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Exhibit (10)(e)
THE LUBRIZOL CORPORATION
EXCESS DEFINED CONTRIBUTION PLAN
(As Amended 10/1/00)
The Lubrizol Corporation hereby establishes, effective as of December
31, 1986, The Lubrizol Corporation 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.
ARTICLE I
DEFINITIONS
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. Effective December 30, 1994, 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) Fund. The term "Fund" shall mean each separate investment
fund established and maintained under the Trust Agreement.
(e) Lubrizol Profit-Sharing Plan. The term "Lubrizol
Profit-Sharing Plan" shall mean The Lubrizol Corporation Employees'
Profit-Sharing Plan as the same shall be in effect on the date of a
Participant's retirement, death, or other termination of employment.
(f) Participant. Effective September 30, 1994, The term
"Participant" shall mean any person employed by the Company who is
listed on Appendix A attached hereto, or 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 are limited by the application of Section
401(a)(17) of the Internal Revenue Code of 1986, as amended.
(g) 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."
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(h) Plan Year. The term "Plan Year" shall mean the calendar
year.
(i) 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.
(j) Trust Agreement. The term "Trust Agreement" shall mean
The Lubrizol Corporation Excess Defined Contribution Plan Trust
Agreement.
(k) Trust Assets. The term "Trust Assets" shall mean all
property held by the Trustee pursuant to the Trust Agreement.
(l) Trustee. The term "Trustee" shall mean the trustee of The
Lubrizol Corporation Excess Defined Contribution Trust.
(m) 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.
(n) 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.
(o) Lubrizol Deferred Compensation Plan. Effective July 1,
1994, the term "Lubrizol Deferred Compensation Plan" shall mean The
Lubrizol Corporation Deferred Compensation Plan for Officers (which
was adopted effective July 1, 1994), as shall be in effect on the date
of the Participant's retirement, death, or other termination of
employment.
(p) Executive Council Deferred Compensation Plan. Effective
January 1, 1997, the term "Executive Council Deferred Compensation
Plan" shall mean The Lubrizol Corporation Executive Council Deferred
Compensation Plan, as shall be in effect on the date of the
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 Lubrizol Profit-Sharing Plan, unless
a different meaning is clearly required by the context.
ARTICLE II
SUPPLEMENTAL CONTRIBUTIONS
2.1 Eligibility. Effective January 1, 1997, a Participant whose
benefits under the Lubrizol Profit-Sharing 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. Effective January 1, 1997, in
the event that Company contributions under the Lubrizol Profit-Sharing 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
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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 Allocation of Contributions. Effective September 30, 1994,
Supplemental Company Contributions shall be allocated among the Separate
Accounts of the Participants on whose behalf such contributions are made.
2.4 Administration of Separate Accounts. Effective September 30, 1994,
each Separate Account to which contributions under Sections 2.2 and 2.3 are
credited and allocated shall be credited monthly with the net monthly increase
experienced by the General Fund of the Lubrizol Profit-Sharing Plan.
ARTICLE III
DISTRIBUTION
3.1 Vesting. Each Participant as of December 31, 1993, shall be 100
percent vested in the value of his Separate Accounts. Each new Participant
after December 31, 1993, shall be vested in the value of his Separate Accounts
under this Plan as determined in accordance with the vesting provisions of the
underlying qualified plans.
3.2 Distribution. (Effective November 27, 1995)
(a) Each Participant who terminates employment with the
Company and its related corporations shall receive payment of the
balance in his Separate Account in the standard form of payment of a
single lump-sum payment payable within 30 days following employment
termination;
(b) Effective October 1, 2000, Participants may instead elect
within a 60-day period commencing 90 days prior to employment
termination to receive the balance of his Separate Account in any one
of the following payment options:
i. a single lump-sum payment payable within 30 days following
the calendar year in which the Participant's employment
terminated. Interest shall accrue and be paid with the
lump-sum; such interest to be computed at the applicable
interest rate, as defined in Section 417(e)(3)(A)(ii)(II) of
the Code, in effect on the date of employment termination.
ii. annual installments of up to ten payments, the first of
which shall be paid within 30 days of the Participant's
employment termination, and subsequent installments of which
shall be paid on the anniversary date of the payment of the
first installment. Such installments shall be determined by
dividing the value of the Participant's Separate Account
(determined in the same manner as under the Lubrizol
Profit-Sharing Plan by the number of installments to be paid
and adjusting for interest based on the applicable interest
rate, as defined in Section 417(e)(3)(A)(ii)(II) of the Code,
in effect on the date of employment termination. Installments
after the first installment shall include such interest,
which accrues during the 12-month period occurring since the
date the prior installment was paid.
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Notwithstanding the foregoing provisions of the Plan to the contrary,
if the present value of the Separate Account is less than $25,000, such benefit
shall be paid in a single lump-sum payment to such person within 30 days
following employment termination.
3.3 Distribution in the Event of Death. Effective September 30, 1994,
in the event of the death of a Participant prior to distribution in full of his
interest under the Plan, his Beneficiary shall receive distribution of such
interest. In the event of death of a Participant prior to making an election
for benefits, such Beneficiary shall receive distribution of such interest as
soon as practicable after such Participant's death in the form elected by such
Beneficiary pursuant to Section 3.2. The Beneficiary under this Section 3.3
shall be the person designated as the Participant's beneficiary under the
Lubrizol Profit-Sharing Plan. If no Beneficiary survives such Participant or if
no Beneficiary has been designated by such Participant, the estate of such
Participant shall be the Beneficiary and receive distribution thereof. If any
Beneficiary dies after becoming entitled to receive distribution hereunder and
before such distribution is made in full, and if no other person or persons
have been designated to receive the balance of such distribution upon the
happening of such contingency, the estate of such deceased Beneficiary shall
become the Beneficiary as to such balance.
ARTICLE IV
ADMINISTRATION
The Company shall be responsible for the general administration of the
Plan, for carrying out the provisions hereof, and for making any required
supplemental benefit payments. The Company shall have all such powers as may be
necessary to carry out the provisions of the Plan, including the power to
determine all questions relating to eligibility for and the amount of any
supplemental retirement benefits and all questions pertaining to claims for
benefits and procedures for claim review; to resolve all other questions
arising under the Plan, including any questions of construction; and to take
such further action as the Company shall deem advisable in the administration
of the Plan. The Company may delegate any of its powers, authorities, or
responsibilities for the operation and administration of the Plan to any person
or committee so designated in writing by it and may employ such attorneys,
agents, and accountants as it may deem necessary or advisable to assist it in
carrying out its duties hereunder. The actions taken and the decisions made by
the Company hereunder shall be final and binding upon all interested parties.
ARTICLE V
AMENDMENT AND TERMINATION
The Company reserves the right to amend or terminate the Plan in whole
or in part at any time and to suspend operation of the Plan, in whole or in
part, at any time, by resolution or written action of its Board of Directors or
by action of a committee to which such authority has been delegated by the
Board of Directors; provided, however, that no amendment shall result in the
forfeiture or reduction of the interest of any Participant or person claiming
under or through any one or more of them pursuant to the Plan. Any amendment of
the Plan shall be in writing and signed by authorized individuals.
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ARTICLE VI
MISCELLANEOUS
6.1 Non-Alienation of Retirement Rights or Benefits. No Participant
shall encumber or dispose of his right to receive any payments hereunder, which
payments or the right thereto are expressly declared to be non-assignable and
non-transferable. If a Participant or Beneficiary attempts to assign, transfer,
alienate or encumber his right to receive any payment under the Plan or permits
the same to be subject to alienation, garnishment, attachment, execution, or
levy of any kind, then thereafter during the life of such Participant or
Beneficiary and also during any period in which any Participant or Beneficiary
is incapable in the judgment of the Company of attending to his financial
affairs, any payments which the Company is required to make hereunder may be
made, in the discretion of the Company, directly to such Participant or
Beneficiary or to any other person for his use or benefit or that of his
dependents, if any, including any person furnishing goods or services to or for
his use or benefit or the use or benefit of his dependents, if any. Each such
payment may be made without the intervention of a guardian, the receipt of the
payee shall constitute a complete acquittance to the Company with respect
thereto, and the Company shall have no responsibility for the proper allocation
thereof.
6.2 Plan Non-Contractual. Nothing herein contained shall be construed
as a commitment or agreement on the part of any person employed by the Company
to continue his employment with the Company, and nothing herein contained shall
be construed as a commitment on the part of the Company to continue the
employment or the annual rate of compensation of any such person for any
period, and all Participants shall remain subject to discharge to the same
extent as if the Plan had never been established.
6.3 Trust. In order to provide a source of payment for its obligations
under the Plan, the Company has established The Lubrizol Corporation Excess
Defined Contribution Plan Trust.
6.4 Interest of a Participant. Subject to the provisions of the Trust
Agreement, the obligation of the Company under the Plan to provide a
Participant or Beneficiary with supplemental retirement benefits merely
constitutes the unsecured promise of the Company to make payments as provided
herein, and no person shall have any interest in, or a lien or prior claim
upon, any property of the Company.
6.5 Controlling Status. No Participant shall be eligible for a benefit
under the Plan unless such Participant is a Participant on the date of his
retirement, death, or other termination of employment.
6.6 Claims of Other Persons. The provisions of the Plan shall in no
event be construed as giving any person, firm or corporation any legal or
equitable right as against the Company, its officers, employees, or directors,
except any such rights as are specifically provided for in the Plan or are
hereafter created in accordance with the terms and provisions of the Plan.
6.7 Severability. The invalidity or unenforceability of any particular
provision of the Plan shall not affect any other provision hereof, and the Plan
shall be construed in all respects as if such invalid or unenforceable
provision were omitted herefrom.
6.8 Governing Law. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of Ohio.
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APPENDIX A
TO
THE LUBRIZOL CORPORATION
EXCESS DEFINED CONTRIBUTION PLAN
Participants(1) Effective Date
1. W. G. Bares December 31, 1986
2. G. R. Hill December 31, 1986
3. J. R. Ahern April 1, 1990
4. K. H. Hopping April 21, 1991
5. J. W. Bauer April 27, 1992
6. S. F. Kirk April 26, 1993
7. Y. Le Couedic April 26, 1993
8. J. E. Hodge April 26, 1993
9. M. W. Meister April 26, 1993
10. S. A. Di Biase April 26, 1993
11. G. P. Lieb April 25, 1994
12. L. M. Reynolds April 24, 1995
13. R. D. Robins April 22, 1996
14. C. P. Cooley April 1, 1998
15. D. W. Bogus April 1, 2000
16. J. L. Hambrick May 1, 2000
Former Participants(2)
1. P. L. Krug (R)
2. W. T. Beargie (R)
3. W. D. Manning (R)
4. R. W. Scher (R)
5. J. P. Arzul (D)
6. J. R. Cooper (R)
7. J. I. Rue (R)
8. R. J. Senz (T)
9. E. V. Luoma (R)
10. R. Y. K. Hsu (R)
11. L. E. Coleman (R)
12. J. G. Bulger (R)
13. D. A. Muskat (R)
14. W. R. Jones (R)
15. R. A. Andreas (R)
16. J. A. Thomas (R)
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(1) This listing of Participants is limited to those Participants who are also
officers for purposes of Section 16 of the Securities Exchange Act of 1934.
(2) R = Retired, D = Deceased, T = Terminated.
