                               Default
Payment Option.  If a Member
fails to elect a method of settlement under Section 7.1 within ninety (90)
days of the Member’s retirement or termination of employment, following such
ninety (90) day period:


 


(a)                                  the Member’s Account shall be
held and distributed in accordance with the procedures adopted by the Record
Keeper from time to time and communicated to Members in the booklet distributed
by it to Plan Members, and


 


(b)                                 such Member shall continue to
be responsible for any expenses and fees incurred in connection with his
Account in accordance with Section 8.2.


 


ARTICLE 8

ADMINISTRATION AND COMMUNICATION


 


8.1                               Administration
by the Company.  The plan shall
be administered by the Company.  The
Company may establish such rules and regulations for the management and
administration of the Plan as it may determine from time to time.  The Company shall be entitled to delegate any
or all of its duties and responsibilities under this Plan to one or more Record
Keepers in accordance with any agreements which may be entered into by the
Company and any such Record Keepers. 
Notwithstanding the foregoing, the Company retains the right and shall
be responsible for interpreting the terms of the Plan, including but not
limited to, determining matters relating to eligibility, employment status, and
Earnings, in accordance with the terms of the Plan.  Any determination made by the Company with
respect to the rights or obligations of any party under the Plan shall be final
and binding on all concerned.


 


8.2                               Fees and
Expenses.  All investment management fees and expenses
shall be paid by deducting such amounts from the Members’ Accounts.  The Company will have the responsibility to
pay any other fees or expenses related to the operation or administration of
the Plan.


 


8.3                               Taxes.  Subject to the provisions of Section 6.1(a),
each Member shall be solely responsible for the payment of any income tax,
capital gains tax or penalty tax that may be incurred in respect of the Member’s
Account under the Plan.  The Record
Keeper will provide to each Member, on an annual basis, such tax reporting
forms as are required in respect of the Member’s Account.


 


8.4                               Account
Statements.  The Record Keeper shall
provide, not less frequently than twice per year, a statement to each Member
describing the entitlement of the Member under the plan, including but not
limited to, the market value of the Member’s Account and the allocation among
the investment options.


 


ARTICLE 9

AMENDMENT OR TERMINATION OF THE PLAN


 


9.1                               Amendment
and Termination.  The Company
intends to maintain the Plan indefinitely but reserves the right to amend,
modify, suspend or terminate the Plan, either in whole or in part, at any time
and from time to time, provided that no such amendment or 


 


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modification shall adversely affect Members’
accrued rights and entitlements as at the date of the amendment or
modification.


 


Any
modification or amendment to the Plan may be made, retroactively if necessary,
when the Company deems it necessary or appropriate to bring the Plan into
conformity with applicable laws, regulations or rulings (including, but not
limited to, the Income Tax Act), or to improve the benefits provided under the
Plan.  All such amendments shall be
binding on the Company, any Participating Company and on each Member.


 


9.2                               Payment
on Termination.  In the event
that the Plan is terminated, all monies held in the Members’ Accounts shall be
paid out in accordance with one or more of the payment options available to the
Member pursuant to Section 7.1, as directed by the Member.


 


ARTICLE 10

GENERAL PROVISIONS


 


10.1                        Governing
Law.  The Plan and all of the rights and
obligations hereunder shall be construed, governed and administered in
accordance with the laws of the province of Alberta and the laws of Canada
applicable therein.


 


10.2                        Severability.  If any provision, or part thereof, of the
Plan is deemed to be void or unenforceable in whole or in part, such
determination shall not affect the validity or enforceability of any other
provision or part thereof, and the Plan shall be construed and enforced as if
such provision had not been included therein.


 


10.3                        No
Assignment.  Except to the extent required
by law, the benefits under the Plan are not capable of assignment, loan,
alienation, surrender, commutation, pledge, encumbrance or charge or to
attachment or legal process for debts of the person receiving such benefits or
given as security, and do no confer upon any Member, Beneficiary, personal
representative or dependant, or any other person, any right or interest in the
benefits capable of being assigned, surrendered, commuted or otherwise
alienated.


 


10.4                        No Right
to Employment.  Nothing contained herein shall
be deemed to give any Member the right to be retained in the service of a
Participating Company or to interfere with the rights of a Participating
Company to discharge or lay off any Member at any time and to deal with such
Member without regard to the effect which such treatment might have upon such
Member’s participation in the Plan.


 


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