-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Liv4YjgBoR3p1Valq34PcKdux4BUMRC7HPesVotUdaXHB6KdbYU4Oxl0g2+b3N2W frlnCDMrAkoFnbl0zuv1Gw== 0000950152-05-001439.txt : 20050223 0000950152-05-001439.hdr.sgml : 20050223 20050223141750 ACCESSION NUMBER: 0000950152-05-001439 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050221 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050223 DATE AS OF CHANGE: 20050223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LUBRIZOL CORP CENTRAL INDEX KEY: 0000060751 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 340367600 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-05263 FILM NUMBER: 05633850 BUSINESS ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 BUSINESS PHONE: 2169434200 MAIL ADDRESS: STREET 1: 29400 LAKELAND BLVD CITY: WICKLIFFE STATE: OH ZIP: 44092 8-K/A 1 l12295ae8vkza.htm THE LUBRIZOL CORPORATION 8-K/A The Lubrizol Corporation 8-K/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 21, 2005

THE LUBRIZOL CORPORATION

(Exact name of registrant as specified in its charter)
         
Ohio   1-5263   34-0367600
         
 
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
29400 Lakeland Boulevard, Wickliffe, Ohio   44092-2298
     
     
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (440) 943-4200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

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Item 1.01. Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits
SIGNATURES
Exhibit 10.1 The Lubrizol Company Annual Incentive Pay Award

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Item 1.01. Entry into a Material Definitive Agreement

The Lubrizol Corporation Annual Incentive Plan was filed as Exhibit (10)(bb) to The Lubrizol Corporation Form 8-K dated December 13, 2004, and included the form of Annual Incentive Award Letter. We are amending the original filing to include the approved 2005 performance measures for awards under The Lubrizol Corporation Annual Incentive Plan with respect to EBITDA, Divestitures, Capital Management and Organizational Performance. Participants in the Annual Incentive Plan are officers of The Lubrizol Corporation and other key employees as approved by the Organization and Compensation Committee.

The form of Annual Incentive Pay Award Letter with the approved performance measures is attached hereto as Exhibit 10.1.

 

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Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibit is furnished herewith:
 
  10.1   The Lubrizol Corporation Annual Incentive Pay Award Letter

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

         
    THE LUBRIZOL CORPORATION
 
        
Date February 23, 2005
        
  By:   /s/ Leslie M. Reynolds
     
    Name: Leslie M. Reynolds
    Title: Corporate Secretary and Counsel

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EX-10.1 2 l12295aexv10w1.txt EXHIBIT 10.1 THE LUBRIZOL COMPANY ANNUAL INCENTIVE PAY AWARD Exhibit 10.1 The Lubrizol Corporation Annual Incentive Pay Award Letter Dear _______________, For our 2005 plan we have set the following targets: - - The size of the pool used to fund performance pay will be tied to the attainment of our 2005 plan and can vary significantly based on overall performance. - - To reach a "targeted pay-out" we must meet the plan for the following metrics with the following weighting factors:
Metric Target Weighting ------ ------ --------- EBITDA 60% Divestitures 20% Capital Management 10% Organizational Performance 10%
- - Meeting all plan objectives will result in the "targeted pay-out". - - Exceeding objectives can increase the "targeted pay-out". Missing those objectives can also significantly decrease it. - - Your individual "targeted pay-out" is a function of your level of responsibility within the corporation and your individual performance. - - The plan has a "circuit breaker" provision. If the company is below its EBITDA target but at or above _____________ in 2005, there will be a reduced pay out. Below _____________, there will be no annual incentive pay awards for anyone regardless of plan performance in other areas. - - The Organization & Compensation Committee of the Board of Directors reserves the right during the year, and when determining pay-out, to alter any of the provisions up or down. Our plan does not provide for guaranteed payments. What does this mean to you for 2005? Depending on the degree to which targeted performance is achieved, and provided your personal performance remains at a high level, your annual incentive pay would be in the range shown below:
EBITDA Barely Exceeds Circuit Meets EBITDA Targets and Exceeds EBITDA Targets by Breaker and Less Than Plan in Meets Plan in All Other ____% and Exceeds Plan in All All Areas Areas Other Areas --------- ----- ----------- $______ to $________ $______ To $______ $_______ To $________
If we do not achieve ____________, your performance pay will be ZERO. As a leader, we trust that you'll treat the above information as EXTREMELY CONFIDENTIAL. Regards, James L. Hambrick President and CEO 5 -----END PRIVACY-ENHANCED MESSAGE-----