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The Dow Chemical Company
and Subsidiaries
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EXHIBIT
10(b)(iii)
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1979 Award
and Option Plan Amended
RESOLVED, that
Section 12 of The Dow Chemical Company 1979 Award and Option Plan
(the “Plan”) be amended by adding thereto the following
subsection:
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Notwithstanding
any other provision of the Plan to the contrary:
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Deferred
Stock : Upon
the occurrence of a Change in Control, an Awardee’s right to
receive the number of shares of Deferred Stock credited to the
account of the Awardee shall not be forfeitable under any
circumstances, including but not limited to those circumstances set
forth in subsection 6(e) of the Plan. The Company shall
deliver to the Awardee the shares of Deferred Stock credited to the
account of the Awardee on the thirtieth day following the
occurrence of a Change in Control unless the Awardee elects prior
to the date of delivery of such Deferred Stock to receive a lump
sum cash amount in lieu of such Deferred Stock, equal to the number
of shares of Deferred Stock credited to the account of the Awardee
multiplied by the greater of: (A) the highest price per share paid
for the purchase of Common Stock in connection with the Change in
Control and (B) the highest closing price per share paid for the
purchase of Common Stock on the principal exchange on which the
Common Stock is listed, or, if the Common Stock is not listed, on
the NASD automatic quotation system, during the 30-day period
immediately preceding the Change in Control. The
Compensation Committee shall have no discretion or authority to
alter or delay the amount or form of payment of the Awardee’s
shares of Deferred Stock, except to accelerate such
payment.
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Dividend
Units : Within
30 days after the occurrence of a Change in Control,
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