Common use of Vesting and Payment Clause in Contracts

Vesting and Payment. (a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Shares awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule. (b) The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the Payment Schedule at such time applicable to such Performance Share’s Performance Cycle. Except as specifically otherwise provided in the Plan, herein or by the Committee, forty percent (40%) of the vested Performance Shares shall be payable to a Participant in cash only and the remaining sixty percent (60%) of the vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basis. (c) The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be forfeited. (d) The total amount of Payment Value due and earned by a Participant on the Measurement Date of an applicable Performance Cycle shall be paid no later than the tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, except as specifically otherwise provided in the Plan or herein or by the Committee. (e) The Participant may defer payment of Payment Values until such date, before or after retirement or other termination of employment, as provided in, and subject to, the Company’s Employee Deferral Plan. (f) For Payment Values of Performance Shares that are to be paid in cash except in connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair market value” for the five trading day period beginning on the third trading day following the day the annual earnings press release is issued for the fiscal year for which such Performance Shares were earned and ending with the seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued at the average of the high and low sales prices thereof as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date. (g) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the Payment Value of the Performance Shares held by such Participants is expressly conditioned upon the following events having occurred prior to such payment if required by such Section: (i) the material terms of the Plan, including the performance measures, shall have been disclosed to and approved by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures and other material terms of the Performance Shares were satisfied in accordance with the terms of the Award Certificate, this Award Description and the Plan and the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based” compensation.

Vesting and Payment. (a) Except as otherwise provided in the Plan, a Participant’s 's interest in the Payment Value of Performance Shares awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule. (b) The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the Payment Schedule at such time applicable to such Performance Share’s 's Performance Cycle. Except as specifically otherwise provided in the Plan, herein or by the Committee, forty percent (40%) of the Each vested Performance Shares Share shall be payable to a Participant in cash only and the remaining sixty percent (60%) of the vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basisonly. (c) The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be forfeited. (d) The total amount of Payment Value due and earned by a Participant on the Measurement Date of an applicable Performance Cycle shall be paid promptly but no later than the tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, Valuation Date except as specifically otherwise provided in the Plan or herein or by the Committee. (e) The Participant may defer payment of Payment Values until such date, before or after retirement or other termination of employment, as provided in, and subject to, the Company’s 's Employee Deferral Plan. (f) For Payment Values of Performance Shares that are to be paid in cash except in connection with a payment arising as a result of a Change in Controlcash, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair market value” for the five trading day period beginning on the third trading day following the day the annual earnings press release is issued for the fiscal year for which such Performance Shares were earned and ending with the seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued at the average of the high and low sales prices thereof as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date. (g) With respect to Participants who are “"covered employees” " within the meaning of Section 162(m) of the Code, the payment of the Payment Value of the Performance Shares held by such Participants is expressly conditioned upon the following events having occurred prior to such payment if required by such Section: (i) the material terms of the Plan, including the performance measures, shall have been disclosed to and approved by Arch’s 's shareholders and (ii) the Committee shall have certified that the performance measures and other material terms of the Performance Shares were satisfied in accordance with the terms of the Award Certificate, this Award Description and the Plan and the payout is consistent therewith. The Performance Share Awards are hereby designated as “"performance-based” " compensation.

Vesting and Payment. (a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Shares awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule. (b) The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the Payment Schedule at such time applicable to such Performance Share’s Performance Cycle. Except as specifically otherwise provided in the Plan, herein or by the Committee, forty percent (40%) 50% of the vested Performance Shares shall be payable to a Participant in cash only and the remaining sixty percent (60%) 50% of the vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basis. (c) The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be forfeited. (d) The total amount of Payment Value due and earned by a Participant on the Measurement Date of an applicable Performance Cycle shall be paid no later than the earlier of (i) March 15 in the year after the fiscal year for which the Performance Shares were earned and (ii) the tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, except as specifically otherwise provided in the Plan or herein or by the Committee. (e) The Participant may defer payment of Payment Values until such date, before or after retirement or other termination of employment, as provided in, and subject to, the Company’s Employee Deferral Plan. (f) For Payment Values of Performance Shares that are to be paid in cash except in connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair market value” for the five trading day period beginning on the third trading day following the day the annual earnings press release is issued for the fiscal year for which such Performance Shares were earned and ending with the seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued at the average of the high and low sales prices thereof as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date. (g) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the Payment Value of the Performance Shares held by such Participants is expressly conditioned upon the following events having occurred prior to such payment if required by such Section: (i) the material terms of the Plan, including the performance measures, shall have been disclosed to and approved by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures and other material terms of the Performance Shares were satisfied in accordance with the terms of the Award Certificate, this Award Description and the Plan and the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based” compensation.

Vesting and Payment. (a) Except as otherwise provided in the PlanPlan or Sections 5 or 6 of this Award Agreement, a Participant’s interest in the Payment Value of Performance Shares Units awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance CyclePeriod, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule. (b) The Payment Value of each of the Performance Share Units at a given time shall be the portionamount, if any, of such Performance Share called for under the Payment Schedule at such time applicable relating to such Performance Share’s Units with respect to which payment is required under the Performance CycleFormula. Except as specifically otherwise determined by the Committee or as provided in the Plan, herein or by the Committee, forty percent (40%) a percentage of the vested Performance Shares Units shall be payable to a Participant in cash only and the remaining sixty percent (60%) percentage of the vested Performance Shares Units shall be payable to a Participant in Shares on a one-for-one basis. Such percentages shall be set forth in the applicable Award Certificate. Such percentages may range from 0% to 100%. (c) The portion of each Performance Share Unit not earned by the end of the Performance Cycle relating to such Performance Share Period shall be forfeited. (d) The total amount of the Payment Value due and earned by a Participant on the applicable Measurement Date shall be paid, to the extent vested, as soon as practicable after such Measurement Date but no later than March 15th of an applicable the calendar year following the year in which the Measurement Date occurs; provided that in the case of a Participant’s death during the Performance Cycle Period, the Payment Value shall be at the target level of the Performance Formula, with respect to all then outstanding Performance Units, shall be paid no as soon as practicable after the Participant’s date of death and in any event not later than the tenth business day after the filing March 15th of the Company’s Form 10-K for calendar year following the fiscal year for in which the Performance Shares were earned, except as specifically otherwise provided in the Plan or herein or by the Committeedeath occurs. (e) The Participant may defer payment of With respect to the Payment Values until such date, before or after retirement or other termination of employment, as provided in, and subject to, the Company’s Employee Deferral Plan. (f) For Payment Values Value of Performance Shares Units that are to be paid in cash cash, except in connection with a payment arising as a result of a Participant’s death or a Change in of Control, the per share price amount of the Arch Chemicals, Inc. Common Stock Performance Units earned under the Performance Formula will be valued using the average of the “daily fair market value” for the five trading trading-day period beginning on the third trading day following the day the annual earnings press release is issued for the fiscal year for which such Performance Shares Units were earned and ending with the seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low sales prices of a Share on each trading day in that five-day period period, as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a cash payment arising as a result of a Participant’s death or a Change in of Control, the per share price of the Arch Chemicals, Inc. Common Stock Performance Units to be paid out will be valued at the average of the high and low quoted sales prices thereof of a Share as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date. To the extent that the Payment Value of Performance Units to be paid out will be paid in a foreign currency, the conversion from U.S. dollars to the foreign currency will be based on the exchange rate in effect (i) in the case of a payment arising for any reason other than a Participant’s death or a Change of Control, at the close of business on the fifth day of the five trading day period over which the “daily fair market value” is determined and (ii) in the case of a payment arising as a result of a Participant’s death or a Change of Control, the exchange rate in effect at the close of business on the Valuation Date. (gf) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the Payment Value of the Performance Shares Units held by such Participants is expressly conditioned upon conditioned, to the following events having occurred prior to such payment if extent required by such Section: (iunder Section 162(m) the material terms of the PlanCode, including the performance measures, shall have been disclosed to and approved upon certification by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures goal(s) and other material terms of the Performance Shares Units were satisfied in accordance with the terms of the Award Certificate, this Award Description Agreement and the Plan Plan, and that the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based” compensation.

Vesting and Payment. (a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Shares awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule. (b) The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the Payment Schedule at such time applicable to such Performance Share’s Performance Cycle. Except as specifically otherwise provided in the Plan, herein or by the Committee, forty percent (40%) % of the vested Performance Shares shall be payable to a Participant in cash only and the remaining sixty percent (60%) % of the vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basis. (c) The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be forfeited. (d) The total amount of Payment Value due and earned by a Participant on the Measurement Date of an applicable Performance Cycle shall be paid no later than the earlier of (i) March 15 in the year after the fiscal year for which the Performance Shares were earned and (ii) the tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, except as specifically otherwise provided in the Plan or herein or by the Committee. (e) The Participant may defer payment of Payment Values until such date, before or after retirement or other termination of employment, as provided in, and subject to, the Company’s Employee Deferral Plan. (f) For Payment Values of Performance Shares that are to be paid in cash except in connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair market value” for the five trading day period beginning on the third trading day following the day the annual earnings press release is issued for the fiscal year for which such Performance Shares were earned and ending with the seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued at the average of the high and low sales prices thereof as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date. (g) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the Payment Value of the Performance Shares held by such Participants is expressly conditioned upon the following events having occurred prior to such payment if required by such Section: (i) the material terms of the Plan, including the performance measures, shall have been disclosed to and approved by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures and other material terms of the Performance Shares were satisfied in accordance with the terms of the Award Certificate, this Award Description and the Plan and the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based” compensation.

Vesting and Payment. (a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Shares awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule. (b) The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the Payment Schedule at such time applicable to such Performance Share’s Performance Cycle. Except as specifically otherwise provided in the Plan, herein or by the Committee, forty percent (40%) one-half of the vested Performance Shares shall be payable to a Participant in cash only and the remaining sixty percent (60%) other half of the vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basis. (c) The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be forfeited. (d) The total amount of Payment Value due and earned by a Participant on the Measurement Date of an applicable Performance Cycle shall be paid no later than the tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, except as specifically otherwise provided in the Plan or herein or by the Committee. (e) The Participant may defer payment of Payment Values until such date, before or after retirement or other termination of employment, as provided in, and subject to, the Company’s Employee Deferral Plan. (f) For Payment Values of Performance Shares that are to be paid in cash except in connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair market value” for the five trading day period beginning on the third trading day following the day the annual earnings press release is issued for the fiscal year for which such Performance Shares were earned and ending with the seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued at the average of the high and low sales prices thereof as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date. (g) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the Payment Value of the Performance Shares held by such Participants is expressly conditioned upon the following events having occurred prior to such payment if required by such Section: (i) the material terms of the Plan, including the performance measures, shall have been disclosed to and approved by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures and other material terms of the Performance Shares were satisfied in accordance with the terms of the Award Certificate, this Award Description and the Plan and the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based” compensation.

Vesting and Payment. (a) Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Shares awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule. (b) The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the Payment Schedule at such time applicable to such Performance Share’s Performance Cycle. Except as specifically otherwise provided in the Plan, herein or by the Committee, forty percent (40%) of the vested Performance Shares shall be payable to a Participant in cash only and the remaining sixty percent (60%) of the vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basis. (c) The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be forfeited. (d) The total amount of Payment Value due and earned by a Participant on the Measurement Date of an applicable Performance Cycle shall be paid promptly but no later than the tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, Valuation Date except as specifically otherwise provided in the Plan or herein or by the Committee. (e) The Participant may defer payment of Payment Values until such date, before or after retirement or other termination of employment, as provided in, and subject to, the Company’s Employee Deferral Plan. (f) For Payment Values of Performance Shares that are to be paid in cash except in connection with a payment arising as a result of a Change in Controlcash, the per share price of the Arch Chemicals, Inc. Common Stock will be valued using the average of the “daily fair market value” for the five trading day period beginning on the third trading day following the day the annual earnings press release is issued for the fiscal year for which such Performance Shares were earned and ending with the seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low sales prices on each trading day in that five-day period as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a payment arising as a result of a Change in Control, the per share price of the Arch Chemicals, Inc. Common Stock will be valued at the average of the high and low sales prices thereof as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date. (g) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the Payment Value of the Performance Shares held by such Participants is expressly conditioned upon the following events having occurred prior to such payment if required by such Section: (i) the material terms of the Plan, including the performance measures, shall have been disclosed to and approved by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures and other material terms of the Performance Shares were satisfied in accordance with the terms of the Award Certificate, this Award Description and the Plan and the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based” compensation.

Vesting and Payment. (a) Except as otherwise provided in the PlanPlan or Sections 5 or 6 of this Award Agreement, a Participant’s interest in the Payment Value of Performance Shares Units awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance CyclePeriod, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule. (b) The Payment Value of each of the Performance Share Units at a given time shall be the portion, if any, of such Performance Share called for Units with respect to which payment is required under the Payment Schedule at such time applicable to such Performance Share’s Performance CycleSchedule. Except as specifically otherwise determined by the Committee or as provided in the Plan, herein or by the Committee, forty percent (40%) a percentage of the vested Performance Shares Units shall be payable to a Participant in cash only and the remaining sixty percent (60%) percentage of the vested Performance Shares Units shall be payable to a Participant in Shares on a one-for-one basis.. Such percentages shall be set forth in the applicable Award Certificate. Such percentages may range from 0% to 100%.1 (c) The portion of each Performance Share Unit not earned by the end of the Performance Cycle relating to such Performance Share Period shall be forfeited. (d) The total amount of the Payment Value due and earned by a Participant on the applicable Measurement Date shall be paid, to the extent vested, as soon as practicable after such Measurement Date but no later than March 15th of an applicable the calendar year following the year in which the Measurement Date occurs; provided that in the case of a Participant’s death during the Performance Cycle Period, 100% of the Payment Value, with respect to all then outstanding Performance Units, shall be paid no as soon as practicable after the Participant’s date of death and in any event not later than the tenth business day after the filing March 15th of the Company’s Form 10-K for calendar year following the fiscal year for in which the Performance Shares were earned, except as specifically otherwise provided in the Plan or herein or by the Committeedeath occurs. (e) The Participant may defer payment of With respect to the Payment Values until such date, before or after retirement or other termination of employment, as provided in, and subject to, the Company’s Employee Deferral Plan. (f) For Payment Values Value of Performance Shares Units that are to be paid in cash cash, except in connection with a payment arising as a result of a Participant’s death or a Change in of Control, the per share price of the Arch Chemicals, Inc. Common Stock Performance Units will be valued using the average of the “daily fair market value” for the five trading trading-day period beginning on the third trading day following the day the annual earnings press release is issued for the fiscal year for which such Performance Shares Units were earned and ending with the seventh trading day following such issuance, where “daily fair market value” for this purpose means the average of the high and low sales prices of a Share on each trading day in that five-day period period, as reported on the consolidated transaction reporting system for New York Stock Exchange issues. In connection with a cash payment arising as a result of a Participant’s death or a Change in of Control, the per share price of the Arch Chemicals, Inc. Common Stock Performance Unit will be valued at the average of the high and low quoted sales prices thereof of a Share as reported on the consolidated transaction reporting system for New York Stock Exchange issues on the Valuation Date. To the extent that the Payment Value of Performance Units will be paid in a foreign currency, the conversion from U.S. dollars to the foreign currency will be based on the exchange rate in effect (i) in the case of a payment arising for any reason other than a Participant’s death or a Change of Control, at the close of business on the fifth day of the five trading day period over which the “daily fair market value” is determined and (ii) in the case of a payment arising as a result of a Participant’s death or a Change of Control, the exchange rate in effect at the close of business on the Valuation Date. 1 Percentages are usually 60% in shares and 40% in cash for named executive officers and 50% in shares and 50% in cash for other executive officers. (gf) With respect to Participants who are “covered employees” within the meaning of Section 162(m) of the Code, the payment of the Payment Value of the Performance Shares Units held by such Participants is expressly conditioned upon conditioned, to the following events having occurred prior to such payment if extent required by such Section: (iunder Section 162(m) the material terms of the PlanCode, including the performance measures, shall have been disclosed to and approved upon certification by Arch’s shareholders and (ii) the Committee shall have certified that the performance measures goal(s) and other material terms of the Performance Shares Units were satisfied in accordance with the terms of the Award Certificate, this Award Description Agreement and the Plan Plan, and that the payout is consistent therewith. The Performance Share Awards are hereby designated as “performance-based” compensation.