ARCH CHEMICALS, INC. 1999 LONG TERM INCENTIVE PLAN
(As amended effective October 28, 1999 and December 14, 2000)
Section 1. Purpose
The purposes of the Arch Chemicals, Inc. 1999 Long Term Incentive Plan (the "Plan") are to encourage selected
salaried employees of Arch Chemicals, Inc. (together with any successor thereto, the "Company") and its
Affiliates (as defined below) to acquire a proprietary interest in the Company's growth and performance, to
generate an increased incentive to contribute to the Company's future success and to enhance the ability of the
Company and its Affiliates to attract and retain qualified individuals.
Section 2. Definitions
As used in the Plan:
(a) "Affiliate" means (i) any entity that, directly or through one or more intermediaries, is controlled by the
Company, and (ii) any entity in which the Company has a significant equity interest as determined by the
(b) "Award" means any Option, Restricted Stock, Restricted Stock Unit, Performance Award or Dividend
Equivalent granted under the Plan.
(c) "Award Agreement" means any written agreement or other instrument or document evidencing an Award
granted under the Plan. The terms of any plan or guideline adopted by the Board or the Committee and
applicable to an Award shall be deemed incorporated in and a part of the related Award Agreement.
(d) "Board" means the Board of Directors of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as amended from time to time.
(f) "Committee" means a committee of the Board designated by the Board to administer the Plan and composed
of not less than two directors, each of
whom is qualified as a "Non-Employee Director" as contemplated by the Section 16 Rules and as an "Outside
Director" as defined in Code Section 162(m) and any regulations promulgated thereunder.
(g) "Dividend Equivalent" means any right granted under Section 6(d)(iv) of the Plan.
(h) "Fair Market Value" means, with respect to any property (including, with