Exhibit 10.10
ASHLAND INC.
DIRECTORS' CHARITABLE AWARD PROGRAM
(Amended as of July 19, 2000)
1. PURPOSE. The purpose of the Ashland Inc. Directors' Charitable Award
Program (the "Program") is to enhance the competitiveness of the Company's
Director benefits program, thereby aiding Ashland Inc. ("Ashland" or the
"Company") in the attraction and retention of Board members of the highest
caliber. The Program also provides a cost-effective means to recognize the
mutual interest of the Company and its Directors in supporting worthy
charitable and educational institutions, thereby advancing the social and
charitable goals and objectives of the Company and its Directors.
2. DEFINITIONS.
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(a) "ASHLAND" - means Ashland Inc.
(b) "BOARD" OR "BOARD OR DIRECTORS" - means the Board of Directors
of Ashland or its designee.
(c) "CHANGE IN CONTROL" - shall be deemed to occur (1) upon the
approval of the Board of Directors of Ashland (or if approval of the Board
of Directors of Ashland is not required as a matter of law, the
shareholders of Ashland) of (A) any consolidation or merger of Ashland in
which Ashland is not the continuing or surviving corporation or pursuant to
which shares of Ashland Common Stock would be converted into cash,
securities or other property other than a merger in which the holders of
Ashland 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 Ashland, or (C) adoption of any plan or
proposal for the liquidation or dissolution of Ashland, or (2) when any
"person" (as defined in Section 13(d) of the Securities Exchange Act of
1934), other than Ashland or any subsidiary or employee benefit plan or
trust maintained by Ashland or any of its subsidiaries, shall become the
"beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934), directly or indirectly, of more than 15% of the Ashland
Common Stock outstanding at the time, without the prior approval of the
Board of Directors of Ashland, or (3) if at any time during a period of two
consecutive years, individuals who at the beginning of such period
constituted the Board of Directors of Ashland shall cease for any reason to
constitute at least a majority thereof, unless the election or nomination
for election by Ashland'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.
(d) "DIRECTOR" - means a member of Ashland's Board of Directors.
(e) "DIRECTOR RETIREMENT PLAN" - means the Ashland Inc. Director
Retirement Plan in effect from time to time.
(f) "DISABILITY" - means a Director's incapacity due to physical
or mental illness for a period of six (6) months or more during which
period the Director is unable to attend to his or her duties and
responsibilities as a member of the Board.
(g) "DONATION" - means a charitable contribution made under the
terms of this Program.
(h) "PROGRAM" - means the Ashland Inc. Directors' Charitable Award
Program.
3. Eligibility Criteria.
All current and future Directors of Ashland shall be eligible to
participate in the Program. However, former directors (whose service has
ceased prior to the effective date of the Program) shall not be eligible to
participate.
4. GRANT PROCEDURE.
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(a) Each eligible Director will become a participant in the
Program upon submission of a form approved by Ashland for this purpose (the
"Beneficiary Recommendation Form") to the Vice President, Corporate Human
Resources (the "Human Resources Department") of Ashland designating that
one or more organization(s) be considered for a grant of all or part of
$1,000,000, payable following the death of the Director. However, no more
than ten (10) organizations may be recommended by any Director and the
amount of the recommended Donation must not be less than $100,000 to any
one organization.
(b) In order to qualify for a grant under this Program, the
designated charity must be a tax-exempt organization under Section
501(c)(3) of the Internal Revenue Code of 1986, as amended (i.e., civic,
religious, educational or medical/health care organizations), and the
designated charity's activities or purposes must be compatible with the
goals and objectives of Ashland's charitable programs.
(c) Each organization recommended by a Director to receive a
Donation is subject to the review and initial approval of Ashland's Human
Resources Department, with the final determination as to whether an
organization meets the
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eligibility requirements at the time a Donation is to be made to be decided
jointly by the Chairman and Chief Executive Officer of Ashland and the
Chairman of the Personnel and Compensation Committee of the Board.
(d) The recommendation of a beneficiary may be revoked or revised
by a Director at any time before his or her death by the completion of a
new Beneficiary Recommendation Form, unless a Director elects to make a
recommendation irrevocable.
(e) A Director can make the recommendation of a beneficiary
irrevocable as to all or a portion of the recommended Donation for the
organization. An irrevocable recommendation cannot be changed by the
Director unless the recommended organization ceases to meet the eligibility
requirements of Section 4(b) under the Program.
(f) A Director may request Ashland to notify an organization that
it has been selected by the Director to receive a Donation by so advising
Ashland on the Beneficiary Recommendation Form.
(g) If any organization recommended by a Director to receive a
Donation ceases to meet the requirements of Section 4(b), the Director will
be advised of such and given an opportunity to revise his or her
Beneficiary Recommendation Form. If a revised Beneficiary Recommendation
Form is not submitted by the Director before his or her death, the amount
recommended for that particular organization shall be divided among the
Director's remaining recommended qualified organizations on a prorated
basis. If all the organizations selected by a Director cease to qualify,
Ashland will, in its sole discretion, select the organization(s) to receive
the Donation(s) on behalf of the Director.
(h) No Donation will be made on behalf of a Director if a
Director's termination from Board service is for any reason other than: (1)
mandatory retirement at age 72 under the Ashland Inc. Director Retirement
Plan; (2) death; (3) Disability; (4) voluntary early retirement to take a
position in public governmental service; or (5) a Change in Control of
Ashland; however, the Board of Directors shall have plenary authority to
authorize that a Donation be made on behalf of a retiring Director,
provided that the Director has a minimum of ten (10) years service as a
Director with Ashland.
(i) Any Donation made under this Program shall generally be made
as soon as practicable following the eligible Director's death. The payment
shall be identified as a gift in honor of the service of the Director on
Ashland's Board of Directors. Payment shall be contingent upon presentation
to the Human Resources Department of proof of the Director's death and the
continued approval of the Director's recommendations.
5. MISCELLANEOUS PROVISIONS.
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(a) An eligible Director's rights and interest under the Program
may not be assigned or transferred in whole or in part. Nothing contained
in this Program shall create, or be deemed to create, a trust (actual or
constructive) for the benefit of a Director or any organization recommended
by a Director to receive a Donation.
(b) In order to financially support the Program, Ashland may elect
to purchase a life insurance policy or policies insuring the lives of the
Directors. Ashland will be the sole owner and beneficiary thereof. Neither
the Directors nor the charitable organizations recommended by the Directors
will have any rights or beneficial ownership interests in any such policy
or policies acquired by Ashland. Directors may be asked to provide certain
medical and other information to assist Ashland in acquiring such policy or
policies.
(c) The expenses of the Program shall be borne by Ashland.
(d) The Program shall be administered and interpreted by the
Personnel and Compensation Committee of the Board (the "Committee"). The
Committee shall have plenary authority to prescribe, amend, suspend or
terminate the Program (or any rules, regulations, and procedures relating
to the Program) at any time in its sole discretion without the consent of
the Directors participating in the Program. The determinations of the
Committee shall be conclusive and binding on all interested parties. The
Human Resources Department of Ashland, or its designee, shall be delegated
the responsibility of preparing and distributing periodic reports, making
disbursements, and administering the Program.
(e) The provisions of this Program shall be interpreted and
construed in accordance with the laws of the Commonwealth of Kentucky.
(f) Benefits payable under this Program shall be binding upon
Ashland, its successors and assigns.
(g) The effective date of this Program shall be December 1, 1990.
