Amendment No. 1 to Lyondell Chemical Company Retirement Plan for Non-Employee Directors

Contract Categories: Human Resources › Retirement Agreements
Summary

Lyondell Chemical Company has amended its Retirement Plan for Non-Employee Directors. The amendment changes the definition of "Pay" used in the plan, specifying it as one-twelfth of the first $40,000 of the annual retainer paid to a non-employee director before leaving the board or passing away. In the event of a company change in control, the same calculation applies, but if the retainer was reduced in anticipation of the change, the prior higher amount is used. The amendment clarifies that committee or special compensation is not included.

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EX-10.12 (A) 11 dex1012a.txt AMENDMENT NO.1 TO AMENDED AND RESTATED RETIREMENT PLAN Exhibit 10.12(a) INSTRUMENT AMENDING LYONDELL CHEMICAL COMPANY RETIREMENT PLAN FOR NON-EMPLOYEE DIRECTORS LYONDELL CHEMICAL COMPANY hereby amends the Lyondell Chemical Company Retirement Plan for Non-Employee Directors as follows: ARTICLE 1, DEFINITIONS, Section 1.12, Pay, is amended to read as follows: 1.12. Pay for purposes of the Plan means an amount equal to one-twelfth of the first $40,000 of the annual retainer paid to a Non-Employee Director immediately preceding the earlier of termination of Service on the Board or death. In the event of a Change in Control, as determined under Section 5.3, Pay means an amount equal to one-twelfth of the first $40,000 of the annual retainer paid to a Non-Employee Director immediately preceding the Change in Control, but if the annual retainer has been reduced in anticipation of the Change in Control, the amount shall equal one-twelfth of the first $40,000 of the annual retainer paid to a Non-Employee Director immediately prior to its reduction. Pay does not include fees paid for committee chairmanships or any other special director compensation. IN WITNESS WHEREOF, the undersigned, being duly authorized on behalf of the Company, has executed this Instrument on this 24th day of February, 2003. Attest: LYONDELL CHEMICAL COMPANY /s/ JoAnn L. Beck By: /s/ John A. Hollinshead - -------------------- ---------------------------------- Assistant Secretary John A. Hollinshead, Vice President, Human Resources