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Exhibit 10.1
THE LUBRIZOL CORPORATION
2005 STOCK INCENTIVE PLAN
PERFORMANCE SHARE AWARD
THIS PERFORMANCE
SHARE AWARD, dated this ______ day of ______________,
2_____, (the "Grant Date") by The Lubrizol
Corporation (the "Company") to
_____________________________, an employee
of the Company and/or a Subsidiary
(as defined in the Plan).
The following
terms and provisions apply to this Performance Share Award:
1. The Company hereby grants to you, under
the provisions of Section 9 of the
Company's 2005 Stock Incentive Plan, as
amended (the "Plan"), the number of
Company Common Shares, without par value,
in accordance with the three-year
performance target chart(s) as shown in
Exhibit A attached to this Award. The
Company Common Shares granted hereunder are
referred to herein as the "Shares".
2. If there is a Change of Control, as
defined under the Plan, prior to the
receipt of Shares under Section 1, above,
you will receive a pro-rata number of
Shares upon the Change of Control. The
pro-rata number of Shares will be
determined as shown on Exhibit B attached
to this Award.
3. If you separate from service due to
retirement (either normal or early
retirement) prior to the receipt of Shares
pursuant to Section 1, above, you
will receive a pro-rata number of Shares
upon the end of the three-year cycle
based on the number of full months which
have elapsed since the date of this
Award at the time or your separation from
service or death. In no event will the
payment of Shares be made earlier than six
months after your retirement.
If you separate
from service due to death prior to the receipt of Shares
pursuant to Section 1, above, your
beneficiary will receive a pro-rata number of
Shares upon the end of the three-year cycle
based on the number of full months
which have elapsed since the date of this
Award at the time or your service or
death. You may at any time specify in
writing a beneficiary to receive the
Shares if you die before the receipt of
Shares under this Award. If the Company
does not have a beneficiary election on
file at the time of your death, the
Shares will be issued to your spouse, or if
your spouse is not living at the
time of issuance, your children who are
living, or if you have no living
children at the time of issuance, your
estate.
If you separate
from service (voluntarily or involuntarily) for any other
reason prior to the receipt of Shares
pursuant to Section 1, above, you will
forfeit any Shares under this Award.
4. The Award is not transferable by you
during your life.
5. Prior to the issuance of Shares to you,
you will not be a shareholder of the
Company and you will have no rights under
the Award as a shareholder of the
Company. No dividends or other amount will
be allocated or paid to you with
respect to the Award.
6. If there is a stock split, reverse stock
split or stock dividend, the number
of Shares specified in Section 1, above
will be increased or decreased in direct
proportion to the increase or decrease in
the number of Company Shares by reason
of the stock split, reverse stock split or
stock dividend.
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