<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1999
Registration No._________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________________
Vastar Resources, Inc.
(Exact name of registrant as specified in its charter)
Delaware 95-4446177
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
15375 Memorial Drive
Houston, Texas 77079
(Address, including zip code,
of registrant's principal executive offices)
____________________
VASTAR RESOURCES, INC.
CAPITAL ACCUMULATION PLAN
Formerly named the Capital Accumulation Plan II
(Full title of the plan)
_____________________
ALBERT D. HOPPE
Vice President, General Counsel and Secretary
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas 77079
(281) 584-6027
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
_____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
PROPOSED(1)(2)(3)(4) PROPOSED(4)
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(3) OFFERING PRICE FEE(2)(4)
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.01 per share 260,000 $ 56.60 $ 14,714,700 $ 3,885
======================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
(2) These are additional shares being registered pursuant to General Instruction
E to Form S-8. This registration statement is also deemed, pursuant to General
Instruction E to Form S-8, to relate to 49,763, 33,746 and 95,343 shares
previously registered on Form S-8 (Registration No. 33-80844), (Registration No.
33-80846) and (Registration No. 33-80848), respectively, in connection with
predecessor plans which have been merged into the plan to which this
Registration Statement relates and with respect to which a registration fees of
$793, $351 and $641, respectively have been paid. See explanatory statement on
page 2.
(3) The number of shares of common stock registered herein is subject to
adjustment to prevent dilution resulting from stock splits, stock dividends and
similar transactions.
(4) In accordance with Rule 457(c), the aggregate offering price and the amount
of the registration fee are computed on the basis of the average of the high and
low prices of a share of the Company's Common Stock as reported on the New York
Stock Exchange Composite on December 27, 1999.
______________________________
Page 1 of 6 sequentially numbered pages.
The Index to Exhibits appears on sequential page 6.
<PAGE>
EXPLANATORY STATEMENT
A total of 50,000, 200,000 and 130,000 shares of Common Stock, par value $0.01
per share ("Common Stock") of Vastar Resources, Inc. were registered on Forms
S-8, Registration Nos. 33-80846, 33-80844 and 33-80848, respectively, to be
issued under the Vastar Resources, Inc. Savings Plan ("Savings Plan"), the
Vastar Resources, Inc. Savings Plan II ("Savings Plan II") and the Vastar
Resources, Inc. Capital Accumulation Plan ("Original CAP Plan"), respectively.
These plans have been merged with and into the plan which this Registration
Statement relates (i.e., the Vastar Resources, Inc. Capital Accumulation Plan
II, which was renamed the Vastar Resources, Inc. Capital Accumulation Plan (the
"Surviving CAP Plan")). As of the effective date of the merger of the plans, a
total of 33,746, 95,343 and 49,763 shares of Common Stock which were registered
in connection with Savings Plan, Savings Plan II and the Original CAP Plan had
not been issued under such plans and, pursuant to General Instruction E to Form
S-8 and the telephonic interpretation of the Securities Exchange Commission set
forth at page 113 (question 90, Section G) of the Division of Corporate
Finance's Manual of Publicly Available Telephone Interpretations (July 1997),
such shares are hereby carried forward to and deemed to be covered by this
Registration Statement for issuance under the Surviving CAP Plan. In addition,
this Registration Statement is filed pursuant to General Instruction E of Form
S-8 for the purpose of registering 260,000 additional shares of Common Stock for
issuance under the Surviving CAP Plan.
INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the Registration
Statement on Form S-8 filed by Vastar Resources, Inc. under Registration
No. 33-80850 are hereby incorporated by reference.
ITEM 5. Albert D. Hoppe, whose opinion regarding the legality of shares is
attached hereto as Exhibit 5 is Vice President, General Counsel and Secretary of
Vastar Resources, Inc. (the "Company"). As of December 28, 1999, Mr. Hoppe owned
options to purchase 45,150 shares of the Company's Common Stock granted to him
under certain Company benefit plans.
ITEM 8. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
______________ ____________
5 Opinion of Albert D. Hoppe, Esq., dated December 28, 1999,
as to the validity of the shares of Common Stock of the
Registrant being registered (filed herewith)
10.1 Vastar Resources, Inc. Amended and Restated Capital
Accumulation Plan (filed herewith)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Albert D. Hoppe, Esq. (included in Exhibit 5)
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Vastar Resources,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on this 29th day of
December, 1999.
Vastar Resources, Inc.
By: /s/ Charles D. Davidson
------------------------------
Charles D. Davidson
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jimmie D. Callison
_____________________________ Director December 29, 1999
Jimmie D. Callison
/s/ Terry G. Dallas
_____________________________ Director December 29, 1999
Terry G. Dallas
/s/ Charles D. Davidson
_____________________________ President, Chief Executive December 29, 1999
Charles D. Davidson Officer and Director
(Principal executive officer)
/s/ Marie L. Knowles
_____________________________ Director December 29, 1999
Marie L. Knowles
/s/ Robert C. LeVine
____________________________ Director December 29, 1999
Robert C. LeVine
/s/ Joseph P. McCoy
_____________________________ Vice President December 29, 1999
Joseph P. McCoy and Controller
(Principal accounting officer)
/s/ William D. Schulte
____________________________ Director December 29, 1999
William D. Schulte
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven J. Shapiro
_____________________________ Senior Vice President, Chief December 29, 1999
Steven J. Shapiro Financial Officer and Director
(Principal financial officer)
/s/ Donald R. Voelte, Jr.
_____________________________ Director December 29, 1999
Donald R. Voelte, Jr.
/s/ Michael E. Wiley
_____________________________ Chairman of the Board December 29, 1999
Michael E. Wiley
</TABLE>
4
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas on December 29, 1999.
Vastar Resources, Inc.
Capital Accumulation Plan
By: /s/ Joseph P. McCoy
------------------------
Name: Joseph P. McCoy
Title: Vice President and Controller
5
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
5 Opinion of Albert D. Hoppe, Esq., dated December 28, 1999,
as to the validity of the shares of Common Stock of the
Registrant being registered (filed herewith)
10.1 Vastar Resources, Inc. Amended and Restated Capital
Accumulation Plan (filed herewith)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of Albert D. Hoppe, Esq. (included in Exhibit 5)
6
<PAGE>
EXHIBIT 5
(Vastar Logo)
Vastar Resources, Inc. Legal and Government Relations Department
15375 Memorial Drive
Houston, Texas 77079
(281) 584-6027
(281) 584-3492 Fax
Albert D. Hoppe
Vice President, General Counsel and Secretary
December __, 1999
Board of Directors
Vastar Resources, Inc.
15375 Memorial Drive
Houston, Texas 77079
OPINION OF COUNSEL
I am Vice President, General Counsel and Secretary of Vastar Resources, Inc.
(the "Company") and have acted as counsel for the Company in connection with its
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended, of 438,852 shares
of the Company's common stock, $0.01 par value (the "Common Stock") (this number
includes 33,746, 95,343 and 49,763 shares of Common Stock that were registered
in connection with the Vastar Resources, Inc. Savings Plan, the Vastar
Resources, Inc. Savings Plan II and the Vastar Resources, Inc. Capital
Accumulation Plan, respectively, on Registration Statement Nos. 33-80846,
33-80844 and 33-80848, respectively, that are carried forward to and deemed
covered by the Registration Statement) issuable pursuant to the Vastar
Resources, Inc. Capital Accumulation Plan, as amended to date and formerly
called the Vastar Resources, Inc. Capital Accumulation Plan II (the "Plan").
As the basis for the opinion hereinafter expressed, I have examined such
statutes, regulations, records and documents, certificates of corporate and
public officials and other instruments as I have deemed necessary or
advisable for the purposes of this opinion. In such examination, I have
assumed the authenticity of all documents submitted to me as originals and
the conformity with the original documents of all documents submitted to me
as copies.
Based on the foregoing, certain consultations with officers, employees and
agents of the Company and on such legal considerations as I deem relevant, I
am of the opinion that the shares of Common Stock to be issued by the Company
pursuant to the Plan, when issued in accordance with the terms of the Plan,
will be validly issued, fully paid and nonassessable.
I am a member of the Bars of the States of Colorado, Missouri and Texas and I am
familiar with the general corporation law of the State of Delaware and the
federal laws of the United States, insofar as necessary for purposes of
rendering this opinion. I hereby consent to the use of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/ Albert D. Hoppe
<PAGE>
EXHIBIT 10.1
VASTAR RESOURCES, INC.
- --------------------------------------------------------------------------------
VASTAR RESOURCES, INC.
CAPITAL ACCUMULATION PLAN
Amendment and Restatement
Effective As Of March 15, 1999
<PAGE>
VASTAR RESOURCES, INC
CAPITAL ACCUMULATION PLAN
To record the adoption of the amended and restated Vastar Resources, Inc.
Capital Accumulation Plan, effective March 15, 1999, the undersigned, being duly
authorized to act on behalf of Vastar Resources, Inc. has executed this plan
document at Los Angeles, California on the 10th day of December, 1999.
ATTEST: VASTAR RESOURCES, INC.
/s/ JONATHAN D. EDELFELT /s/ JEFFREY M. BENDER
BY: _____________________________ BY: ____________________________
Jonathan D. Edelfelt Jeffrey M. Bender
Associate Secretary Vice President
Human Resources
<PAGE>
VASTAR RESOURCES, INC.
CAPITAL ACCUMULATION PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<C> <S> <C>
INTRODUCTION......................................................... 1
Section 1 - DEFINITION
1.1 Acquisition Loan..................................... 2
1.2 Administrator........................................ 2
1.3 Annual Earnings or Earnings.......................... 2
1.4 Capital Accumulation Plan Administrative Committee... 2
1.5 Code................................................. 2
1.6 Company.............................................. 2
1.7 Credited Company Service............................. 2
1.8 Effective Date....................................... 2
1.9 Elective Deferrals or Deferrals...................... 2
1.10 Employee............................................. 3
1.11 Employee Contribution Agreement...................... 3
1.12 ERISA................................................ 3
1.13 Financed Shares...................................... 3
1.14 Former Member........................................ 3
1.15 Highly Compensated Employee.......................... 3
1.16 Hour of Service...................................... 4
1.17 Matching Contributions............................... 5
1.18 Member............................................... 5
1.19 Member's Account or Account.......................... 5
1.20 Member Contributions................................. 6
1.21 Plan or Plans........................................ 6
1.22 Plan Year............................................ 6
1.23 Subsidiary or Affiliate.............................. 6
1.24 Trust Agreement...................................... 6
1.25 Trustee.............................................. 6
1.26 Valuation Date....................................... 6
Section 2 - MEMBERSHIP - ELIGIBILITY
2.1 Membership........................................... 7
2.2 Notice to Administrator.............................. 7
2.3 Membership Termination............................... 7
2.4 Member Suspension.................................... 8
2.5 Member Transfers..................................... 8
2.6 Capital Accumulation Plan Assets..................... 8
</TABLE>
i
<PAGE>
<TABLE>
<C> <S> <C>
Section 3 - MEMBERS' ELECTIVE DEFERRALS
3.1 Members' Elections................................. 10
3.2 Contribution of Elective Deferrals and Member
Contributions...................................... 11
3.3 Annual Dollar Limitation............................ 11
3.4 Actual Deferral Percentage Tests.................... 12
3.5 Distribution of Excess Contributions................ 12
3.6 Make-Up Elective Deferrals and Member Contributions. 13
Section 4 - COMPANY CONTRIBUTION
4.1 Matching Contribution............................... 14
4.2 Form of Contribution................................ 14
4.3 Members Excluded From Contribution.................. 14
4.4 Actual Contribution Percentage Test................. 14
4.5 Distribution of Excess Contributions................ 15
4.6 Limitation on the Multiple Use Alternative.......... 16
4.7 Section 415 Limitations............................. 16
4.8 Nonelective Contributions........................... 17
4.9 Exclusive Benefit................................... 17
Section 5 - FINANCED SHARES
5.1 Acquisition Loans................................... 18
5.2 Payments on Acquisition Loan........................ 19
Section 6 - INVESTMENT OF MEMBERS' AND FORMER MEMBERS' ACCOUNTS
6.1 Members' and Former Members' Accounts............... 21
6.2 Investment of Elective Deferrals,Member Contribution,
Rollovers and Certain Matching Contributions....... 21
6.3 Investment of Company Contributions................. 21
6.4 Member of Former Member Direction of Investments.... 22
6.5 Allocation of Investment Experience................. 22
6.6 Manner and Time of Debiting Distributions........... 22
6.7 Title of Investments................................ 22
6.8 Voting of Investments............................... 22
6.9 Voting of Vastar Resources, Inc. Common Stock....... 23
6.10 Allocation of Dividends on Vastar Resources, Inc.
Common Stock....................................... 24
6.11 Investment Advisory Fees............................ 24
6.12 Member or Former Member Protection.................. 24
6.13 Confidentiality..................................... 24
Section 7 - WITHDRAWALS DURING EMPLOYMENT
7.1 Age 59 1/2 Withdrawal............................... 25
7.2 Application and Basis for Hardship Withdrawal....... 25
7.3 Partial Withdrawals of Member Contributions......... 26
</TABLE>
ii
<PAGE>
<TABLE>
<C> <S> <C>
Section 8 - PAYMENTS ON TERMINATION OF MEMBERSHIP OR OTHER REASONS
8.1 Termination of Employment........................... 27
8.2 Death............................................... 28
8.3 Disability.......................................... 29
8.4 Divorce............................................. 29
8.5 Rollover............................................ 29
8.6 Notice.............................................. 30
8.7 Distributions....................................... 30
8.8 Distribution of Benefits............................ 32
Section 9 - LOANS TO MEMBERS
9.1 General............................................. 33
9.2 Eligibility......................................... 33
9.3 Loan Amount......................................... 33
9.4 Number of Loans..................................... 34
9.5 Interest Rate....................................... 34
9.6 Security............................................ 34
9.7 Funding of the Loan................................. 34
9.8 Repayment of the Loan............................... 34
9.9 Deemed Distribution................................. 35
9.10 Default............................................. 35
Section 10 - CAPITAL ACCUMULATION ADMINISTRATIVE COMMITTEE
10.1 Capital Accumulation Plan Administrative Committee.. 36
10.2 Rules of Conduct.................................... 36
10.3 Legal, Accounting, Clerical......................... 36
10.4 Interpretation of Provisions........................ 36
10.5 Records of Administration........................... 36
10.6 Claims for Benefits................................. 37
10.7 Liability of Committee.............................. 38
10.8 Unlocated Member.................................... 38
10.9 Legal Representative................................ 38
Section 11 - AMENDMENTS, DISCONTINUANCE, LIABILITIES
11.1 Amendment........................................... 39
11.2 Termination......................................... 39
11.3 Liability of Company................................ 39
Section 12 - MISCELLANEOUS
12.1 Employment.......................................... 40
12.2 Benefits Not Assignable............................. 40
12.3 Discharge of Liability.............................. 40
12.4 Governing Laws...................................... 40
</TABLE>
iii
<PAGE>
<TABLE>
<C> <S> <C>
12.5 Limitation on Mergers............................... 40
12.6 Delegation of Fiduciary or Administrative
Responsibilities................................... 40
12.7 Named Fiduciary..................................... 41
Section 13 - ROLLOVERS
13.1 Rollovers from Other Qualified Plans................ 42
13.2 Transfers from Individual Retirement Accounts....... 42
13.3 Membership.......................................... 42
13.4 Administration...................................... 43
Section 14 - TOP HEAVY PROVISIONS
14.1 Definitions......................................... 44
14.2 Minimum Allocation.................................. 47
14.3 .................................................... 48
14.4 .................................................... 48
14.5 .................................................... 48
14.6 .................................................... 48
Section 15 - SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES OF THE COMPANY SECONDED
TO SOUTHERN ENERGY MARKETING, L.P.
15.1 .................................................... 49
15.2 .................................................... 49
15.3 .................................................... 49
15.4 .................................................... 49
15.5 .................................................... 49
</TABLE>
iv
<PAGE>
VASTAR RESOURCES, INC.
CAPITAL ACCUMULATION PLAN
INTRODUCTION
This Plan is intended to qualify as a Stock Bonus Plan under (S)401(a) of the
Internal Revenue Code of 1986, as amended, and as a Qualified Cash or Deferred
Arrangement under (S)401(k) of the Code. Part of the Plan (the "ESOP Part") is
intended to qualify as an Employee Stock Ownership Plan under (S)4975(e)(7) of
the Code and such part is designed to invest primarily in Vastar Resources, Inc.
Common Stock.
Effective March 14, 1999, the Vastar Resources, Inc. Capital Accumulation Plan,
the Vastar Resources, Inc. Savings Plan II, the Vastar Resources, Inc. Savings
Plan (the "Predecessor Plans") are merged into the Vastar Resources, Inc.
Capital Accumulation Plan II and the name of the plan is changed to the Vastar
Resources, Inc. Capital Accumulation Plan.
The class of employees eligible to participate in this Plan previously
participated in the Atlantic Richfield Capital Accumulation Plan II and Atlantic
Richfield Savings Plan II. The assets and liabilities of the Atlantic Richfield
Capital Accumulation Plan II and the Atlantic Richfield Savings Plan II
allocable as of June 30, 1994 to the participants in this Plan who commenced
participation effective July 1, 1994 were transferred to this Plan. This Plan
is a continuation of the Atlantic Richfield Capital Accumulation Plan II and
Atlantic Richfield Savings Plan II with respect to the former participants of
such plans who transferred to, and commenced participation in, this Plan
effective July 1, 1994.
This amendment and restatement of the Plan is effective March 15, 1999, except
as otherwise indicated, and is intended to bring the Plan into compliance with
the Uniformed Services Employment and Re-employment Act of 1994, Small Business
Protection Act of 1996, subsequent legislation, and relevant regulations and
rulings. The provisions of this amended and restated plan apply to persons who
are employed on or after March 15, 1999, unless otherwise indicated.
1
<PAGE>
SECTION 1
DEFINITIONS
1.1 "Acquisition Loan" means a loan or other extension of credit used by the
Trustee to finance the acquisition of Vastar Resources, Inc. Company Common
Stock.
1.2 "Administrator" means the Capital Accumulation Plan Administrative
Committee.
1.3 "Annual Earnings" or "Earnings" means the annual, actual wages or salary
paid to a Member for the Member's personal service, including the amount of
any Employee contribution pursuant to (S)125 and (S)401(k) of the Code, as
amended, but excluding, effective September 1, 1994, foreign service
premiums(1), and extra pay such as overtime, premiums, bonuses, living or
other allowances. Annual Earnings shall not exceed a Member's regular
wages or salary as determined by the Company. Annual Earnings or Earnings
shall not exceed $160,000, as adjusted each Plan Year pursuant to
(S)401(a)(17)(B) of the Code.
1.4 "Capital Accumulation Plan Administrative Committee" means the committee
provided for in Section 10 of this Plan.
1.5 "Code" means the Internal Revenue Code of 1986, as amended.
1.6 "Company" means Vastar Resources, Inc. and such of its Subsidiaries or
Affiliates whose Employees are included in this Plan upon authorization of
the Board of Directors of Vastar Resources, Inc. and adoption of this Plan
by the Board of Directors of such authorized Subsidiary or Affiliate.
1.7 "Credited Company Service" means service with the Company, a predecessor
company, and/or a Subsidiary or Affiliate which service the Company
recognizes, on a basis uniformly applicable to all persons similarly
situated, for purposes of this Plan.
1.8 "Effective Date" means the effective date of this amended and restated Plan
which is March 15, 1999, unless otherwise indicated.
1.9 "Elective Deferrals" or "Deferrals" means reductions pursuant to an
Employee Contribution Agreement of a Member's Annual Earnings, which
amounts are transferred by the Company to the Trustee of the Plan.
- ---------------------
(1) The exclusion of foreign service premiums shall not apply to a Member who
on September 1, 1994 is in a foreign assignment until such time as the
Member leaves the country in which the Member is employed on September 1,
1994 or, if later, completes the assignment in which the Member was engaged
on September 1, 1994.
2
<PAGE>
1.10 "Employee" means any person who is employed by the Company, excluding:
(a) Casual Employees, Project Employees and Leased Employees, as
defined under the Vastar Resources, Inc. Employment Status
Classification Policy;
(b) Employees represented by any collective bargaining agent which has
not negotiated the benefits of this Plan; and
(c) Any division or group of employees which is expressly excluded from
eligibility for the Plan by action of the Board of Directors of Vastar
Resources, Inc. or, in the case of a Subsidiary or Affiliate, action
by the Board of Directors of the Subsidiary or Affiliate by which such
employees are paid.
1.11 "Employee Contribution Agreement" means an agreement entered into between
the Member and the Company, and by which the Member agrees to accept a
reduction in Earnings from the Company equal to any whole (or fractions,
as required by adjustments under Paragraph 3.3, 3.4 or 4.4) percentage,
per payroll period. This reduction may be on a pre-tax or after-tax basis,
as elected by the Member. This agreement shall apply to each payroll
period during the period it is in effect in which the Member receives
Earnings. In consideration of such agreement, the Company will transfer to
the Member's pre-tax Elective Deferral subaccount or to the Member's
after-tax Member Contribution subaccount, as applicable, the amount of the
Elective Deferrals or Member Contributions.
1.12 "ERISA" means the Employee Retirement Income Security Act of 1974.
1.13 "Financed Shares" means shares of Vastar Resources, Inc. Company Common
Stock acquired by the Trustee with the proceeds of an Acquisition Loan.
1.14 "Former Member" means a Member whose membership has terminated pursuant to
Paragraph 2.3 and whose account has not been fully distributed.
1.15 "Highly Compensated Employee", effective July 1, 1997, means:
(a) Any employee who performs service during the determination year and
is described in one or more of the following groups:
(i) An employee who is a five percent owner, as defined in
(S)416(i)(1) of the Code, at any time during the determination
year or the look-back year, as defined below; or
(ii) An employee who receives compensation in excess of $80,000, as
adjusted pursuant to (S)415(d) of the Code during the look-back
year.
3
<PAGE>
(b) For purposes of the definition of Highly Compensated Employee the
following will apply:
(i) The determination year is the Plan Year for which the
determination of who is highly compensated is being made.
(ii) The look-back year is the 12-month period immediately
preceding the determination year; provided, however, that for
the Plan Year beginning March 15, 1999, the look-back year
shall be the calendar beginning January 1, 1999.
(iii) Employers aggregated under (S)414(b), (c), (m), or (o) of the
Code are treated as a single employer.
(iv) Compensation, for purposes of this Paragraph 1.15 means
compensation within the meaning of (S)415(c)(3) of the Code
without regard to (S)125, (S)402(e)(3) and (S)402(h)(1)(B) of
the Code.
(c) A former Employee who has a separation year prior to the determination
year and who was a highly compensated active employee for either (i)
such employee's separation year, or (ii) any determination year ending
on or after the employee's 55th birthday will be a Highly Compensated
Employee. Generally, a separation year is the determination year the
employee separates from service. An employee who separated from
service before January 1, 1987, will be included as a Highly
Compensated Employee only if the Employee was a five percent owner or
received compensation in excess of $50,000 during the year.
1.16 "Hour of Service" means:
(a) Each hour for which an Employee is paid, or entitled to payment, for
the performance of duties for the Company or any Subsidiary or
Affiliate during the computation period in which the duties are
performed.
(b) Each hour for which an Employee is paid, or entitled to payment, by
the Company or any Subsidiary or Affiliate on account of a period of
time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty,
military duty or leave of absence.
(c) Each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Company or any Subsidiary or
Affiliate. Such hours shall be credited to the Employee for the
computation period or periods to which the award or agreement
pertains.
4
<PAGE>
(d) An Employee will be credited with 200 Hours of Service, to the extent
required by Federal law, for each month during which the Employee is
on active duty in the Armed Forces of the United States and for which
the Employee is not paid or entitled to be paid by the Company or any
Subsidiary or Affiliate.
(e) Hours credited for any period under any provision of this Paragraph
1.16 may not also be credited for the same period under any other
provisions of this Plan. Hours shall be credited under Subparagraphs
1.16(a) through (c) pursuant to U.S. Department of Labor Regulations
under 29CFR (S)2530.200b-2, which are incorporated herein by this
reference.
(f) For all purposes under the Plan, an Employee shall be credited with
200 Hours of Service for each calendar month in which the Employee
would otherwise be credited with one or more Hours of Service.
(g) Solely for purposes of determining whether a break in service has
occurred in a computation period, and to the extent it does not
duplicate Hours of Service credited under any other provision of this
Paragraph 1.16, an individual who is absent from work for maternity or
paternity reasons shall receive credit for the Hours of Service which
would otherwise have been credited to such individual but for such
absence, or in any case in which such hours cannot be determined,
eight Hours of Service per day of such absence. For purposes of this
subparagraph, an absence from work for maternity or paternity reasons
means an absence which is (i) by reason of the pregnancy of the
individual; (ii) by reason of a birth of a child of the individual;
(iii) by reason of the placement of a child with the individual in
connection with the adoption of the child by such individual; or (iv)
for purposes of caring for such child for a period beginning
immediately following such birth or placement. The Hours of Service
credited under this subparagraph shall be credited within the
computation period in which the absence begins if the crediting is
necessary to prevent a break in service in that period, or in all
other cases, in the following computation period.
1.17 "Matching Contributions" means the Company contribution pursuant to
Paragraph 4.1 of the Plan.
1.18 "Member" means an Employee who has qualified for membership in accordance
with the requirements of this Plan and whose membership has not terminated
in accordance with Paragraph 2.3 of the Plan.
1.19 "Member's Account" or "Account" means a separate account maintained by
the Trustee for each Member consisting of (a) one subaccount to which is
allocated the Member's Elective Deferrals, as adjusted for earnings and
withdrawals, and realized and unrealized gains and losses attributable
thereto; (b) a second subaccount to which is allocated Member
Contributions as adjusted for earnings and withdrawals,
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and realized and unrealized gains and losses attributable thereto; (c) a
third subaccount to which is allocated the Company's contributions as
adjusted for earnings and withdrawals, and realized and unrealized gains
and losses attributable thereto; and (d) a fourth subaccount to which is
allocated rollovers pursuant to Section 13 as adjusted for earnings and
withdrawals, and realized and unrealized gains and losses attributable
thereto.
1.20 "Member Contributions" means after-tax reductions in the Member's Annual
Earnings pursuant to an Employee Contribution Agreement, which amounts are
transferred by the Company to the Trustee.
1.21 "Plan" or "Plans" means the Vastar Resources, Inc. Capital Accumulation
Plan as set forth herein, and any amendments thereto.
1.22 "Plan Year" means the period commencing on March 15, 1999 and ending on
December 31, 1999. Thereafter, the Plan Year shall be the calendar year.
1.23 "Subsidiary" or "Affiliate" means:
(a) All corporations which are members of a controlled group of
corporations within the meaning of (S)1563(a) of the Code (determined
without regard to (S)1563(a)(4) and (S)1563(e)(3)(c) of such Code) and
of which Vastar Resources, Inc. is then a member.
(b) All trades or businesses, whether or not incorporated, which, under
the regulations prescribed by the Secretary of the Treasury pursuant
to (S)210(d) of ERISA or (S)414(c) of the Code are then under common
control with Vastar Resources, Inc.
Subsidiary or Affiliate shall be determined by substituting "more than 50
percent" or "at least 80 percent" each place it appears in the
aforementioned Code sections.
1.24 "Trust Agreement" means the agreement of trust between the Trustee and
Vastar Resources, Inc. to hold contributions from the Company, Deferrals
and Member Contributions of Members, transfers and rollovers, and
investments thereof and earnings thereon.
1.25 "Trustee" means the persons or corporations, or both, designated by the
Trust Agreement. The duties and responsibilities of the Trustee shall be
those set forth in the Trust Agreement.
1.26 "Valuation Date" means the date or dates established by the Administrator
for the valuation of the assets of the Plan. In no event shall the assets
of the Plan be valued less frequently than once each Plan Year.
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SECTION 2
MEMBERSHIP - ELIGIBILITY
2.1 Membership
(a) Elective Deferrals and Member Contributions - An Employee who is paid
on the United States dollar payroll of the Company may become a Member
and make Elective Deferrals and/or Member Contributions on or after
the Employee's date of employment.
To become a Member, an Employee must enter into an Employee
Contribution Agreement in accordance with Section 3.
(b) Company Contributions - An Employee who is paid on a United States
dollar payroll of the Company shall be eligible for Matching
Contributions with respect to Elective Deferrals on the earlier of (i)
or (ii) below:
(i) Completion of six months of Credited Company Service, or
(ii) The end of any 12-consecutive-month period during which the
Employee completes at least 1,000 Hours of Service. Such 12-
consecutive-month period shall commence on the Employee's date of
employment or any anniversary thereof.
2.2 Notice to Administrator
The Company shall advise the Administrator as to the date an Employee
becomes a Member. In the event that any question arises as to the
eligibility of any Employee, the decision of the Administrator as to such
Employee's eligibility shall be binding upon the Company, the Employees,
the Members, the beneficiaries, and any and all other persons having or
claiming any interest hereunder.
2.3 Membership Termination
(a) An Employee's membership shall terminate upon:
(i) Death, disability, dismissal, retirement or termination of
employment for any other reason;
(ii) Continuation of a Participant's employment with an acquiring
corporation in conjunction with a sale to the acquiring
corporation of substantially all of the assets used by the
Company or any Subsidiary or Affiliate in a trade or business
which such entity conducts; or
(iii) A disposition of the Company's interest in a Subsidiary
or Affiliate when the Participant continues employment with such
Subsidiary or Affiliate.
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(b) A Member may not voluntarily terminate membership in this Plan during
active employment with the Company.
(c) If a Member transfers employment to a Subsidiary or Affiliate of the
Company which is not participating in this Plan, or to an employment
classification excluded from Plan participation, the Member's
eligibility to make Elective Deferrals and Member Contributions, and
to receive Matching or nonelective Contributions shall cease, but the
Member's Account shall not be distributed until the Member has
terminated employment with Vastar Resources, Inc. or all of its
Subsidiaries or Affiliates or is involved in a sale described in
Subparagraph 2.3(a)(ii) or (iii).
2.4 Member Suspension
If an Employee is a Member of a defined contribution plan of the Company
(including the Predecessor Plans), or a Subsidiary or Affiliate, and the
Elective Deferrals to such plan of the Company or Subsidiary or Affiliate
are suspended at the time the Employee becomes eligible for membership in
this Plan, the Elective Deferrals and Employee's Contributions to the Plan
shall commence with the first full pay period beginning on or after the
date on which such period of suspension then in effect under the plan of
the Company, or the Subsidiary or Affiliate, ends.
2.5 Member Transfers
If a Member transfers to employment with a Subsidiary or Affiliate of the
Company, which maintains a capital accumulation plan, the Member's Account
shall be transferred to the capital accumulation plan of the Subsidiary or
Affiliate in accordance with procedure established by the Administrator.
2.6 Capital Accumulation Plan Assets
(a) Upon the transfer of employment from the Atlantic Richfield Company of
an Employee eligible to participate in the Plan, any assets maintained
under the Atlantic Richfield Capital Accumulation Plan on behalf of
such Employee will be transferred to the Plan in the same investment
alternatives held as of the transfer date, and such transferred assets
will be subject to the reinvestment provisions under Paragraph 6.4,
except as provided herein:
(i) Any Atlantic Richfield Company Common Stock attributable to the
Member Deferrals, Member Contributions and Rollover Contributions
under the non-ESOP Part of the Atlantic Richfield Capital
Accumulation Plan, transferred on behalf of a Member to the
Member Account described in Paragraph 1.19(a), 1.19(b) and
1.19(d) of the
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Plan, will remain so invested, with future dividends being
reinvested in such stock, absent the Member's direction to
reinvest such assets pursuant to Paragraph 6.4 of the Plan;
provided, however, that any assets converted from Atlantic
Richfield Company Common Stock to another investment alternative
under the Plan may not be reinvested in Atlantic Richfield
Company Common Stock.
(ii) Any Atlantic Richfield Company Common Stock attributable to the
Member Deferrals, Member Contributions and Rollover Contributions
under the ESOP Part of the Atlantic Richfield Capital
Accumulation Plan, transferred on behalf of a Member to the
Member Account described in Paragraph 1.19(a), 1.19(b) and
1.19(d) of the Plan, will remain so invested, with future
dividends being distributed as described in Subparagraph 6.10(a)
of the Plan, absent the Member's direction to reinvest such
assets pursuant to Paragraph 6.4 of the Plan. Any assets
converted from Atlantic Richfield Company Common Stock to another
investment alternative under the Plan may not be reinvested in
Atlantic Richfield Company Common Stock.
(iii) Any Atlantic Richfield Company Common Stock attributable to the
Company Contributions under the ESOP Part of the Atlantic
Richfield Capital Accumulation Plan, transferred on behalf of a
Member to the Member Account described in Paragraph 1.19(c) of
the Plan, will remain so invested with future dividends being
distributed as described in Subparagraph 6.10(a) of the Plan,
unless the Member elects to convert such assets to the Vastar
Resources, Inc. Common Stock. Any assets in the Member Account
described in Paragraph 1.19(c) may only be converted to Vastar
Resources, Inc. Common Stock in accordance to Paragraph 6.3, and
may not be reinvested in Atlantic Richfield Company Common Stock.
(b) Effective March 15, 1999, shares of Atlantic Richfield Company
Common Stock held in the ESOP Part of the Plan may no longer be
converted to shares held under the non-ESOP Part of the Plan, and such
non-ESOP shares may no longer be converted to shares held under the
ESOP Part of the Plan.
(c) Common Stock of a Subsidiary or Affiliate held by the Plan shall be
subject to the sale and voting provisions of Section 6.
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SECTION 3
MEMBERS' ELECTIVE DEFERRALS
3.1 Members' Elections
(a) Each Member who is an Employee may enter into an Employee Contribution
Agreement with the Company providing for withholding of Elective
Deferrals and/or Member Contributions from each of the Member's
regular paychecks at a rate of one percent to 27 percent of the
Member's Earnings, in whole percentages. An Employee Contribution
Agreement shall remain in effect until changed by the Member, except
as otherwise set forth in this Section 3.
(b) A Member's election shall be made in the manner prescribed by the
Administrator and shall include such information as the Administrator
may require. A Member may change the Member's election with respect
to the Member's rate of future contributions at any time by giving
notice in such manner as is prescribed by the Administrator. Such
changes shall be effective as soon as administratively feasible after
the date of receipt of such notice by the Administrator, or its
delegate.
(c) The Company may limit or reduce its Employee Contribution Agreement
with any Member at any time, on a nondiscriminatory basis, to the
extent necessary to ensure compliance with the limitations of
Paragraph 3.3, 3.4, 4.4 or 4.7.
(d) A Member's Elective Deferrals and Member Contributions will be
suspended as follows:
(i) Upon the Member's transfer, other than on an approved leave of
absence, to employment with:
(1) A Subsidiary or Affiliate which is not participating in the
Plan; or
(2) Vastar Resources, Inc. or any of its Subsidiaries or
Affiliates in such foreign countries as the Company shall
designate; the Member's Elective Deferrals and/or Member
Contributions shall automatically be suspended while the
Member remains in such employment.
(ii) Upon the Member's transfer to an employee group of the Company
that is not participating in the Plan.
(iii) As described in Section 7.
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3.2 Contribution of Elective Deferrals and Member Contributions
The Company shall pay to the Trustee on behalf of each Member the Elective
Deferrals and Member Contributions elected by the Member. A Member's
Elective Deferrals and Member Contributions shall be paid to the Trustee
the earlier of the date such Elective Deferrals and Member Contributions
can reasonably be segregated from the Company's general assets or the 15th
day of the month following the month in which the Elective Deferrals and
Member Contributions would have been paid to the Member. Elective
Deferrals and Member Contributions may be paid to the Trustee in the
following forms:
(a) To the extent that a Member has directed pursuant to the Plan that his
or her Elective Deferrals and/or Member Contributions be invested in
an option other than Vastar Resources, Inc. Common Stock, such
Elective Deferrals and/or Member Contributions shall be paid to the
Trustee in cash;
(b) To the extent that a Member has directed pursuant to the Plan that his
or her Elective Deferrals and/or Member Contributions be invested in
Vastar Resources, Inc. Company Common Stock under the Non-ESOP Part of
the Plan, such Elective Deferrals and/or Member Contributions may be
paid to the Trustee in cash, in shares of Vastar Resources, Inc.
Common Stock, or in any combination thereof; and
(c) To the extent that a Member has directed pursuant to the Plan that his
or her Elective Deferrals and/or Member Contributions be invested in
Vastar Resources, Inc. Common Stock under the ESOP Part of the Plan,
such Elective Deferrals and/or Member Contributions may be paid to the
Trustee in cash, in shares of Vastar Resources, Inc. Common Stock, in
the form of forgiveness of indebtedness on an Acquisition Loan from
the Company to the Plan, or in any combination thereof.
3.3 Annual Dollar Limitation
(a) A Member's Elective Deferrals for a calendar year, when considered
together with the amount of salary reduction elected by the Member
under any other plan meeting the requirement of (S)401(k) of the Code,
may not exceed $10,000, as adjusted pursuant to Code (S)415(d).
(b) Once a Member's Elective Deferrals reach the limitation described in
Subparagraph 3.3(a), all subsequent deferrals will be suspended for
the remainder of the calendar year. Elective Deferrals will
automatically resume on the following January 1. Unless the Member
elects to change the Elective Deferral percent according to Paragraph
3.1, Elective Deferrals will resume at the rate in effect on the
suspension date.
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(c) If a Member notifies the Administrator on or before March 31 after the
close of a calendar year that the Member's total Elective Deferrals
(within the meaning of (S)402(g)(3) of the Code) for such calendar
year exceed the limitation of Subparagraph 3.3(a), the Administrator
shall direct that such excess Elective Deferrals, plus any income and
minus any loss allocable thereto for the calendar year, be distributed
no later than the April 15 following notification to the
Administrator. A Member is deemed to notify the Administrator of
Elective Deferrals in excess of the limitation in Subparagraph 3.3(a)
that arise by taking into account those Elective Deferrals made to the
Plan or to any other Plan of the Company or a Subsidiary or Affiliate.
(d) For purposes of Subparagraph 3.3(c), gain or loss allocable to excess
Elective Deferrals shall be computed under the method used by the Plan
to allocate gains and losses.
3.4 Actual Deferral Percentage Tests
The Plan shall comply with the requirements of (S)401(k)(3) of the Code,
the regulations thereunder, including Treas. Reg. 1.401(k)-1(b) and
Internal Revenue Service guidance in this regard, which provisions are
incorporated herein by this reference. To the extent permitted by
regulations, Matching Contributions described in Paragraph 4.1 and
nonelective contributions described in Paragraph 4.8 may, at the
discretion of the Administrator, be deemed Elective Deferrals for purposes
of this Paragraph 3.4. Effective July 1, 1997, in determining whether the
Plan satisfies the requirements of (S)401(k)(3) of the Code, the Plan
shall use the prior-year testing method.
3.5 Distribution of Excess Contributions
(a) If the average actual deferral percentage test of Paragraph 3.4 is not
satisfied for a Plan Year, then the Excess Contributions, as defined
below, and gain or loss allocable thereto, shall be distributed, to
the extent required under Treasury regulations, no later than the last
day of the Plan Year following the Plan Year for which the Excess
Contributions were made.
(b) Effective July 1, 1997, for purposes of this paragraph, Excess
Contributions shall consist of the excess of the aggregate amount of
Elective Deferrals made by or on behalf of the affected Highly
Compensated Employees over the maximum amount of all such
contributions permitted under the test of Paragraph 3.4. In reducing
the excess contributions hereunder, the reduction shall be first
applied to the Highly Compensated Employee with the highest percentage
under Paragraph 3.4. If reductions are further required to comply
with Paragraph 3.4, such reductions shall be applied to the Highly
Compensated Employee with the next highest percentage, and so forth
until the nondiscrimination test of Paragraph 3.4 is satisfied. The
aggregate amount of reductions determined in the preceding sentence
shall be
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distributed, together with gain or loss allocable thereto, to the
Highly Compensated Employees with the highest dollar amount of
Elective Deferrals. The Elective Deferrals of the Highly Compensated
Employee with the highest dollar amount of Elective Deferrals are
reduced by the amount required to cause such Highly Compensated
Employee's Elective Deferrals to equal the Elective Deferral amount of
the Highly Compensated Employee with the next highest dollar amount of
Elective Deferrals. If the total amount distributed to the Highly
Compensated Employee is less than the total Excess Contribution, this
process shall be repeated until the total Excess Contributions are
distributed.
(c) The gain or loss allocable to Excess Contributions shall be determined
by multiplying the gain or loss allocable to the Member's Elective
Deferrals for the Plan Year by a fraction, the numerator of which is
the Excess Contributions made on behalf of the Member for the Plan
Year, and the denominator of which is the sum of the Member's Account
balances attributable to the Member's Elective Deferrals amounts on
the last day of the Plan Year.
3.6 Make-Up Elective Deferrals and Member Contributions
Notwithstanding any provision of the Plan to the contrary, Elective
Deferrals and Member Contributions with respect to qualified military
service may be made in accordance with (S)414(u) of the Code.
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SECTION 4
COMPANY CONTRIBUTION
4.1 Matching Contribution
Subject to the provisions of Paragraphs 4.3 and 4.4, for each pay period,
the Company shall pay to the Trustee a contribution on behalf of each
Member equal to 160 percent of the Member's Elective Deferrals, including
Elective Deferrals under Paragraph 3.6, for the pay period which do not
exceed five percent of the Member's Earnings for the pay period. This
contribution shall be made no later than 30 days following the date on
which the related Member Deferrals are made, or as soon as administratively
practicable, if later, and except for Members who have attained age 55,
shall be made under the ESOP Part of the Plan.
4.2 Form of Contribution
Matching Contributions may be made in the form of cash, shares of Vastar
Resources, Inc. Common Stock, forgiveness of indebtedness on an Acquisition
Loan from the Company to the Plan, or any combination of the foregoing.
4.3 Members Excluded From Contribution
The Matching Contribution shall not be made on behalf of a Member described
in one or more of the following subparagraphs:
(a) A Member who is an officer of Vastar Resources, Inc.; or
(b) A Member whose base salary is more than $150,000 on an annualized
basis.
4.4 Actual Contribution Percentage Test
With respect to Member Contributions and Matching Contributions, the Plan
shall comply with the requirements of (S)401(m)(2) of the Code, the
regulations thereunder, including Treas. Reg. (S)1.401(m)-1(b) and Internal
Revenue Service guidance in this regard, which provisions are incorporated
herein by this reference. To the extent permitted by regulations, Elective
Deferrals described in Paragraph 3.1 and nonelective contributions
described in Paragraph 4.8 may, at the discretion of the Administrator, be
taken into account in satisfying the requirements of this Paragraph 4.4.
Effective July 1, 1997, in determining whether the Plan satisfies the
requirements of Section 401(m)(2) of the Code, the Plan shall use the
prior-year testing method.
4.5 Distribution of Excess Aggregate Contributions
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(a) If the nondiscrimination tests of Paragraph 4.4 are not satisfied for
a Plan Year, then the Excess Aggregate Contributions, as defined
below, and any gain or loss allocable thereto, shall be distributed to
the Member on whose behalf the Excess Aggregate Contributions were
made no later than the last day of the Plan Year following the Plan
Year for which such Excess Aggregate Contributions were made. Member
Contributions shall be distributed before Matching Contributions.
Notwithstanding the foregoing, to the extent otherwise required to
comply with the requirements of (S)401(a)(4) of the Code and
regulations thereunder, vested Matching Contributions may be
forfeited.
(b) Effective July 1, 1997, for purposes of this paragraph, Excess
Aggregate Contributions shall consist of the excess of the amount of
Member Contributions, Matching Contributions, and Elective Deferrals
(to the extent not used to satisfy the average actual deferral
percentage test of Section 3.4) made on behalf of the affected Highly
Compensated Employees over the maximum amount of all such
contributions permitted under the nondiscrimination tests under
Paragraph 4.4. In reducing the Excess Aggregate Contributions
hereunder, the reduction shall be first applied to the Highly
Compensated Employee with the highest percentage under Paragraph 4.4.
If reductions are further required to comply with Paragraph 4.4, such
reductions shall be applied to the Highly Compensated Employee with
the next highest percentage, and so forth until the nondiscrimination
tests of Paragraph 4.4 are satisfied. The aggregate amount of
reductions determined in the preceding sentence shall be distributed
together with gain or loss allocable thereto, to the Highly
Compensated Employees with the highest dollar amount of Member
Contributions and Matching Contributions. The Member Contributions
and Matching Contributions of the Highly Compensated Employee with the
highest dollar amount of such contributions are reduced by the amount
required to cause such Highly Compensated Employee's Member
Contributions and Matching Contributions to equal the Member
Contributions and Matching Contributions of the Highly Compensated
Employee with the next highest dollar amount of such contributions.
If the total amount distributed to the Highly Compensated Employee is
less than the total Excess Aggregate Contribution, this process shall
be repeated until the total Excess Aggregate Contributions are
distributed.
(c) The gain or loss allocable to Excess Aggregate Contributions shall be
determined by multiplying the gain or loss allocable to such
contributions by a fraction, the numerator of which is the Excess
Aggregate Contributions on behalf of the Member for the Plan Year, and
the denominator of which is the sum of the Member's Account balances
attributable to Excess Aggregate Contributions on the last day of the
Plan Year.
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4.6 Limitation On The Multiple Use Alternative
(a) The sum of the average actual deferral percentage of Highly
Compensated Employees under Paragraph 3.4 and the average contribution
percentage of Highly Compensated Employees under Paragraph 4.4 shall
not exceed the "aggregate limit", as defined in (S)401(m)(9) of the
Code and the regulations thereunder.
(b) If the aggregate limit is exceeded, the average contributions
percentage of the Highly Compensated Employees shall be reduced in
accordance with the provisions of Paragraph 4.5. In lieu of reducing
the average contribution percentage, the Administrator may reduce the
average actual deferral percentage of the Highly Compensated Employees
in accordance with the provisions of Paragraph 3.4. The reductions
under this paragraph shall be made only to the extent necessary to
comply with the restrictions on the multiple use of the alternative
limitation within the meaning of Code (S)401(m)(9).
4.7 Section 415 Limitations
(a) In addition to other limitations set forth in the Plan and
notwithstanding any other provisions of the Plan, "annual additions"
made to this Plan (and all other defined contribution plans required
to be aggregated with the Plan under the provisions of (S)415 of the
Code) shall not exceed an amount in excess of the limit set forth in
such section of the Code. For purposes of calculating such limit
under (S)415 of the Code, the "limitation year" shall be the calendar
year. Elective Deferrals, Member Contributions and Matching
Contributions in excess of the actual deferral and contribution
percent tests of Sections 3.4 and 4.4 are considered annual additions
even if corrected through distribution.
(b) If the limitations described in (S)415(c) of the Code are exceeded for
a Member for a limitation year, the excess will be eliminated as
follows:
(i) Provisions of any other defined contribution plans established by
the Company or a Subsidiary or Affiliate which have caused the
limits to be exceeded will be applied; provided, however, that if
such other Plan is described in (S)401(k) of the Code, the
provisions of the Plan in which the Member is active as of the
last day of the limitation year shall be applied before the
provisions of the Plan in which the Member is inactive.
(ii) Amounts attributable to after-tax contributions made by the
Member to the Plan (or any other plan maintained by the Company
or any Subsidiary or Affiliate) shall be paid to the Member.
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(iii) Amounts attributable to Elective Deferrals made by a Member to
the Plan (or any other plan maintained by the Company or a
Subsidiary or Affiliate) shall be paid to the Member.
(iv) The excess, if any, will be held unallocated in a suspense
account. The suspense account will be applied to reduce
contributions for remaining Members in the limitation year, and
each succeeding limitation year, if necessary. If a suspense
account is in existence at any time during the limitation year
pursuant to this subparagraph, it will not participate in the
allocation of the investment gains and losses.
(c) Prior to January 1, 2000, if the limitations described in (S)415(e) of
the Code are exceeded for a Member for a limitation year, the excess
will be eliminated by applying the provisions of the defined benefit
plan in which the Member participates.
4.8 Nonelective Contributions
(a) The Company, in its sole discretion, may make a nonelective
contribution to the Accounts of certain Members who are not highly
compensated to the extent necessary to satisfy the requirement of
Paragraph 3.4 and/or 4.4 of the Plan, or to assist the Plan or any
other plan of the Company or any Subsidiary or Affiliate to satisfy
the requirements of (S)410(b) of the Code.
(b) A contribution under Subparagraph 4.8(a) shall be allocated to
eligible Members in the ratio that the Earnings of each such Member
for the Plan Year bears to the total Earnings of all such Member's for
the Plan Year.
(c) The Company shall make contributions necessary to reinstate Members'
Accounts pursuant to Paragraph 10.8 of the Plan.
(d) The Company may make contributions necessary to correct administrative
errors relative to a Member's Account.
4.9 Exclusive Benefit
The corpus or income of the trust may not be divested to or used for other
than the exclusive benefit of the Members and their beneficiaries and to
defray reasonable expenses of administering the Plan.
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SECTION 5
FINANCED SHARES
5.1 Acquisition Loans
Vastar Resources, Inc. by action of its Treasurer, may direct the Trustee
to incur Acquisition Loans from time to time to finance the acquisition of
Vastar Resources, Inc. Common Stock (Financed Shares) under the ESOP Part
of the Plan or to repay a prior Acquisition Loan. For this purpose, an
installment obligation incurred in connection with the purchase of Vastar
Resources, Inc. Common Stock shall be treated as an Acquisition Loan.
An Acquisition Loan shall be for a specific term, shall bear a reasonable
rate of interest, and shall not be payable on demand except in the event of
default. An Acquisition Loan may be secured by a pledge of the Financed
Shares so acquired (or acquired with the proceeds of a prior Acquisition
Loan which is being refinanced). No other assets of the Plan may be pledged
as collateral for an Acquisition Loan, and no lender shall have recourse
against assets of the Plan other than Financed Shares remaining subject to
pledge. If the lender is a "party in interest" (as defined in (S)3(14) of
ERISA), the Acquisition Loan must provide that in the event of default,
assets of the Plan may be transferred to the lender only upon, and to the
extent of, the failure of the Plan to meet the payment schedule of the
Acquisition Loan. Any pledge of Financed Shares must provide for the
release of the shares so pledged as payments on the Acquisition Loan are
made by the Trustee and such Financed Shares are allocated to Members'
Accounts under Paragraph 5.2.
Payments of principal and/or interest on any Acquisition Loan shall be made
by the Trustee, as directed by the Company, only from: (a) Company
Contributions paid in cash to enable the Plan to make payments on such
Acquisition Loan (including Elective Deferrals and Member Contributions, to
the extent that Members have directed pursuant to the Plan that such
Elective Deferrals and/or Member Contributions be invested in shares of
Vastar Resources, Inc. Common Stock under the ESOP Part of the Plan) and
earnings attributable thereto; (b) the proceeds of any Acquisition Loan and
the earnings attributable thereto; and (c) any cash dividends received by
the Plan on the Financed Shares purchased with the proceeds of such
Acquisition Loan. The payments made with respect to an Acquisition Loan for
a Plan Year must not exceed the sum of such Matching Contributions,
Elective Deferrals, Member Contributions, proceeds, earnings, and dividends
for that Plan Year and prior Plan Years, as reduced by the amount applied
to make such payments in prior Plan Years. As directed by Vastar Resources,
Inc. Company, the Trustee also may sell any Financed Shares that have not
yet been allocated to Members' Accounts and use the proceeds from such sale
to pay principal and/or interest on the Acquisition Loan used to acquire
such shares.
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5.2 Payments on Acquisition Loan
The acquisition of Vastar Resources, Inc. Common Stock with the proceeds of
an Acquisition Loan may be made on the open-market, or from the Company, in
a single purchase or a series of purchases over a period of time. Prior to
use for such purchase or purchases, the Acquisition Loan proceeds may be
invested by the Trustee (as directed by Vastar Resources, Inc.) in
interest-bearing accounts or instruments. Interest derived therefrom shall
be applied to make payments on the Acquisition Loan, or, if the Acquisition
Loan has been repaid in full, shall be allocated as of the last day of the
Plan Year among the Accounts of all Members who have not terminated
membership pursuant to Paragraph 2.3 as of such date in proportion to their
Earnings for the Plan Year.
All Financed Shares acquired by the Plan shall initially be credited to a
loan suspense account, and will be allocated to the Members' Accounts only
as payments on the Acquisition Loan are made. Release from the loan
suspense account for allocation to Members' Accounts in each Plan Year
shall be based on shares of stock or other non-monetary units, rather than
by dollar amount, and shall not be less than the number calculated as
follows:
(a) The number of Financed Shares held in the loan suspense account
immediately before the release in the current Plan Year shall be
multiplied by a fraction, the numerator of which is the amount of
principal and interest paid on the Acquisition Loan for that Plan
Year, and the denominator of which is the sum of the numerator plus
the total payments of principal and interest on that Acquisition Loan
projected to be paid for all future Plan Years. For this purpose, the
interest to be paid in future Plan Years is computed by using the
interest rate in effect as of the last day of the current Plan Year.
(b) In lieu of the method described in Subparagraph 5.2(a), the Company
may elect (as to each Acquisition Loan) or the provisions of the
Acquisition Loan may provide for the release of Financed Shares from
the loan suspense account based solely on the ratio that the payments
of principal for each Plan Year bear to the total principal amount of
the Acquisition Loan. This method may be used only if: (i) the
Acquisition Loan provides for annual payments of principal and
interest at a cumulative rate that is not less rapid at any time than
level annual payments of such amounts for ten years; (ii) interest
included in any payment on the Acquisition Loan is disregarded only to
the extent that it would be determined to be interest under standard
loan amortization tables; and (iii) the entire duration of the
Acquisition Loan repayment period does not exceed ten years, even in
the event of a renewal, extension, or refinancing of the Acquisition
Loan.
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As of each date that payments (other than payments with the proceeds
of a new Acquisition Loan) are made on an Acquisition Loan, the
Financed Shares released from the loan suspense account shall be
allocated to Members' Accounts in proportion to the amounts debited
from each Member's Account to make the Acquisition Loan payments.
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SECTION 6
INVESTMENT OF MEMBERS' AND FORMER MEMBERS' ACCOUNTS
6.1 Members' and Former Members' Accounts
The Administrator shall establish and maintain an Account in the name of
each Member and Former Member. Separate records shall be maintained with
respect to the portion of a Member's or Former Member's Account
attributable to Elective Deferrals, Member Contributions, rollovers under
Section 13, Matching Contributions, and earnings thereon.
6.2 Investment of Elective Deferrals, Member Contribution, Rollovers and
Certain Matching Contributions
(a) In accordance with procedures established by the Administrator, the
following amounts shall be invested by the Trustee among the
investment alternatives authorized by the Administrator in the
proportion indicated by the Member or Former Member in his or her
investment directions provided to the Administrator, or its delegate:
(i) Elective Deferrals;
(ii) Member Contributions;
(iii) Rollovers;
(iv) Matching Contributions pursuant to Subparagraph 6.3(b); and
(v) Matching Contributions to the Atlantic Richfield Savings Plans
II and III made prior to July 1, 1988.
(b) Notwithstanding anything in the Plan to the contrary, the Trustee may
limit the daily volume of purchases or sales of Vastar Resources, Inc.
Common Stock to the extent it believes such action to be in the best
interest of Members or Former Members.
6.3 Investment of Company Contributions
(a) Except as provided in Subparagraph 6.3(b), all Matching Contributions
and nonelective contributions pursuant to Subparagraph 4.8(a), and any
amounts of interest attributable to the proceeds of an Acquisition
Loan allocated to Members' or Former Members' Accounts pursuant to
Paragraph 5.2 after the Acquisition Loan has been repaid in full,
shall at all times be invested in Vastar Resources, Inc. Common Stock
under the ESOP Part of the Plan. Contributions under Paragraph 4.1
made in cash shall be applied to purchase shares of Vastar Resources,
Inc. Common Stock or to make payments on an Acquisition Loan within a
reasonable time after being paid to the Trustee or after being
allocated to Members' or Former Members' Accounts.
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(b) A Member or Former Member who has attained age 55 may invest Company
Contributions in any of the investment alternatives as set forth in
Paragraph 6.2.
6.4 Member or Former Member Direction Of Investments
In accordance with procedures established by the Administrator, each Member
or Former Member may direct how his or her Account is to be invested among
the available investment funds. In the event a Member or Former Member
fails to make an investment election, with respect to all or any portion of
his or her Account, the Trustee shall invest all or such portion of his or
her Account in the investment fund to be designated by the Administrator.
Under procedures established by the Administrator, a Member or Former
Member may change his or her investment election, with respect to future
contributions and amounts previously accumulated in the Member's or Former
Member's Account. Any such change in a Member's or Former Member's
investment election shall be effective at such time as may be prescribed by
the Administrator.
6.5 Allocation of Investment Experience
As of each Valuation Date, the investment funds of the Trust, other than
shares of Company Common Stock, shall be valued at fair market value, and
the income, loss, appreciation and deprecation (realized and unrealized),
and any paid expenses of the Trust attributable to such fund shall be
apportioned among Member's or Former Member's Accounts within the fund
based upon the value of each Account within the fund as of the preceding
Valuation Date.
6.6 Manner and Time of Debiting Distributions
For any Member or Former Member who is entitled to receive a distribution
from his or her Account, the amount distributed shall be based upon the
fair market value of the Member's or Former Member's Account as of the
Valuation Date immediately preceding the distribution.
6.7 Title of Investments
All investments will be held in the name of the Trustee or its nominees.
6.8 Voting of Investments
Except as provided in Paragraph 6.9, the Trustee in accordance with the
Trust Agreement, shall exercise all voting and other rights associated with
any investments held in the Plan.
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6.9 Voting of Vastar Resources, Inc. Common Stock
(a) The Trustee shall vote whole shares of Vastar Resources, Inc. Common
Stock credited to each Member's or Former Member's Account in
accordance with such Members' or Former Members' written instructions.
Fractional shares of Vastar Resources, Inc. Common Stock shall be
aggregated into whole shares of stock and voted by the Trustee, to the
nearest whole vote, in the same proportion as shares are to be voted
by the Trustee pursuant to Members' or Former Members' written
instructions. In the absence of voting instructions by one or more
Members or Former Members, the Trustee shall vote uninstructed shares,
to the nearest whole vote, in the same proportion as shares are to be
voted by the Trustee pursuant to Members' or Former Members' written
instructions. The Trustee shall vote unallocated shares, to the
nearest whole vote, in the same proportion as allocated shares are to
be voted by the Trustee pursuant to Members' or Former Members'
written instructions.
(b) The Trustee shall exercise rights other than voting rights
attributable to whole shares of Vastar Resources, Inc. Common Stock
credited to each Member's or Former Member's Account in accordance
with such Members' or Former Members' written instructions. Rights
attributable to fractional shares of Company Common Stock (which for
this purpose shall be aggregated into whole shares of stock) shall be
exercised by the Trustee in the same proportion as rights which are
exercised by the Trustee pursuant to Members' or Former Members'
written instructions. In the absence of instructions by one or more
Members or Former Members, the Trustee shall exercise uninstructed
rights in the same proportion as rights which are to be exercised by
the Trustee pursuant to Members' or Former Members' written
instructions. The Trustee shall exercise rights attributable to
unallocated shares in the same proportion as rights attributable to
allocated shares which are to be exercised by the Trustee pursuant to
Members' or Former Members' written instructions. Notwithstanding the
foregoing, in the absence of directions, the Trustee shall not tender
shares of Common Stock in the same proportion as shares are tendered
pursuant to Member's or Former Member's written instructions.
(c) The Trustee shall notify the Members or Former Members of each
occasion for the exercise of voting rights and rights other than
voting rights within a reasonable time before such rights are to be
exercised. This notification shall include all the information that
the Company distributes to shareholders regarding the exercise of such
rights.
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6.10 Allocation of Dividends on Vastar Resources, Inc. Common Stock
(a) To the extend authorized by the Administrator, any cash dividends
declared on Vastar Resources, Inc. Common Stock held in a Member's or
Former Member's Account under the ESOP Part of the Plan as of the
record date for the dividend shall be paid in cash to the Member or
Former Member (or, in the event of death, to the Member's or Former
Member's beneficiary) on, or as soon as possible following, the
payment date for the dividend.
(b) Any cash dividends declared on Vastar Resources, Inc. Common Stock
held in a loan suspense account as of the record date for the dividend
shall be used to make payments on the Acquisition Loan used to acquire
the shares of stock held in such account.
(c) Except as provided in Subparagraphs 6.10(a) and (b), all dividends or
other distributions attributable to shares of Vastar Resources, Inc.
Common Stock shall be allocated to the Account of the Member or Former
Member whose Account is credited with such shares.
6.11 Investment Advisory Fees
The investment advisory fees, if any, incurred for management of any of
the investment funds are charged to each respective fund.
6.12 Member or Former Member Protection
No shares of Vastar Resources, Inc. Common Stock held by the ESOP Part of
the Plan may be subject to a put, call or other option, or buy/sell or
similar arrangement. The provisions of this Paragraph 6.12 shall continue
to be applicable to the shares of Vastar Resources, Inc. Common Stock held
by the ESOP Part of the Plan even if such part ceases to be an Employee
Stock Ownership Plan under (S)4945(e)(7) of the Code.
6.13 Confidentiality
The Capital Accumulation Plan Administrative Committee shall be
responsible for ensuring the adequacy of procedures established by the
Administrator to safeguard the confidentiality of information relating to
the purchasing, holding and selling of Vastar Resources, Inc. Common Stock
and any voting, tender or similar rights relating to such stock.
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SECTION 7
WITHDRAWALS DURING EMPLOYMENT
7.1 Age 59 1/2 Withdrawal
A Member who has attained age 59 1/2 may request that all or a portion of
the Member's Account be paid to the Member. The request must be made at
such time and in such manner as prescribed by the Administrator.
7.2 Application and Basis for Hardship Withdrawal
(a) A Member may at any time request that the Member's Elective Deferrals
(but not the earnings thereon) be paid to the Member due to financial
hardship. The request must be made to the Administrator at such time
and in such manner as prescribed by the Administrator and shall
include such documentation and/or written explanation requested by the
Administrator.
(b) The Administrator shall authorize a withdrawal on account of financial
hardship only upon making a written determination that the withdrawal
does not exceed the amount of the immediate and heavy financial need
of the Member, including amounts withheld for taxes and the amount of
any early distribution taxes, if any, and that the withdrawal is based
on the need for funds under one or more of the five following
circumstances:
(i) The payment of unreimbursable medical expenses described in
(S)29(d) of the Code previously incurred by the Member, the
Member's spouse, or any dependents of the Member (as defined in
(S)152 of the Code) or necessary for these persons to obtain
medical care;
(ii) The payment of all or a portion of the purchase price
(excluding mortgage payments) of a principal residence of the
Member;
(iii) The payment of tuition and related educational expenses for the
next 12 months of post-secondary education for the Member, his
or her spouse, children or dependents, as defined in Code
(S)152;
(iv) The need to prevent the eviction of the Member from his or her
principal residence or foreclosure on the mortgage of the
Member's principal residence; and
(v) The need to satisfy a judgment of a federal, state or local
court against the Member (such withdrawal will be permitted
only if a written determination is made that such withdrawal is
necessary in light of immediate and heavy financial need of the
Member).
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(c) Hardship withdrawals shall be paid as follows:
(i) A hardship withdrawal shall be paid in a single payment to the
Member within 60 days following the Administrator's favorable
determination.
(ii) A hardship withdrawal shall not cause a termination of
Membership in the Plan.
(d) As a condition to receiving the withdrawal:
(i) The Member must have obtained all distributions and all
nontaxable loans available as of the date of the withdrawal
under this Plan and any other employee benefit plan maintained
by the Company and any Subsidiary or Affiliate;
(ii) The Member's contributions to the Plan and any other defined
contribution or defined benefit employee pension benefit plan
maintained by the Company and any Subsidiary or Affiliate are to
be suspended for 12 months; and Elective Deferrals shall be
suspended for the remainder of the calendar year in which the
hardship distribution occurs and the calendar year immediately
following such calendar year.
7.3 Partial Withdrawals of Member Contributions
(a) An application for partial withdrawal of funds attributable to Member
Contributions must be in the form prescribed by the Administrator.
Distribution will be made as soon as practicable after the date the
application is received by the Administrator.
(b) A Member may make the following partial withdrawals during employment
with the Company; provided, that (i) partial withdrawals under this
Paragraph 7.3 are made at not less than six-month intervals, and (ii)
Member Contributions made prior to January 1, 1987, must be withdrawn
prior to withdrawal of any other contributions and earnings:
(i) Items in the Member's Account derived from Member Contributions,
and earnings thereon (Member Contributions made prior to January
1, 1987 must be withdrawn first); and
(ii) Items in the Member's Account derived from Company Contributions
to the Atlantic Richfield Savings Plan II or III made prior to
July 1, 1988, and earnings thereon.
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SECTION 8
PAYMENTS ON TERMINATION OF MEMBERSHIP OR OTHER REASONS
8.1 Termination of Membership
(a) If a Member's membership in the Plan is terminated due to disability,
termination of employment for any other reason except death, or as the
result of a sale described in Subparagraphs 2.3(a)(ii) or (iii), the
Member may receive all items in the Member's Account. Each Member
shall be fully vested at all times in all items in the Member's
Account, whether the same be derived from Elective Deferrals, Member
Contributions, Company Contributions or rollovers, and earnings
thereon.
(b) Upon the election of the Member who has terminated membership, all
items in such Member's Account shall be distributed to the Member.
With respect to a Former Member who does not request a distribution:
(i) Notwithstanding anything to the contrary in this Paragraph 8.1,
a Former Member's Account shall be distributed in accordance
with the provisions of Paragraph 8.7;
(ii) In the case of the Former Member's death prior to final
distribution, the Former Member's Account shall be distributed
in accordance with Paragraph 8.2 of the Plan; and
(iii) Except as provided in Paragraph 9.1, no loans or hardship
withdrawals may be taken following termination of membership or
disability.
(c) Notwithstanding anything to the contrary in this Paragraph 8.1, all
items in the Account of a Member who has terminated membership, and
whose Account balance is $5,000 or less on the date of determination,
shall be distributed as soon as administratively practicable following
the Member's termination of membership, unless the Member elects an
earlier distribution date.
(d) Notwithstanding anything in the Plan to the contrary, when a Former
Member elects to receive all items in the Former Member's Account and,
in conjunction therewith, directs that items in his or her Account be
converted pursuant to Paragraph 6.4, the conversion shall be
transacted on the later of the first transaction date under the Plan
following the Administrator's receipt of a request for distribution,
or the date of termination. Distribution under this Paragraph 8.1
shall be made in accordance with the requirements of 409(h) of the
Code in the form of cash, Company stock or a combination thereof, as
elected by the Member. If the Member does not make an election
hereunder, Company stock will be distributed in kind and all other
investment alternative shall be converted to cash.
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(e) Under procedures established by the Administrator, distributions under
this Paragraph 8.1 may be made under any of the following forms of
payment, or any combination thereof:
(i) Lump sum distribution;
(ii) Installment payments, not to exceed 20 years if a specific
period is requested; or
(iii) Partial withdrawals.
8.2 Death
(a) If a Member or Former Member dies and it is established to the Plan's
satisfaction that the consent required under Subparagraph 8.2(c),
either has been obtained or was not obtainable, all items in the
Member's or former Member's Account shall be paid to the beneficiary
or beneficiaries most recently designated by the Member or Former
Member in such manner as prescribed by the Administrator. If no such
designation shall have been made, or if all designated beneficiaries
should die before the Member or former Member, payment shall be made
to the Member's or former Member's estate.
(b) Except as provided in Subparagraph 8.2(c), if a Member or former
Member is survived by a spouse, all items in the Member's or former
Member's Account shall be paid to the Member's spouse.
(c) If a Member or former Member is survived by a spouse, all items in a
Member's or former Member's Account shall be paid to the beneficiary
or beneficiaries most recently designated by the Member or former
Member in such manner as prescribed by the Administrator; provided,
(i) the surviving spouse of the Member or former Member has
irrevocably consented in writing to the designation of the specific
beneficiary or beneficiaries, which designation may not be changed
without spousal consent (or the spouse expressly permits designations
by the Member or Former Member without any further spousal consent),
such consent acknowledged the effect of the election and such consent
was witnessed by a notary public, or (ii) it is established to the
Plan's satisfaction that the consent required by Subparagraph
8.2(c)(i), could not be obtained because the surviving spouse could
not be located or because of such other circumstances as the Secretary
of Treasury may by regulation prescribe. Any consent necessary under
this paragraph shall be effective only with respect to such spouse,
or, in the event it is established that the consent may not be
obtained, such designated spouse. A revocation of a prior designation
may be made by a Member or Former Member without the consent of the
spouse at any time prior to the Member's or Former Member's death. A
consent that permits designation by the Member or Former Member
without any requirement for
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further consent by the spouse must acknowledge that the spouse has the
right to limit consent to a specific beneficiary and that the spouse
voluntarily elects to relinquish such right.
(d) Payment under this Paragraph 8.2 may be made in any form of
distribution permitted by Paragraph 8.1; provided, however, that all
items in the Member's or Former Member's Account shall be paid no
later than December 31 of the calendar year which contains the fifth
anniversary of the date of the Member's death. Prior to distribution,
the beneficiary shall have the rights of a Former Member under Section
6 and Paragraph 8.1; provided, however, that the beneficiary may not
elect installments or partial withdrawals under Subparagraphs
8.1(e)(ii) and (iii) and any Atlantic Richfield Common Stock or Vastar
Resources, Inc. Common Stock held under the ESOP Part of the Plan
shall be converted to non-ESOP Atlantic Richfield Common Stock or
Vastar Resources, Inc. Common Stock.
8.3 Disability
(a) A Member who is determined to be disabled may elect to receive a
distribution of such Member's Account in accordance with Paragraph
8.1.
(b) A Member is disabled if as a result of a medically determinable
physical or mental impairment resulting from illness or injury the
Member is unable to perform one or more of the substantial duties of
the Member's normal work assignment with the Company or of any work
assignment which the Company determines is available to the Member and
for which the Member is reasonably qualified by education, training or
experience to perform as determined by the Administrator after review
by the entity designated by the Administrator.
8.4 Divorce
To the extent a Qualified Domestic Relations Order ("QDRO"), as defined in
(S)414(p) of the Code, is received by the Plan, distributions from a
Member's Account shall be made to an Alternate Payee, as defined in
(S)414(p) of the Code, as soon as administratively possible following the
determination of the order's qualified status. Prior to such distribution,
Atlantic Richfield Common Stock or Vastar Resources, Inc. Common Stock in
the ESOP Part of the Plan shall be converted to non-ESOP Atlantic Richfield
Common Stock or Vastar Resources, Inc. Common Stock.
8.5 Rollover
(a) Notwithstanding anything in this Section 8 to the contrary, a
distributee, as defined below, may elect, at a time and in the manner
prescribed by the Administrator, to have all or a portion of a
distribution under this Section 8, other than any Member Contributions
and any amount required to be
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distributed pursuant to (S)401(a)(9) of the Code, made payable to an
eligible retirement plan.
(b) For purposes of this Section 8, other than Paragraph 8.2, an eligible
retirement plan is an individual retirement account or annuity
described in (S)408(a) or (b) of the Code, an annuity plan described
in (S)403(a) of the Code or a qualified trust described in (S)401(a)
of the Code that accepts such distribution. For purposes of a
distribution under Paragraph 8.2, an eligible retirement plan is an
individual retirement account or annuity.
(c) Distributee means an Member or Former Member, the surviving spouse of
such Member or such Member's spouse or former spouse who is an
alternate payee as defined in (S)414(p) of the Code.
8.6 Notice
With respect to a Former Member whose account exceeds $5,000, the
Administrator shall provide the notice required by (S)1.411(a)-11(c) of
Income Tax Regulations no less than 30 days and no more than 90 days before
the Former Member's date of distribution; provided, however, that such
distribution may commence less than 30 days after the required notice is
given if:
(a) The Former Member is informed of the Former Members' right to a period
of at least 30 days after receiving the notice to consider
distribution options; and
(c) The Former Member, after receiving the notice, affirmatively elects a
distribution.
The distribution shall commence no earlier than seven days following the
date the notice, described above, is provided to the Former Member.
8.7 Distributions
(a) All distributions required under the Plan shall be determined and
made in accordance with the proposed regulations under (S)401(a)(9) of
the Code, including the minimum distribution incidental benefit
requirement of (S)1.401(a)(9)-2 of the proposed regulations.
(b) The entire interest of a Member must be distributed or begin to be
distributed no later than the Member's required beginning date. The
required beginning date of a Member is the later of the April 1 of the
calendar year following the calendar year in which the Member attains
age 70 1/2 or retires, except that benefit distributions to a five-
percent owner must commence by the April 1 of the calendar year
following the calendar year in which the Member attains age 70 1/2.
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(c) As of the first distribution calendar year, as defined below,
distributions, if not made in a single-sum, may only be made, in
accordance with Subparagraph 8.1(e), over a period not to exceed:
(i) A period certain not extending beyond the life expectancy of the
Member; or
(ii) A period certain not extending beyond the joint and last survivor
expectancy of the Member and a designated beneficiary.
(d) The amount required to be distributed for each calendar year,
beginning with distributions for the first distribution calendar year,
as defined below, must at least equal the quotient obtained by
dividing the Member's entire Account as of the last Valuation Date in
the calendar year preceding the distribution calendar year, by the
applicable life expectancy.
(e) The minimum distribution required for the Member's first
distribution calendar year must be made on or before the Member's
required beginning date as defined in Subparagraph 8.7(b). The
minimum distribution for other calendar years, including the minimum
distribution for the distribution calendar year in which the Member's
required beginning date occurs, must be made on or before December 31
of that distribution calendar year.
(f) If the Member dies after distribution of his or her interest has
begun on or after the Member's required beginning date, as defined in
Subparagraph 8.7(b), the remaining portion of such interest will
continue to be distributed at least as rapidly as under the method of
distribution being used prior to the Member's death.
(g) If the Member dies before distribution of his or her interest
begins, distribution of the Member's entire interest shall be
completed by December 31 of the calendar year containing the fifth
anniversary of the participant's death.
(h) The life expectancy (or joint and last survivor expectancy) shall
be calculated in accordance with Treasury regulations. Life
expectancies shall be recalculated annually.
(i) The distribution calendar year is a calendar year for which a minimum
distribution is required. For distributions beginning before the
Member's death, the first distribution calendar year is the calendar
year immediately preceding the calendar year which contains the
Member's required beginning date.
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8.8 Distribution of Benefits
The distribution of benefits under this Plan to a Member who has elected to
receive such benefits shall be made not later than the 60th day after the
latest of the close of the Plan Year in which (a) the Member attains age 65
or such earlier normal retirement age as may be specified in this Plan; (b)
there occurs the tenth anniversary of the year in which the Member
commenced membership in this Plan; or (c) the Member's service with the
Company is terminated.
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SECTION 9
LOANS TO MEMBERS
9.1 General
A Member, or a Former Member who is a Party-In-Interest as defined in
Section 3(14) of ERISA, may borrow from his or her Account in accordance
with the terms and conditions set forth in this Section 9 and such
additional rules, consistent with such terms and conditions, which the
Administrator may establish from time to time.
9.2 Eligibility
To be eligible to apply for and receive a loan, the Member must be in
receipt of regular Earnings. The loan shall be irrevocable upon the
earlier of:
(a) Endorsement of the check representing the loan proceeds, or
(b) Expiration of ten days from issuance of such check.
9.3 Loan Amount
(a) The maximum loan shall be the lesser of one half of the Member's
Account or $50,000 (reduced by the highest balance, at any specific
time, of any outstanding loan or loans during the preceding 12 months
from this Plan).
(b) A loan must be in cash, in increments of $100 and in an amount not
less than $1,000.
(c) The maximum loan amount shall be reduced to the extent necessary
to prevent each installment of the loan payment, including principal
and interest, when added to installments under any outstanding loan
under the Plan, from exceeding 25 percent of a Member's biweekly
earnings.
(d) The loan amount may not exceed the lesser of (i) the amount of the
Member's Contributions, Elective Deferrals and Company Contributions
under the Atlantic Richfield Savings Plans II and III made prior to
July 1, 1988 (excluding assets which originated in the Atlantic
Richfield Employee Stock Ownership Plan), and earnings thereon at the
time the loan is made, or (ii) the amount of the security, as
described hereafter, for the loan.
(e) For purposes of this Paragraph 9.3, the value of Common Stock, or any
other investment alternative will be determined on the Valuation Date
immediately preceding the date the loan application is received by the
Administrator under rules established by the Administrator.
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9.4 Number of Loans
A Member may have such number of loans outstanding at any time as shall be
determined by the Administrator.
9.5 Interest Rate
A loan shall bear interest at a rate established and communicated by the
Capital Accumulation Plan Administrative Committee to provide the Plan with
a rate of return commensurate with prevailing interest rates charged on
similar commercial loans by persons in the business of lending money.
9.6 Security
(a) Each loan must be evidenced by a loan agreement executed by the Member
for the amount of the loan, including principal and interest, payable
to the order of the Trustee.
(b) Security for the loans shall equal 50 percent of the assets in the
Member's Account as of the date of the loan request.
(c) The assets which constitute security for the loan will be valued on
the date of the loan agreement, or at such other time as may be
determined by the Administrator.
9.7 Funding of the Loan
(a) The loan will be funded in accordance with procedures established by
the Administrator.
(b) Under procedures established by the Administrator, investment
alternatives shall be sold to fund the loan.
9.8 Repayment of the Loan
(a) As determined by the Member, but subject to the restriction in
Subparagraph 9.3(c), a loan may be repaid over a period of one, two,
three, four or five years or, in the case of a loan used to acquire
the Member's principal residence, such longer term as determined by
the Administrator and permitted under (S)72(p) of the Code.
(b) Principal and interest shall be amortized, on a level basis, over
the term of the loan.
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(c) Except as provided below, payments shall be made by means of
payroll deductions, the authorization of which shall be irrevocable.
(i) The loan may be repaid in full at any time without penalty.
(ii) If a Member is not in receipt of regular Earnings sufficient to
permit repayment of the loan, or has terminated employment,
repayment shall be made by means prescribed by the Administrator.
Repaid principal and interest shall be credited in accordance with the
Member's election under Paragraph 6.2.
9.9 Deemed Distribution
A distribution of the unpaid principal shall be deemed to have been made
to the Member if the Member fails to make payment under Subparagraph
9.8(c) for a period of 90 days.
9.10 Default
If the Member is not in receipt of regular Earnings sufficient to permit
repayment of the loan and does not make manual repayments for a period
exceeding 90 days, the loan will be deemed in default and the
Administrator will realize on the security in accordance with applicable
laws.
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SECTION 10
ADMINISTRATION
CAPITAL ACCUMULATION PLAN ADMINISTRATIVE COMMITTEE
10.1 Capital Accumulation Plan Administrative Committee
The Plan shall be administered by a Capital Accumulation Plan
Administrative Committee. The Committee shall consist of the Senior Vice
President, Human Resources of Atlantic Richfield Company, who shall serve
as Chairperson, and not less than two other persons appointed by the
Chairperson. Members of the Committee shall serve without compensation.
Vacancies shall be filled by the Chairperson or the Chairperson's
delegate.
10.2 Rules of Conduct
The Capital Accumulation Plan Administrative Committee shall adopt such
rules for the conduct of its business and administration of this Plan as
it considers desirable; provided, they do not conflict with this Plan.
10.3 Legal, Accounting, Clerical
The Capital Accumulation Plan Administrative Committee may authorize one
or more of its members or any agent to act on its behalf and may contract
for legal, accounting, clerical and other services to carry out this Plan.
Unless paid by the Company, all expenses of the Company, the Administrator
and the Plan shall be paid by the Plan, to the extent they constitute
reasonable expenses of administering the Plan. The Plan may reimburse
expenses paid directly by the Company or its designee. This provision
shall be deemed a part of any contract to provide for expenses of Plan
administration, whether or not the signatory to such contract is, as a
matter of convenience, the Company or its designee. Notwithstanding the
foregoing, brokerage commissions, transfer fees and other expenses
actually incurred in any sale or purchase of Company Common Stock shall be
equitably added to the cost or subtracted from the proceeds of all
purchases or sales.
10.4 Interpretation of Provisions
The Capital Accumulation Plan Administrative Committee shall have full
discretion and final authority to determine eligibility for benefits and
to interpret the provisions of this Plan, to decide questions arising in
its administration, and to establish such other rules for its
administration as may be desirable.
10.5 Records of Administration
The Capital Accumulation Plan Administrative Committee shall keep records
reflecting the administration of this Plan which shall be subject to audit
by the Company. Members may examine records pertaining directly to
themselves. At
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least annually, the Capital Accumulation Plan Administrative Committee
shall have mailed to each Member a statement of his or her Account and
such statement shall be deemed to have been accepted as correct for all
purposes of this Plan unless written notice to the contrary is received by
the Capital Accumulation Plan Administrative Committee or the Trustee
within 30 days after the date of mailing.
10.6 Claims for Benefits
Applications for benefits must be made in such manner as prescribed by the
Administrator. The Administrator shall have full discretion and final
authority to determine eligibility for benefits and to construe the terms
of the Plan in acting upon an initial application for benefits or an
appeal of a denial of an application for benefits. Each application shall
be acted upon and approved or disapproved within 90 days following its
receipt by the Administrator. In the event special circumstances require
an extension of time for reviewing the initial application for benefits,
the Administrator shall make a determination as soon as practicable but no
later than 180 days following receipt of the application. If any
application for benefits is denied, in whole or in part, the Administrator
shall notify the applicant in writing of such denial and of the
applicant's right to a review by the Administrator and shall set forth in
a manner calculated to be understood by the applicant, specified reasons
for such denial, specific references to pertinent Plan provisions on which
the denial is based, a description of any additional material or
information necessary for the applicant to perfect the application, an
explanation of why such material or information is necessary, and an
explanation of the Plan's review procedure.
Any person, or a duly authorized representative thereof, whose application
for benefits is denied in whole or in part, may appeal from such denial to
the Administrator for a review of the decision by submitting to the
Administrator within 60 days after receiving notice of denial, a written
statement:
(a) Requesting a review of the application for benefits by the
Administrator;
(b) Setting forth all of the grounds upon which the request for review is
based and any facts in support thereof; and
(c) Setting forth any issues or comments which the applicant deems
relevant to the application.
The Administrator shall act upon each such appeal application within 60
days after the later of receipt of the applicant's request for review by
the Administrator or receipt of any additional materials reasonably
requested by the Administrator from such applicant. In the event special
circumstances require an extension of time for reviewing the appeal, the
Administrator shall make a determination as soon as practicable but no
later than 120 days following receipt of the appeal.
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The Administrator shall make a full and fair review of each such
application and any written materials submitted by the applicant or the
Company in connection therewith and may require the Company or the
applicant to submit within 30 days of written notice by the Administrator
therefor, such additional facts, documents, or other evidence as the
Administrator, in its sole discretion, deems necessary or advisable in
making such a review. The Administrator shall have full discretion in
making an independent determination of the applicant's eligibility for
benefits under the Plan and shall have full discretion to construe the
terms of the Plan in making its review. The decision of the Administrator
on any application for benefits shall be final and conclusive upon all
persons.
If the Administrator denies an application in whole or in part, the
Administrator shall give written notice of its decision to the applicant
setting forth in a manner calculated to be understood by the applicant the
specific reasons for such denial and specific references to the pertinent
Plan provisions on which the Administrator's decision was based.
10.7 Liability of Committee
No Member of the Capital Accumulation Plan Administrative Committee shall
be liable for any action taken in good faith or for the exercise of any
power given the Capital Accumulation Plan Administrative Committee, or for
the actions of other members of said Committee unless and except to the
extent that such liability is imposed under law as a result of a breach by
such Member of his or her fiduciary responsibilities.
10.8 Unlocated Member
If the Committee is unable, after reasonable and diligent effort, to
locate a Member, Former Member or beneficiary entitled to payment under
the Plan, such payment may be forfeited and used to offset Company
Contributions or to pay Plan expenses. If the Member, Former Member or
beneficiary later files a claim for benefit, such benefit will be
reinstated.
10.9 Legal Representative
The Capital Accumulation Plan Administrative Committee shall act on
behalf of the Plan with respect to any claim or cause of action, whether
arising in the course of administrative or judicial proceedings or
otherwise, and shall be responsible for initiating, pursuing and defending
any such claim or cause of action involving the Plan.
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SECTION 11
AMENDMENTS, DISCONTINUANCE, LIABILITIES
11.1 Amendment
(a) Except as provided in Subparagraph 11.1(b), the Plan may be amended
by the Board of Directors of Vastar Resources, Inc.
(b) A committee consisting of the Vice President, Human Resources, the
Vice President and Controller, the Vice President and General
Counsel, and the General Tax Office of Vastar Resources, Inc. may
amend the Plan under the following circumstances:
(i) Legally required changes;
(ii) Improvement of administrative efficiency;
(iii) Implementation of contractual commitments made by the Company
regarding matters relating to acquisitions, divestitures, joint
ventures or mergers and any matter negotiated pursuant to a
collective bargaining agreement;
(iv) Implementation of any transfer of assets, merger or spin-off of
Plan assets among plans within the company; or
(v) Implementation of participation in the Plan by Subsidiaries or
Affiliates of the Company.
(c) No amendment shall reduce the account of any Member as of the date of
such amendment.
11.2 Termination
Vastar Resources, Inc. intends to continue this Plan indefinitely but
reserves the right to terminate it at any time, by action of its Board of
Directors. If this Plan is terminated, or if there is a complete
discontinuance of contributions under this Plan by the Company, all
amounts credited to Accounts of Members shall be held for distribution as
provided in Section 8.
11.3 Liability of Company
The Company shall have no liability for payments under this Plan except to
make the contributions required by Section 4. Any payments under the Plan
shall be made solely from the fund held by the Trustee.
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SECTION 12
MISCELLANEOUS
12.1 Employment
This Plan shall not give any Member any right to be continued in the
employment of the Company.
12.2 Benefits Not Assignable
Except as provided in Paragraph 8.4, no benefit under this Plan shall be
assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, and shall not be subject to attachment or
other process.
12.3 Discharge of Liability
If the Administrator deems any person incapable of receiving benefits to
which such person is entitled under this Plan, by reason of minority,
illness, infirmity, mental incompetency or other incapacity, it may direct
the Trustee to make payment directly for the benefit or the account of
such person or to any eligible person selected by the Administrator to
disburse such payment whose receipt shall be a complete settlement
therefor.
12.4 Governing Laws
The Plan shall be governed by and construed in accordance with federal
laws governing employee benefit plans qualified under the Code or with the
laws of the State of Delaware to the extent not preempted by federal law.
12.5 Limitation on Mergers
This Plan may not merge or consolidate with, or transfer any of its assets
or liabilities to any other plan unless each Member in this Plan would, if
said other plan were to terminate, receive a benefit immediately after the
merger, consolidation or transfer which is equal to or greater than the
benefit such Member would have been entitled to receive immediately before
the merger, consolidation or transfer if this Plan had terminated.
12.6 Delegation of Fiduciary or Administrative Responsibilities
Vastar Resources, Inc., by resolution of its Board of Directors or by
written action of any officer generally or specifically named by such a
resolution to take such an action, and the Capital Accumulation Plan
Administrative Committee, by resolution of said Committee, may at any time
delegate to any other named person or body, or reassume therefrom, any of
their respective fiduciary responsibilities or
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administrative duties with respect to this Plan, including the power to
delegate and reassume such responsibilities and duties by written action
naming the person or body to whom the responsibility has been delegated.
However, only the immediate delegate of Vastar Resources, Inc., or the
Capital Accumulation Plan Administrative Committee, or of the Treasurer of
Vastar Resources, Inc., as the case may be, may, if so authorized by
Vastar Resources, Inc., said Committee or said Treasurer, delegate any
such responsibilities or duties.
12.7 Named Fiduciary
The named fiduciary with respect to this Plan is Vastar Resources, Inc.
except that (a) as to any matter specified in this Plan as being the
responsibility or function of the Capital Accumulation Plan Administrative
Committee, the named fiduciary is said Committee, (b) as to any matter
specified in the Plan or in the Trust Agreement as being the
responsibility or function of the Trustee or the Investment Officer, the
named fiduciary is the Trustee or the Investment Officer, as the case may
be, and (c) as to any matter specified in the Plan as being the
responsibility or function of the Treasurer of Vastar Resources, Inc., the
named fiduciary is such Treasurer.
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SECTION 13
ROLLOVERS
13.1 Rollovers from Other Qualified Plans
An Employee who has had distributed to the Employee all or a portion of
his or her taxable interest in a plan meeting the requirements of
(S)401(a) of the Code, including a defined benefit retirement plan of the
Company or a Subsidiary or Affiliate, (the "Other Plan") may, in
accordance with procedures approved by the Capital Accumulation Plan
Administrative Committee, rollover in cash all or a portion of the taxable
distribution received from the Other Plan to the Plan, provided the
following conditions are met:
(a) The rollover occurs on or before the 60th day after the
Member receives the distribution from the Other Plan;
(b) The distribution from the Other Plan qualifies as an eligible
rollover distribution within the meaning of (S)402(c)(4) of the Code;
and
(c) The amount rolled over does not exceed the maximum amount
which may be rolled over in accordance with (S)402(c)(2) of the Code.
13.2 Transfers From Individual Retirement Accounts
An Employee who receives a distribution from an individual retirement
account described in (S)408(a) of the Code or an individual retirement
annuity described in (S)408(b) of the Code which constitutes the entire
amount of such account or annuity (including earnings thereon), and no
portion of which is attributable to any source other than a distribution
from a qualified plan described in Paragraph 13.1, may, in accordance with
procedures approved by the Capital Accumulation Plan Administrative
Committee, rollover in cash all or a portion of such distribution to the
Plan, within 60 days after receiving the distribution.
13.3 Membership
Notwithstanding anything in the Plan to the contrary, an Employee who
rolls over funds to the Plan pursuant to Paragraph 13.1 or 13.2, shall,
upon such rollover, become a Member of the Plan except that the right to
make Elective Deferrals, Member Contributions or receive Company
Contributions will remain subject to Paragraph 2.1.
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13.4 Administration
The Administrator shall develop such procedures, including procedures for
obtaining information from an Employee desiring to make such a transfer,
as it deems necessary or desirable to enable it to determine that the
proposed rollover will meet the requirements of this section. Upon
approval by the Capital Accumulation Plan Administrative Committee, the
rollover shall be deposited with the Trustee in the Employee's Rollover
Account.
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SECTION 14
TOP HEAVY PROVISIONS
If the Plan is or becomes Top Heavy in any Plan Year, the provisions of this
Section 14 will supersede any conflicting provisions in the Plan.
14.1 Definitions
(a) Key Employee means an Employee, former Employee or an Employee's
beneficiary who at any time during the determination period is:
(i) An officer of the Company who has annual Compensation greater
than 50 percent of the amount in effect under (S)415(b)(1)(A) of
the Code for the Plan Year;
(ii) One of the ten Employees owning (or considered as owning within
the meaning of (S)318 of the Code) the largest interest in the
Company; provided, such Employee's annual Compensation from the
Company exceeds the dollar limitation under (S)415(c)(1)(A) of
the Code. If two or more Employees have the same ownership
interest, the Employee with the greater annual Compensation from
the Company for the Plan Year shall be considered to own the
larger interest in the Company;
(iii) A five percent owner of the Company; or
(iv) A one percent owner of the Company who has annual
Compensation from the Company of more than $150,000.
The determination period of the Plan is the Plan Year containing the
Determination Date and the four preceding Plan Years.
The determination of who is a Key Employee will be made in accordance
with (S)416(i)(1) of the Code and the regulations thereunder.
(b) Top Heavy Plan: For any Plan Year after December 31, 1983, this Plan
is Top Heavy if any of the following conditions exist:
(i) If the Top Heavy Ratio for this Plan exceeds 60 percent and this
Plan is not part of any Required Aggregation Group or Permissive
Aggregation Group of plans;
(ii) If this Plan is a part of a Required Aggregation Group of plans
(but which is not part of a Permissive Aggregation Group) and
the Top Heavy Ratio for the group of plans exceeds 60 percent;
or
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(iii) If this Plan is a part of a Required Aggregation Group of plans
and part of a Permissive Aggregation Group and the Top Heavy
Ratio for the Permissive Aggregation Group exceeds 60 percent.
(c) Top Heavy Ratio
(i) If the Company maintains one or more defined contribution plans
(including any Simplified Employee Pension Plan) and the Company
has not maintained any defined benefit plan which during the
five-year period ending on the Determination Date(s) has or has
had accrued benefits, the Top Heavy Ratio for this plan alone or
for the Required or Permissive Aggregation Group as appropriate
is a fraction, the numerator of which is the sum of the account
balances of all Key Employees as of the Determination Date(s)
[including any part of any account balance distributed in the
five-year period ending on the Determination Date(s)], and the
denominator of which is the sum of all account balances
[including any part of any account balance distributed in the
five-year period ending on the Determination Date(s)], both
computed in accordance with (S)416 of the Code and the
regulations thereunder. Both the numerator and denominator of the
Top Heavy Ratio are adjusted to reflect any contribution not
actually made as of the Determination Date, but which is required
to be taken into account on that date under (S)416 of the Code
and the regulations thereunder.
(ii) If the Company maintains one or more defined contribution
plans (including any Simplified Employee Pension Plan) and the
Company maintains or has maintained one or more defined benefit
plans which during the five-year period ending on the
Determination Date(s) has or has had any accrued benefits, the
Top heavy Ratio for any Required or Permissive Aggregation Group
as appropriate is a fraction, the numerator of which is the sum
of account balances under the aggregated defined contribution
plan or plans for all Key Employees, determined in accordance
with Subparagraph 14.1(c)(i), and the Present Value of accrued
benefits under the aggregated defined benefit plan or plans for
all Key Employees as of the Determination Date(s), and the
denominator of which is the sum of the account balances under the
aggregated defined contribution plan or plans for all Members,
determined in accordance with Subparagraph 14.1(c)(i), and the
Present Value of accrued benefits under the defined benefit plan
or plans for all Members as of the Determination Date(s), all
determined in accordance with (S)416 of the Code and the
regulations thereunder. The accrued benefits under a defined
benefit plan in both the numerator and denominator of the Top
Heavy Ratio are adjusted for any distribution of an accrued
benefit made in the five-year period ending on the Determination
Date.
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(iii) For purposes of Subparagraphs 14.1(c)(i) and (c)(ii), the value
of account balances and the Present Value of accrued benefits
will be determined as of the most recent Valuation Date that
falls within or ends with the 12-month period ending on the
Determination Date except as provided in (S)416 of the Code and
the regulations thereunder for the first and second Plan Years
of a defined benefit plan. The account balances and accrued
benefits of a Member (A) who is not a Key Employee but who was
a Key Employee in a prior-year, or (B) effective January 1,
1985, who has not been credited with at least one Hour of
Service with a Company maintaining the Plan at any time during
the five-year period ending on the Determination Date will be
disregarded. The calculation of the Top Heavy Ratio, and the
extent to which distributions, rollovers and transfers are
taken into account will be made in accordance with (S)416 of
the Code and the regulations thereunder. Deductible Member
Contributions will not be taken into account for purposes of
computing the Top Heavy Ratio. When aggregating plans, the
value of account balances and accrued benefits will be
calculated with reference to the Determination Dates that fall
within the same calendar year.
(iv) The accrued benefit of a Member other than a Key Employee shall
be determined under the method, (A) if any, that uniformly
applies for accrual purposes under all defined benefit plans
maintained by the Company, or (B) absent such method, as if
such benefits accrued not more rapidly than the slowest accrued
rate permitted under the fractional rule of (S)411(b)(1)(C) of
the Code.
(c) Permissive Aggregation Group: The Required Aggregation Group of plans
plus any other plan or plans of the Company which, when considered as
a group with the Required Aggregation Group, would continue to satisfy
the requirements of (S)401(a)(4) and (S)410 of the Code.
(e) Required Aggregation Group means:
(i) Each qualified plan of the Company in which at least one Key
Employee participates or participated at any time during the
determination period (regardless of whether the plan terminated);
and
(ii) Any other qualified plan of the Company which enables a plan
described in Subparagraph 14.1(e)(i) to meet the requirements of
(S)401(a)(4) or (S)410 of the Code.
(f) Determination Date means for any Plan Year the last day of the
preceding Plan Year. For the first Plan Year of the Plan, the last
day of that year.
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(g) Valuation Date means December 31 of each year.
(h) Present Value: Present Value shall be based on interest rate and
the mortality tables specified in the Company's defined benefit plan.
(i) Compensation means all compensation, as that term is defined for
(S)415 purposes, but including amounts contributed by the Company
pursuant to Employee Contribution Agreements which are excludable from
the Employee's income under Code (S)125, (S)402(e)(3), (S)402(h) and
(S)403(b).
14.2 Minimum Allocation
(a) Except as otherwise provided in Subparagraphs 14.2(b), (c) and
(d), the Company Contribution allocated on behalf of any Member who is
not a Key Employee shall not be less than the lesser of three percent
of such Member's Compensation or in the case where the Company has no
defined benefit plan which designates this Plan to satisfy (S)401 of
the Code, the largest percentage of Company Contribution, as a
percentage of the first $150,000 of the Key Employee's Compensation,
allocated on behalf of any Key Employee for that year. The minimum
allocation is determined without regard to any Social Security
contribution. This minimum allocation shall be made even though,
under other Plan provisions, the Member would not otherwise be
entitled to receive an allocation, or would have received a lesser
allocation for the year because of (i) the Member's failure to
complete 1,000 Hours of Service, or (ii) the Member's failure to make
mandatory Member Contributions to the Plan, or (iii) Compensation less
than a stated amount.
(b) The provision in Subparagraph 14.2(a), shall not apply to any
Member who was not employed by the Company on the last day of the Plan
Year.
(c) If Members of this Plan are covered by one or more defined benefit
plans maintained by the Company or its Subsidiaries, the minimum
allocation or benefit requirements applicable to Top Heavy plans shall
first be met by such defined benefit plan or plans.
(d) If Members of this Plan are covered by one or more defined
contribution plans maintained by the Company or its Subsidiaries, and
are not covered by any defined benefit plans of the Company or its
Subsidiaries, the minimum allocation requirement will be met by the
defined contribution plan in which the Employee is an active Member in
the following order:
1. Money Purchase Pension Plan
2. Profit Sharing Plan, and
3. Stock Bonus Plan
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(e) For purposes of satisfying the minimum allocation requirements of
this Paragraph 14.2, Elective Deferrals and Matching Contributions may
not be taken into account.
14.3 The minimum accrued benefit required [to the extent required to be
nonforfeitable under (S)416(b)] may not be suspended or forfeited under
Code (S)411(a)(3)(B) or (S)411(a)(3)(D).
14.4 For any Plan Year in which the Plan is Top Heavy, only the first $150,000
(or such larger amount as may be prescribed by the Secretary of Treasury
or the Secretary's delegate) of each Member's annual Compensation will be
taken into account for purposes of determining benefits under the Plan.
14.5 In any Plan Year in which the Top Heavy Ratio exceeds 60 percent the
denominators of the defined benefit fraction and defined contribution
fraction [as previously defined in the Plan] shall be computed using 100
percent of the dollar limitation instead of 125 percent. The preceding
sentence shall not apply to an Employee so long as there are no:
(a) Company Contribution, forfeitures or voluntary nondeductible
contributions allocated to such Employee, or
(b) Accruals for such Employee under any qualified defined benefit
plan.
14.6 In determining the highest rate of contribution applicable to any Key
Employee, amounts that such Key Employee elects to defer under an
arrangement qualified under (S)401(k) of the Code will be counted for the
purposes of (S)416 of the Code.
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SECTION 15
SPECIAL PROVISIONS APPLICABLE TO EMPLOYEES OF THE COMPANY SECONDED TO SOUTHERN
ENERGY MARKETING, L.P.
15.1 Pursuant to an agreement dated as of September 1, 1997, the ("Agreement")
between the Company and Southern Company Energy marketing L.P. ("SCEM"),
certain employees of the Company were seconded to SCEM and as of January
1, 1998, will become SCEM employees following the occurrence of the Second
Closing (as such term is defined in the Formation Agreement between the
Company and SEI Holdings, Inc., dated August 8, 1997). Such employees are
hereinafter referred to as "Transferees."
15.2 The rights and benefits under the Plan of Transferees shall be governed by
the Plan except as provided in this Section 15.
15.3 Effective December 31, 1997, Atlantic Richfield Company Common Stock,
Dividends Paid-Out, shall be replaced with Atlantic Richfield Company
Common Stock, Dividends Reinvested.
15.4 As soon as administratively practicable following termination of
employment with the Company and commencement of employment with SCEM, each
Transferee's Account shall be transferred to the SCEM Employees Savings
Plan. The transfer shall consist of cash and shares of Vastar Resources,
Inc. and to the extent applicable, Atlantic Richfield Company Common Stock
held in the Transferee's Account immediately prior to the transfer.
15.5 To effectuate the transfer of assets and liabilities as contemplated by
this Section 15, the Administrator may suspend the purchase and sales of
investment alternatives as necessary in the Administrator's sole
discretion.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Vastar Resources, Inc. of our report dated
February 22, 1999, relating to the financial statements, which appears in the
Annual Report on Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
Houston, Texas
December 27, 1999
