ex10_08.htm


    
      

      
        
        

      

       

    

     

    
       AWARD
        NOTICE

      


      NOTICE
        OF NONQUALIFIED STOCK
        OPTION

      GRANTED
        PURSUANT TO THE

      EASTMAN
        CHEMICAL COMPANY

      2007
        OMNIBUS LONG-TERM COMPENSATION PLAN

      


      


      Grantee:

      


      Number
        of Shares:

      


      Option
        Price:  $____

      


      Date
        of Grant:  October
        30, 2007

      


      1.           Grant
        of Option.  This Award Notice serves to notify you that the
        Compensation and Management Development Committee (the “Committee”) of the Board
        of Directors of Eastman Chemical Company ("Company") has granted to you,
        under
        the Company’s 2007 Omnibus Long-Term Compensation Plan (the "Plan"), a
        nonqualified stock option ("Option") to purchase, on the terms and conditions
        set forth in this Award Notice and the Plan, up to the number of shares of
        its
        $.01 par value Common Stock ("Common Stock") set forth above, at a price
        equal
        to $____ per share. The Plan is incorporated herein by reference and made
        a part
        of this Award Notice.  Capitalized terms not defined herein have the
        respective meanings set forth in the Plan.  The principal terms of the
        Plan, and of the offer by the Company of the shares of Common Stock covered
        by
        the Option, are described in the Prospectus for the Plan, which Prospectus
        will
        be delivered to you by the Company.

      


      2.           Period
        of Option and Limitations on Right to Exercise.  Subject to
        earlier cancellation of all or a portion of the Option as described in Sections
        6 and 7 of this Award Notice, the Option will expire at 4:00 p.m., Eastern
        Standard Time, on October 29, 2017 ("Expiration Date").

      


      3.           Exercise
        of Option.

      


      (a)           Subject
        to the terms set forth in this Award Notice, the Option will become exercisable
        as to one-third of the shares covered hereby on October 30, 2008, and one-third
        of the shares covered hereby on October 30, 2009, and as to the remaining
        shares
        on October 30, 2010.

      


      (b)           Upon
        your death, your personal representative may exercise the Option, subject
        to the
        terms set forth in Section 6 of this Award Notice.

      


      (c)           The
        Option may be exercised in whole or in part.  The exercise generally
        must be accompanied by, or make provision for, full payment in cash; by check;
        by a broker-assisted cashless method; or by surrendering unrestricted shares
        of
        Common Stock having a value on the date of exercise equal to the exercise
        price,
        or in any combination of the foregoing; however, if you wish to pay with
        shares
        of Common Stock already held by you, you may submit an Affidavit of Ownership
        form attesting to the ownership of the shares instead of sending in actual
        share
        certificates.

      


      4.           Nontransferability.  The
        Option is not transferable except by will or by the laws of descent and
        distribution, and may not be sold, assigned, pledged or encumbered in any
        way,
        whether by operation of law or otherwise.  The Option may be granted
        only to, and exercised only by you during your lifetime, except in the case
        of a
        permanent disability involving mental incapacity.

      


      5.           Limitation
        of Rights.  You will not have any rights as a stockholder with
        respect to the shares covered by the Option until you become the holder of
        record of such shares by exercising the Option.  Neither the Plan, the
        granting of the Option, nor this Award Notice gives you any right to remain
        employed by the Company or its Subsidiaries.

      


      6.         Termination.  Upon
        termination of your employment with the Company and its Subsidiaries
        ("termination") by reason of death, disability, or retirement, the Option
        will
        remain exercisable for the lesser of: 1) five (5) years following your date
        of
        termination, or, 2) the Expiration Date.  Upon termination due to
        resignation, the Option will remain exercisable for the lesser of: 1) ninety
        (90) days following your date of termination, or, 2) the Expiration Date.
        Upon
        termination for cause, any portion of the Option not previously exercised
        by you
        will be canceled and forfeited by you, without payment of any consideration
        by
        the Company.  Upon termination for a reason other than those described
        in this Section (e.g., reduction in force, divestiture, special separation,
        termination by mutual consent), the Option will remain exercisable until
        the
        Expiration Date, unless the Committee (for executive officers) or the executive
        officer responsible for Human Resources (for non-executive
        employees)  determines that any portion of the Option will not remain
        exercisable, or that the Option will be exercisable for a period less than
        until
        the Expiration Date.

      


      7.           Noncompetition;
        Confidentiality.  You will not, without the written consent of the
        Company, either during your employment by the Company or thereafter, disclose
        to
        anyone or make use of any confidential information which you have acquired
        during your employment relating to any of the business of the Company, except
        as
        such disclosure or use may be required in connection with your work as an
        employee of the Company.  During your employment by the Company, and
        for a period of two years after the termination of such employment, you will
        not, either as principal, agent, consultant, employee or otherwise, engage
        in
        any work or other activity in competition with the Company in the field or
        fields in which you have worked for the Company.  The agreement in
        this Section 7 applies separately in the United States and in other countries
        but only to the extent that its application shall be reasonably necessary
        for
        the protection of the Company.  You will forfeit all rights under this
        Award Notice to or related to the Option if, in the determination of the
        Committee (in the case of executive officers) or of the  executive
        officer responsible for Human Resources (in the case of non-executive
        employees), you have violated any of the provisions of this Section 7, and
        in
        that event any payment or other action with respect to the Option shall be
        made
        or taken, if at all, in the sole discretion of the Committee or the executive
        officer responsible for Human Resources.   

      


      8.           Restrictions
        on Issuance of Shares.  If at any time the Company determines that
        listing, registration, or qualification of the shares covered by the Option
        upon
        any securities exchange or under any state or federal law, or the approval
        of
        any governmental agency, is necessary or advisable as a condition to the
        exercise of the Option, the Option may not be exercised in whole or in part
        unless and until such listing, registration, qualification, or approval shall
        have been effected or obtained free of any conditions not acceptable to the
        Company.

      


      9.           Change
        in Ownership; Change in Control.  Article 14 of the Plan contain
        certain special provisions that will apply to the Option in the event of
        a
        Change in Ownership or Change in Control, respectively.

      


      10.           Adjustment
        of Option Terms.  The adjustment provisions of
        Article 15 of the Plan will control in the event of a nonreciprocal transaction
        between the company and its stockholders that causes the per-share value
        of the
        Common Stock to change (including, without limitation, any stock dividend,
        stock
        split, spin-off, rights offering, or large nonrecurring cash dividend) or
        upon
        the occurrence of or in anticipation of any other corporate event or transaction
        involving the Company (including, without limitation, any merger, combination,
        or exchange of shares).

      


      11.           Plan
        Controls.  In the event of any conflict between the provisions of
        the Plan and the provisions of this Award Notice, the provisions of the Plan
        will be controlling and determinative.





    
      
        
        

      

      
        
        

        
          


      

      
        
        

      

    

     AWARD
      NOTICE

    


    NOTICE
      OF NONQUALIFIED STOCK OPTION

    GRANTED
      PURSUANT TO THE

    EASTMAN
      CHEMICAL COMPANY

    2007
      OMNIBUS LONG-TERM COMPENSATION PLAN

    


    


    Grantee:  Mark
      J.
      Costa

    


    Number
      of Shares:

    


    Option
      Price:  $____

    


    Date
      of Grant:  October
      30, 2007

    


    1.           Grant
      of Option.  This Award Notice serves to notify you that the
      Compensation and Management Development Committee (the “Committee”) of the Board
      of Directors of Eastman Chemical Company ("Company") has granted to you, under
      the Company’s 2007 Omnibus Long-Term Compensation Plan (the "Plan"), a
      nonqualified stock option ("Option") to purchase, on the terms and conditions
      set forth in this Award Notice and the Plan, up to the number of shares of
      its
      $.01 par value Common Stock ("Common Stock") set forth above, at a price equal
      to $____ per share. The Plan is incorporated herein by reference and made a
      part
      of this Award Notice.  Capitalized terms not defined herein have the
      respective meanings set forth in the Plan.  The principal terms of the
      Plan, and of the offer by the Company of the shares of Common Stock covered
      by
      the Option, are described in the Prospectus for the Plan, which Prospectus
      will
      be delivered to you by the Company.

    


    2.           Period
      of Option and Limitations on Right to Exercise.  Subject to
      earlier cancellation of all or a portion of the Option as described in Sections
      6 and 7 of this Award Notice, the Option will expire at 4:00 p.m., Eastern
      Standard Time, on October 29, 2017 ("Expiration Date").

    


    3.           Exercise
      of Option.

    


    (a)           Subject
      to the terms set forth in this Award Notice, the Option will become exercisable
      as to one-third of the shares covered hereby on October 30, 2008, and one-third
      of the shares covered hereby on October 30, 2009, and as to the remaining shares
      on October 30, 2010.

    


    (b)           Upon
      your death, your personal representative may exercise the Option, subject to
      the
      terms set forth in Section 6 of this Award Notice.

    


    (c)           The
      Option may be exercised in whole or in part.  The exercise generally
      must be accompanied by, or make provision for, full payment in cash; by check;
      by a broker-assisted cashless method; or by surrendering unrestricted shares
      of
      Common Stock having a value on the date of exercise equal to the exercise price,
      or in any combination of the foregoing; however, if you wish to pay with shares
      of Common Stock already held by you, you may submit an Affidavit of Ownership
      form attesting to the ownership of the shares instead of sending in actual
      share
      certificates.

     

    4.           Nontransferability.  The
      Option is not transferable except by will or by the laws of descent and
      distribution, and may not be sold, assigned, pledged or encumbered in any way,
      whether by operation of law or otherwise.  The Option may be granted
      only to, and exercised only by you during your lifetime, except in the case
      of a
      permanent disability involving mental incapacity.

    


    5.           Limitation
      of Rights.  You will not have any rights as a stockholder with
      respect to the shares covered by the Option until you become the holder of
      record of such shares by exercising the Option.  Neither the Plan, the
      granting of the Option, nor this Award Notice gives you any right to remain
      employed by the Company or its Subsidiaries.

    


    6.         Termination.  Upon
      termination of your employment with the Company and its Subsidiaries
      ("termination") by reason of death, disability, or retirement, the Option will
      remain exercisable for the lesser of: 1) five (5) years following your date
      of
      termination, or, 2) the Expiration Date. Upon termination of your
      employment with the Company and its Subsidiaries without "Cause" or for
      "Good Reason" (as such terms are defined in your Employment Agreement dated
      May 4, 2006), the Option shall immediately vest and remain exercisable for
      the lesser of: 1) five (5) years following your date of termination, or, 2)
      the
      Expiration Date.  Upon termination due to voluntary resignation, the
      Option will remain exercisable for the lesser of: 1) ninety (90) days following
      your date of termination, or, 2) the Expiration Date. Upon termination for
      Cause, any portion of the Option not previously exercised by you will be
      canceled and forfeited by you, without payment of any consideration by the
      Company.  Upon termination for a reason other than those described in
      this Section, the Committee will determine if all or any portion of the Option
      will remain exercisable and if so, the period of time the Option may be
      exercised, up to, but not to exceed the Expiration Date.

    


    7.           Noncompetition;
      Confidentiality.  You will not, without the written consent of the
      Company, either during your employment by the Company or thereafter, disclose
      to
      anyone or make use of any confidential information which you have acquired
      during your employment relating to any of the business of the Company, except
      as
      such disclosure or use may be required in connection with your work as an
      employee of the Company.  During your employment by the Company, and
      for a period of two years after the termination of such employment, you will
      not, either as principal, agent, consultant, employee or otherwise, engage
      in
      any work or other activity in competition with the Company in the field or
      fields in which you have worked for the Company.  The agreement in
      this Section 7 applies separately in the United States and in other countries
      but only to the extent that its application shall be reasonably necessary for
      the protection of the Company.  You will forfeit all rights under this
      Award Notice to or related to the Option if, in the determination of the
      Committee (in the case of executive officers) or of the  executive
      officer responsible for Human Resources (in the case of non-executive
      employees), you have violated any of the provisions of this Section 7, and
      in
      that event any payment or other action with respect to the Option shall be
      made
      or taken, if at all, in the sole discretion of the Committee or the executive
      officer responsible for Human Resources.   

    


    8.           Restrictions
      on Issuance of Shares.  If at any time the Company determines that
      listing, registration, or qualification of the shares covered by the Option
      upon
      any securities exchange or under any state or federal law, or the approval
      of
      any governmental agency, is necessary or advisable as a condition to the
      exercise of the Option, the Option may not be exercised in whole or in part
      unless and until such listing, registration, qualification, or approval shall
      have been effected or obtained free of any conditions not acceptable to the
      Company.

    


    9.           Change
      in Ownership; Change in Control.  Article 14 of the Plan contain
      certain special provisions that will apply to the Option in the event of a
      Change in Ownership or Change in Control, respectively.

    


    10.           Adjustment
      of Option Terms.  The adjustment provisions of
      Article 15 of the Plan will control in the event of a nonreciprocal transaction
      between the company and its stockholders that causes the per-share value of
      the
      Common Stock to change (including, without limitation, any stock dividend,
      stock
      split, spin-off, rights offering, or large nonrecurring cash dividend) or upon
      the occurrence of or in anticipation of any other corporate event or transaction
      involving the Company (including, without limitation, any merger, combination,
      or exchange of shares).

    


    11.           Plan
      Controls.  In the event of any conflict between the provisions of
      the Plan and the provisions of this Award Notice, the provisions of the Plan
      will be controlling and determinative.