exhibit_10-7.htm


     

     

    
      

      

    

    Exhibit 10.7

    


    SOLUTIA
INC.

    


    SAVINGS
AND INVESTMENT RESTORATION PLAN

    


    


    ARTICLE
I:  INTRODUCTION

    


    1.1           Purpose.  Solutia
Inc. (the Employer) has established this Solutia Inc. Savings and Investment
Restoration Plan (the Plan) to attract and retain key executives by providing
additional retirement benefits and opportunities to defer
compensation.

    


    1.2           Legal
status.   The Plan is a deferred compensation plan for a
select group of management or highly-compensated employees within the meaning of
Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended (ERISA).  The Employer intends the
Plan to be unfunded for purposes of ERISA and the Internal Revenue Code of 1986,
as amended (the Code), and to satisfy the requirements of Code Section
409A.  Plan provisions will be interpreted consistent with this
intent.

     

    1.3    Effective
date.  The Plan takes effect
on January 1, 2009.

    


     

    ARTICLE
II:  DEFINITIONS

    


    2.1    Key terms and
construction.  When used in the Plan, the following terms will
have the meanings set forth below.  Several other terms are not
defined here, but, for convenience, are defined as they are introduced into the
text.  References to specific Code Sections, such as Section 409A,
include any final regulations, Revenue Rulings, and guidance of general
applicability thereunder.

    


    Cause means acts that
constitute theft, fraud, or the embezzlement of funds; gross negligence or
deliberate misconduct in the performance of the Participant’s job
responsibilities; acts or omissions involving moral turpitude; breach of a
material provision of any agreement between the Employer and the Participant; or
violation of any material written policy of the Employer.

    


    Change in Control
occurs if:

    
      	
                  
      (a)

               

               

            	
              Any
      “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities and Exchange Act of 1934, as amended (the “ Exchange Act
      ”)) is or becomes a “beneficial owner” (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly, of securities of the
      Employer representing more than 50% of the voting power of the then
      outstanding securities of the Employer, and such person owns more
      aggregate voting power of the Employer’s then outstanding securities
      entitled to vote generally in the election of directors than any other
      person, excluding for this purpose acquisitions by a person pursuant to a
      merger of the Employer or a Subsidiary that would not be a Change in
      Control under clause
(b) below;

            


    

    


    
      
        
        

      

      
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      (b)

            	
              Consummation
      of (x) a merger or consolidation of the Employer or a Subsidiary with
      another corporation where the shareholders of the Employer, immediately
      prior to the merger or consolidation, will not beneficially own,
      immediately after the merger or consolidation, shares entitling such
      shareholders to 50% or more of all votes to which all shareholders of the
      surviving corporation (or the ultimate parent company of the surviving
      company) would be entitled in the election of directors (without
      consideration of the rights of any class of stock to elect directors by a
      separate class vote), (y) the sale or other disposition of 50% or
      more of the Employer’s assets that it owns as of the effective date of
      this Plan, or (z) a liquidation or dissolution of the Employer;
      provided, however, the effectiveness of a plan of reorganization pursuant
      to which a majority of the common stock of the reorganized Employer is
      distributed (i) to Persons who are (a) holders of claims against
      the Employer; (b) holders of equity interests in the Employer; and/or
      (c) designated in the Employer’s plan of reorganization proposal
      dated October 15, 2007 to receive common stock of the reorganized
      Employer; or (ii) to or for the benefit of Employer management, shall
      not constitute a “Change in Control”;
or

            


    

     

    
      	
                  
      (c)

            	
              Directors
      are elected such that a majority of the members of the Board shall have
      been members of the Board for less than two years, unless the election or
      nomination for election of each new director who was not a director at the
      beginning of such two-year period was approved by a vote of at least
      two-thirds of the directors then still in office who were directors at the
      beginning of such period.

            


    

    


    Participant means an
eligible employee who chooses to participate in the Plan. A Participant will
remain a Participant as long as he or she has an account balance in the
Plan.

    


    Plan Year means the
calendar year.

    


    Retirement Plan means
the Solutia Savings and Investment Plan, a tax-qualified defined contribution
plan.

    


    Separation from
Service occurs (or a Participant Separates from Service) when the
Participant ceases to be employed by the Employer and all entities considered a
single employer with the Employer under Code Sections 414(b) and (c) as a result
of the Participant’s death, retirement, or other termination of
employment.  Whether a Separation from Service occurs is based on all
the relevant facts and circumstances and will be determined in accordance with
Code Section 409A.

    


    
      
        
        

      

      
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    ARTICLE
III:  ADMINISTRATION

    


    3.1    Plan
administrator.  The Executive Compensation and Development
Committee (ECDC) will designate an individual or committee to administer the
Plan (Administrator).  The Administrator may appoint one or more
delegates to discharge any or all of the Administrator’s responsibilities under
the Plan.  The Administrator and delegates have all of the
discretionary authority, rights, and duties that are necessary or appropriate
for the proper administration of the Plan and may rely upon financial, legal,
and accounting advisors, as they see fit.  The decisions of the
Administrator and delegates, including interpretations of the Plan and
determinations of amounts due under the Plan, are final and binding on all
parties.

    


    


    ARTICLE
IV:  ELIGIBILITY

    


    4.1           Plan
participation.  An employee must be a US resident on the first
day of a Plan Year to defer salary and bonus earned in that Plan
Year.  A US resident employee whose pay grade on the Plan’s effective
date is 83 or higher will be eligible to participate in the Plan on that
date.  Other US resident employees will become eligible to participate
in the Plan on the first date that the employee achieves a pay grade of 83 or
higher.  If a Participant’s pay grade falls below 83, the Participant
will cease to be eligible to defer salary and bonus under the Plan, beginning
with the salary and bonus earned in the Plan Year immediately following the Plan
Year in which his or her pay grade falls below 83.   If a
Participant whose pay grade has fallen below 83 subsequently achieves a pay
grade of 83 or higher, the Participant will become eligible to defer salary and
bonus under the Plan, beginning with salary and bonus earned in the Plan Year
immediately following the Plan Year in which he or she achieves a pay grade of
83 or higher.

    


    


    ARTICLE
V:  ACCOUNTS

    


    5.1    Establishment of
accounts.  The Administrator will establish a bookkeeping
account for each Participant to which the contributions described in Article VI
are credited.  The Administrator may establish sub-accounts for
Participants, as the Administrator deems appropriate.  The accounts
and sub-accounts will be adjusted to reflect income, gains, losses, and
distributions.

    


    5.2    Investment
credits.   The Pension and Savings Plan Committee
(“Committee”) will select the investment options that will be available to
Participants.  The Committee may add to, eliminate, or modify these
notional investment options from time to time.  Participants’ accounts
will be valued, and Participants may reallocate their account balances among the
funds on a daily basis, subject to Participants’ compliance with the Employer’s
insider-trading policies.

    


    


    
      
        
        

      

      
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    ARTICLE
VI:  CONTRIBUTIONS

    


    6.1           Elective salary and bonus
deferrals.   For each Plan Year, an eligible employee may elect
to reduce his or her salary and calendar-year bonus that is in excess of the
Code Section 401(a)(17) limit by up to 35% and have the amounts contributed to
his or her account.  In the event the bonus
is  “performance-based compensation” within the meaning of Code
Section 409A, the election to defer salary and bonus must be made no later than
June 30 of the Plan Year immediately preceding the Plan Year in which the salary
and bonus otherwise would have been paid.  In the event the bonus is
not “performance-based compensation” within the meaning of Code Section 409A,
the election to defer salary and bonus must be made no later than December 31 of
the Plan Year immediately preceding the Plan Year in which the services giving
rise to the salary and bonus are performed.  Provided, however, that
in an employee’s first year of eligibility, an election may be made no later
than the 30th day after he or she becomes eligible and will apply only to the
portion of the employee’s salary and bonus paid for services performed after the
election.  The Administrator may increase or decrease the percentage
of Participants’ salary and bonus eligible for deferral, in which case the
Administrator will notify eligible employees of the change no later than the
first day of the applicable election period.

    


    6.2           Employer
contributions.  For each Plan Year, the Employer will
contribute to each Participant’s account an amount equal to 100% of the
Participant’s elective salary and bonus deferrals, not to exceed 7% of the
Participant’s salary and bonus in excess of the compensation taken into account
under the Retirement Plan for the applicable Plan Year.

    


    6.3           Election forms.  To
be valid, elections must be made on forms provided by the Administrator and
received by the Administrator on or before the specified deadline.  An
election must state the percentage in whole numbers by which the Participant
desires to reduce his or her salary and/or bonus and, in accordance with Section
8.1, the form of payment of the Participant’s benefits.

    


    


    ARTICLE
VII:  VESTING

    


    7.1           Vesting.  A
Participant is at all times 100% vested in his or her account
balance.

    


    7.2           Forfeitures.  Notwithstanding
Section 7.1, a Participant whose employment is terminated for Cause will forfeit
his or her Employer contributions and any net income and gains attributable to
such contributions.

    


    


    
      
        
        

      

      
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    ARTICLE
VIII:  BENEFIT PAYMENTS

    


    8.1    Form
and time of payment.

    


    
      	
              (a)    

            	
              Coincident
      with a Participant’s first election to defer salary and bonus, the
      Participant must elect to receive his or her account balance upon
      Separation from Service in a single lump sum, 5 annual installments, or 10
      annual installments.  If a Participant fails to make a timely
      form-of-payment election, his or her account balance will be paid in a
      single lump sum.  The Participant’s lump sum or first
      installment, as applicable, will be paid on the date that is 6 months
      after the Participant Separates from Service.  Any subsequent
      installments will be paid on the first and each succeeding anniversary of
      the Participant’s Separation from Service, until the Participant’s entire
      account balance has been paid.  Each installment will equal the
      Participant’s then-current account balance divided by the number of
      remaining installments.

            


    

    


    
      	
              (b) 
        

            	
              Section
      8.1(a) notwithstanding, if a Participant (i) Separates from Service before
      attaining age 55 and completing 5 years of service with the Employer, or
      (ii) Separates from Service with an account balance of less than $20,000
      (indexed after 2008 in the same manner as the limitation under Code
      Section 402(g)), then the Participant’s entire account balance will be
      paid in a single lump sum on the date that is 6 months after the
      Participant Separates from Service.

            


    

    


    8.2    Changes to form of
payment.  A Participant may elect to change the form of his or
her benefit payment, provided the election satisfies both of the following
conditions:

    


    
      	
              §  

            	
              The
      election is not effective until 12 months after it is made.  If
      an election is made less than 12 months before a scheduled lump sum
      payment or the commencement of installments, the election will be null and
      void and the Participant’s benefit will be paid in accordance with his or
      her most recent valid election.

            


    

    


    
      	
              §  

            	
              The
      election defers payment for at least 5 years from the date the payment
      otherwise would have been made or, if earlier, until the Participant’s
      death.

            


    

    


    For
purposes of this Section 8.2, installments are deemed to be a single payment,
commencing on the date of the first installment.

    


    8.3           Death
benefits.   Sections 8.1 and 8.2 notwithstanding, the
Participant’s beneficiary or beneficiaries will be paid the Participant’s
then-current account balance in a single lump sum as soon as practicable, but
not later than 90 days, after the Participant’s death.  A Participant
may designate the beneficiary or beneficiaries who will receive benefits payable
upon his or her death and change or revoke the designation without the consent
of any beneficiary.  A designation must be in writing on a form
provided by the Administrator.  If a Participant fails to properly
designate a beneficiary, or survives his or her beneficiaries, payment will be
made to the Participant’s estate.

    


    8.4    Cash payments and tax
withholding.  Each Participant’s benefit will be paid in cash
and reduced by any and all federal, state, and local taxes, which the Employer
is required to withhold.

    


    


    
      
        
        

      

      
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    ARTICLE
IX:  SOURCE OF PAYMENTS

    


    9.1    Rabbi trust.  The
Employer intends to establish a rabbi trust and contribute funds or other assets
at such times and in such amounts as it deems appropriate to help satisfy its
obligations under the Plan.  The trustee will be a bank or other
independent financial institution and will be authorized to invest the trust
assets, subject to investment guidelines set by the Administrator and applicable
law.  The rabbi trust will be an employer grantor trust under Code
Sections 671 through 679, the assets of which are available to pay the claims of
the Employer’s creditors in the event of its insolvency.

    


    9.2    Change in
Control.   Section 9.1 notwithstanding, within 30 days
after a Change in Control, the Employer will contribute to the rabbi trust funds
equal to the excess, if any, of (i) the aggregate account balances of all
Participants over (ii) the value of trust assets, as of the date of the Change
in Control.

    


    9.3    Benefits and
expenses.  Plan benefits will be paid directly from the rabbi
trust or, if the Employer fails to maintain a rabbi trust or trust assets are
insufficient, from the Employer’s general assets.  Expenses of
administering the Plan will be paid from the Employer’s general
assets.  The Employer is not required to set aside, earmark, or escrow
any funds or other assets to satisfy its obligations under the Plan, except as
provided in Sections 9.1 and 9.2.  Participants and beneficiaries have
no interest in any specific assets of the Employer or the rabbi trust, other
than the unsecured right to receive benefits pursuant to the terms of the
Plan.  In this regard, Participants acknowledge that the accounts
referred to in Article V are merely bookkeeping entries used to track their
benefits.

    


    ARTICLE
X:  CLAIMS PROCEDURE

    


    10.1    Claims for
benefits.  In general, the payment of benefits under the Plan
is automatic and no claims need be filed.  However, a Participant or
beneficiary (Claimant) may submit a claim in writing to the
Administrator.  If the claim is denied in whole or in part, the
Claimant will receive from the Administrator notice in writing, in a manner
calculated to be understood by the Claimant, setting forth the specific reasons
for the denial, with reference to pertinent Plan provisions.  The
notice will be provided within 90 days of the date the claim for benefits is
received.  Any disagreements about the interpretation of, or the
Claimant’s rights under, the Plan may be appealed within 60 days to the
Administrator.  The Administrator will respond to the appeal within 60
days with notice in writing fully disclosing and explaining the
decision.

    


    


    
      
        
        

      

      
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    ARTICLE
XI:  MISCELLANEOUS PROVISIONS

    


    11.1    Plan amendment and
termination.  The Employer reserves the right to amend,
discontinue, or terminate the Plan at any time by action of the ECDC. However,
no amendment, discontinuance, or termination will diminish the benefits of a
Participant that are earned and vested prior to the date the ECDC approves the
amendment, discontinuance, or termination. The Employer may not accelerate the
timing of benefit payments, except to the extent Code Section 409A
permits.

    


    11.2    Non-alienation of
benefits.  The interest of a Participant or beneficiary in his
or her Plan benefits are not subject to the claims of the Participant’s or
beneficiary’s creditors and may not be voluntarily or involuntarily sold,
transferred, pledged, alienated, assigned, anticipated, or
encumbered.  Any attempt by a Participant or beneficiary to do so will
be null and void.

    


    11.3    No employment
rights.  The Plan does not constitute a contract of employment
and participation in the Plan does not give a Participant the right to continue
employment with the Employer or limit the Employer’s right to discharge any
employee with or without Cause.

    


    11.4    Indemnification.  To
the extent the law allows, the Employer will indemnify and hold harmless the
Administrator, any of the Administrator’s delegates, and any employee who may
act on behalf of the Employer in the administration of the Plan from and against
any liability, loss, cost, or expense (including reasonable attorneys’ fees)
incurred at any time as a result of or in connection with any claims, demands,
actions, or causes of action of any Participant, any person claiming through any
Participant, or any other person, party, or authority claiming to have an
interest in the Plan or standing to act for any person or groups having an
interest in the Plan, for or on account of any of the acts or omissions (or
alleged acts or omissions) of the Administrator, any delegate, or any employee,
except to the extent resulting from that person’s willful
misconduct.

    


    11.5    Successors.  The
Plan is binding on the Employer and its successors and assigns and on each
Participant and beneficiary.

    


    11.6           Severability.  In
case any provision of the Plan is held illegal or invalid for any reason, the
illegality or invalidity will not affect the remaining provisions of the Plan
and the Plan will be construed and enforced as if the illegal or invalid
provision had never been set forth.

    


    11.7           Controlling law.  To
the extent not superseded by the laws of the United States, the laws of Delaware
are controlling in all matters relating to the Plan, without regard to that
state’s choice of laws provisions.

    
 

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