ex-1008.htm


     

    
      	 EXHIBIT
      10.8
	 
	 


    

     

    
       

      SPECIAL
DEFERRED STOCK 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, the provisions of the Plan shall govern and this Agreement shall be
      deemed to be modified accordingly.

              


      

       

      
        	
                2.

              	
                The
      deferral period of this Agreement shall be from _____ until
      _____.  Issuance and delivery of the shares of Deferred Stock
      credited to your account on the books of the Company hereunder shall be
      deferred until _____ and shall be subject to the conditions described
      below. The shares will be released into your account at the end of the
      deferral period.  Prior to such issuance and delivery you shall
      have no rights as a stockholder with respect to the shares of Deferred
      Stock credited to your account 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 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.

              


      

       

      
        	
                3.

              	
                For
      each Dow Common Stock dividend record date during the period while shares
      of Deferred Stock remain credited to your account on the books of the
      Company and before their issuance and delivery to you, the Company shall
      pay to you as additional compensation a sum of money equal to the amount
      which you would have received in dividends if the shares of Deferred Stock
      credited to your account had been issued and delivered to you (the
      “Dividend Equivalents”). 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.

              


      

       

      
        	
                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 Committee and Chief Executive Officer 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 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.

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

              


      

       

      
        	
                6.

              	
                Your
      right to future issuance and delivery of Deferred Stock 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 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.

              


      

       

      
        
          	
                  7.

                	
                  Upon
      the occurrence of a Change of Control as defined in the Plan, your right
      to receive the number of shares of Deferred Stock credited to your account
      under this Agreement shall not be forfeitable under any circumstances, and
      your 

                


        

         

      


      
        
           


        

        
          137

          
            

          

        

        
           


        

      

       

      
        	
                 

              	
                Deferred
      Shares will generally continue to be delivered based on the original
      deferral period schedule. If you also experience 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 shares to you on the 30th
      day following such 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 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 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 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 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 Deferred
      Stock will not receive additional cash or non-cash compensation in lieu of
      the Deferred Stock.

                


        

         

      


      
        
           


        

        
          138