STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2016

Share-based Compensation, Allocation and Classification in Financial Statements [Abstract]

A complete description of the Company's stock-based compensation plans can be found in Note 21 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Employee Stock Purchase Plan

The Company grants stock-based compensation to employees under The Dow Chemical Company 2012 Employee Stock Purchase Plan (the "2012 ESPP"). Under the 2016 annual offering of the 2012 ESPP, most employees were eligible to purchase shares of common stock of the Company valued at up to 10 percent of their annual base salary. The value is determined using the plan price multiplied by the number of shares subscribed to by the employee. The plan price of the stock is set at an amount equal to at least 85 percent of the fair market value (closing price) of the common stock on a date during the fourth quarter of the year prior to the offering, or the average fair market value (closing price) of the common stock over a period during the fourth quarter of the year prior to the offering, in each case, specified by the Vice President of Human Resources.

During the first quarter of 2016, employees subscribed to the right to purchase 2.1 million shares of the Company's common stock with a weighted-average exercise price of $40.44 per share and a weighted-average fair value of $3.40 per share under the 2012 ESPP.

Stock Incentive Plan

The Company also grants stock-based compensation to employees and non-employee directors under The Dow Chemical Company Amended and Restated 2012 Stock Incentive Plan (the "2012 Plan"). Most of the Company's stock-based compensation awards are granted in the first quarter of each year. There was minimal employee grant activity in the second and third quarters of 2016.

During the first quarter of 2016, the Company granted the following stock-based compensation awards to employees under the 2012 Plan:


•	3.0 million stock options with a weighted-average exercise price of $46.01 per share and a weighted-average fair value of $10.95 per share;


•	2.1 million shares of deferred stock with a weighted-average fair value of $46.01 per share; and


•	2.3 million shares of performance deferred stock with a weighted-average fair value of $52.68 per share.

During the second quarter of 2016, the Company granted the following stock-based compensation awards to non-employee directors under the 2012 Plan:


•	32,160 shares of restricted stock with a weighted-average fair value of $50.55 per share.

Total unrecognized compensation cost at September 30, 2016, is provided in the following table:



Total Unrecognized Compensation Cost at September 30, 2016	Unrecognized Compensation Cost		Remaining Weighted-average Recognition Period (Years)
In millions	Unrecognized Compensation Cost		Remaining Weighted-average Recognition Period (Years)
Unvested stock options	$	24	.76
Deferred stock awards	$	99	.86
Performance deferred stock awards	$	108	.78

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

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