ex-1009.htm


     

    
      	 EXHIBIT
      10.9
	 
	 


    

     

    
       

      PERFORMANCE
SHARES DEFERRED STOCK UNITS AGREEMENT PURSUANT TO

      THE
DOW CHEMICAL COMPANY 1988 AWARD AND OPTION PLAN

       

       

      The Dow
Chemical Company (“the Company” or “Dow”) has delivered to you prospectus
material pertaining to shares of Dow Common Stock covered by The Dow Chemical
Company 1988 Award and Option Plan (“the Plan”). This document 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
      target number of Performance Deferred Stock Units you are awarded under
      this Agreement (“Target Units”) is outlined in the accompanying award
      letter with _____ as the effective date of the grant. Performance Deferred
      Stock Units are earned over a three-year period beginning _____ and ending
      on _____ (the "Performance Period"). The maximum number of Units that can
      be earned totals 250 percent of Target
Units.

              


      

       

      
        	
                3.

              	
                The
      total number of Deferred Stock Units earned under this grant will be
      determined and released in the form of Deferred Stock Units “Units” no
      later than _____. Prior to issuance and delivery of the Units you shall
      have no rights to the Units earned under this Agreement. In each year
      prior to issuance and delivery, 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 your right to the
      Units under all 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 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, death or disability, your
      current year’s Performance 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 grant 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 under this
  Agreement.

              


      

       

      
        	
                5.

              	
                A
      “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 Situation, then your Award shall receive Special Stock
      Treatment. Special Stock Treatment means that (i) the target number of
      Units in your grant shall be reduced to a new target number of Units that
      is proportionate to the period of time you were employed by the Dow
      Company during the stated performance period and (ii) the number of Units
      actually earned and delivered, if any, under the grant shall
      be

              


      

       


      
        
           


        

        
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                determined
      by applying the performance measures applicable to the grant to the
      proportionally reduced target number of Units determined in accordance
      with subclause (i) above. This proportionally reduced amount of the target
      Units shall be calculated by dividing (x) the period of time between the
      beginning of the performance period and the date of termination of
      employment by (y) the performance
period.

              


      

       

      
        	
                6.

              	
                For
      each Dow Common Stock dividend record date between _____ and _____, an
      account in your name will be credited with a sum of money equal to the
      amount that you would have received in dividends if Dow Common Stock
      instead of Deferred Stock Units had been issued to you (the "Dividend
      Equivalents"). The Dividend Equivalents associated with each installment
      of Units delivered to you pursuant to Section 3 will be paid in cash to
      you as additional compensation on a date between _____ and _____. 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.

              


      

       

      
        	
                7.

              	
                Your
      right to future issuance and delivery of Units may not be sold, pledged,
      assigned or otherwise transferred (except as hereinafter provided) and any
      attempt to sell, pledge, assign or otherwise transfer shall be void and
      your rights to the Units shall therefore be forfeited. Your right to such
      future issuance and delivery 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.

              


      

       

      
        	
                8.

              	
                Upon
      the occurrence of a Change of Control as defined in the Plan, your right
      to receive the number of units credited to your account under this
      Agreement shall not be forfeitable under any circumstances, and your units
      will continue to be delivered based on the original deferral period
      schedule, and Payment Date, if applicable.  . 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 such Separation from
Service.

              


      

       

      
        	
                9.

              	
                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 issuance and delivery of the Units under this
      Agreement you engage in any act of Unfair Competition, you shall promptly
      pay to the Company the Fair Market Value of Units Earned and Dividend
      Equivalents paid. 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.

              


      

       

      
        	
                10.

              	
                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 Target Units
      credited to your account on the books of the Company as deemed
      appropriate.

              


      

       

      
        	
                11.

              	
                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.

              


      

       

      
        	
                12.

              	
                This
      document shall constitute a Performance Deferred Stock Units 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. Subject to earlier termination by
      operation of another term or condition of this Agreement or the Plan, this
      Agreement will expire when Units Earned are delivered or when it is
      determined by the Compensation Committee that the Company’s strategic
      financial performance objectives have not been achieved, whichever date is
      earlier. 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 Performance
      Deferred Stock Units Agreement will not receive additional cash or
      non-cash compensation in lieu of the Performance Deferred Stock
      Units.

              


      

      

        
          
             


          

          
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