Exhibit 10.5.1
1984 UNION CARBIDE CASH BONUS DEFERRAL PROGRAM
Section 1: Purpose
Section 5.3 of the 1984 Union Carbide Cash Bonus Plan
(the "1984 Plan") provides that the Committee administering the
1984 Plan may defer payment of some or all cash bonus awards, and
upon such terms and conditions, as the Committee in its
discretion may determine. The purpose of the 1984 Union Carbide
Cash Bonus Deferral Program (the "Program") is to provide a
procedure, as authorized by the 1984 Plan, by which potential
recipients of bonus awards may annually elect in advance to defer
a portion or all of their bonus awards under the 1984 Plan. The
Program shall be effective for the five calendar years 1984
through 1988.
Section 2: Definitions
2.1: "Beneficiary" means the person, persons or estate
entitled (as determined under Section 7) to receive payment under
the Program following a Participant's death.
2.2: "Committee" means the Compensation and Management
Development Committee from time to time serving and appointed by
the Board of Directors of the Corporation.
2.3: "Corporation" means Union Carbide Corporation, a
New York corporation, and any successor thereof by merger,
consolidation or otherwise.
2.4: "Date of Deferral" means the date on which the
Corporation issues checks for bonus awards for a given Service
Year.
2.5: "Disability" means a Participant's total physical
or mental inability to perform any work for compensation or
profit in any occupation for which the Participant is reasonably
qualified by reason of training, education or ability, and which
inability is adjudged to be permanent, as determined by the
Committee.
2.6: "Employee" means a person who is a common law
employee of the Corporation or one of its subsidiary corporations
and "Eligible Employee" means a person who is an Eligible
Employee within the meaning of the 1984 Plan.
2.7: "Participant" means an Eligible Employee who
elects in advance under the Program to defer a portion or all of
the employee's bonus award for a given Service Year under the
1984 Plan, if one were to be paid to that employee for that year,
and who is in fact subsequently awarded a bonus for that year,
payable during the following year on the Date of Deferral.
2.8: "Retirement Date" means the earliest date on which
a Participant could have retired with the right to receive
immediately a non-actuarially reduced pension under the
Corporation's Retirement Program.
2.9: "Service Year" means one of the calendar years 1984
through 1988, as to which an election may be made in accordance
with Section 5, and in respect of which a bonus may be paid
during the following year on the Date of Deferral.
Section 3: Administration
The Committee shall supervise the administration and
interpretation of the Program, may establish administrative
regulations to further the purpose of the Program and shall take
any other action necessary to the proper operation of the
Program. All decisions and acts of the Committee shall be final
and binding upon all Participants, their Beneficiaries and all
other persons.
Section 4: Eligibility To Participate
To be eligible to participate in the Program for a
given Service Year, a person must have become an Eligible
Employee not later than the day on or before which Eligible
Employees must make the election provided for in Section 5 for
that Service Year, reach the age of 40 on or before the last day
of that Service Year and be living on the Date of Deferral for
that Service Year.
Section 5: Election To Participate
5.1: Participation in Program for Service Year 1984.
On and after October 24, 1984, Eligible Employees shall be
informed of the opportunity to participate in the Program for the
1984 Service Year, and the terms and conditions of participation.
An Eligible Employee choosing to participate for the 1984
Service Year must make an irrevocable election to do so not later
than November 21, 1984 and otherwise in accordance with such
procedures as may be established.
5.2: Participation in Program for Service Years 1985
through 1988. During each of the years 1984 through 1987,
Eligible Employees shall be informed of the opportunity to
participate in the Program for the Service Year immediately
following, and the terms and conditions of participation. An
Eligible Employee choosing to participate must make an
irrevocable election to do so on or before the day designated by
the Committee and in any event prior to the first day of the
Service Year, and otherwise in accordance with such procedures as
may be established.
5.3: Effective Date of Participation. While an
election shall be irrevocable when made, participation, and the
right to receive payment under the Program, shall become
effective only on the Date of Deferral and only if, on such date,
the Eligible Employee receives a cash bonus under the 1984 Plan
(or would have received a cash bonus but for an election to defer
under the Program).
Section 6: Payments to Participants and Beneficiaries
6.1: Normal Payments. A Participant who remains an
Employee at least until the Participant's Retirement Date shall
be entitled to 15 annual Normal Payments, commencing within 120
days following the latest of:
(a) the date of actual retirement,
(b) the Participant's 65th birthday, or
(c) 10 years following the Date of Deferral.
Unless the Participant elects the Alternate Payments provided for
by Section 6.2, payments shall be made in accordance with a
payment table established by the Committee for each Service Year
and communicated to Eligible Employees at the time they are
offered the opportunity to participate in the Program for that
year. The payment table attached as Exhibit A shall apply to the
deferral of cash bonus awards in respect of the 1984 and 1985
Service Years.
6.2: Alternate Payments. In lieu of the Normal
Payments provided for by Section 6.1, a Participant who remains
an Employee at least until the Participant's Retirement Date and
who irrevocably so elects at the time the applicable election to
participate is made, shall be entitled to 15 annual Alternate
Payments, commencing within 120 days following the latest of:
(a) the date of actual retirement,
(b) the Participant's 62nd birthday, or
(c) seven years following the Date of
Deferral.
Alternate Payments may not commence more than 36 months earlier
than Normal Payments would have commenced. If Alternate Payments
commence earlier than Normal Payments would have commenced, the
Alternate Payments shall be the amount of the applicable Normal
Payments reduced by .4167 percent (.004167) for each month of
early commencement.
6.3: Payment Dates of Annual Payments after the
Initial Payment. All annual Normal or Alternate Payments after
the initial payment shall be made on April 1, commencing on the
April 1 next following the date the initial payment was due in
accordance with Section 6.1 or 6.2.
6.4: Payments upon Disability. A Participant
determined by the Committee to have suffered a Disability (as
defined in Section 2.5) while an Employee shall be entitled to 15
annual Normal Payments (or 15 annual Alternate Payments if the
Participant so elected). Such payments shall commence and
continue at the times provided in Sections 6.1, 6.2 or 6.3, as if
the Participant had actually retired on the Participant's
Retirement Date.
6.5: Payments upon Death. If a Participant already
receiving payments under Sections 6.1, 6.2 or 6.4 dies at any
time before having received 15 annual (Normal or Alternate)
Payments, the remaining payments shall be made, as they become
due, to the Participant's Beneficiary. If death occurs before
annual payments to the Participant commence, the Participant's
Beneficiary shall receive 15 annual Normal Payments (any election
to receive Alternate Payments shall be disregarded), commencing
within 120 days following the Participant's death. Annual
payments after the initial payment shall be made on April 1,
commencing on the April 1 next following the date the initial
payment was made.
6.6: Committee's Right To Commute Annual Payments in
respect of One or More Service Years. The Committee, in its
discretion, may decide to make lump sum payments to all
Participants, in respect of a particular Service Year, in lieu of
the annual (Normal or Alternate) payments provided for in
Sections 6.1, 6.2, 6.4 or 6.5. In such event, a Participant or
Beneficiary who is already receiving Normal or Alternate Payments
in respect of that Service Year shall receive a lump sum payment
in lieu of annual payments equal to the present value of the
amount remaining to be paid to the Participant or Beneficiary
under the Program, using as a discount factor the rate of return
applicable to the Participant's age on the last day of that
Service Year, provided in the payment table applicable to that
Service Year. Such lump sum payments shall be computed as of a
date to be determined by the Committee in its discretion, and
shall be paid within 120 days thereafter. A Participant who has
not already become entitled to payment for that Service Year, as
described in Section 6.9, or who has become entitled to payment
but has not received the initial payment, shall receive, in lieu
of any other payment under the Program, a lump sum payment,
discounted as in the case of Participants who are already
receiving annual payments, within 120 days after the date the
Participant would have received the initial payment.
6.7: Payment upon Termination of Employment. A
Participant whose employment by the Corporation terminates, for
any reason other than (a) retirement on or after the
Participant's Retirement Date, (b) death, (c) Disability, (d) the
reason set forth in the next sentence, or (e) a reason approved
by the Committee, shall receive, within 120 days following the
effective date of termination of employment, a lump sum payment,
in lieu of any other payment under the Program, equal to the
amount of bonus award or awards deferred, plus interest thereon
from the April 1 following the applicable Service Year or Service
Years to the date of payment at the rate of six per cent per
year, compounded annually. A Participant whose employment is
terminated by the Corporation for willful failure to perform the
normal duties of employment, or for an act of dishonesty in
connection with such Participant's employment, shall receive,
within 120 days following the effective date of termination of
employment, a lump sum payment, in lieu of any other payment
under the Program, equal to the amount of bonus award or awards
deferred.
6.8: Payments upon Program Termination. The
Corporation may terminate the Program at any time if the
Committee, in its sole discretion, determines that changes in
Federal or state law, changes in general economic conditions or
changes in the financial condition of the Corporation render
continuation of the Program undesirable. In such event, each
Participant or Beneficiary who has, on or before the effective
date of Program termination, already become entitled to payment
under the Program, as described in Section 6.9, shall receive the
payments to which such person was entitled under the Program,
unless the Committee, in its discretion, upon Program termination
or at any time thereafter, decides to make lump sum payments in
lieu of annual payments equal to the present value of such
payments, using as discount factors the rates of return,
applicable to Participants' ages on the last days of the
applicable Service Years, provided in the applicable payment
tables. Such lump sum payments shall be computed as of a date to
be determined by the Committee in its discretion, and shall be
paid within 120 days thereafter. Each other Participant or
Beneficiary shall receive, within 120 days following the
effective date of Program termination (to be determined by the
Committee), in lieu of any other payment under the Program, a
lump sum payment to be determined by the Committee and at least
equal to the sum of (i) the amount of bonus award or awards
deferred and (ii) interest thereon from the April 1 following the
applicable Service Year to the date of payment at the rate of six
per cent per year, compounded annually.
6.9: Meaning of "already become entitled to payment."
The phrase "already become entitled to payment" used in Sections
6.6 and 6.8 means that
(i) A Participant has retired on or after the
Participant's Retirement Date, but the
payments provided for by Sections
6.1 or 6.2 have not all been made,
(ii) A Participant has been determined by the
Committee to have suffered a Disability,
but the payments provided for by Section
6.4 have not all been made,
(iii) A Participant has died, but the payments
provided for by Section 6.5 have not all
been made, or
(iv) A Participant's employment with the
Corporation has terminated, but the
payment provided for by Section 6.7 has
not been made.
6.10: Reduction of Payments. All payments under the
Program shall be reduced by amounts the Corporation is required
to withhold under applicable law.
Section 7: Beneficiaries
A Participant may at any time and from time to time
prior to death designate one or more Beneficiaries to receive
payments to be made following the Participant's death. If no
such designation is on file with the Corporation at the time of a
Participant's death, the Participant's Beneficiary shall be the
beneficiary or beneficiaries named in the beneficiary designation
most recently filed by the Participant with the Corporation under
The Savings Plan for Employees of Union Carbide Corporation and
Participating Subsidiary Companies. If the Participant has not
effectively designated a beneficiary under such Savings Plan, or
if no beneficiary so designated has survived the Participant, the
Participant's Beneficiary shall be the beneficiary or
beneficiaries named in the beneficiary designation most recently
filed by the Participant with the Corporation under the 401(k)
Opportunity Plan for Salaried Employees of Union Carbide
Corporation. If the Participant has not effectively designated a
beneficiary under either such Plan, or no beneficiary so
designated has survived the Participant, the Participant's
Beneficiary shall be the Participant's surviving spouse, or, if
no spouse has survived the Participant, the estate of the
deceased Participant. If an individual Beneficiary cannot be
located for a period of one year following the Participant's
death, despite mail notification to the Beneficiary's last known
address, and if the Beneficiary has not made a written claim for
benefits within such period to the Committee, the Beneficiary
shall be treated as having predeceased the Participant. The
Committee may require such proof of death and such evidence of
the right of any person to receive all or part of the benefit of
a deceased Participant as the Committee may consider to be
appropriate. The Committee may rely upon any direction by the
legal representatives of the estate of a deceased Participant,
without liability to any other person.
Section 8: General Provisions
8.1: Prohibition of Assignment or Transfer. Any
assignment, hypothecation, pledge or transfer of a Participant's
or Beneficiary's right to receive payments under the Program
shall be null and void and shall be disregarded.
8.2: Program Not To Be Funded. The Corporation is not
required to, and will not, for the purpose of funding the
Program, segregate any monies from its general funds, create any
trusts, or make any special deposits, and the right of a
Participant or Beneficiary to receive a payment under the Program
shall be no greater than the right of an unsecured general
creditor of the Corporation.
8.3: Effect of Participation. Neither selection as an
Eligible Employee, nor an election to participate or
participation in the Program, shall entitle an Eligible Employee
to receive a bonus award under the 1984 Plan, or affect the
Corporation's right to discharge an Eligible Employee or a
Participant.
8.4: Medical Examinations. An Eligible Employee
making an election under Section 5 may be required, for the
Service Year as to which an election has been made, to submit to
a physical examination in connection with that election. If an
electing Eligible Employee refuses to submit to such an
examination, the Committee may, in its discretion, on or before
the applicable Date of Deferral, cancel the Employee's
participation in the Program for that Service Year.
8.5: Communications To Be in Writing. All elections,
requests and communications to the Corporation from Participants
and Beneficiaries, and all communications to such persons from
the Corporation, shall be in writing, and in such form and
manner, and within such time, as the Corporation shall determine.
8.6: Absence of Liability. No officer, director or
employee of the Corporation shall be personally liable for any
act or omission to act, under the Program, of any other person,
or, except in circumstances involving bad faith, for such
officer's, director's or employee's own act or omission to act.
8.7: Titles for Reference Only. The titles given
herein to Sections and subsections are for reference only and are
not to be used to interpret the provisions of the Program.
8.8: New York Law To Govern. All questions pertaining
to the construction, regulation, validity and effect of the
provisions of the Program shall be determined in accordance with
New York law.
8.9: Amendment. The Corporation may at any time amend
the Program, as set forth herein, but no amendment may be adopted
which alters the payments due Participants or Beneficiaries, or
the times at which payments are due, without the consent of each
Participant affected by the amendment and of each Beneficiary (of
a then deceased Participant) affected by the amendment.
EXHIBIT A
Payment Table for 1984 and 1985 Service Years
Approximate
Rate of Return
Age on the Annual 15-Year Calculated through
Last Day of Payment for Each Receipt of the
the Service $1,000 of Bonus Total of Last of 15
Year Award Deferred Annual Payments Annual Payments
40 2,721 40,815 12.75
41 2,445 36,675 12.80
42 2,194 32,910 12.85
43 1,968 29,520 12.90
44 1,763 26,445 12.95
45 1,578 23,670 13.00
46 1,411 21,165 13.05
47 1,261 18,915 13.10
48 1,126 16,890 13.15
49 1,004 15,060 13.20
50 895 13,425 13.25
51 797 11,955 13.30
52 709 10,635 13.35
53 630 9,450 13.40
54 559 8,385 13.45
55 or older 496 7,440 13.50
1984 UNION CARBIDE CASH BONUS DEFERRAL PROGRAM
Table of Contents
Section 1: Purpose 1
Section 2: Definitions 1
2.1: Beneficiary 1
2.2: Committee 1
2.3: Corporation 1
2.4: Date of Deferral 1
2.5: Disability 1
2.6: Employee and Eligible Employee 1
2.7: Participant 1
2.8: Retirement Date 2
2.9: Service Year 2
Section 3: Administration 2
Section 4: Eligibility To Participate 2
Section 5: Election To Participate 2
5.1: Participation in Program for Service
Year 1984 2
5.2: Participation in Program for Service
Years 1985 through 1988 2
5.3: Effective Date of Participation 3
Section 6: Payments to Participants
and Beneficiaries 3
6.1: Normal Payments 3
6.2: Alternate Payments 3
6.3: Payment Dates of Annual Payments
after the Initial Payment 4
6.4: Payments upon Disability 4
6.5: Payments upon Death 4
6.6: Committee's Right To Commute Annual
Payments in respect of One or
More Service Years 4
6.7: Payment upon Termination of
Employment 5
6.8: Payments upon Program Termination 5
6.9: Meaning of "already become
entitled to payment" 6
6.10: Reduction of Payments 6
Section 7: Beneficiaries 6
Section 8: General Provisions 7
8.1: Prohibition of Assignment
or Transfer 7
8.2: Program Not To Be Funded 7
8.3: Effect of Participation 7
8.4: Medical Examinations 7
8.5: Communications To Be in Writing 7
8.6: Absence of Liability 7
8.7: Titles for Reference Only 8
8.8: New York Law To Govern 8
8.9: Amendment 8