ex10_07.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    AMENDED
      AND RESTATED

    EASTMAN
      UNFUNDED RETIREMENT INCOME PLAN

    Amended
      and Restated Effective January 1, 2008

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EASTMAN
      UNFUNDED RETIREMENT INCOME PLAN

    Amended
      and Restated Effective January 1, 2008

    


    


    TABLE
      OF CONTENTS

    


    ARTICLE
      ONE [INSERT
      PAGE NUMBER]

    Purpose
      of Plan [INSERT
      PAGE NUMBER]

    ARTICLE
      TWO [INSERT
      PAGE NUMBER]

    Definitions [INSERT
      PAGE NUMBER]

    ARTICLE
      THREE [INSERT
      PAGE NUMBER]

    Eligibility [INSERT
      PAGE NUMBER]

    ARTICLE
      FOUR [INSERT
      PAGE NUMBER]

    Benefits [INSERT
      PAGE NUMBER]

    ARTICLE
      FIVE [INSERT
      PAGE NUMBER]

    Administration [INSERT
      PAGE NUMBER]

    ARTICLE
      SIX [INSERT
      PAGE NUMBER]

    Amendment
      and Termination [INSERT
      PAGE NUMBER]

    ARTICLE
      SEVEN [INSERT
      PAGE NUMBER]

    Miscellaneous [INSERT
      PAGE NUMBER]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EASTMAN
      UNFUNDED RETIREMENT INCOME PLAN

    


     

    ARTICLE
      ONE

     

     

    Purpose
      of Plan

     

    


    
      	
              1.1

            	
              This
                Plan implements the intent of providing retirement benefits by means
                of
                both a funded and unfunded plan. This Plan is maintained primarily
                for the
                purpose of providing deferred compensation for a select group of
                management or highly compensated employees as described in Section
                201(2)
                of the Employee Retirement Income Security Act of 1974 and is designed
                to
                provide retirement benefits payable out of the general assets of
                the
                Company where benefits cannot be paid under the Funded Plan because
                of
                Code Section 401(a)(17) or Code Section 415 and the provisions of
                the
                Funded Plan which implement such Sections and/or because deferred
                compensation is ignored in defining compensation for purposes of
                calculating benefits under the Funded
                Plan.

            


    

    


    The
      prior
      Plan was initially adopted effective January 1, 1994. This Plan is amended,
      renamed and restated effective January 1, 2002 and subsequently amended and
      restated again effective as of January 1, 2008 in order to comply with Section
      409A of the Internal Revenue Code of 1986, as amended.

    


    


     

    ARTICLE
      TWO

     

     

    Definitions

     

    


    
      	
               

            	
              "Code"
                shall mean the Internal Revenue Code of 1986, as amended from time
                to
                time.

            


    

    


    "Company"
      shall mean Eastman Chemical Company, and any subsidiary and/or affiliated
      corporation which is a participating employer under the Funded Plan, except
      where a specific reference is made to a particular corporation.

    


    "Compensation
      Committee" shall mean the Compensation and Management Development Committee
      of
      the Board of Directors of the Company.

    


    "Effective
      Date" shall mean January 1, 1994.  The Effective Date of this amended
      and restated Plan document is January 1, 2008.

    


    "Employee"
      or "Participant" shall mean a participant in the Funded Plan.

    


    “Five-Payment
      Lump Sum” shall mean the automatic form of payment for a Participant’s benefit
      under the Plan.  For purposes of calculating the Present Value of the
      Participant’s benefit under this Plan on the date of his Termination of
      Employment the Participant’s benefit shall be converted on an actuarially
      equivalent basis (calculated using the actuarial assumptions and methodologies
      that would be used by the Funded Plan) to five equal annual installments
      commencing on the first day of the seventh month following the Participant’s
      Termination of Employment date and payable on each of the four anniversaries
      thereafter.

    


    "Funded
      Plan" shall mean the Eastman Retirement Assistance Plan.

    


    "Plan"
      shall mean this Eastman Unfunded Retirement Income Plan.

    


    "Present
      Value" shall mean the actuarial present-value of the Participant's benefit
      under
      this Plan. Present Value for purposes of this Plan shall be calculated using
      the
      actuarial assumptions and methodologies that


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    would
      be
      used by the Funded Plan to determine a single lump sum payment on the date
      of
      the Participant's Termination of Employment.

    


     “Termination
      of Employment” means a separation from service under Code Section 409A and the
      Final 409A Regulations.

    


    


    


     

    ARTICLE
      THREE

     

     

    Eligibility

     

    


    
      	
              3.1

            	
              All
                Employees eligible to receive a benefit from the Funded Plan shall
                be
                eligible to receive a benefit under this Plan if they have deferred
                any
                portion of their compensation otherwise payable by the Company pursuant
                to
                a duly authorized and executed deferred compensation agreement or
                plan
                and/or their benefit cannot be fully provided by the Funded Plan
                due to
                the benefit limitations imposed by Code Section 401(a)(17) or Code
                Section
                415. Employees
                who are not eligible to participate in the Funded Plan are not eligible
                to
                participate in this Plan.

            


    

    


    


    


     

    ARTICLE
      FOUR

     

     

    Benefits

     

    


    
      	
              4.1

            	
              Benefits
                due under this Plan shall be paid (i) as soon as practicable, but
                no later
                than the first day of the second month following the Participant’s death,
                or (ii) on the first day of the seventh month following the date
                of the
                Participant’s Termination of Employment.  Benefits due under the
                Plan shall be paid in the form of a Five-Payment Lump Sum unless
                the
                Participant has made the election described in Section 4.2 of this
                Plan,  If the Employee is deceased, the person who shall receive
                payment under this Plan (if any), shall be the same person who would
                be
                entitled to receive survivor benefits with respect to the Employee
                under
                the Funded Plan.  Benefits will be paid to the Participant’s
                beneficiary under the Funded Plan in the form of a Five-Payment Lump
                Sum
                unless the Participant made the election described in Section 4.2
                of the
                Plan prior to his death.

            


    

    


    
      	
              4.2

            	
              Special
                One-Time Election.

            


    

    


    
      	
              (a)

            	
              During
                the period beginning November 13, 2007 and ending December 7, 2007
                (the
                “Election

            	
              Period”)
                each Participant who is eligible to participate in the Eastman Executive
                Deferred

            	
              Compensation
                Plan (“EDCP”) as of November 1, 2007 shall have the

            	
              opportunity
                to elect, in the manner provided by the Company, to have the Present
                Value
                of his benefit under this Plan, if any, transferred to the EDCP on
                the
                date of his Termination of Employment (the “Transferred
                Benefit”).  In order for such election to be
                effective:

            


    

    


    


    
      	
              (i)

            	
              The
                Participant shall also be required to elect the form of payment applicable
                to his

            	
              Transferred
                Benefit from the payment options available under the EDCP as of January
                1,

            	
              2007;
                and

            


    

     

    
      	
              (ii)

            	
              The
                Participant must acknowledge and agree that the election described
                in
                paragraph (a)

            	
              is
                irrevocable.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              The
                election described above will not be available to any Participant
                whose
                benefitcommencement date under the Funded Plan is in 2007 or whose
                Termination of Employment fromthe Company occurs in
                2007.

            


    

     

    
      	
              (b)

            	
              In
                the event that a Participant fails to elect the form of payment applicable
                to his Transferred

            	
              Benefit
                from the payment options available under the EDCP as of January 1,
                2007,
                the

            	
              Participant’s
                benefit shall be paid to him in accordance with Section 4.1 of this
                Plan.

            


    

     

    
      	 	
              (c)

            	
              Payment
                from the EDCP of the Participant’s Transferred Benefit shall begin on the
                first day of the

            	
              7th
                month
                following the date of the Participant’s Termination of Employment or as
                soon as

            	
              practicable,
                but no later than, the first day of the second month following the
                Participant’s death..

            


    

     

    
      	
               

            	
              (d)

            	
              If
                the Participant makes such a timely election, then upon his Termination
                of
                Employment, neither the Participant nor his beneficiaries shall have
                any
                further right to benefits of any kind under this Plan, and the payment
                of
                such benefits shall be governed solely by the
                EDCP.

            


    

    


    (e)           The
      election described in paragraph (a) will not be available to any Participant
      who
      is not eligibleto participate in the EDCP on November 1, 2007 according to
      records maintained by theCompany.

     

    


    


    
      	
              4.3

            	
              The
                benefit payable under this Plan shall be the amount of the retirement
                income benefit to which an Employee would otherwise be entitled under
                the
                Funded Plan,

            


    

    


    
      	
               

            	
              (i)

            	
              if
                deferred compensation were included in the Funded Plan's definitions
                of
                "Participating Compensation" and "Retirement Annual Salary Rate",
                at the
                time of deferral; and

            


    

    


    
      	
               

            	
              (ii)

            	
              if
                the provisions of Sections 415 and 401(x)(17) of the Code, as expressed
                in
                the Funded Plan, were disregarded;

            


    

    


    
      	
               

            	
              less
                the combined amounts of the retirement income benefit to which the
                Employee is entitled under the Funded Plan and the retirement income
                benefit to which such Employee is entitled under the Eastman Excess
                Retirement Income Plan. 

            


    

    


    


    The
      "retirement income benefit to which the Participant is entitled under the Funded
      Plan generally means the benefits actually payable to the Participant under
      the
      Funded Plan; provided, however, that where the benefits actually payable to
      the
      Participant under the Funded Plan are reduced on account of a payment of all
      or
      a portion of the Participant’s benefits to a third party on behalf of or with
      respect to an Employee (pursuant, for example, to a qualified domestic relations
      order), the "retirement income benefit to which the Participant is entitled
      under the Funded Plan" shall be deemed to mean the benefit that would have
      been
      actually payable but for such payment to a third party.

    


    
      	
              4.4

            	
              If
                an Employee's benefit from the Funded Plan is subject to an actuarial
                reduction because of the time when payment commences, his benefit
                from
                this Plan shall be actuarially reduced on the same
                basis.

            


    

    


    
      	
              4.5.

            	
              If
                the Present Value of the Participant’s benefit under this Plan on the date
                of his Termination of Employment is $5,000 or less, the Participant’s
                benefit shall be automatically paid to him in a single lump sum on
                the
                first day of the 7th
                month
                following the date of his Termination of
                Employment.

            


    

    


    


    
      	
              4.6

            	
              The
                benefits payable under this Plan shall be paid by the Company out
                of its
                general assets. To the extent an Employee acquires the right to receive
                a
                payment under this Plan, such right shall be no greater than that
                of an
                unsecured general creditor of the Company. No amount payable under
                this
                Plan may be

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    assigned,
      transferred, encumbered or subject to any legal process for the payment of
      any
      claim against an Employee.

    


    


     

    ARTICLE
      FIVE

     

     

    Administration

     

    


    
      	
              5.1

            	
              Responsibility.
                Except as expressly provided otherwise herein, the Senior Vice President,
                Human Resources, Communications and Public Affairs shall have total
                and
                exclusive responsibility to control, operate, manage and administer
                the
                Plan in accordance with its terms.

            


    

    


    
      	
              5.2

            	
              Authority
                of Senior Vice President, Human Resources, Communications, and Public
                Affairs.  The Senior
                Vice
                President, Human Resources, Communications and Public Affairs shall
                have
                all the authority that may be necessary or helpful to enable him
                to
                discharge his responsibilities with respect to the
                Plan.  Without limiting the generality of the preceding
                sentence, such Vice President shall have the exclusive right: to
                interpret
                the Plan, to determine eligibility for participation in the Plan,
                to
                answer all question concerning eligibility for and the amount of
                benefits
                payable under the Plan, to construe any ambiguous provision of the
                Plan,
                to correct any default, to supply any omission, to reconcile any
                inconsistency, and to answer any and all questions arising in the
                administration, interpretation, and application of the Plan. However,
                see
                Section 5.5.

            


    

    


    
      	
              5.3

            	
              Discretionary
                Authority. The Senior Vice President, Human Resources, Communications
                and Public Affairs shall have full discretionary authority in all
                matters
                related to the discharge of his responsibilities and the exercise
                of his
                authority under the Plan including, without limitation, his construction
                of the terms of the Plan and his determination of eligibility for
                participation and benefits under the Plan. It is the intent of Plan
                that
                the decisions of such Senior Vice President, Human Resources,
                Communications, and Public Affairs and his action with respect to
                the Plan
                shall be final and binding upon all persons having or claiming to
                have any
                right or interest in or under the Plan and that no such decision
                or action
                shall be modified upon judicial review unless such decision or action
                is
                proven to be arbitrary or capricious. Notwithstanding anything to
                the
                contrary in this Article Five, the Senior Vice President, Human Resources,
                Communications, and Public Affairs shall not have the authority to
                make
                any decision or resolve any issue that directly affects his own
                participation or benefits under this Plan, and instead such decision
                or
                resolution shall be reserved to the Compensation
                Committee.

            


    

    


    
      	
              5.4

            	
              Delegation
                of Authority. The Senior Vice President, Human Resources,
                Communications and Public Affairs may delegate some or all of his
                authority under the Plan to any person or persons provided that any
                such
                delegation be in writing.

            


    

    


    
      	
              5.5

            	
              Authority
                Compensation Committee. Under Section 4.1 of this Plan, decisions
                concerning payment of benefits to executive officers shall be made
                by the
                Compensation Committee of the Board of Directors, and to that extent
                the
                provisions of 5.1 through 5.4 above shall be deemed to apply to such
                Committee.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    ARTICLE
      SIX

     

     

    Amendment
      and Termination

     

    


    
      	
              6.1

            	
              While
                the Company intends to maintain this Plan in conjunction with the
                Funded
                Plan under present business conditions, the Company, acting through
                the
                Compensation Committee, reserves the right to amend and/or terminate
                it at
                any time for whatever reasons it may deem
                advisable.  Notwithstanding the foregoing, termination of this
                Plan must comply with the requirements of Treas. Reg. Section
                1.409A-3(j)(4)(ix).

            


    

    


    


    
      	
              6.2

            	
              Notwithstanding
                the preceding Section, however, the Company hereby makes a contractual
                commitment to pay the benefits accrued under this Plan as of the
                date of
                such amendment or termination to the extent it is financially capable
                of
                meeting such obligation.

            


    

    


    


     

    ARTICLE
      SEVEN

     

     

    Miscellaneous

     

    


    
      	
              7.1

            	
              Nothing
                contained in this Plan shall be construed as a contract of employment
                between the Company and an Employee, or as a right of an Employee
                to be
                continued in the employment of the Company, or as a limitation of
                the
                right of the Company to discharge any of its Employees, with or without
                cause.

            


    

    


    
      	
              7.2

            	
              This
                Plan shall be governed by the laws of the State of Tennessee, except
                to
                the extent preempted by federal
                law.

            


    

    


    7.3           This
      Plan shall be binding upon the successors and assigns of the parties
      hereto.

    


    
      	
              7.4

            	
              The
                Company will withhold to the extent required by law all applicable
                income
                and other taxes from amounts accrued or paid under the
                Plan.