Exhibit 10.21.0
UCAR CARBON
EQUALIZATION BENEFIT PLAN
(Amended and Restated as of March 31, 2003)
EQUALIZATION BENEFIT PLAN
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General
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This is an excess benefit plan for participants in the Retirement Plan who
receive a benefit from the Retirement Plan which is limited by Code Section 415.
This Plan has been established primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees.
Specifically, the purpose of this Plan is to provide a retirement benefit,
equal to the excess of:
(1) the retirement benefit which would be provided by the
Retirement Plan determined without regard to Code Section
415,
over
(2) the retirement benefit actually provided by the Retirement
Plan.
This Plan shall also apply to any participants in the Company's Selective
Severance Program ("SSP") if such participant is otherwise entitled to a benefit
under this Plan.
This Plan is completely separate from the Retirement Plan, the Enhanced
Retirement Income Plan and the Supplemental Retirement Income Plan, is unfunded
for purposes of Title I of the Employee Retirement Income Security Act of 1974,
as amended and is not qualified for special tax treatment under the Code.
ARTICLE I
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Definitions
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Section 1. Unless otherwise defined in this Plan, all defined terms shall
have the same meaning as set forth in the Retirement Plan.
(a) "Code" means the Internal Revenue Code of 1986, as amended.
(b) "Company" means UCAR Carbon Company Inc.
(c) "Compensation Committee" means the Organization, Compensation and
Pension Committee of the Board of Directors of GrafTech International Ltd.
(d) "Enhanced Retirement Income Plan" means the UCAR Carbon Enhanced
Retirement Income Plan, as amended from time to time.
(e) "Equalization Retirement Income" means the benefit payable to a
Participant pursuant to Article IV of this Plan.
(f) "Participant" means an employee of the Company or any other Employer
that has adopted the Retirement Plan for its employees, who is eligible to
participate in the Plan pursuant to Article II.
(g) "Plan" means this UCAR Carbon Equalization Benefit Plan, as amended and
restated as of March 31, 2003, as amended from time to time.
(h) "Retirement Plan" as used in this Plan means the UCAR Carbon Retirement
Plan, as amended from time to time.
(i) "Supplemental Retirement Income Plan" means the UCAR Carbon
Supplemental Retirement Income Plan, as amended from time to time.
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ARTICLE II
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Eligibility
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Section 1. A Participant, or survivor of a Participant who has not declined
the coverage of a survivor's benefit under the Retirement Plan shall be eligible
to participate in this Plan if such Participant receives a retirement benefit
from the Retirement Plan which is limited by Code Section 415.
Section 2. An individual shall also be a Participant in this Plan if he or
she is a participant in the SSP and is entitled to a benefit under this Plan
pursuant to Section 1 above.
Section 3. Effective March 31, 2003, no additional Participants shall be
added to the Plan.
ARTICLE III
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Administration
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Section 1. (a) The Compensation Committee shall have the authority to
administer this Plan. The Compensation Committee may adopt such rules as it may
deem necessary for the proper administration of this Plan and its decision in
all matters involving the interpretation and application of the Plan shall be
final, conclusive, and binding on all parties.
(b) The Compensation Committee may, in its sole discretion, designate any
person(s) or committee to administer this Plan. To the extent provided by the
Compensation Committee, such person(s) or committee designated to administer
this Plan shall have the same powers and responsibilities as the Compensation
Committee.
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ARTICLE IV
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Amount of Benefit
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Section 1. (a) The monthly amount of Equalization Retirement Income payable
to a Participant shall be the excess, if any, of:
(i) the Participant's monthly retirement benefit, computed by
using the applicable benefit formula provided in Article V
of the Retirement Plan and determined without regard to the
limitations of Code Sections 415,
over
(ii) the monthly amount of such Participant's or surviving
spouse's retirement benefit payable under the Retirement
Plan.
(b) Any benefits either payable under, or which have been satisfied
through, the purchase of non-qualified annuities in connection with this Plan
shall be deducted from the amounts payable pursuant to subparagraph (a) above.
Section 2. For purposes of calculating the amount of a Participant's
Equalization Retirement Income pursuant to Section 1 of this Article IV, the
amount of a Participant's monthly retirement benefit under the Retirement Plan
shall be determined without any adjustment on account of (i) a survivor's
benefit or (ii) an election to receive level retirement income.
Section 3. If a Participant does not decline the coverage of a survivor's
benefit, the monthly amount of Equalization Retirement Income which such
Participant would otherwise have received shall be reduced by applying the same
factors used in the Retirement Plan in connection with calculating a survivor's
benefit.
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Section 4. The monthly amount of Equalization Retirement Income payable to
the survivor of a Participant shall be calculated in the same manner that such
survivor's benefit is calculated under the Retirement Plan.
Section 5. Notwithstanding the foregoing, all benefits under the Plan shall
be frozen as of March 31, 2003, no additional benefits shall accrue under the
Plan after that date. Subject to Article VI, Section 6, the lump sum value of a
Participant's benefits under the Plan shall be transferred to the UCAR Carbon
Compensation Deferral Plan in accordance with Section (6)(c) of Article VI
hereof.
ARTICLE V
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Vesting
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Section 1. A Participant shall be vested in such Participant's right to
receive Equalization Retirement Income under this Plan in the same manner and to
the same extent as provided under the Retirement Plan .
ARTICLE VI
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Payments
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Section 1. A Participant or such Participant's survivor shall become
eligible to receive Equalization Retirement Income at such time as the
Participant or survivor commences benefits under the Retirement Plan. The
Participant's or survivor's benefits shall be paid as follows:
(a) in or about January of the calendar year following such Participant's
or survivor's eligibility to commence benefits, the Participant or survivor
shall receive a lump sum
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payment, representing the remaining amount of the Participant's or survivor's
Equalization Retirement Income.
(b) Notwithstanding the foregoing, subject to the consent of the Company, a
Participant or survivor may elect during the calendar year in which the
Participant or survivor becomes eligible to receive benefits to forgo the lump
sum payment payable in the following year and may elect to commence receiving
monthly payments instead.
Section 2. Unless otherwise elected, Equalization Retirement Income payable
in monthly payments under this Plan shall include the coverage of a survivor's
benefit. A survivor's benefit payable from this Plan shall be paid to that
person designated to receive a survivor's benefit under the Retirement Plan.
Equalization Retirement Income shall in no event be payable after the death of a
Participant who has declined the coverage of a survivor's benefit.
Section 3. The lump sum described above shall be calculated using (A) a
discount rate for the month of October of the calendar year preceding the
payment of the lump sum equal to the average of the Moody's Municipal 10 year
Aaa Bond Yield Averages and the Moody's Municipal Long Term Aaa Bond Yield
Averages, and (B) the UP-94G Mortality Table.
Section 4. Notwithstanding anything in this Plan to the contrary, the Board
of Directors may determine that a Participant or survivor shall not be eligible
to receive a lump sum payment.
Section 5. If the Board of Directors determines, after a hearing, that a
Participant who is eligible to receive or is receiving Equalization Retirement
Income has engaged in any activities which, in the opinion of the Board, are
detrimental to the interests of, or are in competition with the Company or any
of its affiliates, such Equalization Retirement Income shall thereupon be
terminated.
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Section 6. (a) Notwithstanding the foregoing, except as provided in
paragraphs (b) and (c) hereof, no further benefits shall be paid under this
Article VI.
(b) With respect to Participants receiving monthly payments pursuant to
Section 1(a) of this Article VI hereof as of March 31, 2003, such monthly
payments shall continue to be paid in accordance with the terms of this Plan.
(c) With respect to all Participants other than those described in
paragraph (b) above, the amount of such Participants' benefits under this Plan
as of March 31, 2003, converted to a lump sum amount, shall be transferred to
the UCAR Carbon Compensation Deferral Plan and paid in accordance with the terms
of that Plan. The lump sum amounts described in the preceding sentence shall be
determined by applying the provisions of Section 3 of Article VI hereof to a
Participant's accrued benefit. The aggregate lump sum amount of each affected
Participant's benefit under this Plan, the SRIP and the ERIP as of March 31,
2003, is set forth in Schedule A attached to the Compensation Deferral Plan.
ARTICLE VII
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Miscellaneous
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Section 1. The Company 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 survivor of any Participant then receiving benefits under this
Plan, or the vested rights of any Participant or survivor.
Section 2. Except to the extent required by law, no assignment of the
rights and interests of a Participant or survivor of a Participant under this
Plan shall be permitted nor shall such rights be subject to attachment or other
legal processes for debts.
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Section 3. This Plan is intended to be unfunded for purposes of Title I of
the Employee Retirement Income Security Act of 1974, as amended and the rights
of a Participant and survivor of a Participant shall be no greater than the
right of an unsecured general creditor of the Company.
Section 4. The Company may satisfy all or any part of its obligation to
provide benefits under this Plan by purchasing, and distributing to a
Participant or survivor of a Participant, an annuity from an insurance carrier
to provide such benefits.
Section 5. Neither selection as a Participant nor participation in this
Plan shall affect the Company's right to discharge any Participant.
ARTICLE VIII
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Selective Severance Program
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Section 1. This Article VIII shall apply to participants in the SSP.
Section 2. The following terms shall have the designated meanings for
purposes of this Article VIII:
(i) "SP" or "Supplemental Pension" is the amount of a
Participant's supplemental pension benefit under the SSP,
and shall mean the amount determined as the sum of A, B and
C, where:
A = 1.8% of average monthly Compensation,
B = .9% of average monthly Compensation if the
Participant has five or more Years of Credited
Service, and 0 if the Participant has fewer than five
Years of Credited Service, and
C = one-third of 1% of average monthly Compensation times
the Participant's number of whole Years of Credited
Service in excess of ten.
Average monthly Compensation and Years of Credited Service
for purposes of the foregoing formula shall have the same
meanings as set forth in Section 5.8 of the Retirement Plan,
determined without regard to the limitations of Code Section
401(a)(17). The benefit determined under the foregoing
formula is defined to be a fifteen-year certain benefit.
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(ii) "FSP" or "Former Severance Plan Benefit" shall mean the
applicable benefit amount calculated under the Company's
Selective Severance Program as in effect prior to January 1,
2001.
(iii) "FSP" or "Qualified Supplemental Pension" shall mean the
amount of a Participant's Supplemental Pension, if any,
payable under the Retirement Plan after the limitations of
Code Section 415 and Code Section 401(a)(17) have been
applied.
Section 3. The provisions of this Section 3 shall apply if the actuarial
equivalent lump sum value of a Participant's QSP is greater than his or her FSP.
(a) For Participants subject to this Section 3, the excess of the actuarial
equivalent lump sum value of the Participant's QSP amount over his or her FSP
amount is referred to as the "Benefit Reduction Amount" when expressed as an
actuarial equivalent life annuity.
(b) A Participant's Benefit Reduction Amount shall be used first to offset
the amount of the Participant's benefit, if any, under the Enhanced Retirement
Income Plan. If the Participant has no Enhanced Retirement Income Plan benefit
or the Participant's Benefit Reduction Amount has reduced the Participant's
Enhanced Retirement Income Plan benefit to zero, but there is still a remaining
Benefit Reduction Amount, then the remaining Benefit Reduction Amount shall be
used to offset the amount of the Participant's benefit, if any, under this Plan,
except that the Participant's benefit under this Plan shall not be reduced to
below 0.
Section 4. The provisions of this Article VIII shall be effective only with
respect to Participants who are offered participation in the SSP on or after
January 15, 2003, and on or before May 31, 2001.
UCAR CARBON COMPANY INC.
By:
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