ex-10x.htm


    EXHIBIT
10(x)

    
      
        

      

    

     

    


    PERFORMANCE
SHARES DEFERRED STOCK AGREEMENT PURSUANT TO

    THE
DOW CHEMICAL COMPANY 1988 AWARD AND OPTION PLAN

    


    The
Dow Chemical Company (“the Company” or “Dow”) has delivered to you prospectus
material pertaining to shares of Dow Common Stock covered by The Dow Chemical
Company 1988 Award and Option Plan (“the Plan”). This document is referred to
herein as “this Agreement.” Terms that are used herein and defined in the Plan
are used as defined in the Plan. THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.

    


    TERMS
AND CONDITIONS

    


    
      	
              1.

            	
              This
      Agreement is in all respects subject to the provisions of the Plan, as the
      Plan may be amended from time to time. The Plan is incorporated by
      reference. In the event of any conflict between this Agreement and the
      Plan, as the Plan may be amended from time to time, the provisions of the
      Plan shall govern and this Agreement shall be deemed to be modified
      accordingly.

            


    

    


    
      	
              2.

            	
              The
      target number of performance shares of Deferred Stock you are awarded
      under this Agreement (“Target Shares”) is outlined in the accompanying
      award letter with ___________ as the effective date of the grant. Shares
      are earned over a three-year period beginning ___________ and ending on
      ___________ (the "Performance Period") by meeting or exceeding the
      Company’s strategic financial performance objective of Return on Capital
      (ROC) defined in the accompanying documents. The maximum number of shares
      that can be earned totals 250 percent of Target
  Shares.

            


    

    


    
      	
              3.

            	
              The
      total number of shares earned under this grant as specified in paragraph 2
      above (“Shares Earned”) will be determined and released into your account
      on ___________. Prior to issuance and delivery of the Deferred Stock you
      shall have no rights as a stockholder with respect to the Deferred Stock
      earned under this Agreement. In each year prior to issuance and delivery,
      you (or your successors) shall make arrangements satisfactory to the
      Compensation Committee for the payment of any taxes required to be
      withheld in connection with your right to shares of Deferred Stock under
      all applicable laws and regulations of any governmental authority, whether
      federal, state or local and whether domestic or foreign. The Company and
      its Subsidiaries or Affiliates (collectively and individually a “Dow
      Company”) and their directors, officers, employees, or agents shall not be
      liable for any delay in issuance or receipt of any shares pursuant to this
      Agreement.

            


    

    


    
      	
              4.

            	
              This
      Agreement shall terminate and your rights under this Agreement shall be
      forfeited if your employment with any Dow Company is terminated for any
      reason other than death, disability or retirement, or a Special Separation
      Situation. In the event of your retirement death or disability, your
      current year’s Performance Share Grant will be prorated based on the
      period of time worked during the year. If you take a leave of absence from
      a Dow Company, for any reason, your grant under this Agreement will be
      subject to the leave of absence policy established by the Compensation
      Committee for Plan awards.   For purposes of this
      Agreement, “retirement” is defined in your home country retirement policy
      in effect at the inception of this Agreement. You shall be considered to
      be disabled for purposes of this Agreement in the event you, by reason of
      any medically determinable physical or mental impairment which can be
      expected to result in death or which can be expected to last for a
      continuous period of not less than 12 months, are receiving income
      replacement benefits for a period of not less than 3 months under an
      accident and health plan or arrangement covering employees of the
      Company.  Your death or disability shall not accelerate the time
      of payment of Deferred Stock under this
  Agreement.

            


    

    


    
      	
              5.

            	
              A
      “Special Separation Situation” is defined as a situation in which (a) a
      Dow Company terminates your employment by employer action for a reason
      that qualifies you for a severance benefit (which includes the Special
      Stock Treatment described in this section 5) under a severance plan
      sponsored by a Dow Company, and (i) you fulfill the requirements of the
      severance plan in order to qualify for payment of the severance benefit,
      and (ii) you and the Dow Company sign a Release that provides for the
      Special Stock Treatment described in this section 5; or (b) a Dow Company
      terminates your employment by employer action, and i) you do not qualify
      for a severance benefit under a severance plan sponsored by the Dow
      Company under the circumstances specified in paragraph 5a, and ii) the
      reason for termination was not because of the violation of an employer
      rule, or a law, regulation or other such government requirement, or
      dishonesty or theft, or because you engaged in activity harmful to the
      interests of, or in competition with, a Dow Company, and iii) you and the
      Dow Company sign a Release that provides for the Special Stock Treatment
      described in this section 5. If
your

            


    

    


    
      
        
           


        

        
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    employment
is terminated under a Special Separation Situation, then your Award will receive
Special Stock Treatment. Special Stock Treatment means that (i) the target
number of shares in your grant shall be reduced to a new target number of shares
that is proportionate to the period of time you were employed by the Dow Company
during the stated performance period and (ii) the number of shares actually
earned and delivered, if any, under the grant shall be determined by applying
the performance measures applicable to the grant to the proportionally reduced
target number of shares determined in accordance with subclause (i) above. This
proportionally reduced amount of the target shares shall be calculated by
dividing (x) the period of time between the beginning of the performance period
and the date of termination of employment by (y) the performance
period.

    


    
      	
              6.

            	
              For
      each Dow Common Stock dividend record date between ___________ and
      ___________, an account in your name will be credited with a sum of money
      equal to the amount that you would have received in dividends if the
      Shares Earned had been issued to you (the "Dividend Equivalents"). The
      Dividend Equivalents associated with each share delivered to you pursuant
      to Section 3 will be paid in cash to you as additional compensation on a
      date between ___________ and ___________. Awardees regularly paid
      compensation by a Dow Company in other than U.S. dollars will receive such
      payment of Dividend Equivalents converted from U.S. dollars at the Dow
      inter-company trading rate in effect at the time of
    delivery.

            


    

    


    
      	
              7.

            	
              The
      Company is under no obligation to grant you the right to receive any cash
      payment under any law, federal, local, domestic or
  foreign.

            


    

    


    
      	
              8.

            	
              Your
      right to future issuance and delivery of Deferred Stock may not be sold,
      pledged, assigned or otherwise transferred (except as hereinafter
      provided) and any attempt to sell, pledge, assign or otherwise transfer
      shall be void and your rights to Deferred Stock shall therefore be
      forfeited. Your right to such future issuance and delivery shall, however,
      be transferable by will or pursuant to the laws of descent and
      distribution or you may make a written designation of a beneficiary on the
      form prescribed by the Company, which beneficiary (if any) shall succeed
      to your rights under this Agreement in the event of your
      death.

            


    

    


    
      	
              9.

            	
              Upon
      the occurrence of a Change of Control as defined in the Plan, your right
      to receive the number of shares of Performance Shares credited to your
      account under this Agreement shall not be forfeitable under any
      circumstances, and your Performance Shares will generally continue to be
      delivered based on the original deferral period schedule and Payment Date.
      If you also experience an involuntary Separation from Service from Dow or
      an affiliate thereof within two years following a Change of Control, and
      prior to the Payment Date, the Company shall deliver the Performance
      Shares credited to your account to you on the 30th day following such
      Separation from Service.  Shares credited to Awardees account
      will be determined based on reported company performance prior to the date
      of Separation from Service.

            


    

    


    
      	
              10.

            	
              If
      at any time during the term of this Agreement you engage in any act of
      Unfair Competition (as defined below), this Agreement shall terminate
      effective on the date on which you enter into such act of Unfair
      Competition, unless terminated sooner by operation of another term or
      condition of this Agreement or the Plan. In addition, if at any time
      within three years after issuance and delivery of this Deferred Stock you
      engage in any act of Unfair Competition, you shall promptly pay to the
      Company the Fair Market Value of Shares Earned and Dividend Equivalents
      paid. The Compensation Committee shall, in its sole discretion, determine
      when any act of Unfair Competition has occurred, and the determination of
      the Compensation Committee shall be final and binding as to all parties.
      For purposes of this Agreement, the term “Unfair Competition” shall mean
      and include activity on your part that is in competition with a Dow
      Company or is or may be harmful to the interests of a Dow Company,
      including but not limited to conduct related to your employment for which
      either criminal or civil penalties against you may be sought, or your
      acceptance of employment with an employer that is in competition with a
      Dow Company.

            


    

    


    
      	
              11.

            	
              In
      the event that additional shares of Common Stock of the Company are issued
      pursuant to a stock split or a stock dividend, the Board of Directors
      shall make appropriate adjustments in the number and kind of Target Shares
      credited to your account on the books of the Company as deemed
      appropriate.

            


    

    


    
      	
              12.

            	
              Nothing
      contained in this Agreement shall confer or be deemed to confer upon you
      any right with respect to continuance of employment by a Dow Company, nor
      interfere in any way with the right of a Dow Company to terminate your
      employment at any time with or without assigning a reason
      therefore.

            


    

    


    
      
        
           


        

        
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              13.

            	
              This
      document shall constitute a Performance Shares Deferred Stock Agreement
      between the Company and you, and this Agreement shall be deemed to have
      been made on ___________. To the extent that federal laws do not otherwise
      control, this Agreement shall be governed by the laws of the state of
      Delaware and construed accordingly. Subject to earlier termination by
      operation of another term or condition of this Agreement or the Plan, this
      Agreement will expire when Shares Earned are delivered or when it is
      determined by the Compensation Committee that the Company’s strategic
      financial performance objectives have not been achieved, whichever date is
      earlier. You may choose to reject this award by written notice delivered
      to the Compensation Committee of the Company within ninety days of your
      receipt of this instrument. Individuals who reject this Deferred Stock
      will not receive additional cash or non-cash compensation in lieu of the
      Deferred Stock.

            


    

     

     

     

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