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EXHIBIT 10.23
AWARD NOTICE
NOTICE OF NONQUALIFIED STOCK OPTION
GRANTED PURSUANT TO THE
EASTMAN CHEMICAL COMPANY
1997 OMNIBUS LONG-TERM COMPENSATION PLAN
Grantee:
Number of Shares: 40,000
Option Price: $37.9375
Date of Grant: October 19, 1999
1. GRANT OF OPTION. This Award Notice serves to notify you that
the Compensation and Management Development Committee (the "Committee") of the
Board of Directors of Eastman Chemical Company ("Company") has granted to you,
under the Company's 1997 Omnibus Long-Term Compensation Plan (the "Plan"), a
nonqualified stock option ("Option") to purchase, on the terms and conditions
set forth in this Award Notice and the Plan, up to the number of shares of its
$.01 par value Common Stock ("Common Stock") set forth above, at a price equal
to $37.9375 per share. The Plan is incorporated herein by reference and made a
part of this Award Notice. Capitalized terms not defined herein have the
respective meanings set forth in the Plan. The principal terms of the Plan, and
of the offer by the Company of the shares of Common Stock covered by the
Option, are described in the Prospectus for the Plan, which Prospectus will be
delivered to you by the Company.
2. PERIOD OF OPTION AND LIMITATIONS ON RIGHT TO EXERCISE. Subject
to earlier cancellation of all or a portion of the Option as described in
Sections 3, 6 and 7 of this Award Notice, the Option will expire at 5:00 p.m.,
Eastern Standard Time, on October 18, 2009 ("Expiration Date").
3. EXERCISE OF OPTION.
(a) Subject to the terms set forth in this Award Notice and to
the price vesting conditions set forth in section 3(b), the Option will become
exercisable as to one half the shares covered hereby on October 19, 2000, and
as to the remaining shares on October 19, 2001.
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(b) Subject to the terms set forth in this Award Notice and to
the time vesting terms set forth in section 3(a), the Option will become
exercisable as to the number of underlying shares corresponding to the
applicable stock price condition, as set forth below:
Number of Underlying
Shares (Percentage
of Grant) Stock Price Condition*
-------------------- ----------------------
400 (1%) $39.00
800 (2%) 40.00
1200 (3%) 41.00
1600 (4%) 42.00
2400 (6%) 43.00
3200 (8%) 44.00
4000 (10%) 45.00
4800 (12%) 46.00
5600 (14%) 47.00
6400 (16%) 48.00
7200 (18%) 49.00
8000 (20%) 50.00
9200 (23%) 51.00
10400 (26%) 52.00
11600 (29%) 53.00
12800 (32%) 54.00
14000 (35%) 55.00
15200 (38%) 56.00
16400 (41%) 57.00
17600 (44%) 58.00
18800 (47%) 59.00
20000 (50%) 60.00
22000 (55%) 61.00
24000 (60%) 62.00
26000 (65%) 63.00
28000 (70%) 64.00
30000 (75%) 65.00
32000 (80%) 66.00
34000 (85%) 67.00
36000 (90%) 68.00
38000 (95%) 69.00
40000 (100%) 70.00
*A price vesting condition is met if the average of the Fair
Market Value of the Common Stock for twenty (20) consecutive
trading days equals or exceeds the applicable stock price.
Once one of the price conditions has been met, that portion of
the Option subject to that price condition will be vested with regard to the
price vesting condition and will not again be subject to the same price
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vesting condition. In the event that no price condition is met, the entire
Option will be cancelled and forfeited on the second anniversary of the date of
grant, without payment of any consideration by the Company. In the event that
any price condition is met but any higher price conditions are not met, that
portion of the Option subject to price conditions which have not been met will
be cancelled and forfeited on the second anniversary of the date of grant,
without payment of any consideration by the Company. In the event that
termination for an approved reason, as outlined in section 6, occurs prior to
the end of the price vesting period, the price vesting terms will remain in
effect.
(c) The following table illustrates the combined time vesting
and price vesting terms outlined in sections 3(a) and 3(b):
TIME/PRICE VESTING SCHEDULE MATRIX
Percentage of
Grant Price Number of Number of
Vested if Underlying Shares Underlying Shares
Stock Price Stock Price as of 10/19/00 at As of 10/19/01 at
Condition Met Condition 50% 100%
------------- ----------- ----------------- -----------------
1% $39.00 400 400
2% 40.00 400 800
3% 41.00 600 1200
4% 42.00 800 1600
6% 43.00 1200 2400
8% 44.00 1600 3200
10% 45.00 2000 4000
12% 46.00 2400 4800
14% 47.00 2800 5600
16% 48.00 3200 6400
18% 49.00 3600 7200
20% 50.00 4000 8000
23% 51.00 4600 9200
26% 52.00 5200 10400
29% 53.00 5800 11600
32% 54.00 6400 12800
35% 55.00 7000 14000
38% 56.00 7600 15200
41% 57.00 8200 16400
44% 58.00 8800 17600
47% 59.00 9400 18800
50% 60.00 10000 20000
55% 61.00 11000 22000
60% 62.00 12000 24000
65% 63.00 13000 26000
70% 64.00 14000 28000
75% 65.00 15000 30000
80% 66.00 16000 32000
85% 67.00 17000 34000
90% 68.00 18000 36000
95% 69.00 19000 38000
100% 70.00 20000 40000
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(d) Upon your death, your personal representative may exercise
the retained portion of the Option as described in section 6, subject to the
terms set forth in this Award Notice, until the Expiration Date.
(e) The Option may be exercised in whole or in part by
completing and returning the exercise form delivered with the Option. The
exercise form generally must be accompanied by, or make provision for, full
payment in cash; by check; or by surrendering unrestricted shares of Common
Stock together with proof that such shares, if acquired through a previous
option exercise, have been owned by the optionee for at least six months prior
to the date of exercise of the Option; or in any combination of the foregoing;
however, if you wish to pay with shares of Common Stock already held by you,
you may submit a Stock Validation Form attesting to the ownership of the shares
instead of sending in actual share certificates. The value of any surrendered
shares of Common Stock used in payment of the exercise price under the Option
will be equal to the Fair Market Value thereof as of the date of exercise.
4. NONTRANSFERABILITY. The Option is not transferable except by
will or by the laws of descent and distribution, and may not be sold, assigned,
pledged or encumbered in any way, whether by operation of law or otherwise. The
Option may be exercised only by you during your lifetime, except in the case of
a permanent disability involving mental incapacity.
5. LIMITATION OF RIGHTS. You will not have any rights as a
shareowner with respect to the shares covered by the Option until you become
the holder of record of such shares by exercising the Option. Neither the
granting of the Option, nor the Plan or this Award Notice, gives you any right
to remain employed by the Company or a Subsidiary.
6. TERMINATION. Upon termination of your employment with the
Company or a Subsidiary by reason of death, disability or retirement, or for
another approved reason, as determined by the Committee, the portion of the
Option retained in accordance with the next sentence of this section will
remain available for exercise in accordance with the time vesting and price
vesting terms outlined in section 3, the forfeiture provisions in section 7,
and the other terms of this Award Notice. The portion of the Option that will
be subject to exercise following termination of your employment with the
Company for a reason specified in the preceding sentence will be up to 13,333
shares if termination occurs on or before October 19, 2000; up to 26,667 shares
if termination occurs on or before October 19, 2001; and 40,000 options if
termination occurs after October 19, 2001. Upon termination of your employment
with the Company or a Subsidiary for a reason other than death, disability,
retirement or another approved reason, any portion of the Option not previously
exercised by you will be canceled and forfeited by you, without payment of any
consideration by the Company. The provisions of this section 6 shall be subject
to the provisions of section 9 and shall become null and void and of no force
and effect insofar as they apply to a termination following a Change in Control
under the circumstances described in Section 25(a) of the Plan.
7. NONCOMPETITION; CONFIDENTIALITY; ADVERSE ACTIVITY.
(a) Except as described in Sections 24 and 25 of the Plan, you
will forfeit all rights under any unexercised portion of the Option if you
violate the noncompetition and confidentiality provisions contained in Section
20 of the Plan.
(b) You will forfeit all rights under any unexercised portion
of the Option if following your termination of employment with the Company you
(i) solicit or induce any employee to leave the employ of the Company; (ii)
hire or attempt to hire any employee of the Company; or, (iii) solicit the
trade of or trade with customers and suppliers of the Company for any business
purpose. If you, during your employment or thereafter, engage in activity,
which, in the sole discretion of the Committee, is deemed to be in conflict
with or adverse to the interests of the Company, any unexercised portion of the
Option will be forfeited and cancelled immediately. Such adverse activity by
you shall include, but is not limited to, the following: (i) become associated
with, become employed by or render services to, or own an interest in (other
than as a shareholder with a nonsubstantial interest in such business) any
business or enterprise that is engaged in competition with the Company; or (ii)
recruit, solicit or induce, or attempt to induce, any employee or employees of
the Company or any affiliate of the
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(c) Company to terminate their employment with, or otherwise
cease their relationship with, the Company or affiliate; or (iii) solicit,
divert or take away, or attempt to take away, the business patronage of any of
the clients, customers, accounts, or prospective clients, customers or
accounts, which were contacted, solicited or served by the Company during your
employment; or (iv) initiate litigation against the Company; or (v) criticize,
denigrate or otherwise speak adversely against the Company; or (vi) violate the
Company's ethics and business conduct guidelines. The provisions of this
section 7(b) shall be subject to the provisions of section 9, and shall become
null and void and of no force and effect insofar as they apply to activity by
you following your termination after a Change in Control under the
circumstances described in Section 25(a) of the Plan.
8. RESTRICTIONS ON ISSUANCE OF SHARES. If at any time the Company
determines that listing, registration or qualification of the shares covered by
the Option upon any securities exchange or under any state or federal law, or
the approval of any governmental agency, is necessary or advisable as a
condition to the exercise of the Option, the Option may not be exercised in
whole or in part unless and until such listing, registration, qualification or
approval shall have been effected or obtained free of any conditions not
acceptable to the Company.
9. CHANGE IN OWNERSHIP; CHANGE IN CONTROL. Sections 24 and 25 of
the Plan contain certain special provisions that will apply to the Option in
the event of a Change in Ownership or Change in Control, respectively.
10. ADJUSTMENT OF SHARES. If the number of outstanding shares of
Common Stock changes through the declaration of stock dividends or stock
splits, the number of shares subject to the Option and the exercise price of
the Option automatically will be adjusted. If there is a change in the number
of outstanding shares of Common Stock or any change in the outstanding stock in
the Company, the Committee will make any adjustments and modifications to the
Option that it deems appropriate. In the event of any other change in the
capital structure or in the Common Stock of the Company, the Committee is
authorized to make appropriate adjustments to the Option (including, without
limitation, adjustments to the price vesting terms set forth in section 3).
11. PLAN CONTROLS. In the event of any conflict between the
provisions of the Plan and the provisions of this Award Notice, the provisions
of the Plan will be controlling and determinative.
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