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                                                                   Exhibit 10.12

                           PRIMEX TECHNOLOGIES, INC.
                         2000 LONG TERM INCENTIVE PLAN


Section 1.  Purpose
            -------

The purposes of the Primex Technologies, Inc. 2000 Long Term Incentive Plan (the
"Plan") are to encourage selected salaried employees of Primex Technologies,
Inc. (together with any successor thereto, "Primex") and its Affiliates (as
defined below) to acquire a proprietary interest in Primex's growth and
performance, to generate an increased incentive to contribute to Primex's future
success and to enhance the ability of Primex and its Affiliates to attract and
retain qualified individuals.

Section 2.  Definitions
            -----------

As used in the Plan:

(a)  "Affiliate" means (i) any entity that, directly or through one or more
      ---------
     intermediaries, is controlled by Primex and (ii) any entity in which Primex
     has a significant equity interest as determined by the Committee.

(b)  "Award" means any Option, Stock Appreciation Right, Restricted Stock,
      -----
     Restricted Stock Unit, Performance Award, Dividend Equivalent or Other
     Stock-Based Award granted under the Plan.

(c)  "Award Agreement" means any written agreement or other instrument or
      ---------------
     document evidencing an Award granted under the Plan.  The terms of any plan
     or guideline adopted by the Board or the Committee and applicable to an
     Award shall be deemed incorporated in and a part of the related Award
     Agreement.

(d)  "Board" means the Board of Directors of Primex.
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(e)  "Cause" means the willful and continued failure of an optionee to perform
      -----
     his duties, willful engagement in gross misconduct significantly and
     demonstrably financially injurious to Primex or willful misconduct during
     employment with Primex which is a felony or fraud.

(f)  "Code" means the Internal Revenue Code of 1986, as amended from time to
      ----
     time.

(g)  "Committee" means a committee of the Board designated by the Board to
      ---------
     administer the Plan and composed of not fewer than two directors each of
     whom shall be a Non-Employee Director as defined in Rule 16b-3.
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                                       2

(h)  "Dividend Equivalent" means any right granted under Sections 6(c)(v) and
      -------------------
     6(f)(iv) of the Plan.

(i)  "Fair Market Value" means, as of a specified date, with respect to (i) a
      -----------------
     Share, the average of the high and low price of a Share as reported on the
     consolidated transaction reporting system for NASDAQ issues on such date
     or, if Shares are not traded on such date, such average price on the next
     date on which they are traded or (ii) any other property, the fair market
     value of such property as determined by such methods or procedures as shall
     be established from time to time by the Committee.

(j)  "Incapacity" means any material physical, mental or other disability that
      ----------
     qualifies the individual for benefits under the Long-Term Disability Plan
     of Primex Technologies, Inc.

(k)  "Management" means the Chairman and CEO, Chief Financial Officer and/or
      ----------
     Vice President of Human Resources of Primex.

(l)  "Olin" means Olin Corporation, a Virginia corporation, and its successors.
      ----

(m)  "Option" means an option to purchase Shares granted under Section 6(a) of
      ------
     the Plan.

(n)  "Other Stock-Based Award" means any right granted under Section 6(e) of the
      -----------------------
     Plan.

(o)  "Participant" means a salaried employee granted an Award under the Plan.
      -----------

(p)  "Performance Award" means any right granted under Section 6(d) of the Plan.
      -----------------

(q)  "Person" means any individual, corporation, partnership, association,
      ------
     joint-stock company, trust, unincorporated organization, or government or
     political subdivision thereof.

(r)  "Released Securities" means securities that were Restricted Securities with
      -------------------
     respect to which all applicable restrictions imposed under the terms of the
     relevant Award have expired, lapsed or been waived or satisfied.

(s)  "Restricted Securities" means Awards of Restricted Stock or other Awards
      ---------------------
     under which outstanding Shares are held subject to certain restrictions.

(t)  "Restricted Stock" means any Share granted under Section 6(c) of the Plan.
      ----------------

(u)  "Restricted Stock Unit" means one phantom Share granted under Section 6(c)
      ---------------------
     of the Plan.

(v)  "Rule 16b-3" means Rule 16b-3 promulgated by the Securities and Exchange
      ----------
     Commission under the Securities Exchange Act of 1934, as amended, or any
     successor rule.
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(w)  "Shares" means the common stock of Primex and such other securities or
      ------
     property as may become the subject of Awards pursuant to an adjustment made
     under Section 4 of the Plan.

(x)  "Stock Appreciation Right" means any right granted under Section 6(b) of
      ------------------------
     the Plan.

(y)  "Vesting Period" means, with respect to Restricted Stock or Restricted
      --------------
     Stock Units, a time period beginning with the date on which such Restricted
     Stock or Restricted Stock Units are granted and ending on the date on which
     such Restricted Stock or Restricted Stock Units vest as set forth in the
     Award Agreement and as the Committee shall determine.

Section 3.  Administration
            --------------

The Plan shall be administered by the Committee which shall have full power and
authority to:  (i) designate Participants; (ii) determine the Awards to be
granted to Participants; (iii) determine the number of Shares (or securities
convertible into Shares) to be covered by Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled, substituted, forfeited
or suspended, and the method or methods by which Awards may be settled,
exercised, canceled, substituted, forfeited or suspended; (vi) determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, other property and other amounts payable with respect
to an Award under the Plan shall be deferred either automatically or at the
election of the Participant or of the Committee; (vii) interpret and administer
the Plan and any instrument or agreement relating to, or Award made under, the
Plan; (viii) establish, amend, suspend or waive such rules and guidelines and
appoint such agents as it shall deem appropriate for the administration of the
Plan; and (ix) make any other determination and take any other action that it
deems necessary or desirable for such administration.  All designations,
determinations, interpretations and other decisions with respect to the Plan or
any Award shall be within the sole discretion of the Committee and shall be
final, conclusive and binding upon all Persons, including Primex, any Affiliate,
any Participants, any holder or beneficiary of any Award, any shareholder and
any employee of Primex or of any Affiliate.  All powers and responsibilities of
the Committee provided in the Plan may also be exercised by the Board at any
time.  In any event, a majority of the Shares underlying Awards granted under
the Plan must be awarded to employees who are not officers (within the meaning
of Rule 16a-1(f) issued under the Securities Exchange Act of 1934, as amended)
during any consecutive three calendar year period.

Section 4.  Adjustment to Outstanding Awards
            --------------------------------

In the event that the Committee determines that any dividend or other
distribution, recapitalization, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of Primex, issuance of
warrants or other rights to purchase Shares or other securities of Primex, or
other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the
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                                       4

Committee to be appropriate in order to prevent dilution or enlargement of the
benefits intended to be made available under the Plan, then the Committee shall,
in such manner as it may deem equitable, adjust any or all of (i) the number and
type of Shares (or other securities or property) subject to outstanding Awards,
and (ii) the grant, purchase or exercise price with respect to any Award, or, if
the Committee deems it appropriate, make provision for a cash payment to the
holder of an outstanding Award. Notwithstanding the foregoing, a Participant to
whom Dividend Equivalents or dividend units have been awarded shall not be
entitled to receive a special or extraordinary dividend or distribution unless
the Committee shall have expressly authorized such receipt.

Section 5.  Eligibility
            -----------

Any salaried employee, including any officer or employee-director of Primex or
an Affiliate, shall be eligible to be designated a Participant by the Committee.

Section 6.  Awards
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(a)  Options.  The Committee is authorized to grant Options to Participants with
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     the following terms and conditions and with such additional terms and
     conditions, not inconsistent with the provisions of the Plan, as the
     Committee shall determine:

     (i)   Exercise Price.  The purchase price per Share purchasable under an
           --------------
           Option shall be determined by the Committee; provided, however, that
                                                        --------  -------
           such purchase price shall not be less than the Fair Market Value of a
           Share on the date of grant of such Option.

     (ii)  Option Term. The term of each Option shall be fixed by the Committee,
           -----------
           provided that in no event shall the term of an Option exceed a period
           of ten years from the date of its grant.

     (iii) Exercise.  The Committee shall determine the time or times at which
           --------
           an Option may be exercised in whole or in part (but in no event shall
           an Option be exercisable after the expiration of ten years from the
           date of its grant). The Option, to the extent vested, shall be
           exercisable in whole at any time or in part from time to time during
           the term of the Option, but not as to less than 25 Shares (or the
           Shares then purchasable under the Option if less than 25 Shares) at
           any one time. Unless the Committee determines otherwise, the exercise
           price shall either be tendered in cash (or check) or Shares (either
           by actual delivery or attestation) or a combination of cash (or
           check) or Shares; provided, however, that if Shares are used to
                             --------  -------
           satisfy the exercise price, such Shares shall have been acquired (i)
           at least six months prior to the exercise date or (ii) in an open
           market purchase. Shares surrendered as payment for the exercise price
           shall be valued at Fair Market Value on the date on which the
           certificates for such Shares are surrendered to Primex or the
           attestation documents are filed with Primex.
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                                       5

           If at any time the optionee's employment with Primex or any Affiliate
           shall be terminated (a) voluntarily by the optionee for any reason
           other than death or Incapacity or (b) by Primex or any Affiliate for
           any reason other than for Cause, the optionee shall have the right to
           exercise his or her Option to the extent of the Shares with respect
           to which the Option could have been exercised by the optionee as of
           the date of his or her termination of employment in accordance with
           its terms but in no event beyond the earlier of (i) one year after
           the date of termination of employment or (ii) the scheduled
           expiration of such Option.

           If an optionee's employment with Primex or any of its Affiliates is
           terminated due to retirement (at or after attaining age 55 with ten
           years of service with Primex or any Affiliate (including prior
           service with Olin)), the optionee shall have the right to exercise
           his or her Option to the extent of the Shares with respect to which
           the Option could have been exercised by the optionee as of the date
           of his or her retirement in accordance with its terms but in no event
           beyond the scheduled expiration of such Option.

           If the optionee's employment with the Company shall be terminated for
           Cause, his or her Option (whether or not vested) shall terminate and
           expire concurrently with such termination of employment and shall not
           thereafter be exercisable to any extent.

           If an optionee's employment with Primex or any of its Affiliates is
           terminated due to death or Incapacity, the Option shall (a) become
           fully vested and (b) be exercisable by the optionee (or in the event
           of the optionee's death, by his or her estate or by the person who
           acquired the right to exercise the Option by bequest or inheritance)
           provided that the Option is exercised prior to the scheduled
           expiration of such Option.

           If an optionee dies after his or her termination of employment during
           the period in which his or her Option remains exercisable, the Option
           may be exercised, to the extent the Option could have been exercised
           by the decedent immediately prior to his death, by the optionee's
           estate or by the person who acquired the right to exercise the Option
           by bequest or inheritance at any time within one year after the date
           of death, but in no event beyond the scheduled expiration of such
           Option.

(b)  Stock Appreciation Rights.  The Committee is authorized to grant Stock
     -------------------------
     Appreciation Rights to Participants which may but need not relate to a
     specific Option granted under Section 6(a).  With respect to any individual
     who is not an officer or director of Primex subject to Rule 16b-3, the
     Committee authorizes Management to determine if a Stock Appreciation Right
     shall be granted in connection with any Option or as a separate Award.

     (i)  Award Subject to the terms of the Plan and any applicable Award
          -----
          Agreement, each Stock Appreciation Right granted under the Plan shall
          confer on the holder
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                                       6

           thereof a right to receive, upon exercise thereof, up to the excess
           of (x) the Fair Market Value of one Share on the date of exercise
           over (y) the base price of the right as specified by the Committee,
           which shall not be less than the Fair Market Value of one Share on
           the date of grant of the Stock Appreciation Right. Unless the
           Committee (or Management, in the case of an individual who is not
           subject to Rule 16b-3) determines otherwise, Stock Appreciation
           Rights shall be exercisable in accordance with the terms described in
           Section 6(a)(iii).

     (ii)  Term  Subject to the terms of the Plan and any applicable Award
           ----
           Agreement, the base price, term, methods of payment or settlement and
           any other terms and conditions of any Stock Appreciation Right shall
           be as determined by the Committee (or Management, in the case of an
           individual who is not subject to Rule 16b-3), except that in no event
           shall the term of a Stock Appreciation Right exceed a period of ten
           years from the date of its grant.

     (iii) SARs Related to Stock Options  In the case of any Stock Appreciation
           -----------------------------
           Right related to an Option, the Stock Appreciation Right or
           applicable portion thereof shall terminate and no longer be
           exercisable upon the termination or exercise of the related Option,
           except that a Stock Appreciation Right granted with respect to less
           than the full number of Shares covered by a related Option shall not
           be reduced until the exercise or termination of the related Option
           exceeds the number of shares not covered by the Stock Appreciation
           Right and then only to the extent of the excess. Any Option related
           to a Stock Appreciation Right shall no longer be exercisable to the
           extent the related Stock Appreciation Right has been exercised.

(c)  Restricted Stock and Restricted Stock Units.
     -------------------------------------------

     (i)   Issuance.  The Committee is authorized to grant Awards of Restricted
           --------
           Stock and Restricted Stock Units to Participants. Each such Award
           shall be subject to the terms set forth in a Restricted Stock
           Certificate or Restricted Stock Unit Certificate.

     (ii)  Restrictions.  Except as provided below, shares of Restricted Stock
           ------------
           and Restricted Stock Units shall be subject to such restrictions as
           the Committee may impose (including, without limitation, any
           limitation on the right to vote a share of Restricted Stock or the
           right to receive any dividend or other right or property), which
           restrictions may lapse separately or in combination at such time or
           times, in such installments or otherwise, as the Committee may deem
           appropriate, provided that in order for a Participant to vest in
           Awards of Restricted Stock or Restricted Stock Units, the Participant
           must remain in the employ of Primex or an Affiliate for a period of
           not less than six months commencing on the date of grant of the
           Award, subject to Section 10 hereof and subject to relief for
           specified reasons as may be approved by the Committee. At the end of
           the Vesting Period, each vested Restricted Stock Unit will be payable
           to a Participant either by delivery of one Share or by a cash payment
           equal to the value of one Share, as determined by
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                                       7

           the Committee. If Restricted Stock Units are to be paid in cash, each
           Restricted Stock Unit will be valued at the average of the high and
           low sales prices of a Share as reported on the NASDAQ National Market
           System on the fifth business day before such cash payment is due (or
           if Shares are not traded on such day, the first preceding day on
           which such Shares are traded). The total amount of Restricted Stock
           Units (and dividend equivalents and related interest) vested in a
           Participant at each applicable Vesting Period will be paid within
           sixty days following the end of such Vesting Period, except as
           specifically otherwise provided in the Plan.

     (iii) Registration.  Any Restricted Stock granted under the Plan may be
           ------------
           evidenced in such manner as the Committee may deem appropriate,
           including, without limitation, book-entry registration or issuance of
           a stock certificate or certificates. In the event any stock
           certificate is issued in respect of shares of Restricted Stock
           granted under the Plan, such certificate shall be registered in the
           name of the Participant and when delivered to the Participant shall
           bear an appropriate legend referring to the terms, conditions and
           restrictions applicable to such Restricted Stock.

     (iv)  Forfeiture.  Except as otherwise determined by the Committee, upon
           ----------
           termination of employment for any reason during the applicable
           Vesting Period, all shares of Restricted Stock and all Restricted
           Stock Units still subject to restriction shall be forfeited and
           reacquired by Primex; provided, however, that the Committee may, in
                                 --------  -------
           its sole discretion, waive, in whole or in part, any or all remaining
           restrictions with respect to shares of Restricted Stock or Restricted
           Stock Units. Unrestricted Shares, evidenced in such manner as the
           Committee shall deem appropriate, shall be delivered to the holder of
           Restricted Stock promptly after such Restricted Stock shall become
           Released Securities.

     (v)   Dividend Equivalents.  Unless the Committee determines otherwise,
           --------------------
           each outstanding Restricted Stock Unit shall accrue amounts
           equivalent to the cash dividends payable on a Share ("dividend
           equivalents"). Such dividend equivalents will be paid to a
           Participant only if the Restricted Stock Unit on which such dividend
           equivalents were accrued vests. Dividend equivalents accrue interest
           at an annual rate equal to Primex's before-tax cost of borrowing as
           determined from time to time by Primex's Chief Financial Officer or
           Treasurer or the Committee, compounded quarterly. To the extent a
           Restricted Stock Unit does not vest or is otherwise forfeited, the
           accrued and unpaid dividend equivalents thereon (and any interest on
           such dividend equivalents) shall not vest and shall be forfeited.

     (vi)  Voting Rights.  Restricted Stock Units will carry no voting rights
           -------------
           nor, except as provided herein, be entitled to receive any dividends
           or other rights enjoyed by shareholders.
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                                       8

(d)  Performance Awards.  The Committee is authorized to grant Performance
     ------------------
     Awards to Participants.  Subject to the terms of the Plan and any
     applicable Award Agreement, a Performance Award granted under the Plan (i)
     may be denominated or payable in cash, Shares (including, without
     limitation, Restricted Stock), other securities, other Awards or other
     property and (ii) shall confer on the holder thereof rights valued as
     determined by the Committee and payable to, or exercisable by, the holder
     of the Performance Award, in whole or in part, upon the achievement of such
     performance goals during such performance periods as the Committee shall
     establish.  Subject to the terms of the Plan and any applicable Award
     Agreement, the performance goals to be achieved during any performance
     period, the length of any performance period, the amount of any Performance
     Award granted, and the amount of any payment or transfer to be made
     pursuant to any Performance Award shall be determined by the Committee in
     accordance with Section 6(f)(xviii).

(e)  Other Stock-Based Awards.  The Committee is authorized to grant to
     ------------------------
     Participants such other Awards denominated or payable in, valued in whole
     or in part by reference to, or otherwise based on or related to, Shares
     (including, without limitation, phantom Shares, securities convertible into
     Shares and dividend units), as are deemed by the Committee to be consistent
     with the purposes of the Plan, provided that such grants shall comply with
     Rule 16b-3 to the extent applicable and applicable law.  Subject to the
     terms of the Plan and any applicable Award Agreement, the Committee shall
     determine the terms and conditions of such Awards. Shares or other
     securities delivered pursuant to a purchase, exchange or conversion right
     granted under this Section 6(e) shall be issued for such consideration,
     which may be paid by such method or methods and in such form or forms,
     including, without limitation, cash, Shares, other securities, other
     Awards, or other property, or any combination thereof, as the Committee
     shall determine, the value of which consideration, as established by the
     Committee, shall not be less than the Fair Market Value of such Shares or
     other securities as of the date such purchase, exchange or conversion right
     is granted.

     Other Stock-Based Award Agreements shall contain provisions dealing with
     the disposition of such Award in the event of termination of the
     Participant's employment prior to exercise, realization or payment of the
     Award.

(f)  General.
     -------

     (i)   No Cash Consideration for Awards.  Participants shall not be
           --------------------------------
           required to make any cash payment for the granting of an Award except
           for such minimum consideration as may be required by applicable law.

     (ii)  Awards May Be Granted Separately or Together.  Awards may be granted
           --------------------------------------------
           either alone or in addition to, in tandem with, or in substitution
           for any other Award or any award or benefit granted under any other
           plan or arrangement of Primex or any Affiliate, or as payment for or
           to assure payment of an award or benefit granted under any such other
           such plan or arrangement, provided that the purchase
<PAGE>

                                       9

           or exercise price under an Award encompassing the right to purchase
           Shares shall not be reduced by the cancellation of such Award and the
           substitution of another Award. Awards so granted may be granted
           either at the same time as or at a different time from the grant of
           such other Awards or awards or benefits.

     (iii) Forms of Payment Under Awards.  Subject to the terms of the Plan and
           -----------------------------
           of any applicable Award Agreement, payments to be made by Primex or
           an Affiliate upon the grant, exercise, or payment of an Award may be
           made in such form or forms as the Committee shall determine,
           including, without limitation, cash, Shares, other securities, other
           Awards, or other property or any combination thereof, and may be made
           in a single payment or transfer, in installments, or on a deferred
           basis, in each case in accordance with rules and procedures
           established by the Committee.

     (iv)  Dividend Equivalents or Interest.  Subject to the terms of the Plan
           --------------------------------
           and any applicable Award Agreement, a Participant, including the
           recipient of a deferred Award, shall, if so determined by the
           Committee, be entitled to receive, currently or on a deferred basis,
           interest or dividends or interest or dividend equivalents, with
           respect to the Shares covered by the Award. The Committee may provide
           that any such amounts shall be deemed to have been reinvested in
           additional Shares or otherwise reinvested. Notwithstanding the award
           of Dividend Equivalents or dividend units, a Participant shall not be
           entitled to receive a special or extraordinary dividend or
           distribution unless the Committee shall have expressly authorized
           such receipt.

     (v)   Limits on Transfer of Awards.  No Award (other than Released
           ----------------------------
           Securities) or right thereunder shall be assignable or transferable
           by a Participant, other than (unless limited in the Award Agreement)
           by will or the laws of descent and distribution (or, in the case of
           an Award of Restricted Securities, to Primex), except that an Option
           may be transferred by gift to any member of the holder's immediate
           family or to a trust for the benefit of one or more of such immediate
           family members, if expressly permitted in the applicable Award
           Agreement; provided, however, that, if so determined by the
           Committee, a Participant may, in the manner established by the
           Committee, designate a beneficiary or beneficiaries with respect to
           any Award to exercise the rights of the Participant, and to receive
           any property distributable, upon the death of the Participant. Each
           Award, and each right under any Award, shall be exercisable, during
           the Participant's lifetime, only by the Participant or, if
           permissible under applicable law by the Participant's guardian or
           legal representative unless, subject to the approval of the
           Committee, it is an Option and has been transferred as permitted
           hereby to a member of the Participant's immediate family or to a
           trust for the benefit of one or more of such immediate family
           members, in which case it shall be exercisable only by such
           transferee. For the purposes of this provision, a Participant's
           "immediate family" shall mean the Participant's spouse, children and
           grandchildren, parents, grandparents, former spouses, siblings,
           nieces, nephews, parents-in-law, sons-in-
<PAGE>

                                       10

            law, daughters-in-law, brothers-in-law, sisters-in-law, including
            adoptive or step relationships and any person sharing the employee's
            household (other than as a tenant or employee). No Award (other than
            Released Securities), and no right under any such Award, may be
            pledged, attached or otherwise encumbered other than in favor of
            Primex, and any purported pledge, attachment, or encumbrance thereof
            other than in favor of Primex shall be void and unenforceable
            against Primex or any Affiliate.

     (vi)   Term of Awards. Except as otherwise expressly provided in the Plan,
            --------------
            the term of each Award shall be for such period as may be determined
            by the Committee.

     (vii)  No Rights to Awards.  No salaried employee, Participant or other
            -------------------
            Person shall have any claim to be granted an Award, and there is no
            obligation for uniformity of treatment of salaried employees,
            Participants or holders or beneficiaries of Awards under the Plan.
            The terms and conditions of Awards need not be the same with respect
            to each recipient. The prospective recipient of any Award under the
            Plan shall not, with respect to such Award, be deemed to have become
            a Participant, or to have any rights with respect to such Award,
            until and unless such recipient shall have executed an agreement or
            other instrument accepting the Award and delivered a fully executed
            copy thereof to the Company, and otherwise complied with the then
            applicable terms and conditions.

     (viii) Delegation.  Notwithstanding any provision of the Plan to the
            ----------
            contrary, the Committee may delegate to one or more officers or
            managers of Primex or any Affiliate, or a committee of such officers
            or managers, the authority, subject to such terms and limitations as
            the Committee shall determine, to grant Awards to, or to cancel,
            modify, waive rights or conditions with respect to, alter,
            discontinue, suspend, or terminate Awards held by, salaried
            employees who are not officers or directors of Primex for purposes
            of Rule 16b-3.

     (ix)   Withholding.  Primex or any Affiliate may withhold from any Award
            -----------
            granted or any payment due or transfer made under any Award or under
            the Plan the amount (in cash, Shares, other securities, other
            Awards, or other property) of withholding taxes due in respect of an
            Award, its exercise or any payment under such Award or under the
            Plan, and take such other action as may be necessary in the opinion
            of Primex or any Affiliate to satisfy all obligations for the
            payment of such taxes.

     (x)    Other Compensation Arrangements. Nothing contained in the Plan shall
            -------------------------------
            prevent Primex or any Affiliate from adopting or continuing in
            effect other or additional compensation arrangements, and such
            arrangements may be either generally applicable or applicable only
            in specific cases.

     (xi)   No Right to Employment. The grant of an Award shall not be construed
            ----------------------
            as giving a Participant the right to be retained in the employ of
            Primex or any Affiliate.
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                                       11

            Nothing in the Plan or any Award Agreement shall limit the right of
            Primex or an Affiliate at any time to dismiss a Participant from
            employment, free from any liability or any claim under the Plan or
            the Award Agreement.

     (xii)  Governing Law. The validity, construction and effect of the Plan and
            -------------
            any rules and regulations relating to the Plan shall be determined
            in accordance with the laws of the State of Florida and applicable
            Federal law.

     (xiii) Severability.  If any provision of the Plan or any Award is
            ------------
            determined to be invalid, illegal or unenforceable in any
            jurisdiction, or as to any Person or Award, or would disqualify the
            Plan or any Award under any law deemed applicable by the Committee,
            such provision shall be construed or deemed amended to conform to
            applicable laws, or, if it cannot be so construed or deemed amended
            without, in the determination of the Committee, materially altering
            the intent of the Plan or the Award, such provision shall be
            stricken as to such jurisdiction, Person or Award, and the remainder
            of the Plan and any such Award shall remain in full force and
            effect.

     (xiv)  No Trust or Fund Created.  Neither the Plan nor any Award shall
            ------------------------
            create or be construed to create a trust or separate fund of any
            kind or a fiduciary relationship between Primex or any Affiliate and
            a Participant or any other Person. To the extent that any Person
            acquires a right to receive payments from Primex or any Affiliate
            pursuant to an Award, such right shall be no greater than the right
            of any unsecured general creditor of Primex or any Affiliate.

     (xv)   No Fractional Shares.  No fractional Shares shall be issued or
            --------------------
            delivered pursuant to the Plan or any Award, and the Committee shall
            determine whether cash, other securities or other property shall be
            paid or transferred in lieu of any fractional Shares, or whether
            such fractional Shares or any rights thereto shall be canceled,
            terminated or otherwise eliminated.

     (xvi)  Share Certificates. All certificates for Shares or other securities
            ------------------
            delivered under the Plan pursuant to any Award or the exercise
            thereof shall be subject to such stop transfer orders and other
            restrictions as the Committee may deem advisable under the Plan or
            the rules, regulations and other requirements of the Securities and
            Exchange Commission, any stock exchange upon which such Shares or
            other securities are then listed, and any applicable Federal or
            state securities laws, and the Committee may cause a legend or
            legends to be put on any such certificates to make appropriate
            reference to such restrictions.
<PAGE>

                                       12

     (xvii)  Conflict with Plan.  In the event of any inconsistency or conflict
             ------------------
             between the terms of the Plan and an Award Agreement, the terms of
             the Plan shall govern.

     (xviii) Performance Criteria.  Notwithstanding any provision in this Plan
             --------------------
             to the contrary, Awards granted under Sections 6(c), 6(d) or 6(e)
             and designated by the Committee as being performance-based shall
             have as performance measures any one of or any combination of any
             of the following measures: Economic Value Added, Return on Equity
             and Total Return to Shareholders. For purposes of the Plan,
             "Economic Value Added" shall mean Primex's consolidated sales less
             its operating costs (including tax) less a capital charge based on
             Primex's cost of capital assets employed in its business, "Return
             on Equity" shall mean consolidated income of Primex after taxes and
             before the after-tax effect of any special charge or gain and any
             cumulative effect of any change in accounting, divided by average
             shareholders equity and "Total Return to Shareholders" shall mean
             for the performance period total return to shareholders of $100
             worth of Shares for such period assuming reinvestment of dividends
             on a quarterly basis. The Committee shall determine the performance
             goals for each such performance measure with respect to each such
             Award.

     (xix)   Death or Incapacity.  In the event of the death or Incapacity of
             -------------------
             the holder of an Award while the holder is employed by Primex or an
             Affiliate, or, if holder is retired (at or after attainment of age
             55 with ten years of service with Primex or an Affiliate, including
             prior service with Olin), any outstanding Award will continue to be
             vested and exercisable under the terms of the Plan.

Section 7.  Amendment and Termination
            -------------------------

(a)  Amendments to the Plan.  The Board may amend, suspend, discontinue or
     ----------------------
     terminate the Plan, including, without limitation, any amendment,
     suspension, discontinuation or termination that would impair the rights of
     any Participant, or any other holder or beneficiary of any Award
     theretofore granted, without the consent of any shareholder, Participant,
     other holder or beneficiary of an Award, or other Person; provided further
                                                               -------- -------
     that no amendment, suspension, discontinuation or termination (i) that
     would impair the rights of such Participant, holder or beneficiary shall be
     made with respect to Section 10 of the Plan after a Change in Control, as
     defined therein and (ii) may increase the amount of payment of any Award to
     any Participant.

(b)  Amendments to Awards.  The Committee may waive any conditions or rights
     --------------------
     with respect to, or amend, alter, suspend, discontinue, or terminate, any
     unexercised Award theretofore granted, prospectively or retroactively,
     without the consent of any relevant Participant or holder or beneficiary of
     an Award, provided that no amendment, alteration, suspension,
               --------
     discontinuation or termination of an Award that would impair the rights of
     such Participant, holder or beneficiary shall be made after a Change in
     Control, as defined
<PAGE>

                                       13

     in Section 10; provided further that the Committee may not increase the
     payment of any Award granted any Participant.

(c)  Adjustments of Awards Upon Certain Acquisitions.  In the event Primex or
     -----------------------------------------------
     any Affiliate shall assume outstanding employee awards or the right or
     obligation to make future such awards in connection with the acquisition of
     another business or another company, the Committee may make such
     adjustments, not inconsistent with the terms of the Plan, in the terms of
     Awards as it shall deem appropriate.

(d)  Adjustments of Awards Upon the Occurrence of Certain Unusual or
     ---------------------------------------------------------------
     Nonrecurring Events.  The Committee may make adjustments in the terms and
     -------------------
     conditions of Awards in recognition of unusual or nonrecurring events
     (including, without limitation, the events described in Section 4 hereof)
     affecting Primex, any Affiliate, or the financial statements of Primex or
     any Affiliate, or of changes in applicable laws, regulations, or accounting
     principles, whenever the Committee determines that statements of Primex or
     any Affiliate, or of changes in applicable laws, regulations, or accounting
     principles, whenever the Committee determines that such adjustments are
     appropriate in order to prevent dilution or enlargement of the benefits to
     be made available under the Plan.

Section 8.  Additional Conditions to Enjoyment of Awards.
            --------------------------------------------

(a)  The Committee may cancel any unexpired, unpaid or deferred Awards if at any
     time the Participant is not in compliance with all applicable provisions of
     the Award Agreement, the Plan and the following conditions:

     (i)  A Participant shall not render services for any organization or
          engage, directly or indirectly, in any business which, in the judgment
          of the Committee or, if delegated by the Committee to the Chief
          Executive Officer, in the judgment of such Officer, is or becomes
          competitive with Primex or any Affiliate, or which is or becomes
          otherwise prejudicial to or in conflict with the interests of Primex
          or any Affiliate. Such judgment shall be based on the Participant's
          positions and responsibilities while employed by Primex or an
          Affiliate, the Participant's post-employment responsibilities and
          position with the other organization or business, the extent of past,
          current and potential competition or conflict between Primex or an
          Affiliate and the other organization or business, the effect on
          customers, suppliers and competitors of the Participant's assuming the
          post-employment position, the guidelines established in the then
          current edition of Primex's Code of Business Conduct, and such other
          considerations as are deemed relevant given the applicable facts and
          circumstances. The Participant shall be free, however, to purchase as
          an investment or otherwise, stock or other securities of such
          organization or business so long as they are listed upon a recognized
          securities exchange or traded over the counter, and such investment
          does not represent a substantial investment to the Participant or a
          greater than 1% equity interest in the organization or business.
<PAGE>

                                       14

     (ii)  Participant shall not, without prior written authorization from
           Primex, disclose to anyone outside Primex, or use in other than
           Primex's business, any proprietary, secret or confidential
           information, knowledge or data, relating to the business of Primex or
           an Affiliate in violation of his or her agreement with Primex or the
           Affiliate.

     (iii) A Participant, pursuant to his or her agreement with Primex or an
           Affiliate, shall disclose promptly and assign to Primex or the
           Affiliate all right, title and interest in any invention or idea,
           patentable or not, made or conceived by the Participant during
           employment by Primex or the Affiliate, relating in any manner to the
           actual or anticipated business, research or development work of
           Primex or the Affiliate and shall do anything reasonably necessary to
           enable Primex or the Affiliate to secure a patent where appropriate
           in the United States and in foreign countries.

(b)  Notwithstanding any other provision of the Plan, the Committee in its sole
     discretion may cancel any Award at any time prior to the exercise thereof,
     if the employment of the Participant shall be terminated, other than by
     reason of death, unless the conditions in this Section 8 are met.

(c)  Failure to comply with the conditions of this Section 8 prior to, or during
     the six months after, any exercise, payment or delivery pursuant to an
     Award shall cause the exercise, payment or delivery to be rescinded.
     Primex shall notify the Participant in writing of any such rescission
     within two years after such exercise payment or delivery and within ten
     days after receiving such notice, the Participant shall pay to Primex the
     amount of any gain realized or payment received as a result of the
     exercise, payment or delivery rescinded.  Such payment shall be made either
     in cash or by returning to Primex the number of Shares that the Participant
     received in connection with the rescinded exercise, payment or delivery.

(d)  Upon exercise, payment or delivery pursuant to an Award, the Committee may
     require the Participant to certify on a form acceptable to the Committee,
     that he or she is in compliance with the terms and conditions of the Plan.

(e)  Nothing herein shall be interpreted to limit the obligations of a
     Participant under his or her employee agreement or any other agreement with
     Primex.
<PAGE>

                                       15

Section 9.   Pooling
             -------

If (a) the Board approves a merger or consolidation of Primex which is intended
by the Board to satisfy the accounting rules related to the pooling of interest
method of accounting (the "Pooling Rules") and (b) any provision of this Plan
would violate the Pooling Rules, then such provision shall be null and void ab
initio.  In such event, Primex shall offer, in good faith, to the affected
Participants, a replacement provision of equivalent value which does not cause
such a violation, provided, and to the extent, that Primex's outside auditors
determine that any such replacement provision is permissible without violating
the Pooling Rules.

Section 10.  Change in Control
             -----------------

(a)  Except as the Board or the Committee may expressly provide otherwise prior
to a Change in Control of Primex (as defined below) in the event of a Change in
Control of Primex:

     (i)   all Options and Stock Appreciation Rights then outstanding shall
           become immediately and fully exercisable, notwithstanding any
           provision therein for the exercise in installments;

     (ii)  unless a Stock Appreciation Right shall have already been granted
           with respect to an outstanding Option, the Participant holding such
           Option shall be deemed also to hold a Stock Appreciation Right
           related to such Option, exercisable in accordance with and subject to
           the terms and conditions of Section 6(b) for the number of Shares
           exercisable under such Option after giving effect to such
           acceleration, which Stock Appreciation Right may, but need not be,
           evidenced by separate written agreement;

     (iii) all restrictions and conditions of all Restricted Stock and
           Restricted Stock Units then outstanding shall be deemed satisfied as
           of the date of the Change in Control and immediately (or, in any
           event, as soon as administratively practicable) following the Change
           in Control, Restricted Stock Units will be settled in cash or in
           Shares as the Participant elects; and

     (iv)  all Performance Awards shall become vested, deemed earned in full and
           paid to the Participants immediately (or in any event as soon as
           administratively practicable) following the Change in Control, cash
           units in cash and phantom stock units in the Shares represented
           thereby or such other securities, property or cash as may be
           deliverable in respect of Shares as a result of a Change in Control,
           without regard to payment schedules and notwithstanding that the
           applicable performance cycle or retention cycle shall not have been
           completed.
<PAGE>

                                       16

(b)  The term "Change in Control" shall mean the occurrence of any one of the
     following events:

     (i)   Primex ceases to be owned by at least 300 shareholders of record
           after December 31, 1996, or ceases, by action of the Board, to be
           either listed on a national securities exchange or authorized for
           quotation on The Nasdaq Stock Market;

     (ii)  a person, partnership, joint venture, corporation or other entity, or
           two or more of any of the foregoing acting as a "person" within the
           meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
           as amended (the "Act), other than Primex, a majority-owned subsidiary
           of Primex, or an employee benefit plan (or related trust) of Primex,
           or such subsidiary, become(s) the "beneficial owner" (as defined in
           Rule 13(d)(3) under the Act) of 15% or more of the then outstanding
           voting stock of Primex;

     (iii) during any period of two consecutive years after 1996, individuals
           who at the beginning of such period constitute the Board (together
           with any new Director whose election by the Board or whose nomination
           for election by Primex's shareholders, was approved by a vote of at
           least two-thirds of the Directors then still in office who either
           were Directors at the beginning of such period or whose election or
           nomination for election was previously so approved) cease for any
           reason to constitute a majority of the Directors then in office;

     (iv)  all or substantially all of the business or assets of Primex is
           disposed of pursuant to a merger, consolidation or other transaction,
           whether or not Primex is the surviving corporation (unless in either
           case the shareholders of Primex immediately prior to such merger,
           consolidation, combination or other transaction beneficially own,
           directly or indirectly, more than 50% of the aggregate voting stock
           or other ownership interests of (x) the entity or entities, if any,
           that succeed to the business of Primex or (y) the combined company);

     (v)   Primex's Board determines that a tender offer for Primex's shares
           indicates a serious intention by the offeror to acquire control of
           Primex; or

     (vi)  shareholder approval of a liquidation or dissolution of Primex.

Section 11.  Effective Date and Term of the Plan
             -----------------------------------

The Plan shall be effective as of January 1, 2000.  The Plan shall be unlimited
in duration and, in the event of termination of the Plan, shall remain in effect
as long as any Awards under it are outstanding.