UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
______________
 
 
FORM 8-K
 
______________
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  May 13, 2015
 
ASHLAND INC.
(Exact name of registrant as specified in its charter)
 

 
 
Kentucky
(State or other jurisdiction of incorporation)
 

 
  1-32532     20-0865835  
  (Commission File Number)      (I.R.S. Employer Identification No.)  
         
 
                                                                            
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, Kentucky  41012-0391
Registrant’s telephone number, including area code (859) 815-3333
 
 
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:
 
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 
 
 
 
 
 
 
 
Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
 
On May 13, 2015, the Ashland Inc. Personnel and Compensation Committee of the Board of Directors approved an amendment and restatement of the Ashland Inc. Supplemental Defined Contribution Plan for Certain Employees, generally effective January 1, 2015 (the “Supplemental Plan”). The amendment and restatement replaced the Supplemental Plan’s matching formula with a nonelective contribution equal to 4% of a participant’s compensation that is not covered under the Ashland Inc. Employee Savings Plan, a section 401(k) qualified retirement plan (the “401(k) Plan”). Certain Supplemental Plan participants are eligible for age transition contributions under the 401(k) Plan. The Supplemental Plan now provides for such age transition contributions on compensation not covered under the 401(k) Plan.  In addition, the Supplemental Plan was amended to remove employee deferrals and permit a discretionary nonelective contribution.
 
The above description of the Supplemental Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Supplemental Plan, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
 
-2-
 
 
 

Item 9.01.  Financial Statements and Exhibits

 
 
 (d)
Exhibits
 
10.1
Ashland Inc. Supplemental Defined Contribution Plan for Certain Employees effective January 1, 2015
 
 
 
 
 
-3-
 
 
 
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.
 
 
ASHLAND INC.
 
(Registrant)
   
   
May 18, 2015
/s/ Peter J. Ganz
 
Peter J. Ganz
 
Senior Vice President, General Counsel
and Secretary
 
 
 
-4-
 
 
 
 
 
EXHIBIT INDEX
 
 
 
 10.1
Ashland Inc. Supplemental Defined Contribution Plan for Certain Employees effective January 1, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

-5-


Exhibit 10.1




ASHLAND INC. SUPPLEMENTAL DEFINED CONTRIBUTION PLAN

FOR CERTAIN EMPLOYEES

(Effective January 1, 2015)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
Ashland Inc.  Supplemental and Excess
Defined Contribution Plan for Certain Employees
 
 
 
 

TABLE OF CONTENTS
 

 
 ARTICLE 1. PURPOSE AND EFFECTIVE DATE 1
1.1
Purpose
1
1.2
Restatement
1
1.3
Effective Date
1
 ARTICLE 2. DEFINITIONS 2
2.1
“Account”
2
2.2
“Ashland”
2
2.3
“Base Compensation”
2
2.4
“Base Compensation Deferrals”
2
2.5
“Basic Retirement Contribution”
2
2.6
“Beneficiary”
2
2.7
“Board”
2
2.8
“Cause”
2
2.9
“Change in Control”
2
2.10
“Code”
3
2.11
“Committee”
3
2.12
“Credited Service”
3
2.13
“Deferred Compensation Plan”
3
2.14
“Disabled” or “Disability”
3
2.15
“Effective Date”
4
2.16
“Effective Retirement Date”
4
2.17
“Election”
4
2.18
“Eligible Employee”
4
2.19
“Employer”
4
2.20
“Employer Contribution”
4
2.21
“ERISA”
4
2.22
“Excess Base Compensation”
5
2.23
“Excess Base Compensation Deferrals”
5
2.24
“Grandfathered Employee”
5
2.25
“Hercules Employee”
5
2.26
“Identification Date”
5
2.27
“Incentive Compensation”
5
2.28
“Incentive Compensation Deferrals”
5
2.29
"Key Employee"
5
2.30
“Participant”
5
2.31
“Performance Retirement Contribution”
5
2.32
“Period of Service”
5
2.33
“Plan”
5
2.34
“Plan Year”
5
2.35
“Related Employer”
5
2.36
“Savings Plan”
6
2.37
“Separation from Service”
6
2.38
“SERP”
6
2.39
“Substitute Contribution”
6
2.40
“Unforeseeable Emergency”
6
2.41
“Valuation Date”
6
ARTICLE 3. PARTICIPATION
7
3.1
Participation
7
3.2
Termination of Participation
7
ARTICLE 4. EMPLOYER CONTRIBUTIONS
8
4.1
Substitute Contribution
8
4.2
Other Employer Contributions
8
4.3
Crediting Employer Contributions
9
ARTICLE 5. PAYMENT SCHEDULE AND FORM OF PAYMENT
10
5.1
Payment Schedule and Form of Payment
10
5.2
Time of Distribution or Transfer
10
5.3
Death Before Payment
10
ARTICLE 6. ACCOUNTS AND CREDITS AND FUNDING
11
6.1
Contribution Credits to Account
11
6.2
Earnings Credits to Account
11
6.3
Adjustment of Accounts
11
6.4
Establishment of Trust for Funding
11
ARTICLE 7. RIGHT TO BENEFITS
12
7.1
Vesting
12
7.2
Amount of Benefits
12
ARTICLE 8. DISTRIBUTION OF BENEFITS
13
8.1
Method and Timing of Distributions
13
8.2
Unforeseeable Emergency
13
8.3
Disability
13
8.4
Prohibition on Acceleration
13
8.5
Key Employees
13
8.6
Permissible Delays in Payment
14
ARTICLE 9. AMENDMENT AND TERMINATION
17
9.1
Amendment by Employer
17
9.2
Retroactive Amendments
17
9.3
Plan Termination
17
9.4
Distribution Upon Termination of the Plan
18
ARTICLE 10. PLAN ADMINISTRATION
19
10.1
Powers and Responsibilities of the Employer
19
10.2
Powers and Responsibilities of the Committee
19
10.3
Claims and Review Procedures.
19
10.4
Plan Administrative Costs
20
ARTICLE 11. MISCELLANEOUS
21
11.1
Unsecured General Creditor of the Employer
21
11.2
Employer's Liability
21
11.3
Limitation of Rights
21
11.4
Anti-Assignment
21
11.5
Facility of Payment
22
11.6
Notices
22
11.7
Tax Withholding
22
11.8
Indemnification
22
11.9
Permitted Acceleration of Payment
23
11.10
No Guarantee or Employment or Participation
23
11.11
Unclaimed Benefit
24
11.12
Governing Law
24
11.13
Erroneous Payment
24

 
 
 
 

ARTICLE 1.  PURPOSE AND EFFECTIVE DATE

           1.1           Purpose.  The purpose of this Plan is to provide benefits for certain employees that supplements the limitation on compensation imposed by Section 401(a)(17) of the Code (including successor provisions thereto) on the Savings Plan.  It is intended that the Plan be maintained primarily for a select group of management or highly compensated employees and be exempt from the Employee Retirement Income Security Act of 1974, as amended.
 
           1.2           Restatement. The Ashland Inc. Supplemental Defined Contributions Plan for Certain Employees is amended and restated.
 
           1.3           Effective Date.  This Plan is restated to be effective January 1, 2015 except where a special effective date is indicated herein.
 

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
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ARTICLE 2.  DEFINITIONS

Pronouns used in the Plan are in the masculine gender but include the feminine gender unless the context clearly indicates otherwise.  Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the context:

           2.1           “Account” means an account established for the purpose of recording amounts credited on behalf of a Participant and any income, expenses, gains, losses or distributions included thereon.  The Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant pursuant to the Plan.  Separate Accounts shall be established for a Participant by Plan Year and by type of contribution to the Participant.
 
           2.2           “Ashland”  means Ashland Inc. and all of its present or future subsidiaries.
 
           2.3           “Base Compensation” means compensation paid to a Participant that is included in the definition of Compensation for deferral purposes in the Savings Plan without giving effect to any reduction required by Code Section 401(a)(17) and which is not Incentive Compensation.
 
           2.4           “Base Compensation Deferrals” means Base Compensation that is deferred into the Deferred Compensation Plan.
 
           2.5           “Basic Retirement Contribution” means the Basic Retirement Contribution as defined in the Savings Plan.
 
           2.6           “Beneficiary” means the persons, trusts, estates or other entities designated in writing by a Participant, or otherwise entitled to receive benefits under the Plan upon the death of a Participant. If a Participant fails to designate a Beneficiary, then the Participant’s Beneficiary shall be the Participant’s spouse or, if the Participant does not have a spouse on the Participant’s date of death, the Participant’s estate.
 
           2.7           “Board” means the Board of Directors of Ashland Inc.
 
           2.8           “Cause”, for Participants without a Change in Control agreement with Ashland, as defined by Section 3.02 of the SERP, and, for Participants with a Change in Control agreement with Ashland, as defined by the Participant’s Change in Control agreement.
 
           2.9           “Change in Control” shall be deemed to occur (1) upon approval of the shareholders of Ashland (or if such approval is not required, upon the approval of the Board) of (A) any consolidation or merger of Ashland (a “Business Combination”), other than a consolidation or merger of Ashland into or with a direct or indirect wholly-owned subsidiary, in

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
2
 
 

which the shareholders of Ashland own, directly or indirectly, less than 50% of the then outstanding membership interests or shares of the Business Combination that are entitled to vote generally for the election of directors of the Business Combination or pursuant to which shares of Ashland would be converted into cash, securities or other property, other than a merger of Ashland in which the holders of the Ashland shares immediately prior to the merger have substantially the same proportionate ownership of membership interests of the surviving company immediately after the merger, (B) any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all the assets of Ashland, provided, however, that no sale, lease, exchange or other transfer of all or substantially all the assets of Ashland shall be deemed to occur unless assets constituting 80% of the total assets of Ashland are transferred pursuant to such sale, lease exchange or other transfer, or (C) adoption of any plan or proposal for the liquidation or dissolution of Ashland, (2) when any person (as defined in Section 3(a)(9) or 13(d) of the Exchange Act), other than Ashland or any subsidiary or employee benefit plan or trust maintained by Ashland, shall become the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 25% of Ashland’s shares outstanding at the time, without the approval of the Board, or (3) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board shall cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by Ashland’s shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period.
 
           2.10           “Code” means the Internal Revenue Code of 1986, as amended.
 
           2.11           “Committee” means the Personnel and Compensation Committee of the Board and its designees.
 
           2.12           “Credited Service” means a period of employment with the Employer or a Related Employer for which credit is given under the Employer’s Adjusted Service Date policy in effect when the Employee suffers a Separation from Service.
 
           2.13           “Deferred Compensation Plan” means the Ashland Inc. Deferred Compensation Plan for Employees (2005), as may be amended from time to time.
 
           2.14            “Disabled” or “Disability” means a determination by Ashland that the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Ashland or any Related Employer.  A Participant also will be considered disabled if he is determined (a) to be totally disabled by the Social Security Administration, or (b) to be disabled in accordance with a disability insurance program, provided that the definition of disability applied under such disability insurance program complies with the

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
3
 
 
 
 
requirements of Treasury Regulation Section 1.409A-3(i)(4).  The Committee or its delegate shall determine whether a Participant has incurred a Disability.
 
2.15           “Effective Date” means January 1, 2015 except where a special effective date is indicated herein.
 
2.16           “Effective Retirement Date” means:
 
 
(a)
In General.  The Effective Retirement Date of an Employee that is a Participant under this Plan is when:

 
(1)
the Participant has at least five years of Credited Service; and
 
(2)
attained the first day of the month following the date the Participant incurred a Separation from Service –
 
(i)
on or after the date the sum of the Participant’s Age and Credited Service is 80; or
 
(ii)
on or after the date the Participant attains Age 55.

 
(b)
Change in Control.  The Effective Retirement Date in the event of a Change in Control of a Participant who has a Change in Control agreement with Ashland shall be the first day of the month following (i) such Participant’s termination for reasons other than Cause or (ii) such Participant’s resignation for “Good Reason” (as that term is defined in the applicable Change in Control agreement).  The Effective Retirement Date in the event of a Change in Control of a Participant who does not have a Change in Control agreement, shall be the first day of the month following such Participant’s termination for reasons other than Cause.

2.17           “Election” means a Participant’s delivery of a notice of election, in writing or electronically, to defer payment of all or a portion of his Employer Contributions.
 
2.18           “Eligible Employee” means an employee of Ashland who is determined by the Employer to be a member of a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and who are classified in base salary and grades 21 and above and are not eligible for the SERP as of the Effective Date.
 
2.19           “Employer” means Ashland Inc., or any successor entity thereto.
 
2.20           “Employer Contribution” means the contributions provided in ARTICLE 4.
 
2.21            “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
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           2.22           “Excess Base Compensation” means compensation paid to a Participant that is included in the definition of Compensation in the Savings Plan but that is in excess of the limitation in Code Section 401(a)(17) and which is not Incentive Compensation.
 
           2.23           “Excess Base Compensation Deferrals” means compensation that is deferred to the Deferred Compensation Plan other than Incentive Compensation Deferrals.
 
           2.24           “Grandfathered Employee” means the Grandfathered Employee as defined in the Savings Plan.
 
           2.25           “Hercules Employee” means the Hercules Employee as defined in the Savings Plan.
 
           2.26           “Identification Date” means the date at which Key Employees are determined which shall be December 31st.
 
           2.27           “Incentive Compensation” means bonuses paid to Eligible Employees under any applicable incentive compensation plans that are excluded from the definition of Compensation in the Savings Plan and which is not Base Compensation.
 
           2.28           “Incentive Compensation Deferrals” means Incentive Compensation that is deferred into the Deferred Compensation Plan.
 
           2.29           "Key Employee" means a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) who satisfies the conditions set forth in Section 8.5.
 
           2.30           “Participant” means an Eligible Employee who commences participation in the Plan in accordance with ARTICLE 3.
 
           2.31           “Performance Retirement Contribution” means the Performance Retirement Contribution as defined in the Savings Plan.
 
           2.32           “Period of Service” means a period of employment with the Employer or a Related Employer commencing on the date an Employee works at least one hour for which the Employee is paid and ending on the date such Employee suffers a Separation from Service.
 
           2.33           “Plan” means this Ashland Inc. Supplemental and Excess Defined Contribution Plan for Certain Employees, as amended from time to time.
 
           2.34           “Plan Year” means each 12 month period ending on December 31st.
 
           2.35           “Related Employer” means the Employer and (a) any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the Employer, and (b) any trade or business that is under Common Control as defined in Code Section 414(c) that includes the Employer.
 

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
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           2.36           “Savings Plan” means the Ashland Inc. Employee Savings Plan, as amended from time to time.
 
           2.37           “Separation from Service” means a Participant's termination of employment with the Employer or Related Employer for any reason other than death that meets the requirements of the definition of "separation from service" set forth in Treasury Regulation Section 1.409A-1(h).  For purposes of determining whether a Separation from Service has occurred, the 20% default threshold set forth in Treasury Regulation Section 1.409A-1(h)(1)(ii) shall be utilized.
 
           2.38           “SERP” means the Ashland Inc. Supplemental Early Retirement Plan for Certain Employees, as amended from time to time.
 
           2.39           “Substitute Contribution” means the Employer Contribution provided in Section 4.1.
 
           2.40           “Unforeseeable Emergency” means a severe financial hardship of the Participant resulting from an illness or accident of the Participant, the Participant's spouse, the Participant's Beneficiary, or the Participant's dependent (as defined in Code Section 152, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant's property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.  The purchase of a home and the payment of college tuition are not unforeseeable emergencies.
 
           2.41           “Valuation Date” means each business day of the Plan Year.
 

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
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ARTICLE 3.  PARTICIPATION
 

 
           3.1           Participation.  Each Eligible Employee of the Employer shall be eligible for the Plan immediately.  An Eligible Employee shall execute an Election in the form and manner as deemed appropriate by the Committee or its delegate as provided in the Deferred Compensation Plan detailing the timing of distribution of any portion of the Participant’s Account attributable to Employer Contributions. In the event an Eligible Employee fails to complete an Election with respect to Employer Contributions, such amount shall be paid in the means as detailed in ARTICLE 5.
 
           3.2           Termination of Participation.  The Employer may terminate a Participant's participation in the Plan, provided, however, any such termination at the direction of the Employer shall not take effect until the first day of the next Plan Year.
 

 

 

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
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ARTICLE 4.  EMPLOYER CONTRIBUTIONS
 

 
           4.1           Substitute Contribution.
 
(a)           Substitute Contribution. The Employer will credit a Participant's Account with a Substitute Contribution in an amount equal to 4% of the Participant's Incentive Compensation, Excess Base Compensation and Excess Base Compensation Deferrals for the Plan Year.
 
(b)           Special Effective Date. This Section 4.1 shall be retroactively effective as of January 1, 2011. No Participant benefit is reduced as a result of this retroactive special effective date, and no matching contributions have accrued or will accrue under this Plan.
 
           4.2           Other Employer Contributions.
 
(a)           Performance Retirement Contribution.  To the extent the Employer makes a Performance Retirement Contribution under the Savings Plan for a Plan Year, the Employer shall credit each Participant’s Account with a contribution equal to the declared Performance Retirement Contribution under the Savings Plan percentage multiplied by the Participant’s Incentive Compensation, Excess Base Compensation and Excess Base Compensation Deferrals for the Plan Year. Notwithstanding the foregoing, a Performance Retirement Contribution will only be credited to a Participant’s Account if the Participant has not Separated from Service in the Plan Year.
 
                      (b)           Basic Retirement Contributions.
 
                                (i)           Basic Retirement Contribution for Participants Eligible for the Savings Plan on or after January 1, 2011.  The Employer shall credit to the Account of each Participant who is either (A)(1) a Hercules Employee, or (2) who became eligible for the Savings Plan on or after January 1, 2011, and (B) who is not a Grandfathered Employee, an amount equal to the Basic Retirement Contribution based on percentage of the Participant’s Incentive Compensation, Excess Base Compensation and Excess Base Compensation Deferrals determined in accordance with the following tables:
 
Period of Service
 
    
Percentage of Applicable Compensation
0-10  Years
    
1.5%
11-20 Years
    
3.0%
21 or more Years
 
    
4.5%
 

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
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(ii)           Basic Retirement Contribution for Participants Eligible for the Savings Plan as of December 31, 2010. The Employer shall credit to the Account of each Participant who was eligible for the Savings Plan as of December 31, 2010 and who is not a Grandfathered Employee an amount equal to a Basic Retirement Contribution based on percentage of the Participant’s Incentive Compensation, Excess Base Compensation and Excess Base Compensation Deferrals determined in accordance with the following tables:
 
Period of Service
 
    
Percentage of Applicable Compensation
0-10  Years
    
1.5%
11-20 Years
    
3.0%
21 or more Years
 
    
4.5%
 

 
plus, a transition contribution equal to:

Age as of January 1, 2011
 
    
Percentage of Applicable Compensation
       
40-44
    
2.0%
45-49
    
3.0%
50-54
    
4.0%
55 or greater
    
5.0%

 
(iii)           Any Participant other than described in subsections (i) or (ii) immediately above, shall not be entitled to a Basic Retirement Contribution under the Plan.
 
(iv)           A Participant shall only be eligible to receive a Basic Retirement Contribution under one subsection of this Section 4.2(b) during any given Plan Year. For purposes of this Section 4.2(b), Period of Service shall be determined in accordance with the provisions of the Savings Plan.
 
(v)           Notwithstanding the foregoing, a Basic Retirement Contribution will only be credited to a Participant’s Account if the Participant has not Separated from Service in the Plan Year.
 
(c)           Discretionary Profit Sharing Contributions.  The Discretionary Profit Sharing Contribution may be made by the Employer for the benefit of one or more Participants in an amount determined solely by Employer for any Plan Year.
 
           4.3           Crediting Employer Contributions. Each Participant shall be credited with the applicable Employer Contributions in accordance with this ARTICLE 4, as soon as administratively feasible following each Plan Year.
 

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
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ARTICLE 5. PAYMENT SCHEDULE AND FORM OF PAYMENT

           5.1           Payment Schedule and Form of Payment.  The Participant's benefit under the Plan shall be distributed in accordance with the Deferred Compensation Plan on the Participant’s Effective Retirement Date (or as soon thereafter as reasonably possible), and held pursuant to the terms of that the Deferred Compensation Plan. Notwithstanding anything in the Plan to the contrary, a Participant who is a Key Employee shall not have the distribution of his benefit which is made on account of Separation from Service commence on a date earlier than the first day of the seventh month following his Separation from Service.
 
           5.2           Time of Distribution or Transfer.  Subject to the required delay of a distribution of a Plan benefit for an eligible employee who is a Key Employee, the transfer of a benefit provided in this Section shall be paid by the later of (a) the end of the calendar year in which occurs the Effective Retirement Date or (b) the 15th day of the third calendar month following such date.
 
           5.3           Death Before Payment.  If a Participant dies before his Effective Retirement Date, the benefit that would have been paid to such Participant had he or she survived to his Effective Retirement Date shall be transferred to the Deferred Compensation Plan and paid to the Beneficiary designated by such Participant under the terms of that plan.
 

 
 
Ashland Inc.  Supplemental Defined
Contribution Plan for Certain Employees
 

 
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ARTICLE 6. ACCOUNTS AND CREDITS AND FUNDING

           6.1           Contribution Credits to Account.  A Participant's Account will be credited with the Employer Contributions credited on his behalf under ARTICLE 4.  Separate Accounts shall be maintained for each Participant and for each type of contribution.
 
           6.2           Earnings Credits to Account.  The Participant's Account shall be credited (or debited) on each Valuation Date with income (or loss) based upon a hypothetical investment in any one or more of the investment options available under the Plan, as prescribed by the Committee or its delegate, for the particular Compensation credited.  The crediting or debiting on each Valuation Date of income (or loss) shall be made for the each respective Account.  All investments of a Participant’s Account shall be valued at fair market value.  Additionally, all distributions, investments and investment exchanges allowed and made under the Plan shall be as of the relevant Valuation Date at fair market value.
 
6.3           Adjustment of Accounts.  Each Account maintained for a Participant shall be adjusted for interest credits and any expenses allocable under the terms of the Plan to the Account.  The Account shall be adjusted as of each Valuation Date to reflect: (a) the interest credits and expenses described in this ARTICLE 6; (b) amounts credited pursuant to ARTICLE 4; and (c) distributions or withdrawals.
 
6.4           Establishment of Trust for Funding.  The Employer may but is not required to establish a trust to hold amounts which the Employer may contribute from time to time to correspond to some or all amounts credited to Participants under this ARTICLE 6.  If the Employer establishes a trust, the provisions of Sections 6.4(a) and (b) shall become operative.
 
(a)           Grantor Trust.  Any trust established by the Employer shall be between the Employer and a trustee pursuant to a separate written agreement under which assets are held, administered and managed, subject to the claims of the Employer's creditors in the event of the Employer's insolvency, until paid to the Participant and/or his Beneficiaries.  The trust is intended to be treated as a grantor trust under the Code, and it is intended that the establishment of the trust shall not cause the Participant to realize current income on amounts contributed thereto.  The Employer must notify the trustee in the event of a lawsuit regarding the Plan or regarding its bankruptcy or insolvency.
 
(b)           Investment of Trust Funds.  Any amounts contributed to the trust by the Employer shall be invested by the trustee in accordance with the provisions of the trust and the instructions of the Committee or its delegate.

 
 
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ARTICLE 7.  RIGHT TO BENEFITS

7.1           Vesting.  Unless a Participant is terminated for Cause, a Participant shall have a 100% nonforfeitable right to his Accounts representing Employer Contributions upon to earlier of a Change In Control or the attainment of five years of Credited Service. Notwithstanding the preceding sentence, if a Participant is terminated for Cause, the Participant shall forfeit all rights to his Accounts representing Employer Contributions.
 
7.2           Amount of Benefits.  The vested amounts credited to a Participant's Account as determined under ARTICLE 4 shall determine and constitute the basis for the value of benefits payable to the Participant under the Plan.
 

 

 
 
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ARTICLE 8.  DISTRIBUTION OF BENEFITS

8.1           Method and Timing of Distributions.  Except as otherwise provided under the Plan, including this ARTICLE 8, distributions under the Plan shall be made in accordance with ARTICLE 5 of the Plan.
 
8.2           Unforeseeable Emergency.  A Participant or a Participant’s legal representative may submit an application for a distribution from the Participant's Accounts because of an Unforeseeable Emergency.  The amount of the distribution shall not exceed the amount necessary to satisfy the needs of the Unforeseeable Emergency.  Such distribution shall include an amount to pay taxes reasonably anticipated as a result of the distribution.  The amount allowed as a distribution under this Section shall take into account the extent to which the Unforeseeable Emergency may be relieved by reimbursement, insurance or liquidation of the Participant’s assets (but only to the extent such liquidation would itself not cause a severe financial hardship).  The distribution shall be made in a single sum and paid as soon as practicable after the application for the distribution on account of the Unforeseeable Emergency is approved.  The provisions of this Section 8.2 shall be interpreted and administered in accordance with applicable guidance that may be issued by the Treasury.
 
8.3           Disability.  A Participant or a Participant’s legal representative may submit an application for a distribution from the Participant's Accounts because of the Participant’s Disability.  The distribution shall be made in a single sum and paid as soon as practicable after the application for the distribution on account of the Participant’s Disability is approved.  The provisions of this Section shall be interpreted and administered in accordance with applicable guidance that may be issued by the Secretary of the Treasury.  If such guidance should allow an election of a period of distribution at the time of the application for a distribution on account of the Participant’s Disability then the Plan shall allow such elections.
 
8.4           Prohibition on Acceleration.  Except as otherwise provided in the Plan and except as may be allowed in guidance from the Secretary of the Treasury, distributions from a Participant’s Compensation Account(s) may not be made earlier than the time such amounts would otherwise be distributed pursuant to the terms of the Plan.
 
8.5           Key Employees.   In no event shall a distribution made to a Key Employee from his Accounts due to his Separation from Service occur before the date which is six months after his Separation from Service, or, if earlier, his date of death. For purposes of this Section 8.5, a Key Employee means an employee of an employer, including any corporation that is a member of a controlled group of corporations as defined in Code Section 414(b) that includes the employer and any trade or business that is under common control as defined in Code Section 414(c) with the employer, any of whose stock is publicly traded on an "established securities market," within the

 
 
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meaning of Section 1.409A-1(k), or otherwise who satisfies the requirements of Code Sections 416(i)(1)(A)(i), (ii) or (iii), determined without regard to Code Section 416(i)(5), at any time during the 12-month period ending on the Identification Date. An employee who is determined to be a Key Employee on an Identification Date shall be treated as a Key Employee for purposes of the six-month delay in distributions set forth in this Section 8.5 for the 12-month period beginning on the first day of the fourth month following the Identification Date. Whether any stock of the Employer or any Related Employer is traded on an established securities market or otherwise is determined on the date a Participant experiences a Separation from Service. Installment distributions to a Key Employee that are delayed due to the application of the requirements of this Section 8.5 shall commence as of the earliest date permitted by Code Section 409A. This Section 8.5 shall not apply to any of the following distributions: (i) a distribution upon the Participant's Disability in accordance with Section 8.3 or upon a Change in Control, provided that the Participant's Separation from Service did not precede such Disability or Change in Control; or (ii) an accelerated distribution made in accordance with Section 11.9.
 
8.6           Permissible Delays in Payment.  Distributions may be delayed beyond the date payment would otherwise occur in accordance with the provisions of ARTICLE 5 in any of the following circumstances:
 
(a)           Payments Subject to Code Section 162(m). The Employer may delay payment if it reasonably anticipates that its deduction with respect to such payment would not be permitted due to the application of Code Section 162(m); provided, however, that (i) the deduction limitation of Code Section 162(m) shall be applied to all payments to similarly situated Participants on a reasonably consistent basis; (ii) the payment must be made either during the Participant's first taxable year in which the Employer reasonably anticipates, or should reasonably anticipate, that if the payment is made during such year, the deduction of such payment will not be barred by application of Code Section 162(m) or during the period beginning with the date of the Participant's Separation from Service (or, if the Participant is a Key Employee, beginning with the date that is six months after Separation from Service) and ending on the later of the last day of the Employer's taxable year in which the Participant incurs a Separation from Service for the 15th day of the third month following the Participant's Separation from Service (or, if the Participant is a Key Employee, the 15th day of the third month following the date that is six months after Separation from Service); (iii) where any payment to a particular Participant is delayed because of Code Section 162(m), the delay in payment will be treated as a subsequent deferral election under Code Section 409A, unless all scheduled payments to such Participant that could be delayed are also delayed; and (iv) no election may be provided to a Participant with respect to the timing of payment hereunder.
 
(b)           Payments that would violate Federal Securities Laws or Other Applicable Law.  The Employer may also delay payment if it reasonably anticipates that the marking of the payment will violate Federal securities laws or other applicable laws provided

 
 
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payment is made at the earliest date on which the Employer reasonably anticipates that the making of the payment will not cause such violation.
 
(c)           Other Events and Conditions.  The Employer also reserves the right to delay payment upon such other events and conditions as the Secretary of the Treasury may prescribe in generally applicable guidance published in the Internal Revenue Bulletin.
 
Except as may be otherwise required under Code Section 409A, a payment is treated as made upon the date contemplated under the provisions of the Plan if the payment is made at such date or a later date within the same calendar year or, if later, by the 15th day of the third calendar month following the date contemplated by the Plan.  If calculation of the amount of the payment is not administratively practicable due to events beyond the control of the Participant (or Participant's Beneficiary), the payment will be treated as made upon the date contemplated by the Plan if the payment is made during the first calendar year in which the payment is administratively practicable.  Similarly, if the funds of the Employer are not sufficient to make the payment at the date specified under the Plan without jeopardizing the solvency of the Employer, the payment will be treated as made upon the date contemplated by the Plan if the payment is made during the first calendar year in which the funds of the Employer are sufficient to make the payment without jeopardizing the solvency of the Employer.

If a payment is not made, in whole or in part, as of the date contemplated by the Plan because the Employer refuses to make such payment, the payment will be treated as made upon the date contemplated by the Plan if the Participant accepts the portion (if any) of the payment that the Employer is willing to make (unless such acceptance will result in forfeiture of the claim to all or part of the remaining account), makes prompt and reasonable, good faith efforts to collect the remaining portion of the payment and any further payment (including payment of a lesser amount that satisfies the obligation to make the payment) is made no later than the end of the first calendar year in which the Employer and the Participant enter into a legally binding settlement of such dispute, the Employer concedes that the amount is payable, or the Employer is required to make such payment pursuant to a final and nonappealable judgment or other binding decision.  For purposes of this paragraph, efforts to collect the payment will be presumed not to be prompt, reasonable, good faith efforts, unless the Participant provides notice to the Employer within 90 days of the latest date upon which the payment could have been timely made in accordance with the terms of the Plan and the Treasury Regulations promulgated under Code Section 409A, and unless, if not paid, the Participant takes further enforcement measures within 180 days after such latest date.  For purposes of this paragraph, the Employer is not treated as having refused to make a payment where pursuant to the terms of the Plan the Participant is required to request payment, or otherwise provide information to take any other action, and the Participant has failed to take such action.  In addition, for purposes of this paragraph, the Participant is deemed to have requested that a payment not be made, rather than the Employer having refused to make such payment, where the Employer's decision to refuse to make the payment is made by the Participant or a member of the

 
 
 
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Participant's family (as defined in Code Section 267(c)(4) applied as if the family of an individual includes the spouse of any member of the family), or any person or group of persons over whom the Participant's family member has effective control, or any person any portion of whose compensation is controlled by the Participant or the Participant's family member.

 
 
 
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ARTICLE 9.  AMENDMENT AND TERMINATION

9.1           Amendment by Employer.  The Employer reserves the sole right to amend the Plan pursuant to a resolution of the Board.  An amendment must be in writing and executed by a representative of the Employer authorized to take such action.  The Employer hereby reserves the right to amend the Plan without the consent of the Participants in the future, as required to comply with any present or future law, regulation or rule applicable to the Plan, including, but not limited to Code Section 409A and all applicable guidance promulgated thereunder, and to prevent any Participant from becoming subject to any additional tax or penalty under Code Section 409A.  No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his vested Account which had accrued prior to the amendment, except to the extent required by the Code or other applicable law.
 
9.2           Retroactive Amendments.  An Amendment made by the Employer in accordance with Section 9.1 may be made effective on a date prior to the first day of the Plan Year in which it is adopted.  Any retroactive amendment by the Employer shall be subject to the provisions of Section 9.1.
 
9.3           Plan Termination.  The Plan will terminate automatically as of the date that no amounts remain to be distributed under the Plan.
 
The Employer reserves the right to terminate the Plan and accelerate the time of payment of all amounts to be distributed under the Plan in accordance with the following provisions of this Section 9.3.  The Employer may make an irrevocable election to terminate the Plan and distribute all amounts credited to all Participant Accounts within the 30 days preceding or the 12 months following a Change in Control.  For this purpose, the Plan will be treated as terminated only if all other arrangements sponsored by the Employer or any Related Employer immediately after the time of the Change in Control with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulation Section 1.409A-1(c)(2) are terminated and liquidated with respect to each Participant that experienced the Change in Control, so that under the terms of the termination and liquidation all such Participants are required to receive all amounts of compensation deferred under the terminated arrangements within 12 months of the date the Employer irrevocably takes all necessary action to terminate and liquidate the Plan and such other arrangements.  In addition, the Employer reserves the right to terminate the Plan within 12 months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to Section 503(b)(1)(A) of Title 11 of the United States Code, provided that amounts deferred under the Plan are included in the gross incomes of Participants in the earlier of (a) the taxable year in which the amount is actually or constructively received, or (b) the latest of the following years:  (1) the calendar year in which the termination occurs, (2) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (3) the first calendar year in which payment is administratively practicable.  The Employer retains the
 
 
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discretion to terminate the Plan if (1) the termination does not occur proximate to a downturn in the financial health of the Employer; (2) all arrangements sponsored by the Employer or any related Employer that would be aggregated with any terminated arrangement under Treasury Regulation Section 1.409A-1(c) if the same service provider participated in all of the arrangements are terminated, (3) no payments other than payments that would be payable under the terms of the arrangements if the termination had not occurred are made within 12 months of the termination of the arrangements, (4) all payments are made within 24 months of the termination of the arrangements, and (5) neither the Employer nor any Related Employer adopts a new arrangements that would be aggregated with any terminated arrangement under Treasury Regulation Section 1.409A-1(c), if the same service provider participated in both arrangements, at any time with the three year period following the date of termination of the arrangement.  The Employer also reserves the right to terminate the Plan and accelerate the time of payment of all amounts to be distributed under the Plan under such conditions and events as may be prescribed by the Commissioner in generally applicable guidance published in the Internal Revenue Bulletin.

9.4           Distribution Upon Termination of the Plan. Except as provided in Section 9.3, the Plan may not be terminated before the date on which all amounts credited to all Participant Accounts have been distributed in accordance with the terms of the Plan.
 

 
 
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ARTICLE 10.  PLAN ADMINISTRATION

10.1           Powers and Responsibilities of the Employer.  The Employer shall be responsible for the general operation and administration of the Plan and for carrying out the provisions thereof.  The Employer's powers and responsibilities include, but are not limited to, the following, which powers and responsibilities shall be exercised in its sole discretion:
 
(a)           To make and enforce such rules and regulations as it deems, in its sole discretion, necessary or proper for the efficient administration of the Plan;
 
(b)           To decide all questions concerning the Plan and the eligibility of any person to participate in the Plan, in its sole discretion, subject to review by the Committee or its delegate.
 
(c)           To administer the claims and review procedures specified in Section 10.3;
 
(d)           To compute the amount of benefits which will be payable to any Participant, former Participant or Beneficiary in accordance with the provisions of the Plan in its discretion;
 
(e)           To determine the person or persons to whom such benefits will be paid in its discretion;
 
(f)           To authorize the payment of benefits;
 
(g)           To comply with any applicable reporting and disclosure requirements of Part 1 of Subtitle B of Title 1 of ERISA;
 
(h)           To appoint such agents, counsel, accountants, and consultants as may be required to assist in administering the Plan;
 
(i)           To allocate and delegate its responsibilities in its discretion, including the formation of any administrative sub-committee to administer the Plan.
 
10.2           Powers and Responsibilities of the Committee.  The Committee or its delegate shall be responsible (a) for determining the interest rate to credit to Participant's Accounts pursuant to Section 6.3, and (b) for the review of denied claims pursuant to Section 10.3(b) in its sole discretion.  In the course of reviewing a denied claim, the Committee or its delegate shall have the power to interpret the Plan, in its sole discretion, and its interpretation thereof shall be final, conclusive and binding on all persons claiming benefits under the Plan.
 
10.3           Claims and Review Procedures.
 

 
 
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(a)           Claims Procedure.  If any person believes he is being denied any rights or benefits under the Plan, such person may file a claim in writing with the Employer.  If any such claim is wholly or partially denied, the Employer will notify such person of its decision in writing.  Such notification will contain (i) specific reasons for the denial, (ii) specific reference to pertinent Plan provisions, (iii) a description of any additional material or information necessary for such person to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the person wishes to submit a request for review.  Such notification will be given within 90 days after the claim is received by the Employer (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such person within the initial 90 day period).  If such notification is not given within such period, the claim will be considered denied as of the last day of such period and such person may request a review of his claim.
 
(b)           Review Procedure.  Within 60 days after the date on which a person receives a written notification of denial of claim (or, if written notification is not provided, within 60 days of the date denial is considered to have occurred), such person (or his duly authorized representative) may (i) file a written request with the Employer for a review of his denied claim and of pertinent documents and (ii) submit written issues and comments to the Employer.  The Employer will notify such person of its decision in writing.  Such notification will be written in a manner calculated to be understood by such person and will contain specific reasons for the decision as well as specific references to pertinent Plan provisions.  The decision on review will be made within 60 days after the request for review is received by the Employer (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Employer to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60-day period).  If the decision on review is not made within such period, the claim will be considered denied.
 
10.4           Plan Administrative Costs.  All reasonable costs and expenses (including legal, accounting, and employee communication fees) incurred by the Employer or Employer in administering the Plan shall be paid by the Plan, to the extent not paid by the Employer.
 

 
 
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ARTICLE 11.  MISCELLANEOUS

11.1           Unsecured General Creditor of the Employer.  The Plan at all times shall be entirely unfunded.  Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of the Employer or any Related Employer.  For purposes of the payment of benefits under the plan, the assets of the Employer or of any Related Employer shall be, and shall remain, the general, unpledged, unrestricted assets of the Employer or of such Related Employer, respectively.  The Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.
 
11.2           Employer's Liability. The Employer's liability for the payment of benefits under the Plan shall be defined only by the Plan and by the Elections entered into between a Participant and the Employer.  The Employer shall have no obligation or liability to a Participant under the Plan except as provided by the Plan and an Election.
 
11.3           Limitation of Rights.  Neither the establishment of the Plan, nor any amendment thereof, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving to the Participant or any other person any legal or equitable right against the Employer, the Committee or any Related Employer except as provided herein; and in no event will the terms of employment or service of the Participant be modified or in any way affected hereby.
 
11.4           Anti-Assignment.  Except as otherwise provided in connection with a division of property under a domestic relations proceeding under state law and subject to Section 9(iii), no right or interest of the eligible employees or retirees under this Plan shall be subject to involuntary alienation, assignment or transfer of any kind.  An eligible employee may voluntarily assign his rights under the Plan.  Employer, the Board, the Committee and any of their delegates shall not review, confirm, guarantee or otherwise comment on the legal validity of any voluntary assignment.  Employer and its delegates may review, provide recommendations and approve submitted domestic relations orders using procedures similar to those that apply to qualified domestic relations orders under the qualified pension plans sponsored by Employer.  A domestic relations order intended to assign a benefit hereunder to a former spouse of an eligible employee must be delivered to the Employer.  Employer will review the order to determine if it is qualified.  Upon notification by the Employer that the order is qualified, the spouse will be able to elect a distribution of the assigned benefit by the end of the fifth calendar year following the calendar year during which the Employer notifies the former spouse that the order is qualified.  In all events, the entire assigned benefit must be distributed by the end of the fifth calendar year following the calendar year during which the Employer notifies the former spouse that the order is qualified.  Notwithstanding anything in the Plan to the contrary, if an assigned benefit is equal to or less than the adjusted Code section 402(g) limit it shall be distributed to the former spouse as soon as

 
 
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administratively possible. The Employer may prescribe procedures that are consistent with this Section 11.4 and applicable law to implement benefit assignments pursuant to qualified orders.
 
11.5           Facility of Payment.  If the Employer determines, on the basis of medical reports or other evidence satisfactory to the Employer, that the recipient of any benefit payments under the Plan is incapable of handling his affairs by reason of minority, illness, infirmity or other incapacity, the Employer may disburse such payments to a  person or institution designated by a court which has jurisdiction over such recipient or a person or institution otherwise having the legal authority under State law for the care and control of such recipient.  The receipt by such person or institution of any such payments, and any such payment to the extent thereof, shall discharge the liability of the Employer for the payment of benefits hereunder to such recipient.
 
11.6           Notices.  Any notice or other communication required or permitted to be given in connection with the Plan shall be in writing and shall be deemed to have been duly given (i) upon request, if delivered personally or via courier, (ii) upon confirmation of receipt, if given by facsimile or electronic transmission, and (iii) on the third business day following mailing, if mailed first-class, postage prepaid, registered or certified mail as follows:
 
(a)           If it is sent to the Employer or a Related Employer, it will be at the address specified by the Employer; or
 
(b)           If it is sent to a Participant or Beneficiary, it will be at the last address filed with the Employer by the Participant (or Beneficiary).
 
11.7           Tax Withholding.  The Employer shall have the right to deduct from all payments or deferrals made under the Plan any tax required by law to be withheld.  If the Employer concludes that tax is owing with respect to any deferral or payment hereunder, the Employer shall withhold such amounts from any payments due the Participant or his Beneficiary, as permitted by law, or otherwise make appropriate arrangements with the Participant or his Beneficiary for satisfaction of such obligation.  Tax, for purposes of this Section 11.7, means any federal, state, local, foreign or any other governmental income tax, employment or payroll tax, excise tax, or any other tax or assessment owing with respect to amounts deferred, any earnings thereon, and any payments made to Participants or Beneficiaries under the Plan.
 
11.8           Indemnification.  To the fullest extent allowed by law, the Employer shall indemnify and hold harmless each member of the Committee and each employee, officer, or director of the Employer or any Related Employer to whom is delegated duties, responsibilities, and authority with respect to the Plan against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him (including but not limited to reasonable attorneys' fees) which arise as a result of his actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for

 
 
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by the Employer or any Related Employer.  Notwithstanding the foregoing, the Employer shall not indemnify any person for any such amount incurred through any settlement or compromise of any action unless the Employer consents in writing to such settlement or compromise.
 
11.9           Permitted Acceleration of Payment.  The Employer, in its sole discretion, may accelerate the time in which payment shall be made under the Plan to: (a) an individual other than the Participant as may be necessary to fulfill a domestic relations order within the meaning of Code Section 414(p)(1)(B), (b) the extent reasonably necessary to avoid the violation of an applicable federal, state, local, or foreign ethics law or conflicts of interest law (including where such payment is reasonably necessary to permit the Participant to participate in activities in the normal course of his position in which the Participant would otherwise not be able to participate under an applicable rule), determined in accordance with Treasury Regulation Section 1.409A-3(j)(4)(iii)(B), (c) pay the FICA tax imposed under Code Sections 3101, 3121(a) and 3121(v)(2) on compensation deferred under the Plan, (d) pay the income tax at source on wages imposes under Code Section 3401 or the corresponding withholding provisions of the applicable, state, local or foreign tax laws as a result of the payment of any FICA tax described in clause (c), and to pay the additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes, (e) pay state, local, or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan before the amount is paid or made available to the Participant, (f) pay the income tax at source on wages imposed under Code Section 3401 as a result of the payment described in clause (e) and to pay the additional income tax at source on wages imposed under Code Section 3401 attributable to such additional Code Section 3401 wages and taxes, (g) satisfy the debt of a Participant to the Employer or any Related Employer where such debt is incurred in the ordinary course of the service relationship between the Participant and the Employer or Related Employer, as applicable, the entire amount of the reduction in any Plan year does not exceed $5,000, and the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant, and (h) pay the amount required to be included in gross income as a result of the failure of the Plan to comply with the requirements of Code Section 409A.  The total payment under clauses (c) and (d) shall, in no event, exceed the aggregate of the FICA tax and the income tax withholding related to such FICA tax.  The total payment under clause (e) shall, in no event, exceed the amount of such taxes due as a result of participation in the Plan.  The total payment under clauses (e) and (f) shall, in no event, exceed the aggregate of the state, local, and foreign tax amount, and the income tax withholding related to such state, local, and foreign tax amount. The total payment under clause (h) shall, in no event, exceed the amount required to be included in income as a result of the failure to comply with requirements of Code Section 409A.
 
11.10           No Guarantee or Employment or Participation.  Nothing in the Plan shall interfere with or limit in any way the right of the Employer to terminate any Participant's employment at any time and for any reason, nor confer upon any Participant any right to continue in the employ of the Employer or any Related Employer.  No employee of the Employer shall have

 
 
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a right to be selected as a Participant under the Plan or, if selected, to continue to participate for any Plan Year.
 
11.11           Unclaimed Benefit.  Each Participant shall keep the Employer informed of his current address and the current address of his Beneficiary.  The Employer shall not be obligated to search for the whereabouts of any person.  If the location of a Participant is not made known to the Employer within three years after the date on which payment of the Participant's vested Account is scheduled to be made (or to commence), payment may be made as though the Participant had died at the end of the three-year period.  If within one additional year after such three-year period has elapsed, or, within three years after the actual death of a Participant, the Employer is unable to locate the Beneficiary of the Participant, then the Employer shall have no further obligation to pay any benefit hereunder to such Participant or Beneficiary or any other person and such benefit shall be irrevocably forfeited.
 
11.12           Governing Law.  The Plan will be construed, administered and enforced according to the laws of the Commonwealth of Kentucky without regard to principles of conflicts of law to the extent not otherwise preempted by ERISA.
 
11.13           Erroneous Payment.  Any amount paid under this Plan in error to a Participant or to a Participant's Beneficiary shall be returned to the Employer. A payment made in error does not create on the part of the recipient a legally binding right to such payment.
 

[signature page immediately follows]

 
 
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IN WITNESS WHEREOF, Ashland Inc. has caused its duly authorized representative to execute the Plan, this 18th day of  May, 2015.
 

 

  ASHLAND INC.  
       
 
By:
/s/  Susan B. Esler  
  Print Name: Susan B. Esler  
  Title: Chief Human Resources and Communications Officer  
       
 
 
7390181v5
 
 
 
 
 
 
 
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