Exhibit 10.1


 


HUNTSMAN CORPORATION


STOCK INCENTIVE PLAN


 


Nonqualified Stock Option Agreement


 


	
  Grantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NQO Grant Number:

  	
   

  	
                            

  
	
   

  	
   

  	
   

  
	
  Exercise Price per Share:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of Option Shares Granted:

  	
   

  	
   

  



 


1.             Notice of Grant.  You are hereby granted an option (“Option”)
pursuant to the Huntsman Corporation Stock Incentive Plan (the “Plan”) to
purchase the number of shares of Common Stock of Huntsman Corporation (the “Company”)
set forth above, subject to the terms and conditions of the Plan and this
Agreement.  This Option is not intended
to be an incentive stock option within the meaning of Section 422 of the
Code.


 


2.             Vesting and Exercise of Option.  Subject to the further provisions of this
Agreement, the Option shall become vested and may be exercised in accordance
with the following schedule, by written notice to the Company at its principal
executive office addressed to the attention of its Secretary (or such other
officer or employee of the Company as the Company may designate from time to
time):


 




	
  Anniversary of

  Date of Grant

  	
   

  	
  Cumulative

  Vested Percentage

  	
   

  
	
  1st

  	
   

  	
  331/3 

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  2nd

  	
   

  	
  662/3 

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  3rd

  	
   

  	
  100

  	
  %

  






 


Notwithstanding the above
vesting schedule, and subject to the further provisions of this Agreement, if
not already fully vested the Option shall become vested in full immediately
prior to a Change of Control (as defined in the Plan, as may be amended from
time to time).


 


If your employment with
the Company is terminated for
any reason (including without limitation on account of death, disability, or
retirement), the Option, to the extent vested on the date of your termination,
may be exercised, at any time during the six month period following such
termination, by you or by your guardian or legal representative (or by your
estate or the person who acquires the Option by will or the laws of descent and
distribution or otherwise by reason of the death of you if you die during such
period), but in each case only as
to the vested number of Option shares, if any, that you were entitled to
purchase hereunder as of the date your employment so terminates.
All Option shares that are not vested on your termination of employment shall
be automatically cancelled and forfeited without payment upon your termination.
For purposes of this


 





















 


Agreement, “employment
with the Company” shall include being an employee or a director of, or a
consultant to, the Company or an Affiliate.


 


There is no minimum or
maximum number of Option shares that must be purchased upon exercise of the
Option.  Instead, the Option may be
exercised, at any time and from time to time, to purchase any number of Option
shares that are then vested according to the provisions of this Agreement.


 


Notwithstanding any of
the foregoing, the Option shall not be exercisable in any event after the
expiration of 10 years from the above Date of Grant.


 


3.             Method of
Payment.  Payment of the aggregate
Exercise Price for the Share being purchased shall be by any of the following,
or a combination thereof, at your election: 
(a) cash; (b) check; (c) consideration received by the
Company under a cashless broker exercise program approved by the Company; or (d) the
constructive surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by you for more than six
months on the date of surrender, unless waived by the Committee in its
discretion, and (ii) have an aggregate Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Shares being purchased.


 


4.             Nontransferability
of Option.  Without the express
written consent of the Committee, which may be withheld for any reason in its
sole discretion, this Option may not be transferred in any manner otherwise
than by will or by the laws of descent or distribution and may be exercised
during your lifetime only by you.  The
terms of the Plan and this Agreement shall be binding upon your executors,
administrators, heirs, successors and assigns.


 


5.             Entire
Agreement; Governing Law.  The Plan
is incorporated herein by reference.  The
Plan and this Agreement constitute the entire agreement of the parties with
respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and you with respect to the subject
matter hereof, and may not be modified materially adversely to your interest
except by means of a writing signed by the Company and you.  This Agreement is governed by the internal
substantive laws, but not the choice of law rules, of the state of Delaware.


 


6.             Withholding of Tax.  To the extent
that the exercise of the Option results in the receipt of compensation by you
with respect to which the Company or a Subsidiary has a tax withholding
obligation pursuant to applicable law, unless other arrangements have been made
by you that are acceptable to the Company or such Subsidiary, which, with the
consent of the Committee, may include withholding a number of Shares that would
otherwise be delivered on exercise or vesting that have an aggregate Fair
Market Value that does not exceed the amount of taxes to be withheld, you shall
deliver to the Company or the Subsidiary such amount of money as the Company or
the Subsidiary may require to meet its withholding obligations under such
applicable law.  No delivery of Shares
shall be made pursuant to the exercise of the Option under this Agreement until
you have paid or made arrangements approved by the Company or the Subsidiary to
satisfy in full the applicable tax withholding requirements of the Company or
Subsidiary.


 


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7.             Amendment. 
Except as provided below, this Agreement may not be modified in any
respect by any oral statement, representation or agreement by any employee,
officer, or representative of the Company or by any
written agreement which materially adversely affects your rights hereunder
unless signed by you and by an officer of the Company who is expressly
authorized by the Company to execute such document.  This Agreement may, however, be amended as
permitted by the terms of the Plan, as in effect on the date of this Agreement.
Notwithstanding anything in the Plan or this Agreement to the contrary, if the
Committee determines that the terms of this grant do not, in whole or in part,
satisfy the requirements of Section 409A of the Code, the Committee, in
its sole discretion, may unilaterally modify this Agreement in such manner as
it deems appropriate to comply with such section and any regulations or
guidance issued thereunder.


 


8.             General. 
You agree that this Option is granted under and governed by the terms
and conditions of the Plan and this Agreement. 
In the event of any conflict, the terms of the Plan shall control.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Agreement.


 


	
   

  	
  HUNTSMAN CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
									



 


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