THE
LUBRIZOL CORPORATION
2005 OFFICERS’ SUPPLEMENTAL
RETIREMENT PLAN
(As Amended and Restated as of December 31 2008)
The
Lubrizol Corporation hereby establishes, effective as of
January 1, 2005 and amended and restated as of January 1,
2008, The Lubrizol Corporation 2005 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 . 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 2005 Deferred Compensation
Plan for Officers or under The Lubrizol Corporation 2005 Executive
Council Deferred Compensation Plan or, effective January 1,
2006, under The Lubrizol Corporation Senior Management Deferred
Compensation Plan, 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
2005 Officers’ Supplemental Retirement
Plan.”
(j)
Change in Control. The term “Change in Control”
shall mean the occurrence of any of the following
events:
(i)
The date that any one person, or more than one person acting as a
group, acquires ownership of stock of the Company that, together
with the stock held by such person or group, constitutes more than
50 percent of the total fair market value or total voting
power of the stock of the Company.
(ii)
The date 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 or persons)
ownership of stock of the Company possessing 30% or more of the
total voting power of the stock of the Company.
(iii)
The date a majority of members of the Company’s board of
directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the
members of the Company’s board of directors before the date
of the appointment or election.
(iv)
The date that any one 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 or
persons) assets from the Company that have a total gross fair
market value equal to or more than 40% of the total gross fair
market value of all of the assets of the Company immediately before
the acquisition or acquisitions.
Section 2.
Vesting . Each Participant shall become 100 percent
vested in his suppl
