Exhibit 10.02 - Restricted Stock Award of Mark J. Costa

Form
    10-Q
    EXHIBIT
      10.02

    
 

    AWARD
      NOTICE 

    


    NOTICE
      OF RESTRICTED STOCK

    AWARDED
      PURSUANT TO THE

    EASTMAN
      CHEMICAL COMPANY

    2002
      OMNIBUS LONG-TERM COMPENSATION PLAN

    


    Grantee:
      Mark J. Costa

    


    Number
      of
      Shares: 30,000

    


    Date
      of
      Grant: June 1, 2006

    


    
      	1.	
              Award
                of Restricted Stock.
                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 granted to
                you,
                under the 2002 Omnibus Long-Term Compensation Plan ("Plan"), the
                number of
                shares ("Restricted Stock") of its $.01 par value Common Stock ("Common
                Stock") set forth above, to be held, subject to the terms of the
                Plan and
                this Award Notice, as restricted stock. This Award recognizes your
                significant contribution to the Company and provides additional incentive
                for your continued service with the Company. The Plan is incorporated
                herein by reference and made a part of this Award Notice. Capitalized
                terms not otherwise defined herein have the respective meanings set
                forth
                in the Plan.

            


    

    


    
      	2.	
              Lapse
                of Restrictions.
                The restrictions described below with respect to the Restricted Stock
                will
                lapse upon the earlier of: (1) as to 10,000 shares, on June 1, 2007;
                as to
                10,000, on June 1, 2008, and as to 10,000 shares, on June 1, 2009;
                in each
                case if and only if you are still an employee of the Company or a
                Subsidiary on date, or (2) termination of your employment with the
                Company
                and its Subsidiaries, if and only if such termination is by reason
                of
                death, disability, termination without Cause or for Good Reason as
                defined
                in your Employment Agreement dated May 4, 2006, or for another approved
                reason, as determined by the Committee (the dates and time described
                in
                clause (1) or (2), as applicable, are referred to herein as the "Vesting
                Dates"). 

            


    

    


    
      	3.	
              Book-Entry
                Registration.
                The Restricted Stock awarded pursuant to this Award Notice initially
                will
                be evidenced by book-entry registration only, without the issuance
                of
                certificates representing such
                shares.

            


    

    


    
      	4.	
              Issuance
                of Shares.
                Subject to the other terms of this Award Notice, the Company will
                either
                issue a certificate or certificates representing the Restricted Stock
                as
                promptly as practicable following the Vesting Dates. The Company
                may
                withhold or require the grantee to remit a cash amount sufficient
                to
                satisfy federal, state, and local taxes (including the Participant’s FICA
                obligation) required by law to be withheld. Further, either the Company
                or
                the grantee may elect to satisfy the withholding requirement by having
                the
                Company withhold or the grantee remit 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.

            


    

    


    You
      may
      elect to defer the Award until after you retire or otherwise terminate
      employment with the Company and its Subsidiaries under the terms and subject
      to
      the conditions of the Eastman Executive Deferred Compensation Plan, as the
      same
      now exists or may be amended hereafter (the “EDCP”). If you choose to defer the
      Award, the Award shall be converted into the right to receive a cash
      payment.

    


    If
      payment of the Award could, in the reasonable estimation of the Committee,
      result in your receiving compensation, in the year of scheduled payment, in
      excess of the amount deductible by the Company under Section 162(m) of the
      Internal Revenue Code, then such portion (or all, as applicable) of the Award
      as
      could, in the reasonable estimation of the Committee, create such excess
      compensation, may, at the sole discretion of the Committee, be converted into
      the right to receive a cash payment, which will be deferred until after you
      terminate employment with the Company and its Subsidiaries, provided that such
      deferral is compliant with the requirements of Internal Revenue Code Section
      409A and Treasury Regulations and guidance thereunder.


    
      
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    EXHIBIT
      10.02

    
 

    


    If
      any
      portion of an Award is converted into a right to receive a cash payment as
      described above, an amount representing the Fair Market Value of the deferred
      portion of the Award will be credited to the Stock Account of the Eastman EDCP
      and hypothetically invested in units of Common Stock. Thereafter, such amount
      will be treated in the same manner as other investments in the EDCP and shall
      be
      subject to the terms and conditions thereof.

    


    
      	5.	
              Restrictions
                on Transfer of Shares.
                The Restricted Stock, and the right to vote such shares and to receive
                dividends thereon, may not, except as otherwise provided in the Plan,
                be
                sold, assigned, transferred, pledged or encumbered in any way prior
                to the
                Vesting Dates, whether by operation of law or otherwise. Upon Vesting
                Dates, certificates for the Common Stock may be issued during your
                lifetime only to you, except in the case of a permanent disability
                involving mental incapacity.

            


    

    


    
      	6.	
              Limitation
                of Rights.
                Except as otherwise provided in this Award Notice or the Plan, prior
                to
                the Vesting Dates, you will have no rights of a stockholder with
                respect
                to the Restricted Stock, except for the right to receive such cash
                dividends, if any, as may be declared on the shares of Common Stock
                subject thereto from time to time, and the right to vote (in person
                or by
                proxy) such shares at any meeting of stockholders of the Company.
                Neither
                the Plan, this Award nor this Award Notice gives you any right to
                remain
                employed by the Company or a Subsidiary.


            


    

    


    
      	7.	
              Termination.
                Upon termination of your employment with the Company and its Subsidiaries,
                prior to a Vesting Date, other than by reason of death, disability,
                termination without Cause or for Good Reason as defined in your Employment
                Agreement dated ________, 2006, or for another approved reason, as
                determined by the Committee, all of the unvested shares of Restricted
                Stock 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.
                Sections 25 and 26 of the Plan contain certain special provisions
                that
                will apply to this Award in the event of a Change in Ownership or
                Change
                in Control, respectively.

            


    

     

    
      
        	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 shares of Common Stock subject to this Award automatically
                  will be
                  adjusted. If there is a change in the number of outstanding shares
                  of
                  Common Stock or any change in the outstanding stock of the Company
                  (or any
                  successor to the Company) prior to the Vesting Dates, the Committee
                  will
                  make any adjustments and modifications to this Award that it deems
                  appropriate. In the event of any other change in the capital structure
                  or
                  in the Common Stock of 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 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 forfeit all rights to this Award if you violate the
                noncompetition and confidentiality provisions contained in Section
                20 of
                the Plan. 

            


    

    


    
      	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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