Chemtura Corporation 2016 Management Incentive Program

and (ii) assign a different Target Percentage to any 2016 MIP Participant, in either case, based on the Committee’s assessment of any personal, function or other performance factor the Committee determines should be taken into account, to reflect any change in the 2016 MIP Participant's responsibility level or position during the course of the 2016 Performance Period, or otherwise as determined by the Committee. The CEO may recommend to the Committee any such adjustments for each 2016 MIP Participant who reports directly to the CEO, and the CEO and the applicable Business or function leader may recommend to the Committee any adjustment for each other 2016 MIP Participant. The maximum payable to any 2016 MIP Participant, regardless of any adjustment referred to in this Section 5, is 200% of Target Percentage.

“Acquisition” means any transaction where Chemtura Corporation or any of its subsidiaries acquires, whether through the purchase of stock or other equity securities, the purchase of assets, or by merger, consolidation or other similar business combination, the business or assets of a third party, in each case where the consideration paid is equal to or exceeds $50 million. The consideration paid can consist of cash or common stock or other equity securities of Chemtura Corporation (or any combination thereof).

“Budget” means the annual budget or plan for the calendar year that has been reviewed with the Company’s Board of Directors and used by the Committee in establishing the Performance Factor Targets for the calendar year.

“Business” means a reporting segment of the Company, including Industrial Performance Products, Industrial Engineered Products and Agrochemical Manufacturing or a reporting segment resulting from an Acquisition during the calendar year, and a component business of a reporting segment including Petroleum Additives, Urethanes, Great Lakes Solutions, Organometallics or a component business of a reporting segment resulting from an Acquisition during the calendar year. Should the Company realign its reporting segments or component businesses of its reporting segments during the calendar year, it shall retain records to permit the computation of actual performance against Performance Factor Targets based on the structure of reporting segments and their component business as existed at the time the Performance Factor Targets were established.

“Business Abbreviated Free Cash Flow” means, for calendar year 2016, the sum of Business Direct Adjusted EBITDA (or Business Adjusted EBITDA if applicable), less increases in Business Net Working Capital or plus reductions in Business Net Working Capital, less Business Investments.

“Business Adjusted EBITDA” means, for calendar year 2016, Business Operating Income plus, to the extent included in the calculation of operating income for such period in accordance with U.S. GAAP, depreciation and amortization expense (adjusted to exclude asset impairments and accelerated depreciation arising from a facility closure) and expense recognized from the grant of stock compensation awards to the extent directly incurred by the Business.

“Business Direct Adjusted EBITDA” means, for calendar year 2016, Business Adjusted EBITDA less the sum of any allocation of corporate functional and other expenses to the Business for the calendar year.

“Business Investments” means, for calendar year 2016, for each Business or an Acquisition or Divestiture, the sum of the value of capital expenditures (excluding any capital expenditures related to the Business made under the corporate capital expenditure reserve for the calendar year) and investments in intangible assets (excluding any intangible assets directly resulting from an Acquisition made during the calendar year), as reflected in the Statement of Cash Flows of the Company.

“Business Operating Income” means, for calendar year 2016, operating income (or operating loss) (1) plus, to the extent included in the calculation of operating income for such period in accordance with U.S. GAAP, the sum of (a) impairment charges, (b) charges related to the accelerated recognition of asset retirement obligations, (c) any losses from sales of assets or a Business other than in the ordinary course of business, (d) expenses related to natural disasters such as hurricanes or earthquakes that significantly disrupt operations, (e) any non-recurring expenses associated with an Acquisition or Divestiture during the year that is integrated into the Business including the mark-up of inventory held by the acquired business at the date of acquisition and transaction related expenses, (f) any intangible asset amortization expense arising as a result of an Acquisition made during the calendar year (such expense in subsequent years shall not be excluded from the computation of this measure) and (g) professional fees and expenses related to any transaction that has been announced but has not closed as of the end of the calendar year and is still deemed to be probable such transaction will close (2) minus any gains from sales of assets or a sub-segment of the Business other than in the ordinary course of business.

“Business Net Working Capital” means, for calendar year 2016, for each Business or an Acquisition or Divestiture, the sum of accounts receivable and inventory less accounts payable of the Business as of last day of the calendar year less the sum of accounts receivable and inventory less accounts payable as of last day of the prior calendar year. Accounts receivable, inventory and accounts payable shall be measured in a manner consistent with the method used to compute their values in the preparation of the Statement of Cash Flows in accordance with U.S. GAAP.

“Commitment Case” means the Company’s financial projections relating to an Acquisition provided to the Company’s Board of Directors (including all supporting schedules used in the computation of those projections) at the time of the final approval of an Acquisition.

“Consolidated Abbreviated Free Cash Flow” means, for calendar year 2016, the sum of Consolidated Adjusted EBITDA, less increases in Consolidated Net Working Capital or plus reductions in Consolidated Net Working Capital, less Investments.

“Consolidated Adjusted EBITDA” means, for calendar year 2016, Consolidated Operating Income plus, to the extent included in the calculation of operating income for such period in accordance with U.S. GAAP, depreciation and amortization expense (adjusted to exclude asset impairments and accelerated depreciation arising from a facility closure), expense related to provisions for bad debt and expense recognized from the grant of stock compensation awards.

“Consolidated Investments” means, for calendar year 2016, for the Company, the sum of the value of capital expenditures and investments in intangible assets (excluding any intangible assets directly arising from an Acquisition made in the calendar year), as reflected in the Statement of Cash Flows of the Company.

In the event that the Company enters into an agreement to divest a Business during the calendar year and accounts for that Business as a discontinued operation in its financial statements as of December 31, 2016, but the transaction has not closed as of that date, the actual Business Investments of that Business for the calendar year shall be added to the computation of Consolidated Investments.

“Consolidated Operating Income” means, for calendar year 2016, earnings or loss from continuing operations (1) plus, to the extent included in the calculation of net income for such period in accordance with U.S. GAAP, the sum of (a) interest expense, (b) income tax expense, (c) reorganization expense, net, (d) other expense, (e) charges related to facility closures, severance and related costs, (f) asset impairment charges, (g) charges related to the accelerated recognition of asset retirement obligations, (h) any losses from sales of assets or a Business other than in the ordinary course of business, (i) charges for the accelerated amortization of capitalized financing costs or debt discounts, (j) expenses including professional fees associated with the issuance of indebtedness or the amendment, waiver or restructuring of the principal and terms of existing indebtedness including such charges related to accounts receivable financing facilities, (k) charges and expenses associated with the curtailment or settlement of pension and post-retirement medical plans as the result of dispositions, mergers, transfers of benefit obligations or significant plan amendments, (l) expenses related to natural disasters such as hurricanes or earthquakes that significantly disrupt operations, (m) release of cumulative translation losses related to the liquidation of a consolidated entity, (n) expense accruals related to environmental remediation liabilities of manufacturing sites no longer operated by the Company and third party waste disposal sites, (o) a legal settlement, together with any related legal fees incurred. for any matter that is considered unusual or non-recurring in nature, (p) any non-recurring expenses associated with an Acquisition or a Divestiture completed by the Company during the calendar year including the mark-up of inventory held by the acquired business at the date of acquisition and professional fees and expenses related to the transaction, (q) any intangible asset amortization expense arising as a result of an Acquisition made during the calendar year (such expense in subsequent years shall not be excluded from the computation of this measure) and (r) any professional fees and expenses related to any Acquisition or Divestiture that has closed in the calendar year but were not capitalized or charged to a gain/(loss) on sale or if such transaction has been announced but has not closed as of the end of the calendar year and is still deemed to be probable such transaction will close and (s) (2) minus (a) other income, (b) any gains from sales of assets or a Business other than in the ordinary course of business, (c) income associated with the accelerated amortization of premiums on debt and (d) gains associated with the curtailment or settlement of pension and post-retirement medical plans as the result of dispositions, mergers, transfers of benefit obligations or significant plan amendments, (e) the income arising from amortization and accretion of a “below-market” obligation in a contract related to the Divestiture of a Business or product line, (f) release of cumulative translation gains related to the liquidation of a consolidated entity and (g) a favorable legal settlement, net of any legal fees incurred, that is considered unusual or non-recurring in nature.

In the event that the Company enters into an agreement to divest a Business during the calendar year and accounts for that Business as a discontinued operation in its financial statements as of December 31, 2016, but the transaction has not closed as of that date, the actual operating income of that Business for the calendar year shall be added to the computation of Consolidated Operating Income, being computed from reported earnings or loss from discontinued operations, net of tax, applying the same methodology as used above to compute Consolidated Operating Income from reported earnings or loss from continuing operations.

For the calendar year 2016, any third-party expenses incurred in the exploration of any significant transaction, where such exploration has been approved by the Board of Directors, whether or not the transaction is consummated, shall be excluded in the computation of Consolidated Operating Income.

“Consolidated Net Earnings” means, for calendar year 2016, Consolidated Operating Income less (i) Other Expense, (ii) Interest Expense and (iii) Income Tax Expense/(Benefit) plus Other Income. The computation of Consolidated Net Earnings shall not include any losses on early extinguishment of debt.

“Consolidated Net Working Capital” means, for calendar year 2016, for the Company the sum of accounts receivable and inventory less accounts payable for the Company as of last day of the calendar year less the sum of accounts receivable and inventory less accounts payable as of the last day of the prior calendar year. Accounts receivable, inventory and accounts payable shall be measured in a manner consistent with the method used to compute their values in the preparation of the Statement of Cash Flows in accordance with U.S. GAAP.

In the event that the Company enters into an agreement to divest a Business during the calendar year and accounts for that Business as a discontinued operation in its financial statements as of December 31, 2016, but the transaction has not closed as of that date, the actual Business Net Working Capital of that Business for the calendar year shall be added to the computation of Consolidated Net Working Capital.

“Divestiture” means the sale of the assets and/or stock related to a Business or product line of the Company not in the ordinary course of business where the consideration paid is equal to or exceeds $50 million or the “spin-off” or other form of distribution

of a Business or a component of a Business to the Company’s shareholders where the net book value of the net assets in the “spin-off” or distribution equal to or exceeds $50 million.

“Earnings per Share” or “Basic EPS” means, for calendar year 2016, Consolidated Net Earnings divided by the basic weighted average shares of Chemtura common stock outstanding for the calendar year 2016 as reported in the Company’s audited financial statements for the calendar year 2016.

“Income Tax Expense/(Benefit)” means, for calendar year 2016, tax expense or benefit of the Company reduced or increased by (i) to the tax expense or benefit of (a) the pre-tax adjustments made in the computation of Consolidated Operating Income, Other Expense, Other Income and Interest Expense and (b) the application of a Performance Factor Adjustment and (ii) excluding the impact of (a) changes in tax rates that require an adjustment to deferred taxes; (b) findings in tax audits by tax authorities relating to prior calendar years for matters for which no reserve has been previously established; (c) adjustments to FIN 48 reserves to account for changes in facts and circumstances; (d) the accrual of income and withholding taxes related to the repatriation of previously undistributed foreign earnings; and (e) the creation or release of a valuation allowance.

“Interest Expense” means, for calendar year 2016, interest expense of the Company adjusted to exclude any excess or penalty interest expense that is paid in connection with the repayment, refinancing or incurrence of indebtedness.

“Other Expense” or “Other Income” means, for calendar year 2016, adjusted to exclude income or expense arising from the release of cumulative translation adjustment (“CTA”) due to the liquidation of a subsidiary.

“Performance Factor Target Adjustment” means, for calendar year 2016, adjustments made to the Performance Factor Targets to reflect the completion of an Acquisition or Divestiture. In each of the following circumstances, the target value of each applicable Performance Factor (the “Target”) will be adjusted as described below (the “Adjusted Target”). The Threshold, Maximum and other stated values for the Performance Factor shall be adjusted such that they are the same percentage of the Adjusted Target as were the original values of the Target:

in a merger, issued under an offering of equity securities where the proceeds are used to fund the Acquisition, and/or issued in connection with an employee retention or incentive plan associated with the Acquisition. The Consolidated Net Working Capital and applicable Business Net Working Capital Target shall be recalculated to include the Business Net Working Capital of the Acquisition from the closing date of the transaction shown in the Commitment Case for the applicable periods. For the purposes of this computation, any step up in the value of inventory due to purchase accounting shall be excluded. The Consolidated Investments and the applicable Business Investments Target shall be increased by the amount of Business Investments in the Commitment Case for the Acquisition (excluding any intangible assets directly resulting from an Acquisition in the calendar year) for the period from closing of the transaction to the end of the calendar year;

“Safety Multiplier”, for calendar year 2016, is based on the achievement of specified safety program results and measured by a weighted measure of the actual (i) Total Recordable Case Rate (“TRCR”) for employees and contractors, and (ii) significant process safety incidents (“SPSI”) for the specific business unit or the corporate group to which the 2016 MIP Participant is allocated.

The Company shall establish for the corporate functions specific strategic measures linked to, among other things, cost reductions, continuous improvement or other critical targets or goals for the year. These strategic measures will be determined and approved by the CEO and the Committee annually. The CEO will not have a strategic measure in his or her 2016 MIP Plan.