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Exhibit 10(u)
OGLEBAY NORTON COMPANY
SPECIAL SUPPLEMENTAL RETIREMENT PLAN
OGLEBAY NORTON COMPANY ("Oglebay") hereby adopts this Special
Supplemental Retirement Plan for the benefit of XXXX X. XXXXX ("Xxxxx") as
contemplated by the Employment Agreement entered into between Oglebay and Xxxxx
on December 17, 1997 (the "Employment Agreement"). Capitalized terms used in
this plan (the "Special Plan") and not otherwise defined have the meanings
assigned to them in the Oglebay Norton Company Pension Plan for Salaried
Employees (the "Salaried Plan").
Xxxxx'x compensation under the Employment Agreement includes an annual
bonus but does not include any salary component. This Plan is designed to
provide to Xxxxx aggregate retirement benefits, taking into account (a) benefits
under the Salaried Plan, (b) benefits under the Oglebay Norton Company Excess
and TRA Supplemental Benefit Retirement Plan (the "Excess Plan"), and (c)
benefits under the Special Plan, that are equal to the aggregate retirement
benefits to which Xxxxx would have been entitled under the Salaried Plan and the
Excess Plan if, in addition to receiving any and all bonuses that may be paid to
him by Xxxxxxx, Xxxxx had also received from Oglebay, throughout the term of his
employment with Xxxxxxx, salary payments at the rate of $350,000 per annum.
(Xxxxx does not receive vacation pay under the Employment Agreement and,
accordingly, no benefit that is based on vacation pay is provided for under the
Special Plan.)
1. Eligibility. Xxxxx will be eligible for a monthly special retirement
benefit under the Special Plan if he retires, dies, or otherwise terminates his
employment with Oglebay under conditions that make him, his beneficiary, or his
Contingent Annuitant eligible for a benefit under the Salaried Plan.
2. Amount and Payment. The monthly special retirement benefit payable
to Xxxxx, his beneficiary, or his Contingent Annuitant will be in such amount as
is required, when added to the sum of (a) the monthly benefit payable (before
the reduction applicable to any optional method of payment) to Xxxxx, his
beneficiary, or his Contingent Annuitant under the Salaried Plan plus (b) the
monthly excess retirement benefit payable to Xxxxx, his beneficiary, or his
Contingent Annuitant under the Excess Plan, to produce an aggregate monthly
benefit equal to the aggregate monthly benefit that would have been payable
(before the reduction applicable to any optional method of payment) to Xxxxx,
his beneficiary, or his Contingent Annuitant under the Salaried Plan and the
Excess Plan if, in addition to receiving any and all bonuses that may be paid to
him by Xxxxxxx, Xxxxx had also received from Oglebay, throughout the term of his
employment with Oglebay, salary payments at the rate of $350,000 per annum. All
payments under the Special Plan shall be made by Oglebay from its general
assets. The terms of payment of the special retirement benefit will be identical
to those specified in the Salaried Plan for the type of payment Xxxxx, his
beneficiary, or his Contingent Xxxxxxxxx receives under the Salaried Plan.
3. Optional Methods of Payment. If one of the optional methods of
payment, whether automatic or selected by Xxxxx, is applicable to the benefit
payable to Xxxxx, his beneficiary, or
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his Contingent Annuitant under the Salaried Plan, then payment of any special
retirement benefit under the Special Plan will be made in accordance with such
option, subject, however, to the approval of the Compensation and Organization
Committee of the Board of Directors of Oglebay. The amount of the special
retirement benefit payable to Xxxxx, his beneficiary, or his Contingent
Annuitant shall be reduced to reflect any such optional method of payment. In
making the determination and reductions provided for in this Section 3, Oglebay
may rely upon calculations made by the independent actuaries for the Salaried
Plan, who shall apply the factors then in use for such purpose in connection
with the Salaried Plan.
4. Nonalienation of Retirement Rights or Benefits. None of Xxxxx, his
beneficiary, or his Contingent Annuitant shall encumber or dispose of the right
to receive any payments under the Special Plan. Payments under the Special Plan
and the rights thereto are expressly declared to be nonassignable and
nontransferable. If Xxxxx, his beneficiary, or his Contingent Annuitant (each a
"Payee") attempts to assign, transfer, alienate, or encumber the right to
receive any payment hereunder or permits the same to be subject to alienation,
garnishment, attachment, execution, or levy of any kind, then thereafter during
the life of the Payee, and also during any period during which the Payee is
incapable in the judgment of Xxxxxxx of attending to his or her financial
affairs, any payment that Xxxxxxx is required to make under the Special Plan may
be made, in the sole and absolute discretion of Oglebay, either directly to the
Payee or to any other person for the use or benefit of the Payee or that of his
or her dependents, if any, including any person furnishing goods or services to
or for the use or benefit of the Payee or the use or benefit of his or her
dependents, if any. Each such payment may be made without the intervention of a
guardian, the receipt of the payee shall constitute a complete acquittance to
Oglebay with respect thereto, and Oglebay shall have no responsibility for the
proper application thereof.
5. Xxxxx'x Interest Unfunded. All benefits payable under the Special
Plan are payable solely from Xxxxxxx's general assets. The obligation of Oglebay
under the Special Plan to provide Xxxxx, his beneficiary, or his Contingent
Annuitant a benefit is solely the unfunded, unsecured promise of Oglebay to make
payments as provided herein. No person shall have any interest in, or lien or
prior claim upon, any property of Oglebay with respect to such benefits greater
than that of a general creditor of Oglebay.
6. No Competition. All rights to a special retirement benefit under the
Special Plan will be terminated, or, if payment thereof has begun, all further
payments will be discontinued and forfeited if Xxxxx, at any time after the
commencement of his employment with Oglebay (a) wrongfully discloses any secret
process or trade secret of Oglebay or any of its subsidiaries or related
companies or businesses, or (b) engages, either directly or indirectly, as an
officer, trustee, employee, consultant, partner, or substantial shareholder, on
his own account or in any other capacity, in a business venture that Xxxxxxx's
Board of Directors reasonably determines to be competitive with Oglebay or any
of its subsidiaries or related companies or businesses to a degree materially
contrary to Xxxxxxx's best interest, provided that no such determination shall
be made by Xxxxxxx's Board of Directors after the tenth anniversary of the date
on which Xxxxx'x employment with Xxxxxxx is terminated (whether by retirement,
death, or otherwise).
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7. Amendment. The Special Plan may be amended from time to time by
action of the Compensation and Organization Committee of the Oglebay's Board of
Directors, except that no amendment that would reduce or otherwise impair the
benefit of the Special Plan to Xxxxx may be made without his consent.
8. Governing Law. The provisions of the Special Plan shall be governed
by and construed in accordance with the laws of the State of Ohio.
Executed as of the 17th day of December, 1997.
OGLEBAY NORTON COMPANY
/s/ Xxxxxxx X. Xxxxxxx
By____________________________________
Xxxxxxx X. Xxxxxxx
Vice President - Finance & Planning
/s/ Xxxx X. Xxxxxx, Xx.
By____________________________________
Xxxx X. Xxxxxx, Xx.
Assistant Vice President - Human Resources
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