exh10e.htm


     

    
      
        
          
            
              
                	 	
                         The
      Dow Chemical Company and Subsidiaries

                      	
                         EXHIBIT
      10(e)

                      
	 	
                         

                         

                      	 


              

            

          

        

         

      

    

    THE DOW CHEMICAL COMPANY
DIVIDEND UNIT PLAN

    


    


    1.         Establishment
and Purpose of the Plan

    


    The
Dow Chemical Company Dividend Unit Plan is hereby established upon the following
terms and conditions. The purpose of the Plan is to attract and retain in the
employ of the Company and its Subsidiaries people of ability, training and
experience by providing such people, in consideration of services performed, an
incentive for outstanding performance to the end of furthering the continued
growth and profitability of the Company.

    


    2.         Definitions

    


    
      	
               
      

            	
              2.01     Awardee:  An
      Employee to whom Dividend Units are awarded under the
  Plan.

            


    

    


    
      	
               
      

            	
              2.02     Board
      of Directors:  The Board of Directors of the
      Company.

            


    

    


    
      	
               
      

            	
              2.03    Common
      Stock:  The common stock of the Company, par value $2.50
      a share.

            


    

    


    
      	
               
      

            	
              2.04     Company:
      The Dow Chemical Company, a Delaware corporation, or any successor
      to substantially all its business.

            


    

    


    
      	
               
      

            	
              2.05     Compensation
      Committee or Committee:  The committee designated to
      administer the Plan under
Section 4.

            


    

    


    
      	
               
      

            	
              2.06     Dividend
      Unit: The right awarded by the Committee under Section 5 of the
      Plan.

            


    

    


    
      	
               
      

            	
              2.07     Employee:  A
      full-time managerial, administrative or professional employee of the
      Company or a Subsidiary, including an officer or director who is such an
      employee.

            


    

    


    
      	
               
      

            	
              2.08     Plan:  The
      Dow Chemical Company Dividend Unit Plan herein set forth, as the same may
      from time to time be amended.

            


    

    


    
      	
               
      

            	
              2.09     Subsidiary:
      Any business association (including a corporation or a partnership,
      other than the Company) in an unbroken chain of such associations
      beginning with the Company if each of the associations other than the last
      association in the unbroken chain owns equity interests (including stock
      or partnership interests) possessing 50% or more of the total combined
      voting power of all classes of equity interests in one of the other
      associations in such chain.

            


    


    
      
         


      

      
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    3.          Eligibility

    


    The
Company may from time to time grant Dividend Units to Employees as a reward for
services performed.

    


    4.         Compensation
Committee:  Interpretation and Regulations

    


    
      	
               
      

            	
              4.01     Constitution
      and Noneligibility for Awards:  The Plan shall be
      administered by the Compensation Committee as established in the By—Laws
      of the Company. No persons appointed to the Compensation Committee shall
      be eligible for an award of Dividend Units while serving on the
      Committee.

            


    

    


    
      	
               
      

            	
              4.02     Administrative
      Powers:  The Compensation Committee shall have full power
      to interpret and administer the Plan and full authority to act in
      selecting the Employees to whom awards will be granted, the terms and
      conditions of awards granted under the Plan and the term of agreements
      which will be entered into with Awardees. The Compensation Committee shall
      have the power to make regulations for carrying out the Plan and to make
      changes in such regulations as they from time to time deem proper. Any
      interpretation by the Compensation Committee of the terms and provisions
      of the Plan and the administration thereof, and all action taken by the
      Compensation Committee, shall be final, binding and conclusive on the
      Company, its stockholders, Subsidiaries, all Employees, their respective
      legal representatives, successors and assigns and upon all other persons
      claiming under or through any of them. As to the selection of and grants
      of dividend units to Awardees who are not subject to Sections 16(a) and
      16(b) of the Securities Exchange Act of 1934, the Committee may delegate
      any or all of its responsibilities to members of the Company’s
      administration.

            


    

    


    
      	
               
      

            	
              4.03     Limitation
      on Liability:  Members of the Board of Directors and
      members of the Compensation Committee acting under the Plan shall be fully
      protected in relying in good faith upon the advice of counsel and shall
      incur no liability except for gross negligence or willful misconduct in
      the performance of their duties.

            


    

    


    5.         Rules
and Conditions

    


    The
grant of Dividend Units shall be upon the following rules and
conditions:

    


    
      	
               
      

            	
              5.01     Dividend
      Unit Grants:  Dividend Units, which are rights to receive
      for a specified period of time cash payments from the Company or a
      Subsidiary equivalent in value to cash dividends paid during that period
      on one share of Common Stock, shall be evidenced by Dividend Unit
      agreements. Such agreements shall conform to the requirements of the Plan
      and may contain such other provisions (including provisions for the
      protection of Dividend Units in the event of mergers, consolidations,
      dissolutions, and liquidations) as the Committee shall deem
      advisable.

            


    


    
      
         


      

      
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              5.02     Duration:  Unless
      forfeited as hereinafter provided, Dividend Units shall remain in effect
      for such period of time as the Compensation Committee shall specify but in
      no event beyond the date of the death of the Awardee except that the
      Committee may upon granting Dividend Units provide for payment of the same
      to the surviving spouse of an Awardee until the earlier of the death of
      such spouse or the original expiration
date.

            


    

    


    6.        Adjustments
Upon Changes in Capitalization

    


    In
the event of a reorganization, recapitalization, stock split, stock dividend,
combination of shares, merger, consolidation or any other change in the
corporate structure of the Company affecting Common Stock, or a sale by the
Company of all or part of its assets, or any distribution to stockholders other
than a normal cash dividend, the Board of Directors shall make appropriate
adjustment in the number and kind of Dividend Units theretofore granted or
awarded under the Plan.

    


    7.         Termination
and Amendment

    


    The
Compensation Committee shall have the power to terminate the Plan at any time,
and from time to time may make such changes in and additions to the Plan as it
may deem proper and in the best interests of the Company.

    


    8.         Forfeiture

    


    Dividend
Units may be forfeited if the Awardee terminates his or her employment with the
Company or its Subsidiaries for any reason other than death or retirement,
except that the Compensation Committee shall have the authority to provide for
their continuation in whole or in part whenever it in its judgment shall
determine that such continuation is in the best interests of the Company.
Dividend Units may furthermore be forfeited by an Awardee if the Committee
determines that the Awardee has at any time engaged in any activity harmful to
the interest of or in competition with the Company or its Subsidiaries or
accepts employment with a competitor.

    


    9.         Non-Assignability

    


    The
Awardee’s rights to future payments of dividend units may not be pledged,
assigned or transferred for any reason during the Awardee’s lifetime, and any
attempt to do so shall be void and the relevant Dividend Unit account of the
Awardee shall be forfeited.

    


    10.      General
Provisions

    


    
      	
               
      

            	
              10.01   Nothing
      contained in the Plan, or in any award granted pursuant to the Plan, shall
      confer upon any Employee any right with respect to continuance of
      employment by the Company or a Subsidiary, nor interfere in any way with
      the right of the Company or a Subsidiary to terminate the employment of
      any Employee at any time with or without assigning any reason
      therefor.

               

            


    

    


    
      
        
        

      

      
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              10.02   For
      purposes of this Plan, transfer of employment from the Company to a
      Subsidiary, from a Subsidiary to the Company, or from one Subsidiary to
      another Subsidiary shall not be deemed termination of employment. In
      addition, the Committee may on a case—by—case basis treat a transfer to a
      related company which is not a Subsidiary as not being a termination of
      employment.

            


    

    


    
      	
               
      

            	
              10.03   Appropriate
      provision may be made for all taxes required to be withheld in connection
      with any grant of and payment in respect of any Dividend Units under the
      applicable laws or other regulations of any governmental authority,
      whether Federal, state or local and whether domestic or
      foreign.

            


    

    


    
      	
               
      

            	
              10.04   Without
      amending the Plan, awards may be granted to Employees who are foreign
      nationals or employed outside the United States or both, on such terms and
      conditions different from those specified in the Plan as may, in the
      judgment of the Compensation Committee, be necessary or desirable to
      further the purpose of the Plan.

            


    

    


    
      	
               
      

            	
              10.05   To
      the extent that Federal laws (such as the Securities Exchange Act of 1934,
      the Internal Revenue Code of 1954 or the Employee Retirement Income
      Security Act of 1974) do not otherwise control, the Plan and all
      determinations made and actions taken pursuant hereto shall be governed by
      the law of Delaware and construed
accordingly.

            


    

    


    
      	
               
      

            	
              10.06   Notwithstanding
      any other provision of the Plan to the
contrary:

            


    

    


    
      	
               
      

            	
              (i)        Within
      30 days after the occurrence of a Change in Control, the Company shall pay
      to each Awardee an amount in cash, in a lump sum, equal to the product of
      (A), (B), (C) and (B), where (A) is equal to the amount of the dividend on
      a share of Common Stock most recently declared prior to the Change in
      Control, (B) is equal to the number of Dividend Units granted to an
      Awardee pursuant to a Dividend Unit agreement, (C) is equal to the number
      of regular dividend payment dates (assuming normal quarterly dividends)
      remaining during the term of the applicable Dividend Unit agreement and
      (D) is equal to 90 percent.

            


    

    


    
      	
               
      

            	
              (ii)      Definition:  “Change
      in Control” shall mean a change in control of the Company of a nature that
      would be required to be reported in response to Item 5(f) of Schedule 14A
      of Regulation 14A promulgated under the Securities Exchange Act of 1934,
      as amended (the “Exchange Act”), whether or not the Company is then
      subject to such reporting requirement; provided that, without limitation,
      a Change in Control shall be deemed to have occurred if (A) any
      individual, partnership, firm, corporation, association, trust,
      unincorporated organization or other entity, or any syndicate or group
      deemed to be a person under Section 14(d)(2) of the Exchange Act, is or
      becomes the “beneficial owner” (as defined in Rule 13d—3 of the General
      Rules and Regulations under the Exchange Act) , directly or indirectly, of
      securities of the Company representing 20% or more of the combined voting
      power of the company’s then outstanding securities entitled to vote in the
      election of directors of the Company; or (B) during any period of two (2)
      consecutive years (not including any period prior to the execution of this
      Plan), individuals who at the beginning of
such

            


    


    
      
         


      

      
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    period
constitute the Board of Directors and any new directors, whose election by the
Board of Directors or nomination for election by the company’s stockholders was
approved by a vote of at least three quarters (3/4) of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved, cease for any
reason to constitute a majority thereof; provided, further, that a change in
control shall not be deemed to be a Change in Control for purposes of this Plan
if the Board of Directors has approved such change in control prior to either
the occurrence of any of the events described in the foregoing clauses (A) and
(B) or the commencement by any person other than the Company of a tender offer
for the Common Stock not approved by the Board of Directors prior to such
commencement.

    


    
      
         

      

      
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