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PPG Industries Inc – ‘10-K’ for 12/31/18 – ‘EX-10.29’

On:  Thursday, 2/21/19, at 11:53am ET   ·   For:  12/31/18   ·   Accession #:  79879-19-8   ·   File #:  1-01687

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/21/19  PPG Industries Inc                10-K       12/31/18  125:21M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.34M 
 2: EX-10.29    Material Contract                                   HTML     79K 
 3: EX-10.30    Material Contract                                   HTML     78K 
 4: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     49K 
 5: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     54K 
 6: EX-21       Subsidiaries List                                   HTML     95K 
 7: EX-23       Consent of Experts or Counsel                       HTML     35K 
 8: EX-24       Power of Attorney                                   HTML     54K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     42K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     42K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     36K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
19: R1          Document and Entity Information                     HTML     70K 
20: R2          Consolidated Statement of Income                    HTML    148K 
21: R3          Consolidated Statement of Comprehensive Income      HTML     69K 
22: R4          Consolidated Balance Sheet                          HTML    140K 
23: R5          Consolidated Statement of Shareholders' Equity      HTML     82K 
24: R6          Consolidated Statement of Cash Flows                HTML    191K 
25: R7          Summary of Significant Accounting Policies          HTML    126K 
26: R8          Acquisitions and Dispositions                       HTML     83K 
27: R9          Revenue Recognition                                 HTML    101K 
28: R10         Working Capital Detail                              HTML     76K 
29: R11         Property, Plant and Equipment                       HTML     59K 
30: R12         Investments                                         HTML     49K 
31: R13         Goodwill and Other Identifiable Intangible Assets   HTML    100K 
32: R14         Business Restructuring                              HTML     85K 
33: R15         Borrowings and Lines of Credit                      HTML    120K 
34: R16         Financial Instruments, Hedging Activities and Fair  HTML    210K 
                Value Measurements                                               
35: R17         Earnings Per Common Share                           HTML     78K 
36: R18         Income Taxes                                        HTML    190K 
37: R19         Employee Benefit Plans                              HTML    497K 
38: R20         Commitments and Contingent Liabilities              HTML    133K 
39: R21         Shareholders' Equity                                HTML     64K 
40: R22         Accumulated Other Comprehensive Loss                HTML    107K 
41: R23         Other Income                                        HTML     58K 
42: R24         Stock-Based Compensation                            HTML    132K 
43: R25         Quarterly Financial Information (Unaudited)         HTML    126K 
44: R26         Reportable Business Segment Information             HTML    225K 
45: R27         Schedule II - Valuation and Qualifying Accounts     HTML     51K 
46: R28         Summary of Significant Accounting Policies          HTML    242K 
                (Policies)                                                       
47: R29         Summary of Significant Accounting Policies          HTML    111K 
                (Tables)                                                         
48: R30         Acquisitions and Dispositions (Tables)              HTML     75K 
49: R31         Revenue Recognition (Tables)                        HTML    136K 
50: R32         Working Capital Detail (Tables)                     HTML     76K 
51: R33         Property, Plant and Equipment (Tables)              HTML     60K 
52: R34         Investments (Tables)                                HTML     45K 
53: R35         Goodwill and Other Identifiable Intangible Assets   HTML    104K 
                (Tables)                                                         
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55: R37         Borrowings and Lines of Credit (Tables)             HTML    105K 
56: R38         Financial Instruments, Hedging Activities and Fair  HTML    194K 
                Value Measurements (Tables)                                      
57: R39         Earnings Per Common Share (Tables)                  HTML     78K 
58: R40         Income Taxes (Tables)                               HTML    186K 
59: R41         Employee Benefit Plans (Tables)                     HTML    458K 
60: R42         Commitments and Contingent Liabilities (Tables)     HTML    106K 
61: R43         Shareholders' Equity (Tables)                       HTML     61K 
62: R44         Accumulated Other Comprehensive Loss (Tables)       HTML    107K 
63: R45         Other Income (Tables)                               HTML     56K 
64: R46         Stock-Based Compensation (Tables)                   HTML    129K 
65: R47         Quarterly Financial Information (Tables)            HTML    126K 
66: R48         Reportable Business Segment Information (Tables)    HTML    221K 
67: R49         Summary of Significant Accounting Policies          HTML     99K 
                (Additional Information) (Detail)                                
68: R50         Acquisitions and Dispositions (Acquistions)         HTML     75K 
                (Detail)                                                         
69: R51         Revenue Recognition - Schedule Of Revenue By        HTML     83K 
                Revenue Source (Details)                                         
70: R52         Acquisitions and Dispositions (Summary of Purchase  HTML     64K 
                Price Allocations) (Details)                                     
71: R53         Revenue Recognition - Consolidated STatements of    HTML     67K 
                Operations (Details)                                             
72: R54         Acquisitions and Dispositions Divestitures          HTML    122K 
                (Details)                                                        
73: R55         Working Capital Detail (Detail)                     HTML     77K 
74: R56         Working Capital Detail (Additional Information)     HTML     43K 
                (Detail)                                                         
75: R57         Property, Plant and Equipment (Detail)              HTML     72K 
76: R58         Investments (Detail)                                HTML     44K 
77: R59         Investments (Additional Information) (Detail)       HTML     51K 
78: R60         Goodwill and Other Identifiable Intangible Assets   HTML     50K 
                (Carrying Amount of Goodwill Attributable to Each                
                Reportable Segment) (Detail)                                     
79: R61         Goodwill and Other Identifiable Intangible Assets   HTML     81K 
                (Identifiable Intangible Assets with Finite Lives)               
                (Detail)                                                         
80: R62         Business Restructuring (Additional Information)     HTML    112K 
                (Detail)                                                         
81: R63         Borrowings and Lines of Credit (Long-term Debt      HTML    138K 
                Obligations) (Details)                                           
82: R64         Borrowings and Lines of Credit (Long-term Debt      HTML     52K 
                Maturities) (Details)                                            
83: R65         Borrowings and Lines of Credit (Short-term Debt     HTML     40K 
                Outstanding) (Detail)                                            
84: R66         Borrowings and Lines of Credit (Minimum Lease)      HTML     52K 
                (Details)                                                        
85: R67         Borrowings and Lines of Credit (Additional          HTML    151K 
                Information) (Details)                                           
86: R68         Financial Instruments, Hedging Activities and Fair  HTML     87K 
                Value Measurements (Additional Information)                      
                (Detail)                                                         
87: R69         Financial Instruments, Hedging Activities and Fair  HTML     66K 
                Value Measurements (Fair Value, Cash Flow and Net                
                Investment Hedges) (Detail)                                      
88: R70         Financial Instruments, Hedging Activities and Fair  HTML     67K 
                Value Measurements (Assets and Liabilities                       
                Reported at Fair Value on a Recurring Basis)                     
                (Detail)                                                         
89: R71         Financial Instruments, Hedging Activities and Fair  HTML     52K 
                Value Measurements (Fair Value Additional                        
                Information) (Detail)                                            
90: R72         Earnings Per Common Share (Additional Detail)       HTML    111K 
                (Detail)                                                         
91: R73         Income Taxes (Additional Information) (Detail)      HTML     83K 
92: R74         Income Taxes (Components of Income Tax Expense)     HTML     66K 
                (Detail)                                                         
93: R75         Income Taxes (Reconciliation of Statutory U.S.      HTML     71K 
                Corporate Federal Income Tax Rate to Effective                   
                Income Tax Rate) (Detail)                                        
94: R76         Income Taxes (Net Deferred Income Tax Assets and    HTML    106K 
                Liabilities) (Detail)                                            
95: R77         Income Taxes (Unrecognized Tax Benefits) (Detail)   HTML     58K 
96: R78         Employee Benefit Plans (Additional Information)     HTML    246K 
                (Detail)                                                         
97: R79         Employee Benefit Plans (Changes in Projected        HTML    156K 
                Benefit Obligations, Plan Assets and Funded                      
                Status) (Detail)                                                 
98: R80         Employee Benefit Plans (Accumulated Other           HTML     48K 
                Comprehensive Loss Pretax Amounts Not Yet                        
                Reflected in Net Periodic Benefit Cost) (Details)                
99: R81         Employee Benefit Plans (Change in Accumulated       HTML     66K 
                Other Comprehensive Loss (Pretax) Relating to                    
                Defined Benefit Pension and Other Postretirement                 
                Benefits) (Detail)                                               
100: R82         Employee Benefit Plans (Net Periodic Benefit        HTML     62K  
                Costs) (Detail)                                                  
101: R83         Employee Benefit Plans (Weighted Average            HTML     50K  
                Assumptions Used to Determine Benefit Obligation                 
                for Defined Benefit Pension and Other                            
                Postretirement Plans) (Detail)                                   
102: R84         Employee Benefit Plans (Weighted Average            HTML     48K  
                Assumptions Used to Determine Net Periodic Benefit               
                Cost for Defined Benefit Pension and Other                       
                Postretirement Plans) (Detail)                                   
103: R85         Employee Benefit Plans (Weighted Average Target     HTML     51K  
                Pension Plan Asset Allocations) (Detail)                         
104: R86         Employee Benefit Plans (Fair Values of the          HTML    120K  
                Company's Pension Plan Assets by Asset Category)                 
                (Detail)                                                         
105: R87         Employee Benefit Plans (Change in Fair Value of     HTML     64K  
                Company's Level 3 Pension Assets) (Detail)                       
106: R88         Employee Benefit Plans (Employee Savings Plan)      HTML     45K  
                (Details)                                                        
107: R89         Commitments and Contingent Liabilities (Litigation  HTML    111K  
                Settlements Disclosure) (Detail)                                 
108: R90         Commitments and Contingent Liabilities (Additional  HTML     92K  
                Information) (Detail)                                            
109: R91         Shareholders' Equity (Summary of Shares             HTML     63K  
                Outstanding) (Detail)                                            
110: R92         Accumulated Other Comprehensive Loss (Detail)       HTML     88K  
111: R93         Accumulated Other Comprehensive Loss (Additional    HTML     47K  
                Information) (Detail)                                            
112: R94         Other Income (Detail)                               HTML     56K  
113: R95         Stock-Based Compensation (Additional Information)   HTML     94K  
                (Detail)                                                         
114: R96         Stock-Based Compensation (Weighted Average          HTML     48K  
                Assumptions Used in Calculating Fair Value of                    
                Stock Option) (Details)                                          
115: R97         Stock-Based Compensation (Stock Options             HTML     91K  
                Outstanding, Exercisable and Activity) (Detail)                  
116: R98         Stock-Based Compensation (Stock Option Activity)    HTML     45K  
                (Details)                                                        
117: R99         Stock-Based Compensation (RSU Activity) (Details)   HTML     69K  
118: R100        Quarterly Financial Information Quarterly           HTML     94K  
                Financial Information (Unaudited) (Details)                      
119: R101        Reportable Business Segment Information             HTML     38K  
                (Reportable Segment Information) (Detail)                        
120: R102        Reportable Business Segment Information             HTML    138K  
                (Reportable Segment Tables) (Detail)                             
121: R103        Reportable Business Segment Information             HTML     65K  
                (Geographic Information) (Detail)                                
122: R104        Schedule II - Valuation and Qualifying Accounts     HTML     45K  
                (Detail)                                                         
124: XML         IDEA XML File -- Filing Summary                      XML    221K  
123: EXCEL       IDEA Workbook of Financial Reports                  XLSX    171K  
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‘EX-10.29’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  
Exhibit 10.29















PPG INDUSTRIES, INC.
INCENTIVE COMPENSATION PLAN
FOR KEY EMPLOYEES























Effective: February 15, 1995
As Amended 4/17/1996; 2/18/98; 1/1/1999; 4/19/2000; 2/15/2006; 4/20/2006
As Further Amended January 1, 2019
301968793 v



Table of Contents
Section I - Definitions......................................................................................................................1
Section II - Eligibility and Awards...................................................................................................3
Section III - Specific Provisions Related to Benefits.......................................................................4
Section IV - Administration and Claims..........................................................................................5
Section V - Amendment and Termination........................................................................................6
Section VI - Miscellaneous..............................................................................................................7





INTRODUCTION
This PPG Industries, Inc. Incentive Compensation Plan for Key Employees (this “Plan”) is an amendment and restatement of the PPG Industries, Inc. Incentive Compensation and Deferred Income Plan for Key Employees, originally effective February 15, 1995, as previously amended and in effect on April 19, 2006 (the “Prior Plan”). This amended and restated Plan applies to Awards that become vested or are paid on or after January 1, 2005. All such Awards shall be paid in accordance with the terms of this amended and restated Plan. The Prior Plan applies to all Awards that were vested and paid prior to January 1, 2005. This amendment and restatement of the Plan is effective as of January 1, 2019. Prior to the date on which the shareholders of the Company approve the PPG Industries, Inc. Omnibus Incentive Plan, Awards may be paid under this amended and restated Plan in the form of Common Stock of the Company in accordance with the terms of the Prior Plan (without regard to the deferral provisions thereof).
Section I - DEFINITIONS
1.1
Administrator means an officer or officers of the Company appointed by the Committee, and any persons designated by such Administrator to assist in the administration of the Plan.
1.2
Award means a grant of incentive compensation under the Plan.
1.3
Board means the Board of Directors of PPG Industries, Inc.
1.4
Change in Control means, and shall be deemed to have occurred upon the occurrence of, any one of the following events:
(a)
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d‑3 promulgated under the Exchange Act) of 20% or more of either (1) the then issued and outstanding shares of the Company’s voting common stock (“Outstanding Common Stock”) or (2) the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board (“Outstanding Voting Securities”); provided that, for purposes of this Section 1.4(a), a Change of Control shall not include (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (4) any acquisition by any corporation pursuant to a transaction that complies with Sections 1.4(c)(1), 1.4(c)(2) and 1.4(c)(3).
(b)
Individuals who, as of April 20, 2006 (the “Reference Date”), constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Incumbent Board; provided, however, that any individual becoming a director subsequent to the Reference Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such

- Page 1 -



individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board.
(c)
Approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination:
(1)
All or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be;
(2)
No Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination; and
(3)
At least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or at the time of the action taken by the Incumbent Board approving such Business Combination.
(d)
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
(e)
A majority of the Incumbent Board otherwise determines that a Change in Control has occurred.
1.5
Code means the Internal Revenue Code of 1986, as amended.

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1.6
Committee means the Compensation and Employee Benefits Committee of the Company (or any successor thereto).
1.7
Company means PPG Industries, Inc.
1.8
Corporation means the Company and any Subsidiary designated by the Committee as eligible to participate in the Plan, and which, by proper authorization of the Board or other governing body of such Subsidiary, elects to participate in the Plan.
1.9
Disability means any disability for which a Participant is approved to receive Long‑Term Disability benefits pursuant to the PPG Industries, Inc. Long‑Term Disability Plan or other long‑term disability plan sponsored by the Corporation.
1.10
Employee means any full‑time or permanent part‑time employee (including any officer) of the Corporation.
1.11
Participant means an Employee who is approved by the Committee to participate in the Plan. Participants shall be limited to key Employees of the Corporation who contribute the most to the growth and profitability of the Company as determined by the Committee from time to time.
1.12
Plan Year means each calendar year.
1.13
Subsidiary means any corporation of which 50% or more of the outstanding voting stock or voting power is owned, directly or indirectly, by the Company and any partnership or other entity in which the Company has a 50% or more ownership interest.
Section II - ELIGIBILITY AND AWARDS
2.1
Eligibility
(a)
A Participant whose employment is terminated prior to July 1 by reason of retirement, job elimination, Disability or death shall not be entitled to any Award for such Plan Year.
(b)
A Participant whose employment is terminated on or after July 1 by reason of retirement, job elimination, Disability or death may be entitled to a prorated Award for such Plan Year as determined by the Committee in its sole and absolute discretion.
(c)
A Participant who is transferred to a position that is not covered by the Plan may be entitled to a prorated Award based on the transfer date for such Plan Year.
(d)
A Participant whose employment is terminated during the Plan Year for reasons other than retirement, job elimination, Disability or death shall not be eligible to receive an Award for such Plan Year regardless of the date of such termination during such Plan Year.

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(e)
If the employment of a Participant terminates after the last day of a Plan Year and before the date on which payment of the Award for such Plan Year is to be made for reasons other than retirement, job elimination, Disability or death, no Award shall be paid to such Participant for such Plan Year and, in such event, such Participant shall have no right to any payment with respect to such Award.
2.2
Awards
(a)
The Committee shall determine or approve (1) the Participants, (2) the total amount of all Awards to all Participants for each Plan Year, (3) the amount of the Award to each Participant and (4) the methodology for determining Award amounts.
(b)
The Committee may delegate to another person the authority to determine (1) the Participants and (2) the amount of Awards to each Participant.
(c)
The Committee is under no obligation to make Awards to any particular individual or class of individuals, and the grant of an Award to a Participant in any given Plan Year shall not entitle such Participant to a grant in any other Plan Year or to continued employment by the Corporation.
2.3
Payment of Awards
Awards to Participants shall be made only in the form of cash. Payment of Awards shall be made to Participants not later than March 15 of the Plan Year following the end of the Plan Year to which the Awards relate, except that a Participant may defer the date of payment of an Award pursuant to the terms of the PPG Industries, Inc. Deferred Compensation Plan, as amended from time to time or any successor thereto.
Section III - SPECIFIC PROVISIONS RELATED TO BENEFITS
3.1
Nonassignability
Except as provided in Section 3.2, no person shall have any power to encumber, sell, alienate or otherwise dispose of his/her interest under the Plan prior to actual payment to and receipt thereof by such person; nor shall the Administrator recognize any assignment in derogation of the foregoing. No interest under the Plan of any person shall be subject to attachment, execution, garnishment or any other legal, equitable or other process.
3.2
Limited Right to Assets of the Corporation
The amounts paid under the Plan shall be paid from the general funds of the Company, and the Participants shall be no more than unsecured general creditors of the Company with no special or prior right to any assets of the Company for payment of any obligations under the Plan.

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3.3
Protective Provisions
The Participant shall cooperate with the Administrator by furnishing any and all information requested by the Administrator in order to facilitate the payment of amounts under the Plan. If a Participant refuses to cooperate, he/she may be deemed ineligible to receive a distribution or ineligible to continue to actively participate in the Plan.
3.4
Withholding
The Participant shall make appropriate arrangements with the Administrator for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to the payment of amounts under the Plan. If no other arrangements are made, the Administrator may provide for such withholding and tax payments by any means he/she deems appropriate, in his/her sole discretion.
3.5
Forfeiture Provision
If the Committee becomes aware that a Participant is engaged or employed as a business owner, employee or consultant in any activity that is in competition with any line of business of the Corporation, or has engaged in any activity otherwise determined to be detrimental to the Corporation, the Administrative Subcommittee may terminate such Participant’s participation in the Plan and apply any diminution or forfeiture of amounts that is specifically approved by the Administrative Subcommittee.
For purposes of this Section 3.5, the Administrative Subcommittee shall consist of the senior human resources officer of the Corporation, the employee responsible for the compensation function of the Corporation and a representative of the Law Department, as appointed by the General Counsel of the Company, or, if not so appointed, the General Counsel of the Company. The Administrative Subcommittee shall report all of its activities to the Committee.
Section IV - ADMINISTRATION AND CLAIMS
4.1
Administration
(a)
The Committee, for purposes of administering the Plan, shall meet and act as necessary to determine or approve for each Plan Year, the total amount of Awards to all Participants and the amount of Awards to Participants as the Committee deems appropriate.
(b)
Except as otherwise provided in the Plan, the Administrator shall administer the Plan and interpret, construe and apply its provisions in accordance with its terms and shall have the complete authority to (1) determine eligibility for benefits, (2) construe the terms of the Plan and (3) control and manage the operation of the Plan.

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(c)
Except as otherwise provided in the Plan, the Administrator shall have the authority to establish rules for the administration and interpretation of the Plan and the transaction of its business. The determination of the Administrator as to any disputed question, including questions of fact, shall be conclusive.
(d)
The Administrator may employ counsel and other agents and may procure such clerical, accounting and other services as the Administrator may require in carrying out the provisions of the Plan.
(e)
The Administrator shall not receive any compensation from the Plan for his/her services.
(f)
The Corporation shall indemnify and save harmless the Administrator against all expenses and liabilities arising out of the Administrator’s service as such, excepting only expenses and liabilities arising from the Administrator’s own gross negligence or willful misconduct, as determined by the Committee.
4.2
Claims
(a)
Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally and physically competent and of age. If the Administrator determines that such person is mentally or physically incompetent or is a minor, payment shall be made to the legally appointed guardian, conservator or other person who has been appointed by a court of competent jurisdiction to care for the estate of such person, provided that proper proof of such appointment is furnished in a form and manner suitable to the Administrator. Any payment made in accordance with this Section 4.2(a) shall be a complete discharge of any liability therefore under the Plan. The Administrator shall not be required to see to the proper application of any such payment.
(b)
A Participant may not bring a claim for benefits in a court of law unless and until such Participant has made a claim for benefits with the Administrator, in accordance with procedures as the Administrator shall determine from time to time and, if such claim is denied, filed a request for a review of such denial with the Administrator, and such review is denied. The Participant or his authorized representative shall be afforded a reasonable opportunity for full and fair review by the Administrator of the decision denying his or her claim for benefits.
Section V - AMENDMENT AND TERMINATION
The Committee may amend the Plan, in whole or in part, or terminate the Plan at any time. The Company’s power to amend or terminate the Plan shall be exercisable by the Committee or by any individual authorized by the Committee to exercise such powers.

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Section VI - MISCELLANEOUS
6.1
Successors of the Company
The rights and obligations of the Company under the Plan shall inure to the benefit of, and shall be binding on, the successors and assigns of the Company.
6.2
Trust
The Company shall be responsible for the payment of all amounts under the Plan. At its discretion, the Company may establish one or more grantor trusts for the purpose of providing for payment of amounts under the Plan. Such trusts may be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors. Amounts paid to the Participant from any such trust shall be considered paid by the Company for purposes of meeting the obligations of the Company under the Plan.
6.3
Employment Not Guaranteed
Nothing contained in the Plan nor any action taken under the Plan shall be construed as a contract of employment or as giving any Participant any right to continued employment with the Corporation.
6.4
Gender, Singular and Plural
All pronouns and variations thereof shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person requires. As the context may require, the singular may be read as the plural and the plural as the singular.
6.5
Headings
The headings of the sections, subsections and paragraphs of the Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
6.6
Validity
If any provision of the Plan is held invalid, void or unenforceable, the same shall not affect, in any respect, the validity of any other provisions of the Plan.
6.7
Waiver of Breach
The waiver by the Company of any breach of any provision of the Plan by a Participant or a Participant’s beneficiary shall not operate or be construed as a waiver of any subsequent breach.
6.8
Applicable Law
The Plan shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania.

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6.9
Notice
Any notice required or permitted to be given to the Administrator under the Plan shall be sufficient if in writing and either hand‑delivered or sent by first class mail to the principal office of the Company at One PPG Place, Pittsburgh, PA 15272, directed to the attention of the Administrator. Such notice shall be deemed given as of the date of delivery.
6.10
Interpretation
It is intended that the Awards under the Plan qualify as short‑term deferrals exempt from the requirements of Section 409A of the Code. If any Award does not qualify for treatment as an exempt short‑term deferral, it is intended that such amount shall be paid in a manner that satisfies the requirements of Section 409A of the Code. The Plan shall be interpreted and construed accordingly.
6.11
Change in Control
(a)
Upon, or in reasonable anticipation of, a Change in Control:
(1)
Awards shall be made for the Plan Year during which the Change in Control occurs and then paid immediately to a trustee on such terms as the senior human resources officer of the Corporation and the senior finance officer of the Corporation, or either of them, or their successors, shall deem appropriate (including such terms as are appropriate to cause such payment, if possible, not to be a taxable event to Participants) in order to cause the Awards so paid to be paid not later than March 15 following the end of the Plan Year to which the Awards relate.
(2)
If the Change in Control occurs during the first six months of the Plan Year, the amount of the Award payable to each Participant shall be one‑half of the greater of (1) the target Award for such Plan Year or (2) the actual Award payable for such Plan Year, based on the methodology established by the Committee with respect to such Award. If the Change in Control occurs during the second six months of the Plan Year, the amount of the Award payable to each Participant shall be the greater of (1) the target Award for such Plan Year or (2) the actual Award payable for such Plan Year, based on the methodology established by the Committee with respect to such Award.
(b)
Notwithstanding any other provision of this Section 6.11, if an Award actually payable for such Plan Year (based on the methodology established by the Committee with respect to such Award) is greater than the Award made pursuant to this Section 6.11, the Participant shall be entitled to the greater of the two amounts.


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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/21/19
1/1/19
For Period end:12/31/1811-K,  4,  SD
4/20/064,  8-K,  8-K/A,  DEF 14A
4/19/06
1/1/05
2/15/95
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  PPG Industries Inc.               10-K       12/31/23  135:17M
 2/16/23  PPG Industries Inc.               10-K       12/31/22  129:18M
 2/17/22  PPG Industries Inc.               10-K       12/31/21  125:18M
 2/18/21  PPG Industries Inc.               10-K       12/31/20  133:19M
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