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Exhibit 10.19
FORM OF
AWARD DESCRIPTION AND AGREEMENT FOR
PERFORMANCE RETENTION SHARE AWARDS
GRANTED UNDER THE
ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN
GRANTED ____________
1. Terms
The terms and conditions of the Performance
Retention 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.
"Performance Retention 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, that may be replaced by or
converted
into a
Restricted Stock Unit (as defined below).
"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
Retention
Shares under the Plan.
"Payment
Schedule" means with respect to a Performance Retention Share,
such
Performance Retention 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 Retention Share.
"Payment
Value" means with respect to a Performance Retention Share at
any
given
time, the portion, if any, of such Performance Retention Share
which
a
Participant has earned at such time under the applicable
Payment
Schedule
during the Performance Cycle relating to that Performance
Retention
Share.
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2
"Performance Cycle" means with respect to Performance Retention
Shares, a
period of
three fiscal years (beginning with the fiscal year in which
such
Performance Retention Shares are granted) over which such
Performance
Retention
Shares are to be earned in accordance with the Payment
Schedule;
provided a
Performance Cycle shall end upon full payment of the
Performance Retention Shares relating thereto.
"Performance Goal" means with respect to a particular
Performance
Retention
Share the particular goal established by the Committee with
respect to
a particular performance measure for such Performance Retention
Share as
set forth in resolutions of the Committee as adopted from time
to
time.
"Restricted Stock Unit" means a unit denominated as one phantom
share of
Company
Common Stock, granted pursuant to Section 6(b) of the Plan,
that
results
from the conversion or replacement of a Performance Retention
Share as
provided in Section 4 hereof.
"Valuation
Date" means (i) for purposes of paragraphs 5(d) and 5(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 Retention Shares has
occurred,
(ii) in
connection with a payment as a result of the end of the
three-year
Vesting Period, the date the Vesting Time occurs and (iii) 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), (ii) or (iii) hereof the Arch Chemicals,
Inc.
Common
Stock is not traded on such day, the first preceding day on
which
such stock
is traded).
"Vesting
Period" means with respect to a Restricted Stock Unit, the
three-year
period beginning with the date of conversion of a Performance
Retention
Share into a Restricted Stock Unit at the end of which such
Restricted
Stock Unit is to vest.
"Vesting
Time" means with respect to a Vesting Period, the close of
business
on the last day of such Vesting Period.
Other capitalized terms utilized but not
defined herein have the meanings
specified in the Plan.
3. Performance Retention
Share Awards
Performance Retention 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 Retention Shares are
set
forth in
Exhibit I hereto. Except as may be otherwise set forth in the
Plan or
herein, no Performance Retention 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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3
4. Conversion Payout
If the
Performance Retention Shares held by a Participant and
outstanding
at the end
of the Performance Cycle do not result in a cash payout as
provided
in the Payment Schedule, then each such Performance Retention
Share
shall be automatically and without further action by the
Committee
or the
Company replaced with (or converted into) a Restricted Stock
Unit
on a
one-for-one basis and such Performance R
