Document

The individual (the “Grantee”) named in the accompanying communication for [YEAR] grants has been granted a stock appreciation right (this “SAR” or this “Award”) with respect to a specified number of shares of Dow Inc. common stock, par value $0.01 per share (the “Shares”), as set forth in the Notice. As used herein, “Notice” means, collectively, (i) the Compensation Statement provided to the Grantee by the Company annually via Workday and (ii) the documents provided as part of grant acceptance. This SAR is subject to the provisions of the Dow Inc. 2019 Stock Incentive Plan, as amended (the “Plan”), the Notice, and the Stock Appreciation Right Award Agreement (together with the Notice, the “Agreement”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings assigned to such terms in the Plan. This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

1.Grant of SAR. The Company has granted to the Grantee, as of the Date of Grant specified in the Notice, a stock appreciation right with respect to the number of Shares set forth in the Notice, which is a right to receive, for each such Share, a cash payment based on the appreciation between the Exercise Price specified in the Notice and the Fair Market Value of a Share on the exercise date, subject to the provisions of the Plan and this Agreement.

2.Vesting and Exercisability. Subject to Sections 3, 4, and 6 below, this SAR shall vest and become exercisable in accordance with the vesting schedule set forth in the Notice and shall immediately cease to vest or become exercisable upon the date the Grantee’s Continuous Service is terminated for any or no reason (such date, the “Termination Date”) and shall be treated as set forth in Section 3, below. Upon exercise of this SAR, the related stock option to purchase Shares (if any) shall be canceled automatically to the extent of the number of Shares covered by such exercise. Conversely, if a related stock option to purchase Shares is exercised, this SAR shall be cancelled automatically to the extent of the number of shares covered by such option exercise.

a.Default Rule. Unless otherwise provided in Section 3(b) through (f), if the Grantee’s Continuous Service terminates for any reason or no reason, (i) any vested portion of this SAR that remains unexercised as of the ninetieth (90th) day after the Termination Date shall be immediately canceled and forfeited by the Grantee as of such date (or, if earlier, the Date of Expiration set forth in the Notice) and (ii) any unvested portion of this SAR shall be immediately canceled and forfeited by the Grantee as of the Termination Date.

i.Vesting. If the Grantee’s Continuous Service terminates due to death, any unvested portion of this SAR shall become fully vested and exercisable as of the Termination Date. If the Grantee’s Continuous Service terminates due to Disability, this SAR shall continue to vest and become exercisable in accordance with the vesting schedule set forth in the Notice, as if the Grantee had remained in Continuous Service through the last day of the vesting period set forth in the Notice.

i.Grants Prior to Year of Termination. If the Date of Grant was in a calendar year prior to the calendar year in which the Termination Date occurs, this SAR shall become exercisable in accordance with the vesting schedule set forth in the Notice, as if the Grantee had remained in Continuous Service through the last day of the vesting period set forth in the Notice.

ii.Grants in Year of Termination. If the Termination Date occurs in the same calendar year as the Date of Grant and the Grantee has been in Continuous Service for at least six months during such calendar year, this SAR shall vest and become exercisable only with respect to the number of Shares determined by multiplying the total number of Shares subject to this SAR by a fraction, the numerator of which is the number of completed calendar months in such calendar year during which the Grantee remained in Continuous Service, and the denominator of which is twelve. Such prorated portion shall vest and become exercisable ratably in accordance with the vesting schedule set forth in the Notice. The remaining unvested portion of this SAR (if any) shall be immediately canceled and forfeited without consideration as of the Termination Date. If the Grantee has been in Continuous Service for less than six months during such calendar year, this SAR shall be immediately canceled and forfeited without consideration as of the Termination Date.

iv.Involuntary Separation from Service (After Meeting Age and Service Requirements). Notwithstanding anything to the contrary in this Agreement, and for the avoidance of doubt, if the Grantee has satisfied the Age and Service Requirements and terminates Continuous Service involuntarily in a manner that makes the Grantee entitled to receive severance benefits pursuant to a severance plan maintained by the Company or a Subsidiary, and the Grantee satisfies all conditions applicable to the payment of such severance (including, without limitation, any release condition), then this SAR shall be subject to the treatment set forth in subparagraphs (i)-(iii) above, and not the treatment described in Section 3(d) below. For the avoidance of doubt, if the Grantee has satisfied the Age and Service Requirements and terminates Continuous Service for any of the reasons described in Sections 3(b), 3(e), or 3(f), then this SAR shall be subject to the treatment set forth in such section, and not the treatment set forth in paragraphs (i)-(iii) above.]1

d.Involuntary Separation from Service [(Without Meeting Age and Service Requirements)]2. If the Grantee’s Continuous Service terminates in a manner that makes the Grantee entitled to receive severance benefits pursuant to a severance plan maintained by the Company or a Subsidiary, and the Grantee satisfies all conditions applicable to the payment of such severance (including without limitation any release condition), but the Grantee does not satisfy the Age and Service Requirements, this SAR shall be treated as follows:

i.Grants Prior to Year of Termination. If the Date of Grant was in a calendar year prior to the calendar year in which the Termination Date occurs, then this SAR shall vest on a pro-rata basis determined by multiplying the number of Shares subject to this SAR by a fraction, the numerator of which is the number of completed calendar months worked during the vesting period, and the denominator of which is equal to the number of months in the vesting period. Such prorated portion shall vest and become exercisable ratably in accordance with the vesting schedule set forth in the Notice. The remaining

ii.Grants in Year of Termination. If the Termination Date occurs in the same calendar year as the Date of Grant and the Grantee has been in Continuous Service for at least six months during such calendar year, this SAR shall vest and become exercisable only with respect to the number of Shares determined by multiplying the total number of Shares subject to this SAR by a fraction, the numerator of which is the number of completed calendar months in such calendar year during which the Grantee remained in Continuous Service, and the denominator of which is equal to the number of months in the vesting period. Such prorated portion shall vest and become exercisable ratably in accordance with the vesting schedule set forth in the Notice. The remaining unvested portion of this SAR (if any) shall be immediately canceled and forfeited without consideration as of the Termination Date. If the Grantee has been in Continuous Service for less than six months during such calendar year, this SAR shall be immediately canceled and forfeited without consideration as of the Termination Date.

iv.Special Circumstances. If the Grantee’s Continuous Service terminates in a manner that does not entitle the Grantee to receive any severance benefits from a severance plan maintained by the Company or a Subsidiary, this SAR may be treated in the manner set forth in Section 3(d)(i), but only if the Grantee and the Company have executed a written separation agreement providing that this SAR shall receive such treatment.

i.Termination Due to Divestiture – Hired by Purchaser. If the Grantee’s Continuous Service terminates in connection with a divestiture, sale, or other transaction, and the Grantee either (x) continues in employment with the divested entity following the closing of a stock transaction, or (y) is offered and accepts employment with the purchaser in connection with an asset transaction, then this SAR shall be treated as follows:

1.If the Date of Grant was in a calendar year prior to the calendar year in which the Termination Date occurs, then this SAR shall continue to vest and become exercisable in accordance with the vesting schedule set forth in the Notice, as if the Grantee had remained in Continuous Service through the last day of the vesting period set forth in the Notice.

2.If the Termination Date occurs in the same calendar year as the Date of Grant, this SAR shall vest and become exercisable only with respect to the number of Shares determined by multiplying the total number of Shares subject to this SAR by a fraction, the numerator of which is the number of completed calendar months in such calendar year during which the Grantee remained in Continuous Service, and the denominator of which is twelve. Such prorated portion shall vest and become exercisable ratably in accordance with the vesting schedule set forth in the Notice. The remaining unvested portion of this SAR (if any) shall be immediately canceled and forfeited without consideration as of the Termination Date.

ii.Termination Due to Divestiture – Offer Declined. If the Grantee’s Continuous Service terminates in connection with a divestiture, sale, or other transaction, and the Grantee is offered but declines employment with the purchaser in such transaction, then this SAR shall be immediately canceled and forfeited without consideration as of the Termination Date.

iii.Transfer to Joint Venture – Less Than 50% Company Ownership. If the Grantee’s Continuous Service terminates because of the Grantee’s transfer to a joint venture in which the Company and its Subsidiaries own less than fifty percent (50%) of the outstanding voting securities of the joint venture entity, then this SAR shall be treated in the same manner as set forth in Section 3(e)(i) above. For the avoidance of doubt, a secondment of the Grantee to a joint venture is not a termination for purposes of this Section 3(e)(iii).

iv.Transfer to a Joint Venture or Subsidiary – 50% or Greater Company Ownership. If the Grantee transfers employment to a joint venture or other entity in which the Company and its Subsidiaries own fifty percent (50%) or more of the outstanding voting securities of such entity, then this SAR shall continue in effect in accordance with and subject to the terms and conditions set forth in this Agreement. For the avoidance of doubt, a secondment of the Grantee to a joint venture is not a transfer for purposes of this Section 3(e)(iv).

5.Exercise of SAR. This SAR may be exercised, in whole or in part, to the extent vested at any time prior to the Date of Expiration (or, if earlier, the time this SAR is canceled and forfeited by the Grantee in accordance with Sections 2, 3, 4 or 6) by giving written notice of exercise to the Company in a manner designated by the Committee that specifies the number of shares of Common Stock subject to such exercise. Prior to such notice of exercise, and prior to the delivery of any payment pursuant to such exercise, the Grantee (or the Grantee’s beneficiary) shall make arrangements satisfactory to the Company for the payment of any taxes required to be withheld in connection with the exercise of this SAR under all applicable laws and regulations of any governmental authority, whether federal, state or local and whether domestic or foreign. The cash payment for the Shares subject to the exercise of this SAR shall be delivered to the Grantee as soon as administratively practicable following the Company’s receipt of the Grantee’s notice of exercise.

b.Clawback Policy. This Award is subject to the Dow Inc. Compensation Clawback Policy and any successor policy and any related policies adopted by the Company from time to time (the “Clawback Policy”). In addition, in consideration for this Award, the Grantee hereby agrees that all outstanding incentive awards that have been made to the Grantee under the Plan or otherwise are also subject to the Clawback Policy. For the avoidance of doubt, the Clawback Policy may provide for the forfeiture of this SAR or the recoupment of any Shares previously

c.Termination by the Grantee. If the Grantee terminates his or her employment with the Company and its Subsidiaries for any reason other than death, Disability or following the satisfaction of the Age and Service Requirements within the one-year period after this SAR is exercised, the Grantee shall pay to the Company the cash payment received for all Shares subject to such exercise. This requirement shall be waived only if the Company (or its duly appointed agent(s)) determines in its sole discretion that such waiver is in the best interests of the Company and its Subsidiaries.

d.Unpaid Leave of Absence. If the Grantee takes an unpaid leave of absence from the Company or any Subsidiary, the Committee may in its discretion take any action that is consistent with the terms of the Plan and applicable law, including but not limited to suspending vesting of the Award during the period of leave, or causing the Grantee to forfeit any unvested portion of this Award.

7.Beneficiary Designation. To the extent permitted by the Committee, the Grantee may designate a beneficiary (including a trust beneficiary) to receive any payment pursuant to the exercise of unexercised Shares following the Grantee’s death by identifying a beneficiary in writing in a manner designated by the Committee. Any such designation shall be effective upon receipt by the Company at any time prior to the Grantee’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights hereunder is subject to all terms and conditions of this Agreement and the Plan and to any additional restrictions deemed necessary or appropriate by the Committee. Subject to the foregoing, a beneficiary designation may be changed or revoked by the Grantee at any time, provided that the change or revocation is filed with and received by the Company prior to the Grantee’s death. No beneficiary designation, change, or revocation will be effective unless it is in writing in a manner designated by the Committee and received by the Company before the Grantee’s death. If the Grantee fails or is not permitted to designate a beneficiary, or if for any reason the designation is legally ineffective, or if no designated beneficiary survives to the date that distribution is payable, any amount due under the Plan to the Grantee shall be payable, in the following order: (1) to the Grantee’s legal spouse or Domestic Partner; (2) to the Grantee’s surviving Children in equal shares; or (3) to the Grantee’s estate. Upon the divorce of the Grantee, a prior designation of a legal spouse as a beneficiary shall be automatically null and void, and the Plan shall not be liable to the former spouse.

10.Payment of Taxes. The Grantee will, no later than the date of exercise of this SAR, pay to the Company, or make other arrangements satisfactory to the Committee regarding payment of, any federal, state, local, or non-U.S. taxes of any kind that the Company determines is sufficient to satisfy such withholding tax requirements with respect to the Shares subject to such exercise. If the Grantee fails to do so, then the Company shall withhold from the cash payment deliverable upon exercise as may be necessary to cover such tax obligations. Notwithstanding anything to the contrary in the Plan or the Agreement, if the Grantee is subject to Section 16 of the Exchange Act (pursuant to Rule 16a-2 promulgated thereunder), at the time that all or any portion of this SAR becomes subject to tax of any kind (including, but not limited to, federal, state, local, or non-U.S. income or employment tax), then the

13.Plan Controls. The terms contained in the Plan are hereby incorporated into and made a part of this Agreement, and this Agreement shall be governed by and construed in accordance with the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, or as to matters as to which this Agreement is silent, the provisions of the Plan shall be controlling and determinative.

14.Entire Agreement. Subject to the following sentence, this Agreement and the Plan constitute the entire agreement between the parties and supersede all prior agreements and understandings relating to the subject matter of this Agreement and the Plan. Notwithstanding the foregoing sentence, this Agreement does not supersede any agreement between the Grantee and the Company and/or its Affiliates that imposes non-competition, non-disclosure, non-solicitation, or other obligations on the Grantee. The terms of any such agreement described in the preceding sentence shall remain in full force and shall not be affected by the terms of this Agreement.

17.Reformation. It is the intention of the Grantee and the Company that if any of the restrictions, limitations, or obligations of the Grantee set forth in this Agreement are found by a court of competent jurisdiction to be overly broad, unreasonable, or otherwise unenforceable then these restrictions, limitations, or obligations shall be modified and enforced to the greatest extent that the court deems permissible.

18.Successors and Third-Party Beneficiaries. This Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Agreement and the Plan. Each of the Company’s Affiliates shall be deemed to be a third-party beneficiary under this Agreement. The provisions of this Agreement extend to these third-party beneficiaries.

19.Notice. Notices and communications under this Agreement must be in writing (and in the case of notices by the Company, any such notice must be made by an individual authorized by the Committee to communicate regarding the subject of the notice) and unless provided otherwise in this Agreement or by the Committee, either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: General Counsel, Dow Inc., 2211 H.H. Dow Way, Midland, MI 48674, U.S.A., or any other address designated by the Company in a written notice to the Grantee. Notices to the Grantee will be directed to the address of the Grantee then currently on file with the Company, or at any other address given by the Grantee in a written notice to the Company.

20.Whistleblower Protections. Nothing in this Agreement, any other agreement, or policy of the Company or its Affiliates is intended, or should be interpreted, to prohibit the Grantee from (1) reporting possible violations of federal law or regulation to any government agency or entity, (2) making any disclosures that are protected under the whistleblower provisions of federal law or regulation, or (3)

21.Data Privacy. The Grantee acknowledges and agrees that the Company and its Affiliates will process and retain certain personal data for the purposes of (1) calculating Awards, (2) monitoring Award terms and conditions, and (3) otherwise administering the Plan and Awards made under it. Such personal data may include, among other things, the Grantee’s address, email address, social security number, pay data, job title, and employment dates. The Grantee consents to such processing, and to the sharing of such personal data with the Company, its Affiliates, its agents, its advisers, its regulators, and tax authorities, wherever appropriate.

22.Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company. The Grantee also agrees that all online acknowledgements shall have the same force and effect as a written signature.

23.Addendum. Notwithstanding the provisions in this Agreement, if the Grantee resides and/or works outside the United States, this SAR shall be subject to the special terms and conditions set forth in the addendum to this Agreement (the “Addendum”). Moreover, if the Grantee relocates to one of the jurisdictions included in the Addendum, the special terms and conditions for such jurisdiction will apply to the Grantee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Addendum constitutes a part of this Agreement.