AWARD
NOTICE
NOTICE OF NONQUALIFIED STOCK
OPTION
GRANTED PURSUANT TO
THE
EASTMAN CHEMICAL
COMPANY
2007 OMNIBUS LONG-TERM
COMPENSATION PLAN
Grantee:
Number of
Shares:
Option
Price: $____
Date of
Grant: October 28, 2008
1.
Grant of Option . This Award Notice serves to
notify you that the Compensation and Management Development
Committee (the “Committee”) of the Board of Directors
of Eastman Chemical Company ("Company") has granted to you, under
the Company’s 2007 Omnibus Long-Term Compensation Plan (the
"Plan"), a nonqualified stock option ("Option") to purchase, on the
terms and conditions set forth in this Award Notice and the Plan,
up to the number of shares of its $.01 par value Common Stock
("Common Stock") set forth above, at a price equal to $____ per
share. The Plan is incorporated herein by reference and made a part
of this Award Notice. Capitalized terms not defined
herein have the respective meanings set forth in the
Plan. The principal terms of the Plan, and of the offer
by the Company of the shares of Common Stock covered by the Option,
are described in the Prospectus for the Plan, which Prospectus will
be delivered to you by the Company.
2.
Period of Option and Limitations on Right to Exercise
. Subject to earlier cancellation of all or a portion of
the Option as described in Sections 6 and 7 of this Award Notice,
the Option will expire at 4:00 p.m., Eastern Standard Time, on
October 27, 2018 ("Expiration Date").
3.
Exercise of Option .
(a) Subject
to the terms set forth in this Award Notice, the Option will become
exercisable as to one-third of the shares covered hereby on October
28, 2009, and one-third of the shares covered hereby on October 28,
2010, and as to the remaining shares on October 28,
2011.
(b) Upon
your death, your personal representative may exercise the Option,
subject to the terms set forth in Section 6 of this Award
Notice.
(c) The
Option may be exercised in whole or in part. The
exercise generally must be accompanied by, or make provision for,
full payment in cash, by check, by a broker-assisted cashless
method, or by surrendering unrestricted shares of Common Stock
having a value on the date of exercise equal to the exercise price,
or in any combination of the foregoing; however, if you wish to pay
with shares of Common Stock already held by you, you may submit an
Affidavit of Ownership form attesting to the ownership of the
shares instead of share certificates.
4.
Nontransferability . The Option is not
transferable except by will or by the laws of descent and
distribution, and may not be sold, assigned, pledged or encumbered
in any way, whether by operation of law or
otherwise. The Option may be granted only to and
exercised only by you during your lifetime, except in the case of a
permanent disability involving mental incapacity.
5.
Limitation of Rights . You will not have any
rights as a stockholder
