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  Exhibit 10.41    
    


 
    HUNTSMAN CORPORATION
  STOCK INCENTIVE PLAN    
    
    Phantom Share Agreement    
    

 






 



				
	 	Grantee:	 	







 
	 	Date of Grant:	 	







 
	 	Phantom Share Grant Number:	 	







 
	 	Number of Phantom Shares Granted:	 	







 




 

         1.    Notice of Grant.    You are hereby granted pursuant to the Huntsman Corporation Stock Incentive Plan (as amended
and restated) (the "Plan") the above number of Phantom Shares of Huntsman Corporation (the "Company"), subject to the terms and conditions of the Plan and this Agreement. 



        2.    Vesting of Phantom Shares.    Subject to the further provisions of this Agreement, the Phantom Shares shall
become vested in accordance with the following schedule: 

 






 



			
	Anniversary of

Date of Grant 	 	Cumulative

Vested Percentage 
	1st	 	331/3%
	2nd	 	662/3%
	3rd	 	100%




 

         While
a Phantom Share remains "outstanding" pursuant to this Agreement, an amount equivalent to the dividends and distributions made on a share of Common Stock during such period shall
be held by the Company ("Distribution Equivalent Rights" or "DERs") without interest until the Phantom Share becomes vested or is forfeited and then paid to you (in cash or Shares) or forfeited, as
the case may be. 


        Notwithstanding
the above vesting schedule, all Phantom Shares that are not vested on your termination of employment with the Company for any reason, including without limitation on
account of death, disability, or retirement, 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. 


        3.    Payment/Certificates.    On or as soon as administratively feasible, but not later than 30 days,
following the vesting of the Phantom Shares, subject to Paragraph 5 below, the Company, in its sole discretion, shall either: (a) cause a certificate or certificates for Shares of Common
Stock to be issued in your name without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which you are a party); (b) cause to be paid to
you an amount equal to the Fair Market Value of the Shares that would otherwise be issued to you; or (c) cause to be paid and issued to you a combination of cash and Shares which in combination
equal the Fair Market Value of the Shares (on the vesting date) that would otherwise be issued to you; in each case in cancellation of the Phantom Shares that have vested; provided, however, in no
event shall such payment or issuance of Shares be made prior to the first day such payment would not be subject to the additional tax imposed by Section 409A of the Code. In lieu of issuing a
certificate, the Company may evidence such Shares by book-entry or other appropriate method. 


        4.    Nontransferability of Phantom Shares.    You may not sell, transfer, pledge, exchange, hypothecate or dispose of
Phantom Shares or DERs in any manner. A breach of these terms of this Agreement shall cause a forfeiture of the Phantom Shares and DERs. 


        5.    Withholding of Tax.    To the extent that the grant or vesting of a Phantom Share (or DERs) 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 (or DERs) 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 (or DERs) 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 the Phantom Shares are 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
Phantom Share Agreement. 

 






 



						
	 	 	 	HUNTSMAN CORPORATION
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	 	





  
	 	 	 	Name:	 	 
	 	 	 	 	 	





  
	 	 	 	Title:	 	 
	 	 	 	 	 	





  
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	EMPLOYEE
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	





  [Name]






 

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Exhibit 10.41


HUNTSMAN CORPORATION STOCK INCENTIVE PLAN Phantom Share Agreement