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AWARD DESCRIPTION AND AGREEMENT FOR PERFORMANCE SHARE AWARDS GRANTED UNDER THE ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN GRANTED JANUARY 28, 2009

Performance Unit Award Agreement

AWARD DESCRIPTION AND AGREEMENT FOR PERFORMANCE SHARE AWARDS GRANTED UNDER THE ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN GRANTED JANUARY 28, 2009 | Document Parties: ARCH CHEMICALS INC You are currently viewing:
This Performance Unit Award Agreement involves

ARCH CHEMICALS INC

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Title: AWARD DESCRIPTION AND AGREEMENT FOR PERFORMANCE SHARE AWARDS GRANTED UNDER THE ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN GRANTED JANUARY 28, 2009
Date: 2/20/2009
Industry: Chemical Manufacturing     Sector: Basic Materials

AWARD DESCRIPTION AND AGREEMENT FOR PERFORMANCE SHARE AWARDS GRANTED UNDER THE ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN GRANTED JANUARY 28, 2009, Parties: arch chemicals inc
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Exhibit 10.9(e)

For Non -Senior Executive Officers

and other participants

AWARD DESCRIPTION AND AGREEMENT FOR

PERFORMANCE SHARE AWARDS

GRANTED UNDER THE

ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN

GRANTED JANUARY 28, 2009

 

1.

Terms

The terms and conditions of the Performance Shares (as defined below) are contained in the Award Certificate evidencing the grant of such shares, this Award Agreement (as defined below) and in the Arch Chemicals, Inc. 1999 Long Term Incentive Plan (the “Plan”) and such resolutions, rules and policies previously or hereinafter adopted by the Compensation Committee of the Board of Directors of Arch Chemicals, Inc. from time to time.

 

2.

Definitions

As used herein:

“Award Agreement” means this Award Description and Agreement.

“Measurement Date” means with respect to a Performance Cycle, the last day of the second calendar year of the Performance Cycle and the last day of the third calendar year of such Performance Cycle.

“Participant” means a Salaried Employee granted an award of Performance Shares under the Plan.

“Payment Schedule” means with respect to a Performance Share, such Performance Share’s schedule as set forth in Exhibit I hereto with respect to the Performance Cycle to govern determination of the Payment Value of such Performance Share.

“Payment Value” means with respect to a Performance Share at any given time, the portion, if any, of such Performance Share which a Participant has earned at such time under the applicable Payment Schedule during the Performance Cycle relating to that Performance Share.

“Performance Cycle” means with respect to Performance Shares, a period of three fiscal years (beginning with the fiscal year in which such Performance Shares are granted) over which such Performance Shares are to be earned in accordance with the Payment Schedule; provided a Performance Cycle shall end upon full payment of the Performance Shares relating thereto.


“Performance Goal” means with respect to a particular Performance Share the particular goal established by the Committee with respect to a particular performance measure for such Performance Share as set forth in resolutions of the Committee as adopted from time to time.

“Performance Share” means a unit denominated as one phantom share of Arch Chemicals, Inc. Common Stock, granted as a Performance Award pursuant to Section 6(c) of the Plan.

“Valuation Date” means the first business day immediately prior to the Change in Control (or if the Arch Chemicals, Inc. Common Stock is not traded on such day, the first preceding day on which such stock is traded).

Other capitalized terms utilized but not defined herein have the meanings specified in the Plan.

 

3.

Performance Share Awards

Performance Shares which are awarded to a Participant shall have a Payment Value during a Performance Cycle determined on the basis of the performance of Arch over such Performance Cycle in accordance with the applicable Payment Schedule. The Payment Schedules, Performance Cycles and performance measures applicable to Performance Shares are set forth in Exhibit I hereto. Except as may be otherwise set forth in the Plan or herein, no Performance Share may be earned prior to the Measurement Date of the applicable Performance Cycle and then only to the extent set forth in the applicable Payment Schedule.

 

4.

Vesting and Payment

 

(a)

Except as otherwise provided in the Plan, a Participant’s interest in the Payment Value of Performance Shares awarded to him or her shall vest, if at all, only on the Measurement Date of an applicable Performance Cycle, as the case may be, for such Performance Shares and only to the extent earned and payable at such time in accordance with the Payment Schedule.

 

(b)

The Payment Value of each Performance Share at a given time shall be the portion, if any, of such Performance Share called for under the Payment Schedule at such time applicable to such Performance Share’s Performance Cycle. Except as specifically otherwise provided in the Plan, herein or by the Committee, 50% of the vested Performance Shares shall be payable to a Participant in cash only and 50% of the vested Performance Shares shall be payable to a Participant in Shares on a one-for-one basis.

 

(c)

The portion of each Performance Share not earned by the end of the Performance Cycle relating to such Performance Share shall be forfeited.

 

2


(d)

The total amount of Payment Value due and earned by a Participant on the Measurement Date of an applicable Performance Cycle shall be paid the earlier of (i) March 15 in the year after the fiscal year for which the Performance Shares were earned and (ii) the tenth business day after the filing of the Company’s Form 10-K for the fiscal year for which the Performance Shares were earned, except as specifically otherwis


 
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