EMPLOYMENT
AGREEMENT
(Amended and Restated December 31, 2008)
This
EMPLOYMENT AGREEMENT (this “Agreement”), entered into
as of January 1, 2003, by and between The Lubrizol
Corporation, an Ohio corporation (the “Company”), and
Donald W. Bogus (the “Executive”), amended and restated
as of January 1, 2008 and further amended and restated as of
December 31, 2008;
WHEREAS,
the Executive is a senior executive of the Company and has made and
is expected to continue to make major contributions to the
profitability, growth and financial strength of the
Company;
WHEREAS,
the Company desires to encourage Executive to remain with the
Company for a number of years.
WHEREAS,
this Agreement is not intended to alter materially the compensation
and benefits which the Executive could reasonably expect to receive
from the Company that are not addressed within this Agreement;
and
WHEREAS,
the Executive is willing to render services to the Company on the
terms and subject to the conditions set forth in this
Agreement;
NOW,
THEREFORE, the Company and the Executive agree as
follows:
1. If the
Executive remains in the employ of the Company until
January 1, 2008, he will receive the following:
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A.
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15,000 Lubrizol Common Shares issued
in the lump sum between January 2, 2008 and March 15,
2008.
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B.
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Coverage under The Lubrizol
Corporation Executive Death Benefit Plan at the later of
January 1, 2008 or age 60, provided he is still employed with
the Company at such time.
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C.
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Coverage under The Lubrizol
Corporation Officers’ Supplemental Retirement Plan
(SORP) at the later of January 1, 2008 or age 60,
provided he is still employed with the Company at such time. At age
61, the amount provided will be at least $50,000; at age 62, at
least $100,000; at age 63, at least $150,000; at age 64, at least
$200,000; and at age 65, at least $250,000, with such amounts
comprised of the amount calculated under the SORP, and if lesser
than the amounts previously cited, through additional payments made
by the Company to the Executive. Any additional payments made by
the Company shall be made in a single lump-sum payment payable
within 60 days following the later of six months following
Executive’s separation from service or the beginning of the
calendar year following the calendar year in which the Executive
separated from service. Notwithstanding the foregoing, the amount
provided under this Section 1.C. will be at least $100,000 as
of January 2, 2009, provided Executive signs a General Release
provided by the Company. The Executive will become vested in the
benefits provided under this paragraph C, upon the earliest of the
following events: his reaching age 55; his death; his becoming
disabled and receiving benefits pursuant to the Company’s
long-term disability plan; or a Change in Control as that term is
defined in Section 1.D hereunder.
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D.
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The
term “Change in Control” shall mean the occurrence of
any of the following events:
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(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
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