EXHIBIT 10.27
UNION CARBIDE CORPORATION
NON-EMPLOYEE DIRECTORS'
RETIREMENT PLAN
TABLE OF CONTENTS
Section Title Page
1 Purpose 1
2 Definitions 1
3 Administration 2
4 Participation 2
5 Retirement Benefits 3
6 Death Benefits 5
7 Amendment, Suspensions
or Termination 5
8 General 5
UNION CARBIDE CORPORATION
NON-EMPLOYEE DIRECTORS'
RETIREMENT PLAN
Section 1: Purpose. The purpose of the Union Carbide
Corporation Non-Employee Directors' Retirement Plan (hereinafter
referred to as the "Plan") is to provide an additional incentive
for Non-Employee Directors to continue in service to the
Corporation and to attract future Non-Employee Directors to the
Corporation.
Section 2: Definitions. Unless the context clearly
requires a different meaning, the following words shall have the
following meanings when used herein.
(a) "Annual Basic Benefit" means the benefit described
in Section 5.2.
(b) "Benefit Period" means the period described in
Section 5.3.
(c) "Board" means the Board of Directors of the
Corporation.
(d) "Corporation" means Union Carbide Corporation.
(e) "Disability" means a disability of such a nature
that it prevents a Director from performing his or her duties as
a Director for the Corporation.
(f) "Effective Date" means January 1, 1991.
(g) "Non-Employee Director" or "Director" means a member
or former member of the Board who is not considered as an
employee by the Corporation or any Subsidiary.
(h) "Plan Year" means the calendar year.
(i) "Retainer" means the annual base fee as adjusted
from time to time, paid to members of the Board as compensation
for their service. Such term excludes (in addition to any other
excludable amounts) (i) any additional fees paid for attendance
at any meeting of the Board or a committee thereof, or chairing
any committee, (ii) any stock awards paid to a Director, and
(iii) any reimbursement of expenses paid to a Director.
(j) "Subsidiary" means any corporation of which more
than 50% of the voting stock is owned directly or indirectly by
the Corporation.
(k) "Surviving Spouse Benefit" means the benefit, if
any, payable under Section 5.4.
(l) "Year of Service" means a Plan Year or any calendar
year prior to the Effective Date during which a Non-Employee
Director served as a member of the Board throughout the entirety
of such year. Only years as a Non-Employee Director shall count
as Years of Service for purposes of this Plan.
Section 3: Administration. This Plan shall be administered
by the Nominating Committee (hereinafter referred to as the
"Committee") of the Board of Directors or such other committee as
the Board shall designate. The Committee shall have full
discretionary authority to interpret the Plan, establish
administrative regulations to further the purpose of the Plan and
take any other action necessary to the proper operation of the
Plan. All decisions and acts of the Committee shall be final and
binding upon all Participants.
Section 4: Participation. Each non-employee who is a
Non-Employee Director of the Corporation on the Effective Date of
the Plan or who thereafter becomes a Non-Employee Director of the
Corporation shall be a Participant in the Plan (herein referred
to as a "Participant").
Section 5: Annual Basic Benefits.
5.1. Eligibility. To receive an Annual Basic Benefit
under the Plan, a Non-Employee Director must: (1) have completed
at least five (5) Years of Service as a Non-Employee Director;
and (2) no longer serve as a Non-Employee Director of the
Corporation.
5.2. Amount of Benefits. The annual amount of a
Non-Employee Director's Annual Basic Benefit shall equal
one-hundred percent (100%) of the Retainer in effect at the time
the Non-Employee Director terminates service as a Non-Employee
Director.
5.3 Benefit Period. A Non-Employee Director's Benefit
Period shall be his or her life expectancy and shall commence at
the later of (i) age 65, or (ii) termination of service with the
Corporation.
5.4 Surviving Spouse Benefit. Upon the death of a
Non-Employee Director prior to termination of service with the
Corporation, and provided the Non-Employee Director had completed
five (5) Years of Service as a Non-Employee Director, a benefit
equal to fifty percent (50%) of the Retainer in effect at the
time the Non-Employee Director dies shall be paid to his or her
surviving spouse, if any, for a period of ten (10) years. There
shall be no benefits payable on behalf of a Non-Employee Director
or any beneficiary subsequent to his or her death if such
Non-Employee Director has no surviving spouse.
5.5 Payment of Benefit. Within thirty (30) days after
a Non-Employee Director becomes eligible for benefits under the
Plan, the Corporation shall pay such Non-Employee Director a lump
sum payment equal to the then net present value of the Annual
Basic Benefit for the Benefit Period.
The Surviving Spouse Benefit payable in accordance with
Section 5.4 shall be paid to the surviving spouse within thirty
(30) days of the date of the Non-Employee Director's death, in a
lump sum payment equal to the then net present value of the
Surviving Spouse Benefit.
5.6 Net Present Value. For purposes of Section 5.5,
net present value shall be determined using (i) the discount rate
of interest established by the Pension Benefit Guaranty
Corporation as in effect thirty (30) days prior to the time of
distribution of the Non-Employee Director's retirement benefit or
the Surviving Spouse Benefit, as applicable, and (ii) the 1983
Group Annuity Mortality Table.
5.7. Disability or Death. If any Non-Employee
Director terminates service as a Non-Employee Director before
completing five (5) Years of Service as a result of a Disability
or death, notwithstanding the requirements of Section 5.1, the
Committee may authorize a benefit to be paid to such Non-Employee
Director or the surviving spouse under this Plan.
Section 6: Assignment and Alienation of Benefits. No
retirement benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, transfer, pledge,
encumbrance, or charge, and any attempt to anticipate, alienate,
sell, assign, transfer, pledge, encumber, or charge the same
shall be void. No rights or benefits hereunder shall in any
manner be liable for or be subject to the debts, contracts,
liabilities, engagements, or torts of the person entitled to such
benefit and, to the extent permitted by law, the rights of any
Non-Employee Director shall not be subject in any manner to
attachment or other legal process for the debts of such
Non-Employee Director.
Section 7: Amendment, Suspensions or Termination. The
Board of Directors may amend, suspend or terminate the Plan at
any time; provided, however, that no such termination of the Plan
shall alter or impair the rights of a Non-Employee Director to
receive a benefit under the Plan if such Non-Employee Director
would be eligible to receive a benefit at the time of termination
but for the Director's continuing to serve as a Non-Employee
Director at the time of such Plan termination.
Section 8: General
8.1. Nothing in the Plan shall be deemed to confer
upon any Non-Employee Director any right to continued service as
director of the Corporation or any Subsidiary or affect any right
of the Corporation or a Subsidiary, acting through their Board of
Directors or otherwise, to terminate or otherwise affect the
service of such Non-Employee Director.
8.2. The Plan shall be interpreted in accordance with,
and the enforcement of the Plan shall be governed by, the laws of
the State of New York.
8.3. All costs and expenses incurred in the operation
and administration of this Plan shall be borne by the
Corporation.
8.4. This Plan is intended to be administered as an
unfunded employee benefit plan established and maintained
primarily for the purpose of providing deferred compensation for
a select group of Management or highly compensated employees
within the meaning of Section 201(2) of the Employee Retirement
Income Security Act of 1974, as amended.