Exhibit (10)(j)
THE LUBRIZOL CORPORATION
OFFICERS' SUPPLEMENTAL
RETIREMENT PLAN
(As Amended 2/24/03)
The Lubrizol Corporation hereby establishes, effective as of January 1,
1993, The Lubrizol Corporation Officers' Supplemental Retirement Plan (the
"Plan") for the purpose of providing deferred compensation benefits to a select
group of management or highly compensated employees.
Section 1. Definitions. For the purposes hereof, the following words
and phrases shall have the meanings indicated, unless a different meaning is
plainly required by the context:
(a) Beneficiary. The term "Beneficiary" shall mean a person
who is designated by a Participant to receive benefits payable upon his
death pursuant to the provisions of Section 6.
(b) Code. The term "Code" shall mean the Internal Revenue Code
as amended from time to time. Reference to a section of the Code shall
include such section and any comparable section or sections of any
future legislation that amends, supplements, or supersedes such
section.
(c) Company. The term "Company" shall mean The Lubrizol
Corporation, an Ohio corporation, its corporate successors and the
surviving corporation resulting from any merger of The Lubrizol
Corporation with any other corporation or corporations.
(d) Credited Service. The term "Credited Service" shall mean a
Participant's years of service with the Company equal to the number of
full and fractional years of service (to the nearest twelfth of a year)
beginning on the date the Participant first performed an hour of
service for the Company and ending on the date he is no longer employed
by the Company.
(e) Final Average Pay. Effective, January 1, 1997, the term
"Final Average Pay" shall mean the aggregated amount of Basic
Compensation (as that term is defined in the Lubrizol Pension Plan
modified to add cash (but not shares), if any, which the Participant
has elected to defer under The Lubrizol Corporation Deferred
Compensation Plan for Officers (which was adopted effective July 25,
1994) or under The Lubrizol Corporation Executive Council Deferred
Compensation Plan (which was adopted effective January 1, 1997),
received by the Participant during the three consecutive calendar years
during which such Participant received the greatest aggregate amount of
Basic Compensation, as defined above, within the most recent ten years
of employment, divided by 36.
(f) Lubrizol Pension Plan. The term "Lubrizol Pension Plan"
shall mean The Lubrizol Corporation Pension Plan as the same shall be
in effect on the date of a Participant's retirement, death, or other
termination of employment.
(g) Normal Retirement Date. The term "Normal Retirement Date"
shall mean the first day of the month following the date on which a
Participant attains age sixty-five (65).
(h) Participant. The term "Participant" shall mean the Chief
Executive Officer, the Chief Operating Officer and any other officer of
the Company who is designated by the Board of Directors of the Company
and the Chief Executive Officer to participate in the Plan, and who has
not waived participation in the Plan.
(i) Plan. The term "Plan" shall mean a deferred compensation
plan set forth herein, together with all amendments hereto, which Plan
shall be called "The Lubrizol Corporation Officers' Supplemental
Retirement Plan."
(j) Change in Control. Effective February 26, 2001, the term
"Change in Control" shall mean the occurrence of any of the following
events:
(i) The Company is merged, consolidated or
reorganized into or with another corporation or other legal
person, and immediately after such merger, consolidation or
reorganization less than a majority of the combined voting
power of the then-outstanding securities of such corporation
or person immediately after such transaction are held in the
aggregate by the holder of the Voting Stock (as that term is
hereafter defined) of the Company immediately prior to such
transaction;
(ii) The Company sells all or substantially all of
its assets to any other corporation or other legal person,
less than a majority of the combined voting power of the
then-outstanding securities of such corporation or person
immediately after such sale are held in the aggregate by the
holders of Voting Stock of the Company immediately prior to
such sale;
(iii) There is a report filed on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form or report),
each as promulgated pursuant to the Securities Exchange Act of
1934 ("Exchange Act"), disclosing that any person (as the term
"person" is used in Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange
Act) of securities representing 20 percent or more of the
combined voting power of the then-outstanding securities
entitled to vote generally in the election of directors of the
Company ("Voting Stock");
(iv) The Company files a report or proxy statement
with the Securities and Exchange Commission pursuant to Form
8-K or Schedule 14A (or any successor schedule, form or report
or item therein) that a change of control of the Company has
or may have occurred or will or
may occur in the future pursuant to any then-existing
contract or transaction; or
(v) If during any period of two consecutive years,
individuals who at the beginning of the such period constitute
the Directors of the Company cease for any reason to
constitute at least a majority thereof, provided, however,
that for purposes of this clause (v), each Director who is
first elected, or first nominated by a vote of at least two
thirds of the Directors of the Company (or a committee
thereof) then still in office who were Directors of the
Company at the beginning of any such period will be deemed to
have been a Director of the Company at the beginning of such
period.
Notwithstanding the foregoing provisions of Section 1(j)(iii) or
1(j)(iv) hereof, unless otherwise determined in a specific case by
majority vote of the Board of Directors of the Company, a "Change in
Control" shall not be deemed to have occurred for purposes of this
Trust Agreement solely because (i) the Company , (ii) an entity in
which the Company directly or indirectly beneficially owns 50 percent
or more of the voting securities, or (iii) any Company-sponsored
employee stock ownership plan or any other employee benefit plan of the
Company, either files or becomes obligated to file a report or a proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form
8-K or Schedule 14A (or any successor schedule, form or report or item
therein) under the Exchange Act, disclosing beneficial ownership by it
of shares of Voting Stock, whether in excess of 20 percent or
otherwise, or because the Company reports that a change in control of
the Company has or may have occurred or will or may occur in the future
by reason of such beneficial ownership.
Section 2. Vesting. Effective February 24, 2003, a Participant who is
the Chief Executive Officer, Chief Operating Officer or President of the Company
shall be 100 percent vested in his accrued supplemental retirement benefit
hereunder. All other Participants shall become 100 percent vested in his accrued
supplemental retirement benefit upon the earliest of the following events: his
reaching age 60; his death; his becoming disabled and receiving benefits
pursuant to the Company's long-term disability plan; or a Change of Control.
Section 3. Normal Retirement Benefit. Each Participant who retires from
employment with the Company on or after his Normal Retirement Date shall
receive, subject to the provisions of Sections 6 and 7, a monthly supplemental
retirement benefit which shall be equal to two percent (2%) of his Final Average
Pay multiplied by his Credited Service (up to 30 years) offset by the following
amounts:
(a) Benefits payable to the Participant under the Lubrizol
Pension Plan;
(b) Benefits payable to the Participant under The Lubrizol
Corporation Employees' Stock Purchase and Savings Plan, including
benefits attributable to Matching Contributions, but excluding benefits
attributable to CODA Contributions, Supplemental Contributions,
Rollover Contributions or Transferred Contributions, as defined
thereunder;
(c) Benefits payable to the Participant under The Lubrizol
Corporation Employees' Profit-Sharing Plan;
(d) Benefits payable to the Participant under The Lubrizol
Corporation Excess Defined Contribution Plan;
(e) Benefits payable to the Participant under The Lubrizol
Corporation Excess Defined Benefit Plan;
(f) The Participant's Social Security benefits;
(g) Any other employer-provided benefits not specifically
excluded herein which are payable to the Participant pursuant to any
qualified or nonqualified retirement plan maintained by the Company.
Such offsets shall be determined using the actuarial factors provided
in the Lubrizol Pension Plan.
Section 4. Early Retirement Eligibility and Determination of Benefit.
Effective February 26, 2001, each Participant who retires from employment with
the Company at or after age 55, but prior to his Normal Retirement Date, shall
receive a percentage of his vested supplemental retirement benefit determined
under Section 3, in accordance with the early retirement schedule provided in
the Lubrizol Pension Plan.
Section 5. Termination of Employment. Effective February 26, 2001, if a
Participant terminates employment prior to age 55, he shall receive the
actuarial equivalent of his vested supplemental retirement benefit determined
under Section 3 in a single lump-sum payment; such actuarial equivalent of which
shall be calculated using the same actuarial factors and interest rates used in
the Lubrizol Pension Plan as in effect on the date the Participant terminates
employment in accordance with this Section 5.
Section 6. Payment to Participant. (Effective November 27, 1995)
(a) Each Participant who retires in accordance with Sections 3
or 4 shall receive payment of his supplemental pension benefit under
the Plan determined as of his date of retirement in the standard form
of benefit of a monthly retirement benefit commencing within 30 days
following retirement and payable to such Participant for his lifetime
following such retirement, with the continuance to his Beneficiary of
such amount after his death for the remainder, if any, of the 120-month
term that commenced with the date as of which the first payment of such
monthly benefit is made, and with any such monthly benefits remaining
unpaid upon the death of the survivor of the Participant and his
Beneficiary to be made to the estate of such survivor.
(b) Participants may instead elect within a 60 day period
commencing 90 days prior to retirement to receive the actuarial
equivalent of the standard form of benefit determined under paragraph
a, on the date of retirement, in accordance with any one of the
following options:
(i) a single lump-sum payment payable within 30 days
following retirement;
(ii) effective October 1, 2000, a single lump-sum
payment payable within 30 days following the end of the
calendar year in which the Participant retires. Interest on
the lump-sum deferral shall accrue and be paid with the
lump-sum; such interest to be computed at the applicable
interest rate, as defined in Section 417(e)(3)(A)(ii)(II) of
the Code, in effect on the date of retirement;
(iii) a reduced monthly retirement benefit commencing
within 30 days following retirement and payable to such
Participant for his lifetime following his retirement, with
the continuance of a monthly benefit equal to fifty percent
(50%) of such reduced amount after his death to his
Beneficiary during the lifetime of the Beneficiary, provided
that such Beneficiary is living at the time of such
Participant's retirement and survives him;
(iv) a reduced monthly retirement benefit commencing
within 30 days following retirement and payable to such
Participant for his lifetime following his retirement, with
the continuance of a monthly benefit equal to one hundred
percent (100%) of such reduced amount after his death to his
Beneficiary during the lifetime of the Beneficiary, provided
such Beneficiary is living at the time of such Participant's
retirement and survives him.
(v) annual installments of up to ten payments, the
first of which shall be paid within 30 days following
retirement, and subsequent installments of which shall be paid
on the anniversary date of the payment of the first
installment. Such installments shall be determined by dividing
the commuted lump-sum equivalent of the supplemental
retirement benefit (determined in the same manner as under the
Lubrizol Pension Plan) by the number of installments to be
paid and adjusting for interest based on the interest rate
used to determine the commuted lump-sum payment. Installments
after the first installment shall include such interest which
accrues during the 12-month period occurring since the date
the prior installment was paid.
Notwithstanding the foregoing provisions of the Plan to the contrary,
if the present actuarial value of any retirement benefit or survivor benefit
under the Plan to any person, determined as described above, is less than
$25,000, such benefit shall be paid in a single lump-sum payment to such person
within 30 days following retirement.
Section 7. Payment in the Event of Death Prior to Commencement of
Distribution. Effective February 26, 2001, if a Participant dies prior to
commencement of benefits under the Plan, his surviving spouse, if any, shall be
eligible for a survivor benefit which is equal to one-half of the reduced
monthly benefit the Participant would have received under the Plan if the
Participant was 100 percent vested in his accrued supplemental retirement
benefit, had terminated employment on the day before his death and had elected
to receive his benefit hereunder in the form of a 50 percent joint and survivor
annuity. In
making the determinations and reductions required in this Section 7, the Company
shall apply the assumptions then in use under the Lubrizol Pension Plan. For
purposes hereof, a surviving spouse shall only be eligible for a benefit under
this Section 7, if such spouse had been married to the deceased Participant for
at least one year as of the date of the Participant's death.
Section 8. Actuarial Factors. All actuarial assumptions and factors
used in this Plan shall be the same as those used in the Lubrizol Pension Plan.
Section 9. Funding. The obligation of the Company to pay benefits
provided hereunder shall be unfunded and unsecured and such benefits shall be
paid by the Company out of its general funds. In order to provide a source of
payment for its obligations under the Plan, the Company may cause a trust fund
to be maintained and/or arrange for insurance contracts. Subject to the
provisions of the trust agreement governing any such trust fund or the insurance
contract, the obligation of the Company under the Plan to provide a Participant
with a benefit shall nonetheless constitute the unsecured promise of the Company
to make payments as provided herein, and no person shall have any interest in,
or a lien or prior claim upon, any property of the Company.
Section 10. Plan Administrator. The Company shall be the plan
administrator of the Plan. The plan administrator shall perform all ministerial
functions with respect to the Plan. Further, the plan administrator shall have
full power and authority to interpret and construe the Plan and shall determine
all questions arising in the administration, interpretation, and application of
the Plan. Any such determination shall be conclusive and binding on all persons.
The plan administrator shall employ such advisors or agents as it may deem
necessary or advisable to assist it in carrying out its duties hereunder.
Section 11. Not a Contract of Continuing Employment. Nothing herein
contained shall be construed as a commitment or agreement on the part of the
Participant to continue his employment with the Company, and nothing herein
contained shall be construed as a commitment or agreement on the part of the
Company to continue the employment or the annual rate of compensation of the
Participant for any period, and the Participant shall remain subject to
discharge to the same extent as if this Plan had never been put into effect.
Section 12. Right of Amendment and Termination. Effective October 1,
1994, the Company reserves the right to amend or terminate the Plan in whole or
in part at any time and to suspend operation of the Plan, in whole or in part,
at any time, by resolution or written action of its Board of Directors or by
action of a committee to which such authority has been delegated by the Board of
Directors; provided, however, that no amendment shall result in the forfeiture
or reduction of the interest of any Participant or person claiming under or
through any one or more of them pursuant to the Plan. Any amendment of the Plan
shall be in writing and signed by authorized individuals.
Section 13. Termination and Distribution of Accrued Benefits. The Plan
may be terminated at any time by the Company, and in that event the amount of
the accrued benefits as of the date of such termination shall remain an
obligation of the Company and shall be payable as if the Plan had not been
terminated.
Section 14. Construction. Where necessary or appropriate to the meaning
hereof, the singular shall be deemed to include the plural, the plural to
include the singular, the masculine to include the feminine, and the feminine to
include the masculine.
Section 15. Severability. In the event any provision of the Plan is
deemed invalid, such provision shall be deemed to be severed from the Plan, and
the remainder of the Plan shall continue to be in full force and effect.
Section 16. Governing Law. Except as otherwise provided, the provisions
of the Plan shall be construed and enforced in accordance with the laws of the
State of Ohio.