(e) At the Annual Meeting of Shareholders held on April 30, 2009, the shareholders of Arch Chemicals, Inc. (the "Company') approved the adoption of the Arch Chemicals, Inc. 2009 Long Term Incentive Plan (the "Plan") and the Plan became effective. No awards have been granted under the Plan but the named executive officers of the Company, along with other employees selected from time to time, are eligible to participate in the Plan. Set forth below is a brief description of certain salient terms and conditions of the Plan. Such description does not purport to be a complete summary of the Plan and is qualified in its entirety by reference to the Plan itself which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Eligible Participants. Any officer or employee of the Company or the Company's affiliates is eligible to participate in the Plan. Non-employee directors are not eligible. It is expected the named officers will be participants in the Plan.

Types of Awards. The Plan provides for the grant of options intended to qualify as incentive stock options under Section 422 of the Code of the Internal Revenue Code of 1986, as amended (the "Code") (or ISOs); nonqualified stock options (or NSOs); stock appreciation rights (or SARs); restricted share awards, restricted stock units (or RSUs); performance compensation awards; performance units; cash incentive awards and other equity-based or equity-related awards.

Plan Administration. The Plan will be administered by the Compensation Committee or such other committee designated by the Company's Board of Directors (the "Board of Directors") to administer the Plan (the "Committee"). Subject to the terms of the Plan and applicable law, the Committee will have sole authority to administer the Plan, including, but not limited to, the authority to
(1) designate plan participants, (2) determine the type or types of awards to be granted to a participant, (3) determine the number of shares of the Company's common stock, par value $1 per share (the "Common Stock") to be covered by awards, (4) determine the terms and conditions of awards, (5) determine the vesting schedules of awards and, if certain performance criteria were required to be attained in order for an award to vest or be settled or paid, establish such performance criteria and certify whether, and to what extent, such performance criteria have been attained, (6) interpret, administer, reconcile any inconsistency in, correct any default in and/or supply any omission in, the Plan, (7) establish, amend, suspend or waive such rules and regulations and appoint such agents as it should deem appropriate for the proper administration of the Plan, (8) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, awards and (9) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.

Shares Available For Awards. Subject to adjustment for changes in capitalization, the aggregate number of shares of Common Stock that will be available for delivery pursuant to awards granted under the Plan is equal to 1,500,000.

Subject to adjustment for changes in capitalization, (1) each share with respect to which an option or stock-settled SAR is granted under the Plan will reduce the aggregate number of shares that may be delivered under the Plan by one share, and (2) each share with respect to which any other award denominated in shares is granted under the Plan will reduce the aggregate number of shares that may be delivered under the Plan by 1.5 shares. Upon exercise of a stock-settled SAR, each share with respect to which such stock-settled SAR was exercised will be counted as one share against the aggregate number of shares available under the Plan, regardless of the number of shares actually delivered upon settlement of such stock-settled SAR. Of the shares of Common Stock available for awards under the Plan, the maximum number of shares that will be permitted to be delivered pursuant to ISOs granted under the Plan is 1,500,000.

If an award granted under the Plan were forfeited, or otherwise expired, terminated or were cancelled without the delivery of shares or were settled in cash, then the shares covered by such award would again be available to be delivered pursuant to awards under the Plan. However, shares that were surrendered or tendered to the Company in payment of the exercise price of an award or any taxes required to be withheld in respect of an award would not become available to be delivered pursuant to awards under the Plan.

Maximum Awards. Subject to adjustment for changes in capitalization, the maximum number of shares of Common Stock that will be available to be granted pursuant to awards to any participant in the Plan in any fiscal year is 300,000. In the case of awards settled in cash based on the fair market value of a share, the maximum aggregate amount of cash that is permitted to be paid pursuant to awards granted in any fiscal year to any participant is equal to the per share fair market value (determined in accordance with the applicable award agreement) as of the relevant vesting, payment or settlement date multiplied by the maximum number of shares which could be granted, as described above. The maximum aggregate amount of cash and other property (valued at fair market value) that is permitted to be paid or delivered pursuant to awards under the Plan, the value of which is not determined by reference to the fair market value of the Company's shares, to any participant in any fiscal year is $7,000,000.

Changes in Capitalization. In the event of any extraordinary dividend or other extraordinary distribution, recapitalization, rights offering, stock split, reverse stock split, split-up or spin-off or any other event that constituted an "equity restructuring" within the meaning of Statement of Financial Accounting Standards No. 123R affecting the shares of Common Stock, the Committee will make adjustments and other substitutions to awards under the Plan in the manner it determined to be appropriate or desirable. In the event of any reorganization, merger, consolidation, combination, repurchase or exchange of Common Stock or other similar corporate transactions, the Committee in its discretion may make such adjustments and other substitutions to the Plan and awards under the Plan as it deemed appropriate or desirable.

Rollover Awards. The Committee is permitted to grant awards in assumption of, or in substitution for, outstanding awards previously granted by the Company or any of the Company's affiliates or a company that the Company acquired or with which the Company combined, provided that in no event could any rollover awards be granted in a manner that will violate the prohibitions on repricing of options and SARs as set forth in the Plan. Any shares issued by the Company through the assumption of or substitution for outstanding awards granted by a company that the Company acquired will not reduce the aggregate number of shares of Common Stock available for awards under the Plan, except that awards issued in substitution for ISOs will reduce the number of shares of Common Stock available for ISOs under the Plan.

Source of Shares. Any shares of Common Stock issued under the Plan will consist, in whole or in part, of authorized and unissued shares.

Stock Options. The Committee will be permitted to grant both ISOs and NSOs under the Plan. The exercise price for options will not be less than the fair market value (as defined in the Plan) of Common Stock on the grant date. The Committee will not reprice any option granted under the Plan without the approval of the Company's shareholders. All options granted under the Plan will be NSOs unless the applicable award agreement expressly stated that the option was intended to be an ISO. Under the proposed Plan, all ISOs and NSOs will be intended to qualify as "performance-based compensation" under Section 162(m) of the Code.

Options will vest and become exercisable as set forth in the applicable award agreement. Provisions regarding the exercisability of options following termination of employment, other than as a result of death, will be as set forth in the applicable award agreement. In the event of a termination of a participant's employment due to death, unvested options will immediately vest and all options held by the participant will remain exercisable for the remainder of the term of the options. Notwithstanding any provision in the Plan, in no event will an option be exercisable more than ten years after its grant date. The exercise price will be permitted to be paid with cash (or its equivalent) or, in the sole discretion of the Committee, with previously acquired shares of Common Stock or through delivery of irrevocable instructions to a broker to sell Common Stock otherwise deliverable upon the exercise of the option (provided that there was a public market for Common Stock at such time), or, in the sole discretion of the Committee, a combination of any of the foregoing, provided that the combined value of all cash and cash equivalents and the fair market value of any such shares so tendered to the Company as of the date of such tender was at least equal to such aggregate exercise price.

Stock Appreciation Rights. The Committee is permitted to grant SARs under the Plan. The exercise price for SARs will not be less than the fair market value (as defined in the Plan) of Common Stock on the grant date. The Committee will not reprice any SAR granted under the Plan without the approval of the Company's shareholders. Upon exercise of a SAR, the holder will receive cash, shares of Common Stock, other securities, other awards, other property or a combination of any of the foregoing, as determined by the Committee, equal in value to the excess, if any, of the fair market value of a share of Common Stock on the date of exercise of the SAR over the exercise price of the SAR. Under the Plan, all SARs are intended to qualify as "performance-based compensation" under
Section 162(m) of the Code. Subject to the provisions of the Plan and the applicable award agreement, the Committee will determine, at or after the grant of a SAR, the vesting criteria, term, methods of exercise, methods and form of settlement and any other terms and conditions of any SAR. Provisions regarding the exercisability of SARs following termination of employment, other than as a result of death, will be as set forth in the applicable award agreement. Notwithstanding any provision in the Plan, in no event will a SAR be exercisable more than ten years after its grant date.

Restricted Shares and Restricted Stock Units. Subject to the provisions of the Plan, the Committee is permitted to grant restricted shares and RSUs. Restricted shares could be evidenced in such manner as the Committee will determine. An RSU will be granted with respect to one share of Common Stock or have a value equal to the fair market value of one such share. Upon the lapse of restrictions applicable to an RSU, the RSU could be paid in either cash, shares of Common Stock, other securities, other awards or other property, as determined by the Committee, or in accordance with the applicable award agreement. In connection with each grant of restricted shares, except as provided in the applicable award agreement, the holder will be entitled to the rights of a shareholder (including the right to vote and receive dividends) in respect of such restricted shares. The Committee is permitted to, on such terms and conditions as it might determine, provide a participant who holds RSUs with dividend equivalents, payable in cash, shares of Common Stock, other securities, other awards or other property. If a restricted share or RSU were intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the requirements described below with respect to "Performance Compensation Awards" will be required to be satisfied in order for such restricted share or RSU to be granted or vest. In the event of termination of a participant's employment due to death, unvested restricted shares and RSUs subject to time-based vesting restrictions will immediately vest.

Performance Units. Subject to the provisions of the Plan, the Committee is permitted to grant performance units to participants. Performance units will be awards with an initial value established by the Committee (or that was determined by reference to a valuation formula specified by the Committee) at the time of the grant. In its discretion, the Committee will set performance goals that, depending on the extent to which they were met during a specified performance period, will determine the number and/or value of performance units that will be paid out to the participant. The Committee, in its sole discretion, is permitted to pay earned performance units in the form of cash, shares of Common Stock or any combination thereof that will have an aggregate fair market value equal to the value of the earned performance units on the settlement date or such other valuation formula set forth in the applicable award agreement. The determination of the Committee with respect to the form and timing of payout of performance units will be set forth in the applicable award agreement. The Committee is permitted to, on such terms and conditions as it might determine, provide a participant who held performance units with dividends or dividend equivalents, payable in cash, shares of Common Stock, other securities, other awards or other property. If a performance unit were intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the requirements below described with respect to "Performance Compensation Awards" will be required to be satisfied.

Cash Incentive Awards. Subject to the provisions of the Plan, the Committee is permitted to grant cash incentive awards payable upon the attainment of performance goals. If a cash incentive award were intended to qualify as "performance-based compensation" under Section 162(m) of the Code, the requirements described below with respect to "Performance Compensation Awards" will be required to be satisfied.

. . .

(d) Exhibits:

Exhibit No.    Description
10.1           Arch Chemicals, Inc. 2009 Long Term Incentive Plan (incorporated by
               reference to Exhibit A to the Company's Definitive Proxy Statement on
               Schedule 14A for the April 30, 2009 Annual Meeting of Shareholders,
               filed with the Securities and Exchange Commission on March 13, 2009, SEC
               File No. 1-14601)