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EXHIBIT (10)(n)
THE LUBRIZOL CORPORATION
29400 LAKELAND BOULEVARD
WICKLIFFE OHIO 440922298
TELEPHONE 216/943-4200
October 1, 1992
Dr. R.Y.K. Hsu
The Lubrizol Corporation
29400 Lakeland Boulevard
Wickliffe, Ohio 44092
Dear Dr. Hsu:
This letter will set forth our amendment (the
"Amendment") to the agreement (the "Agreement") of February 23,
1987, as amended December 28, 1989, concerning your employment
by and consulting arrangement with The Lubrizol Corporation
("Corporation") and your acceptance of that employment. This
Amendment is being entered into in order to secure to the
Corporation the benefits of your services as an employee or
consultant during the remainder of your expected business
career. The Corporation desires that you remain an active
employee or consultant of the Corporation until age 70,
notwithstanding that you stepped down as an officer of the
Corporation in April of 1992 because of the Corporation's
mandatory policy that senior corporate officers relinquish
their elected positions at age 65. The Corporation recognizes
that this Agreement will require you to forego your goals of
continuing in the practice of law and of consulting in
international business development and operations subsequent to
your retirement from, and completion of any period of
consulting with, the Corporation.
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Dr. R.Y.K. Hsu
October 1, 1992
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The Corporation recognizes that you are accommodating
your future career goals to its needs, and are prepared to
continue to forego certain opportunities which are very
attractive to you, both financially and professionally. In
addition, you have further accommodated your personal desires
to the needs of the Corporation by deferring your retirement as
an employee. Accordingly, in consideration of the premises and
the receipt of $1.00 and other valuable consideration, the
sufficiency of which is acknowledged, the Corporation is
pleased to set forth the following amended terms relating to
your continued employment by and consulting agreement with it,
by amending the Agreement as follows:
1. Paragraph 2(b) of the Agreement shall be amended
to read as follows:
(b) Notwithstanding the provisions of
Paragraph 2(a) above, you may, by 60 days prior
written notice to the Corporation, elect to end
the Employment Term on or after December 31, 1992
and commence the Consulting Period at the end of
the Employment Term.
2. Paragraph 3 of the Agreement shall be amended to
read as follows:
Your principal duties and authority during the
Employment Term after April 27, 1992 will be to
serve in the position of Counselor to the
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Dr. R.Y.K. Hsu
October 1, 1992
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Chairman of the Corporation, as Chairman,
Lubrizol International, Inc., and as a member of
the management committee of the Corporation as if
a senior corporate officer. You will continue to
be a corporate representative on various other
boards of affiliates of the Corporation. Your
duties and responsibilities will not require you
to relocate outside the greater Cleveland area
without your consent, and will give appropriate
consideration to your age, health and skills, and
will be commensurate with your status and stature
with the Corporation.
3. Paragraph 4 of the Agreement shall be amended by
adding the words "and grants of stock options" to the last
sentence thereof after the words "merit raises."
4. Paragraph 5(a)(i) of the Agreement shall be
amended to read as follows:
(i) a "quarterly amount," payable on the first
day of the Consulting Period (prorated for the
balance of the calendar quarter) and on the first
day of each subsequent calendar quarter in
advance, equal to the product of 400 times the
"hourly rate." The initial hourly rate shall be
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Dr. R.Y.K. Hsu
October 1, 1992
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one one thousand eight hundredth (1/1800th) of
the annualized economic value to you (without
considering the impact of federal, state or local
income or other taxes) of the compensation and
benefits provided to you by the Corporation for
the calendar year in which the Employment Term
ends, as determined in this paragraph 5(a)(i),
but in no event less than the value of such
compensation and benefits for the calendar year
1992. The initial hourly rate shall be increased
or decreased on each January 1 commencing in the
year after the year in which the Employment Term
ends by the "inflation adjustment." The
inflation adjustment shall mean an adjustment as
of such January 1 to reflect, on a cumulative
basis, the increase or decrease, in the Gross
National Product Price Deflator published by the
Bureau of Economic Analysis of the U.S.
Department of Commerce as of the September 30
immediately preceding each such January 1
compared to the amount so published as of
September 30 in the year prior to the year in
which the Employment Term ends; provided that the
hourly rate shall never be less than that set
forth in the second preceding sentence. Should
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Dr. R.Y.K. Hsu
October 1, 1992
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publication of such index cease, there shall be
substituted such alternative index as you, with
our concurrence, determine most closely
approximates the Gross National Product Price
Deflator. The determination of the economic
value to you of your compensation and benefits
for the calendar year in which the Employment
Term ends shall equal the economic value of such
compensation and benefits for the calendar year
1992, which value has been agreed upon by the
Corporation and you, increased on a compound
annual basis by the percentage increase in your
base compensation from the Corporation for each
calendar year subsequent to 1992 to and including
the calendar year in which the Employment Term
ends.
5. Paragraph 5(b)(ii) of the Agreement shall be
amended to read as follows:
(ii) Notwithstanding Paragraph 5(b)(i), (A)
you may by giving not less than 60 days prior
written notice to the Corporation, reduce the
number of days you will make yourself available
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Dr. R.Y.K. Hsu
October 1, 1992
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for advice and counsel during the remaining
calendar quarters of the Consulting Period to the
equivalent of thirty-seven and one-half (37-1/2)
eight hour days per calendar quarter, and (B) if
in your judgment the mental or physical health of
you or your wife necessitates the reduction
described in this clause (B) of this sentence,
you may by giving not less than 60 days prior
written notice to the Corporation (which notice
may be given in conjunction with a notice under
clause (A) of this sentence), reduce the number
of days you will make yourself available for
advice and counsel during the remaining calendar
quarters of the Consulting Period to the
equivalent of twenty-five (25) eight hour days
per calendar quarter. If the Corporation
challenges your determination of health
necessity, the determination shall be made by a
physician or physicians selected by you and
acceptable to the Corporation. Any such
reduction or reductions shall commence with the
calendar quarter next following the giving of
such notice, and the quarterly amount for such
quarter and all subsequent calendar quarters
shall be reduced as provided in Paragraph
5(a)(ii).
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Dr. R.Y.K. Hsu
October 1, 1992
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6. Paragraph 5(c) of the Agreement shall be amended
to read as follows:
(c) During the Consulting Period the
Corporation shall reimburse you monthly for
travel and other expenses in connection with your
services as a consultant, such reimbursement to
be in accordance with its standard reimbursement
practices. In addition, the Corporation shall
reimburse you monthly for your reasonable
expenses in establishing an office (or, if the
Corporation and you so agree, the Corporation
shall provide an office for your use suitable to
your status and responsibilities), including
rent, utilities, furniture and equipment and the
services of one employee; provided, however, that
if you perform consulting services for any person
or entity other than the Corporation or any of
its affiliates, you shall prorate your expenses
based on the number of hours you perform
consulting services for such other person or
entity and for the Corporation.
7. Paragraph 7 of the Agreement shall be amended to
read:
During the Employment Term, you will receive all
perquisites (financial and social) called for by
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Dr. R.Y.K. Hsu
October 1, 1992
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our prevailing policy for officers of the
Corporation in effect from time to time, as if
you were then a senior corporate officer.
8. The last sentence of Paragraph 8 is amended by
inserting the word "and" between the word "compensation" and
the word "benefits."
9. Paragraph 11 of the Agreement is amended to read
as follows:
This Agreement supplements the Amended and
Restated Severance Agreement between the
Corporation and you, dated July 24, 1989, as
amended December 28, 1989.
If this letter accurately reflects your understanding
of the Amendment to our Agreement, please so indicate by
signing and dating the original of this letter and returning it
to me.
Sincerely,
THE LUBRIZOL CORPORATION
By:
L. E. Coleman, Chairman
The terms of the foregoing Amendment to the Agreement
are agreed to this day of October, 1992.
Dr. R.Y.K Hsu