Exhibit 10.27
AMENDMENT 2003-1 TO
SUPPLEMENTAL RETIREMENT AGREEMENT
This Amendment 2003-1 to Supplemental Retirement Agreement (this
"Amendment") is entered into by and between ___________ ("Employee") and
Crompton Corporation, a Delaware corporation ("Corporation"), on ____________,
2003 with reference to the following facts:
A. CK Witco Corporation, a Delaware corporation, and the Employee entered
into a Supplemental Retirement Agreement (the "Agreement") as of ____________.
CK Witco Corporation subsequently changed its name to Crompton Corporation, a
Delaware corporation.
B. The Agreement can be amended by written agreement executed by the
parties to the Agreement and the parties now wish to make certain changes to the
Agreement.
C. Capitalized terms used in this Amendment have the same meaning set
forth in the Agreement except where otherwise specified.
NOW, THEREFORE, the parties agree as follows effective as of the date
first written above:
1. Section 3(a) of the Agreement is amended in its entirety to read as
follows:
"(a) 'Actuarial Equivalent' shall mean an amount or benefit of
equivalent value computed using the UP 1994 Mortality Table and an
interest rate equal to the 10-year Moody's Aaa Municipal Bond Yield
Average for the last full week immediately preceding the first day of the
calendar year in which payments are to commence."
2. Section 9 of the Agreement is amended by the addition of the following
paragraph (c) at the end thereof:
"(c) Instead of receiving benefits in the form provided under
Section 9(a) or 9(b) above, the Employee may elect to receive his benefits
in either of the following alternative forms:
(1) a single lump sum in an amount equal to the Actuarial
Equivalent of the benefit to which the Employee would otherwise be
entitled hereunder payable in the normal form described in Section
9(a); or
(2) a lump sum equal to one half of the Actuarial Equivalent
of the benefit to which the Employee would otherwise be entitled
hereunder payable in the normal form described in Section 9(a) with
the balance of the Employee's benefit payable in one of the forms of
monthly benefit set forth in Section 9(a) as elected by the
Employee.
Any such alternative benefit form described in this Section 9(c) (an
"Alternative Benefit Form") will be paid or commence to be paid to the
Employee as soon as practicable following the date on which the Employee's
benefit otherwise would be scheduled to commence (the "Benefit
Commencement Date"). In order for the election of an Alternative Benefit
Form to be effective, the election must be made in writing on forms
provided by the Company and delivered to the Company on a date that is
both: (1) at least six months prior to the Benefit Commencement Date; and
(2) during a calendar year that precedes the calendar year in which the
Benefit Commencement Date occurs. If the Employee should die prior to the
date of payment of any lump sum benefits under an Alternative Benefit Form
but after satisfying the requirements of this Section 9(c), any unpaid
lump sum benefits will be paid to the Employee's beneficiary. If the
Employee attempts to elect an Alternative Benefit Form, but such election
does not satisfy the requirements of this Section 9(c), the Employee's
benefit will be paid in the normal form provided under Section 9(a),
unless the Employee makes an additional election of one of the other forms
set forth in Section 9(a) or 9(b) in accordance with the provisions of
those sections."
3. Except as amended hereby, the Agreement will remain in full force and
effect.
4. This Amendment may be executed in two counterpart copies of the entire
document, each of which may be executed by one of the parties, but all of
which, when taken together, will constitute a single agreement binding
upon both of the parties.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.
"EMPLOYEE"
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[Employee]
CROMPTON CORPORATION
By:
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Name:
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Title:
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