ex10_26.htm


    
      

    

    LYONDELLBASELL
INDUSTRIES AF S.C.A.

    
      MID-TERM
INCENTIVE PLAN

       

      (As
Established Effective April 1, 2008)

       

      1.       
     Objectives.

       

      LyondellBasell
Industries AF S.C.A., a Luxembourg company (the “Company”), hereby
establishes the LyondellBasell Industries AF S.C.A. Mid-Term Incentive Plan (the
“Plan”) for the
purposes of:

       

      
        	
                 
      

              	
                (a)

              	
                Focusing
      Participants on key measures of Company financial
    performance;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Providing
      significant award potential commensurate with Company financial
      performance;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Encouraging
      a forward management perspective and reward for sustained future
      performance;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Enhancing
      the ability of the Company and its Subsidiaries and Affiliates to attract
      and retain highly talented and competent individuals;
  and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Reinforcing
      a team orientation among top
management.

              


      

       

      2.      
      Definitions.

       

      As used
herein, the terms set forth below shall have the following respective
meanings:

       

      “Affiliate” means,
with respect to any Person or entity, any other Person or entity that directly
or indirectly through one or more intermediaries controls or is controlled by or
is under common control with such Person or entity.  “Control” means the
power to direct the management and policies of a Person or entity, affirmatively
(by direction) and negatively (by veto), directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise, and the terms
“controlling” and “controlled” have meanings correlative to the
foregoing.

       

      “Award” means an award
payable in cash that is paid, vested or otherwise deliverable solely based on
achieving one or more Financial Measures.

       

      “Award Agreement”
means an agreement in the form prescribed by the Plan Administrator that sets
forth the terms, conditions and limitations applicable to an Award.

       

       “Code” means the
United States Internal Revenue Code of 1986, as amended from time to
time.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Company” means
LyondellBasell Industries AF S.C.A.

       

      “Delegate” shall have
the meaning ascribed to such term in Section 3(a).

       

      “Employee” means an
individual employed by the Company, or any of its  Subsidiaries or
Affiliates.

       

      “Grant Date” means the
date the Company grants an Award.

       

      “Indemnified Person”
shall have the meaning ascribed to such term in Section 3(b).

       

      “Participant” means an
Employee to whom an Award has been granted under this Plan, or a former Employee
who still holds an outstanding Award.

       

      “Performance Cycle”
means the period beginning on January 1 of the year in which the Grant Date
occurs and ending on December 31 of the third calendar year (including the year
of the Grant) after the Grant Date, or such other period as determined by the
Company and specified in the Grant Letter.

       

      “Plan” means the
LyondellBasell Industries AF S.C.A. Mid-Term Incentive Plan, as amended from
time to time.

       

      “Plan Administrator”
means the Company or its Delegate, as set forth in
Section 3(a).

       

      “Subsidiary” means
with respect to any Person, (a) a corporation a majority of the voting Equity
Interests of which are at the time, directly or indirectly, owned by such
Person; or (b) any other Person (other than a corporation), including, a
partnership, limited liability company, business trust or joint venture, in
which such Person, at the time thereof, directly or indirectly, has at least a
majority ownership interest entitled to vote in the election of directors,
managers or trustees thereof (or other Person performing similar
functions).

       

      3.        
    Plan Administration and
Designation of Participants.

       

      (a)           Administration.  The
Plan Administrator of this Plan shall be the Company, which shall have full and
exclusive power to interpret this Plan and to adopt such rules, regulations and
guidelines for carrying out this Plan as it may deem necessary or
appropriate.  The Company may delegate its duties hereunder as Plan
Administrator to the Chief Executive Officer or other senior officers of the
Company (a “Delegate”), subject
to such rules and regulations as the Company establishes.  The Plan
Administrator may, in its discretion, retain the services of an outside
administrator for the purpose of performing any of its functions
hereunder.  The Plan Administrator may, in its discretion, eliminate
or make less restrictive any restrictions contained in an Award Agreement, waive
any restriction or other provision of this Plan or an Award Agreement, or
otherwise amend or modify an Award in any manner that is either (i) not adverse
to the Participant who holds the Award or (ii) consented to by such
Participant.  The Company may grant an Award to an individual whom it
expects to become an Employee of the Company or any Subsidiary or Affiliate
within the following six months, with the Award subject to the individual’s
actually becoming an Employee within that time, and subject to other terms and
conditions the Company establishes.  The Plan Administrator may
correct any defect or supply any omission or reconcile any inconsistency in this
Plan or in any Award Agreement in the manner and to the extent the Plan
Administrator deems necessary or desirable to further the Plan
purposes.  Any decision of the Plan Administrator in the
interpretation and administration of this Plan shall lie within its sole and
absolute discretion, and shall be final, conclusive and binding on all parties
concerned.

       

      
        
           


        

        
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      (b)           Indemnification.  No
Delegate (an “Indemnified Person”)
shall be liable in any manner whatsoever in connection with the administration,
construction or interpretation of this Plan, except arising out of such person’s
willful misconduct or as expressly provided by statute.  Under no
circumstances shall an Indemnified Person be liable for the acts of another
Indemnified Person.  In the performance of its duties, an Indemnified
Person shall be entitled to rely upon the information and advice furnished by
the Company’s counsel, tax advisors and any other person whose information or
advice the Company deems necessary or advisable, and no Indemnified Person shall
be liable for any action taken or not taken in reliance upon any such
advice.  The Company shall indemnify each Indemnified Person for any
loss or damages that it, he or she incurs in connection with, or arising out of,
this Plan, except for any loss or damages that result from such Indemnified
Person’s willful misconduct or as expressly provided by statute.

       

      4.      
      Award Agreement.


       

      Each
Award granted hereunder shall be described in a Grant Letter and an Award
Agreement, which shall be subject to the terms and conditions of the
Plan.

       

      5.       
     Financial Measures and Award
Calculation.

       

      (a)           Within
90 days after the beginning of the calendar year, the Company will establish one
or more objective performance goals for the Financial Measures for each calendar
year within a Performance Cycle, including an objective methodology to determine
the MTI Funding Ratio that corresponds with the attained performance
goals.  The Company will certify the MTI Funding Ratio reached for a
calendar year within 60 days after that calendar year ends.

       

      (b)           Eligible
employees’ Awards for Performance Cycle will be calculated by multiplying each
eligible employee’s Target Award Amount for the Performance Cycle by the MTI
Funding Ratio for the Performance Cycle.

       

      (c)           The
Target Award Amount for an eligible employee for a Performance Cycle shall be
stated in the Grant Letter.

       

      6.      
      Payment of Awards.


       

      Payment
of Awards shall be made in the form of a lump-sum cash payment at the time
specified in the Award Agreement.

       

      
        
           


        

        
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      7.         
   Termination of
Employment.

       

      The terms
of the Award Agreement shall govern the treatment of any unpaid Awards payable
to the Participant upon the termination of employment.  Termination of
employment is governed by the laws of employment of the country in which the
Participant is employed.  Notwithstanding anything contained herein to
the contrary, no Participant who is a U.S. taxpayer shall be considered to have
terminated employment for purposes of the Plan and the Award Agreement unless
the Participant would be considered to have incurred a “separation from service”
within the meaning of Section 409A of the Code.

       

      8.        
    Assignability.


       

      The
Participant’s rights under the Plan and any Award Agreement are
personal.  No assignment or transfer of the Participant’s rights under
and interest in an Award Agreement may be made by the Participant other than by
will or the laws of descent and distribution. Any attempted
assignment or transfer in violation of this Section 8 shall be null and
void.

       

      9.      
      Adjustments.

       

      (a)           The
existence of outstanding Awards shall not affect in any manner the right or
power of the Company to make or authorize any or all adjustments,
recapitalization, reorganizations or other changes in the ownership of the
Company or its business or any Company merger or consolidation, or any issue of
bonds, debentures or other obligations, or the Company’s dissolution or
liquidation, or any sale or transfer of all or any part of its assets or
business, or any other Company act or proceeding of any kind, whether or not of
a character similar to that of the acts or proceedings enumerated
above.

       

      (b)           If
the Company’s ownership structure changes, or a merger, consolidation or similar
corporate transaction involving the Company or an Affiliate occurs, or there is
a sale of a substantial portion of the Company’s or an Affiliate’s assets, or
any other event occurs that the Company determines justifies an adjustment, the
Company may adjust outstanding Awards as it deems necessary and appropriate in
its sole discretion.  Adjustments include, but are not limited to,
issuing additional or substitute Awards or adjusting Financial Measures and
targets associated with Awards, except where limited by Section 409A of the Code
and related regulations and Treasury pronouncements.

       

      10.           Tax
Withholding.

       

      The
Company shall have the right to deduct applicable taxes from any Award payment
and withhold an appropriate amount of cash for payment of taxes required by law,
or to take such other action as, in the opinion of the Company, may be necessary
to satisfy all obligations for withholding of such taxes.

       

      
        
           


        

        
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      11.     
      Amendments or
Termination. 

       

      The
Company may amend, alter or terminate this Plan, except that no amendment,
alteration or termination shall impair the rights of any Participant under any
Award Agreement in effect at the time of such amendment, alteration or
termination without the written consent of such Participant.

       

      12.     
      Unfunded
Plan.

       

      This Plan
shall be unfunded.  Any bookkeeping accounts established with respect
to a Participant’s Award shall be used merely as a
convenience.  Neither the Company, a Subsidiary nor an Affiliate shall
be required to segregate any assets for the purpose of providing benefits
hereunder, nor shall this Plan be construed as providing for such
segregation.  Furthermore, neither the Company, the Supervisory Board
of the Company, the Plan Administrator, a Subsidiary nor an Affiliate shall be
deemed to be a trustee of any cash or rights determined with respect thereto
under this Plan.  Any liability or obligation of the Company to any
Participant with respect to an Award under this Plan shall be based solely upon
any contractual obligations that may be created by this Plan and any Award
Agreement, and no such liability or obligation of the Company or any Subsidiary
or Affiliate shall be deemed to be secured by any pledge or other encumbrance on
any property of the Company or such Subsidiary.  Neither the Company,
the Supervisory Board of the Company, the Plan Administrator, a Subsidiary nor
an Affiliate shall be required to give any security or bond for the performance
of any obligation that may be created by this Plan.

       

      13.      
     No Right to Employment or
Future Awards.

       

      The
granting of an Award under the terms of this Plan shall not impose upon the
Company, a Subsidiary or an Affiliate any obligation to maintain any Participant
as an Employee, and shall not diminish the power of the Company, a Subsidiary or
an Affiliate to discharge any Participant at any time. Nor shall the
granting of an Award under the terms of this Plan confer any right to any future
Award.

       

      14.     
      Offsets for Certain Other
Incentive Payments.

       

      The
Company reserves the right to offset from payment of any Award any amount paid
or owed to an eligible employee through an incentive program, scheme,
arrangement, or other plan required by law, regulation, custom, contract
or agreement, other than payments made under the LyondellBasell Industries
AF S.C.A. Long-Term Incentive Plan or the annual short-term incentive program
for employees of the Company and its Subsidiaries or Affiliates.

       

      15.    
       Code Section 409A Compliance
Provisions for Participants who are U.S. Taxpayers.

       

      For
Participants who are U.S. taxpayers, the Company intends that any amounts
payable under the Plan must satisfy the requirements of Section 409A of the Code
in order to avoid imposition of applicable taxes thereunder.  Thus,
notwithstanding anything in this Plan to the contrary, if any Plan provision or
amount under the Plan would result in the imposition of an applicable tax under
Section 409A of the Code and related regulations and Treasury pronouncements,
that Plan provision or amount may be reformed to avoid imposition of the
applicable tax, and no action taken to comply with Section 409A shall be deemed
to adversely affect the rights of any Participant.  Notwithstanding
the foregoing, neither the Company nor the Plan Administrator shall have any
obligation to take any action under this Section 15 that would impose any
expenses upon or increase any costs to the Company.

       

      
        
           


        

        
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      16.           Special Provisions for
Certain Participants.

       

      (a)           Exchange
Rates.        For Participants
who are not paid on a U.S. Dollar payroll, the currency exchange rate for
calculating a Target Award Amount shall be determined as of the Grant
Date.  The currency exchange rate for calculating the amount to be
paid with respect to an Award shall be determined as of the date the MTI Funding
Ratio for the applicable Performance Cycle is approved by the Plan
Administrator.

       

      (b)           Tax
Compliance.         For
Participants who are not U.S. taxpayers, Award payments are subject to
compliance with the tax laws of the applicable jurisdictions.

       

      17.           Tax Normalization for
Expatriates.

       

      Grants of
Awards and payments of Awards made to expatriate Employees will be, pursuant to
the Company’s Expatriate Assignment Policy, tax normalized based on typical
income taxes and social security taxes in the expatriate Employee’s home country
relevant to the expatriate Employee’s domestic circumstances.

       

      18.           Construction.

       

      Headings
are given to the Sections and subsections of the Plan solely as a convenience to
facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any
provision thereof.  Words in the masculine gender shall include the
feminine gender, the plural shall include the singular, and the singular shall
include the plural.

       

      19.           Arbitration of
Disagreements.

       

      (a)           For Participants Paid on a
U.S. Dollar Payroll:       For
Participants paid on a U.S. Dollar payroll, any dispute, controversy or claim
arising out of or relating to this Award Agreement shall be settled by final and
binding arbitration conducted by the American Arbitration Association (the
“AAA”) in the State of Delaware.  The arbitrator shall be selected by
mutual agreement of the parties, if possible.  If the parties fail to
reach agreement upon appointment of an arbitrator within 30 days after one party
receives the other party’s notice of desire to arbitrate, the arbitrator shall
be selected from a panel or panels submitted by the AAA.  The
selection process to be used is set forth in the rules of the AAA, but if the
parties fail to select an arbitrator from one or more panels, AAA shall not have
the power to appoint an arbitrator but shall continue to submit additional
panels until an arbitrator has been selected.  All fees and expenses
of the arbitration, including a transcript if requested, will be borne by the
parties equally.

       

      
        
           


        

        
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      (b)           For Participants Paid other
than on a U.S. Dollar Payroll:For Participants paid other than on a U.S.
Dollar payroll, any dispute, controversy or claim arising out of or relating to
this Award Agreement shall be settled by final and binding arbitration conducted
according to the laws of the Grand Duchy of Luxembourg.

       

      20.           Governing
Law.

       

      (a)           For Participants Paid on a
U.S. Dollar Payroll:      For Participants
paid on a U.S. Dollar payroll, this Plan and all determinations made and actions
taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the Code or the securities laws of the United States, shall be
governed by, and construed and enforced according to, the laws of the State of
Delaware.

       

      (b)           For Participants Paid other
than on a U.S. Dollar Payroll:     For Participants paid
other than on a U.S. Dollar payroll, this Plan and all determinations made and
actions taken pursuant hereto, to the extent not otherwise governed by mandatory
provisions of the tax or securities laws of the applicable jurisdiction, shall
be governed by, and construed and enforced according to, the laws of the Grand
Duchy of Luxembourg.

       

       

      
        
          	 
      	
                  LYONDELLBASELL
      INDUSTRIES AF S.C.A.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	    
      /s/   C. Bart de Jong
	 
      	 
      	
                  C.
      Bart de Jong

                
	 
      	 
      	
                  Senior
      Vice President, Human
Resources

                


        

      

       

       

    

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