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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 ON
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-1070
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Olin Corporation
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(Exact name of registrant as specified in its charter)
Virginia 13-1872319
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 Merritt 7, Norwalk, CT 06851
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(Address of principal executive offices) (Zip Code)
(203) 750-3000
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(Registrant's telephone number, including area code)
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(Former name, address, and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No_____
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As of July 31, 1999, there were outstanding 45,248,494 shares of the
registrant's common stock.
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EXPLANATORY NOTE
The purpose of this amendment is to correct minor errors included in
Exhibit 10(n) as previously filed.
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits
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10(n) 1997 Stock Plan for Non-Employer Directors as Amended
Effective July 29, 1999.
12 Computation of Ratio of Earnings to Fixed Charges
(Unaudited).
27 Financial Data Schedule.
(b) Reports on Form 8-K
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No reports on Form 8-K were filed during the quarter ended June
30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OLIN CORPORATION
(Registrant)
By: /s/ A.W. Ruggiero
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A. W. Ruggiero
Executive Vice President and
Chief Financial Officer
(Authorized Officer)
Date: October 22, 1999
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EXHIBIT INDEX
Exhibit No. Description
10(n) 1997 Stock Plan for Non-Employee Directors as Amended Effective July 29,
1999.
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Exhibit 10(n)
OLIN CORPORATION
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(As Amended Effective July 29, 1999)
1. Purpose. The purpose of the Olin Corporation 1997 Stock Plan for Non-
employee Directors the ("Plan") is to promote the long-term growth and financial
success of Olin Corporation by attracting and retaining non-employee directors
of outstanding ability and by promoting a greater identity of interest between
its non-employee directors and its shareholders. The Plan is amended and
restated to reflect the distribution to Olin's shareholders of all of the
outstanding shares of common stock of Arch Chemicals, Inc., effective as of the
date of such distribution.
2. Definitions. The following capitalized terms utilized herein have the
following meanings:
"Annual Grant Participant" means a Non-employee Director who is not
eligible for any other pension benefits from the Company, including, but
not limited to, benefits from the Olin Employees Pension Plan, the Olin
Senior Executive Pension Plan or another pension plan of the Company.
"Arch" means Arch Chemicals, Inc., a Virginia corporation and any
successor.
"Arch Common Stock" means shares of common stock of Arch, par value
$1.00 per share.
"Arch Director" means a non-employee director of the board of
directors of Arch.
"Arch Stock Account" means the Stock Account to which phantom shares
of Arch Common Stock are credited.
"Arch Directors' Plan" means the Arch Chemicals, Inc. 1999 Stock Plan
for Non-employee Directors.
"Board" means the Board of Directors of the Company.
"Cash Account" means an account established under the Plan for a Non-
employee Director to which cash meeting fees and retainers have been or are
to be credited in the form of cash.
"Change in Control" means any of the following: (i) the Company
ceases to be, directly or indirectly, owned by at least 1,000 shareholders;
(ii) a person, partnership,
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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 1934 Act, other than the Company, a majority-owned subsidiary of the
Company or an employee benefit plan of the Company or such subsidiary (or
such plan's related trust), become(s) the "beneficial owner" (as defined in
Rule 13d-3 under the 1934 Act) of 20% or more of the then outstanding
voting stock of the Company; and (iii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board
(together with any new director whose election by the Board or whose
nomination for election by the Company's shareholders 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.
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" means the Compensation Committee (or its successor) of the
Board.
"Common Stock" means the Company's Common Stock, $1.00 par value per
share.
"Company" means Olin Corporation, a Virginia corporation, and any
successor.
"Credit Date" means the first day of each calendar quarter, beginning
with January 1, 1998.
"Distribution" means the distribution of all outstanding shares of
Arch Common Stock to the shareholders of the Company.
"Distribution Date" means the dividend payment date fixed by the Board
for the Distribution.
"Excess Retainer" means with respect to a Non-employee Director the
amount of the full annual cash retainer payable to such Non-employee
Director from time to time by the Company for service as a director in
excess of $25,000, if any; provided that in the event the annual cash
retainer is prorated to reflect that such Non-employee Director did not
serve as such for the full calendar year, the $25,000 shall be similarly
prorated.
"Fair Market Value" means, with respect to a date, on a per share
basis, with respect to phantom shares of Common Stock or Arch Common Stock,
the average of the high and the low price of a share of Common Stock or
Arch Common Stock, as the case may be, as reported on the consolidated tape
of the New York Stock Exchange on such
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date or if the New York Stock Exchange is closed on such date, the next
succeeding date on which it is open.
"Interest Rate" means the rate of interest equal to the Company's
before-tax cost of borrowing as determined from time to time by the Chief
Financial Officer, the Treasurer or the Controller of the Company (or in
the event there is no such borrowing, the Federal Reserve A1/P1 Composite
rate for 90-day commercial paper plus 10 basis points, as determined by any
such officer) or such other rate as determined from time to time by the
Board or the Committee.
"l934 Act" means the Securities Exchange Act of 1934, as amended from
time to time.
"1994 Plan" means the 1994 Stock Plan for Non-employee Directors as in
effect on October 1, 1997.
"Non-employee Director" means a member of the Board who is not an
employee of the Company or any subsidiary thereof.
"Olin Stock Account" means the Stock Account to which phantom shares
of Common Stock are credited from time to time.
"One-time Grant Participant" means a Director with an accrued benefit
under the Retirement Plan, as shown on Exhibit 1 hereto; provided such
Director waives his or her rights with respect to the Retirement Plan.
(See Exhibit 1 for the present value of each such Director's accrued
benefit as of December 31, 1996.)
"Plan" means this Olin Corporation 1997 Stock Plan for Non-employee
Directors as amended from time to time.
"Prior Plans" means the 1994 Plan and all of the Corporation's other
directors' compensation plans, programs, or arrangements which provided for
a deferred cash or stock account.
"Retirement Date" means the date the Non-employee Director ceases to
be a member of the Board for any reason; provided that a Non-employee
Director will not be considered to have incurred a Retirement Date if he
ceases to be a Non-employee Director to become an Arch Director.
"Retirement Plan" means the Retirement Plan for Non-employee Directors
of Olin Corporation as in effect on December 31, 1996.
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"Stock Account" means an account established under the Plan for a Non-
employee Director to which shares of Common Stock and Arch Common Stock
have been or are to be credited in the form of phantom stock, which shall
include the Olin Stock Account and the Arch Stock Account.
3. Term. The Plan became effective January 1, 1997. Once effective, the
Plan shall operate and shall remain in effect until terminated by action of the
Board as provided in Section 9 hereof. The Plan was amended and restated
effective October 2, 1997, and again effective as of the Distribution Date.
4. Administration. Full power and authority to construe, interpret and
administer the Plan shall be vested in the Committee. Decisions of the
Committee shall be final, conclusive and binding upon all parties.
5. Participation. All Non-employee Directors shall participate in the
Plan.
6. Grants and Deferrals.
(a) Annual Stock Grant. Subject to the terms and conditions of the
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Plan, on January 1 of each year, each Non-employee Director shall be credited
with a number of shares of Common Stock with an aggregate Fair Market Value, as
of the last trading day prior to such January 1, equal to $24,000, rounded to
the nearest 100 shares. To be entitled to such credit in any calendar year, a
Non-employee Director must be serving as such on January 1 of such year;
provided, however, that in the event a person becomes a Non-employee Director
subsequent to January 1 of a calendar year, such Non-employee Director, on the
first day of the calendar month following his or her becoming such, shall be
credited with that number of shares (rounded up to the next whole share in the
event of a fractional share) of Common Stock equal to one-twelfth of the number
of shares issued to each other Non-employee Director on January 1 of such year,
multiplied by the number of whole calendar months remaining in such calendar
year following the date he or she becomes a Non-employee Director. Actual
receipt of shares shall be deferred and each eligible Non-employee Director
shall receive a credit to his or her Olin Stock Account in the amount of such
shares and on the date of such credit. A Non-employee Director may elect in
accordance with Section 6(f) to defer to his or her Olin Stock Account receipt
of all or any portion of such shares to a date or dates on or following such
Non-employee Director's Retirement Date. Except with respect to any shares the
director has so elected to defer, certificates representing such shares shall be
delivered to the Non-employee Director (or in the event of death, to his or her
beneficiary designated pursuant to Section 6(i) as soon as practicable following
his or her Retirement Date.
(b) Annual Retainer Stock Grant. Subject to the terms and conditions
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of the Plan, on each January 1 of each year beginning with 1998, each Non-
employee Director who is such on such date shall receive that number of shares
(rounded up to the next whole share) of
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Common Stock having an aggregate Fair Market Value on such date of $25,000. In
the event a person becomes in a calendar year a Non-employee Director subsequent
to January 1 and has not received the annual stock retainer for such calendar
year, such person, on the first day of the calendar month following his or her
becoming such, shall receive that number of shares (rounded up to the next whole
share in the event of a fractional share) of Common Stock having an aggregate
Fair Market Value on such first day of an amount equal to $2,084 times the
number of whole calendar months remaining in such calendar year following the
date he or she becomes a Non-employee Director. The annual cash retainer payable
to the Non-employee Director shall be reduced by the aggregate Fair Market Value
of the shares the Non-employee Director receives or defers as the annual
retainer stock grant (excluding any rounding of fractional shares) on the date
the Non-employee Director becomes entitled to receive shares under this Section
6(b) for such calendar year. A Non-employee Director may elect to defer receipt
of all or any portion of such shares in accordance with Section 6(f). Except
with respect to any shares the director has so elected to defer, certificates
representing such shares shall be delivered to such Non-employee Director as
soon as practicable following the date as of which the shares are awarded.
(c) One-time Stock Grant. Subject to the terms and conditions of the
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Plan, each One-time Grant Participant shall be credited as of January 15, 1997,
with that number of shares (rounded up to the next whole share in the event of a
fractional share) of Common Stock equal to the present value of his or her
accrued benefit under the Retirement Plan, divided by the Fair Market Value per
share on January 15, 1997. Actual receipt of all shares credited under this
Section 6(c) shall be deferred and each One-time Grant Participant shall receive
a credit to his or her Olin Stock Account in the amount of such credit on
January 15, 1997. A One-time Grant Participant may elect in accordance with
Section 6(f) to defer receipt of all or any portion of such shares to a date or
dates following such One-time Grant Participant's Retirement Date. Except with
respect to any shares so deferred, certificates representing such shares shall
be delivered to the One-time Grant Participant (or in the event of death, to his
or her beneficiary designated pursuant to Section 6(i)) as soon as practicable
following his or her Retirement Date.
(d) Election to Receive Meeting Fees and Excess Retainer in Stock in
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Lieu of Cash. Subject to the terms and conditions of the Plan, a Non-employee
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Director may elect to receive all or a portion of the director meeting fees and
all or a portion of the Excess Retainer payable in cash by the Company for his
or her service as a director for the calendar year in the form of shares of
Common Stock. Such election shall be made in accordance with Section 6(f). The
number of shares (rounded up to the next whole share in the event of a
fractional share) for a calendar year payable to a Non-employee Director who so
elects to receive all or a portion of the Excess Retainer in the form of shares
for such year shall be paid on January 1 (or in the case of proration, when the
annual stock retainer is to be paid or credited) equal to the amount of Excess
Retainer which has been elected to be paid in shares divided by the Fair Market
Value per share on January 1 of such calendar year (or in the case of a Non-
employee Director who becomes such after January 1, on the first day of the
calendar month following the day such new Non-employee Director became such).
The number of shares (rounded up to the next whole share in
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the event of a fractional share) for a calendar quarter payable to a Non-
employee Director who so elects to receive meeting fees in the form of shares
shall be equal to the aggregate Fair Market Value on the Credit Date following
such quarter of the director meeting fees which have been earned in such quarter
and which are elected to be paid in shares. Except with respect to any shares
the director has elected to defer, certificates representing such shares shall
be delivered to the Non-employee Director as soon as practicable following the
date as of which the Excess Retainer and/or meeting fees would have been paid in
cash absent an election hereunder.
(e) Deferral of Meeting Fees and Excess Retainer. Subject to the
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terms and conditions of the Plan, a Non-employee Director may elect to defer all
or a portion of the shares payable under Section 6(d) and all or a portion of
the director meeting fees and Excess Retainer payable in cash by the Company for
his or her service as a director for the calendar year. The amount of the
Excess Retainer deferred in cash shall be credited on January 1 (or in the case
of proration, on the first day of the next calendar month following the day such
new Non-employee Director becomes such). Such election shall be made in
accordance with Section 6(f). A Non-employee Director who elects to so defer
shall have any deferred shares deferred in the form of shares of Common Stock
and any deferred cash fees and retainer deferred in the form of cash.
(f) Elections.
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(1) Deferrals. All elections under Sections 6(a), 6(b), 6(c), 6(d),
6(e), 6(f)(2) and 6(f)(3) shall (A) be made in writing and delivered to the
Secretary of the Company and (B) be irrevocable. All Non-employee Director
elections for payments in cash or stock or for deferrals shall be made
before January 1 of the year in which the shares of Common Stock or
director's fees and retainer are to be earned (or, in the case of an
individual who becomes a Non-employee Director during a calendar year,
prior to the date of his or her election as a director). All One-time
Grant Participant elections shall be made before December 31 of the year
prior to the year in which the shares of Common Stock are to be granted
(or, in the case of an individual who becomes an Annual Grant Participant
during a calendar year, before the last day of the calendar month of his or
her becoming such). Deferral elections shall also (A) specify the portions
(in 25% increments) to be deferred and (B) specify the future date or dates
on which deferred amounts are to be paid, or the future event or events
upon the occurrence of which the deferred amounts are to be paid, and the
method of payment (lump sum or annual installments (up to 10)). However,
Non-employee Directors may elect to defer all of his or her cash dividends
on the Stock Account in whole and not in part and all of his or her
interest on the Cash Account in whole but not in part. Installment
payments from an Account shall be equal to the Account balance (expressed
in shares in the case of the Stock Account, otherwise the cash value of the
Account) at the time of the installment payment times a fraction, the
numerator of which is one and the denominator of which is the number of
installments not yet paid. Fractional shares to be paid in any installment
shall be rounded up to the next whole share. In the event of an election
under Section 6(d) for director meeting fees
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or Excess Retainer to be paid in shares of Common Stock, the election shall
specify the portion (in 25% increments) to be so paid. Any change with
respect to the terms of a Non-employee Director's election for (A) amount
or form of any future deferral or the form of payment of any director
compensation hereunder may be made at any time prior to such compensation
being earned (and in the case of quarterly fees, prior to the start of the
quarter in which the fees are to be earned) and (B) the timing (which
timing may not accelerate a distribution date) or amount of payments from
any Account shall only be effective if made at least six months prior to
the payout and in the calendar year prior to the calendar year payout is to
occur.
(2) Olin Stock Account. On the Credit Date (or in the case of a
proration, on the first day of the appropriate calendar month), a Non-
employee Director who has elected to defer shares under Sections 6(b) or
6(e) shall receive a credit to his or her Olin Stock Account. The amount
of such credit shall be the number of shares so deferred (rounded to the
next whole share in the event of a fractional share). A Non-employee
Director may elect to defer the cash dividends paid on his or her Stock
Account in accordance with Section 6(f)(4).
(3) Cash Account. On the Credit Date or in the case of the
Excess Retainer, on the day on which the Non-employee Director is entitled
to receive such Excess Retainer, a Non-employee Director who has elected to
defer cash fees and/or the Excess Retainer under Section 6(e) in the form
of cash shall receive a credit to his or her Cash Account. The amount of
the credit shall be the dollar amount of such Director's meeting fees
earned during the immediately preceding quarterly period or the amount of
the Excess Retainer to be paid for the calendar year, as the case may be,
and in each case, specified for deferral in cash. A Non-employee Director
may elect to defer interest paid on his or her Cash Account in accordance
with Section 6(f)(4).
(4) Dividends and Interest. Each time a cash dividend is paid
on Common Stock or Arch Common Stock, a Non-employee Director who has
shares of such stock credited to his or her Stock Account shall be paid on
the dividend payment date such cash dividend in an amount equal to the
product of the number of shares credited to the Non-employee Director's
Olin Stock Account or Arch Stock Account, as the case may be, on the record
date for such dividend times the dividend paid per applicable share unless
the director has elected to defer such dividend to his or her applicable
Stock Account as provided herein. If the Non-employee Director has elected
to defer such dividend, he or she shall receive a credit for such dividends
on the dividend payment date to his or her Olin Stock Account or Arch Stock
Account, as the case may be. The amount of the dividend credit shall be
the number of shares (rounded to the nearest one-thousandth of a share)
determined by multiplying the dividend amount per share by the number of
shares credited to such director's applicable Stock Account as of the
record date for the dividend and dividing the product by the Fair Market
Value per
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share of Common Stock or Arch Common Stock, as the case may be, on the
dividend payment date. A Non-employee Director who has a Cash Account shall
be paid directly on each Credit Date interest on such account's balance at
the end of the preceding quarter, payable at a rate equal to the Interest
Rate in effect for such preceding quarter unless such Non-employee Director
has elected to defer such interest to his or her Cash Account, in which
case such interest shall be credited to such Cash Account on the Credit
Date.
(5) Payouts. Cash Accounts and the Arch Stock Account will be
paid out in cash and Olin Stock Accounts shall be paid out in shares of
Common Stock unless the Non-employee Director elects at the time the
payment is due to take the Olin Stock Account in cash. Cash amounts and
certificates representing shares credited to the Olin Stock Account shall
be delivered to the Non-employee Director as soon as practicable following
the termination of the deferral and consistent therewith.
(g) No Stock Rights. Except as expressly provided herein, the
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deferral of shares of Common Stock or Arch Common Stock into a Stock Account
shall confer no rights upon such Non-employee Director, as a shareholder of the
Company or of Arch or otherwise, with respect to the shares held in such Stock
Account, but shall confer only the right to receive such shares credited as and
when provided herein.
(h) Change in Control. Notwithstanding anything to the contrary in
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this Plan or any election, in the event a Change in Control occurs, amounts and
shares credited to Cash Accounts (including interest accrued to the date of
payout) and Stock Accounts shall be promptly distributed to Non-employee
Directors except the Olin Stock Account shall be paid out in cash and not in the
form of shares of Common Stock. For this purpose, the cash value of the amount
in the Stock Account shall be determined by multiplying the number of shares
held in the Olin Stock Account or Arch Stock Account by the higher of (i) the
highest Fair Market Value of Common Stock or Arch Common Stock, as appropriate,
on any date within the period commencing 30 days prior to such Change in Control
and ending on the date of the Change in Control, or (ii) if the Change in
Control occurs as a result of a tender or exchange offer or consummation of a
corporate transaction, then the highest price paid per share of Common Stock or
Arch Common Stock, as appropriate, pursuant thereto.
(i) Beneficiaries. A Non-employee Director may designate at any time
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and from time to time a beneficiary for his or her Stock and Cash Accounts in
the event his or her Stock or Cash Account may be paid out following his or her
death. Such designation shall be in writing and must be received by the Company
prior to the death to be effective.
(j) Prior Plan Accounts. As of October 2, 1997, a Participant or any
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former Non-employee Director who had an existing account under any Prior Plan
shall automatically have such account transferred, in the case of an account
denominated in cash, to the Cash Account,
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and in the case of an account denominated in Olin Common Stock, to the Olin
Stock Account, to be maintained and administered pursuant to the terms and
conditions of this Plan; provided that prior annual 100- or 204-share grant
deferrals shall be treated as deferrals of 204-share grants under this Plan, the
$25,000 annual share grant under the 1994 Plan shall be treated as deferrals
under Paragraph 6(b) hereof and deferrals of meeting fees under all Prior Plans
and of the Excess Retainer under the 1994 Plan shall be treated as deferrals
under Paragraph 6(d) hereof. Prior elections and beneficiary designations under
the 1994 Plan and this Plan shall govern this Plan unless changed subsequent to
October 2, 1997.
(k) Adjustment for Distribution. Immediately prior to the
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Distribution, the terms of the phantom shares of Common Stock held in the Olin
Stock Account of each Non-Employee Director who will become an Arch Director
shall be amended to provide that such shares shall be paid out in cash based on
the Fair Market Value of such shares at the time of distribution to the Arch
Director. As of the Distribution Date, the Arch Stock Account of each Non-
Employee Director on such date shall be credited with the number of shares of
Arch Common Stock that the Non-Employee Director would have received in the
Distribution Date had the Non-Employee Director owned directly the number of
shares of Common Stock held in his or her Olin Stock Account. As of the
Distribution Date, the Cash Account and Stock Account of each Arch Director
(after giving effect to the adjustment described in this Section 6(k)) shall be
transferred to the Arch Directors' Plan provided that the Arch Director provides
the Company with a release, acceptable to the Committee, waiving all rights to
benefits under this Plan.
With respect to a Non-Employee Director who does not become an Arch
Director, shares credited to his or her Arch Stock Account shall be treated as
follows: (i) to the extent such shares represent a dividend on shares of Common
Stock credited pursuant to paragraph 6(a) of the Plan (or shares arising from
dividend equivalents thereon), such shares shall be deemed credited pursuant to
paragraph 6(a) of the Plan, (ii) to the extent such shares represent a dividend
on shares of Common Stock credited pursuant to paragraph 6(b) of the Plan (or
shares arising from dividend equivalents thereon), such shares shall be deemed
credited pursuant to paragraph 6(b) of the Plan, and (iii) to the extent such
shares represent a dividend on shares of Common Stock credited under paragraph
6(c) of the Plan (or shares arising from dividend equivalents thereon), such
shares shall be deemed credited pursuant to paragraph 6(c) of the Plan.
(l) Stock Account Transfers. A Non-Employee Director may elect from
-----------------------
time to time to transfer all or a portion (in 25% increments) of his or her Arch
Stock Account to his or her Olin Stock Account. The amount of phantom shares of
Common Stock to be credited to a Non-Employee Director's Olin Stock Account
shall be equal to the number of shares of Common Stock that could be purchased
if the number of phantom shares of Arch Common Stock in his or her Arch Stock
Account being transferred were sold and the proceeds reinvested in Common Stock
based on the Fair Market Value of each. Except as provided in Section 6(f)(4)
with respect to dividends or in Section 8, no additional contributions or
additions may be made to a Non-Employee Director's Arch Stock Account after the
Distribution Date.
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7. Limitations and Conditions.
(a) Total Number of Shares. The total number of shares of Common
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Stock that may be issued to Non-employee Directors under the Plan is 150,000.
Such total number of shares may consist, in whole or in part, of authorized but
unissued shares. The foregoing number may be increased or decreased by the
events set forth in Section 8 below. No fractional shares shall be issued
hereunder. In the event a Non-employee Director is entitled to a fractional
share, such share amount shall be rounded upward to the next whole share amount.
(b) No Additional Rights. Nothing contained herein shall be deemed
--------------------
to create a right in any Non-employee Director to remain a member of the Board,
to be nominated for reelection or to be reelected as such or, after ceasing to
be such a member, to receive any cash or shares of Common Stock under the Plan
which are not already credited to his or her accounts.
8. Stock Adjustments. In the event of any merger, consolidation, stock or
other non-cash dividend, extraordinary cash dividend, split-up, spin-off,
combination or exchange of shares or recapitalization or change in
capitalization, or any other similar corporate event, the Committee may make
such adjustments in (i) the aggregate number of shares of Common Stock that may
be issued under the Plan as set forth in Section 7(a) and the number of shares
that may be issued to a Non-employee Director with respect to any year as set
forth in Section 6(a) and the number of shares of Olin Common Stock or Arch
Common Stock, as the case may be, held in a Stock Account, (ii) the class of
shares that may be issued under the Plan and (iii) the amount and type of
payment that may be made in respect of unpaid dividends on shares of Arch Common
Stock or Common Stock whose receipt has been deferred pursuant to Section 6(f),
as the Committee shall deem appropriate in the circumstances. The determination
by the Committee as to the terms of any of the foregoing adjustments shall be
final, conclusive and binding for all purposes of the Plan.
9. Amendment and Termination. This Plan may be amended, suspended or
terminated by action of the Board. No termination of the Plan shall adversely
affect the rights of any Non-employee Director with respect to any amounts
otherwise payable or credited to his or her Cash Account or Stock Account.
10. Nonassignability. No right to receive any payments under the Plan or
any amounts credited to a Non-employee Director's Cash or Stock Account shall be
assignable or transferable by such Non-employee Director other than by will or
the laws of descent and distribution or pursuant to a domestic relations order.
The designation of a beneficiary under Section 6(i) by a Non-employee Director
does not constitute a transfer.
11. Unsecured Obligation. Benefits payable under this Plan shall be an
unsecured obligation of the Company.
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12. Rule 16b-3 Compliance. It is the intention of the Company that all
transactions under the Plan be exempt from liability imposed by Section 16(b) of
the 1934 Act. Therefore, if any transaction under the Plan is found not to be
in compliance with an exemption from such Section 16(b), the provision of the
Plan governing such transaction shall be deemed amended so that the transaction
does so comply and is so exempt, to the extent permitted by law and deemed
advisable by the Committee, and in all events the Plan shall be construed in
favor of its meeting the requirements of an exemption.
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Exhibit 1
Accrued Benefits Under the Retirement Plan
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for Non-Employee Directors of Olin Corporation
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<TABLE>
<CAPTION>
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Present Value of Accrued Benefit as of
Non-employee Director December 31, 1996
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<S> <C>
Richard E. Cavanagh $74,000
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William W. Higgins $144,000
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Suzanne Denbo Jaffe $90,000
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Jack D. Kuehler $181,000
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H. William Lichtenberger $144,000
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G. Jackson Ratcliffe $138,000
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William L. Read $253,000
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John P. Schaefer $155,000
==========================================================================
</TABLE>
16
