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EXHIBIT 10j
[FINA, INC. LETTERHEAD]
March 26, 1998
Mr. Neil A. Smoak
P.O. Box 601085
Dallas, TX 75360-1085
Dear Neil:
This letter, when executed by you in the space provided, will constitute an
Agreement between you and FINA, Inc. ("Company") concerning the termination of
your employment and certain considerations, in addition to normal entitlements,
relative to your retirement benefits. The terms of the Agreement are described
below:
1. FINA agrees to pay a separation allowance in the amount of $242,500
coincident with your separation from FINA on March 15, 1998. The allowance
plus all remaining earned and accrued vacation will be paid in a lump sum
payment, less required withholding.
2. The Company acknowledges that you have earned a Vested Retirement Benefit
under the FINA, Inc. Pension Plan ("Plan") based on your Benefit Service
and Final Average Compensation (as those terms are defined in the Plan).
The Company will provide you a total pension benefit as set forth on
Exhibit A, and you may elect to start receiving this benefit on the first
day of any month beginning with your Early Retirement Date ("ERD") of June
1, 2001, through your Normal Retirement Date ("NRD") of June 1, 2011. If
you elect to begin receiving a pension benefit prior to your NRD, it will
be reduced, if applicable, to the amounts set forth on Exhibit A to reflect
your age when you begin receiving your pension benefit. The pension
benefits set forth on Exhibit A will be paid from the Plan to the extent of
your Vested Retirement Benefit provided in accordance with the terms of the
Plan, and any additional amount necessary to provide the full amount of
your total pension benefit as set forth on Exhibit A will be paid from the
general assets of the Company, either as part of your interest in the FINA
Restoration Plan (discussed in Paragraph 3, below) or as a Supplemental
Pension Benefit. You may elect to have your pension benefit, including the
portion covered by the FINA Restoration Plan and the Company's supplemental
contribution to your Vested Retirement Benefit, converted to a joint and
survivor or certain and life option, in the manner provided in the Plan.
3. The Company also acknowledges that you have earned certain benefits under
the FINA, Inc. Restoration Plan ("Restoration Plan"). With respect to the
Restoration Plan, you may elect any distribution option provided by the
Restoration Plan. That portion of your interest in the Restoration Plan
which replaces the Company's contribution to the FINA Capital Accumulation
Plan may be taken immediately, and that portion of your interest in the
Restoration Plan which replaces the accrual of additional benefits in the
FINA, Inc. Pension Plan may be taken as a lump sum or an annuity beginning
when you reach your ERD on June 1, 2001, but you may postpone receipt to
the extent permitted by the terms of the Restoration Plan. (The benefits
schedule set forth on Exhibit A assumes that your interest in the pension
component of the Restoration Plan will be taken as a life annuity.) The
benefits
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Mr. Neil Smoak
03/26/98
Page 2
provided by the Restoration Plan will be paid from the general assets of
the Company subject to any required withholding.
4. The Company will waive the eligibility requirements for retiree medical
benefits under the FINA, Inc. Comprehensive Medical Plan allowing you to
participate as a retiree beginning March 16, 1998. The monthly cost of
retiree medical care coverage for you and your eligible dependent will be
determined in accordance with the provisions of the plan from time-to-time
in force. Based on your years of service through your termination date, you
will pay 52% of the cost of retiree medical coverage. Retiree medical
premiums are generally adjusted on January 1 of each year.
5. The Company agrees to provide you with financial consulting and federal and
state income tax preparation services from the Ayco Company, L.P. for the
calendar year 1998 (including the preparation of any 1998 tax returns filed
in 1999).
6. The Company agrees that you may have the Company's membership in the Dallas
Petroleum Club which is registered in your name transferred to you upon
payment by you of the Club's transfer or other similar fee prior to April
30, 1998.
7. The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all
the business and/or assets of the Company expressly to assume and agree to
perform this Agreement in the same manner and to perform it as if no such
succession had taken place. As used in this Agreement, "Company" shall mean
the Company as hereinbefore defined and any successor to all or
substantially all the business and/or assets of the Company that assumes,
or is required by this covenant to assume, this Agreement by operation of
law, or otherwise.
8. The parties hereto acknowledge and agree that the statements contained
herein are not merely recitations, but make and constitute valuable
contractual considerations.
9. This Agreement shall inure to the benefit of and be enforceable by your
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees.
10. No right or interest of yours under this Agreement may be assigned,
transferred or alienated, in whole or in part, either directly or by
operation of law, and no such right or interest shall be liable for or
subject to any debt, obligation or liability of yours (other than a debt,
obligation or liability of yours to the Company).
In consideration of, and as a precondition to this Agreement, except as to the
Vested Retirement Benefit provided in Paragraph 2 and the benefits under the
Restoration Plan described in Paragraph 3 on Page 1 above, the following
conditions will apply:
1. Acting on your own behalf, and that of your heirs, executors, successors
and assignees, you release and forever discharge FINA and any of its
current and former affiliates, employees, agents, successors and assignees,
from any and all claims under any State or Federal statute or common law
related to your employment by or service to the Company, including, but not
limited to, any claims for wrongful discharge, sex discrimination, race
discrimination or age discrimination under the Age Discrimination in
Employment Act, 29 U.S.C. Section 623, provided however, that no waiver
contained in this paragraph
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Mr. Neil Smoak
03/26/98
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shall limit or waive any right which you and your legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees may have to enforce this Agreement.
2. You will use your best good faith efforts to return to the Company all
documents (including copies) and other property of the Company that you
may have received or had access to during the course of your employment
which are the property of the Company and valuable to its ongoing business
activities, and you acknowledge that you have not retained any such
documents or copies.
3. You acknowledge that you have been given 21 days to consider whether or
not to sign this Agreement and that you had an opportunity to consult with
any attorney of your choosing prior to signing it. You understand that you
may revoke this Agreement at any time on or before the date which is seven
(7) calendar days after the date of your signature on this Agreement and
that the Agreement will not be effective or enforceable until the
seven-day revocation period has expired.
If this is your understanding of this Agreement, please execute and return the
copy of this Agreement, which is attached, to the undersigned.
Sincerely,
FINA, Inc.
/s/ RON W. HADDOCK
---------------------------------
Ron W. Haddock
ACCEPTED AND AGREED TO
this 26 day of March, 1998
/s/ NEIL A. SMOAK
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Neil A. Smoak
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Mr. Neil Smoak
3/26/98
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EXHIBIT A
RETIREMENT PENSION BENEFIT(1) SUPPLEMENTAL PENSION(2) TOTAL
BENEFIT PENSION
MONTHLY BENEFIT BENEFITS
------------------------------------------------- ------------------------- -----------
Commencement Actuarial FINA, Inc. FINA Restoration Reduction Monthly Monthly
Date Age Equivalent(3) Pension Plan(4) Plan(4)(5) Combined Factor(6) Benefit(4) Benefit
- ----------------------------------------------------------------------------------------- ------------------------- -----------
June 1, 2011 65 1.00000 $ 3,785.69 $ 2,930.73 $ 6,716.42 1.00 $ 0.00 $ 6,716.42
June 1, 2010 64 0.89270 $ 3,379.49 $ 2,616.26 $ 5,995.75 1.00 $ 720.67 $ 6,716.42
June 1, 2009 63 0.79912 $ 3,025.22 $ 2,342.00 $ 5,367.22 1.00 $ 1,349.20 $ 6,716.42
June 1, 2008 62 0.71723 $ 2,715.21 $ 2,102.01 $ 4,817.22 1.00 $ 1,899.20 $ 6,716.42
June 1, 2007 61 0.64530 $ 2,442.91 $ 1,891.20 $ 4,334.11 1.00 $ 2,382.31 $ 6,716.42
June 1, 2006 60 0.58192 $ 2,202.97 $ 1,705.45 $ 3,908.42 1.00 $ 2,808.00 $ 6,716.42
June 1, 2005 59 0.52590 $ 1,990.90 $ 1,541.27 $ 3,532.17 0.95 $ 2,848.43 $ 6,380.60
June 1, 2004 58 0.47624 $ 1,802.90 $ 1,395.73 $ 3,198.63 0.90 $ 2,846.15 $ 6,044.78
June 1, 2003 57 0.43207 $ 1,635.68 $ 1,266.28 $ 2,901.96 0.85 $ 2,807.00 $ 5,708.96
June 1, 2002 56 0.39270 $ 1,486.64 $ 1,150.90 $ 2,637.54 0.80 $ 2,735.60 $ 5,373.14
June 1, 2001 55 0.35752 $ 1,353.46 $ 1,047.79 $ 2,401.25 0.75 $ 2,636.07 $ 5,037.32
1. Reflects benefits earned under the FINA, Inc. Pension Plan and the pension
component of the FINA Restoration Plan.
2. Reflects the supplemental pension benefits under the terms of this
agreement.
3. Based on UP-1984 Unisex Mortality Table.
4. Life annuity illustrated. This monthly benefit may be converted to a joint
& survivor or a certain and life option.
5. This monthly benefit may also be converted to a lump sum payment.
6. Early Retirement reduction factors from Section 5.2(b) of the FINA, Inc.
Pension Plan.