THE
LUBRIZOL CORPORATION
2005 EXCESS DEFINED CONTRIBUTION PLAN
(As Amended June 23, 2009)
The
Lubrizol Corporation hereby establishes, effective as of
January 1, 2005 and amended and restated as of January 1,
2008, 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.
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, or effective January 1, 2010,
Age-Weighted Plan are limited by the application of
Section 401(a)(17) of the Internal Revenue Code of 1986, as
amended, or, effective January 1, 2006, who participates in
the Lubrizol Deferred Compensation Plan.
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(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.
(q)
Supplemental Matching Contributions . The term
“Supplemental Matching Contributions” shall mean the
contributions made by the Company under the Plan in accordance with
the provisions of Section 2.3.
(r)
Change in Control. The term “Change in Control”
shall mean the occurrence of any of the following
events:
(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.
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(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.
(s)
Age-Weighted Plan . Effective January 1, 2010, the term
“Age-Weighted Plan” shall mean The Lubrizol Corporation
Age-Weighted Defined Contribution Plan as the same shall be in
effect of the date of a Participant’s retirement, death or
other termination of employment.
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.
SUPPLEMENTAL
CONTRIBUTIONS
2.1
Eligibility . A Participant whose benefits under the
Profit-Sharing Plan, or, effective January 1, 2010, the
Age-Weighted 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 the
Company’s profit sharing contributions under the
Profit-Sharing Plan or, effective January 1, 2010, the
Age-Weighted 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 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
Supplemental Matching Contributions . In the event that
Company Matching Contributions under the Profit-Sharing Plan are
limited for any Plan Year due to the Participant’s
participation in the Lubrizol Corporation Deferred Compensation
Plan or the Executive Counsel 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 Matching Contributions; provided, however that the
total amount of Supplemental Matching Contributions hereunder for a
Plan Year plus Company Matching Contributions under the
Profit-Sharing Plan for the Plan Year shall not exceed
50 percent of six percent of the combination of the
Participant’s Compensation under the Profit-Sharing Plan plus
the amount of the Participant’s deferrals under the Lubrizol
Deferred Compensation Plan and the Executive Council Deferred
Compensation Plan; provided further, that for purposes of
determining the amount of Supplemental Matching Contributions that
may be made hereunder for a Plan Year, the total amount of the
Participant’s Compensation under the Profit-Sharing Plan for
a Plan Year plus the Participant’s defer
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