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Exhibit 10.20  


 
 

HUNTSMAN CORPORATION
  STOCK INCENTIVE PLAN    
    
    Nonqualified Stock Option Agreement    
    



	Grantee:	 	 	 	 	 	 	 
	 	 	 	 	 	
	 	 
	

Date of Grant:	
 	
 	

 	
 	

 	
 	

 
	

 	
 	
 	

 	
 	

	
 	

 
	

NQO Grant Number:	
 	
 	

 	
 	

 	
 	

 
	

 	
 	
 	

 	
 	

	
 	

 
	

Exercise Price per Share:	
 	
$	

 	
 	

 	
 	

 
	

 	
 	
 	

 	
 	

	
 	

 
	

Number of Option Shares Granted:	
 	
 	

 	
 	

 	
 	

 
	

 	
 	
 	

 	
 	

	
 	

 






        1.    Notice of Grant.    You are hereby granted an option ("Option") pursuant to the Huntsman Corporation Stock
Incentive Plan (the "Plan") to purchase the number of shares of Common Stock of Huntsman
Corporation (the "Company") set forth above, subject to the terms and conditions of the Plan and this Agreement. This Option is not intended to be an incentive stock option within the meaning of
Section 422 of the Code. 


        2.    Vesting and Exercise of Option.    Subject to the further provisions of this Agreement, the Option shall become
vested and may be exercised in accordance with the following schedule, by written notice to the Company at its principal executive office addressed to the attention of its Secretary (or such other
officer or employee of the Company as the Company may designate from time to time): 



	Anniversary of

Date of Grant
	 	Cumulative

Vested Percentage
	 
	1	st	331/3	%
	2	nd	662/3	%
	3	rd	100	%






        If
your employment with the Company is terminated for any reason (including without limitation on account of death, disability, or retirement), the Option, to the extent vested on the
date of your termination, may be exercised, at any time during the six month period following such termination, by you or by your guardian or legal representative (or by your estate or the person who
acquires the Option by will or the laws of descent and distribution or otherwise by reason of the death of you if you die during such period), but in each case only as to the vested number of Option
shares, if any, that you were entitled to purchase hereunder as of the date your employment so terminates. All Option shares that are not vested on your termination of employment shall be
automatically cancelled and forfeited without payment upon your termination. For purposes of this Agreement, "employment with the Company" shall include being an employee or a director of, or a
consultant to, the Company or an Affiliate. 


        There
is no minimum or maximum number of Option shares that must be purchased upon exercise of the Option. Instead, the Option may be exercised, at any time and from time to time, to
purchase any number of Option shares that are then vested according to the provisions of this Agreement. 


        Notwithstanding
any of the foregoing, the Option shall not be exercisable in any event after the expiration of 10 years from the above Date of Grant. 



        3.    Method of Payment.    Payment of the aggregate Exercise Price for the Share being purchased shall be by any of
the following, or a combination thereof, at your election: (a) cash; (b) check; (c) consideration received by the Company under a cashless broker exercise program approved by the
Company; or (d) the constructive surrender of other Shares which (i) in the case of Shares acquired 







 



upon
exercise of an option, have been owned by you for more than six months on the date of surrender, unless waived by the Committee in its discretion, and (ii) have an aggregate Fair Market
Value on the date of surrender equal to the aggregate Exercise Price of the Shares being purchased. 


        4.    Nontransferability of Option.    Without the express written consent of the Committee, which may be withheld for
any reason in its sole discretion, this Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during your lifetime only by
you. The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns. 



        5.    Entire Agreement; Governing Law.    The Plan is incorporated herein by reference. The Plan and this Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to
the subject matter hereof, and may not be modified materially adversely to your interest except by means of a writing signed by the Company and you. This Agreement is governed by the internal
substantive laws, but not the choice of law rules, of the state of Delaware. 



        6.    Withholding of Tax.    To the extent that the exercise of the Option results in the receipt of compensation by
you with respect to which the Company or a Subsidiary has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by you that are acceptable to the Company or
such Subsidiary, which, with the consent of the Committee, may include withholding a number of Shares that would otherwise be delivered on exercise or vesting that have an aggregate Fair Market Value
that does not exceed the amount of taxes to be withheld, you shall deliver to the Company or the Subsidiary such amount of money as the Company or the Subsidiary may require to meet its withholding
obligations under such applicable law. No delivery of Shares shall be made pursuant to the exercise of the Option under this Agreement until you have paid or made arrangements approved by
the Company or the Subsidiary to satisfy in full the applicable tax withholding requirements of the Company or Subsidiary. 


        7.    Amendment.    Except as provided below, this Agreement may not be modified in any respect by any oral statement,
representation or agreement by any employee, officer, or representative of the Company or by any written agreement which materially adversely affects your rights hereunder unless signed by you and by
an officer of the Company who is expressly authorized by the Company to execute such document. This Agreement may, however, be amended as permitted by the terms of the Plan, as in effect on the date
of this Agreement. Notwithstanding anything in the Plan or this Agreement to the contrary, if the Committee determines that the terms of this grant do not, in whole or in part, satisfy the
requirements of Section 409A of the Code, the Committee, in its sole discretion, may unilaterally modify this Agreement in such manner as it deems appropriate to comply with such section and
any regulations or guidance issued thereunder. 


        8.    General.    You agree that this Option is granted under and governed by the terms and conditions of the Plan and
this Agreement. In the event of any conflict, the terms of the Plan shall 


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control.
Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. 



	 	 	HUNTSMAN CORPORATION
	

 	
 	
By:	







	 	 	Name:	






	 	 	Title:	






	 	 	GRANTEE
	

 	
 	

 Signature




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HUNTSMAN CORPORATION STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement