Exhibit 10.20(d)
MILLENNIUM CHEMICALS INC.
Amendment To
MILLENNIUM CHEMICALS INC.
2001 OMNIBUS INCENTIVE COMPENSATION PLAN
(the "Plan")
The Plan shall be, and it hereby is, amended effective June 1, 2002 as
follows:
1. Section 2.6 Change in Control
Amend section to read in its entirety as follows:
2.6 Change in Control
The Plan will terminate effective on the close of business 30 days
following a Change in Control, as hereinafter defined. Upon such Change in
Control, section 12.1 shall become inoperative and, in addition, any
modification or amendment adopted within six months prior to the Change in
Control shall be void with respect to any specific Participant affected
thereby unless approved by such Participant. Upon such termination, each
Participant (including each Participant whose employment was terminated
within six months prior to such Change in Control by the Employer without
Cause, or due to disability, or voluntarily for good reason as determined
by the Committee and each Participant that has experienced a Change of
Control pursuant to a separate written "Change in Control" agreement with
the Company or the Employer) will be deemed retired pursuant to Section 5.1
based on Benefit Service through the termination date. A lump sum amount
that is the actuarial equivalent of each Participant's benefit payable
under this Plan shall be calculated using the prime rate of interest at
Citigroup, Inc. as of the date of the Change in Control or 6%, whichever is
less, as the discount rate to determine the present value of accrued
benefits, shall be paid as soon as practicable following the date of the
Change in Control, but in no event later than 90 days thereafter. All other
actuarial assumptions and calculation methods to be used shall be those in
effect as at the last actuarial valuation of the Qualified Plan and based
on the Qualified Plan document prior to such Change in Control.
For the purposes of this Plan, the term "Change in Control" shall mean (i)
any "person" as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934 ("Act") (other than the Company, any
trustee or other fiduciary holding securities under any employee benefit
plan of the Company or any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of Common Stock of the
Company), becoming the "beneficial owner" (as defined in Rule 13d-3 under
the Act), directly or indirectly, of securities of the Company representing
twenty-five percent (25%) or more of the combined voting power of the
Company's then outstanding securities; (ii) during any period of two
consecutive years (not including any period prior to October 1, 1996),
individuals who at the beginning of such period constitute the Board of
Directors of the Company, and any new director (other than a director
designated by a person who has entered into an agreement with the Company
to effect a transaction described in clause (i), (iii), or (iv) of this
paragraph or a director whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms
are used in Rule 14a-11 of Regulation 14A promulgated under the Act) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Board of Directors of the Company) whose
election by the Board of Directors or nomination for election by the
Company's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning
of the two-year period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a
majority of the Board of Directors; (iii) the merger or consolidation of
the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; provided,
however, that a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
(other than those covered by the exceptions in (i) above) acquires more
than twenty-five percent (25%) of the combined voting power of the
Company's then outstanding securities shall not constitute a Change in
Control or (iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or the closing of the sale or disposition by the
Company of all or substantially all of the Company's assets other than the
sale or disposition of all or substantially all of the assets of the
Company to one or more Subsidiaries (as defined below) of the Company or to
a person or persons who beneficially own, directly or indirectly, at least
fifty percent (50%) or more of the combined voting power of the outstanding
voting securities of the Company at the time of the sale or disposition;
provided, however, (y) the sale or disposition of all or any part of the
Company's interests in Equistar (and all subsequent sales and dispositions
of any securities or assets received as proceeds thereof, or as proceeds of
proceeds) shall not be deemed to constitute a Change in Control, and (z) if
the Company's sells or disposes of all or any part of the Company's
interests in Equistar indirectly (either through the sale or other
disposition of any entity that owns, directly or indirectly, all or any
part of the Company's interests in Equistar, or otherwise), then the sale
or disposition of the Company's interests in Equistar (and all subsequent
sales and dispositions of any securities or assets received as proceeds
thereof, or as proceeds of proceeds) shall be ignored and disregarded in
determining whether any such
Change in Control has occurred. By way of illustration, if an indirect
subsidiary of the Company that owns the Company's interests in Equistar
together with certain other assets is sold, then, in determining whether a
Change in Control has occurred, all relevant determinations shall be made
pursuant to the assumption that (y) such subsidiary owns only such other
assets, and (z) neither such subsidiary nor the Company owns, either
directly or indirectly, the interests in Equistar. "Subsidiary" shall have
the meaning set forth in Section 424 of the Code and the term shall also
include any partnership, limited liability company or other business entity
if the Company owns directly or indirectly, securities or other ownership
interests representing at least fifty percent (50%) of the ordinary voting
power or equity or capital interests of such entity. Only one (1) Change in
Control may take place under this Plan."