Exhibit
10.9
RETIREMENT PLAN FOR NONEMPLOYEE
DIRECTORS
OF OMNOVA SOLUTIONS INC.
Effective October 1,
1999
As Amended and Restated Effective
January 1, 2009
Section 1. PURPOSE
The purpose of the Plan is to
provide nonemployee Directors of the Company with additional
compensation for their services on the Board and to assist the
Company in attracting and retaining qualified individuals to serve
as Directors. The Plan was originally effective October 1,
1999. This amendment and restatement is effective January 1,
2009. However, benefits under this Plan that commenced payment
prior to January 1, 2009, shall be paid in accordance with the
terms of this Plan as in effect prior to January 1,
2009.
Section 2.
DEFINITIONS
“Code” means the
Internal Revenue Code of 1986, as presently in effect or hereafter
amended.
“Company” shall mean
OMNOVA Solutions Inc.
“Credited Service” shall
mean all service as a Director of the Company, including service as
a Director prior to the Original Effective Date; provided, however,
that effective February 1, 2000, the Directors identified in
Appendix A hereto shall accrue no further months of Credited
Service under the Plan; and provided, further, that effective
January 1, 2006, the Directors identified in Appendix B hereto
shall accrue no further months of Credited Service under the
Plan.
“Director” shall mean a
member or former member of the Board of Directors of the Company
who is not and has never been an employee of the Company or any of
its subsidiaries.
“Effective Date” of the
Plan shall mean, with respect to this amended and restated Plan,
January 1, 2009.
“Original Effective
Date” of the Plan shall mean October 1, 1999.
“Plan” shall mean the
Retirement Plan for Nonemployee Directors of OMNOVA Solutions
Inc.
“Plan Administrator”
shall mean the OMNOVA Solutions Inc. Compensation and Corporate
Governance Committee.
1
“Retainer” shall mean
the fee established by the Board of Directors of the Company and
paid for service as a Director, but excluding meeting fees,
committee fees and expense reimbursement; provided, however, that
effective January 1, 2006, for all persons eligible for a
benefit under the Plan who are continuing to serve as a Director of
the Company at that date, “Retainer” shall mean the sum
of the cash compensation and the equity compensation paid to a
Director annually for his or her service on the Board, but
excluding committee chair fees and expense
reimbursements.
“Separation from
Service” shall mean the termination of a Director’s
services with the Board of Directors, as determined in accordance
with Section 409A of the Code and the related treasury
regulations.
Section 3.
PARTICIPATION
All persons who were Directors on
and after the Original Effective Date shall be eligible to
participate in the Plan; provided, however, that no person whose
service as a Director begins on or after February 1, 2000,
shall be eligible to participate in the Plan.
Section 4. ELIGIBILITY FOR
BENEFITS
Only those Directors who experience
a Separation from Service with the Board of Directors of the
Company after 60 whole or partial months of Credited Service
following his first election or appointment to the Board shall be
entitled to benefits under the Plan.
Section 5. AMOUNT OF
BENEFITS
Effective January 1, 2006, for
all active Directors eligible for a benefit under the Plan, the
benefit payable under the Plan shall be an annual amount equal to
.60 x the Retainer in effect on the date the Director experiences a
Separation from Service (the “Retirement Benefit”),
which shall be payable in equal consecutive monthly installments
until the number thereof equals the lesser of (a) the total
number of calendar months (including any partial months) of service
by the individual as a Director, or (b) 120 monthly
installments.
Any Director eligible for a benefit
under the Plan who experienced a Separation from Service before
January 1, 2006, shall be entitled to an annual amount equal
to the Retainer in effect on the date of the Director’s
Separation from Service, payable in consecutive monthly
installments until the number thereof equals the lesser of
(a) the total number of calendar months (including any partial
months) of service by the individual as a Director or (b) 120
monthly installments.
In addition, the Company has assumed
(subject to legal requirements for director acquiescence) the
obligations of GenCorp Inc. as of September 30, 1999, to pay
retirement income under the Retirement Plan for Nonemployee
Directors of GenCorp Inc. (the
