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EXHIBIT 10(r)
OLIN CORPORATION
2000 LONG TERM INCENTIVE PLAN
(As Amended through April 27, 2000)
Section 1. Purpose.
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The general purposes of the Olin Corporation 2000 Long Term Incentive Plan (the
"Plan") are to (i) attract and retain persons eligible to participate in the
Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve
long-range goals; (iii) provide incentive compensation opportunities that are
competitive with those of other similar companies; and (iv) further identify
Participants' interests with those of other shareholders of Olin Corporation
(together with any successor, "Olin") through compensation that is based on
Olin's common stock; and thereby promote the long-term financial interest of
Olin and its Affiliates, including growth in the value of Olin's equity and
enhancement of long-term shareholder return.
Section 2. Definitions.
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As used in the Plan:
(a) "Affiliate" means any corporation, partnership, joint venture or other
entity during any period in which Olin owns, directly or indirectly, at
least 50% of the total voting or profits interest.
(b) "Award" means any Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Performance Share or Dividend Equivalent granted
under the Plan.
(c) "Award Agreement" means any written agreement or other instrument or
document evidencing an Award granted under the Plan. The terms of any plan
or guideline adopted by the Board or the Committee and applicable to an
Award shall be deemed incorporated in and a part of the related Award
Agreement.
(d) "Board" means the Board of Directors of Olin.
(e) "Cash Flow" means consolidated net income of Olin, before the after-tax
effect of any special charge or gain or cumulative effect of any change in
accounting, plus depreciation and amortization, less capital and investment
spending and plus or minus changes in working capital.
(f) "Code" means the Internal Revenue Code of 1986, as amended. A reference to
any provision of the Code shall include reference to any successor
provision of the Code.
(g) "Committee" means a committee of the Board designated by the Board to
administer the Plan, each member of which is an "outside director" for
purposes of Section 162(m) of the Code and a "non-employee director" for
the purpose of Rule 16b-3, and, to the extent the Committee delegates
authority to one or more individuals in accordance with the Plan, such
individual(s).
(h) "Dividend Equivalent" means any right granted under Section 6(c)(ii) of the
Plan.
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(i) "Earnings Per Share" means, for a fiscal year, consolidated net income of
Olin before the after-tax effect of any special charge or gain or
cumulative effect of a change in accounting, divided by the weighted
average number of shares of common stock outstanding, on a fully diluted
basis.
(j) "Economic Value Added" means Olin's consolidated sales less its operating
costs (including tax) less a capital charge based on Olin's cost of capital
on assets employed in the business.
(k) "Employee" means any employee of Olin or of an Affiliate.
(l) "Fair Market Value" means, with respect to shares of Olin common stock, the
mean of the high and low per share sales prices of such common stock as
reported on the consolidated transaction reporting system for New York
Stock Exchange issues as of the relevant date, or the last preceding
trading date, if such Shares were not traded on such date, and, with
respect to any other property (including, without limitation, securities
other than Shares), the fair market value of such property determined by
such methods or procedures as shall be established from time to time by the
Committee.
(m) "Family Member" means any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-
law, including adoptive relationship, or any person sharing the
Participant's household, other than a tenant or employee.
(n) "Incentive Stock Option" means an option to purchase Shares granted under
the Plan that is intended to meet the requirements of Section 422 of the
Code.
(o) "Non-Qualified Stock Option" means an option to purchase Shares granted
under the Plan that is not intended to be an Incentive Stock Option.
(p) "Option" means an Incentive Stock Option or a Non-Qualified Stock Option.
(q) "Participant" means an Employee granted an Award under the Plan.
(r) "Performance Share" means any grant of a right to receive Shares which is
contingent on the achievement of performance or other objectives during a
specified period.
(s) "Person" means any individual, corporation, partnership, limited liability
company, association, joint venture, stock company, trust, unincorporated
organization, or government or political subdivision thereof.
(t) "Pre-Tax Profit" means, for a fiscal year, the consolidated income before
taxes of Olin, before any special charges or gains.
(u) "Released Securities" means securities that were Restricted Securities with
respect to which all applicable restrictions imposed under the terms of the
relevant Award have expired, lapsed or been waived or satisfied.
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(v) "Restricted Securities" means Awards of Restricted Stock or other Awards
under which outstanding Shares are held subject to certain restrictions.
(w) "Restricted Stock" means any grant of Shares, and "Restricted Stock Unit"
means the grant of a right to receive Shares in the future, with such
Shares or right to future delivery of Shares subject to a risk of
forfeiture or other restrictions that will lapse upon the achievement of
one or more goals relating to completion of service by the Participant, or
achievement of performance or other objectives, as determined by the
Committee.
(x) "Return on Capital" means consolidated net income of Olin plus after-tax
interest expense and the after-tax effect of any special charge or gain and
any cumulative effect of a change in accounting, divided by average
consolidated total assets of Olin less total non-interest-bearing
liabilities.
(y) "ROE" shall mean the consolidated net income of Olin before the after tax
effect of any special charge or gain and any cumulative effect of any
change in accounting, divided by average shareholders equity.
(z) "RONA" means Pre-tax Profit before interest expense divided by average
consolidated total assets of Olin less total non-interest-bearing
liabilities.
(aa) "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, or any
successor rule.
(bb) "Shares" means the common stock of Olin and such other securities or
property as may become the subject of Awards pursuant to an adjustment made
under Section 4(b) of the Plan.
(cc) "Stock Appreciation Right" or "SAR" means any such right granted under
Section 6(b) of the Plan.
Section 3. Administration.
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(a) Powers of Committee. The Plan shall be administered by the Committee which
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shall have full power and authority to: (i) designate Participants; (ii)
determine the Awards to be granted to Participants; (iii) determine the
number of Shares (or securities convertible into Shares) to be covered by
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled
or exercised in cash, Shares, other securities, other Awards, or other
property, or canceled, substituted, forfeited or suspended, and the method
or methods by which Awards may be settled, exercised, canceled,
substituted, forfeited or suspended, provided that no such action will
result in repricing of Options prohibited by Section 6(f)(ii); (vi)
determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property and other amounts
payable with respect to an Award under the Plan shall be deferred either
automatically or at the election of the Participant or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (viii) establish, amend,
suspend or waive such rules and guidelines and appoint such agents as it
shall deem appropriate for the administration of the Plan; and (ix) make
any other
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determination and take any other action that it deems necessary or
desirable for such administration.
(b) Committee Discretion. All designations, determinations, interpretations
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and other decisions with respect to the Plan or any Award shall be within
the sole discretion of the Committee and shall be final, conclusive and
binding upon all Persons, including Olin, any Affiliate, any Participants,
any holder or beneficiary of any Award, any shareholder and any employee of
Olin or of any Affiliate. The Committee's powers include the adoption of
modifications, amendments, procedures, subplans and the like as are
necessary to comply with provisions of the laws of other countries in which
Olin or an Affiliate may operate in order to assure the viability of Awards
granted under the Plan and to enable Participants employed in such other
countries to receive benefits under the Plan and such laws, provided that
no such action results in repricing of Options prohibited by Section
6(f)(ii).
(c) Board Authority. If the Committee does not exist, or for any other reason
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determined by the Board, the Board may take any action under the Plan that
would otherwise be the responsibility of the Committee.
(d) Delegation. Notwithstanding any provision of the Plan to the contrary,
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except to the extent prohibited by applicable law or the applicable rules
of a stock exchange, the Committee may delegate to one or more officers or
managers of Olin or any Affiliate, or a committee of such officers or
managers, the authority, subject to such terms and limitations as the
Committee shall determine, to grant Awards to, or to cancel, modify, waive
rights or conditions with respect to, alter, discontinue, suspend, or
terminate Awards held by, Employees who are not officers or directors of
Olin for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, provided that no such action shall result in repricing of Options
prohibited by Section 6(f)(ii).
(e) Prohibition on Option Repricing. Notwithstanding any other provision of
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the Plan, neither the Board nor the Committee may reprice, replace or
regrant any Option granted under the Plan or any other plan of Olin, (i)
through cancellation and replacement or regrant with lower priced options
or (ii) by lowering the option exercise price of a previously granted
award, without the prior approval of Olin's shareholders.
Section 4. Shares Available for Awards.
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(a) Shares Available. Subject to adjustment as provided in Section 4(b) of the
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Plan:
(i) The aggregate number of Shares available for granting Awards under the
Plan shall be 2,250,000. If an Award is denominated in or relates to
a security of Olin convertible into its Common Stock, the number of
shares of Common Stock into which such security shall be convertible
(calculated as of the date of grant of the Award, subject to
adjustment as provided in Section 4(b) hereof or under the terms of
such security) shall be deemed denominated in Shares and counted
against the aggregate number of Shares available for the granting of
Awards under the Plan.
(ii) For purposes of this Section 4(a):
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(A) To the extent any Shares covered by an Award are not delivered to
a Participant or beneficiary because the Award is forfeited or
canceled, or the Shares are not delivered because the Award is
settled in cash or used to satisfy the applicable tax withholding
obligation, such Shares shall not be deemed to have been
delivered for purposes of determining the maximum number of
Shares available for delivery under the Plan; and
(B) If the exercise price of any Option granted under the Plan is
satisfied by tendering Shares (by either actual delivery or by
attestation), only the number of Shares issued net of the Shares
tendered shall be deemed delivered for purposes of determining
the maximum number of Shares available for delivery under the
Plan.
(b) Adjustments. In the event of any change in the Shares by reason of stock
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dividends, stock splits, recapitalization, mergers, consolidations,
combinations or exchanges of shares, split-ups, split-offs, spin-offs,
liquidations or other similar changes in capitalization, or any
distributions to shareholders other than cash dividends, (i) the numbers,
class and prices of Shares covered by outstanding Awards under the Plan
(provided that no such adjustment shall result in repricing of Options
prohibited by Section 6(f)(ii) of the Plan), (ii) the aggregate number and
class of Shares available under the Plan, and (iii) the numbers and class
of Shares that may be the subject of Awards pursuant to Section 4(c), shall
be adjusted by the Committee, whose determination shall be conclusive.
(i) Without limiting the foregoing, in the event of any split-up, split-
off, spin-off or other distribution to shareholders of shares
representing a part of Olin's business, properties and assets, the
Committee may modify an outstanding Award so that such Award shall
thereafter relate to Shares of Olin and shares of capital stock of
the corporation owning the business, properties and assets so split-
up, split-off, spun-off or otherwise distributed to shareholders of
Olin in the same ratio in which holders of the Shares became entitled
to receive shares of capital stock of the corporation owning the
business, properties and assets so split-up, split-off or spun-off or
otherwise distributed, provided that no such action results in
repricing of Options prohibited by Section 6(f)(ii).
(ii) With respect to Awards of Incentive Stock Options, no such adjustment
shall be authorized to the extent that such authority would cause the
Plan to violate Section 422 of the Code or any successor provision
thereto, unless the holder of such Award of Incentive Stock Options
agrees to convert such options to Non-qualified Stock Options.
(iii) Notwithstanding the foregoing, a Participant to whom Dividend
Equivalents or dividend units have been awarded shall not be entitled
to receive a special or extraordinary dividend or distribution unless
the Committee shall have expressly authorized such receipt.
(c) Additional Restrictions. Subject to adjustment as provided in Section
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4(b), the following additional maximums are imposed under the Plan:
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(i) The maximum number of Shares that may be issued for Options intended
to be Incentive Stock Options shall be 900,000 Shares.
(ii) The maximum number of Shares that may be covered by Awards granted
to any one individual shall be 300,000 Shares during any calendar
year.
(iii) No more than 100,000 Shares may be subject to Restricted Stock
Awards, Restricted Stock Unit Awards and Performance Share Awards,
and no more than 300,000 Shares may be subject to Options and Stock
Appreciation Rights, granted to any one individual during any
calendar-year period (regardless of when such Shares are
deliverable) for any Award intended to be "performance-based
compensation" (as that term is used for purposes of Code Section
162(m)).
(iv) No more than 450,000 Shares may be subject to Restricted Stock
Awards, Restricted Stock Unit Awards and Performance Share Awards.
Section 5. Eligibility.
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Any Employee, including any officer or employee-director, of Olin or an
Affiliate shall be eligible to be designated a Participant, subject to any
restrictions imposed by applicable law. An Award may be granted to an Employee
prior to the date the Employee first performs services for the Company or the
Affiliate, provided that such Awards shall not become vested prior to the date
the Employee first performs such services.
Section 6. Awards.
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(a) Options. The Committee is authorized to grant Options to Participants with
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the following terms and conditions and with such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the
Committee shall determine:
(i) Exercise Price. The per Share exercise price shall be determined by
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the Committee; provided, however, that such exercise price shall not
be less than the Fair Market Value of a Share on the date of the
Option grant; provided that, if a Non-qualified Option is granted in
connection with the recipient's hiring, promotion or similar event,
the exercise price may be not less than the Fair Market Value of the
Shares on the date on which the recipient is hired or promoted (or
the similar event occurs), if the Option grant occurs not more than
90 days after the date of such event.
(ii) Option Term. The term of each Option shall be fixed by the
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Committee, provided that in no event shall the term of an Option be
more than a period of ten years from the date of its grant.
(iii) Exercise. The Committee shall determine the time or times at which
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an Option may be exercised in whole or in part, and the method or
methods by which, and the form or forms in which payment of the
exercise price with respect thereto may be made.
(iv) Incentive Stock Options. The terms of any Incentive Stock Option
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granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, or any
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successor provision thereto, and any regulations promulgated
thereunder. Without limiting the preceding sentence, the aggregate
Fair Market Value (determined at the time an option is granted) of
Shares with respect to which Incentive Stock Options are exercisable
for the first time by a Participant during any calendar year (under
the Plan and any other plan of the Participant's employer corporation
and its parent and subsidiary corporations providing for Options)
shall not exceed such dollar limitation as shall be applicable to
Incentive Stock Options under Section 422 of the Code or a successor
provision.
(v) Termination of Employment. In the event the employment of a
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Participant to whom an Option has been granted under the Plan shall
be terminated (other than by reason of the Participant's death or
disability), such Option may, subject to the provisions of the next
to last sentence of Section 6(a)(vi) be exercised (to the extent of
the number of shares that the Participant was entitled to purchase
under such Option at the termination of employment) at any time
within three months after such termination (which three-month period
may be extended by the Committee), but in no event shall such three-
month period or any such extension permit the exercise of an Option
after the expiration date of the Option. Options granted under the
Plan shall not be affected by any change of duties or position so
long as the Participant continues to be an Employee.
(vi) Agreement to Service. Each Participant receiving an Option shall, by
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accepting the Option, agree that he or she will, during employment,
devote his or her entire time, energy and skill to the service of
Olin and the promotion of its interests, subject to vacations, sick
leave and other absences in accordance with the regular policies of,
or other reasons satisfactory to, Olin and its Affiliates. Such
employment shall (subject to the terms of any contract between Olin
or any such Affiliate and such Participant) be at the pleasure of
Olin or such Affiliate, and shall be at such compensation as Olin or
such Affiliate shall determine from time to time. Upon termination of
such Participant's employment either (a) for cause, or (b)
voluntarily on the part of the Participant and without the written
consent of Olin, any Awards held by him or her under the Plan, to the
extent not theretofore exercised or vested, shall forthwith
terminate. Retirement pursuant to any retirement plan of Olin or of
an Affiliate shall be deemed to be a termination of employment with
Olin's consent.
(vii) Death. If a Participant to whom an Option has been granted shall
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die while an Employee, such Option may be exercised by the
Participant's executors, administrators, personal representatives or
distributees or permitted transferees at any time within a period of
one year after the Participant's death (which period may be extended
by the Committee), regardless of whether or not such Option had
vested at the time of death. If a Participant to whom an Option has
been granted shall die after his or her employment has terminated but
while the Option remains exercisable, the Option may be exercised by
the persons described above at any time within the longer of (a) the
period that the Participant could have exercised the Option had he or
she not died, or (b) one year after the date of death (which period
may be extended by the Committee), but only to the extent the Option
was exercisable at the time of the Participant's death.
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(viii) Disability. If a Participant to whom an Option has been granted
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shall become totally and permanently disabled, as that term is
defined in Section 22(e)(3) of the Code (or a successor provision),
and the Participant's employment is terminated as a result, such
option may be exercised by the Participant or permitted transferee
within one year after the date of termination of employment, to the
extent that the Option was exercisable at the time of termination
of employment.
(b) Stock Appreciation Rights. The Committee is authorized to grant Stock
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Appreciation Rights to Participants which may but need not relate to a
specific Option granted under the Plan. Subject to the terms of the Plan
and any applicable Award Agreement, each Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive, upon
exercise thereof, up to the excess of (i) the Fair Market Value of one
Share on the date of exercise over (ii) the exercise price of the right as
specified by the Committee, which shall not be less than the Fair Market
Value of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan and any applicable Award Agreement, the
exercise price, term, methods of exercise, methods of payment or settlement
and any other terms and conditions of any Stock Appreciation Right shall be
as determined by the Committee, but in no event shall the term of a Stock
Appreciation Right exceed a period of ten years from the date of its grant.
(c) Other Stock Awards.
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(i) Issuance. The Committee is authorized to grant Awards of Restricted
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Stock, Restricted Stock Units and Performance Shares to
Participants.
(ii) Dividends and Dividend Equivalents. An Award (including without
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limitation an Option or Stock Appreciation Right) may provide the
Participant with the right to receive dividend payments or dividend
equivalent payments with respect to Shares subject to the Award
(both before and after the Shares subject to the Award are earned,
vested, or acquired), which payments may be either made currently or
credited to an account for the Participant, and may be settled in
cash or Shares as determined by the Committee. Any such settlements,
and any such crediting of dividends or dividend equivalents or
reinvestment in Shares, may be subject to such conditions,
restrictions and contingencies as the Committee shall establish,
including the reinvestment of such credited amounts in Share
equivalents.
(iii) Restrictions. Any such Award shall be subject to such conditions,
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restrictions and contingencies as the Committee may impose
(including, without limitation, any limitation on the right to vote
Restricted Stock or the right to receive any dividend or other right
or property), which may lapse separately or in combination at such
time or times, as the Committee may deem appropriate, provided that
in order for a Participant to vest in Awards of Restricted Stock,
the Participant must remain in the employ of Olin or an Affiliate
for a period of not less than one (1) year after the grant of a
performance-based Restricted Stock Award, and not less than three
(3) years after the grant of a Restricted Stock Award that is not
performance-based, in each case, subject to Section 9 hereof and
subject to relief for specified reasons as may be approved by the
Committee. Notwithstanding the foregoing, the Committee may grant
Awards for
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Restricted Stock for an aggregate number of Shares not to exceed
45,000 which vest in less than one (1) year after the date of grant,
including immediate vesting.
(iv) Forfeiture. Except as otherwise determined by the Committee, upon
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termination of employment for any reason during the applicable
restriction period, all Shares of Restricted Stock still subject to
restriction shall be forfeited and reacquired by Olin.
(v) Performance-Based Awards. The Committee may designate whether any
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such Awards being granted to a Participant is intended to be
"performance-based compensation" as that term is used in Section
162(m) of the Code. Any Award so designated shall be conditioned on
the achievement of one or more performance measures. Performance
measures that may be used by the Committee for such purpose shall be
based on one or more of the following: Pre-Tax Profit and/or
Earnings Per Share, Cash Flow, Economic Value Added, ROE, Return on
Capital or RONA. For Awards intended to be "performance-based
compensation," the grant of the Awards and the establishment of the
performance measures shall be made during the period required under
Code Section 162(m).
(d) Forms of Payment Under Awards. Subject to the terms of the Plan and of any
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applicable Award agreement, payments to be made by Olin or an Affiliate
upon the grant, exercise, or payment of an Award may be made in such form
or forms as the Committee shall determine, including, without limitation,
cash, Shares, other securities, other Awards, or other property or any
combination thereof, and may be made in a single payment or transfer, in
installments, or on a deferred basis, in each case in accordance with rules
and procedures established by the Committee. Notwithstanding the
foregoing, the payment of the exercise price of an Option shall be subject
to the following:
(i) Subject to the following provisions of this subsection the full
exercise price for Shares purchased upon the exercise of any Option
shall be paid at the time of such exercise (except that, in the case
of an exercise arrangement approved by the Committee and described
below, payment may be made as soon as practicable after the
exercise).
(ii) The exercise price shall be payable in cash or by tendering, by
either actual delivery of Shares or by attestation, Shares acceptable
to the Committee, which Shares were either acquired at least six
months before the exercise date or purchased on the open market, and
valued at Fair Market Value as of the day of exercise, or in any
combination thereof, as determined by the Committee.
(iii) The Committee may permit a Participant to elect to pay the exercise
price upon the exercise of an Option by irrevocably authorizing a
third party to sell Shares (or a sufficient portion of the Shares)
acquired upon exercise of an Option and remit to Olin a sufficient
portion of the sale proceeds to pay the entire exercise price and any
tax withholding resulting from such exercise.
(e) Limits on Transfer of Awards. No Award (other than Released Securities) or
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right thereunder shall be assignable or transferable by a Participant,
other than:
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(i) by will or the laws of descent and distribution (or, in the case of an
Award of Restricted Securities, to Olin); or
(ii) in the case of Awards other than Incentive Stock Options, to the
extent permitted under the terms of the Award, by a gift or domestic
relations order to any Family Member, to a trust in which the
Participant and/or his or her Family Members hold more than 50% of the
beneficial interest, to a foundation in which the Participant and/or
Family Members control the management of assets, and any other entity
in which the Participant and/or his or her Family Members own more
than 50% of the voting interests.
For purposes of this provision, a transfer to an entity in exchange for an
interest in that entity shall constitute a gift.
(f) General.
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(i) No Cash Consideration for Awards. Participants shall not be required
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to make any cash payment for the granting of an Award except for such
minimum consideration as may be required by applicable law.
(ii) Awards May Be Granted Separately or Together. Awards may be granted
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either alone or in addition to, in tandem with, or in substitution
for any other Award or any award or benefit granted under any other
plan or arrangement of Olin or any Affiliate, or as payment for or to
assure payment of an award or benefit granted under any such other
such plan or arrangement, provided that the purchase or exercise
price under an Option or other Award encompassing the right to
purchase Shares shall not be reduced by the cancellation of such
Award and the substitution of another Award. Awards so granted may
be granted either at the same time as or at a different time from the
grant of such other Awards or awards or benefits.
(iii) General Restrictions. Delivery of Shares or other amounts under the
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Plan shall be subject to the following:
(A) Notwithstanding any other provision of the Plan, Olin shall have
no liability to deliver any Shares under the Plan or make any
other distribution of benefits under the Plan unless such
delivery or distribution would comply with all applicable laws
(including, without limitation, the requirements of the
Securities Act of 1933), and the applicable requirements of any
securities exchange or similar entity.
(B) To the extent that the Plan provides for issuance of stock
certificates to reflect the issuance of Shares the issuance may
be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock
exchange.
(iv) Agreement With Olin. An Award under the Plan shall be subject to
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such terms and conditions, not inconsistent with the Plan, as the
Committee shall, in its sole discretion, prescribe. The terms and
conditions of any Award to any Participant may be reflected
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in such form of written document as is determined by the Committee.
A copy of such document shall be provided to the Participant, and
the Committee may, but need not, require the Participant to sign a
copy of such document, (an "Award Agreement" regardless of whether
any Participant signature is required).
(v) Beneficiary. A Participant may, in the manner established by the
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Committee, designate a beneficiary or beneficiaries with respect to
any Award to exercise the rights of the Participant, and to receive
any property distributable, upon the death of the Participant. Each
Award, and each right under any Award, shall be exercisable, during
the Participant's lifetime, only by the Participant or a permitted
transferee, or, if permissible under applicable law by the
Participant's guardian or legal representative.
(vi) No Lien or Security Interest. No Award (other than Released
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Securities), and no right under any such Award, may be pledged,
attached or otherwise encumbered other than in favor of Olin, and
any purported pledge, attachment, or encumbrance thereof other than
in favor of Olin shall be void and unenforceable against Olin or
any Affiliate.
(vii) No Rights to Awards. No Employee, Participant or other Person
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shall have any claim to be granted an Award, and there is no
obligation for uniformity of treatment of Employees, Participants
or beneficiaries of Awards under the Plan. The terms and conditions
of Awards need not be the same with respect to each recipient. The
prospective recipient of any Award under the Plan shall not, with
respect to such Award, be deemed to have become a Participant, or
to have any rights with respect to such Award, until and unless
such recipient shall have executed an agreement or other instrument
accepting the Award required by the Committee and delivered a fully
executed copy thereof to Olin, and otherwise complied with the then
applicable terms and conditions.
(viii) Withholding. All distributions under the Plan are subject to
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withholding of all applicable taxes, and, except as otherwise
provided by the Committee, the delivery of any Shares or other
benefits under the Plan to a Participant are conditioned on
satisfaction of the applicable withholding requirements. The
Committee, in its discretion, and subject to such requirements as
the Committee may impose prior to the occurrence of such
withholding, may permit such withholding obligations to be
satisfied through cash payment by the Participant, through the
surrender of Shares which the Participant already owns, or through
the surrender of Shares to which the Participant is otherwise
entitled under the Plan.
(ix) Other Compensation Arrangements. Nothing contained in the Plan
-------------------------------
shall prevent Olin or any Affiliate from adopting or continuing in
effect other or additional compensation arrangements, and such
arrangements may be either generally applicable or applicable only
in specific cases.
(x) No Right to Employment. The grant of an Award shall not be
----------------------
construed as giving a Participant the right to be retained in the
employ of Olin or any Affiliate. Nothing in the Plan or any Award
Agreement shall limit the right of Olin or an Affiliate at any time
to dismiss a Participant from employment, free from any liability
or any claim under the Plan or the Award Agreement.
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<PAGE>
(xi) Governing Law. The validity, construction and effect of the Plan
-------------
and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Connecticut,
excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this Plan or any
award Agreement to the substantive law of another jurisdiction.
(xii) Severability. If any provision of the Plan or any Award is
------------
determined to be invalid, illegal or unenforceable, or as to any
Person or Award, or would disqualify the Plan or any Award, such
provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering
the intent of the Plan or the Award, such provision shall be stricken
as to such Person or Award, and the remainder of the Plan and any
such Award shall remain in full force and effect.
(xiii) No Trust or Fund Created. Neither the Plan nor any Award shall
------------------------
create or be construed to create a trust or separate fund of any kind
or a fiduciary relationship between Olin or any Affiliate and a
Participant or any other Person. To the extent that any Person
acquires a right to receive payments from Olin or any Affiliate
pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of Olin or any Affiliate.
(xiv) No Fractional Shares. No fractional Shares shall be issued or
--------------------
delivered pursuant to the Plan or any Award, and the Committee shall
determine whether cash, other securities or other property shall be
paid or transferred in lieu of any fractional Shares, or whether such
fractional Shares or any rights thereto shall be canceled, terminated
or otherwise eliminated.
(xv) Share Certificates. All certificates for Shares or other securities
------------------
delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other
restrictions as the Committee may deem advisable under the Plan or
the rules, regulations and other requirements of the Securities and
Exchange Commission, any stock exchange upon which such Shares or
other securities are then listed, and any applicable Federal or state
securities laws, and the Committee may cause a legend or legends to
be put on any such certificates to make appropriate reference to such
restrictions.
(xvi) Conflict with Plan. In the event of any inconsistency or conflict
------------------
between the terms of the Plan and an Award Agreement, the terms of
the Plan shall govern.
Section 7. Amendment and Termination.
-------------------------
(a) Amendments to the Plan. The Board or the Committee may amend, suspend,
----------------------
discontinue or terminate the Plan, including, without limitation, any
amendment, suspension, discontinuation or termination that would impair the
rights of any Participant, or any other holder or beneficiary of any Award
theretofore granted, without the consent of any shareholder, Participant,
other holder or beneficiary of an Award, or other Person; provided,
however, that, notwithstanding any other provision of the Plan or any Award
Agreement, without the
12
<PAGE>
approval of the shareholders of Olin, no such amendment, suspension,
discontinuation or termination shall be made that would:
(i) increase the total number of Shares available for Awards under the
Plan or the total number of Shares subject to one or more
categories of Awards pursuant to Section 4(c), in either case
except as provided in Section 4(b);
(ii) reduce the minimum Option exercise price, except as provided in
Section 4(b); or
(iii) permit repricing of Options prohibited by Section 6(f)(ii); and
provided further that no amendment, suspension, discontinuation or
-------- -------
termination (i) that would impair the rights of such Participant, holder or
beneficiary shall be made with respect to Section 9 of the Plan after a
Change in Control, as defined therein and (ii) may increase the amount of
payment of any Award to any Participant.
(b) Amendments to Awards. The Committee may waive any conditions or rights
--------------------
with respect to, or amend, alter, suspend, discontinue, or terminate, any
unexercised Award theretofore granted, prospectively or retroactively,
without the consent of any relevant Participant or holder or beneficiary of
an Award, provided that no amendment, alteration, suspension,
discontinuation or termination of an Award that would impair the rights of
such Participant, holder or beneficiary shall be made after a Change in
Control, as defined in Section 9; provided further that the Committee may
not increase the payment of any Award granted any Participant.
(c) Adjustments of Awards Upon Certain Acquisitions. In the event Olin or any
-----------------------------------------------
Affiliate shall assume outstanding employee awards or the right or
obligation to make future such awards in connection with the acquisition of
another business or another Person, the Committee may make such
adjustments, not inconsistent with the terms of the Plan, in the terms of
Awards as it shall deem appropriate.
(d) Adjustments of Awards Upon the Occurrence of Certain Unusual or
---------------------------------------------------------------
Nonrecurring Events. The Committee may make adjustments in the terms and
-------------------
conditions of Awards in recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 4(b)
hereof) affecting Olin, any Affiliate, or the financial statements of Olin
or any Affiliate, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that statements of
Olin or any Affiliate, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such
adjustments are appropriate in order to prevent dilution or enlargement of
the benefits to be made available under the Plan.
Section 8. Additional Conditions to Enjoyment of Awards.
--------------------------------------------
(a) The Committee may cancel any unexpired, unpaid or deferred Awards if at any
time the Participant is not in compliance with all applicable provisions of
the Award Agreement, the Plan and the following conditions:
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<PAGE>
(i) A Participant shall not render services for any Person or engage,
directly or indirectly, in any business which, in the judgment of
the Committee is or becomes competitive with Olin or any Affiliate,
or which is or becomes otherwise prejudicial to or in conflict with
the interests of Olin or any Affiliate. Such judgment shall be based
on the Participant's positions and responsibilities while employed
by Olin or an Affiliate, the Participant's post employment
responsibilities and position with the other Person or business, the
extent of past, current and potential competition or conflict
between Olin or an Affiliate and the other Person or business, the
effect on customers, suppliers and competitors of the Participant's
assuming the post employment position, the guidelines established in
the then current edition of Olin's Standards of Ethical Business
Practices, and such other considerations as are deemed relevant
given the applicable facts and circumstances. The Participant shall
be free, however, to purchase as an investment or otherwise, stock
or other securities of such Person or business so long as they are
listed upon a recognized securities exchange or traded over the
counter, and such investment does not represent a substantial
investment to the Participant or a greater than 1% equity interest
in the organization or business.
(ii) Participant shall not, without prior written authorization from
Olin, disclose to anyone outside Olin, or use in other than Olin's
business, any secret or confidential information, knowledge or data,
relating to the business of Olin or an Affiliate in violation of his
or her agreement with Olin or the Affiliate.
(iii) A Participant, pursuant to his or her agreement with Olin or an
Affiliate, shall disclose promptly and assign to Olin or the
Affiliate all right, title and interest in any invention or idea,
patentable or not, made or conceived by the Participant during
employment by Olin or the Affiliate, relating in any manner to the
actual or anticipated business, research or development work of Olin
or the Affiliate and shall do anything reasonably necessary to
enable Olin or the Affiliate to secure a patent where appropriate in
the United States and in foreign countries.
(b) Notwithstanding any other provision of the Plan, the Committee in its sole
discretion may cancel any Award at any time prior to the exercise thereof,
if the employment of the Participant shall be terminated, other than by
reason of death, unless the conditions in this Section 8 are met.
(c) Failure to comply with the conditions of this Section 8 prior to, or during
the six months after, any exercise, payment or delivery pursuant to an
Award shall cause the exercise, payment or delivery to be rescinded. Olin
shall notify the Participant in writing of any such rescission within two
years after such exercise payment or delivery and within 10 days after
receiving such notice, the Participant shall pay to Olin the amount of any
gain realized or payment received as a result of the exercise, payment or
delivery rescinded. Such payment shall be made either in cash or by
returning to Olin the number of Shares that the Participant received in
connection with the rescinded exercise, payment or delivery.
(d) Upon exercise, payment or delivery pursuant to an Award, the Committee may
require the Participant to acknowledge the terms and conditions of the Plan
and to certify on a form acceptable to the Committee, that he or she is in
compliance with the terms and conditions of the Plan.
14
<PAGE>
(e) Nothing herein shall be interpreted to limit the obligations of a
Participant under his or her employee agreement or any other agreement with
Olin.
Section 9. Change in Control.
-----------------
(a) Except as the Board or the Committee may expressly provide otherwise prior
to a Change in Control of Olin (as defined below) in the event of a Change
in Control of Olin:
(i) all Options and Stock Appreciation Rights then outstanding shall
become immediately and fully exercisable, notwithstanding any
provision therein for the exercise in installments;
(ii) all restrictions and conditions of all Restricted Stock and
Restricted Stock Units then outstanding shall be deemed satisfied
as of the date of the Change in Control; and
(iii) all Performance Share Awards shall become vested, deemed earned in
full and promptly paid to the Participants, cash units in cash and
phantom stock units in the Shares represented thereby or such other
securities, property or cash as may be deliverable in respect of
Shares as a result of a Change in Control, without regard to
payment schedules and notwithstanding that the applicable
performance cycle or retention cycle shall not have been completed.
(b) A Change in Control of Olin means:
(i) Olin ceases to be, directly or indirectly, owned 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 Olin, a majority-owned
subsidiary of Olin or an employee benefit plan (or the plan's
related trust) of Olin 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 Olin;
(iii) During any period of two consecutive years, individuals who at the
beginning of such period constitute Olin's Board of Directors
(together with any new Director whose election by Olin's Board of
Directors or whose nomination for election by Olin'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 Olin is disposed of
pursuant to a merger, consolidation or other transaction in which
Olin is not the surviving corporation or Olin combines with another
company and is the surviving corporation (unless the shareholders of
Olin 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,
15
<PAGE>
that succeed to the business of Olin or (y) the combined company) or
(v) Approval by Olin's shareholders of (i) a sale of all or
substantially all the assets of Olin or (ii) a liquidation or
dissolution of Olin.
(c) In the event that a Participant participates or agrees to participate by
loan or equity investment (other than through ownership of less than 1% of
publicly traded securities of another company) in a transaction
("acquisition") which would result in an event described in Section 9(b)(i)
or (ii), the Participant must promptly disclose such participation or
agreement to Olin. If the Participant so participates or agrees to
participate, no benefits or payments due under the Plan or by virtue of the
Change in Control provisions contained in any compensation or benefit plan
of Olin will be paid to the Participant until the acquiring group in which
the Participant participates or agrees to participate has completed the
acquisition. In the event the Participant so participates or agrees to
participate and fails to disclose his participation or agreement, the
Participant will not be entitled to any benefits or payments under the Plan
or by virtue of Change in Control provisions in any Olin compensation or
benefit plan, notwithstanding any of the terms hereof or thereof.
(d) Anything in the Plan to the contrary notwithstanding, in the event that it
shall be determined that any benefit, payment or distribution by Olin to or
for the benefit of the Participant (whether paid or payable or distributed
or distributable) pursuant to the terms of the Plan but determined without
regard to any additional payments required under this Section 9(d), would
be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended, the Participant shall be entitled to
receive an additional payment (the "Gross-Up Payment") in an amount equal
to (i) the amount of the excise tax imposed on the Participant in respect
of the benefits or payments received pursuant to the Plan (the "Excise
Tax") plus (ii) all federal, state and local income, employment and excise
taxes (including any interest or penalties imposed with respect to such
taxes) imposed on the Participant in respect of the Gross-Up Payment, such
that after payments of all such taxes (including any applicable interest or
penalties) on the Gross-Up Payment, the Participant retains a portion of
the Gross-Up Payment equal to the Excise Tax, provided that, if the
Participant receives a Gross-Up Payment with respect to benefits or
payments received under the Plan pursuant to another benefit or
compensation plan or agreement, the Gross-Up Payment under this Section
9(d) shall be reduced by the amount of such other Gross-Up Payments paid in
respect to the Excise Tax due as the result of the benefits or payments
received under the Plan.
Section 10. Effective Date and Term.
-----------------------
Subject to the approval of Olin's shareholders at the 2000 annual shareholders
meeting the Plan shall be effective as of January 27, 2000 (the "Effective
Date"); provided, however, that to the extent that Awards are granted under the
Plan prior to its approval by shareholders, the Awards shall be contingent on
approval of the Plan by the shareholders of Olin at such annual meeting. The
Plan shall be unlimited in duration and, in the event of Plan termination, shall
remain in effect as long as any Awards under it are outstanding; provided;
however, that, to the extent required by the Code, no Incentive Stock Option may
be granted under the Plan on a date that is more than ten years from the date
the Plan is adopted.
16
