THE
LUBRIZOL CORPORATION
2005 EXCESS DEFINED BENEFIT PLAN
(As Amended and Restated December 31, 2008)
The
Lubrizol Corporation hereby establishes, effective January 1,
2005, and amended and restated as of January 1, 2008, The
Lubrizol Corporation 2005 Excess Defined Benefit Plan (the
“Plan”) for the purposes of providing supplemental
benefits to certain employees, as permitted by Section 3(36)
of the Employee Retirement Income Security Act of l974 and
providing deferred compensation benefits to a select group of
management and highly compensated employees.
DEFINITIONS
AND CONSTRUCTION
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)
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.
(b)
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.
(c)
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.
(d)
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
Lubrizol Pension Plan are limited by the application of
Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended, or, effective January 1, 2005, who participates in
The Lubrizol Corporation Senior Management Deferred Compensation
Plan.
(e)
Plan . The term “Plan” shall mean the excess
defined benefit pension plan as set forth herein, together with all
amendments hereto, which Plan shall be called “The Lubrizol
Corporation 2005 Excess Defined Benefit Plan.”
(f)
Trust . The term “Trust” shall mean The Lubrizol
Corporation Excess Defined Benefit Plan Trust established pursuant
to the Trust Agreement.
(g)
Trust Agreement . The term “Trust Agreement”
shall mean The Lubrizol Corporation Excess Defined Benefit Plan
Trust Agreement.
(h)
Change in Control. The term “Change in Control”
shall mean the occurrence of any of the following
events:
1
(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.
1.2.
Additional Definitions . All other words and phrases used
herein shall have the meanings given them in the Lubrizol Pension
Plan, unless a different meaning is clearly required by the
context.
SUPPLEMENTAL
PENSION BENEFIT
2.1
Eligibility . A Participant who separates from service with
the Company and its subsidiaries and
(a)
whose benefits under the Lubrizol Pension Plan are limited by the
provisions of Section 401(a)(17) or 415 of the
Code,
(b)
who participated in The Lubrizol Corporation 2005 Deferred
Compensation Plan for Officers,
(c)
who participated in The Lubrizol Corporation 2005 Executive Council
Deferred Compensation Plan, or
(d)
effective January 1, 2006, who participated in The Lubrizol
Corporation Senior Management Deferred Compensation Plan
shall be
eligible for a supplemental pension benefit determined in
accordance with the provisions of Section 2.2.
2.2
Amount . Subject to the provisions of Article III, the
monthly supplemental pension benefit payable to an eligible
Participant shall be equal to an amount which shall be determined
in the normal form of payment under the Lubrizol Pension Plan,
regardless of any election of optional method of payment by the
Participant under the Lubrizol Pension Plan or this Plan, and shall
be equal to the sum of (I) plus (II), where (I) is the
result, but not less than
2
zero, of
(b) minus (a); and (II) is the result, but not less than
zero, of (c) minus (b), where:
(a)
equals the monthly pension benefit payable to the Participant under
the Lubrizol Pension Plan in the normal form of payment;
(b)
equals the monthly pension benefit which would have been payable
under the benefit formula in the Lubrizol Pension Plan as
if:
(1) the
limitation of Section 415 of the Code on total benefits that
may be accrued under the Lubrizol Pension Plan was not in
effect;
(2) any
amount payable under The Lubrizol Corporation 2005 Excess Defined
Contribution Plan attributable to participation in The Lubrizol
Corporation Employees’ Profit Sharing Plan and Savings Plan
did not and would not increase the compensation or otherwise affect
the compensation or any other variable used in the benefit formula
under the Lubrizol Pension Plan;
(3) any
participation by the Participant in The Lubrizol Corporation 2005
Deferred Compensation Plan for Officers, The Lubrizol Corporation
2005 Executive Council Deferred Compensation Plan, or, effective
January 1, 2006, in The Lubrizol Corporation Senior Management
Deferred Compensation Plan did not decrease the compensation or
otherwise affect the compensation or any other variable used in the
benefit formula under the Lubrizol Pension Plan; and
(4)
all years of service of the Participant with Lubrizol or Noveon are
counted; and
(c)
equals the monthly pension benefit which would have been payable
under the benefit formula in the Lubrizol Pension Plan as
if:
(1) the
limitations of Section 401(a)(17) of the Code on compensation
that may be taken into account in determining benefits under the
Lubrizol Pension Plan was not in effect;
(2) the
limitation of Section 415 of the Code on total benefits that
may be accrued under the Lubrizol Pension Plan was not in
effect;
(3) any
amount payable under The Lubrizol Corporation 2005 Excess Defined
Contribution Plan attributable to participation in The Lubrizol
Corporation Employees’ Profit Sharing Plan and Savings Plan
did not and would not increase the compensation or otherwise affect
the compensation or any other variable used in the benefit formula
under the Lubrizol Pension Plan;
(4) any
participation by the Participant in The Lubrizol Corporation 2005
Deferred Compensation Plan for Officers, The Lubrizol Corporation
2005 Executive Council Deferred Compensation Plan, or, effective
January 1, 2006, in The Lubrizol Corporation Senior Management
Deferred Compensation Plan did not decrease the compensation or
otherwise affect the compensation or any other variable used in the
benefit formula under the Lubrizol Pension Plan; and
(5) all
years of service of the Participant with Lubrizol are counted,
excluding any service before January
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