Exhibit (10)(y)
THE LUBRIZOL CORPORATION
2005 EXECUTIVE COUNCIL
DEFERRED COMPENSATION PLAN
1. Purpose. The purpose of this 2005 Executive Council Deferred Compensation
Plan (the "Plan") is to permit a person who is a member of the Executive Council
(sometimes hereinafter referred to as the "Member" or as the "Participant"), and
who is employed by The Lubrizol Corporation (the "Company"), to defer a portion
of such Member's compensation earned in calendar years beginning on or after
January 1, 2005, as provided in this Plan.
2. Administration. The Plan shall be administered by the Organization and
Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee's interpretation and construction of all provisions
of the Plan shall be binding and conclusive upon all Participants and their
heirs and/or successors.
3. Right to Defer Compensation.
(a) A Member may, at any time prior to January 1 of a given calendar year,
elect, for one or more future successive calendar years commencing with the
calendar year immediately following the election (each a "Participation Year"),
to defer under the Plan a pre-selected fixed dollar amount or percentage of such
Member's annual variable compensation, if any (the "deferred compensation"),
under the Company's annual incentive plan ("Incentive Plan"), which such
Participant may thereafter be entitled to receive for services performed during
each elected Participation Year; provided, however that the actual amount
deferred will be the elected amount less any applicable withholding taxes.
(b) The election under this Section 3 shall take effect on the first day
of the first elected Participation Year and such election shall be irrevocable
for any elected Participation Year once such Participation Year shall have
commenced.
(c) Notwithstanding paragraphs (a) and (b), when an individual Member
first becomes eligible to participate in the Plan, the newly eligible Member may
make the election under this Section 3 to defer the specified compensation for
services to be performed subsequent to the date specified in the election and
for the remainder of the calendar year in which the election under this Section
3 is made, provided that such election is made within 30 days after the date
that the Member is notified of the Member's eligibility.
(d) All elections under this Plan shall be made by written notice (on a
form provided by the Company) specifying the deferred compensation, if any,
determined under paragraph (a).
(e) A Participant must make an election for each Participation Year.
Notwithstanding paragraph (b) and the first sentence of this paragraph (e), any
variable compensation earned after the end of the first month in which a
Participant under this Plan ceases to be a Member, as defined in Section 1, but
continues to be employed by the Company, shall not be deferred, provided
however, the balance in the Participant's
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Stock Deferral Accounts shall continue to be held and administered pursuant to
the Plan.
(f) All notices by a Participant under the Plan shall be in writing and
shall be given to the Company's Vice President, Human Resources.
4. Stock Deferral Accounts and Stock Matching Accounts.
(a) At the close of business of the day on which the Incentive Plan
deferred compensation would have been payable to the Participant in the absence
of the election under the Plan to defer payment thereof, there shall be credited
to a separate Stock Deferral Account and Stock Matching Account for each
Participant full and fractional stock equivalent units ("Units") which shall be
established as hereinafter provided and shall be maintained for each Participant
on the Company's records.
(b) The number of full and fractional Units that shall be credited to a
separate Stock Deferral Account for a Participant shall be equal to an amount
determined by dividing the Participant's deferred compensation for the
applicable Participation Year by the average of the closing price for Lubrizol
Common Shares ("Shares") on the New York Stock Exchange ("NYSE") composite
transactions reporting system ("composite tape") for each of the ten (10)
consecutive trading days commencing on the fourth business day following the
release of earnings for such Participation Year.
(c) The number of full and fractional Units that shall be credited to a
separate Stock Matching Account for a Participant shall be equal to an amount
determined by multiplying the number of Units determined in paragraph (b) by
..25.
(d) To the extent that, at the time Units are credited to a Stock Deferral
Account Stock Matching Account of a Participant, any federal, state or local
payroll withholding tax applies (e.g., Medicare withholding tax), the
Participant shall be responsible for the payment of such amount to the Company
and the Company shall promptly remit such amount to the proper taxing authority.
(e) The amount of deferred compensation used in the formulae set forth in
paragraphs (b) and (c) shall not constitute sums due and owing to Participant.
Such amounts shall be used solely as part of the formulae to determine the
number of full and fractional Units.
(f) As of each dividend payment date established by the Company for the
payment of cash dividends with respect to its Shares, the Company shall credit
each separate Stock Deferral Account and Stock Matching Account of a Participant
with an additional number of whole and/or fractional Units equal to:
(i) the product of (x) the dividend per Share which is payable
with respect to such dividend payment date, multiplied by (y)
the number of whole and fractional Units credited to the
separate Stock Deferral Account and Stock Matching Account,
respectively, of the Participant as of such payment date;
divided by
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(ii) the closing price of a Share on the dividend payment date (or
if Shares were not traded on that date, on the next preceding
day on which Shares were so traded), as reported on the NYSE-
composite tape.
(g) At no time prior to actual delivery of Shares pursuant to the Plan
shall the Company be obligated to purchase or reserve Shares for delivery to any
Participant and a Participant shall not be a shareholder or have any of the
rights of a shareholder with respect to the Units credited to each separate
Stock Deferral Account or Stock Matching Account of a Participant.
5. Payment of Deferred Compensation.
(a) All Units credited to a separate Stock Deferral Account and Stock
Matching Account of Participant, including dividend equivalents thereon, shall
be payable to the Participant at the end of three years from the first date
Units were credited to such separate Stock Deferral Account and Stock Matching
Account of the Participant under Section 4(a) for a particular Participation
Year; provided, however, that a Participant may elect once for any Participation
Year of deferral, to change the date of distribution to another in-service year
or six (6) months after the Participant has separated from service; provided
further, that any such modification must be made in writing at least twelve (12)
months prior to the original date of distribution; provided further, that the
deferred distribution date must be at least five (5) years after the date
originally selected.
(b) All distributions or payments of Units to a Participant in the
Participant's Stock Deferral Account shall be made in Shares equal to the number
of whole Units credited to the separate Stock Deferral Account(s) of the
Participant which become payable in accordance with Section 5(a). Any fractional
number of Units shall be paid in cash in lieu of Shares.
(c) All distributions or payments of Units to a Participant in the
Participant's Stock Matching Account shall be made in cash equal to the number
of whole Units credited to the separate Stock Matching Account(s) of the
Participant, which become payable in accordance with Section 5(a) multiplied by
the closing price for a Share on the NYSE composite tape on the date the Stock
Matching Account(s) become payable.
(d) To the extent that, at the time Shares are distributed to a
Participant, any federal, state or local payroll withholding tax applies, tax
withholding for distributions shall be made from those Shares that would provide
for the federal, state and/or local income tax at the rates then applicable for
supplemental wages, unless otherwise requested by the Participant, but in no
event less than the statutory minimums for tax withholding. For purposes of
determining the number of Shares that are to be withheld to provide for the tax
withholding, Shares shall be valued at the closing price on the New York Stock
Exchange of a Share on the date the Shares are distributable (or if the Shares
were not traded on that date, on the next preceding day on which the Shares were
so traded). If the determination of the tax withholding would require the
withholding of a fractional Share, the Company shall withhold the nearest whole
number of Shares needed to pay the tax withholding, rounded up, and remit to the
Participant in cash the amount of the excess after the withholding taxes have
been satisfied.
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(e) In the event a Participant dies prior to receiving payment of the
entire amount in each separate Stock Deferral Account and Stock Matching Account
of the Participant, the unpaid balance shall be paid to such beneficiary as the
Participant may have designated in writing to the Vice President, Human
Resources, of the Company as the beneficiary to receive any such post-death
distribution under the Plan or, in the absence of such written designation, to
the Participant's legal representative or to the beneficiary designated in the
Participant's last will as the one to receive such distributions. Distributions
subsequent to the death of a Participant may be made either in accordance with
Section 5(a) or earlier, as determined by the Committee.
(f) To the extent the Committee deems necessary, the Shares distributed to
a Participant pursuant to Section 5(a) or 6 or to a successor pursuant to
Section 5(e) may contain such restrictions on the right of immediate transfer as
the Committee may reasonably determine.
6. Acceleration of Payments. The Committee may accelerate the distribution of
part or all of one or more of a Participant's separate Stock Deferral Accounts
and Stock Matching Accounts for reasons of an unforeseeable emergency that
cannot be met using other resources. For purposes of the Plan, an unforeseeable
emergency shall be deemed to exist in the event the Committee determines that a
Participant needs a distribution to meet a severe hardship to the Participant
resulting from a sudden or unexpected illness or accident of the Participant or
a member of the Participant's family, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable circumstance arising
as a result of events beyond the control of the Participant. A distribution
based on financial hardship shall not exceed the amount required to meet the
immediate financial need created by the hardship.
7. Non-assignability. None of the rights or interests in any of the
Participant's separate Stock Deferral Accounts and Stock Matching Accounts
shall, at any time prior to actual payment or distribution pursuant to the Plan,
be assignable or transferable in whole or in part, either voluntarily or by
operation of law or otherwise, and such rights and interest shall not be subject
to payment of debts by execution, levy, garnishment, attachment, pledge,
bankruptcy or in any other manner.
8. Interest of Participant. The Company shall be under no obligation to
segregate or reserve any funds or other assets for purposes relating to the Plan
and, except as set forth in this Plan, no Participant shall have any rights
whatsoever in or with respect to any funds or other assets held by the Company
for purposes of the Plan or otherwise. Each Participant's separate Stock
Deferral Accounts and Stock Matching Accounts maintained for purposes of the
Plan merely constitutes a bookkeeping entry on records of the Company,
constitutes the unsecured promise and obligation of the Company to make payments
as provided herein, and shall not constitute any allocation whatsoever of any
cash or other assets of the Company or be deemed to create any trust or special
deposit with respect to any of the Company's assets. Notwithstanding the
foregoing provisions, nothing in this Plan shall preclude the Company from
setting aside Shares or funds in trust pursuant to one or more trust agreements
between a trustee and the Company. However, no Participant shall have any
secured interest or claim in any assets or property of the Company or any such
trust and all Shares or funds contained in such trust shall remain subject to
the claims of the Company's general creditors.
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9. Miscellaneous. In the event of any change in the number of outstanding Shares
by reason of any stock dividend, stock split up, recapitalization, merger,
consolidation, exchange of shares or other similar corporate change, the number
of Units credited to each separate Stock Deferral Account and Stock Matching
Account of a Participant shall be appropriately adjusted to take into account
any such event.
10. Amendment. The Board of Directors of the Company, or the Organization and
Compensation Committee, may, from time to time, amend or terminate the Plan,
provided that no such amendment or termination of the Plan shall adversely
affect any Stock Deferral Account or Stock Matching Account of a Participant as
it existed immediately before such amendment or termination or the manner of
distribution thereof, unless such Participant shall have consented thereto in
writing. Notice of any amendment or termination of the Plan shall be given
promptly to all Participants.
11. Plan Implementation. This Plan is adopted and effective for deferrals of
variable compensation earned for calendar years beginning on and after January
1, 2005.
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