Exhibit 10(iii)
AMENDMENT
TO THE
SUPPLEMENTAL RETIREMENT PLAN
OF WITCO CORPORATION
WHEREAS, Witco Corporation (the "Company") is considering
entering into the Agreement and Plan of Reorganization by and among Crompton &
Xxxxxxx Corporation, Park Merger Co. and the Company (the "Merger Agreement");
and
WHEREAS, the Company has determined that the transactions
contemplated by the Merger Agreement should be considered a "Change in Control"
of the Company for purposes of the Supplemental Retirement Plan of Witco
Corporation (the "Plan") and desires to make certain additional amendments to
the Plan.
NOW THEREFORE, the Company hereby amends the Plan as follows:
1. The definition of "Change in Control" contained in Section
1.7 of the Plan is hereby amended by adding the following to the end thereof:
Notwithstanding anything to the contrary contained herein, a
merger, consolidation, reorganization or other business
combination involving the Company and Crompton & Xxxxxxx
Corporation ("C&K") or any affiliate of C&K shall be
considered a "Change in Control" for all purposes of the Plan.
2. Section 1.13 of the Plan is hereby amended by (i) deleting
"or" immediately before subclause (c) thereof and (ii) deleting "." from the end
of subclause (c) thereof and substituting the following therefor:
; or (d) any voluntary termination of employment by the
Officer during the one year period commencing upon the Change
in Control.
3. Section 4.1(a) of the Plan is hereby amended by adding the
following after the words "In the event of" and before the words "the
termination" at the beginning of such Section 4.1(a):
the termination of a Participant's employment within one year after a
Change-in-Control by such Participant for any reason in his absolute
discretion (and whether or not Good Cause exists) or in the event of
Exhibit 10(iii)(continued)
4. Section 4.1(a)(2)(ii) of the Plan is hereby amended
and restated as follows:
(ii) Form of Benefit. The normal form of payment of
benefits payable under this Section 4.1(a) shall be a monthly
pension payable to the Participant for life with no further
payments due after the Participant's death; provided, however,
that a Participant may elect any time to receive the Actuarial
Equivalent of this benefit in one lump sum. If the Participant
elects a lump sum, such payment shall be made no later than
ten days following the Termination Date. The factors and
assumptions used to calculate the value of that benefit shall
be those used under Section 4.17 of the Retirement Plan to
calculate the lump sum value of small pensions as of the date
immediately prior to the Change in Control.
5. Article VI of the Plan is hereby amended by adding
the following to the end thereof:
Notwithstanding anything herein to the contrary, after a
Change in Control, no amendment may be made to Article IV that
decreases the protections or benefits provided thereunder.
IN WITNESS WHEREOF, the Company has caused this Amendment to
be executed as of the date set forth below.
WITCO CORPORATION,
/s/ X. Xxxx Xxxx
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Name: X. Xxxx Xxxx
Title: Chairman, President and
CEO
Date: May 31, 1999
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