executivecicagreement.htm


    Exhibit
      10.2

     

    EXECUTIVE
      CHANGE IN CONTROL AGREEMENT, dated as of November 1, 2007 (the “Effective
      Date”), between OLIN CORPORATION, a Virginia corporation (“Olin”), and [•]
      (“Executive”).

     

    WHEREAS
      Executive is a key member of Olin’s management;

     

    WHEREAS
      Olin believes that it is in its best interests, as well as those of its
      stockholders, to assure the continuity of Executive for a fixed period of time
      in the event of an actual or threatened change in control of Olin and whether
      or
      not such change in control is determined by the Board to be in the best interest
      of its stockholders; and

     

    WHEREAS
      this Agreement is not intended to alter materially the compensation, benefits
      or
      terms of employment that Executive could reasonably expect in the absence of
      a
      change in control of Olin, but is intended to encourage and reward Executive’s
      compliance with the wishes of the Board whatever they may be in the event that
      a
      change in control occurs or is threatened.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements, provisions and covenants
      contained herein, and intending to be legally bound hereby, the parties hereto
      agree as follows:

     

    SECTION
      1.  Definitions.  As
      used in this Agreement:

     

    (a)  “Board”
      means the Board of Directors of Olin.

     

    (b)  “Cause”
      means (i) the willful and continued failure of Executive to substantially
      perform Executive’s duties (other than any such failure resulting from
      Executive’s incapacity due to physical or mental illness or injury or any such
      actual or anticipated failure after the issuance of a notice of Termination
      by
      Executive in respect of any event described in Section 1(e)(ii)); (ii) the
      willful engaging by Executive in gross misconduct significantly and demonstrably
      financially injurious to Olin; (iii) a willful breach by Executive of
      Olin’s Code of Business Conduct; or (iv) willful misconduct by Executive in
      the course of Executive’s employment which is a felony or fraud. No act or
      failure to act on the part of Executive will be considered “willful” unless done
      or omitted not in good faith and without reasonable belief that the action
      or
      omission was in the interests of Olin or not opposed to the interests of Olin
      and unless the act or failure to act has not been cured by Executive within
      14
      days after written notice to Executive specifying the nature of such
      violations.  Notwithstanding the foregoing, Executive shall not be
      deemed to have been terminated for Cause without (A) reasonable written
      notice to Executive setting forth the reasons for Olin’s intention to terminate
      for Cause, (B) an opportunity for Executive, together with Executive’s
      counsel, to be heard before the Board and (C) delivery to Executive of a
      notice of termination from the Board finding that, in the good faith opinion
      of
      75% of the entire membership of the Board, Executive was guilty of conduct
      described above and specifying the particulars thereof in detail.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (c)  “Change
      in Control” means the occurrence of any one of the following
      events:

     

    (i)  individuals
      who, on the Effective Date, constitute the Board (the “Incumbent
      Directors”) cease for any reason to constitute at least a majority of the
      Board; provided that any person becoming a director subsequent to the
      Effective Date, whose election or nomination for election was approved (either
      by a specific vote or by approval of the proxy statement of Olin in which such
      person is named as a nominee for director, without written objection to such
      nomination) by a vote of at least two-thirds of the directors who were, as
      of
      the date of such approval, Incumbent Directors, shall be an Incumbent Director;
      provided, however, that no individual initially appointed, elected
      or nominated as a director of Olin as a result of an actual or threatened
      election contest with respect to directors or as a result of any other actual
      or
      threatened solicitation of proxies or consents by or on behalf of any person
      other than the Board shall be deemed to be an Incumbent Director;

     

    (ii)  any
      “person” (as such term is defined in Section 3(a)(9) of the Securities
      Exchange Act of 1934 (the “Exchange Act”) and as used in
      Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a
“beneficial owner” (as such term is defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of Olin representing 20%
      or
      more of the combined voting power of Olin’s then outstanding securities eligible
      to vote for the election of the Board (the “Olin Voting Securities”);
provided, however, that the event described in this
      paragraph (ii) shall not be deemed to be a Change in Control if such event
      results from any of the following:  (A) the acquisition of Olin
      Voting Securities by Olin or any of its subsidiaries, (B) the acquisition of
      Olin Voting Securities by any employee benefit plan (or related trust)
      sponsored or maintained by Olin or any of its subsidiaries, (C) the
      acquisition of Olin Voting Securities by any underwriter temporarily holding
      securities pursuant to an offering of such securities, (D) the acquisition
      of Olin Voting Securities pursuant to a Non-Qualifying Transaction (as defined
      in paragraph (iii)), or (E) the acquisition of Olin Voting Securities
      by Executive or any group of persons including Executive (or any entity
      controlled by Executive or any group of persons including
      Executive);

     

    (iii)  the
      consummation of a merger, consolidation, statutory share exchange or similar
      form of corporate transaction involving (A) Olin or (B) any of its wholly owned
      subsidiaries pursuant to which, in the case of this clause (B), Olin Voting
      Securities are issued or issuable (any event described in the immediately
      preceding clause (A) or (B), a “Reorganization”) or the sale or other
      disposition of all or substantially all of the assets of Olin to an entity
      that
      is not an affiliate of Olin (a “Sale”), unless immediately following such
      Reorganization or Sale: (1) more than 50% of the total voting power (in respect
      of the election of directors, or similar officials in the case of an entity
      other than a corporation) of (x) Olin (or, if Olin ceases to exist, the
      entity resulting from such Reorganization), or, in the case of a Sale, the
      entity which has acquired all or substantially all of the assets of Olin (in
      either case, the “Surviving Entity”), or (y) if applicable, the
      ultimate parent entity that directly or indirectly has beneficial ownership
      of
      more than 50% of the total voting power (in respect of the election of
      directors, or similar officials in the case of an entity other than a
      corporation) of the Surviving Entity (the “Parent Entity”), is
      represented by Olin Voting Securities that were outstanding immediately prior
      to
      such Reorganization or Sale (or, if applicable, is represented by shares into
      which such Olin Voting Securities were converted pursuant to such Reorganization
      or Sale), (2) no person (other than any employee benefit plan (or related
      trust) sponsored or maintained by the Surviving Entity or the Parent Entity),
      is
      or becomes the beneficial owner, directly or indirectly, of 20% or more of
      the
      total voting power (in respect of the election of directors, or similar
      officials in the case of an entity other than a corporation) of the outstanding
      voting securities of the Parent Entity (or, if there is no Parent Entity, the
      Surviving Entity) and (3) at least a majority of the members of the board
      of directors (or similar officials in the case of an entity other than a
      corporation) of the Parent Entity (or, if there is no Parent Entity, the
      Surviving Entity) following the consummation of the Reorganization or Sale
      were,
      at the time of the approval by the Board of the execution of the initial
      agreement providing for such Reorganization or Sale, Incumbent Directors (any
      Reorganization or Sale which satisfies all of the criteria specified in (1),
      (2)
      and (3) above being deemed to be a “Non-Qualifying
      Transaction”);

     

    
      
        
        

      

      
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    (iv)  the
      stockholders of Olin approve a plan of complete liquidation or dissolution
      of
      Olin.

     

    Notwithstanding
      the foregoing, if any person becomes the beneficial owner, directly or
      indirectly, of 20% or more of the combined voting power of Olin Voting
      Securities solely as a result of the acquisition of Olin Voting Securities
      by
      Olin which reduces the number of Olin Voting Securities outstanding, such
      increased amount shall be deemed not to result in a Change in Control;
provided, however, that if such person subsequently becomes the
      beneficial owner, directly or indirectly, of additional Olin Voting Securities
      that increases the percentage of outstanding Olin Voting Securities beneficially
      owned by such person, a Change in Control of Olin shall then be deemed to
      occur.

     

    (d)  “Change
      in Control Severance” means three times the sum of:

     

    (i)  twelve
      months of Executive’s then current monthly salary (without taking into account
      any reductions which may have occurred at or after the date of a Change in
      Control); plus

     

    (ii)  an
      amount
      equal to the greater of (A) Executive’s average annual award actually paid in
      cash (or, in the event that the award in respect of the calendar year
      immediately prior to the year in which the date of Termination occurs has not
      yet been paid, the amount of such award that would have been payable in cash
      in
      the year in which the date of Termination occurs had Executive not incurred
      a
      Termination) under Olin’s short-term annual incentive compensation plans or
      programs (“ICP”) (including zero if nothing was paid or deferred but
      including any portion thereof Executive has elected to defer and, for the
      avoidance of doubt, excluding any portion of an annual award that Executive
      does
      not have a right to receive currently in cash) in respect of the three calendar
      years immediately preceding the calendar year in which the date of Termination
      occurs (or if Executive has not participated in ICP for such three completed
      calendar years, the average of any such awards in respect of the shorter period
      of years in which Executive was a participant) and (B) Executive’s then current
      ICP standard annual award in respect of the year in which the date of
      Termination occurs.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, in the event that an amount is payable to the Executive under
      Section 4(a), such amount shall be treated as “executive severance” for
      purposes of any Olin benefit plan that takes payments of “executive severance”
into account in determining benefits payable under such plan.

     

    (e)  “Termination”
      means:

     

    (i)  Executive
      is discharged by Olin, upon or following a Change in Control, other than for
      Cause and other than due to Executive’s death or disability (which will be
      deemed to occur if Executive becomes eligible to commence immediate receipt
      of
      disability benefits under the terms of Olin’s long-term disability plan);
      or

     

    (ii)  Executive
      terminates Executive’s employment in the event that upon or following a Change
      in Control:

     

    (A)  (1)
      Olin
      requires Executive to relocate Executive’s principal place of employment by more
      than fifty (50) miles from the location in effect immediately prior to the
      Change in Control; provided, however, that an Executive whose
      principal place of employment (immediately prior to the required relocation)
      was
      not located at Olin’s corporate headquarters (wherever located) will not have a
      basis for Termination if Executive is required to relocate Executive’s principal
      place of employment to the location of Olin’s then-current corporate
      headquarters or (2) Olin requires Executive to travel on business to a
      substantially greater extent than, and inconsistent with, Executive’s travel
      requirements prior to the Change in Control (taking into account the number
      and/or duration (both with respect to airtime and overall time away from home)
      of such travel trips following the Change in Control as compared to a comparable
      period prior to the Change in Control);

     

    (B)  Olin
      reduces Executive’s base salary or fails to increase Executive’s base salary on
      a basis consistent (as to frequency and amount) with Olin’s salary system for
      executive officers as in effect immediately prior to the Change in
      Control;

     

    
      
        
        

      

      
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    (C)  Olin
      fails to continue Executive’s participation in Olin’s benefit plans (including,
      without limitation, short-term and long-term cash and stock incentive
      compensation) on substantially the same basis, both in terms of (1) the
      amount of the benefits provided (other than due to Olin’s or a relevant
      operation’s or business unit’s financial or stock price performance provided
      such performance is a relevant criterion under such plan) and (2) the level
      of Executive’s participation relative to other participants as exists
      immediately prior to the Change in Control; provided that, with respect to
      annual and long term incentive compensation plans, the basis with which the
      amount of benefits and level of participation of Executive shall be compared
      shall be the average benefit awarded to Executive under the relevant plan during
      the three completed fiscal years immediately preceding the year in which the
      date of Termination occurs;

     

    (D)  Olin
      fails to substantially maintain its benefit plans as in effect immediately
      prior
      to the Change in Control, unless arrangements (embodied in an on-going
      substitute or alternative plan) are then in effect to provide benefits that
      are
      substantially similar to those in effect immediately prior to the Change in
      Control; or

     

    (E)  (1)
      Executive is assigned any duties inconsistent in any adverse respect with
      Executive’s position (including status, offices, titles and reporting lines),
      authority, duties or responsibilities immediately prior to the Change in Control
      or (2) Olin takes any action that results in a diminution in such position
      (including status, offices, titles and reporting lines), authority, duties
      or
      responsibilities or in a substantial reduction in any of the resources available
      to carry out any of Executive’s authorities, duties or responsibilities from
      those resources available immediately prior to the Change in
      Control.

     

    Notwithstanding
      anything to the contrary contained herein, Executive will not be entitled to
      terminate employment and receive the payments and benefits set forth in Sections
      4 and 5 as the result of the occurrence of any event specified in the foregoing
      clause (ii) (each such event, a “Good Reason Event”) unless, within 90 days
      following the occurrence of such event, Executive provides written notice to
      Olin of the occurrence of such event, which notice sets forth the exact nature
      of the event and the conduct required to cure such event.  Olin will
      have 30 days from the receipt of such notice within which to cure (such period,
      the “Cure Period”).  If, during the Cure Period, such event is
      remedied, then Executive will not be permitted to terminate employment and
      receive the payments and benefits set forth in Sections 4 and 5 as a result
      of
      such Good Reason Event.  If, at the end of the Cure Period, the Good
      Reason Event has not been remedied, Executive will be entitled to terminate
      employment as a result of such Good Reason Event during the 45 day period that
      follows the end of the Cure Period.  If Executive terminates
      employment during such 45 day period, so long as Executive delivered the written
      notice to Olin of the occurrence of the Good Reason Event at any time prior
      to
      the expiration of this Agreement, for purposes of the payments, benefits and
      other entitlements set forth in Sections 4 and 5 of this Agreement, the
      termination of Executive’s employment pursuant thereto shall be deemed to be a
      Termination before the expiration of this Agreement.  If Executive
      does not terminate employment during such 45 day period, Executive will not
      be
      permitted to terminate employment and receive the payments and benefits set
      forth in Sections 4 and 5 as a result of such Good Reason Event.

    


    
      
        
        

      

      
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    If
(x)
      Executive’s employment is terminated prior to a Change in Control for reasons
      that would have constituted a Termination if they had occurred upon or following
      a Change in Control, (y) Executive reasonably demonstrates that such termination
      of employment (or event described in clause (ii) above) occurred at the request
      of a third party who had indicated an intention or taken steps reasonably
      calculated to effect a Change in Control and (z) a Change in Control involving
      such third party (or a party competing with such third party to effectuate
      a
      Change in Control) does occur, then for purposes of this Agreement, the date
      immediately preceding the date of such termination of employment (or event
      described in clause (ii) above) shall be treated as the date of the Change
      in
      Control, except that for purposes of determining the timing of payments and
      benefits to Executive, the date of the actual Change in Control shall be treated
      as the Executive’s date of termination of employment.  In the event
      that Executive’s employment terminates under the circumstances described in
      clauses (x), (y) and (z) of the preceding sentence, such termination will be
      considered a Termination for purposes of this Agreement, and Executive will
      be
      entitled to receive the payments and benefits described in Sections 4 and 5
      of
      this Agreement, provided that any such payments and benefits due under Section
      4
      or 5 shall be reduced by the payments and benefits Executive has already
      received pursuant to the Executive Agreement, dated as of November 1, 2007,
      between Executive and Olin (the “Executive Agreement”) in respect of Executive’s
      termination of employment with Olin, and the remainder of the payments and
      benefits payable pursuant to the Executive Agreement shall be
      forfeited.

    


     

    SECTION
      2.  Entire
      Agreement; Prior Agreements.  This Agreement (together with the
      Executive Agreement) sets forth the entire understanding between Executive
      and
      Olin with respect to the subject matter hereof and thereof.  All oral
      or written agreements or representations, express or implied, with respect
      to
      the subject matter of this Agreement are set forth in this Agreement and the
      Executive Agreement.  All prior agreements, understandings and
      obligations (whether written, oral, express or implied) between Executive and
      Olin with respect to the subject matter hereof are terminated as of the date
      hereof (including, specifically, that certain Executive Agreement, dated
      November 1, 2002, between Executive and Olin) and are superseded by this
      Agreement.

     

    SECTION
      3.  Term;
      Executive’s Duties.  (a)  This Agreement expires at the
      close of business on January 26, 2011, provided that beginning on January 26,
      2009 and on each January 26 thereafter (any such January 26 being referred
      to
      herein as a “Renewal Date”) the term of this Agreement shall be extended
      for one additional year unless Olin has provided Executive with written notice
      at least 90 days in advance of the immediately succeeding Renewal Date that
      the
      term of this Agreement shall not be so extended; provided,
however, that if a Change in Control has occurred prior to the date
      on
      which this Agreement expires, this Agreement shall not expire prior to three
      years following the date of the Change in Control; provided,
further, that the expiration of this Agreement will not affect any
      of
      Executive’s rights resulting from a Termination prior to such expiration. In the
      event of Executive’s death while employed by Olin, this Agreement shall
      terminate and be of no further force or effect on the date of Executive’s
      death.  Executive’s death will not affect any of Executive’s rights
      resulting from a Termination prior to death.

     

    
      
        
        

      

      
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    (b)  During
      the period of Executive’s employment by Olin, Executive shall devote Executive’s
      full time efforts during normal business hours to Olin’s business and affairs,
      except during vacation periods in accordance with Olin’s vacation policy and
      periods of illness or incapacity. Nothing in this Agreement will preclude
      Executive from devoting reasonable periods required for service as a director
      or
      a member of any organization involving no conflict of interest with Olin’s
      interest, provided that no additional position as director or member shall
      be
      accepted by Executive during the period of Executive’s employment with Olin
      without its prior consent.

     

    SECTION
      4.  Change
      in Control Severance Payment.  (a)  Subject to Section
      4(b), in the event of a Termination occurring before the expiration of this
      Agreement, Olin will pay Executive a lump sum in an amount equal to the Change
      in Control Severance.  The payment of the Change in Control Severance
      will be made within 10 days following the date of Termination.

     

    (b)  Notwithstanding
      Section 4(a), if Executive would otherwise have been required by Olin policy
      to
      retire at age 65, then if the date of Executive’s sixty-fifth birthday falls
      during the 36-month period following the date of Termination, the amount payable
      pursuant to Section 4(a) shall be reduced to the amount equal to the product
      of
      (i) the Change in Control Severance, multiplied by (ii) a fraction, the
      numerator of which is the number of days from the date of Termination through
      and including the date of Executive’s sixty-fifth birthday and the denominator
      of which is 1095.

     

    (c)  If
      on the
      date of  Termination, Executive is eligible and is receiving payments
      under any then existing disability plan of Olin or its subsidiaries and
      affiliates, then Executive agrees that all payments under such disability plan
      may, and will be, suspended and offset (subject to applicable law) for 36 months
      (or, if earlier, until Executive attains age 65, if Executive would otherwise
      have been required by Olin policy to retire at age 65) following the date of
      Termination.  If, after such period, Executive remains eligible to
      receive disability payments, then such payments shall resume in the amounts
      and
      in accordance with the provisions of the applicable disability plan of Olin
      or
      its subsidiaries and affiliates.

     

    
      
        
        

      

      
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    SECTION
      5.  Other
      Benefits.  (a)  If Executive becomes entitled to payment
      under Section 4(a) or 4(b), as applicable, then (i) Executive will be treated
      as
      if Executive remained employed for service purposes for 36 months following
      the
      date of Termination.  If the date of Termination is prior to January
      1, 2008, the Executive will receive 36 months of service credit under all Olin
      qualified and non-qualified defined benefit pension plans for which Executive
      was eligible at the time of Termination.  If the date of Termination
      is after December 31, 2007, the Executive will receive 36 months of retirement
      contributions to all Olin qualified and non-qualified defined contribution
      plans
      for which Executive was eligible at the time of the Termination.  Such
      contributions shall be based on the amount of the Executive
      Severance.  Such service credits or contributions shall be applied to
      Olin’s qualified pension plans to the extent permitted under then applicable
      law, otherwise such credit shall be applied to Olin’s non-qualified defined
      benefit or defined contribution plan, as appropriate.  Payments under
      such non-qualified plans shall be due at the times and in the manner payments
      are due Executive under Olin’s non-qualified defined benefit and defined
      contribution pension plans, it being understood that Executive shall be
      permitted to receive payments from Olin’s plans (assuming Executive otherwise
      qualifies to receive such payments, is permitted to do so under the applicable
      plan terms and elects to do so), during the period that Executive is receiving
      payments pursuant to Section 4(a)), and that Executive’s defined benefit pension
      benefit will be determined based on Executive’s actual age at the time
      Executive’s pension benefit commences; and (ii) for 36 months from the date of
      the Termination, Executive (and Executive’s covered dependents) will continue to
      enjoy coverage on the same basis as a similarly situated active employee under
      all Olin medical, dental, and life insurance plans to the extent Executive
      was
      enjoying such coverage immediately prior to the Termination.  Except
      as specifically permitted by Section 409A of the Internal Revenue Code of 1986,
      as amended (the “Code”), and the regulations thereunder as in effect from time
      to time (collectively, hereinafter, “Section 409A”), the coverage provided to
      Executive during any calendar year will not affect the coverage to be provided
      to Executive in any other calendar year.  Executive’s entitlement to
      insurance continuation coverage under the Consolidated Omnibus Budget
      Reconciliation Act of 1985 would commence at the end of the period during which
      insurance coverage is provided under this Agreement without offset for coverage
      provided hereunder.  Executive shall accrue no vacation during the 36
      months following the date of Termination but shall be entitled to payment for
      accrued and unused vacation for the calendar year in which the Termination
      occurs. If Executive receives the Change in Control Severance (including the
      amount referred to in Section 1(d)(ii)), Executive shall not be entitled to
      an ICP award for the calendar year of Termination if Termination occurs during
      the first calendar quarter.  Even if Executive receives the Change in
      Control Severance (including the amount referred to in Section 1(d)(ii)), if
      Termination occurs during or after the second calendar quarter, Executive shall
      be entitled to a prorated ICP award for the calendar year of Termination which
      shall be determined by multiplying Executive’s then current ICP standard annual
      award by a fraction, the numerator of which is the number of weeks in the
      calendar year prior to the Termination and the denominator of which is
      52.  Executive shall accrue no ICP award following the date of
      Termination.  The accrued vacation pay and ICP award, if any, shall be
      paid in a lump sum when the Change in Control Severance is paid.

     

    (b)  Notwithstanding
      the foregoing Section 5(a), no such service credit or insurance coverage will
      be
      afforded by this Agreement with respect to any period after Executive’s
      sixty-fifth birthday, if Executive would otherwise have been required by Olin
      policy to retire at age 65.

     

    
      
        
        

      

      
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    (c)  In
      the
      event of a Termination, Executive will be entitled at Olin’s expense to
      outplacement counseling and associated services in accordance with Olin’s
      customary practice at the time or, if more favorable to Executive, in accordance
      with such practice immediately prior to the Change in Control, with respect
      to
      its senior executives who have been terminated other than for
      Cause.  It is understood that the counseling and services contemplated
      by this Section 5(c) are intended to facilitate the obtaining by Executive
      of
      other employment following a Termination, and payments or benefits by Olin
      in
      lieu thereof will not be available to Executive.  The outplacement
      services will be provided for a period of 12 months beginning within 10 days
      following the date of Termination.

     

    (d)  If
      Executive becomes entitled to the payment under Section 4(a), then at the
      end of the period for insurance coverage provided in accordance with Section
      5(a), if Executive at such time has satisfied the eligibility requirements
      to
      participate in Olin’s post-retirement medical and dental plan, Executive shall
      be entitled to continue in Olin’s medical and dental coverage (including
      dependent coverage) on terms and conditions no less favorable to Executive
      as in
      effect prior to the Change in Control for Executive until Executive reaches
      age
      65; provided, that if Executive obtains other employment which offers medical
      or
      dental coverage to Executive and Executive’s dependents, Executive shall enroll
      in such medical or dental coverage, as the case may be, and the corresponding
      coverage provided to Executive hereunder shall be secondary coverage to the
      coverage provided by Executive’s new employer so long as such employer provides
      Executive with such coverage; provided further that except as specifically
      permitted by Section 409A, the coverage provided to Executive during any
      calendar year will not affect the coverage to be provided to Executive in any
      other calendar year.

     

    (e)  If
      there
      is a Change in Control, Olin shall not reduce or diminish the insurance coverage
      or benefits which are provided to Executive under Section 5(a) or 5(d) during
      the period Executive is entitled to such coverage; provided Executive makes
      the
      premium payments required by active employees generally for such coverage,
      if
      any, under the terms and conditions of coverage applicable to
      Executive.

     

    SECTION
      6.  Participation
      in Change in Control; Section 4999 of Internal Revenue
      Code.  (a)  In the event that Executive 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 (referred to in this Section 6(a) as an “acquisition”) which would
      result in an event described in Section 1(c)(i) or (ii), Executive must promptly
      disclose such participation or agreement to Olin. If Executive so participates
      or agrees to participate, no payments due under this Agreement or by virtue
      of
      any Change in Control provisions contained in any compensation or benefit plan
      of Olin will be paid to Executive until the acquiring group in which Executive
      participates or agrees to participate has completed the acquisition. In the
      event Executive so participates or agrees to participate and fails to disclose
      Executive’s participation or agreement, Executive will not be entitled to any
      payments under this Agreement or by virtue of Change in Control provisions
      in
      any Olin compensation or benefit plan, notwithstanding any of the terms hereof
      or thereof.

     

    
      
        
        

      

      
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    (b)  (i)  Anything
      in this Agreement to the contrary notwithstanding and except as set forth below,
      in the event it shall be determined that any Payment would be subject to the
      Excise Tax, then Executive shall be entitled to receive an additional payment
      (the “Gross-Up Payment”) in an amount such that, after payment by
      Executive of all taxes (and any interest or penalties imposed with respect
      to
      such taxes), including, without limitation, any income and employment taxes
      (and
      any interest and penalties imposed with respect thereto) and Excise Tax imposed
      upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment
      equal to the Excise Tax imposed upon the Payments.  Olin’s obligation
      to make Gross-Up Payments under this Section 6 shall not be conditioned
      upon Executive’s termination of employment.

     

    (ii)  Subject
      to the provisions of Section 6(b)(iii), all determinations required to be
      made under this Section 6(b), including whether and when a Gross-Up Payment
      is required, the amount of such Gross-Up Payment and the assumptions to be
      utilized in arriving at such determination, shall be made by KPMG LLP or such
      other nationally recognized certified public accounting firm as may be
      designated by Executive (the “Accounting Firm”).  The
      Accounting Firm shall provide detailed supporting calculations both to Olin
      and
      Executive within 15 business days of the receipt of notice from Executive that
      there has been a Payment or such earlier time as is requested by
      Olin.  The Accounting Firm shall not determine that no Excise Tax is
      payable by Executive unless it delivers to Executive a written opinion that
      failure to report the Excise Tax on Executive’s applicable federal income tax
      return would not result in the imposition of a negligence or similar
      penalty.  All fees and expenses of the Accounting Firm shall be borne
      solely by Olin.  Any Gross-Up Payment, as determined pursuant to this
      Section 6(b), shall be paid by Olin to Executive within 5 days of the
      receipt of the Accounting Firm’s determination and in no event shall such date
      be later than the last day of the calendar year after the calendar year in
      which
      the applicable Excise Tax is paid.  Any determination by the
      Accounting Firm shall be binding upon Olin and Executive.  As a result
      of the uncertainty in the application of Section 4999 of the Code at the
      time of the initial determination by the Accounting Firm hereunder, it is
      possible that Gross-Up Payments that will not have been made by Olin should
      have
      been made (the “Underpayment”), consistent with the calculations required
      to be made hereunder.  In the event Olin exhausts its remedies
      pursuant to Section 6(b)(iii) and Executive thereafter is required to make
      a payment of any Excise Tax, the Accounting Firm shall determine that amount
      of
      the Underpayment that has occurred and any such Underpayment shall be paid
      by
      Olin to or for the benefit of Executive within 5 days of receipt of the
      Accounting Firm’s determination.

     

    (iii)  Executive
      shall notify
      Olin in writing of any claims by the Internal Revenue Service that, if
      successful, would require the payment by Olin of the Gross-Up
      Payment.  Such notification shall be given as soon as practicable but
      not later than 30 days after Executive actually receives notice in writing
      of
      such claim and shall apprise Olin of the nature of such claim and the date
      on
      which such claim is requested to be paid; provided, however, that the failure
      of
      Executive to notify Olin of such claim (or to provide any required information
      with respect thereto) shall not affect any rights granted to Executive under
      this Section 6(b) except to the extent that Olin is materially prejudiced
      in the defense of such claim as a direct result of such
      failure.  Executive shall not pay such claim prior to the expiration
      of the 30-day period following the date on which Executive gives such notice
      to
      Olin (or such shorter period ending on the date that any payment of taxes with
      respect to such claim is due).  If Olin notifies Executive in writing
      prior to the expiration of such period that Olin desires to contest such claim,
      Executive shall:

     

    
      
        
        

      

      
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    (A)  give
      Olin
      any information reasonably requested by Olin relating to such
      claim;

     

    (B)  take
      such
      action in connection with contesting such claim as Olin shall reasonably request
      in writing from time to time, including, without limitation, accepting legal
      representation with respect to such claim by an attorney selected by Olin and
      reasonably acceptable to Executive;

     

    (C)  cooperate
      with Olin in good faith in order to effectively contest such claim;
      and

     

    (D)  permit
      Olin to participate in any proceedings relating to such claim;

     

    provided,
      however, that Olin shall bear and pay directly all costs and expenses
      (including additional interest and penalties) incurred in connection with such
      contest, and shall indemnify and hold Executive harmless, on an after-tax basis,
      for any Excise Tax or income or employment tax (including interest and
      penalties) imposed as a result of such representation and payment of costs
      and
      expenses.  Without limitation on the foregoing provisions of this
      Section 6(b)(iii), Olin shall control all proceedings taken in connection
      with such contest, and, at its sole discretion, may pursue or forego any and
      all
      administrative appeals, proceedings, hearings and conferences with the
      applicable taxing authority in respect of such claim and may, at its sole
      discretion, either direct Executive to pay the tax claimed and sue for a refund
      or contest the claim in any permissible manner, and Executive agrees to
      prosecute such contest to a determination before any administrative tribunal,
      in
      a court of initial jurisdiction and in one or more appellate courts, as Olin
      shall determine; provided, however, that, if Olin directs
      Executive to pay such claim and sue for a refund, Olin shall advance the amount
      of such payment to Executive, on an interest-free basis, and shall indemnify
      and
      hold Executive harmless, on an after-tax basis, from any Excise Tax or income
      tax (including interest or penalties) imposed with respect to such advance
      or
      with respect to any imputed income in connection with such advance; and
provided, further, that any extension of the statute of
      limitations relating to payment of taxes for the taxable year of Executive
      with
      respect to which such contested amount is claimed to be due is limited solely
      to
      such contested amount.  Furthermore, Olin’s control of the contest
      shall be limited to issues with respect to which the Gross-Up Payment would
      be
      payable hereunder, and Executive shall be entitled to settle or contest, as
      the
      case may be, any other issue raised by the Internal Revenue Service or any
      other
      taxing authority.

     

    
      
        
        

      

      
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    (iv)  If,
      after the receipt
      by Executive of an amount advanced by Olin pursuant to Section 6(b)(iii),
      Executive becomes entitled to receive any refund with respect to such claim,
      Executive shall (subject to Olin’s complying with the requirements of
      Section 6(b)(iii)) promptly pay to Olin the amount of such refund (together
      with any interest paid or credited thereon after taxes applicable
      thereto).  If, after the receipt by Executive of an amount advanced by
      Olin pursuant to Section 6(b)(iii), a determination is made that Executive
      shall
      not be entitled to any refund with respect to such claim, and Olin does not
      notify Executive in writing of its intent to contest such denial of refund
      prior
      to the expiration of 30 days after such determination, then such advance shall
      be forgiven and shall not be required to be repaid and the amount of such
      advance shall offset, to the extent thereof, the amount of Gross-Up Payment
      required to be paid.

     

    (v)  Notwithstanding
      any
      other provision of this Section 6(b), Olin may, in its sole discretion,
      withhold and pay over to the Internal Revenue Service or any other applicable
      taxing authority, for the benefit of Executive, all or any portion of the
      Gross-Up Payment, and Executive hereby consents to such
      withholding.

     

    (c)  For
      purposes of this Section 6:

     

    (i)  “Excise
      Tax”
means the excise tax imposed by Section 4999 of the Code, together with any
      interest or penalties imposed with respect to such excise tax.

     

    (ii)  “Payment”
means
      any
      payment or distribution in the nature of compensation (within the meaning of
      Section 280G(b)(2) of the Code) to or for the benefit of Executive, whether
      paid or payable pursuant to this Agreement or otherwise.

     

    SECTION
      7.  Successors;
      Binding Agreement.  (a)  Olin will require any successor
      (whether direct or indirect, by purchase, merger, consolidation or otherwise)
      to
      all or substantially all of the business or assets of Olin, by agreement, in
      form and substance satisfactory to Executive, expressly to assume and agree
      to
      perform this Agreement in the same manner and to the same extent that Olin
      would
      be required to perform if no such succession had taken place.  Failure
      of Olin to obtain such assumption and agreement prior to the effectiveness
      of
      any such succession will be a breach of this Agreement and entitle Executive
      to
      compensation from Olin in the same amount and on the same terms as Executive
      would be entitled to hereunder had a Termination occurred on the succession
      date.  As used in this Agreement, “Olin” means Olin as defined in the
      preamble to this Agreement and any successor to its business or assets which
      executes and delivers the agreement provided for in this Section 7 or which
      otherwise becomes bound by all the terms and provisions of this Agreement by
      operation of law or otherwise.

     

    (b)  This
      Agreement shall be enforceable by Executive’s personal or legal representatives,
      executors, administrators, successors, heirs, distributees, devisees and
      legatees.

     

    
      
        
        

      

      
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    SECTION
      8.  Notices.  For
      the purpose of this Agreement, notices and all other communications provided
      for
      herein shall be in writing and shall be deemed to have been duly given when
      delivered or mailed by United States registered or certified mail, return
      receipt requested, postage prepaid, addressed as follows:

     

    


    If
      to
      Executive:

    [•]

    


    


     

    If
      to
      Olin:

     

    


     

    Olin
      Corporation

     

    190
      Carondelet Plaza

     

    Suite
      1530

     

    Clayton,
      MO 63105-3443

     

    Attention:
      Corporate Secretary

     

    or
      to
      such other address as either party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

     

    SECTION
      9.  Governing
      Law.  The validity, interpretation, construction and performance
      of this Agreement shall be governed by the laws of the Commonwealth of Virginia
      (without giving effect to its principles of conflicts of law).

     

    SECTION
      10.  Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together will constitute one and
      the
      same Agreement.

     

    SECTION
      11.  No
      Mitigation.  Executive will not be required to mitigate the amount
      of any payment provided for in this Agreement by seeking other employment or
      otherwise, nor shall any compensation received by Executive from a third party
      reduce such payment except as explicitly provided in this
      Agreement.  Except as may otherwise be expressly provided herein,
      nothing in this Agreement will be deemed to reduce or limit the rights which
      Executive may have under any employee benefit plan, policy or arrangement of
      Olin and its subsidiaries and affiliates.  Except as expressly
      provided in this Agreement and subject to Section 17(b), payments made pursuant
      to this Agreement shall not be affected by any set-off, counterclaim,
      recoupment, defense or other claim which Olin and its subsidiaries and
      affiliates may have against Executive.

     

    SECTION
      12.  Withholding
      of Taxes.  Olin may withhold from any benefits payable under this
      Agreement all federal, state, city or other taxes as shall be required pursuant
      to any law or governmental regulation or ruling.

     

    SECTION
      13.  Non-assignability.  This
      Agreement is personal in nature and neither of the parties hereto shall, without
      the consent of the other, assign or transfer this Agreement or any rights or
      obligations hereunder, except as provided in Section 7 above.  Without
      limiting the foregoing, Executive’s right to receive payments hereunder shall
      not be assignable or transferable, whether by pledge, creation of a security
      interest or otherwise, other than a transfer by will or by the laws of descent
      or distribution, and, in the event of any attempted assignment or transfer
      by
      Executive contrary to this Section 13, Olin shall have no liability to pay
      any
      amount so attempted to be assigned or transferred.

     

    
      
        
        

      

      
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    SECTION
      14.  No
      Employment Right.  This Agreement shall not be deemed to confer on
      Executive a right to continued employment with Olin.

     

    SECTION
      15.  Disputes/Arbitration.  (a)  Any
      dispute or controversy arising under or in connection with this Agreement shall
      be settled exclusively by arbitration at Olin’s corporate headquarters 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; provided, however, that Executive shall be entitled
      to seek specific performance of Executive’s right to be paid during the pendency
      of any dispute or controversy arising under or in connection with this
      Agreement.

     

    (b)  Olin
      shall pay all reasonable legal fees and expenses, as they become due, which
      Executive may incur prior to the third anniversary of the expiration of this
      Agreement to enforce this Agreement through arbitration or otherwise unless
      the
      arbitrator determines that Executive had no reasonable basis for Executive’s
      claim. Should Olin dispute the entitlement of Executive to such fees and
      expenses, the burden of proof shall be on Olin to establish that Executive
      had
      no reasonable basis for Executive’s claim.  All reimbursable expenses
      shall be reimbursed to Executive as promptly as practicable and in any event
      not
      later than the last day of the calendar year after the calendar year in which
      the expenses are incurred, and the amount of expenses eligible for reimbursement
      during any calendar year will not affect the amount of expenses eligible for
      reimbursement in any other calendar year.

     

    (c)  If
      any
      payment which is due to Executive hereunder has not been paid within ten (10)
      days of the date on which such payment was due, Executive shall be entitled
      to
      receive interest thereon from the due date until paid at an annual rate of
      interest equal to the Prime Rate reported in the Wall Street Journal, Northeast
      Edition, on the last business day of the month preceding the due date,
      compounded annually.

     

    SECTION
      16.  Miscellaneous.  (a)   Except
      as specifically provided in Section 17(d), no provisions of this Agreement
      may be modified, waived or discharged unless such modification, waiver or
      discharge is agreed to in writing signed by Executive and Olin.  No
      waiver by either party hereto at any time of any breach by the other party
      hereto of, or compliance with, any condition or provision of this Agreement
      to
      be performed by such other party shall be deemed a waiver of similar or
      dissimilar provisions or conditions at the same or at any prior or subsequent
      time.

     

    
      
        
        

      

      
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    (b)  The
      invalidity or unenforceability of any provisions of this Agreement shall not
      affect the validity or enforceability of any other provisions of this Agreement,
      which shall remain in full force and effect to the fullest extent permitted
      by
      law.

     

    (c)  Executive
      may not cumulate the benefits provided under this Agreement with any severance
      or similar benefits (“Other Severance Benefits”) that Executive may be
      entitled to by agreement with Olin (including, without limitation, pursuant
      to
      the Executive Agreement or any other employment, severance or termination
      agreement, plan, arrangement or policy) or under applicable law in connection
      with the termination of Executive’s employment.  Subject to
      Section 17(b), to the extent that Executive receives any Other Severance
      Benefits, then the payments and benefits payable hereunder to Executive shall
      be
      reduced by a like amount.  To the extent Olin is required to provide
      payments or benefits to Executive under the Worker Adjustment and Retraining
      Notification Act (or any state, local or foreign law relating to severance
      or
      dismissal benefits), the benefits payable hereunder shall be first applied
      to
      satisfy such obligation.

     

    SECTION
      17.  Section
      409A.  (a)  It is intended that the provisions of this
      Agreement comply with Section 409A, and all provisions of this Agreement shall
      be construed and interpreted in a manner consistent with the requirements for
      avoiding taxes or penalties under Section 409A.

     

    (b)  Neither
      Executive nor any of Executive’s creditors or beneficiaries shall have the right
      to subject any deferred compensation (within the meaning of Section 409A)
      payable under this Agreement or under any other plan, policy, arrangement or
      agreement of or with Olin or any of its affiliates (this Agreement and such
      other plans, policies, arrangements and agreements, the “Olin Plans”) to any
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      attachment or garnishment.  Except as permitted under Section 409A,
      any deferred compensation (within the meaning of Section 409A) payable to
      Executive or for Executive’s benefit under any Olin Plan may not be reduced by,
      or offset against, any amount owing by Executive to Olin or any of its
      affiliates.

     

    (c)  If,
      at the time of Executive’s separation from service (within the meaning of
      Section 409A), (i) Executive shall be a specified employee (within the meaning
      of Section 409A and using the identification methodology selected by Olin from
      time to time) and (ii) Olin shall make a good faith determination that an amount
      payable under an Olin Plan constitutes deferred compensation (within the meaning
      of Section 409A) the payment of which is required to be delayed pursuant to
      the
      six-month delay rule set forth in Section 409A in order to avoid taxes or
      penalties under Section 409A, then Olin (or its affiliate, as applicable) shall
      not pay such amount on the otherwise scheduled payment date but shall instead
      accumulate such amount and pay it, without interest, on the first business
      day
      after such six-month period.

     

    
      
        
        

      

      
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    (d)  Notwithstanding
      any provision of this Agreement or any Olin Plan to the contrary, in light
      of
      the uncertainty with respect to the proper application of Section 409A, Olin
      reserves the right to make amendments to this Agreement and any Olin Plan as
      Olin deems necessary or desirable to avoid the imposition of taxes or penalties
      under Section 409A.  In any case, except as specifically provided in
      Section 6(b), Executive is solely responsible and liable for the satisfaction
      of
      all taxes and penalties that may be imposed on Executive or for Executive’s
      account in connection with any Olin Plan (including any taxes and penalties
      under Section 409A), and neither Olin nor any affiliate shall have any
      obligation to indemnify or otherwise hold Executive harmless from any or all
      of
      such taxes or penalties.

     

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    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed and
      delivered as of the day and year first above set forth.

     

    OLIN
      CORPORATION

     

    


     

    


     

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