ltip2000102208.htm


    Exhibit
10.6

     

    OLIN
CORPORATION

    2000
LONG TERM INCENTIVE PLAN

    (Codified
as of October 22, 2008)

     

    
      	
              Section
      1.  

            	
              Purpose.

            


    

     

    The
general purposes of the Olin Corporation 2000 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 identify
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) “Cash
Flow” means consolidated net income of Olin, before the after-tax effect of any
special charge or gain or cumulative effect of any change in accounting, plus
depreciation and amortization, less capital and investment spending and plus or
minus changes in working capital.

     

    (f) “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.

     

    (g) “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).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

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

     

    (i) “Earnings
Per Share” means, for a fiscal year, consolidated net income of Olin before the
after-tax effect of any special charge or gain or cumulative effect of a change
in accounting, divided by the weighted average number of shares of common stock
outstanding, on a fully diluted basis.

     

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

     

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

     

    (l) “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.

     

    (m) “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.

     

    (n) “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.

     

    (o) “Non-Qualified
Stock Option” means an option to purchase Shares granted under the Plan that is
not intended to be an Incentive Stock Option.

     

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

     

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

     

    (r) “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.

     

    (s) “Person”
means any individual, corporation, partnership, limited liability company,
association, joint venture, stock company, trust, unincorporated organization,
or government or political subdivision thereof.

     

    (t) “Pre-Tax
Profit” means, for a fiscal year, the consolidated income before taxes of Olin,
before any special charges or gains.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (u) “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.

     

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

     

    (w) “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.

     

    (x) “Return
on Capital” means consolidated net income of Olin plus after-tax interest
expense and the after-tax effect of any special charge or gain and any
cumulative effect of a change in accounting, divided by average consolidated
total assets of Olin less total non-interest-bearing liabilities.

     

    (y) “ROE”
shall mean the consolidated net income of Olin 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.

     

    (z) “RONA”
means Pre-tax Profit before interest expense divided by average consolidated
total assets of Olin less total non-interest-bearing liabilities.

     

    (aa) “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.

     

    (bb) “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.

     

    (cc) “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 6(f)(ii); (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.

     

    
      
        
        

      

      
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    (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 6(f)(ii).

     

    (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 6(f)(ii).

     

    (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 2,250,000.  If an Award is denominated in or relates to
      a security of Olin convertible into its Common Stock, the number of shares
      of Common Stock into which such security shall be convertible (calculated
      as of the date of grant of the Award, subject to adjustment as provided in
      Section 4(b) hereof or under the terms of such security) shall be deemed
      denominated in Shares and counted against the aggregate number of Shares
      available for the granting of Awards under the
  Plan.

            


    

     

    
      
        
        

      

      
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              (ii)  

            	
              For
      purposes of this Section 4(a) and of Section
  4(c)(iv):

            


    

     

    
      	
              (A)  

            	
              If
      any Shares covered by an Award are not delivered to a Participant or
      beneficiary because the Award is forfeited or canceled, or if the Shares
      are not delivered because the Award is settled in cash or used to satisfy
      the applicable tax withholding obligation, 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;
  and

            


    

     

    
      	
              (B)  

            	
              If
      the exercise price of any Option granted under the Plan is satisfied by
      tendering Shares (by either actual delivery or by attestation), only the
      number of Shares issued net of the Shares tendered shall be deemed
      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 6(f)(ii) 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 apart 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
      6(f)(ii).

            


    

     

    
      	
              (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.

            


    

     

    
      
        
        

      

      
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              (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)  

            	
              The
      maximum number of Shares that may be covered by Awards granted to any one
      individual shall be 300,000 Shares during any calendar
    year.

            


    

     

    
      	
              (iii)  

            	
              No
      more than 100,000 Shares may be subject to Restricted Stock Awards,
      Restricted Stock Unit Awards and Performance Share Awards, and no more
      than 300,000 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) for any Award intended to
      be “performance-based compensation” (as that term is used for purposes of
      Code Section 162(m)).

            


    

     

    
      	
              (iv)  

            	
              No
      more than 450,000 Shares may be subject to Restricted Stock Awards,
      Restricted Stock Unit Awards and Performance Share
  Awards.

            


    

     

    
      	
              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, however, 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.

            


    

     

    
      
        
        

      

      
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              (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.  In the event the employment of a Participant
      to whom an Option has been granted under the Plan shall be terminated
      (other than by reason of the Participant’s death or disability), such
      Option may, subject to the provisions of the next to last sentence of
      Section 6(a)(vi) 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.

            


    

     

    
      	
              (vi)  

            	
              Agreement to
      Service.  Each Participant receiving an Option shall, by
      accepting the Option, 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. Such employment shall (subject
      to the terms of any contract between Olin or any such Affiliate and such
      Participant) be at the pleasure of Olin or such Affiliate, and shall be at
      such compensation as Olin or such Affiliate shall determine from time to
      time. 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, any Awards held by him or her under the Plan, to
      the extent not theretofore exercised or vested, shall forthwith terminate.
      Retirement pursuant to any retirement plan of Olin or of an Affiliate
      shall be deemed to be a termination of employment with Olin’s
      consent.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      	
              (vii)  

            	
              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 distributees 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.

            


    

     

    
      	
              (viii)  

            	
              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.

            


    

     

    (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 and any other terms and conditions of any Stock
Appreciation Right 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.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
              (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 performance-based Restricted Stock Award, and not less than
      three (3) years after the grant of a Restricted Stock Award that is not
      performance-based, 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 45,000 which vest in less than one (1) year after the date of
      grant, including immediate vesting.

            


    

     

    
      	
              (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:
      Pre-Tax Profit and/or Earnings Per Share, Cash Flow, Economic Value Added,
      ROE, Return on Capital or RONA. 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.

            


    

     

    (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 installments, or on a deferred
basis, 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:

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      	
              (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.

     

    (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.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	
              (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 Connecticut, 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.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	
              (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.

            


    

     

    
      	
              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:

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	
              (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 6(f)(ii);
  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 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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (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, 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 the
      then current edition of Olin’s Standards of Ethical Business Practices,
      and such other considerations as are deemed relevant given the applicable
      facts and circumstances. 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.

            


    

     

    
      	
              (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.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (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 employee 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;

            


    

     

    
      	
              (iii)  

            	
              to
      the extent that Performance Share Awards and Restricted Stock Units are
      not subject to Code Section 409A, such awards shall become vested, deemed
      earned or satisfied in full, and promptly paid to Participants, 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,
      retention cycle or restriction conditions shall not have been completed or
      met; and

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      	
              (iv)  

            	
              to
      the extent that Performance Share Awards and Restricted Stock Units are
      subject to Code Section 409A, such awards 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(e), 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) “Change
in Control” means the occurrence of any one of the following
events:

     

    
      	
              (i)  

            	
              individuals
      who, on November 1, 2002, constitute the Board (the “Incumbent Directors”)
      cease for any reason to constitute at least a majority of the Board; provided that
      any individual becoming a director subsequent to November 1, 2002, 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
      individual is named as a nominee for director, without written objection
      to such nomination) by a vote of at least two-thirds of the directors who
      were, as of the date of such approval, Incumbent Directors, shall be an
      Incumbent Director; provided, however, that
      no individual initially appointed, elected or nominated as a director of
      Olin as a result of an actual or threatened election contest with respect
      to directors or as a result of any other actual or threatened solicitation
      of proxies or consents by or on behalf of any Person other than the Board
      shall be deemed to be an Incumbent
Director;

            


    

     

    
      	
              (ii)  

            	
              any
      “person” (as such term is defined in Section 3(a)(9) of the Securities
      Exchange Act of 1934 (the “Act”) and as used in Sections 13(d)(3) and
      14(d)(2) of the Act) is or becomes a “beneficial owner” (as defined in
      Rule 13d-3 under the 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, or (D) the acquisition of Olin Voting Securities pursuant to a
      Non-Qualifying Transaction (as defined in paragraph
  (iii));

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
      	
              (iii)  

            	
              the
      consummation of a merger, consolidation, statutory share exchange or
      similar form of corporate transaction involving Olin or any of its
      subsidiaries (a “Reorganization”) or 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: (A) 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) the entity resulting from such
      Reorganization, or 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), and such voting power
      among the holders thereof is in substantially the same proportion as the
      voting power of such Olin Voting Securities among the holders thereof
      immediately prior to the Reorganization or Sale, (B) 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 (C) at least a majority of the members of the board
      of directors (or similar officials in the case of an entity other than a
      corporation) of the Parent Entity (or, if there is no Parent Entity, the
      Surviving Entity) following the consummation of the Reorganization or Sale
      were, at the time of the approval by the Board of the execution of the
      initial agreement providing for such Reorganization or Sale, Incumbent
      Directors (any Reorganization or Sale which satisfies all of the criteria
      specified in (A), (B) and (C) above being deemed to be a “Non-Qualifying
      Transaction”);

            


    

     

    
      	
              (iv)  

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

            


    

     

    Notwithstanding
the foregoing, the acquisition by any Person of beneficial ownership 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 shall be deemed not to result in a Change in
Control; provided, however, that if such
Person subsequently becomes the beneficial owner 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.

     

    (c) In the
event that a Participant participates or agrees to participate by loan or equity
investment (other than through ownership of less than I% 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 benefits or payments due under the
Plan or by virtue of the 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 completed the acquisition. In the event the Participant so participates or
agrees to participate and fails to disclose his participation or agreement, the
Participant will not be entitled to any benefits or payments under the Plan or
by virtue of Change in Control provisions in any Olin compensation or benefit
plan, notwithstanding any of the terms hereof or thereof.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (d) Anything
in the Plan to the contrary notwithstanding, in the event that it shall be
determined that any benefit, payment or distribution by Olin to or for the
benefit of the Participant (whether paid or payable or distributed or
distributable) pursuant to the terms of the Plan but determined without regard
to any additional payments required under this Section 9(d), would be subject to
the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended, the Participant shall be entitled to receive an additional payment (the
“Gross-Up Payment”) in an amount equal to (i) the amount of the excise tax
imposed on the Participant in respect of the benefits or payments received
pursuant to the Plan (the “Excise Tax”) plus (ii) all federal, state and local
income, employment and excise taxes (including any interest or penalties imposed
with respect to such taxes) imposed on the Participant in respect of the
Gross-Up Payment, such that after payments of all such taxes (including any
applicable interest or penalties) on the Gross-Up Payment, the Participant
retains a portion of the Gross-Up Payment equal to the Excise Tax, provided
that, if the Participant receives a Gross-Up Payment with respect to benefits or
payments received under the Plan pursuant to another benefit or compensation
plan or agreement, the Gross-Up Payment under this Section 9(d) shall be reduced
by the amount of such other Gross-Up Payments paid in respect to the Excise Tax
due as the result of the benefits or payments received under the
Plan.  The payment of any Gross-up Payment by Olin to the Participant
shall be made within 5 days of its 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.

     

    (e) 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

            


    

     

    
      
        
        

      

      
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              (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(e), “Gross Fair Market Value” means the value of
assets determined without regard to any liabilities associated with such
assets.

     

    For
purposes of this Section 9(e), “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.

     

    
      
        
        

      

      
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    (f) Following
a Change in Control or 409A Change of 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.

     

    
      	
              Section
      10.  

            	
                 Effective Date and
      Term.

            


    

     

    Subject
to the approval of Olin’s shareholders at the 2000 annual shareholders meeting
the Plan shall be effective as of January 27, 2000 (the “Effective Date”);
provided, however, that to the extent that Awards are granted under the Plan
prior to its approval by shareholders, the Awards shall be contingent on
approval of the Plan by the shareholders of Olin at such annual meeting. 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.

     


    
      
         


      

      
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