ex-10_32.htm


    AWARD
NOTICE

    NOTICE
OF RESTRICTED STOCK UNITS

    AWARDED
PURSUANT TO THE

    EASTMAN
CHEMICAL COMPANY

    2007 OMNIBUS LONG-TERM
COMPENSATION PLAN

    


    Recipient:  James
P. Rogers

    Number of
Restricted Stock Units:  50,000

    Date of
Award:   December 4, 2008

    


    
      	
              1.  

            	
              Award of Restricted
      Stock Unit.  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 awarded
      to you, under the Company’s 2007 Omnibus Long-Term Compensation Plan (the
      "Plan"), the number of restricted stock units ("Restricted Stock Units")
      set forth above, representing the right to receive the same number of
      unrestricted shares of its $.01 par value Common Stock ("Common
      Stock"),  subject to the terms of the Plan and this Award
      Notice.  The Plan is incorporated herein by reference and made a
      part of this Award Notice. Terms not otherwise defined herein have the
      respective meanings set forth in the
Plan.

            


    

    


    
      	
              2.  

            	
              Lapse of Restrictions
      and Vesting of Restricted Stock
Units.

            


    

    


    
      	
               
      

            	
              (a)
      Subject to early vesting of 25,000 of the Restricted Stock Units as set
      forth in Section 2(c) of this Award Notice, the  performance
      condition described in Section 2(b) of this Award Notice as to 25,000 of
      the Restricted Stock Units, and forfeiture of all of the Restricted Stock
      Units prior to vesting as described in Sections 7 and 11 of this Award
      Notice, the Restricted Stock Units will vest upon the earlier of (i)
      December 31, 2012 if and only if you are still an employee of the Company
      or its Subsidiaries at that time; or (ii) termination of your employment
      with the Company or its Subsidiaries by reason of death or disability,
      with the number of Restricted Stock Units set forth above prorated based
      on the number of full calendar months in which you were employed during
      the vesting period (the date described in clauses (i) or (ii) or in
      Section 2(c), as applicable, is referred to herein as the "Vesting
      Date").

            


    

    


    
      	
               
      

            	
              (b)
      The vesting of 25,000 of the Restricted Stock Units shall also be
      conditioned upon and subject to your satisfactory performance, as
      evaluated by and determined in the sole discretion of the Committee, in
      the area of management and leadership development, including the
      development of  internal candidates for senior leadership
      positions .

            


    

    


    
      	
               
      

            	
              (c)  In
      the discretion of the Committee, the vesting of the 25,000 Restricted
      Stock Units not subject to the performance condition of Section 2(b) of
      this Award Notice may be prior to the date set forth in Section 2(a)(i) if
      and only if you are still an employee of the Company or its Subsidiaries
      at that time, but in no event before December 31,
  2011.

            


    

    


    
      
        	
                3. 
      

              	
                Issuance of Shares
      Upon Vesting of Restricted Stock Units.  Subject to the
      other terms of this Award Notice, the Company will either issue a
      certificate or certificates for shares of Common Stock underlying the
      vested Restricted Stock Units as promptly as practicable following the
      Vesting Date or place the shares in your account maintained by the
      Company's stock plan administrator.  The Company may withhold or
      require you to remit a cash amount sufficient to satisfy all taxes
      required by law to be withheld.  Further, either the Company or
      you may elect to satisfy the withholding requirement by having the Company
      withhold shares of Common Stock having a Fair Market Value on the date the
      tax is to be determined equal to the minimum statutory total tax which
      could be imposed on the
transaction.

              


      

    

    


    
      	
              4.  

            	
              Nontransferability of
      Restricted Stock Units; Limitation on Issuance of
      Shares.  The Restricted Stock Units may not, except as
      otherwise provided in the Plan, be sold, assigned, transferred, pledged,
      or encumbered in any way, whether by operation of law or
      otherwise.  After the Vesting Date, certificates for the shares
      underlying the Restricted Stock Units may be issued during your lifetime
      only to you, except in the case of a permanent disability involving mental
      incapacity.

            


    

     

    
 

    
      
        
        

      

      
        197

        
          

        

      

      
        
        

      

    

    
      
        	
                5. 
      

              	
                Limitation of
      Rights.  Prior to issuance of shares to you following the
      Vesting Date, you will have no voting or other rights as a stockholder of
      the Company with respect to the Restricted Stock Units or the underlying
      common shares. Neither the Plan nor this Award or Award Notice gives you
      any right to remain employed by the Company and its
      Subsidiaries.

              


      

    

    


    
      
        	
                6. 
      

              	
                Dividend
      Equivalents.  The Restricted Stock Units entitle you to
      dividend equivalents equal to any cash dividends paid during the period
      that the Restricted Stock Units are outstanding and unvested with respect
      to a corresponding number of shares of Common Stock underlying Restricted
      Stock Units which vest on the Vesting Date. All such accrued dividend
      equivalents will become payable in cash by the Company into your account
      maintained by the Company’s stock plan administrator upon the Vesting Date
      of the Restricted Stock Units.  Until payment, the dividend
      equivalents shall be subject to the same terms and conditions as the
      Restricted Stock Units to which such dividend equivalents relate and shall
      be forfeited and not paid in the event that such Restricted Stock Units
      are not vested and are
forfeited.

              


      

    

    


    
      
        	
                7. 
      

              	
                Termination.  Upon
      termination of your employment with the Company or its Subsidiaries prior
      to the Vesting Date, other than for one of the reasons described in
      Section 2(a)(ii) of this Award Notice, all of the Restricted Stock Units
      will be canceled and forfeited by you to the Company without the payment
      of any consideration by the Company.  In such event, neither you
      nor any of your successors, heirs, assigns, or personal representatives
      will thereafter have any further rights or interest in such shares or
      otherwise in this Award.

              


      

    

    


    
      
        	
                8. 
      

              	
                Change in Ownership;
      Change in Control.  Article 14 of the Plan contains
      certain special provisions that will apply to this Award in the event of a
      Change in Ownership or Change in
Control.

              


      

    

    


    
      
        	
                9. 
      

              	
                Adjustment of
      Shares.  If the number of outstanding shares of Common
      Stock changes through the declaration of stock dividends or stock splits
      prior to the Vesting Date, the units of Common Stock subject to this Award
      automatically will be adjusted, according to the provisions of Article 15
      of the Plan.  In the event of any other change in the capital
      structure or the Common Stock of the Company or other corporate events or
      transactions involving the Company, the Committee is authorized to make
      appropriate adjustments to this
Award.

              


      

    

    


    
      
        	
                10. 
      

              	
                Restrictions on
      Issuance of Shares.  If at any time the Company
      determines that listing, registration, or qualification of the Restricted
      Stock Units or of the shares of Common Stock subject to this Award 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 award or issuance of certificate(s) for the shares of Common Stock
      subject to this Award, such award or issuance may not be made 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.

              


      

    

    


    
      
        	
                11. 
      

              	
                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 11 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 Restricted Stock Units if, in the determination of the
      Committee, you have violated any of the provisions of this Section 11, and
      in that event any payment or other action with respect to the Restricted
      Stock Units shall be made or taken, if at all, in the sole discretion of
      the
Committee.   

              


      

    

    
      
        	
                12. 
      

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

              


      

    

     

    
 

    
      
        
        

      

      
        198

        
          

        

      

      
        
        

      

    

    AWARD
NOTICE

    NOTICE
OF RESTRICTED STOCK UNITS

    AWARDED
PURSUANT TO THE

    EASTMAN
CHEMICAL COMPANY

    2007 OMNIBUS LONG-TERM
COMPENSATION PLAN

    


    Recipient:  Mark
J. Costa

    Number of
Restricted Stock Units:  25,000

    Date of
Award:   December 4, 2008

    


    
      
        	
                1. 
      

              	
                Award of Restricted
      Stock Unit.  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 awarded
      to you, under the Company’s 2007 Omnibus Long-Term Compensation Plan (the
      "Plan"), the number of restricted stock units ("Restricted Stock Units")
      set forth above, representing the right to receive the same number of
      unrestricted shares of its $.01 par value Common Stock ("Common
      Stock"),  subject to the terms of the Plan and this Award
      Notice.  The Plan is incorporated herein by reference and made a
      part of this Award Notice. Terms not otherwise defined herein have the
      respective meanings set forth in the
Plan.

              


      

    

    


    
      
        	
                2. 
      

              	
                Lapse of Restrictions
      and Vesting of Restricted Stock Units. Subject to forfeiture of all
      of the Restricted Stock Units prior to vesting as described in Sections 7
      and 11 of this Award Notice, the Restricted Stock Units will vest upon the
      earlier of (i) December 31, 2012, if and only if you are still an employee
      of the Company or its Subsidiaries at that time; or (ii) termination of
      your employment with the Company or its Subsidiaries by reason of death or
      disability, with the number of Restricted Stock Units set forth above
      prorated based on the number of full calendar months in which you were
      employed during the vesting period (the date described in clauses (i) or
      (ii),   as applicable, is referred to herein as the
      "Vesting Date").

              


      

    

    


    
      
        	
                3. 
      

              	
                Issuance of Shares
      Upon Vesting of Restricted Stock Units.  Subject to the
      other terms of this Award Notice, the Company will either issue a
      certificate or certificates for shares of Common Stock underlying the
      vested Restricted Stock Units as promptly as practicable following the
      Vesting Date or place the shares in your account maintained by the
      Company's stock plan administrator.  The Company may withhold or
      require you to remit a cash amount sufficient to satisfy all taxes
      required by law to be withheld. Further, either the Company or you may
      elect to satisfy the withholding requirement by having the Company
      withhold shares of common stock having a Fair Market Value on the date the
      tax is to be determined equal to the minimum statutory total tax which
      could be imposed on the
transaction.

              


      

    

    


    
      
        	
                4. 
      

              	
                Nontransferability of
      Restricted Stock Units; Limitation on Issuance of
      Shares.  The Restricted Stock Units may not, except as
      otherwise provided in the Plan, be sold, assigned, transferred, pledged,
      or encumbered in any way, whether by operation of law or otherwise. After
      the Vesting Date, certificates for the shares underlying the Restricted
      Stock Units may be issued during your lifetime only to you, except in the
      case of a permanent disability involving mental
  incapacity.

              


      

    

    


    
      
        	
                5. 
      

              	
                Limitation of
      Rights.  Prior to issuance of shares to you following the
      Vesting Date, you will have no voting or other rights as a stockholder of
      the Company with respect to the Restricted Stock Units or the underlying
      common shares. Neither the Plan nor this Award or Award Notice gives you
      any right to remain employed by the Company and its
      Subsidiaries.

              


      

    

     

    
 

    
      
        
        

      

      
        199

        
          

        

      

      
        
        

      

    

    
      
        	
                6. 
      

              	
                Dividend
      Equivalents.  The Restricted Stock Units entitle you to
      dividend equivalents equal to any cash dividends paid during the period
      that the Restricted Stock Units are outstanding and unvested with respect
      to a corresponding number of shares of Common Stock underlying Restricted
      Stock Units which vest on the Vesting Date. All such accrued dividend
      equivalents will become payable in cash by the Company into your account
      maintained by the Company’s stock plan administrator upon the Vesting Date
      of the Restricted Stock Units.  Until payment, the dividend
      equivalents shall be subject to the same terms and conditions as the
      Restricted Stock Units to which such dividend equivalents relate and shall
      be forfeited and not paid in the event that such Restricted Stock Units
      are not vested and are
forfeited.

              


      

    

    


    
      
        	
                7. 
      

              	
                Termination.  Upon
      termination of your employment with the Company or its Subsidiaries prior
      to the Vesting Date, other than for one of the reasons described in
      Section 2 of this Award Notice, all of the Restricted Stock Units will be
      canceled and forfeited by you to the Company without the payment of any
      consideration by the Company.  In such event, neither you nor
      any of your successors, heirs, assigns, or personal representatives will
      thereafter have any further rights or interest in such shares or otherwise
      in this Award.

              


      

    

    


    
      
        	
                8. 
      

              	
                Change in Ownership;
      Change in Control.  Article 14 of the Plan contains
      certain special provisions that will apply to this Award in the event of a
      Change in Ownership or Change in
Control.

              


      

    

    


    
      
        	
                9. 
      

              	
                Adjustment of
      Shares.  If the number of outstanding shares of Common
      Stock changes through the declaration of stock dividends or stock splits
      prior to the Vesting Date, the units of Common Stock subject to this Award
      automatically will be adjusted, according to the provisions of Article 15
      of the Plan.  In the event of any other change in the capital
      structure or the Common Stock of the Company or other corporate events or
      transactions involving the Company, the Committee is authorized to make
      appropriate adjustments to this
Award.

              


      

    

    


    
      
        	
                10. 
      

              	
                Restrictions on
      Issuance of Shares.  If at any time the Company
      determines that listing, registration, or qualification of the Restricted
      Stock Units or of the shares of Common Stock subject to this Award 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 award or issuance of certificate(s) for the shares of Common Stock
      subject to this Award, such award or issuance may not be made 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.

              


      

    

    


    
      
        	
                11. 
      

              	
                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 11 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 Restricted Stock Units if, in the determination of the
      Committee, you have violated any of the provisions of this Section 11, and
      in that event any payment or other action with respect to the Restricted
      Stock Units shall be made or taken, if at all, in the sole discretion of
      the
Committee.   

              


      

    

    


    
      
        	
                12. 
      

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

              


      

    


    
      
         


      

      
        200 


        
          

        

      

      
         


      

    


    


    AWARD
NOTICE

    NOTICE
OF RESTRICTED STOCK UNITS

    AWARDED
PURSUANT TO THE

    EASTMAN
CHEMICAL COMPANY

    2007 OMNIBUS LONG-TERM
COMPENSATION PLAN

    


    Recipient:  Ronald
C. Lindsay

    Number of
Restricted Stock Units:  25,000

    Date of
Award:   December 4, 2008

    


    
      
        	
                1. 
      

              	
                Award of Restricted
      Stock Unit.  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 awarded
      to you, under the Company’s 2007 Omnibus Long-Term Compensation Plan (the
      "Plan"), the number of restricted stock units ("Restricted Stock Units")
      set forth above, representing the right to receive the same number of
      unrestricted shares of its $.01 par value Common Stock ("Common
      Stock"),  subject to the terms of the Plan and this Award
      Notice.  The Plan is incorporated herein by reference and made a
      part of this Award Notice. Terms not otherwise defined herein have the
      respective meanings set forth in the
Plan.

              


      

    

    


    
      
        	
                2. 
      

              	
                Lapse of Restrictions
      and Vesting of Restricted Stock Units. Subject to forfeiture of all
      of the Restricted Stock Units prior to vesting as described in Sections 7
      and 11 of this Award Notice, the Restricted Stock Units will vest upon the
      earlier of (i) December 31, 2012, if and only if you are still an employee
      of the Company or its Subsidiaries at that time; or (ii) termination of
      your employment with the Company or its Subsidiaries by reason of death or
      disability, with the number of Restricted Stock Units set forth above
      prorated based on the number of full calendar months in which you were
      employed during the vesting period (the date described in clauses (i) or
      (ii),   as applicable, is referred to herein as the
      "Vesting Date").

              


      

    

    


    
      
        	
                3.
        

              	
                Issuance of Shares
      Upon Vesting of Restricted Stock Units.  Subject to the
      other terms of this Award Notice, the Company will either issue a
      certificate or certificates for shares of Common Stock underlying the
      vested Restricted Stock Units as promptly as practicable following the
      Vesting Date or place the shares in your account maintained by the
      Company's stock plan administrator.  The Company may withhold or
      require you to remit a cash amount sufficient to satisfy all taxes
      required by law to be withheld. Further, either the Company or you may
      elect to satisfy the withholding requirement by having the Company
      withhold shares of common stock having a Fair Market Value on the date the
      tax is to be determined equal to the minimum statutory total tax which
      could be imposed on the
transaction.

              


      

    

    


    
      
        	
                4. 
      

              	
                Nontransferability of
      Restricted Stock Units; Limitation on Issuance of
      Shares.  The Restricted Stock Units may not, except as
      otherwise provided in the Plan, be sold, assigned, transferred, pledged,
      or encumbered in any way, whether by operation of law or otherwise. After
      the Vesting Date, certificates for the shares underlying the Restricted
      Stock Units may be issued during your lifetime only to you, except in the
      case of a permanent disability involving mental
  incapacity.

              


      

    

    


    
      
        	
                5. 
      

              	
                Limitation of
      Rights.  Prior to issuance of shares to you following the
      Vesting Date, you will have no voting or other rights as a stockholder of
      the Company with respect to the Restricted Stock Units or the underlying
      common shares. Neither the Plan nor this Award or Award Notice gives you
      any right to remain employed by the Company and its
      Subsidiaries.

              


      

    

    


    
      
        	
                6. 
      

              	
                Dividend
      Equivalents.  The Restricted Stock Units entitle you to
      dividend equivalents equal to any cash dividends paid during the period
      that the Restricted Stock Units are outstanding and unvested with respect
      to a corresponding number of shares of Common Stock underlying Restricted
      Stock Units which vest on the Vesting Date. All such accrued dividend
      equivalents will become payable in cash by the Company into your account
      maintained by the Company’s stock plan administrator upon the Vesting Date
      of the Restricted Stock Units.  Until payment, the dividend
      equivalents shall be subject to the same terms and conditions as the
      Restricted Stock Units to which such dividend equivalents relate and shall
      be forfeited and not paid in the event that such Restricted Stock Units
      are not vested and are
forfeited.

              


      

    

    
      
        	 	 
	
                7. 
      

              	
                Termination.  Upon
      termination of your employment with the Company or its Subsidiaries prior
      to the Vesting Date, other than for one of the reasons described in
      Section 2 of this Award Notice, all of the Restricted Stock Units will be
      canceled and forfeited by you to the Company without the payment of any
      consideration by the Company.  In such event, neither you nor
      any of your successors, heirs, assigns, or personal representatives will
      thereafter have any further rights or interest in such shares or otherwise
      in this Award.

              


      

    

     

    
 

    
      
        
        

      

      
        201

        
          

        

      

      
        
        

      

    

    
      
        	
                8. 
      

              	
                Change in Ownership;
      Change in Control.  Article 14 of the Plan contains
      certain special provisions that will apply to this Award in the event of a
      Change in Ownership or Change in
Control.

              


      

    

    


    
      
        	
                9. 
      

              	
                Adjustment of
      Shares.  If the number of outstanding shares of Common
      Stock changes through the declaration of stock dividends or stock splits
      prior to the Vesting Date, the units of Common Stock subject to this Award
      automatically will be adjusted, according to the provisions of Article 15
      of the Plan.  In the event of any other change in the capital
      structure or the Common Stock of the Company or other corporate events or
      transactions involving the Company, the Committee is authorized to make
      appropriate adjustments to this
Award.

              


      

    

    


    
      
        	
                10. 
      

              	
                Restrictions on
      Issuance of Shares.  If at any time the Company
      determines that listing, registration, or qualification of the Restricted
      Stock Units or of the shares of Common Stock subject to this Award 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 award or issuance of certificate(s) for the shares of Common Stock
      subject to this Award, such award or issuance may not be made 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.

              


      

    

    


    
      
        	
                11. 
      

              	
                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 11 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 Restricted Stock Units if, in the determination of the
      Committee, you have violated any of the provisions of this Section 11, and
      in that event any payment or other action with respect to the Restricted
      Stock Units shall be made or taken, if at all, in the sole discretion of
      the
Committee.   

              


      

    

    


    
      
        	
                12. 
      

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

              


      

    


    
      
         


      

      
         


      

      202