ex-10_04.htm


     

    


    


    


    


    


    


    


    


    AMENDED
AND RESTATED

    EASTMAN
UNFUNDED RETIREMENT INCOME PLAN

    Amended
and Restated Effective December 31, 2008

    


    



    
      
        165 


      

      
         


        
          

        

      

      
         


      

    


    EASTMAN
UNFUNDED RETIREMENT INCOME PLAN

    Amended
and Restated Effective December 31, 2008

    


    


    TABLE
OF CONTENTS

    


    


    
      	
              ARTICLE
      ONE

            	
              167

            
	 
      	
              Purpose
      of Plan

            	
              167

            
	
              ARTICLE
      TWO

            	
              167

            
	 
      	
              Definitions

            	
              167

            
	
              ARTICLE
      THREE

            	
              168

            
	 
      	
              Eligibility

            	
              168

            
	
              ARTICLE
      FOUR

            	
              168

            
	 
      	
              Benefits

            	
              168

            
	
              ARTICLE
      FIVE

            	
              170

            
	 
      	
              Administration

            	
              170

            
	
              ARTICLE
      SIX

            	
              171

            
	 
      	
              Amendment
      and Termination

            	
              171

            
	
              ARTICLE
      SEVEN

            	
              171

            
	 
      	
              Miscellaneous

            	
              171

            


    

    


    


    


    


    


    


    



    
      
        166 


      

      
         


        
          

        

      

      
         


      

    


    EASTMAN
UNFUNDED 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 unfunded plan. This Plan is maintained primarily for the
      purpose of providing deferred compensation for a select group of
      management or highly compensated employees as described in Section 201(2)
      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 401(a)(17) or Code Section 415 and the provisions of the
      Funded Plan which implement such Sections and/or because deferred
      compensation is ignored in defining compensation for purposes of
      calculating benefits under the Funded
Plan.

            


    

    


    The Plan
originally was adopted effective January 1, 1994, amended, renamed 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 six month anniversary of the Participant’s
      Termination of Employment.  The remaining four installment
      payments shall be paid on the first business day following anniversary of
      the Participant’s Termination of
Employment.

            


    

    


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


    
      
        167 


      

      
         


        
          

        

      

      
         


      

    


    


    


    
      	
              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 Unfunded 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.

            


    

    


    
      	
              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 their benefit cannot be
      fully provided by the Funded Plan due to the benefit limitations imposed
      by Code Section 401(a)(17) or 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,

            


    


    
      
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              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.

            


    

     

    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 4.3 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 Transferred 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 eligibleto participate in the EDCP on November 1,
      2008 according to records maintained by
  theCompany.

            

 

     

    
      	
              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,

            


    

    


    
      	
               
      

            	
              (i)

            	
              if
      deferred compensation were included in the Funded Plan's definitions of
      "Participating Compensation" and "Retirement Annual Salary Rate", at the
      time of deferral; and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              if
      the provisions of Sections 415 and 401(a)(17) of the Code, as expressed in
      the Funded Plan, were
disregarded;

            


    


    
      
        169 


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              less
      the combined amounts of the retirement income benefit to which the
      Employee is entitled under the Funded Plan and the retirement income
      benefit to which such Employee is entitled under the Eastman Excess
      Retirement Income 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 Excess Retirement Income Plan (the
      “ERIP”) is $5,000 or less, the Participant’s benefit from this Plan and
      the ERIP 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.

            


    

     

    ARTICLE
FIVE

     

     

    Administration

     

    


    
      	
              5.1

            	
              Responsibility.
      Except as expressly provided otherwise herein, the Senior Vice President
      and Chief Administrative Officer (“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.

            


    

     

     

    
      
        170

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              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 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.

            


    

    


    


     

    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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