Retirement Plan

Amendment to the Ashland Inc. Supplemental Early Retirement Plan



Exhibit 10.10


AMENDMENT TO THE
ASHLAND INC. SUPPLEMENTAL EARLY RETIREMENT PLAN
FOR CERTAIN EMPLOYEES
 
 
 
 
 

WHEREAS, Ashland Inc. (the "Company") maintains the Ashland Inc. Supplemental
Early Retirement Plan For Certain Employees (the "Plan") for the benefit of employees eligible to participate therein; and

WHEREAS, pursuant to Section 7.03 of the Plan, the Company, as sponsor of the Plan, has retained the authority to amend the Plan so long as the amendment does not adversely affect Participants rights; and

WHEREAS, the Company deems it advisable to change the definition of “Final Average Bonus” to align with the highest paid period and the final pay period applicable to “Final Average Compensation”; and

NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended effective January 1, 2015 as follows:

I.    Section 2.11. of the Plan shall be replaced with the following provision:
2.11 A.
“Final Average Bonus,” for employees who were Participants prior to January 1, 2011, means the Participant’s average bonus paid under the Incentive Compensation Plan (including amounts that may have been deferred) during the highest thirty-six (36) months out of the final eighty-four-month (84) period. The calculation of the eighty-four month period shall be measured back from the Participant’s Termination of Employment that is nearest to or which is coincident with the Participant’s Effective Retirement Date. If the Participant becomes classified below a Level V Employee before the Termination of Employment identified in the preceding sentence, then the date of such change in classification is substituted for the said Termination Date. For these purposes, the “bonus paid” for a particular month within a particular fiscal year under such plan shall be equal to the amount of such bonus actually paid (regardless of the date paid, but excluding any adjustment for the deferral of such payment) to such Participant on account of such fiscal year divided by the number of months contained in such fiscal year which were used in determining the amount of such bonus actually paid to such Participant. The bonus paid that is used to compute the average described in this Section 2.11 shall only be a bonus that is paid to the Participant when such Participant is considered a Level III, IV or V Participant.
B.
“Final Average Bonus,” for employees who became Participants on or after January 1, 2011,means the Participant’s average bonus paid under the Incentive Compensation Plan (including amounts that may have been deferred) during the highest paid month period (whether or not


















consecutive) as determined by the following chart out of the final month period (whether or not consecutive) as determined by the following chart:
Termination of Employment:
Highest Paid Month Period:
Final Month Period:
January 2011
36 months
84 months
February 2011
37 months
85 months
March 2011
38 months
86 months
April 2011
39 months
87 months
May 2011
40 months
88 months
June 2011
41 months
89 months
July 2011
42 months
90 months
August 2011
43 months
91 months
September 2011
44 months
92 months
October 2011
45 months
93 months
November 2011
46 months
94 months
December 2011
47 months
95 months
January 2012 to December 2015
48 months
96 months
January 2016
48 months
107 months
February 2016
49 months
108 months
March 2016
50 months
109 months
April 2016
51 months
110 months
May 2016
52 months
112 months
June 2016
53 months
113 months
July 2016
54 months
114 months
August 2016
55 months
115 months
September 2016
56 months
116 months
October 2016
57 months
117 months
November 2016
58 months
118 months
December 2016
59 months
119 months
January 2017 and after
60 months
120 months

The calculation of the final month period shall be measured back from the Participant’s Termination of Employment that is nearest to or which is coincident with the Participant’s Effective Retirement Date. If the Participant becomes classified below a Level V Employee before the Termination of Employment identified in the preceding sentence, then the date of such change in classification is substituted for the said Termination Date. For these purposes, the “bonus paid” for a particular month within a particular fiscal year under such plan shall be equal to the amount of such bonus actually paid (regardless of the date paid, but excluding any adjustment for the deferral of such payment) to such Participant on account of such fiscal year divided by the number of months contained in such fiscal year which were used in determining the amount of such bonus actually paid to such Participant. The bonus paid that is used to compute the average described in this Section 2.11 shall only be a bonus that is paid to the Participant when such Participant is considered a Level III, IV or V Participant.
II.    Section 2.12 of the Plan shall be replaced with the following provision:
2.12 A. “Final Average Compensation,” for employees who were Participants prior to January 1, 2011, means the Participant’s total average compensation during the highest thirty-six





(36) months out of the final eighty-four-month (84) period. The calculation of the final period shall be measured back from the Participant’s Termination of Employment that is nearest to or which is coincident with the Participant’s Effective Retirement Date. If the Participant becomes classified below a Level II Employee before the Termination of Employment identified in the preceding sentence, then the date of such change in classification is substituted for the said Termination Date. For these purposes, “total compensation paid” is the sum of the “compensation paid” and the “bonus paid” during a particular month. “Compensation paid” shall be the base rate of compensation for such Participant in effect on the first day of such calendar month. “Bonus paid” shall have the same meaning as set forth in Section 2.11. In the event a payment is due under the Plan after a Change in Control because the Participant was terminated other than for “Cause” or resigned for “Good Reason,” the calculation of Final Average Compensation shall include the amount paid under such Participant’s Change in Control Agreement. The amount so paid shall be divided by 36 to derive the monthly “total compensation paid” it represents. The total compensation paid that is used compute the average described in this Section 2.12 shall only be total compensation that is paid to the Participant when such Participant is considered a Level I or II Participant.
B.
“Final Average Compensation,” for employees who became Participants on or after January 1, 2011, means the Participant’s average bonus paid under the Incentive Compensation Plan (including amounts that may have been deferred) during the highest paid month period (whether or not consecutive) as determined by the following chart out of the final month period (whether or not consecutive) as determined by the following chart:
Termination of Employment:
Highest Paid Month Period:
Final Month Period:
January 2011
36 months
84 months
February 2011
37 months
85 months
March 2011
38 months
86 months
April 2011
39 months
87 months
May 2011
40 months
88 months
June 2011
41 months
89 months
July 2011
42 months
90 months
August 2011
43 months
91 months
September 2011
44 months
92 months
October 2011
45 months
93 months
November 2011
46 months
94 months
December 2011
47 months
95 months
January 2012 to December 2015
48 months
96 months
January 2016
48 months
107 months
February 2016
49 months
108 months
March 2016
50 months
109 months
April 2016
51 months
110 months
May 2016
52 months
112 months
June 2016
53 months
113 months
July 2016
54 months
114 months
August 2016
55 months
115 months
September 2016
56 months
116 months
October 2016
57 months
117 months
November 2016
58 months
118 months
December 2016
59 months
119 months
January 2017 and after
60 months
120 months






The calculation of the final period shall be measured back from the Participant’s Termination of Employment that is nearest to or which is coincident with the Participant’s Effective Retirement Date. If the Participant becomes classified below a Level II Employee before the Termination of Employment identified in the preceding sentence, then the date of such change in classification is substituted for the said Termination Date. In the event a payment is due under the Plan after a Change in Control because the Participant was terminated other than for “Cause” or resigned for “Good Reason,” the calculation of Final Average Compensation shall include the amount paid under such Participant’s Change in Control Agreement. The amount so paid shall be divided by 36 to derive the monthly “total compensation paid” it represents. The total compensation paid that is used compute the average described in this Section 2.12 shall only be total compensation that is paid to the Participant when such Participant is considered a Level I or II Participant.
III.    In all other respects, the Plan shall remain unchanged.


(signature page immediately follows)













































IN WITNESS WHEREOF, the Company has caused this amendment to the Plan to be executed this 16th day of July, 2015.


ATTEST:                        ASHLAND INC.

/s/ Peter J. Ganz
 
By:
                Secretary
 
 
 
 
 
Title:
Chief Human Resources and
 
 
 
Communications Officer