smicp102408.htm


    Exhibit
10.4

     

    OLIN
SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN

     

    (Amended
and Restated as of October 24, 2008)

     

    Section
1. Purpose.  The
purposes of the Olin Senior Management Incentive Compensation Plan (the “Plan”)
are (i) to compensate certain members of senior management of Olin
Corporation (the “Company”) on an individual basis for significant contributions
to the Company and its subsidiaries and (ii) to stimulate the efforts of
such members by giving them a direct financial interest in the performance of
the Company.

     

    Section
2. Definitions.  The
following terms utilized in this Plan shall have the following
meanings:

     

    “Committee”
shall mean the Compensation Committee of the Board of Directors of the Company
or such other committee of such Board as such Board may from time to time
designate.

     

    “Economic
Value Added” means the Company’s consolidated sales less its operating costs
(including tax) less a capital charge based on the Company’s cost of capital on
assets employed in the business.

     

    “Participant”
shall mean for a fiscal year each salaried employee who is designated as a
Participant by the Committee on or before March 30 of such fiscal year (or
such later date, if any, as permitted by Section 162(m)).

     

    “Performance
Measures” shall mean for a fiscal year one or more of the following criteria, as
designated by the Committee for such fiscal year, on an absolute or relative
basis:

     

    · Cash
flow,

     

    · Earnings
per share,

     

    · EBITDA,

     

    · Economic
Value Added/EVA(R)

     

    · Net
income,

     

    · Operating
profit,

     

    · Pre-tax
profit,

     

    · Return on
capital,

     

    · Return on
equity,

     

    · Return on
net assets,

     

    
      
         

      

      
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    · Revenues
and

     

    · Total
shareholder return,

     

    provided
such designation would not subject any Incentive Award to Section
162(m).

     

    “Section
162(m)” shall mean Section 162(m) of the Internal Revenue Code of 1986, and the
regulations promulgated thereunder, all as amended from time to
time.

     

    “Section
409A” shall mean Section 409A of the Internal Revenue Code of 1986 and the
regulations promulgated thereunder, all as amended from time to
time.

     

    Section
3. Term.  The
Plan, as amended, shall be applicable for all future fiscal years of the Company
unless amended or terminated by the Company pursuant to Section
7. 

     

    Section
4. Incentive
Award.

     

    4.1 For each
fiscal year of the Company, each Participant may be entitled to receive an award
payable in cash (“Incentive Award”) in an amount determined by the Committee as
provided in this Plan.  On or before March 30 of such fiscal year
(or such later date, if any, as permitted by Section 162(m)), for the Incentive
Awards for such fiscal year, the Committee will designate or approve
(i) the individuals who will be Participants in the Plan, if any,
(ii) the Performance Measures, (iii) if there is more than one
Performance Measure, the weighting of the Performance Measures in determining
the Incentive Award, (iv) the performance goals and payout matrix or
formula for each Performance Measure and (v) the incentive standard award
(the cash component of a Participant’s total targeted compensation tied to the
Performance Measures) for each Participant.  Following the end of
fiscal year, the Committee shall determine the Incentive Award for each
Participant based upon the payout matrix or formula for each Performance Measure
designated, applying the pre-determined weighting for each Performance Measure,
if more than one.

     

    Notwithstanding
anything contained in this Plan to the contrary, the Committee in its sole
discretion may reduce any Incentive Award to any Participant to any amount,
including zero, prior to the certification by resolution of the Committee of the
amount of such Incentive Award.

     

    As a
condition to the right of a Participant to receive an Incentive Award, the
Committee shall first certify by resolution of the Committee, that the Incentive
Award has been determined in accordance with the provisions of this
Plan.

     

    Incentive
Awards for fiscal year shall be determined as soon as practicable after such
fiscal year and shall be paid no later than the 15th day of the third month
following such fiscal year.  The maximum Incentive Award paid a
Participant under this Plan with respect to a fiscal year may not exceed 200% of
such Participant’s annual base salary in effect on December 1 of such
fiscal year.

     

    4.2 A
Participant whose employment terminates with cause or without the Committee’s
written consent during a fiscal year shall forfeit such Participant’s Incentive
Award for such fiscal year.

     

    
      
         

      

      
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    4.3 Incentive
Awards shall be payable in a single lump sum.

     

    4.4 The
Company shall withhold from any Incentive Award or payments made or to be made
under this Plan any amount of withholding taxes due in respect of an Incentive
Award.

     

    4.5 Participation
in this Plan does not exclude Participants from participation in any other
benefit or compensation plans or arrangements of the Company, including other
bonus or incentive plans.

     

    Section
5. Administration and
Interpretation.  The Plan shall be administered by the
Committee, which shall have the sole authority to make rules and regulations for
the administration of the Plan.  The interpretations and decisions of
the Committee with regard to the Plan shall be final and
conclusive.  The Committee may request advice or assistance or employ
such persons (including, without limitation, legal counsel and accountants) as
it deems necessary for the proper administration of the Plan.

     

    Section
6. Administrative
Expenses.  Any expense incurred in the administration of the
Plan shall be borne by the Company out of its general funds.

     

    Section
7. Amendment or
Termination.  The Committee of the Company may from time to
time amend the Plan in any respect or terminate the Plan in whole or in part,
provided that no such action shall increase the amount of any Incentive Award
for which performance goals have been established but which has not yet been
earned or paid; provided further that such action will not cause an Incentive
Award to become subject to the deduction limitations contained in
Section 162(m).

     

    Section
8. No
Assignment.  The rights hereunder, including without limitation
rights to receive an Incentive Award, shall not be pledged, assigned,
transferred, encumbered or hypothecated by an employee of the Company, and
during the lifetime of any Participant any payment of an Incentive Award shall
be payable only to such Participant.

     

    Section
9. The
Company.  For purposes of this Plan, the “Company” shall
include the successors and assigns of the Company, and this Plan shall be
binding on any corporation or other person with which the Company is merged or
consolidated.

     

    Section
10. Stockholder
Approval.  This Plan, as then amended, was re-approved by the
stockholders of the Company in April 2005, and such stockholder approval was a
condition to the right of a Participant to receive any benefits hereunder for
any fiscal year beginning after such meeting date.

     

    Section
11. No Right to
Employment.  The designation of an employee as a Participant or
grant of an Incentive Award shall not be construed as giving a Participant the
right to be retained in the employ of the Company or any affiliate or
subsidiary.

     

    Section
12. 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 and applicable federal law.

     

    
      
         

      

      
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    Section
13. No
Trust.  Neither the Plan nor any Incentive Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Participant.  To the extent
any Participant acquires a right to receive payments from the Company in respect
to any Incentive Award, such right shall be no greater than the right of any
unsecured general creditor of the Company.

     

    Section
14. Section 162(m) and Section
409A.  It is the intention of the Company that all payments
made under the Plan be excluded from the deduction limitations contained in
Section 162(m).  Therefore, if any Plan provision is found not to
be in compliance with the “performance-based” compensation exception contained
in Section 162(m), that provision shall be deemed amended so that the Plan does
so comply to the extent permitted by law and deemed advisable by the Committee,
and in all events the Plan shall be construed in favor of its meeting the
“performance-based” compensation exception contained in
Section 162(m).

     

    To the
extent any provision of the Plan or action by the Committee would subject
any Participant to liability for interest or additional taxes under Section
409A, 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 will be
exempt from Section 409A, and the Plan shall be interpreted and construed on a
basis consistent with such intent.  The Plan may be amended in any
respect deemed necessary (including retroactively) by the Committee in order to
preserve exemption from Section 409A.  The preceding shall not be
construed as a guarantee of any particular tax effect for Plan
payments.  A Participant is solely responsible and liable for the
satisfaction of all taxes and penalties that may be imposed on such person in
connection with any distributions to such person under the Plan (including any
taxes and penalties under Section 409A), and the Company shall have no
obligation to indemnify or otherwise hold a Participant harmless from any or all
of such taxes or penalties.

     


    
      
         


      

      
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