AGREEMENT AND GENERAL RELEASE
THIS AGREEMENT AND GENERAL RELEASE is entered into this 27 day of
November, 2002 by and between Ashland Inc., on behalf of itself, its
officers, directors, shareholders, employees and agents (in their
individual and representative capacities), and each of them, jointly and
severally (collectively referred to as "Ashland" or the "Company"); and
Xxxx X. Xxxxxxxxx, on behalf of himself and his heirs, executors,
guardians, administrators, successors and assigns, and each of them,
jointly and severally (herein singularly and collectively called "Xx.
Xxxxxxxxx" or the "Employee"), who agree to be bound by all of the terms
and conditions hereof.
WHEREAS, Employee has been employed by the Company from July 29, 1974
to the present; and
WHEREAS, Employee and the Company desire to settle fully and finally
all matters between them, including, but in no way limited to, any issues
that might arise out of Employee's employment with and retirement from the
Company;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, Employee and the Company agree as follows:
1. This Agreement and General Release (the "Agreement") shall not in
any way be construed as an admission by the Company that it has acted
wrongfully with respect to Employee or any other person, or that Employee
has any rights whatsoever against the Company, and the Company specifically
disclaims any liability to or wrongful acts against Employee or any other
person, on the part of itself, its officers, directors, shareholders,
employees or agents.
2. Employee represents, understands, and agrees that in accordance
with the terms of the Letter Agreement executed by Employee on November 6,
2002, the terms and conditions of which are incorporated herein by
reference, Employee stepped down from his position as Chief Executive
Officer on September 30, 2002, and will step down from his position as
Chairman of the Board of Directors of Ashland Inc. and as a director of
Ashland Inc., effective November 15, 2002. His employment will terminate on
November 15, 2002 ("Termination Date"), and he will be eligible to retire
from the Company on December 1, 2002 ("Retirement Date").
3. Employee represents that he has not filed any complaints or charges
or lawsuits against the Company with any governmental agency or any court
concerning any matter subject to the release he is providing under
paragraph (15) of this Agreement, and that he will not do so at any time
hereafter; provided, however, this shall not limit Employee from filing a
lawsuit for the sole purpose of enforcing Employee's rights under this
Agreement, or for the purposes of enforcing rights under the ADEA, as
described further herein.
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4. In order to assist Employee in the transition into other endeavors,
and as mutual consideration for the covenants expressed herein, the Company
will provide Employee with the Benefits more fully described in Attachment
I (Summary of Benefits), which is hereby incorporated by reference.
5. Employee understands and agrees that the consideration described
above is more than Employee would otherwise be entitled to under the
Company's existing policies and any current agreement with Employee.
6. Employee understands and agrees that, effective as of his
Termination Date, he is no longer authorized to incur any expenses or
obligations or liabilities on behalf of the Company. However, Ashland may,
during the two-year period immediately following his retirement
("Consulting Period"), request Employee perform services of the nature and
type he performed during his service with Ashland, and Employee will be
responsive on a reasonable basis to the requests of Ashland; provided
however, that any request to perform services in excess of six (6) days
during any one calendar month shall by mutual agreement only. For each day
during the Consulting Period in which services are provided under this
paragraph (6), Employee shall be compensated at a rate of an additional Two
Thousand Dollars ($2,000) per day, minus all applicable withholdings.
Ashland will reimburse Employee for his reasonable expenses related to the
performance of the services requested hereunder. Use of Company property,
equipment or aircraft in connection with the performance of such services
must be expressly authorized in advance by the Company's Chief Executive
Officer or the CEO's designee.
7. As of his Termination Date, Employee will return to the Company all
Company Information, as defined below, and related reports, maps, files,
memoranda, and records; credit cards, cardkey passes; door and file keys;
computer access codes; software; and other physical or personal property
which Employee received or prepared or helped prepare in connection with
his employment. Employee has not retained and will not retain any copies,
duplicates, reproductions, or excerpts thereof. The term "Company
Information" as used in this Agreement means (a) confidential information
including, without limitation, information received from third parties
under confidential conditions; and (b) technical, business, financial or
other information, the use or disclosure of which might reasonably be
construed to be contrary to the interests of the Company, and/or
detrimental to its business reputation or good will.
8. Employee agrees that during the course of his employment with the
Company he has acquired Company Information as defined in paragraph (7).
Employee understands and agrees that such Company Information is the
property of the Company and has been disclosed to Employee in confidence
and for Company use only. Employee understands and agrees that he (i) will
keep such Company Information confidential at all times during and after
his employment with the Company, (ii) will not disclose or communicate
Company Information to any third party, and (iii) will not make use of
Company Information on Employee's own behalf, or on behalf of any third
party. In view of the nature of Employee's employment and the nature of
Company
Employee Initials:/s/PWC
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Information which Employee has received during the course of his
employment, Employee agrees that any unauthorized disclosure to third
parties of Company Information or other violation, or threatened violation,
of this Agreement would cause irreparable damage to the trade secret status
of Company Information and to the Company. When Company Information becomes
generally available to the public other than by Employee's acts or
omissions, it is no longer subject to these restrictions. However, Company
Information shall not be deemed to come under this exception merely because
it is embraced by more general information that is or becomes generally
available to the public. It is understood that, if requested by Employee,
the Company may review and approve the Employee's resume to assure there is
no violation of this paragraph (8), which approval shall not be
unreasonably withheld.
9. From the effective date of this Agreement, through December 31,
2005 (the "Non-compete Period"), Employee shall not, without Ashland's
prior written consent, which shall not be unreasonably withheld, accept a
directorship or employment with, engage in consulting for or otherwise
render services for, make investments in, or otherwise engage in any other
business activity with, any corporation, partnership, firm or other form of
business enterprise which directly competes, both as to the type of
activity and geographical location, with any substantial business of the
Company. However, Employee's ownership, directly or indirectly, of issued
and outstanding stock or debt obligations of any corporation, which are
regularly traded on a national securities exchange or in the
over-the-counter market, shall not be deemed to be a violation of this
Agreement so long as such ownership does not, directly or indirectly,
permit Employee to control the business and affairs of such corporation.
Employee further agrees that for the Non-compete Period, Employee will not
interfere with or disrupt the relationship, contractual or otherwise, with
respect to the business or employment relationship between the Company or
its successors and any other party, including other employees of the
Company or its successors. Employee agrees that these restrictions are
reasonable, and that they do not unreasonably preclude Employee from being
gainfully employed. Notwithstanding, Employee shall also be subject to the
non-compete provisions of paragraph 4.04 of Ashland's Supplemental Early
Retirement Plan.
10. This Agreement shall immediately and automatically terminate if
(a) Employee breaches the confidentiality provisions of paragraph (8)
above, (b) Employee engages in competitive activity as set forth in
paragraph (9) above, or (c) Employee takes any other action inconsistent
with this Agreement. In the case of such termination of this Agreement, the
Company may cease further payments and benefits to Employee, and may recoup
previous amounts paid to Employee, and other damages, under this Agreement.
The covenants, agreements and releases set forth in paragraphs (8), (9),
(15), (16) and (17) shall survive the term of this Agreement.
11. Employee acknowledges and agrees that the remedy of the Company at
law for any breach of the covenants and agreements of paragraphs (8) and
(9) of this Agreement will be inadequate, and that the Company will be
entitled to injunctive relief against any such breach or any threatened,
imminent, probable or possible breach.
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12. The provisions of this Agreement are severable, and if any part of
it is found to be unenforceable, the other paragraphs shall remain fully
valid and enforceable.
13. Employee represents and agrees that he will keep the terms of this
Agreement completely confidential, and that he will not hereafter disclose
any information concerning this Agreement to anyone except his immediate
family, financial advisor and attorney; provided, they agree to keep said
information confidential and not disclose it to others.
14. Employee represents and agrees that he has carefully read and
fully understands all of the provisions of this Agreement, that he is
voluntarily entering into this Agreement, and that he has had sufficient
time before signing this Agreement to consult with legal counsel concerning
its content and effect. Employee understands that it is his decision
whether to consult with legal counsel, and if he elects to sign this
document without first consulting legal counsel, it will have been as a
result of his voluntary choice.
15. As a material inducement to the Company to enter into this
Agreement, Employee hereby irrevocably and unconditionally releases,
acquits, and forever discharges Company and each of the Company's owners,
stockholders, predecessors, successors, assigns, agents, directors,
officers, employees, representatives, attorneys, divisions, subsidiaries,
affiliates, and all persons acting by, through, under, or in concert with
any of them (collectively "Releasees"), jointly and individually, from any
and all charges, complaints, claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts, and expenses (including attorneys'
fees and costs actually incurred) of any nature whatsoever, including, but
not limited to, any claims of wrongful discharge or any other claim related
to Employee's employment or to acts or omissions of the Company involving
Employee or of rights under federal, state, or local laws prohibiting age
or other forms of discrimination, claims growing out of any legal
restrictions on Company's right to terminate its employees, claims based on
express or implied contract, claims arising in tort, including claims for
fraud or misrepresentation, and claims arising out of any actions or events
occurring before the date of Employee's execution of this Release against
each or any of the Releasees. Examples of such federal, state, or local
law, rule, or regulation regarding discrimination include, but are not
limited to, any claims arising under Title VII of the Civil Rights Act of
1964, 42 U.S.C. Section 2000e et seq., the Age Discrimination in Employment
Act, 29 U.S.C. Section 621 et seq., or the Workers' Adjustment and
Retraining Notification (WARN) Act, 29 U.S.C. Section 2101 et seq. These
examples shall not limit the scope of this Release. This Release is
intended to be a broad release and shall apply to any relief, no matter how
denominated, including, but not limited to, claims for future employment,
rights or causes of action for wages, backpay, front pay, compensatory
damages, or punitive damages. Employee also agrees that he will not file
such claim and Employee hereby agrees to indemnify and hold Releasees
harmless from any such claim. In addition,
Employee Initials:/s/PWC
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Employee agrees to waive the right to receive any recovery under any
charge, claim or lawsuit filed on Employee's behalf. Notwithstanding
anything to the contrary in this paragraph (15), Employee does not release
any claim he may have under any employee benefit plan in which he was a
participant during his employment with the Company for the payment of a
benefit thereunder to which he would be entitled in accordance with its
terms in the ordinary course of the administration of the Plan. Further,
Employee does not release any rights of indemnification as provided under
the Company's By-laws or policies, except as provided in paragraph (16)
below.
16. Employee also agrees to indemnify the Company from any and all
costs and expenses (including but not limited to payment of attorneys
fees), and to hold the Company harmless against any liabilities (including
but not limited to judgments, fines, penalties, and reasonable settlements
(provided that prior to settlement, Employee will be given notice and
opportunity to comment on the proposed settlement)), that may be paid by or
imposed against the Company in connection with or resulting from any
pending, threatened, or completed claim, action, suit or proceeding
(including any appeal relating thereto), arising from the Employee's
personal relationship with a fellow employee during his tenure with the
Company, in violation of the Company's human resources policies. Provided,
that this indemnification agreement shall not apply to any obligations
specifically undertaken by the Company with respect to said fellow employee
under the terms of the Amended Separation Agreement and General Release
executed by and between the Company and said fellow employee. And further,
that this indemnification agreement shall not apply to any liability
imposed against the Company for its own acts or omissions separate and
independent of the acts and omissions of Employee, if the Employee can
demonstrate that the Company, by its own acts or omissions separate and
independent of the acts and omissions of Employee, did not act in good
faith and in a manner the Company reasonably believed at the time to be in
the best interests of Employee and/or the Company. In connection with the
agreements contained in this paragraph (16) Employee further specifically
agrees to waive any right to indemnification from the Company that might
otherwise exist for such claims made against him in his individual or
representative capacity under Article IX of the Company's By-Laws or its
Articles of Incorporation or otherwise, or by operation of the Kentucky
Business Corporation Act, Chapter 271B of the Kentucky Revised Statutes,
including, but not limited to those rights provided under KRS ss.
271B.8-520 and KRS 271B.8-560. Employee further agrees that he will not
assert any rights or make any claims under the Company's D&O Policy
relating to such claims, and waives the right to any reimbursement for such
claims thereunder.
17. As a further material inducement to the Company to enter into this
Agreement, Employee hereby agrees to indemnify and hold each and all of the
Releasees harmless from and against any and all loss, costs, damages, or
expenses, including, without limitation, attorneys' fees incurred by
Releasees, or any of them, arising out of any breach of this Agreement by
Employee, including costs and expenses incurred to enforce this Agreement,
or the fact that any representation made herein by Employee was false when
made, except that this provision shall not apply to any alleged breach due
to a challenge of the validity of the ADEA waiver contained herein.
Employee Initials:/s/PWC
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18. Employee understands and agrees that Employee has been given
through November 27, 2002 (the "Review Period"), which is at least
twenty-one (21) days, to review and consider the General Release contained
in this Agreement. Employee understands that Employee may use as much or as
little of the Review Period as Employee wishes to prior to reaching a
decision regarding the signing of this Agreement. However, Employee
acknowledges that under no circumstances may Employee sign and date this
Agreement Release prior to his Termination Date. Accordingly, Employee
understands that if Employee does not sign, date, and return this Agreement
during that portion of the Review Period falling after Employee's
Termination Date and prior to the expiration of the Review Period, the
Agreement and General Release will not be valid and Employee will not
receive the special severance benefits under the terms of this special
severance offer.
19. In accordance with federal law, Employee may revoke this Agreement
and the General Release contained herein at any time within seven (7)
calendar days of the date of execution noted below. To be effective, the
revocation must be in writing and delivered to Xxxxx X. Xxxxxxxx, Vice
President and General Counsel, 00 X. XxxxxXxxxxx Xxxxxxxxx, X.X. Xxx 000,
Xxxxxxxxx, Xxxxxxxx 00000, either by hand or mail within a seven (7) day
period following Employee's execution of this Agreement. If delivered by
mail, the rescission must be:
1. Postmarked within the seven (7) day period;
2. Properly addressed as noted above; and
3. Sent by Certified Mail, Return Receipt Requested.
This Agreement shall not become effective or enforceable until this
7-day revocation period has expired.
20. This Agreement constitutes the full, complete, and entire
agreement between the parties and supercedes all prior agreements between
the parties and Employee's signature indicates that he has not relied upon
any statements or representations or other matters from the Company, its
agents, officers, or employees. Any future alteration, modification, or
waiver, to be binding on the parties, must be reduced to writing and
attached hereto.
21. Upon execution by both parties, this Agreement shall terminate all
prior employment and severance agreements between the Employee and the
Company and its divisions or subsidiaries, with the exception of those
prior agreements specifically incorporated herein by reference.
22. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
23. It is agreed that this Agreement and Release shall be interpreted
in accordance with the laws of the Commonwealth of Kentucky.
Employee Initials:/s/PWC
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IMPORTANT NOTICE
BY SIGNING THIS AGREEMENT, YOU, XXXX X. XXXXXXXXX, AFFIRM THAT YOU
HAVE READ AND UNDERSTAND THIS AGREEMENT; THAT YOU HAVE HAD A MINIMUM OF
TWENTY-ONE (21) DAYS TO CONSIDER THE AGREEMENT AND USED AS MUCH OF THIS
21-DAY PERIOD AS YOU WISHED PRIOR TO SIGNING; THAT YOU HAVE NOT SIGNED AND
DATED THIS AGREEMENT BEFORE YOUR TERMINATION DATE; THAT YOU UNDERSTAND
FULLY ITS FINAL AND BINDING EFFECT; THAT THE ONLY PROMISES MADE TO INDUCE
YOU TO SIGN THIS AGREEMENT ARE THOSE STATED HEREIN AND THAT YOU ARE SIGNING
THIS AGREEMENT VOLUNTARILY WITH THE FULL INTENT OF RELEASING THE COMPANY
AND ALL ASSOCIATED ENTITIES AND INDIVIDUALS FROM ANY AND ALL CLAIMS, KNOWN
OR UNKNOWN, RELATING TO OR ARISING OUT OF YOUR EMPLOYMENT WITH ASHLAND;
THAT YOU HAVE BEEN ADVISED THAT IT IS IN YOUR BEST INTEREST TO HAVE AN
ATTORNEY, HIRED BY YOU, LOOK AT THE AGREEMENT AND GIVE YOU ADVICE ABOUT IT;
THAT YOU WERE GIVEN A CHANCE TO REFUSE TO SIGN THIS AGREEMENT; AND THAT YOU
ARE AWARE THAT YOU HAVE AN ADDITIONAL SEVEN (7) DAYS IN WHICH TO REVOKE
YOUR ACCEPTANCE OF THIS AGREEMENT.
ASHLAND INC.
/s/ Xxxx X. Xxxxxxxxx By: _________________________
XXXX X. XXXXXXXXX
November 27, 2002 Title: ________________________
Date of Execution
(Do Not Sign Prior To TERMINATION Date)
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Name: XXXX X. XXXXXXXXX
Date of Presentation: NOVEMBER 6, 2002
Attachment 1
RETIREMENT ELIGIBLE
SUMMARY OF EMPLOYEE BENEFITS
AND MISCELLANEOUS PROVISIONS
On November 15, 2002 (your "Termination Date"), your employment with the
Company will end. You will then be eligible to retire on December 1, 2002
(your "Retirement Date").
AGREEMENT AND GENERAL RELEASE
Program benefits will not begin until you have executed the Agreement and
Release and it becomes valid. If you do not execute the Agreement and
Release, you will not receive the special benefits provided hereunder, and
will receive only those benefits ordinarily available to employees in
payroll classifications similar to the one you are in at the time your
employment terminates.
In general, except as permitted by law, or your eligibility to elect to
retire and obtain retiree benefits, you cannot continue participation in
any employee benefit plan following your Termination Date. If you were
enrolled in a group health plan, you may be able to continue coverage by
making what is called a COBRA election. You cannot elect to have any
premiums you may have to pay for COBRA coverage deducted from your lump sum
severance payment.
The following summarize selected terms and conditions from some of the
employee benefit plans in which you may have participated. The actual terms
of these plans are in their plan documents. You should refer to the
relevant summary plan description for more information on a particular plan
and the effect that your severance has with regard to that plan.
PENSION PLAN
Your rights under the Pension Plan will be determined based on your age,
years of plan participation, and final average salary on your Termination
Date. You will be eligible for an immediate pension benefit commencing as
of the first day of the month coincident with or next following your
Termination Date if either of the following applies: on your Termination
Date you are at least age 55; or on your Termination Date the sum of your
age and years of continuous service is at least 80.
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MEDICAL AND DENTAL
If you are at least age 55 or the sum of your age and years of continuous
service is at least 80, and you have 5 years of service on your Termination
Date, you may be eligible for retiree coverage under the Medical Plan and
the Dental Plan. Dental coverage during retirement is only available if you
were covered by the plan on your Termination Date. Your dental coverage
during retirement also must end on the last day of the month in which you
attain age 65. Medical coverage during retirement is generally only
available if you were covered by the plan on your Termination Date. The
exceptions to this general rule are described in the summary plan
description.
If you elect retiree coverage, your retiree contributions would be
determined using your service to your Termination Date.
Although you may be eligible to elect retiree coverage, federal law
requires that COBRA continuation coverage also be offered for the plan or
plans in which you were covered. If the amount you have to pay for retiree
coverage is greater than what you paid for the same coverage as an active
employee, you can choose to elect the COBRA continuation coverage instead
of the retiree coverage. If enrolled in the Medical or Dental Plan on the
Termination Date, you will be eligible for COBRA continuation coverage
under these plans for 12 months, at the same contribution rates that apply
to regular, active employees. To be eligible for this, though, you must
first make a timely election of COBRA coverage. You make a timely election
by completing and filing the COBRA election form that will be sent to you
by the Employee Benefits Department. The form will have instructions
explaining how to complete it and where to file it. At the end of this
12-month coverage period, you will be eligible for continued COBRA coverage
for up to 6 additional months but you must pay the full COBRA costs (both
Company and employee contributions, plus 2%) for your coverage. Your first
payment for your medical and dental contributions must be made by personal
check mailed to the Company's Employee Benefits Department at the following
address:
Employee Benefits Department
Ashland Inc.
P. O. Xxx 00000
Xxxxxxxxx, XX 00000
That first payment is due on the first day of the 13th month, with a 30-day
grace period for a late payment. If you do not make the required payment by
the end of the grace period, the coverage is retroactively terminated to
the first day of the said 13th month, without the ability to reinstate the
coverage. You will not be billed for the COBRA coverage. Paying for the
coverage is your responsibility.
After the Employee Benefits Department receives your first check, you will
receive information on where future checks should be mailed. For further details
please consult
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the relevant summary plan description or call the Employee Benefits
Department at (000) 000-0000.
LIFE INSURANCE
If you are at least age 55 or the sum of your age and years of continuous
service is at least 80, you have 5 years of service, and you had plan
coverage on your Termination Date, you will be eligible for company-paid
retiree life coverage equal to $10,000. Contributory coverage, spouse
coverage, dependent child coverage and accidental death and dismemberment
coverage end at your Termination Date.
REIMBURSABLE ACCOUNTS PLAN
Any amount you have remaining in the Dependent Day Care Account and/or the
Health Care Account is available to reimburse you for covered services
incurred before the end of the month in which your Termination Date occurs.
Claims for services performed after that time are not eligible for
reimbursement. Claims for reimbursement must be filed by June 30 in the
calendar year following your Termination Date. Any amounts in your accounts
that are not used will be forfeited according to IRS rules. You will be
eligible to elect COBRA continuation coverage for your Health Care Account.
Ashland's Employee Benefits Department will provide you with a summary of
your COBRA rights that will tell you how to elect to continue coverage
under the Health Care Account. You may only elect to continue coverage
through the end of the calendar year that contains your Termination Date.
SAVINGS PLAN
Upon your Termination Date, you have a number of withdrawal options. If you
have an unpaid loan, you may continue to make monthly payments after your
Termination Date. Fidelity will send you payment instructions approximately
4 weeks following your Termination Date. To receive Savings Plan
information, call Fidelity Investments at (000) 000-0000. You may also
access Savings Plan information on the internet by clicking "Access My
Account" under NetBenefits at www.401k .com.
LESOP
Upon your Termination Date, you may elect to receive a distribution of your
entire account in cash or shares (if your spouse consents) or you may elect
to transfer 50% of your account to the Pension Plan and receive the
remaining 50% in shares. If there are fewer than 100 shares in your account
after the transfer, then you may elect to have them distributed in cash.
LESOP distributions are usually made 3 to 4 weeks from the Friday that the
Employee Benefits Department processes your withdrawal form.
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LONG TERM DISABILITY; VOLUNTARY ACCIDENTAL DEATH AND DISMEMBERMENT;
OCCUPATIONAL ACCIDENTAL DEATH AND DISMEMBERMENT; TRAVEL ACCIDENT INSURANCE
AND ADOPTION ASSISTANCE PROGRAM
Your eligibility for coverage for all the benefits identified in the above
title of this section ends on your Termination Date.
VISION COST ASSISTANCE PLAN
If you are enrolled for this coverage, it will end on your Termination
Date, although you may be able to elect COBRA continuation of coverage at
that time. Ashland's Employee Benefits Department will provide you with a
summary of your COBRA rights that will tell you how to elect to continue
coverage.
LEGAL PLAN
If you were enrolled for the Legal Plan, your participation ends on your
Termination Date. You may be eligible for coverage for covered legal
matters that are not completed as of your Termination Date. Consult your
summary plan description for details.
GROUP AUTO AND HOMEOWNERS INSURANCE; LONG TERM CARE
You may continue any coverage you had in the group auto and homeowners
insurance and the long term care insurance beyond your Termination Date on
the same basis as any other former employee. Continuing that coverage,
though, is strictly between you and the applicable insurance company that
provides the coverage.
GROUP FINANCIAL SERVICES
If you are enrolled for the group financial services at the time of your
Termination Date, you may continue them for the remainder of the calendar year
if you make appropriate arrangements with the provider to make any required
payments then remaining for the services.
MISCELLANEOUS PROVISIONS
UNUSED VACATION/SICK PAY
You will be paid for any unused earned and accrued vacation based on the amount
of earned vacation for calendar year 2002 that remains unused as of your
Termination Date. You will also be paid for 2003 vacation accrued due to
accelerated vesting through your Termination Date. You will not be paid for any
unused sick pay.
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CREDIT UNION
If you are a member of the Credit Union at the time of your Termination
Date, you will be able to participate in the Credit Union after your
Termination Date. You will need to contact them directly to discuss
handling of credit union business.
SERVICE AWARDS
If on your Termination Date you are within 6 months of the date on which
you would have received a Service Award, the Service Award will be provided
to you on your regularly scheduled date.
MATCHING GIFTS
You will continue to be eligible to participate in the Matching Gifts
Program following your retirement, under the terms and conditions of the
program.
UNEMPLOYMENT COMPENSATION
Whether you are eligible to receive unemployment compensation is controlled
by state laws. If you decide to file for unemployment compensation, the
Company is obligated to inform the state's unemployment commission of the
nature of your termination.
EXPENSES
If you have incurred any expenses that are reimbursable by the Company, you
should submit an Expense Report, along with required receipts immediately.
EMPLOYEE ASSISTANCE PROGRAM
Family Enterprises, Inc. will continue to be available for personal
counseling for up to 12 months following your Termination Date, should you
have the need. This service can be contacted by calling (000) 000-0000.
FUTURE CORRESPONDENCE
Any future information from the Company will be sent to the address you
currently have on file (i.e. employee benefit information, W-2's, etc.).
Should your address change in the near future you should contact Corporate
Human Resources at (000) 000-0000.
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IMPORTANT NOTE ABOUT THIS SUMMARY
DETAILS ON THE BENEFITS FROM THE EMPLOYEE BENEFIT PLANS DISCUSSED ABOVE ARE
PROVIDED IN THE SUMMARY PLAN DESCRIPTION BOOKLET FOR EACH PLAN. IN ALL
EVENTS, THE RIGHTS AND OBLIGATIONS OF THE COMPANY AND ALL COVERED
EMPLOYEES, BENEFICIARIES OR OTHER CLAIMANTS ARE GOVERNED SOLELY BY THE
TERMS OF THE OFFICIAL DOCUMENTS UNDER WHICH EACH PARTICULAR PLAN, POLICY OR
PROGRAM IS OPERATED.
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ASHLAND INC.
ADDENDUM TO RETIREMENT ELIGIBLE SUMMARY OF
EMPLOYEE BENEFITS AND MISCELLANEOUS PROVISIONS
STOCK OPTIONS
Any unvested Ashland Inc. stock options shall immediately vest, and all
vested options may be exercised for the remaining term of the options.
INCENTIVE COMPENSATION
You will be eligible to earn incentive compensation under the Ashland Inc.
Incentive Compensation Plan through your Termination Date. If and when
payments are made, you shall receive payment in cash of any amount due
under Ashland's FY 2002 incentive compensation bonus based on Ashland's
performance through the fiscal year and your current individual performance
rating. If and when payments are made under Ashland's FY 2003 Incentive
Compensation Plan, you shall receive a pro-rata payment in cash under this
plan calculated using your Termination Date, Ashland's performance through
fiscal year 2003 and your current individual performance rating. Provided,
however, that this pro-rata payment shall not be considered when
calculating your SERP benefit hereunder.
PUP/LTIP
If and when payments are made to participants generally, you shall receive
payment in cash of One Hundred Sixty-four Thousand, One Hundred Thirteen
Dollars and Eighteen Cents ($164,113.18) minus applicable withholdings for
employment taxes and deferred compensation elections, as payment under
Ashland's Performance Unit Plan for the 1999-2002 cycle. You will also
receive a pro rata portion of any payment, if and when made, under the Long
Term Incentive Plan for the 2001-2003 cycle and the 2002-2004 cycle.
Payments shall be pro-rated through your Termination Date, and based on
actual Ashland Inc. measures (as specified in the plans and your awards
under the plans) through the entire three or four-year plan cycles
(including adjustments for unusual items).
Deferred Compensation
Upon your Termination Date, you shall receive distribution of your "DCP"
account(s) in accordance with your DCP election(s). Any changes regarding
the distribution of your DCP account(s) must be made by September 30, 2002.
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Financial Planning
You shall be reimbursed for eligible financial planning expenses, including
eligible expenses for services provided by AYCO, incurred through the end
of calendar year 2004.
Executive Physicals
You shall be eligible for an Executive Physical during calendar years 2003
and 2004.
OFFICE EQUIPMENT AND FURNISHINGS
On your Release Date, the Company will transfer the ownership of certain
office furnishings and equipment, as approved in advance by Xxxxxxx X.
Xxxxxx, Vice-President and Corporate Secretary, to you. In lieu of
providing certain software that may be non-transferable due to licensing
agreements, the Company may agree to purchase replacement software
specifically for your use. The fair market value of any furnishings,
equipment and/or related materials provided to you under this paragraph
will be reported as income to you by the Company.
OFFICE SPACE AND Administrative ASSISTANCE
During the first twelve (12) months following your Termination Date, the
Company will pay the costs of office space for your professional use at the
Toebben Building, located at 000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx
Xxxxxxx, Xxxxxxxx, or at some other mutually agreeable location. The
Company will also provide you with reimbursement for your reasonable office
expenses, and administrative assistance during this period. To the extent
mutually agreeable, your current administrative assistant will be permitted
to report to you at your new office location, while remaining a regular
full-time employee of the Company. In the event either you or the Company
wish to discontinue this reporting arrangement at any time during this
twelve (12) month period, the Company agrees that in lieu of providing you
with an administrative assistant, it will provide you with up to $2,500 per
month for the remainder of this period for your use in securing alternative
administrative support services. Any extension of this agreement or
reimbursement for such expenses beyond this initial twelve (12) month
period must be approved by the Company in advance.
Pension Plan, Non-qualified Pension Plan and SERP
If eligible, you shall receive benefits under these plans as if you
remained actively employed up through the earlier of your death or your
Termination Date. For purposes of determining your benefits under the
Pension Plan or, if approved, the Non-qualified Pension Plan, your
compensation history will be determined as of your Termination Date. For
purposes of determining your benefits under the SERP, if approved, your
compensation history will be determined using the 60-month period ending on
September 30, 2002.
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