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EXHIBIT 10.11
ARISTECH CHEMICAL CORPORATION
1996 SUPPLEMENTAL PENSION PLAN
EFFECTIVE FEBRUARY 22, 1996
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ARISTECH CHEMICAL CORPORATION
1996 SUPPLEMENTAL PENSION PLAN
Effective February 22, 1996
Article I - Background, Purpose and Effective Date
The Aristech Chemical Corporation Supplemental Pension Plan was
amended and restated in its entirety effective March 8, 1990 and was
again amended and restated effective February 22, 1994 (as so amended
and restated, the "Original Plan"). This Aristech Chemical Corporation
1996 Supplemental Pension Plan (the "Plan") amends and restates the
Original Plan effective February 22, 1996 to modify the benefit
accrual provisions and make other appropriate changes.
The purposes of the Plan are to promote the growth and profitability
of Aristech Chemical Corporation, to attract and retain key executives
of outstanding competence and to provide key executives with
supplemental pension benefits under the terms and conditions hereof.
This Plan is intended to be an unfunded plan maintained primarily for
the purpose of providing deferred compensation for a select group of
management or highly compensated employees as described in Section
401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended.
The provisions of this Plan shall be effective February 22, 1996 and
shall apply only to persons who are in the active service of the
Company on or after such date.
Article II - Definitions
As used herein, the following terms shall have the meaning set forth:
2.01 "Accrued Benefit" shall mean, as of a determination date,
the monthly benefit earned under Section 5.01 as reduced,
if applicable, pursuant to Section 5.02.
2.02 "Actuarial Equivalent" shall have the meaning given to
that term under the Salaried Pension Plan.
2.03 "Administrator" shall mean a committee comprised of the
Chairman and Chief Executive Officer, the Senior Vice
Chairman and Chief Financial Officer, and the President
and Chief Operating Officer of the Company.
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2.04 "Average Monthly Earnings" shall mean, for any Member,
the average monthly earnings of the Member during the
sixty (60) consecutive months out of the last 120 months
prior to Retirement during which such earnings were the
highest. For this purpose a Member's "earnings" shall
include Base Salary and Incentive Bonus.
2.05 "Base Salary" shall mean the total annual base salary
payable to a Member at the salary rate in effect on the
date specified, but without reduction for any salary
reduction contributions (i) to cash or deferred
arrangements under Section 401(k) of the Code, (ii) to a
cafeteria plan under Section 125 of the Code, or (iii) to
a non-qualified deferred compensation plan. Base salary
shall not take into account any Incentive Bonuses, other
incentive pay, reimbursed expenses, credits or benefits
under any plan of deferred compensation to which the
Company contributes, or any additional cash compensation
or compensation payable in a form other than cash.
2.06 "Beneficiary" shall mean the person, persons, trust,
trusts or other entity designated by a Member in writing
to receive benefits payable under this Plan in respect of
such Member. In the absence of such designation, a
Member's Beneficiary shall be his spouse, and if none,
his estate.
2.07 "Benefit Calculation Service" shall have the meaning
given to that term in the Salaried Pension Plan.
2.08 "Board" shall mean the Board of Directors of the Company.
2.09 "Code" shall mean the Internal Revenue Code of 1986, as
the same may be amended from time to time.
2.10 "Change in Control" shall mean
(a) any transaction that results in Mitsubishi
Corporation and its subsidiaries (which
shall include any corporation in an
unbroken chain of corporations beginning
with Mitsubishi Corporation if each of the
corporations other than the last
corporation in the unbroken chain owns
stock possessing at least fifty percent (50
percent) of the total combined voting power
of all classes of stock in one of the other
corporations in the chain) (collectively,
the "MC Group") no longer being the
beneficial owner (as defined in
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Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as amended, which
shall in any event include having the power
to vote (or cause to be voted at the
direction of any member of the MC Group)
pursuant to contract, irrevocable proxy or
otherwise) of stock possessing at least
fifty percent (50 percent) of the combined
voting power of the issued and outstanding
shares of all classes of the Company's
stock entitled to vote generally in the
election of directors ("Voting Stock"),
whether as a result of the issuance of
securities of the Company, any direct or
indirect transfer of securities of the
Company or otherwise; or
(b) approval by the stockholders of the Company
of a reorganization, merger or
consolidation, unless, following such
reorganization, merger or consolidation,
the MC Group beneficially owns, directly or
indirectly, stock possessing at least fifty
percent (50 percent) of the total combined
voting power of the issued and outstanding
shares of all classes of Voting Stock of
the corporation resulting from such
reorganization, merger or consolidation; or
(c) approval by the stockholders of the Company
of a complete liquidation or dissolution of
the Company; or
(d) the sale or other disposition of 60 percent
or more by value of the assets of the
Company other than to a corporation with
respect to which, following such sale or
disposition, the MC Group beneficially
owns, directly or indirectly, stock
possessing at least fifty percent (50
percent) of the total combined voting power
of the issued and outstanding shares of all
classes of Voting Stock.
2.11 "Company" shall mean Aristech Chemical Corporation and
its successors and assigns.
2.12 "Early Retirement Date" shall mean the first day of the
month coincident with or immediately following the date a
Member terminates employment (for reasons other than
death) after attaining age 55 and being credited with at
least 10 years of Vesting Service but prior to his Normal
Retirement Date.
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2.13 "Financial Hardship" shall mean an unexpected need for
cash arising from an illness, disability, casualty loss,
sudden financial reversal, or other such unforeseeable
occurrence as determined by the Administrator. Cash
needs arising from foreseeable events such as the
purchase of a residence or education expenses for
children shall not, alone, be considered a Financial
Hardship.
2.14 "Incentive Bonus" shall mean amounts paid in cash to a
Member by the Company in the form of annual variable
compensation or bonuses, but without reduction for any
deferrals under (i) cash or deferred arrangements under
Section 401(k) of the Code, (ii) a cafeteria plan under
Section 125 of the Code or (iii) a non-qualified deferred
compensation plan.
2.15 "Member" shall mean an employee of the Company who is
eligible to participate in the Plan as set forth in
Article III.
2.16 "Normal Retirement Date" shall mean the first day of the
month coincident with or immediately following the date a
Member terminates employment after attaining age 65.
2.17 "Plan" shall mean this Aristech Chemical Corporation 1996
Supplemental Pension Plan, as the same may be amended
from time to time.
2.18 "Primary Insurance Amount" shall mean the monthly amount
of old age insurance benefits under Section 202 of the
Social Security Act payable to a Member at a single age
that is not earlier than age 62 and not later than age
65. A Member's Primary Insurance Amount shall be
determined under the Social Security Act as in effect at
the time the Member's offset is determined, based on the
Member's then-current compensation and other relevant
factors.
2.19 "Retirement" shall mean a Member's retirement at his
Early Retirement Date or Normal Retirement Date, as
applicable.
2.20 "Salaried Pension Plan" shall mean the Aristech Salaried
Pension Plan, as the same may be amended from time to
time.
2.21 "Vesting Service" shall have the meaning given to that
term under the Salaried Pension Plan.
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Article III - Designation of Members
3.01 Board Action. Members of the Corporate Management
Committee of the Company shall automatically be Members
under the Plan. From time to time, the Board may
designate additional key employees of the Company as
Members eligible to participate in the Plan. Such
determination shall take the form of a resolution adopted
by the Board identifying such employees by name or by
title of position. In making such determination, the
Board shall give consideration to the function and
responsibilities of the employee, his or her past
performance, his or her contributions to the
profitability and sound growth of the Company and such
other factors as the Board may deem appropriate. Such
determination need not be uniform and may be made
selectively by the Board among the employees of the
Company.
3.02 Conditions to Benefit Payments. Notwithstanding any
provision of this Plan to the contrary, no benefits shall
be paid in respect of a Member, either directly to the
Member or to his or her Beneficiary, who is terminated
for Cause. As used herein, the term "Cause" shall be
limited to (a) action by the employee involving willful
and wanton malfeasance involving specifically a wholly
wrongful and unlawful act; (b) the employee being
convicted of a felony; or (c) a material violation by the
employee of any rule, regulation or policy of the Company
generally applicable to all employees. Nothing contained
in this Section 3.02 shall prevent the payment of
benefits in respect of a Member whose employment is
involuntarily terminated for reasons other than Cause
after such Member's benefits have vested.
Article IV - Administration
The Plan shall be administered by the Administrator in a manner not
inconsistent with the provisions of the Plan and in so doing the
Administrator shall have the authority, from time to time, to:
(a) determine whether a Member has experienced
an event giving rise to the payment of
benefits hereunder;
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(b) determine whether a Member or a Member's
Beneficiary is entitled to receive benefits
under the Plan;
(c) determine the amount of any benefit payable
hereunder;
(d) interpret the Plan and make all other
determinations and to take all other
actions necessary or advisable for the
implementation and administration of the
Plan, except in respect to the designation
of Members under Section 3.01 or
modification, amendment, or termination of
the Plan under Article VII, which actions
are reserved to the Board;
(e) appoint or employ agents and to delegate
thereto such responsibilities and duties
necessary or appropriate to the effective
administration of the Plan; and
(f) direct the payment of any benefits payable
hereunder from the general assets of the
Company.
All good faith actions, determinations and decisions of the
Administrator shall be final, conclusive and binding upon the Company,
Members and their Beneficiaries. The Administrator shall not be liable
for any action taken or decision made in good faith relating to the
Plan.
Article V - Benefits
5.01 Amount of Benefits. A Member's Accrued Benefit shall be
equal to the greater of (i) the monthly benefit earned by
the Member under the Plan immediately prior to its
amendment and restatement effective February 22, 1996
based on service, compensation and other factors then
prevailing or (ii) an amount of monthly retirement income
payable at the Member's Normal Retirement Date in the
form of a single life annuity equal to the Member's
Average Monthly Earnings multiplied by the applicable
percentage determined in accordance with Appendix A
hereto based upon the Member's years of Benefit
Calculation Service but reduced by the offsets described
in Section 5.02. If a Member has a fractional year of
Benefit Calculation Service, such fraction shall be
counted for purposes of determining the "Standard Accrual
Rate" but not the "Retroactive Cliff Bonus
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Accrual." For example, if a Member has 9.5 years of
Benefit Calculation Service, his "Cumulative Accrual"
would be 14.25 percent (13.5 percent + [.5 x 1.5
percent]).
5.02 Offsets. A Member's Accrued Benefit shall be reduced and
offset by the following amounts:
(a) the monthly amount of retirement income
payable to the Member under the Salaried
Pension Plan and any other defined benefit
pension plan maintained by the Company or
any of its affiliates or by USX or any of
its affiliates; and
(b) 50 percent of the Member's Primary
Insurance Amount.
5.03 Commencement of Benefits. The benefits payable under
this Plan shall commence to be paid at the same time as
benefits are to be paid to the Member or his or her
Beneficiary under the Salaried Pension Plan. If a
Member's benefits commence before attainment of age 62,
the Member shall be entitled to an amount equal to his
Accrued Benefit otherwise determined above reduced by
one-half of one percent (1/2 percent) for each month by
which his date of benefit commencement precedes the first
day of the month coincident with or immediately following
the date that the Member will attain age 62.
5.04 Vesting of Accrued Benefit.
(a) A Member shall acquire a fully vested interest in his
Accrued Benefit upon his death or attainment of age 65
while in the employ of the Company.
(b) Whenever the employment of a Member terminates before
Retirement and for reasons other than death, he shall be
entitled to a nonforfeitable (vested) percentage of his
Accrued Benefit, in accordance with the following table,
based on his full years of Vesting Service as of the date
of termination of employment:
Full Years of Vested Percentage
Vesting Service of Accrued Benefit
--------------- ------------------
Less than 5 years 0 percent
5 years or more 100 percent
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Notwithstanding the foregoing, upon and following a Change of Control,
a Participant shall be 100 percent vested in his Accrued Benefit.
5.05 Distribution of Benefits. Each Member may elect to
receive monthly retirement income in one of the
alternative forms listed in Section 5.06. The timing of
such elections shall be in accordance with Section 5.07.
Each of the alternative forms shall be the Actuarial
Equivalent of the monthly retirement income payable in
the single life annuity form. In the absence of an
election as to the form of benefit payment, in the case
of a Member who is not married on his annuity starting
date, the Member's Accrued Benefit shall be payable in
the single life annuity form. In the absence of an
election as to the form of benefit payment, in the case
of a Member who is married on his annuity starting date,
his Accrued Benefit shall be paid in the form described
in Section 5.06(b).
5.06 Form of Payment. Subject to the limitations of subsection
(e) below, the alternative forms of payment available
under the Plan for all types of retirement benefits are
as follows:
(a) Single Life Annuity Form. A monthly income
continuing for the life of the Member.
(b) Qualified Joint and Survivor Annuity. A monthly income
payable for the lifetime of the Member and continuing
thereafter in an amount fifty percent (50 percent) as
large to the Member's spouse for the lifetime of said
spouse.
(c) Contingent Annuitant Option. A monthly income payable
for the lifetime of the Member and continuing thereafter
in an amount fifty percent (50 percent) or one hundred
percent (100 percent) as great, as elected by the Member,
to a Co-Pensioner designated in writing by the Member for
such Co-Pensioner's life. Should the Co-Pensioner named
by the Member die prior to the Member's annuity starting
date, this election shall be void and a single life
annuity shall be paid as if election of this optional
form had never been made. Should the Co-Pensioner die
after payment of the Member's Accrued Benefit has
commenced, no alternative Co-Pensioner can be named.
(d) Lump Sum Option - A Member may elect, in lieu of the
forms of payment set forth in subsections (a), (b) and
(c) above, to receive a lump sum distribution of
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his vested Accrued Benefit in an amount equal to the
Actuarial Equivalent of such vested Accrued Benefit.
(e) Limitation. Notwithstanding any other provision of this
Plan to the contrary, if an annuity form of distribution
is payable to the Member under the terms of the Salaried
Pension Plan, then the same form of annuity payout shall
be applicable to the Member's Accrued Benefit hereunder.
5.07 Timing of Benefit Elections. Each Member shall make his
election as to the form of benefit distribution before
the later of (i) the Member's 55th birthday and (ii) 30
days after the effective date of such Member's initial
eligibility under the Plan. Such election shall be
irrevocable except as provided in Section 5.10 and as
follows:
(a) If the change is made at least 13 months prior to the
date of termination of employment, the Member may change
his election from any optional benefit form to any other
optional benefit form.
(b) If the change is not made at least 13 months prior to the
date of termination of employment, the Member may change
his election from a lump sum to an annuity or from an
annuity to a lump sum (but not from one annuity form to
another), but in such event the Member shall forfeit ten
percent (10 percent) of his Accrued Benefit, determined
as of the date the new election is effective.
5.08 Hardship Withdrawal. Following Retirement, a Member may,
in the event of a Financial Hardship, request a
withdrawal of all or a portion of his Accrued Benefit.
The request shall be made in a time and manner determined
by the Administrative Committee, shall not be for a
greater amount than the amount required to meet the
Financial Hardship, and shall be subject to approval by
the Administrative Committee.
5.09 Change in Control. If within two years after the
occurrence of a Change in Control either (i) the Plan is
terminated or (ii) a Member's employment with the Company
is terminated by the Company without Cause, an additional
three years will be added to the Member's Benefit
Calculation Service for purposes of calculating the
Member's Accrued Benefit, except for purposes of
determining the Member's eligibility for the 10 percent
"Retroactive Cliff Bonus Accrual" at 10 years of Benefit
Accrual Service and the 12.5 percent "Retroactive Cliff
Bonus Accrual" at 15 years
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of Benefit Accrual Service (as described in Appendix A),
and the Member's Accrued Benefit so calculated shall be
paid to the Member in a lump sum distribution within 30
days of the date of termination.
5.10 Change in Distribution Form. Following the occurrence of
a Change in Control, a Member or Beneficiary who is
receiving an annuity benefit shall be entitled to elect
to convert such annuity into an immediate lump sum
distribution of the Actuarial Equivalent of his Accrued
Benefit, as adjusted for any benefit payments made prior
to the date of such conversion; provided that, as a
condition of such conversion, the Member or Beneficiary,
as the case may be, shall forfeit an amount equal to six
percent (6 percent) of such lump sum benefit. If a
Change in Control has not occurred, a Member or
Beneficiary shall be entitled to elect such a conversion
from an annuity to a lump sum, but the forfeited amount
shall equal ten percent (10 percent) of the lump sum
benefit.
Article VI - Survivor Benefits
6.01 Pre-Retirement Survivor Benefit for Vested Member. In the
case of any Member who dies prior to his annuity starting
date when he is vested in his Accrued Benefit, the
Member's Beneficiary shall be entitled to a survivor
benefit, payable as follows:
(a) If such Member was eligible to immediately commence
receipt of his Accrued Benefit as of the date of his
death, such survivor benefit shall be a monthly income
payable for the life of the Beneficiary, commencing on
the first day of the month immediately following the
Member's date of death equal to the benefit that would
have been payable to the Beneficiary had the Participant
retired on the day before death, and elected immediate
commencement of benefits in a joint and 50 percent
survivor annuity form under Section 5.06(c). The last
monthly payment shall be made for the month in which the
death of such Beneficiary occurs.
(b) If such Member was not eligible to immediately commence
receipt of his Accrued Benefit hereunder as of the date
of his death, such survivor benefit shall be a monthly
income payable for the life of the Beneficiary, beginning
with the first day of the month in which the Member could
have elected
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immediate benefits had he survived ("earliest
commencement date"), equal to the benefit that would have
been payable to the Beneficiary had the Member terminated
employment on his date of death (except where termination
of employment occurred prior to his death, the Member's
date of termination of employment shall be used) and then
survived and retired on the earliest commencement date
and elected immediate commencement of benefits in a joint
50 percent and survivor annuity form under Section
5.05(c). The last monthly payment shall be made for the
month in which the death of such Beneficiary occurs.
6.02 Post-Retirement Survivor Benefit. When a Member dies
after his annuity starting date, his Beneficiary or
Co-Pensioner shall be entitled to only such benefits, if
any, due under the form of benefit paid to the Member
upon his retirement.
Article VII - Amendment and Termination
The Company, by action of the Board, may modify, alter, amend or
terminate the Plan in whole or in part, except to the extent that such
action would result in the reduction of the Accrued Benefit of any
Member. Notwithstanding the foregoing, the Company may not amend or
terminate the Plan within two (2) years following a Change in Control
without the consent of a majority of the Participants.
Article VIII - Miscellaneous
8.01 Withholding. The Member or the Beneficiary shall make
appropriate arrangements with the Company for
satisfaction of any federal, state or local income tax
withholding requirements and Social Security or other
employee tax requirements applicable to the payment of
benefits under the Plan. If no other arrangements are
made, the Company may provide, at its discretion, for
such withholding and tax payments as may be required.
8.02 Unsecured General Creditor. The rights of a Member or
his or her Beneficiary to receive payment of any benefits
under the Plan shall be and remain no greater than the
rights of an unsecured general creditor of the Company.
In the event the Company establishes a trust, which it
may but shall not be required to do, to hold money or
other property of the Company in contemplation of paying
benefits under
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the Plan, such money or other property shall remain
subject to the claims of creditors of the Company.
8.03 Nonassignability. Neither a Member nor any other person
shall have any right to commute, sell, assign, transfer,
pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual
receipt that amounts, if any payable hereunder, or any
part thereof, which are, and all rights to which are,
expressly declared to be unassignable and
nontransferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure or
sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Member or any
other person, nor be transferable by operation of law in
the event of a Member's or any other person's bankruptcy
or insolvency.
8.04 Not a Contract of Employment. The terms and conditions
of this Plan shall not be deemed to constitute a contract
of employment between the Company and the Member, and the
Member (or his or her Beneficiary) shall have no rights
against the Company except as may be specifically
provided herein. Moreover, nothing in this Plan shall be
deemed to give a Member the right to be retained in the
service of the Company or to interfere with the right of
the Company to discharge him or change his employment
status at any time.
8.05 Not a Bar to Corporate Act. Nothing contained in the
Plan shall prevent the Company from engaging in any
reorganization, recapitalization, merger, liquidation,
sale of assets or other corporate transaction.
8.06 Terms. Whenever any words are used herein in the
masculine, they shall be construed as though they were
used in the feminine in all cases where they would so
apply; and wherever any words are used herein in the
singular or in the plural, they shall be construed as
though they were used in the plural or the singular, as
the case may be, in all cases where they would so apply.
8.07 Captions. The captions of the articles, sections and
paragraphs of this Plan are for convenience only and
shall not control or affect the meaning or construction
of any of its provisions.
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8.08 Governing Laws. The provisions of this Plan shall be
construed and interpreted according to the internal laws
of the Commonwealth of Pennsylvania.
8.09 Severability. In case any provision of this Plan shall be
held illegal or invalid for any reason, said illegality
or invalidity shall not affect the remaining parts
hereof, but this Plan shall be construed and enforced as
if such illegal and invalid provision had never been
inserted herein.
8.10 Notice. Any notice or filing required or permitted to be
given to the Company under the Plan shall be sufficient
if in writing and hand delivered, or sent by registered
or certified mail, to the principal office of the
Company. Such notice shall be deemed given as of the
date of delivery or, if delivery is made by mail, as of
the date shown on the postmark on the receipt for
registration or certification. Contact should be made
with:
Supplemental Plan
Administrator
c/o Chief Financial Officer
Aristech Chemical Corporation
600 Grant Street
Pittsburgh, PA 15230
8.11 Successor. The provisions of the Plan shall be binding
on the Company and its successors and assigns. The term
successors as used herein shall include any corporate or
other business entity which shall, whether by merger,
consolidation, purchase or otherwise acquire all or
substantially all of the business and assets of the
Company, and successors of any such corporation or other
business entity.
8.12 Executive Committee Action. The Executive Committee of
the Board shall be authorized to take any action that is
within the authority of the Board under this Plan.
Article IX - Execution
In order to record the due adoption of this Plan, as restated
effective February 22, 1996, the Company has caused the execution
hereof by its authorized officers, as of the 22nd day of February,
1996.
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ARISTECH CHEMICAL CORPORATION
ATTEST:
By:____________________________ By:______________________
General Counsel & Secretary Chairman of the Board
and Chief Executive
Officer
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APPENDIX A
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YEARS OF STANDARD RETROACTIVE
BENEFIT ACCRUAL CLIFF BONUS CUMULATIVE
CALCULATION RATE ACCRUAL ACCRUAL
SERVICE
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1 1.5 percent 0 percent 1.5 percent
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2 1.5 percent 0 percent 3.0 percent
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3 1.5 percent 0 percent 4.5 percent
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4 1.5 percent 0 percent 6.0 percent
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5 1.5 percent 0 percent 7.5 percent
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6 1.5 percent 0 percent 9.0 percent
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7 1.5 percent 0 percent 10.5 percent
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8 1.5 percent 0 percent 12.0 percent
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9 1.5 percent 0 percent 13.5 percent
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10 1.5 percent 10.0 percent 25.0 percent
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11 1.5 percent 0 percent 26.5 percent
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12 1.5 percent 0 percent 28.0 percent
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13 1.5 percent 0 percent 29.5 percent
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14 1.5 percent 0 percent 31.0 percent
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15 1.5 percent 12.5 percent 45.0 percent
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16 1.0 percent 0 percent 46.0 percent
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17 1.0 percent 0 percent 47.0 percent
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18 1.0 percent 0 percent 48.0 percent
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19 1.0 percent 0 percent 49.0 percent
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20 1.0 percent 0 percent 50.0 percent
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21 1.0 percent 0 percent 51.0 percent
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22 1.0 percent 0 percent 52.0 percent
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23 1.0 percent 0 percent 53.0 percent
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24 1.0 percent 0 percent 54.0 percent
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25 1.0 percent 0 percent 55.0 percent
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26 1.0 percent 0 percent 56.0 percent
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27 1.0 percent 0 percent 57.0 percent
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28 1.0 percent 0 percent 58.0 percent
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29 1.0 percent 0 percent 59.0 percent
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30* 1.0 percent 0 percent 60.0 percent
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* and continuing at the rate of 1 percent for each full year of Benefit
Calculation Service in excess of 30.