exhibit10_02.htm


    
      
         


      

      
         


        
        

      

      
         


        
          Exhibit
10.02

        

      

    


    


    


    AWARD
NOTICE

    


    NOTICE
OF NONQUALIFIED STOCK OPTION

    GRANTED
PURSUANT TO THE

    EASTMAN
CHEMICAL COMPANY

    2007 OMNIBUS LONG-TERM
COMPENSATION PLAN

    


    


    Grantee:  Mark J.
Costa

    


    Number of Shares:

    


    Option
Price:  $____

    


    Date of Grant:  October
28, 2008

    


    1.           Grant of
Option.  This Award Notice serves to notify you that the
Compensation and Management Development Committee (the “Committee”) of the Board
of Directors of Eastman Chemical Company ("Company") has granted to you, under
the Company’s 2007 Omnibus Long-Term Compensation Plan (the "Plan"), a
nonqualified stock option ("Option") to purchase, on the terms and conditions
set forth in this Award Notice and the Plan, up to the number of shares of its
$.01 par value Common Stock ("Common Stock") set forth above, at a price equal
to $____ per share. The Plan is incorporated herein by reference and made a part
of this Award Notice.  Capitalized terms not defined herein have the
respective meanings set forth in the Plan.  The principal terms of the
Plan, and of the offer by the Company of the shares of Common Stock covered by
the Option, are described in the Prospectus for the Plan, which Prospectus will
be delivered to you by the Company.

    


    2.           Period of Option and
Limitations on Right to Exercise.  Subject to earlier
cancellation of all or a portion of the Option as described in Sections 6 and 7
of this Award Notice, the Option will expire at 4:00 p.m., Eastern Standard
Time, on October 27, 2018 ("Expiration Date").

    


    3.           Exercise of
Option.

    


    (a)           Subject
to the terms set forth in this Award Notice, the Option will become exercisable
as to one-third of the shares covered hereby on October 28, 2009, and one-third
of the shares covered hereby on October 28, 2010, and as to the remaining shares
on October 28, 2011.

    


    (b)           Upon
your death, your personal representative may exercise the Option, subject to the
terms set forth in Section 6 of this Award Notice.

    


    (c)           The
Option may be exercised in whole or in part.  The exercise generally
must be accompanied by, or make provision for, full payment in cash, by check,
by a broker-assisted cashless method, or by surrendering unrestricted shares of
Common Stock having a value on the date of exercise equal to the exercise price,
or in any combination of the foregoing; however, if you wish to pay with shares
of Common Stock already held by you, you may submit an Affidavit of Ownership
form attesting to the ownership of the shares instead of share
certificates.


    
      
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    4.           Nontransferability.  The
Option is not transferable except by will or by the laws of descent and
distribution, and may not be sold, assigned, pledged or encumbered in any way,
whether by operation of law or otherwise.  The Option may be granted
only to, and exercised only by you during your lifetime, except in the case of a
permanent disability involving mental incapacity.

    


    5.           Limitation of
Rights.  You will not have any rights as a stockholder with
respect to the shares covered by the Option until you become the holder of
record of such shares by exercising the Option.  Neither the Plan, the
granting of the Option, nor this Award Notice gives you any right to remain
employed by the Company or its Subsidiaries.

    


     
6.           Termination.  Upon
termination of your employment with the Company and its Subsidiaries
("termination") by reason of death, disability, or retirement, the Option will
remain exercisable according to its terms until the earliest to occur of: 1)
five (5) years following your date of termination, or, 2) the Expiration
Date. Upon termination of your employment with the Company and its
Subsidiaries without "Cause" or for "Good Reason" (as such terms are
defined in your Employment Agreement dated May 4, 2006), the Option
shall immediately vest and remain exercisable until the earliest to occur
of: 1) five (5) years following your date of termination or 2) the Expiration
Date.  Upon termination due to voluntary resignation, the Option will
remain exercisable according to its terms until the earliest to
occur  of: 1) ninety (90) days following your date of termination or
2) the Expiration Date. Upon termination for “Cause”, any portion of the Option
not previously exercised by you will be canceled and forfeited by you, without
payment of any consideration by the Company.  Upon termination for a
reason other than those described in this Section, the Committee will determine
if all or any portion of the Option will remain exercisable and, if so, the
period of time the Option may be exercised, up to, but not later than, the
Expiration Date.

    


    7.           Noncompetition;
Confidentiality.  You will not, without the written consent of
the Company, either during your employment by the Company or thereafter,
disclose to anyone or make use of any confidential information which you have
acquired during your employment relating to any of the business of the Company,
except as such disclosure or use may be required in connection with your work as
an employee of the Company.  During your employment by the Company,
and for a period of two years after the termination of such employment, you will
not, either as principal, agent, consultant, employee or otherwise, engage in
any work or other activity in competition with the Company in the field or
fields in which you have worked for the Company.  The agreement in
this Section 7 applies separately in the United States and in other countries
but only to the extent that its application shall be reasonably necessary for
the protection of the Company.  You will forfeit all rights under this
Award Notice to or related to the Option if, in the determination of the
Committee, you have violated any of the provisions of this Section 7, and in
that event any issuance of shares, payment or other action with respect to the
Option shall be made or taken, if at all, in the sole discretion of the
Committee.   

    


    8.           Restrictions on Issuance of
Shares.  If at any time the Company determines that listing,
registration, or qualification of the shares covered by the Option upon any
securities exchange or under any state or federal law, or the approval of any
governmental agency, is necessary or advisable as a condition to the exercise of
the Option, the Option may not be exercised in whole or in part unless and until
such listing, registration, qualification, or approval shall have been effected
or obtained free of any conditions not acceptable to the Company.

    


    9.           Change in Ownership; Change
in Control.  Article 14 of the Plan contains certain special
provisions that will apply to the Option in the event of a Change in Ownership
or Change in Control, respectively.

        

        10.          Adjustment of Option
Terms.  The adjustment provisions of Article 15 of the Plan
will control in the event of a nonreciprocal transaction between the Company and
its stockholders that causes the per-share value of the Common Stock to change
(including, without limitation, any stock dividend, stock split, spin-off,
rights offering, or large nonrecurring cash dividend) or upon the occurrence of
or in anticipation of any other corporate event or transaction involving the
Company (including, without limitation, any merger, combination, or exchange of
shares).

     

        11.
         Plan
Controls.  In the event of any conflict between the provisions
of the Plan and the provisions of this Award Notice, the provisions of the Plan
will be controlling and determinative.


    
      
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