AMENDMENT, FREEZE AND TERMINATION AGREEMENT TO THE XANSER CORPORATION NON- EMPLOYEE DIRECTORS’ DEFERRED STOCK UNIT PLANNon-Employee Directors’ Deferred Stock Unit Plan Amendment • April 3rd, 2006 • Xanser Corp • Construction - special trade contractors
WHEREAS, the Sponsor has determined to amend the Plan, effective as of the earlier of (a) the “KSL Effective Time” (as that term is defined in that certain Agreement and Plan of Merger dated October 31, 2004, by and among Kaneb Services LLC and Valero L.P. (“Valero”) and certain of Valero’s affiliates, as amended from time to time), (b) a date during 2005 designated in writing by an executive officer of the Sponsor that precedes the KSL Effective Time and is not later than December 15, 2005, and (c) December 15, 2005 (such effective date is referred to hereinafter as the “Termination Date”) (1) to prohibit additional individuals from becoming participants under the Plan, (2) to cease all benefit accruals under the Plan and (3) to terminate the Plan and distribute all accrued and vested amounts payable under the Plan;
