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Exhibit 10.3
THE LUBRIZOL CORPORATION
2005 EXCESS DEFINED CONTRIBUTION PLAN
(As Amended)
The Lubrizol
Corporation hereby establishes, effective as of January 1,
2005, The Lubrizol Corporation 2005 Excess
Defined Contribution Plan (the
"Plan") for the purpose of supplementing
the benefits of certain employees, as
permitted by Section 3(36) of the Employee
Retirement Income Security Act of
1974 and providing deferred compensation
benefits to a select group of
management and highly compensated
employees.
ARTICLE I
DEFINITIONS
1.1 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 the person
or
persons who shall be
designated by a Participant to receive distribution of
such
Participant's interest under the Plan in the event such
Participant
dies before full
distribution of his interest.
(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, and any subsidiaries of The Lubrizol
Corporation
which adopt the Plan.
(d) Executive Council Deferred Compensation Plan. The term
"Executive
Council Deferred
Compensation Plan" shall mean The Lubrizol Corporation
2005 Executive
Council Deferred Compensation Plan, as shall be in effect on
the date of the
Participant's retirement, death, or other termination of
employment.
(e) Fund. The term "Fund" shall mean each separate investment
fund
established and
maintained under the Trust Agreement.
(f) Lubrizol Deferred Compensation Plan. The term "Lubrizol
Deferred
Compensation
Plan" shall mean The Lubrizol Corporation 2005 Deferred
Compensation
Plan for Officers or, effective January 1, 2006, The Lubrizol
Corporation
Senior Management Deferred Compensation Plan, as shall be in
effect on the
date of the Participant's retirement, death, or other
termination of
employment.
(g) Participant. The term "Participant" shall mean any person
employed
by the Company
who is designated by the Board of Directors as an officer
for the purposes
of Section 16 of the Securities Exchange Act of 1934, or
whose benefits
under the Profit-Sharing Plan are limited by the application
of Section
401(a)(17) of the Internal Revenue
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Code of 1986, as
amended, or, effective January 1, 2006, who participates
in The Lubrizol
Corporation Deferred Compensation Plan.
(h) Plan. The term "Plan" shall mean the excess defined
contribution
retirement plan
as set forth herein, together with all amendments hereto,
which Plan shall
be called "The Lubrizol Corporation Excess Defined
Contribution
Plan."
(i) Plan Year. The term "Plan Year" shall mean the calendar
year.
(j) Profit-Sharing Plan. The term "Profit-Sharing Plan" shall mean
The
Lubrizol
Corporation Employees' Profit-Sharing Plan and Savings Plan as
the
same shall be in
effect on the date of a Participant's retirement, death,
or other
termination of employment.
(k) Supplemental Company Contributions. The term "Supplemental
Company
Contributions"
shall mean the contributions made by the Company under the
Plan in
accordance with the provisions of Section 2.2.
(l) Trust Agreement. The term "Trust Agreement" shall mean The
Lubrizol
Corporation Excess Defined Contribution Plan Trust Agreement.
(m) Trust Assets. The term "Trust Assets" shall mean all property
held
by the Trustee
pursuant to the Trust Agreement.
(n) Trustee. The term "Trustee" shall mean the trustee of The
Lubrizol
Corporation
Excess Defined Contribution Trust.
(o) Valuation Date. The term "Valuation Date" shall mean the last
day
of each Plan
Year and any other date as may be agreed upon by the Company
and the
Trustee.
(p) Separate Accounts. The term "Separate Accounts" shall mean
each
account
established on behalf of a Participant under the Plan and
credited
with
Supplemental Company Contributions in accordance with the
provisions
of Section
2.3.
1.2 Additional
Definitions. All other words and phrases used herein shall
have the meanings given them in the
Profit-Sharing Plan, unless a different
meaning is clearly required by the
context.
ARTICLE II
SUPPLEMENTAL CONTRIBUTIONS
2.1 Eligibility.
A Participant whose benefits under the Profit-Sharing Plan
are limited with respect to any Plan Year
by Section 401(a)(17) or 415 of the
Code, or who participated in the Lubrizol
Deferred Compensation Plan or the
Executive Council Deferred Compensation
Plan, shall be eligible to have
contributions made with respect to him
under the Plan in accordance with the
provisions of this Article II.
2.2 Supplemental
Company Contributions. In the event that Company
contributions under the Lubrizol
Profit-Sharing Plan with respect to a
Participant are limited for any Plan Year
due to the provisions of Section
401(a)(17) or 415 of the Code, or due to
the Participant's
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participation in the Lubrizol Deferred
Compensation Plan or the Executive
Council Deferred Compensation Plan, the
amounts by which such contributions are
limited shall be credited under the Plan by
the Company and shall be designated
as Supplemental Company Contributions.
2.3 Allocation
of Contributions. Supplemental Company Contributions shall
be allocated among the Separate Accounts of
the Participants on whose behalf
such contributions are made.
2.4
Administration of Separate Accounts. Each Separate Account to
which
contributions under Sections 2.2 and 2.3
are credited and allocated shall be
credited monthly with the net monthly
increase (decrease) experienced by the
Participant selected investment funds of
the Lubrizol Profit-Sharing Plan.
ARTICLE III
DISTRIBUTION
3.1 Vesting.
Each Participant, shall be vested in the value of his Separate
Accounts under this Plan as determined in
accordance with the vesting provisions
of the Profit-Sharing Plan.
3.2
Distribution.
(a) Each Participant who separates from service with the Company
and
its related
corporations shall receive payment of the balance in his
Separate Account
in the standard form of payment of a single lump-sum
payment payable
the later of six months following the separation from
service or 30
days following the calendar year in which Participant
separated from
service.
(b) At least 12 months prior to the distribution date specified
in
paragraph (a)
Participants may instead elect to receive the balance of his
Separate Account
in (i) a single lump-sum payment payable five years
following the
original distribution date specified in paragraph (a), or
(ii) annual
installments of up to ten payments, the first of which shall be
paid five years
following the original distribution date specified in
paragraph (a),
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 value of the Participant's Separate
Account by the
number of installments to be.
3.3 Distribution
in the Event of Death. In the event of the death of a
Participant prior to distribution in full
of his interest under the Plan, his
Beneficiary shall receive distribution of
such inte
