amend1997dirplan102308.htm


    Exhibit
10.5

     

    OLIN
CORPORATION

     

    AMENDED
AND RESTATED

     

    1997
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

     

    (As
Amended and Restated Effective October 23, 2008)

     

    1. Purpose.  The
purpose of the Olin Corporation 1997 Stock Plan for Non-employee Directors the
(“Plan”) is to promote the long-term growth and financial success of Olin
Corporation by attracting and retaining non-employee directors of outstanding
ability and by promoting a greater identity of interest between its non-employee
directors and its shareholders.

     

    2. Definitions.  The
following capitalized terms utilized herein have the following
meanings:

     

    “Board”
means the Board of Directors of the Company.

     

    “Cash
Account” means an account established under the Plan for a Non-employee Director
to which cash meeting fees, Board Chairman fees, Lead Director Fees, Committee
Chair fees and retainers, or other amounts under the Plan, have been or are to
be credited in the form of cash.

     

    “Change
in Control” means the occurrence of any of the following events:

     

    (a) 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 Change in Control); or

     

    (b) 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

     

    (c) 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

     

    (d) 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 Change in Control when Olin’s assets
are transferred to:

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

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

     

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

     

    (iii) 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

     

    (iv) 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 this paragraph (d) 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 Change in
Control.

     

    “Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
applicable rules, regulations and/or other guidance thereunder.  A
reference to any provision of the Code shall include reference to any successor
provision of the Code.

     

    “Committee”
means the Compensation Committee (or its successor) of the Board.

     

    “Common
Stock” means the Company’s Common Stock, $1.00 par value per share.

     

    “Company”
means Olin Corporation, a Virginia corporation, and any successor.

     

    “Credit
Date” means the second Thursday in February, May, August and November and one
week after the regularly scheduled board meeting in December or, in the event
the December board meeting extends for more than one day, one week after the
first day of such regularly scheduled board meeting held in
December.

     

    “Disability”
means the Non-employee Director:

     

    (a) is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, or

     

    (b) is, by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan from the
Non-employee Director’s employer.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    “Excess
Retainer” means with respect to a Non-employee Director the amount of the full
annual cash retainer payable to such Non-employee Director from time to time by
the Company for service as a director in excess of $25,000, if any; provided
that in the event the annual cash retainer is prorated to reflect that such
Non-employee Director did not serve as such for the full calendar year, the
$25,000 shall be similarly prorated.

     

    “Fair
Market Value” means, with respect to a date, on a per share basis, with respect
to phantom shares of Common Stock or Spin-Off Company Common Stock, the average
of the high and the low price of a share of Common Stock or Spin-Off Company
Common Stock, as the case may be, as reported on the consolidated tape of the
New York Stock Exchange on such date or if the New York Stock Exchange is closed
on such date, the next succeeding date on which it is open.

     

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

     

    “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.

     

    “Interest
Rate” effective as of January 1, 2005, means the rate of interest equal to the
Federal Reserve A1/P1 Composite rate for 90 day commercial paper plus 10 basis
points, or such other specified, non-discretionary interest rate (or formula
describing such rate) established by the Committee on a prospective
basis.

     

    “Exchange
Act” means the Securities Exchange Act of 1934, as amended from time to
time.

     

    “Non-employee
Director” means a member of the Board who is not an employee of the Company or
any subsidiary thereof.

     

    “Olin
Stock Account” means the Stock Account to which phantom shares of Common Stock
are credited from time to time.

     

    “Plan”
means this Olin Corporation 1997 Stock Plan for Non-employee Directors as
amended from time to time.

     

    “Prior
Plans” means the 1994 Plan and all of the Corporation’s other directors’
compensation plans, programs, or arrangements which provided for a deferred cash
or stock account.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    “Retirement
Date” means the date the Non-employee Director (i) ceases to be a member of the
Board for any reason and (ii) effective as of January 1, 2005, has experienced a
“separation from service” as that term is used in Code Section
409A.

     

    “Spin-Off
Company” means Arch Chemicals, Inc., a Virginia corporation and any
successor.

     

    “Spin-Off
Company Common Stock” means shares of common stock of the Spin-Off Company, par
value $1.00 per share.

     

    “Spin-Off
Company Stock Account” means the Stock Account to which phantom shares of
Spin-Off Company Common Stock are credited.

     

    “Stock
Account” means an account established under the Plan for a Non-employee Director
to which shares of Common Stock and Spin-Off Company Common Stock have been or
are to be credited in the form of phantom stock, which shall include the Olin
Stock Account and the Spin-Off Company Stock Account.

     

    3. Term.  The
Plan originally became effective January 1, 1997, and was last amended and
restated effective as of December 7, 2006 and amended on January 25, 2008. The
Plan is Amended and Restated as of October 23, 2008, except as otherwise
provided for herein.  Notwithstanding the foregoing, those provisions
required for compliance with Code Section 409A shall be generally effective as
of January 1, 2005 or as otherwise specifically set forth herein.

     

    4. Administration.  Full
power and authority to construe, interpret and administer the Plan shall be
vested in the Committee.  Decisions of the Committee shall be final,
conclusive and binding upon all parties.

     

    5. Participation.  All
Non-employee Directors shall participate in the Plan.

     

    6. Grants
and Deferrals.

     

    (a) Annual
Stock Grant.  Subject to the terms and conditions of the Plan, on the
first Credit Date each year, each Non-employee Director shall be credited with a
number of shares of Common Stock with an aggregate Fair Market Value on such
Credit Date equal to $65,000, rounded to the nearest 100 shares.  To
be entitled to such credit in any calendar year, a Non-employee Director must be
serving as such on January 1 of such year; provided, however, that in the event
a person becomes a Non-employee Director subsequent to January 1 of a calendar
year, such Non-employee Director, on the Credit Date next following his or her
becoming such, shall be credited with that number of shares of Common Stock
equal to one-twelfth of the number of shares issued to each other Non-employee
Director as the Annual Stock Grant for such year, multiplied by the number of
whole calendar months remaining in such calendar year following the date he or
she becomes a Non-employee Director (rounded up to the next whole share in the
event of a fractional share).  Actual receipt of shares shall be
deferred and each eligible Non-employee Director shall receive a credit to his
or her Olin Stock Account for such shares on the date of such
credit.  A Non-employee Director may elect in accordance with Section
6(f) to defer to his or her Olin Stock Account receipt of all or any portion of
such shares after such Non-employee Director’s Retirement
Date.  Except with respect to any shares the director has so elected
to defer, certificates representing such shares shall be delivered to the
Non-employee Director (or in the event of death, to his or her beneficiary
designated pursuant to Section 6(i)) on or as soon as practicable, but no later
than thirty (30) days, following such Non-employee Director’s Retirement
Date.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (b) Annual
Retainer Stock Grant.  Subject to the terms and conditions of the
Plan, each Non-employee Director who is such on January 1 of that year shall
receive that number of shares (rounded up to the next whole share) of Common
Stock having an aggregate Fair Market Value of $25,000 on the first Credit Date
in such year.  In the event a person becomes in a calendar year a
Non-employee Director subsequent to January 1 and has not received the annual
stock retainer for such calendar year, such person, on the Credit Date next
following his or her becoming such, shall receive that number of shares of
Common Stock equal to one-twelfth of the number of shares issued to each other
Non-employee Director as the Annual Retainer Stock Grant for such year,
multiplied by the number of whole calendar months remaining in such calendar
year following the date he or she becomes a Non-employee Director (rounded up to
the next whole share in the event of a fractional share).  The annual
cash retainer payable to the Non-employee Director shall be payable on the first
Credit Date of each year, and shall be reduced by the aggregate Fair Market
Value of the shares the Non-employee Director receives or defers as the Annual
Retainer Stock Grant (excluding any rounding of fractional shares) on the date
such Fair Market Value is calculated.  A Non-employee Director may
elect to defer receipt of all or any portion of such shares in accordance with
Section 6(f).  Except with respect to any shares the director has so
elected to defer, certificates representing such shares shall be delivered to
such Non-employee Director (or in the event of death, to his or her beneficiary
designated pursuant to Section 6(i)) as soon as practicable, but no later than
thirty (30) days, following the applicable Credit Date.

     

    (c) One-time
Stock Grant.  Subject to the terms and conditions of the Plan, receipt
of all shares of Olin Stock credited under the one-time grants to certain
Non-employee Directors that the Company made as of January 15, 1997, shall be
deferred.  Such Non-employee Directors may elect in accordance with
Section 6(f) to defer receipt of all or any portion of such shares to a date or
dates following such Non-employee Director’s Retirement Date.  Except
with respect to any shares so deferred, certificates representing such shares
shall be delivered to such Non-employee Directors (or in the event of death, to
his or her beneficiary designated pursuant to Section 6(i)) on or as soon as
practicable, but no later than thirty (30) days, following his or her Retirement
Date.

     

    
      
         

      

      
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    (d) Payment
of Meeting Fees, Chairman of the Board Fees, Lead Director Fees, Committee Chair
Fees and Excess Retainer and Election to Receive Fees in Stock in Lieu of
Cash.  Cash payments of meeting fees shall be made on the first Credit
Date following the meeting date, cash payments of Committee Chair fees shall be
made on the second Credit Date of each year, and cash payments of Chairman of
the Board fees and Lead Director fees shall be made in four equal payments on
the first four Credit Dates of each year.  Except with respect to any
cash payments the director has elected to defer in accordance with Section 6(f),
such payment shall be delivered to the Non-employee Director on or as soon as
practicable, but no later than thirty (30) days, following the applicable Credit
Date.  Subject to the terms and conditions of the Plan, a Non-employee
Director may elect to receive all or a portion of the director meeting fees,
fees as Chairman of the Board, fees as Lead Director, fees as a Committee Chair
and the Excess Retainer payable in cash by the Company for his or her service as
a director for the calendar year in the form of shares of Common
Stock.  Such election shall be made in accordance with Section
6(f).  A Non-employee Director who so elects to receive all or a
portion of the Excess Retainer or other fees in the form of shares for such year
shall be paid on the Credit Date on which the cash portion of the Excess
Retainer or the other fees, as the case may be, would have been
paid.  The number of shares (rounded up to the next whole share in the
event of a fractional share) payable to a Non-employee Director who so elects to
receive the Excess Retainer or meeting fees, Board Chairman fees, Lead Director
fees or Committee Chair fees in the form of shares shall be equal to the
aggregate Fair Market Value on the relevant Credit Date.  Except with
respect to any shares the director has elected to defer in accordance with
Section 6(f), certificates representing such shares shall be delivered to the
Non-employee Director on or as soon as practicable, but no later than thirty
(30) days, following the applicable Credit Date.

     

    (e) Deferral
of Meeting Fees, Chairman of the Board Fees, Lead Director Fees, Committee Chair
Fees and Excess Retainer.  Subject to the terms and conditions of the
Plan, a Non-employee Director may elect to defer all or a portion of the shares
payable under Section 6(d) and all or a portion of the director meeting fees,
fees as Chairman of the Board, fees as Lead Director, fees as a Committee Chair
and Excess Retainer payable in cash by the Company for his or her service as a
director for the calendar year.  Such election shall be made in
accordance with Section 6(f).  A Non-employee Director who elects to
so defer shall have any deferred shares deferred in the form of shares of Common
Stock and any deferred cash fees and retainer deferred in the form of
cash.

     

    (f) Elections.

     

    (1) Deferrals.  Effective
as of January 1, 2005, all elections to defer payment of compensation under this
Plan shall:

     

    
      	
              ·  

            	
              be
      made in writing and delivered to the Secretary of the
    Company,

            


    

     

    
      	
              ·  

            	
              be
      irrevocable once the year to which the election relates
      commences,

            


    

     

    
      	
              ·  

            	
              be
      made before January 1 of the year in which the shares of Common Stock or
      director’s fees and retainer are to be earned (or, in the case of an
      individual who becomes a Non-employee Director during a calendar year,
      within 30 days of the date of his or her election as a director;
      notwithstanding the foregoing no amounts earned prior to an election shall
      be deferred by new participants),
and

            


    

     

    
      	
              ·  

            	
              specify
      the portions (in 25% increments) to be
deferred.

            


    

     

    
      
         

      

      
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    (2) Stock and
Cash Account Payments.  Effective as of January 1, 2005, Stock and
Cash Accounts shall be paid in a single lump sum payment within 30 days of the
Non-employee Director’s Retirement Date unless the Non-employee Director makes
an election as set forth below:

     

    
      	
              ·  

            	
              a
      payment election, if any, shall be made on or before the earlier
      of:

            


    

    
      	
              °  

            	
              the
      time such individual makes any deferral election under the Plan,
      or

            


    

    
      	
              °  

            	
              the
      end of the 30 day period following the date an individual first becomes a
      Non-employee Director.

            


    

    
      	
              ·  

            	
              a
      payment election may specify a payment date (month and year), provided
      such date is after the Non-employee Director’s Retirement
      Date.

            


    

     

    
      	
              ·  

            	
              a
      payment election may specify the method of payment (lump sum or annual
      installments (up to 10)).

            


    

     

    


     

    Notwithstanding
any election, Plan payments will be made (or annual installments will begin)
upon a Non-employee Director’s death.  All payments shall be made (or
each annual installment shall be paid) within 30 days of the prescribed payment
date, and any payment election shall be irrevocable except as permitted in
Section 6(f)(4) below.

     

    (3) Dividends
and Interest on Stock and Cash Accounts.  Dividends and interest on
Stock and Cash Accounts shall be paid as provided in Section 6(f)(8) unless the
Non-employee Director makes an election to have such amounts deferred and
credited back to the appropriate account (and shall be payable in accordance
with Sections 6(f)(2) and (4) herein), provided that such election is made
within the time prescribed by Section 6(f)(1) above.

     

    (4) Change in
Payment Election.  Any change with respect to a Non-employee
Director’s payment election under the Plan will not be effective for one year,
must be made at least one (1) year in advance of the first date payment is
scheduled and must further defer all payments by at least five (5) years from
the prior scheduled payment date.  Notwithstanding the foregoing, for
the transition period beginning January 1, 2005 and ending December 31, 2008,
any Non-employee Director may make a payment election in accordance with Code
Section 409A (and applicable IRS transition relief), in the time and manner
prescribed by the Committee and subject to the following
provisions.  As of December 31, 2008, any then effective transition
payment elections shall be irrevocable for the duration of a Non-employee
Director’s participation in the Plan except as set forth in the first sentence
of this Section 6(f)(4).  No election made in 2008 under this
transition relief will apply to amounts that would otherwise be payable in 2008,
nor may such election cause an amount to be paid in 2008 that would not
otherwise be payable in 2008.  No election under this transition
relief may be made retroactively, when Plan payments are imminent, or after a
Non-employee Director has left the Board.

     

    (5) Olin
Stock Account.  On the Credit Date (or in the case of a proration, on
the first day of the appropriate calendar month), a Non-employee Director who
has elected to defer shares under Sections 6(b) or 6(e) shall receive a credit
to his or her Olin Stock Account.  The amount of such credit shall be
the number of shares so deferred (rounded to the next whole share in the event
of a fractional share).  A Non-employee Director may elect to defer
the cash dividends paid on his or her Stock Account in accordance with Section
6(f)(3).

     

    
      
         

      

      
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    (6) Cash
Account.  On the Credit Date or in the case of the Excess Retainer, on
the day on which the Non-employee Director is entitled to receive such Excess
Retainer, a Non-employee Director who has elected to defer cash fees and/or the
Excess Retainer under Section 6(e) in the form of cash shall receive a credit to
his or her Cash Account.  The amount of the credit shall be the dollar
amount of such Director’s meeting fees, Board Chairman fees, Lead Director fees
or Committee Chair fees earned during the immediately preceding quarterly period
or the amount of the Excess Retainer to be paid for the calendar year, as the
case may be, and in each case, specified for deferral in cash.  A
Non-employee Director may elect to defer interest paid on his or her Cash
Account in accordance with Section 6(f)(3).

     

    (7) Installment
Payments.  Installment payments from an Account shall be equal to the
Account balance (expressed in shares in the case of the Stock Account, otherwise
the cash value of the Account) at the time of the installment payment times a
fraction, the numerator of which is one and the denominator of which is the
number of installments not yet paid.  Fractional shares to be paid in
any installment shall be rounded up to the next whole share.  In the
event of an election under Section 6(d) for director meeting fees, Board
Chairman fees, Lead Director fees, Committee Chair fees or Excess Retainer to be
paid in shares of Common Stock, the election shall specify the portion (in 25%
increments) to be so paid.

     

    (8) Dividends
and Interest.  Each time a cash dividend is paid on Common Stock or
Spin-Off Company Common Stock, a Non-employee Director who has shares of such
stock credited to his or her Stock Account shall be paid on the dividend payment
date such cash dividend in an amount equal to the product of the number of
shares credited to the Non-employee Director’s Olin Stock Account or Spin-Off
Company Stock Account, as the case may be, on the record date for such dividend
times the dividend paid per applicable share unless the director has elected to
defer such dividend to his or her applicable Stock Account as provided
herein.  If the Non-employee Director has elected to defer such
dividend, he or she shall receive a credit for such dividends on the dividend
payment date to his or her Olin Stock Account or Spin-Off Company Stock Account,
as the case may be.  The amount of the dividend credit shall be the
number of shares (rounded to the nearest one-thousandth of a share) determined
by multiplying the dividend amount per share by the number of shares credited to
such director’s applicable Stock Account as of the record date for the dividend
and dividing the product by the Fair Market Value per share of Common Stock or
Spin-Off Company Common Stock, as the case may be, on the dividend payment
date.  A Non-employee Director who has a Cash Account shall be paid
interest directly on such account’s balance at the end of each calendar quarter,
payable at a rate equal to the Interest Rate in effect for such quarter unless
such Non-employee Director has elected to defer such interest to his or her Cash
Account, in which case such interest shall be credited to such Cash Account at
the end of each calendar quarter.  All amounts paid pursuant to this
subsection (8) shall be paid on or as soon as practicable, but no later than
thirty (30) days, following the applicable payment date (i.e., the applicable
dividend payment date or end date of the fiscal quarter).

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (9) Payouts.  Cash
Accounts and the Spin-Off Company Stock Account will be paid out in cash and
Olin Stock Accounts shall be paid out in shares of Common Stock unless the
Non-employee Director elects at the time the payment is due to take the Olin
Stock Account in cash.

     

    (g) No Stock
Rights.  Except as expressly provided herein, the deferral of shares
of Common Stock or Spin-Off Company Common Stock into a Stock Account shall
confer no rights upon such Non-employee Director, as a shareholder of the
Company or of the Spin-Off Company or otherwise, with respect to the shares held
in such Stock Account, but shall confer only the right to receive such shares
credited as and when provided herein.

     

    (h) Change in
Control.  Notwithstanding anything to the contrary in this Plan or any
election, in the event a Change in Control occurs, amounts and shares credited
to Cash Accounts (including interest accrued to the date of payout) and Stock
Accounts shall be promptly (but no later than thirty (30) days following the
Change in Control) distributed to Non-employee Directors except the Olin Stock
Account shall be paid out in cash and not in the form of shares of Common
Stock.  For this purpose, the cash value of the amount in the Stock
Account shall be determined by multiplying the number of shares held in the Olin
Stock Account or the Spin-Off Company Stock Account by the higher of (i) the
highest Fair Market Value of Common Stock or Spin-Off Company Common Stock, as
appropriate, on any date within the period commencing thirty (30) days prior to
such Change in Control and ending on the date of the Change in Control, or (ii)
if the Change in Control occurs as a result of a tender or exchange offer or
consummation of a corporate transaction, then the highest price paid per share
of Common Stock or Spin-Off Company Common Stock, as appropriate, pursuant
thereto.

     

    (i) Beneficiaries.  A
Non-employee Director may designate at any time and from time to time a
beneficiary for his or her Stock and Cash Accounts in the event his or her Stock
or Cash Account may be paid out following his or her death.  Such
designation shall be in writing and must be received by the Company prior to the
death to be effective.

     

    (j) Prior
Plan Accounts.  Any transfers made to a Cash Account or a Stock
Account from Prior Plans shall be maintained and administered pursuant to the
terms and conditions of this Plan; provided that prior annual 100- or 204-share
grant deferrals shall be treated as deferrals of 204-share grants under this
Plan, the $25,000 annual share grant under the 1994 Plan shall be treated as
deferrals under Paragraph 6(b) hereof and deferrals of meeting fees under all
Prior Plans and of the Excess Retainer under the 1994 Plan shall be treated as
deferrals under Paragraph 6(d) hereof.  Prior elections and
beneficiary designations under the 1994 Plan and this Plan shall govern this
Plan unless changed subsequent to October 2, 1997.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    (k) Stock
Account Transfers.  A Non-employee Director may elect from time to
time to transfer all or a portion (in 25% increments) of his or her Spin-Off
Company Stock Account to his or her Olin Stock Account.  The amount of
phantom shares of Common Stock to be credited to a Non-employee Director’s Olin
Stock Account shall be equal to the number of shares of Common Stock that could
be purchased if the number of phantom shares of Spin-Off Company Common Stock in
his or her Spin-Off Company Stock Account being transferred were sold and the
proceeds reinvested in Common Stock based on the Fair Market Value of
each.  Except as provided in Section 6(f)(8) with respect to dividends
or in Section 8, no additional contributions or additions may be made to a
Non-employee Director’s Spin-Off Company Stock Account after the Distribution
Date.

     

    7. Limitations
and Conditions.

     

    (a) Total
Number of Shares.  The total number of shares of Common Stock that may
be issued to Non-employee Directors under the Plan is 550,000, which may be
increased or decreased by the events set forth in Section 8.  Such
total number of shares may consist, in whole or in part, of authorized but
unissued shares.  If any shares granted under this Plan are not
delivered to a Non-employee Director or a beneficiary because the payout of the
grant is settled in cash, 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.  No fractional shares shall be issued
hereunder.  In the event a Non-employee Director is entitled to a
fractional share, such share amount shall be rounded upward to the next whole
share amount.

     

    (b) No
Additional Rights.  Nothing contained herein shall be deemed to create
a right in any Non-employee Director to remain a member of the Board, to be
nominated for reelection or to be reelected as such or, after ceasing to be such
a member, to receive any cash or shares of Common Stock under the Plan which are
not already credited to his or her accounts.

     

    8. Stock
Adjustments.  In the event of any merger, consolidation, stock or
other non-cash dividend, extraordinary cash dividend, split-up, spin-off,
combination or exchange of shares or recapitalization or change in
capitalization, or any other similar corporate event, the Committee may make
such adjustments in (i) the aggregate number of shares of Common Stock that may
be issued under the Plan as set forth in Section 7(a) and the number of shares
that may be issued to a Non-employee Director with respect to any year as set
forth in Section 6(a) and the number of shares of Olin Common Stock or Spin-Off
Company Common Stock, as the case may be, held in a Stock Account, (ii) the
class of shares that may be issued under the Plan and (iii) the amount and type
of payment that may be made in respect of unpaid dividends on shares of Spin-Off
Company Common Stock or Common Stock whose receipt has been deferred pursuant to
Section 6(f), as the Committee shall deem appropriate in the
circumstances.  The determination by the Committee as to the terms of
any of the foregoing adjustments shall be final, conclusive and binding for all
purposes of the Plan.

     

    9. Amendment
and Termination.  This Plan may be amended, suspended or terminated by
action of the Board, except to the extent that amendments are required to be
approved by the Company’s shareholders under applicable law or the rules of the
New York Stock Exchange or any other exchange or market system on which the
Common Stock is listed or traded.  No termination of the Plan shall
adversely affect the rights of any Non-employee Director with respect to any
amounts otherwise payable or credited to his or her Cash Account or Stock
Account.

     

    
      
         

      

      
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    10. Nonassignability.  No
right to receive any payments under the Plan or any amounts credited to a
Non-employee Director’s Cash or Stock Account shall be assignable or
transferable by such Non-employee Director other than by will or the laws of
descent and distribution or pursuant to a domestic relations
order.  The designation of a beneficiary under Section 6(i) by a
Non-employee Director does not constitute a transfer.

     

    11. Unsecured
Obligation.  Benefits payable under this Plan shall be an unsecured
obligation of the Company.

     

    12. Rule
16b-3 Compliance.  It is the intention of the Company that all
transactions under the Plan be exempt from liability imposed by Section 16(b) of
the Exchange Act.  Therefore, if any transaction under the Plan is
found not to be in compliance with an exemption from such Section 16(b), the
provision of the Plan governing such transaction shall be deemed amended so that
the transaction does so comply and is so exempt, 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 requirements of an
exemption.  Scheduled Plan payments will be delayed where the
Committee reasonably anticipates that the making of the payment will violate
Federal securities laws or other applicable law; provided that such payment
shall be made at the earliest date at which the Committee reasonably anticipates
that the making of the payment will not cause such violation.

     

    13. Code
Section 409A Compliance.  To the extent any provision of the Plan or
action by the Board or Committee would subject any Non-employee Director 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 will comply with Code 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 compliance with
Code Section 409A.  If, regardless of the foregoing, any Non-employee
Director is liable for interest or additional taxes under Code Section 409A with
respect to his or her Account (or a portion thereof), such Account (or
applicable portion thereof) shall be paid at such time.  The preceding
shall not be construed as a guarantee of any particular tax effect for any
benefits or amounts deferred or paid out under the Plan.

     


    
      
         


      

      
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