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Exhibit (10)(m)
THE LUBRIZOL CORPORATION
OFFICERS' SUPPLEMENTAL
RETIREMENT PLAN
(As Amended)
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 7.
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, July 25, 1994, 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 deferrals, if any,
under The Lubrizol Corporation Deferred Compensation Plan for Officers (which
was adopted effective July 25, 1994) 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.
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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."
SECTION 2. VESTING. The Participant shall be 100 percent vested in
his accrued supplemental retirement benefit hereunder.
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, 7 and 8, 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.
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Such offsets shall be determined using the actuarial factors provided
in the Lubrizol Pension Plan.
SECTION 4. EARLY RETIREMENT ELIGIBILITY AND DETERMINATION OF BENEFIT.
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
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. If a Participant terminates
employment prior to age 55, he shall receive the actuarial equivalent of his
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. STANDARD FORM OF BENEFIT. The Participant shall be paid
his supplemental retirement benefit under this Plan in the form of a monthly
retirement benefit payable to such Participant for his lifetime following his
retirement under Sections 3 or 4, with the continuance to his Beneficiary of
such amount after his death for the remainder, if any, of the 120-month term
commencing 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.
SECTION 7. OPTIONAL FORMS OF BENEFIT. Upon becoming eligible to
receive a supplemental retirement benefit under this Plan, the Participant may
elect to receive the actuarial equivalent of the standard form of benefit
provided in Section 6, in accordance with any one of the following options:
a. for Participants hired prior to February 1, 1984, a single
lump-sum payment;
b. a reduced monthly retirement benefit payable to a Participant
for his lifetime following his retirement under Sections 3 or
4, with the continuance of a monthly benefit equal to fifty
percent (50%) of such reduced amount after his death to his
Beneficiary, provided that such Beneficiary is living at the
time of such Participant's retirement or termination and
survives him;
c. a reduced monthly retirement benefit payable to such
Participant for his lifetime following his retirement under
Sections 3 or 4, 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 alive at the time of
such Participant's retirement or termination and survives him;
or
d. annual installments of up to ten payments, the first of which
shall be paid within 30 days of the Participant's retirement
under Sections 3 or 4, or
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termination under Section 5, 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 in accordance with the provisions of Section 9,
is less than $25,000, such benefit shall be paid in a single lump-sum payment
to such person.
SECTION 8. PAYMENT IN THE EVENT OF DEATH PRIOR TO COMMENCEMENT OF
DISTRIBUTION. 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 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 8, 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 8, 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 9. ACTUARIAL FACTORS. All actuarial assumptions and factors
used in this Plan shall be the same as those used in the Lubrizol Pension Plan.
SECTION 10. 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 11. 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.
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SECTION 12. 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 13. 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 14. 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 15. 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 16. 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 17. 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.