executiveagreement.htm


    Exhibit
      10.1

     

    EXECUTIVE
      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; and

     

    WHEREAS
      Olin believes that it is appropriate to provide Executive with certain specified
      severance compensation and benefits in the event of termination of employment
      under certain circumstances as set forth in more detail below.

     

    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);
      (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 reasonable written notice to Executive setting forth the reasons for
      Olin’s intention to terminate for Cause.

     

    (c)  “Executive
      Severance” means:

     

    (i)  twelve
      months of Executive’s then current monthly salary; 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d)  “Termination”
      means the termination of Executive’s employment by Olin other than for Cause and
      other than due to Executive’s death or disability.  For purposes
      solely of clarification, it is understood that (x) if, in connection with the
      spinoff of an Olin business or Olin’s assets as a separate public company to
      Olin’s shareholders, Executive accepts employment with, and becomes employed at,
      the spunoff company or its affiliate, the termination of Executive’s employment
      with Olin shall not be considered a “Termination” for purposes of this Agreement
      and (y) except as provided in Section 4(d), in connection with the sale of
      an
      Olin business or assets to a third party or the transfer or sale of an Olin
      business or Olin’s assets to a joint venture to be owned directly or indirectly
      by Olin with one or more third parties, if Executive accepts employment with,
      and becomes employed by, such buyer or its affiliate or such joint venture
      or
      its affiliate in connection with such transaction, such cessation of employment
      with Olin shall not be considered a “Termination” for purposes of this
      Agreement.

     

    SECTION
      2.  Entire
      Agreement; Prior Agreements.  This Agreement (together with the
      Executive Change in Control Agreement, dated as of November 1, 2007,
      between Executive and Olin (the “CIC 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 CIC 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, the Executive
      Agreement between Olin and Executive dated as of November 1, 2002) and are
      superseded by this Agreement and the CIC Agreement.  Notwithstanding
      the foregoing, the provisions of Section 7 shall not supersede any other
      agreements, understandings or obligations between Executive and Olin with
      respect to the subject matter thereof, which shall remain in full force and
      effect in accordance with their terms.

     

    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 that the expiration of this
      Agreement shall not affect any of Executive’s rights resulting from a
      Termination occurring 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.  Executive
      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, in equal installments in accordance with Olin’s normal
      payroll practices, over the 12-month period that begins on the 55th day after
      the date of Termination, an aggregate amount equal to the Executive Severance,
      provided that no amounts shall be payable to Executive unless, on or prior
      to
      the 54th day following the date of Termination, (i) Executive shall have
      executed the Release described in Section 6 and (ii) such Release shall
      have become effective and irrevocable.

     

    (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 12-month period immediately following the date of Termination, the
      aggregate amount payable pursuant to Section 4(a) shall be reduced to the amount
      equal to the product of (i) the Executive 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 365, and such reduced amount shall be payable
      (subject to the Release requirement set forth in Sections 4(a) and 6) in
      equal installments in accordance with Olin’s normal payroll practices over the
      period that begins on the 55th day after the date of Termination and ends on
      the
      55th day after the Executive’s sixty-fifth birthday.

     

    (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) during the 12-month period
      specified in Section 4(a) (or, if applicable, such shorter as specified in
      Section 4(b)).  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.

     

    (d)  In
      the
      event Executive, in connection with the sale of an Olin business or assets
      to a
      third party or the transfer of an Olin business or Olin assets to a joint
      venture which would be owned directly or indirectly by Olin with one or more
      third parties, ceases to be employed by Olin and with Olin’s consent becomes
      employed by the buyer or its affiliate or the joint venture or its affiliate
      (a
“New Employer”), Executive shall be entitled to the benefits provided under
      Section 4(a) (determined as if Executive incurred a Termination upon such
      cessation of employment with Olin) (subject to Sections 4(b), 4(c) and 17)
      and
      the first sentence of Section 5(a) (subject to Section 5(b)), and
      Section 5(c), if Executive has a Termination with the New Employer (with
      the New Employer being substituted for Olin in Section 1(d)) within 12 months
      of
      becoming employed by such New Employer.  Subject to
      Section 18(b), any cash compensation amounts paid under this Section 4(d)
      shall be reduced by any severance, job transition or employment termination
      payments such Executive receives in cash from the New Employer in connection
      with the Termination.

     

    
      
        
        

      

      
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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 12 months following
      the
      date of Termination.  If the date of Termination is prior to January
      1, 2008, the Executive will receive 12 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 12 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 12 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.  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 12 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 Executive Severance (including the
      amount referred to in Section 1(c)(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 Executive
      Severance (including the amount referred to in Section 1(c)(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 the average actual payout (as a percentage of the
      ICP
      standard) for all participants in the ICP in the same measurement organizational
      unit 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,
      which
      shall be payable at substantially the same time as ICP payments for the year
      in
      which Termination occurs are made to then current active employees, provided
      that such payment shall be made to Executive no earlier than January 1 and
      no
      later than December 31 of the calendar year following the year in which the
      date
      of Termination occurs.  Executive shall accrue no ICP award following
      the date of Termination.

     

    
      
        
        

      

      
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    (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.

     

    (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 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 five days after the Release described
      in Section 6 becomes effective and irrevocable.

     

    SECTION
      6.  Release.  Executive
      shall not be entitled to receive any of the payments or benefits set forth
      in
      Sections 4 and 5 unless Executive executes a Release (substantially in the
      form
      of Exhibit A hereto) in favor of Olin and others set forth in Exhibit A relating
      to all claims or liabilities of any kind relating to Executive’s employment with
      Olin or an affiliate and the termination of such employment, and, on or prior
      to
      the 54th day
      following the date of Termination, such Release becomes effective and
      irrevocable in accordance with the terms thereof.

     

    SECTION
      7.  Restrictive
      Covenants.  (a)  As an inducement to Olin to provide the
      payments and benefits to Executive hereunder, Executive acknowledges and agrees
      that, except as otherwise provided in Section 7(g), in the event of Executive’s
      termination of employment for any reason, Executive agrees to comply with the
      restrictions set forth in Section 7(b) for a one-year period from the date
      of
      Termination  (or, if earlier, until Executive attains age 65, if
      Executive would otherwise have been required by Olin policy to retire at age
      65)
      (the “Non-Compete Term”), provided that if Executive’s employment is not
      terminated by reason of a Termination (and Executive therefore is not entitled
      to receive the payments and benefits set forth in Sections 4 and 5 hereof),
      then
      Executive need not comply with the restrictions set forth in Section
      7(b).

     

    
      
        
        

      

      
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    (b)  Executive
      acknowledges and agrees that, except as otherwise provided in Section
      7(g),  so long as Olin complies with its obligations to provide the
      payments required under Sections 4 and 5, Executive shall not during the
      Non-Compete Term, directly or indirectly: (i) render services for any
      corporation, partnership, sole proprietorship or any other person or entity
      or
      engage in any business which, in the judgment of Olin, is or becomes competitive
      with Olin or any affiliate, or which is or becomes otherwise prejudicial to or
      in conflict with the interests of Olin or any affiliate (such judgment to be
      based on Executive’s positions and responsibilities while employed by Olin or an
      affiliate, Executive’s post-employment responsibilities and position with such
      corporation, partnership, sole proprietorship, person, entity or business,
      the
      extent of past, current and potential competition or conflict between Olin
      or an
      affiliate and such other corporation, partnership, sole proprietorship, person,
      entity or business, the effect on customers, suppliers and competitors of
      Executive’s assuming such post-employment position, the guidelines established
      in the then-current edition of Olin’s Standards of Ethical Business Practices,
      and such other considerations as are deemed relevant given the applicable facts
      and circumstances), provided that Executive shall be free to purchase as an
      investment or otherwise, stock or other securities of such corporation,
      partnership, sole proprietorship, person, entity or business so long as they
      are
      listed upon a recognized securities exchange or traded over the counter and
      such
      investment does not represent a substantial investment to Executive or a greater
      than 1% equity interest in such corporation, partnership, sole proprietorship,
      person, entity or business or (ii) for Executive or for any other person,
      corporation, partnership, sole proprietorship, entity or business: (A) employ
      or
      attempt to employ or enter into any contractual arrangement with any employee
      or
      former employee of Olin, unless such employee or former employee has not been
      employed by Olin for a period in excess of six months; (B) call on or solicit
      any of the actual or targeted prospective clients of Olin on behalf of any
      corporation, partnership, sole proprietorship, person, entity or business in
      connection with any business competitive with the business of Olin; or (C)
      make
      known the names and addresses of such clients or any information relating in
      any
      manner to Olin’s trade or business relationships with such
      customers.

     

    (c)  Executive
      acknowledges and agrees (whether or not Executive is subject to the restrictions
      set forth in Section 7(b)) not to disclose, either while in Olin’s employ or at
      any time thereafter, to any person not employed by Olin, or not engaged to
      render services to Olin, any confidential information obtained by Executive
      while in the employ of Olin, including, without limitation, trade secrets,
      know-how, improvements, discoveries, designs, customer and supplier lists,
      business plans and strategies, forecasts, budgets, cost information, formulae,
      processes, manufacturing equipment, compositions, computer programs, data bases
      and tapes and films relating to the business of Olin and its subsidiaries and
      affiliates (including majority-owned companies of such subsidiaries and
      affiliates); provided, however, that this provision shall not preclude Executive
      from disclosing information (i) known generally to the public (other than
      pursuant to Executive’s act or omission) or (ii) to the extent required by law
      or court order.  Executive also agrees that upon leaving Olin’s employ
      Executive will not take with Executive, without the prior written consent of
      an
      officer authorized to act in the matter by the Board, any drawing, blueprint,
      specification or other document of Olin, its subsidiaries or affiliates, which
      is of a confidential nature relating to Olin, its subsidiaries or affiliates,
      including, without limitation, relating to its or their methods of distribution,
      or any description of any formulae or secret processes.

     

    
      
        
        

      

      
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    (d)  Executive
      acknowledges and agrees that (i) the restrictive covenants contained in this
      Section 7 are reasonably necessary to protect the legitimate business interests
      of Olin, and are not overbroad, overlong, or unfair and are not the result
      of
      overreaching, duress or coercion of any kind, (ii) Executive’s full, uninhibited
      and faithful observance of each of the covenants contained in this Section
      7
      will not cause Executive any undue hardship, financial or otherwise, and that
      enforcement of each of the covenants contained herein will not impair
      Executive’s ability to obtain employment commensurate with Executive’s abilities
      and on terms fully acceptable to Executive or otherwise to obtain income
      required for the comfortable support of Executive and Executive’s family and the
      satisfaction of the needs of Executive’s creditors and (iii) the restrictions
      contained in this Section 7 are intended to be, and shall be, for the benefit
      of
      and shall be enforceable by, Olin’s successors and permitted
      assigns.

     

    (e)   Executive
      acknowledges and agrees that any violation of the provisions of Section 7 would
      cause Olin irreparable damage and that if Executive breaches or threatens to
      breach such provisions, Olin shall be entitled, in addition to any other rights
      and remedies Olin may have at law or in equity, to obtain specific performance
      of such covenants through injunction or other equitable relief from a court
      of
      competent jurisdiction, without proof of actual damages and without being
      required to post bond.

     

    (f)  In
      the event that any arbitrator or court of competent jurisdiction shall finally
      hold that any provision of this Agreement (whether in whole or in part) is
      void
      or constitutes an unreasonable restriction against Executive, such provision
      shall not be rendered void but shall be deemed to be modified to the minimum
      extent necessary to make such provision enforceable for the longest duration
      and
      the greatest scope as such arbitrator or court may determine constitutes a
      reasonable restriction under the circumstances.

     

    (g)  Notwithstanding
      anything to the contrary in this Agreement, the provisions of Sections 7(a)
      and
      7(b) shall not apply to Executive, if Executive becomes entitled to receive
      severance payments and benefits pursuant to the CIC Agreement.

     

    SECTION
      8.  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 8 or which
      otherwise becomes bound by all the terms and provisions of this Agreement by
      operation of law or otherwise.

     

    
      
        
        

      

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

     

    SECTION
      9.  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
      10.  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
      11.  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
      12.  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 18(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
      13.  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.

     

    
      
        
        

      

      
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    SECTION
      14.  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 8 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 14, Olin shall have no liability to pay
      any
      amount so attempted to be assigned or transferred.

     

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

     

    SECTION
      16.  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 pursuant to this Agreement 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
      17.  Miscellaneous.  (a)  Except
      as specifically provided in Section 18(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 CIC
      Agreement or an 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 18(b),
      to the extent that Executive receives any Other Severance Benefits, then the
      payments and benefits payable hereunder to such participant shall be reduced
      by
      a like amount.  To the extent Olin is required to provide payments or
      benefits to any 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
      18.  Section
      409A.  (a)  It is intended that the provisions of this
      Agreement comply with Section 409A of the Internal Revenue Code of 1986, as
      amended, and the regulations thereunder as in effect from time to time
      (collectively, hereinafter, “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
      any Olin Plan, 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.

     

    (e)  For
      purposes of Section 409A, each installment of Executive Severance will be deemed
      to be a separate payment as permitted under Treasury Regulation Section
      1.409A-2(b)(2)(iii).

     

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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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