ex-10_31.htm


    Exhibit
10.31

    


    AWARD
NOTICE

    NOTICE
OF RESTRICTED STOCK UNITS

    AWARDED
PURSUANT TO THE

    EASTMAN
CHEMICAL COMPANY

    2007 OMNIBUS LONG-TERM
COMPENSATION PLAN

    


    Recipient:  Curt
Espeland

    


    Number of
Restricted Stock Units:  15,000

    


    Date of
Award:   December 2, 2009

    


    1.       Award of Restricted Stock
Unit.  This Award Notice serves to notify you that the
Compensation and Management Development Committee (the "Committee") of the Board
of Directors of Eastman Chemical Company ("Company") has awarded to you, under
the Company’s 2007 Omnibus Long-Term Compensation Plan (the "Plan"), the number
of restricted stock units ("Restricted Stock Units") set forth above,
representing the right to receive the same number of unrestricted shares of its
$.01 par value Common Stock ("Common Stock"),  subject to the terms of
the Plan and this Award Notice.  The Plan is incorporated herein by
reference and made a part of this Award Notice. Terms not otherwise defined
herein have the respective meanings set forth in the Plan.

    


    2.       Lapse of Restrictions and
Vesting of Restricted Stock Units. Subject to forfeiture of all of the
Restricted Stock Units prior to vesting as described in Sections 7 and 11 of
this Award Notice, the Restricted Stock Units will vest upon the earlier of (i)
December 2, 2013, if and only if you are still an employee of the Company or its
Subsidiaries at that time; or (ii) termination of your employment with the
Company or its Subsidiaries by reason of death or disability, with the number of
Restricted Stock Units set forth above prorated based on the number of full
calendar months in which you were employed during the vesting period (the date
described in clauses (i) or (ii),   as applicable, is referred to
herein as the "Vesting Date").

    


    3.       Issuance of Shares Upon
Vesting of Restricted Stock Units.  Subject to the other terms
of this Award Notice, the Company will either issue a certificate or
certificates for shares of Common Stock underlying the vested Restricted Stock
Units as promptly as practicable following the Vesting Date or place the shares
in your account maintained by the Company's stock plan
administrator.  The Company may withhold or require you to remit a
cash amount sufficient to satisfy all taxes required by law to be withheld.
Further, either the Company or you may elect to satisfy the withholding
requirement by having the Company withhold shares of common stock having a Fair
Market Value on the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction.

    


    4.       Nontransferability of
Restricted Stock Units; Limitation on Issuance of Shares.  The
Restricted Stock Units may not, except as otherwise provided in the Plan, be
sold, assigned, transferred, pledged, or encumbered in any way, whether by
operation of law or otherwise. After the Vesting Date, certificates for the
shares underlying the Restricted Stock Units may be issued during your lifetime
only to you, except in the case of a permanent disability involving mental
incapacity.

    


    5.       Limitation of
Rights.  Prior to issuance of shares to you following the
Vesting Date, you will have no voting or other rights as a stockholder of the
Company with respect to the Restricted Stock Units or the underlying common
shares. Neither the Plan nor this Award or Award Notice gives you any right to
remain employed by the Company and its Subsidiaries.

    



    
      
        
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    6.       Dividend
Equivalents.  The Restricted Stock Units entitle you to
dividend equivalents equal to any cash dividends paid during the period that the
Restricted Stock Units are outstanding and unvested with respect to a
corresponding number of shares of Common Stock underlying Restricted Stock Units
which vest on the Vesting Date. All such accrued dividend equivalents will
become payable in cash by the Company into your account maintained by the
Company’s stock plan administrator upon the Vesting Date of the Restricted Stock
Units.  Until payment, the dividend equivalents shall be subject to
the same terms and conditions as the Restricted Stock Units to which such
dividend equivalents relate and shall be forfeited and not paid in the event
that such Restricted Stock Units are not vested and are forfeited.

    


    7.       Termination.  Upon
termination of your employment with the Company or its Subsidiaries prior to the
Vesting Date, other than for one of the reasons described in Section 2 of this
Award Notice, all of the Restricted Stock Units will be canceled and forfeited
by you to the Company without the payment of any consideration by the
Company.  In such event, neither you nor any of your successors,
heirs, assigns, or personal representatives will thereafter have any further
rights or interest in such shares or otherwise in this Award.

    


    8.       Change in Ownership; Change
in Control.  Article 14 of the Plan contains certain special
provisions that will apply to this Award in the event of a Change in Ownership
or Change in Control.

    


    9.       Adjustment of
Shares.  If the number of outstanding shares of Common Stock
changes through the declaration of stock dividends or stock splits prior to the
Vesting Date, the units of Common Stock subject to this Award automatically will
be adjusted, according to the provisions of Article 15 of the
Plan.  In the event of any other change in the capital structure or
the Common Stock of the Company or other corporate events or transactions
involving the Company, the Committee is authorized to make appropriate
adjustments to this Award.

    


    10.         Restrictions on Issuance of
Shares.  If at any time the Company determines that listing,
registration, or qualification of the Restricted Stock Units or of the shares of
Common Stock subject to this Award upon any securities exchange or under any
state or federal law, or the approval of any governmental agency, is necessary
or advisable as a condition to the award or issuance of certificate(s) for the
shares of Common Stock subject to this Award, such award or issuance may not be
made in whole or in part unless and until such listing, registration,
qualification, or approval shall have been effected or obtained free of any
conditions not acceptable to the Company.

    


    11.         Noncompetition;
Confidentiality.  You will not, without the written consent of
the Company, either during your employment by the Company or thereafter,
disclose to anyone or make use of any confidential information which you have
acquired during your employment relating to any of the business of the Company,
except as such disclosure or use may be required in connection with your work as
an employee of the Company.  During your employment by the Company,
and for a period of two years after the termination of such employment, you will
not, either as principal, agent, consultant, employee, or otherwise, engage in
any work or other activity in competition with the Company in the field or
fields in which you have worked for the Company.  The agreement in
this Section 11 applies separately in the United States and in other countries
but only to the extent that its application shall be reasonably necessary for
the protection of the Company.  You will forfeit all rights under this
Award Notice to or related to the Restricted Stock Units if, in the
determination of the Committee, you have violated any of the provisions of this
Section 11, and in that event any payment or other action with respect to the
Restricted Stock Units shall be made or taken, if at all, in the sole discretion
of the Committee.   

    


    12.         Plan
Controls.  In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this Award Notice, the
provisions of the Plan will be controlling and determinative.


    
      
        
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