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  Exhibit 10.42    
    


 
 

  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 (as amended and restated) (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%




 

         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 Shares 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 


1







 



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.    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, the Company or the Subsidiary shall withhold (or "net") such number of Shares
otherwise payable to you as the Company or the Subsidiary requires to meet its tax withholding obligations under applicable laws. No issuance of an unrestricted share shall be made pursuant to this
Agreement until the applicable tax withholding requirements of the Company or the Subsidiary with respect to such event have been satisfied in full. 


        6.    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. 



        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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Exhibit 10.42


HUNTSMAN CORPORATION STOCK INCENTIVE PLAN Nonqualified Stock Option Agreement