ex-1010.htm


     

    
      	 EXHIBIT
      10.10
	 
	 


    

     

    
      SPECIAL
PERFORMANCE SHARES DEFERRED STOCK 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 shares of Deferred Stock you are awarded
      under this Agreement (“Target Shares”) is outlined in the accompanying
      award letter with _____ as the effective date of the grant. Shares are
      earned over a two-year period beginning _____ and ending on _____ (the
      "Performance Period"). The maximum number of shares that can be earned
      totals _____ percent of Target
Shares.

              


      

       

      
        	
                3.

              	
                The
      total number of shares earned under this grant will be determined and
      released into your account on _____. Prior to issuance and delivery of the
      Deferred Stock you shall have no rights as a stockholder with respect to
      the Deferred Stock earned under this Agreement. In each year prior to
      issuance and delivery, you (or your successors) shall make arrangements
      satisfactory to the Compensation and Leadership Development Committee for
      the payment of any taxes required to be withheld in connection with your
      right to shares of Deferred Stock 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 shares 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 or disability. Such forfeiture includes forfeiture
      if you retire or otherwise leave the Company voluntarily.  The
      Compensation and Leadership Development Committee or their delegate have
      the authority, however, to provide for the continuation of such rights in
      whole or in part despite such a termination and forfeiture whenever, in
      their sole judgment, it is determined that such continuation is in the
      best interests of the Company.  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
      and Leadership Development Committee for Plan awards.  You shall
      be considered to be disabled for the 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.

              	
                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 the Shares Earned had
      been issued to you (the "Dividend Equivalents"). The Dividend Equivalents
      associated with each share 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.

              


      

       

      
        	
                6.

              	
                The
      Company is under no obligation to grant you the right to receive any cash
      payment under any law, federal, local, domestic or
  foreign.

              


      

       

      
        	
                7.

              	
                Your
      right to future issuance and delivery of Deferred Stock 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 Deferred Stock 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 shares of Performance Shares credited to your
      account under this Agreement shall not be forfeitable under any
      circumstances, and your Performance Shares will generally continue to be
      delivered based on the original deferral period schedule and Payment Date.
      If you also experience an involuntary Separation from Service from Dow or
      an affiliate thereof within two years following a Change
  of

              


      

       


      
        
           


        

        
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                Control,
      and prior to the Payment Date, the Company shall deliver the Performance
      Shares credited to your account to you on the 30th
      day following such Separation from Service.  Shares credited to
      Awardees account will be determined based on reported company performance
      prior to the date of 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 this Deferred Stock you
      engage in any act of Unfair Competition, you shall promptly pay to the
      Company the Fair Market Value of Shares Earned and Dividend Equivalents
      paid. The Compensation and Leadership Development Committee shall, in its
      sole discretion, determine when any act of Unfair Competition has
      occurred, and the determination of the Compensation and Leadership
      Development 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 Shares
      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 Shares Deferred Stock 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 Shares Earned are delivered or when it is
      determined by the Compensation and Leadership Development 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 and Leadership Development
      Committee of the Company within ninety days of your receipt of this
      instrument. Individuals who reject this Deferred Stock will not receive
      additional cash or non-cash compensation in lieu of the Deferred
      Stock.

                


        

         

      

      
        
           


        

        
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