EX-10.1



 





Exhibit 10.1




THE LUBRIZOL CORPORATION

FINANCIAL PLANNING PROGRAM




Introduction




     The Board of Directors (“the Board”) of The Lubrizol Corporation (“the Company”) wishes to
assist certain key employees by alleviating the burden associated with personal financial, tax, and
estate planning matters, as they focus on Lubrizol business. The Company will assist such
employees by encouraging them to seek professional assistance for such matters. To further such
purpose, The Lubrizol Corporation Financial Planning Program (“the Program”) has been designed to
pay for such financial planning. Accordingly, the Program is hereby adopted by the Company as
hereinafter set forth.



Applicability of the Program




Eligibility




     The Organization and Compensation Committee of the Board (“the Committee”) may approve
monetary sums (“Awards”) to be paid as reimbursement for amounts expended by Key Employees for
Covered Professional Services or as payments by the Company to firms selected to provide Covered
Professional Services (“Preferred Providers”). “Key Employees” shall mean those employees of the
Company, or its subsidiaries, so designated by the Committee. A Key Employee will be notified by
letter from the Company of the approval of an Award.



Frequency and Amount of Awards




     The Committee may approve Awards on an annual basis and in such amounts as it deems
appropriate.



Election




     After the Committee approves Awards, the Key Employee shall elect between reimbursement for
expenditures or using a Preferred Provider. If the Key Employee elects to use a Preferred
Provider, such Key Employee shall notify the Chief Financial Officer of the election. The Key
Employee may change the election for a given year only if the Key Employee has not incurred Covered
Professional Services for the fiscal year and notifies the Chief Financial Officer of the change.
Persons who first become Key Employees after September 27, 1999, are not eligible for reimbursement
for expenditures and may only use a Preferred Provider under this Program. Notwithstanding the
foregoing, with respect to persons who first become Key Employees on or after March 24, 2003, the
Committee shall determine the type of Award (reimbursement for expenditures or Preferred Provider)
for which the person is eligible.



Reimbursement for Expenditures




     A Key Employee must receive prior approval from the Chief Financial Officer before incurring
Covered Professional Services. Notwithstanding the fact that an Award to a Key Employee has been
approved by the Committee, such Key Employee will not receive as a reimbursement all, or any part,
of such Award until the Key Employee presents evidence to the



 









 




Company’s Chief Financial Officer to the effect that such Key Employee has made expenditures for
Covered Professional Services. If the Key Employee elects reimbursement of expenditures, the
Award, or any part thereof, can be used by the Key Employee during the fiscal year (beginning May
1st) in which the Award is made, or in any of the succeeding two fiscal years.




Preferred Provider




     If the Key Employee chooses to use a Preferred Provider for a given fiscal year, such Key
Employee may use carryovers of any previous Awards during that fiscal year. If the Key Employee
fails to use the Preferred Provider during the year after having so elected, there will be no
carryover of that year’s Award to a succeeding year.



Covered Professional Services




     Covered Professional Services shall include:




	 	•	 	Professional services for financial planning, including
retirement, estate and insurance planning. The foregoing shall
include professional services for the preparation of wills and
trusts.
	 
	 	•	 	Professional services for the management of assets, or for record
keeping with respect to assets. (The types of services
contemplated are those normally provided by a trust department or
a brokerage firm.)
	 
	 	•	 	Professional services for tax planning, including services for
income, gift and estate planning, and audits. (Payments for
services provided in connection with the handling of tax
controversies will not be made.)
	 
	 	•	 	Professional services for tax return preparation for the Key
Employee, the Key Employee’s spouse, and for those dependent
children of the Key Employee.





Termination of Employee




     An Award, or any part thereof, that has not been used prior to the voluntary or involuntary
termination of employment of the Key Employee shall lapse. Notwithstanding the preceding sentence,
a Key Employee may use an Award subsequent to termination of employment if such termination is a
result of retirement provided that Covered Professional Services are incurred and submitted for
reimbursement, if applicable, by the Key Employee within one year subsequent to the Key Employee’s
retirement date, and a Key Employee’s family or personal representative may use an Award subsequent
to the Key Employee’s death provided that Covered Professional Services are incurred and submitted
for reimbursement, if applicable, within one year after death.



Miscellaneous




     The Company will gross up any Award used under the Program. The Company may withhold from any
Award payable under the Program or from the Key Employee’s salary ( in the case of use of a
Preferred Provider), all federal, state, city or other taxes as shall be required pursuant to any
law or government regulation or ruling.



Amendment and Termination




     The Program may be terminated or amended in any respect by the Company.