NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE CHEMTURA CORPORATION 2010 LONG-TERM INCENTIVE PLAN
PURSUANT
TO THE
CHEMTURA CORPORATION 2010 LONG-TERM
INCENTIVE PLAN
* * * * *
Participant:
Grant
Date:
Per Share
Exercise Price: $_____
Number of
Shares subject to this Option:
* * * * *
THIS NON-QUALIFIED STOCK OPTION 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 Non-Qualified Stock Option provided for 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. No part of the Option
granted hereby is intended to qualify as an “incentive stock option” under
Section 422 of the Code.
2. Grant of
Option. The Company hereby grants to the Participant, as of
the Grant Date specified above, a Non-Qualified Stock Option (this “Option”) to acquire
from the Company at the Per Share Exercise
Price specified above, the aggregate number of shares of Stock specified above
(the “Option
Shares”). 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. The Participant shall have no rights as a stockholder with
respect to any shares of Stock covered by the Option unless and until the
Participant has become the holder of record of such shares, and no adjustments
shall be made for dividends in cash or other property, distributions or other
rights in respect of any such shares, except as otherwise specifically provided
for in the Plan or this Agreement.
3. Vesting
and Exercise.
(a) Vesting. Subject
to the provisions of Sections 3(b) through 3(c) hereof, the Option shall vest
and become exercisable 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 Option Shares
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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. Upon expiration of the
Option, the Option shall be cancelled and no longer exercisable.
(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 the unvested portion of the Option shall
immediately vest and become exercisable 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
Option at any time and for any reason.
(d)
Expiration. Unless
earlier terminated in accordance with the terms and provisions of the Plan
and/or this Agreement, all portions of the Option (whether vested or not vested)
shall expire and shall no longer be exercisable after the expiration of ten (10)
years from the Grant Date.
2 For
the 2010 EIP Awards, insert March 31, 2013.
2
4. Termination.
Subject to the terms of the Plan and this Agreement, the Option, to the extent
vested at the time of the Participant’s termination of employment, shall remain
exercisable as follows:
(a) Termination due to Death or
Disability. In the event the Participant’s employment with the
Company and its Subsidiaries is terminated by reason of death or Disability, the
vested portion of the Option shall remain exercisable until the earlier of (i)
one hundred eighty (180) days from the date of such termination, and (ii) the
expiration of the stated term of the Option pursuant to Section 3(d) hereof;
provided, however, that in the
case of a termination of employment due to Disability, if the Participant dies
within such one hundred eighty (180) day exercise period, any unexercised Option
held by the Participant shall thereafter be exercisable by the legal
representative of the Participant’s estate, to the extent to which it was
exercisable at the time of death, for a period of one hundred eighty (180) days
from the date of death, but in no event beyond the expiration of the stated term
of the Option pursuant to Section 3(d) hereof.
(b) Involuntary Termination
Without Cause or Voluntary Termination. In the event the
Participant’s employment with the Company and its Subsidiaries is terminated by
the Company without Cause or by the Participant’s voluntary termination of
employment (other than a voluntary termination of employment described in
Section 4(c) hereof), the vested portion of the Option shall remain exercisable
until the earlier of (i) one hundred eighty (180) days from the date of such
termination of employment, and (ii) the expiration of the stated term of the
Option pursuant to Section 3(d) hereof.
(c) Termination for
Cause. In the event the Participant’s employment with the
Company and its Subsidiaries is terminated by the Company for Cause, the
Participant’s entire Option (whether or not vested) shall terminate and expire
upon the date of such termination of employment.
(d) Treatment of Unvested
Options upon Termination. Any portion of the Option that is
not vested as of the date of the Participant’s termination of employment for any
reason shall terminate and expire as of the date of such termination of
employment.
5. Method of
Exercise and Payment. Subject to Section 8 hereof, to the
extent that the Option has become vested and exercisable with respect to a
number of shares of Stock as provided herein, the Option may thereafter be
exercised by the Participant, in whole or in part, at any time or from time to
time prior to the expiration of the Option as provided herein and in accordance
with Sections 6.6 and 6.7 of the Plan, including, without limitation, by the
filing of any written form of exercise notice as may be required by the
Committee and payment in full of the Per Share Exercise Price specified above
multiplied by the number of shares of Stock underlying the portion of the Option
exercised.
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6. Non-Transferability. The Option, and
any rights and interests with respect thereto, issued under this Agreement and
the Plan shall not be sold, exchanged, transferred, assigned or otherwise
disposed of in any way by the Participant (or any beneficiary of the
Participant), other than by testamentary disposition by the Participant or the
laws of descent and distribution. Notwithstanding the foregoing, the
Committee may, in its sole discretion, permit the Option to be transferred to a
permitted transferee as described in Section 15.2 of the Plan for no value,
provided that such transfer shall only be valid upon execution of a written
instrument in form and substance acceptable to the Committee in its sole
discretion evidencing such transfer and the transferee’s acceptance thereof
signed by the Participant and the transferee, and provided, further, that the
Option may not be subsequently transferred other than by will or by the laws of
descent and distribution or to another permitted transferee as described in
Section 15.2 of Plan (as permitted by the Committee in its sole discretion) in
accordance with the terms of the Plan and this Agreement, and shall remain
subject to the terms of the Plan and this Agreement. Any attempt to sell,
exchange, transfer, assign, pledge, encumber or otherwise dispose of or
hypothecate in any way the Option, or the levy of any execution, attachment or
similar legal process upon the Option, contrary to the terms and provisions of
this Agreement and/or the Plan shall be null and void and without legal force or
effect.
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.
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 Option
and, if the Participant fails to do so, the Company may otherwise refuse to
issue or transfer any shares of Stock 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 upon exercise of the
Option. 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. 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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10. 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.
11. No Right
to Employment. Any questions as to whether and when there has
been a termination of employment and the cause of such termination of employment
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.
12. 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 Option
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.
13. Compliance
with Laws. The issuance of the Option (and the Option Shares
upon exercise of the Option) pursuant to this Agreement 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 Option or any of the Option Shares
pursuant to this Agreement if any such issuance would violate any such
requirements.
14. Section
409A. Notwithstanding anything herein or in the Plan to the
contrary, the Option is intended to be exempt from the applicable requirements
of Section 409A of the Code and shall be limited, construed and interpreted in
accordance with such intent.
15. 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.
16. 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.
17. 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.
18. 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.
5
19. 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.
20. Acquired
Rights. The Participant acknowledges and agrees
that: (a) the Company may terminate or amend the Plan at any time;
(b) the Award of the Option 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 Option 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.
[Remainder
of Page Intentionally Left Blank]
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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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