Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 77± 350K
8: EX-3.(II) Articles of Incorporation/Organization or By-Laws 15± 63K
3: EX-10.(F) Material Contract 4± 15K
2: EX-10.(O) Material Contract 7± 29K
4: EX-11 Statement re: Computation of Earnings Per Share 1 8K
5: EX-21 Subsidiaries of the Registrant 7± 29K
6: EX-23 Consent of Experts or Counsel 1 8K
7: EX-27 Financial Data Schedule (Pre-XBRL) 1 7K
EX-10.(F) — Material Contract
EXHIBIT 10(f)
VOLUNTARY DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
Purpose
The purpose of the Voluntary Deferred Compensation Plan for
Outside Directors (the "Plan") is to provide members of the
Board of Directors (the "Board") of The Dow Chemical Company
(the "Company") who are not employees of the Company or any
subsidiary (a "Director") with maximum opportunity and
flexibility in the planning of their personal financial
resources.
Manner of Deferral of Compensation
- At, or prior to, the time of election to the Board, and
prior to the right to receive any compensation for the
Board Year, a Director may irrevocably elect to defer
all or a specified portion of the retainer and fees
received from the Company for service as a Board member
for that Board Year. "Board Year" shall mean the period
of time from election to the Board to the next annual
meeting of stockholders of the Company.
- The Company shall credit any deferred compensation to a
"deferred compensation account" in the Director's name
on the Company's books as of the date the deferred
compensation was otherwise payable (the "Payment Date").
Manner of Investment
The Company shall account for a Director's deferred
compensation under either of the following methods as
elected by the Director:
Cash with Interest
The Company shall credit the Director's account with
(a) the amount of compensation deferred on the Payment
Date, and (b) interest on the deferred compensation posted
June 30 of each year at an effective annual rate equal
to 125% of the 120 month rolling average of the Ten-Year
United States Treasury Note as determined on September 30
of the preceding year. Notwithstanding the preceding
sentence, with respect to the period July 1, 1994, through
June 30, 1995, the crediting rate shall be determined as
of September 30, 1994.
Units Based on Stock Value
The Company shall credit the Director's account with
a hypothetical number of stock units ("Units"),
calculated to the nearest thousandths of a Unit,
determined by dividing the amount of compensation
deferred on the Payment Date by the average of the last
five (5) business days' "Stock Price". For purposes of
this Plan, "Stock Price" is defined as the average of the
highest and lowest market price of the Company's common
stock as reported on the Consolidated Tape of the New
York Stock Exchange listed shares (the "Stock Price").
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The Company shall increase this number by the number
of units obtained by a) multiplying the number of
Units in the Director's account by any cash dividends per
share declared by the Company on its common stock and
dividing the product by the Stock Price on the related
dividend payment date, and b) multiplying the number of
Units in the Director's account by any stock dividends
declared by the Company on a share of its common stock.
If, as a result of a recapitalization of the Company
(including a stock split), the Company's outstanding shares
of common stock change into a greater or smaller number of
shares, the Company shall adjust the number of Units credited
to a Director's account on the same basis.
The Director may elect to take any combination of the
investment choices. In addition, funds may be moved from
one investment vehicle to another by election of the
Director, such change to be effective the first day of the
month following the date of such election.
Payment of Deferred Compensation
- Payment of a Director's deferred compensation account
shall be made in cash.
- Except in the case of death, payment shall be made in
one (1) to ten (10) annual installments and on the
schedule specified by the Director at the time he makes
the election to defer compensation. Payments shall
start as soon as practical, as elected, on or after
the July 15 next following the termination of
Board service.
the July 15 next following one year after
termination of Board service.
the July 15 of the calendar year next following
the former Director's 70th birthday (in the event a
Director remains on the Board beyond his 70th birthday,
payments shall start on the July 15 next following
the date Board service terminates).
- In the absence of a specific election, the Company
shall pay the account balance in five annual
installments commencing on the July 15th next following
termination of Board service.
- In the event of a Director's death while serving on
the Board or prior to full payment of his account, the
balance to the account (calculated as of the date of
death) shall be determined and paid in a single
payment to the Director's designated beneficiary (or if
none, his estate) as soon as reasonably possible.
Amount of Payment
- The amount of each installment shall be calculated by
multiplying the value of the deferred compensation
account by a fraction, the denominator of which is the
number of payments remaining to be paid and the numerator
of which is 1.
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- The account shall be valued as of the July 1st (or
the last business day prior to July 1st for purposes of
determining the Stock Price) immediately preceding
payment. An account containing units shall be valued
by multiplying the number of units times the average of
the last five (5) business days' Stock Price (as defined
earlier).
Assignability
- No right to receive payment of deferred compensation
shall be transferable or assignable by a participant
except by will or laws of descent and distribution.
Hardship Withdrawals
A Director may request and receive payment of all or part of
his accumulated benefits if the General Counsel of the
Company determines that an emergency event, beyond the
Director's control, exists which would cause the Director
severe financial hardship if the payment were not approved,
subject to the provisions of Rule 16a-1(c)(3) of the
Securities Exchange Act of 1934 or successor provisions.
Plan Administrator
The Director of Global Compensation and Benefits shall
administer the Plan and shall have authority to correct any
defect, supply any omission or reconcile any inconsistency
in the Plan to the extent he deems expedient.
Plan Termination and Amendment
The Company reserves the right to terminate and amend the
Plan from time to time.
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Dates Referenced Herein and Documents Incorporated by Reference
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