EMPLOYEE MATTERS AGREEMENT by and among DOWDUPONT INC., DOW HOLDINGS INC., and CORTEVA, INC. Dated as of [●]Employee Matters Agreement • February 12th, 2019 • Dow Holdings Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of [●], by and among DowDuPont Inc., a Delaware corporation (“DowDuPont” or “SpecCo”), Dow Holdings Inc., a Delaware corporation (“Dow” or “MatCo”), and Corteva, Inc., a Delaware corporation (“AgCo”). Each of SpecCo, MatCo, and AgCo is sometimes referred to herein as a “Party” and collectively as the “Parties.”
PERFORMANCE STOCK UNIT AWARD AGREEMENT DOW HOLDINGS INC. 2019 STOCK INCENTIVE PLANPerformance Stock Unit Award Agreement • February 12th, 2019 • Dow Holdings Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted performance stock units with respect to a specified number of shares of Dow Holdings Inc. common stock, par value $[•] per share (the “Shares”), as set forth in the Notice (the “Award”). The target number of Units subject to the Award (the “Target Units”), and the vesting schedule applicable to the Target Units, are set forth in the Notice. However, the actual number of Units earned pursuant to the Award will be determined based on the achievement of specified performance goal(s) (the “Performance Goals”) during a specified performance period (the “Performance Period”), up to a maximum percentage of the Target Units, all as set forth in the Notice. The Units are subject to the provisions of the Dow Holdings Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and this Performance Stock Unit Award Agreement (together with the Notice, the “Agreement”). Capitalized terms
STOCK APPRECIATION RIGHT AWARD AGREEMENT DOW HOLDINGS INC. 2019 STOCK INCENTIVE PLANStock Appreciation Right Award Agreement • February 12th, 2019 • Dow Holdings Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted a stock appreciation right (this “SAR” or this “Award”) with respect to a specified number of shares of Dow Holdings Inc. common stock, par value $[●] per share (the “Shares”), as set forth in the Notice. This SAR is subject to the provisions of the Dow Holdings Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and the Stock Appreciation Right Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
STOCK OPTION AWARD AGREEMENT DOW HOLDINGS INC. 2019 STOCK INCENTIVE PLANStock Option Award Agreement • February 12th, 2019 • Dow Holdings Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted a stock option (this “Option” or this “Award”) to purchase a specified number of shares of Dow Holdings Inc. common stock, par value $[•] per share (the “Shares”), as set forth in the Notice. This Option is subject to the provisions of the Dow Holdings Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and the Stock Option Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
RESTRICTED STOCK UNIT AWARD AGREEMENT DOW HOLDINGS INC. 2019 STOCK INCENTIVE PLANRestricted Stock Unit Award Agreement • February 12th, 2019 • Dow Holdings Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
The individual (“Grantee”) named in the accompanying award letter for [YEAR] grants (the “Notice”) has been granted restricted stock units with respect to a specified number of shares of Dow Holdings Inc. common stock, par value $[•] per share (the “Shares”), as set forth in the Notice (the “Units” or this “Award”). The Units are subject to the provisions of the Dow Holdings Inc. 2019 Stock Incentive Plan (the “Plan”), the Notice, and this Restricted Stock Unit Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.
MATCO/SPECCO IP CROSS LICENSE AGREEMENT by and between DOW HOLDINGS INC. and DOWDUPONT INC. Dated as of [•]Cross-License Agreement • February 12th, 2019 • Dow Holdings Inc. • Plastic materials, synth resins & nonvulcan elastomers • Delaware
This MATCO/SPECCO IP CROSS-LICENSE AGREEMENT (this “Agreement”), dated as of [•] (the “Effective Date”), is entered into by and between DowDuPont Inc. (“SpecCo”), a Delaware corporation, [the SpecCo Licensors and the SpecCo Licensees,] and Dow Holdings Inc., a Delaware corporation (“MatCo”), [the MatCo Licensors and the MatCo Licensees] (each of SpecCo and MatCo, a “Party” and together, the “Parties”).
