PERFORMANCE SHARES DEFERRED STOCK AGREEMENT PURSUANT TO THE DOW CHEMICAL COMPANY 1988 AWARD AND OPTION PLANPerformance Shares Deferred Stock Agreement • February 20th, 2009 • Dow Chemical Co /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware
employment is terminated under a Special Separation Situation, then your Award will receive Special Stock Treatment. Special Stock Treatment means that (i) the target number of shares in your grant shall be reduced to a new target number of shares that is proportionate to the period of time you were employed by the Dow Company during the stated performance period and (ii) the number of shares actually earned and delivered, if any, under the grant shall be determined by applying the performance measures applicable to the grant to the proportionally reduced target number of shares determined in accordance with subclause (i) above. This proportionally reduced amount of the target shares shall be calculated by dividing (x) the period of time between the beginning of the performance period and the date of termination of employment by (y) the performance period.
