Exhibit 10.10
THE LUBRIZOL CORPORATION
ANNUAL INCENTIVE PAY PLAN
(Amended and Restated Effective January 1, 2005)
INTRODUCTION
The Lubrizol Corporation (hereinafter referred to as the "Corporation")
hereby establishes, effective as of January 1, 2005, The Lubrizol Corporation
Annual Incentive Pay Plan (hereinafter referred to as the "Plan") in order to
provide an award for employees which reflects the pursuit of superior
performance, increased customer satisfaction and enhancement of shareholder
value. Awards for participating employees under the Plan shall depend upon
corporate performance measures as determined by the Committee for the Plan Year.
Except as otherwise provided, the Plan shall be administered by the
Organization and Compensation Committee (hereinafter referred to as the
"Committee") of the Board of Directors of the Corporation. The Committee shall
have conclusive authority to construe and interpret the Plan and any agreements
entered into under the Plan and to establish, amend, and rescind rules and
regulations for its administration. The Committee shall also have any additional
authority as the Board may from time to time determine to be necessary or
desirable.
ARTICLE I
DEFINITIONS
1.01 Definitions. The following terms shall have the indicated meanings for
purposes of the Plan:
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Chief Executive Officer" shall mean the chief executive officer of
the Corporation.
(c) "Committee" shall mean the Organization and Compensation Committee of
the Board, or other designated committee of the Board, consisting of
persons who are not Employees or Foreign Employees.
(d) "Corporation" shall mean The Lubrizol Corporation, a corporation
organized under the laws of the State of Ohio.
(e) "Director" shall mean a member of the Board.
(f) '"Employee" shall mean any person other than an Officer, who is
employed for a wage or salary by the Corporation or a domestic
Subsidiary.
(g) "Foreign Employee" shall mean any person who is employed for a wage or
salary by an international Subsidiary of the Corporation.
(h) "Foreign Participant" shall mean any Foreign Employee who has been
selected by the Committee pursuant to Article VI of the Plan, and who
has not for any reason becomes ineligible to participate in the Plan.
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(i) "Individual Award" shall mean the amount paid (or to be paid) to a
Participant or Foreign Participant, as the case may be, by the
Corporation pursuant to the Plan.
(j) "Individual Performance Shares" shall have the definition, and shall
be determined, as set forth in Section 3.02 herein.
(k) "Officer shall mean an employee of the Corporation or a Subsidiary who
is a member of the Executive Council of the Corporation.
(l) "Participant" shall mean all Officers, and any Employee who has been
selected by the Committee pursuant to Article II herein to participate
in the Plan, and have not for any reason become ineligible to
participate in the Plan.
(m) "Pay" shall be determined at the time of calculating the Individual
Performance Shares and shall be the Participant's base pay.
(n) "Plan" shall mean The Lubrizol Corporation Annual Incentive Pay Plan,
effective January 1, 2005.
(o) "Plan Year" shall mean each twelve-month period commencing January 1
and ending December 31.
(p) "Subsidiary" shall mean any corporation, foreign or domestic, that is
wholly or partially (but not less than 50%) owned directly or
indirectly by the Corporation.
1.02 Construction. Where necessary or appropriate to the meaning of a word,
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.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.01 Eligibility. All Employees and Officers shall be eligible to
participate in the Plan.
2.02 Participation. All Officers shall participate in the Plan. In
addition, the Committee shall determine which Employees shall participate in the
Plan for each Plan Year. The Committee may also determine which Employees hired
during the Plan Year shall participate in the Plan for such Plan Year. The
Committee's selection of Participants shall be after considering recommendations
presented to it by the Chief Executive Officer.
ARTICLE III
INDIVIDUAL PERFORMANCE SHARES
3.01 In General. At the time the Committee selects Participants for any
Plan Year, the Committee shall, after consideration of the recommendations of
the Chief Executive Officer, establish, for each Plan Year, Individual
Performance Shares for each Participant.
3.02 Calculation of Individual Performance Shares. Individual Performance
Shares shall be calculated in the following manner:
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(a) The Pay of each Participant shall be multiplied by a designated
percentage which shall take into account the Participant's position in
the Corporation. Such designated percentage shall be determined by the
Committee.
(b) The product for each Participant, determined pursuant to the
calculation in paragraph (a) above, shall be divided by the sum of all
such amounts produced for all Participants calculated in accordance
with paragraph (a) above.
(c) The quotient determined for each Participant, calculated pursuant to
paragraph (b) above, shall be multiplied by 100 and rounded, up or
down, to the nearer whole number to produce the number of each
Participant's Individual Performance Shares.
Individual Performance Shares may be either increased or decreased, at any
time, or from time to time, during a Plan Year, for any Participant at the sole
discretion of the Committee in order to reflect any change in the individual
contribution under the formula set forth in this Section 3.02.
ARTICLE IV
DETERMINATION OF FUND
4.01 Fund. A fund shall be accrued on a monthly basis during each Plan
Year, based upon a fixed percentage of the Corporation's monthly consolidated
net income during such Plan Year (the "Fund"), as established by the Committee,
which percentage may be increased or decreased at any time, and from time to
time, prior to the end of the Plan Year at the discretion of the Committee. The
Fund shall consist of bookkeeping accruals on the books of the Corporation and
no cash or other property shall be set aside by the Corporation for these
purposes.
4.02 Post-Plan Year Fund Adjustment. At the beginning of each Plan Year,
corporate initiatives for the Plan Year will be categorized into corporate
performance measures and shall be presented to the Committee by the Chief
Executive Officer. In February following the Plan Year, the Chief Executive
Officer shall evaluate the outcome of the performance measures for the Plan Year
just concluded and shall present his evaluation to the Committee which the
Committee may, at its discretion, increase or decrease the amount of the Fund.
ARTICLE V
INDIVIDUAL AWARDS
5.01 Allocation. Each Participant's Individual Award for a Plan Year shall
be calculated in January following the close of the Plan Year and shall be an
amount determined as follows:
(a) Divide the total Fund, as finally approved by the Committee, by the
total Individual Performance Shares of all Participants;
(b) For each Participant, multiply the amount determined in paragraph (a)
by such Participant's Individual Performance Shares; and
(c) The product determined in paragraph (b) shall be the tentative amount
of the Participant's Individual Award which may be increased or
decreased in the sole discretion of the Committee.
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The Committee may also in its sole and unrestricted discretion determine
Individual Awards for Participants who were hired during the Plan Year. No
Participant shall have any vested interest in, or be entitled to, any Individual
Award unless and until payment is authorized by the Committee.
5.02 Time and Method of Payment of Individual Awards. In the event the
Committee determines that a Participant is entitled to an Individual Award, the
Corporation shall pay such Individual Award to that Participant by the 15th of
the third month following the close of the Plan Year. A Participant, who leaves
the Corporation's employ after the Plan Year but prior to the payment of an
Individual Award, except in the case of retirement under the provisions of a
qualified defined benefit plan maintained by the Corporation, disability or
death, will not be eligible to receive any payment under this Plan. However, an
Individual Award may be made to such a Participant in those instances where
recommendation for such a payment has been made by the Chief Executive Officer
and approved by the Committee.
In the event a Participant dies after the Plan Year but prior to the
payment of any Individual Award with respect to the Plan Year, any Individual
Award determined to be payable by the Committee shall be paid by the Corporation
to the Participant's estate.
5.03 Conditions. Anything contained herein to the contrary notwithstanding,
the payment of Individual Awards to Participants with respect to any Plan Year
is conditioned upon the availability of adequate corporate profits for the
Corporation's fiscal year coinciding with any Plan Year. The determination of
whether adequate corporate profits exist shall be made by the Board in its sole
and unrestricted judgment and discretion and such determination shall be
conclusive and binding.
ARTICLE VI
AWARDS FOR FOREIGN EMPLOYEES
6.01 Participation. The Committee shall determine which Foreign Employees
shall participate in the Plan for each Plan Year. The Committee's selection of
Foreign Participants shall be made after considering recommendations presented
to it by the Chief Executive Officer.
6.02 Individual Awards. At the time the Individual Awards are determined
for Participants, the Committee shall, in its discretion, after consideration of
the recommendations of the Chief Executive Officer, establish for each Plan Year
Individual Awards for each Foreign Participant.
6.03 Payment of Awards. Individual Awards to each Foreign Participant shall
be paid by the international Subsidiary that is the employer of such Foreign
Participant at the same time as payment is made to Participants under Section
5.02. All payments shall be converted from the U.S. dollar measurement under the
Plan to the currency of the country of such Subsidiary at the currency exchange
rate in effect at the time the Individual Award is determined. All applicable
withholding taxes shall be withheld from the distribution and remitted by the
international subsidiary to the appropriate taxing authority.
6.04 Conditions.
(a) A Foreign Employee who leaves the international Subsidiary's employ
after the end of the Plan Year but prior to the payment of an
Individual Award, except in the case of retirement in accordance with
the customary practice of such
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Subsidiary, disability or death, will not be eligible to receive any
payment under this Plan. However, an Individual Award may be made to
such a Foreign Participant in those instances where recommendation for
such a payment has been made by the Chief Executive Officer and
approved by the Committee.
(b) In the event a Foreign Participant dies after the Plan year but prior
to the payment of any Individual Award with respect to the Plan Year,
any Individual Award determined by the Committee to be payable, shall
be paid by the international Subsidiary to the Foreign Participant's
estate or in accordance with local laws.
ARTICLE VII
CHANGE OF CONTROL
7.01 Effect of Change in Control. In the event a Change in Control of the
Corporation (as defined in Section 7.02) occurs prior to final determination by
the Committee of the amounts of Individual Awards to be paid under the Plan with
respect to any Plan Year, the Committee shall calculate such Individual Awards
as soon as practicable after such Change in Control. The Fund from which
Individual Awards are to be made shall be based upon accruals by the Corporation
up to the time of such Change in Control and Individual Awards shall be
calculated in accordance with Sections 5.01 and 6.02 herein. Payment of such
Individual Awards shall be made within thirty (30) days of the date on which the
determination is made to compute the payments according to the terms of this
Section 7.01.
7.02 For all purposes of the Plan, a "Change in Control of the Corporation"
shall have occurred if any of the following events shall occur:
(a) Any one person, or more than one person acting as a group, acquires
ownership of the securities of the Corporation that, together with the
securities held by such person or group, constitutes more than 50
percent of the total fair market value or total voting power of the
securities of the Corporation;
(b) Any person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most
recent acquisition by such person) assets from the Corporation that
have a total gross fair market value equal to or more than 40 percent
of the total gross fair market value of all the asserts of the
Corporation immediately prior to such acquisition or acquisitions;
(c) Any person (as the term "person" is used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act) acquires (or has acquired during
the 12-month period ending on the date of the most recent acquisition
by such person) ownership of securities representing 35% or more of
the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors of the Corporation
("Voting Stock"); or
(e) If during any period of 12-month period, individuals who, at the
beginning of any such period constitute the Directors of the
Corporation, cease for any reason to constitute at least a majority
thereof, unless the election, or the nomination for election by the
Corporation's stockholders, of each Director of the Corporation first
elected during such period was approved by a vote of a majority of the
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Directors of the Corporation then still in office who were Directors
of the Corporation at the beginning of any such period.
Notwithstanding the foregoing, a Change of Control shall have only occurred
in accordance with the regulations promulgated under Section 409A of the
Internal Revenue Code of 1986, as amended.
ARTICLE VIII
ADMINISTRATION
8.01 Plan Administrator. The Committee shall be the Plan administrator.
8.02 Duties of Plan Administrator.
(a) The Committee shall administer the Plan in accordance with its terms
and shall have all powers necessary to carry out the provisions of the
Plan including, but not limited to, the following:
(1) Determination of Employees and Foreign Employees who are eligible
for Plan participation;
(2) Determination of the amount of the Fund to be distributed to
Participants and Foreign Participants for each Plan Year; and
(3) Determination of each Officer's actual Individual Award.
(b) The Committee shall interpret the Plan and shall resolve all questions
arising in the administration, interpretation, and application of the
Plan. Any such determination of the Committee shall be conclusive and
binding on all persons.
(c) The Committee shall establish such procedures and keep such records or
other data as the Committee in its discretion determines necessary or
proper for the administration of the Plan.
(d) The Committee may delegate administrative responsibilities to such
person or persons as the Committee deems necessary or desirable in
connection with the administration of the Plan.
ARTICLE IX
MISCELLANEOUS
9.01 Unfunded Plan. The Corporation shall be under no obligation to
segregate or reserve any funds or other assets for purposes relating to this
Plan and no Participant or Foreign Participant shall have any rights whatsoever
in or with respect to any funds or assets of the Corporation.
9.02 Non-Alienation. Since a Participant or Foreign Participant does not
have any rights to any Individual Award under the Plan until the time that
payment of such Individual Award is made, no anticipated payment of any
Individual Award shall be subject in any manner to alienation, sale, transfer,
assignment, pledge, attachment, garnishment or encumbrance of any kind. If a
Participant or Foreign Participant attempts to alienate, sell, transfer, assign,
pledge or otherwise encumber any such anticipated Individual Award, or if he has
filed or will be filing for bankruptcy, the Committee in its discretion may
cause such amounts as would
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otherwise become payable to such Participant or Foreign Participant at such time
or times to be paid to or applied for the benefit of such one or more of the
following as the Committee in its sole and unrestricted judgment and discretion
may designate: the Participant or Foreign Participant, his spouse, child or
children, or other dependents.
9.03 Unclaimed Payments. Should the whereabouts of any Participant or
Foreign Participant entitled to receive any Individual Award be unknown to the
Corporation, and unascertainable after reasonable inquiry by the Corporation,
for a period of two years from the date of scheduled payment of the Individual
Award, the right of such person to receive payments hereunder shall be
terminated, and the amounts which would otherwise have been payable to such
person shall be forfeited.
9.04 Actions or Decisions with Respect to the Plan. Any decision or action
of the Corporation, the Board, or the Committee, arising out of or in connection
with the administration and operation of this Plan, may be made or taken in
their sole and unrestricted judgment and discretion, and such decision or action
shall be conclusive and binding upon all Participants and Foreign Participants.
9.05 No Employment Rights. Nothing herein contained shall be construed as a
commitment or agreement upon the part of any Participant, Foreign Participant,
Employee or Foreign Employee hereunder to continue his employment with the
Corporation or a Subsidiary, and nothing herein contained shall be construed as
a commitment on the part of the Corporation or any Subsidiary to continue the
employment or rate of compensation of any Participant or Foreign Participant
hereunder or any Employee or Foreign Employee for any period.
9.06 Amendment of the Plan. The Corporation reserves the right, to be
exercised by instruction from the Committee, to modify or amend this Plan at any
time.
9.07 Duration and Termination of the Plan. The Corporation also reserves
the right, to be exercised by action of the Board, to discontinue or terminate
the Plan; provided that, and subject to all the provisions of this plan, any
termination shall be effective only for all Plan Years following December 31 of
the Plan Year in which the decision to terminate occurs.
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