Exhibit 10.13
SUPPLEMENTAL CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
As amended and restated January 30, 2003
Arch Chemicals, Inc. ("Arch") established a Supplemental Contributing
Employee Ownership Plan (the "Plan" or "SCEOP"), effective February 8, 1999, the
effective date of the spin-off of Arch from Olin Corporation (the "Original
Effective Date"). The Plan was amended and restated effective March 1, 2001, and
is hereby further amended and restated effective January 30, 2003. The terms of
this Plan document shall apply to periods on and after January 30, 2003 only.
Prior plan documents govern the administration of the Plan during prior periods.
The Plan is intended to be an unfunded, nonqualified deferred compensation
plan for certain management and highly compensated employees, as described in
Section 201(2) and 301(a)(3) of the Employee Retirement Income Security Act
("ERISA"). The purpose of this Plan is to permit certain executive employees of
Arch, whose contributions to the Arch Chemicals, Inc. Contributing Employee
Ownership Plan (the "CEOP") are limited under Sections 401(a)(17) of the
Internal Revenue Code of 1986 and the regulations promulgated thereunder (the
"Code"), with certain supplemental benefits to make up for such Code-imposed
limitations. On and after January 30, 2003, the Plan is also intended to allow
certain management and highly compensated employees who have maximized
contributions under the CEOP to have additional opportunities to defer
compensation and to receive employer matching contributions.
ARTICLE I
DEFINITIONS AND GENERAL PROVISIONS
1.1 Except as otherwise provided herein, terms defined in the CEOP are
used herein with the meanings ascribed to them in the CEOP. In addition, when
used herein, the following definitions shall apply:
"Arch Phantom Units" means phantom shares of the CEOP's Arch Common
Stock Fund credited under the SCEOP.
"CEOP Percentage" means, with respect to a SCEOP Participant, the
annual percentage by which such Participant reduces his or her Maximum
Eligible Compensation on either a before-tax or after-tax basis in
calculating Contributions made to the CEOP (whether as a result of
elective, or automatic, enrollment); provided, however, that, if a
Participant's CEOP percentage exceeds six percent (6%),
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the Participant may elect, for purposes of this Plan, to limit the CEOP
percentage used under this Plan to six percent (6%).
"Company" or "Arch" means Arch Chemicals, Inc. and its affiliated
companies.
"Compensation" has the same meaning as under the CEOP, except that it
is not subject to the maximum dollar limitation on compensation taken into
account for purposes of the CEOP under Section 401(a)(17) of the Code.
"Dividend Equivalents" means (i) with respect to the Arch Phantom
Units held in a SCEOP Account of a SCEOP Participant, the dollar amount of
regular or special dividends actually paid in cash from time to time on the
actual number of shares of Arch Common Stock reflected in such Arch Phantom
Units; and (ii) with respect to the Olin Phantom Units held in a SCEOP
Account of an Arch Participant, the dollar amount of regular or special
dividends actually paid in cash from time to time on the actual number of
shares of Olin Common Stock reflected in such Olin Phantom Units. Any
Dividend Equivalents shall be deemed reinvested solely in Arch Phantom
Units.
"Excess Company Matching Contribution" means, with respect to a SCEOP
Participant for a Plan Year, an amount derived by multiplying (i) the
percentage used in calculating the Company Matching Contribution
(currently, 100% of the first $25 per month, and 50% of the Participant's
Contribution in excess of $25 per month) under the CEOP, as such percentage
changes from time to time, by (ii) the annual SCEOP Participant
Contribution for that Participant; provided that, if the Participant's CEOP
Percentage exceeds six percent (6%), the SCEOP Participant Contribution
will be calculated using six percent (6%) for the CEOP Percentage when
calculating the Excess Company Matching Contribution.
"Excess Performance Contribution" means with respect to a SCEOP
Participant for a Plan Year, the amount derived by multiplying (i) the
percentage used in calculating the Performance Matching Contribution under
the formula contained in the CEOP that is applicable to a SCEOP Participant
for that year, if any, by (ii) the SCEOP Participant Contribution of that
Participant for such year; provided that if such Participant's CEOP
Percentage exceeds six percent (6%), the SCEOP Participant Contribution
will be calculated using six percent (6%) for the CEOP Percentage when
calculating the Excess Performance Contribution.
"Maximum Eligible Compensation" means the annual maximum amount of
Compensation under Section 401(a)(17) of the Code from which a Participant
is permitted to make Contributions to the CEOP, as such maximum amount is
adjusted from time to time under the Code.
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"Olin Phantom Units" means phantom shares of the CEOP's Olin Common
Stock Fund credited under the SCEOP.
"Plan Year" means a twelve-month period ending on December 31.
"SCEOP Participant" or "Arch Participant" means a full-time salaried
employee (which term shall be deemed to include officers) on the active
payroll of the Company and its affiliates who has at least 1182 Hay Points
and who has been selected by the Plan Administrator to participate in this
plan.
"SCEOP Account" for a SCEOP Participant means the Account established
under the SCEOP for such Participant holding Arch Phantom Units, Olin
Phantom Units and/or any other phantom securities or hypothetical
investment units created herein.
"SCEOP Participant Contribution" with respect to a SCEOP Participant
shall mean the annual amount by which the SCEOP Participant has elected to
reduce his or her Compensation under this Plan.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Any employee of the Company who
(a) is a management employee;
(b) is a "highly compensated employee" within the meaning of
Code Section 414(q);
(c) is participating in the CEOP; and
(d) who has at least 1182 Hay Points and has been selected by the Plan
Administrator
shall be eligible to participate in this Plan (an "Eligible Employee").
2.2 Each Eligible Employee wishing to participate in this Plan must execute
and file a salary reduction agreement in a form acceptable to the Plan
Administrator. Initially, such agreement to reduce Compensation shall be filed
within thirty (30) days following such individual becoming an Eligible Employee.
An Eligible Employee not filing such an agreement within the thirty (30) day
period referred to in the preceding sentence must thereafter file such agreement
to reduce Compensation by December 1 (or such other date in December as shall be
determined by the Plan Administrator) of the calendar year prior to the
beginning of the Plan Year for which it will be effective and prior to the
calendar year in
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which such Compensation would otherwise be earned. Once filed, agreements to
reduce Compensation shall remain in effect for subsequent Plan Years unless
revoked by the Participant in writing in a form acceptable to the Plan
Administrator.
2.3 Any election to reduce salary shall be irrevocable for the Plan Year to
which it relates, provided, however, that during a Plan Year a Participant may
elect to cease all salary reductions for the remainder of the Plan Year, in
which case, no subsequent election shall be effective until the beginning of the
next Plan Year.
2.4 No salary reduction election shall be given effect under this Plan
until the Participant has contributed to the CEOP the maximum amount permitted
by the CEOP and by applicable law for the Plan Year to which such salary
reduction election relates.
ARTICLE III
CONTRIBUTIONS AND ACCOUNTS
3.1 Any Eligible Employee whose employment was transferred to Arch after
its spin-off from Olin (February 8, 1999), but before February 8, 2000, and who
had his or her Olin SCEOP account balances transferred to this Plan, may retain
the Olin Phantom Units credited to his or her Olin SCEOP account as of the date
the Employee became employed by Arch. No additional Olin Phantom Units may be
acquired under this Plan, whether through the crediting of Dividend Equivalents,
through contributions to the Plan, or through deemed transfers of sub-accounts
under the Plan.
3.2 In conjunction with establishing this Plan, Arch assumed the
liabilities of Olin Corporation and its affiliates for the provision of certain
benefits to Participants who were participants in the Olin SCEOP and who
transferred to, and became employed by Arch or its affiliated companies ("Arch
Employees"). In consideration of such assumption of liability, Olin transferred
to Arch (or to a rabbi trust established by Arch) the reserves (including any
associated assets held in a rabbi trust or similar vehicle) reflecting the value
of the accrued liabilities being transferred, determined in accordance with
Olin's established policies and accounting methods, uniformly applied for
calculating liabilities under its non-qualified plans.
3.3 Each SCEOP Participant who so elects for a Plan Year shall defer SCEOP
Participant Contributions on a pre-tax basis. For each SCEOP Participant, a
SCEOP Account will be established. The Account will contain sub-accounts for
each type of contribution credited to the SCEOP Account and for each type of
Phantom Unit or other hypothetical investment unit credited to the Account. For
each Plan Year during which a person is a SCEOP Participant and making
deferrals, the Company (or other Participating Employer) will credit to the
SCEOP Account of each SCEOP Participant the number of Arch Phantom Units or
other hypothetical investment units equal in value to the sum of (1) the SCEOP
Participant Contribution, plus (2) the Excess Company Matching Contribution,
plus (3) the Excess Performance Contribution, if any; provided, however that
Excess Company Matching
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Contributions and Excess Performance Contributions shall be credited in Arch
Phantom Units only. Such crediting shall occur periodically in accordance with
the timing of contributions to the CEOP, in the case of the SCEOP Participant
Contributions and Excess Company Matching Contributions, and as soon as
administratively feasible following the making of a Performance Matching
Contribution under the CEOP, in the case of an Excess Performance Contribution.
3.4 A Participant's SCEOP Account will also be credited with Dividend
Equivalents from time to time, solely in the form of additional Arch Phantom
Units, when such dividends are paid (i) on the actual number of shares of Arch
Common Stock reflected in the Arch Phantom Units held in such Account, and (ii)
on the actual number of shares of Olin Common Stock reflected in the Olin
Phantom Units held in such Account.
3.5 For purposes of calculating the number of Arch Phantom Units to be
credited to an Arch Participant's SCEOP Account as a result crediting Dividend
Equivalents or contributions, the SCEOP shall use the Current Market Value for
valuing units in the Arch Common Stock Fund as defined under the CEOP. Phantom
Units will be credited in fractional amounts up to three decimal places. For
purposes of valuing Olin Phantom Units under this Plan, the SCEOP shall use the
Current Market Value for valuing shares in Olin Common Stock Fund as defined in
the CEOP.
3.6 SCEOP Participants may either retain their Olin Phantom Units or may
have their entire Olin Phantom Unit Account Balance deemed transferred at the
then Current Market Value and reinvested in Arch Phantom Units at the then
Current Market Value. Once Olin Phantom Units are deemed transferred and
reinvested, a Participant may not re-direct investment back into Olin Phantom
Units. No new investment, whether in the form of Company or Participant
contributions or Dividend Equivalents, shall be permitted in Olin Phantom Units.
3.7 On and after January 30, 2003, the Plan Administrator is authorized to
establish a program and procedures whereby each Participant may direct the
nominal investment of the portion of his or her SCEOP Account that is
attributable to SCEOP Participant Contributions in hypothetical investment units
(i.e., other than Phantom Stock Units); provided, however, that Arch Phantom
Units will continue to be one of the hypothetical investments that are made
available for this purpose. Notwithstanding the foregoing, a Participant who is
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), may not transfer amounts out of or into Arch Phantom Units in
violation of Section 16(b) of the Exchange Act , and the Plan Administrator may
establish from time to time blackout periods applicable to either all
Participants or to Participants who are subject to Section 16(b) during which no
transfers may occur among all or certain Accounts.
3.8 A Participant shall at all times be fully vested in his or her SCEOP
Participant Contribution Account Balance, and shall vest in his or her Excess
Company Matching and Excess Performance Contribution Account Balances in
accordance with the vesting schedule
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contained in the CEOP. Each Participant shall be deemed vested in his or her
SCEOP Account Balance to the same extent that the Participant is actually vested
in his or her CEOP Account Balance. For purposes of determining an Arch
Participant's vested percentage under this SCEOP, such Participant's past
service with Olin shall be recognized to the same extent as if such service had
been rendered with Arch. A Participant shall be fully vested in his or her SCEOP
Account Balance upon his death, upon termination of service from the Company and
all affiliates after reaching a retirement date under the CEOP, or upon
termination of service due to Permanent Disability as defined in the CEOP.
3.9 In the event that the Compensation Committee of the Board ("the
Committee") determines that any dividend or other distribution,
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Arch
Common Stock, Olin Common Stock or any other securities of Arch or Olin,
issuance of warrants or other rights to purchase Arch Common Stock, Olin Common
Stock or other securities of these companies, or other similar corporate
transaction or event occurs that affects Arch or Olin Common Stock such that the
Committee determines that an adjustment in Phantom Units under the Plan is
appropriate in order to prevent dilution or enlargement of the benefits intended
to be made available under this Plan, then the Committee shall, in such manner
as it deems equitable, adjust Participants' SCEOP Accounts. In the case of a
spin-off, split-up, issuance of an extraordinary stock dividend, or similar
transaction, such adjustment, in the Committee's discretion, may result in
creation of phantom shares in a separate phantom stock fund, reinvestment of
such phantom shares in Arch Phantom Units, and the like. In the case of a merger
for cash with respect to Olin Common Stock, the cash received as a result of
such merger shall be deemed reinvested in Arch Phantom Units. Notwithstanding
the foregoing, a Participant to whom Dividend Equivalents have been allocated
shall not be entitled to receive a non-cash special or extraordinary dividend or
distribution unless the Committee expressly authorizes such receipt.
ARTICLE IV
DISTRIBUTIONS
4.1 Except as provided in Section 4.6, below, concerning hardship
withdrawals, no amounts credited to a Participant's SCEOP Account under this
Plan may be withdrawn or distributed prior to the Participant's termination of
employment with the Company and all affiliates thereof, including, but not
limited to any other corporation in the same controlled group with Arch (within
the meaning of Section 414(b), (c) and (m) of the Code). Amounts credited to a
Participant's Account under this Plan may not be loaned to such Participant. A
Participant's SCEOP Account will be distributed in the form elected under
Section 4.2 upon the earliest to occur of the Participant's death, termination
of service due to Permanent Disability, retirement or termination of active
service from the Company and all affiliates.
4.2 Upon becoming a SCEOP Participant, such SCEOP Participant shall elect
to receive the value of his or her SCEOP Account Balance either (i) in a lump
sum, or (ii) in
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annual installments for a period not to exceed fifteen (15) years, commencing on
the earliest to occur of the Participant's death, retirement, termination of
service due to Permanent Disability or termination of active employment from
Arch and its affiliated companies. A SCEOP Participant may change such election
upon written notice to the Plan Administrator, provided no such change shall be
given effect if the SCEOP Participant becomes eligible for a distribution from
this Plan within twelve (12) months of such change.
4.3 Installment payments shall commence to be paid as soon as
administratively feasible and generally effective as of the first day of the
month following a Participant's termination of active service. The Company may
delay the payment of any benefit owed hereunder in order to complete the orderly
processing of such benefit.
4.4 Distributions to a SCEOP Participant of his or her SCEOP Account
Balance shall be made only in the form of cash. Except as provided in Section
7.3, the value of the portion of any Account Balance credited with Phantom Units
shall be based on the Current Market Value of shares in the Arch Common Stock
Fund and, if applicable, the Olin Common Stock Fund, as calculated in accordance
with the CEOP at the close of business on the last business day immediately
preceding the date on which the distribution is to be effective. The value of
the portion of an Account Balance credited with other hypothetical investment
units shall be based on the value of such units as of the close of business on
the last business day immediately preceding the date on which the distribution
is to be effective.
4.5 Any benefit payable under this Plan on account of the death of a
Participant shall be paid to the Participant's beneficiary as designated or
determined under the terms of the CEOP; however, a Participant may, by filing
with the Plan Administrator prior to death on a form supplied by the Plan
Administrator, designate a different individual or entity to be the designated
Beneficiary of such Participant for purposes of this Plan, in which case the
subsequent designation will supersede any designation of a beneficiary under the
CEOP.
4.6 On and after January 30, 2003, in the event a Participant who is
actively employed by the Company suffers a Hardship, such Participant may apply
to the Plan Administrator for a Hardship Distribution. If approved by the Plan
Administrator, the amount distributed shall be limited to the amount required to
meet the need created by the Hardship and shall not exceed the amount credited
to the portion of the Participant's SCEOP Account that is attributable to SCEOP
Participant Contributions. For this purpose, Hardship means a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent of the Participant (as defined in
Code Section 152(a)), a Participant's loss of property due to casualty, or other
similar, extraordinary and unforeseeable circumstance arising as a result of
events beyond the control of the Participant, which is not relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent the liquidation of assets would not
itself cause severe hardship, or (iii) by cessation of deferrals under this
Plan.
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ARTICLE V
LIABILITY FOR PAYMENT
5.1 The Company(and each other Participating Employer) shall pay the
benefits provided hereunder with respect to SCEOP Participants who are employed
or were formerly employed by it during their participation in the Plan. In the
case of a SCEOP Participant who was employed by more than one Participating
Employer, the Committee shall allocate the cost of such benefits among such
Participating Employers in such manner as it deems equitable. The obligations of
the Participating Employer hereunder shall not be funded in any manner.
(Notwithstanding the foregoing, the Company may establish a rabbi trust or
similar vehicle to facilitate the payment of its obligations created hereunder.)
The rights of any person to receive benefits under this Plan are limited to
those of a general creditor of the Participating Employer liable for such
benefits hereunder.
ARTICLE VI
ADMINISTRATION OF THE PLAN
6.1 The Pension Administration and Review Committee shall be the named Plan
Administrator of this Plan. The Plan Administrator shall administer the Plan for
the exclusive benefit of the Participants (and their Beneficiaries), in
accordance with the terms of the Plan. The Plan Administrator shall have the
absolute discretion and power to determine all questions arising in connection
with the administration, interpretation and application of the Plan. Any such
determination by the Plan Administrator shall be conclusive and binding upon all
persons. The Plan Administrator may correct any defect or reconcile any
inconsistency in such manner and to such extent as shall be deemed necessary or
advisable to carry out the purposes of the Plan; provided, however, that such
interpretation or construction shall be done in a non-discriminatory manner and
shall be consistent with the intent of the Plan, the Code and ERISA.
The Plan Administrator shall:
(a) determine all questions relating to eligibility of Employees to
participate or continue participation in the Plan;
(b) maintain all necessary records for the administration of the Plan;
(c) interpret the provisions of the Plan and make and publish such
rules for regulation of the Plan as are consistent with the terms hereof;
(d) assist any Participant regarding rights, benefits or elections
available under the Plan; and
(e) communicate to Employees, Participants and their Beneficiaries
concerning the provisions of the Plan.
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The Plan Administrator shall keep a record of all actions taken and
shall keep such other books of account, records and other information that may
be necessary for proper administration of the Plan. The Plan Administrator shall
file and distribute all reports that may be required by the Internal Revenue
Service, Department of Labor or others, as required by law. The Plan
Administrator may appoint accountants, actuaries, counsel, advisors and other
persons that it deems necessary or desirable in connection with the
administration of the Plan.
6.2 Except as otherwise provided herein, all provisions set forth in
the CEOP with respect to the administration of that plan shall also be
applicable with respect to this Plan. For purposes of this Plan, the Company
shall be entitled to rely conclusively upon all tables, valuations,
certificates, opinions and reports furnished by any actuary, accountant,
controller, counsel or other person employed or engaged by the Company with
respect to the CEOP.
ARTICLE VII
AMENDMENT, TERMINATION AND CHANGE OF CONTROL
7.1 The Company reserves the right to amend or terminate this Plan at
any time, by action of the Company's Board of Directors, the Compensation
Committee of the Board, or such other committee from time to time designated by
the Board, and without the consent of any employee or other person.
7.2 Notwithstanding Section 7.1 above, no amendment or termination of
the Plan shall directly or indirectly reduce the balance to the credit of any
Participant hereunder as of the effective date of such amendment or termination.
Upon termination of the Plan, no additional amounts shall be credited under the
terms of the Plan. Notwithstanding the termination of this Plan, amounts
credited hereunder shall not be distributed to Participants except as provided
in Article IV, above, or Section 7.3, below.
7.3 On and after January 30, 2003, if a Change of Control occurs, the
Account Balance of each SCEOP Participant who has a termination of employment
within two years following such Change in Control shall be paid in cash to such
Participant as promptly as practicable, but in no event later than 30 days
following the termination of employment. For purposes of the Plan, a "Change in
Control" of the Company shall have occurred in the event that
(i) the Company ceases to be, directly or indirectly, owned of
record by at least 1,000 stockholders;
(ii) a person, partnership, joint venture, corporation or other
entity, or two or more of any of the foregoing acting as "person"
within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Act"), other than the Company, a
majority-owned
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subsidiary of the Company or an employee benefit plan of the Company
or such subsidiary (or such plan's related trust), become(s) the
"beneficial owner" (as defined in Rule 13d-3 of the Act) of 20% or
more of the then outstanding voting stock of the Company; or
(iii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Company's Board of
Directors (together with any new Director whose election by the
Company's Board or whose nomination for election by the Company"
stockholders, was approved by a vote of at least two-thirds of the
Directors of the Company then still in office who either were
Directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the Directors then in office; or
(iv) all or substantially all of the business of the Company is
disposed of pursuant to a merger, consolidation or other transaction
in which the Company is not the surviving corporation or the Company
combines with another company and is the surviving corporation (unless
the shareholders of the Company immediately following such merger,
consolidation, combination, or other transaction beneficially own,
directly or indirectly, more than 50% of the aggregate voting stock or
other ownership interests of (x) the entities, if any, that succeed to
the business of the Company or (y) the combined company); or
(v) the shareholders of the Company approve a sale of all or
substantially all of the assets of the Company or a liquidation or
dissolution of the Company
For purposes of computing the distribution payout under this Section 7.3, the
cash value of the SCEOP Account of a Participant shall be deemed to be the
greater of the value as of the Change in Control or the termination of
employment.
(a) For purposes of calculating value as of the date of the Change in
Control, the value of the Phantom Units will be determined by (i)
multiplying the actual number of shares of Arch Common Stock reflected in a
Participant's Arch Phantom Units by the greater of (1) the highest Current
Market Value of the Common Stock (as defined in the CEOP Plan) on any date
within the period commencing thirty (30) days prior to such Change in
Control and ending on the date of the Change in Control, or (2) if the
Change in Control occurs as a result of a tender or exchange offer or
consummation of a corporate transaction, then the highest price paid per
share of Common Stock pursuant thereto; (ii) adding any cash portion
attributable to a Participant's Arch Phantom Units held in his or her SCEOP
Account as of the date of the Change in Control; and (iii) adding the then
Current Market Value
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of that portion of a Participant's SCEOP Account which is deemed
invested in Olin Phantom Units (and any other phantom units or stock fund
established in the SCEOP). For purposes of calculating value as of the
date of the Change in Control, the value of the hypothetical investment
units will be determined based on the value of such units as of the
close of business on the last business day immediately preceding the
date of the Change in Control.
(b) For purposes of calculating value as of the date of the termination of
employment, the values will be calculated as provided for distributions
upon termination of employment in Section 4.4.
ARTICLE VIII
GENERAL PROVISIONS
8.1 The Plan at all times shall be entirely unfunded. The right of a
Participant or designated Beneficiary to receive a distribution hereunder shall
be an unsecured claim against the general assets of the Company, and neither the
Participant nor a designated Beneficiary shall have any rights in or against any
specific assets of the Company. All amounts credited to the SCEOP Accounts of
Participants shall constitute general assets of the Company and may be disposed
of by the Company at such time and for such purposes as it may deem appropriate.
(Notwithstanding the foregoing, the Company may establish a rabbi trust or
similar vehicle to facilitate the payment of its obligations created hereunder.)
8.2 Nothing contained in the Plan shall constitute a guaranty by the
Company or any other person or entity that the assets of the Company will be
sufficient to pay any benefit hereunder.
8.3 No Participant shall have any right to receive a distribution of
contributions made under the Plan except in accordance with the terms of the
Plan. Establishment of the Plan shall not be construed to give any Participant
the right to be retained in the service of the Company.
8.4 No interest of any person or entity in, or right to receive a
distribution under, the Plan shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment or other alienation or encumbrance
of any kind; nor may such interest or right to receive a distribution be taken,
either voluntarily or involuntarily for the satisfaction of the debts of, or
other obligations or claims against, such person or entity, including claims for
alimony, support, separate maintenance and claims in bankruptcy proceedings.
8.5 The Plan shall be construed and administered under the laws of the
State of Connecticut, to the extent not preempted by federal law.
8.6 If any person entitled to a distribution under the Plan is deemed by
the Company to be incapable of personally receiving and giving a valid receipt
for such payment,
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then, unless and until claim therefor shall have been made by a duly
appointed guardian or other legal representative of such person, the
Company may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the
care and maintenance of such person. Any such payment shall be a payment
for the account of such person and a complete discharge of any liability of
the Company and the Plan therefor.
8.7 The Plan shall not be automatically terminated by a transfer or
sale of all or substantially all of the assets of the Company or by the
merger or consolidation of the Company into or with any other corporation
or other entity, but the Plan shall be continued after such sale, merger or
consolidation only if and to the extent that the transferee, purchaser or
successor entity agrees to continue the Plan. In the event that the Plan is
not continued by the transferee, purchaser or successor entity, then the
Plan shall terminate, subject to the provisions of Section 7.2.
8.8 Each Participant shall keep the Company informed of his or her
current address and the current address of his or her designated
Beneficiary. The Company shall not be obligated to search for the
whereabouts of any person. If the location of a Participant is not made
known to the Company within three (3) years after the date on which
payment of any or all of the Participant's Accounts may first be made,
payment may be made as though the Participant had died at the end of the
three-year period. If, within one additional year after such three-year
period has elapsed, or, within three years after the actual death of a
Participant, the Company is unable to locate any designated
Beneficiary of the Participant, then the Company shall have no
further obligation to pay any benefit hereunder to such Participant
or designated Beneficiary and such benefit shall be irrevocably forfeited.
8.9 This Plan shall constitute the entire agreement between the
Company and its executives concerning the provision of supplemental CEOP
benefits.
8.10 Notwithstanding any of the preceding provisions of the Plan,
neither the Company nor any individual acting as employee or agent of the
Company shall be liable to any Participant, former Participant or other
person for any claim, loss, liability or expense incurred in connection
with the Plan.
IN WITNESS WHEREOF, Arch Chemicals, Inc. has caused this restated Plan to
be executed by a duly authorized officer as of January 30, 2003.
ARCH CHEMICALS, INC.
By: /s/ Hayes Anderson
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Hayes Anderson
Its Vice President of Human Resources