EMPLOYEE MATTERS AGREEMENT

EXHIBIT 10.3

by and between

XXXXXX OIL CORPORATION

and

XXXXXX USA INC.

Dated as of August 30, 2013

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINITIONS
Section 1.01.	Definitions	1

ARTICLE 2 GENERAL ALLOCATION OF LIABILITIES
Section 2.01.	Allocation of Liabilities Generally	6
Section 2.02.	Method of Settlement	7
Section 2.03.	Further Assurances	8
Section 2.04.	Assignment of Certain Rights; Non-Solicitation	8

ARTICLE 3 EMPLOYEES; ASSUMPTION AND/OR ADOPTION OF PLANS; OPTION ADJUSTMENTS
Section 3.01.	Employees	9
Section 3.02.	Assumption by Xxxxxx USA of Certain Plans	9
Section 3.03.	Adoption of Plans	9
Section 3.04	Xxxxxx Oil Equity-Based Plan Retention; Option Adjustments; Bonus Payments; Xxxxxx Oil ESPP	9

ARTICLE 4 THRIFT, SUPPLEMENTAL AND RETIREMENT PLANS
Section 4.01.	The Thrift Plan	12
Section 4.02.	Supplemental Plan	12
Section 4.03.	Retirement Plan Liabilities	13

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ARTICLE 5 HEALTH AND WELFARE PLANS
Section 5.01.	Assumption of Health and Welfare Plan Liabilities; General Provisions	13
Section 5.02.	Post-retirement Health and Retired Life Insurance Benefits	14
Section 5.03.	Effect of Change in Rates	14
Section 5.04.	COBRA and HIPPA	14
Section 5.05.	Leave of Absence Programs and FMLA	15
Section 5.06.	Xxxxxx USA Workers’ Compensation Program	16
Section 5.07.	Flexible Benefit Plans	16
Section 5.08.	Application of Article 5 to the Xxxxxx Oil Group	16

ARTICLE 6 INDEMNIFICATION
ARTICLE 7 GENERAL PROVISIONS
Section 7.01.	Notices	17
Section 7.02.	Amendments; No Waivers	18
Section 7.03.	Successors and Assigns	18
Section 7.04.	Governing Law	18
Section 7.05.	Counterparts; Effectiveness	18
Section 7.06.	Entire Agreement; No Change in Control or Severance Event	18
Section 7.07.	Dispute Resolution	18

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Section 7.08.	No Third Party Beneficiaries	19
Section 7.09.	Headings	20
Section 7.10.	Severability	20
Section 7.11.	Schedules	20
Section 7.12.	Cooperation and Coordination	20
Section 7.13.	Withholdings	20

iii

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

EMPLOYEE MATTERS AGREEMENT

EMPLOYEE MATTERS AGREEMENT (the “Agreement”) dated as of August 30, 2013, between Xxxxxx Oil Corporation, a Delaware corporation (“Xxxxxx Oil”) and Xxxxxx USA Inc., a Delaware corporation (“Xxxxxx USA”).

W I T N E S S E T H :

WHEREAS, Xxxxxx Oil has decided to distribute the common stock of Xxxxxx USA to the holders of Xxxxxx Oil Common Stock, $1.00 par value, (the “Distribution”); and

WHEREAS, in furtherance of the foregoing, Xxxxxx Oil and Xxxxxx USA have entered into the Distribution Agreement (as defined below) and certain other agreements that will govern certain matters relating to the Distribution and the relationship of Xxxxxx Oil and Xxxxxx USA and their respective Subsidiaries following the Distribution; and

WHEREAS, pursuant to the Distribution Agreement, Xxxxxx Oil and Xxxxxx USA have agreed to enter into this Agreement for the purpose of allocating between them assets, liabilities, and responsibilities with respect to certain employee compensation and benefit plans and programs;

WHEREAS, Xxxxxx Oil and Xxxxxx USA have agreed that, except as otherwise specifically provided herein, the general approach and philosophy underlying this agreement is to allocate assets, liabilities and responsibilities between Xxxxxx Oil and Xxxxxx USA on the basis of the employment relationships in effect at the time of the Distribution;

NOW, THEREFORE, in consideration of the mutual promises contained herein and in the Distribution Agreement, the parties agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01. Definitions. (a) The following terms, as used herein, shall have the meanings set forth below, provided, however, that capitalized terms used and not defined herein shall have the meanings set forth in the Distribution Agreement:

“Applicable Law” shall have the meaning set forth in the Distribution Agreement.

“Close of the Distribution Date” means 11:59:59 P.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the Distribution Date.

“Code” shall have the meaning set forth in the Distribution Agreement.

“COBRA” means the continuation coverage requirements for “group health plans” under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and as codified in Code § 4980B and ERISA §§ 601 through 608.

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“Distribution” has the meaning set forth in the recitals to this Agreement.

“Distribution Agreement” means the Separation and Distribution Agreement by and between Xxxxxx Oil Corporation and Xxxxxx USA Inc., dated as of August 30, 2013, 2013, to which this Agreement is Exhibit A.

“Distribution Date” shall have the meaning set forth in the Distribution Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor federal labor or employment law. Reference to a specific ERISA provision also includes any proposed, temporary, or final regulation in force under that provision.

“FMLA” means the Family Leave and Medical Act of 1993, as amended.

“Immediately after the Distribution Date” means 12:00 A.M., Eastern Standard Time or Eastern Daylight Time (whichever shall then be in effect), on the day after the Distribution Date.

“Liabilities” shall have the meaning set forth in the Distribution Agreement.

“Xxxxxx Oil Business” shall have the meaning set forth in the Distribution Agreement.

“Xxxxxx Oil Common Stock” shall have the meaning set forth in the Distribution Agreement.

“Xxxxxx Oil Employee” means each Person who, on the Distribution Date (a) is actively employed in the Xxxxxx Oil Business and who is listed on the payroll records of any member of the Xxxxxx Oil Group, (b) is on short-term disability leave, authorized leave of absence, military service or lay-off with recall rights and who was last actively employed in the Xxxxxx Oil Business by any member of the Xxxxxx Oil Group, (c) is an inactive or former employee and who was last actively employed in the Xxxxxx Oil Business by any member of the Xxxxxx Oil Group, including any former employee who has been on long-term disability leave or unauthorized leave of absence or who has terminated his or her employment, retired or died on or before the Distribution Date, and, in each case, their respective beneficiaries and dependents or (d) is an individual set forth on Schedule 1.01(a). Xxxxxx Oil Employees shall not include the individuals set forth on Schedule 1.01(b).

“Xxxxxx Oil Equity-Based Plans” means the Xxxxxx Oil Corporation 1992 Stock Incentive Plan, 2007 Long‑Term Incentive Plan, 2012 Long‑Term Incentive Plan, 2003 Stock Plan for Non-Employee Directors, 2008 Stock Plan for Non‑Employee Directors and the 2013 Stock Plan for Non‑Employee Directors.

“Xxxxxx Oil ERISA Affiliate” means any entity that, together with Xxxxxx Oil and after giving effect to the Distribution, would be treated as a single employer under Section 414(b) or (c) of the Code without regard to Sections 4069 and 4212(c) of ERISA.

“Xxxxxx Oil ESPP” means the Xxxxxx Oil Corporation Employee Stock Purchase Plan.

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“Xxxxxx Oil Group” shall have the meaning set forth in the Distribution Agreement.

“Xxxxxx Oil Plans”: means the Xxxxxx Oil Basic Life and Accidental Death and Dismemberment Plan (excluding retired life classes), the Xxxxxx Oil Supplemental Life Plan, the Xxxxxx Oil Occupational Life Plan, the Xxxxxx Oil Business Travel Policy, the Xxxxxx Oil Long Term Disability Plan, the Xxxxxx Oil HCSAP, the Xxxxxx Oil DCSAP, the Xxxxxx Oil Medical Plan, the Xxxxxx Oil Dental Plan, the Xxxxxx Oil Vision Plan, the Thrift Plan, the Supplemental Plan, the Xxxxxx Oil Vacation Policy for Corporate Employees, the Xxxxxx Oil Service Awards Program, the Xxxxxx Oil Employee Assistance Policy, the Xxxxxx Oil Education Assistance Policy, and the Xxxxxx Oil Occupational and Non-Occupational Illness Policy.

“Xxxxxx USA Business” shall have the meaning set forth in the Distribution Agreement.

“Xxxxxx USA Employee” means each Person who, on the Distribution Date, is or has at any time been employed in the Xxxxxx USA Business who is not a Xxxxxx Oil Employee.

“Xxxxxx USA ERISA Affiliate” means any entity that, together with Xxxxxx USA and after giving effect to the Distribution, would be treated as a single employer under Section 414(b) or (c) of the Code without regard to Sections 4069 and 4212(c) of ERISA.

“Xxxxxx USA Group” shall have the meaning set forth in the Distribution Agreement.

“New Xxxxxx USA Plans” means new, duplicate or mirror plans, policies or programs, as applicable, adopted or to be adopted by Xxxxxx USA that correspond to the Xxxxxx Oil Plans, with such changes therein as are necessary or appropriate to effectuate the terms of this Agreement.

“Profit Sharing Plan” means the Profit Sharing Plan for Employees of Xxxxxx Oil Corporation.

“Retirement Plan” means the Retirement Plan for Employees of Xxxxxx Oil Corporation.

“Specified Xxxxxx Oil Rights” means any and all rights to enjoy, benefit from or enforce any and all restrictive covenants including, without limitation covenants relating to non-disclosure, non-solicitation, non-competition, confidentiality or trade secrets, applicable or related, in whole or in part, to the Xxxxxx Oil Business that are provided for, contained or set forth in the Xxxxxx Oil Equity-Based Plans or any stock option or other award agreement issued thereunder, or pursuant to any non-competition, consulting, employment, termination, separation or severance agreement or arrangement with any Xxxxxx USA Employee or Xxxxxx Oil Employee and to which any member of the Xxxxxx USA Group or the Xxxxxx Oil Group is a party.

“Specified Xxxxxx USA Rights” means any and all rights to enjoy, benefit from or enforce any and all restrictive covenants including, without limitation covenants relating to non-disclosure, non-solicitation, non-competition, confidentiality or trade secrets, applicable or related, in whole or in part, to the Xxxxxx USA Business that are provided for, contained or set forth in the Xxxxxx Oil Equity-Based Plans or any stock option or other award agreement issued thereunder, or pursuant to any non-competition, consulting, employment, termination, separation or severance agreement or arrangement with any Xxxxxx USA Employee or Xxxxxx Oil Employee and to which any member of the Xxxxxx USA Group or Xxxxxx Oil Group is a party.

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“Supplemental Plan” means the Xxxxxx Oil Corporation Supplemental Executive Retirement Plan.

“Tax Matters Agreement” shall have the meaning set forth in the Distribution Agreement.

“Thrift Plan” means the Thrift Plan for Employees of Xxxxxx Oil Corporation.

(b) Each of the following terms is defined in the Section set forth opposite such term:

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

TERMS	SECTION
Employee Withholding Documents	7.13
Xxxxxx Oil Retained Liabilities	2.01
Xxxxxx Oil Bonus Liabilities	3.04
Xxxxxx Oil DCSAP	5.07
Xxxxxx Oil HCSAP	5.07
Xxxxxx Oil Health and Welfare Liabilities	5.01
Xxxxxx Oil Health and Welfare Plans	5.01
Xxxxxx Oil 2012 AIP	3.04
Xxxxxx Oil Retained Liabilities	2.01
Xxxxxx Oil WCP Liabilities	5.06
Xxxxxx USA Assumed Plans	3.02
Xxxxxx USA Assumed Liabilities	2.01
Xxxxxx USA DC Plan	4.01
Xxxxxx USA DC Plan Liabilities	4.01
Xxxxxx USA Health and Welfare Liabilities	5.01
Xxxxxx USA Assumed Liabilities Xxxxxx USA Supplemental Plan Liabilities Xxxxxx USA WCP Liabilities New Xxxxxx USA Health and Welfare Plans PUs	2.01 4.02 5.06 5.01 3.04
Retained Xxxxxx Oil Retiree Health and Life Liabilities	5.02
Retained Retiree Health and Life Liabilities	5.02
Retained Supplemental Plan Liabilities	4.02
Retained Thrift Plan Liabilities	4.01
RSUs	3.04
RSUCs	3.04
Standard Procedure	7.13

ARTICLE 2
GENERAL ALLOCATION OF LIABILITIES

Section 2.01. Allocation of Liabilities Generally.

(a) Subject to the terms and conditions of this Agreement, effective as of the Close of the Distribution Date, Xxxxxx Oil hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date (“Xxxxxx Oil Retained Liabilities”):

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(i) all Liabilities arising under any employment, separation or retirement agreement or arrangement to the extent applicable to any Xxxxxx Oil Employee;

(ii) the Xxxxxx Oil Bonus Liabilities, Xxxxxx Oil Deferred Compensation Liabilities, Xxxxxx Oil WCP Liabilities, Retained Retiree Health and Life Liabilities, Xxxxxx Oil Health and Welfare Liabilities, Retained Supplemental Plan Liabilities, Retained Thrift Plan Liabilities and all Liabilities arising under the Xxxxxx Oil Equity-Based Plans, the Xxxxxx Oil ESPP and the Retirement Plan;

(iii) all Liabilities arising under any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any of the Xxxxxx Oil Companies to the extent applicable to any member of the Xxxxxx Oil Group;

(iv) all Liabilities arising under any federal, state, local or foreign law, order or regulation (including, without limitation, ERISA and the Code) to the extent they relate to participation by any Xxxxxx Oil Employee in any employee benefit plan sponsored or maintained by any member of the Xxxxxx Oil Group, whether relating to events occurring on, prior to or after the Close of the Distribution Date or arising by reason of the transactions contemplated by this Agreement or otherwise;

(v) all statutory Liabilities to any Xxxxxx Oil Employee, which arise, directly or indirectly, by reason of the transactions contemplated by this Agreement; and

(vi) all other Liabilities attributable to actions specified to be taken by Xxxxxx Oil under this Agreement.

(b) Subject to the terms and conditions of this Agreement, effective as of Immediately after the Distribution Date, Xxxxxx USA hereby assumes and agrees to pay when due, honor and discharge, the following Liabilities, whether incurred before, on or after the Distribution Date (“Xxxxxx USA Assumed Liabilities”):

(i) all Liabilities arising under any employment, separation or retirement agreement or arrangement to the extent applicable to any Xxxxxx USA Employee;

(ii) the New Xxxxxx USA Plans, the Xxxxxx USA Assumed Plans, Xxxxxx USA Bonus Liabilities, Xxxxxx USA DC Plan Liabilities, Xxxxxx USA Health and Welfare Liabilities, Xxxxxx USA Supplemental Plan Liabilities and the Xxxxxx USA WCP Liabilities;

(iii) all Liabilities arising under any other employee benefit plan or arrangement sponsored or maintained at any time after the Distribution Date by any member of the Xxxxxx USA Group;

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

sponsored or maintained by any member of the Xxxxxx USA Group, relating to events occurring on or after the time Immediately after the Distribution Date;

(v) all statutory Liabilities to any Xxxxxx USA Employee which arises, directly or indirectly, by reason of the transactions contemplated by this Agreement; and

(vi) all other Liabilities attributable to actions specified to be taken by Xxxxxx USA under this Agreement.

Section 2.02. Method of Settlement. Notwithstanding anything herein to the contrary but except as set forth in Schedule 2.02, to the extent possible any transfer or assumption of Liabilities pursuant to this Article 2 shall be effected, prior to the Distribution Date or as soon thereafter as is reasonably practicable, through a corresponding adjustment in the relevant intercompany account balances of the parties hereto.

Section 2.03. Further Assurances.

(a) On and after the date hereof, Xxxxxx USA will, at the reasonable request of Xxxxxx Oil, execute, acknowledge and deliver all such endorsements, assurances, consents, assignments, transfers, conveyances, powers of attorney and other instruments and documents, and take such other actions necessary (i) to assign, transfer, convey and deliver to Xxxxxx Oil, acting in its fiduciary capacity, all the assets to be transferred to Xxxxxx Oil pursuant to this Agreement and (ii) to assist Xxxxxx Oil in obtaining the consent and approval of all Governmental Authorities and other Persons required to be obtained by Xxxxxx Oil to effect the transfer thereof and the assumption of the Xxxxxx Oil Retained Liabilities by Xxxxxx Oil or otherwise appropriate to carry out the transactions contemplated hereby.

(b) On and after the date hereof, Xxxxxx Oil will, at the reasonable request of Xxxxxx USA, execute, acknowledge and deliver all such endorsements, assurances, consents, assignments, transfers, conveyances, powers of attorney and other instruments and documents, and take such other actions necessary (i) to assign, transfer, convey and deliver to Xxxxxx USA, acting in its fiduciary capacity, all the assets to be transferred to Xxxxxx USA pursuant to this Agreement, and (ii) to assist Xxxxxx USA in obtaining the consent and approval of all Governmental Authorities and other Persons required to be obtained by Xxxxxx USA to effect the transfer thereof and the assumption of the Xxxxxx USA Assumed Liabilities by Xxxxxx USA or otherwise appropriate to carry out the transactions contemplated hereby.

Section 2.04. Assignment of Certain Rights; Non-Solicitation.

(a) To the extent permitted by applicable law, Xxxxxx Oil hereby assigns, to the maximum extent possible, on behalf of itself and the Xxxxxx Oil Group, the Specified Xxxxxx USA Rights, to Xxxxxx USA and Xxxxxx Oil shall take such actions to effect such assignment pursuant to Section 2.03(b) as Xxxxxx USA may reasonably request.

(b) To the extent permitted by applicable law, Xxxxxx USA hereby assigns, to the maximum extent possible, on behalf of itself and the Xxxxxx USA Group, the Specified Xxxxxx Oil Rights, to Xxxxxx

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

Oil and Xxxxxx USA shall take such actions to effect such assignment pursuant to Section 2.03(a) as Xxxxxx Oil may reasonably request.

(c) Xxxxxx Oil and Xxxxxx USA agree that neither party shall, without the prior written approval of the other, directly or indirectly for 12 months after the Distribution Date, solicit any employee of the other party to terminate his or her relationship with any member of the Xxxxxx USA Group or Xxxxxx Oil Group, respectively, provided that the foregoing shall not apply to (i) the use of an independent employment agency (so long as the agency was not directed to solicit such person) or (ii) as a result of the use of a general solicitation (such as an advertisement) not specifically directed to employees of the other party.

ARTICLE 3
EMPLOYEES; ASSUMPTION AND/OR ADOPTION OF PLANS; OPTION ADJUSTMENTS

Section 3.01. Employees. No provision of this Agreement shall require Xxxxxx Oil or Xxxxxx USA or any of their respective Subsidiaries to continue the employment of any of their respective employees following the Distribution Date.

Section 3.02. Assumption by Xxxxxx USA of Certain Plans. Effective as of the Close of the Distribution Date, Xxxxxx USA hereby assumes responsibility for and becomes the sponsor of, and Xxxxxx Oil or the relevant Xxxxxx Oil Subsidiary hereby ceases, except as otherwise provided herein, to be responsible for, or be the sponsor of, and ceases to be a “participating employer” in or to otherwise have any Liability in respect of, the Group Insurance Plan for Retail Store Managers of Xxxxxx Oil USA, Inc., Xxxxxx USA Inc., Limited Liability Plan, the Profit Sharing Plan and any vacation credited under the Vacation Policy for Retail Marketing Assistant Store Managers and Cashiers (Policy 05-01-08A) (collectively, “Xxxxxx USA Assumed Plans”). Xxxxxx Oil and Xxxxxx USA agree to cooperate and take all reasonable actions necessary or appropriate to cause a change in the sponsor of any Xxxxxx USA Assumed Plan or in the title thereof.

Section 3.03. Adoption of Plans.

(a) Effective as of not later than Immediately after the Distribution Date, Xxxxxx USA or a Xxxxxx USA Affiliate shall adopt, or cause to be adopted, the New Xxxxxx USA Plans, provided that nothing shall prevent Xxxxxx USA from terminating or amending such plans except to the extent precluded by Applicable Law, as would result in the loss of grandfathered status under the Patient Protection and Affordable Care Act or as otherwise provided herein.

(b) The New Xxxxxx USA Plans shall be, with respect to all Xxxxxx USA Employees, in all respects the successors in interest to any corresponding Xxxxxx Oil Plans. With respect to Xxxxxx USA Employees, each New Xxxxxx USA Plan and any other benefit plan, arrangement or policy applicable after the Distribution Date for Xxxxxx USA Employees shall provide that all service, compensation, and other benefit-affecting determinations, as of the Close of the Distribution Date, that were otherwise recognized under the corresponding Xxxxxx Oil Plan (for periods ending on the Distribution Date) shall, as of Immediately after the Distribution Date, receive full recognition and

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

credit to the extent the recognition or credit can validly be taken into account under the New Xxxxxx USA Plan to the same extent as if those items occurred under the Xxxxxx Oil Plans, except to the extent that duplication of benefits would result. Xxxxxx Oil shall provide appropriate data to Xxxxxx USA about such past service.

Section 3.04. Xxxxxx Oil Equity-Based Plan Retention; Option Adjustments; Bonus Payments; Xxxxxx Oil ESPP.

(a) In connection with the Distribution, Xxxxxx Oil shall retain the Xxxxxx Oil Equity‑Based Plans and shall cause such actions to be taken under such Plans as are necessary or appropriate to reflect the Distribution as provided in this Section 3.04 (a) and (b).

(i) In connection with the Distribution and effective as of the Distribution Date, all outstanding vested options to purchase shares of Xxxxxx Oil Common Stock, whether held by a current or a former Xxxxxx Oil Employee, a current or a former Xxxxxx USA Employee or a current or former non‑employee director of Xxxxxx Oil will be adjusted pursuant to the terms of the applicable Xxxxxx Oil Equity-Based Plan and Applicable Law to preserve the intrinsic value of each original option grant and the ratio of the exercise price to the fair market value of Xxxxxx Oil Common Stock on the Distribution Date. Such adjusted options held by Xxxxxx USA Employees will be exercisable until the earlier of two years from the Distribution Date or the stated expiration date of the grant.

(ii) In connection with the Distribution and effective as of the Distribution Date, any outstanding unvested options to purchase Xxxxxx Oil Common Stock which are held by Xxxxxx Oil Employees will be adjusted as described in Section 3.04 (a)(i). Xxxxxx USA will replace any outstanding unvested options to purchase shares of Xxxxxx Oil Common Stock which are held by Xxxxxx USA Employees Immediately after the Distribution Date with long‑term incentive awards of generally equivalent value under one or more long‑term incentive plans to be adopted by Xxxxxx USA.

(iii) In connection with the Distribution and effective as of the Distribution Date, any outstanding unvested stock appreciation rights related to Xxxxxx Oil Common Stock which are held by Xxxxxx Oil Employees will be adjusted as described in Section 3.04 (a)(i). Xxxxxx USA will replace any outstanding unvested stock appreciation rights related to Xxxxxx Oil Common Stock which are held by Xxxxxx USA Employees Immediately after the Distribution Date with long-term incentive awards of generally equivalent value under one or more long‑term incentive plans to be adopted by Xxxxxx USA.

(iv) In connection with the Distribution and effective as of the Distribution Date, similar adjustments as provided in Section 3.04(a)(i) will be made to the Xxxxxx Oil non‑employee director restricted stock unit awards granted under the applicable Xxxxxx Oil Equity-Based Plan.

(v) In connection with the Distribution and effective as of the Distribution Date, phantom stock units granted under the applicable Xxxxxx Oil Equity-Based Plan and held by Xxxxxx Oil Employees will be adjusted as described in Section 3.04(a)(i).

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(vi) In connection with the Distribution and effective as of the Distribution Date, restricted stock units (“RSUs”) whether held by a current or a former Xxxxxx Oil Employee or a current or a former Xxxxxx USA Employee will be adjusted pursuant to the terms of the applicable Xxxxxx Oil Equity-Based Plan and Applicable Law to preserve the intrinsic value of each original grant on the Distribution Date. RSUs that are held by Xxxxxx USA Employees will be prorated based on the extent to which the applicable performance goals are attained as of the Distribution Date, if at all, and will be paid out by Xxxxxx Oil based on the number of months in the performance period ending on the Distribution Date divided by 36. Xxxxxx USA will replace the balance of the RSUs with long‑term incentive awards of generally equivalent value under one or more long‑term incentive plans to be adopted by Xxxxxx USA.

(vii) In connection with the Distribution and effective as of the Distribution Date, cash-based restricted stock units (“RSUCs”) granted under the applicable Xxxxxx Oil Equity-Based Plan whether held by a current or a former Xxxxxx Oil Employee or a current or a former Xxxxxx USA Employee will be adjusted pursuant to the terms of the applicable Xxxxxx Oil Equity-Based Plan and Applicable Law to preserve the intrinsic value of each original grant on the Distribution Date. RSUCs that are held by Xxxxxx USA Employees will be prorated based on the extent to which the applicable performance goals are attained as of Distribution Date, if at all, and will be paid out by Xxxxxx Oil based on the number of months in the performance period ending on the Distribution Date divided by 36. Xxxxxx USA will replace the balance of the RSUCs with long‑term incentive awards of generally equivalent value under one or more long‑term incentive plans to be adopted by Xxxxxx USA.

(viii)In connection with the Distribution and effective as of the Distribution Date, cash based performance units (“PUs”) granted under the applicable Xxxxxx Oil Equity-Based Plan that are held by Xxxxxx USA Employees will be prorated based on the extent to which the applicable performance goals are attained as of Distribution Date, if at all, and will be paid out by Xxxxxx Oil based on the number of months in the performance period ending on the Distribution Date divided by 36. Xxxxxx USA agrees to replace the balance of the PUs with long-term incentive awards of equivalent value under one or more long‑term incentive plans to be adopted by Xxxxxx USA.

(b) Xxxxxx Oil hereby retains Liability for all annual bonus payments to Xxxxxx Oil Employees under the Xxxxxx Oil Corporation 2012 Annual Incentive Plan (the “Xxxxxx Oil 2012 AIP”) and Liability for all 2013 calendar year bonus payments under the Xxxxxx Oil 2012 AIP to Xxxxxx USA Employees as determined pursuant to the Xxxxxx 2012 AIP and the applicable award agreement (all such Liabilities, the “Xxxxxx Oil Bonus Liabilities”).

(c) The rights of, and continued participation in, if any, of Xxxxxx Oil Employees and Xxxxxx USA Employees under the Xxxxxx Oil ESPP will be determined pursuant to the terms thereof. For the avoidance of doubt, Xxxxxx USA will not be under any obligation to replicate the Xxxxxx Oil ESPP or to provide a similar benefit.

ARTICLE 4
THRIFT, SUPPLEMENTAL AND RETIREMENT PLANS

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Section 4.01. The Thrift Plan.

(a) Xxxxxx Oil shall retain all Liabilities and obligations in respect of benefits accrued by each Xxxxxx Oil Employee under the Thrift Plan.

(b) Effective as of not later than Immediately after the Distribution Date, Xxxxxx USA or a Xxxxxx USA ERISA Affiliate shall adopt a savings plan for the benefit of Xxxxxx USA Employees that is substantially similar to the Thrift Plan and is intended to qualify under Section 401(a) of the Code (the “Xxxxxx USA DC Plan”). Not later than the end of the calendar year in which the Distribution Date occurs or as soon thereafter as is reasonably practicable, (1) Xxxxxx Oil shall cause the Thrift Plan accounts of all Xxxxxx USA Employees which are held by the Thrift Plan’s related trust to be transferred to the Xxxxxx USA DC Plan and its related trust, and Xxxxxx USA shall cause those transferred accounts, all of which shall be 100% vested as of the Distribution Date, to be accepted by the Xxxxxx USA DC Plan and its related trust and (2) the Xxxxxx USA DC Plan shall assume and be solely responsible for Liabilities only with respect to transferred accounts of such Xxxxxx USA Employees (all such assumed liabilities, “Xxxxxx USA DC Plan Liabilities”). Such transfer shall be in-kind, including loans, to the maximum extent practicable and shall not favor participants who are Xxxxxx Oil Employees over participants who are Xxxxxx USA Employees. Any Xxxxxx USA DC Plan fund relating to Xxxxxx Oil Common Stock shall be administered so as to permit transfers out of, but not additions to, such fund.

(c) After the Distribution Date, Xxxxxx Oil shall retain all assets and Liabilities under the Thrift Plan except as otherwise provided in Section 4.01(b) (“Retained Thrift Plan Liabilities”).

Section 4.02. Supplemental Plan.

(a) (i) Effective as of Immediately after the Distribution Date, all Liabilities accrued on the books and records of any member of the Xxxxxx Oil Group or any member of the Xxxxxx USA Group with respect to the Supplemental Plan to the extent applicable to any Xxxxxx USA Employee, and assets allocable to such Liabilities, if any, shall be transferred to and assumed by Xxxxxx USA, or retained by Xxxxxx USA as the case may be, (“Xxxxxx USA Supplemental Plan Liabilities”) under the New Xxxxxx USA Plan that corresponds to the Supplemental Plan.

(ii) All other Liabilities under the Supplemental Plan, and all related assets, if any, are hereby transferred to and assumed or otherwise retained by Xxxxxx Oil (“Retained Supplemental Plan Liabilities”).

(b) Xxxxxx USA and Xxxxxx Oil shall cooperate to ensure that no deferred compensation amount is distributed prematurely in respect of any Xxxxxx Oil Employee or Xxxxxx USA Employee.

Section 4.03. Retirement Plan Liabilities. Xxxxxx Oil shall retain and remain responsible for all assets and Liabilities under the Retirement Plan accrued in respect of Xxxxxx Oil Employees and Xxxxxx USA Employees pursuant to the terms of the Retirement Plan. For the avoidance of doubt, no Xxxxxx USA Employee shall accrue any benefit after the Distribution Date under the Retirement Plan.

(NY) 14150/039/FORM 10/EXHIBITS/exhibit 10.3 EMA MurphyOil Spinco.doc

ARTICLE 5
HEALTH AND WELFARE PLANS

Section 5.01. Assumption of Health and Welfare Plan Liabilities; General Provisions.

(a) Effective as of Immediately after the Distribution Date and except to the extent provided in this Article 5, all Liabilities relating to claims incurred prior to, on or after the Distribution Date by each Xxxxxx USA Employee under the “Xxxxxx Oil Health and Welfare Plans” (designated as such on Schedule 5.01(a) hereto) shall cease to be Liabilities of the Xxxxxx Oil Health and Welfare Plans and shall be transferred to and assumed by Xxxxxx USA as of Immediately after the Distribution Date (“Xxxxxx USA Health and Welfare Liabilities”) under the New Xxxxxx USA Plans that correspond to the Xxxxxx Oil Health and Welfare Plans (the “New Xxxxxx USA Health and Welfare Plans”). Xxxxxx Oil shall retain all other Liabilities under the Xxxxxx Oil Health and Welfare Plans (“Xxxxxx Oil Health and Welfare Liabilities”).

(b) Xxxxxx USA shall cause the New Xxxxxx USA Health and Welfare Plans to recognize and maintain all coverage and contribution elections made by Xxxxxx USA Employees under the Xxxxxx Oil Health and Welfare Plans as of the Distribution Date and apply such elections under the New Xxxxxx USA Health and Welfare Plans for the remainder of the period or periods for which such elections are by their terms applicable. The transfer or other movement of employment from Xxxxxx Oil to Xxxxxx USA at any time before the Close of the Distribution Date shall neither constitute nor be treated as a “status change” under the New Xxxxxx USA Health and Welfare Plans or the Xxxxxx Oil Health and Welfare Plans.

(c) Xxxxxx USA shall cause the New Xxxxxx USA Health and Welfare Plans to recognize and give credit for all amounts applied to deductibles, out-of-pocket maximums, and other applicable benefit coverage limits with respect to which such expenses have been incurred by Xxxxxx USA Employees under the Xxxxxx Oil Health and Welfare Plans for the remainder of the year in which the Distribution Date occurs to the extent recognized under the comparable Xxxxxx Oil Health and Welfare Plans.

(d) Xxxxxx USA shall provide coverage to Xxxxxx USA Employees under the New Xxxxxx USA Health and Welfare Plans without the need to undergo a physical examination or otherwise provide evidence of insurability to the extent provided under the comparable Xxxxxx Oil Health and Welfare Plans.

(e) Xxxxxx USA shall cause the New Xxxxxx USA Health and Welfare Plans to recognize and credit all service of each Xxxxxx USA Employee recognized by the corresponding Xxxxxx Oil Health and Welfare Plans before the Close of the Distribution Date for all purposes, including, but not limited to, severance, disability, vacation and paid time off. On or as soon as reasonably practicable after the Distribution Date, Xxxxxx Oil shall deliver to Xxxxxx USA a schedule setting forth the accrued and unused vacation and paid time off for each Xxxxxx USA Employee as of the Distribution Date, and Xxxxxx USA shall assume and be responsible for all Liabilities therefor which, for the avoidance of doubt, shall be included in Xxxxxx USA Health and Welfare Liabilities.

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(f) Education or tuition reimbursement liabilities shall be the responsibility of the employer of the tuition reimbursement program participant at the time the education or tuition reimbursement request is formally submitted by the program participant in accordance with the terms and conditions of such program.

Section 5.02. Post-retirement Health and Retired Life Insurance Benefits. Xxxxxx Oil shall be responsible for providing to Xxxxxx USA Employees who are eligible to receive post-retirement medical or retired life insurance coverage under the Xxxxxx Oil Health and Welfare Plans and retire prior to the Close of the Distribution Date and to all Xxxxxx Oil Employees such coverage under the Xxxxxx Oil Health and Welfare Plans (“Retained Retiree Health and Life Liabilities”), in each case pursuant to the terms of the applicable Xxxxxx Oil Health and Welfare Plans. Nothing shall prevent (i) Xxxxxx Oil from amending or terminating such plans or (ii) notwithstanding Section 2.04(c) hereof, Xxxxxx USA from actively employing any retired Xxxxxx Oil Employees.

Section 5.03. Effect of Change in Rates. Xxxxxx USA and Xxxxxx Oil shall use their reasonable efforts to cause each of the insurance companies, HMOs, point-of-service vendors and third-party administrators providing services and benefits under the New Xxxxxx USA Health and Welfare Plans and the Xxxxxx Oil Health and Welfare Plans to maintain the premium and/or administrative rates based on the aggregate number of participants in both the New Xxxxxx USA Health and Welfare Plans and the Xxxxxx Oil Health and Welfare Plans through the expiration of the financial fee or rate guarantees in effect as of the Close of the Distribution Date under the respective contracts, policies, and agreements separately rated or adjusted for the demographics, experience or other relevant factors related to the covered participants of Xxxxxx USA and Xxxxxx Oil, respectively. To the extent they are not successful in such efforts, Xxxxxx USA and Xxxxxx Oil shall each bear the revised premium or administrative rates attributable to the individuals covered by their respective health and welfare plans.

Section 5.04. COBRA and HIPPA.

(a) Xxxxxx Oil shall be solely responsible for administering compliance with the health care continuation coverage requirements of COBRA and the Xxxxxx Oil Health and Welfare Plans with respect to Xxxxxx Oil Employees and, with respect to Xxxxxx USA Employees and their dependents who incur a COBRA qualifying event other than under a Xxxxxx USA Assumed Plan prior to the Distribution Date.

(b) Effective as of Immediately after the Distribution Date, Xxxxxx USA shall solely be responsible for administering compliance with the health care continuation coverage requirements of COBRA and the New Xxxxxx USA Health and Welfare plans with respect to Xxxxxx USA Employees and their dependents who incur a COBRA qualifying event i) under a Xxxxxx USA Assumed Plan prior to the Distribution Date, and ii) in all cases on or after the Distribution Date.

(c) For periods before the Distribution Date, Xxxxxx Oil shall be responsible for administering compliance with the portability requirements under the Health Insurance Portability and Accountability Act of 1996 with respect to Xxxxxx USA Employees and beginning not later than Immediately after the Distribution Date Xxxxxx USA shall be responsible for filing all necessary employee change notices with respect to in accordance with applicable Xxxxxx Oil policies and procedures. Effective as of Immediately after the

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Distribution Date, Xxxxxx Oil shall be solely responsible for administering compliance with such health care continuation coverage and portability requirements with respect to Xxxxxx Oil Employees, and Xxxxxx USA shall be solely responsible for administering compliance with such requirements with respect to Xxxxxx USA Employees.

Section 5.05. Leave of Absence Programs and FMLA.

(a) Xxxxxx USA shall be responsible for administering compliance with the Xxxxxx USA leave of absence programs and FMLA with respect to Xxxxxx USA Employees.

(b) Effective as of Immediately after the Distribution Date: (i) Xxxxxx USA shall adopt, and shall cause each member of the Xxxxxx USA Group to adopt, leave of absence programs; (ii) Xxxxxx USA shall honor, and shall cause each member of the Xxxxxx USA Group to honor, all terms and conditions of leaves of absence which have been granted to any Xxxxxx USA Employee under a Xxxxxx Oil leave of absence program or FMLA before the Distribution Date, including such leaves that are to commence after the Distribution Date; (iii) Xxxxxx Oil and each member of the Xxxxxx Oil Group shall be solely responsible for administering leaves of absence and compliance with FMLA with respect to their employees; and (iv) Xxxxxx USA and each member of the Xxxxxx USA Group shall recognize all periods of service of each Xxxxxx USA Employee with the Xxxxxx Oil Group to the extent such service is recognized by Xxxxxx Oil for the purpose of eligibility for leave entitlement under the Xxxxxx Oil leave of absence programs and FMLA.

(c) As soon as administratively possible and not later than the Close of the Distribution Date, Xxxxxx Oil shall provide to Xxxxxx USA copies of all records pertaining to the Xxxxxx Oil leave of absence programs and FMLA with respect to all Xxxxxx USA Employees to the extent such records have not been provided previously to Xxxxxx USA or a member of the Xxxxxx USA Group.

Section 5.06. Xxxxxx USA Workers’ Compensation Program.

(a) (i) Effective as of Immediately after the Distribution Date, Xxxxxx USA shall assume, retain and be responsible for all workers’ compensation Liabilities relating to Xxxxxx USA Employees (the “Xxxxxx USA WCP Liabilities”).

(ii) Effective as of Immediately after the Distribution Date, Xxxxxx Oil shall assume, retain and be responsible for all workers compensation Liabilities relating to Xxxxxx Oil Employees (“Xxxxxx Oil WCP Liabilities”).

(iii) For the avoidance of doubt, workers’ compensation Liabilities in respect of any current or former employee shall be the responsibility of such employee’s employer on the Distribution Date or, in the case of former employees, any such former employee’s last employer prior to the Distribution Date.

(b) Xxxxxx Oil and Xxxxxx USA shall cooperate with respect to the issuance of new, or transfer of, existing workers’ compensation policies and licenses.

Section 5.07. Flexible Benefit Plans.

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(a) To the extent any Xxxxxx USA Employee contributed to an account under the Xxxxxx Oil Health Care Spending Account Plan (“Xxxxxx Oil HCSAP”) during the calendar year that includes the Distribution Date, effective as of Immediately after the Distribution Date Xxxxxx Oil shall transfer to the corresponding New Xxxxxx USA Health and Welfare Plan the account balances of such Xxxxxx USA Employees for such calendar year under the Xxxxxx Oil HCSAP, regardless of whether the account balance is positive or negative.

(b) To the extent any Xxxxxx USA Employee contributed to the Xxxxxx Oil Dependent Care Spending Account Plan (“Xxxxxx Oil DCSAP”) during the calendar year that includes the Distribution Date, effective as of Immediately after the Distribution Date, Xxxxxx Oil shall transfer to the corresponding New Xxxxxx USA Health and Welfare Plan the account balances of such Xxxxxx USA Employees for such calendar year in the Xxxxxx Oil DCSAP Plan, regardless of whether the account balance is positive or negative.

Section 5.08. Application of Article 5 to the Xxxxxx Oil Group. Any reference in this Article 5 to “Xxxxxx USA” shall include a reference to the Xxxxxx USA Group when and to the extent Xxxxxx USA has caused a member of the Xxxxxx USA Group to (a) become a party to a vendor contract, group insurance contract, or HMO letter agreement associated with a New Xxxxxx USA Health and Welfare Plan, (b) become a self-insured entity for the purposes of one or more New Xxxxxx USA Health and Welfare Plans, (c) assume all or a portion of the Liabilities or administrative responsibilities for benefits which arose before the Distribution Date under a Xxxxxx Oil Health and Welfare Plan and which were expressly assumed by Xxxxxx USA pursuant to the terms of this Agreement, or (d) take any other action, extend any coverage, assume any other Liability or fulfill any other responsibility that Xxxxxx USA would otherwise be required to take under the terms of this Article 5, unless it is clear from the context that the particular reference is not intended to include a member of the Xxxxxx USA Group. In all such instances in which a reference in this Article 5 to “Xxxxxx USA” includes a reference to a member of the Xxxxxx USA Group, Xxxxxx USA shall be responsible to Xxxxxx Oil for ensuring that the member of the Xxxxxx USA Group complies with the applicable terms of this Agreement.

ARTICLE 6
INDEMNIFICATION

With respect to indemnification, the parties hereto agree as set forth in the Distribution Agreement.

ARTICLE 7
GENERAL PROVISIONS

Section 7.01. Notices. Any notice, instruction, direction or demand under the terms of this Agreement required to be in writing shall be duly given upon delivery, if delivered by hand, facsimile transmission, or mail, to the following addresses:

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If to Xxxxxx Oil, to:

Xxxxxx Oil Corporation

000 Xxxxx Xxxxxx

P.O. Box 7000

El Dorado, Arkansas 71731-7000

Attn: Xxxxxx Xxxxxxx

Facsimile: (000) 000-0000

With a copy to:

Xxxxx Xxxx & Xxxxxxxx LLP

000 Xxxxxxxxx Xxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attn: Xxxxxxx X. Xxxxxx, Esq.

Facsimile: (000) 000-0000

If to Xxxxxx USA, to:

Xxxxxx USA Inc.

000 Xxxxx Xxxxxx

P.O. Box 7300

El Dorado, Arkansas 71731-7300

Attn: Xxxx X. Xxxxx

Facsimile: (000) 000-0000

or to such other addresses or telecopy numbers as may be specified by like notice to the other party. All such notices, requests and other communications shall be deemed given, (a) when delivered in person or by courier or a courier services, (b) if sent by facsimile transmission (receipt confirmed) on a business day prior to 5 p.m. in the place of receipt, on the date of transmission (or, if sent after 5 p.m. or on a day other than a business day, on the following business day) or (c) if mailed by certified mail (return receipt requested), on the date specified on the return receipt.

Section 7.02. Amendments; No Waivers. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Xxxxxx Oil and Xxxxxx USA, or in the case of a waiver, by the party against whom the waiver is to be effective.

(a) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise

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thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 7.03. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that neither party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto.

Section 7.04. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to the conflicts of laws rules thereof.

Section 7.05. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

Section 7.06. Entire Agreement; No Change in Control or Severance Event.

(a) This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof and thereof. No representation, inducement, promise, understanding, condition or warranty not set forth herein has been made or relied upon by any party hereto or any member of their Group with respect to the transactions contemplated by this Agreement. To the extent that the provisions of this Agreement are inconsistent with the provisions of the Tax Matters Agreement, the provisions of the Tax Matters Agreement shall prevail.

(b) Neither the Distribution nor the consummation of the transactions contemplated herein or under the Distribution Agreement shall constitute a change in control for purposes of, or trigger or otherwise give rise to any severance obligations or entitlements under, any Xxxxxx Oil or Xxxxxx USA plan, program, agreement or arrangement.

Section 7.07. Dispute Resolution. Any dispute hereunder or with respect to the rights, duties and Liabilities of the parties hereto shall be resolved pursuant to the applicable provisions, including Article 8, of the Distribution Agreement.

Section 7.08. No Third Party Beneficiaries. Nothing contained in this Agreement is intended to constitute an amendment to any plan or arrangement governed by ERISA, or to confer upon any person or entity other than the parties hereto and their respective successors and permitted assigns, any benefit, right or remedies under or by reason of this Agreement.

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Section 7.09. Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 7.10. Severability. If any one or more of the provisions contained in this Agreement should be declared invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a declaration, the parties shall modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 7.11. Schedules. Xxxxxx Oil and Xxxxxx USA shall cooperate and mutually agree on each of the schedules to this Agreement. Xxxxxx Oil and Xxxxxx USA shall have the right to amend or supplement the information set forth in any schedule hereto from time to time until two business days prior to the Distribution Date.

Section 7.12. Cooperation and Coordination. The parties agree to share, and furnish each other with, such information concerning employees and employee benefit plans, and to take all such other action, as is necessary and appropriate to effect the transactions contemplated hereby, and to coordinate, in advance, the time, form and content of communications to current and former employees of the parties relating to such transactions.

Section 7.13. Withholdings. To the extent consistent with the terms of the Tax Matters Agreement, the party that is responsible for making a payment hereunder shall be responsible for making the appropriate withholdings, if any, attributable to such payments.

(a) Xxxxxx Oil and Xxxxxx USA agree to comply with the Standard Procedure described in Section 4 of Revenue Procedure 2004-53, 2004-2 C.B. 320 (the “Standard Procedure”). With respect to each Xxxxxx USA Employee, Xxxxxx Oil shall, in accordance with Revenue Procedure 2004-53, assume all responsibility for preparing and filing Form W-2, Wage and Tax Statements; Form W-3, Transmittal of Income and Tax Statements; Form 941, Employer’s Quarterly Federal Tax Returns; Form W-4, Employee's Withholding Allowance Certificates; and Form W-5, Earned Income Credit Advance Payment Certificates (collectively, the “Employee Withholding Documents”) with regard to wages paid during the period through the Close of the Distribution Date. Xxxxxx USA shall assume all responsibility for preparing and filing the Employee Withholding Documents with regard to wages paid to each Xxxxxx USA Employee after the Close of the Distribution Date. Xxxxxx USA and Xxxxxx Oil shall cooperate in good faith to the extent necessary to permit each of them to comply with the Standard Procedure.

[Signature Page Follows]

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

XXXXXX OIL CORPORATION
By:	/s/ Xxxxxx X. Xxxxxxx
	Name:	Xxxxxx X. Xxxxxxx
	Title:	Senior Vice President and General Counsel

XXXXXX USA INC.
By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title:	Senior Vice President, General Counsel and Secretary

[Signature Page to Employee Matters Agreement]

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SCHEDULE 1.01(a)

Name

Xxxxxxx Xxxxxxxx

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SCHEDULE 1.01(b)

[None.]

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SCHEDULE 2.02

[None.]

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SCHEDULE 5.01(a)

Xxxxxx Oil Health and Welfare Plans:

·	Xxxxxx Oil Basic Life and Accidental Death and Dismemberment Plan

·	(excluding retired life classes);

·	Xxxxxx Oil Supplemental Life Plan;

·	Xxxxxx Oil Occupational Life Plan;

·	Xxxxxx Oil Business Travel Policy;

·	Xxxxxx Oil Long Term Disability Plan;

·	Xxxxxx Oil HCSAP;

·	Xxxxxx Oil DCSAP;

·	Xxxxxx Oil Medical Plan;

·	Xxxxxx Oil Dental Plan;

·	Xxxxxx Oil Vision Plan;

·	Xxxxxx Oil Vacation Policy for Corporate Employees;

·	Xxxxxx Oil Service Awards Program;

·	Xxxxxx Oil Employee Assistance Policy;

·	Xxxxxx Oil Education Assistance Policy; and

·	Xxxxxx Oil Occupational and Non-Occupational Illness Policy.

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EMPLOYEE MATTERS AGREEMENT

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