UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 21, 2005
THE LUBRIZOL CORPORATION
| Ohio | 1-5263 | 34-0367600 |
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| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 29400 Lakeland Boulevard, Wickliffe, Ohio |
44092-2298 |
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| (Address of principal executive offices) |
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Registrant’s telephone number, including area code: (440) 943-4200
Not Applicable
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. Entry into a Material Definitive Agreement | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| Exhibit 10.1 The Lubrizol Corporation 2005 Stock Incentive Plan, as amended | ||||||||
Item 1.01. Entry into a Material Definitive Agreement
A. On November 15, 2005, the Board of Directors of The Lubrizol Corporation approved the adoption of The Lubrizol Corporation 2005 Stock Incentive Plan. The Lubrizol Corporation 2005 Stock Incentive Plan allows the grants of incentive and nonstatutory stock options, as well as stock appreciation rights and restricted and nonrestricted stock or stock unit awards. Any employee of The Lubrizol Corporation or its subsidiaries may be selected to participate in the plan. In addition, on the day of each Annual Meeting of Shareholders, outside directors are granted $60,000 worth of restricted stock units. The restriction period is one year at which time shares equal to the number of stock units will be issued. The maximum number of shares that may be granted under this plan is 4,000,000 shares, of which no more than 2,000,000 shares may be settled as full-value awards. This plan will only become effective if it is approved by shareholders at the 2005 Annual Shareholder Meeting. If this plan is approved by shareholders, this plan will expire April 1, 2010.
The Lubrizol Corporation 2005 Stock Incentive Plan was filed as Exhibit (10)(w) to The Lubrizol Corporation Form 8-K dated November 15, 2004. On February 21, 2005, the Organization and Compensation Committee of the Board of Directors of The Lubrizol Corporation amended The Lubrizol Corporation 2005 Stock Incentive Plan to provide for an individual limit on the number of shares that can be granted under the Plan during a calendar year and to specify that shares received by the Company as a result of forfeitures, expirations, the use of shares to pay option exercise prices and the withholding of shares to pay the taxes will not be added back the amount of shares that may be granted under the Plan.
The Lubrizol Corporation 2005 Stock Incentive Plan, as amended, is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits. The following exhibit is furnished herewith:
10.1 The Lubrizol Corporation 2005 Stock Incentive Plan, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE LUBRIZOL CORPORATION | |||
Date March 2, 2005 |
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| By: | /s/ Leslie M. Reynolds | ||
| Name: Leslie M. Reynolds | |||
| Title: Corporate Secretary and Counsel | |||
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