EXHIBIT 10.64



EXHIBIT 10.64


 


May 3, 2013


 


Mr. Lewis A. Steverson


3502 Meadowlark Lane


Crystal Lake, IL 60012


 


Dear Lewis:


 


As a result of your interviews with Corning,
we are pleased to offer you a position as Senior Vice President and General Counsel reporting to Wendell Weeks. In this role,
you will be a member of the Management Committee and an SEC 16b officer of Corning. Your work location will be Corning, NY starting
on or around June 3, 2013.


 


Base Salary & Annual Cash Bonuses


 


Your initial salary will be $580,000
per year, payable bi-weekly. Executive salary reviews are currently scheduled to occur around July 1 each year; your first
scheduled review will occur in July 2014.


 


In addition to your base salary, you will
be eligible to participate in a Corning GoalSharing Bonus Program, which is based on the corporate average of all such plans in
Corning. Annual cash awards earned under the program may range from 0% to 10% of your base salary. In general, this annual
bonus will be pro-rated for your first year of employment and paid in February to participants who are employed by Corning on
December 31 of the prior year, in accordance with Corning’s GoalSharing policies.


 


You will also be eligible to participate
in the Performance Incentive Plan. As a member of the Management Committee, this cash bonus plan is based 100% on corporate financial
performance. Your annual target opportunity will be 70% of your base salary. Your actual cash award amount may range
between 0% and 200% of target and will be pro-rated for time worked during your first year of employment. Awards earned under
this program will be paid in March to participants who are employed by Corning on December 31 of the prior year, based on plan
rules.


 


Long-Term Incentives


 


In this role, you will be an executive of
Corning. Annual grants of long-term incentives to executives are approved once a year in February. Your total target award under
this plan will not be prorated for the 2013 plan year and will be equal to $1,500,000.


 


The current plan design includes a mix
of:


 


	•	Cash
                                                                                                                                                                                                                 Performance
                                                                                                                                                                                                                 Units
                                                                                                                                                                                                                 (50%
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 target
                                                                                                                                                                                                                 award
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 $750,000)



 


	 	–	Opportunity
                                                                                                                                                                                                                     ranges
                                                                                                                                                                                                                     from
                                                                                                                                                                                                                     0%
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     150%
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     cash
                                                                                                                                                                                                                     performance
                                                                                                                                                                                                                     unit
                                                                                                                                                                                                                     target
                                                                                                                                                                                                                     value;



 


	 	–	Tied
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     corporate
                                                                                                                                                                                                                     financial
                                                                                                                                                                                                                     performance
                                                                                                                                                                                                                     (currently
                                                                                                                                                                                                                     two
                                                                                                                                                                                                                     equally
                                                                                                                                                                                                                     weighted
                                                                                                                                                                                                                     metrics
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     adjusted
                                                                                                                                                                                                                     EPS
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     adjusted
                                                                                                                                                                                                                     Operating
                                                                                                                                                                                                                     Cashflow);
                                                                                                                                                                                                                     and



 


	 	–	The
                                                                                                                                                                                                                     plan
                                                                                                                                                                                                                     currently
                                                                                                                                                                                                                     has
                                                                                                                                                                                                                     a
                                                                                                                                                                                                                     one
                                                                                                                                                                                                                     year
                                                                                                                                                                                                                     performance
                                                                                                                                                                                                                     period
                                                                                                                                                                                                                     with
                                                                                                                                                                                                                     any
                                                                                                                                                                                                                     award
                                                                                                                                                                                                                     actually
                                                                                                                                                                                                                     earned
                                                                                                                                                                                                                     subject
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     restrictions
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     a
                                                                                                                                                                                                                     further
                                                                                                                                                                                                                     two
                                                                                                                                                                                                                     years
                                                                                                                                                                                                                     until
                                                                                                                                                                                                                     it
                                                                                                                                                                                                                     is
                                                                                                                                                                                                                     paid
                                                                                                                                                                                                                     (scheduled
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     February
                                                                                                                                                                                                                     2016
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     2013
                                                                                                                                                                                                                     awards).



 


	•	Time-based
                                                                                                                                                                                                                 Restricted
                                                                                                                                                                                                                 Stock
                                                                                                                                                                                                                 Units
                                                                                                                                                                                                                 (25%
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 target
                                                                                                                                                                                                                 award
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 $375,000)



 


	 	–	The
                                                                                                                                                                                                                     grant
                                                                                                                                                                                                                     date
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     award
                                                                                                                                                                                                                     will
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     first
                                                                                                                                                                                                                     business
                                                                                                                                                                                                                     day
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     month
                                                                                                                                                                                                                     following
                                                                                                                                                                                                                     your
                                                                                                                                                                                                                     start
                                                                                                                                                                                                                     date
                                                                                                                                                                                                                     with
                                                                                                                                                                                                                     Corning;



 


	 	–	Not tied to performance;



 


	 	–	Vesting
                                                                                                                                                                                                                     occurs
                                                                                                                                                                                                                     after
                                                                                                                                                                                                                     three
                                                                                                                                                                                                                     years
                                                                                                                                                                                                                     (normally
                                                                                                                                                                                                                     scheduled
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     February
                                                                                                                                                                                                                     2016
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     other
                                                                                                                                                                                                                     executives
                                                                                                                                                                                                                     receiving
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     2013
                                                                                                                                                                                                                     awards,
                                                                                                                                                                                                                     but
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     vesting
                                                                                                                                                                                                                     date
                                                                                                                                                                                                                     will
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     July
                                                                                                                                                                                                                     2016
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     your
                                                                                                                                                                                                                     initial
                                                                                                                                                                                                                     2013
                                                                                                                                                                                                                     awards
                                                                                                                                                                                                                     since
                                                                                                                                                                                                                     you
                                                                                                                                                                                                                     will
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     joining
                                                                                                                                                                                                                     Corning
                                                                                                                                                                                                                     mid-year);
                                                                                                                                                                                                                     and



 


	 	–	The
                                                                                                                                                                                                                     actual
                                                                                                                                                                                                                     number
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     restricted
                                                                                                                                                                                                                     stock
                                                                                                                                                                                                                     units
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     awarded
                                                                                                                                                                                                                     will
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     based
                                                                                                                                                                                                                     on
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     target
                                                                                                                                                                                                                     value
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     component
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     closing
                                                                                                                                                                                                                     price
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     Corning
                                                                                                                                                                                                                     stock
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     effect
                                                                                                                                                                                                                     on
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     grant
                                                                                                                                                                                                                     date.



 


	•	Stock
                                                                                                                                                                                                                 Options
                                                                                                                                                                                                                 (25%
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 target
                                                                                                                                                                                                                 award
                                                                                                                                                                                                                 or
                                                                                                                                                                                                                 $375,000)



 


	 	–	The
                                                                                                                                                                                                                     grant
                                                                                                                                                                                                                     date
                                                                                                                                                                                                                     for
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     award
                                                                                                                                                                                                                     will
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     first
                                                                                                                                                                                                                     business
                                                                                                                                                                                                                     day
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     month
                                                                                                                                                                                                                     following
                                                                                                                                                                                                                     your
                                                                                                                                                                                                                     start
                                                                                                                                                                                                                     date
                                                                                                                                                                                                                     with
                                                                                                                                                                                                                     Corning;



 


	 	–	Not
                                                                                                                                                                                                                     tied
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     performance;



 


	 	–	Vesting occurs 100% after three years; and



 


	 	–	The
                                                                                                                                                                                                                     actual
                                                                                                                                                                                                                     number
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     stock
                                                                                                                                                                                                                     options
                                                                                                                                                                                                                     to
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     awarded
                                                                                                                                                                                                                     will
                                                                                                                                                                                                                     be
                                                                                                                                                                                                                     based
                                                                                                                                                                                                                     on
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     target
                                                                                                                                                                                                                     value
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     this
                                                                                                                                                                                                                     component,
                                                                                                                                                                                                                     a
                                                                                                                                                                                                                     Black-Scholes
                                                                                                                                                                                                                     value
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     35%
                                                                                                                                                                                                                     and
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     closing
                                                                                                                                                                                                                     price
                                                                                                                                                                                                                     of
                                                                                                                                                                                                                     Corning
                                                                                                                                                                                                                     stock
                                                                                                                                                                                                                     in
                                                                                                                                                                                                                     effect
                                                                                                                                                                                                                     on
                                                                                                                                                                                                                     the
                                                                                                                                                                                                                     grant
                                                                                                                                                                                                                     date.



 


These long-term incentives are subject
to the more complete terms and conditions of the awards which will be distributed to you after your start date with Corning.


 


Special Payments


 


In recognition of the unvested compensation
you will forfeit from your current employer as a result of accepting this offer, Corning will provide you with the following special
payments:


 


	•	Cash
                                                                                                    Payment: A special cash
                                                                                                    payment equal to $750,000
                                                                                                    to be paid within 30 days
                                                                                                    of your start date with Corning.
                                                                                                    As a special cash payment,
                                                                                                    this amount will not be considered
                                                                                                    to be eligible compensation
                                                                                                    for any other company-provided
                                                                                                    compensation or benefit plan.
                                                                                                    If you voluntarily resign
                                                                                                    from Corning or if you are
                                                                                                    terminated for cause in your
                                                                                                    first or second full year
                                                                                                    of employment, then 100% (in
                                                                                                    the first 12 months of employment)
                                                                                                    or 50% (in the second 12 months
                                                                                                    of employment) of this gross
                                                                                                    cash payment will be repayable
                                                                                                    to Corning within 30 days
                                                                                                    of your last day worked with
                                                                                                    Corning.



 


	•	Restricted
                                                                                                    Stock Award: You will
                                                                                                    receive a restricted stock
                                                                                                    award equal to $2,250,000
                                                                                                    as of the first business
                                                                                                    day of the month following
                                                                                                    your start date with Corning.
                                                                                                    This award will vest ratably
                                                                                                    (1/3 per year) over three
                                                                                                    years with the number of shares
                                                                                                    to be awarded calculated on
                                                                                                    the same basis as the Restricted
                                                                                                    Stock Unit award described
                                                                                                    above. If you voluntarily
                                                                                                    resign from Corning or if
                                                                                                    you are terminated for cause,
                                                                                                    then any unvested restricted
                                                                                                    stock award would be forfeited.
                                                                                                    If you are involuntarily terminated
                                                                                                    , not for cause, the release
                                                                                                    of these shares will be coordinated
                                                                                                    with the severance described
                                                                                                    below.



 


Additional Senior Officer Benefits


 


As a Senior Vice President of Corning,
you are eligible for the following additional benefits:


 


	•	Officer
                                                                                                                                                                                                                 severance
                                                                                                                                                                                                                 agreement
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 event
                                                                                                                                                                                                                 you
                                                                                                                                                                                                                 are
                                                                                                                                                                                                                 involuntarily
                                                                                                                                                                                                                 terminated,
                                                                                                                                                                                                                 not
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 cause.
                                                                                                                                                                                                                 In
                                                                                                                                                                                                                 general,
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 plan
                                                                                                                                                                                                                 provides
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 severance
                                                                                                                                                                                                                 benefits
                                                                                                                                                                                                                 equal
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 2x
                                                                                                                                                                                                                 base
                                                                                                                                                                                                                 +
                                                                                                                                                                                                                 target
                                                                                                                                                                                                                 bonuses.



 


	•	Officer
                                                                                                                                                                                                                 Change-in-Control
                                                                                                                                                                                                                 agreement
                                                                                                                                                                                                                 that
                                                                                                                                                                                                                 provides
                                                                                                                                                                                                                 severance
                                                                                                                                                                                                                 benefits
                                                                                                                                                                                                                 equal
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 2x
                                                                                                                                                                                                                 base
                                                                                                                                                                                                                 +
                                                                                                                                                                                                                 target
                                                                                                                                                                                                                 bonuses
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 other
                                                                                                                                                                                                                 protection
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 event
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 Change-in-Control
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Corning
                                                                                                                                                                                                                 Incorporated.



 


	•	Eligibility
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 an
                                                                                                                                                                                                                 executive
                                                                                                                                                                                                                 supplemental
                                                                                                                                                                                                                 pension
                                                                                                                                                                                                                 plan
                                                                                                                                                                                                                 benefit
                                                                                                                                                                                                                 that
                                                                                                                                                                                                                 generally
                                                                                                                                                                                                                 provides
                                                                                                                                                                                                                 pension
                                                                                                                                                                                                                 benefits
                                                                                                                                                                                                                 equal
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 2%
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Final
                                                                                                                                                                                                                 Average
                                                                                                                                                                                                                 Pay
                                                                                                                                                                                                                 per
                                                                                                                                                                                                                 year
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 service
                                                                                                                                                                                                                 up
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 a
                                                                                                                                                                                                                 maximum
                                                                                                                                                                                                                 benefit
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 50%
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 Final
                                                                                                                                                                                                                 Average
                                                                                                                                                                                                                 Pay
                                                                                                                                                                                                                 after
                                                                                                                                                                                                                 25
                                                                                                                                                                                                                 years.
                                                                                                                                                                                                                 You
                                                                                                                                                                                                                 must
                                                                                                                                                                                                                 work
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 Corning
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 10
                                                                                                                                                                                                                 years
                                                                                                                                                                                                                 to
                                                                                                                                                                                                                 become
                                                                                                                                                                                                                 vested
                                                                                                                                                                                                                 in
                                                                                                                                                                                                                 this
                                                                                                                                                                                                                 benefit.



 


	•	Eligibility
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 an
                                                                                                                                                                                                                 annual
                                                                                                                                                                                                                 Executive
                                                                                                                                                                                                                 Allowance
                                                                                                                                                                                                                 that
                                                                                                                                                                                                                 provides
                                                                                                                                                                                                                 for
                                                                                                                                                                                                                 limited
                                                                                                                                                                                                                 personal
                                                                                                                                                                                                                 use
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 the
                                                                                                                                                                                                                 corporate
                                                                                                                                                                                                                 aircraft
                                                                                                                                                                                                                 and
                                                                                                                                                                                                                 payment
                                                                                                                                                                                                                 of
                                                                                                                                                                                                                 home
                                                                                                                                                                                                                 security
                                                                                                                                                                                                                 fees.
                                                                                                                                                                                                                 We
                                                                                                                                                                                                                 will
                                                                                                                                                                                                                 provide
                                                                                                                                                                                                                 you
                                                                                                                                                                                                                 with
                                                                                                                                                                                                                 additional
                                                                                                                                                                                                                 details
                                                                                                                                                                                                                 about
                                                                                                                                                                                                                 this
                                                                                                                                                                                                                 program.



 


Your annual (12 month) allowance of flight
hours will be 30 hours (which includes both the time you are on the plane and any time spent


 


	CORNING INCORPORATED - 2013 Form 10-K	1






    	 



    	



    

for any empty plane repositioning flights).
Annual flight hours are calculated on a fiscal year of November 1 through October 31. Your annual allowance of 30 hours will
not be prorated for time worked in 2013. You are responsible for any taxes on the imputed income resulting from use of
this program with imputed income calculated in accordance with IRS rules and regulations.


 


Vacation


 


As a mid-career hire, you will be entitle
to an annual vacation allowance commencing at four (4) weeks per year.


 


Relocation


 


You will be eligible for a relocation
package as more completely described in the attached materials; this benefit includes the purchase of your principal residence
at appraised value and the movement of your household goods and effects. In addition, Corning will provide you with temporary
living expenses for up to 90 days until you relocate to Corning.


 


Other Terms and Conditions


 


This offer of employment is made contingent
on completion of a satisfactory background check and your passing a drug screen (please allow five business days for processing).
By signing below, you confirm that you have not disclosed to Corning any proprietary or confidential information or trade secrets
of another entity and that you will not bring any such information or material to Corning. You further confirm that you are not
subject to any obligation of non-competition by another entity that might prevent or interfere with your performance of the position
offered. In addition, you will be required to provide acceptable documents of identity and employment eligibility on the first
day of your employment.


 


Corning Incorporated Benefit Program
Highlights are enclosed. However, if you have any additional questions, please don’t hesitate to call me.


 


We look forward to hearing from you and
sincerely hope you will accept this opportunity with Corning. If you accept our offer, please sign below and return this letter
in the pre-paid, self-addressed envelope.


 


	Sincerely,	 
	 	 
	/s/ Christine M. Pambianchi	 
	Christine M. Pambianchi	 
	SVP, Human Resources	 


 

	ACCEPTED
    BY:
	 
	/s/ Lewis A.
    Steverson
	Lewis A. Steverson	 	(Date)
    


 

	CORNING INCORPORATED - 2013 Form 10-K	2