Form of Change In Control Agreement

EXHIBIT 10.2


FORM OF CHANGE IN CONTROL AGREEMENT

(Tier II Agreement)


,


abFirstNamebb abLastNamebb

abAddress1bb

abCitybb abStatebb abPostalCodebb


Dear abFirstNamebb:


1. This agreement shall be binding immediately upon its execution and delivery, but it shall not be operative unless and until there has been a Change in Control (as defined below) of Arch Chemicals, Inc. (the " Company" ), except as provided in Paragraph 6(a) hereof. In the event that this agreement shall not have become operative during its Term (as defined below), it shall not thereafter become operative or be of any force or effect.

2. For purposes of this agreement, the following definitions apply:

(a)" Change in Control" means:

(i) the Company ceases to be, directly or indirectly, owned of record by at least 1,000 stockholders;

(ii) a person, partnership, joint venture, corporation or other entity, or two or more of any of the foregoing acting as a " person" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the " Act" ), other than the Company, a majority-owned subsidiary of the Company or an employee benefit plan (or the plan' s related trust) of the Company or such subsidiary, become(s) the " beneficial owner" (as defined in Rule 13d-3 under such Act) of 20% or more of the then outstanding voting stock of the Company;

(iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Company' s Board of Directors (together with any new Director whose election by the Company' s Board of Directors or whose nomination for election by the Company' s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors then in office;

(iv) all or substantially all of the business of the Company is disposed of pursuant to a merger, consolidation or other transaction in which the Company is not the surviving corporation or the Company combines with another company and is the surviving corporation (unless the shareholders of the Company immediately following such merger, consolidation, combination, or other transaction beneficially own, directly or indirectly, more than 50% of the aggregate voting stock or other ownership interests of (x) the entity or entities, if any, that succeed to the business of the Company or (y) the combined company); or (v) approval by the Company' s shareholders of (x) a sale of all or substantially all the assets of the Company or (y) a liquidation or dissolution of the Company.

(b)" Cause" means your willful and continued failure to substantially perform your duties; your willful engaging in gross misconduct significantly and demonstrably financially injurious to the Company; or your willful misconduct in the course of your employment which is a felony or fraud. No act or failure to act on your part will be considered " willful" unless done or omitted not in good faith and without reasonable belief that the action or omission was in the interests of the Company or not opposed to the interests of the Company.

(c)" Company" includes, except for purposes of paragraph 2(a)(iv) above, a successor of Arch Chemicals, Inc. (whether direct or indirect) by acquisition of all or substantially all of its assets, merger or consolidation.

(d)" Term" shall mean the period from the date hereof through December 31, 2007; provided the end of each Term (including any extended or renewal terms) shall be extended automatically for successive one year periods unless and until the Board of Directors of Arch Chemicals (or the Compensation Committee


2 thereof) adopts prior to the end of the then applicable Term (including any extended or renewal term) a resolution stating that such then applicable term shall not be extended or renewed; provided further, notwithstanding the foregoing, if a Change in Control occurs during any Term, the Term of this Agreement shall be extended to the second anniversary of the date of such Change in Control if the then applicable Term is set to expire prior to such anniversary and upon such anniversary automatic one-year renewal terms shall begin again unless and until the Board of Directors of Arch Chemicals (or the Compensation Committee thereof) acts otherwise as aforesaid.

(e)" Termination" means if:

(i) Within 18 months following a Change in Control, you are discharged by the Company (or any of its subsidiaries) other than for Cause; or (ii) You terminate your employment within 24 months following a Change in Control in the event that:

(1) the Company requires you to relocate your then office to an area which is not within reasonable commuting distance, on a daily basis, from your then residence, except the requirement to relocate your office to the Company' s corporate headquarters wherever located prior to the Change in Control, is not a basis for Termination if (a) in the transfer, the Company reimburses you fully for all your relocation costs consistent with its past practice in effect prior to a Change in Control and (b) you are not age 55 or older with at least ten years of creditable service under a Company retirement plan either prior to the Change in Control or at the time of the required relocation;

(2) the Company reduces your base salary or fails to increase your base salary on a basis consistent (as to frequency and amount) with the Company' s exempt salary system as in effect immediately prior to the Change in Control;

(3) the Company fails to continue your participation in its benefit plans (including incentive compensation


3 and stock options) on substantially the same basis, both in terms of the amount of the benefits provided (other than due to the Company' s or a relevant operation' s financial or stock price performance provided such performance is a relevant criterion under such plan) and the level of your participation relative to other participants as exists on the date hereof; provided that, with respect to annual and long term incentive compensation plans, the basis with which your amount of benefits and level of participation shall be compared shall be the average benefit awarded to you under the relevant plan during the three years immediately preceding the date of Termination; or

(4) your duties, position or reporting responsibilities are diminished.

3. (a) In the event of a T ...