Common use of Form and Amount Clause in Contracts

Form and Amount. Upon the Executive's involuntary termination, other than for Cause, (a) subject to Section 5.5(iii), the Company will pay or provide to the Executive (1) his annual base salary and benefits until the date of termination, (2) within five business days after termination of his employment, a lump sum cash payment equal in amount to three times the sum of (x) the Executive's highest annual base salary in effect during the three years prior to his date of termination, and (y) the highest annual incentive compensation earned by the Executive during the same three-year period, (3) three additional years of age and service credit under the qualified and nonqualified defined benefit retirement plans of the Company in which the Executive participates at the time of termination; provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit the Executive would have accrued if he had been credited for all purposes with the additional years of age and service under such plan as of the Executive's date of termination with the Company will be paid in a lump sum in cash within five business days after termination of the Executive's employment, and (4) for a period of one year after termination of his employment, the continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid by other sources as set forth in Section 8, or as prohibited by law or as a condition of maintaining the tax- favored status of any such benefits to the Company or its employees; (b) the Executive's benefit under the applicable supplemental executive retirement plan will be not less than the benefit the Executive would have received under the terms of the corresponding plan (including any individual modifications thereof) applicable to the Executive as in effect immediately prior to the Effective Date determined as if the Executive had continued employment under the terms of such corresponding plan (and modifications) until his actual termination of employment. For purposes of Section 5.5(i)(a)(2), the three- year period will include employment with Diamond Shamrock, Inc. or any of its affiliates.

Form and Amount. Upon the Executive's involuntary termination, other than for Cause, (a) subject to Section 5.5(iii), the Company will pay or provide to the Executive (1) his annual base salary and benefits until the date of termination, (2) within five business days after termination of his employment, a lump sum cash payment equal in amount to three times the sum of (x) the Executive's highest annual base salary in effect during the three years prior to his date of termination, and (y) the highest annual incentive compensation earned by the Executive during the same three-year period, (3) three additional years of age and service credit under the qualified and nonqualified defined benefit retirement plans of the Company in which the Executive participates at the time of termination; provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit the Executive would have accrued if he had been credited for all purposes with the additional years of age and service under such plan as of the Executive's date of termination with the Company will be paid in a lump sum in cash within five business days after termination of the Executive's employment, and (4) for a period of one year after termination of his employment, the continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid by other sources as set forth in Section 8, or as prohibited by law or as a condition of maintaining the tax- tax-favored status of any such benefits to the Company or its employees; (b) the Executive's benefit under the applicable supplemental executive retirement plan will be not less than the benefit the Executive would have received under the terms of the corresponding plan (including any individual modifications thereof) applicable to the Executive as in effect immediately prior to the Effective Date determined as if the Executive had continued employment under the terms of such corresponding plan (and modifications) until his actual termination of employment. For purposes of Section 5.5(i)(a)(25.5(i) (a) (2), the three- three-year period will include employment with Diamond Shamrock, Inc. or any of its affiliates.

Form and Amount. Upon the Executive's involuntary termination, other than for Cause, (a) subject to Section 5.5(iii), the Company will pay or provide to the Executive the (1) his annual base salary and benefits until the date of termination, (2) within five business days after termination of his employment, a lump sum cash payment equal in amount to three two times the sum of (x) the Executive's highest annual base salary in effect during the three two years prior to his date of termination, and (y) the highest annual incentive compensation earned by the Executive during the same threetwo-year period, (3) three two additional years of age and service credit under the qualified and nonqualified defined benefit retirement plans of the Company in which the Executive participates at the time of termination; provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit the Executive would have accrued if he had been credited for all purposes with the additional years of age and service under such plan as of the Executive's date of termination with the Company will be paid in a lump sum in cash within five business days after termination of the Executive's employment, and (4) for a period of one year after termination of his employment, the continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid by other sources as set forth in Section 8, or as prohibited by law or as a condition of maintaining the tax- tax-favored status of any such benefits to the Company or its employees; (b) the Executive's benefit under the applicable supplemental executive retirement plan will be not less than the benefit the Executive would have received under the terms of the corresponding plan (including any individual modifications thereof) applicable to the Executive as in effect immediately prior to the Effective Date determined as if the Executive had continued employment under the terms of such corresponding plan (and modifications) until his actual termination of employment. For purposes ; and (c) if the Executive had theretofore relocated to San Antonio and his employment has been terminated within two years after the Effective Date, Executive will be reimbursed the costs of Section 5.5(i)(a)(2), relocation from San Antonio to any other location in the three- year period will include employment with Diamond Shamrock, Inc. or any of its affiliatescontinental United States under the same policies and procedures applicable to Executive's reimbursement for relocation to San Antonio.

Form and Amount. Upon the Executive's involuntary termination, other than for Cause, (a) subject to Section 5.5(iii), the Company will pay or provide to the Executive (1) his annual base salary and benefits until the date of termination, (2) within five business days after termination of his employment, a lump sum cash payment equal in amount to three times the sum of (x) the Executive's highest annual base salary in effect during the three years prior to his date of termination, and (y) the highest annual incentive compensation earned by the Executive during the same three-year period, (3) three additional years of age and service credit under the qualified and nonqualified defined benefit retirement plans of the Company in which the Executive participates at the time of termination; provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit the Executive would have accrued if he had been credited for all purposes with the additional years of age and service under such plan as of the Executive's date of termination with the Company will be paid in a lump sum in cash within five business days after termination of the Executive's employment, and (4) for a period of one year after termination of his employment, the continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid by other sources as set forth in Section 8, or as prohibited by law or as a condition of maintaining the tax- tax-favored status of any such benefits to the Company or its employees; (b) the Executive's benefit under the applicable supplemental executive retirement plan will be not less than the benefit the Executive would have received under the terms of the corresponding plan (including any individual modifications thereof) applicable to the Executive as in effect immediately prior to the Effective Date determined as if the Executive had continued employment under the terms of such corresponding plan (and modifications) until his actual termination of employment. For purposes of Section 5.5(i)(a)(2), the three- three-year period will include employment with Diamond Shamrock, Inc. or any of its affiliates.

Form and Amount. Upon the Executive's involuntary termination, other than for Cause, (a) subject to Section 5.5(iii), the Company will pay or provide to the Executive (1) his annual base salary and benefits until the date of termination, (2) within five business days after termination of his employment, a lump sum cash payment equal in amount to three times the sum of (x) the Executive's highest annual base salary in effect during the three years prior to his date of termination, and (y) the highest annual incentive compensation earned by the Executive during the same three-year period, (3) three additional years of age and service credit under the qualified and nonqualified defined benefit retirement plans of the Company in which the Executive participates at the time of termination; provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit the Executive would have accrued if he had been credited for all purposes with the additional years of age and service under such plan as of the Executive's date of termination with the Company will be paid in a lump sum in cash within five business days after termination of the Executive's employment, and (4) for a period of one year after termination of his employment, the continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid by other sources as set forth in Section 8, or as prohibited by law or as a condition of maintaining the tax- tax-favored status of any such benefits to the Company or its employees; (b) the Executive's benefit under the applicable supplemental executive retirement plan will be not less than the benefit the Executive would have received under the terms of the corresponding plan (including any individual modifications thereof) applicable to the Executive as in effect immediately prior to the Effective Date determined as if the Executive had continued employment under the terms of such corresponding plan (and modifications) until his actual termination of employment. For purposes ; and (c) if the Executive had theretofore relocated to San Antonio and his employment has been terminated within two years after the Effective Date, Executive will be reimbursed the costs of Section 5.5(i)(a)(2), relocation from San Antonio to any other location in the three- year period will include employment with Diamond Shamrock, Inc. or any of its affiliatescontinental United States under the same policies and procedures applicable to Executive's reimbursement for relocation to San Antonio.

Form and Amount. Upon the Executive's involuntary termination, other than for Cause, (a) subject to Section 5.5(iii), the Company will pay or provide to the Executive (1) his annual base salary and benefits until the date of termination, (2) within five business days after termination of his employment, a lump sum cash payment equal in amount to three times the sum of (x) the Executive's highest annual base salary in effect during the three years prior to his date of termination, and (y) the highest annual incentive compensation earned by the Executive during the same three-year period, (3) three additional years of age and service credit under the qualified and nonqualified defined benefit retirement plans of the Company in which the Executive participates at the time of termination; provided, however, that in the case of a qualified defined benefit pension plan, the present value of the additional benefit the Executive would have accrued if he had been credited for all purposes with the additional years of age and service under such plan as of the Executive's date of termination with the Company will be paid in a lump sum in cash within five business days after termination of the Executive's employment, and (4) for a period of one year after termination of his employment, the continuation of the employee welfare benefits set forth in Section 4.2 except as offset by benefits paid by other sources as set forth in Section 8, or as prohibited by law or as a condition of maintaining the tax- favored status of any such benefits to the Company or its employees; (b) the Executive's benefit under the applicable supplemental executive retirement plan will be not less than the benefit the Executive would have received under the terms of the corresponding plan (including any individual modifications thereof) applicable to the Executive as in effect immediately prior to the Effective Date determined as if the Executive had continued employment under the terms of such corresponding plan (and modifications) until his actual termination of employment; and (c) if the Executive had theretofore relocated to San Antonio and his employment has been terminated within two years after the Effective Date, Executive will be reimbursed the costs of relocation from San Antonio to any other location in the continental United States under the same policies and procedures applicable to Executive's reimbursement for relocation to San Antonio. For purposes of Section 5.5(i)(a)(2), the three- year period will include employment with Diamond Shamrock, Inc. or any of its affiliates.11