Exhibit 10.19EMPLOYMENT AGREEMENT     This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of      , by andbetween 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 tocontinue to make major contributions to the profitability, growth and financial strength of theCompany;     WHEREAS, the Company recognizes that, as is the case for most publicly held companies, thepossibility 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 ofmanagement in the event of a Change in Control and desires to establish certain minimumcompensation rights of its key senior executive officers, including the Executive, applicable inthe event of a Change in Control;     WHEREAS, the Company wishes to ensure that it’s senior executives are not practicallydisabled from discharging their duties upon a Change in Control;     WHEREAS, this Agreement is not intended to alter materially the compensation and benefitswhich the Executive could reasonably expect to receive from the Company absent a Change in Controland, accordingly, although effective and binding as of the date hereof, this Agreement shallbecome 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 subjectto 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 inthis Agreement to the contrary notwithstanding, this Agreement shall not be operative unless anduntil there shall have occurred a Change in Control. For purposes of this Agreement, a “Change inControl” 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 Company is merged, consolidated or reorganized into or with another corporation orother legal person, and immediately after such merger, consolidation or reorganization lessthan a majority of the combined voting power of the then-outstanding securities of suchcorporation or person immediately after such transaction are held in the aggregate by theholders of Voting Stock (as that term is hereafter defined) of the Company immediatelyprior to such transaction;(ii) The Company sells all or substantially all of its assets to any other corporation orother legal person, less than a majority of the combined voting power of thethen-outstanding securities of such corporation or person immediately after such sale areheld in the aggregate by the holders of Voting Stock of the Company immediately prior tosuch sale;
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(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule,form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, asamended (the “Exchange Act”), disclosing that any person (as the term “person” is used inSection 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner(as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule orregulation promulgated under the Exchange Act) of securities representing 20% or more ofthe combined voting power of the then-outstanding securities entitled to vote generally inthe election of directors of the Company (“Voting Stock”);(iv) The Company files a report or proxy statement with the Securities and ExchangeCommission pursuant to the Exchange Act disclosing in response to Form 8-K or Schedule 14A(or any successor schedule, form or report or item therein) that a change in control of theCompany has or may have occurred or will or may occur in the future pursuant to any thenexisting contract or transaction; or(v) If during any period of 2 consecutive years, individuals who at the beginning of anysuch period constitute the Directors of the Company cease for any reason to constitute atleast a majority thereof, provided, however, that for purposes of this clause (v), eachDirector who is first elected, or first nominated for election by the Company’sstockholders by a vote of at least two-thirds of the Directors of the Company (or acommittee thereof) then still in office who were Directors of the Company at the beginningof any such period will be deemed to have been a Director of the Company at the beginningof such period.Notwithstanding the foregoing provisions of Section 1(a)(iii) or 1(a)(iv) hereof, unless otherwisedetermined in a specific case by majority vote of the Board of Directors of the Company (the“Board”), a “Change in Control” shall not be deemed to have occurred for purposes of thisAgreement solely because (i) the Company, (ii) an entity in which the Company directly orindirectly beneficially owns 50% or more of the voting securities (a “Subsidiary”), or (iii) anyCompany-sponsored employee stock ownership plan or any other employee benefit plan of the Company,either files or becomes obligated to file a report or a proxy statement under or in response toSchedule 13D, Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or reportor item therein) under the Exchange Act, disclosing beneficial ownership by it of shares of VotingStock, whether in excess of 20% or otherwise, or because the Company reports that a change incontrol of the Company has or may have occurred or will or may occur in the future by reason ofsuch beneficial ownership.(b) Upon the occurrence of a Change in Control at any time during the Term, this Agreement shallbecome immediately operative.(c) The period during which this Agreement shall be in effect (the “Term”) shall commence as ofthe date hereof and shall expire as of the later of (i) theclose of business on December 31, 20__and (ii) the expiration of the Period of Employment (as that term is hereinafter defined);provided, however, that (A) commencing on January 1, 20__ and each January 1 thereafter, the termof this Agreement shall automatically be extended for an additional year unless, not later thanSeptember 30 of the immediately preceding year, the Company or the Executive shall have givennotice that it or he, as the case may be, does not wish to have the Term extended and (B) subjectto Section 10 hereof, if, prior to a Change in Control, the Executive ceases for any reason to bean employee of the Company and any Subsidiary, thereupon the Term shall be deemed to have expiredand this Agreement shall immediately terminate and be of no further effect.
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2. Employment; Period of Employment(a) Subject to the terms and conditions of this Agreement, upon the occurrence of a Change inControl, the Company shall continue the Executive in its employ and the Executive shall remain inthe employ of the Company and/or a Subsidiary, as the case may be, for the period set forth inSection 2(b) hereof (the “Period of Employment”), in the position and with substantially the sameduties and responsibilities that he had immediately prior to the Change in Control, or to whichthe Company and the Executive may hereafter mutually agree in writing. Throughout the Period ofEmployment, 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 theCompany as in effect for senior executives immediately prior to the Change in Control) to thebusiness and affairs of the Company, but nothing in this Agreement shall preclude the Executivefrom devoting reasonable periods of time during normal business hours to (i) serving as adirector, trustee or member of or participant in any organization or business so long as suchactivity would not constitute Competitive Activity (as that term is hereafter defined) ifconducted by the Executive after the Executive’s Termination Date (as that term is hereafterdefined), (ii) engaging in charitable and community activities, or (iii) managing his personalinvestments.(b) The Period of Employment shall commence on the date of an occurrence of a Change in Controland, 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) theExecutive’s death, (iii) by reason of the Executive’s disability and the actual receipt ofdisability benefits in accordance with Section 4(a)(ii), or (iv) the Executive’s attainment of age65; provided, however, that commencing on each anniversary of the Change of Control, the Period ofEmployment shall automatically be extended for an additional year unless, not later than 90calendar days prior to such anniversary date, either the Company or the Executive shall have givenwritten 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 ofEmployment (i) annual base salary at a rate not less than the Executive’s annual fixed or basecompensation (payable monthly or otherwise as in effect for senior executives of the Companyimmediately prior to the occurrence of a Change in Control) or such higher rate as may bedetermined from time to time by the Board or the Compensation Committee thereof (which base salaryat such rate is herein referred to as “Base Pay,” and 1 year’s worth of such Base Pay is hereinreferred to as the “Annual Base Pay Amount”) and (ii) an annual amount (the “Annual Incentive PayAmount”) equal to not less than the highest aggregate annual bonus, incentive or other payments ofcash compensation in addition to the amounts referred to in clause (i) above made or to be made inregard to services rendered in any calendar year during the 3 calendar years immediately precedingthe year in which the Change in Control occurred pursuant to any bonus, incentive, profit-sharing,performance, discretionary pay or similar agreement, policy, plan, program or arrangement (whetheror not funded) of the Company or any successor thereto providing benefits at least as great as thebenefits payable thereunder prior to a Change in Control (“Incentive Pay”); provided, however,that (A) with the prior written consent of the Executive, nothing herein shall preclude a changein the mix between Base Pay and Incentive Pay so long as that the aggregate cash compensationreceived by the Executive in any 1 calendar year is not reduced in connection therewith or as aresult thereof, (B) in no event shall any increase in the Executive’s aggregate cash compensationor any portion thereof in any way diminish any other obligation of the Company under thisAgreement, and (C) no duplicate payment hereunder will be made in respect of any
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amount actually paid to the Executive pursuant to any such agreement, policy, plan, program orarrangement.(b) For his service pursuant to Section 2(a) hereof during the Period of Employment the Executiveshall be a full participant in, and shall be entitled to the perquisites, benefits and servicecredit for benefits as provided under, any and all employee retirement income and welfare benefitpolicies, 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, deferredcompensation, incentive compensation, group and/or executive life, health, medical/ hospital orother insurance (whether funded by actual insurance or self-insured by the Company), disability,salary continuation, expense reimbursement and other employee benefit policies, plans, programs orarrangements that may now exist or any equivalent successor policies, plans, programs orarrangements that may be adopted hereafter by the Company providing perquisites, benefits andservice credit for benefits at least as great as are payable thereunder prior to a Change inControl (collectively, “Employee Benefits”); provided, however, that except as expressly providedin, and subject to the terms of, Section 3(a) hereof, the Executive’s rights thereunder shall begoverned 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 orprovided under any such policy, plan, program or arrangement as a result of the amendment ortermination thereof, then the Company shall itself pay or provide therefor. Nothing in thisAgreement shall preclude improvement or enhancement of any such Employee Benefits, provided thatno such improvement shall in any way diminish any other obligation of the Company under thisAgreement.4. Termination Following a Change in Control(a) In the event of the occurrence of a Change in Control, the Executive’s employment may beterminated by the Company during the Period of Employment and the Executive shall not be entitledto the benefits provided by Sections 5 and 6 hereof only upon the occurrence of one or more of thefollowing events:(i) The Executive’s death;(ii) If the Executive shall become permanently disabled within the meaning of, and beginsactually to receive disability benefits pursuant to, the long-term disability plan ineffect 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 anytermination pursuant to Section 4(b) hereof, the Executive shall have committed:(A) an intentional act of fraud, embezzlement or theft in connection with hisduties 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 informationof the Company and/or any Subsidiary; or(D) intentional wrongful engagement in any Competitive Activity;
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and any such act shall have been materially harmful to the Company. For purposes of thisAgreement, 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 bedeemed “intentional” only if done, or omitted to be done, by the Executive not in goodfaith and without reasonable belief that his action or omission was in the best interest ofthe Company. Notwithstanding the foregoing, the Executive shall not be deemed to have beenterminated for “Cause” hereunder unless and until there shall have been delivered to theExecutive a copy of a resolution duly adopted by the affirmative vote of not less thanthree-quarters of the Board then in office at a meeting of the Board called and held forsuch purpose (after reasonable notice to the Executive and an opportunity for theExecutive, together with his counsel, to be heard before the Board), finding that, in thegood faith opinion of the Board, the Executive had committed an act set forth above inSection 4(a)(iv) and specifying the particulars thereof in detail. Nothing herein shalllimit the right of the Executive or his beneficiaries to contest the validity or proprietyof any such determination.(b) In the event of the occurrence of a Change in Control, this Agreement may be terminated by theExecutive during the Period of Employment with the right to severance compensation as provided inSections 5 and 6 hereof upon the occurrence of one or more of the following events (regardless ofwhether any other reason, other than Cause as hereinabove provided, for such termination exists orhas occurred, including without limitation other employment):(i) Any termination by the Company of the employment of the Executive prior to the dateupon which the Executive shall have attained age 65, which termination shall be for anyreason other than for Cause or as a result of the death of the Executive or by reason ofthe Executive’s disability and the actual receipt of disability benefits in accordance withSection 4(a)(ii) hereof; or(ii) Termination by the Executive of his employment with the Company and any Subsidiarywithin 3 years after the Change in Control upon the occurrence of any of the followingevents:(A) Failure to elect or reelect or otherwise to maintain the Executive in theoffice or the position, or a substantially equivalent office or position, of orwith the Company and/or a Subsidiary, as the case may be, which the Executive heldimmediately prior to a Change in Control, or the removal of the Executive as aDirector of the Company (or any successor thereto) if the Executive shall have beena 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 andany 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 receivedfrom the Company and any Subsidiary, or the termination or denial of theExecutive’s rights to Employee Benefits as herein provided, any of which is notremedied within 10 calendar days after receipt by the Company of written noticefrom 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 aChange in Control and a change in circumstances thereafter significantly affectinghis position, including without limitation a change in the scope of the
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business or other activities for which he was responsible immediately prior to aChange in Control, he has been rendered substantially unable to carry out, has beensubstantially hindered in the performance of, or has suffered a substantialreduction in, any of the authorities, powers, functions, responsibilities or dutiesattached to the position held by the Executive immediately prior to the Change inControl, which situation is not remedied within 10 calendar days after writtennotice to the Company from the Executive of such determination;(D) The liquidation, dissolution, merger, consolidation or reorganization of theCompany 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 businessand/or assets have been transferred (directly or by operation of law) shall haveassumed all duties and obligations of the Company under this Agreement pursuant toSection 12 hereof;(E) The Company shall relocate its principal executive offices, or require theExecutive to have his principal location of work changed, to any location which isin excess of 25 miles from the location thereof immediately prior to the Change ofControl or to travel away from his office in the course of discharging hisresponsibilities or duties hereunder significantly more (in terms of eitherconsecutive days or aggregate days in any calendar year) than was required of himprior 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 breachof this Agreement by the Company or any successor thereto.(iii) Termination by the Executive of his employment with the Company and any Subsidiary,for any reason or for no reason, at any time during the 90 day period commencing on thefirst anniversary of the Change in Control, provided that the Executive remains employed bythe Company up to the date of that termination by the Executive.(c) A termination by the Company pursuant to Section 4(a) hereof or by the Executive pursuant toSection 4(b) hereof shall not affect any rights which the Executive may have pursuant to anyagreement, policy, plan, program or arrangement of the Company providing Employee Benefits (exceptas provided in Section 5(a)(v) hereof), which rights shall be governed by the terms thereof. Ifthis Agreement or the employment of the Executive is terminated under circumstances in which theExecutive is not entitled to any payments under Sections 3, 5 or 6 hereof, the Executive shallhave no further obligation or liability to the Company hereunder with respect to his prior or anyfuture employment by the Company.5. Severance Compensation(a) If, following the occurrence of a Change in Control, the Company shall terminate theExecutive’s employment during the Period of Employment other than pursuant to Section 4(a) hereof,or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, the Companyshall continue to provide the following benefits and shall further pay to the Executive thefollowing amounts within 5 business days after the date (the “Termination Date”) that theExecutive’s employment is terminated (the effective date of which shall be the date oftermination, or such other date that may be specified by the Executive if the termination ispursuant to Section 4(b) hereof):
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(i) Base Pay through the Termination Date, to the extent not previously paid to theExecutive.(ii) Incentive Pay for any calendar year ended before the Termination Date in the sameamount that would have been payable to the Executive with respect to that calendar year ifthe Executive had remained in the employ of the Company through the end of the Period ofEmployment, to the extent not previously paid to the Executive.(iii) An amount constituting a pro rata Incentive Pay award for the partial year ending onthe 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 pursuantto this Agreement or any agreement, policy, plan, program or arrangement referred totherein had he remained in the employ of the Company through the end of the calendar yearin which his employment is terminated, multiplied by (B) a fraction, the numerator of whichis the number of days from January 1 of the calendar year in which the Termination Dateoccurs to the Termination Date, inclusive, and the denominator of which is 365.(iv) In lieu of any further payments to the Executive for periods subsequent to theTermination Date, but without affecting the rights of the Executive referred to in Section5(b) hereof, a lump sum payment (the “Severance Payment”) in an amount equal to 3 times thesum of (A) the Annual Base Pay Amount (at the highest rate in effect for any period priorto the Termination Date), plus (B) the Annual Incentive Pay Amount.(v) For the period commencing on the Termination Date and ending on the third anniversaryof the Termination Date (the “Benefit Continuation Period”), the Company shall arrange toprovide the Executive with Employee Benefits that are welfare benefits, but not stockoption, stock purchase, stock appreciation, or similar compensatory benefits, substantiallysimilar to those which the Executive was receiving or entitled to receive immediately priorto the Termination Date (and if and to the extent that such benefits shall not or cannot bepaid or provided under any policy, plan, program or arrangement of the Company or anySubsidiary, as the case may be, then the Company shall itself pay or provide for thepayment to the Executive, his dependents and beneficiaries, such Employee Benefits).Without otherwise limiting the purposes or effect of Section 7 hereof, Employee Benefitsotherwise receivable by the Executive pursuant to the first sentence of this Section5(a)(ii) shall be reduced to the extent comparable welfare benefits are actually receivedby the Executive from another employer during the Benefit Continuation Period, and any suchbenefits actually received by the Executive shall be reported by the Executive to theCompany. Notwithstanding the foregoing, the Benefit Continuation Period shall beconsidered service with the Company for the purpose of determining service credits andbenefits due and payable to the Executive under the Company’s retirement income,supplemental executive retirement and other benefit plans of the Company applicable to theExecutive or his beneficiaries immediately prior to the Termination Date.(b) Upon written notice given by the Executive to the Company prior to the occurrence of a Changein Control, the Executive, at his sole option, without reduction to reflect the present value ofsuch amounts as aforesaid, may elect to have all or any of the Severance Payment payable pursuantto Section 5(a) hereof paid to him on a quarterly or monthly basis during the Benefit ContinuationPeriod.
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(c) There shall be no right of set-off or counterclaim in respect of any claim, debt or obligationagainst any payment to or benefit for the Executive provided for in this Agreement, except asexpressly provided in Section 5(a)(v) hereof.(d) Without limiting the rights of the Executive at law or in equity, if the Company fails to makeany payment required to be made hereunder on a timely basis, the Company shall pay interest on theamount thereof at an annualized rate of interest equal to the then-applicable discount raterequired to be utilized for purposes of Section 280G of the Code or any successor provisionthereto, or if no such rate is so required to be used, a rate equal to the then applicableinterest rate prescribed by the Pension Benefit Guarantee Corporation for benefit valuations inconnection with non-multiemployer pension plan terminations assuming the immediate commencement ofbenefit payments.(e) Notwithstanding any other provision hereof, the parties’ respective rights and obligationsunder this Section 5 will survive any termination or expiration of this Agreement or thetermination of the Executive’s employment for any reason whatsoever.6. Certain Additional Payments by the Company(a) Anything in this Agreement to the contrary notwithstanding, in the event that this Agreementshall become operative and it shall be determined (as hereafter provided) that any payment ordistribution by the Company or any of its affiliates to or for the benefit of the Executive,whether paid or payable or distributed or distributable pursuant to the terms of this Agreement orotherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement,including without limitation any stock option, stock appreciation right or similar right, or thelapse or termination of any restriction on or the vesting or exercisability of any of theforegoing (individually and collectively a “Payment”), would be subject to the excise tax imposedby Section 4999 of the Code (or any successor provision thereto) by reason of being considered“contingent on a change in ownership or control” of the Company, within the meaning of Section280G of the Code (or any successor provision thereto), or any interest or penalties with respectto such excise tax (such excise tax, together with any such interest and penalties, beinghereafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled toreceive an additional payment or payments (individually and collectively, a “Gross-Up Payment”).The Gross-Up Payment shall be in an amount such that, after payment by the Executive of all taxes(including any interest or penalties imposed with respect to such taxes), including any Excise Taximposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equalto the Excise Tax imposed upon the Payment.(b) Subject to the provisions of Section 6(e) hereof, all determinations required to be made underthis Section 6, including whether an Excise Tax is payable by the Executive and the amount of suchExcise Tax and whether a Gross-Up Payment is required to be paid by the Company to the Executiveand the amount of such Gross-Up Payment, if any, shall be made by a nationally recognizedaccounting firm (the “Accounting Firm”) selected by the Executive in his sole discretion. TheExecutive shall direct the Accounting Firm to submit its determination and detailed supportingcalculations to both the Company and the Executive within 30 calendar days after the TerminationDate, if applicable, and any such other time or times as may be requested by the Company or theExecutive. If the Accounting Firm determines that any Excise Tax is payable by the Executive, theCompany shall pay the required Gross-Up Payment to the Executive within 5 business days afterreceipt of such determination and calculations with respect to any Payment to the Executive. Thefederal tax returns filed by the Executive shall be prepared and filed on a consistent basis withthe determination of the Accounting Firm with respect to the Excise Tax payable by the Executive.If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at thesame time as it makes such
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determination, furnish the Company and the Executive an opinion that the Executive has substantialauthority not to report any Excise Tax on his federal income tax return. As a result of theuncertainty in the application of Section 4999 of the Code (or any successor provision thereto) atthe time of any determination by the Accounting Firm hereunder, it is possible that Gross-UpPayments which will not have been made by the Company should have been made (an “Underpayment”),consistent with the calculations required to be made hereunder. In the event that the Companyexhausts or fails to pursue its remedies pursuant to Section 6(e) hereof and the Executivethereafter is required to make a payment of any Excise Tax, the Executive shall direct theAccounting Firm to determine the amount of the Underpayment that has occurred and to submit itsdetermination and detailed supporting calculations to both the Company and the Executive aspromptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for thebenefit of, the Executive within 5 business days after receipt of such determination andcalculations.(c) The Company and the Executive shall each provide the Accounting Firm access to and copies ofany books, records and documents in the possession of the Company or the Executive, as the casemay be, reasonably requested by the Accounting Firm, and otherwise cooperate with the AccountingFirm in connection with the preparation and issuance of the determinations and calculationscontemplated by Section 6(b) hereof.(d) The fees and expenses of the Accounting Firm for its services in connection with thedeterminations and calculations contemplated by Section 6(b) hereof shall be borne by the Company.If such fees and expenses are initially paid by the Executive, the Company shall reimburse theExecutive the full amount of such fees and expenses within 5 business days after receipt from theExecutive of a statement therefor and reasonable evidence of his payment thereof.(e) The Executive shall notify the Company in writing of any claim by the Internal Revenue Servicethat, if successful, would require the payment by the Company of a Gross-Up Payment. Suchnotification shall be given as promptly as practicable but no later than 10 business days afterthe Executive actually receives notice of such claim and the Executive shall further apprise theCompany of the nature of such claim and the date on which such claim is requested to be paid (ineach case**,**to the extent known by the Executive). The Executive shall not pay such claim prior tothe earlier of (i) the expiration of the 30-calendar-day period following the date on which hegives such notice to the Company and (ii) the date that any payment of amount with respect to suchclaim is due. If the Company notifies the Executive in writing prior to the expiration of suchperiod that it desires to contest such claim, the Executive shall:(i) provide the Company with any written records or documents in his possession relating tosuch claim reasonably requested by the Company;(ii) take such action in connection with contesting such claim as the Company shallreasonably request in writing from time to time, including without limitation acceptinglegal representation with respect to such claim by an attorney competent in respect of thesubject matter and reasonably selected by the Company;(iii) cooperate with the Company in good faith in order effectively to contest such claim;and(iv) permit the Company to participate in any proceedings relating to such claim;provided, however, that the Company shall bear and pay directly all costs and expenses (includinginterest and penalties) incurred in connection with such contest and shall indemnify and holdharmless the Executive on an after-tax basis, for and against any Excise Tax or
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income tax, including interest and penalties with respect thereto, imposed as a result of suchrepresentation and payment of costs and expenses. Without limiting the foregoing provisions ofthis Section 6(e), the Company shall control all proceedings taken in connection with the contestof any claim contemplated by this Section 6(e) and, at its sole option, may pursue or forego anyand all administrative appeals, proceedings, hearings and conferences with the taxing authority inrespect of such claim (provided, however, that the Executive may participate therein at his owncost and expense) and may, at its option, either direct the Executive to pay the tax claimed andsue for a refund or contest the claim in any permissible manner, and the Executive agrees toprosecute such contest to a determination before any administrative tribunal, in a court ofinitial jurisdiction and in one or more appellate courts, as the Company shall determine;provided, however, that if the Company directs the Executive to pay the tax claimed and sue for arefund, the Company shall advance the amount of such payment to the Executive on an interest-freebasis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any ExciseTax or income tax, including interest or penalties with respect thereto, imposed with respect tosuch advance; and provided further, however, that any extension of the statute of limitationsrelating to payment of taxes for the taxable year of the Executive with respect to which thecontested amount is claimed to be due is limited solely to such contested amount. Furthermore,the Company’s control of any such contested claim shall be limited to issues with respect to whicha Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle orcontest, as the case may be, any other issue raised by the Internal Revenue Service or any othertaxing authority.(f) If, after the receipt by the Executive of an amount advanced by the Company pursuant toSection 6(e) hereof, the Executive receives any refund with respect to such claim, the Executiveshall (subject to the Company’s complying with the requirements of Section 6(e) hereof) promptlypay to the Company the amount of such refund (together with any interest paid or credited thereonafter any taxes applicable thereto). If, after the receipt by the Executive of an amount advancedby the Company pursuant to Section 6(e) hereof, a determination is made that the Executive shallnot be entitled to any refund with respect to such claim and the Company does not notify theExecutive in writing of its intent to contest such denial or refund prior to the expiration of 30calendar days after such determination, then such advance shall be forgiven and shall not berequired to be repaid and the amount of any such advance shall offset, to the extent thereof, theamount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to thisSection 6.7. No Mitigation ObligationThe Company hereby acknowledges that it will be difficult, and may be impossible, for theExecutive to find reasonably comparable employment following the Termination Date and that thenoncompetition covenant contained in Section 8 hereof will further limit the employmentopportunities for the Executive. In addition, the Company acknowledges that its severance payplans applicable in general to its salaried employees do not provide for mitigation, offset orreduction of any severance payment received thereunder. Accordingly, the parties hereto expresslyagree that the payment of the severance compensation by the company to the Executive in accordancewith the terms of this Agreement will be liquidated damages, and that the Executive shall not berequired to mitigate the amount of any payment provided for in this Agreement by seeking otheremployment or otherwise, nor shall any profits, income, earnings or other benefits from any sourcewhatsoever create any mitigation, offset, reduction or any other obligation on the part of theExecutive hereunder or otherwise, except as expressly provided in Section 5(a)(v) hereof.
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8. Competitive ActivityDuring a period ending 1 year following the Termination Date, if the Executive shall have receivedor shall be receiving benefits under Section 5 hereof and, if applicable, Section 6 hereof, theExecutive shall not, without the prior written consent of the Company, which consent shall not beunreasonably withheld, engage in any Competitive Activity. For purposes of this Agreement, theterm “Competitive Activity” shall mean the Executive’s participation, without the written consentof an officer of the Company, in the management of any business enterprise if such enterpriseengages in substantial and direct competition with the Company and such enterprise’s sales of anyproduct or service competitive with any product or service of the Company amounted to 25% of suchenterprise’s net sales for its most recently completed fiscal year and if the Company’s net salesof said product or service amounted to 25% of the Company’s net sales for its most recentlycompleted fiscal year. “Competitive Activity” shall not include (i) the mere ownership ofsecurities in any such enterprise and exercise of rights appurtenant thereto or (ii) participationin management of any such enterprise other than in connection with the competitive operations ofsuch enterprise.9. Legal Fees and Expenses(a) It is the intent of the Company that the Executive not be required to incur legal fees and therelated expenses associated with the enforcement or defense of his rights under this Agreement bylitigation or other legal action because the cost and expense thereof would substantially detractfrom the benefits intended to be extended to the Executive hereunder. Accordingly, if it shouldappear to the Executive that the Company has failed to comply with any of its obligations underthis Agreement or in the event that the Company or any other person takes or threatens to take anyaction to declare this Agreement void or unenforceable, or institutes any litigation or otheraction or proceeding designed to deny, or to recover from, the Executive the benefits provided orintended to be provided to the Executive hereunder, the Company irrevocably authorizes theExecutive from time to time to retain counsel of his choice, at the expense of the Company ashereafter provided, to represent the Executive in connection with the initiation or defense of anylitigation 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 anyexisting or prior attorney-client relationship between the Company and such counsel, the Companyirrevocably consents to the Executive’s entering into an attorney-client relationship with suchcounsel, and in that connection the Company and the Executive agree that a confidentialrelationship shall exist between the Executive and such counsel. Without respect to whether theExecutive prevails, in whole or in part, in connection with any of the foregoing, the Companyshall pay or cause to be paid and shall be solely responsible for any and all attorneys’ andrelated fees and expenses incurred by the Executive in connection with any of the foregoing.(b) Without limiting the generality or effect of Section 9(a) hereof, in order to ensure thebenefits intended to be provided to the Executive under Section 9(a) hereof, the Company willpromptly use its best efforts to secure an irrevocable standby letter of credit (the “Letter ofCredit”), issued by National City Bank or another bank having combined capital and surplus inexcess of $500 million (the “Bank”) for the benefit of the Executive and certain other of theofficers of the Company and providing that the fees and expenses of counsel selected from time totime by the Executive pursuant to this Section 9 shall be paid, or reimbursed to the Executive ifpaid by the Executive, on a regular, periodic basis upon presentation by the Executive to the Bankof 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 Creditduring the Period of Employment and for 2 years thereafter and
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if, notwithstanding the Company’s complete discharge of such obligations, such Letter of Creditshall be terminated or not renewed, the Company shall obtain a replacement irrevocable cleanletter of credit drawn upon a commercial bank selected by the Company and reasonably acceptable tothe Executive, upon substantially the same terms and conditions as contained in the Letter ofCredit, or any similar arrangement which, in any case, assures the Executive the benefits of thisAgreement without incurring any cost or expense in connection therewith.(c) Notwithstanding any other provision hereof, the parties’ respective rights and obligationsunder this Section 9 will survive any termination or expiration of this Agreement or thetermination of the Executive’s employment for any reason whatsoever.10. Employment RightsNothing expressed or implied in this Agreement shall create any right or duty on the part of theCompany or the Executive to have the Executive remain in the employment of the Company prior toany Change in Control; provided, however, that any termination of employment of the Executive orthe removal of the Executive from his office or position in the Company or any Subsidiaryfollowing the commencement of any discussion with a third person that ultimately results in aChange in Control shall be deemed to be a termination or removal of the Executive after a Changein Control for purposes of this Agreement.11. Withholding of TaxesThe Company may withhold from any amounts payable under this Agreement all federal, state, city orother taxes as shall be required pursuant to any law or government regulation or ruling.12. 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/orassets of the Company, by agreement in form and substance satisfactory to the Executive, expresslyto assume and agree to perform this Agreement in the same manner and to the same extent theCompany would be required to perform if no such succession had taken place. This Agreement shallbe 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 allof 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 thepurposes of this Agreement), but shall not otherwise be assignable, transferable or delegable bythe Company.(b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal orlegal representatives, executors, administrators, successors, heirs, distributees and/or legatees.(c) This Agreement is personal in nature and neither of the parties hereto shall, without theconsent of the other, assign, transfer or delegate this Agreement or any rights or obligationshereunder except as expressly provided in Sections 12(a) and 12(b) hereof. Without limiting thegenerality of the foregoing, the Executive’s right to receive payments hereunder shall not beassignable, transferable or delegable, whether by pledge, creation of a security interest orotherwise, other than by a transfer by his will or by the laws of descent and distribution and, inthe event of any attempted assignment or transfer contrary to this Section 12(c), the Companyshall have no liability to pay any amount so attempted to be assigned, transferred or delegated.
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(d) The Company and the Executive recognize that each party will have no adequate remedy at lawfor breach by the other of any of the agreements contained herein and, in the event of any suchbreach, the Company and the Executive hereby agree and consent that the other shall be entitled toa decree of specific performance, mandamus or other appropriate remedy to enforce performance ofthis Agreement.13. NoticeFor 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 tohave been duly given when delivered or 5 business days after having been mailed by United Statesregistered 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 theExecutive at his principal residence, or to such other address as any party may have furnished tothe other in writing and in accordance herewith, except that notices of change of address shall beeffective only upon receipt.14. Governing LawThe validity, interpretation, construction and performance of this Agreement shall be governed bythe laws of the State of Ohio, without giving effect to the principles of conflict of laws of suchState.15. ValidityIf any provision of this Agreement or the application of any provision hereof to any person orcircumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreementand 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 tothe extent (and only to the extent) necessary to make it enforceable, valid and legal.16. MiscellaneousNo 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. Nowaiver by either party hereto at any time of any breach by the other party hereto or compliancewith any condition or provision of this Agreement to be performed by such other party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, expressed or implied withrespect to the subject matter hereof have been made by either party which are not set forthexpressly in this Agreement.17. CounterpartsThis Agreement may be executed in one or more counterparts, each of which shall be deemed to be anoriginal but all of which together will constitute one and the same agreement.
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and deliveredas of the date first above written.       EXECUTIVE   THE LUBRIZOL CORPORATION           By:             Chairman and ChiefExecutive Officer
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