Item 14 - Exhibit 10(f)
SUPPLEMENTAL DEATH BENEFIT AGREEMENT
THIS AGREEMENT, dated as of the _____ day of ______________,
_______, by M. A. HANNA COMPANY, a corporation with offices at 1301
East 9th Street, Suite 3600, Cleveland, Ohio 44114-1860
(hereinafter referred to as "Hanna") with and for the benefit of
_________________ (hereinafter referred to as the "Associate").
WITNESSETH:
WHEREAS, the Associate has been associated with Hanna in its
business during which time Hanna has had the benefit of the talent,
ability and unique and extensive business experience of the
Associate;
WHEREAS, Hanna wishes to secure for itself the benefits of a
continuing association with the Associate;
WHEREAS, Hanna has offered certain supplemental life insurance
and death benefits to certain of its employees under a program
(hereinafter referred to as the "Program") set forth in a letter of
the Chairman of the Board of Hanna to such employees, including the
Associate; and
WHEREAS, this Agreement is made by Hanna pursuant to the
Program;
NOW, THEREFORE, in consideration of the premises and of the
services rendered and to be rendered by the Associate to Hanna,
Hanna agrees to make payments of supplemental death benefits to the
designated beneficiary of the Associate according and subject to
the following terms and conditions:
1.(a) Supplemental Death Benefit
Provided that the employee is in the employ of
Hanna, or has retired from the employ of Hanna
on or after having attained sixty-five (65)
years of age or has ceased to be in the employ
of Hanna for any reason other than his death
or such retirement and Hanna shall have agreed
in writing that such cessation of employment
shall not be deemed to terminate the rights of
the Associate hereunder, then, upon the death
of the Associate on or after attaining sixty-
five (65) years of age, Hanna shall pay in
equal monthly installments for a period of
fifteen (15) years and until one hundred
eighty (180) equal monthly installments have
been paid, the aggregate sum of $___________
to the beneficiary whom the Associate shall
designate in a writing filed with the Employee
Benefits Department of Hanna and in form
accepted by the Employee Benefits Department.
The Associate shall have the right to change
or amend such designation from time to time by
a writing similarly filed and in form accepted
by the Employee Benefits Department. If the
Associate shall fail to make such designation
prior to the time an equal monthly installment
and all remaining monthly installments shall
be paid, as they become due, to the duly
appointed executor, administrator or other
personal representative of the estate of the
Associate.
If the Associate takes permissible early
retirement under one of Hanna's early
retirement plans, the Associate will be
instructed in writing as to the premium
payments necessary to keep this benefit in
force. Failure to pay stated premiums
relieves Hanna of all obligations under this
Agreement.
(b) Optional Payment Election
The Associate may elect to have Hanna pay to
the Associate on or after the date the
Associate attains seventy (70) years of age
the aggregate sum of $__________in equal
monthly installments for a period of fifteen
(15) years and until one hundred eighty (180)
equal monthly installments have been paid;
provided that
(i) the Associate shall give prior
written notice to the Employee
Benefits Department of Hanna of such
election with such notice specifying
the date on which the Associate
wishes to begin receiving the equal
monthly installments; and
(ii) such notice shall not be effective
if given prior to six (6) months
before the Associate attains seventy
(70) years of age.
Should the Associate die (i) after giving such
notice and before receiving the first such
monthly installment or (ii) within said
fifteen (15) year period, then all remaining
monthly installments shall be paid to the
beneficiaries or persons whom the Associate
shall designate in a writing filed with the
Employee Benefits Department of Hanna and in a
form accepted by said Employee Benefits
Department. The Associate shall have the
right to change or amend such designation from
time to time by a writing similarly filed and
in form accepted by the Employee Benefits
Department. If the Associate shall fail to
make such designation prior to the time an
equal monthly installment shall become
payable, such installment and all remaining
monthly installments shall be paid, as they
become due, to the duly appointed executor,
administrator or other personal representative
of the estate of the Associate.
2. Except as permitted this Agreement or in accordance with
a qualified domestic relations order as defined in Section 414(p)
of the Internal Revenue Code, no rights of any kind under this
Agreement shall, without the written consent of Hanna, be
transferable or assignable by the Associate, any designated
beneficiary, or any other person, or be subject to alienation,
encumbrance, garnishment, attachment, execution or levy of any
kind, voluntary or involuntary.
3. All questions of interpretation, construction or
application arising under this Agreement shall be decided by the
Board of Directors or a Committee of the Board of Directors of
Hanna, whose decision shall be final and conclusive upon all
persons.
4. The undertakings of Hanna herein constitute merely the
unsecured promise of the Company to make payments as provided for
herein. No property of Hanna is or shall, by reason of this
Agreement, be held in trust for the Associate, any designated
beneficiary or any other person, and neither the Associate nor any
designated beneficiary or any other person shall have, by reason of
this Agreement, any rights, title or interest of any kind in or to
any property of Hanna.
5. This Agreement may be terminated by Hanna prior to the
Associate attaining sixty-five (65) years of age provided that
(i) Hanna terminates the Program and
similar supplemental death benefit
agreements with respect to all other
living employees participating in
the Program who have not yet
attained sixty-five (65) years of
age; and
(ii) if such termination occurs at any
time after three (3) full years
following the date of this
Agreement, the Associate shall be
eligible for, and entitled to, an
irrevocably vested supplemental
benefit, commencing with the
Associate's retirement, in an amount
determined in the same manner as the
benefit provided under paragraph 1
above, multiplied by a fraction of
which the numerator is the number of
full years from the date of such
termination and the denominator is
the number of full years from the
date of this Agreement to the date
the Associate attains sixty-five
(65) years of age.
6. Notwithstanding any provisions to the contrary herein,
Hanna shall not have the right to amend or terminate this Agreement
after a change in control of Hanna, as hereinafter defined, occurs
except for nonpayment of premiums by the Executive as specified in
paragraph 1(a) hereof. For purposes of this Agreement, a "Change
in Control" of Hanna shall have occurred if and when any of the
following events shall have occurred:
(a) Hanna enters into an agreement to
merge, consolidate or reorganize
into or with another corporation or
other legal person, and as a result
of such merger, consolidation or
reorganization less than 75% of the
combined voting power of the then-
outstanding securities of such
corporation or person immediately
after such transaction are held in
the aggregate by the holders of
Voting Stock (as that term is
defined in subparagraph (c) below)
of Hanna immediately prior to such
transaction;
(b) Hanna enters into an agreement to
sell or otherwise transfer all or
substantially all of its assets to
any other corporation or other legal
person, and as a result of such sale
or transfer less than 75% of the
combined voting power of the then-
outstanding securities of such
corporation or person immediately
after such sale or transfer is held
in the aggregate by the holders of
Voting Stock of Hanna immediately
prior to such sale or transfer;
(c) The filing on Schedule 13D or
Schedule 14D-1 (or any successor
schedule, form or report), such as
promulgated pursuant to the
Securities Exchange Act of 1934, as
amended (the "Exchange Act"),
disclosing that any person (as the
term "person" is used in Section
13(d)(3) or Section 14 (d)(2) of the
Exchange Act) has become the
beneficial owner (as the term
"beneficial owner" is defined under
Rule 13d-3 or any successor rule or
regulation promulgated under the
Exchange Act) of securities
representing 30% or more of the
combined voting power of the then-
outstanding securities entitled to
vote generally in the election of
directors of Hanna ("Voting Stock");
(d) Hanna files a report or proxy
statement with the Securities and
Exchange Commission pursuant to the
Exchange Act disclosing in response
to Form 8-K or Schedule 14A (or any
successor schedule, form or report
or item therein) that a change in
control of Hanna has or may have
occurred or will or may occur in the
future pursuant to any then-existing
contract or transaction; or
(e) During any period of two consecutive
years, individuals who constitute
the Directors of Hanna at the
beginning of any such period cease
for any reason to constitute at
least a majority thereof, unless the
election, or the nomination for
election by Hanna's stockholders, of
each new Director was approved by a
vote of at least two-thirds of the
Directors of Hanna then still in
office who were Directors of the
Company at the beginning of such
period.
Notwithstanding the foregoing provisions of subparagraphs (c)
or (d) hereof, a "Change in Control" shall not be deemed to have
occurred for purposes of this Agreement solely because (i) Hanna,
(ii) an entity in which Hanna directly or indirectly beneficially
owns 50% or more of the voting securities, or (iii) any Hanna-
sponsored employee stock ownership plan or other employee benefit
plan of Hanna, either files or becomes obligated to file a report
or proxy statement under or in response to Schedule 13D, Schedule
14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Exchange Act, disclosing
beneficial ownership by it of shares of Voting Stock, whether in
excess of 30% or otherwise, or because Hanna reports that a change
in control of Hanna has or may have occurred or will or may occur
in the future by reason of such beneficial ownership.
In the event that any such agreement to merge, consolidate,
reorganize or sell or otherwise transfer assets referred to in
subparagraphs (a) or (b) is terminated without such merger,
consolidation, reorganization or sale or transfer having been
consummated, or the person filing such Schedule 13D or Schedule
14D-1 referred to in subparagraph (c) files an amendment to such
Schedules disclosing that it no longer is the beneficial owner of
securities representing 30% or more of the Voting Stock of Hanna,
or Hanna reports that the change of control which it reported in
the filing referred to in subparagraph (d) will not in fact occur,
any executive officer of Hanna may by notice to the Executive
nullify the operation of this Agreement by reason of such Change in
Control, without prejudice to any exercise by the Associate of his
rights under this Agreement that may have occurred prior to such
nullification.
In the event a change in control of Hanna occurs, the rights
and benefits of the Executive hereunder will continue in full force
and effect, subject only to payment by the Executive on a timely
basis of his share of the premiums stipulated in this Agreement.
The Executive shall receive timely notice of all premium payments
due after a change in control of Hanna.
7. Nothing herein shall be construed as an offer or
commitment by Hanna to continue the Associate's employment with
Hanna for any period of time.
8. This Agreement shall be effective as of _________ __,
_____.
IN WITNESS WHEREOF, Hanna has caused this Agreement to be duly
executed and the Associate has executed this Agreement, in
triplicate, on this _____ day of ___________.
M. A. HANNA COMPANY
By: ____________________________
Vice President and Secretary
________________________________
Associate