Exhibit 10.2
ASHLAND INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (2005)
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(EFFECTIVE GENERALLY AS OF JANUARY 1, 2005)
WHEREAS, the Ashland Inc. Deferred Compensation Plan for
Non-Employee
Directors (2005)
(hereinafter
the "Plan")
was approved by the Board of
Directors of Ashland
Inc. on November 4, 2004 to be effective January 1,
2005;
WHEREAS, the Plan as
approved and
effective reserved the right to
amend it;
WHEREAS, the right to
amend the Plan was
exercised on November
15,
2006 as identified hereinafter;
NOW,
THEREFORE,
generally effective January 1, 2005, except as
otherwise provided
herein, the first amendment and restatement of the Plan
is as follows:
ARTICLE I. GENERAL
PROVISIONS
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1. PURPOSE
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The
purpose of this Ashland Inc. Deferred Compensation Plan for
Non-Employee Directors (2005) (the "Plan") is to provide each
Director with
an opportunity to
defer some or all of the Director's Fees as a means of
saving for retirement
or other purposes.
In addition,
the Plan provides
Directors with the
ability to increase their proprietary interest in the
Company's long-term
prospects by permitting Directors to receive all or a
portion of their Fees in Ashland Common Stock. The obligations of the
Company hereunder
constitute a mere
promise to make the payments provided
for in this Plan. No Director, his or her spouse or the estate of
either of
them shall have, by
reason of this Plan,
any right, title or
interest of
any kind in or to any property of the Company. To the extent any
Participant has a
right to receive
payments from the
Company under this
Plan, such
right shall be no greater than the right of any unsecured
general creditor of the Company.
This
Plan is a replacement of the prior Ashland Inc. Deferred
Compensation Plan for
Non-Employee Directors
amended as of April 1,
2003
(the "Former
Plan"). Fees deferred under the Former Plan shall
remain
subject to all of the
rules, terms and conditions in effect under the
Former Plan as of December 31, 2004. For this purpose, the Fees deferred
under the Former Plan shall include all income, gains and losses connected
to such Deferred Fees.
The
rules, terms and conditions of this Plan shall apply to Fees
deferred after December 31, 2004, including any Election to defer
such Fees
made in 2004. For this
purpose, the Fees
deferred after December 31, 2004
shall include all income, gains and losses connected to such
Fees.
2.
DEFINITIONS
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The
following definitions shall be applicable throughout the Plan:
(a)
"Accounting
Date" means the
Business Day on which a calculation
concerning a Participant's Deferral Account is performed,
or as otherwise
defined by the Committee.
(b)
"Act" means the
Securities Act of
1933, as amended from
time to
time.
(c)
"Beneficiary" means
the person(s)
designated by a Participant in
accordance with Article IV, Section 1.
(d)
"Board" means the Board of Directors of Ashland Inc. or its
designee.
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(e)
"Business Day" means a day on which the New York Stock Exchange
is
open for trading activity.
(f)
"Change in Control" shall be deemed to occur (1) upon the
approval
of the shareholders
of the Company (or if
such approval is not
required,
upon the approval of the Board) of (A) any consolidation or merger of the
Company, other than a consolidation or merger of the Company into
or with a
direct or indirect wholly-owned subsidiary, in which the Company is
not the
continuing or surviving corporation or pursuant to which shares of
Common
Stock would be converted into cash, securities or other property
other than
a merger in which the
holders of Common
Stock immediately prior to the
merger will have the same proportionate ownership of common stock of the
surviving corporation
immediately after the
merger, (B) any sale,
lease,
exchange, or other
transfer (in one transaction or a series of related
transactions) of all
or substantially
all the assets of the Company,
provided, however,
that no sale, lease,
exchange or other transfer of all
or substantially
all the assets of the
Company shall be deemed to occur
unless assets
constituting
80% of the total
assets of the
Company are
transferred pursuant
to such sale, lease,
exchange or other transfer, or
(C) adoption of any plan or proposal for the liquidation or dissolution of
the Company, (2) when
any "person" (as defined in Section 3(a)(9) or 13(d)
of the Exchange Act),
other than the Company or any subsidiary or employee
benefit plan
or trust maintained by the Company, shall become the
"beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of more than 15% of the Common Stock
outstanding at
the time, without the approval of the Board, or (3) if at any time
during a
period of two consecutive years, individuals who at the beginning
of such
period constituted
the Board shall cease
for any reason to
constitute at
least a majority
thereof, unless the election or the nomination for
election by the
Company's shareholders
of each new director
during such
two-year period
was approved by a vote of at least two-thirds of the
directors then still
in office who were directors at the beginning of such
two-year period.
(g)
"Code" means the
Internal Revenue Code
of 1986, as amended
from
time to time.
(h)
"Committee" means the
Governance and Nominating Committee of the
Board or its designee.
(i)
"Common Stock" means the common stock, $.01 par value, of Ashland
Inc.
(j)
"Common Stock Fund" means that investment option, approved by the
Committee, in which a
Participant's Deferral
Account may be deemed
to be
invested and may earn income based on a hypothetical investment in Common
Stock.
(k)
"Company" means Ashland Inc., its divisions and subsidiaries.
(l)
"Corporate Human
Resources"
means the Corporate
Human Resources
Department of the Company.
(m)
"Credit Date" means the date on which any Fees
would otherwise
have been paid to the Participant.
(n)
"Deferral Account" means the account(s) to which the
Participant's
Deferred Fees, Stock Units and Restricted Stock Units are credited
and from
which distributions are made.
(o)
"Deferred Fees" mean the Fees elected by the
Participant
to be
deferred pursuant to the Plan.
(p)
"Director" means any non-employee director of the Company.
(q)
"Disability"
means that a
Participant is unable to engage in any
substantial gainful activity because of a medically determinable physical
or mental impairment that is expected to result in death or
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last for a
continuous
period of 12 or more months. Corporate Human
Resources or its
delegate shall determine whether a Participant has
incurred a Disability.
(r)
"Election" means a
Participant's delivery
of a written notice to
the Vice-President
of Human Resources for the Company (or his or her
delegate) directing how his or her Fees will be paid under the
terms of the
Plan. The Committee or the Company may prescribe other means of making and
delivering an
Election. An Election shall also include instructions
specifying the time and form under which the Participant's Deferral
Account
will be paid. Such
elections shall be irrevocable except as otherwise
provided in the Plan.
(s)
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(t)
"Fair Market Value" means the price of a share of Common Stock,
as
reported on the Composite Tape for New York Stock Exchange
on the date and
at the time designated by the Company.
(u)
"Fees" mean the annual
retainer, any
committee retainer
and, as
applicable, other additional retainers or compensation earned by a
Director
for service as a member of the Board during all or part of a
calendar year.
(v)
"Fiscal Year" means
that annual period
commencing October 1
and
ending the following September 30.
(w)
"Participant" means a Director.
(x)
"Payment Commencement Date" means the date payments of amounts
deferred begin pursuant to Article III, Section 5.
(y)
"Personal Representative" means the person or persons who,
upon
the disability or incompetence of a Participant, have acquired on
behalf of
the Participant, by legal proceeding or otherwise, the right to
receive the
benefits specified in this Plan.
(z)
"Plan" means this
Ashland Inc.
Deferred Compensation Plan for
Non-Employee Directors (2005) as it now exists or may be hereafter
amended.
(aa)
"Restricted
Stock Account" means
the portion of a Participant's
Stock Account that is
separately
accounted for and to which Restricted
Stock Units are credited.
(bb)
"Restricted Stock Unit(s)" means the share equivalents credited
to a Participant's
Restricted
Stock Account pursuant to Article III,
Section 1.
(cc)
"Secretary of the Treasury" or "Treasury" means the United
States
Department of Treasury.
(dd)
"Stock Account"
means the portion of a
Participant's
Deferral
Account that is
separately
accounted for and to which Stock Units are
credited.
(ee)
"Stock Unit(s)" means the share equivalents credited to a
Participant's Stock Account pursuant to Article III, Section 1.
(ff)
"Termination"
means retirement from
the Board or termination of
service as a Director for any other reason.
(gg)
"Unforeseeable
Emergency" means a severe financial hardship of a
Participant because of -
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1. An illness or
accident of the Participant, the Participant's
spouse or dependent
(as defined in Internal Revenue Code
section 152(a));
2. A loss of the
Participant's property due to casualty; or
3. Such other similar
extraordinary
unforeseeable circumstances
because of events beyond the control of the Participant.
Corporate Human
Resources or its delegate shall determine whether a
Participant has incurred an Unforeseeable Emergency.
3. SHARES;
ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION
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(a)
Shares Authorized
for Issuance. There shall be reserved for
issuance under
the Plan 500,000 shares of Common Stock, subject to
adjustment
pursuant to
subsection
(b) below. Such shares shall be
authorized but unissued shares of Common Stock.
(b)
Adjustments in Certain
Events. In the event
of any change in the
outstanding Common Stock of the Company by reason of any stock
split, stock
dividend,
recapitalization, merger, consolidation, reorganization,
combination, or
exchange of shares, split-up, split-off, spin-off,
liquidation or other similar change in capitalization, or any distribution
to common shareholders
other than ordinary
cash dividends, the
number or
kind of shares that
may be issued under
the Plan shall be
automatically
adjusted so that the
proportionate
interest of the Directors shall be
maintained as before the occurrence of such event. Such adjustment
shall be
conclusive and binding for all purposes of the Plan.
4.
ELIGIBILITY
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Any
non-employee
Director of the Company shall be eligible to
participate in the Plan.
5.
ADMINISTRATION
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Full
power and authority to
construe, interpret
and administer
the
Plan shall be vested in the Company and the Committee or one or more of
their delegates. This
power and authority includes, but is not limited to,
establishing deferral
terms and conditions and adopting modifications and
amendments to procedures as may be deemed necessary or appropriate. This
power and authority
also includes, without limitation, the ability to
construe and
interpret provisions of the Plan, make determinations
regarding law and fact, reconcile any inconsistencies between
provisions in
the Plan or between provisions of the Plan and any other statement
concerning the Plan,
whether oral or written, supply any omissions to the
Plan or any document associated with the Plan, and to correct any
defect in
the Plan or in any
document associated
with the Plan.
Decisions of the
Company and the Committee (or their delegates) shall be fin
