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Exhibit 10.18
FORM OF
AWARD DESCRIPTION AND AGREEMENT FOR
PERFORMANCE SHARE AWARDS
GRANTED UNDER THE
ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN
GRANTED ________________
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.
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2
"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 (i) for purposes of paragraphs 4(d) and 4(f) below,
the fourth
business day following the public release of the Company's
annual
earnings relating to the year in which the Measurement Date
that
has
triggered the payout of the Performance Shares has occurred and
(ii)
in
connection with a payment arising as a result of a Change in
Control,
on the
first business day immediately prior to the Change in Control
(or
if in the
case of clause (i) or (ii) hereof 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 w
