EXHIBIT 10.59
AGREEMENT
This Agreement is entered into and effective as of March 3, 1998, between H.
Xxxx Xxxxx ("Executive") and Ultramar Diamond Shamrock Corporation (the
"Company").
Executive and the Company are parties to an Employment Agreement dated November
25, 1996, as amended (the "Employment Agreement"), and to a Relocation Agreement
dated December 2, 1996 (the "Relocation Agreement").
In consideration of the promises and mutual benefits contained in this
Agreement, Executive and the Company amend said agreements as follows:
1. The first and second sentences of paragraph 2 of the Relocation Agreement
are amended and restated as follows:
"The Employee may, at his election, voluntarily terminate his employment on
June 1, 2000 (the "Walk Right") by giving written notice to the Company on
or before March 1, 2000. If such election is not received by the Company on
or before March 1, 2000, the Walk Right shall terminate and be of no
further force and effect."
2. The fourth sentence of paragraph 2 of the Relocation Agreement is amended
and restated as follows:
"A termination from employment on any date other than June 1, 2000 and by
means other than the written notice as specified in this agreement shall be
covered by the Employment Agreement, and any payments due shall be
determined in accordance with the Employment Agreement."
3. The first sentence of subparagraph (a) of paragraph 2 of the Relocation
Agreement is amended and restated as follows:
"(a) Regardless of anything to the contrary in the Employment Agreement,
the amount of severance to be paid in a single lump sum on or before June
30, 2000 shall be $1,498,200.00. Executive will also be paid the present
value of the benefit accrued through said termination date under the
Ultramar Corporation Supplemental Retirement Benefit Plan (the "SERP")
applied in accordance with Sections 5.4 (I) and 5.5 (I) of the Employment
Agreement for a termination with Good Reason."
4. Subparagraph (a) to the last paragraph of Section 5.5 (I) of the Employment
Agreement, as amended, is amended and restated as follows.
"(a) the lump sum payment to which the Executive would be entitled upon the
occurrence of such event under the Diamond Shamrock R & M Supplemental
Retirement Plan (as in effect on the Effective Date), but taking into
account any subsequent amendments thereto which do not decrease the amount
of benefits or the right to receive benefits) (the "Diamond Shamrock SERP")
if the Executive had participated therein immediately prior to and at all
times following the Effective Date; over".
Said amendments are effective as of March 3, 1998.
/s/ H. XXXX XXXXX
H. XXXX XXXXX
ULTRAMAR DIAMOND SHAMROCK CORPORATION
By: /s/ XXXXX X. XXXXXXXXXXX
XXXXX X. XXXXXXXXXXX
CHIEF EXECUTIVE OFFICER
