exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (this “Agreement”), effective _________ by and between The Lubrizol
Corporation, an Ohio corporation (the “Company”), and _________ (the “Executive”);



WITNESSETH:




     WHEREAS, the Executive is a senior executive of the Company and has made and is expected to
continue to make major contributions to the profitability, growth and financial strength of the
Company;



     WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the
possibility of a Change in Control (as that term is hereafter defined) exists;



     WHEREAS, the Company desires to assure itself of both present and future continuity of
management in the event of a Change in Control and desires to establish certain minimum
compensation rights of its key senior executive officers, including the Executive, applicable in
the event of a Change in Control;



     WHEREAS, the Company wishes to ensure that it’s senior executives are not practically
disabled from discharging their duties upon a Change in Control;



     WHEREAS, this Agreement is not intended to alter materially the compensation and benefits
which the Executive could reasonably expect to receive from the Company absent a Change in Control
and, accordingly, although effective and binding as of the date hereof, this Agreement shall
become operative only upon the occurrence of a Change in Control; and



     WHEREAS, the Executive is willing to render services to the Company on the terms and subject
to the conditions set forth in this Agreement;



     NOW, THEREFORE, the Company and the Executive agree as follows:



1. Operation of Agreement



(a) This Agreement shall be effective and binding immediately upon its execution, but, anything in
this Agreement to the contrary notwithstanding, this Agreement shall not be operative unless and
until there shall have occurred a Change in Control. For purposes of this Agreement, a “Change in
Control” shall have occurred if at any time during the Term (as that term is hereafter defined)
any of the following events shall occur:





	 	(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 person) 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




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	 	 	 	endorsed by a majority of the members of the Company’s board of directors before the
date of the appointment or election.
	 
	 	(iv)	 	The date that 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) 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.




(b) Upon the occurrence of a Change in Control at any time during the Term, this Agreement shall
become immediately operative.



(c) The period during which this Agreement shall be in effect (the “Term”) shall commence as of
the date hereof and shall expire as of the later of (i) the close of business on December 31,
______ or (ii) if there has been a Change in Control, the expiration of the Period of Employment
(as that term is hereinafter defined); provided, however, that (A) commencing on January 1, ______ and each January 1 thereafter, the term of this Agreement shall automatically be extended for an
additional year unless, not later than September 30 of the immediately preceding year, the Company
or the Executive shall have given notice that it or he, as the case may be, does not wish to have
the Term extended and (B) subject to Section 19 hereof, if, prior to a Change in Control, the
Executive ceases for any reason to be an employee of the Company and any Subsidiary, thereupon the
Term shall be deemed to have expired and this Agreement shall immediately terminate and be of no
further effect.




2. Employment; Period of Employment



(a) Subject to the terms and conditions of this Agreement, upon the occurrence of a Change in
Control, the Company shall continue the Executive in its employ and the Executive shall remain in
the employ of the Company and/or a Subsidiary, as the case may be, for the period set forth in
Section 2(b) hereof (the “Period of Employment”), in the position and with substantially the same
duties and responsibilities that he had immediately prior to the Change in Control, or to which
the Company and the Executive may hereafter mutually agree in writing. Throughout the Period of
Employment, the Executive shall devote substantially all of his time during normal business hours
(subject to vacations, sick leave and other absences in accordance with the policies of the
Company as in effect for senior executives immediately prior to the Change in Control) to the
business and affairs of the Company, but nothing in this Agreement shall preclude the Executive
from devoting reasonable periods of time during normal business hours to (i) serving as a
director, trustee or member of or participant in any organization or business so long as such
activity would not constitute Competitive Activity (as that term is hereafter defined) if
conducted by the Executive after the Executive’s Termination Date (as that term is hereafter
defined), (ii) engaging in charitable and community activities, or (iii) managing his personal
investments.



(b) The Period of Employment shall commence on the date of an occurrence of a Change in Control
and, subject only to the provisions of Section 4 hereof, shall continue until the earliest of (i)
the expiration of the third anniversary of the occurrence of the Change in Control, (ii) the
Executive’s death, (iii) the cessation of active employment by reason of the Executive’s
disability and the actual receipt of disability benefits in accordance with Section 4(a)(ii), or
(iv) the Executive’s attainment of age 65; provided, however, that commencing on each anniversary
of the Change of Control, the Period of Employment shall automatically be extended for an
additional year unless, not later than 90 calendar days prior to such anniversary date, either the


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Company or the Executive shall have given written notice to the other that the Period of
Employment shall not be so extended.




3. Compensation During Period of Employment



(a) Upon the occurrence of a Change in Control, the Executive shall receive during the Period of
Employment (i) annual base salary at a rate not less than the Executive’s annual fixed or base
compensation (payable monthly or otherwise as in effect for senior executives of the Company
immediately prior to the occurrence of a Change in Control) or such higher rate as may be
determined from time to time by the Board or the Compensation Committee thereof (which base salary
at such rate is herein referred to as “Base Pay,” and one year’s worth of such Base Pay is herein
referred to as the “Annual Base Pay Amount”) and (ii) an annual amount (the “Annual Incentive Pay
Amount”) equal to not less than the highest aggregate annual bonus, incentive or other payments of
cash compensation in addition to the amounts referred to in clause (i) above made or to be made in
regard to services rendered in any calendar year during the three calendar years immediately
preceding the year in which the Change in Control occurred pursuant to any annual bonus,
incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan,
program or arrangement (whether or not funded) of the Company or any successor thereto providing
benefits at least as great as the benefits payable thereunder prior to a Change in Control
(“Incentive Pay”) payable in accordance with the terms of any such program; provided, however,
that (A) with the prior written consent of the Executive, nothing herein shall preclude a change
in the mix between Base Pay and Incentive Pay so long as that the aggregate cash compensation
received by the Executive in any one calendar year is not reduced in connection therewith or as a
result thereof, (B) in no event shall any increase in the Executive’s aggregate cash compensation
or any portion thereof in any way diminish any other obligation of the Company under this
Agreement, and (C) no duplicate payment hereunder will be made in respect of any amount actually
paid to the Executive pursuant to any such agreement, policy, plan, program or arrangement.



(b) For his service pursuant to Section 2(a) hereof during the Period of Employment the Executive
shall be a full participant in, and shall be entitled to the perquisites, benefits and service
credit for benefits as provided under, any and all employee retirement income and welfare benefit
policies, plans, programs or arrangements in which senior executives of the Company participate,
including without limitation any stock option, stock purchase, stock appreciation, savings,
pension, supplemental executive retirement or other retirement income or welfare benefit, deferred
compensation, incentive compensation, group and/or executive life, health, medical/ hospital or
other insurance (whether funded by actual insurance or self-insured by the Company), disability,
salary continuation, expense reimbursement and other employee benefit policies, plans, programs or
arrangements that may now exist or any equivalent successor policies, plans, programs or
arrangements that may be adopted hereafter by the Company providing perquisites, benefits and
service credit for benefits at least as great as are payable thereunder prior to a Change in
Control (collectively, “Employee Benefits”); provided, however, that except as expressly provided
in, and subject to the terms of, Section 3(a) hereof, the Executive’s rights thereunder shall be
governed by the terms thereof and shall not be enlarged hereunder or otherwise affected hereby.
If and to the extent such perquisites, benefits or service credit for benefits are not payable or
provided under any such policy, plan, program or arrangement as a result of the amendment or
termination thereof, then the Company shall itself pay or provide therefor. Nothing in this
Agreement shall preclude improvement or enhancement of any such Employee Benefits, provided that
no such improvement shall in any way diminish any other obligation of the Company under this
Agreement.




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4. Separation From Service Following a Change in Control



(a) In the event of the occurrence of a Change in Control, the Executive may be separated from
service by the Company during the Period of Employment and the Executive shall not be entitled to
the benefits provided by Section 5 hereof only upon the occurrence of one or more of the following
events:





(i) The Executive’s death;




(ii) If the Executive shall become permanently disabled within the meaning of, and begins
actually to receive disability benefits pursuant to, the long-term disability plan in
effect for senior executives of the Company immediately prior to the Change in Control; or




(iii) The Executive’s attainment of age 65;




(iv) “Cause”, which for purposes of this Agreement shall mean that, prior to any separation
from service pursuant to Section 4(b) hereof, the Executive shall have committed:




(A) an intentional act of fraud, embezzlement or theft in connection with his
duties or in the course of his employment with the Company and/or any Subsidiary;




(B) intentional wrongful damage to property of the Company and/or any Subsidiary;




(C) intentional wrongful disclosure of secret processes or confidential information
of the Company and/or any Subsidiary; or




(D) intentional wrongful engagement in any Competitive Activity;




and any such act shall have been materially harmful to the Company. For purposes of this
Agreement, no act, or failure to act, on the part of the Executive shall be deemed
“intentional” if it was due primarily to an error in judgment or negligence, but shall be
deemed “intentional” only if done, or omitted to be done, by the Executive not in good
faith and without reasonable belief that his action or omission was in the best interest of
the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been
separated from service for “Cause” hereunder unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of
not less than three-quarters of the Board then in office at a meeting of the Board called
and held for such purpose (after reasonable notice to the Executive and an opportunity for
the Executive, together with his counsel, to be heard before the Board), finding that, in
the good faith opinion of the Board, the Executive had committed an act set forth above in
Section 4(a)(iv) and specifying the particulars thereof in detail. Nothing herein shall
limit the right of the Executive or his beneficiaries to contest the validity or propriety
of any such determination.


(b) In the event of the occurrence of a Change in Control, this Agreement may be terminated by the
Executive during the Period of Employment with the right to severance compensation as provided in
Section 5 hereof upon the occurrence of one or more of the following events (regardless of whether
any other reason, other than Cause as hereinabove provided, for such termination exists or has
occurred, including without limitation other employment):




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(i) Any separation from service of the Executive by the Company prior to the date upon
which the Executive shall have attained age 65, which separation from service shall be for
any reason other than for Cause or as a result of the death of the Executive or by reason
of the Executive’s disability and the actual receipt of disability benefits in accordance
with Section 4(a)(ii) hereof; or




(ii) Separation from service by the Executive of his employment with the Company and any
Subsidiary within three years after the Change in Control upon the occurrence of any of the
following events:




(A) Failure to elect or reelect or otherwise to maintain the Executive in the
office or the position, or a substantially equivalent office or position, of or
with the Company and/or a Subsidiary, as the case may be, which the Executive held
immediately prior to a Change in Control, or the removal of the Executive as a
Director of the Company (or any successor thereto) if the Executive shall have been
a Director of the Company immediately prior to the Change in Control;




(B) A significant adverse change in the nature or scope of the authorities, powers,
functions, responsibilities or duties attached to the position with the Company and
any Subsidiary which the Executive held immediately prior to the Change in Control,
a reduction in the aggregate of the Executive’s Base Pay and Incentive Pay received
from the Company and any Subsidiary, or the termination or denial of the
Executive’s rights to Employee Benefits as herein provided, any of which is not
remedied within 10 calendar days after receipt by the Company of written notice
from the Executive of such change, reduction or termination, as the case may be;




(C) A determination by the Executive made in good faith that as a result of a
Change in Control and a change in circumstances thereafter significantly affecting
his position, including without limitation a change in the scope of the business or
other activities for which he was responsible immediately prior to a Change in
Control, he has been rendered substantially unable to carry out, has been
substantially hindered in the performance of, or has suffered a substantial
reduction in, any of the authorities, powers, functions, responsibilities or duties
attached to the position held by the Executive immediately prior to the Change in
Control, which situation is not remedied within 10 calendar days after written
notice to the Company from the Executive of such determination;




(D) The liquidation, dissolution, merger, consolidation or reorganization of the
Company or transfer of all or a significant portion of its business and/or assets,
unless the successor or successors (by liquidation, merger, consolidation,
reorganization or otherwise) to which all or a significant portion of its business
and/or assets have been transferred (directly or by operation of law) shall have
assumed all duties and obligations of the Company under this Agreement pursuant to
Section 11 hereof;




(E) The Company shall relocate its principal executive offices, or require the
Executive to have his principal location of work changed, to any location which is
in excess of 25 miles from the location thereof immediately prior to the Change of
Control or to travel away from his office in the course of discharging his
responsibilities or duties hereunder significantly more (in terms of either
consecutive days or aggregate days in any calendar year) than was required of



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him prior to the Change of Control without, in either case, his prior written
consent; or




(F) Without limiting the generality or effect of the foregoing, any material breach
of this Agreement by the Company or any successor thereto.


(c) A separation from service by the Company pursuant to Section 4(a) hereof or by the
Executive pursuant to Section 4(b) hereof shall not affect any rights which the Executive may have
pursuant to any agreement, policy, plan, program or arrangement of the Company providing Employee
Benefits (except as provided in Section 5(a)(v) hereof), which rights shall be governed by the
terms thereof. If this Agreement or the employment of the Executive is terminated under
circumstances in which the Executive is not entitled to any payments under Sections 3 or 5 hereof,
the Executive shall have no further obligation or liability to the Company hereunder with respect
to his prior or any future employment by the Company.




5. Severance Compensation



(a) If, following the occurrence of a Change in Control, the Executive is separated from service
by the Company during the Period of Employment other than pursuant to Section 4(a) hereof, or if
the Executive shall separate from service pursuant to Section 4(b) hereof (“Termination Date”),
the Company shall continue to provide the following benefits:





(i) Base Pay through the Termination Date, to the extent not previously paid to the
Executive, payable in the next normal bi-weekly pay.




(ii) Incentive Pay for any calendar year ended before the Termination Date in the same
amount that would have been payable to the Executive with respect to that calendar year if
the Executive had remained in the employ of the Company through the end of the Period of
Employment, to the extent not previously paid to the Executive, payable in a lump sum in
accordance with the terms of the program, or if later, within 60 days after the six-month
anniversary of the Termination Date.




(iii) An amount constituting a pro rata Incentive Pay award for the partial year ending on
the Termination Date and equal to (A) the greater of (I) the Annual Incentive Pay Amount or
(II) the aggregate Incentive Pay to which the Executive would have been entitled pursuant
to this Agreement or any agreement, policy, plan, program or arrangement referred to
therein had he remained in the employ of the Company through the end of the calendar year
in which his employment is terminated, multiplied by (B) a fraction, the numerator of which
is the number of days from January 1 of the calendar year in which the Termination Date
occurs to the Termination Date, inclusive, and the denominator of which is 365. This
amount will be paid in a lump sum within 60 days after the six-month anniversary of the
Termination Date.




(iv) In lieu of any further payments to the Executive for periods subsequent to the
Termination Date, but without affecting the rights of the Executive referred to in Section
5(b) hereof, a lump sum payment (the “Severance Payment”) in an amount equal to 3 times the
sum of (A) the Annual Base Pay Amount (at the highest rate in effect for any period prior
to the Termination Date), plus (B) the Annual Incentive Pay Amount. This amount will be
paid within 60 days after the six-month anniversary of the Termination Date.




(v) For the period commencing on the Termination Date and ending on the third anniversary
of the Termination Date (the “Benefit Continuation Period”), the Company shall arrange to
provide the Executive with Employee Benefits that are welfare benefits,



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but not stock option, stock purchase, stock appreciation, or similar compensatory benefits,
substantially similar to those which the Executive was receiving or entitled to receive
immediately prior to the Termination Date (and if and to the extent that such benefits
shall not or cannot be paid or provided under any policy, plan, program or arrangement of
the Company or any Subsidiary, as the case may be, then the Company shall itself pay or
provide for the payment to the Executive, his dependents and beneficiaries, such Employee
Benefits). Without otherwise limiting the purposes or effect of Section 6 hereof, Employee
Benefits otherwise receivable by the Executive pursuant to the first sentence of this
Section 5(a)(v) shall be reduced to the extent comparable welfare benefits are actually
received by the Executive from another employer during the Benefit Continuation Period, and
any such benefits actually received by the Executive shall be reported by the Executive to
the Company.




(vi) An amount equal to the sum of (A) excess of (I) the actuarial equivalent of the
benefit under the Company’s qualified defined benefit retirement plan (the “Retirement
Plan”) (utilizing actuarial assumptions no less favorable to the Executive than those in
effect under the Retirement Plan immediately prior to the Change in Control) and any excess
or supplemental defined benefit retirement plan in which the Executive participates
(collectively, the “SERP”) that the Executive would receive if the Executive’s employment
continued for three years after the Termination Date, assuming for this purpose that (a)
all accrued benefits are fully vested, (b) the Executive’s age is increased by the number
of years that the Executive is deemed to be so employed, and (c) the Executive’s
compensation in each of the three years is that required by Section 5(a)(v), over (II) the
actuarial equivalent of the Executive’s actual benefit (paid or payable), if any, under the
Retirement Plan and the SERP as of the Termination Date and (B) an amount equal to the sum
of the Company matching and profit sharing contributions under the Company’s qualified
defined contribution plans and any excess or supplemental defined contributions plans in
which the Executive participates that the Executive would receive if the Executive’s
employment continued for three years after the Termination Date, assuming for this purpose
that (w) the Company’s matching and profit sharing contributions under the Company’s
qualified defined contribution plan are equal to the most recent such contributions made by
the Company prior to the Change in Control, (x) the Executive’s benefits under such plans
are fully vested and (y) a 7 percent annual interest rate is applied to the first and
second year’s worth of such contributions. This amount will be paid in a lump sum within
60 days after the six-month anniversary of the Termination Date.


The amount of in-kind benefits provided during the Executive’s taxable year does not affect the
in-kind benefits provided in any other taxable year. The right to in-kind benefits is not subject
to liquidation or exchange for another benefit.



(b) There shall be no right of set-off or counterclaim in respect of any claim, debt or
obligation against any payment to or benefit for the Executive provided for in this Agreement,
except as expressly provided in Section 5(a)(v) hereof.



(c) Without limiting the rights of the Executive at law or in equity, if the Company fails to make
any payment required to be made hereunder on a timely basis, the Company shall include with such
late payment interest on the amount thereof at an annualized rate of interest equal to the
then-applicable discount rate required to be utilized for purposes of Section 280G of the Code or
any successor provision thereto, or if no such rate is so required to be used, a rate equal to the
then applicable interest rate prescribed by the Pension Benefit Guarantee


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Corporation for benefit valuations in connection with non-multiemployer pension plan terminations
assuming the immediate commencement of benefit payments.



(e) Notwithstanding any other provision hereof, the parties’ respective rights and obligations
under this Section 5 will survive any termination or expiration of this Agreement or the
termination of the Executive’s employment for any reason whatsoever.




6. No Mitigation Obligation



The Company hereby acknowledges that it will be difficult, and may be impossible, for the
Executive to find reasonably comparable employment following the Termination Date and that the
noncompetition covenant contained in Section 7 hereof will further limit the employment
opportunities for the Executive. In addition, the Company acknowledges that its severance pay
plans applicable in general to its salaried employees do not provide for mitigation, offset or
reduction of any severance payment received thereunder. Accordingly, the parties hereto expressly
agree that the payment of the severance compensation by the company to the Executive in accordance
with the terms of this Agreement will be liquidated damages, and that the Executive shall not be
required to mitigate the amount of any payment provided for in this Agreement by seeking other
employment or otherwise, nor shall any profits, income, earnings or other benefits from any source
whatsoever create any mitigation, offset, reduction or any other obligation on the part of the
Executive hereunder or otherwise, except as expressly provided in Section 5(a)(v) hereof.




7. Competitive Activity



During a period ending one year following the Termination Date, if the Executive shall have
received or shall be receiving benefits under Section 5 hereof, the Executive shall not, without
the prior written consent of the Company, which consent shall not be unreasonably withheld, engage
in any Competitive Activity. For purposes of this Agreement, the term “Competitive Activity” shall
mean the Executive’s participation, without the written consent of an officer of the Company, in
the management of any business enterprise if such enterprise engages in substantial and direct
competition with the Company and such enterprise’s sales of any product or service competitive with
any product or service of the Company amounted to 25% of such enterprise’s net sales for its most
recently completed fiscal year and if the Company’s net sales of said product or service amounted
to 25% of the Company’s net sales for its most recently completed fiscal year. “Competitive
Activity” shall not include (i) the mere ownership of securities in any such enterprise and
exercise of rights appurtenant thereto or (ii) participation in management of any such enterprise
other than in connection with the competitive operations of such enterprise.




8. Legal Fees and Expenses



(a) It is the intent of the Company that the Executive not be required to incur legal fees and the
related expenses associated with the enforcement or defense of his rights under this Agreement by
litigation or other legal action because the cost and expense thereof would substantially detract
from the benefits intended to be extended to the Executive hereunder. Accordingly, if it should
appear to the Executive that the Company has failed to comply with any of its obligations under
this Agreement or in the event that the Company or any other person takes or threatens to take any
action to declare this Agreement void or unenforceable, or institutes any litigation or other
action or proceeding designed to deny, or to recover from, the Executive the benefits provided or
intended to be provided to the Executive hereunder, the Company irrevocably authorizes the
Executive from time to time to retain counsel of his choice, at the expense of the Company as
hereafter provided, to represent the Executive in connection


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with the initiation or defense of any litigation or other legal action, whether by or against the
Company or any Director, officer, stockholder or other person affiliated with the Company, in any
jurisdiction. Notwithstanding any existing or prior attorney-client relationship between the
Company and such counsel, the Company irrevocably consents to the Executive’s entering into an
attorney-client relationship with such counsel, and in that connection the Company and the
Executive agree that a confidential relationship shall exist between the Executive and such
counsel. Without respect to whether the Executive prevails, in whole or in part, in connection
with any of the foregoing, the Company shall pay or cause to be paid and shall be solely
responsible for any and all attorneys’ and related fees and expenses incurred by the Executive in
connection with any of the foregoing. The amount of expenses eligible for reimbursement or
in-kind benefits provided during the Executive’s taxable year will not affect the expenses
eligible for reimbursement or in-kind benefits to be provided, in any other taxable year. The
right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another
benefit.



(b) Without limiting the generality or effect of Section 8(a) hereof, in order to ensure the
benefits intended to be provided to the Executive under Section 8(a) hereof, the Company will
promptly use its best efforts to secure an irrevocable standby letter of credit (the “Letter of
Credit”), issued by National City Bank or another bank having combined capital and surplus in
excess of $500 million (the “Bank”) for the benefit of the Executive and certain other of the
officers of the Company and providing that the fees and expenses of counsel selected from time to
time by the Executive pursuant to this Section 8 shall be paid, or reimbursed to the Executive if
paid by the Executive, on a regular, periodic basis upon presentation by the Executive to the Bank
of a statement or statements prepared by such counsel in accordance with its customary practices.
The Company shall pay all amounts and take all action necessary to maintain the Letter of Credit
during the Period of Employment and for 2 years thereafter and if, notwithstanding the Company’s
complete discharge of such obligations, such Letter of Credit shall be terminated or not renewed,
the Company shall obtain a replacement irrevocable clean letter of credit drawn upon a commercial
bank selected by the Company and reasonably acceptable to the Executive, upon substantially the
same terms and conditions as contained in the Letter of Credit, or any similar arrangement which,
in any case, assures the Executive the benefits of this Agreement without incurring any cost or
expense in connection therewith.



(c) Notwithstanding any other provision hereof, the parties’ respective rights and obligations
under this Section 8 will survive any termination or expiration of this Agreement or the
termination of the Executive’s employment for any reason whatsoever.




9. Employment Rights



Nothing expressed or implied in this Agreement shall create any right or duty on the part of the
Company or the Executive to have the Executive remain in the employment of the Company prior to
any Change in Control; provided, however, that any termination of employment of the Executive or
the removal of the Executive from his office or position in the Company or any Subsidiary
following the commencement of any discussion with a third person that ultimately results in a
Change in Control shall be deemed to be a termination or removal of the Executive after a Change
in Control for purposes of this Agreement.




10. Withholding of Taxes



The Company may withhold from any amounts payable under this Agreement all federal, state, city or
other taxes as shall be required pursuant to any law or government regulation or ruling.




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11. Successors and Binding Agreement



(a) The Company shall require any successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement in form and substance satisfactory to the Executive, expressly
to assume and agree to perform this Agreement in the same manner and to the same extent the
Company would be required to perform if no such succession had taken place. This Agreement shall
be binding upon and inure to the benefit of the Company and any successor to the Company,
including without limitation any persons acquiring directly or indirectly all or substantially all
of the business and/or assets of the Company whether by purchase, merger, consolidation,
reorganization or otherwise (and such successor shall thereafter be deemed the “Company” for the
purposes of this Agreement), but shall not otherwise be assignable, transferable or delegable by
the Company.



(b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or
legal representatives, executors, administrators, successors, heirs, distributees and/or legatees.



(c) This Agreement is personal in nature and neither of the parties hereto shall, without the
consent of the other, assign, transfer or delegate this Agreement or any rights or obligations
hereunder except as expressly provided in Sections 11(a) and 11(b) hereof. Without limiting the
generality of the foregoing, the Executive’s right to receive payments hereunder shall not be
assignable, transferable or delegable, whether by pledge, creation of a security interest or
otherwise, other than by a transfer by his will or by the laws of descent and distribution and, in
the event of any attempted assignment or transfer contrary to this Section 11(c), the Company
shall have no liability to pay any amount so attempted to be assigned, transferred or delegated.



(d) The Company and the Executive recognize that each party will have no adequate remedy at law
for breach by the other of any of the agreements contained herein and, in the event of any such
breach, the Company and the Executive hereby agree and consent that the other shall be entitled to
a decree of specific performance, mandamus or other appropriate remedy to enforce performance of
this Agreement.




12. Notice



For all purposes of this Agreement, all communications including without limitation notices,
consents, requests or approvals, provided for herein shall be in writing and shall be deemed to
have been duly given when delivered or 5 business days after having been mailed by United States
registered or certified mail, return receipt requested, postage prepaid, addressed to the Company
(to the attention of the Secretary of the Company) at its principal executive office and to the
Executive at his principal residence, or to such other address as any party may have furnished to
the other in writing and in accordance herewith, except that notices of change of address shall be
effective only upon receipt.




13. Governing Law



The validity, interpretation, construction and performance of this Agreement shall be governed by
the laws of the State of Ohio, without giving effect to the principles of conflict of laws of such
State.




14. Validity



If any provision of this Agreement or the application of any provision hereof to any person or
circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this


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Agreement and the application of such provision to any other person or circumstances shall not be
affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be
reformed to the extent (and only to the extent) necessary to make it enforceable, valid and legal.




15. Miscellaneous



No provision of this Agreement may be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the Executive and the Company. No
waiver by either party hereto at any time of any breach by the other party hereto or compliance
with any condition or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, expressed or implied with
respect to the subject matter hereof have been made by either party which are not set forth
expressly in this Agreement.




16. Counterparts



This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same agreement.




     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the date first above written.



	 	 	 	 	 	 	 	 	 
	EXECUTIVE	 	 	 	THE LUBRIZOL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Chairman, President and	 	 
	 

	 	 	 	 	 	Chief Executive Officer	 	 







0909lmre


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