ex-1007.htm


     

    
      	 EXHIBIT
      10.7
	 
	 


    

     

    
       

       

      DEFERRED
STOCK UNITS AGREEMENT PURSUANT TO THE DOW CHEMICAL COMPANY

      1988
AWARD AND OPTION PLAN

       

       

      The Dow
Chemical Company (“the Company”) has delivered to you prospectus material
pertaining to the shares of Common Stock covered by The Dow Chemical Company
1988 Award and Option Plan (“the Plan”). This instrument is referred to herein
as “this Agreement”. Terms that are used herein and defined in the Plan are used
as defined in the Plan. THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.

       

      TERMS AND
CONDITIONS

       

      
        	
                1.

              	
                This
      Agreement is in all respects subject to the provisions of the Plan, as the
      Plan may be amended from time to time. The Plan is incorporated by
      reference. In the event of any conflict between this Agreement and the
      Plan, as the Plan may be amended from time to time, the provisions of the
      Plan shall govern and this Agreement shall be deemed to be modified
      accordingly.

              


      

       

      
        	
                2.

              	
                The
      term of this Agreement shall be from _____ until _____. For each Dow
      Common Stock dividend record date occurring during the term of this
      Agreement, each Deferred Stock Unit credited to your account under this
      Agreement shall entitle you to receive cash payments from the Company
      equivalent in value to the dividend paid upon the same number of shares of
      Dow Common Stock. Awardees regularly paid compensation by a Dow Company in
      other than U.S. dollars will receive such payment of Dividend Equivalents
      converted from U.S. dollars at the Dow inter-company trading rate in
      effect at the time of delivery.  Such Dividend Equivalents shall
      be paid to you on the date the dividend was paid to shareholders of the
      Company’s common stock.

              


      

       

      
        	
                3.

              	
                During
      the term of this Agreement you shall have no rights as a stockholder with
      respect to the Deferred Stock Units on the accompanying award letter. You
      (or your successors) shall make arrangements satisfactory to the
      Compensation Committee for the payment of any taxes required to be
      withheld in connection with any right to Deferred Stock Units under
      applicable laws and regulations of any governmental authority, whether
      federal, state or local and whether domestic or foreign. The Company and
      its Subsidiaries or Affiliates (collectively and individually a “Dow
      Company”) and their directors, officers, employees, or agents shall not be
      liable for any delay in issuance or receipt of any units pursuant to this
      Deferred Stock Units Agreement.

              


      

       

      
        	
                4.

              	
                This
      Agreement shall terminate and your rights under this Agreement shall be
      forfeited if your employment with any Dow Company is terminated for any
      reason other than death, disability or retirement or a Special Separation
      Situation. In the event of your retirement, disability or death, your
      current year’s Deferred Stock Unit grant will be prorated based on the
      period of time worked during the year. If you take a leave of absence from
      a Dow Company, for any reason, your award under this Agreement will be
      subject to the leave of absence policy established by the Compensation
      Committee for Plan awards.   For purposes of this
      Agreement, “retirement” is defined in your home country retirement policy
      in effect at the inception of this Agreement.  You shall be
      considered to be disabled for purposes of this Agreement in the event you,
      by reason of any medically determinable physical or mental impairment
      which can be expected to result in death or which can be expected to last
      for a continuous period of not less than 12 months, are receiving income
      replacement benefits for a period of not less than 3 months under an
      accident and health plan or arrangement covering employees of the
      Company.  Your death or disability shall not accelerate the time
      of payment of Deferred Stock Units under this
  Agreement.

              


      

       

      
        	
                5.

              	
                The
      Compensation Committee has determined that it is in the best interests of
      the Company to waive the forfeiture provision in section 4 in Special
      Separation Situations. “Special Separation Situation” is defined as a
      situation in which (a) a Dow Company terminates your employment by
      employer action for a reason that qualifies you for a severance benefit
      (which includes the Special Stock Treatment described in this section 5)
      under a severance plan sponsored by a Dow Company, and (i) you fulfill the
      requirements of the severance plan in order to qualify for payment of the
      severance benefit, and (ii) you and the Dow Company sign a Release that
      provides for the Special Stock Treatment described in this section 5; or
      (b) a Dow Company terminates your employment by employer action, and i)
      you do not qualify for a severance benefit under a severance plan
      sponsored by the Dow Company under the circumstances specified in
      paragraph 5a, and ii) the reason for termination was not because of the
      violation of an employer rule, or a law, regulation or other such
      government requirement, or dishonesty or theft, or because you engaged in
      activity harmful to the interests of, or in competition with, a Dow
      Company, and iii) you and the Dow Company sign a Release that provides for
      the Special Stock Treatment described in this section 5. If your
      employment is terminated under a Special Separation
  

              


      

       


      
        
           


        

        
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                Situation,
      then your Award shall receive Special Stock Treatment. Special Stock
      Treatment means that your Award will be reduced to a number of units
      proportionate to the period of time you were employed by the Dow Company
      during the deferral period. This proportionally reduced amount shall be
      calculated by dividing (x) the period of time between the grant date and
      the date of termination of employment by (y) the time period comprised in
      the term of the Agreement.

              


      

       

      
        	
                6.

              	
                Your
      right to future payments for the Deferred Stock Units credited to your
      account under this Agreement may not be sold, pledged, or otherwise
      transferred (except as hereinafter provided) and any attempt to sell,
      pledge, assign or otherwise transfer shall be void and your rights to cash
      payments for the Deferred Stock Units credited to your account shall
      therefore be forfeited. Your right to such future payments shall, however,
      be transferable by will or pursuant to the laws of descent and
      distribution or you may make a written designation of a beneficiary on the
      form prescribed by the Company, which beneficiary (if any) shall succeed
      to your rights under this Agreement in the event of your
      death.

              


      

       

      
        	
                7.

              	
                Upon
      the occurrence of a Change of Control as defined in the Plan, your right
      to receive the number of Deferred Stock Units credited to your account
      under this Agreement shall not be forfeitable under any circumstances, and
      your deferred stock units will generally continue to be delivered based on
      the original deferral period schedule. If you also experience an
      involuntary Separation from Service from Dow or an affiliate thereof
      within two years following a Change of Control, and prior to the Payment
      Date, the Company shall deliver these units to you on the 30th
      day following your Separation from
Service.

              


      

       

      
        	
                8.

              	
                If
      at any time during the term of this Agreement you engage in any act of
      Unfair Competition (as defined below), this Agreement shall terminate
      effective on the date on which you enter into such act of Unfair
      Competition, unless terminated sooner by operation of another term or
      condition of this Agreement or the Plan. In addition, if at any time
      within three years after expiration of this Agreement you engage in any
      act of Unfair Competition, you shall promptly pay to the Company any cash
      amount paid to you under this Agreement. The Compensation Committee shall,
      in its sole discretion, determine when any act of Unfair Competition has
      occurred, and the determination of the Compensation Committee shall be
      final and binding as to all parties. For purposes of this Agreement, the
      term “Unfair Competition” shall mean and include activity on your part
      that is in competition with a Dow Company or is or may be harmful to the
      interests of a Dow Company, including but not limited to conduct related
      to your employment for which either criminal or civil penalties against
      you may be sought, or your acceptance of employment with an employer that
      is in competition with a Dow
Company.

              


      

       

      
        	
                9.

              	
                In
      the event that additional shares of Common Stock of the Company are issued
      pursuant to a stock split or a stock dividend, the Board of Directors
      shall make appropriate adjustments in the number and kind of Deferred
      Stock Units credited to your account on the books of the Company as deemed
      appropriate.

              


      

       

      
        	
                10.

              	
                Nothing
      contained in this Agreement shall confer or be deemed to confer upon you
      any right with respect to continuance of employment by a Dow Company, nor
      interfere in any way with the right of a Dow Company to terminate your
      employment at any time with or without assigning a reason
      therefore.

              


      

      
         

        
          	
                  11.

                	
                  This
      instrument shall constitute a Deferred Stock Unit Agreement between the
      Company and you, and this Agreement shall be deemed to have been made on
      _____. To the extent that federal laws do not otherwise control, this
      Agreement shall be governed by the laws of the state of Delaware and
      construed accordingly. You may choose to reject this award by written
      notice delivered to the Compensation Committee of the Company within
      ninety days of your receipt of this instrument. Individuals who reject
      this Agreement will not receive additional cash or non-cash compensation
      in lieu of the Deferred Stock Unit
payments.

                


        

      


      
        
           


        

        
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