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Exhibit 10.19  


 
 

HUNTSMAN CORPORATION
  STOCK INCENTIVE PLAN    
    


SECTION 1.    Purpose of the Plan  


        The Huntsman Corporation Stock Incentive Plan (the "Plan") is intended to promote the interests of Huntsman Corporation, a Delaware corporation (the "Company"),
by encouraging Employees, Consultants and Directors to acquire or increase their equity interest in the Company and to provide a means whereby they may develop a sense of proprietorship and personal
involvement in the development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests
of the Company and its stockholders. The Plan is also contemplated to enhance the ability of the Company and its Subsidiaries to attract and retain the services of individuals who are essential for
the growth and profitability of the Company. 


SECTION 2.    Definitions  


        As used in the Plan, the following terms shall have the meanings set forth below: 



        "Award"
shall mean an Option, Restricted Stock, Performance Award, Phantom Shares, SAR, Substitute Award or Other Stock-Based Award. 


        "Award
Agreement" shall mean any written or electronic agreement, contract, instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by a
Participant. 


        "Board"
shall mean the Board of Directors of the Company. 


        "Change
of Control" shall mean: (a) with respect to an Award that is subject to Section 409A of the Code, the occurrence of any event which constitutes a change of control
under Section 409A of the Code, including any regulations promulgated pursuant thereto; and (b) with respect to any other Award, the occurrence of any of the following events:
(i) the acquisition by any "person," as such term is used in Sections 13(d) and 14(d) of the Exchange Act, other than the Company, a Subsidiary of the Company or a Company employee benefit
plan, of "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined
voting power of the Company's then outstanding securities entitled to vote generally in the election of directors; or (ii) the consummation of a reorganization, merger, consolidation or other
form of corporate transaction or series of transactions, in each case, with respect to which Persons who were the shareholders of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or
consolidated company's then outstanding voting securities in substantially the same proportions as their ownership immediately prior to such event; or (iii) the sale or disposition by the
Company of all or substantially all the Company's assets; or (iv) a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors;
or (v) the approval by the Board or the stockholders of the Company of a complete or substantially complete liquidation or dissolution of the Company. 


        "Code"
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations thereunder. 



        "Committee"
shall mean the Board or any committee of the Board designated, from time to time, by the Board to act as the Committee under the Plan. 


        "Consultant"
shall mean any individual who is not an Employee or a member of the Board and who provides consulting, advisory or other similar services to the Company or a Subsidiary. 







 



        "Director"
shall mean any member of the Board who is not an Employee. 


        "Employee"
shall mean any employee of the Company or a Subsidiary. 


        "Exchange
Act" shall mean the Securities Exchange Act of 1934, as amended. 


        "Fair
Market Value" shall mean, as of any applicable date, the last reported sales price for a Share on the New York Stock Exchange (or such other national securities exchange which
constitutes the principal trading market for the Shares) for the applicable date as reported by such reporting service approved by the Committee; provided, however, that if Shares shall not have been
quoted or traded on such applicable date, Fair Market Value shall be determined based on the next preceding date on which they were quoted or traded, or, if deemed appropriate by the Committee, in
such other manner as it may determine to be appropriate. In the event the Shares are not publicly traded at the time a determination of its Fair Market Value is required to be made hereunder, the
determination of Fair Market Value shall be made in good faith by the Committee. 


        "Incentive
Stock Option" or "ISO" shall mean an option granted under Section 6(a) of the Plan that is intended to qualify as an "incentive stock option" under Section 422
of the Code or any successor provision thereto. 


        "Incumbent
Directors" shall mean directors who either (A) are directors of the Company as of the date the Plan was adopted, or (B) are elected, or nominated for election,
thereafter to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but "Incumbent Director" shall not include an
individual whose election or nomination is in connection with (i) an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board or (ii) a plan or agreement to replace a
majority of the then Incumbent Directors. 


        "Non-Qualified
Stock Option" or "NQO" shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option. 


        "Option"
shall mean an Incentive Stock Option or a Non-Qualified Stock Option. 


        "Other
Stock-Based Award" shall mean an Award granted under Section 6(g) of the Plan. 


        "Participant"
shall mean any Employee, Consultant or Director granted an Award under the Plan. 


        "Performance
Award" shall mean any right granted under Section 6(c) of the Plan. 


        "Person"
shall mean individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity. 


        "Phantom
Shares" shall mean the right to receive Shares or cash equal to the Fair Market Value of such Shares, or any combination thereof, as determined by the Committee, which is
granted pursuant to Section 6(d) of the Plan. 


        "Restricted
Period" shall mean the period established by the Committee with respect to an Award during which the Award either remains subject to forfeiture or is not exercisable by the
Participant. 


        "Restricted
Stock" shall mean any Share, prior to the lapse of restrictions thereon, granted under Section 6(b) of the Plan. 


        "Rule 16b-3"
shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time
to time. 


        "SAR"
shall mean a stock appreciation right granted under Section 6(e) of the Plan that entitles the holder to receive the excess of the Fair Market Value of a Share on the
relevant date over the 


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exercise
price of such SAR, with the excess paid in cash and/or in Shares in the discretion of the Committee, subject to the limitation on cash payments in Section 6(e). 


        "SEC"
shall mean the Securities and Exchange Commission, or any successor thereto. 



        "Shares"
or "Common Shares" or "Common Stock" shall mean the common stock of the Company, $0.01 par value, and such other securities or property as may become the subject of Awards of
the Plan. 


        "Subsidiary"
shall mean any entity (whether a corporation, partnership, joint venture, limited liability company or other entity) in which the Company owns a majority of the voting power
of the entity directly or indirectly, and any other entity in which the Company has an economic interest that is designated by the Committee as a Subsidiary for purposes of the Plan, except with
respect to the grant of an ISO, in which case the term Subsidiary shall mean any "subsidiary corporation" of the Company as defined in Section 424 of the Code. 



        "Substitute
Award" shall mean an Award granted pursuant to Section 6(f) of the Plan. 


SECTION 3.    Administration.  


        The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee. Subject to the terms of the
Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Shares to be covered by, or with respect to which payments, rights,
or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may
be settled, exercised, canceled, forfeited, or suspended; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan;
(vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any
other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final,
conclusive, and binding upon all Persons, including the Company, any Subsidiary, any Participant, any holder or beneficiary of any Award, any stockholder and any other Person. The Committee may,
subject to any applicable law, regulatory, securities exchange or other similar restrictions, delegate to one or more officers of the Company, the authority to grant Awards to Employees and
Consultants who are not, and whose family members are not, subject to Section 16(b) of the Exchange Act (for this purpose "family members" include brothers or sisters (whether by whole or half
blood), spouse, ancestors, or lineal descendants of the Employee or Consultant, and any spouse of any of the foregoing). The Committee may impose such limitations and restrictions, in addition to any
required limitations or restrictions, as the Committee may determine in its sole discretion. Any Award granted pursuant to such a delegation shall be subject to all of the provisions of the Plan
concerning such Award. 


SECTION 4.    Shares Available for Awards.  


        (a)    Shares Available.    Subject to adjustment as provided in Section 4(c), the number of Shares that may be
issued with respect to Awards granted under the Plan shall be 21,590,909. If an Award is 


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forfeited
or otherwise lapses, expires, terminates or is canceled without the actual delivery of Shares, then the Shares covered by such Award, to the extent of such forfeiture, expiration, lapse,
termination or cancellation, shall again be Shares that may be issued with respect to Awards granted under the Plan. Shares withheld by the Company to satisfy tax withholding or exercise price
obligations shall not be considered delivered under the Plan and shall again be available for issuance under future Awards. 


        (b)    Sources of Shares Deliverable Under Awards.    Any Shares delivered pursuant to an Award may consist, in whole
or in part, of authorized and unissued Shares or of treasury Shares. 


        (c)    Adjustments.    In the event of a stock dividend, stock split, reverse stock split or similar event with
respect to Shares, the number of Shares with respect to which Awards may be granted, the number of Shares subject to outstanding Awards, the grant or exercise price with respect to outstanding Awards
and the individual annual grant limits with respect to Awards (other than dollar denominated Awards) automatically shall be proportionately adjusted, without action by the Committee; provided,
however, such automatic adjustment shall be evidenced by written addendums to the Plan and Award Agreements prepared by the Company and, with respect to Options, shall be in accordance with the
Treasury Regulations concerning Incentive Stock Options. 


        (d)    Individual Participant Limits.    The maximum number of Share-denominated Awards that may be granted under the
Plan to any individual during any calendar year shall not exceed 800,000 Shares, subject to adjustment as provided in Section 4(c). The maximum amount of dollar-denominated Awards that may be
granted to any Participant during any calendar year may not exceed $7,000,000. 


SECTION 5.    Eligibility.  


        Any Employee, Consultant or Director shall be eligible to be designated a Participant by the Committee. 


SECTION 6.    Awards.  



        (a)    Options.    Subject to the provisions of the Plan, the Committee shall have the authority to determine
Participants to whom Options shall be granted, the number of Shares to be covered by each Option, the purchase price therefor and the conditions and limitations applicable to the exercise of the
Option, including performance objectives, if any, and the following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the
provisions of the Plan. 



        (i)    Exercise Price.    The purchase price per Share purchasable under an Option shall be determined by the
Committee at the time the Option is granted, but, except with respect to a Substitute Award, shall not be less than the Fair Market Value per Share on the effective date of such grant. 


        (ii)    Time and Method of Exercise.    The Committee shall determine and provide in the Award Agreement the time or
times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms (which may include, without limitation, cash, check acceptable to the Company,
Shares already-owned by the Participant for more than six months (unless such holding requirement is waived by the Committee), a "cashless-broker" exercise (through procedures approved by the
Company), other securities or other property, a note (to the extent permitted by applicable law), or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant
exercise price) in which payment of the exercise price with respect thereto may be made or deemed to have been made. 


        (iii)    Incentive Stock Options.    An Incentive Stock Option may be granted only to an individual who is an employee
of the Company or any parent or subsidiary corporation (as defined in section 424 of the Code) at the time the Option is granted and must be granted within 10 years 



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from
the date the Plan was approved by the Board or the stockholders of the Company, whichever is earlier. To the extent that the aggregate Fair Market Value (determined at the time the respective
Incentive Stock Option is granted) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all incentive stock
option plans of the Company and its parent and subsidiary corporations exceeds $100,000, or such Options fail to constitute Incentive Stock Options for any reason, such purported Incentive Stock
Options shall be treated as Non-Qualified Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative
pronouncements, which of a Participant's purported Incentive Stock Options do not constitute Incentive Stock Options and shall notify the Participant of such determination as soon as reasonably
practicable after such determination. No Incentive Stock Option shall be granted to an individual if, at the time the Option is granted, such individual owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporation, within the meaning of section 422(b)(6) of the Code, unless (i) at the time
such Option is granted the option price is at least 110% of the Fair Market Value of the Common Stock subject to the Option and (ii) such Option by its terms is not exercisable after the
expiration of five years from the date of grant. An Incentive Stock Option shall not be transferable otherwise than by will or the laws of descent and distribution, and shall be exercisable during the
Participant's lifetime only by such Participant or the Participant's guardian or legal representative. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with
the provisions of Section 422 of the Code, or any successor provision, and any regulations promulgated thereunder. 


        (iv)    Forfeiture.    Upon a Participant's termination, whether voluntary or involuntary (and including without
limitation termination on account of death, disability, or retirement), all such Participant's Options as to which the Restricted Period has not elapsed as of the date of termination shall be
forfeited, and all such Participant's Options as to which the Restricted Period has elapsed as of the date of termination shall remain exercisable for the period of time set forth in the Award
Agreement, after which time any such Options which remain unexercised shall be forfeited. However, the Committee may, when it finds that a waiver would be in the best interests of the Company, waive
in whole or in part any or all remaining restrictions with respect to a Participant's Options. 




        (b)    Restricted Stock.    The Committee shall have the authority to grant Awards of Restricted Stock to such
Participants upon such terms and conditions as the Committee may determine. 



        (i)    Terms and Conditions.    Each Restricted Stock Award shall constitute an agreement by the Company to issue or
transfer a specified number of Shares to the Participant in the future, subject to the fulfillment during the Restricted Period of such conditions, including performance objectives, if any, as the
Committee may specify at the date of grant. During the Restricted Period, the Participant shall have such rights of ownership in or with respect to the Restricted Shares as set forth in the Award
Agreement. The holder of Restricted Stock shall be entitled to receive an equal number of unrestricted
Shares in exchange for his or her Restricted Stock upon the lapse or other satisfaction of the applicable restrictions. The Committee shall cause such unrestricted Shares, evidenced in such manner as
the Committee shall deem appropriate, to be issued promptly after the applicable restrictions have lapsed or otherwise been satisfied. 


        (ii)    Dividends.    Dividends paid on Restricted Stock may be paid directly to the Participant, may be subject to
risk of forfeiture and/or transfer restrictions during any period established by the Committee or sequestered and held in a bookkeeping cash account (with or without interest) or reinvested on an
immediate or deferred basis in additional shares of Common Stock, which credit or shares may be subject to the same restrictions as the underlying Award or such other 



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restrictions,
all as determined by the Committee in its discretion, as provided in the Award Agreement. 


        (iii)    Registration.    Any Restricted Stock may be evidenced in such manner as the Committee shall deem
appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of
Restricted Stock granted under the Plan, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock. 


        (iv)    Forfeiture.    Upon a Participant's termination during the applicable Restricted Period, whether voluntary or
involuntary (and including without limitation termination on account of death, disability, or retirement), all Restricted Stock shall be forfeited by the Participant and re-acquired by the
Company. However, the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such
Participant's Restricted Stock, provided, however, if the Award is intended to qualify as performance based compensation under Section 162(m) of the Code, such waiver may be only upon a
termination due to death or disability or a Change of Control of the Company or other event permitted under Section 162(m) of the Code. 


        (v)    Transfer Restrictions.    During the Restricted Period, Restricted Stock will be subject to such limitations on
transfer as necessary to comply with Section 83 of the Code. 




        (c)    Performance Awards.    The Committee shall have the authority to determine the Participants who shall receive a
Performance Award, which shall be denominated as a cash amount at the time of grant and confer on the Participant the right to receive payment of all or part of such Award upon the achievement of such
performance objectives during such Restricted Periods as the Committee shall establish with respect to the Award. 



        (i)    Terms and Conditions.    Subject to the terms of the Plan and any applicable Award Agreement, the Committee
shall determine the performance objectives to be achieved during the applicable Restricted Period, the length of the Restricted Period, the amount of any Performance Award and the amount of any
payment to be made pursuant to the vesting of any Performance Award. 


        (ii)    Payment of Performance Awards.    Performance Awards are earned when the Restricted Period has elapsed.
Performance Awards may be paid (in cash and/or in Shares, in the sole discretion of the Committee) in a lump sum or in installments promptly following the close of the Restricted Period, in accordance
with procedures established by the Committee with respect to such Award. 



        (iii)    Forfeiture.    Upon a Participant's termination during the applicable Restricted Period, whether voluntary or
involuntary (and including without limitation termination on account of death, disability, or retirement), all Performance Awards shall be forfeited by the Participant. However, the Committee may,
when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such Participant's Performance Award; provided,
however, if the Award is intended to qualify as performance based compensation under Section 162(m) of the Code, such waiver may be only upon a termination due to death or disability or a
Change of Control of the Company or other event permitted under Section 162(m) of the Code. 




        (d)    Phantom Shares.    The Committee shall have the authority to grant Awards of Phantom Shares to such
Participants upon such terms and conditions as the Committee may determine. 


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        (i)    Terms and Conditions.    Each Phantom Share Award shall constitute an agreement by the Company to issue or
transfer a specified number of Shares or pay an amount of cash equal to the Fair Market Value of a specified number of Shares, or a combination thereof to the Participant in the future, subject to the
fulfillment during the Restricted Period of such conditions, including performance objectives, if any, as the Committee may specify at the date of grant. During the Restricted Period, the Participant
shall not have any rights of ownership in or with respect to the Phantom Shares. Phantom Shares shall be earned upon the lapse of the Restricted Period. The Committee shall cause the corresponding
number of Shares to be issued or transferred, or shall cause the corresponding amount to be paid promptly thereafter. 


        (ii)    Dividend Equivalents.    Any Phantom Share award may provide, in the discretion of the Committee, that any or
all dividends or other distributions paid on a corresponding number of Shares during the Restricted Period be credited in a cash bookkeeping account (with or without interest) or that equivalent
additional Phantom Shares be awarded, which account or Phantom Shares may be subject to the same restrictions as the underlying Award or such other restrictions as the Committee may determine. 


        (iii)    Forfeiture.    Upon a Participant's termination during the applicable Restricted Period, whether voluntary or
involuntary (and including without limitation termination on account of death, disability, or retirement), all Phantom Shares shall be forfeited by the Participant. However, the Committee may, when it
finds that a waiver would be in the best interests of the Company, waive in whole or in part any or all remaining restrictions with respect to such Participant's Phantom Shares, provided, however, if
the Award is intended to qualify as performance based compensation under Section 162(m) of the Code, such waiver may be only upon a termination due to death or disability or a Change of Control
of the Company or such other event permitted by Section 162(m) of the Code. 




        (e)    SARs.    The Committee shall have the authority to determine the Participants to whom SARs shall be granted,
the number of SARs to be granted, the exercise price and the conditions and limitations applicable to the exercise of the SAR, including performance objectives, if any, and the following terms and
conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions of the Plan. 



        (i)    Exercise Price.    The exercise price per SAR shall be determined by the Committee at the time the SAR is
granted, but, except with respect to a Substitute Award, shall not be less than the Fair Market Value per Share on the effective date of such grant. 


        (ii)    Time of Exercise.    The Committee shall determine and provide in the Award Agreement the time or times at
which a SAR may be exercised in whole or in part. 


        (iii)    Method of Payment.    Unless provided in the Award Agreement, the Committee shall determine, in its
discretion, whether the SAR shall be paid in cash, shares of Common Stock or a combination of the two, provided however, that Participants who are subject to the tax laws of the United States of
America will not receive cash as either full or partial payment upon the exercise of any SAR. 


        (iv)    Forfeiture.    Upon a Participant's termination, whether voluntary or involuntary (and including without
limitation termination on account of death, disability, or retirement), all such Participant's SARs as to which the Restricted Period has not elapsed as of the date of termination shall be forfeited,
and all such Participant's SARs as to which the Restricted Period has elapsed as of the date of termination shall remain exercisable for the period of time set forth in the Award Agreement, after
which time any such SARs which remain unexercised shall be forfeited. However, the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part
any or all remaining restrictions with respect to a Participant's SARs. 



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        (f)    Substitute Awards.    Awards may be granted under the Plan in substitution of similar awards held by
individuals who become Employees, Consultants or Directors as a result of a merger, consolidation or acquisition by the Company or a Subsidiary of another entity or the assets of another entity. Such
Substitute Awards, if an Option or SAR, may have an exercise price less than the Fair Market Value of a Share on the date of such substitution, to the extent necessary to preserve the value of the
award, and will become exercisable upon the lapse of the Restricted Period. Such Substitute Awards, if Restricted Stock or Phantom Shares, shall be earned by the Participant, and promptly issued,
transferred, or paid, upon the lapse of the Restricted Period. 



        (g)    Other Stock-Based Award.    The Committee may also grant to Participants an Other Stock-Based Award, which
shall consist of a right which is an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares as is deemed by the Committee to be
consistent with the purposes of the Plan, which may include Shares paid in lieu of cash compensation, whether as a bonus or part of deferred compensation or any other arrangement. Subject to the terms
of the Plan, the Committee shall determine the terms and conditions, including performance objectives, if any, of any such Other Stock-Based Award. Such Other Stock-Based Award, if an Option or SAR,
will become exercisable upon the lapse of the Restricted Period. Such Other Stock-Based Award, if Restricted Stock or Phantom Shares, shall be earned by the Participant, and promptly issued,
transferred, or paid, upon the lapse of the Restricted Period. 


        (h)    General.    



        (i)    Award Agreements.    An Award Agreement may be delivered to each Participant to whom an Award is granted. The
terms of the Award Agreement shall be as determined by the Committee, so long as they are consistent with the Plan, and may not be amended, except as provided in the Plan as in effect at the time the
Award is granted. 


        (ii)    Awards May Be Granted Separately or Together.    Awards may, in the discretion of the Committee, be granted
either alone or in addition to, or in tandem with, any other Award granted under the Plan or any award granted under any other plan of the Company or any Subsidiary. Awards granted in addition to or
in tandem with other Awards or awards granted under any other plan of the Company or any Subsidiary may be granted either at the same time as or at a different time from the grant of such other Awards
or awards. However, in no event may a SAR granted to a Participant who is subject to tax under Section 409A of the Code be granted in tandem with another Award under the Plan. 


        (iii)    Limits on Transfer of Awards.    



        (A)  Except
as provided in paragraph (C) below, each Award, and each right under any Award, shall be exercisable only by the Participant during the Participant's
lifetime, or if permissible under applicable law, by the Participant's guardian or legal representative as determined by the Committee. 



        (B)  Except
as provided in paragraph (C) below, no Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported prohibited assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any Subsidiary. 


        (C)  To
the extent specifically approved in writing by the Committee, an Award (other than an Incentive Stock Option, and subject, in the case of Restricted Stock to
Section 83 of the Code) may be transferred to immediate family members or related family trusts, limited partnerships or similar entities or other Persons on such terms and conditions as the
Committee may establish or approve. 




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HUNTSMAN CORPORATION STOCK INCENTIVE PLAN