ltip2006102208.htm


    Exhibit
10.8

    OLIN
CORPORATION

    2006
LONG TERM INCENTIVE PLAN

    (Codified
as of October 22, 2008)

     

    Section
1. Purpose.

     

    The
general purposes of the Olin Corporation 2006 Long Term Incentive Plan (the
“Plan”) are to (i) attract and retain persons eligible to participate in
the Plan; (ii) motivate Participants, by means of appropriate incentives,
to achieve long-range goals; (iii) provide incentive compensation
opportunities that are competitive with those of other similar companies; and
(iv) further align Participants’ interests with those of other shareholders of
Olin Corporation (together with any successor, “Olin”) through compensation that
is based on Olin’s common stock; and thereby promote the long-term financial
interest of Olin and its Affiliates, including growth in the value of Olin’s
equity and enhancement of long-term shareholder return.

     

    Section
2. Definitions.

     

    As used
in the Plan:

     

    (a) “Affiliate”
means any corporation, partnership, joint venture or other entity during any
period in which Olin owns, directly or indirectly, at least 50% of the total
voting or profits interest.

     

    (b) “Award”
means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, Performance Share or Dividend Equivalent granted under the
Plan.

     

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

     

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

     

    (e) “Code”
means the Internal Revenue Code of 1986, as amended.  A reference to
any provision of the Code shall include reference to any successor provision of
the Code.

     

    (f) “Committee”
means a committee of the Board designated by the Board to administer the Plan,
each member of which is an “outside director” for purposes of Section 162(m) of
the Code and a “non-employee director” for the purpose of Rule 16b-3, and, to
the extent the Committee delegates authority to one or more individuals in
accordance with the Plan, such individual(s).

     

    (g) “Dividend
Equivalent” means any right granted under Section 6(c)(ii) of the
Plan.

     

    (h) “Employee”
means any employee of Olin or of an Affiliate.

     

    (i) “Exchange
Act” means the Securities Exchange Act of 1934.

     

    
      
         

      

      
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    (j) “Fair
Market Value” means, with respect to shares of Olin common stock, the mean of
the high and low per share sales prices of such common stock as reported on the
consolidated transaction reporting system for New York Stock Exchange issues as
of the relevant date, or the last preceding trading date, if such Shares were
not traded on such date, and, with respect to any other property (including,
without limitation, securities other than Shares), the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee.

     

    (k) “Family
Member” means any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive
relationship, or any person sharing the Participant’s household, other than a
tenant or employee.

     

    (l) “Group”
means persons acting together for the purpose of acquiring Olin stock and
includes owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with
Olin.  If a person owns stock in both Olin and another corporation
that enter into a merger, consolidation, purchase or acquisition of stock, or
similar transaction, such person is considered to be part of a Group only with
respect to ownership prior to the merger or other transaction giving rise to the
change and not with respect to the ownership interest in the other
corporation.  Persons will not be considered to be acting as a Group
solely because they purchase assets of the same corporation at the same time, or
as a result of the same public offering.

     

    (m) “Incentive
Stock Option” means an option to purchase Shares granted under the Plan that is
intended to meet the requirements of Section 422 of the Code.

     

    (n) “Non-Qualified
Stock Option” means an option to purchase Shares granted under the Plan that is
not intended to be (or does not meet the requirements of) an Incentive Stock
Option.

     

    (o) “Option”
means an Incentive Stock Option or a Non-Qualified Stock Option.

     

    (p) “Participant”
means an Employee granted an Award under the Plan.

     

    (q) “Performance
Share” means any grant of a right to receive Shares which is contingent on the
achievement of performance or other objectives during a specified
period.

     

    (r) “Person”
has the meaning of such term in Section 3(a)(9) of the Exchange Act and as used
in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

     

    (s) “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.

     

    (t) “Restricted
Securities” means Awards of Restricted Stock or other Awards under which
outstanding Shares are held subject to certain restrictions.

     

    
      
         

      

      
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    (u) “Restricted
Stock” means any grant of Shares, and “Restricted Stock Unit” means the grant of
a right to receive Shares in the future, with such Shares or right to future
delivery of Shares subject to a risk of forfeiture or other restrictions that
will lapse upon the achievement of one or more goals relating to completion of
service by the Participant, or achievement of performance or other objectives,
as determined by the Committee.

     

    (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.

     

    (w) “Shares”
means the common stock of Olin and such other securities or property as may
become the subject of Awards pursuant to an adjustment made under Section 4(b)
of the Plan.

     

    (x) “Stock
Appreciation Right or “SAR” means any such right granted under Section 6(b) of
the Plan.

     

    Section
3. Administration.

     

    (a) Powers of
Committee.  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, provided that no such
action will result in repricing of Options prohibited by Section 3(e);
(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.

     

    (b) Committee
Discretion.  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 Olin, any Affiliate, any Participants, any holder or
beneficiary of any Award, any shareholder and any employee of Olin or of any
Affiliate.  The Committee’s powers include the adoption of
modifications, amendments, procedures, subplans and the like as are necessary to
comply with provisions of the laws of other countries in which Olin or an
Affiliate may operate in order to assure the viability of Awards granted under
the Plan and to enable Participants employed in such other countries to receive
benefits under the Plan and such laws, provided that no such action results in
repricing of Options prohibited by Section 3(e).

     

    
      
         

      

      
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    (c) Board
Authority.  If the Committee does not exist, or for any other
reason determined by the board, the Board may take any action under the Plan
that would otherwise be the responsibility of the Committee.

     

    (d) Delegation.  Notwithstanding
any provision of the Plan to the contrary, except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
delegate to one or more officers or managers of Olin or any Affiliate, or a
committee of such officers or managers, the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards to, or to cancel,
modify, waive rights or conditions with respect to, alter, discontinue, suspend,
or terminate Awards held by, Employees who are not officers or directors of Olin
for purposes of Section 16 of the Securities Exchange Act of 1934, as amended,
provided that no such action shall result in repricing of Options prohibited by
Section 3(e).

     

    (e) Prohibition on Option
Repricing.  Notwithstanding any other provision of the Plan,
neither the Board nor the Committee may reprice, replace or regrant any Option
granted under the Plan or any other plan of Olin, (i) through cancellation
and replacement or regrant with lower priced options or (ii) by lowering
the Option exercise price of a previously granted Award, without the prior
approval of Olin’s shareholders.

     

    Section
4. Shares Available for
Awards.

     

    (a) Shares
Available.  Subject to adjustment as provided in Section 4(b)
of the Plan:

     

    
      	
              (i)  

            	
              The
      aggregate number of Shares available for granting Awards under the Plan
      shall be 3,000,000.

            


    

     

    
      	
              (ii)  

            	
              For
      purposes of this Section 4, other than Sections 4(c)(ii) and 4(c)(iii), if
      any Shares covered by an Award are not delivered to a Participant or
      beneficiary because the Award is forfeited or canceled, such Shares shall
      not be deemed to have been delivered for purposes of determining the
      maximum number of Shares available for delivery under the
      Plan.

            


    

     

    (b) Adjustments.  In
the event of any change in the Shares by reason of stock dividends, stock
splits, recapitalization, mergers, consolidations, combinations or exchanges of
shares, split-ups, split-offs, spin-offs, liquidations or other similar changes
in capitalization, or any distributions to shareholders other than cash
dividends, (i) the numbers, class and prices of Shares covered by
outstanding Awards under the Plan (provided that no such adjustment shall result
in repricing of Options prohibited by Section 3(e) of the Plan), (ii) the
aggregate number and class of Shares available under the Plan, and
(iii) the numbers and class of Shares that may be the subject of Awards
pursuant to Section 4(c), shall be adjusted by the Committee, whose
determination shall be conclusive.

     

    
      	
              (i)  

            	
              Without
      limiting the foregoing, in the event of any split-up, split-off, spin-off
      or other distribution to shareholders of shares representing a part of
      Olin’s business, properties and assets, the Committee may modify an
      outstanding Award so that such Award shall thereafter relate to Shares of
      Olin and shares of capital stock of the corporation owning the business,
      properties and assets so split-up, split-off, spun-off or otherwise
      distributed to shareholders of Olin in the same ratio in which holders of
      the Shares became entitled to receive shares of capital stock of the
      corporation owning the business, properties and assets so split-up,
      split-off or spun-off or otherwise distributed, provided that no such
      action results in repricing of Options prohibited by Section
      3(e).

            


    

     

    
      
         

      

      
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              (ii)  

            	
              With
      respect to Awards of Incentive Stock Options, no such adjustment shall be
      authorized to the extent that such authority would cause the Plan to
      violate Section 422 of the Code or any successor provision thereto, unless
      the holder of such Award of Incentive Stock Options agrees to convert such
      options to Non-qualified Stock
Options.

            


    

     

    
      	
              (iii)  

            	
              Notwithstanding
      the foregoing, a Participant to whom Dividend Equivalents or dividend
      units have been awarded shall not be entitled to receive a special or
      extraordinary dividend or distribution unless the Committee shall have
      expressly authorized such receipt.

            


    

     

    (c) Additional
Restrictions.  Subject to adjustment as provided in Section
4(b), the following additional maximums are imposed under the Plan:

     

    
      	
              (i)  

            	
              The
      maximum number of Shares that may be issued for Options intended to be
      Incentive Stock Options shall be 900,000
Shares.

            


    

     

    
      	
              (ii)  

            	
              For
      any Award intended to be “performance-based compensation” (as that term is
      used for purposes of Code Section 162(m)), no more than 550,000 Shares may
      be subject to Options and Stock Appreciation Rights granted to any one
      individual during any calendar-year period (regardless of when such Shares
      are deliverable).

            


    

     

    
      	
              (iii)  

            	
              For
      any Award intended to be “performance-based compensation” (as that term is
      used for purposes of Code Section 162(m)) other than an Option or Stock
      Appreciation Right payable in Shares, no more than 300,000 Shares plus no
      more than $1,775,000 may be subject to such other Awards granted to any
      one individual during any calendar-year period (regardless of when such
      Shares or cash are deliverable).

            


    

     

    
      	
              (iv)  

            	
              No
      more than 1,425,000 Shares may be issued pursuant to Restricted Stock
      Awards, Restricted Stock Unit Awards and Performance Share Awards under
      this Plan.

            


    

     

    
      	
              (v)  

            	
              No Recycling of
      Shares.  Except for cancelled or forfeited Shares and
      Shares settled in cash, the Plan is intended to restrict the “recycling”
      of Shares back into the Plan.  This means that Shares exchanged
      or withheld to pay the purchase or exercise price of an Award (including
      Shares withheld to satisfy the exercise price of a Stock Appreciation
      Right settled in stock) or to satisfy tax withholding obligations count
      against the numerical limits of the
Plan.

            


    

     

    
      
         

      

      
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    Section
5. Eligibility.

     

    Any
Employee, including any officer or employee-director, of Olin or an Affiliate
shall be eligible to be designated a Participant, subject to any restrictions
imposed by applicable law.  An Award may be granted to an Employee
prior to the date the Employee first performs services for the Company or the
Affiliate, provided that such Awards shall not become vested prior to the date
the Employee first performs such services.

     

    Section
6. Awards.

     

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

     

    
      	
              (i)  

            	
              Exercise
      Price.  The per
      Share exercise price shall be determined by the Committee, provided that
      such exercise price shall not be less than the Fair Market Value of a
      Share on the date of the Option
grant.

            


    

     

    
      	
              (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 be more
      than a period of ten years from the date of its
  grant.

            


    

     

    
      	
              (iii)  

            	
              Exercise.  The
      Committee shall determine the time or times at which an Option may be
      exercised in whole or in part, and the method or methods by which, and the
      form or forms in which payment of the exercise price with respect thereto
      may be made.

            


    

     

    
      	
              (iv)  

            	
              Incentive Stock
      Options.  The terms of any Incentive Stock Option granted
      under the Plan shall comply in all respects with the provisions of Section
      422 of the Code, or any successor provision thereto, and any regulations
      promulgated thereunder.  Without limiting the preceding
      sentence, the aggregate Fair Market Value (determined at the time an
      Option is granted) of Shares with respect to which Incentive Stock Options
      are exercisable for the first time by a Participant during any calendar
      year (under the Plan and any other plan of the Participant’s employer
      corporation and its parent and subsidiary corporations providing for
      Options) shall not exceed such dollar limitation as shall be applicable to
      Incentive Stock Options under Section 422 of the Code or a successor
      provision.

            


    

     

    
      	
              (v)  

            	
              Termination of
      Employment Without Cause/With Olin Consent.  In the event
      the employment of a Participant to whom an Option has been granted under
      the Plan shall be terminated by Olin or an Affiliate without cause or by
      the Participant with the consent of Olin or an Affiliate, such Option may
      be exercised (to the extent of the number of shares that the Participant
      was entitled to purchase under such Option at the termination of
      employment) at any time within three months after such termination (which
      three-month period may be extended by the Committee), but in no event
      shall such three-month period or any such extension permit the exercise of
      an Option after the expiration date of the Option.  Options
      granted under the Plan shall not be affected by any change of duties or
      position so long as the Participant continues to be an
      Employee.

            


    

     

    
      
         

      

      
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              (vi)  

            	
              Termination for Cause
      or Without Consent.  Upon termination of such
      Participant’s employment either (a) for cause, or
      (b) voluntarily on the part of the Participant and without the
      written consent of Olin or an Affiliate, any Awards held by him or her
      under the Plan, to the extent not exercised or paid, shall terminate
      immediately.

            


    

     

    
      	
              (vii)  

            	
              Termination due to
      Retirement.  In the event the employment of a Participant
      to whom an Option has been granted under the Plan shall be terminated due
      to “retirement”, such Option may be exercised (to the extent of the number
      of shares that the Participant was entitled to purchase under such Option
      at the termination of employment) at any time until the expiration date of
      the Option; provided, however, that such exercise period may be shortened
      by the Committee in its discretion at the time of
      termination.  For these purposes, “retirement” refers to
      retirement ( including any early retirement) pursuant to any applicable
      retirement plan of Olin or of an Affiliate as provided under such
      retirement plan and which retirement was not caused by the Participant
      being terminated for cause by Olin or any
  Affiliate.

            


    

     

    
      	
              (viii)  

            	
              Death.  If
      a Participant to whom an Option has been granted shall die while an
      Employee, such Option may be exercised by the Participant’s executors,
      administrators, personal representatives or distributes or permitted
      transferees at any time within a period of one year after the
      Participant’s death (which period may be extended by the Committee),
      regardless of whether or not such Option had vested at the time of
      death.  If a Participant to whom an Option has been granted
      shall die after his or her employment has terminated but while the Option
      remains exercisable, the Option may be exercised by the persons described
      above at any time within the longer of (a) the period that the Participant
      could have exercised the Option had he or she not died, or (b) one year
      after the date of death (which period may be extended by the Committee),
      but only to the extent the Option was exercisable at the time of the
      Participant’s death.

            


    

     

    
      	
              (ix)  

            	
              Disability.  If
      a Participant to whom an Option has been granted shall become totally and
      permanently disabled, as that term is defined in Section 22(e)(3) of
      the Code (or a successor provision), and the Participant’s employment is
      terminated as a result, such option may be exercised by the Participant or
      permitted transferee within one year after the date of termination of
      employment, to the extent that the Option was exercisable at the time of
      termination of employment.

            


    

     

    
      
         

      

      
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    (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 the Plan.  Subject to the terms of the Plan and
any applicable Award Agreement, each Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive, upon exercise
thereof, up to the excess of (i) the Fair Market Value of one Share on the date
of exercise over (ii) the exercise price of the right as specified by the
Committee, which shall not be less than the Fair Market Value of one Share on
the date of grant of the Stock Appreciation Right.  Subject to the
terms of the Plan and any applicable Award Agreement, the exercise price, term,
methods of exercise, methods of payment or settlement, including whether such
SAR shall be paid in cash or Shares, and any other terms and conditions of any
Stock Appreciation Rights shall be as determined by the Committee, but in no
event shall the term of a Stock Appreciation Right exceed a period of ten years
from the date of its grant.

     

    (c) Other Stock
Awards.

     

    
      	
              (i)  

            	
              Issuance.  The
      Committee is authorized to grant Awards of Restricted Stock, Restricted
      Stock Units and Performance Shares to
  Participants.

            


    

     

    
      	
              (ii)  

            	
              Dividends and Dividend
      Equivalents.  An Award (including without limitation an
      Option or Stock Appreciation Right) may provide the Participant with the
      right to receive dividend payments or dividend equivalent payments with
      respect to Shares subject to the Award (both before and after the Shares
      subject to the Award are earned, vested, or acquired), which payments may
      be either made currently or credited to an account for the Participant,
      and may be settled in cash or Shares as determined by the Committee;
      provided, however that, no dividend payments or dividend equivalent
      payments shall be provided, permitted or credited to the extent that such
      payments would cause an Option or Stock Appreciation Right to be subject
      to Code Section 409A.  Any such settlements, and any such
      crediting of dividends or dividend equivalents or reinvestment in Shares,
      may be subject to such conditions, restrictions and contingencies as the
      Committee shall establish, including the reinvestment of such credited
      amounts in Share equivalents.

            


    

     

    
      	
              (iii)  

            	
              Restrictions.  Any
      such Award shall be subject to such conditions, restrictions and
      contingencies as the Committee may impose (including, without limitation,
      any limitation on the right to vote Restricted Stock or the right to
      receive any dividend or other right or property), which may lapse
      separately or in combination at such time or times, as the Committee may
      deem appropriate, provided that in order for a Participant to vest in
      Awards of Restricted Stock, the Participant must remain in the employ of
      Olin or an Affiliate for a period of not less than one (1) year after the
      grant of a Restricted Stock Award that includes one or more performance
      criteria, and not less than three (3) years after the grant of a
      Restricted Stock Award that does not include one or more performance
      criteria, in each case subject to Section 9 hereof and subject to
      relief for specified reasons as may be approved by the
      Committee.  Notwithstanding the foregoing, the Committee may
      grant Awards for Restricted Stock for an aggregate number of Shares not to
      exceed 5% of the total number of shares available for issuance under this
      Plan which vest in less than one (1) year after the date of grant,
      including immediate vesting, with or without any performance
      criteria.

            


    

     

    
      
         

      

      
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              (iv)  

            	
              Forfeiture.  Except
      as otherwise determined by the Committee, upon termination of employment
      for any reason during the applicable restriction period, all Shares of
      Restricted Stock still subject to restriction shall be forfeited and
      reacquired by Olin.

            


    

     

    
      	
              (v)  

            	
              Performance-Based
      Awards.  The Committee may designate whether any such
      Awards being granted to a Participant is intended to be “performance-based
      compensation” as that term is used in Section 162(m) of the
      Code.  Any Award so designated shall be conditioned on the
      achievement of one or more performance measures.  Performance
      measures that may be used by the Committee for such purpose shall be based
      on one or more of the following criteria, on an absolute or a relative
      basis:

            


    

     

    
      	
              (A)  

            	
              cash
      flow,

            


    

     

    
      	
              (B)  

            	
              earnings
      per share,

            


    

     

    
      	
              (C)  

            	
              EBITDA,

            


    

     

    
      	
              (D)  

            	
              Economic
      Value Added/EVA®,

            


    

     

    
      	
              (E)  

            	
              net
      income,

            


    

     

    
      	
              (F)  

            	
              operating
      profit,

            


    

     

    
      	
              (G)  

            	
              pre-tax
      profit,

            


    

     

    
      	
              (H)  

            	
              return
      on capital,

            


    

     

    
      	
              (I)  

            	
              return
      on equity,

            


    

     

    
      	
              (J)  

            	
              return
      on net assets,

            


    

     

    
      	
              (K)  

            	
              revenues,
      and

            


    

     

    
      	
              (L)  

            	
              total
      shareholder return.

            


    

     

    For
Awards intended to be “performance-based compensation,” the grant of the Awards
and the establishment of the performance measures shall be made during the
period required under Code Section 162(m) and in accordance with Code
Section 409A to the extent applicable.

     

    
      
         

      

      
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    (d) Forms of Payment Under
Awards.  Subject to the terms of the Plan and of any applicable
Award agreement, payments to be made by Olin or an Affiliate upon the grant,
exercise, or payment of an Award may be made in such form or forms as the
Committee shall determine, including, without limitation, cash, Shares, other
securities, other Awards, or other property or any combination thereof, and may
be made in a single payment or transfer, in each case in accordance with rules
and procedures established by the Committee and in accordance with Code Section
409A to the extent applicable.  Notwithstanding the foregoing, the
payment of the exercise price of an Option shall be subject to the
following:

     

    
      	
              (i)  

            	
              Subject
      to the following provisions of this subsection the full exercise price for
      Shares purchased upon the exercise of any Option shall be paid at the time
      of such exercise (except that, in the case of an exercise arrangement
      approved by the Committee and described below, payment may be made as soon
      as practicable after the exercise).

            


    

     

    
      	
              (ii)  

            	
              The
      exercise price shall be payable in cash or by tendering, by either actual
      delivery of Shares or by attestation, Shares acceptable to the Committee,
      which Shares were either acquired at least six months before the exercise
      date or purchased on the open market, and valued at Fair Market Value as
      of the day of exercise, or in any combination thereof, as determined by
      the Committee.

            


    

     

    
      	
              (iii)  

            	
              The
      Committee may permit a Participant to elect to pay the exercise price upon
      the exercise of an Option by irrevocably authorizing a third party to sell
      Shares (or a sufficient portion of the Shares) acquired upon exercise of
      an Option and remit to Olin a sufficient portion of the sale proceeds to
      pay the entire exercise price and any tax withholding resulting from such
      exercise.

            


    

     

    (e) Limits on Transfer of
Awards.  No Award (other than Released Securities) or right
thereunder shall be assignable or transferable by a Participant, other
than:

     

    
      	
              (i)  

            	
              by
      will or the laws of descent and distribution (or, in the case of an Award
      of Restricted Securities, to Olin);
or

            


    

     

    
      	
              (ii)  

            	
              in
      the case of Awards other than Incentive Stock Options, to the extent
      permitted under the terms of the Award, by a gift or domestic relations
      order to any Family Member, to a trust in which the Participant and/or his
      or her Family Members hold more than 50% of the beneficial interest, to a
      foundation in which the Participant and/or Family Members control the
      management of assets, and any other entity in which the Participant and/or
      his or her Family Members own more than 50% of the voting
      interests.

            


    

     

    For
purposes of this provision, a transfer to an entity in exchange for an interest
in that entity shall constitute a gift.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    (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 Olin or any Affiliate, or as payment for or to assure payment of an
      award or benefit granted under any such other such plan or arrangement,
      provided that the purchase or exercise price under an Option or other
      Award encompassing the right to purchase Shares shall not be reduced by
      the cancellation of such Award and the substitution of another
      Award.  Awards so granted may be granted either at the same time
      as or at a different time from the grant of such other Awards or awards or
      benefits.

            


    

     

    
      	
              (iii)  

            	
              General
      Restrictions.  Delivery of Shares or other amounts under
      the Plan shall be subject to the
following:

            


    

     

    
      	
              (A)  

            	
              Notwithstanding
      any other provision of the Plan, Olin shall have no liability to deliver
      any Shares under the Plan or make any other distribution of benefits under
      the Plan unless such delivery or distribution would comply with all
      applicable laws (including, without limitation, the requirements of the
      Securities Act of 1933), and the applicable requirements of any securities
      exchange or similar entity.

            


    

     

    
      	
              (B)  

            	
              To
      the extent that the Plan provides for issuance of stock certificates to
      reflect the issuance of Shares the issuance may be effected on a
      non-certificated basis, to the extent not prohibited by applicable law or
      the applicable rules of any stock
exchange.

            


    

     

    
      	
              (iv)  

            	
              Agreement with
      Olin.  An Award under the Plan shall be subject to such
      terms and conditions, not inconsistent with the Plan, as the Committee
      shall, in its sole discretion, prescribe.  The terms and
      conditions of any Award to any Participant may be reflected in such form
      of written document as is determined by the Committee.  A copy
      of such document shall be provided to the Participant, and the Committee
      may, but need not, require the Participant to sign a copy of such document
      (an “Award Agreement” regardless of whether any Participant signature is
      required).

            


    

     

    
      	
              (v)  

            	
              Beneficiary.  A
      Participant may, in the manner established by the Committee, designate a
      beneficiary or beneficiaries with respect to any Award to exercise the
      rights of the Participant, and to receive any property distributable, upon
      the death of the Participant.  Each Award, and each right under
      any Award, shall be exercisable, during the Participant’s lifetime, only
      by the Participant or a permitted transferee, or, if permissible under
      applicable law by the Participant’s guardian or legal
      representative.

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    
      	
              (vi)  

            	
              No Lien or Security
      Interest.  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 Olin, and any purported pledge,
      attachment, or encumbrance thereof other than in favor of Olin shall be
      void and unenforceable against Olin or any
  Affiliate.

            


    

     

    
      	
              (vii)  

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

            


    

     

    
      	
              (viii)  

            	
              Withholding.  All
      distributions under the Plan are subject to withholding of all applicable
      taxes, and, except as otherwise provided by the Committee, the delivery of
      any Shares or other benefits under the Plan to a Participant are
      conditioned on satisfaction of the applicable withholding
      requirements.  The Committee, in its discretion, and subject to
      such requirements as the Committee may impose prior to the occurrence of
      such withholding, may permit such withholding obligations to be satisfied
      through cash payment by the Participant, through the surrender of Shares
      which the Participant already owns, or through the surrender of Shares to
      which the Participant is otherwise entitled under the
  Plan.

            


    

     

    
      	
              (ix)  

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

            


    

     

    
      	
              (x)  

            	
              No Right to
      Employment.  The grant of an Award shall not be construed
      as giving a Participant the right to be retained in the employ of Olin or
      any Affiliate.  Nothing in the Plan or any Award Agreement shall
      limit the right of Olin or an Affiliate at any time to dismiss a
      Participant from employment, free from any liability or any claim under
      the Plan or the Award Agreement.

            


    

     

    
      	
              (xi)  

            	
              Governing
      Law.  The validity, construction and effect of the Plan
      and any rules and regulations relating to the Plan shall be determined in
      accordance with the laws of the State of Missouri, excluding any conflicts
      or choice of law rule or principle that might otherwise refer construction
      or interpretation of this Plan or any award Agreement to the substantive
      law of another jurisdiction.

            


    

     

    
      	
              (xii)  

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

            


    

     

    
      	
              (xiii)  

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

            


    

     

    
      	
              (xiv)  

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

            


    

     

    
      	
              (xv)  

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

            


    

     

    
      	
              (xvi)  

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

            


    

     

    (g) Agreement to
Service.  Each Participant receiving an Award shall, by
accepting the Award, agree that he or she will, during employment, devote his or
her entire time, energy and skill to the service of Olin and the promotion of
its interests, subject to vacations, sick leave and other absences in accordance
with the regular policies of, or other reasons satisfactory to, Olin and its
Affiliates.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    Section
7. Amendment and
Termination.

     

    (a) Amendments to the
Plan.  The Board or the Committee may amend, suspend,
discontinue or terminate the Plan, including, without limitation, any amendment,
suspension, discontinuation or termination that would impair the rights of any
Participant, or any other holder or beneficiary of any Award theretofore
granted, without the consent of any shareholder, Participant, other holder or
beneficiary of an Award, or other Person; provided, however, that,
notwithstanding any other provision of the Plan or any Award Agreement, without
the approval of the shareholders of Olin, no such amendment, suspension,
discontinuation or termination shall be made that would:

     

    
      	
              (i)  

            	
              increase
      the total number of Shares available for Awards under the Plan or the
      total number of Shares subject to one or more categories of Awards
      pursuant to Section 4(c), in either case except as provided in Section
      4(b);

            


    

     

    
      	
              (ii)  

            	
              reduce
      the minimum Option exercise price, except as provided in Section 4(b);
      or

            


    

     

    
      	
              (iii)  

            	
              permit
      repricing of Options prohibited by Section 3(e);
  and

            


    

     

    provided further that no
amendment, suspension, discontinuation or termination (i) that would impair
the rights of such Participant, holder or beneficiary shall be made with respect
to Section 9 of the Plan after a Change in Control, as defined therein and
(ii) may increase the amount of payment of any Award to any
Participant.

     

    (b) Amendments to
Awards.  The Committee may waive any conditions or rights with
respect to, or amend, alter, suspend, discontinue, or terminate, any unexercised
Award theretofore granted, prospectively or retroactively, without the consent
of any relevant Participant or holder or beneficiary of an Award, provided that
no amendment, alteration, suspension, discontinuation or termination of an Award
that would impair the rights of such Participant, holder or beneficiary shall be
made after a Change in Control, as defined in Section 9; provided further that
the Committee may not increase the payment of any Award granted any
Participant.

     

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

     

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

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    (e) 409A
Compliance.  To the extent any provision of the Plan (or any
Award) or action by the Board or Committee would subject any Participant to
liability for interest or additional taxes under Code Section 409A(a)(1)(B), it
will be deemed null and void, to the extent permitted by law and deemed
advisable by the Committee.  It is intended that the Plan (and any
Award) will comply with Code Section 409A, and the Plan (and any Award) shall be
interpreted and construed on a basis consistent with such intent.  The
Plan (and any Award) may be amended in any respect deemed necessary (including
retroactively) by the Committee in order to preserve compliance with Code
Section 409A.  The preceding shall not be construed as a guarantee of
any particular tax effect for Plan benefits or Awards.  Except as
specifically provided in Section 9, a Participant (or beneficiary) is solely
responsible and liable for the satisfaction of all taxes and penalties that may
be imposed on the Participant (or beneficiary) in connection with any
distributions to such Participant (or beneficiary) under the Plan (including any
taxes and penalties under Code Section 409A), and neither Olin nor any Affiliate
shall have any obligation to indemnify or otherwise hold a Participant (or
beneficiary) harmless from any or all of such taxes or penalties.

     

    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 Person or engage, directly
      or indirectly, in any business which, in the judgment of the Committee is
      or becomes competitive with Olin or any Affiliate, or which is or becomes
      otherwise prejudicial to or in conflict with the interests of Olin or any
      Affiliate.  Such judgment shall be based on the Participant’s
      positions and responsibilities while employed by Olin or an Affiliate, the
      Participant’s post employment responsibilities and position with the other
      Person or business, the extent of past, current and potential competition
      or conflict between Olin or an Affiliate and the other Person or business,
      the effect on customers, suppliers and competitors of the Participant’s
      assuming the post employment position, the guidelines established in any
      ethical or business conduct standards of Olin then in effect, and such
      other considerations as are deemed relevant given the applicable facts and
      circumstances.  The Participant shall be free, however, to
      purchase as an investment or otherwise, stock or other securities of such
      Person or business so long as they are listed upon a recognized securities
      exchange or traded over the counter, and such investment does not
      represent a substantial investment to the Participant or a greater than 1%
      equity interest in the organization or
business.

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    
      	
              (iii)  

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

            


    

     

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

     

    (c) Failure
to comply with the conditions of this Section 8 prior to, or during the six
months after, any exercise, payment or delivery pursuant to an Award shall cause
the exercise, payment or delivery to be rescinded.  Olin shall notify
the Participant in writing of any such rescission within two years after such
exercise payment or delivery and within 10 days after receiving such notice, the
Participant shall pay to Olin the amount of any gain realized or payment
received as a result of the exercise, payment or delivery
rescinded.  Such payment shall be made either in cash or by returning
to Olin the number of Shares that the Participant received in connection with
the rescinded exercise, payment or delivery.

     

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

     

    (e) Nothing
herein shall be interpreted to limit the obligations of a Participant under his
or her employment agreement or any other agreement with Olin

     

    Section
9. Change in
Control.

     

    (a) Except as
the Board or the Committee may expressly provide otherwise prior to a Change in
Control of Olin (as defined in Section 9(b)) in the event of a Change in
Control of Olin:

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

            	
              all
      restrictions and conditions of all Restricted Stock then outstanding shall
      be deemed satisfied as of the date of the Change in Control;
      and

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    
      	
              (iii)  

            	
              all
      Performance Share Awards and Restricted Stock Units shall become vested
      and deemed earned or satisfied in full, notwithstanding that the
      applicable performance cycle, retention cycle or restriction conditions
      shall not have been completed or met.  Such Performance Share
      Awards and Restricted Stock Units shall be paid, 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, to the Participant at the time or
      schedule applicable to such awards (assuming for these purposes that no
      such Change in Control had occurred), provided that in the event of a 409A
      Change in Control of Olin (as defined in Section 9(j), and which 409A
      Change in Control may occur concurrently with or after the Change in
      Control), such awards shall be paid to the Participants on or as soon as
      administratively feasible after such 409A Change in Control of Olin, but
      no later than ten (10) business days following such 409A Change in
      Control.

            


    

     

    (b) A “Change
in Control of Olin” means the occurrence of any of the following
events:

     

    
      	
              (i)  

            	
              individuals
      who, on the Effective Date (as defined in Section 10), constitute the
      Board (the “Incumbent Directors”) cease for any reason to constitute at
      least a majority of the Board; provided that any person becoming a
      director subsequent to the Effective Date, whose election or nomination
      for election was approved (either by a specific vote or by approval of the
      proxy statement of Olin in which such person is named as a nominee for
      director, without written objection to such nomination) by a vote of at
      least two-thirds of the directors who were, as of the date of such
      approval, Incumbent Directors, shall be an Incumbent Director; provided,
      however, that no individual initially appointed, elected or nominated as a
      director of Olin as a result of an actual or threatened election contest
      with respect to directors or as a result of any other actual or threatened
      solicitation of proxies or consents by or on behalf of any person other
      than the Board shall be deemed to be an Incumbent Director;
    or

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    
      	
              (iii)  

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

            


    

     

    
      	
              (iv)  

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

            


    

     

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

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    (c) In the
event that a Participant participates or agrees to participate by loan or equity
investment (other than through ownership of less than 1% of publicly traded
securities of another company) in a transaction (“acquisition”) which would
result in an event described in Section 9(b)(i) or (ii), the Participant must
promptly disclose such participation or agreement to Olin.  If the
Participant so participates or agrees to participate, no payments due under this
Plan or by virtue of any Change in Control provisions contained in any
compensation or benefit plan of Olin will be paid to the Participant until the
acquiring group in which the Participant participates or agrees to participate
has complete the acquisition.  In the event the Participant so
participates or agrees to participate and fails to disclose his or her
participation or agreement, the Participant will not be entitled to any payments
under this Plan or by virtue of Change in Control provisions in any Olin
compensation or benefit plan, notwithstanding any of the terms hereof or
thereof.

     

    (d) Anything
in this Plan to the contrary notwithstanding and except as set forth below, in
the event it shall be determined that any Payment would be subject to the Excise
Tax, then the Participant shall be entitled to receive an additional payment
(the “Gross-Up Payment”) in an amount such that, after payment by the
Participant of all taxes (and any interest or penalties imposed with respect to
such taxes), including, without limitation, any income and employment taxes (and
any interest and penalties imposed with respect thereto) and Excise Tax imposed
upon the Gross-Up Payment, the Participant retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payments.

     

    (e) Subject
to the provision sof Section 9(f), all determinations required to be made under
this Section 9, including whether and when a Gross-Up Payment is required, the
amount of such Gross-Up Payment and the assumptions to be utilized in arriving
at such determination, shall be made by KPMG LLP or such other nationally
recognized certified public accounting firm as may be designated by the
Participant (the “Accounting Firm”).  The Accounting Firm shall
provide detailed supporting calculations both to Olin and the Participant within
15 business days of the receipt of notice from the Participant that there has
been a Payment or such earlier time as is requested by Olin.  The
Accounting Firm shall not determine that no Excise Tax is payable by the
Participant unless it delivers to the Participant a written opinion that failure
to report the Excise Tax on the Participant’s applicable federal income tax
return would not result in the imposition of a negligence or similar
penalty.  All fees and expenses of the Accounting Firm shall be borne
solely by Olin.  Any Gross-Up Payment, as determined pursuant to this
Section 9(e), shall be paid by Olin to the Participant within 5 days of the
receipt of the Accounting Firm’s determination and in no event shall such date
be later than the last day of the calendar year after the calendar year in which
the applicable Excise Tax is paid.  Any determination by the
Accounting Firm shall be binding upon Olin and the Participant.  As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of the initial determination by the Accounting Firm hereunder, it is
possible that Gross-Up Payments that will not have been made by Olin should have
been made (the “Underpayment”), consistent with the calculations required to be
made hereunder.  In the event Olin exhausts its remedies pursuant to
Section 9(f) and the Participant thereafter is required to make a payment
of any Excise Tax, the Accounting Firm shall determine that amount of the
Underpayment that has occurred and any such Underpayment shall be paid by Olin
to or for the benefit of the Participant within 5 days of receipt of the
Accounting Firm’s determination.

     

    
      
         

      

      
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    (f) The
Participant shall notify Olin in writing of any claims by the Internal Revenue
Service that, if successful, would require the payment by Olin of the Gross-Up
Payment.  Such notification shall be given as soon as practicable but
not later than 30 days after the Participant actually receives notice in writing
of such claim and shall apprise Olin of the nature of such claim and the date on
which such claim is requested to be paid; provided, however, that the failure of
the Participant to notify Olin of such claim (or to provide any required
information with respect thereto) shall not affect any rights granted to the
Participant under this Section 9(f) except to the extent that Olin is
materially prejudiced in the defense of such claim as a direct result of such
failure.  The Participant shall not pay such claim prior to the
expiration of the 30-day period following the date on which the Participant
gives such notice to Olin (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If Olin notifies
the Participant in writing prior to the expiration of such period that Olin
desires to contest such claim, the Participant shall:

     

    
      	
              (i)  

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

            


    

     

    
      	
              (ii)  

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

            


    

     

    
      	
              (iii)  

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

            


    

     

    
      	
              (iv)  

            	
              permit
      Olin to participate in any proceedings relating to such
    claim;

            


    

     

    provided, however, that Olin
shall bear and pay directly all costs and expenses (including additional
interest and penalties) incurred in connection with such contest, and shall
indemnify and hold the Participant harmless, on an after-tax basis, for any
Excise tax or income or employment tax (including interest and penalties)
imposed as a result of such representation and payment of costs and
expenses.  Without limitation on the foregoing provisions of this
Section 9(f), Olin shall control all proceedings taken in connection with
such contest, and, at its sole discretion, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the
applicable taxing authority in respect of such claim and may, at its sole
discretion, either direct the Participant to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Participant
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as Olin shall determine; provided, however, that, if
Olin directs the Participant to pay such claim and sue for a refund, Olin shall
advance the amount of such payment to the Participant, on an interest-free
basis, and shall indemnify and hold the Participant harmless, on an after-tax
basis, from any Excise Tax or income tax (including interest or penalties)
imposed with respect to such advance or with respect to any imputed income in
connection with such advance; and provided, further, that any
extension of the statute of limitations relating to payment of taxes for the
taxable year of the Participant with respect to which such contested amount is
claimed to be due is limited solely to such contested
amount.  Furthermore, Olin’s control of the contest shall be limited
to issues with respect to which the Gross-Up Payment would be payable hereunder,
and the Participant shall be entitled to settle or contest, as the case may be,
any other issue raised by the Internal Revenue Service or any other taxing
authority.

     

    
      
         

      

      
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    (g) If, after
the receipt by the Participant of an amount advanced by Olin pursuant to
Section 9(f), the Participant becomes entitled to receive any refund with
respect to such claim, the Participant shall (subject to Olin’s complying with
the requirements of Section 9(f) promptly pay to Olin the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto).  If, after the receipt by the Participant of an
amount advanced by Olin pursuant to Section 9(f), a determination is made
that the Participant shall not be entitled to any refund with respect to such
claim, and Olin does not notify the Participant in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

     

    (h) Notwithstanding
any other provision of this Section 9, Olin may, in its sole discretion,
withhold and pay over to the Internal Revenue Service or any other applicable
taxing authority, for the benefit of the Participant, all or any portion of the
Gross-Up Payment, and the Participant hereby consents to such
withholding.

     

    (i) Definitions.  The
following terms shall have the following meanings for purposes of this
Section 9.

     

    
      	
              (A)  

            	
              ‘Excise
      Tax” shall mean the excise tax imposed by Section 4999 of the Code,
      together with any interest or penalties imposed with respect to such
      excise tax.

            


    

     

    
      	
              (B)  

            	
              A
      “Payment” shall mean any payment or distribution in the nature of
      compensation (within the meaning of Section 280G(b)(2) of the Code)
      to or for the benefit of the Participant, whether paid or payable pursuant
      to this Plan or otherwise

            


    

     

    (j) A “409A
Change in Control of Olin” means the occurrence of any of the following
events:

     

    
      	
              (i)  

            	
              any
      person or Group acquires ownership of Olin’s stock that, together with
      stock held by such person or Group, constitutes more than 50% of the total
      fair market value or total voting power of Olin’s stock, (including an
      increase in the percentage of stock owned by any person or Group as a
      result of a transaction in which Olin acquires its stock in exchange for
      property, provided that the acquisition of additional stock by any person
      or Group deemed to own more than 50% of the total fair market
      value  or total voting power of Olin’s stock on January 1,
      2005, shall not constitute a 409A Change in Control);
  or

            


    

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    
      	
              (ii)  

            	
              any
      person or Group acquires (or has acquired during the 12-month period
      ending on the date of the most recent acquisition by such person or Group)
      ownership of Olin stock possessing 30% or more of the total voting power
      of Olin stock; or

            


    

     

    
      	
              (iii)  

            	
              a
      majority of the members of Olin’s board of directors is replaced during
      any 12-month period by directors whose appointment or election is not
      endorsed by a majority of the members of Olin’s board of directors prior
      to the date of the appointment or election;
or

            


    

     

    
      	
              (iv)  

            	
              any
      person or Group acquires (or has acquired during the 12-month period
      ending on the date of the most recent acquisition by such person or Group)
      assets from Olin that have a total Gross Fair Market Value equal to 40% or
      more of the total Gross Fair Market Value of all Olin assets immediately
      prior to such acquisition or acquisitions, provided that there is no 409A
      Change in Control when Olin’s assets are transferred
  to:

            


    

     

    
      	
              (1)  

            	
              a
      shareholder of Olin (immediately before the asset transfer) in exchange
      for or with respect to Olin stock;

            


    

     

    
      	
              (2)  

            	
              an
      entity, 50% or more of the total value or voting power of which is owned,
      directly or indirectly, by Olin;

            


    

     

    
      	
              (3)  

            	
              a
      person or Group that owns, directly or indirectly, 50% or more of the
      total value or voting power of all outstanding Olin stock;
    or

            


    

     

    
      	
              (4)  

            	
              an
      entity, at least 50% of the total value or voting power of which is owned,
      directly or indirectly, by a person described in paragraph
      (iii).

            


    

     

    For
purposes of the above sub-paragraph (iv), a person’s status is determined
immediately after the transfer of the assets.  For example, a transfer
to a corporation in which Olin has no ownership interest before the transaction,
but which is a majority-owned subsidiary of Olin after the transaction is not a
409A Change in Control.

     

    For
purposes of this Section 9(j), “Gross Fair Market Value” means the value of
assets determined without regard to any liabilities associated with such
assets.

     

    (k) Following
a Change in Control or 409A Change in Control, no action shall be taken under
the plan that will cause any Award that has previously been determined to be (or
is determined to be) subject to Code Section 409A to fail to comply in any
respect with Code Section 409A without the written consent of the
Participant.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    Section
10. Effective Date and
Term.

     

    The Plan
shall be effective as of the date of approval of Olin’s shareholders (the
“Effective Date”).  The Plan shall be unlimited in duration and, in
the event of Plan termination, shall remain in effect as long as any Awards
under it are outstanding; provided, however, that, to the extent required by the
Code, no Incentive Stock Option may be granted under the Plan on a date that is
more than ten years from the date the Plan is adopted.

     


    
      
         


      

      
        22