Exhibit (10)(xv)

GREAT LAKES CHEMICAL CORPORATION
2002 STOCK OPTION AND INCENTIVE PLAN

1.Plan Purpose.The purpose of the Plan
is to promote the long-term interests of the Company and its shareholders by providing a means for attracting and retaining officers, directors and key employees of the Company and its
Affiliates.

2.    Definitions.The following definitions are applicable to the
Plan:

"Affiliate"means any "parent corporation" or "subsidiary corporation" of the Company as such terms are defined in
Code sections 424(e) and (f), respectively.

"Affiliated SAR"means a SAR that is granted in connection with a related Option, and which automatically will be deemed to be exercised
at the same time that the related Option is exercised. The deemed exercise of an Affiliated SAR will not necessitate a reduction in the number of Shares subject to the related Option.

"Award"means the grant by the Committee of Incentive Stock Options, Non-Qualified Stock Options, SARs, Restricted Shares,
Restricted Share Units, Performance Shares or any combination thereof, as provided in the Plan.

"Award Agreement"means the written agreement setting forth the terms and provisions applicable to each Award granted under the Plan.

"Base Price"means the amount over which the appreciation in value of a Share will be measured upon exercise of a SAR.

"Board"means the Board of Directors of the Company.

"Cause"means (a) a Participant's dishonesty, fraud or misconduct with respect to the business or affairs of the Company or any
Affiliate which materially and adversely affects the operations or reputation of the Company or any Affiliate (monetarily or otherwise); (b) a Participant's conviction of a felony crime or a
crime involving moral turpitude or entry of a plea of nolo contendre thereof; (c) a Participant's violation of the Company's Code of Conduct; or (d) a Participant's violation of the
Company's or an Affiliate's drug and/or alcohol policy.

"Change in Control"means each of the events set forth in any one of the following paragraphs:



---





"Code"means the Internal Revenue Code of 1986, as amended, and its interpretive regulations.

"Committee"means the Committee appointed by the Board pursuant to Section 3 of the Plan.

"Company"means Great Lakes Chemical Corporation, a Delaware corporation.

"Continuous Service"means, in the case of an Employee, the absence of any interruption or termination of service as an Employee of the
Company or an Affiliate; and in the case of an individual who is not an Employee, the absence of any interruption or termination of the service relationship between the individual and the Company or
an Affiliate. Service will not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Company or in the case of a Participant's transfer
between the Company and an Affiliate or any successor to the Company.

"Director"means any individual who is a member of the Board.

"Disability"means total and permanent disability as determined by the Committee pursuant to Code section 22(e)(3).

"EBITDA"means earnings before interest, taxes, depreciation and amortization.

"Employee"means any person, including an officer or Director, who is employed by the Company or any Affiliate.

"Exchange Act"means the Securities Exchange Act of 1934, as amended.

"Exercise Price"means the price per Share at which the Shares subject to an Option may be purchased upon exercise of the Option.

"Freestanding SAR"means a SAR that is granted independently of any Option.

"Incentive Stock Option"means an option to purchase Shares granted by the Committee pursuant to the terms of the Plan that is intended to
qualify under Code section 422.

"Market Value"means the last reported sale price on the last trading date preceding the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any

---

reported sale occurred) of one Share on the New York Stock Exchange, or, if the Shares are not listed on the New York Stock Exchange, on the principal exchange on which the Shares are listed for
trading, or, if the Shares are not listed for trading on any exchange, the average trading price of one Share on the date in question as reported on the Nasdaq National Market or any similar system
then in use, or, if the Shares are not listed on the Nasdaq National Market, the mean between the closing high bid and low asked quotations of one Share on the date in question as reported by Nasdaq
or any similar system then in use, or, if no such quotations are available, the fair market value on such date of one Share as the Committee shall determine.

"Non-Qualified Stock Option"means an option to purchase Shares granted by the Committee pursuant to the terms of the Plan,
which option is not intended to qualify under Code section 422.

"Option"means an Incentive Stock Option or a Non-Qualified Stock Option.

"Participant"means any individual selected by the Committee to receive an Award.

"Performance Cycle"means the period of time, designated by the Committee, over which Performance Shares may be earned.

"Performance Shares"means Shares awarded pursuant to Section 14 of the Plan.

"Plan"means the Great Lakes Chemical Corporation 2002 Stock Option and Incentive Plan.

"Reorganization"means the liquidation or dissolution of the Company, or any merger, consolidation or combination of the Company (other
than a merger, consolidation or combination in which the Company is the continuing entity and which does not result in the outstanding Shares being converted into or exchanged for different
securities, cash or other property or any combination thereof).

"Restricted Period"means the period of time selected by the Committee for the purpose of determining when restrictions are in effect
under Section 11 or 12 of the Plan with respect to Restricted Shares or Restricted Share Units.

"Restricted Shares"means Shares that have been contingently awarded to a Participant by the Committee subject to the restrictions
referred to in Section 11 of the Plan, so long as such restrictions are in effect.

"Restricted Share Units"means an Award of units pursuant to Section 12 of the Plan. Each Restricted Share Unit shall, at all
times, be equal in value to the Market Value of one Share of the Company.

"Retirement"means, in the case of an Employee, a termination of Continuous Service by reason of the Employee's retirement under the
Company's Retirement Plan for Certain Employees, or, any other defined benefit retirement plan sponsored by the Company or an Affiliate, that the Employee is eligible to retire under, or any successor
plan.

"Stock Appreciation Right" or "SAR"means an Award, granted alone or in connection with a related Option, pursuant to Section 13 of
the Plan.

"Securities Act"means the Securities Act of 1933, as amended.

"Shares"means the shares of common stock, $1.00 par value, of the Company.

"Tandem SAR"means a SAR that is granted in connection with a related Option, the exercise of which requires forfeiture of the right to
purchase an equal number of Shares under the related Option (and when a Share is purchased under the Option, the SAR is canceled to the same extent).

3.Administration.The Plan will be
administered by the Committee, which will consist of two or more members of the Board, each of whom will be a "non-employee director" as provided under Rule 16b-3 of the
Exchange Act, and an "outside director" as provided under Code section 162(m). The members of the Committee will be appointed by the Board. Except as limited by the express provisions of the
Plan, the Committee will have sole and complete authority and discretion to

---

(a) select Participants and grant Awards; (b) determine the number of Shares to be subject to types of Awards generally, as well as to individual Awards granted under the Plan;
(c) determine the terms and conditions upon which Awards will be granted under the Plan; (d) prescribe the form and terms of Award Agreements; (e) establish procedures and
regulations for the administration of the Plan; (f) interpret the Plan; and (g) make all determinations deemed necessary or advisable for the administration of the Plan.

A
majority of the Committee will constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all
members of the Committee without a meeting, will be acts of the Committee. All determinations and decisions made by the Committee pursuant to the provisions of the Plan will be final, conclusive, and
binding on all persons, and will be given the maximum deference permitted by law.

4.Participants.The Committee may
select from time to time Participants in the Plan from those officers, Directors and key Employees of the Company or its Affiliates who, in the opinion of the Committee, have the capacity for
contributing in a substantial measure to the successful performance of the Company or its Affiliates.

5.Shares Subject to Plan, Limitations on Grants and Exercise
Price.Subject to adjustment by the operation of Section 15 hereof:



6.General Terms and Conditions of
Options.The Committee will have full and complete authority and discretion, except as expressly limited by the Plan, to grant Options and to prescribe the terms
and conditions (which need not be identical among Participants) of the Options. Each Option will be evidenced by an Award Agreement that will specify: (a) the Exercise Price, (b) the
number of Shares subject to the Option, (c) the expiration date of the Option, (d) the manner, time and rate (cumulative or otherwise) of exercise of the Option, (e) the
restrictions, if any, to be placed upon the Option or upon Shares that may be issued upon exercise of the Option, (f) the conditions, if any, under which a Participant may transfer or assign
Options, and (g) any other terms and conditions as the Committee, in its sole discretion, may determine. The Committee may, as a condition of granting any Option, require that a Participant
agree to surrender for cancellation one or more Options previously granted to such Participant.

7.Exercise of Options.



---



8.Termination of Options.Unless
otherwise specifically provided by the Committee in the Award Agreement or any amendment thereto, Options will terminate as provided in this Section.



---



9.Restrictive Covenants.In its
discretion, the Committee may condition the grant of any Award under the Plan upon the Participant agreeing to covenants in favor of the Company and/or any Affiliate (including, without limitation,
covenants not to compete, not to solicit employees and customers, and not to disclose confidential information) that may have effect following the termination of employment with the Company or any
Affiliate, and after the Award has been exercised, including, without limitation, the requirement to disgorge any profit, gain or other benefit received upon exercise of the Award prior to any breach
of any covenant.

10.Incentive Stock Options



11.Terms and Conditions of Restricted
Shares.The Committee will have full and complete authority, subject to the limitations of the Plan, to grant Awards of Restricted Shares and to prescribe the
terms and conditions (which need not be identical among Participants) in respect of the Awards. Unless the Committee otherwise specifically provides in the Award Agreement, an Award of Restricted
Shares will be subject to the following provisions:



---





12.Award of Restricted Share Units.The
Committee will have full and complete authority, subject to the limitations of the Plan, to grant Awards of Restricted Share Units and to prescribe the terms and conditions (which need not be
identical among Participants) in respect of the Awards. Unless the Committee otherwise specifically provides in the Award Agreement, an Award of Restricted Share Units will be subject to the following
provisions:



---



13.Grant of SARs.Subject to the terms
and conditions of the Plan, an Award of SARs may be made to Participants at any time and from time to time as determined by the Committee, in its sole discretion. The Committee may grant Affiliated
SARs, Freestanding SARs, Tandem SARs, or any combination thereof as follows:





14.Performance Shares.The Committee,
in its sole discretion, may from time to time authorize the grant of Performance Shares upon the achievement of performance goals (which may be cumulative and/or alternative) as may be established, in
writing, by the Committee based on any one or any combination of the following business criteria: (a) earnings per Share; (b) return on equity; (c) return on assets;
(d) operating income; (e) market value per Share; (f) EBITDA; (g) cash flow; (h) net income (before or after taxes); (i) working capital or components
thereof, (j) EVA®; (k) margin percentage or (l) the Company's stock price. As determined in the discretion of the Committee, performance goals may differ among
Participants and/or relate to performance on a Company-wide or divisional basis. At the time as it is certified, in writing, by the Committee that the performance goals established by the
Committee have been attained or otherwise satisfied within the Performance Cycle, the Committee will authorize the payment of cash in lieu of Performance Shares or the issuance of Performance Shares
registered in the name of the Participant, or a combination of cash and Shares. The grant of an Award of Performance Shares will be evidenced by an Award Agreement containing the terms and conditions
of the Award as determined by the Committee. To the extent required under Code section 162(m), the business criteria under which performance goals

---

are determined by the Committee will be resubmitted to shareholders for reapproval no later than the first shareholder meeting that occurs in the fifth year following the year in which shareholders
previously approved the Plan.

Subject
to Section 17, if the Participant ceases Continuous Service before the end of a Performance Cycle for any reason other than Retirement, Disability, or death, the
Participant will forfeit all rights with respect to any Performance Shares that were being earned during the Performance Cycle. The Committee, in its sole discretion, may establish guidelines
providing that if a Participant ceases Continuous Service before the end of a Performance Cycle by reason of Retirement, Disability, or death, the Participant will be entitled to a prorated payment
with respect to any Performance Shares that were being earned during the Performance Cycle.

15.Adjustments Upon Changes in
Capitalization.In the event of any change in the outstanding Shares subsequent to the effective date of the Plan by reason of any reorganization,
recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation or any change in the corporate structure or Shares of the Company, the maximum aggregate number
and class of Shares as to which Awards may be granted under the Plan and the number and class of Shares, the Exercise Price of any outstanding Options and the Base Price of any outstanding SAR Awards
with respect to which Awards theretofore have been granted under the Plan will be appropriately adjusted by the Committee to prevent the dilution or diminution of Awards. The Committee's determination
with respect to any adjustments will be conclusive. Any Shares or other securities received, as a result of any of the foregoing, by a Participant with respect to Restricted Shares will be subject to
the same restrictions and the certificate(s) or other instruments representing or evidencing the Shares or other securities will be legended and deposited with the Company in the manner provided in
Section 11 of this Agreement.

16.Effect of Reorganization.Unless
otherwise provided by the Committee in the Award Agreement, Awards will be affected by a Reorganization as follows:



The
adjustments contained in this Section and the manner of application of such provisions will be determined solely by the Committee.

17.Effect of Change in Control.If the
Continuous Service of any Participant of the Company or any Affiliate is involuntarily terminated, for whatever reason, at any time within twelve (12) months after a Change in Control, unless
the Committee has otherwise provided in the Award Agreement, (a) any Restricted Period with respect to an Award of Restricted Shares and Restricted Share Units will lapse upon the Participant's
termination of Continuous Service and all Restricted Shares and Restricted Share Units will become fully vested in the Participant to whom the Award

---

was made; and (b) with respect to Performance Shares, the Participant will be entitled to receive a prorata payment of Shares to the same extent as if the Participant ceases Continuous Service
by reason of Retirement under Section 14 of the Plan. If a tender offer or exchange offer for Shares (other than such an offer by the Company) is commenced, or if an event specified in
paragraphs (c) or (d) of the definition of a Change in Control contained in Section 2 occurs, unless the Committee has otherwise provided in the Award Agreement, all Option and
SAR Awards theretofore granted and not fully exercisable will become exercisable in full upon the happening of such event and will remain exercisable in accordance with their terms; provided, however,
that no Option or SAR which has previously been exercised or otherwise terminated will become exercisable.

18.Assignments and Transfers.Except as
otherwise expressly authorized by the Committee in the Award Agreement or any amendment thereto during the lifetime of a Participant, no Award nor any right or interest of a Participant in any Award
under the Plan may be assigned, encumbered or transferred otherwise than by will or the laws of descent and distribution.

19.Employee Rights Under the Plan.No
officer, Employee or other person will have a right to be selected as a Participant nor, having been so selected, to be selected again as a Participant, and no officer, Employee or other person will
have any claim or right to be granted an Award under the Plan or under any other incentive or similar plan of the Company or any Affiliate. Neither the Plan nor any action taken under the Plan will be
construed as giving any Employee any right to be retained in the employ of the Company or any Affiliate.

20.Delivery and Registration of
Shares.The Company's obligation to deliver Shares with respect to an Award will, if the Committee requests, be conditioned upon the receipt of a representation as
to the investment intention of the Participant to whom such Shares are to be delivered, in such form as the Committee will determine to be necessary or advisable to comply with the provisions of the
Securities Act or any other applicable federal or state securities laws. It may be provided that any representation requirement will become inoperative upon a registration of the Shares or other
action eliminating the necessity of the representation under the Securities Act or other state securities laws. The Company will not be required to deliver any Shares under the Plan prior to
(a) the admission of such Shares to listing on any stock exchange or system on which Shares may then be listed, and (b) the completion of any registration or other qualification of the
Shares under any state or federal law, rule or regulation, as the Company determines to be necessary or advisable.

21.Withholding Tax.Prior to the
delivery of any Shares or cash pursuant to an Award, the Company has the right and power to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy all
applicable tax withholding requirements. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit or require a Participant to satisfy all
or part of the tax withholding obligations in connection with an Award by (a) having the Company withhold otherwise deliverable Shares, or (b) delivering to the Company Shares already
owned for a period of at least six months and having a value equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount that the
Committee determines, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date
that the amount of tax to be withheld is to be determined for these purposes. For these purposes, the value of the Shares to be withheld or delivered will be equal to the Market Value as of the date
that the taxes are required to be withheld.

22.Termination, Amendment and Modification of
Plan.The Board may at any time terminate, and may at any time and from time to time and in any respect amend or modify the Plan; provided, however, that to the
extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act or Code section 422 (or any other applicable law or regulation, including requirements of any
stock exchange or quotation system on which the Company's common stock is listed or quoted), shareholder approval of any Plan amendment will be obtained in the manner and to the degree as is required
by the applicable law or regulation; and provided further, that no termination,

---

amendment or modification of the Plan will in any manner affect any Award theretofore granted pursuant to the Plan without the consent of the Participant to whom the Award was granted or the
transferee of the Award.

23.Repricing.Notwithstanding any
provision in the Plan to the contrary and except for adjustments made pursuant to Section 15 of the Plan (relating to the adjustment of Shares and related Awards upon certain changes in
capitalization), the Exercise Price of any outstanding Option granted under the Plan and the Base Price of any outstanding SAR Award granted under the Plan may not be decreased after the date of grant
nor may any outstanding Option or SAR Award granted under the Plan be surrendered to the Company as consideration for the grant of a new Option or SAR Award with a lower Exercise Price or Base Price,
as applicable.

24.Effective Date and Term of Plan.The
Plan will become effective upon its adoption by the Board of Directors and shareholders of the Company. Unless sooner terminated pursuant to Section 22, no further Awards may be made under the
Plan after ten (10) years from the effective date of the Plan.

25.Governing Law.The Plan and Award
Agreements will be construed in accordance with and governed by the internal laws of the State of Delaware.

| |  | Adopted by the Board of Directors of Great Lakes Chemical Corporation as of                      
| |  | -------------------------------------------------------------------------------------------------
| |  | February 12, 2002                                                                                
| |  | Adopted by the Shareholders of Great Lakes Chemical Corporation as of                            
| |  | May 2, 2002                                                                                      
| |  | /s/RICHARD J. KINSLEYRichard J. Kinsley, Senior Vice President
Human Resources and Communications

---

QuickLinks