Exhibit
10.4


 


HUNTSMAN
OUTSIDE DIRECTORS


ELECTIVE
DEFERRAL PLAN


 


This Elective Deferral
Plan of Huntsman Corporation is effective as of January 1, 2006 except as
otherwise provided in this Plan.


 


ARTICLE I


 


NAME


 


1.1                               Name.  The Plan shall be known as the “HUNTSMAN
OUTSIDE DIRECTORS ELECTIVE DEFERRAL PLAN” and is hereinafter sometimes referred
to as the “Plan”.


 


ARTICLE II


 


PURPOSE


 


2.1                               Purpose.  This Plan has been created for the primary purpose
of providing outside directors of the Employer with the ability to defer the
receipt of director fees.


 


ARTICLE III


 


DEFINITIONS


 


When used herein, the
following words shall have the meanings indicated, unless the context clearly
indicates otherwise:


 


3.1                               Account.  The word “ACCOUNT” shall mean the Deferral
Account described in Section 5.1.


 


3.2                               Beneficiary.  The word “BENEFICIARY” shall mean the person
or persons entitled to receive benefits upon the death of a Director under this
Plan.


 


3.3                               Code.  The word “CODE” shall mean the Internal
Revenue Code of 1986, as amended.


 


3.4                               Commencement
Date.  The words “Commencement Date”
shall mean the Termination Date of the Director.


 


3.5                               Deferral
Account.  The words “DEFERRAL ACCOUNT”
shall mean the account maintained on the books of the Employer as described in Section 5.1.


 


3.6                               Director.  The word “DIRECTOR” shall mean an Eligible
Person who has become a participant in the Plan.


 





















 


3.7                               Directors
Fees.  The words “DIRECTORS FEES”
with respect to a Director shall mean the total amount payable in cash to the
Director for services as a member or committee member of the Board of Directors
of the Employer.


 


3.8                               Effective
Date.  The “EFFECTIVE DATE” of this
Plan shall be January 1, 2006.


 


3.9                               Eligible
Person.  The words “Eligible Person”
shall mean any member of the Board of
Directors of the Employer receiving Directors Fees who is not an employee of
the Employer or any of its affiliates.


 


3.10                        Employer.  The word “EMPLOYER” shall mean Huntsman
Corporation or any successor thereof, if its successor shall adopt this Plan.


 


3.11                        Plan.  The word “PLAN” shall mean the Elective
Deferral Plan set forth in and by this document, as the same may be amended
from time to time.


 


3.12                        Plan
Administrator.  The words “Plan
Administrator” shall mean the person or committee designated by the Employer to
administer this Plan.  In the absence of
an effective designation, it shall mean the Employer.


 


3.13                        Plan
Year.  The words “PLAN YEAR” shall
mean the calendar year.


 


3.14                        Termination
Date.  The words “TERMINATION DATE” shall
mean the date a Director ceases to be a member of the Board of Directors of the
Employer for any reason whatsoever, voluntary or involuntary, other than death;
provided, however, if the Plan Administrator determines that the Director has
not experienced a “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) on
the date that would otherwise be a Termination Date hereunder, then the “Termination
Date” for purposes of the Plan shall be the first date thereafter as of which
the Director has experienced a separation from service within the meaning of
Code Section 409A(a)(2)(A)(i).


 


3.15                        Unforeseeable Emergency.  The words “Unforeseeable Emergency” of a
Director shall mean a severe financial hardship to the Director resulting from
an illness or accident of the Director, the spouse of the Director or a
dependent (within the meaning of Code Section 152(a)) of the Director,
loss of the Director’s property due to casualty or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the Director as determined by the Plan Administrator to be an “unforeseeable
emergency” within the meaning of Code Section 409A(a)(2)(B)(ii).


 


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ARTICLE IV


 


ELIGIBILITY


 


4.1                               Participation.  Each Eligible Person shall be eligible to
participate in this Plan as of the later of January 1, 2006 or the first
day of the month coincident with or immediately following the date he or she
becomes an Eligible Person.  A Director
shall cease to be eligible to make further elective deferrals under this Plan
at such time as the Director ceases to be an Eligible Person.


 


4.2                               Elections.   A Director may make an election once
each Plan Year to defer receipt of all or a portion of the Directors Fees
payable to the Director with respect to the Plan Year and such election may not
be modified during the Plan Year.  The
election for a Plan Year must be made prior to the beginning of the Plan Year.  Notwithstanding
the foregoing, an individual who first becomes an Eligible Person during a Plan
Year may make an election within 30 days of the date the Eligible Person became
a member of the Board of Directors, which election shall apply with respect to
Directors Fees payable with respect to such Plan Year under rules established
by the Plan Administrator.  An election
expires at the end of the Plan Year to which it relates.


 


ARTICLE V


 


ACCOUNTS


 


5.1                               Establishment
and Determination of Elective Account. 
The Employer shall establish an Elective Deferral Account on its books for
each Director. The Deferral Account balance of a Director shall be credited
with each of the following:


 


(a)                                  Elective Deferral Contribution.  The Employer shall credit to the Deferral
Account of the Director the amount specified by the election of the Director
under Section 4.2 at the time the Directors Fees would otherwise have been
paid to the Director.  The Director Fees
actually paid to the Director for the period by the Employer shall be reduced
by the amount credited to the Deferral Account under this Section 5.1(a).


 


(b)                                 Earnings.  As of the end of each month, and as of the date
the benefit is payable under Article VI, the Employer shall adjust the
Deferral Account of a Director under rules established by the Plan
Administrator to reflect the increase or decrease that would have been incurred
by the account since the last day of the preceding month if the account had
been invested for the applicable period in the investments selected in advance
by the Director from those made available by the Plan Administrator, or to the
extent no selection has properly been made, by adjusting the account to reflect
the increase or decrease that would have been incurred by the account for the
applicable period if the account had been invested for the applicable period in
the fixed income fund selected in its sole discretion by the Plan
Administrator.  The Plan Administrator
shall prescribe such rules as it deems necessary or appropriate regarding
the adjustments to the Deferral Accounts to reflect the timing of investment
elections made by the Director and the timing of amounts being credited or
debited to the Deferral Accounts.


 


The Deferral Account
balance of a Director shall be debited with the amount paid to or on behalf of
the Director under this Plan.


 


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5.2                               Statement
of Accounts.  The Plan Administrator
shall provide to each Director within 120 days after the close of each Plan
Year, a statement in such form as the Plan Administrator selects setting forth
the balance, if any, in the Deferral Account of the Director as of the last day
of the Plan Year just ended.


 


5.3                               Accounting
Device Only.  The Deferral Account
shall be utilized solely as a device for the measurement and determination of
the amounts to be paid to the Director under this Plan.  The Deferral Account shall not constitute or
be treated as a trust fund of any kind.


 


ARTICLE VI


 


PAYMENT
OF ACCOUNTS


 


6.1                               Benefit
Payment.  A Director shall be
entitled to a payment equal to the amount credited to his or her Deferral
Account as of the Commencement Date.  The
payment shall commence to be paid on the date that is 30 days following the
Commencement Date or as soon thereafter as administratively feasible.


 


6.2                               Form of
Payment.  The amount due the Director
shall be paid in one of the following forms as selected by the Director in his
or her initial election form:


 


(a) 
substantially equal monthly installments over a period certain selected by the
Director that does not exceed 10 years; or


 


(b)  a single cash
lump sum payment.


 


Notwithstanding the
foregoing, in the event the amount credited to the Deferral Account as of the
Commencement Date does not exceed $25,000, then it shall be paid in the form
set forth in (b) above, regardless of the selection made by the Director
in his or her election form.


 


While the amount of the
Deferral Account is being paid in installments, the Deferral Account used to
measure the amount due the Director shall continue to be adjusted for earnings
under rules prescribed by the Plan Administrator as provided in Section 5.1(b).  In the event no form of payment is properly
elected, the amount due the Director shall be paid in the form of a single cash
lump sum payment.


 


6.3                               Change
in Form of Payment.  A Director
may change his or her election of the form of payment for a Commencement Date
by submitting a written election form to the Plan Administrator; provided such
election shall not be effective for a Commencement Date on account of a
separation from service that is less than 5 years from the date the election
form was received by the Plan Administrator.


 


6.4                               Distribution in Event of
Unforeseeable Emergency.  Prior to
the Commencement Date, distribution of the Deferral Account may be made to the
Director if the Plan Administrator determines, based upon uniform established
standards, that the Director has incurred an Unforeseeable Emergency.  The amount distributed shall not exceed the
amount necessary to satisfy such emergency plus amounts necessary to pay any
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which the hardship can be relieved through reimbursement
or


 


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insurance proceeds or
otherwise, including the liquidation of other assets of the Director to the
extent that the liquidation of such assets would not itself cause severe
financial hardship.


 


6.4                               Payment
to Beneficiary.  In the event a Director
dies before receiving his or her full benefit under this Plan, the Employer
shall pay any remaining amount due on behalf of the Director hereunder to the
Beneficiary of the Director.  Such
payment shall be in the form of a single cash payment and shall be paid within
60 days of the date of death.  A Director
may designate a Beneficiary on the form prescribed by and delivered to the Plan
Administrator.  If no Beneficiary is
properly designated under this Plan, then the Beneficiary shall be the spouse
of the Director, if living, or if there is no spouse it shall be the estate of
the Director.  If under these rules the
benefits are payable to the estate of the Director, and either the Plan
Administrator cannot locate a qualified representative of the deceased Director’s
estate, or if administration of the estate is not otherwise required, the Plan
Administrator in its discretion may make the distribution to the deceased
Director’s heirs at law, determined in accordance with the law of the State of
the Director’s domicile in effect as of the date of the Director’s death.


 


ARTICLE VII


 


ADMINISTRATION
OF THE PLAN


 


7.1                               Plan
Administration.  The Plan
Administrator shall have the authority to interpret the Plan and issue such
administrative procedures as it deems appropriate.  The Plan Administrator shall have the duty
and responsibility of maintaining records, making the requisite calculations
and disbursing the payments hereunder. 
The Plan Administrator’s interpretations, determinations, regulations
and calculations shall be final and binding on all persons and parties
concerned.


 


7.2                               Amendment
and Termination.  The Employer may
amend or terminate the Plan at any time, provided, however, that no such
amendment or termination shall adversely affect a benefit to which a Director
is entitled under Article VI prior to the date of such amendment or
termination unless the change is necessary to keep the Plan in compliance with
the applicable provisions of law, including Code Section 409A, so as to
avoid adverse income tax consequences to participants in the Plan.  In the event of a termination, benefits shall
be retained under the terms of the Plan until the Director reaches his or her
Commencement Date under the Plan; provided, however the liabilities of this
Plan may in the discretion of the Employer be transferred to another plan or
program of the Employer.  The Plan
Administrator may amend this Plan on behalf of the Employer at anytime so long
as the amendment does not materially increase the cost of the Plan to the
Employer.


 


7.3                               Payments.  The Employer will pay all benefits arising
under this Plan.  There shall be deducted
from each payment any federal, state or local withholding or taxes or charges
which may be required under applicable law as determined by the Employer.


 


7.4                               Non-assignability
of Benefits.  The benefits payable
hereunder or the right to receive future benefits under the Plan may not be
anticipated, alienated, pledged, encumbered, or subjected to any charge or
legal process, and if any attempt is made to do so, or a person eligible for
any benefits becomes bankrupt, the earnings under the Plan of the person
affected may be terminated by the Plan Administrator which, in its sole
discretion, may cause the same to be held or applied for the benefit of one or
more of the dependents of such person or make any other disposition of such
benefits that it deems appropriate.


 


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7.5                               Status
of Plan.  Nothing contained herein
shall be construed as providing for assets to be held in trust or escrow or any
other form of asset segregation for the Director or for any other person or
persons to whom benefits are to be paid pursuant to the terms of this Plan, the
Director’s only right hereunder being the right to receive the benefits set
forth herein.  To the extent any person
acquires a right to receive benefits under this Plan, such right shall be no
greater than the right of any unsecured general creditor of the Employer.


 


7.6                               Reports
and Records.  The Plan Administrator
and those to whom the Plan Administrator has delegated duties under the Plan
shall keep records of all their proceedings and actions and shall maintain
books of account, records, and other data as shall be necessary for the proper
administration of the Plan and for compliance with applicable law.


 


7.7                               Finances.  The costs of the Plan shall be borne by the
Employer.  The rights of the Director (or
of his or her Beneficiary) to benefits under the Plan shall be solely those of
an unsecured general creditor of the Employer. 
Any assets acquired by or held by the Employer shall not be deemed to be
held as security for the performance of the obligations of the Employer under
this Plan.


 


7.8                               Nonguarantee
of Position.  Nothing contained in
this Plan shall be construed as a right of any Director to be continued in his
or her position as a member of the Board of Directors.


 


7.9                               Applicable
Law.  All questions pertaining to the
construction, validity and effect of the Plan shall be determined in accordance
with the laws of the United States and to the extent not pre-empted by such
laws, by the laws of the State of Utah.


 


7.10                        Headings.  The headings of Sections and Articles in this
Plan are for convenience purposes only and shall in no way control or be used
in the interpretation of the content of the Sections or Articles or this Plan
as a whole.


 


7.11                        Number
and Gender.  Where the context
requires, the singular shall include the plural and the plural shall include
the singular, and any gender shall include both other genders.


 


Dated
this 23rd day of December, 2005.


 


 


	
   

  	
  HUNTSMAN
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter R. Huntsman

  	
   

  
	
   

  	
  Name:

  	
  Peter R. Huntsman

  	
   

  
	
   

  	
  Title:

  	
  President and CEO

  	
   

  
						



 


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