(Retirement Agreement with Xxxxxxx X. Xxxx)
ASHLAND INC. 00 X. XXXXXXXXXXX XXXX. P.O. BOX 391 COVINGTON, KY 41012-0391
XXXXXX X. XXXXX
Administrative Vice President
Human Resources
(000) 000-0000
(000) 000-0000 (FAX)
November 22, 1999
Xx. Xxxxxxx X. Xxxx
Midaro Investments, Inc.
0000 Xxxxxxxxx Xxxx.
Suite 110
Memphis, TN 38120
Dear Xxxx:
The purpose of this letter is to confirm our discussions earlier this month
in Covington, regarding your retirement from the Board and the operation of
our various compensation and benefit programs. The Board approved our
proposals and recommendations at its meeting on November 4, 1999.
I. Your participation in the Directors' Charitable Award Program was
approved. Thus, as contemplated under the program, Ashland will
donate $1,000,000 upon your death to your designated
beneficiaries.
II. Under the shareholder-approved plan governing the restricted stock
grants you've previously received, your retirement will result in
the forfeiture of the shares. Ashland will pay to you the market
value of those shares on the date of your retirement from the
Board.
III. With respect to the stock options you've previously been granted,
you will have one year from the date of your retirement to
exercise the options. To the extent you have not exercised,
Ashland will pay to you the Black-Scholes value of the unexercised
option shares. The Black-Scholes value will be determined on the
first anniversary of your date of retirement.
IV. Your account balance under the Directors' Deferred Compensation
Plan will be paid to you in accordance with your previously filed
elections.
V. As you may recall, the Directors' Retirement and Death Benefit
Plans were terminated and benefits were converted to shares of
Ashland Common Stock under the Deferred Retirement Benefit
Account. The shares allocated to this account will be paid to you
in accordance with your previously filed elections.
A detail of your current elections and account balances under the
above-mentioned plans is enclosed with this letter. Should you have any
questions, please don't hesitate to contact me or Xxxxx Xxxxx, Manager of
Executive Compensation, at 606/815-3543.
Sincerely,
/s/ Phil
Xxxxxx X. Xxxxx
Enclosure
