RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE CHEMTURA CORPORATION 2010 LONG- TERM INCENTIVE PLAN
PURSUANT
TO THE
CHEMTURA
CORPORATION 2010 LONG-TERM INCENTIVE PLAN
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Participant:
Grant
Date:
Number
of Restricted Stock Units Granted:
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THIS RESTRICTED STOCK UNIT AWARD
AGREEMENT (this “Agreement”), dated as
of the Grant Date specified above, is entered into by and between Chemtura
Corporation, a corporation organized in the State of Delaware (the “Company”), and the
Participant specified above, pursuant to the Chemtura Corporation 2010 Long-Term
Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is
administered by the Committee; and
WHEREAS,
it has been determined under the Plan that it would be in the best interests of
the Company to grant the Restricted Stock Units (“RSUs”) provided
herein to the Participant.
NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter set
forth and for other good and valuable consideration, the parties hereto hereby
mutually covenant and agree as follows:
1. Incorporation
By Reference; Plan Document Receipt. This Agreement is subject
in all respects to the terms and provisions of the Plan (including, without
limitation, any amendments thereto adopted at any time and from time to time
unless such amendments are expressly intended not to apply to the Award provided
hereunder), all of which terms and provisions are made a part of and
incorporated in this Agreement as if they were each expressly set forth
herein. Any capitalized term not defined in this Agreement shall have
the same meaning as is ascribed thereto in the Plan. The Participant
hereby acknowledges receipt of a true copy of the Plan and that the Participant
has read the Plan carefully and fully understands its content. In the
event of any conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control.
2. Grant of
Restricted Stock Unit Award. The Company hereby grants to the
Participant, as of the Grant Date specified above, the number of RSUs specified
above. Each RSU corresponds to one share of Stock. Except as
otherwise provided by the Plan, the Participant agrees and understands that
nothing contained in this Agreement provides, or is intended to provide, the
Participant with any protection against potential future dilution of the
Participant’s interest in the Company for any reason, and no adjustments shall
be made for dividends in cash or other property, distributions or other rights
in respect of the shares of Stock underlying the RSUs, except as otherwise
specifically provided for in the Plan or this Agreement.
3. Vesting.
(a) Subject
to the provisions of Sections 3(b) through 3(e) hereof, the RSUs subject to this
Award shall become vested as follows, provided that the Participant has not
incurred a termination of employment with the Company and its Subsidiaries prior
to each such vesting date:
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Vesting Date
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Number of RSUs
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Grant
Date
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33
1/3%
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[March 31, 2011]1
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33
1/3%
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[March 31, 2012]2
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33
1/3%
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There
shall be no proportionate or partial vesting in the periods prior to each
vesting date and all vesting shall occur only on the appropriate vesting date,
subject to the Participant’s continued service with the Company or any of its
Subsidiaries on each applicable vesting date.
(b) Termination of Employment
without Cause or for Good Reason in Connection with a Change in
Control. In the event the Participant’s employment with the
Company and its Subsidiaries is terminated by the Company without Cause or by
the Participant for Good Reason, in each case, within the two (2) year period
following a Change in Control then any unvested RSUs shall immediately vest upon
the date of such termination.
(c)
Committee Discretion to
Accelerate Vesting. Notwithstanding the foregoing, the
Committee may, in its sole discretion, provide for accelerated vesting of the
RSUs at any time and for any reason.
(d) Forfeiture. Subject
to Section 3(b) and the Committee’s discretion to accelerate vesting hereunder,
all unvested RSUs shall be immediately forfeited upon the Participant’s
termination of employment for any reason.
4. Delivery
of Shares.
(a) General. Subject
to the provisions of Sections 4(b) and 4(c) hereof, within thirty (30) days
following the vesting of the RSUs, the Participant shall receive the number of
shares of Stock that correspond to the number of RSUs that have become vested on
the applicable vesting date.
(b) Blackout
Periods. If the Participant is subject to any Company
“blackout” policy or other trading restriction imposed by the Company on the
date such distribution would otherwise be made pursuant to Section 4(a) hereof,
such distribution shall be instead made on the earlier of (i) the date that the
Participant is not subject to any such policy or restriction and (ii) the later
of (A) the end of the calendar year in which such distribution would otherwise
have been made and (B) a date that is immediately prior to the expiration of two
and one-half months following the date such distribution would otherwise have
been made hereunder.
2 For
the 2010 EIP Awards, insert March 31, 2013.
2
(c) Deferrals. If
permitted by the Company, the Participant may elect, subject to the terms and
conditions of the Plan and any other applicable written plan or procedure
adopted by the Company from time to time for purposes of such election, to defer
the distribution of all or any portion of the shares of Stock that would
otherwise be distributed to the Participant hereunder (the “Deferred Shares”),
consistent with the requirements of Section 409A of the Code. Upon
the vesting of RSUs that have been so deferred, the applicable number of
Deferred Shares shall be credited to a bookkeeping account established on the
Participant’s behalf (the “Account”). Subject
to Section 5 hereof, the number of shares of Stock equal to the number of
Deferred Shares credited to the Participant’s Account shall be distributed to
the Participant in accordance with the terms and conditions of the Plan and the
other applicable written plans or procedures of the Company, consistent with the
requirements of Section 409A of the Code.
5. Dividends;
Rights as Stockholder. Cash dividends on shares of Stock
issuable hereunder shall be credited to a dividend book entry account on behalf
of the Participant with respect to each RSU granted to the Participant, provided that such
cash dividends shall not be deemed to be reinvested in shares of Stock and shall
be held uninvested and without interest and paid in cash at the same time that
the shares of Stock underlying the RSUs are delivered to the Participant in
accordance with the provisions hereof. Stock dividends on shares of
Stock shall be credited to a dividend book entry account on behalf of the
Participant with respect to each RSU granted to the Participant, provided that such
stock dividends shall be paid in shares of Stock at the same time that the
shares of Stock underlying the RSUs are delivered to the Participant in
accordance with the provisions hereof. Except as otherwise provided
herein, the Participant shall have no rights as a stockholder with respect to
any shares of Stock covered by any RSU unless and until the Participant has
become the holder of record of such shares.
6. Non-Transferability. No
portion of the RSUs may be sold, assigned, transferred, encumbered, hypothecated
or pledged by the Participant, other than to the Company as a result of
forfeiture of the RSUs as provided herein, unless and until payment is made in
respect of vested RSUs in accordance with the provisions hereof and the
Participant has become the holder of record of the vested shares of Stock
issuable hereunder.
7. Governing
Law. All questions concerning the construction, validity and
interpretation of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to the choice
of law principles thereof.
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8. Withholding
of Tax. The Company shall have the power and the right to
deduct or withhold, or require the Participant to remit to the Company, an
amount sufficient to satisfy any federal, state, local and foreign taxes of any
kind (including, but not limited to, the Participant’s FICA and SDI obligations)
which the Company, in its sole discretion, deems necessary to be withheld or
remitted to comply with the Code and/or any other applicable law, rule or
regulation with respect to the RSUs and, if the Participant fails to do so, the
Company may otherwise refuse to issue or transfer any shares of Stock or other
consideration otherwise required to be issued pursuant to this
Agreement. Any statutorily required withholding obligation with
regard to the Participant may be satisfied by reducing the amount of cash or
shares of Stock otherwise deliverable to the Participant
hereunder. Notwithstanding anything to the contrary in this
Section 8, in the event the Stock is not listed for trading on an
established securities exchange on the date this Award is required to be settled
then the Company shall, at the request of the Participant, deduct or withhold
shares of Stock having a fair market value equal to the minimum amount required
to be withheld to satisfy any federal, state, local and foreign taxes of any
kind (including, but not limited to, the Participant’s FICA and SDI obligations)
which the Company, in its sole discretion, deems necessary to comply with the
Code and/or any other applicable law, rule or regulation with respect to this
Award.
9. Legend. The
Company may at any time place legends referencing any applicable federal, state
or foreign securities law restrictions on all certificates representing shares
of Stock issued pursuant to this Agreement. The Participant shall, at
the request of the Company, promptly present to the Company any and all
certificates representing shares of Stock acquired pursuant to this Agreement in
the possession of the Participant in order to carry out the provisions of this
Section 9.
10. Securities
Representations. This Agreement is being entered into by the
Company in reliance upon the following express representations and warranties of
the Participant. The Participant hereby acknowledges, represents and
warrants that:
(a) The
Participant has been advised that the Participant may be an “affiliate” within
the meaning of Rule 144 under the Securities Act and in this connection the
Company is relying in part on the Participant’s representations set forth in
this Section 10.
(b) If
the Participant is deemed an affiliate within the meaning of Rule 144 of the
Securities Act, the shares of Stock issuable hereunder must be held indefinitely
unless an exemption from any applicable resale restrictions is available or the
Company files an additional registration statement (or a “re-offer prospectus”)
with regard to such shares of Stock and the Company is under no obligation to
register such shares of Stock (or to file a “re-offer prospectus”).
(c) If
the Participant is deemed an affiliate within the meaning of Rule 144 of the
Securities Act, the Participant understands that (i) the exemption from
registration under Rule 144 will not be available unless (A) a public trading
market then exists for the Stock of the Company, (B) adequate information
concerning the Company is then available to the public, and (C) other terms and
conditions of Rule 144 or any exemption therefrom are complied with, and (ii)
any sale of the shares of Stock issuable hereunder may be made only in limited
amounts in accordance with the terms and conditions of Rule 144 or any exemption
therefrom.
11. Entire
Agreement; Amendment. This Agreement, together with the Plan,
contains the entire agreement between the parties hereto with respect to the
subject matter contained herein, and supersedes all prior agreements or prior
understandings, whether written or oral, between the parties relating to such
subject matter. The Committee shall have the right, in its sole
discretion, to modify or amend this Agreement from time to time in accordance
with and as provided in the Plan. This Agreement may also be modified
or amended by a writing signed by both the Company and the
Participant. The Company shall give written notice to the Participant
of any such modification or amendment of this Agreement as soon as practicable
after the adoption thereof.
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12. Notices. Any
notice hereunder by the Participant shall be given to the Company in writing and
such notice shall be deemed duly given only upon receipt thereof by the General
Counsel of the Company. Any notice hereunder by the Company shall be
given to the Participant in writing and such notice shall be deemed duly given
only upon receipt thereof at such address as the Participant may have on file
with the Company.
13. No Right
to Employment. Any questions as to whether and when there has
been a termination of employment and the cause of such termination shall be
determined in the sole discretion of the Committee. Nothing in this
Agreement shall interfere with or limit in any way the right of the Company, its
Subsidiaries or its Affiliates to terminate the Participant’s employment or
service at any time, for any reason and with or without Cause.
14. Transfer
of Personal Data. The Participant authorizes, agrees and
unambiguously consents to the transmission by the Company (or any Subsidiary) of
any personal data information related to the RSUs awarded under this Agreement
for legitimate business purposes (including, without limitation, the
administration of the Plan). This authorization and consent is freely
given by the Participant.
15. Compliance
with Laws. The grant of RSUs and the issuance of shares of
Stock hereunder shall be subject to, and shall comply with, any applicable
requirements of any foreign and U.S. federal and state securities laws, rules
and regulations (including, without limitation, the provisions of the Securities
Act, the Exchange Act and in each case any respective rules and regulations
promulgated thereunder) and any other law, rule, regulation or exchange
requirement applicable thereto. The Company shall not be obligated to
issue the RSUs or any shares of Stock pursuant to this Agreement if any such
issuance would violate any such requirements. As a condition to the
settlement of the RSUs, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate to evidence compliance with
any applicable law or regulation.
16. Binding
Agreement; Assignment. This Agreement shall inure to the
benefit of, be binding upon, and be enforceable by the Company and its
successors and assigns. The Participant shall not assign (except in
accordance with Section 6 hereof) any part of this Agreement without the prior
express written consent of the Company.
17. Headings. The
titles and headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be a part of this
Agreement.
18. Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same
instrument.
5
19. Further
Assurances. Each party hereto shall do and perform (or shall
cause to be done and performed) all such further acts and shall execute and
deliver all such other agreements, certificates, instruments and documents as
either party hereto reasonably may request in order to carry out the intent and
accomplish the purposes of this Agreement and the Plan and the consummation of
the transactions contemplated thereunder.
20. Severability. The
invalidity or unenforceability of any provisions of this Agreement in any
jurisdiction shall not affect the validity, legality or enforceability of the
remainder of this Agreement in such jurisdiction or the validity, legality or
enforceability of any provision of this Agreement in any other jurisdiction, it
being intended that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law.
21. Acquired
Rights. The Participant acknowledges and agrees that: (a) the
Company may terminate or amend the Plan at any time; (b) the Award of RSUs made
under this Agreement is completely independent of any other award or grant and
is made at the sole discretion of the Company; (c) no past grants or awards
(including, without limitation, the RSUs awarded hereunder) give the Participant
any right to any grants or awards in the future whatsoever; and (d) any benefits
granted under this Agreement are not part of the Participant’s ordinary salary,
and shall not be considered as part of such salary in the event of severance,
redundancy or resignation.
* * * * *
6
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written
above.
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CHEMTURA
CORPORATION
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By:
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Name:
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Title:
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PARTICIPANT
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Name:
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Social
Security Number:
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