MANAGEMENT INCENTIVE PLAN
(As Amended and Restated Effective January 1, 2010)
1.1 History and Effective Date . STEPAN COMPANY, a Delaware corporation (the “Company”), has previously
established an incentive compensation plan known as the STEPAN COMPANY MANAGEMENT INCENTIVE PLAN (the
“Plan”). The Plan was previously amended and restated effective as of January 1, 1992 and again as of January 1, 2005. The
following provisions constitute a further amendment and restatement and continuation of the Plan, as heretofore amended,
which amended and restated Plan is adopted effective January 1, 2010, subject to approval of the Plan by shareholders of the
Company required by Section 8 hereof.
The Plan is intended to comply with the requirements of Sections 409A(a)(2) through (4) of the Internal Revenue Code of
1986, as amended (the “Code”), and any applicable regulations or other generally applicable official guidance issued thereunder,
and shall be interpreted for all purposes in accordance with this intent.
Payments pursuant to Section 2.3 of the Plan are intended to qualify under the performance-based compensation
exemption of Section 162(m)(4)(C) of the Code.
1.2 Purpose . The Plan is designed to assist the Company in attracting and retaining qualified persons in executive and
other managerial positions and to provide them an additional incentive to contribute to the success of the Company.
1.3 Administration . The authority to control and manage the operation and administration of the Plan shall be vested in a
committee (the “Committee”) which shall be the Compensation and Development Committee of the Board of Directors of the
Company (the “Board of Directors”), or such other committee of the Board of Directors as the Board of Directors may from time
to time determine. The Committee, to the extent awards under the Plan are intended to be exempt from Section 162(m) of the
Code, shall be comprised solely of two or more persons, each of whom sh