ex-10_02.htm


     

     

    AMENDED AND RESTATED

     

    EASTMAN EXCESS RETIREMENT INCOME
PLAN

     

    Amended and Restated Effective
December 31, 2008

     

     

     

    
      
        
        

      

      
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    EASTMAN EXCESS RETIREMENT INCOME
PLAN

     

    Amended and Restated Effective
December 31, 2008

     

     

     

     

     

     TABLE OF
CONTENTS 

     

     

    
    

     

    
      	
               ARTICLE ONE -
      Purpose of Plan

               

            	
              143 

               

            
	
               ARTICLE TWO -
      Definitions

               

            	
              

                143

                 

              

            
	
               ARTICLE THREE
      - Eligibility

               

            	
              144

               

            
	
               ARTICLE FOUR -
      Benefits

               

            	
              144

               

            
	
               ARTICLE FIVE -
      Administration

               

            	
              146

               

            
	
               ARTICLE SIX -
      Amendment and Termination

               

            	
              146

               

            
	
               ARTICLE SEVEN
      - Miscellaneous

               

            	
              147

               

            


    

     

     

    
      
        
        

      

      
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    EASTMAN EXCESS RETIREMENT INCOME
PLAN

     

     

     

    ARTICLE ONE

     

     

     

    Purpose of Plan

     

     

     

    1.1   
This Plan implements the intent of providing retirement benefits by means of
both a funded and an unfunded plan. This Plan is an excess benefit plan as
defined in Section 3(36) of the Employee Retirement Income Security Act of 1974
and is designed to provide retirement benefits payable out of the general assets
of the Company where benefits cannot be paid under the Funded Plan because of
Code Section 415 and the provisions of the Funded Plan which implement such
Section.

     

     

     

    The Plan originally
was  adopted effective January l, 1994, amended and restated effective
January 1, 2002 and January 1, 2008 and subsequently amended and restated again
effective as of December 31, 2008 in order to comply with Section 409A of the
Internal Revenue Code of 1986, as amended.

     

     

     

    ARTICLE TWO

     

     

     

    Definitions

     

     

     

    2.1         
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

     

     

     

    2.2         
"Company" shall mean Eastman Chemical Company, and any subsidiary and/or
affiliated corporation which is a participating employer under the Funded Plan,
except where a specific reference is made to a particular corporation.

     

     

     

    2.3         
"Compensation Committee" shall mean the Compensation and Management Development
Committee of the Board of Directors of the Company.

     

     

     

    2.4         
"Effective Date" shall mean January 1, 1994.  The Effective Date of this
amended and restated Plan document is December 31, 2008.  As permitted
under the guidance issued under Code Section 409A, this Plan does not contain
provisions retroactive to the effective date of Section 409A (January 1, 2005),
but this Plan has complied with Section 409A and guidance thereunder since the
effective date of such legislation.

     

     

     

     2.5        
"Employee" or "Participant" shall mean a participant in the Funded Plan.

     

     

     

    2.6         
“Five-Payment Lump Sum” shall mean the automatic form of payment for a
Participant’s benefit under this Plan if the Participant did not make the
one-time Special Election described in Section 4.2.  For purposes of
calculating the Present Value of the Participant’s benefit under this Plan on
the date of his Termination of Employment the Participant’s benefit shall be
converted on an actuarially equivalent basis (calculated using the actuarial
assumptions and methodologies that would be used by the Funded Plan) to five
equal annual installments commencing on the first business day following the
sixth-month anniversary of the Participant’s Termination.   The
remaining four installment payments shall be paid on the first business day
following the anniversary of the Participant’s Termination of Employment.

     

     

     

    2.7         
"Funded Plan" shall mean the Eastman Retirement Assistance Plan.

     

     

     

    2.8         
“Global Benefits” shall mean the Company’s internal organization responsible for
the administration of the payment of benefits under this plan.

     

     

     

    2.9         
"Plan" shall mean this Eastman Excess Retirement Income Plan.

     

     

     

    2.10       
"Present Value" shall mean the actuarial present value of the Participant's
benefit under this Plan.  Present Value for purposes of this Plan shall be
calculated using the actuarial assumptions and methodologies that would be used
by the Funded Plan to determine a single lump sum payment on the date of the
Participant's Termination of Employment.

     

     

     

    
      
        
        

      

      
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    2.11       
“Termination of Employment” means a separation from service under Code Section
409A and the Final 409A Regulations. 

     

     

     

    ARTICLE
THREE

     

     

     

    Eligibility

     

     

     

    3.1         
All Employees eligible to receive a benefit from the Funded Plan shall be
eligible to receive a benefit under this Plan if their benefit cannot be fully
provided by the Funded Plan due to the benefit limitations imposed by Code
Section 415.  Employees who are not eligible to participate in the Funded
Plan are not eligible to participate in this Plan.

     

     

     

    ARTICLE
FOUR

     

     

     

    Benefits

     

     

     

    4.1         
Benefits due under this Plan shall be paid in the form of a Five-Payment Lump
Sum as described in Section 4.3 unless the Participant has made the election
described in Section 4.2 of this Plan.  If the Employee is deceased, the
person who shall receive payment under this Plan (if any), shall be the same
person who would be entitled to receive survivor benefits with respect to the
Employee under the Funded Plan.   

     

     

     

    If a Participant made the election
described in Section 4.2 of this Plan and dies while actively employed, the
Present Value of the Participant’s benefit on the date of his death shall be
paid to the Participant’s beneficiary no later than ninety (90) days after the
date Global Benefits is notified of the Participant’s death.

     

     

     

    If a Participant dies before beginning to
receive payments from this Plan (and the Participant did not make the election
described in Section 4.2 of this Plan), the Present Value of the Participant’s
benefit under this Plan on the date of the Participant’s death shall be
distributed to the Participant’s beneficiary in the form of a Five-Payment Lump
Sum.  The first payment will be made no later than the first business day
of the second month following the Participant’s death.  The remaining
payments shall be made on the anniversary of the Participant’s death.

     

     

     

    If the Participant dies before receiving
all five installment payments, the Participant’s Beneficiary shall receive the
balance of the Participant’s installment payments.  Such remaining payments
shall be paid to the beneficiary on the Participant’s annual payment date,


     

     

     

     

     

    4.2         
Special One-Time Election.

     

     

     

    (a)    
During the period beginning November 10, 2008 and ending December 5, 2008 (the
“Election Period”) each  Participant who is eligible to participate in the
Eastman Executive Deferred Compensation Plan (“EDCP”) as of November 1, 2008
shall have the opportunity to elect, in the manner provided by the Company, to
have the Present Value of his benefit under this Plan, if any, transferred to
the EDCP on the date of his Termination of Employment (the “Transferred
Benefit”).  In order for such election to be effective:

     

     

     

    (i) The Participant
shall also be required to elect the form of payment applicable to his
Transferred Benefit from the payment options available under the EDCP as of
January 1, 2008; and

     

    (ii) The
Participant must acknowledge and agree that the election described in paragraph
(a) is irrevocable.

     

     

     

    
      
        
        

      

      
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        The election
described above will not be available to any Participant whose benefit
commencement date under the Funded Plan is in 2008 or whose Termination of
Employment from the Company occurs in 2008.

       

    

    (b)    
In the event that a Participant fails to elect the form of payment applicable to
his Transferred Benefit from the payment options available under the EDCP
as of January 1, 2008, the Participant’s benefit shall be paid to him in
accordance with Section 4.1 of this Plan.

     

    (c)    
If the Participant makes such a timely election, then upon his Termination of
Employment, neither the Participant nor his beneficiaries shall have any further
right to benefits of any kind under this Plan, and the payment of such benefits
shall be governed solely by the EDCP.

     

    (d)The
election described in paragraph (a) will not be available to any Participant who
is not eligible to participate in the EDCP on November 1, 2008 according to
records maintained by the Company.

     

    4.3         
If a Participant was not eligible for, or did not make the special one-time
election described in Section 4.2 of this Plan, the Present Value of his benefit
under this Plan on the date of his Termination of Employment will be paid to the
Participant in a Five Payment Lump Sum.  The first installment will be paid
on the first business day following the six month anniversary of the
Participant’s Termination of Employment. The four remaining annual installment
payments will be paid on the anniversary of the   Participant’s
Termination of Employment.  Each installment payment shall be treated as a
separate payment.  No other payment option is available under this
Plan.  

     

     

     

    4.4         
The benefit payable under this Plan shall be the amount of the retirement income
benefit to which an Employee would otherwise be entitled under the Funded Plan,
if the provisions of Code Section 415, as expressed in the Funded Plan, were
disregarded; less the retirement income benefit to which the Employee is
entitled under the Funded Plan.  

     

     

     

    The "retirement income benefit to which
the Participant is entitled under the Funded Plan" generally means the benefits
actually payable to the Participant under the Funded Plan; provided, however,
that where the benefits actually payable to the Participant under the Funded
Plan are reduced on account of a payment of all or a portion of the
Participant’s benefits to a third party on behalf of or with respect to an
Employee (pursuant, for example, to a qualified domestic relations order), the
"retirement income benefit to which the Participant is entitled under the Funded
Plan" shall be deemed to mean the benefit that would have been actually payable
but for such payment to a third party.

     

     

     

    4.5         
If an Employee's benefit from the Funded Plan is subject to an actuarial
reduction because of the time when payment commences, his benefit from this Plan
shall be actuarially reduced on the same basis.

     

     

     

    4.6         
If the Present Value of the Participant’s benefit under this Plan on the date of
his Termination of Employment plus the Present Value of the Participant’s
benefit under the Eastman Unfunded Retirement Income Plan (the “URIP”) is $5,000
or less, the Participant’s benefit from this Plan and the URIP shall be
automatically paid to him in a single lump sum on the first business day
following the 6th
month anniversary of his Termination of Employment.

     

     

     

    4.7         
The benefits payable under this Plan shall be paid by the Company out of its
general assets. To the extent an Employee acquires the right to receive a
payment under this Plan, such right shall be no greater than that of an
unsecured general creditor of the Company. No amount payable under this Plan may
be assigned, transferred, encumbered or subject to any legal process for the
payment of any claim against an Employee.

     

     

     

    
      
        
        

      

      
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    ARTICLE
FIVE

     

     

     

    Administration

     

     

     

    5.1         
Responsibility.  Except as expressly provided otherwise herein, the Senior
Vice President and Chief Administrative Officer (the “Senior VP & CAO”)
shall have total and exclusive responsibility to control, operate, manage and
administer this Plan in accordance with its terms.

     

     

     

    5.2         
Authority of Senior Vice President and Chief
Administrative Officer.  The Senior VP & CAO shall have all the
authority that may be necessary or helpful to enable him to discharge his
responsibilities with respect to this Plan. Without limiting the generality of
the preceding sentence, such Senior VP & CAO shall have the exclusive right:
 to interpret this Plan, to determine eligibility for participation in this
Plan, to answer all question concerning eligibility for and the amount of
benefits payable under this Plan, to construe any ambiguous provision of this
Plan, to correct any default, to supply any omission, to reconcile any
inconsistency, and to answer any and all questions arising in the
administration, interpretation, and application of this Plan. However, see
Section 5.5.

     

     

     

    5.3         
Discretionary Authority.  The
Senior VP & CAO shall have full discretionary authority in all matters
related to the discharge of his responsibilities and the exercise of his
authority under this Plan including, without limitation, his construction of the
terms of this Plan and his determination of eligibility for participation and
benefits under this Plan.  It is the intent of this Plan that the decisions
of such Senior VP & CAO and his action with respect to this Plan shall be
final and binding upon all persons having or claiming to have any right or
interest in or under this Plan and that no such decision or action shall be
modified upon judicial review unless such decision or action is proven to be
arbitrary or capricious. Notwithstanding anything to the contrary in this
Article Five, the Senior VP & CAO shall not have the authority to make any
decision or resolve any issue that directly affects his own participation or
benefits under this Plan, and instead such decision or resolution shall be
reserved to the Compensation Committee.

     

     

     

    5.4          Delegation of Authority.  The
Senior VP & CAO may delegate some or all of his authority under this Plan to
any person or persons provided that any such delegation be in
writing.

     

     

     

    5.5          Authority of Compensation
Committee.   Under Section 4.1 of this Plan, decisions
concerning payment of benefits to executive officers shall be made by the
Compensation Committee of the Board of Directors, and to that extent the
provisions of 5.1 through 5.4 above shall be deemed to apply to such
Committee.

     

     

     

    ARTICLE
SIX

     

     

     

    Amendment and
Termination

     

     

     

    6.1         
While the Company intends to maintain this Plan under present business
conditions, the Company, acting through the Compensation Committee, reserves the
right to amend and/or terminate it at any time for whatever reasons it may deem
advisable.  Notwithstanding the foregoing, termination of this Plan must
comply with the requirements of Treas. Reg. Section 1.409A-3(j)(4)(ix). 


     

     

     

    6.2         
Notwithstanding the preceding Section, however, the Company hereby makes a
contractual commitment to pay the benefits accrued under this Plan as of the
date of such amendment or termination to the extent it is financially capable of
meeting such obligation.

     

     

     

    
      
        
        

      

      
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    ARTICLE
SEVEN

     

     

     

    Miscellaneous

     

     

     

    7.1         
Nothing contained in this Plan shall be construed as a contract of employment
between the Company and an Employee, or as a right of an Employee to be
continued in the employment of the Company, or as a limitation of the right of
the Company to discharge any of its Employees, with or without cause.

     

     

     

    7.2         
This Plan shall be governed by the laws of the State of Tennessee, except to the
extent preempted by federal law.

     

     

     

    7.3         
This Plan shall be binding upon the successors and assigns of the parties
hereto.

     

     

     

    7.4         
The Company will withhold to the extent required by law all applicable income
and other taxes from amounts accrued or paid under this Plan.

     

     

     

     

    
       

       

       

    

    
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