DEFERRED STOCK UNITS AGREEMENT PURSUANT TO THE DOW CHEMICAL COMPANY
| EXHIBIT 10.7 |
DEFERRED
STOCK UNITS 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, 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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The
term of this Agreement shall be from _____ until _____. For each Dow
Common Stock dividend record date occurring during the term of this
Agreement, each Deferred Stock Unit credited to your account under this
Agreement shall entitle you to receive cash payments from the Company
equivalent in value to the dividend paid upon the same number of shares of
Dow Common Stock. 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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3.
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During
the term of this Agreement you shall have no rights as a stockholder with
respect to the Deferred Stock Units on the accompanying award letter. 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 any right to Deferred Stock Units under
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 units pursuant to this
Deferred Stock Units 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 a Special Separation
Situation. In the event of your retirement, disability or death, your
current year’s Deferred Stock Unit grant will be prorated based on the
period of time 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 time
of payment of Deferred Stock Units under this
Agreement.
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5.
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The
Compensation Committee has determined that it is in the best interests of
the Company to waive the forfeiture provision in section 4 in Special
Separation Situations. “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
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Situation,
then your Award shall receive Special Stock Treatment. Special Stock
Treatment means that your Award will be reduced to a number of units
proportionate to the period of time you were employed by the Dow Company
during the deferral period. This proportionally reduced amount shall be
calculated by dividing (x) the period of time between the grant date and
the date of termination of employment by (y) the time period comprised in
the term of the Agreement.
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6.
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Your
right to future payments for the Deferred Stock Units credited to your
account under this Agreement 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 cash
payments for the Deferred Stock Units credited to your account shall
therefore be forfeited. Your right to such future payments 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 Deferred Stock Units credited to your account
under this Agreement shall not be forfeitable under any circumstances, and
your deferred stock units will generally continue to be delivered based on
the original deferral period schedule. If you also experience an
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 units to you on the 30th
day following your 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 expiration of this Agreement you engage in any
act of Unfair Competition, you shall promptly pay to the Company any cash
amount paid to you under this Agreement. 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 Units 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 Unit 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 Agreement will not receive additional cash or non-cash compensation
in lieu of the Deferred Stock Unit
payments.
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