Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 - VALVOLINE INC | exhibit32-certificationofs.htm |
| EX-31.2 - EXHIBIT 31.2 - VALVOLINE INC | exhibit312-certificationof.htm |
| EX-31.1 - EXHIBIT 31.1 - VALVOLINE INC | exhibit311-certificationof.htm |
| EX-24 - EXHIBIT 24 - VALVOLINE INC | exhibit24-powerofattorney9.htm |
| EX-23.1 - EXHIBIT 23.1 - VALVOLINE INC | exhibit231-consentofernsty.htm |
| EX-21 - EXHIBIT 21 - VALVOLINE INC | exhibit21-listofsubsidiari.htm |
| EX-12.1 - EXHIBIT 12.1 - VALVOLINE INC | exhibit121-ratiosofearnings.htm |
| EX-10.17 - EXHIBIT 10.17 - VALVOLINE INC | exhibit1017-amendmenttoser.htm |
| EX-10.15 - EXHIBIT 10.15 - VALVOLINE INC | exhibit1015-valvolinesuppl.htm |
| EX-10.12 - EXHIBIT 10.12 - VALVOLINE INC | exhibit1012-valvolinenonqu.htm |
| EX-10.7 - EXHIBIT 10.7 - VALVOLINE INC | exhibit107-restrictedstock.htm |
| EX-3.1 - EXHIBIT 3.1 - VALVOLINE INC | exhibit31-amendedandrestat.htm |
| 10-K - 10-K - VALVOLINE INC | valvoline10-k9302017.htm |
Exhibit 10.16
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, mean 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: | /s/ Susan B. Esler | |
Secretary | |||
Title: | Chief Human Resources and | ||
Communications Officer | |||