Attached files
| file | filename |
|---|---|
| 8-K - DOW CHEMICAL CO /DE/ | dow8k20100218.htm |
| EX-10.3 - DOW CHEMICAL CO /DE/ | ex-1003.htm |
| EX-10.5 - DOW CHEMICAL CO /DE/ | ex-1005.htm |
| EX-10.10 - DOW CHEMICAL CO /DE/ | ex-1010.htm |
| EX-10.9 - DOW CHEMICAL CO /DE/ | ex-1009.htm |
| EX-10.4 - DOW CHEMICAL CO /DE/ | ex-1004.htm |
| EX-10.6 - DOW CHEMICAL CO /DE/ | ex-1006.htm |
| EX-10.2 - DOW CHEMICAL CO /DE/ | ex-1002.htm |
| EX-10.7 - DOW CHEMICAL CO /DE/ | ex-1007.htm |
| EX-10.11 - DOW CHEMICAL CO /DE/ | ex-1011.htm |
| EX-10.1 - DOW CHEMICAL CO /DE/ | ex-1001.htm |
| EXHIBIT 10.8 |
SPECIAL
DEFERRED STOCK AGREEMENT PURSUANT TO THE DOW CHEMICAL COMPANY 1988 AWARD AND
OPTION PLAN
The Dow
Chemical Company (“the Company”) has delivered to you prospectus material
pertaining to the shares of Common Stock covered by The Dow Chemical Company
1988 Award and Option Plan (“the Plan”). This instrument is referred to herein
as “this Agreement”. Terms that are used herein and defined in the Plan are used
as defined in the Plan. THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.
TERMS AND
CONDITIONS
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1.
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This
Agreement is in all respects subject to the provisions of the Plan, as the
Plan may be amended from time to time. The Plan is incorporated by
reference. In the event of any conflict between this Agreement and the
Plan, the provisions of the Plan shall govern and this Agreement shall be
deemed to be modified accordingly.
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2.
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The
deferral period of this Agreement shall be from _____ until
_____. Issuance and delivery of the shares of Deferred Stock
credited to your account on the books of the Company hereunder shall be
deferred until _____ and shall be subject to the conditions described
below. The shares will be released into your account at the end of the
deferral period. Prior to such issuance and delivery you shall
have no rights as a stockholder with respect to the shares of Deferred
Stock credited to your account under this Agreement. In each year prior to
issuance and delivery, you (or your successors) shall make arrangements
satisfactory to the Compensation Committee for the payment of any taxes
required to be withheld in connection with your right to shares of
Deferred Stock under all applicable laws and regulations of any
governmental authority, whether federal, state or local and whether
domestic or foreign. The Company and its Subsidiaries or Affiliates
(collectively and individually a “Dow Company”) and their directors,
officers, employees, or agents shall not be liable for any delay in
issuance or receipt of any shares pursuant to this
Agreement.
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3.
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For
each Dow Common Stock dividend record date during the period while shares
of Deferred Stock remain credited to your account on the books of the
Company and before their issuance and delivery to you, the Company shall
pay to you as additional compensation a sum of money equal to the amount
which you would have received in dividends if the shares of Deferred Stock
credited to your account had been issued and delivered to you (the
“Dividend Equivalents”). Awardees regularly paid compensation by a Dow
Company in other than U.S. dollars will receive such payment of Dividend
Equivalents converted from U.S. dollars at the Dow inter-company trading
rate in effect at the time of delivery. Such Dividend Equivalents shall be
paid to you on the date the dividend was paid to shareholders of the
Company’s common stock.
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4.
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This
Agreement shall terminate and your rights under this Agreement shall be
forfeited if your employment with any Dow Company is terminated for any
reason other than death or disability. Such forfeiture includes forfeiture
if you retire or otherwise leave the Company voluntarily. The
Compensation Committee and Chief Executive Officer have the authority,
however, to provide for the continuation of such rights in whole or in
part despite such a termination and forfeiture whenever, in their sole
judgment, it is determined that such continuation is in the best interests
of the Company. If you take a leave of absence from a Dow
Company, for any reason, your award under this Agreement will be subject
to the leave of absence policy established by the Compensation Committee
for Plan awards. You shall be considered to be disabled for the
purposes of this Agreement in the event you, by reason of any medically
determinable physical or mental impairment which can be expected to result
in death or which can be expected to last for a continuous period of not
less than 12 months, are receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan or
arrangement covering employees of the Company. Your death or
disability shall not accelerate the time of payment of Deferred Stock
under this Agreement.
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5.
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The
Company is under no obligation to grant you the right to receive any cash
payment under any law, federal, local, domestic or
foreign.
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6.
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Your
right to future issuance and delivery of Deferred Stock may not be sold,
pledged, or otherwise transferred (except as hereinafter provided) and any
attempt to sell, pledge, assign or otherwise transfer shall be void and
your rights to Deferred Stock shall therefore be forfeited. Your right to
such future issuance and delivery shall, however, be transferable by will
or pursuant to the laws of descent and distribution or you may make a
written designation of a beneficiary on the form prescribed by the
Company, which beneficiary (if any) shall succeed to your rights under
this Agreement in the event of your
death.
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7.
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Upon
the occurrence of a Change of Control as defined in the Plan, your right
to receive the number of shares of Deferred Stock credited to your account
under this Agreement shall not be forfeitable under any circumstances, and
your
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137
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Deferred
Shares will generally continue to be delivered based on the original
deferral period schedule. If you also experience involuntary Separation
from Service from Dow or an affiliate thereof within two years following a
Change of Control and prior to the Payment Date, the Company shall deliver
these shares to you on the 30th
day following such Separation from
Service.
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8.
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If
at any time during the term of this Agreement you engage in any act of
Unfair Competition (as defined below), this Agreement shall terminate
effective on the date on which you enter into such act of Unfair
Competition, unless terminated sooner by operation of another term or
condition of this Agreement or the Plan. In addition, if at any time
within three years after issuance and delivery of this Deferred Stock you
engage in any act of Unfair Competition, you shall promptly pay to the
Company the Fair Market Value of Shares Earned and Dividend Equivalents
paid. The Compensation Committee shall, in its sole discretion, determine
when any act of Unfair Competition has occurred, and the determination of
the Compensation Committee shall be final and binding as to all parties.
For purposes of this Agreement, the term “Unfair Competition” shall mean
and include activity on your part that is in competition with a Dow
Company or is or may be harmful to the interests of a Dow Company,
including but not limited to conduct related to your employment for which
either criminal or civil penalties against you may be sought, or your
acceptance of employment with an employer that is in competition with a
Dow Company.
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9.
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In
the event that additional shares of Common Stock of the Company are issued
pursuant to a stock split or a stock dividend, the Board of Directors
shall make appropriate adjustments in the number and kind of Deferred
Stock credited to your account on the books of the Company as deemed
appropriate.
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10.
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Nothing
contained in this Agreement shall confer or be deemed to confer upon you
any right with respect to continuance of employment by a Dow Company, nor
interfere in any way with the right of a Dow Company to terminate your
employment at any time with or without assigning a reason
therefore.
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11.
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This
instrument shall constitute a Deferred Stock Agreement between the Company
and you, and this Agreement shall be deemed to have been made on _____. To
the extent that federal laws do not otherwise control, this Agreement
shall be governed by the laws of the state of Delaware and construed
accordingly. You may choose to reject this award by written notice
delivered to the Compensation Committee of the Company within ninety days
of your receipt of this instrument. Individuals who reject this Deferred
Stock will not receive additional cash or non-cash compensation in lieu of
the Deferred Stock.
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