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-10.8 - DOW CHEMICAL CO /DE/ | ex-1008.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-10.1 - DOW CHEMICAL CO /DE/ | ex-1001.htm |
| EXHIBIT 10.11 |
STOCK
APPRECIATION RIGHTS AGREEMENT RELATING TO A STOCK OPTION GRANTED UNDER THE DOW
CHEMICAL COMPANY 1988 AWARD AND OPTION PLAN
The Dow
Chemical Company (“the Company” or “Dow”) has delivered to you prospectus
material pertaining to shares of Dow 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, as the Plan may be amended from time to time, 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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Subject
to the vesting and exercise periods specified on the accompanying award
letter to this Agreement and the conditions described below, this
Agreement grants you the right to receive cash payment based on the
appreciation between the exercise price of ______ and the Fair Market
Value of the Common Stock of the Company (“SAR”). Upon
exercise of the SAR, the related Option shall be canceled automatically to
the extent of the number of shares covered by such exercise. Conversely,
if the related Option is exercised, the related SAR shall be cancelled
automatically to the extent of the number of shares covered by the Option
exercise.
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3.
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Notice
of the exercise of this SAR in whole or in part shall be made to Morgan
Stanley Smith Barney via on-line trading, or Customer Service. Prior to
notice of such exercise, 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 the exercise of this SAR 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 and 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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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, disability or retirement, or Special Separation
Situation. In the event of your death, disability, or retirement while
employed by a Dow Company, this Agreement shall, except as provided below,
terminate upon the earlier of (a) five years after your death, disability
or retirement or (b) the original expiration date of this Agreement as
specified on the attachments to this Agreement. In the event of your
retirement, disability or death, your current year’s SAR will be prorated
based on the time period worked during the year. 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. For purposes of this
Agreement, “retirement” is defined in your home country retirement policy
in effect at the inception of this Agreement You shall be considered to be
disabled for 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
vesting period of SARs under this
Agreement.
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5.
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A
“Special Separation Situation” is defined as a situation in which (a) a
Dow Company terminates your employment by employer action for a reason
that qualifies you for a severance benefit (which includes the Special
Stock Treatment described in this section 5) under a severance plan
sponsored by a Dow Company, and (i) you fulfill the requirements of the
severance plan in order to qualify for payment of the severance benefit,
and (ii) you and the Dow Company sign a Release that provides for the
Special Stock Treatment described in this section 5; or (b) a Dow Company
terminates your employment by employer action, and: i) you do not qualify
for a severance benefit under a severance plan sponsored by the Dow
Company under the circumstances specified in paragraph 5a, and ii) the
reason for termination was not because of the violation of an employer
rule, or a law, regulation or other such government requirement, or
dishonesty or theft, or because you engaged in activity harmful to the
interests of, or in competition with, a Dow Company, and iii) you and the
Dow Company sign a Release that provides for the Special Stock Treatment
described in this section 5. If your employment is terminated under a
Special Separation Situation, then your Award shall receive Special Stock
Treatment. Special
Stock Treatment means that with respect to any unexpired, unexercised
portion of the SAR under this Agreement, the time period for vesting and
exercise will continue for one year from the effective date of termination
of employment, but not to exceed the original expiration date of the
grant.
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6.
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If
(a) you exercise any portion of this SAR prior to the expiration date of
this SAR, and (b) you leave the employment of a Dow Company within one
year after such exercise for any reason except death, disability or
retirement, then any excess of the Fair Market Value over the Valuation
Price on the date of exercise shall be paid by you to the Company. You may
be released from this obligation to pay the Company only if the
Compensation Committee (or its duly appointed agent or agents) determines
in its or their sole judgment that such action is in the best interests of
a Dow Company.
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7.
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Your
right to exercise this SAR 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 the
SAR shall therefore be forfeited. Your right to exercise such SAR 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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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 you exercise any portion of this SAR you engage
in any act of Unfair Competition, you shall promptly pay to the Company
any excess of the Fair Market Value over the exercise price on the date of
exercise. 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 SARs credited
to your account and the Option price on the books of the Company as deemed
appropriate, provided that any adjustment to a SAR shall be made in a
manner that will not result in the grant of a new SAR under Code Section
409A.
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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 Stock Appreciation Rights 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. Subject to earlier termination by operation of
another term or condition of this Agreement or the Plan, this Agreement
expires when the SAR granted under this Agreement or underlying Option
corresponding to this SAR has been exercised or on the expiration date
outlined in the letter attached to this Agreement, whichever date is
earlier. 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 SAR will not
receive additional cash or non-cash compensation in lieu of the
SAR.
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12.
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Upon
the occurrence of a Change of Control as defined in the Plan, your right
to receive the number of SARS credited to your account under this
Agreement shall not be forfeitable under any circumstances. If
you also experience an involuntary Separation from Service from Dow or an
affiliate thereof within two years following a Change of Control, the
Company shall deliver the SARs to you on the 30th day following such
Separation from Service.
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