Unassociated Document






	
Exhibit 10.28

 






AWARD NOTICE 




NOTICE OF RESTRICTED STOCK 

GRANTED PURSUANT TO THE 

EASTMAN CHEMICAL COMPANY 

2002 OMNIBUS LONG-TERM COMPENSATION PLAN 







Grantee: Roger K. Mowen 




Number of Shares: 4,000 




Date of Grant: January 1, 2004 







	
Award of Restricted Stock . This Award Notice serves to notify you that the Compensation and Management Development Committee (the "Committee") of Eastman Chemical Company ("Company") has granted to you, under the 2002 Omnibus Long-Term Compensation Plan ("Plan"), the number of shares ("Restricted Stock") of its $.01 par value Common Stock ("Common Stock") set forth above, to be held, subject to the terms of the Plan and this Award Notice, as restricted stock. This Award recognizes your significant contribution to the Company and provides additional incentive for your continued exemplary performance. The Plan is incorporated herein by reference and made a part of this Award Notice. Capitalized terms not otherwise defined herein have the respective meanings set forth in the Plan. 


	
Lapse of Restrictions . The restrictions described below with respect to the Restricted Stock will lapse as to 4,000 shares upon the earlier of: (1) May 31, 2004, if and only if you are still an employee of the Company or a Subsidiary on date, or (2) termination of your employment with the Company and its Subsidiaries, if and only if such termination is by reason of death, disability, or for another approved reason, as determined by the Committee (the dates and time described in clause (1) or (2), as applicable, are referred to herein as the "Vesting Dates"). 


	
Book-Entry Registration . The Restricted Stock awarded pursuant to this Award Notice initially will be evidenced by book-entry registration only, without the issuance of certificates representing such shares. 







	
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Issuance of Shares . Subject to the other terms of this Award Notice, the Company will either issue a certificate or certificates representing the Restricted Stock as promptly as practicable following the Vesting Dates or place the shares in the Automatic Dividend Reinvestment Plan maintained for shareowners of the Company as directed by the grantee. The Company may withhold or require the grantee to remit a cash amount sufficient to satisfy federal, state, and local taxes (including the Participant’s FICA obligation) required by law to be withheld. Further, either the Company or the grantee may elect to satisfy the withholding requirement by having the Company withhold shares of common stock having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction. 



You may elect to defer the Award until after you retire or otherwise terminate employment with the Company and its Subsidiaries under the terms and subject to the conditions of the Eastman Executive Deferred Compensation Plan, as the same now exists or may be amended hereafter (the "EDCP"). If you choose to defer the Award, the Award shall be converted into the right to receive a cash payment. 




If any portion of an Award is converted into a right to receive a cash payment as described above, an amount representing the Fair Market Value of the deferred portion of the Award will be credited to the Stock Account of the Eastman EDCP and hypothetically invested in units of Common Stock. Thereafter, such amount will be treated in the same manner as other investments in the EDCP and shall be subject to the terms and conditions thereof. 




	
Restrictions on Transfer of Shares . The Restricted Stock, and the right to vote such shares and to receive dividends thereon, may not, except as otherwise provided in the Plan, be sold, assigned, transferred, pledged or encumbered in any way prior to the Vesting Dates, whether by operation of law or otherwise. After the Vesting Dates, certificates for the Restricted Stock may be issued during your lifetime only to you, except in the case of a permanent disability involving mental incapacity. 


	
Limitation of Rights . Except as otherwise provided in this Award Notice or the Plan, prior to the Vesting Dates, you will have no rights of a shareowner with respect to the Restricted Stock, except for the right to receive such cash dividends, if any, as may be declared on the shares of Common Stock subject thereto from time to time, and the right to vote (in person or by proxy) such shares at any meeting of shareowners of the Company. Neither the Plan, this Award nor this Award Notice gives you any right to remain employed by the Company or a Subsidiary. 







	
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Termination . Upon termination of your employment with the Company and its Subsidiaries, prior to the Vesting Dates, other than by reason of death, disability, or for another approved reason, as determined by the Committee, all of the Restricted Stock will be canceled and forfeited by you to the Company without the payment of any consideration by the Company. In such event, neither you nor any of your successors, heirs, assigns or personal representatives will thereafter have any further rights or interest in such shares or otherwise in this Award. 


	
Change in Ownership; Change in Control . Sections 25 and 26 of the Plan contain certain special provisions that will apply to this Award in the event of a Change in Ownership or Change in Control, respectively. 


	
Adjustment of Shares . If the number of outstanding shares of Common Stock changes through the declaration of stock dividends or stock splits prior to the Vesting Dates, the shares of Common Stock subject to this Award automatically will be adjusted. If there is a change in the number of outstanding shares of Common Stock or any change in the outstanding stock of the Company (or any successor to the Company) prior to the Vesting Dates, the Committee will make any adjustments and modifications to this Award that it deems appropriate. In the event of any other change in the capital structure or in the Common Stock of the Company, the Committee is authorized to make appropriate adjustments to this Award. 


	
Restrictions on Issuance of Shares . If at any time the Company determines that listing, registration or qualification of the shares of Common Stock subject to this Award 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 award or issuance of certificate(s) for the shares of Common Stock subject to this Award, such award or issuance may not be made 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. 


	
Non-competition; Confidentiality . You will forfeit all rights to this Award if you violate the non-competition and confidentiality provisions contained in Section 20 of the Plan. 


	
Performance of Job Duties . Payment of shares pursuant to this award is contingent upon meeting minimally acceptable performance expectations, such as progress toward business objectives as detailed in the Annual Business Plan and completion of other assignments requested from time to time by the Chief Executive Officer. Shortfalls in performance levels will be communicated as soon as possible to allow time for correction. Final appraisal of performance for purposes of this award is at the sole discretion of the Chief Executive Officer with the approval of the Committee. 


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
















	


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