Exhibit 10.33
UCAR INTERNATIONAL INC.
OFFICERS INCENTIVE PLAN
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(Restated as of May 7, 1996 with Amendments
Effective as of January 1, 1996)
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TABLE OF CONTENTS
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TITLE PAGE
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SECTION 1: PURPOSE..................................................... 1
SECTION 2: EFFECTIVE DATE AND DURATION OF THE PLAN..................... 1
SECTION 3: DEFINITIONS................................................. 1
SECTION 4: ADMINISTRATION.............................................. 3
SECTION 5: AWARDS...................................................... 3
SECTION 6: TERMINATION OF EMPLOYMENT................................... 4
SECTION 7: BENEFICIARY DESIGNATION..................................... 4
SECTION 8: CHANGE OF POSITION DURING A PLAN YEAR....................... 5
SECTION 9: GENERAL PROVISIONS.......................................... 5
SECTION 10: AMENDMENT, SUSPENSION OR TERMINATION........................ 6
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UCAR INTERNATIONAL INC.
OFFICERS INCENTIVE PLAN
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SECTION 1: PURPOSE
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The purpose of the Plan is to: (1) provide incentives and rewards
to Officers of the Corporation; (b) assist the Corporation in attracting,
retaining, and motivating officers of high caliber and experience; and (c) make
the Corporation's compensation program competitive with those of other major
employers.
SECTION 2: EFFECTIVE DATE AND DURATION OF THE PLAN
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This Plan constitutes an amendment and restatement of the UCAR
International Inc. Annual Incentive Compensation Plan that was previously
established as of January 1, 1991 (as the 1991 UCAR Carbon Company Inc. Bonus
Plan). This amended and restated Plan shall be effective as of January 1, 1996.
SECTION 3: DEFINITIONS
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3.1 "Award" shall mean the amount of annual incentive
compensation authorized by the Board to be payable to a Participant under the
Plan for a Plan Year.
3.2 Beneficiary" shall mean a Participant's deemed beneficiary
pursuant to Section 7 hereof.
3.3 "Board" shall mean the Board of Directors of UCAR
International Inc.
3.4 "Controlled Affiliates" shall mean UCAR International Inc.
and each of its direct or indirect subsidiaries and affiliates.
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3.5 "Corporation" shall mean UCAR International Inc. and its
Controlled Affiliates.
3.6 "Disability" or "Disabled" shall mean a Participant's
inability to engage in any substantial gainful activity because of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted, or can be expected to last, for a continuous period
of six (6) months or longer.
3.7 "Officer" shall mean any officer of the Corporation.
3.8 "Participant" shall mean any Officer authorized by the Board
to participate in the Plan.
3.9 "Plan" shall mean this UCAR International Inc. Officers
Incentive Plan, as it may be amended from time to time.
3.10 "Plan Year" shall mean the calendar year.
3.11 "Retirement" shall mean termination of employment by the
Corporation, or by a Controlled Affiliate participating in the Plan, with the
rights under the UCAR Carbon Retirement Plan to receive a non-actuarially
reduced pension immediately upon separation from service. If a Participant does
not participate in the UCAR Carbon Retirement Plan, "Retirement" means
termination of employment after (i) attaining age 65, (ii) attaining age 62 and
completing at least 10 years of employment, or (iii) having accumulated 85
points, where each year of age and each year of employment count for one point.
3.12 "Savings Plan" shall mean the UCAR Carbon Savings Plan.
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SECTION 4: ADMINISTRATION
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4.1 The Plan shall be administered by the Board, which shall have
full power and authority to construe and interpret the Plan, establish and amend
administrative regulations to further the purpose of the Plan, select or
authorize the selection of Participants, authorize Awards, and take any other
action necessary to administer the Plan. The Board's decisions, actions, and
interpretations regarding the Plan shall be final and binding upon all
Participants and Beneficiaries.
SECTION 5: AWARDS
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5.1 The Board may authorize for each Plan Year a maximum amount
to be awarded under the Plan. The Board, in its discretion, may authorize the
payment of Awards in cash, stock, or a combination thereof.
5.2 The Board may authorize Awards in such amounts and to such
Participants as the Board in its discretion may determine.
5.3 The Board shall authorize Awards to Participants for a Plan
Year at such time after the end of such Plan Year as the Board in its discretion
may determine. The Board reserves the right to defer payment of some or all
Awards, in whole or in part, upon such terms and conditions as the Board in its
discretion may determine. The Board's decision regarding the deferral of an
award shall be final and binding on all Participants and Beneficiaries.
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SECTION 6: TERMINATION OF EMPLOYMENT
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6.1 If a Participant's employment with the Corporation is
terminated during a Plan Year, by the Corporation without cause, or because of
the death, Disability or Retirement of the Participant, then the Award to such
Participant shall equal the amount which would have been granted to such
Participant under the Plan had such Participant's employment with the
Corporation not been terminated, multiplied by a fraction the numerator of which
is the number of months during such Plan Year that such Participant was employed
by the Corporation and the denominator of which is 12.
6.2 If a Participant's employment with the Corporation is
terminated during a Plan Year, by the Corporation for cause, or for any reason
other than death, Disability or Retirement, then such Participant shall not be
entitled to an Award for such Plan Year. The Board may, however, in its
discretion, determine that it is in the best interests of the Corporation to
authorize an Award to such Participant. If the Board shall so authorize an
Award, then such Award shall be determined pursuant to the guidelines set forth
in section 6.1.
6.3 A Participant whose employment with the Corporation is
terminated for any reason shall be deemed to have terminated employment with the
Corporation on the last day of the month in which the termination occurs.
SECTION 7: BENEFICIARY DESIGNATION
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7.1 The beneficiary or beneficiaries designated by the
Participant or deemed to have been designated by the Participant under the
Savings Plan shall be deemed to be the Participant's Beneficiary and a deceased
Participant's unpaid Award shall be paid to
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the Beneficiary. If a Participant does not participate in the Savings Plan or if
a Participant does participate in the Savings Plan and has not designated or
been deemed to have designated a beneficiary thereunder, then a deceased
Participant's unpaid Award shall be distributed to the Participant's estate. If
a Beneficiary does not survive the Participant, then the deceased Participant's
unpaid Award shall be distributed to the Participant's estate. If the
Beneficiary of a deceased Participant survives the Participant, and dies before
such Participant's Award is distributed, then such unpaid Award shall be
distributed to the Beneficiary's estate.
SECTION 8: CHANGE OF POSITION DURING A PLAN YEAR
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8.1 If a Participant is reassigned to a different position within
the Plan during a Plan Year, the total Award will be determined proportionally
based on the relative performance and time in each position.
SECTION 9: GENERAL PROVISIONS
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9.1 A Participant may not assign an Award without the Board's
prior written consent. Any attempted assignment without such consent shall be
null and void. For purposes of this paragraph, any designation of, or payment
to, a Beneficiary shall not be deemed an assignment.
9.2 The Plan is intended to constitute an unfunded incentive
compensation arrangement for a select group of key personnel. Nothing contained
in the Plan, and no action taken pursuant to the Plan, shall create or be
construed to create a trust of any kind. A Participant's right to receive an
Award shall be no greater than the right of an unsecured
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general creditor of the Corporation. All Awards shall be paid from the general
funds of the Corporation and no special or separate fund shall be established
and no segregation of assets shall be made to assure payment of such Awards.
9.3 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.
9.4 The Plan shall be construed and governed in accordance with
the laws of the State of Connecticut.
SECTION 10: AMENDMENT, SUSPENSION OR TERMINATION
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10.1 The Board reserves the right to amend, suspend, or terminate
the Plan at any time; provided however, that any amendment, suspension or
termination shall not adversely affect the rights of Participants or
Beneficiaries to receive Awards granted prior to such action.
UCAR INTERNATIONAL INC.
Dated: May 7, 1996 By: /s/ Peter B. Mancino
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