-----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, GB8MSuW61QGXgYKooh8AT8NbKBoBmGQ13c9KHfXX7R4d4OGNgBnZwtUOvn7f+K62 WuzSUDVOvJKOrzysAnkc4w== 0001193125-03-003323.txt : 20030505 0001193125-03-003323.hdr.sgml : 20030505 20030505092227 ACCESSION NUMBER: 0001193125-03-003323 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030505 EFFECTIVENESS DATE: 20030505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LYONDELL CHEMICAL CO CENTRAL INDEX KEY: 0000842635 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 954160558 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105004 FILM NUMBER: 03681049 BUSINESS ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: STE 700 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7136527200 MAIL ADDRESS: STREET 1: 1221 MCKINNEY ST STREET 2: SUITE 700 CITY: HOUSTON STATE: TX ZIP: 77010 FORMER COMPANY: FORMER CONFORMED NAME: LYONDELL PETROCHEMICAL CO DATE OF NAME CHANGE: 19920703 S-8 1 ds8.txt FORM S-8 As filed with the Securities and Exchange Commission on May 5, 2003 Registration No. 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 LYONDELL CHEMICAL COMPANY (Exact Name of Registrant as Specified in Its Charter) 1221 McKinney Street, Suite 700 Delaware Houston, Texas 77010 95-4160558 (State or Other Jurisdiction of (Address of Principal (I.R.S. Employer Incorporation or Organization) Executive Offices and Zip Code) Identification No.)
LYONDELL CHEMICAL COMPANY RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS (Full Title of the Plan) KERRY A. GALVIN Senior Vice President, General Counsel and Secretary Lyondell Chemical Company 1221 McKinney Street, Suite 700 Houston, Texas 77010 (Name and Address of Agent for Service) (713) 652-7200 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount Title of securities to be registered Amount to be offering price aggregate offering of Registration registered per share (2) price (2) Fee (2) - -------------------------------------------------------------------------------------------------------------------- Common Stock, par value $1.00 per share (1) 100,000 $14.55 $1,455,000 $118 - --------------------------------------------------------------------------------------------------------------------
(1) Includes the associated rights to purchase Common Stock, which initially are attached to and trade with the shares of Common Stock registered hereby. (2) Estimated pursuant to Rule 457(c) and (h) solely for the purpose of computing the registration fee and based upon the average of the high and low sales price of the Common Stock of the Registrant reported on the New York Stock Exchange on May 1, 2003. EXPLANATORY NOTE This Registration Statement is being filed with the Securities and Exchange Commission (the "SEC") to register additional shares of Common Stock under the Lyondell Chemical Company Restricted Stock Plan for Non-Employee Directors (the "Plan"). The Registration Statement that registered the initial shares of Common Stock under the Plan was filed with the SEC on June 6, 1996 (No. 333-05399). PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: The document(s) containing the information required by Item 1 of Form S-8 and the statement of availability of information about us and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the SEC either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. We shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, we will furnish to the SEC or its staff a copy or copies of all of the documents included in such file. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. We file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read and copy any materials we file with the SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can obtain information about the operation of the SEC's public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov, and our electronic SEC filings are also available from our web site at www.lyondell.com. Information contained on our web site or any other web site is not incorporated into this Registration Statement and does not constitute a part of this Registration Statement. You can also obtain information about us at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005. The SEC allows us to incorporate by reference the information we file with it, which means we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important part of this Registration Statement, and later information we file with the SEC will automatically update and supersede that information. We incorporate by reference the documents listed below, and any future filings we make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all the offered securities. The documents we incorporate by reference are: o our annual report on Form 10-K for the year ended December 31, 2002; o our current reports on Form 8-K filed on January 17, 2003, March 14, 2003 and April 1, 2003; and o the description of our Common Stock (including the related rights to purchase Common Stock) contained in our current report on Form 8-K filed October 22, 2002, as such may be amended from time to time. Item 4. Description of Securities. Not Applicable. II-1 Item 5. Interest of Named Experts and Counsel. The legality of the Common Stock is opined on by Kerry A. Galvin, our Senior Vice President, General Counsel and Secretary. As of March 31, 2003, Ms. Galvin owned 17,024 shares of Common Stock, either directly or through employee benefit plans, and held options to acquire 362,542 shares of Common Stock. Item 6. Indemnification of Directors and Officers. Delaware General Corporation Law Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any of the following: o any breach of the director's duty of loyalty to the corporation or its stockholders, o acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, o payments of unlawful dividends or unlawful stock repurchases or redemptions, or o any transaction from which the director derived an improper personal benefit. Any repeal or modification of such provisions shall not adversely affect any right or protection of a director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. Our Amended and Restated Certificate of Incorporation provides that no director shall be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by Delaware law. Under Section 145 of the Delaware General Corporation Law, a corporation may indemnify any individual made a party or threatened to be made a party to any type of proceeding, other than an action by or in the right of the corporation, because he or she is or was an officer, director, employee or agent of the corporation or was serving at the request of the corporation as an officer, director, employee or agent of another corporation or entity against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such proceeding: (1) if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; or (2) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful. A corporation may indemnify any individual made a party or threatened to be made a party to any threatened, pending or completed action or suit brought by or in the right of the corporation because he or she was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other entity, against expenses actually and reasonably incurred in connection with such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that such indemnification will be denied if the individual is found liable to the corporation unless, in such a case, the court determines the person is nonetheless entitled to indemnification for such expenses. A corporation must indemnify a present or former director or officer who successfully defends himself or herself in a proceeding to which he or she was a party because he or she was a director or officer of the corporation against expenses actually and reasonably incurred by him or her. Expenses incurred by an officer or director, or any employees or agents as deemed appropriate by the board of directors, in defending civil or criminal proceedings may be paid by the corporation in advance of the final disposition of such proceedings upon receipt of an undertaking by or on behalf of such director, officer, employee or agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation. The Delaware law regarding indemnification and expense advancement is not exclusive of any other rights which may be granted by our certificate of incorporation or bylaws, a vote of stockholders or disinterested directors, agreement or otherwise. Bylaws Our Amended and Restated Bylaws ("Bylaws") contain indemnification rights for our directors and our officers. Specifically, the Bylaws provide that we shall indemnify our officers and directors with respect to all matters to which Section 145 of the Delaware General Corporation Law may in any way relate, to the fullest extent permitted or allowed by the laws of the State of Delaware. Further, we may maintain insurance to protect us and II-2 any of our directors and officers or directors or officers of another corporation, partnership, joint venture, trust or other enterprise against expense, liability or loss. We may also enter into indemnity agreements with persons who are members of our Board of Directors, our elected officers and with other persons as the Board of Directors may designate. Indemnity Agreements We have entered or will enter into indemnity agreements ("Indemnity Agreements") with each of our present and future directors and officers (individually, the "Indemnitee" and collectively, the "Indemnitees"). Each provides for the indemnification of and the advancing of expenses to the Indemnitee to the fullest extent permitted by Delaware law. More specifically, each Indemnity Agreement provides (i) that an Indemnitee is automatically entitled to indemnification for expenses to the extent an Indemnitee (including the Indemnitee's estate, heirs, executors, and administrators) is successful in defending any indemnifiable claim whether on the merits or otherwise, (ii) that an Indemnitee is entitled to the advancement of expenses during the pendency of a proceeding, (iii) that we have the burden of proving that an Indemnitee is not entitled to indemnification and negates certain presumptions that may otherwise be drawn against an Indemnitee, (iv) a mechanism through which an Indemnitee may seek court relief in the event the Reviewing Party (as defined in the Indemnity Agreements) determines that the Indemnitee would not be entitled to be indemnified, (v) that an Indemnitee is entitled to indemnification against all expenses (including attorneys' fees) incurred in seeking to collect an indemnity claim or advancement of expenses from us and (vi) that after there has been a Change of Control (as defined in the Indemnity Agreements), all of our determinations regarding a right to indemnity, and the right to advancement of expenses, shall be made by independent legal counsel. In the event of a Potential Change in Control (as defined in the Indemnity Agreements), the Indemnity Agreements require us, upon written request of the Indemnitee, to create a trust to indemnify the Indemnitee and to fund such trust in an amount sufficient to cover expenses reasonably anticipated. Upon a Change of Control, the trust would become irrevocable and the funds committed to such trust would not be available to us for use as working capital. All unexpended funds in the trust will revert to us upon a final court determination that an Indemnitee has been fully indemnified under the terms of the Indemnity Agreement. Indemnitees' rights under the Indemnity Agreements are not exclusive of any other rights they may have under Delaware Law, directors' and officers' liability insurance, our Bylaws or otherwise. However, the Indemnity Agreements do prevent double payment. If, in the future, because of changes in Delaware Law or otherwise, we determine that the Indemnity Agreements do not provide indemnification to the fullest extent of the Delaware law, we intend to amend such agreements, or enter into new agreements with directors and officers, to provide, in our judgment, for full indemnification. We believe that the Bylaws and the Indemnity Agreements are largely confirmatory of Delaware law. However, the provisions of the Bylaws and the Indemnity Agreements apply to proceedings arising from acts or omissions occurring before or after their respective adoption or execution. In addition, the contract right explicitly created in the Indemnity Agreements gives the Indemnitee protection against a subsequent, adverse change in the indemnification provisions of our Bylaws, such as might occur in the event of a Change of Control (as defined in the Indemnity Agreements). Upon a Change of Control, the establishment of a trust fund pursuant to the Indemnity Agreements might facilitate indemnification payments, but would not broaden the rights to indemnity thereunder. Furthermore, under the Delaware Law, the advance of litigation expenses is discretionary; under the Indemnity Agreements, such advance is mandatory absent a special determination to the contrary. Litigation expenses incurred by an Indemnitee in a proceeding to seek recovery of amounts due under the Indemnity Agreement are recoverable under the Indemnity Agreement if the Indemnitee is successful in whole or in part. In the absence of the Indemnity Agreement, such expenses might not have been recoverable. Unlike Delaware law, which authorizes the payment of expenses (including legal fees) in a stockholders' derivative suit, but not of any other amounts, such as fees or settlements, the Indemnity Agreements do not distinguish between indemnification for claims brought by or in the right of Lyondell Chemical Company and indemnification for claims brought by third parties. Accordingly, we would be permitted under an Indemnity Agreement to indemnify an Indemnitee within the limits established by law and public policy. II-3 The above discussion of the Delaware General Corporation Law, our Bylaws and Indemnity Agreements is intended to be only a summary and is qualified in its entirety by the full text of each of the foregoing. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits The following documents are filed as a part of this registration statement or incorporated by reference herein: Exhibit No. Description - ------- ----------- 4.1* -- Amended and Restated Certificate of Incorporation of Lyondell Chemical Company (incorporated herein by this reference to Exhibit 4.1 to our Current Report on Form 8-K filed October 22, 2002) 4.2* -- Amended and Restated Bylaws of Lyondell Chemical Company (incorporated herein by this reference to Exhibit 3.2 of our Annual Report on Form 10-K for the year ended December 31, 2001) 4.3* -- Rights Agreement dated December 8, 1995 (incorporated herein by this reference to Exhibit 1 of our Current Report on Form 8-K filed December 12, 1995) 4.4* -- Amendment to Rights Agreement dated August 22, 2002 (incorporated herein by this reference to Exhibit 4.4 of our Current Report on Form 8-K filed September 6, 2002) 4.5* -- Amendment to Rights Agreement dated January 1, 2003 (incorporated herein by this reference to Exhibit 4.6(b) of our Annual Report on Form 10-K for the year ended December 31, 2002) 4.6 -- Lyondell Chemical Company Restricted Stock Plan for Non-Employee Directors (as amended and restated effective January 1, 2003) (filed herewith) 5 -- Opinion of Kerry A. Galvin, Senior Vice President, General Counsel and Secretary of the Company (filed herewith) 23.1 -- Consent of Kerry A. Galvin (included in Exhibit 5) 23.2 -- Consent of PricewaterhouseCoopers LLP (filed herewith) 24 -- Powers of Attorney (filed herewith) - -------------------- * Incorporated herein by reference as indicated. II-4 Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-5 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, state of Texas, on this 5th day of May, 2003. LYONDELL CHEMICAL COMPANY By: /s/ Kerry A. Galvin -------------------------------------- Name: Kerry A. Galvin Title: Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated. * Chairman of the Board May 5, 2003 - --------------------------------------------------- Dr. William T. Butler * President, Chief Executive May 5, 2003 - --------------------------------------------------- Officer and Director Dan F. Smith (Principal Executive Officer) * Director May 5, 2003 - --------------------------------------------------- Carol A. Anderson * Director May 5, 2003 - --------------------------------------------------- Travis Engen * Director May 5, 2003 - --------------------------------------------------- Stephen F. Hinchliffe, Jr. * Director May 5, 2003 - --------------------------------------------------- David J. Lesar * Director May 5, 2003 - --------------------------------------------------- Dudley C. Mecum * Director May 5, 2003 - --------------------------------------------------- Dr. William R. Spivey * Director May 5, 2003 - --------------------------------------------------- Dr. Ray R. Irani * Director May 5, 2003 - --------------------------------------------------- Stephen I. Chazen * Senior Vice President and Chief May 5, 2003 - --------------------------------------------------- Financial Officer T. Kevin DeNicola (Principal Financial Officer) * Vice President and Controller May 5, 2003 - --------------------------------------------------- Charles L. Hall (Principal Accounting Officer) *By: /s/ Kerry A. Galvin ----------------------------------------------- Kerry A. Galvin, as Attorney in fact
II-6 EXHIBIT INDEX Exhibit No. Description - ------- ----------- 4.1* -- Amended and Restated Certificate of Incorporation of Lyondell Chemical Company (incorporated herein by this reference to Exhibit 4.1 to our Current Report on Form 8-K filed October 22, 2002) 4.2* -- Amended and Restated Bylaws of Lyondell Chemical Company (incorporated herein by this reference to Exhibit 3.2 of our Annual Report on Form 10-K for the year ended December 31, 2001) 4.3* -- Rights Agreement dated December 8, 1995 (incorporated herein by this reference to Exhibit 1 of our Current Report on Form 8-K filed December 12, 1995) 4.4* -- Amendment to Rights Agreement dated August 22, 2002 (incorporated herein by this reference to Exhibit 4.4 of our Current Report on Form 8-K filed September 6, 2002) 4.5* -- Amendment to Rights Agreement dated January 1, 2003 (incorporate herein by this reference to Exhibit 4.6(b) of our Annual Report on Form 10-K for the year ended December 31, 2002) 4.6 -- Lyondell Chemical Company Restricted Stock Plan for Non-Employee Directors (as amended and restated effective January 1, 2003) (filed herewith) 5 -- Opinion of Kerry A. Galvin, Senior Vice President, General Counsel and Secretary of the Company (filed herewith) 23.1 -- Consent of Kerry A. Galvin (included in Exhibit 5) 23.2 -- Consent of PricewaterhouseCoopers LLP (filed herewith) 24 -- Powers of Attorney (filed herewith) - -------------------- * Incorporated herein by reference as indicated. EX-4.6 3 dex46.txt RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS Exhibit 4.6 LYONDELL CHEMICAL COMPANY RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 1. Purpose. The Restricted Stock Plan for Non-Employee Directors of Lyondell Chemical Company (the "Plan") is intended to provide non-employee directors of Lyondell Chemical Company (the "Company") with an increased proprietary interest in the Company's success and progress by granting them shares of the Company's Common Stock ("Common Stock") that are restricted according to the terms and conditions set forth below ("Restricted Shares"). The Plan is intended to increase the alignment of non-employee directors with the Company's shareholders in terms of both risk and reward. 2. Administration. The Plan is administered by a committee (the "Committee") of independent members of the Company's Board of Directors (the "Board") designated by the Board. The Committee shall have all necessary authority and discretion to interpret any Plan provision or to determine any question regarding Restricted Shares grants under this Plan. The Committee's determination or interpretations shall be final, conclusive and binding on all persons. 3. Eligibility. All current or subsequently elected members of the Company's Board of Directors who are not current employees of the Company or any of its subsidiaries ("Eligible Directors") shall be eligible to participate in the Plan. 4. Grants. (a) Awards. Eligible Directors shall receive an annual incentive award divided equally into a Restricted Shares award and an associated Deferred Cash Payment (as defined in Section 6). The Committee shall determine the amount of the award annually in its discretion, and may vary among Eligible Directors. The date on when Committee determines the annual incentive award amount is the "Grant Date." (b) Terms. Restricted Share awards to Eligible Directors shall be on the terms and conditions the Committee determines from time to time and with the restrictions set forth in Section 5. Deferred Cash Payments shall be subject to Section 6. (c) Number of Restricted Shares. The number of Restricted Shares granted shall be determined by dividing the dollar amount of the portion of the award allocable to Restricted Shares by the closing price of a share of Common Stock on the last trading day of the calendar year before the calendar year when the Grant Date occurs. (d) New Directors. A person who becomes an Eligible Director after the Grant Date for a calendar year shall receive a prorated annual Restricted Share award, based on the number of remaining months in the calendar year after the first day of the month when the person became an Eligible Director. The number of Restricted Shares awarded shall be determined by dividing the prorated amount allocable to the partial year by the closing price of a share of Common Stock on the first trading day of the month after the month when the person became an Eligible Director. 5. Terms and Conditions of Restricted Shares. (a) General. Each Restricted Share award shall be subject to the restrictions under subsection (b) for the Restricted Period. Restricted Shares awarded under the Plan prior to January 1, 2003 shall have the terms and restrictions set forth in the Plan on the date those Restricted Shares were awarded and in the applicable granting agreement. (b) Restrictions. The Restricted Shares shall be subject to a substantial risk of forfeiture until the Restricted Period expires. An Eligible Director shall have all ownership rights and privileges of a shareholder for the Restricted Shares, including the right to receive dividends and the right to vote such Restricted Shares, but the following restrictions shall apply: (i) an Eligible Director shall not be entitled to delivery of the certificate until the Restricted Period expires, (ii) none of the Restricted Shares may be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of during the Restricted Period, and (iii) all Restricted Shares grants shall be forfeited and all rights of an Eligible Director to Restricted Shares shall terminate without further obligation on the Company's part if the Eligible Director terminates service prior to the date the Restricted Period lapses. (c) Restricted Period. The Restricted Period for any award of Restricted Shares shall begin on the Grant Date and shall lapse on the tenth anniversary of the Grant Date or, if earlier, the date specified in subsection (d). During the Restricted Period, the Restricted Shares may be held as a stock certificate representing the number of Restricted Shares awarded and may be registered in each Eligible Director's name but held in custody in the Plan's custody for the Eligible Director's account and not released to the Eligible Director until the Restricted Shares become vested when the Restricted Period lapses. (d) Termination of Directorship. If an Eligible Director ceases to be a Company director due to Disability, Death, Retirement, Change of Control or failure to be re-nominated to serve for any reason other than Cause, the Restricted Period shall lapse and the Restricted Shares granted to that Eligible Director shall vest immediately. If an Eligible Director ceases to be a director of the Company for any other reason, the Eligible Director shall forfeit immediately all Restricted Shares, unless a majority of the Board, other than the Eligible Director, determines that termination of director service is in the Company's best interest approves the lapse of the Restricted Period and vests the Restricted Shares. On vesting, except as provided in Section 7, all restrictions on those Restricted Shares shall lapse and a certificate for those shares shall be delivered to the Eligible Director, or the Eligible Director's beneficiary or estate, according to subsection (e). For purposes of this section, the following definitions apply: (i) "Disability" shall mean a permanent and total disability as defined in Section 22(e)(3) of the Internal Revenue Code. (ii) "Retirement" shall mean ceasing to be a Company director (i) on or after age 72 or (ii) at any time prior to age 72 with the consent of a majority of Board members, other than the Eligible Director. (iii)"Change of Control" shall mean a change of control as defined in the Company's Elective Deferral Plan for Non-Employee Directors, as in effect from time to time. (iv) "Cause" shall mean failure to diligently and prudently carry out the duties of a director, as determined by a majority of the Board members other than the affected director. (e) Delivery of Restricted Shares. At the end of the Restricted Period, a stock certificate for the number of Restricted Shares shall be delivered free of all restrictions to the Eligible Director or the Eligible Director's beneficiary or estate, as the case may be. 6. Deferred Cash Payment. Each Eligible Director shall receive a cash payment (the "Deferred Cash Payment") from the Company within thirty business days after the date Restricted Shares vest when the Restricted Period lapses or, if applicable, after the date Restricted Shares are forfeited. The amount of the Deferred Cash Payment shall be equal to the closing price per share of Common Stock on the trading date coincident with or next following the date the Restricted Shares vest or are forfeited, multiplied by the number of vested or forfeited Restricted Shares. 7. Regulatory Compliance. An Eligible Director or an Eligible Director's beneficiary or estate shall not receive or sell any Common Stock granted pursuant to this Plan until all appropriate listing, registration and qualification requirements and consents and approvals have been satisfied or obtained, free of any condition unacceptable to the Board. The Committee shall have the authority to remove any or all of the restrictions on the Restricted Shares, including restrictions under the Restricted Period, whenever it determines that such action is appropriate as a result of changes in applicable laws or other circumstances after the grant date. 8. Shares Reserved Under the Plan. The shares of Common Stock covered by grants under this Plan as Restricted Shares will not exceed 200,000 shares in the aggregate, subject to adjustment as provided below, according and subject to Rule 16b-3 of the Securities and Exchange Act of 1934 ("Exchange Act"), as amended. Restricted Shares may be originally issued or treasury shares or a combination of both. Any shares of Common Stock granted as Restricted Shares that are terminated, forfeited or surrendered or which expire for any reason will not be available again for issuance under this Plan, if any Eligible Director received any of the benefits of shares ownership before termination, forfeiture or surrender. If a recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the Company's corporate structure or shares occurs, the Committee may make equitable adjustments in the number and class of shares authorized to be granted as Restricted Shares, as it deems appropriate to prevent dilution or enlargement of rights. Shares issued as a consequence of any such change shall be issued subject to the same restrictions and provisions applicable to the original Restricted Shares grant. 9. Plan Termination or Amendment. The Committee at any time may terminate the Plan and from time to time may alter or amend all or any part of the Plan (including any amendment deemed necessary to ensure that the Company complies with any regulatory requirement in Section 7) without shareholder approval. No Plan termination or amendment may impair the rights of an Eligible Director to awards of Restricted Shares and associated Deferred Cash Payments granted under the Plan without the Director's consent. In addition, no Plan amendment shall be made without the approval of the Company's shareholders to the extent such approval is required by law or agreement or if such amendment would: (a) materially increase the benefits accruing to Eligible Directors under the Plan; (b) materially increase the number of shares of Common Stock authorized for grant under Section 8 of the Plan; (c) materially modify the requirements for participation in the Plan, as provided under Section 3 of the Plan; (d) allow the creation of types of awards other than as provided under Section 4 of the Plan; or (e) change any of the provisions of this Section 9. 10. Miscellaneous. Nothing in the Plan shall be deemed to create any Board obligation to nominate any director for reelection by the Company's shareholders. The Company shall have the right to require that an Eligible Director pay any taxes required by law on share issuance or delivery when the restrictions lapse before any Restricted Shares are issued or delivered. 11. Governing Law. The Plan shall be construed according to the law of the State of Texas if federal law does not supersede and preempt state law. 12. Effective Date. The Plan was originally effective on June 1, 1996, and was amended and restated effective October 16, 1998. The Plan is amended and restated effective January 1, 2003, subject to shareholder approval of the Plan at the Company's 2003 Annual Meeting of Shareholders. EX-5 4 dex5.txt OPINION OF KERRY A. GALVIN Exhibit 5 [Lyondell letterhead] May 5, 2003 Gentlemen: I am Senior Vice President, General Counsel and Secretary of Lyondell Chemical Company (the "Company"). This opinion is furnished to you in connection with the registration under the Securities Act of 1933, as amended, of 100,000 additional shares (the "Shares") of Common Stock, par value $1.00 per share, of the Company ("Common Stock") that may be issued under the Company's Restricted Stock Plan for Non-Employee Directors, as amended and restated effective as of January 1, 2003 (the "Plan"). In such capacity, I am familiar with the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as well as the Plan. In addition, I, or attorneys working under my supervision, have examined records of relevant corporate proceedings with respect to the offering of the Shares under the Plan and such other records, instruments and documents pertaining to the Company that I have deemed necessary for purposes of delivering this opinion. I have also examined the Company's Registration Statement on Form S-8 to which this opinion is an exhibit ("Registration Statement"). I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents examined as originals, the conformity to original documents of all documents examined as certified or photostatic copies and the authenticity of the originals of such copies. Based on the foregoing and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plan, will be duly and validly issued, fully paid and nonassessable. The foregoing opinion is limited in all respects to matters governed by the General Corporation Law of the State of Delaware and the federal laws of the United States of America, to the extent applicable. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Sincerely, /s/ Kerry A. Galvin Kerry A. Galvin Senior Vice President, General Counsel and Secretary EX-23.2 5 dex232.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Lyondell Chemical Company of the following reports, which appear in Lyondell Chemical Company's Annual Report on Form 10-K for the year ended December 31, 2002. o Our report dated March 10, 2003 on our audits of the consolidated financial statements of Lyondell Chemical Company as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002. o Our report dated February 14, 2003 on our audits of the financial statements of LYONDELL-CITGO Refining LP as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002. o Our report dated March 10, 2003 on our audits of the consolidated financial statements of Equistar Chemicals, LP as of December 31, 2002 and 2001 and for each of the three years in the period ended December 31, 2002. /s/ PricewaterhouseCoopers LLP Houston, Texas May 2, 2003 EX-24 6 dex24.txt POWERS OF ATTORNEY Exhibit 24 LYONDELL CHEMICAL COMPANY POWER OF ATTORNEY WHEREAS, Lyondell Chemical Company, a Delaware corporation (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), a Registration Statement on Form S-8, together with any and all exhibits and other documents having relation to said Registration Statement (collectively, the "Registration Statement"), in connection with the Company's Restricted Stock Plan for Non-Employee Directors, as amended and restated. NOW, THEREFORE, the undersigned, in his or her capacity as a director or officer, or both, as the case may be, of the Company, does hereby appoint Dan F. Smith, T. Kevin DeNicola, Charles L. Hall and Kerry A. Galvin, and each of them severally, his or her true and lawful attorneys or attorney with power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be, of the Company, the Registration Statement and all instruments necessary or incidental in connection therewith, with such amendment or amendments thereto in each case as may be necessary or appropriate, together with any and all exhibits and other documents relating thereto as said attorneys or any of them shall deem necessary or incidental in connection therewith, and to file the same or cause the same to be filed with the Commission. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done to the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this instrument on this 1st day of May, 2003. Signature Title --------- ----- /s/ Dan F. Smith President, Chief Executive Officer - ---------------------------------- and Director Dan F. Smith /s/ T. Kevin DeNicola Senior Vice President and Chief - ----------------------------------- Financial Officer T. Kevin DeNicola /s/ Kerry A. Galvin Senior Vice President, General - ----------------------------------- Counsel and Secretary Kerry A. Galvin /s/ Charles L. Hall Vice President and Controller - ------------------------------------ Charles L. Hall Signature Title --------- ----- /s/ Dr. William T. Butler Chairman and Director - ----------------------------------- Dr. William T. Butler /s/ Carol A. Anderson Director - ----------------------------------- Carol A. Anderson /s/ Stephen Chazen Director - ----------------------------------- Stephen Chazen /s/ Travis Engen Director - ----------------------------------- Travis Engen /s/ Dr. Ray Irani Director - ----------------------------------- Dr. Ray Irani /s/ David J. Lesar Director - ----------------------------------- David J. Lesar /s/ Stephen F. Hinchliffe, Jr. Director - ----------------------------------- Stephen F. Hinchliffe, Jr. /s/ Dudley C. Mecum Director - ----------------------------------- Dudley C. Mecum /s/ William R. Spivey Director - ----------------------------------- Dr. William R. Spivey -----END PRIVACY-ENHANCED MESSAGE-----