other
than Eligible GP Employees.
2.
GENERAL SUPPORT AND COOPERATION.
THE
PARTIES AGREE, AS A GENERAL MATTER, THAT THEY SHALL FULLY COOPERATE WITH EACH
OTHER IN ALL REASONABLE RESPECTS IN THE DESIGN, ADOPTION, AMENDMENT,
IMPLEMENTATION, AND ADMINISTRATION OF THE EMPLOYEE BENEFIT PLANS AND PROGRAMS,
AS WELL AS THE OTHER MATTERS, CONTEMPLATED HEREIN.
IN FURTHERANCE BUT NOT IN
LIMITATION OF THIS GENERAL PROVISION, EACH PARTY SHALL PROVIDE THE OTHER PARTY
WITH SUCH RECORDS, DATA AND INFORMATION AS MAY BE REASONABLY NECESSARY IN ORDER
TO CARRY OUT THE INTENT OF THIS AGREEMENT.
ADDITIONALLY, VEC SHALL, AT ITS COST
AND EXPENSE, ASSIST GP IN THE DESIGN, PREPARATION AND INITIAL IMPLEMENTATION OF
EACH OF THE GP PLANS, SUCH ASSISTANCE TO INCLUDE REASONABLE ACCESS TO
APPROPRIATE INDIVIDUALS WITHIN THE HUMAN RESOURCES AND LEGAL FUNCTIONS OF VEC.
NOTWITHSTANDING ANYTHING ELSE PROVIDED HEREIN, PAYMENT OF ALL COSTS ASSOCIATED
WITH THE DESIGN, PREPARATION AND INITIAL IMPLEMENTATION OF EACH OF THE GP PLANS
CONTEMPLATED HEREIN SHALL BE BORNE BY VEC, INCLUDING BUT NOT LIMITED TO RELATED
LEGAL AND ACTUARIAL FEES.
3.
NO LIMITATION ON RIGHT TO AMEND PLANS.
NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT, NOTHING HEREIN SHALL BE
INTERPRETED OR CONSTRUED TO LIMIT THE RIGHT OF EITHER VEC OR GP TO AMEND ANY OF
THEIR RESPECTIVE EMPLOYEE BENEFIT PLANS IN WHOLE OR IN PART, OR TO TERMINATE ANY
SUCH PLAN OR PROGRAM, AT ANY TIME, AND NOTHING HEREIN IS INTENDED TO REQUIRE VEC
OR GP TO CONTINUE TO MAINTAIN ANY OF THE PLANS OR PROGRAMS DESCRIBED HEREIN.
THIS AGREEMENT IS NOT INTENDED, AND SHALL NOT BE CONSTRUED, TO CONSTITUTE AN
AMENDMENT OF ANY PLAN OR PROGRAM OF VEC OR GP, NOR SHALL THIS AGREEMENT PROVIDE
ANY ELIGIBLE
GP EMPLOYEE, VEC EMPLOYEE, OR ANY OTHER INDIVIDUAL ANY THIRD PARTY
BENEFICIARY RIGHTS OF ANY KIND.
2
4.
TERM.
EACH OF THE TRANSITION SERVICES
AND ARRANGEMENTS PROVIDED FOR HEREIN SHALL CONTINUE THROUGH THE EARLIER OF ITS
COMPLETION OR THE FINAL TRANCHE; PROVIDED THAT THE PARTIES MAY AGREE TO EXTEND
ANY OF THE SERVICES AND ARRANGEMENTS BEYOND THE EFFECTIVE DATE OF THE FINAL
TRANCHE BY MUTUAL AGREEMENT, AND PROVIDED FURTHER THAT NOTHING IN THIS AGREEMENT
SHALL BE DEEMED TO ALTER OR DIMINISH ANY OF THE SERVICES PROVIDED BY AFFILIATES
OF VEC TO GP OR ANY OF ITS AFFILIATES PURSUANT TO THAT CERTAIN THIRD AMENDED AND
RESTATED SERVICES AGREEMENT DATED AS OF JANUARY 1, 2006 AMONG DIAMOND SHAMROCK
REFINING AND MARKETING COMPANY, VALERO CORPORATE SERVICES COMPANY, VALERO L.P.,
VALERO LOGISTICS OPERATIONS, L.P., RIVERWALK LOGISTICS, L.P. AND GP, AS MAY BE
AMENDED AND RESTATED FROM TIME TO TIME.
5.
PENSION PLAN.
(a)
GP Pension Plan.
GP has adopted a defined
benefit pension plan ("GP Pension Plan") effective as of July 1, 2006, to cover
Eligible GP Employees, as well as other individuals subsequently employed by GP
and determined to be eligible under the terms of the GP Pension Plan.
The GP
Pension Plan provides all Eligible GP Employees with service credit for purposes
of vesting and eligibility for all service credited by VEC under