NINTH AMENDED AND RESTATED
ASHLAND INC.
SUPPLEMENTAL EARLY RETIREMENT PLAN
FOR CERTAIN KEY EXECUTIVE EMPLOYEES
November 6, 1997
ARTICLE I. PURPOSE AND EFFECTIVE DATE.
1.01 The purpose of the Plan is to allow designated senior executive
employees to retire prior to their sixty-fifth birthday without an
immediate substantial loss of income. This Plan is a supplemental
retirement arrangement for a select group of management.
1.02 The Ninth Amended and Restated Ashland Inc. Supplemental Early
Retirement Plan for Certain Key Executive Employees is hereby
amended effective November 6, 1997. However, the rights and
obligations of Employees who were selected by the Board or
approved for participation pursuant to the eligibility
requirements of the Plan to receive a benefit under the Plan, or
who were receiving benefits prior to November 6, 1997,
(irrespective of the Effective Retirement Date(s) of such
Employee(s)), shall be governed by the terms of the Plan in effect
at the time of such retirement.
ARTICLE II. DEFINITIONS.
The following terms used herein shall have the following meanings
unless the context otherwise requires:
2.01 "Age" - means the age of an Employee as of his or her last
birthday.
2.02 "Annual Retirement Income" - means the annual income payable under
this Plan by Ashland for the lifetime of a Participant commencing
on such Participant's Effective Retirement Date and ending on his
or her date of death, subject to the provisions of Section 5.04.
2.03 "Ashland" - means Ashland Inc. and its present or future
subsidiary corporations.
2.04 "Board" - means the Board of Directors of Ashland and their
designees.
2.05 "Change in Control" - shall be deemed to occur (1) upon the
approval of the shareholders of Ashland (or if such approval is
not required, the approval of the Board) of (A) any consolidation
or merger of Ashland in which Ashland is not the continuing or
surviving corporation or pursuant to which shares of Ashland
common stock would be converted into cash, securities or other
property other than a merger in which the holders of Ashland
common stock immediately prior to the merger will have the same
proportionate ownership of common stock of the surviving
corporation immediately after the merger, (B) any sale, lease,
exchange, or other transfer (in one transaction or a series of
related transactions) of all or substantially all the assets of
Ashland, or (C) adoption of any plan or proposal for the
liquidation or dissolution of Ashland, (2) when any "person" (as
defined in Section 3(a)(9) or 13(d) of the Securities Exchange Act
of 1934), other than Ashland or any subsidiary or employee benefit
plan or trust maintained by Ashland or any of its subsidiaries,
shall become the "beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934), directly or
indirectly, of more than 15% of the Ashland common stock
outstanding at the time, without the approval of the Board, or (3)
if at any time during a period of two consecutive years,
individuals who at the beginning of such period constituted the
Board shall cease for any reason to constitute at least a majority
thereof, unless the election or nomination for election by
Ashland's shareholders of each new director during such two-year
period was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning
of such two-year period.
2.06 "Committee" - means the Personnel and Compensation Committee of
the Board and their designees.
2.07 "Effective Retirement Date" - means the date upon which a
Participant retires under this Plan which shall be the first day
of the month following the Participant's 62nd birthday or, at
Ashland's discretion or as otherwise provided in Article V or VI,
any earlier age. Upon approval as provided in
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Sections 3.01 and 3.02, the "Effective Retirement Date" of a
Participant may occur after the Employee reaches age 62.
2.08 "Employee" - means an executive employee of Ashland who (i) is at
least 55 years of age or such earlier age pursuant to Section
5.06(b); and (ii) is deemed on the Effective Retirement Date to be
a Level V or above employee under the Incentive Compensation Plan.
2.09 "Employment Contracts" - means those contractual agreements, in
effect from time to time, which are approved by the Board and
which provide an Employee with a specified period of employment
and other benefits.
2.10 "Final Average Bonus" - means the Participant's average bonus paid
under the Incentive Compensation Plan (including amounts that may
have been deferred) during the highest thirty-six (36) months out
of the final sixty-month (60) period. For these purposes, the
"bonus paid" for a particular month within a particular fiscal
year under such plan shall be equal to the amount of such bonus
actually paid (regardless of the date paid, but excluding any
adjustment for the deferral of such payment) to such Participant
on account of such fiscal year divided by the number of months
contained in such fiscal year which were used in determining the
amount of such bonus actually paid to such Participant.
2.11 "Final Average Compensation" - means the average total
compensation paid during the highest thirty-six months (36) out of
the final sixty-month (60) period. For these purposes, "total
compensation paid" is the sum of the "compensation paid" and the
"bonus paid" during a particular month. "Compensation paid" shall
be the base rate of compensation for such Participant in effect on
the first day of such calendar month. "Bonus paid" shall have the
same meaning as set forth in Section 2.10.
2.12 "Incentive Compensation Plan" - means the Ashland Inc. Incentive
Compensation Plan or the Ashland Inc. Incentive Compensation Plan
for Key Executives, as applicable.
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2.13 "Participant" - means an Employee who has been approved for
participation in the Plan pursuant to Article III or Section 5.06.
2.14 "Plan" - means the Ninth Amended and Restated Ashland Inc.
Supplemental Early Retirement Plan for Certain Key Executive
Employees as set forth herein.
2.15 "Service" - means the number of years and fractional years of
employment by Ashland of an Employee, measured from the first day
of the month coincident with or next succeeding his or her initial
date of employment up to and including such Employee's Effective
Retirement Date. For purposes of this Section 2.15, Service shall
include an Employee's employment with a subsidiary or an affiliate
of Ashland determined in accordance with rules from time to time
adopted or approved by the Board.
ARTICLE III. PARTICIPATION IN PLAN.
Eligibility for benefits shall be determined as follows:
3.01 Except as otherwise provided in Section 3.03, an Employee who on
the Effective Retirement Date is deemed to be a Level I or II
Participant under the Incentive Compensation Plan shall require
Board approval to participate in this Plan.
3.02 An Employee who on the Effective Retirement Date is deemed to be a
Level III, IV, or V Participant under the Incentive Compensation
Plan shall require the approval of either (i) Ashland's Chief
Executive Officer or (ii) Ashland's Administrative Vice President,
Human Resources and either the Executive Vice President or the
Chief Financial Officer to participate in this Plan.
3.03 Subject to the provisions of Article VI, in the event of a "Change
in Control" (as defined in Section 2.05), an Employee who is
deemed to be a Level I or II Participant under the Incentive
Compensation Plan shall automatically be deemed to be approved by
the Board for participation under this Plan.
3.04 The Board or Chief Executive Officer or Chief Operating Officer,
as applicable, may approve such key executives for participation
in the Plan as they deem to be appropriate, all in its sole
discretion.
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3.05 Ashland reserves the right to terminate any Participant for
"Cause" prior to his or her Effective Retirement Date, with a
resulting forfeiture of the payment of benefits under the Plan.
Ashland also reserves the right to terminate any Participant's
participation in the Plan for "Cause" subsequent to his or her
Effective Retirement Date. For purposes of this Section 3.05,
"Cause" shall mean the willful and continuous failure of a
Participant to substantially perform his or her duties to Ashland
(other than any such failure resulting from incapacity due to
physical or mental illness), or the willful engaging by a
Participant in gross misconduct materially and demonstrably
injurious to Ashland, each to be determined by Ashland in its sole
discretion.
ARTICLE IV. INTERACTION WITH EMPLOYMENT CONTRACTS.
4.01 Notwithstanding any provision of this Plan to the contrary, an
Employee who has entered into an Employment Contract with Ashland
and who is either terminated without "Cause" prior to a "change in
control of Ashland" or is terminated without "Cause" or resigns
for "Good Reason" following a "change in control of Ashland" (each
quoted term as defined in the applicable employment agreement)
shall be entitled to receive the benefits as provided pursuant to
this Plan. Benefits payable hereunder in such a situation shall be
calculated in accordance with the payment option selected by the
Employee at such time.
4.02 Benefits Prior to "Change in Control."
If the Employee's termination is without "Cause" prior to a
"change in control of Ashland," benefits payable hereunder shall
not include those benefits which would have been payable to the
Employee during the first two (2) years of his or her retirement
under the Plan. The benefits payable hereunder shall commence no
earlier than as of the first day of the calendar month coincident
with or next following the second anniversary following the
Employee's "Date of Termination" (as defined in the applicable
employment agreement); however, if the Employee elects to receive
such benefits in a
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lump sum as provided in Section 5.04(b)(1), such benefits shall
commence and be payable as therein specified.
4.03 Benefits Subsequent to a "Change in Control."
If the Employee's termination is without "Cause" or he or she
resigns for "Good Reason" following a "change in control of
Ashland," benefits payable hereunder shall not include those
benefits which would have been payable to the Employee during the
first three (3) years of his or her retirement under the Plan. The
benefits payable hereunder shall commence no earlier than as of
the first day of the calendar month coincident with or next
following the third anniversary following the Employee's "Date of
Termination" (as defined in the applicable employment agreement);
however, if the Employee elects to receive such benefits in a lump
sum as provided in Section 5.04(b)(1), such benefits shall
commence and be payable as therein specified.
4.04 If a Participant accepts, during a period of five (5) years
subsequent to his or her Effective Retirement Date, any consulting
or employment activity which is in direct conflict with the
business of Ashland at such time (such determination regarding
conflicting activity to be made in the sole discretion of the
Board), he or she shall not be entitled to the receipt of any
further payments of Annual Retirement Income under this Plan;
provided, however, he or she shall not be restricted in any manner
with respect to any other non-conflicting activity in which he or
she is engaged.
If a Participant wishes to accept employment or consulting
activity which may be prohibited under this Section 4.04, such
Participant may submit to Ashland written notice (Attention:
Administrative Vice President, Human Resources) of his or her wish
to accept such employment or consulting activity. If within ten
(10) business days following receipt of such notice Ashland does
not notify the Participant in writing of Ashland's objection to
his or her accepting such employment or consulting activity, then
such Participant shall be free to accept such employment or
consulting activity for the period of time and upon the basis set
forth in his or her written request.
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ARTICLE V. ANNUAL RETIREMENT INCOME AND OTHER BENEFITS.
5.01 LEVELS I AND II.
The Annual Retirement Income of a Participant who is deemed to be
a Level I or II Participant under the Incentive Compensation Plan
shall be equal to:
(a) Pre-Age 62 Benefit
A Participant who retires under this Plan shall receive
an Annual Retirement Income from and after the first day
of the calendar month next following his or her Effective
Retirement Date until the end of the month in which he or
she attains age 62 equal to the greater of (1) the
amounts provided in the following schedule or (2) 50% of
Final Average Compensation. Notwithstanding the previous
sentence, in the event such Participant retired with less
than 20 years of Service, such Annual Retirement Income
shall be multiplied by a fraction (A) the numerator of
which is such Participant's years of and fractional years
of Service, and (B) the denominator of which is twenty
(20).
% of
Retirement Compensation
1st - Year After Effective 75%
Retirement Date
2nd - " 70%
3rd - " 65%
4th - " 60%
5th - " 55%
6th - Year and thereafter 50%
to Age 62
For purposes of this Section 5.01(a), "% of Compensation"
shall mean the annualized average of the Participant's
base monthly compensation rates (excluding incentive
awards, bonuses, and any other form of extraordinary
compensation) in effect with respect to Ashland on the
first day of the thirty-six (36) consecutive calendar
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months which will give the highest average out of the
one-hundred twenty (120) consecutive calendar month
period ending on the Participant's Effective Retirement
Date.
(b) Age 62 Benefit and Thereafter
From and after the first day of the calendar month next
following his or her Effective Retirement Date, or the
attainment of age 62, whichever is later, the
Participant's Annual Retirement Income shall be equal to
50% of Final Average Compensation; provided, however,
that in the event such Participant retired with less than
20 years of Service, such Annual Retirement Income shall
be 50% of Final Average Compensation multiplied by a
fraction (A) the numerator of which is such Participant's
years of and fractional years of Service, and (B) the
denominator of which is twenty (20).
(c) Benefit Reduction
The amount of benefit provided in paragraphs (a) and (b) of
this Section 5.01 shall be reduced by the sum of the
following:
(1) the Participant's benefit under the Ashland Inc.
and Affiliates Pension Plan (the "Pension Plan")
(assuming 50% of such Participant's account under
the Ashland Inc. Leveraged Employee Stock
Ownership Plan were transferred to the Pension
Plan, as allowed under the terms of each of the
said plans), determined on the basis of a single
life annuity form of benefit;
(2) the Participant's benefit under any other defined
benefit pension plan qualified under Section
401(a) of the Internal Revenue Code of 1986, as
amended which is maintained by Ashland, determined
on the basis of a single life annuity form of
benefit (said plans referred to in sub-paragraphs
(1) and (2) of this paragraph (c) are hereinafter
referred to jointly and severally as the "Affected
Plans");
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(3) the Participant's benefit under the Ashland Inc.
Nonqualified Excess Benefit Pension Plan,
determined on the basis of a single life annuity
form of benefit; and
(4) the Participant's benefit under the Ashland Inc.
ERISA Forfeiture Plan attributable to amounts
which were forfeited under the Ashland Inc.
Leveraged Employee Stock Ownership Plan,
multiplied by 50%, and determined on the basis of
a single life annuity benefit.
In the event a Participant's benefit hereunder is paid as
a lump sum pursuant to an election under Section
5.04(b)(1), the reduction to such benefit shall be
calculated based upon the lump sum actuarial present
value of the benefits referred to in sub-paragraphs
(1)-(4) of this paragraph (c) to which the Participant
would be entitled at age 62, regardless of the date
payments actually commence. In the event the
Participant's benefit hereunder is paid in any form of
periodic payments, the reduction shall apply from and
after the date the Participant actually commences
payments under the plans referred to under sub-paragraphs
(1), (2) or (3) of this paragraph (c).
5.02 LEVELS III, IV AND V.
The Annual Retirement Income of a Participant who on his or her
Effective Retirement Date was deemed to be a Level III, IV, or V
Participant under the Incentive Compensation Plan shall, from and
after the first day of the calendar month next following his or
her 62nd birthday, be equal to 50% of Participant's Final Average
Bonus; provided, however, that in the event such Participant
retired with less than 20 years of Service, such Annual Retirement
Income after age 62 shall be 50% of Final Average Bonus multiplied
by a fraction (A) the numerator of which is such Participant's
years of and fractional years of Service, and (B) the denominator
of which is twenty (20). Although a Participant may elect to
commence benefits under this Plan upon his or her Effective
Retirement Date, there shall be an
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actuarial adjustment (consistent with that applied under Ashland's
qualified pension plan, as from time to time in effect) for
Participants receiving benefits under this Section 5.02 whose
Effective Retirement Date is prior to age 62.
5.03 Annual Retirement Income benefits payable under Sections 5.01 and
5.02 for a period of less than 12 months due to a Participant's
attainment of age 62 or death will be payable on a pro-rata basis,
with months taken as a fraction of a year.
5.04 Payment Options.
(a) Election.
A Participant shall, subject to Sections 5.05 and 5.06,
elect the form in which such benefit shall be paid from
among those identified in this Section 5.04 and such
election shall be made at the time and in the manner
prescribed by Ashland, from time to time, provided that
the election is made before the Participant's Effective
Retirement Date. Such election, including the designation
of any contingent annuitant or alternate recipient under
Sections 5.04(b)(4) or (5), shall be irrevocable except
as otherwise set forth herein. Notwithstanding anything
in the foregoing to the contrary, any Participant
approved for participation in the Plan pursuant to
Sections 3.01, 3.02 and 3.04 who makes an election under
Section 5.04(b)(2) shall make such election by the later
of -
(1) the 60th day following such Participant's
approval to participate in this Plan; or
(2) the earlier of -
(A) the date six months prior to Participant's
Effective Retirement Date; or
(B) the December 31 immediately preceding the
Participant's Effective Retirement Date.
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Such deferral election shall be made in the
manner prescribed by Ashland, from time to time,
and shall be irrevocable as of the applicable
time identified under Sections 5.04(a)(1) or
(2).
Until the time at which an election becomes irrevocable,
a Participant shall be able to change it.
(b) Optional Forms of Payment.
(1) Lump Sum Option. A Participant may elect to
receive the benefit under Article V as a lump
sum distribution, subject to the discretion of
the Committee as described below. A lump sum
benefit payable under the Plan to a Participant
shall be computed on the basis of the
actuarially equivalent present value of such
Participant's benefit under Article V based upon
(1) the 1971 Group Annuity Mortality Table for
males, regardless of whether the Participant is
male or female and (2) the average of the
monthly published Pension Benefit Guaranty
Corporation ("PBGC") interest rates for the
six-month period which ends on the January 1 or
July 1, which immediately precedes the date as
of which this calculation is made (hereinafter
called the "Applicable PBGC Rate"). The
Applicable PBGC Rate is the one used for the
valuation of benefits paid as annuities from
terminating single-employer plans for the first
20 years following the valuation date. Such lump
sum shall be payable within thirty (30) days
following the later of the Participant's
Effective Retirement Date, or at such later date
as Ashland or its delegate may determine, in its
sole discretion. The Committee shall have the
sole discretion to provide a lump sum benefit
option to a class of retirees for a given
calendar year. The decision as to whether to
provide a lump sum benefit option shall
generally be made by the Committee at the last
Committee meeting prior thereto. The option
shall be made
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available to a Participant contingent upon
various considerations, including, but not
limited to, the following: The tax status of
Ashland, including without limitation, the
corporate and individual tax rate then
applicable and whether or not Ashland has or
projects a net operating loss; the current and
projected liquidity of Ashland, including cash
flow, capital expenditures and dividends;
Ashland `s borrowing requirements and debt
leverage; applicable book charges;
organizational issues, including succession
issues; security of the retirement payment(s)
with respect to the retiree; and the
Participant's preference.
(2) Lump Sum Deferral Option. A Participant who is
eligible to receive a lump sum distribution
under 5.04(b)(1) shall be able to elect to defer
all or a portion of the receipt of the elected
lump sum (in increments of such percentage or
such amount as may be prescribed by Ashland or
its delegatee, from time to time), by having the
obligation to distribute such amount transferred
to the Ashland Inc. Deferred Compensation Plan
to be held thereunder in a notional account and
paid pursuant to the applicable provisions of
such Plan, as they may be amended from time to
time; provided, however, that the election to
defer such distribution shall be made at the
time and in the manner prescribed in Section
5.04(a)(1) and (2).
(3) Single Life Annuity. A Participant may elect to
have such benefit paid in the form of equal
monthly payments for and during such
Participant's life, with such payments ending at
such Participant's death. Payments under this
option shall be actuarially equivalent to the
benefit provided under Section 5.01 or 5.02,
whichever is applicable, determined on the basis
of the
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applicable actuarial assumptions and other
relevant provisions used for the same in the
Pension Plan.
(4) Joint and Survivor Income Option. A Participant
may elect to receive an actuarially reduced
benefit payable monthly during the Participant's
lifetime with payments to continue after his or
her death to the person he designates
(hereinafter called "contingent annuitant"), in
an amount equal to (1) 100% of such actuarially
reduced benefit, (2) 66 2/3% of such actuarially
reduced benefit, or (3) 50% of such actuarially
reduced benefit. Benefit payments under this
option shall terminate with the monthly payment
for the month in which occurred the date of
death of the later to die of the Participant and
his or her contingent annuitant. The following
additional limitations and conditions apply to
this option:
(A) The contingent annuitant shall be
designated by the Participant in writing in
such form and at such time as Ashland may
from time to time prescribe. Before the
Participant's Effective Retirement Date,
the Participant may change the contingent
annuitant elected.
(B) In the event of the death of the contingent
annuitant prior to the date as of which the
election is irrevocable, the Participant's
selection of this option shall be void and
the Participant may change the contingent
annuitant or change the option elected,
subject to the applicable limitations and
conditions applied to elections for the
options described under 5.04(a)(1) and (2).
(C) Actuarial equivalence under this
sub-paragraph (4) shall be determined on
the basis of the applicable actuarial
assumptions and other relevant provisions
used for the same in the Pension Plan.
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(5) Period Certain Income Option. A Participant may
elect to receive an actuarially reduced benefit
payable monthly during his or her lifetime and
terminating with the monthly payment for the
month in which his or her death occurs, with the
provision that not less than a total of 120
monthly payments shall be made in any event to
him or her and/or the person designated by him
or her to receive payments under this
sub-paragraph (5) in the event of his or her
death (hereinafter called "alternate
recipient"). If a Participant and his or her
alternate recipient die after the Effective
Retirement Date, but before the total specified
monthly payments have been made to such
Participant and/or his or her alternate
recipient, the commuted value of the remaining
unpaid payments shall be paid in a lump sum to
the estate of the later to die of the
Participant or his or her alternate recipient.
The following additional limitations and
conditions shall apply to this option:
(A) The alternate recipient shall be designated
in writing by the Participant in such form
and at such time as Ashland may from time
to time prescribe. The designation of an
alternate recipient under this
sub-paragraph (5) is irrevocable after the
Effective Retirement Date, provided,
however, a Participant may designate a new
alternate recipient if the one first
designated dies before the Participant and
after the Effective Retirement Date.
(B) In the event of the death of the alternate
recipient prior to the date as of which the
election is irrevocable, the Participant's
selection of this option shall be void and
the Participant may change the alternate
recipient or change the option elected,
subject to the applicable limitations
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and conditions applied to elections for the
options described under 5.04(a)(1) and (2).
(C) Actuarial equivalence under this sub-paragraph (5) shall
be determined on the basis of the applicable actuarial
assumptions and other relevant provisions used for the
same in the Pension Plan.
5.05. Payment of Small Amounts.
Unless such Participant elects to receive his or her
benefit in a lump sum as provided in Section 5.04, in the
event a monthly benefit under this Plan, payable to
either a Participant or to his or her contingent
annuitant, alternate recipient or surviving spouse, is
too small (in the sole judgment of Ashland) to be paid
monthly, such benefit may be paid quarterly,
semi-annually, or annually, as determined by Ashland to
be administratively convenient.
5.06. Surviving Benefits.
(a) Except as otherwise provided in Section 5.04 of
this Plan, in the event that a Participant
receiving Annual Retirement Income benefits
shall die after his or her Effective Retirement
Date, no additional benefits shall be payable by
Ashland under this Plan to such deceased
Participant's beneficiaries, survivors, or
estate.
(b) If an Employee dies while in active service with
Ashland
(1) prior to approval for participation in the
Plan and said Employee is a Level I or II
participant under the Incentive Compensation
Plan; or
(2) after approval for participation in the Plan
but prior to making an election pursuant to
Section 5.04(a) and said Employee is a Level I
-V participant under the Incentive Compensation
Plan; then such Employee shall be deemed:
(i) to be a Participant under the Plan in the
case of Section 5.06 (b)(1);
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(ii) to have commenced participation one (1) day
prior to the date of the Employee's death; and
(iii) to have elected to receive his or her
benefits in the form of the 100% Joint &
Survivor retirement income option and to have
designated his or her spouse as the beneficiary
thereunder.
(c) In the event an Employee is approved for
participation under the Plan and dies after
having made an election under Section 5.04(a)
but prior to his or her Effective Retirement
Date, then such Employee shall be deemed to have
commenced participation one (1) day prior to the
date of the Employee's death and payment shall
be made under this Plan in accordance with the
Employee's election.
5.07 After a Participant's Effective Retirement Date, he or she shall
continue to participate in Ashland's Group Life Insurance, Medical
and Dental programs in the same manner and under the same terms
and conditions as provided for retirees as a class under the
provisions of such programs, as from time to time in effect.
Except as otherwise expressly provided in this Plan, a
Participant's active participation in all employee benefit
programs maintained by Ashland derived from his or her employment
status with Ashland shall be discontinued.
ARTICLE VI. CHANGE IN CONTROL.
Notwithstanding any provision of this Plan to the contrary, in the
event of a Change in Control, an Employee who is deemed to be a
Level I or II Participant under Ashland's Incentive Compensation
Plan, shall automatically be deemed to be approved by the Board
for participation under this Plan and may, in his or her sole
discretion, elect to retire prior to the date the Employee reaches
age 62.
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In addition, Ashland shall reimburse an Employee for legal fees
and expenses incurred by such Employee if he or she is required
to, and is successful in, seeking to obtain or enforce any right
to payment pursuant to the Plan. In the event that it shall be
determined that such Employee is properly entitled to the payment
of benefits hereunder, such Employee shall also be entitled to
interest thereon payable in an amount equivalent to the prime rate
of interest (quoted by Citibank, N.A. as its prime commercial
lending rate on the latest date practicable prior to the date of
the actual commencement of payments) from the date such payment(s)
should have been made to and including the date it is made.
Notwithstanding any provision of this Plan to the contrary, the
provisions of this Plan may not be amended after a Change in
Control occurs without the written consent of a majority of the
Board who were directors prior to the Change in Control.
ARTICLE VII. MISCELLANEOUS.
7.01 The obligations of Ashland hereunder constitute merely the promise
of Ashland to make the payments provided for in this Plan. No
employee, his or her spouse or the estate of either of them shall
have, by reason of this Plan, any right, title or interest of any
kind in or to any property of Ashland. To the extent any
Participant has a right to receive payments from Ashland under
this Plan, such right shall be no greater than the right of any
unsecured general creditor of Ashland.
7.02 Full power and authority to construe, interpret and administer
this Plan shall be vested in the Board or its delegate. Decisions
of the Board or its delegate shall be final, conclusive and
binding upon all parties.
7.03 This Plan shall be binding upon Ashland and any successors to the
business of Ashland and shall inure to the benefit of the
Participants and their beneficiaries, if applicable. Except as
otherwise provided in Article VI, the
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Board or its delegate may, at any time, amend this Plan,
retroactively or otherwise, but no such amendment may adversely
affect the rights of any Participant who has been approved for
participation in the Plan except to the extent that such action is
required by law.
7.04 Except as otherwise provided in Section 5.04, no right or interest
of the Participants under this Plan shall be subject to voluntary
or involuntary alienation, assignment or transfer of any kind.
7.05 This Plan shall be governed for all purposes by the laws of the
Commonwealth of Kentucky.
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