EXHIBIT 10.17
UNION CARBIDE CORPORATION
EXCESS LONG TERM DISABILITY PLAN
Effective January 1, 1994
1
EXCESS LONG TERM DISABILITY PLAN
ARTICLE I
GENERAL
This is an excess long term disability plan (the "Plan") for
participants in the Union Carbide Corporation Long Term Disability Plan (the
"LTD Plan"). The Plan has been established to restore certain long term
disability benefits to those participants entitled to benefits under the LTD
Plan, whose benefits under the LTD Plan are, or will be, limited by the
restrictions on recognizable compensation imposed by Section 505(b)(7) of the
Code. The Plan is completely separate from the LTD Plan, is unfunded, and is not
qualified for special tax treatment under the Code.
ARTICLE II
DEFINITIONS
SECTION 1. "Benefit" means the amount payable under this Plan as
described in Article IV.
SECTION 2. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
SECTION 3. "Corporation" means Union Carbide Corporation and such of
its subsidiary companies as shall, from time to time, participate in the LTD
Plan.
SECTION 4. "Effective Date" means January 1, 1994.
SECTION 5. "LTD Plan" means the Union Carbide Corporation Long Term
Disability Plan.
2
SECTION 6. "Plan" means this Union Carbide Corporation Excess Long
Term Disability Plan and any amendments thereto.
SECTION 7. "VEBA" means the Union Carbide Corporation Long Term
Disability Plan Voluntary Employees' Beneficiary Associations, which are used to
fund benefits for the LTD Plan.
ARTICLE III
ELIGIBILITY
SECTION 1. An employee will be eligible to receive a Benefit under the
Plan, if, on or after the Effective Date, such employee becomes entitled to
benefits under the LTD Plan and the amount of such employee's benefits under the
LTD Plan are limited because the employee's compensation exceeds the limits
imposed on the VEBA and LTD Plan in accordance with Section 505(b)(7) of the
Code.
3
ARTICLE IV
AMOUNT OF BENEFIT
SECTION 1. The monthly amount of Benefit payable to a participant
shall be the excess, if any, of
(a) the amount of such participant's monthly benefit under the LTD
Plan computed under the provisions of the LTD Plan without regard
to the limitations of Section 505(b)(7) of the Code, but not
exceeding $10,000 per month.
over
(b) the amount of such participant's monthly benefit actually payable
under the LTD Plan computed under the provisions of the LTD Plan
and subject to the limitations of Section 505(b)(7) of the Code.
ARTICLE V
PAYMENTS
SECTION 1. Benefits shall be paid to a participant commencing with the
month in which benefit payments to such participant commence under the LTD Plan,
and shall cease or be suspended at the same time the participant ceases to
receive (or has suspended) benefits under the LTD Plan.
SECTION 2. Benefits shall be paid in the same form, and with the same
adjustments and restrictions, as distributions to the participant from the LTD
Plan.
4
ARTICLE VI
MISCELLANEOUS
SECTION 1. The Administrative Committee of the Retirement Program Plan
for Employees of Union Carbide Corporation and its Participating Subsidiary
Companies and Certain Non-Qualified Employee Benefit Plans of Union Carbide
Corporation shall be the administrator of the Plan and shall be responsible for
the administration and operation of the Plan. The committee may adopt such rules
as it may deem necessary for the proper administration of this Plan and its
decision in all matters involving the interpretation and application of the Plan
shall be final, conclusive, and binding.
SECTION 2. The Corporation may amend or terminate the Plan at any
time, but any such amendment or termination shall not adversely affect the
rights of any participant then receiving Benefits under the Plan.
SECTION 3. Except to the extent required by law, no assignment of the
rights and interests of a participant or survivor under the Plan shall be
permitted, nor shall such rights be subject to attachment or other legal process
or debts.
SECTION 4. The rights of a participant shall be solely those of an
unsecured creditor of the Corporation. Any asset acquired by the Corporation in
connection with the obligations assumed by it hereunder shall not be deemed to
be held under any trust for the benefit of a participant or to be security for
the performance of the obligations of the Corporation, but shall be, and remain,
a general, unpledged, unrestricted asset of the Corporation.
SECTION 5. Nothing contained in this Plan and no action taken pursuant
to the provisions of this Plan shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Corporation and a participant.
5
SECTION 6. Nothing contained in the Plan shall give any participant
the right to continue in the employment of the Corporation, or affect the right
of the Corporation to discharge a participant.
SECTION 7. The Plan shall be construed and governed in accordance with
the laws of the State of New York.
UNION CARBIDE CORPORATION
By: /s/M. A. Kessinger