Exhibit 10.45
EQUALIZATION BENEFIT PLAN
FOR PARTICIPANTS OF THE
UCAR CARBON RETIREMENT PLAN
(Restated as of May 7, 1996 with Amendments
Effective as of January 1, 1996)
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EQUALIZATION BENEFIT PLAN
FOR PARTICIPANTS OF THE
UCAR CARBON RETIREMENT PLAN
General
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This is an Equalization Benefit Plan for the participants of the
UCAR Carbon Retirement Plan who retire, or who have retired, under the said
Retirement Plan and the spouses of such participants.
This Plan is completely separate from the UCAR Carbon Retirement
Plan. Furthermore, this Plan is not funded for purposes of Title I of the
Employee Retirement Income Security Act of 1974 or qualified for special tax
treatment under the Internal Revenue Code. The purpose of this Plan is to
restore retirement benefit payments to those participants, and to the spouses of
such participants, who retire under the UCAR Carbon Retirement Plan, and whose
retirement benefits are, or will be, reduced by the limitations imposed by
Section 415 of the Internal Revenue Code, of 1986, as from time to time amended.
ARTICLE I
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Any participant in the UCAR Carbon Retirement Plan (the
"Retirement Plan") who retires or who has retired under the Retirement Plan, or
such participant's spouse, shall be entitled to a benefit, payable hereunder in
accordance with Article II of this Plan, equal to the excess, if any, of
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(a) the amount of such participant's or surviving spouse's annual
benefit under the Retirement Plan computed under the provisions of the
Retirement Plan without regard to the limitations of Section 415 of the Internal
Revenue Code,
over
(b) the amount of such participant's or surviving spouse's annual
benefit actually payable for each year under the Retirement Plan computed under
the provisions of the Retirement Plan and subject to the above mentioned
limitations of Section 415 of the Internal Revenue Code.
Benefits payable under this Plan shall be payable to a
participant and the participant's spouse in the same manner and subject to all
the same options, conditions, privileges and restrictions as are applicable to
the benefits payable to a participant or to a spouse of a participant under the
Retirement Plan.
ARTICLE II
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The benefits under this Plan shall become payable when a
participant retires and begins to receive payments or to a retired participant
or spouse receiving payments under the Retirement Plan, and shall be payable in
the same manner and at the same time as the participant's or spouse's benefits
under the Retirement Plan are paid. Notwithstanding the preceding sentence, for
employees retiring after January 1, 1994, such employees may elect that their
benefits under this Plan shall be paid in a lump sum payment as soon as
administratively practical, but no earlier than January 1 of the calendar year
immediately following such election. The lump sum payment shall be calculated
using an interest rate and mortality table determined by the Organization and
Compensation Committee of the
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Board of Directors of the Corporation. The Corporation may amend or terminate
this plan at any time, but any such amendment or termination shall not adversely
affect the rights of any participant or spouse then receiving benefits under
this Plan, or the rights of any employee who is eligible to receive a Vested
Retirement Benefit under the Retirement Plan.
Except to the extent required by law, no assignment of the rights
and interests of a participant or spouse under this Plan will be permitted nor
shall such rights be subject to attachment or other legal processes for debts.
At all times the participant's or spouse's relationship to the Plan is that of
an unsecured general creditor.
The Corporation may satisfy all or any part of its obligation to
provide benefits hereunder by purchasing, and distributing to a participant or
spouse, an annuity from an insurance carrier to provide such benefits.
UCAR CARBON COMPANY INC.
Dated: May 7, 1996 By: /s/ Peter B. Mancino
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