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Exhibit 10(d)
OLIN SENIOR EXECUTIVE PENSION PLAN
(Amended as of July 27, 2000)
Article I. The Plan
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1.1 Establishment of Plan. Olin Corporation (the "Company" or
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"Olin") hereby restates its Olin Senior Executive Pension Plan, originally
adopted by the Board of Directors on September 27, 1984. The Effective
Date of this restatement is February 8, 1999.
1.2 Purpose. The purpose of this Plan is to attract and retain a
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management group capable of assuring Olin's future success by providing
them with supplemental retirement income under this Plan. This Plan is
intended to be an unfunded, nonqualified deferred compensation plan for
select management employees.
Article II. Eligibility
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2.1 Participation. Any employee of the Company or its subsidiaries
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(collectively referred to as "Employing Companies") whose job is rated at
2,000 Hay Points or more or who is a Section 16(b) reporting officer, and
who is selected by the Compensation Committee (referred to in this Plan as
the "Selection Committee"), shall participate in the Plan. As provided
hereinafter, the Selection Committee shall also have the power to remove
any Participant from the Plan, whether or not he or she has begun to
receive benefits hereunder.
2.2. Transfer of Arch Employees and Reserves. As of February 8,
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1999, the effective date of the spin-off of Arch Chemicals, Inc. ("Arch")
from the Company (the "Arch Spin-off Date"), the employment of certain
Company employees, who were defined as "Arch Employees" within the meaning
of the Employee Benefits Allocation Agreement as of the same date, was
transferred to Arch or its affiliated companies. Those Arch Employees who
had been participating in this Plan immediately commenced participation in
the Arch Senior Executive Pension Plan (the "Arch Plan"), and Olin
transferred to Arch the reserves reflecting the value of the accrued
liabilities of such employees under this Plan. From and after the Arch
Spin-off Date, neither Olin nor this Plan shall have any liability with
respect to the former participation by such Arch Employees in this Plan.
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Article III. Benefits
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3.1 Benefit Formula.
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Upon retirement, as hereinafter provided, a Participant shall be
entitled to receive an annual "Retirement Allowance" equal to the lesser of
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(a) and (b) below:
(a) three percent (3%) of the Participant's Average Compensation,
multiplied by his Years of Benefit Service credited while the employee was
a Participant in this Plan, plus one and one-half percent (1%) of the
Participant's Average Compensation multiplied by his Years of Benefit
Service credited under all qualified plans of Olin Corporation or its
affiliates while the employee was not a Participant in this Plan, provided
that the resulting percentage of Average Compensation shall be reduced by
one-third of one percent (1/3%) for each month by which the Participant's
benefits begin prior to his sixty-second (62nd) birthday;
reduced by the sum of
(i) the Participant's annual retirement allowance payable from all
Olin qualified and nonqualified defined benefit pension plans of the
Company and all Employing Companies, including, without limitation,
the Olin Corporation Employees Pension Plan which was previously known
as the Nonbargaining Employees' Pension Plan of Olin Corporation and
prior to that as the Olin Salaried Pension Plan (all such plans being
collectively referred to in this Plan as the "Olin Employees Pension
Plan"), and the equivalent actuarial value of any other arrangement
with the Company or an Employing Company which the Plan Administrator,
in its sole discretion, determines to be a pension supplement
(collectively referred to hereinafter as the "Other Olin Plans"); and
(ii) fifty percent (50%) of the Participant's Primary Social Security
Benefit.
(b) fifty percent (50%) of the Participant's Average Compensation,
reduced by the sum of
(i) the amount of annual retirement benefits from the Olin Employees
Pension Plan and all Other Olin Plans (as previously defined) and all
qualified and non-qualified deferred compensation plans of the
Participant's previous and subsequent employers; and
(ii) fifty percent (50%) of the Participant's Primary Social Security
Benefit.
(c) For purposes of this benefit formula, "Average Compensation",
"Years of Benefit Service", "Retirement Allowance" and "Primary Social
Security Benefit" shall
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have the same definition as that contained in the Olin Employees Pension
Plan; provided, however, that (i) "Average Compensation" under this Plan
shall include deferred amounts of regular salary and deferrals under
management incentive plans (other than the Performance Unit Plan, the EVA
Bonus Bank and other long-term incentive and long-term bonus plans); (ii)
Average Compensation of Participants whose employment is being transferred
directly to Primex Technologies, Inc. or its affiliates ("Primex") (or who
transfer directly within five (5) years following the spin-off of Primex)
shall be determined taking into account reasonable compensation paid by
Primex (as determined by the Plan Administrator of this Plan); (iii) in
calculating Average Compensation, executive severance which is payable to
certain Participants under employment agreements shall be treated as if
paid over the number of months used to calculate the amount of such
severance, even if such severance is received in a lump sum; (iv) Average
Compensation shall be calculated without regard to the dollar limitations
imposed by Section 401(a)(17) of the Internal Revenue Code; and (v) "Years
of Benefit Service" shall include service imputed as a result of treating
executive severance as having been received over the number of months used
to calculate such severance.
(d) The annual retirement allowances payable under the Olin Employees
Pension Plan, Other Olin Plans and from pension plans of the Participant's
previous employers, which are to be used to reduce the benefit payable
under (a) or (b) above, shall be determined assuming (i) that the
Participant selected a 50% joint and survivor annuity under such plans,
(ii) began receiving benefits thereunder at their actual commencement date
(rather than the commencement date for benefits under this Plan), and (iii)
using the actuarial equivalent factors specified in the plans which are the
subject of the offset or, if such factors are not reasonably available,
such factors as may, from time to time, be elected by the Plan
Administrator.
3.2 Early Retirement.
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(a) Except as otherwise provided in Section 4.2(a), a Participant may
retire from active service with all Employing Companies and commence
benefits under this Plan at any time after reaching his fifty-fifth (55th)
birthday, provided, however, that Accelerated Benefits (as provided for in
Section 4.2(b) of the Plan) may not commence until at least twelve (12)
full months following the Participant's actual retirement. In the case of
Participants who transfer directly to Arco Chemical Company ("Arco") or
Primex (or who, in the case of Primex only, transfer directly to Primex
within five (5) years of the spin-off of Primex), and in the case of Arch
only, who transfer directly to Arch after the Arch Spin-off Date and on or
before February 8, 2000, (i) "actual retirement" shall be construed to mean
retirement or termination of service from Arco, Primex or Arch and their
affiliates, as the case may be, and (ii) service with Primex, Arco, or Arch
(and their affiliates) shall be credited in enabling the Participant to
attain his early retirement age (but not in determining Years of Benefit
Service) under this Plan.
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(b) For purposes of (i) determining whether a Participant has reached
his fifty-fifth (55th) birthday and, thus, is eligible to commence benefits
under this Section 3.2 instead of on a deferred vested basis, and (ii)
calculating the annual retirement allowance from the Olin Employees Pension
Plan which is to be used as an offset, any Participant who has completed at
least seven (7) Years of Creditable Service (as defined in the Olin
Employees Pension Plan) and who is at least age fifty-two (52) and less
than age fifty-five (55) on the date his service is terminated (without
taking into account any severance period) other than (i) for cause or (ii)
as a result of a voluntary termination, shall be treated as continuing as
an active Employee until age fifty-five (55). In the case of Participants
who transfer directly to Arco, or to Primex within five (5) years of the
spin-off of Primex, and in the case of Arch only, who transfer directly to
Arch after the Arch Spin-off Date and on or before February 8, 2000,
service with Arco, Primex and Arch, respectively, shall be credited in
determining whether the Participant has reached age 55 under this paragraph
(b). Such service shall be imputed for the sole purposes of determining
whether the Participant qualifies for subsidized early retirement benefits,
and shall not be treated as "Benefit Service" for the purpose of
calculating the amount of the Participant's Retirement Allowance. A
Participant may not commence benefits hereunder until he actually reaches
age fifty-five (55).
3.3 Deferred Vested Employees. Any Participant who terminates active
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service with all Employing Companies prior to having reached age fifty-five
(55) may commence benefits under this Plan only after having reached age
sixty-five (65); provided however that, in the case of Participants who
transfer directly to Primex, Arco, or Arch within the timeframes specified
above, service with those respective companies and their affiliates shall
be counted in enabling such Participants to retire on or after attaining
age fifty-five (55) and actually retiring from Primex, Arco, or Arch as the
case may be, in accordance with Section 3.2 above. In the case of a
deferred vested Participant, benefits paid from this Plan will assume that
the Participant did not commence benefits under the Olin Employees Pension
Plan until he or she reached age sixty-five (65), even though the
Participant may actually commence benefits under the Olin Employees Pension
Plan prior to that date. In the event that an Olin Employee transfers to
and becomes an Employee of Arch on or prior to February 8, 2000, no
separation from service shall be deemed to occur permitting a distribution
to such individual of benefits under this, or any other, provision of this
Plan.
3.4 Calculation of Benefit if Participant is Disabled. In the event
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that a Participant becomes Totally Disabled as that term is defined in the
Olin Employees Pension Plan, the Participant shall continue to receive the
same service credit under this Plan as would be applicable to Totally
Disabled nonbargaining employees covered by the Olin Employees Pension
Plan. The disabled Participant's benefit under this Plan shall be
calculated in accordance with 3.1(a) and (b), and shall be payable as of
the date that the Participant is no longer Totally Disabled (if such date
occurs after age fifty-five (55)) or at age sixty-five (65), if the
Employee is still then Disabled. If a Participant is no longer Disabled
prior to reaching age fifty-five (55), then his entitlement to benefits
shall be determined under Section 3.3, if he terminates service prior to
reaching age 55, or under
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the other applicable provisions of this Plan, if he returns to active
service. No Participant shall qualify for Disability Benefits hereunder
once he or she is no longer actively employed by Olin Corporation or its
affiliates.
3.5 Transfers between Olin and Arch. It is contemplated that Plan
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Participants may transfer their employment after the Arch Spin-off Date and
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on or before February 8, 2000 from Olin to Arch and vice versa and
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commence, or resume participation in the Senior Executive Pension Plan of
their then new employer.
(a) Transfer to Arch from Olin. In the event that a Plan Participant
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transfers employment to Arch after the Arch Spin-off Date and on or prior
to February 8, 2000, his or her benefit accrual under this Plan shall cease
and Olin shall remain liable for payment of any benefits accrued under this
Plan to the date of such transfer. As provided in Section 3.3, no
separation from service shall be deemed to occur under this Plan permitting
a distribution under any provision of this Plan, and benefits hereunder
shall not commence until the Participant has terminated his employment with
Arch and its affiliates and has otherwise qualified for benefits hereunder.
When commenced, benefits payable hereunder shall be based upon the
Participant's service with Olin to the date of transfer; provided, however
that Olin shall continue to recognize a Participant's service with Arch and
its affiliates subsequent to his transfer to Arch solely for purposes of
determining the Participant's vesting and attainment of retirement dates
under this Plan.
(b) Transfer to Olin from Arch. In the event that an Arch Employee
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transfers employment to Olin from Arch after the Arch Spin-off Date and on
or prior to February 8, 2000, benefit accrual under the Arch Plan shall
cease and Arch shall remain liable for payment of any benefits accrued
under the Arch Plan to the employees date of transfer to Olin. Benefits
shall not commence under the Arch Plan until the former Arch employee
terminates service with Olin and its affiliates and has otherwise qualified
for benefits under the Arch Plan. In computing benefit under this Plan and
determining attainment of retirement ages under this Plan, Olin shall
recognize the compensation received, and service rendered by such
Participant while employed by Arch and its affiliates up to the
Participant's date of transfer to Olin. When benefits commence under this
Plan, they shall be offset by the benefit that would be payable to the
Participant from the Arch Plan, as of the date benefits commence hereunder,
regardless of when such benefit under the Arch Plan actually commences.
Article IV. Payment of Benefits
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4.1 Payment Provisions for Current and Future Retirees. In the
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event that the Participant (i) does not elect to establish an employee-
grantor trust in accordance with Section 4.2(a), (ii) does not elect to
receive Accelerated Benefits in accordance with Section 4.2(a), and (iii)
elects to commence his benefits under this Plan at the same time that he
commences his Qualified Plan Benefit, then the Retirement Allowance payable
hereunder shall be paid commencing at the same time and in the same form as
that in which the Qualified Plan Benefit is payable to the Participant. If
the Participant elects an
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actuarially equivalent form of benefit payment with respect to his
Qualified Plan Benefits, that same form of payment shall apply to payment
of his Retirement Allowance hereunder. Any election to receive regular
monthly benefits under this Section 4.3 must be made at least one full year
prior to the Participant's Accelerated Benefit Commencement Date.
4.2 Payment Provisions for Active Employees.
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(a) As of October 31 of the calendar year following the year in which
an actively employed Participant meets the Minimum Benefit Accumulation
threshold provided for in Section 4.4, the Actuarial Present Value
(determined as hereinafter provided) of the after-tax amount of an actively
employed Participant's Retirement Allowance shall be deposited in an
employee-grantor trust established by the Participant unless, at least one
full year prior to the funding of such employee-grantor trust, the
Participant shall instead have elected to receive "Accelerated Benefits" as
hereinafter provided. If a Participant elects to receive Accelerated
Benefits, then the Actuarial Present Value of such Benefits shall be paid,
at the election of the Chairman of the Board of Directors of the Company,
either in a single sum or in up to three (3) annual installments (such
single sum or annual installments being referred to in this Plan as
"Accelerated Benefits"). The Participant's Accelerated Benefits shall
commence on his Accelerated Benefit Commencement Date, which shall be
twelve full months following a Participant's actual retirement at age
fifty-five (55) or later (the Participant's "Accelerated Benefit
Commencement Date"). In the case of Participants who transfer directly to
Primex or Arco (or who, in the case of Primex only, transfer directly to
Primex within five (5) years of the spin-off of Primex), and in the case of
Arch only, who transfer directly to Arch after the Arch Spin-off Date and
on or before February 8, 2000, "actual retirement" shall be construed to
mean retirement or termination of service from the transferee employer.
Service with Primex, Arco or Arch (and their affiliates) shall be credited
in enabling the Participant to attain his early retirement age (but not in
determining his Years of Benefit Service) under this Plan.
(b) In the event that an actively employed Participant elects not to
establish an employee-grantor trust, but instead to receive Accelerated
Benefits, regular monthly benefits shall commence to be paid upon such
Participant's actual retirement in accordance with Section 4.3 until such
Participant reaches his Accelerated Benefit Commencement Date, at which
time "Accelerated Benefits" shall be paid in the form and manner determined
by the Chairman of the Board of Directors of the Company, and in the case
of the Chairman, the Selection Committee, either in a single sum, in up to
three (3) annual installments, or in a combination of annuity payments and
either a single sum or annual installments, provided, however, that no
monthly benefits shall be paid to Participants who transfer to Primex, Arco
or Arch until they separate from service with Primex, Arco, or Arch,
respectively.
(c) Alternatively, the actively employed Participant may elect, at
least one full year prior to such Accelerated Benefit Commencement Date, to
receive his entire benefit in the form of an annuity in accordance with
Section 4.3 of this Plan.
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4.3 Payment of Regular Monthly Benefits.
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(a) Participants retiring from active service from all Employing
Companies may elect to receive regular monthly benefits in lieu of
receiving Accelerated Benefits or establishing an employee-grantor trust.
Such monthly benefits shall be calculated and payable in the form of a
joint and 50% survivor annuity with the Participant's Spouse as the joint
annuitant, without actuarial reduction for the death benefit protection.
(b) Any Participant who terminates service with all Employing
Companies before reaching age 55 may not commence benefits under this Plan
prior to reaching age 65 unless (i) he is eligible for "lay-off credit"
pursuant to Section 3.2(b) and, thus, is deemed to qualify for early
retirement benefits or (ii) he receives service credit for purposes of
enabling him to retire on or after age 55 as provided in the next sentence.
In the case of Participants who transfer directly to Primex, Arco, or Arch
within the timeframes previously specified in this Plan, service with those
respective companies and their affiliates shall be counted in enabling such
Participants to retire on or after attaining age fifty-five (55). Any
benefits payable under this Plan with respect to a Participant who
terminates service prior to reaching age 55, and who is not eligible for
any imputed service under the foregoing provisions of Section 4.3(b), will
be calculated assuming that the Participant did not commence benefits under
the Olin Employees' Pension Plan until reaching age 65, even though his
actual commencement date under the Olin Employees Pension Plan may have
been earlier.
4.4 Assumptions used for Determining Amount to be contributed to
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Employee-grantor Trust; Threshold for Accelerated Benefits.
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(a) Actuarial Assumptions for Employee-Grantor Trust. In determining
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the Actuarial Present Value of the Participant's Plan benefit to be used
for purposes funding an employee-grantor trust, the benefit shall be
determined:
(i) as of the close of the Plan Year (i.e., December 31) prior to the
year in which the employee grantor trust is being funded;
(ii) using an annuity purchase rate based upon a discount rate equal
to the rate for a zero coupon Treasury strip (determined approximately
at the time of the deposit to the employee-grantor trust) with a
maturity that approximates the Participant's life expectancy
determined as of the date the payment to the trust is scheduled to be
made; and
(iii) assuming that the benefit commences under this Plan
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(a) on the Participant's 65th birthday, if the Participant
terminates service (or is treated as terminating service)
prior to age 55;
(b) on the Participant's 62nd birthday, if the Participant
terminates service on or after reaching age 55 and before
reaching age 62; and
(c) on the Participant's 65th birthday, if the Participant
terminates service on or after reaching age 62.
(b) Actuarial Assumptions for Determining Accelerated Benefits. In
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determining the Actuarial Present Value of the Participant's Accelerated
Benefit, the benefit shall be determined:
(i) as of the close of the Participant's retirement or termination of
service;
(ii) using an annuity purchase rate based upon a discount rate equal
to the rate for a zero coupon Treasury strip (determined approximately
at the time the Accelerated Benefit is scheduled to commence) with a
maturity that approximates the Participant's life expectancy
determined as of the date the payment is scheduled to be made; and
(iii) assuming that the benefit commences under this Plan
(a) on the Participant's 65th birthday, if the Participant
terminates service (or is treated as terminating service)
prior to age 55;
(b) on the Participant's 62nd birthday, if the Participant
terminates service on or after reaching age 55 and before
reaching age 62; and
(c) on the Participant's 65th birthday, if the Participant
terminates service on or after reaching age 62.
(c) Minimum Benefit Accumulation Threshold. No Accelerated Benefits
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shall commence to be paid, and no Participant shall be given the
opportunity to fund an employee-grantor trust, until the Participant has
accumulated benefits under this Plan, the Olin Supplementary Pension Plan
and the Olin Deferral Benefit Pension Plan which, in the aggregate, have an
actuarial present value of at least One Hundred Thousand Dollars
($100,000.00).
4.5 Surviving Spouse Benefit.
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(a) The Surviving Spouse of a Participant who dies after commencing
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regular monthly benefits shall receive a survivor benefit for his or her
lifetime equal to 50% of the monthly payments that were being paid to the
Participant under the Plan as of his death. The Surviving Spouse of a
Participant who dies after having elected to receive
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Accelerated Benefits, but who as of the date of his death has not received
the entire value of his Accelerated Benefits, shall receive the remainder
of any Accelerated Benefits not yet paid in the form in effect with respect
to the Participant.
(b) The Surviving Spouse of any Participant who dies prior to benefit
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commencement shall be entitled to receive a benefit equal to 50% of the
benefit that the Participant would have been entitled to had he survived to
the earliest date on which he could commence benefits hereunder, retired
and commenced monthly regular benefits under the Plan, and then died the
next day.
(c) Notwithstanding (a) or (b) above, if the Surviving Spouse is more
than four years younger than the Participant, then the "joint and survivor"
benefit payable to the Participant (and the Surviving Spouses's portion of
such Benefit) shall be calculated by using the Participant's actual age,
and the Spouses's actual age increased by four (4) years.
(d) For purposes of this Plan, the term "Spouse" shall mean the
person to whom a Participant is validly married at the date of his death,
as evidenced by a marriage certificate issued in accordance with state law;
provided however, that (i) if a Participant's Spouse at his or her death
was not the Participant's Spouse at least 12 months prior to the
Participant's death, no Surviving Spouse's retirement allowance shall be
paid, and (ii) common law marriages shall not be recognized hereunder.
4.6 Benefit Upon a Change of Control.
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(a) Lump Sum Payment Upon a Change of Control. The spin-off of
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Primex and Arch from Olin shall not be deemed to be a change of control
entitling any Participant herein to benefits under this Plan.
Notwithstanding any other provision of the Plan, upon a Change in Control,
each Participant covered by the Plan shall automatically be paid a lump sum
amount in cash by the Company sufficient to purchase an annuity which,
together with the monthly payment, if any, under a Rabbi or other trust
arrangement established by the Company to make payments hereunder in the
event of a Change in Control and/or pursuant to any other annuity purchased
by the Company for the Participant to make payments hereunder, shall
provide the Participant with the same monthly after-tax benefit as he would
have received under the Plan based on the benefits accrued to the
Participant hereunder as of the date of the Change in Control. Payment
under this Section shall not in and of itself terminate the Plan, but such
payment shall be taken into account in calculating benefits under the Plan
which may otherwise become due the Participant thereafter.
(b) No Divestment Upon a Change of Control. If a Participant is
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removed from participation in the Plan after a Change of Control has
occurred, in no event shall his years of Benefit Service accrued prior to
such removal, and the benefit accrued prior thereto, be adversely affected.
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(c) Change of Control Defined.
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For purposes of the Plan, a "Change in Control" shall be deemed to
have occurred if
(i) the Company ceases to be, directly or indirectly, owned of record
by at least 1,000 stockholders; or
(ii) a person, partnership, joint venture, corporation or other
entity, or two or more of any of the foregoing acting as "person"
within the meaning of Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Act"), other than the Company, a majority-
owned subsidiary of the Company or an employee benefit plan of the
Company or such subsidiary (or such plan's related trust), become(s)
the "beneficial owner" (as defined in Rule 13d-3 of the Act) of 20% or
more of the then outstanding voting stock of the Company; or
(iii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Company's Board of
Directors (together with any new Director whose election by the
Company's Board or whose nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds of the
Directors of the Company 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; or
(iv) all or substantially all of the business of the Company is
disposed of pursuant to a merger, consolidation or other transaction
in which the Company is not the surviving corporation or the Company
combines with another company and is the surviving corporation (unless
the shareholders of the Company immediately following such merger,
consolidation, combination, or other transaction beneficially own,
directly or indirectly, more than 50% of the aggregate voting stock or
other ownership interests of (x) the entities, if any, that succeed to
the business of the Company or (y) the combined company); or
(v) the shareholders of the Company approve a sale of all or
substantially all of the assets of the Company or a liquidation or
dissolution of the Company.
(d) Arbitration. Any dispute or controversy arising under or in
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connection with the Plan subsequent to a Change in Control shall be settled
exclusively by arbitration in Connecticut, in accordance with the rules of
the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator's award in any court having jurisdiction.
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4.7 Removal from the Plan; Non-Payment of Benefits.
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(a) Any Participant may be removed from the Plan by the Selection
Committee at any time "for cause", as determined by the Selection Committee
in its sole discretion, whether or not the Participant has begun to receive
payments under the Plan, and whether or not the Participant's employment
has been terminated. "Cause" shall include, without limitation, rendering
services in any capacity to a competitor of the Company or Employing
Company without the consent of the Selection Committee. Neither the
Participant nor his or her Spouse shall be entitled to receive any payments
from the Plan from and after the date of the removal of the Participant nor
have any cause of action as a result of such removal. The Participant or
Spouse shall not be required to return any payments made prior to removal
of the Participant from the Plan.
(b) The Selection Committee may notify a Participant that he or she
is being suspended from the Plan as a result of job performance which the
Selection Committee in its sole discretion deems unsatisfactory. From and
after the date of such notification and notwithstanding the Participant's
actual Hay Points, he or she will not be deemed to have 2,000 or more Hay
Points for purposes of calculating the Participant's Retirement Allowance.
Any prior Years of Benefit Service shall not be affected by such
suspension.
ARTICLE V. Funding
5.1 Unfunded Plan. This Plan shall be unfunded. All payments under
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this Plan shall be made from the general assets of the Employing Company of
the Participant.
5.2 Liability for Payment. Each Employing Company shall pay the
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benefits provided under this Plan with respect to Participants who are
employed, or were formerly employed by it during their participation in the
Plan. In the case of a Participant who was employed by more than one
Employing Company, the Committee shall allocate the cost of such benefits
among such Employing Companies in such manner as it deems equitable. The
obligations of the Employing Company shall not be funded in any manner.
The rights of any person to receive benefits under this Plan are limited to
those of a general creditor of the Employing Company liable for payment
hereunder.
5.3 Anti-alienation. No Participant or beneficiary shall have the
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right to assign, transfer, encumber or otherwise subject to any lien any
payment or any other interest under this Plan, nor shall such payment or
interest be subject to attachment, execution or levy of any kind.
Article VI. Plan Administration
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6.1 Plan Administrator. The Company hereby appoints the Benefit Plan
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Review Committee as the Plan Administrator (the "Plan Administrator" or
"Committee"). Any
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person, including, but not limited to, the directors, shareholders,
officers and employees of the Company, shall be eligible to serve on the
Committee. Any person so appointed shall signify his acceptance by
undertaking the duties assigned. Any member of the Committee may resign by
delivering written resignation to the Company. The Company may also remove
any member of the Committee by delivery of a written notice of removal,
which shall take effect upon delivery or on a date specified. Upon
resignation or removal of a Committee member, the Company shall promptly
designate in writing such other person or persons as a successor.
6.2 Allocation and Delegation. The Committee members may allocate
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the responsibilities among themselves, and shall notify the Company in
writing of such action and the responsibilities allocated to each member.
6.3 Powers, Duties and Responsibilities. Except for those powers
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expressly reserved to the Selection Committee, the Plan Administrator shall
have all power to administer the Plan for the exclusive benefit of the
Participants and their Beneficiaries, in accordance with the terms of the
Plan. The Plan Administrator shall have the absolute discretion and power
to determine all questions arising in connection with the administration,
interpretation and application of the Plan. Any such determination by the
Plan Administrator shall be conclusive and binding upon all persons. The
Plan Administrator may correct any defect or reconcile any inconsistency in
such manner and to such extent as shall be deemed necessary or advisable to
carry out the purposes of the Plan; provided, however, that such
interpretation or construction shall be done in a non-discriminatory manner
and shall be consistent with the intent of the Plan.
The Plan Administrator shall:
(a) compute the amount and kind of benefits to which any Participant
shall be entitled hereunder;
(b) maintain all necessary records for the administration of the Plan;
(c) interpret the provisions of the Plan and make and publish such
rules for regulation of the Plan as are consistent with the terms hereof;
(d) assist any Participant regarding his rights, benefits or elections
available under the Plan; and
(e) communicate to Participants and their Beneficiaries concerning the
provisions of the Plan.
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<PAGE>
6.4 Records and Reports. The Plan Administrator shall keep a record
--------------------
of all actions taken and shall keep such other books of account, records
and other information that may be necessary for proper administration of
the Plan. The Plan Administrator shall file and distribute all reports
that may be required by the Internal Revenue Service, Department of Labor
or others, as required by law.
6.5 Appointment of Advisors. The Plan Administrator may appoint
------------------------
accountants, actuaries, counsel, advisors and other persons that it deems
necessary or desirable in connection with the administration of the Plan.
6.6 Majority Actions. The Committee shall act by a majority of their
----------------
numbers, but may authorize one or more of them to sign all papers on their
behalf.
6.7 Indemnification of Members. The Company shall indemnify and hold
---------------------------
harmless any member of the Committee from any liability incurred in his or
her capacity as such for acts which he or she undertakes in good faith as a
member of such Committee.
Article VII. Termination and Amendment
--------------------------------------
7.1 Amendment or Termination. The Company may amend or terminate the
------------------------
Plan at any time, in whole or in part, by action of its Board of Directors
or any duly authorized committee or officer. Any Employing Company may
withdraw from participation in the Plan at any time. No amendment or
termination of the Plan or withdrawal therefrom by an Employing Company
shall adversely affect the vested benefits payable hereunder to any
Participant for service rendered prior to the effective date of such
amendment, termination or withdrawal.
Article VIII. Miscellaneous
----------------------------
8.1 Gender and Number. Whenever any words are used herein in the
-----------------
masculine, feminine or neuter gender, they shall be construed as though
they were also used in another gender in all cases where such would apply,
and whenever any words are used herein in the singular or plural form, they
shall be construed as though they were also used in another form in all
cases where they would so apply.
8.2 Action by the Company. Whenever the Company under the terms of
---------------------
this Plan is permitted or required to do or perform any act or thing, it
shall be done and performed by an officer or committee duly authorized by
the Board of Directors of the Company.
8.3 Headings. The headings and subheadings of this Plan have been
---------
inserted for convenience of reference only and shall not be used in the
construction of any of the provisions hereof.
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<PAGE>
8.4 Uniformity and Non Discrimination. All provisions of this Plan
----------------------------------
shall be interpreted and applied in a uniform nondiscriminatory manner.
8.5 Governing Law. To the extent that state law has not been
--------------
preempted by the provisions of ERISA or any other laws of the United States
heretofore or hereafter enacted, this Plan shall be construed under the
laws of the State of Connecticut.
8.6 Employment Rights. Nothing in this Plan shall confer any right
------------------
upon any Employee to be retained in the service of the Company or any of
its affiliates.
8.7 Incompetency. In the event that the Plan Administrator
-------------
determines that a Participant is unable to care for his affairs because of
illness or accident or any other reason, any amounts payable under this
Plan may, unless claim shall have been made therefor by a duly appointed
guardian, conservator, committee or other legal representative, be paid by
the Plan Administrator to the spouse, child, parent or other blood relative
or to any other person deemed by the Plan Administrator to have incurred
expenses for such Participant, and such payment so made shall be a complete
discharge of the liabilities of the Plan therefor.
OLIN CORPORATION
By:___________________________
Its
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