Exhibit 10.22
The Mid-Career Hire Plan for Employees
of Union Carbide Corporation and Its
Participating Subsidiary Companies
General
This Mid-Career Hire Plan for Employees of Union Carbide
Corporation and Its Participating Subsidiary Companies (the "Plan") has
been established primarily for the purpose of providing additional
retirement benefits for a select group of management or highly
compensated employees who were employed by the Corporation or
participating subsidiaries in mid-career. Specifically, the purpose of
this Plan is to provide for increased retirement benefits to eligible
employees in the event of a Change in Control of the Corporation. This
Plan is completely separate from the Retirement Program, is unfunded for
purposes of Title I of the Employee Retirement Income Security Act of
1974, and is not qualified for special tax treatment under the Internal
Revenue Code of 1986, as amended.
ARTICLE I
ELIGIBILITY
Employees eligible for participation in the Plan are those
individuals selected for inclusion in the Plan by the Vice President-
Human Resources of the Corporation and approved for inclusion in the
Plan by the Chief Executive Officer of the Corporation. To be
designated for inclusion in the Plan, any such individual must have at
such time (i) attained at least salary grade 19 (or its equivalent),
(ii) be a party to a Severance Compensation Agreement with the
Corporation, and (iii) have less than 85 Points under the Retirement
Program.
ARTICLE II
BENEFITS
In the event of a Change in Control of the Corporation, a
Participant, or a Participant's survivor, as the case may be, shall be
entitled to a benefit payable hereunder in accordance with Article III
of this Plan equal to the excess of:
(a) the amount of such Participant's or survivor's annual benefit,
as the case may be, under the Retirement Program computed under the
provisions of the Retirement Program (without regard to the vesting
provisions) by adding to a Participant's actual Company Service Credit
under the Retirement Program the years of service of the Participant
with the Participant's Prior Employer, but not in excess of the years of
service with a Prior Employer necessary for the Participant to attain 85
Points under the Retirement Program;
over the sum of:
(b) the amount of such Participant's or survivor's annual benefit,
as the case may be, under the provisions of the Retirement Program; and
(c) any pension benefit paid, or payable, to a Participant by the
Participant's Prior Employer (whether under a tax-qualified retirement
plan or otherwise as shall be determined by the Vice-President Human
Resources of the Corporation prior to a Change in Control of the
Corporation).
The amounts set forth in clauses (a) and (b) above shall be
calculated before any addition to a Participant's age and Company
Service Credit pursuant to a Severance Compensation Agreement between
the Participant and the Corporation.
ARTICLE III
PAYMENT OF BENEFITS
The benefits described in Article II shall be calculated and become
payable only when a Participant retires and begins to receive payments
under the Retirement Program and shall be paid in the same form and
manner as the Participant's benefit under the Retirement Program.
Notwithstanding the foregoing, a Participant may elect in the
calendar year in which the Participant retires that payments under the
Plan shall be made either: (i) in a lump sum as of January 1 of the
calendar year following such election, or (ii) in substantially equal
installments over a period of at least 2 but not more than 10 years
commencing as of that date. The lump sum payment or installment
payments described in the preceding sentence shall be calculated using
(a) a discount rate equal to the average of 10 and 20 year Aaa municipal
bonds as published by Moody's or a similar rating service for the third
month prior to the month payments commence, and (b) a mortality table
determined by the administrator for the Plan. The administrator of the
Plan shall determine the procedures for such elections and the time and
method of payments in accordance with this Article III.
ARTICLE IV
DEFINITIONS
A. "Change in Control of the Corporation" shall be deemed to
occur if any of the following circumstances shall occur:
(i) any "person" or "group" within the meaning of Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934 ("Act") becomes the
"beneficial owner" as defined in Rule 13d-3 under the Act of more than
20% of the then outstanding voting securities of the Corporation;
(ii) any "person" or "group" within the meaning of Sections 13(d)
and 14(d)(2) of the Act acquires by proxy or otherwise the right to vote
for the election of directors, for any merger or consolidation of the
Corporation or for any other matter or question with respect to more
than 20% of the then outstanding voting securities of the Corporation;
(iii) if during any period of twenty-four consecutive months,
Present Directors and/or New Directors cease for any reason to
constitute a majority of the Board.
For these purposes, "Present Directors" shall mean individuals
who at the beginning of such consecutive twenty-four month period were
members of the Board and "New Directors" shall mean any director whose
election by the Board or whose nomination for election by the
Corporation's stockholders was approved by a vote of at least two-thirds
of the Directors then still in office who were Present Directors or New
Directors;
(iv) the stockholders of the Corporation approve a plan of complete
liquidation or dissolution of the Corporation; or
(v) there shall be consummated (x) a reorganization, merger or
consolidation of all or substantially all of the assets of the
Corporation (a "Business Combination"), unless, following such Business
Combination, (a) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
outstanding Common Stock of the Corporation and outstanding voting
securities of the Corporation immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled
to vote generally in the election of directors, as the case may be, of
the corporation resulting from such Business Combination (including,
without limitation, a corporation which as a result of such transaction
owns the Corporation or all or substantially all of the Corporation's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior
to such Business Combination of the outstanding Common Stock of the
Corporation and outstanding voting securities of the Corporation, as the
case may be, (b) no Person (excluding any corporation resulting from
such Business Combination or any employee benefit plan (or related
trust) of the Corporation or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 20% or
more of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the combined
voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to
the Business Combination and (c) at least a majority of the members of
the board of directors of the corporation resulting from such Business
Combination were members of the Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or (y) any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Corporation, provided, that the
divestiture of less than substantially all of the assets of the
Corporation in one transaction or a series of related transactions,
whether effected by sale, lease, exchange, spin-off, sale of the stock
or merger of a subsidiary or otherwise, shall not constitute a Change in
Control.
Notwithstanding the foregoing, a Change in Control of the
Corporation shall not be deemed to occur: (A) pursuant to subparagraphs
(i) and (ii) above, solely because twenty percent (20%) or more of the
combined voting power of the Corporation's then outstanding securities
is acquired by one or more employee benefit plans maintained by the
Corporation; or (B) pursuant to subparagraph (v)(y) above, if the Board
determines that any sale, lease, exchange or transfer does not involve
substantially all of the assets of the Corporation.
B. "Company Service Credit" shall have the same meaning as set
forth in the Retirement Program.
C. "Corporation" shall mean Union Carbide Corporation and its
successors.
D. "Participant" shall mean an individual selected and approved
for inclusion in this Plan under Article I.
E. "Points" shall mean the sum of an individual's age and
actual or deemed years of Company Service Credit with the Corporation as
provided in the Retirement Program or under this Plan.
F. "Prior Employer" shall mean the Participant's employer
immediately prior to the Participant's employment by the Corporation,
regardless of length of employment of the Participant by such Prior
Employer. If a Participant was self-employed immediately prior to the
Participant's employment by the Corporation, then such Participant's
Prior Employer shall mean the Participant's employer immediately prior
to such self-employment.
G. "Retirement Program" shall mean the Retirement Program Plan
For Employees of Union Carbide Corporation and Its Participating
Subsidiary Companies and any excess or supplemental pension plans
maintained by the Corporation.
ARTICLE V
MISCELLANEOUS
A. The Vice President-Human Resources of the Corporation, or
his designee, shall administer this Plan. The Vice President-Human
Resources, or his designee, may adopt such rules as such person may deem
necessary for the proper administration of this Plan and such person's
decision in all matters involving the interpretation and application of
the Plan shall be final, conclusive, and binding.
B. The Corporation may amend or terminate this Plan at any time
prior to a Change in Control of the Corporation. After a Change in
Control of the Corporation, no amendment or termination of this Plan
shall be effective with respect to any Participant (or a survivor of
such Participant) unless such Participant, or survivor, consents in
writing thereto.
C. Except to the extent required by law, no assignment of the
rights and interests of a Participant or a survivor of a Participant
under this Plan will be permitted nor shall such rights be subject to
attachment or other legal processes for debts of the Participant or the
Participant's survivor. At all times the Participant's or survivor's
relationship to the Plan is that of an unsecured general creditor.
D. The validity, interpretation, construction and performance
of this Plan shall be governed by the laws of the State New York
(without regard to the choice of laws provisions thereof).