restrstkdesc200020032006.htm


                                          Exhibit 10(p)

    


    DESCRIPTION
OF

    RESTRICTED
STOCK UNIT AWARD

    GRANTED
UNDER THE

    OLIN
CORPORATION __________ LONG TERM INCENTIVE PLAN

    


    


    
      	
              1.  

            	
              Terms

            


    

    


    The terms
and conditions of these Restricted Stock Units are contained in the Award
Certificate evidencing the grant of such Award, this Award Description and in
the Olin Corporation _______ Long Term Incentive Plan (the “Plan”).

    


    
      	
              2.  

            	
              Definitions

            


    

    


    “Vesting
Date” means with respect to a Restricted Stock Unit, the date on which you
become entitled to receive the shares underlying the Restricted Stock Unit, as
set forth in your Award Certificate.

    


    Other
capitalized terms used but not defined herein have the meanings specified in the
Plan.

    


    
      	
              3.  

            	
              Vesting
      and Payment

            


    

    


    
      	
              (a)  

            	
              Except
      as otherwise provided in the Plan or in this Award Description, your
      interest in the Restricted Stock Units awarded to you will vest only at
      the close of business on the Vesting Date for such Restricted Stock Units,
      if you are employed by Olin from the grant date through the Vesting
      Date.  Each Restricted Stock Unit not vested shall be
      forfeited.

            


    

    


    
      	
              (b)  

            	
              Each
      vested Restricted Stock Unit shall be payable by delivery of one share of
      Olin Common Stock (subject to adjustment as provided in the Plan), except
      as otherwise provided in the Plan.

            


    

    


    
      	
              (c)  

            	
              Each
      outstanding Restricted Stock Unit shall accrue Dividend Equivalents
      (amounts equivalent to the cash dividends payable in cash), deferred in
      the form of cash.  Such Dividend Equivalents shall be paid only
      when and if the Restricted Stock Unit on which such Dividend Equivalents
      were accrued vests.  Dividend Equivalents will accrue interest
      at an annual rate equal to Olin’s before tax cost of borrowing as
      determined from time to time by the Chief Financial Officer, the Treasurer
      or the Controller of the Company (or in the event there is no such
      borrowing, the Federal Reserve A1/P1 Composite rate for 90 day
      commercial paper plus 10 basis points, as determined by any such officer)
      or such other rate as determined from time to time by the Board or the
      Committee, compounded quarterly, from the date accrued to the earlier of
      the date paid or forfeiture.  To the extent a Restricted Stock
      Unit does not vest or is otherwise forfeited, any accrued and unpaid
      Dividend Equivalents (and any interest on such Dividend Equivalents) shall
      be forfeited.

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
              (d)  

            	
              Except
      as otherwise specifically provided in the Plan, the total number of
      Restricted Stock Units (and Dividend Equivalents and related interest)
      that vest as of the Vesting Date shall be paid on or as soon as
      administratively feasible after such Vesting Date, but no later than March
      15th of the calendar year following the calendar year of the Vesting
      Date.

            


    

    


    
      	
              (e)  

            	
              Restricted
      Stock Units shall carry no voting rights nor, except as specifically
      provided herein, be entitled to receive any dividends or other rights
      enjoyed by shareholders.

            


    

    


    
      	
              4.  

            	
              Termination
      of Employment

            


    

    


    
      	
              (a)  

            	
              Any
      Restricted Stock Units not yet vested shall be forfeited if your
      employment terminates either for cause or without Olin’s written
      consent.  If your employment should terminate before the
      applicable Vesting Date without cause and with Olin’s written consent or
      by virtue of your death or total disability or retirement under an Olin
      benefit plan, the Committee shall determine, in its sole discretion, which
      outstanding Restricted Stock Units not yet vested (including Dividend
      Equivalents and related interest), if any, shall not be forfeited provided
      that if you are not a Section 16 officer or director of Olin when your
      employment terminates, the Chief Executive Officer of Olin shall be
      authorized to make such
determination.

            


    

    


    
      	
              (b)  

            	
              With
      respect to any non-forfeited Restricted Stock Units (and Dividend
      Equivalents and related interest) of a terminated Participant relating to
      incomplete Vesting Period, you will receive shares in payment of such
      Restricted Stock Units (and related Dividend Equivalents and interest, if
      any) on or as soon as administratively feasible after your termination,
      but no later than March 15th of the calendar year following the calendar
      year of your termination, subject to the provisions of the
      Plan.

            


    

    


    
      	
              5.  

            	
              Tax
      Withholding

            


    

    


    Olin will
withhold from the payout of the Restricted Stock Units (and related Dividend
Equivalents) the amount necessary to satisfy your federal, state and local
withholding tax requirements.

    


    
      	
              6.  

            	
              Miscellaneous

            


    

    


    By
accepting the Award of Restricted Stock Units, you agree that such Award is
special compensation, and that any amount paid will not affect

    


    
      	
              (a)  

            	
              The
      amount of any pension under any pension or retirement plan in which you
      participate as an employee of Olin,

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              (b)  

            	
              The
      amount of coverage under any group life insurance plan in which you
      participate as an employee of Olin,
or

            


    

    


    
      	
              (c)  

            	
              The
      benefits under any other benefit plan or any kind heretofore or hereafter
      in effect, under which the availability or amount of benefits is related
      to compensation.

            


    

    


    
      	
              (d)  

            	
              To
      the extent any provision of this Award Description 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
      this Award will be exempt from Code Section 409A (or to the extent
      applicable, comply with Code Section 409A), and this Award Description
      shall be interpreted and construed on a basis consistent with such
      intent.  This Award Description may be amended in any respect
      deemed necessary (including retroactively) by the Committee in order to
      preserve exemption (or, if applicable, compliance) with Code Section
      409A.

            


    

    


    
      	
              (e)  

            	
              This
      provision under Section 6(e) shall apply if any right you may have
      pursuant to this Award is considered deferred compensation under Code
      Section 409A.

            


    

    


    
      	
              (i)  

            	
              Notwithstanding
      Section 3(d), the payment made under Section 3(d) shall be paid no later
      than 60 days after the Vesting
Date.

            


    

    


    
      	
              (ii)  

            	
              Notwithstanding
      Section 4(b), and subject to paragraph (iii) below, the payment made under
      Section 4(b) shall be paid no later than 60 days after your
      termination.

            


    

    


    
      	
              (iii)  

            	
              If
      you are a Specified Employee (as defined and determined under Code Section
      409A) at the time you become entitled to payment under Section 4(b), then
      no payment which is payable upon your termination of employment as
      determined under Code Section 409A and not subject to an exception or
      exemption thereunder, shall be paid to you until the date that is six (6)
      months after your termination.  Any such payment that would
      otherwise have been paid to you during this six-month period shall instead
      be paid to you on or as soon as administratively feasible following the
      date that is six (6) months after your termination, but no later than 60
      days after such date.  Until payment, you will continue to
      accrue Dividend Equivalents (and related interest) on the Restricted Stock
      Units as provided in Section 3(c).

            


    

    


    
      	
              (iv)  

            	
              A
      “termination of employment”, “termination”, or “retirement” (or other
      similar term having a similar import) under this Award shall have the same
      meaning as a “separation from service” as defined in Code Section
      409A.

            


    


    
      
         


      

      
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