ex10_23.htm


    
      

    

    LYONDELLBASELL
INDUSTRIES AF S.C.A.

    
      LONG-TERM
INCENTIVE PLAN

       

      (As
Established Effective April 1, 2008)

      


       

      1.  
         Objectives.

       

      LyondellBasell
Industries AF S.C.A., a Luxembourg company (the “Company”), hereby
establishes the LyondellBasell Industries AF S.C.A. Long-Term Incentive Plan
(the “Plan”)
for the purposes of:

       

      
        	
                 
      

              	
                (a)

              	
                Focusing
      Participants on key measures of value
creation;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Providing
      significant upside and downside award potential commensurate with
      shareholder value creation;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Encouraging
      a long-term management perspective and reward for sustained long-term
      performance;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Enhancing
      the ability of the Company and its Subsidiaries and Affiliates to attract
      and retain highly talented and competent
  individuals;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Reinforcing
      a team orientation among top management;
and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                Encouraging
      ownership of Equity Interests among top
  management.

              


      

       

      2.      
      Definitions.

       

      As used
herein, the terms set forth below shall have the following respective
meanings:

       

      “Affiliate” means,
with respect to any Person or entity, any other Person or entity that directly
or indirectly through one or more intermediaries controls or is controlled by or
is under common control with such Person or entity.  “Control” means the
power to direct the management and policies of a Person or entity, affirmatively
(by direction) and negatively (by veto), directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

       

      “Appraised Unit Value”
has the meaning set forth in Section 4.

       

      “Appraised Value,” as
of any date, shall mean the value of NAG that a willing buyer would pay to a
willing seller in an arm’s length transaction as of such date, determined by the
Supervisory Board of the Company (the “Supervisory Board”),
in its reasonable discretion and acting in good faith following receipt of a
valuation opinion regarding the range of appropriate Appraised Values from a
third-party accounting firm, investment banking firm or other expert that
regularly engages in the business of valuation (a “Third Party
Appraiser”). The Appraised Value shall take into consideration all
valuation factors that the Supervisory Board or the Third Party Appraiser
considers relevant under the circumstances, which may include but not be limited
to (i) the nature and history of NAG’s business; (ii) the economic outlook in
general and the condition and outlook of NAG’s specific industry in particular;
(iii) the book value of the NAG Units and the financial condition of NAG’s
business; (iv) NAG’s earnings capacity; (v) the existence of enterprise goodwill
or other intangible value; and (vi) the market price of publicly traded stocks
of corporations engaged in the same or similar lines of business; provided,
however, that the Appraised Value shall not take into consideration any
discounts for lack of marketability of the NAG Units, any minority discount or
any control premium.  If any subsidiary of NAG has a class of publicly
traded equity securities, then the value of that subsidiary for appraisal
purposes shall be based on the market value of those publicly traded
securities.  The Third Party Appraiser shall deliver its opinion
regarding the range of appropriate Appraised Values of NAG as of the applicable
Valuation Date, and shall, to the extent commercially practicable, deliver such
opinion by a date no more than 21 days after the applicable Valuation
Date.  The Supervisory Board shall use reasonable efforts to cause the
Third Party Appraiser to do so within such time period.  The
requesting party shall bear all fees and expenses associated with obtaining a
fairness opinion.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      The
Supervisory Board shall, if it deems necessary or if requested by either
Management LLC or AI Petrochemicals LLC, request an opinion regarding the
fairness of such valuation to Management LLC and/or AI Petrochemicals LLC
performed by a reputable third party firm that regularly provides such
opinions.  All parties will cooperate and use reasonable efforts to
ensure that the date of determination will comply with any legal requirements
with respect to timing of valuation and payment.  The requesting party
shall bear all fees and expenses associated with obtaining a fairness
opinion.

       

      “Award” means any
Phantom Units granted to a Participant pursuant to the applicable terms,
conditions and limitations set forth in this Plan document or the Award
Agreement or as otherwise established by the Company.

       

      “Award Agreement”
means an agreement in the form prescribed by the Plan Administrator that sets
forth the terms, conditions and limitations applicable to an Award.

       

       “Code” means the
United States Internal Revenue Code of 1986, as amended from time to
time.

       

      “Company” means
LyondellBasell Industries AF S.C.A.

       

      “Deferral Elections”
means the Participant’s election of the date upon which Company shall make a
distribution to the Participant of his or her interest in any vested Phantom
Units in accordance with the terms of the Award Agreement, if and to the extent
permitted by the Plan Administrator; provided, however, that (a) such Deferral
Election shall be irrevocable and (b) any Deferral Election must be made on
the form provided by the Plan Administrator.

       

      “Delegate” shall have
the meaning ascribed to such term in Section 3(a).

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      “Employee” means an
individual employed by the Company, or any of its  Subsidiaries or
Affiliates.

       

      “Equity Interests”
means, with respect to any Person, all of the capital stock of such Person and
all warrants, options or other rights to acquire the capital stock of such
Person, including any contribution from shareholders without any issuance of
shares (but excluding any debt security that is convertible into, or
exchangeable for, such capital stock).

       

      “Equity Purchase
Agreement” means that certain equity purchase agreement between
LyondellBasell Management Holdings LLC, a Delaware limited liability company,
and Participant setting forth the terms and conditions pertaining to
Participant’s equity investment in LyondellBasell Management Holdings LLC, which
has an equity investment in NAG.

       

      “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof, any agency, authority, instrumentality, regulatory body,
court, administrative tribunal, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.

       

      “Indemnified Person”
shall have the meaning ascribed to such term in Section 3(b).

       

      “Management LLC” means
LyondellBasell Management LLC, a Delaware limited liability
company.

       

       “NAG” means NAG
Investments LLC, a Delaware limited liability company, which, directly or
indirectly, owns 12,987 Voting Redeemable Preference A Shares (“Preference A Shares”)
in Nell Limited (“Nell”), Access
Industries Holdings LLC owns 13 Preference A Shares in Nell and Mr. Leonard
Blavatnik owns 1,000 Voting Redeemable Preference B Shares in Nell; Nell in turn
indirectly owns all of the outstanding Equity Interests of the
Company.  For purposes hereof, NAG shall include the surviving entity
in any merger or successor entity resulting from any conversion of
NAG.

       

      “NAG Unit” means a
unit representing limited liability company interests in NAG issued by NAG to
its members in exchange for capital contributions as evidence of such member’s
ownership interest in NAG.  For purposes hereof, the term “NAG Unit” shall also
include the equity securities of any entity with which NAG shall be merged, or
into which it shall be converted, pursuant to its limited liability company
agreement and the laws of the State of Delaware.

       

      “Participant” means an
Employee who has entered into an Equity Purchase Agreement and whose name is
listed on Schedule A, as amended from time to time.

       

      “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

       

      “Phantom Unit” means
the right to the Appraised Unit Value, if any, of a NAG Unit and is used solely
for the purpose of determining benefits under this Plan.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      “Plan” means the
LyondellBasell Industries AF S.C.A. Long-Term Incentive Plan, as amended from
time to time.

       

      “Plan Administrator”
means the Company or its Delegate, as set forth in
Section 3(a).

       

      “Subsidiary” means
with respect to any Person, (a) a corporation a majority of the voting Equity
Interests of which are at the time, directly or indirectly, owned by such
Person; and (b) any other Person (other than a corporation), including, a
partnership, limited liability company, business trust or joint venture, in
which such Person, at the time thereof, directly or indirectly, has at least a
majority ownership interest entitled to vote in the election of directors,
managers or trustees thereof (or other Person performing similar functions), or
(c) for so long as the Company or any of its Subsidiaries has a 50% ownership
interest in Lyondell Bayer Manufacturing Maasvlakle VOF, Lyondell Bayer
Manufacturing Maasvlakle VOF.

       

      “Valuation Date” has
the meaning set forth in the Award Agreement.

       

      3.     
        Plan Administration and
Designation of Participants.

       

      (a)           Administration.  The
Plan Administrator of this Plan shall be the Company, which shall have full and
exclusive power to interpret this Plan and to adopt such rules, regulations and
guidelines for carrying out this Plan as it may deem necessary or
appropriate.  The Company may delegate its duties hereunder as Plan
Administrator to the Chief Executive Officer or other senior officers of the
Company (a “Delegate”), subject
to such rules and regulations as the Company establishes.  The Plan
Administrator may, in its discretion, retain the services of an outside
administrator for the purpose of performing any of its functions
hereunder.  The Plan Administrator may, in its discretion, accelerate
the vesting of an Award, eliminate or make less restrictive any restrictions
contained in an Award Agreement, waive any restriction or other provision of
this Plan or an Award Agreement, or otherwise amend or modify an Award in any
manner that is either (i) not adverse to the Participant who holds the Award or
(ii) consented to by such Participant.  The Plan Administrator may
correct any defect or supply any omission or reconcile any inconsistency in this
Plan or in any Award Agreement in the manner and to the extent the Plan
Administrator deems necessary or desirable to further the Plan
purposes.  Any decision of the Plan Administrator in the
interpretation and administration of this Plan shall lie within its sole and
absolute discretion, and shall be final, conclusive and binding on all parties
concerned.

       

      (b)           Indemnification.  No
Delegate (an “Indemnified Person”)
shall be liable in any manner whatsoever in connection with the administration,
construction or interpretation of this Plan, except arising out of such person’s
willful misconduct or as expressly provided by statute.  Under no
circumstances shall an Indemnified Person be liable for the acts of another
Indemnified Person.  In the performance of its duties, an Indemnified
Person shall be entitled to rely upon the information and advice furnished by
the Company’s counsel, tax advisors and any other person whose information or
advice the Company deems necessary or advisable, and no Indemnified Person shall
be liable for any action taken or not taken in reliance upon any such
advice.  The Company shall indemnify each Indemnified Person for any
loss or damages that it, he or she incurs in connection with, or arising out of,
this Plan, except for any loss or damages that result from such Indemnified
Person’s willful misconduct or as expressly provided by statute.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (c)           Eligibility.  The
Plan Administrator may, from time to time, amend Schedule A to recognize an
Employee as a Participant in this Plan following the consummation
of  such Employee’s equity investment in accordance with the terms set
forth in an Equity Purchase Agreement.

       

      4.        
    Determination of the
Appraised Unit Value.

       

      The
appraised unit value of the common equity securities of NAG (the “Appraised Unit
Value”), as of any date, shall mean the Appraised Value of NAG as of the
applicable Valuation Date divided by the number of outstanding NAG Units as of
such Valuation Date.

       

      5.       
     Award Agreement.


       

      Each
Award granted hereunder shall be described in an Award Agreement, which shall be
subject to the terms and conditions of the Plan.  The Award Agreement
shall specify the number of Phantom Units granted to the Participant, any
vesting requirements and the date on which such Award is made.

       

      6.        
    Form of
Award.

       

      An Award
shall be in the form of Phantom Units that may be reflected in a bookkeeping or
other such account designated by the Plan Administrator.  The terms,
conditions and limitations applicable to any Award of Phantom Units shall be
determined by the Plan Administrator.

       

      7.          
  Payment of
Awards.

       

      (a)           Form.  Payment of
Awards shall be made in the form of a lump-sum cash payment at the time
specified in the Award Agreement.

       

      (b)           Deferral.  The Plan
Administrator may, in its discretion, provide for the deferral of an Award under
this Plan, and thereafter the Participant may elect to defer the receipt of any
payment to which he or she is entitled in satisfaction of Phantom Units by the
completion of a valid Deferral Election.  All deferrals must comply
with the requirements of Section 409A of the Code.

       

      (c)           Dividend
Equivalents.  Dividend equivalent rights shall be extended to
and made part of any Award, subject to such terms, conditions and restrictions
as the Company may establish and set forth in the Award Agreement.

       

      (d)           No Payments Prior to January 2,
2009.  In no event shall any payments be made under this Plan
and the Award Agreement prior to January 2, 2009, other than dividend
equivalents, as described in Section 7(c).  Any payment that a
Participant would have been entitled to receive prior to January 2, 2009 but for
the operation of this Section 7(d) shall be made in full on January 2, 2009
without interest.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      8.     
       Termination of
Employment.

       

      The terms
of the Award Agreement shall govern the treatment of any deferred or unpaid
Awards payable to the Participant upon the termination of
employment.  Termination of employment is governed by the laws of
employment of the country in which the Participant is
employed.  Notwithstanding anything contained herein to the contrary,
no Participant who is a U.S. taxpayer shall be considered to have terminated
employment for purposes of the Plan and the Award Agreement unless the
Participant would be considered to have incurred a “separation from service”
within the meaning of Section 409A of the Code.

       

      9.        
    Assignability.


       

      The
Participant’s rights under the Plan and any Award Agreement are
personal.  No assignment or transfer of the Participant’s rights under
and interest in an Award Agreement may be made by the Participant other than by
will or the laws of descent and distribution. Any attempted
assignment or transfer in violation of this Section 9 shall be null and
void.

       

      10.           Adjustments.

       

      (a)           The
existence of outstanding Phantom Units shall not affect in any manner the right
or power of NAG to make or authorize any or all adjustments, recapitalization,
reorganizations or other changes in the ownership of NAG or its business or any
merger or consolidation of NAG, or any issue of bonds, debentures or other
obligations, or the dissolution or liquidation of NAG or its business, or any
sale or transfer of all or any part of its assets or business, or any other act
or proceeding of any kind, whether or not of a character similar to that of the
acts or proceedings enumerated above.

       

      (b)           In
the event of a distribution, split, recapitalization, extraordinary
distribution, merger, consolidation, combination or exchange of NAG Units or
similar change, or upon the occurrence of any other event that the Plan
Administrator, in its sole discretion, deems appropriate, then the Plan
Administrator, if and to the extent that it deems appropriate to prevent
dilution or enlargement of rights, shall adjust (i) the number of Phantom Units
granted pursuant to any outstanding Award
and (ii) the appropriate Appraised Unit Value for such Award as of the Valuation
Date preceding such event.

       

      11.           Tax
Withholding.

       

      The
Company shall have the right to deduct applicable taxes from any Award payment
and withhold an appropriate amount of cash for payment of taxes required by law,
or to take such other action as, in the opinion of the Company, may be necessary
to satisfy all obligations for withholding of such taxes.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      12.           Amendments or
Termination. 

       

      The
Company may amend, alter or terminate this Plan, except that no amendment,
alteration or termination shall impair the rights of any Participant under any
Award Agreement in effect at the time of such amendment, alteration or
termination without the written consent of such Participant.

       

      13.           Unfunded
Plan.

       

      This Plan
shall be unfunded.  Any bookkeeping accounts established with respect
to a Participant’s Award shall be used merely as a
convenience.  Neither the Company, a Subsidiary nor an Affiliate shall
be required to segregate any assets for the purpose of providing benefits
hereunder, nor shall this Plan be construed as providing for such
segregation.  Furthermore, neither the Company, the Supervisory Board
of the Company, the Plan Administrator, a Subsidiary nor an Affiliate shall be
deemed to be a trustee of any cash, NAG Units, units in LyondellBasell
Management Holdings LLC or rights determined with respect thereto under this
Plan.  Any liability or obligation of the Company to any Participant
with respect to an Award under this Plan shall be based solely upon any
contractual obligations that may be created by this Plan and any Award
Agreement, and no such liability or obligation of the Company or any Subsidiary
or Affiliate shall be deemed to be secured by any pledge or other encumbrance on
any property of the Company or such Subsidiary.  Neither the Company,
the Supervisory Board of the Company, the Plan Administrator, a Subsidiary nor
an Affiliate shall be required to give any security or bond for the performance
of any obligation that may be created by this Plan.

       

      14.           No Right to
Employment.

       

      The
granting of an Award under the terms of this Plan shall not impose upon the
Company, a Subsidiary or an Affiliate any obligation to maintain any Participant
as an Employee, and shall not diminish the power of the Company, a Subsidiary or
an Affiliate to discharge any Participant at any time.

       

      15.           Tax Compliance
Issues.

       

      (a)           For Participants who are
U.S. Taxpayers:  For Participants who are U.S. taxpayers, the
Company intends that any amounts payable under the Plan must satisfy the
requirements of Section 409A of the Code in order to avoid imposition of
applicable taxes thereunder.  Thus, notwithstanding anything in this
Plan to the contrary, if any Plan provision or amount under the Plan would
result in the imposition of an applicable tax under Section 409A of the Code and
related regulations and Treasury pronouncements, that Plan provision or amount
may be reformed to avoid imposition of the applicable tax, and no action taken
to comply with Section 409A shall be deemed to adversely affect the rights of
any Participant.  Notwithstanding the foregoing, neither the Company
nor the Plan Administrator shall have any obligation to take any action under
this Section 15 that would impose any expenses upon or increase any costs to the
Company.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (b)           For Participants who are not
U.S. Taxpayers:  For Participants who not U.S. taxpayers, Award
payments are subject to the compliance with the tax laws of the applicable
jurisdictions.

       

      16.           Construction.

       

      Headings
are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any
provision thereof.  Words in the masculine gender shall include the
feminine gender, the plural shall include the singular, and the singular shall
include the plural.

       

      17.           Arbitration of
Disagreements.

       

      (a)           For Participants Paid on a
U.S. Dollar Payroll:  For Participants who are paid on a U.S.
Dollar Payroll,  any dispute, controversy or claim arising out of or
relating to Plan obligations shall be settled by final and binding arbitration
conducted by the American Arbitration Association (the “AAA”) in the State of
Delaware.  The arbitrator shall be selected by mutual agreement of the
parties, if possible.  If the parties fail to reach agreement upon
appointment of an arbitrator within 30 days after one party receives the other
party’s notice of desire to arbitrate, the arbitrator shall be selected from a
panel or panels submitted by the AAA.  The selection process to be
used is set forth in the rules of the AAA, but if the parties fail to select an
arbitrator from one or more panels, AAA shall not have the power to appoint an
arbitrator but shall continue to submit additional panels until an arbitrator
has been selected.  All fees and expenses of the arbitration,
including a transcript if requested, will be borne by the parties
equally.

       

      (b)           For Participants Paid other
than on a U.S. Dollar Payroll:  For Participants who are paid
other than on a  U.S. Dollar payroll, any dispute, controversy or
claim arising out of or relating to Plan obligations shall be settled by final
and binding arbitration conducted according to the laws of the Grand Duchy of
Luxembourg.

       

      18.           Governing
Law.

       

      (a)           For Participants Paid on a
U.S. Dollar Payroll:  For Participants who are paid on a U.S.
Dollar payroll, this Plan and all determinations made and actions taken pursuant
hereto, to the extent not otherwise governed by mandatory provisions of the Code
or the securities laws of the United States, shall be governed by, and construed
and enforced according to, the laws of the State of Delaware.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      (b)           For Participants Paid other
than on a U.S. Dollar Payroll:  For Participants who are paid
other than on a U.S. Dollar payroll, this Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or securities laws of the United States, shall be
governed by, and construed and enforced according to, the laws of the Grand
Duchy of Luxembourg.

       

      
        
          	 
      	
                  LYONDELLBASELL
      INDUSTRIES AF S.C.A.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	   
      /s/ C. Bart de Jong
	 
      	 
      	
                  C.
      Bart de Jong

                
	 
      	 
      	
                  Senior
      Vice President, Human
Resources