Unassociated Document


     

    CHEMTURA
CORPORATION EXECUTIVE AND KEY EMPLOYEE

     

    SEVERANCE
PLAN

     

    Effective
as of January 1, 2009. Last amended, March 13, 2009.

     

     

    PREAMBLE

     

    Chemtura
Corporation (“Chemtura”) adopted the Chemtura Corporation Executive and Key
Employee Severance Plan (the “Plan”) to formalize its severance pay policy as it
applies to eligible employees of Chemtura and all of the subsidiaries and
affiliates of Chemtura.  Effective as of January 1, 2009, Chemtura
hereby amends the Plan as set forth herein.  As used herein, the
masculine pronoun shall include the feminine, and the singular shall include the
plural, unless a contrary meaning is clearly intended.

     

    The Plan
is intended to fall within the definition of an "employee welfare benefit plan"
under Section 3(1) of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").  This document is intended to serve as the Plan
document and the summary plan description of the Plan.  As such, this
document supersedes and replaces any prior plan, summary plan descriptions,
summaries, policies, publications, memos or notices regarding the Plan and any
other severance benefits.

     

    All
rights of Participants to benefits relating to this Plan shall be governed by
the executed agreement and general release, provided by the Company in
connection with a Participant’s termination of employment, acknowledgement of
receipt form, and the Plan.  Any employee who participates in this
Plan shall not be entitled to any benefits under any other severance policy,
plan or practice of:  (i) the Company; (ii) any predecessor thereto;
or (iii) any respective subsidiary or affiliate thereof, or pursuant to which
the Company is bound or obligated to provide such benefits, including prior
versions of the Plan.  All such other severance (whether voluntary or
involuntary) policies, plans and practices of the Company in effect for eligible
employees prior to the effective date of this Plan shall be deemed amended and
superseded in their entirety by this Plan to the extent that they would provide
benefits to Participants upon their termination of employment.

     

    In the
event that the terms of the Plan are inconsistent with other documents or other
written or verbal communications provided by the Company or its representatives
with respect to this severance program, the terms of the Plan shall
govern.  The Plan may not be amended or changed except in accordance
with the provisions set forth below.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
1

     

    Definitions

     

    Capitalized terms used in the Plan and
not elsewhere defined herein shall have the meanings set forth in this
Section:

    


    1.1           “Acknowledgement
of Receipt Form” shall mean
the agreement provided by the Company to an Eligible Employee which must be
signed by the Eligible Employee in order to become a Participant
hereunder.  In the Acknowledgment of Receipt Form, the Eligible
Employee will, among other things, agree to be bound by the terms hereof and to
acknowledge that this Plan supersedes any and all prior arrangements,
agreements, or understandings between the Eligible Employee and the Company
regarding severance, separation, termination, change in control, or similar
types of benefits or pay.

    


    1.2           “Agreement” shall mean a separation agreement and
general release in such form as Chemtura, in its sole discretion, determines
(the “Agreement”).

    


    1.3           “Base
Salary” shall mean the
Participant’s rate of base pay on his Termination Date, as reflected on the
Company's payroll records, and not including bonuses, overtime pay, compensatory
time-off, commissions, incentive or deferred compensation, employer
contributions towards employee benefits, or any other additional
compensation.  For purposes of this Plan, a Participant's base pay or
salary shall include any salary reduction contributions made on his or her
behalf to any plan of the Company under Section 125, 132 or 401(k) of the
Code.  Notwithstanding the foregoing, following a Change of Control,
Base Salary under this Plan shall not be less than the highest amount during the
90 day period preceding a Change of Control.

    


    1.4           “Cause” shall mean any
definition of cause contained in a Participant’s employment agreement or
separation agreement governing the terms of a Participant’s separation from
employment with the Company other than upon a change of control, and, if such
agreement does not exist or cause is not defined therein, “Cause” shall mean,
during the course of employment: (i) theft, fraud, embezzlement or intentional
disclosure of confidential and/or proprietary information; (ii) conduct or plans
to engage in conduct that would be considered competition or solicitation under
Section 8.1 or 8.2, respectively, of the Plan; (iii) willful disregard for or
neglect by the Participant of his or her duties or the interests of the Company;
(iv) conviction of a felony or any criminal offense; (v) breach of fiduciary
duty, duty of loyalty or other breach of trust; (vi) any willful act against the
material financial interests of the Company; or (vii) willful destruction of
property of the Company.

    


    1.5           “Change of Control”
shall mean the occurrence of any of the following:  (i) a third
person, including a “group” as such term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934 (the “Exchange Act”), other than the trustee of
a Company employee benefit plan, becomes the beneficial owner, directly or
indirectly, of 50% or more of the combined voting power
of Chemtura's outstanding voting securities ordinarily having the right to vote
for the election of directors of Chemtura; (ii) during any period of 24
consecutive months individuals who, at the beginning of such consecutive
24-month period, constitute the Board of Directors of Chemtura (the "Board"
generally and as of the effective date of the Plan the "Incumbent Board") cease
for any reason (other than retirement upon reaching retirement age, disability,
or death) to constitute at least a majority of the Board; provided that any
person becoming a director subsequent to the effective date of the Plan whose
election, or nomination for election by Chemtura's shareholders, was approved by
a vote of at least three-quarters of the directors who at the time of such
election or nomination for election comprise the Incumbent Board (other than an
election or nomination of an individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the Directors of Chemtura, as such terms are used in
Rule 14a-11 of Regulation 14A promulgated under the Exchange Act as in
effect on January 23, 2000) shall, for purposes of this Plan, be considered a member of the
Incumbent Board; or (iii) the sale of all or substantially all of the assets of
Chemtura.

     

    
      
         

      

      
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    Notwithstanding anything herein to the
contrary, to the extent that Section 6 applies to awards which constitute
nonqualified deferred compensation subject to Section 409A of the Code, for
purposes of the distribution of such awards pursuant to Section 6, a Change of
Control shall only be deemed to occur if such transactions or events would give
rise to a “change in ownership”, a “change in effective control”, or a “change
in the ownership of a substantial portion of the assets” under Section 409A of
the Code and the rulings and regulations thereunder.

    


    1.6           “Chemtura” shall mean Chemtura
Corporation.

    


    1.7           “Code” shall mean the Internal Revenue Code
of 1986, as amended.

    


    1.8           “Company” shall mean Chemtura and any Company Entities that
participate in the Plan with the approval of the Board of Directors of
Chemtura.

    


    1.9           “Company
Entity” shall mean any
entity which would be included with Chemtura as a service recipient under
Treasury Regulation 1.409A-1(h)(3).

    


    1.10           “Eligible
Employees” shall mean all
Executive Officers and Key Employees.  Notwithstanding the foregoing,
an Eligible Employee shall not include any individual: (i) designated by the
Company as an independent contractor and not as an employee at the time of any
determination; (ii) being paid by or through an employee leasing company or
other third party agency; (iii) designated by the Company as a freelance worker
and not as an employee at the time of any determination; (iv) classified by the
Company as a seasonal, occasional, limited duration, or temporary employee,
during the period the individual is so paid or designated; (v) designated by the
Company as a leased employee, during the period the individual is so paid or
designated; (vi) who is eligible to participate in or receive benefits from the
Chemtura Corporation Severance Plan; or (vii) covered by any (x)
governmental severance program and/or (y) collective bargaining
agreement, in each case which contains provisions relating to post-termination
of employment salary or benefits or other severance benefits.  Any such individual shall
not be an Eligible Employee even if he or she is later retroactively
reclassified as a common-law employee of the Company during all or any part of
such period pursuant to applicable law or otherwise.

     

    
      
         

      

      
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    1.11           “ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended.

    


    1.12           “Executive
Officer” shall mean each
active, full-time employee so designated in writing by the Compensation
Committee of the Board of Directors of Chemtura.  For purposes of the
Plan, a full-time employee is an employee of the Company who is regularly
scheduled to work at least 32 hours per week.

    


    1.13           “Good
Reason” shall mean: (i) the
Company changes the Participant’s status or position as an officer of the
Company and such change represents a material reduction in such status or
position, and/or (ii) the Company materially reduces the Participant’s base
salary and/or target bonus, and/or (iii) the Company fails to provide equity compensation to the
Participant which is at
least materially comparable in terms of timing, value and type of award
as other similarly situated
employees, and/or (iv) any
attempted relocation of the Participant’s place of employment to a location more
than 50 miles from the location of such employment on the date of such attempted
relocation, in each case as compared to the Participant’s entitlements
immediately prior to the Change of Control, and such change, breach or reduction
is not cured by the Company within thirty (30) days from the date the
Participant delivers a notice of termination for Good Reason.  Such
notice of termination for Good Reason shall include the specific section of this
Plan which was relied upon and the reason that the Company’s act or failure to
act has given rise to his termination for Good Reason and shall be received by
the Company within ninety (90) days of the date on which the Participant becomes
aware of the occurrence of any event establishing grounds for termination for
Good Reason.  

    


    1.14           “Involuntary
Termination” shall mean the
termination of a Participant’s employment by the Company for any reason;
provided, however, that an Involuntary Termination of a Participant’s employment
shall not occur if:

    


    (a)           the termination of the Participant’s
employment is due to (i) the transfer of the Participant from his employer to
another Company Entity, (ii) the transfer of any operations of the Company or a
subsidiary, operation, section or division of the Company to another Company
Entity or an entity unrelated to the Company (irrespective of whether assets of
the Company or any such subsidiary, operation, section or division are sold or
transferred to such unrelated entity), or (iii) the purchase of the Company or a
subsidiary, operation, section or division of the Company by a third party
purchaser, and, in each case, the Participant is offered comparable employment
by the purchaser, as determined by the Company in its sole
discretion;

    


    (b)           the Participant’s employment terminates
on account of the Participant’s (i) death, (ii) disability, as defined under the
Company’s long-term disability plan or (iii) retirement under a tax-qualified
retirement plan of the Company covering such Participant;

     

    
      
         

      

      
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    (c)           the Participant’s employment is
terminated for Cause; or

    


    (d)           the Participant resigns his employment
with the Company or fails to continue reporting to work and performing
satisfactorily his job duties through his designated termination date, unless
the Company agrees in writing to release him earlier.

    


    1.15           “Key
Employee” shall mean each
active, full-time employee so designated in writing by the Compensation
Committee of the Board of Directors of Chemtura. For purposes of the Plan, a
full-time employee is an employee of the Company who is regularly scheduled to
work at least 32 hours per week.

    


    1.16           “Participant” shall mean an Eligible Employee who
has satisfied the conditions for participation set forth in Section
2.

    


    1.17           “Plan” shall mean this Chemtura Corporation
Executive And Key Employee Severance Plan.

    


    1.18           “Plan
Administrator” shall mean
Chemtura or any entity or person designated by Chemtura.  Unless the
Board of Directors of Chemtura designates another person or entity, the Plan
Administrator shall be the Chemtura Corporation Employee Benefits
Committee.

    


    1.19           “Termination” shall mean either an Involuntary
Termination or a Voluntary Termination.

    


    1.20           “Termination Date”
shall mean the effective date of the termination of the Participant’s employment
with the Company as designated by the Company in writing.

    


    1.21           “Voluntary
Termination” shall mean the Participant’s resignation from employment
with the Company for Good Reason within twenty-four (24) months following a
Change of Control, provided the Participant provides the Company with notice of
such resignation at least six (6) months prior to the resignation
date.

    


     

    Section
2

     

    Participation

     

    2.1.           An
Eligible Employee shall become a Participant in this Plan only if he (i) signs
and returns an Acknowledgment of Receipt Form to the Plan Administrator within
one week of being presented with such form by the Company and (ii) has executed
a Chemtura form of Confidentiality and Assignment of Work Product Agreement
which is dated no earlier than his Acknowledgement of Receipt Form.

     

    
      
         

      

      
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    Section
3

     

    Eligibility for
Benefits

     

    3.1.           Conditions for
Eligibility.  Subject to the conditions and limitations of this
Section 3 and elsewhere in the Plan, a Participant shall be entitled to the
severance benefits described herein only upon satisfaction of all the following
conditions (and all other applicable conditions contained herein):

     

    
      	
               
      

            	
              (a)

            	
              he
      suffers a Termination,

            


    

     

    
      	
               
      

            	
              (b)

            	
              he
      executes without modification and in its entirety, and without timely
      revoking, an Agreement within fifty (50) days of his Termination
      Date,

            


    

     

    
      	
               
      

            	
              (c)

            	
              he
      returns to the Company any property of the Company which has come into his
      possession, and

            


    

     

    
      	
               
      

            	
              (d)

            	
              he
      remains actively at work through his designated termination date unless
      the Company agrees in writing to release the Participant from employment
      earlier than such date.

            


    

     

    


    3.2.           Exclusions.  Each
Participant shall cease to be entitled to severance benefits, upon the earliest
to occur of the following:

     

    (a)           his
breach of the Agreement or the Acknowledgement of Receipt Form;

     

    (b)           the
revocation, invalidity or unenforceability of such Agreement or Acknowledgement
of Receipt Form; or

     

    (c)           his
reemployment by the Company.

     

     

    Section
4

     

    Severance Benefits Prior to
a Change of Control

     

    4.1.           Benefits.  If a Participant
experiences an Involuntary Termination prior to a Change of Control, and
complies with all of the other terms and conditions of the Plan, he shall be
eligible to receive:

     

    
      
         

      

      
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              (a)

            	
              severance
      pay at the levels defined in the Chemtura Corporation Severance Plan, as
      amended and restated effective as of January 1, 2009 and consistent with
      future amendments and restatements of such plan; and
  

            


    

     

    
      	
               
      

            	
              (b)

            	
              continuation
      of his medical, dental, and vision benefits at active employee rates for
      the applicable period of time set forth in the Chemtura Corporation
      Severance Plan, as amended and restated effective as of January 1, 2009
      and consistent with future amendments and restatements of such plan,
      following Involuntary Termination (which benefits continuation shall
      offset the Company’s obligation, if any, pursuant to the Consolidated
      Omnibus Reconciliation Act of 1985 (”COBRA”)).  In the event of
      the Participant’s death prior to the expiration of the applicable benefits
      continuation period, benefits continuation will be provided to the
      Participant’s eligible dependents for the remainder of the applicable
      benefits continuation period, unless such eligible dependent is or becomes
      eligible for any other group medical insurance
  coverage.

            


    

     

    4.2           Timing of Severance
Benefits.  Assuming all applicable conditions are met,
severance benefits payable under Section 4.1(a) will be paid in installments, as
described in the Chemtura Corporation Severance Plan, as amended and restated
effective as of January 1, 2009 and consistent with future amendments and
restatements of such plan.

     

    Section
5

     

    Severance Benefits After a
Change of Control

     

    5.1           Benefits.  If
a Participant experiences a Termination within twenty-four (24) months following
a Change of Control, and complies with all of the other terms and conditions of
the Plan, he shall be eligible to receive:

     

    (a)           severance
pay equal to three times (if the Participant is the Chief Executive Officer of
Chemtura); two times (if the Participant is an other Executive Officer); or one
times (if the Participant is a Key Employee) the sum of the Participant’s:
annual Base Salary and the average of the annual bonuses paid to the Participant
in the three full fiscal years (or such full fiscal years that the Participant
was employed by the Company if he or she was not employed by the Company for
three full fiscal years) ending immediately prior to the Change of Control (such
average of the annual bonuses is referred to as the “Change of Control Average
Bonus”);

     

    (b)           a pro rata portion to the Termination
Date of the Change of Control Average Bonus basing such pro-rata portion upon
the portion of the bonus period that has elapsed as of the Termination
Date;

     

    (c)           the
amount of the Participant’s accrued but unused vacation under the Company’s
vacation policy as of the Termination Date;

     

    
      
         

      

      
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    (d)           until
the earlier of (i) the day upon which the Participant begins new employment and
is eligible for such welfare benefits, or (ii) (A) the third anniversary of the
Termination Date if the Participant is the Chief Executive Officer of Chemtura;
(B) the second anniversary of the Termination Date if the Participant is an
other Executive Officer; or (BC) the first anniversary of the Termination Date
if the Participant is a Key Employee, the Company shall continue to provide
medical, dental, vision and life insurance benefits to the Participant and/or
the Participant’s family that are comparable to those which were provided to the
Participant immediately prior to the Termination Date (or if greater,
immediately prior to the Change of Control) in accordance with the applicable
plans, programs and policies of the Company. In the event of the Participant’s
death prior to the expiration of the applicable benefits continuation period,
benefits continuation will be provided to the Participant’s eligible dependents
for the remainder of the applicable benefits continuation period, unless such
eligible dependent is or becomes eligible for any other group medical insurance
coverage;

     

    (e)           upon
submission by the Participant of required supporting documentation, payment or
reimbursement of any costs and expenses (including moving and relocation
expenses) paid or incurred by the Participant on or prior to the Termination
Date, which would have been payable while the Participant was employed by the
Company pursuant to the Company’s expense reimbursement policy;

     

    (f)           if
the Participant is an Executive Officer, upon submission by such Participant of
required supporting documentation, payment or reimbursement of any reasonable
expenses paid or incurred within the first anniversary of the Termination Date
by such Participant with respect to financial planning and tax services, up to a
maximum value of $25,000 with respect to the Chief Executive Officer of
Chemtura, and $15,000 with respect to other Executive Officers; and

     

    (g)           until
the earlier of (i) the day upon which the Participant begins new employment
comparable in all material respects to the Participant’s employment with the
Company immediately prior to the Change of Control, or (ii) (A) the second
anniversary of the Termination Date if the Participant is an Executive Officer
or (B) the first anniversary of the Termination Date if the Participant is a Key
Employee, the Company shall pay all reasonable expenses incurred by the
Participant in seeking comparable employment including, without limitation, the
fees and expenses of a placement organization, up to $25,000 if the Participant
is the Chief Executive Officer of Chemtura, $20,000 if the Participant is an
other Executive Officer, or $15,000 if the Participant is a Key Employee, such
expenses to be approved in advance by the Company, such approval not to be
unreasonably withheld.

     

    
      
         

      

      
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    5.2           Timing of
Severance Benefits. Assuming all applicable conditions are met, the
severance benefits described in Section 5.1 will be paid as set forth in this
Section 5.2.  The payments set forth in Sections 5.1(a) through 5.1(c)
will be paid in a lump sum as soon as administratively practicable following the
effective date of the Participant’s Agreement, but no later than sixty (60) days
after the Termination Date.  Severance benefits described in Section
5.1(d) will commence as soon as practicable following the effective date of the
Participant’s Agreement, but no later than sixty (60) days after the Termination
Date; provided that, with respect to continuation of medical, dental, and vision
benefits continuation, coverage will be retroactive to the Termination Date.
Subject to Section 12.9 hereof, reimbursement of expenses pursuant to Section
5.1(e) will be paid as soon as administratively practicable but no later than
the last day of the calendar year following the calendar year in which the
applicable expenses were incurred; provided that the Participant has submitted
requisite proof of such expenses.  Reimbursement of expenses pursuant
to Sections 5.1(f) and (g) will be paid as soon as administratively practicable,
but no later than the last day of the second calendar year following the
calendar year in which the Termination Date occurs; provided that the
Participant has submitted requisite proof of such expenses, and such payments
are intended to constitute separation pay due to involuntary separation from
service which are excluded from the requirements of Section 409A of the
Code.  If a Participant dies prior to payment of all severance
benefits to which he is entitled, any unpaid severance benefits will be paid to
the Participant’s surviving spouse or, if no spouse survives, to the
Participant’s estate. If a Participant who is receiving severance benefits is
reemployed by the Company or breaches the Agreement, payment of severance
benefits shall immediately cease.  In the event that severance
benefits are paid in a lump sum, upon rehire by the Company, the Participant
shall be required to repay to the Company the value of the severance benefits
that would not have been paid to him had he been receiving his severance
benefits in semi-monthly installments.

     

    Section
6

     

    Vesting of Equity Awards
Upon a Change of Control

     

    Upon a
Change of Control, a Participant shall be fully vested in all Company stock
options and other equity-based awards held by the Participant, and subject to
Section 1.5, any such awards will
be realized in full and distributed to the Participant at the time of the
occurrence of the Change of Control, or if exercise of the award is
required, the award may be exercised upon the occurrence of the Change
of Control.  All other rights
with respect to such stock options or other equity-based awards shall continue
to be governed pursuant to the terms of the applicable equity plan and award
agreement (if any).

     

    
      
         

      

      
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    Section
7

     

    Tax
Gross-Up

     

    In the
event that it shall be determined that any payment or benefit by the Company to
or for the benefit of the Participant pursuant to the terms of the Plan or any
other payments or benefits received or to be received by the Participant (a
“Payment”) in connection with or as a result of a Change of Control or the
Participant's termination of employment or any event which is deemed by the
Internal Revenue Service or any other taxing authority to constitute a change in
the ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company (“Change of Control Payments”)
shall be subject to the tax (the “Excise Tax”) imposed by Section 4999 (or any
successor section) of the Code, the payments or benefits payable pursuant to the
terms of the Plan shall be reduced so that the Payment, in the aggregate, is
reduced to the greatest amount that could be paid to the Participant without
giving rise to any Excise Tax (the “Safe Harbor Amount”).  The
reduction of the amounts payable hereunder shall be made first by reducing the
payment under Section 4.1(a) or 5.1(a), as applicable, and if additional amounts
need to be reduced to reach the Safe Harbor Amount, the reduction of such
amounts shall be such that the economic loss to the Participant is
minimized.  In applying this principle, the reduction shall be made in
a manner consistent with the requirements of Section 409A of the Code and where
two economically equivalent amounts are subject to reduction but payable at
different times, such amounts shall be reduced on a pro rata basis but not below
zero.  Notwithstanding the foregoing, and in lieu of the reduction
described above, if the Participant is an Executive Officer and the Payment is at least 110% of the Safe
Harbor Amount, the Company shall pay to such Participant an additional
amount (the “Gross-Up Payment”) such that the net amount retained by the
Participant, after (i) payment of any Excise Tax on the Change of Control
Payments and (ii) payment of any federal and state and local income tax and
Excise Tax upon the Gross-Up Payment, shall be equal to the Change of Control
Payments.  The determination of whether the Participant is subject to
the Excise Tax and the amount of the Gross-Up Payment, if any, shall be made by
a “Big Four” accounting firm chosen by the Company and reasonably agreeable to
the Participant, which determination shall be binding upon the Participant and
the Company.  The Gross-Up Payment, if any, shall be paid to the
Participant by cashier's check within five (5) business days following the
receipt by the Company of the Gross-Up Payment determination from the selected
“Big Four” accounting firm, but in any event, not later than the end of the
Participant’s taxable year following the Participant’s taxable year in which the
related taxes are remitted to the taxing authority.  Notwithstanding the foregoing,
all Gross-Up Payments shall be paid in accordance with Section 409A of
the Code.

     

    
      
         

      

      
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    Section 8

     

    Restrictive
Covenants

     

    8.1           Noncompetition.                                           During the Participant’s employment with the Company, and during a one year period following
any termination of the Participant’s employment for any reason, the
Participant shall not directly or
indirectly compete with
Chemtura or any of its subsidiaries or affiliates, whether as an individual proprietor or
entrepreneur or as an officer, employee, partner, stockholder, or in any
capacity connected with any enterprise, in any business for which the
Participant performed material services for Chemtura or any of its subsidiaries or
affiliates within the 24-month period immediately preceding the Participant’s
Termination Date, in any geographic area in which Chemtura or any of its subsidiaries or
affiliates is engaged
in such business
at the time of the
Participant's termination of employment, including, without
limitation, any geographic area within which Chemtura or any of its subsidiaries or affiliates
has formally announced
specific plans to engage and/or the Participant has actual knowledge that Chemtura or any of its
subsidiaries or affiliates
specifically plans to engage.  For the purpose of the
preceding sentence, engaging in business shall be deemed to embrace sales to
customers or performance of services for customers who are within a relevant
geographical area.  Nothing herein, however, shall prohibit the
Participant from acquiring or holding any issue of
stock or securities of any corporation which has any securities listed on a
national securities exchange or quoted in the daily listing of over the counter
market securities; provided that at any one time the Participant and members of the Participant’s immediate family do not own more than
five percent
(5%) of the voting
securities of any such corporation.

     

    8.2           Non-Solicitation.                                           During
the Participant’s employment with the Company, and during a one year period
following any termination of the Participant’s employment for any reason, the Participant shall
not directly or indirectly hire, entice, induce or in any manner whatsoever
attempt to influence any employee, client, agent, consultant, contractor,
supplier or any other person or entity to cease or reduce working for and/or
doing business with Chemtura or any of its subsidiaries or
affiliates.

     

    8.3           Remedies.                                By electing to participate in the Plan,
Participants hereby
acknowledge that the provisions of this Section 8 are reasonable and necessary for the
protection of Chemtura, its
subsidiaries and affiliates
and acknowledge their
obligations under such
covenants.  The
Participants further
acknowledge that Chemtura,
its subsidiaries or affiliates will be irreparably harmed if such
covenants are not specifically enforced.  Accordingly, by electing to participate, the
Participants agree that, in
addition to any other relief to which Chemtura or any of its subsidiaries or
affiliates may be entitled,
including claims for damages, Chemtura or any of its subsidiaries or
affiliates shall be
entitled to seek and obtain injunctive relief (without the requirement of any
bond) from a court of competent jurisdiction for the purpose of restraining the
Participants from an actual
or threatened breach of such covenants.  Notwithstanding anything else
to the contrary herein, in the event of any material violation by a Participant of this Section
8, the Company shall immediately have no obligation
thereafter to make any
payments to the Participant
and the Company, in its reasonable discretion, may require the Participant to promptly repay to the Company any payments paid to him pursuant to this Plan that were paid prior to such
breach.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    Section
9

     

    Offset

     

    Participants
in the Plan shall not be entitled to receive any other severance, notice, change
in control or termination payments or benefits (or notice in lieu of severance)
from the Company.  In addition, to the extent consistent with Section
409A of the Code, the Participant's benefits under the Plan will be reduced by
the amount of any other severance or termination payments, or pay in lieu of
notice, payable by the Company to the Participant on account of his or her
employment, or termination of employment, with the Company, including, but not
limited to, (i) any payments required to be paid by the Company to the
Participant under any other program, policy, practice, or agreement, or (ii) any
Federal, State, national, municipal, provincial, commonwealth or local law
(including any payment pursuant to the Worker Adjustment Retraining and
Notification Act or any national, State, local, provincial, municipal, or
commonwealth equivalent).  A Participant must notify the Plan
Administrator if he or she receives any such
payments.  Notwithstanding anything to the contrary in this Section 9,
no severance payment paid or payable to a Participant, after giving effect to
the provisions of this Section 9, shall be less than one week of Base
Salary.

     

     

    Section
10

     

    Cessation of
Participation in Employer Plans

     

    Except as otherwise provided herein, a
Participant, as of his Termination Date, shall cease to participate in and shall
cease to be treated as an employee of the Company for all purposes under the
employee benefit plans of the Company, including, without limitation, all
retirement, welfare, incentive, bonus and other similar plans, policies,
programs and arrangements maintained for employees of the
Company.  Each such Participant’s rights under any such plan, policy,
program or arrangement shall be governed by the terms and conditions of each
thereof, as in effect on such Termination Date.

     

     

    Section 11

     

    Administration

     

    11.1.                      Plan
Interpretation and Benefit Determinations.  The Plan shall be
administered by the Plan Administrator.  The Plan Administrator (or,
where applicable, the Claim Reviewer (as defined below) or other duly authorized
designee of the Plan Administrator) shall have the exclusive right, power, and
authority, in its sole and absolute discretion, to administer, apply and
interpret the Plan and any other documents and to decide all factual and legal
matters arising in connection with the operation or administration of the Plan;
provided, however,
that, in accordance with
Section 13 below, the Organization, Compensation & Governance Committee of
the Board shall retain the sole authority to amend or terminate this Plan or any
portion thereof.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

               Without limiting the generality of the
foregoing paragraph, the Plan Administrator (or, where applicable, the Claim
Reviewer or other duly authorized designee of the Plan Administrator) shall have
the discretionary authority and power to:

     

    (a)           take all actions and make all decisions
(including factual decisions) with respect to the eligibility for, and the
amount of, benefits payable under the Plan to Employees or Participants or their
beneficiaries;

     

    (b)           formulate, interpret and apply rules,
regulations and policies necessary to administer the Plan;

     

    (c)           decide questions, including legal or
factual questions, relating to the calculation and payment of benefits, and all
other determinations made, under the Plan;

     

    (d)           resolve and/or clarify any factual or
other ambiguities, inconsistencies and omissions arising under the Agreement,
the Plan or other Plan documents; and

     

    (e)           process, and approve or deny, benefit
claims and rule on any benefit exclusions.

     

    11.2.                      Benefit
Claims.  The
Company will normally advise a Participant of his right to benefits under the
Plan at the time that a Termination of the Participant’s employment takes
place.  A Participant may also make a claim concerning his or her
right to receive a benefit under the Plan (a “Claim”) to the Company’s Director
of Benefits (the “Claim Reviewer”) at the following address:

     

    Chemtura Corporation

    199 Benson Road

    Middlebury,
CT  06749

    Attention:  Director of
Benefits

     

    A Claim must be made by a Participant
within sixty (60) days following his Termination Date.

     

    11.3.                      Appealing
Benefit Claims. The
Participant will be informed of the decision of the Claim Reviewer with respect
to a Claim within ninety (90) days after it is filed.  Under special
circumstances, the Claim Reviewer may require an additional period of not more
than ninety (90) days to review a Claim.  If this occurs, the
Participant will be notified in writing as to the length of the extension, the
reason for the extension, and any other information needed in order to process
the Claim.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    If a Claim is denied, in whole or in
part, the Participant will be notified in writing of the specific reason(s) for
the denial, the exact Plan provision(s) on which the decision was based, what
additional material or information is relevant to his case, and what procedure
the Participant should follow to get the Claim reviewed again (an
“Appeal”).  The Participant then has sixty (60) days to Appeal the
Claim to the Plan Administrator.

     

    The Appeal must be submitted in writing
to the Plan Administrator.  A Participant may request to review
pertinent documents, and may submit a written statement of issues and
comments.

     

    A decision as to a Participant's Appeal
will be made within sixty (60) days after the Appeal is
received.  Under special circumstances, the Plan Administrator may
require an additional period of not more than sixty (60) days to review an
Appeal.  If this occurs, the Participant will be notified in writing
as to the length of the extension.

     

    If a Participant's Appeal is denied, in
whole or in part, he or she will be notified in writing of the specific
reason(s) for the denial and the exact Plan provision(s) on which the decision
was based.  The decision on an Appeal of the Plan Administrator will
be final and binding on all parties and persons affected
thereby.

     

    11.4.                      Non-Binding
Mediation.  In the event the Participant is not satisfied with
the decision on an Appeal made pursuant to Section 11.3, and the amount of the
Claim equals or exceeds $5,000, notwithstanding anything in Section 11.3 to the
contrary, the Participant may request that the Claim be resolved pursuant to
non-binding mediation administered by the American Arbitration Association under
the Mediation Rules specified in its National Rules for the Resolution of
Employment Disputes.  All fees and expenses of the mediator and all
other expenses of the mediation procedures, except for attorneys’ fees and
witness expenses, shall be shared equally by the Participant and the
Company.  Each party shall bear its own witness expenses and
attorneys’ fees.

     

     

    Section 12

     

    Miscellaneous

     

    12.1.                      Tax
Withholding.  The
Company shall have the authority to withhold or to cause to have withheld
applicable taxes from any payments made under or in accordance with the Plan to
the extent required by law.

     

    12.2.                      Unfunded
Plan.  The Plan
is unfunded.  The Company shall pay the full cost of the Plan out of
its general assets.

     

    12.3.                      Not a
Contract of Employment.  The Plan shall not be
deemed to constitute a contract of employment, or to impose on the Company any
obligation to retain any Participant as an employee, to continue any
Participant’s current employment status or to change any employment policies of
the Company; nor shall any provision hereof restrict the right of the Company to
discharge any of its employees or restrict the right of any such employee to
terminate his employment with the Company.

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    12.4.                      Choice of
Law.  The Plan
shall be construed and governed under the laws of the State of Connecticut,
except to the extent Federal law is applicable.  Each Participant
consents to personal jurisdiction of any State or Federal court sitting in
Connecticut and waives any objection that such forum is
inconvenient.  Each Participant consents to service of process in any
action related to the Plan by U.S. mail or other commercially reasonable means
of receipted delivery.

     

    12.5.                      Effect of
Invalidity of Provision.  If any provision of the
Plan is held invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision hereof, and such provision shall, to the extent
possible, be modified in such manner as to be valid and enforceable but so as to
most nearly retain the intent of the Company.  If such modification is
not possible, the Plan shall be construed and enforced as if such provision had
not been included in the Plan.

     

    12.6.                      Effect of
Plan.  The Plan supersedes any and all prior
severance arrangements, policies, plans or practices of the Company and its
predecessors (whether written or unwritten).  Notwithstanding the
preceding sentence, the Plan does not affect the severance provisions of any
written individual employment contracts or individual separation
agreements governing the terms of a Participant’s separation of employment with
the Company.

     

    12.7.                      Records.  The records of the Company
with respect to Years of Service, employment history, Base Salary, absences, and
all other relevant matters shall be conclusive for all purposes of this
Plan.

     

    12.8.                      Nontransferability.  In no event shall
the Company make any payment under this Plan to any assignee or creditor of a
Participant, except as otherwise required by law.  Prior to the time
of a payment hereunder, a Participant shall have no rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
this Plan, nor shall rights be assigned or transferred by operation of
law.

    


    12.9           Section 409A of the
Code.

    


    (a) Notwithstanding
the other provisions hereof, this Plan is intended to comply with the
requirements of Section 409A of the Code.  Accordingly, all provisions
herein, or incorporated by reference, shall be construed and interpreted to
comply with Section 409A of the Code and if necessary, any such provision shall
be deemed amended to comply with Section 409A of the Code and the regulations
thereunder.  Further, for purposes of the limitations on nonqualified
deferred compensation under Section 409A of the Code, each payment of
compensation under this Plan shall be treated as a separate payment of
compensation.  Any amounts payable solely on account of an involuntary
separation from service of the Participant within the meaning of Section 409A of
the Code shall be excludible from the requirements of Section 409A of the Code,
either as involuntary separation pay or as short-term deferral amounts to the
maximum possible extent.  Any reimbursements or in-kind benefits
provided under this Plan shall be made or provided in accordance with the
requirements of Section 409A of the Code, including, where applicable, the
requirement that (i) any reimbursement is for expenses incurred during the
period of time specified in this Plan (or if no period is specified, the
lifetime of the Participant), (ii) the amount of expenses eligible for
reimbursement, or in kind benefits provided, during a calendar year may not
affect the expenses eligible for reimbursement, or in kind benefits to be
provided, in any other calendar year, (iii) the reimbursement of an eligible
expense will be made no later than the last day of the calendar year following
the calendar year in which the expense is incurred, and (iv) the right to
reimbursement or in kind benefits is not subject to liquidation or exchange for
another benefit.  In no event may a Participant, directly or
indirectly, designate the calendar year of a payment.

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    (b) Notwithstanding
anything herein to the contrary, a Participant shall not be entitled to any
payments or benefits pursuant to the Plan in the event that the occurrence of
his termination of employment does not constitute a “separation from service” as
defined by Section 409A of the Code and the regulations issued
thereunder.

     

    (c) Delay for
Specified Employees.

     

    (1) Notwithstanding
any provision of the Plan to the contrary, if a Participant who is a Specified
Employee (as defined below) becomes entitled to receive a distribution on
account of separation from service, the distribution may not be made earlier
than six (6) months following the date of the Participant’s separation from
service, if required by Section 409A of the Code and the regulations
thereunder.  If distributions are delayed pursuant to Section 409A of
the Code, the accumulated amounts withheld on account of Section 409A shall be
paid within fifteen (15) days after the end of the six-month
period.  If the Participant dies during such six-month period, the
amounts withheld on account of Code Section 409A shall be paid to the
Participant’s Beneficiary within fifteen (15) days of the Participant’s
death.

     

    (2)           The
term “Specified Employee” means a “specified employee” as determined by the Plan
Administrator or its delegate as of the specified employee identification date
for purposes of Section 409A of the Code.  The determination of
Specified Employees, including the number and identity of persons considered
Specified Employees and the identification date, shall be made by the Plan
Administrator or its delegate each year in accordance with Section 416(i) of the
Code, the “specified employee” requirements of Section 409A of the Code, and
applicable regulations.

     

    Section 13

     

    Amendment or
Termination of the Plan

     

    The Plan may be amended or terminated,
in whole or in part, at any time, with or without prior notice, by action of the
Organization, Compensation & Governance Committee (or any successor thereof)
of the Board; provided, however,
that any amendment to
modify the provisions of Section 4 of the Plan, in whole or in part, may be made
at any time by action of the Chemtura Corporation Employee Benefits Committee
(or any successor thereof).  Notwithstanding the foregoing, any
amendment to the Plan, in whole or in part, including an amendment to terminate
the Plan (but excluding an amendment to modify Section 4 of the Plan as set
forth above), that is adverse to the interests of any Participant (except for an
amendment adopted to comply with applicable law, including Code Section 409A)
will not be effective until the date which is one year following the date of
such amendment, and any such amendment which is adopted within six months prior
to a Change of Control will be void upon such Change of
Control.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    Section 14

     

    Required
Information

     

    14.1.   Participants'
Rights Under ERISA.  A Participant in the Plan
is entitled to certain rights and protections under the Employee Retirement
Income Security Act of 1974 (ERISA).  ERISA provides that all Plan
participants shall be entitled to:

     

    - Examine, without charge, at the Plan
Administrator's office, all Plan documents, and copies of all documents filed by
the Plan with the U.S. Department of Labor, such as detailed annual reports and
Plan descriptions.

     

    - Obtain copies of Plan documents and
other Plan information upon written request to the Plan
Administrator.  The Plan Administrator may make a reasonable charge
for the copies.

     

    - Receive a summary of the Plan's annual
financial report if the Plan covers 100 or more people.  The Plan
Administrator is required by law to furnish each Participant with a copy of this
summary annual report.

     

    In addition to creating rights for Plan
participants, ERISA imposes duties upon the people who are responsible for the
operation of the Plan.  The people who operate the Plan, called
"fiduciaries" of the Plan, have a duty to do so prudently and in the interest of
Plan participants and beneficiaries.  No one, including the Company or
any other person, may fire a Participant or otherwise discriminate against him
or her in any way to prevent him or her from obtaining a welfare benefit or
exercising his or her rights under ERISA.  If a Participant's claim
for a benefit is denied in whole or in part, he or she must receive a written
explanation of the reason for the denial.  The Participant has the
right to have the Plan review and reconsider his or her claim.  Under
ERISA, there are steps a Participant can take to enforce the above
rights.

     

    For instance, if a Participant requests
materials from the Plan and does not receive them within 30 days, he or she may
file suit in a federal court.  In such a case, the court may require
the Plan Administrator to provide the materials and pay the Participant up to
$110 a day until the he or she receives the materials, unless the materials were
not sent because of reasons beyond the control of the Plan
Administrator.

     

    If the Participant's claim for benefits
is denied or ignored, in whole or in part, he or she may file suit in a state or
federal court.  If a Participant is discriminated against for
asserting his or her rights, he or she may seek assistance from the U.S.
Department of Labor, or may file suit in a federal court.  The court
will decide who should pay court costs and legal fees.  If the
Participant is successful, the court may order the person the Participant sued
to pay these costs and fees.  If the Participant loses, the court may
order him or her to pay these costs and fees, for example, if it finds the
Participant's claim is frivolous.  If a Participant has any questions
about the Plan, he or she should contact the Plan Administrator.  If
the Participant has any questions about this statement or about his or her
rights under ERISA, he or she should contact the nearest office of the Pension
and Welfare Benefits Administration, U.S. Department of Labor, listed in the
telephone directory or the Division of Technical Assistance and Inquires,
Pension and Welfare Benefit Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210.

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    14.2.   Other
Important Facts.

     

    
      
        
          
            
              
                
                  
                    
                      	
                              OFFICIAL NAME OF THE
      PLAN:

                            	
                              Chemtura Corporation Executive And
      Key

                            
	 
      	
                              Employee Severance
      Plan

                            
	 	 
	
                              SPONSOR:

                            	
                              Chemtura
      Corporation

                            
	 
      	
                              199 Benson
    Road

                            
	 
      	
                              Middlebury,
      CT  06749

                            
	 
      	
                              (203)
    573-2000

                            
	 	 
	
                              EMPLOYER
      IDENTIFICATION

                            	 
      
	
                              NUMBER
    (EIN):

                            	
                              52-2183153

                            
	 
      	 
      
	
                              PLAN
NUMBER:

                            	
                              [540]

                            
	 	 
	
                              TYPE OF
    PLAN:

                            	
                              Employee Welfare Severance Benefit
      Plan

                            
	 	 
	
                              END OF PLAN
      YEAR:

                            	
                              December
  31

                            
	 	 
	
                              TYPE OF
      ADMINISTRATION:

                            	
                              Employer
      Administered

                            
	 	 
	
                              PLAN
      ADMINISTRATOR:

                            	
                              Chemtura Corporation Employee
      Benefits Committee

                            
	 
      	
                              199 Benson
    Road

                            
	 
      	
                              Middlebury,
      CT  06749

                            
	 
      	
                              (203)
    573-2000

                            
	 	 
	
                              EFFECTIVE
    DATE:

                            	
                              January 1, 2006, as amended, April
      15, 2007 and

                            
	 
      	
                              January 1,
    2009

                            


                    

                  

                

              

            

          

        

      

    

     

    The Plan Administrator keeps records of
the Plan and is responsible for the administration of the Plan.  The
Plan Administrator will also answer any questions you may have about the
Plan.

     

    Service of legal process may be made
upon the Plan Administrator.

     

    No
individual may, in any case, become entitled to additional benefits or other
rights under this Plan after the Plan is terminated.  Under no
circumstances, will any benefit under this Plan ever vest or become
nonforfeitable.

     

    
      
         

      

      
        18