exh10biii.htm


    
       

      
        
          
            
              
                	 	
                         The
      Dow Chemical Company and Subsidiaries

                      	
                         EXHIBIT
      10(b)(iii)

                      
	 	
                         

                         

                      	 


              

            

          

        

         

      

    

    1979 Award and Option Plan
Amended


    RESOLVED,
that Section 12 of The Dow Chemical Company 1979 Award and Option Plan (the
“Plan”) be amended by adding thereto the following subsection:

    


    
      	
               
      

            	
              (g)

            	
              Notwithstanding
      any other provision of the Plan to the
contrary:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Deferred
      Stock:  Upon the occurrence of a Change in Control, an
      Awardee’s right to receive the number of shares of Deferred Stock credited
      to the account of the Awardee shall not be forfeitable under any
      circumstances, including but not limited to those circumstances set forth
      in subsection 6(e) of the Plan.  The Company shall deliver to
      the Awardee the shares of Deferred Stock credited to the account of the
      Awardee on the thirtieth day following the occurrence of a Change in
      Control unless the Awardee elects prior to the date of delivery of such
      Deferred Stock to receive a lump sum cash amount in lieu of such Deferred
      Stock, equal to the number of shares of Deferred Stock credited to the
      account of the Awardee multiplied by the greater of: (A) the highest price
      per share paid for the purchase of Common Stock in connection with the
      Change in Control and (B) the highest closing price per share paid for the
      purchase of Common Stock on the principal exchange on which the Common
      Stock is listed, or, if the Common Stock is not listed, on the NASD
      automatic quotation system, during the 30-day period immediately preceding
      the Change in Control.  The Compensation Committee shall have no
      discretion or authority to alter or delay the amount or form of payment of
      the Awardee’s shares of Deferred Stock, except to accelerate such
      payment.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Dividend
      Units:  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 (D), 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 calendar quarters remaining
      during the term of the applicable Dividend Unit agreement and (D) is equal
      to 90 percent.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              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 percent 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 Agreement), individuals who at the beginning of such 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 Agreement 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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