NEWMARKET
CORPORATION
ADDITIONAL
BENEFIT AGREEMENT FOR 2009
This Agreement, dated this 17 th day of December 2008,
between NewMarket Corporation (the "Company") and C.S. Warren Huang
(the "Executive Officer") has been entered into in order to provide
additional benefits to the Executive Officer. This Agreement
supplements the other arrangements by the Company under its
qualified and nonqualified plans to provide benefits to the
Executive Officer.
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Definitions. For purposes of the Agreement, the following
definitions apply:
(a)
Account means the notional account established and
maintained for the Executive Officer in accordance with Section II
hereof, for bookkeeping purposes only, to measure the value of the
Company Contributions made under the Agreement.
(b)
Beneficiary means the person, persons, entity, entities or
the estate of the Executive Officer entitled to receive benefits
under the Agreement in accordance with a properly completed
beneficiary designation form. If the Executive Officer fails to
complete a beneficiary designation form, or if the form is
incomplete, Beneficiary means the Executive Officer's estate. The
Executive Officer may amend or change his Beneficiary designation
on a form provided by and approved by the Company.
(c)
Company Contribution means the contribution described in
Section II and which is credited to the Executive Officer's
Account.
(d)
Disability or Disabled means the Executive Officer, by
reason of any medically determinable physical or mental impairment,
is receiving benefits under the Company's Long-Term Disability Plan
for a period of not less than three months.
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Benefits.
(a)
Contributions . For the calendar year commencing January 1,
2009 (or until the first day of the month preceding his termination
of employment, if earlier), the Company shall credit monthly (as of
the first day of each month) to Executive Officer's Account an
amount equal to one-twelfth of $275,000.
(b)
Vesting . The Executive Officer shall be 100% vested in his
Account on December 31, 2009.
(c)
Death or Disability . If the Executive Officer dies or
becomes Disabled prior to December 31, 2009, he or his Beneficiary,
as applicable, shall be entitled to the value of his Account as of
the date of his death or Disability.
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Distributions.
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Timing of Payment . Except as provided in subsections (c) or
(d) below and subject to subsection (e) below, Executive Officer
shall be paid the value of his Account on December 31, 2009 (the
"Payment Date").
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Form of Payment . Any payment from the Executive Officer's
Account shall be made in a single lump sum in cash.
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Death . If the Executive Officer dies prior to the Payment
Date, his Beneficiary shall be entitled to receive the vested
percentage of the v