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
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.
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.
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3.
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Performance
Share Awards
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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.
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(a)
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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.
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(b)
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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.
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(c)
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The
portion of each Performance Share not earned by the end of the
Performance Cycle relating to such Performance Share shall be
forfeited.
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2
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(d)
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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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