UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                              Filed by a Party other than the Registrant  ¨

Check the appropriate box:

OLIN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

Reg. Section 240.14a-101.

SEC 1913 (3-99)

190 CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105

March 11, 2014

Dear Olin Shareholder:

We cordially invite you to attend our 2014 annual meeting of shareholders on April 24, 2014.

This booklet includes the notice and proxy statement, which describes the business we will conduct at the meeting and provides information about Olin that you should consider when you vote your shares. We have not planned a communications segment or any presentations for the 2014 annual meeting.

Whether or not you plan to attend, it is important that your shares are represented and voted at the annual meeting. If you do not plan to attend the annual meeting, you may vote your shares on the Internet, by telephone or by completing and returning the proxy card in the enclosed envelope. If you plan to attend the annual meeting, you will need to bring the upper half of your proxy card to use as your admission ticket for the meeting.

At last year’s annual meeting more than 90% of our shares were represented in person or by proxy. We hope for the same high level of representation at this year’s meeting and we urge you to vote as soon as possible.

OLIN CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notes:

Reg. Section 240.14a-101.

SEC 1913 (3-99)

190 CARONDELET PLAZA, SUITE 1530, CLAYTON, MISSOURI 63105

March 11, 2015

Dear Olin Shareholder:

We cordially invite you to attend our 2015 annual meeting of shareholders on April 23, 2015.

This booklet includes the notice and proxy statement, which describes the business we will conduct at the meeting and provides information about Olin that you should consider when you vote your shares. We have not planned a communications segment or any presentations for the 2015 annual meeting.

Whether or not you plan to attend, it is important that your shares are represented and voted at the annual meeting. If you do not plan to attend the annual meeting, you may vote your shares on the Internet, by telephone or by completing and returning the proxy card in the enclosed envelope. If you plan to attend the annual meeting, you will need to bring the upper half of your proxy card to use as your admission ticket for the meeting.

At last year’s annual meeting more than 90% of our shares were represented in person or by proxy. We hope for the same high level of representation at this year’s meeting and we urge you to vote as soon as possible.

OLIN CORPORATION

Notice of Annual Meeting of Shareholders

Clayton, Missouri

March 11, 20142015

OLIN CORPORATION

PROXY STATEMENT

TABLE OF CONTENTS

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OLIN CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To be Held April 24, 201423, 2015

GENERAL QUESTIONS

Why did I receive this proxy statement?

You received this proxy statement because you owned shares of Olin common stock, par value $1 per share, which we sometimes refer to as common stock, at the close of business on February 25, 2014.27, 2015. Olin’s board of directors is asking you to vote at the 20142015 annual meeting FOR each of the director nominees identified in Item 1 and FOR Items 2, 3 and 4 and AGAINST Item 5 listed in the notice of the annual meeting of shareholders. This proxy statement describes the matters on which we would like you to vote and provides information so that you can make an informed decision.

When was this proxy material mailed to shareholders?

We began to mail the proxy statement and form of proxy to shareholders on or about March 11, 2014.2015.

What if I have questions?

If you have questions, please write them down and send them to the Secretary at Olin’s principal executive office at 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105.

What will I be voting on?

You will be voting on:

The proposal to ratify the appointment of KPMG as Olin’s independent registered public accounting firm for 20142015 is considered a discretionary item for which a broker will have discretionary voting power if you do not give instructions with respect to this proposal. The proposals to elect directors, to approve the 2014 Long TermAmended and Restated Olin Senior Management Incentive Compensation Plan, including approval of the performance measures under Section 162(m) of the Internal Revenue Code and to conduct an advisory vote to approve the compensation for named executive officers and the shareholder proposal are non-routine matters for which a broker will not have discretionary voting power and for which specific instructions from beneficial owners are required. As a result, a broker will not be allowed to vote on these fourthree matters

on behalf of its beneficial owner customers if the customers do not return specific voting instructions. If you are a shareholder that holds shares through a broker, please provide specific voting instructions to your broker.

Could other matters be voted on at the annual meeting?

As of March 11, 2014,2015, the items listed in the preceding question are the only matters being considered. If any other matters are properly presented for action, the persons named in the accompanying form of proxy will vote the proxy in accordance with their good faith business judgment and opinion as to what is in the best interests of Olin.

How does the board recommend I vote on the proposals?

Our board recommends a vote FOR each of the director nominees identified in Item 1 and FOR Items 2, 3 and 44.

What do I need to do to attend the 2015 annual meeting in person?

Each attendee must bring a valid, government-issued photo ID, such as a driver’s license or passport, as well as other verification of Olin common stock ownership. For a shareholder of record or participant in the Olin Corporation Contributing Employee Ownership Plan (the CEOP), please bring your proxy card. If you are a beneficial owner of Olin common stock, but do not hold your shares in your own name (i.e., your shares are held in street name), please bring the notice or voting instruction form you received from your bank, broker or other nominee. You may also bring your bank or brokerage account statement reflecting your ownership of Olin common stock as of February 27, 2015, the record date.

Please note that cameras, sound or video recording equipment, cellular telephones, smartphones and AGAINST Item 5.other similar devices, as well as purses, briefcases, backpacks and packages, will not be allowed in the meeting room. No one will be admitted to the meeting once it begins.

How can I obtain directions to be able to attend the annual meeting and vote in person?

You may obtain directions to the Plaza in Clayton Office Tower in Clayton, MO by contacting the Plaza in Clayton Office Tower at 314-290-5039 or by accessing theirits website athttp://www.theplazainclaytonoffice.com/Directions.axis.

VOTING

Who can vote?

All shareholders of record at the close of business on February 25, 201427, 2015 are entitled to vote at the annual meeting.

How many votes can be cast by all shareholders?

At the close of business on February 25, 2014,27, 2015, the record date for voting, we had outstanding 79,169,85877,410,969 shares of common stock. Each shareholder on the record date may cast one vote for each full share owned. The presence in person or by proxy of the holders of a majority of such outstanding shares constitutes a quorum. If a share is present for any purpose at the meeting, it is deemed to be present for the transaction of all business. Abstentions and shares held in street name that are voted on any matter will be included in determining the number of votes present. Shares held in street name that are not voted on any matter at the meeting will not be included in determining whether a quorum is present.

How do I vote?

You may vote either in person at the annual meeting or by proxy. To vote by proxy, you must select one of the following options:

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Have the proxy card in hand.

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If you vote in a timely manner by the Internet or telephone, you donot have to return the proxy card for your vote to count. The Internet and telephone voting procedures appear in the upper right of the enclosed proxy card. You may also log on to change your vote or to confirm that your vote has been properly recorded.

If you want to vote in person at the annual meeting, and you own your common stock through a custodian, broker or other agent, you must obtain a proxy from that party in their capacity as owner of record for your shares and bring the proxy to the annual meeting.

Where can I access an electronic copy of the Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2013?2014?

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 24, 201423, 2015

You may access an electronic, searchable copy of the Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 20132014 athttp://olin.mobular.net/olin/oln.

How are votes counted?

If you specifically mark the proxy card (or vote by telephoneInternet or Internet)telephone) and indicate how you want your vote to be cast regarding any matter, your directions will be followed. If you sign and submit the proxy card but do not specifically mark it with your instructions as to how you want to vote, the proxy will be voted FOR the election of the directors named in this proxy statement in Item 1 and FOR Items 2, 3 and 4 and AGAINST Item 5 in the proxy statement.

Wells Fargo Shareowner Services tabulates the shareholder votes and provides an independent inspector of election as part of its services as our registrar and transfer agent. If you submit a proxy

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card marked “abstain” on any item, your shares will not (other than Item 2—2—Approval of the 2014 Long TermAmended and Restated Olin Senior Management Incentive Compensation Plan) be voted on the item so marked and your vote will not be included in determining the number of votes cast on that matter. Shares held in street name that are not voted in the election of directors or on Items 2, 3 or 4 and 5 will not be included in determining the number of votes cast on those matters.

Can I change my vote?

Yes. Whether you vote by Internet or telephone or submit a proxy card with your voting instructions, you may revoke or change your vote by:

When are the votes due?

Proxies submitted by shareholders by Internet or by telephone will be counted in the vote only if they arereceived by 11:59 p.m. Central Daylight Time on April 23, 2014.22, 2015. Shares represented by proxies on the enclosed proxy card will be counted in the vote only if wereceive your proxy card by 11:59 p.m. Central Daylight Time on April 23, 2014.22, 2015. Proxies submitted by CEOP participants will be counted in the vote only if they arereceived by 11:59 p.m. Central Daylight Time on April 22, 2014.20, 2015.

How do I vote my shares held in the Olin Contributing Employee Ownership Plan?

On February 25, 2014,27, 2015, the CEOP held 2,957,9092,709,379 shares of our common stock. INGVoya National Trust serves as the Trustee of the CEOP. If you are a participant in the CEOP, you may instruct the CEOP Trustee on how to vote shares of common stock credited to you on the items of business listed on the proxy card by voting on the Internet or telephone or by indicating your instructions on your proxy card and returning it to us. The Trustee will vote shares of common stock held in the CEOP for which they donot receive voting instructions in the same manner proportionately as they vote the shares of common stock for which theydo receive instructions.

How do I vote my shares held in the Automatic Dividend Reinvestment Plan?

Wells Fargo Shareowner Services is our registrar and transfer agent and administers the Automatic Dividend Reinvestment Plan. If you participate in our Automatic Dividend Reinvestment Plan, Wells Fargo Shareowner Services will vote any shares of common stock that it holds for you in accordance with your instructions indicated on the proxy card you return or the vote you make by Internet or telephone. If you do not submit a proxy card for your shares of record or vote by Internet or telephone, Wells Fargo Shareowner Services will not vote your dividend reinvestment shares.

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MISCELLANEOUS

Can I contact board members directly?

Our audit committee has established the following methods for shareholders or other interested parties to communicate directly with the board and/or its members.

The Olin Board or (Name of the director)

c/o Office of the Secretary

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, MO 63105

Who pays for this proxy solicitation?

Olin will pay the entire expense of this proxy solicitation.

Who solicits the proxies and what is the cost of this proxy solicitation?

Our board is soliciting the proxies. We have hired The Proxy Advisory Group, LLC (Proxy Advisory Group), a proxy solicitation firm, to assist us with the distribution of proxy materials and vote solicitation. We will pay Proxy Advisory Group approximately $10,000$12,500 for its services and will reimburse Proxy Advisory Group for payments made to brokers and other nominees for their expenses in forwarding proxy solicitation materials.

How will the proxies be solicited?

Proxy Advisory Group will solicit proxies by personal interview, mail and telephone, and will request brokerage houses and other custodians, brokers and other agents to forward proxy solicitation materials to the beneficial owners of Olin common stock for whom they hold shares. Our directors, officers and employees may also solicit proxies by personal interview and telephone.

How can I submit a shareholder proposal at the 20152016 annual meeting?

If you want to present a proposal to be considered for inclusion in the proxy statement for the 20152016 annual meeting, you must deliver the proposal in writing (and include the information required by Olin’s Bylaws) to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 no later than November 12, 2014.2015. You must then present your proposal in person at the 20152016 annual meeting.

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If you want to present a proposal for consideration at the 20152016 annual meeting without including your proposal in the proxy statement, you must deliver a written notice (containing the information required by Olin’s Bylaws) to the Secretary at Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105 no later than January 23, 2015.29, 2016. You must also present your proposal in person at the 20152016 annual meeting.

How can I directly nominate a director for election to the board at the 20152016 annual meeting?

According to Olin’s Bylaws, if you are a shareholder you may directly nominate an individual for election to the board if you deliver a written notice of the nomination to Olin’s Secretary no later than January 23, 2015.29, 2016. Your notice must include:

Although a shareholder may directly nominate an individual for election as a director, the board is not required to include such nominee in the proxy statement.

How can I recommend a director for the slate of candidates to be nominated by Olin’s board for election at the 20152016 annual meeting?

In addition to directly nominating an individual for election to the board as discussed above, you can suggest that our directors and corporate governance committee consider a person for inclusion in the slate of candidates to be proposed by the board for election at the 20152016 annual meeting. You can recommend a person by delivering written notice to Olin’s board no later than October 13, 2014.2015. The notice must include the information described under the heading “What isIs Olin’s director nomination process?Director Nomination Process?” on page 17, and must be sent to the address indicated under that heading. As noted above, the board is not required to include such nominee in the proxy statement.

How can I obtain shareholder information?

Shareholders may contact Wells Fargo Shareowner Services, our registrar and transfer agent, who also manages our Automatic Dividend Reinvestment Plan at:

Wells Fargo Shareowner Services

PO Box 64874

St. Paul, MN 55164-0854

Telephone: (800) 468-9716

Internet:www.shareowneronline.com, click on “contact us”

Shareholders can sign up for online account access through Wells Fargo Shareowner Services for fast, easy and secure access 24 hours a day, 7 days a week for future proxy materials, investment plan statements, tax documents and more. To sign up log on towww.shareowneronline.com where step-by-step instructions will prompt you through enrollment or you may call (800) 468-9716 for customer service.

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CERTAIN BENEFICIAL OWNERS

Except as listed below, to our knowledge, no person beneficially owned more than five percent of our common stock as of February 25, 2014.27, 2015.

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ITEM 1—PROPOSAL FOR THE ELECTION OF DIRECTORS

Who are the individuals nominated by the board to serve as directors?

The board of directors is divided into three classes. Each class has a term of office for three years, and the term of each class ends in a different year. The board has nominated Messrs. Benoist, RompalaBogus, Schulz and RuppSmith as Class IIIII directors with terms expiring in 2017.2018. The board expects that all of the nominees will be able to serve as directors. If any nominee is unable to accept election, a proxy voting in favor of such nominee will be voted for the election of a substitute nominee selected by the board, unless the board reduces the number of directors.

Virginia law and Olin’s Bylaws require that any director elected by the board of directors (rather than the shareholders) shall serve only until the earlier of the next election of directors by the shareholders and until his or her successor is elected or until his or her earlier death, resignation or removal.

The board of directors recommends a vote FOR the election of Messrs. Benoist, RompalaBogus, Schulz and RuppSmith as Class IIIII directors.

How many votes are required to elect a director?

A nominee will be elected as a director if a majority of the votes cast in the election is in favor of the nominee. Abstentions and shares held in street name that are not voted in the election of directors will not be included in determining the number of votes cast and will not affect the outcome of the vote in the election of directors. Signed proxies will be voted FOR each nominee unless otherwise specified.directors

Business Experience of Nominees and Continuing Directors

Set forth on the next page is a descriptionfollowing pages are descriptions of the business experience of each director nominee and each continuing director, including a discussion of the specific experience, qualifications, attributes and skills that led our board to conclude that those individuals should serve as our directors.

CLASS III

8NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 2018

The terms of the following directors will continue after the 2015 annual meeting, as indicated below.

CLASS I

DIRECTORS WHOSE TERMS CONTINUE UNTIL 2016

		JOHN M. B. O’CONNOR, 60, is Chairman and Chief Executive Officer of J.H. Whitney Investment Management, LLC (a company which specializes in financing sustainable and resilient energy technologies and projects), a position he has held since 2011. From January 2009 through March 2011, he served as Chief Executive Officer of Tactronics Holdings, LLC (a Whitney Capital Partners portfolio holding company that provided tactical integrated electronic systems to U.S. and foreign military customers as well as the composite armor solutions for military vehicles through its Armostruxx division). Previously, Mr. O’Connor was Chairman of JP Morgan Alternative Asset Management, Inc. (part of the investment manager arm of JP Morgan) and an Executive Partner of JP Morgan Partners (a private equity firm). He was also a member of the Risk Management Committee of JP Morgan Chase, which was responsible for policy formulation and oversight of all market and credit risk taking activities globally. Mr. O’Connor earned a bachelor’s degree in economics from Tulane University and a master’s in business administration degree from Columbia University Graduate School of Business. Mr. O’Connor is a member of the board of directors at Integrico, Inc. (a privately held specialized composite products manufacturer). He also serves on the advisory board of Cornell University College of Veterinary Medicine, Game Conservancy USA and Grayson-Jockey Club Research Foundation. He is also on the advisory committees of Global Guardian and New York Green Bank. He is also chairman of the American Friends of the Clock Tower Fund and treasurer of the UK Game Conservancy and Wildlife Trust. Mr. O’Connor serves as a special consultant in a pro-bono capacity for the U.S. Department of Defense and is an appointed special consultant to the Department of Defense Business Board. Mr. O’Connor has been appointed to be the Civic Aide to the Secretary of the Army (CASA) for New York (South). He is a member of the Air Force Chief of Staff Civic Leaders Board. Olin director since January 2006; member of the Audit Committee and the Directors and Corporate Governance Committee. Mr. O’Connor’s hedge fund and investment banking experience allow him to contribute broad financial and global expertise.

CLASS IIIII

NOMINEES FOR THREE-YEAR TERMS EXPIRING IN 20172018

The terms of the following directors will continue after the 20142015 annual meeting, as indicated below.

		GRAY G. BENOIST, 61, served as Senior Vice President, Finance, Chief Financial Officer and Chief Accounting Officer of Belden, Inc. (a designer, manufacturer and marketer of signal transmission solutions, including cable, connectivity and active components for mission-critical applications in markets ranging from industrial automation to data centers, broadcast studios, and aerospace) until January 1, 2012 and as an Officer on Special Assignment until his retirement on March 15, 2012. From August 2006 until January 1, 2012 he served as Senior Vice President, Finance and Chief Financial Officer of Belden and from November 2009 until January 2012 he also served as Chief Accounting Officer. Prior to that, Mr. Benoist was Senior Vice President, Director of Finance of the Networks Segment of Motorola Inc. (a business unit responsible for the global design, manufacturing, and distribution of wireless and wired telecom system solutions). During more than 25 years with Motorola, Mr. Benoist served in senior financial and general management roles across Motorola’s portfolio of businesses, including the Personal Communications Sector, Integrated and Electronic Systems Sector, Multimedia Group, Wireless Data Group, and Cellular Infrastructure Group. He has a bachelor’s degree in Finance & Accounting from Southern Illinois University and a master’s in business administration degree from the University of Chicago. Mr. Benoist serves on the board of directors of Exceptional Minds (a not-for-profit organization established to educate and prepare young adults on the autistic spectrum for employment in the graphic arts industry). He is also a principal of MindSpark, Inc. (a registered benefit corporation in California delivering software testing services through the employment of young adults with autism spectrum disorder). Olin director since February 2009; member of the Audit Committee and the Directors and Corporate Governance Committee. Mr. Benoist’s chief financial officer experience provides him with valuable financial and accounting expertise.
		RICHARD M. ROMPALA, 67, retired in July 2005 from his position as Chairman of The Valspar Corporation (a manufacturer and distributor of paints and coatings). Mr. Rompala served as Chairman of Valspar from 1998 until July 2005, Chief Executive Officer from 1995 through February 2005 and President from 1994 through 2001. Prior to 1994, Mr. Rompala served as Group Vice President-Coatings and Resins for two years and Group Vice President-Chemicals for five years at PPG Industries, Inc. (a manufacturer of coatings and glass products). Mr. Rompala holds a bachelor’s degree in chemistry and a bachelor’s degree in chemical engineering from Columbia University and a master’s in business administration degree from Harvard Business School. Mr. Rompala serves on the board of directors of Friends in Service Here of Sanibel (a not-for-profit human services organization). Olin director since January 1998; Lead Director, Chair of the Compensation Committee and member of the Audit Committee, Directors and Corporate Governance Committee and the Executive Committee. Mr. Rompala’s broad executive management experience provides him with in-depth knowledge of manufacturing and chemicals companies.

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		JOSEPH D. RUPP, 63, is Chairman, President and Chief Executive Officer of Olin. He has served as Chairman of Olin since July 2005 and held the positions of President and Chief Executive Officer since January 2002. Prior to that and since March 2001, he was Executive Vice President, Operations, and was responsible for all Olin business operations including the former Brass Division (which became part of the former Metals Group in 2002), Winchester and Chlor Alkali Products. He joined Olin’s Brass Division in 1972 and held a number of positions of increasing responsibility in the Brass Division manufacturing and engineering organization. In 1985, he was appointed Vice President, Manufacturing and Engineering. He was appointed President of Olin Brass and a Corporate Vice President in 1996. He holds a bachelor’s degree in metallurgical engineering from the University of Missouri, Rolla. Mr. Rupp serves on the board of directors of Quanex Building Products Corporation (a manufacturer of value-added engineered materials and components serving building products markets). Olin director since January 2002; Chair of the Executive Committee. Mr. Rupp’s extensive history at Olin, together with his board service at other companies, provides him with in-depth knowledge of Olin’s business and the industry.

CLASS I

DIRECTORS WHOSE TERMS CONTINUE UNTIL 2016

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		JOHN M. B. O’CONNOR, 59,60, is Chairman and Chief Executive Officer of J.H. Whitney Investment Management, LLC (a firmcompany which specializes in Asian Markets investment strategies)financing sustainable and resilient energy technologies and projects), a position he has held since January 2005.2011. From January 2009 through March 2011, he served as Chief Executive Officer of Tactronics Holdings, LLC (a Whitney Capital Partners portfolio holding of a privately held company that provided tactical integrated electronic systems to the U.S. and foreign military customers as well as the composite armor solutions for military vehicles through its Armostruxx division). Previously, Mr. O’Connor was Chairman of JP Morgan Alternative Asset Management, Inc. (part of the investment manager arm of JP Morgan) and an Executive Partner of JP Morgan Partners (a private equity firm). He was also a member of the Risk Management Committee of JP Morgan Chase, which iswas responsible for policy formulation and oversight of all market and credit risk taking activities globally. Mr. O’Connor earned a bachelor’s degree in economics from Tulane University and a master’s in business administration degree from Columbia University Graduate School of Business. HeMr. O’Connor is a member of the board of directors and audit committee of Las Vegas Railway Express, Inc. (a publicly held emerging state company that provides first class rail service on Amtrak and regional rail lines) andat Integrico, Inc. (a privately held specialized composite products manufacturer). He also serves on the advisory boardsboard of Cornell University College of Veterinary Medicine, Game Conservancy USA and Grayson-Jockey Club Research Foundation. He is also on the advisory committees of Global Guardian and New York Green Bank. He is also chairman of the American Friends of the Clock Tower Fund (a not-for-profit organization that supports active duty UK 22-SAS regiment members and their families) and treasurer of the UK Game Conservancy and Wildlife Trust. Mr. O’Connor serves as a special consultant in a pro-bono capacity for the U.S. Department of Defense and is an appointed special consultant to the Department of Defense Business Board. Mr. O’Connor has been appointed to be the Civic Aide to the Secretary of the Army (CASA) for New York (South). He is a member of the Air Force Chief of Staff CivilianCivic Leaders Board. He was also a member of the Senior Advisors Panel of both the United States European Command and the United States Southern Command. Olin director since January 2006; member of the Audit Committee and the Directors and Corporate Governance Committee. Mr. O’Connor’s hedge fund and investment banking experience allow him to contribute broad financial and global expertise.

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CLASS III

DIRECTORS WHOSENOMINEES FOR THREE-YEAR TERMS CONTINUE UNTIL 2015EXPIRING IN 2018

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The terms of the following directors will continue after the 2015 annual meeting, as indicated below.

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DIRECTORS WHOSE TERMS CONTINUE UNTIL 2016

		JOHN M. B. O’CONNOR, 60, is Chairman and Chief Executive Officer of J.H. Whitney Investment Management, LLC (a company which specializes in financing sustainable and resilient energy technologies and projects), a position he has held since 2011. From January 2009 through March 2011, he served as Chief Executive Officer of Tactronics Holdings, LLC (a Whitney Capital Partners portfolio holding company that provided tactical integrated electronic systems to U.S. and foreign military customers as well as the composite armor solutions for military vehicles through its Armostruxx division). Previously, Mr. O’Connor was Chairman of JP Morgan Alternative Asset Management, Inc. (part of the investment manager arm of JP Morgan) and an Executive Partner of JP Morgan Partners (a private equity firm). He was also a member of the Risk Management Committee of JP Morgan Chase, which was responsible for policy formulation and oversight of all market and credit risk taking activities globally. Mr. O’Connor earned a bachelor’s degree in economics from Tulane University and a master’s in business administration degree from Columbia University Graduate School of Business. Mr. O’Connor is a member of the board of directors at Integrico, Inc. (a privately held specialized composite products manufacturer). He also serves on the advisory board of Cornell University College of Veterinary Medicine, Game Conservancy USA and Grayson-Jockey Club Research Foundation. He is also on the advisory committees of Global Guardian and New York Green Bank. He is also chairman of the American Friends of the Clock Tower Fund and treasurer of the UK Game Conservancy and Wildlife Trust. Mr. O’Connor serves as a special consultant in a pro-bono capacity for the U.S. Department of Defense and is an appointed special consultant to the Department of Defense Business Board. Mr. O’Connor has been appointed to be the Civic Aide to the Secretary of the Army (CASA) for New York (South). He is a member of the Air Force Chief of Staff Civic Leaders Board. Olin director since January 2006; member of the Audit Committee and the Directors and Corporate Governance Committee. Mr. O’Connor’s hedge fund and investment banking experience allow him to contribute broad financial and global expertise.

CLASS II

DIRECTORS WHOSE TERMS CONTINUE UNTIL 2017

		JOSEPH D. RUPP, 64, is Chairman and Chief Executive Officer of Olin. He has served as Chairman of Olin since July 2005 and held the positions of President from January 2002 until May 2014 and Chief Executive Officer since January 2002. Prior to that and since March 2001, he was Executive Vice President, Operations, and was responsible for all Olin business operations including the former Brass Division (which became part of the former Metals Group in 2002), Winchester and Chlor Alkali Products. He joined Olin’s Brass Division in 1972 and held a number of positions of increasing responsibility in the Brass Division manufacturing and engineering organization. In 1985, he was appointed Vice President, Manufacturing and Engineering. He was appointed President of Olin Brass and a Corporate Vice President in 1996. He holds a bachelor’s degree in metallurgical engineering from the University of Missouri, Rolla. Mr. Rupp serves on the board of directors of Quanex Building Products Corporation (a manufacturer of value-added engineered materials and components serving building products markets). Olin director since January 2002; Chair of the Executive Committee. Mr. Rupp’s extensive history at Olin, together with his board service at other companies, provides him with in-depth knowledge of Olin’s business and the industry.

CORPORATE GOVERNANCE MATTERS

How many meetings did board members attend?Many Meetings Did Board Members Attend?

During 2013,2014, the board held nineten meetings. As part of each regularly scheduled board meeting, the non-executive directors met in executive session. In 2013,2014, all directors attended allover 90% of the meetings of the board and committees of the board on which they served. In addition, all directors have attended over 89%87% of the meetings of the board and committees of the board on which they served during their period of service. All of our directors attended the 20132014 annual shareholders meeting. Our policy regarding directors’ attendance at the annual shareholders meeting is that they are required to attend, absent serious extenuating circumstances.

Which board members are independent?Board Members Are Independent?

Our board has determined that all of its members, except Mr. Rupp, are independent in accordance with applicable New York Stock Exchange (NYSE) listing standards and applicable provisions of our Principles of Corporate Governance. In determining independence, the board confirms that a director has no relationship with Olin that violates the “bright line” independence standards under the NYSE listing standards. The board also reviews whether a director has any other material relationship with Olin, after consideration of all relevant facts and circumstances. In assessing the materiality of a director’s relationship to Olin, the board considers the issues from the director’s standpoint and from the perspective of the persons or organizations with which the director has an affiliation. The board reviews commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships.

Our board of directors has adopted a bright line test for the types of de minimis transactions that do not warrant board consideration when making director independence determinations. This policy provides that the following transactions do not impair a director’s independence, and are not considered by our board in its determination of director independence:

During 2013,2014, none of our non-employee directors had any relationship or transaction other than those which fell within the bright line standards described above.

Does Olin have corporate governance guidelines and a code of conduct?Have Corporate Governance Guidelines And A Code Of Conduct?

The board has adopted Principles of Corporate Governance and a Code of Conduct. The Code of Conduct applies to our directors and all of our employees, including our chief executive officer, chief financial officer, and principal accounting officer/controller. We discuss certain provisions of these documents in more detail under the heading “Review, Approval or Ratification of Transactions with Related Persons.”

Each of our three major standing board committees (Audit, Compensation and Directors and Corporate Governance) acts under a written charter adopted by the board. The committee charters can be viewed on our website atwww.olin.com in the Governance section under Committees, available at:

http://www.b2i.us/profiles/investor/Committees.asp?BzID=1548. The Principles of Corporate Governance

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and Code of Conduct can be viewed on our website atwww.olin.com in the Governance section under Governance Documents, available at:http://www.b2i.us/profiles/investor/Governance.asp?BzID=1548& ID=797#797. In addition, we will disclose on that website any amendment to, or waiver from, a provision of our Code of Conduct for our directors and executive officers, including our chief executive officer, chief financial officer, principal accounting officer/controller or other employees performing similar functions.

Do Olin’s board and committees conduct evaluations?Board And Committees Conduct Evaluations?

As required by NYSE rules, Olin’s board of directors as well as its Audit, Compensation and Directors and Corporate Governance Committees each conduct an annual performance evaluation.

What are the committees of the board?Are The Committees Of The Board?

Our committees of the board are:

TheAudit Committee, which held six meetings during 2013,2014, advises the board on internal and external audit matters affecting us. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the audit committee is comprised solely of directors who meet the enhanced independence standards for audit committee members under the Securities Exchange Act of 1934 (Exchange Act) and the related rules as incorporated into the NYSE standard for independence. Its members are: Philip J. Schulz, Chair, Gray G. Benoist, Randall W. Larrimore, John M. B. O’Connor and Richard M. Rompala. The board has determined that Philip J. Schulz meets the SEC definition of an “audit committee financial expert” and that each of the members of the audit committee is financially literate, as such term is interpreted by the board in its business judgment. The audit committee:

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TheCompensation Committee, which held seven meetings during 2013,2014, sets policy, develops and monitors strategies for, and administers, the programs that are used to compensate the chief executive officer and other senior executives. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the compensation committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: Richard M. Rompala, Chair, Donald W. Bogus, C. Robert Bunch, Randall W. Larrimore and Vincent J. Smith. The compensation committee:

The compensation committee is authorized to delegate certain responsibilities to internal and independent accountants, internal and outside lawyers and other internal staff to the extent permitted by applicable law.

TheDirectors and Corporate Governance Committee, which held fourthree meetings during 2013,2014, assists the board in fulfilling its responsibility to our shareholders relating to the selection and nomination of officers and directors. In accordance with NYSE listing standards and applicable provisions of our Principles of Corporate Governance, the directors and corporate governance committee is comprised solely of directors who meet the NYSE standard for independence. Its members are: Randall W. Larrimore, Chair, Gray G. Benoist, Donald W. Bogus, C. Robert Bunch, John M. B. O’Connor, Richard M. Rompala, Philip J. Schulz and Vincent J. Smith. The directors and corporate governance committee:

·

reviews the nominees for our other officers;

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TheExecutive Committee meets as needed in accordance with our Bylaws. Between meetings of the board, the executive committee may exercise all the power and authority of the board (including authority and power over our financial affairs) except for matters reserved to the full board by Virginia law and matters for which the board gives specific directions. During 2013,2014, this committee held no meetings. The executive committee members are: Joseph D. Rupp, Chair, Randall W. Larrimore, Richard M. Rompala and Philip J. Schulz.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee during 20132014 (Messrs. Bogus, Bunch, Larrimore, Rompala and Smith):

None of our executive officers:

What isIs Olin’s director nomination process?Director Nomination Process?

Our directors and corporate governance committee acts as our nominating committee. As a policy, the committee considers any director candidates suggested by shareholders if we receive the

appropriate information in a timely manner. Our Principles of Corporate Governance provide that the board chair and CEO, lead director, other directors, employees and shareholders may recommend director nominees to the committee. The committee uses the same process to review and evaluate all potential director nominees, regardless of who recommends the candidate. The committee reviews and

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evaluates each nominee and the committee chair, the board chair and CEO and lead director interview the potential new board candidates selected by the committee. The interview results, along with the committee’s recommended nominees, are submitted to the full board.

Our Principles of Corporate Governance describe criteria for new board members to include recognized achievement plus skills such as a special understanding or ability to contribute to some aspect of Olin’s business. The committee is tasked with seeking board members with the personal qualities and experience that taken together will ensure a strong board of directors. Although we have no formal policy on diversity for board members, our Principles of Corporate Governance provide that racial and gender diversity are important factors in assessing potential board members, but not at the expense of particular qualifications and experience required to meet the needs of the board. Furthermore, as part of the committee’s review of board composition, the board considers diversity of experience and background in an effort to ensure that the composition of our directors ensures a strong and effective board. Our Principles of Corporate Governance cite strength of character, an inquiring and independent mind, practical wisdom, and mature judgment as among the principal qualities of an effective director.

This year, we have three nominees standing for re-election.

A shareholder can suggest a person for nomination as a director by providing the name and address of the candidate, and a detailed description of his or her experience and other qualifications for the position, in writing addressed to the board of directors in care of the Secretary, Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105. The notice may be sent at any time, but for a candidate to be considered by the committee as a nominee for an annual shareholder meeting, we must receive the written information at least 150 days before the anniversary of the date of the prior year’s proxy statement. For example, for candidates to be considered for nomination by the committee at the 20152016 annual meeting, we must receive the information from shareholders on or before October 13, 2014.2015.

In addition to shareholders proposing candidates for consideration by the committee, Olin’s Bylaws allow shareholders to directly nominate individuals at the annual shareholder meeting for election to the board by delivering a written notice as described under the heading “How“MISCELLANEOUS—How can I directly nominate a director for election to the board at the 20152016 annual meeting?” on page 6 under the heading “Miscellaneous.”6. Although a shareholder may directly nominate an individual for election as a director, the board is not required to include such nominee in the proxy statement.

What is your board leadership structure?Is Your Board Leadership Structure?

Our Principles of Corporate Governance state that our board may select either a combined CEO board chair coupled with a lead director or appoint a board chair who does not also serve as CEO. Currently, our CEO also serves as chairman of the board, and the board selects a separate independent lead director.

The board believes that this leadership structure is best for Olin at the current time, as it appropriately balances the need for the CEO to run the company on a day-to-day basis with significant involvement and authority vested in an outside independent board member—the lead director. The role of our lead director is fundamental to our decision to combine the CEO and board chair positions. Our

lead director assumes many functions traditionally within the purview of a chairman of the board. Under our Principles of Corporate Governance, our lead director must be independent, and is responsible for:

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How does your board overseeDoes Your Board Oversee Olin’s risk management process?Risk Management Process?

Our board is responsible for oversight of Olin’s risk assessment and management process. The board delegated to the compensation committee basic responsibility for oversight of management’s compensation risk assessment, and that committee reports to the board on its review. Our board also delegated tasks related to risk process oversight to our audit committee, which reports the results of its review process to the board. The audit committee’s process includes:

In addition to the reports from the audit and compensation committees, our board periodically discusses risk oversight, including as part of its annual detailed corporate strategy review.

Frank M. O’Brien, our Vice President, Internal Audit, Business Ethics and Integrity, reports directly to our audit committee and has direct and unrestricted access to that committee. Todd A. Slater, our Vice President Finance and Controller,CFO, oversees our ERM process and fulfills the responsibilities of a chief risk officer. Mr. Slater reports to our Senior Vice PresidentChairman and Chief Financial Officer,CEO, but has direct access to our audit committee chair. Messrs. Slater and O’Brien, individually or with other members of our management team, periodically meet in executive session with the audit committee.

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Report of the Audit CommitteeREPORT OF THE AUDIT COMMITTEE

The audit committee’s primary responsibility is to assist the board in its oversight of the integrity of the Corporation’s financial reporting process and systems of internal control, to evaluate the independence and performance of the Corporation’s independent registered public accounting firm, KPMG LLP, and internal audit functions and to encourage private communication between the audit committee and KPMG and the internal auditors.

The committee held six meetings during the year. During the second half of 2013,2014, the audit committee also completed a self-assessment.

In discharging its responsibility, the audit committee reviewed and discussed the audited financial statements for fiscal year 20132014 with management and KPMG, including the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 16,No.16,Communications with Audit CommitteesCommittees..

In addition, the audit committee has received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding KPMG’s communications with the audit committee concerning independence. The audit committee discussed with KPMG the issue of its independence from Olin and reviewed KPMG’s reports on the firm’s quality review procedures and findings, results of peer reviews and investigations and inquiries, including corrective actions taken. The audit committee also negotiated the hiring of KPMG for the 20132014 audit and pre-approved all fees which SEC rules require the committee to approve to ensure that the work performed was permissible under applicable standards and would not impair KPMG’s independence.

Based on the audit committee’s discussions with management and KPMG and the audit committee’s review of KPMG’s written report and the other materials discussed above, the audit committee recommended that the board of directors include the audited consolidated financial statements in Olin’s Annual Report on Form 10-K for the year ended December 31, 2013,2014, to be filed with the SEC.

February 19, 20142015

Philip J. Schulz, Chair

Gray G. Benoist

Randall W. Larrimore

John M. B. O’Connor

Richard M. Rompala

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SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

How much stock is beneficially owned by each director, director nominee and by the named executive officers in the Summary Compensation Table?

This table shows how many shares of our common stock certain persons beneficially owned on January 15, 2014.2015. Those persons include each director, director nominee, each named executive officer (NEO) in the Summary Compensation Table on page 36,42, and all directors and executive officers as a group. A person has “beneficial ownership” of shares if the person has voting or investment power over the shares or the right to acquire such power within 60 days. “Investment power” means the power to direct the sale or other disposition of the shares. Each person has sole voting and investment power over the number of shares listed, except as noted in the following table.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review, Approval or Ratification of Transactions with Related Persons

Our Principles of Corporate Governance and our Code of Conduct include policies and procedures requiring pre-approval of certain transactions involving our directors and employees and their family members and affiliated organizations if Olin is a direct or indirect participant. The policies define “family member” to mean a spouse, child, sibling, stepchild, parent, stepparent, mother-, father-, son-, daughter-, brother- or sister- in-law, or any other person living with the individual (except tenants and household employees). Affiliated organizations include those entities where the individual or family member serves as a director, executive officer or holder of five percent or more of the equity interests.

Our Principles of Corporate Governance require the directors and corporate governance committee (or, if that committee determines it is appropriate, the board) to pre-approve the following transactions with directors, family members and affiliated organizations:

Our Principles of Corporate Governance require our directors and corporate governance committee to pre-approve service by any senior executive (our CEO and other Section 16 officers) on the board of another public company or on the board of any private company that would represent a material commitment of time. In addition, our Code of Conduct and related Corporate Policy Statement require the approval of the board of directors before an officer may serve as a director or provide services to another organization (as an officer, employee, consultant, etc.). Any such service by other employees must be pre-approved by our President and CEO, if the potential for a conflict of interest exists. These provisions also prohibit any employee or family member from having any direct or indirect interest in, or any involvement with or obligation to, any business organization (including any non-profit entity to which Olin makes contributions) which does or seeks to do business with Olin, or any Olin competitor, without pre-approval from the employee’s department head.

In granting pre-approval, the directors and corporate governance committee, board members and management focus on the best interests of Olin.

In addition to the pre-approval process described above, our Code of Conduct and related Corporate Policy Statements prohibit any director or employee from engaging in a transaction that might conflict with the best interests of Olin.

Related Person Transactions Since the Beginning of 20132014

On August 22, 2012, Olin acquired privately-held K. A. Steel Chemicals Inc. (KA Steel), on a cash free, debt free basis, for $336.6 million in cash, after receiving the final working capital adjustment of $1.9 million and still subject to certain post-closing adjustments related to a contingent liability (the KA Steel Acquisition). In connection with the KA Steel Acquisition, Olin hired Robert F. Steel and Kenneth

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A. Steel, Jr., the former owners and Chairman and CEO and President of

KA Steel, respectively, as executive officers with titlesunder executive agreements. Those agreements expired in August of Vice President2014, and President KA Steel and Vice President and Executive Vice President KA Steel, respectively. At that time, we entered into a two-year executive agreement with eachthe employment of Messrs. R. Steel and K. Steel governing the terms of their employment.

The Escrow Agreement related to the KA Steel Acquisition between Olin and Messrs. K. Steel and R. Steel terminated on November 25, 2013, and the proceeds of the escrowed portion of the purchase price for the KA Steel Acquisition ($30 million) were distributed to Olin in the amount of $1.9 million and to Mr. R. Steel, as agent for himself and Mr. K. Steel, in the amount of $28.1 million.

terminated. KA Steel continues to lease its office space from Steel Family Real Estate, LLC under a lease ending on April 30, 2022. The annual base rent is $344,251.50 through the end of 2014 and thereafter the lease provides for specified annual base rent increases, but the base rent may be adjusted if there is a reduction of the rentable square footage under the lease. The lease also requires KA Steel to pay its pro rata share of maintenance, insurance and property tax expenses, which totaled $242,683.44 in 2013. Messrs. R. Steel and K. Steel are both managers of Steel Family Real Estate, LLC, and the Kenneth A. Steel, Jr. Irrevocable Trust and the Robert F. Steel Irrevocable Trust each hold a 50% membership interest in Steel Family Real Estate, LLC.

In 2014, we paid $373,970 in rent payments and $248,580 for our pro rata share of maintenance, insurance and property tax expenses, under the lease. The board of directors pre-approved the KA Steel Acquisition and the other transactions described above, and our compensation committee approved the executive agreements with Messrs. K. Steel and R. Steel.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent10% of our common stock, to file reports of ownership and changes in ownership with the SEC, and these persons must furnish us with copies of the forms they file. Officers, directors and ten-percent10% beneficial owners complied with all Section 16(a) filing requirements in 2013.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) describes, in detail, our executive compensation philosophy and the compensation programs in which our senior executive team participates. The CD&A explains the decisions the compensation committee of our board of directors (committee) made under those programs in 2014 and the factors it considered in making those decisions. The CD&A focuses on the compensation paid to our Named Executive Officers (NEOs) as they are determined under Securities Exchange Commission (SEC) rules. Our NEOs for 2014 were:

Executive SummaryCompensation Best Practices

To enhance investor understanding of our compensation decision making, we summarize below certain executive compensation practices we have implemented to reinforce our objectives and drive Olin performance. We also identify practices we have not implemented because we do not believe they would serve our shareholders’ long-term interests.

We align executive compensation with the interests of our shareholders				•      Pay for Performance by Ensuring that Executive Compensation is Largely Contingent on Results (pages 25-26) •      Target Compensation Expenditures to the Midpoint of Market Practices (page 30) •      Correlate Equity Incentive Compensation Awards with Relative Total Shareholder Return and Return on Capital (pages 35-37) •      Require Double-Triggers for Payments to Executives and Early Vesting of Stock Option and Stock Awards on Change in Control (pages 40 and 59)
We design our executive compensation programs to foster sustainable growth without excessive risk taking				•      Impose Robust Share Ownership Guidelines (page 41) •      Maintain a Clawback policy (page 38) •      Suspend 401(k) Plan Matching Periodically, Based on Olin Performance (page 39) •      Regularly Assess the Risk Inherent in Our Compensation Policies and Programs (page 40) •      Extend no Perquisites for Current NEOs, except $800 excess liability insurance premium
We adhere to the best practices in executive compensation				•      Mitigate Potential Dilutive Effect of Equity Awards through Share Repurchase Programs (page 26) •      Utilize an Independent Compensation Consulting Firm which Provides No Other Services to Olin (pages 26-27) •      Offer Change in Control Protection that Complies with Prevailing Good Governance Standards, Including No Excise Tax Gross-Up (page 40) •      Maintain No Employment Contracts •      Permit No Repricing of Underwater Stock Options •      Exclude the Value of Equity Awards in Pension or Severance Calculations

At the 2014 annual meeting of our shareholders, we held an advisory vote on executive compensation. Approximately 97% of the shares voted were cast in support of our 2014 executive compensation and related disclosures. The committee viewed the results of this vote as general broad shareholder support for our executive compensation program.

Accordingly, we made no changes to our executive compensation program as a result of that vote, although as noted above our committee continuously evaluates our executive compensation program and makes changes to respond to market trends.

Pay for Performance

We understand that there are different ways to view “pay for performance.” In the following sections, we highlight how the committee thinks about executive pay and Olin performance, and why we believe our executive compensation programs are appropriately aligned with results that benefit our investors.

Compensation Program Construction

Our compensation committee reviews and oversees our executive compensation policiesprogram is designed to align with the long-term interests of our shareholders, to reward employees for producing sustainable growth, and programs to ensure they enhance our ability to attract motivate and retain the highest quality executives, and maximize attention to shareholder return. Our annual and long-termworld-class talent that will ensure we succeed. The committee strongly believes that these objectives will be fulfilled if executive compensation programs are designed so that payment of awards– pay opportunities and pay actually realized – is contingent ontied to Olin’s results. The committee measures Olin performance results and they are constructed to reflect market practices. Inin three primary ways:

By tying most of our executives’ pay to companyOlin’s actual results, our compensation programs (i) align our executives’ interests with those of our shareholders and (ii) induce our management team to achieve our most important goals.

The following chart identifies the extent to which our executives’Our total pay opportunities are linked with performance and vary with results. It illustrates the strong emphasis we place on performance-baseddirect compensation for our named executive officers (NEOs)—both short-term incentives (bonus) and long-term incentives (equity awards):

The committee regularly reviews our executive compensation programs to ensure that we remain appropriately responsive to emerging market place practices. For example, in January 2014:package comprises three elements:

Each NEO has a target total compensation opportunity that is reviewed annually by the committee to ensure its alignment with Olin’s compensation pay-for-performance objectives. As the following charts show, almost 80% of CEO target annual direct compensation and 67% of the target annual direct compensation for the other NEOs¹ varies with our financial results and our stock price performance:

As further evidence of our commitment to pay for performance, we have withheld base salary increases and suspended saving plan matching contributions in years of particularly harsh economic results.

Operating Results

In addition, overa year marked by ongoing economic challenges in many markets around the past few years:world, we delivered sound financial results:

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These committee actions and other decisionsThe following charts illustrate some of the ways we have increased the linkthree year directional relationship between executive pay and companyOlin performance and otherwise compliedthe compensation (as defined below) of our Chairman and CEO. For these charts, we used two of our key metrics – net income and return on capital – to define performance, because we believe that these metrics best correlate with emerging governance standards, while maintaining consistency in our executive compensation programs, which are described in detail in the following pages.long-term shareholder value.

General ExecutiveThe Compensation ProcessCommittee

Our compensation committee consists of directors determined to bewho are independent under the NYSE listing criteria. The committee establishes total compensation opportunities (and each of the individual elements) for Joseph D. Rupp, Chairman President and CEO. The committee also approves compensation for the other NEOs based on recommendations by the CEO, once an individual is identified as an NEO.CEO.

To assist it in performing its duties, the committee engages Exequity LLP (Exequity), an independent board and management advisory firm. In engaging Exequity, the committee considered a number of factors in assessing Exequity’s independence, including the fact that Exequity performs no other work for Olin, that none of Exequity’s consultants owns stock in Olin, that Exequity’s consultants have no other business interests with any Olin officer or director, and the fees that Exequity receives

for services rendered to Olin rest below a maximum permissible level. In the past several years, the committee discussed its compensation philosophy with Exequity, but otherwise did not impose any specific limitations or constraints on, or otherwise direct, the manner in which Exequity performed its advisory services.

As advisor to the compensation committee, Exequity reviewed the total compensation strategy and pay levels for our NEOs, examined all aspects of our executive compensation programs to ensure their ongoing support of our business strategy, informed the committee of developing legal and regulatory considerations affecting executive compensation and benefit programs, and provided general advice to the committee on all compensation decisions pertaining to the CEO and to all senior executive compensation recommendations submitted by management. The committee routinely meets in executive session (without the CEO or other officers present). As appropriate, Exequity attends some of those executive sessions. In addition to the committee’s retention of Exequity, Olin periodically retains one or more other compensation consulting firms to provide general services, such as actuarial services for pension plans.

At the 2013 annual meeting of our shareholders, we held an advisory vote on executive compensation. Approximately 97.7% of the shares voted were cast in support of our 2013 executive compensation and related disclosures. The committee viewed the results of this vote as general broad shareholder support for our executive compensation program. Accordingly, we made no changes to our executive compensation program as a result of that vote.

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Benchmarking

In designing and implementing our executive compensation programs, it has been the committee reviews competitivecommittee’s practice to review compensation data from the more than 350 manufacturing and services companies that participate in the Aon Hewitt Total Compensation DataBase^TM (the DataBase). These, excluding data represent pay practices among a group of over 420 manufacturing and servicesfrom companies that we have used for benchmarking for several years. This group comprises the entire community of companies that participate in the DataBase, excluding companies that operate in energy services, retail, health services and financial sectors. We refer to these companiesthis subset of the Database as the “comparator group.” The committee’s review of pay practices across a community as large and varied as the comparator group reflects the committee’s belief that our labor market for executive talent extends beyond the limited group of chemical and ammunition companies and spans the relevant manufacturing and services community. The committee believes that the comparator group is a good representation of that labor pool, as the DataBase is a widely respected source of executive compensation information. Our decision to rely on it for competitive pay information ensures that a reputable and unrelated organization actively secures and analyzes the compensation data on which our committee bases its judgment about appropriate levels of pay for our executive officers.

The data reviewed by the committee are adjusted for size (revenues) to reflect compensation being paid at companies of comparable scope to Olin. The data benchmark the committee used to base its annual pay decisions was a statistical summary of the pay practices for the companies in the comparator group, and was not representative of any individual company. In fact, the committee does not know the identity of the companies whose pay practices are reflected in the DataBase, nor does it receive information with respect to pay practices at any individual company included in the DataBase. Instead, the committee considered the median pay levels in the comparator group after adjusting the pay practices for an observable relationship between executive pay levels and company size and relied on those statistical representations as typifying revenue-adjusted general industry norms. It was against these norms that the committee drew its conclusions about the appropriateness of the overall executive officer pay levels. Throughout this Compensation Discussion and Analysis, references to “competitive data” or “market” mean this statistical summarized data for the comparator group.

What We Pay and Why: Elements of Compensation

We extend to our executives three elements of total direct compensation: base salary; annual incentive (SMICP/MICP); and long-term equity awards, plus a limited number of benefits that commonly are available to senior management at other companies of similar stature. The chart below illustrates that 73% of the 2014 total direct compensation of our NEOs (other than Messrs. K. Steel and R. Steel whose employment terminated in August of 2014) was tied to Olin performance.

Overview.    The committee determines the total target compensation level for the CEO, as well as the appropriate mix of the compensation elements, based on prevailing practices in the comparator group. The CEO relies on comparator group standards to recommend, for the committee’s review and approval, the levels and mix of elements for the balance of our executive officers. Although the committee is not bound to mirror the comparator group standards when it makes decisions on compensation levels and the mix of elements, the committee generally relies heavily on the identified competitive norms to ensure that we can compete for executive talent. The committee also reviewed the relationship between the CEO’s compensation and the compensation for the other NEOs. In 2013, the committee determined that internal pay relationships are appropriate in light of the committee’s understanding of the typical pay relationships at other companies.Total Direct Compensation

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We listElements of Total Compensation

Below are the primary elements of our executive compensation, below, together with relevant information about each element:

Compensation Element		Purpose		Factors Used to Determine Amount
Long TermLong-Term Incentive Award		·       Ties compensation to investor returns ·       Motivates executives to achieve long-range goals that benefit shareholders ·        Aligns financial interests of executives and shareholders		·        Number of stock options granted based on total return to shareholders ·       Performance share payouts for executive officers based on our return on capital compared to the 64 materials companies included in the S&P 1000 plus selected direct competitors1Performance Share Comparison Group ·        Level of target awards for each NEO based on practices of comparator group
Retirement and Severance Benefits		·        Retention of key executives ·        Rewards long-term service and provides financial security ·       Ensures that managers are personally indifferent to the outcome of a transaction in a change in control situation		·        Programs offered by competitors ·        Employee’s length of service (for defined benefits in Olin plans, which were frozen on 12/31/07) ·       Salary and cash incentive

27The committee determines the total target direct compensation level for the CEO, as well as the appropriate mix of the compensation elements, based on prevailing practices in the comparator group. The CEO relies on comparator group standards to recommend, for the committee’s review and approval, the target levels and mix of elements for the balance of our executive officers. Although the committee is not bound to mirror the comparator group standards when it makes decisions on compensation levels and the mix of elements, the committee generally relies heavily on the identified competitive norms to ensure that we can compete for executive talent. The committee also reviews the relationship between the CEO’s compensation and the compensation for the other NEOs. In connection with establishing 2014 compensation, the committee determined that internal pay relationships were appropriate in light of the committee’s understanding of the typical pay relationships at other companies.

As a guideline, the committee intends that the base salaries, total cash compensation (salary and annual cash incentive), and total compensation opportunities (total cash compensation plus the grant date value of long-term incentive awards) extended to our NEOs as a group approximate the market median of the comparator group.group practices. The committee believes that managing total target pay to the market median for the comparator group allows us to attract, motivate, and retain the quality executive talent Olin needs. Pay levels for any individual NEO, however, may be below or above the market median of the comparator group for that executive’s particular role. The following graph illustrates our 2013 target compensation positioning for the NEOs as a group, relative to our pay:

Our general practice for an executive who is new in his/her position is to establish compensation opportunities below the market, and to increase them to market level over several years, assuming that performance warrants such increases. Other material increases in compensation generally relate to promotions or added responsibilities.

Salary.Salary

The committee generallynormally adjusts NEO salaries on an annual basis, but whenannually in respect of merit, promotion or change in role and changes in market rates for the job. No increase in base salary is automatic or guaranteed. When warranted by cash flow or other considerations, this periodthe frequency of adjustment has been extended to 18 months or more, and we have frozen executive base salaries for periods of time. For example, Mr. Rupp last received a salary increase effective January 1, 2013.2015. Prior to that, his last increase was two years earlier, on January 1, 2013. Before that date, his last salary increase was April 1, 2011, which extendedextending the time between his salarysuch increases to 21 months. Before April 1, 2011, his salary had not been increased for 24 months. In the past 10 years, we have not decreased base salary for any NEO.

Annual Cash Incentive (Non-equity Incentive Plan Compensation).

The five highest paid NEOs participate in the Senior Management Incentive Compensation Plan, or SMICP, an incentive plan approved by our shareholders. The SMICP provides these NEOs with annual cash incentive opportunities comparable to the terms and conditions for awards of cash bonuses to our other NEOs and other executives (who participate in our Management Incentive

Compensation Plan, or MICP). Using the SMICP for our five highest paid NEOs is intended to allow us to deduct payments to those individuals subject to the deduction limits of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code).

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The mechanics of the SMICP operation in 2013for 2014 awards were as follows:

AlthoughAs discussed above, the committee exercises discretion to reduce annual incentivesestablished 6% of adjusted net income as the maximum pool for all awards under the SMICP it may not increase the payments above the maximum awards established as described above, and the payoutMICP for 2014 performance. Our adjusted 2014 net income was $114.9 million, creating an aggregate pool for awards under the SMICP may not exceed 200%and MICP of $6.9 million. Total actual payouts under both the SMICP and MICP plans were $4.0 million, or 58% of the executive’s base salary. When using its discretionavailable pool. For 2014, in calculating Adjusted EPS used to appropriately size annual incentives for 2013,determine adjusted 2014 net income, we excluded the committee examined achievement with respecteffect of the following special charges, gains and losses (which were reflected in our 2014 net income): (i) $4.6 million of income related to financial goals and non-financial strategic accomplishments. In determining SMICP payments for NEOs, the committee considered Olin’s financial performance, especially the generationresolution of $157.4indemnity obligations, (ii) $3.1 million of pretax income related to insurance recoveries, (iii) $5.5 million of net incomecosts associated with the early redemption of our 8.875% senior notes, and (v) $11.2 million of restructuring charges.

The committee determines actual awards under the MICP for any NEO not participating in the SMICP using the same process as for the SMICP. Final cash incentive awards for both Mr. K. Steel and Mr. R. Steel were pro rated to reflect the number of months of employment during 2014.

The following table illustrates the portion of each NEO’s cash incentive based on corporate and division financial targets and corporate and division non-financial objectives:

Actual payouts of cash incentive awards are determined based on our EPSachievement against our financial performance targets as well as other accomplishmentsagainst our non-financial goals, discussed below.

NEOs with Corporate-Wide Responsibilities.

Financial Targets.    In 2014, our financial performance target for NEOs with corporate-wide responsibilities (Messrs. Rupp, Slater, Fischer, McIntosh and Pain) was based on Adjusted EPS. For these NEOs, the portion of the cash incentive related to financial targets (75%) would be paid at the target award level (set forth in the “Grants of Plan-Based Awards” table) if our Adjusted EPS equal the financial performance target. If our Adjusted EPS fall above or below the target level, the committee adjusts the cash incentive, typically by a proportionate adjustment – that is, by dividing actual Adjusted EPS by the target Adjusted EPS, and multiplying that percentage by 75% (subject to the maximum award level for each NEO).

The portion of the actual awards for these NEOs related to Adjusted EPS of $1.44 compared to the financial target in 2014 represented achievement of 55.7% of the financial objective (out of a possible 75%).

Non-Financial Objectives.    In 2014, for NEOs with corporate-wide responsibilities, safety and environmental compliance goals comprised 5% of the award opportunity. Operational goals relating to cost reductions, price improvements and increasing operating income from co-products accounted for 10% of the award opportunity. Strategic goals relating to the achievementdevelopment of an improved five-year strategic sales goals, substantial operational improvementsplan, implementation of a new product strategy in our Winchester division, an updated ethics program and restructuring initiatives, which will have longer term impact.information technology security objectives accounted for 10% of the award opportunity.

The table below illustrates the 2014 level of achievement for these non-financial objectives:

In 2014, the committee determined that these NEOs achieved a total of 20% of the non-financial objectives (out of a possible 25%).

NEOs with Divisional Responsibilities.    For each of Messrs. Chirumbole and R. Steel, 25% of the cash incentive was based on corporate results and 75% on division results. Of the 75% component related to division objectives, 25% (or 18.75% of the total cash incentive) related to division non-financial objectives and the remaining 75% (or 56.25% of the total cash incentive) was based on division pretax income, EBITDA cash flow and return on capital. The cash incentive for Mr. K. Steel was based entirely on division results, 75% based on division financial targets and 25% on division non-financial objectives.

Financial Targets.    For Mr. Chirumbole, who had divisionalChlor Alkali Products division responsibility, his division financial targets and achievement against those targets are set forth in the following chart:

For Messrs. R. Steel and K. Steel, who had Chemical Distribution division responsibility for 2013,part of 2014, divisional financial targets and achievement against those targets are set forth in the committee adopted a blended considerationfollowing chart:

Non-Financial Objectives.    For Messrs. Chirumbole, R. Steel and K. Steel, divisional goals related to safety and environmental compliance comprised 6% of Olinthe 25% allocated to division non-financial objectives. Operational goals for the division relating to cost reductions and divisional accomplishments and applied a formulaic approach to SMICP award determination. The committee decided that 25% of his overall award should be a function of company-wide financial and non-financial accomplishments and 75% of his overall incentive award should reflect divisional performance (where division financial objectives were assigned a 75% weightsegment growth accounted for 14%, and division non-financial strategic objectives were assigned a 25% weight). The committee’s discretionary decisionsgoals related to the distribution of product, compliance with respect to Mr. Chirumbole’s 2013 SMICP award reflected the Chlor Alkali division’s pre-tax income, operating cash flowinternal controls and return on capital as well as operational improvements to impact the longer term cost structurecompletion of the business.ethics training courses accounted for 5%.

The table below illustrates the 2014 level of achievement for these non-financial objectives:

Long TermLong-Term Incentive Compensation.(Equity) Compensation

In 2013,2014, we allocated the value of long-term incentive (equity) compensation awards equally between performance shares and stock options. This combination of awards was deemed by the committee to optimize our emphasis on achieving specified performance goals that drive investor value and generating long-term appreciation in Olin’s stock price. The committee makes all equity awards to executive officers (both performance shares and stock options). The committee believes that its determination of stock option and performance share awards is highly representative of external market practices, based on information pertaining to compensation standards across the comparator group.

All long-term incentive (equity) compensation plan participants, including the NEOs, are assigned target award levels at dollar values deemed byconsistent with the committee to be competitive with external market practices, based on comparator group information. data analysis described above under the heading “Benchmarking.”

The sum of all individualtarget equity award levels for 2014 were:

These target awards represents our overall long-term incentive award value. When determining actualare allocated equally between stock option grant sizesoptions and performance share award levels, the committee compares our return on capital and total shareholder return to that of the

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Performance Share Comparison Group. Our relative performance against this group influences the pool of shares the committee makes available for grants to long-term incentive program participants.

shares. The process the committee follows to determine the level of the actual stock option awards and the formula for actual performance share awards ispayouts are described below. Mr. K. Steel did not receive any stock options or performance shares in 2014, and Mr. R. Steel’s unvested options, including his 2014 option award, were canceled in accordance with the terms of our equity plans at the time his employment terminated in August of 2014.

Performance Shares..    Half the value of each participant’s 20132014 long-term incentive target award value was delivered in performance shares. The number of performance shares awarded to each participantNEO was formulated by dividing half the participant’s target award value by the economicBlack-Scholes value of a performance share. Early in 2013, each executive was extended the opportunity to earn a target number of performance shares contingent on performance through the end of 2015. The total number of performance shares that vest and will be paid to each executive may varyNEO varies between 25% and 150% of his or her target number, depending on our average annual return on capital for the three years ending December 31, 2015,2016, in relation to the average

annual return on capital generated for that period by the community of companies in the S&P Material Index, plus five selected direct competitors,² (which we refer to as the Performance Share Comparison Group for that period.Group). The following chart identifies the percentage of target shares that vest with our performance:

The table and graph below illustratesillustrate the percentage of the target number of performance shares earned by plan participants for each of the last ninethree-year periods, based on our average return on capital performance compared to the Performance Share Comparison Group:

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Olin Average Annual Return on Capital for the Three-Year Period
Compared to the Performance Share Comparison Group

Three-Year Period Ended December 31		Olin Return on Capital		Quintile/Percentage Paid
2013		8.30%		Quintile 3/100%
2012		7.50%		Quintile 3/100%
2011		8.10%		Quintile 3/100%
2010		9.50%		Quintile 4/125%
2009		10.50%		Quintile 5/150%
2008		11.10%		Quintile 4/125%
2007		10.30%		Quintile 4/125%
2006		9.20%		Quintile 3/100%
2005		6.20%		Quintile 2/50%

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2	Occidental Petroleum Corporation, Alliant Techsystems, Inc., PPG Industries, Inc., The Dow Chemical Company and Westlake Chemical Corporation.

Stock Options.Options.    The remaining half of each participant’s long-term incentive (equity) target award value is delivered in stock options. Stock options are granted annually from a committee-approved pool of option shares. TheSpecifically, the pool of stock options available for issuance each year equals half the value of the overall long-term incentive award value, divided by the Black-Scholes value of options for our common stock (not to be lower than 20% of the then-current market price of our common stock). This formulated pool of shares available for stock option awards increases or decreases based on our trailing three-year total shareholder return (TSR) compared to the TSRs generated by the Performance Share Comparison Group, as follows:

 

Olin three-year TSR compared to Performance Share Comparison Group						Effect on number of shares available for option grants
		Top third				+25%
		Middle third				No change
		Bottom third				-25%

 

We believe the Performance Share Comparison Group represents our primary competition for investment capital, and therefore comprises an appropriate comparison group for performance purposes.group. We use TSR, which represents the increase in the fair market value of our common stock over thethree-year period, including reinvestment of dividends, to tie executive rewards to our shareholders’ interests. The calculation of TSR includes all dividends paid by the companies, consistent with the calculations for our Performance Graph included in our Form10-K. As with our performance share program described above, the committee believes that formulating the stock option pool this way further ties executive compensation to shareholder value.

Olin Trailing Three-Year Total Shareholder Return

Three-Year Period Ended December 31		Olin Total Shareholder Return		Ranking Compared to Performance Share Comparison Group
2014		8.67%		Bottom third
2013		16.27%		Middle third
2012		11.45%		Bottom third
2011		7.46%		Middle third
2010		6.64%		Top third
2009		6.59%		Top third
2008		1.34%		Bottom third
2007		-0.14%		Bottom third
2006		-2.21%		Middle third

The table below shows the effect of our TSR and effecttrailing three-year TSRs on the size of our stock option pool for the past tennine years:

 

 

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The number ofactual stock options grantedoption award to an individual long-term incentive plan participants reflectsNEO represents his or her target award, increased or decreased by the portion ofsame percentage that the available stock option pool represented bywas increased or decreased, based on the individual’s target award. Thetrailing three-year TSR as described above. In addition, the committee (orhas the CEO, in the case of non-officers) maydiscretion to increase or decrease the actual option grant for an individual NEO by up to 25% from the target level,, although that discretion has not been exercised.exercised in any of the years covered by the table above.

 

We approve option awards at the first committee meeting each year. In 2013,2014, the first committee meeting was January 25, 2013.24, 2014. At that meeting, the committee approved the granting of options effective on February 11, 2013,10, 2014, with an exercise price of $23.28$25.57 per share, the average of the

high and low per share sales price of our common stock on the NYSE on February 11, 2013.10, 2014. When the first scheduled meeting occurs before or near the time we release our year endyear-end earnings report, the committee has granted stock options:

 

·

with a grant effective date approximately 10 days after the release of year endyear-end earnings, and

 

·

with an exercise price equal to fair market value on the grant effective date.

 

TheThis practice ensures that the exercise price for stock options reflects all current information. Although we have no formal policy on granting options at a time when inside information may exist, the committee follows the procedure we describe above when necessary to ensure that option exercise prices reflect full disclosure of earnings information. We have not engaged in “back dating” of options, as our policies do not allow back dating. In addition, our equity plans do not permit option grants with an exercise price below the fair market value of our stock on the effective date of the option grant.

 

Our CEO also has authority to grant a very limited number of options at other times during the year (no more than 50,000 total shares or 5,000 shares per employee), but may not grant options to anyone who is an officer within the definition of the rules under Section 16 of the Exchange Act, or “back date” any options. Consistent with the terms of our equity plans, options granted by our CEO may not have an exercise price below the fair market value of our stock on the effective date of the option grant.

 

Clawback Policy.Policy    Each executive who participates

As a participant in the SMICP, or the MICPeach of our NEOs is subject to thea clawback policy.policy that applies to all of our executive officers. Amounts that we recover are not included in calculating that executive’s benefits under our Supplemental CEOP, and our recovery of amounts under the policy does not constitute an event that triggers benefits under our severance agreements. In addition to the clawback policy, our equity plans provide that if a participant in that plan renders service to one of our competitors, or discloses confidential information without our consent, or violates other terms of the plan, the committee may terminate any unvested, unpaid or deferred awards held by the participant, or may require the participant to forfeit benefits received under the plan within the six months before the participant’s action.

 

Other Compensation.Compensation

We also offer a small number of other personal benefits to groups of employees. We provide someemployees, including our NEOs. Some benefits, such as a portion of health insurance premiums and certain retirement benefits, we extend to all eligible employees. We tie the size and construction of these benefits to competitive practices in the market, a practicedecision the committee believes enables us to attract and retain executives with the talents and skill sets we require. Other compensatory items, such as certain life insurance benefits and the retirement and change in control benefits described below, are provided to our NEOs and other senior managers. In the past, we also provided automobile expenses and financial counseling services to some of our NEOs, but terminated those perquisites at the end of 2010. The committee occasionally approves special restricted stock awards to an individual or group of employees to reflect special circumstances, although no such awards were made to NEOs in 2013.

 

Retirement Benefits.    We offer retirement benefits as part of the package to recruit and retain employees, as well as to contribute to their financial security in post-employment years.employees. Our retirement benefits also reflect an individual’s contributions over his or her career with Olin, as those benefits are based in part on the employee’s service and compensation. In general, we establish retirement

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benefits based on comparable programs offered by competitors. The committee believes that retirement plans like ours are commonly provided to executives at other companies, and offering these benefits helps us remain competitive for qualified senior-level executive talent. We periodically re-evaluate and update those plans to respond to changes in the market.

The following chart summarizes the benefits under our active retirement plans for salaried employees:

 

Plan Title		Participants/Purpose		Benefits
Olin Corporation Contributing Employee Ownership Plan (the CEOP)—Employee Savings Account		Salaried employees (other than KA Steel employees)—employees—to provide employees with a tax effective savings vehicle to save primarily for retirement		Eligible employees may make pre-tax contributions (401k), Roth 401k contributions and after tax contributions. They may contribute up to 80% of eligible compensation (subject to various Code limits, including the 20132014 pre-tax and Roth 401k contribution limit of $17,500). For most employees, Olin matches the first 6% of base pay that they contribute to the plan, at the rate of 50%. For KA Steel employees, Olin matches 75% of the employee contribution up to 13% of base pay.
CEOP—Defined Contribution Retirement Account		Salaried employees (other than KA Steel employees)—to provide retirement benefits in lieu of benefits formerly provided under the Qualified Plan (prior to benefit accrual freeze)		For eligible employees, Olin makes contributions to the Defined Contribution Retirement Account of 5% or 7.5% of eligible compensation (depending on employee age).
Olin Corporation Supplemental Contributing Employee Ownership Plan (Supplemental CEOP)—Employee Savings Account		Senior management (other than KA Steel employees)—to compensate for Code limits on CEOP contributions		Eligible employees may make pre-tax contributions on eligible compensation in excess of Code limits and receive Olin matching contributions at the same percentages as the CEOP, as set forth above.
Supplemental CEOP—Defined Contribution Retirement Account		Senior management (other than KA Steel employees)—to compensate for Code limits on CEOP contributions		Olin also makes contributions on eligible compensation in excess of Code limits at the same percentages as the CEOP Defined Contribution Retirement Account (set forth above).
K. A. Steel Chemicals Inc. Employees 401(k) Plan (KA Steel 401(k) plan)		KA Steel non-union employees—to provide employees with a tax effective savings vehicle to save primarily for retirement		Eligible employees may make pre-tax contributions (401k). They may contribute up to 50% of eligible compensation (subject to various Code limits, including the 2013 pre-tax contribution limit of $17,500). Olin matches 75% of the employee contribution up to 13% of base pay.

 

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As part of our ongoing evaluation of benefit plans, in 2005, we amended the Olin Corporation EmployeesEmployees’ Pension Plan (Qualified Plan) to close participation, so that salaried employees hired on or after January 1, 2005 are not eligible for the Qualified Plan. As of December 31, 2007, we froze defined benefit pension accruals for salaried participants under that Plan, as well as the Olin Supplementary and Deferral Benefit Pension Plan (Supplemental Plan) and the Olin Senior Executive Pension Plan (Senior Plan). Although benefit accruals were frozen at the end of 2007, employment after that time counts toward years of service for vesting and early retirement eligibility.

 

In addition, we periodically suspend the company match to the CEOP for salaried and non-bargaining employees, including during the period January 1, 2010 through January 31, 2011.

The Supplemental CEOP, the Supplemental Plan and the Senior Plan are unfunded, nonqualified deferred compensation plans for the NEOs and a select group of other senior management employees. Because these three plans are unfunded, participants receive benefits only if we have the financial resources to make the payments when due. The committee believes that

historically it was common for companies to offer these kinds of nonqualified retirement supplements to executives and offering these benefits has allowed us to remain competitive in the market for qualified senior-level executive talent. We describe the terms of our retirement plans in more detail in the narrative discussion following the table entitled “Pension Benefits” below..

 

Risk Assessment.    Management and the committee regularly evaluate the risks involved with our compensation programs. In January 2014,2015, we conducted a comprehensive risk assessment. The risk assessment included compiling an inventory of incentive plans and programs, and conducting an analysis of the risk involved with each. The assessment considered factors such as the plan metrics, number of participants, maximum payments, and risk mitigation factors. The committee reviewed the risk assessment and concluded it did not believe any of our compensation programs or policies create risks that are reasonably likely to have a material adverse impact on Olin. Based on this conclusion, we implemented no material changes to our compensation policies or practices after our risk assessment.

 

Change in Control Agreements.    We provide change in control agreements to our senior management to ensure that our executives work to secure the best outcome for shareholders in the event of a possible change in control, even if it means that they lose their jobs as a result. As a retention incentive, each of our senior executives also has an agreement that provides certain benefits if the executive’s employment is terminated without cause. As noted above, inIn January 2014, we provided replacementreplaced change in control agreements to our NEOswith Messrs. Rupp, Slater, Fischer, McIntosh, Pain and fiveChirumbole and four other executives thatto (i) eliminate income tax gross-ups for “golden parachute” excise taxes in favor of a “best net after-tax” approach, (ii) require both a change in control and actual or constructive termination of employment to trigger benefitsaccelerated vesting of equity awards (other than early vesting of performance shares), that the acquirer fails to assume or replace, (iii) require a release of claims from the executive as a condition to receiving payments and other termination benefits, and (iv) add restrictive covenants. Those agreements are described in more detail below under “Potential Payments Upon Termination or Change in Control.” We also provided notice of termination of the remaining change in control agreements with 11nine other non-NEO executives upon their scheduled expiration in January of 2016.

 

The committee gives careful attention to all aspects of executive compensation and for the reasons discussed above remains confident that our executive compensation program satisfies our objectives.

 

Tax and Accounting Considerations

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All elements of compensation, including salaries, generate charges to earnings under generally accepted accounting principles (GAAP). We generally do not adjust compensation based on accounting factors, but we consider the tax effect of various types of compensation. The committee considers the Code Section 162(m) limit on deductions for compensation over $1 million, and the designs of our stock options, the largest portion of our performance shares and our annual cash incentive are intended to meet the exemption for “performance-based” compensation from this

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deductibility limit. It is possible, however, that portions of these awards will not qualify as “performance-based compensation,” and, when combined with salary and other compensation to an NEO, may exceed this limitation in any particular year.

 

Code Section 409A implemented tax rules applicable to nonqualified deferred compensation arrangements, and Olin has taken steps to comply with such rules to the extent applicable.

As previously noted, above, Olin’s clawback policies allow recovery of all or a portion of payments under the SMICP or the MICP and performance share awards from executives who participate in the SMICP or the MICP. To recover compensation, our board or the committee must determine that the executive was grossly negligent or engaged in intentional misconduct that was a “significant contributing factor” to:

 

(i)

a restatement of our financial statements, or

 

(ii)

a significant increase in the value of that executive’s incentive awards.

 

Amounts recovered are not included in calculating that executive’s benefits under our Supplemental CEOP, and do not trigger benefits under our severance agreements. In addition, our equity plans provide that if a participant renders service to a competitor, or discloses confidential information without our consent, or violates other terms of the plan, the committee may terminate any unvested, unpaid or deferred awards held by the participant, or may require the participant to forfeit benefits received under the plan within the six months before the participant’s action.

 

Our equity plans and severance arrangements with NEOs do not provide any “gross-up” for the amount of excise tax, if any, due on “excess golden parachute payments” provisions under Code Section 280G. These agreements are described in more detail below under “Potential Payments Upon Termination or Change in Control.” We have given notice that the remaining severance agreements with 11nine non-NEO executives will not be renewed when they expire in January of 2016.

 

Stock Ownership Guidelines

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We describe our stock ownership guidelines for directors under the heading “Director Compensation” below.. Our stock ownership guidelines for employees require executive officers and certain other senior managers to maintain specified ownership levels of our stock within 5five years after the guideline applies. Stringent stock ownership requirements mitigate any risk that options may cause management to focus on short-term stock price movement.

Our committee monitors compliance with the stock ownership guidelines annually. To determine “stock ownership” under the guidelines, we include, in addition to shares the individual owns outright, restricted stock and restricted stock units, shares held in the executive’s CEOP and Supplemental CEOP accounts, shares subject to vested stock options with an exercise price below the current market price and 25% of the total target performance share awards (representing half of the target performance shares that are payable in stock).

 

Officer Title				Base Salary Multiple
CEO					6
Senior Vice President					3
Vice President					2

 

Our CEO has always complied with the stock ownership guidelines applicable to him, and has exceeded those guidelines since at least 2006. He and theThe other NEOs also met the guidelines applicable to them at year end.

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SUMMARY COMPENSATION TABLESummary Compensation Table

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The table below summarizes the total compensation paid to or earned by each of the NEOs for the fiscal years ended December 31, 2014, 2013 2012, and 2011:2012:

 

Name and Principal Position (a)		Year (b)				Salary ($) (c)				Bonus (1) ($) (d)		Stock Awards (2) ($) (e)				Option Awards (2) ($) (f)				Non-Equity Incentive Plan Compen- sation  (3) ($) (g)				Change in Pension Value and Non-qualified Deferred Compensation Earnings (4) ($) (h)				All Other Compen- sation (5) ($) (i)				Total ($) (j)				Year (b)				Salary ($) (c)				Bonus  (1) ($) (d)		Stock Awards  (2) ($) (e)				Option Awards  (2) ($) (f)				Non-equity Incentive Plan Compensation (3) ($) (g)				Change in Pension Value and Non-qualified Deferred Compensation Earnings  (4) ($) (h)				All Other Compensation (5) ($) (i)				Total ($) (j)
Joseph D. Rupp			2013				930,000			N/A			1,956,750				1,297,200				960,000				—				235,571				5,379,521				2014			$	930,000			N/A		$	1,579,825			$	1,494,000				$   757,000				$   535,164				$223,942			$	5,519,931
Chairman, President and CEO			2012				900,000			N/A			1,756,485				972,675				1,128,000				1,058,901				239,938				6,055,999
			2011				895,002			N/A			1,349,600				926,120				1,267,200				1,029,148				184,810				5,651,880
Chairman and CEO																																					2013			$	930,000			N/A		$	1,956,750			$	1,297,200				$   960,000				—				td35,571			$	5,379,521
																																					2012			$	900,000			N/A		$	1,756,485			$	972,675				td,128,000				td,058,901				td39,938			$	6,055,999
Todd A. Slater																																					2014			$	337,008			N/A		$	183,515			$	218,380				$   208,175				$     40,943				$  52,504			$	1,040,525
Vice President and CFO																																					2013			$	261,000			N/A		$	104,360			$	70,500				$   102,720				—				$  44,561			$	583,141
																																					2012			$	253,008			N/A		$	86,740			$	54,038				$   121,025				$     45,066				$  44,579			$	604,456
John E. Fischer			2013				470,004			N/A			521,800				345,450				331,200				—				97,809				1,766,263				2014			$	501,336			N/A		$	490,605			$	503,466				$   320,211				$   368,078				$  98,896			$	2,282,592
Senior Vice President and CFO			2012				455,004			N/A			477,070				265,275				370,125				431,868				97,386				2,096,728
			2011				430,008			N/A			385,600				295,920				422,400				250,311				74,141				1,858,380
President and COO																																					2013			$	470,004			N/A		$	521,800			$	345,450				$   331,200				—				$  97,809			$	1,766,263
																																					2012			$	455,004			N/A		$	477,070			$	265,275				$   370,125				$   431,868				$  97,386			$	2,096,728
John L. McIntosh			2013				450,000			N/A			495,710				331,350				312,000				—				91,318				1,680,378				2014			$	467,004			N/A		$	413,185			$	390,100				$   258,894				$   470,095				$  91,729			$	2,091,007
Senior Vice President, Operations			2012				425,004			N/A			433,700				240,713				352,500				554,122				81,374				2,087,413
			2011				393,000			N/A			289,200				230,160				316,800				334,266				62,704				1,626,130
Senior Vice President, Chemicals																																					2013			$	450,000			N/A		$	495,710			$	331,350				$   312,000				—				$  91,318			$	1,680,378
																																					2012			$	425,004			N/A		$	433,700			$	240,713				$   352,500				$   554,122				$  81,374			$	2,087,413
George H. Pain			2013				425,004			N/A			365,260				239,700				234,240				—				85,612				1,349,816				2014			$	441,000			N/A		$	291,660			$	265,600				$   209,689				$   155,167				$  85,994			$	1,449,110
Senior Vice President, General Counsel and Secretary			2012				412,008			N/A			325,275				181,763				286,700				379,236				111,167				1,696,149				2013			$	425,004			N/A		$	365,260			$	239,700				$   234,240				—				$  85,612			$	1,349,816
			2011				400,008			N/A			289,200				224,680				343,552				269,786				68,833				1,596,059				2012			$	412,008			N/A		$	325,275			$	181,763				$   286,700				$   379,236				td11,167			$	1,696,149
Senior Vice President, General Counsel and Secretary
			2013				338,004			N/A			260,900				169,200				183,399				—				61,761				991,547				2014			$	348,000			N/A		$	194,440			$	190,900				$   126,050				$     56,582				$  62,241			$	978,213
Vice President and																																					2013			$	338,004			N/A		$	260,900			$	169,200				$   183,399				—				$  61,761			$	1,013,264
President, Chlor Alkali Products			2012				312,000			N/A			173,480				93,338				196,380				63,535				62,120				900,853				2012			$	312,000			N/A		$	173,480			$	93,338				$   196,380				$     63,536				$  62,120			$	900,854
			2011				303,000			N/A			96,400				76,720				239,860				35,132				43,085				794,197
Robert F. Steel																																					2014			$	236,647			N/A		$	121,525			$	107,900				$     32,266				N/A				$781,676			$	1,280,014
Former Vice President and President, KA Steel																																					2013			$	367,694			N/A		$	130,450			$	84,600				$     88,875				N/A				$    6,757			$	678,376
																																					2012			$	127,500			N/A		$	2,136,000				—				$     58,750				N/A				$  12,391			$	2,334,641
Kenneth A. Steel, Jr.																																					2014			$	232,116			N/A			—				—				$     16,947				N/A				$782,410			$	1,031,473
Former Vice President and Executive Vice President, KA Steel																																					2013			$	357,854			N/A			—				—				$     70,500				N/A				$    6,495			$	434,849
																																					2012			$	127,500			N/A		$	2,136,000				—				$     58,750				N/A				$  12,608			$	2,334,858

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(1)

The NEOs were not entitled to receive payments which would be characterized as “Bonus” payments. Annual cash incentive payments under the SMICP appear in column (g). Each of the NEOs (other than Messrs. R. Steel and K. Steel) has one or more agreements that provide for certain severance benefits (including additional benefits in the event of a “change in control”). The provisions of those agreements are described in more detail under the section entitled “Potential Payments Upon Termination or Change in Control.”

(2)

Represents the aggregate grant date fair value of equity awards granted in that year (performance shares and restricted stock units in column (e) and options in column (f)), in each case calculated in accordance with ASC Topic 718. Please see the notes entitled “Stock-Based Compensation” and “Accounting Policies—Stock-Based Compensation” in the notes to our audited financial statements included in our annual report on Form 10-K for the fiscal year in which the award was granted for a discussion of the assumptions underlying these calculations. The performance share amounts in column (e) are calculated based on a payout equal to 100% of the target level for awards made in 2011, 2012, 2013 and 2013.2014.

Set forth below are the amounts that would have been included for performance share awards (as well as the total amount in column (e)), if the grant date fair value had been based on the highest level of performance (for a payout equal to 150% of the target level).

 

NEO		2013				2012				2011
Joseph D. Rupp		$	2,935,125			$	2,634,728			$	2,024,400
John E. Fischer		$	782,700			$	715,605			$	578,400
John L. McIntosh		$	743,565			$	650,550			$	433,800
George H. Pain		$	547,890			$	487,913			$	433,800
Frank W. Chirumbole		$	391,350			$	260,220			$	144,600

NEO

2014 Performance Share / Total

2013 Performance Share / Total

2012 Performance Share / Total

Joseph D. Rupp

$2,369,738 / $2,369,738

$2,935,125 / $2,935,125

$2,634,728 / $2,634,728

Todd A. Slater

$      109,373 / $219,973

$      156,540 / $156,540

$      130,110 / $130,110

John E. Fischer

$      619,778 / $697,198

$      782,700 / $782,700

$      715,605 / $715,605

John L. McIntosh

$      619,778 / $619,778

$      743,565 / $743,565

$      650,550 / $650,550

George H. Pain

$      437,490 / $437,490

$      547,890 / $547,890

$      487,913 / $487,913

Frank W. Chirumbole

$      291,660 / $291,660

$      391,350 / $391,350

$      260,220 / $260,220

Robert F. Steel

$      182,288 / $182,288

$      195,675 / $195,675

$           —   / $2,136,000

Kenneth A. Steel, Jr.

—   / —

—   / —

$           —   / $2,136,000

(3)	Amounts listed in this column were determined by the committee under our SMICP.

 

36

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(4)	Amounts reported in this column represent the total increase in the present value of the pension benefits during the applicable year under all of our defined benefit pension plans, and are comprised of the following items:

 

Increase in Present Value of Pension Benefit Under:
Increase in Present Value of Pension Benefit(a) Under:																	Increase in Present Value of Pension Benefit(a) Under:
NEO																		Year				Qualified Plan				Supplemental Plan				Senior Plan
		Year				Qualified Plan				Supplemental Plan				Senior Plan
Joseph D. Rupp			2013				$(114,027	)			$(863,644	)			$       —	*			2014				$   79,740				$ 455,424				—	(b)
																			2013				$(114,027	)			$(863,644	)			—	(b)
																			2012				$ 140,193				$ 918,708				—	(b)
Todd A. Slater																			2014				$   27,491				$   11,023				$   2,429
			2012				$ 140,193				$ 918,708				$       —	*			2013				$    (9,986	)			$    (6,173	)			$  (1,360	)
			2011				$ 151,184				$ 877,964				$       —	*			2012				$   28,913				$   13,236				$   2,917
John E. Fischer			2013				$  (27,567	)			$  (82,946	)			$(14,951	)			2014				$ 124,651				$ 205,642				$ 37,785
			2012				$ 136,221				$ 250,495				$ 45,152				2013				$  (27,567	)			$  (82,946	)			$(14,951	)
			2011				$   85,881				$ 139,734				$ 24,696				2012				$ 136,221				$ 250,495				$ 45,152
John L. McIntosh			2013				$  (31,179	)			$(102,448	)			$(12,619	)			2014				$ 161,559				$ 274,701				$ 33,835
			2012				$ 177,572				$ 335,257				$ 41,293				2013				$  (31,179	)			$(102,448	)			$(12,619	)
			2011				$ 115,866				$ 194,450				$ 23,950				2012				$ 177,572				$ 335,257				$ 41,293
George H. Pain			2013				$  (67,054	)			$(134,905	)			$(57,389	)			2014				$   48,516				$   73,796				$ 32,855
			2012				$ 111,736				$ 190,871				$ 76,629				2013				$  (67,054	)			$(134,905	)			$(57,389	)
			2011				$   86,354				$ 133,096				$ 50,336				2012				$ 111,736				$ 190,871				$ 76,629
Frank W. Chirumbole			2013				$    (9,876	)			$    (9,785	)			$       —	**			2014				$   35,512				$   21,070				—	(c)
			2012				$   38,121				$   25,415				$       —	**			2013				$    (9,876	)			$    (9,785	)			—	(c)
			2011				$   22,178				$   12,954				$       —	**			2012				$   38,121				$   25,415				—	(c)

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(a) Messrs. R. Steel and K. Steel are not eligible for pension benefits and so are not listed in the table.

(b) There was no change in the present value of Mr. Rupp’s pension benefit under the Senior Plan.

(c) Mr. Chirumbole was not eligible for pension benefits under the Senior Plan.

 

*

There was no change in the present value of Mr. Rupp’s pension benefit under the Senior Plan.

**

Mr. Chirumbole is not eligible for pension benefits under the Senior Plan.

Changes in the present value of pension benefits are determined using the assumptions we use for financial reporting purposes and represent changes in assumptions and the fact that each NEO is one year older, rather than any change in the NEO’s accrued pension benefit. For December 31, 2011 the discount rate was 4.9% for the Qualified Plan and 4.2% for the Supplemental and Senior Plans. For December 31, 2012, the discount rate was 3.9% for the Qualified Plan and 3.2% for the Supplemental and Senior Plans. For December 31, 2013, the discount rate was 4.5% for the Qualified Plan and 3.9% for the Supplemental and Senior Plans. For 2011, we usedDecember 31, 2014, the RP2000 Mortality Table with 11 years of projected mortality improvementsdiscount rate was 3.9% for the Qualified Plan and 3.4% for the Supplemental and Senior Plans. For 2012, we used the RP2000 Mortality Table with 12 years of projected mortality improvements. Forimprovements and for 2013, we used the RP2000 Mortality Table with 13 years of projected mortality improvements. For 2014, we used the RP2014 Blue Collar Mortality Tables for Annuitants and Employees, with the Social Security Administration – 2014 Intermediate Cost Projections Mortality Improvement Scale. Please see the note entitled “Pension Plans and Retirement Benefits” in the notes to our audited financial statements included in our 20132014 annual report on Form 10-K for a discussion of these assumptions. The values shown in the table are due exclusively to the change of assumptions and the fact that each executive is one year older, and is not driven at all by any change in the retirement benefit itself. For 2013,2014, the discount rates used to determine the present values of the pension benefits were higherlower than in 20122013 resulting in a decreasean increase in the present values under each of the three plans.

To determine the change in the present value of the pension benefits under these plans, for Messrs. Slater, Fischer, McIntosh and Chirumbole, we used age 62, the first age at which unreduced pension benefits are payable under the Qualified Plan, the Supplemental Plan and the Senior Plan. For Messrs. Rupp and Pain, who are eligible for unreduced pension benefits under the Qualified Plan, the Supplemental Plan and the Senior Plan, we used their actual ages at December 31, 2013.2014.

 

Generally, the Senior Plan provides a 50% benefit to the executive’s surviving spouse (which we refer to as a “joint and survivorship benefit”) without an actuarial reduction in payments during the executive’s lifetime. An executive also can elect to have payments under the Qualified Plan and the Supplemental Plan extend for the remainder of his or her spouse’s lifetime, but such an election results in an actuarial reduction to benefits paid under those plans. Benefits paid from the Senior Plan are increased by the amount of the actuarial reduction under the Qualified Plan and the Supplemental Plan for a 50% joint and survivorship benefit. In accordance with the SEC regulations, the pension benefits in the Summary Compensation Table reflect benefits payable in the form of a single life annuity payable only during the life of the executive, and do not reflect any joint and survivorship benefit.

 

37

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(5)	Amounts reported in this column for 20132014 are comprised of the following items:

 

Executive Officer		Life Insurance Premiums (a)				CEOP/Supplemental CEOP – Retirement Account (b)				Perquisites and other Personal Benefits
Joseph D. Rupp			$52,521				$182,250				$800
John E. Fischer			$19,899				$  77,110				$800
John L. McIntosh			$16,830				$  73,688				$800
George H. Pain			$18,684				$  66,128				$800
Frank W. Chirumbole			$10,820				$  50,141				$800

Executive Officer		Life Insurance Premiums (a)				CEOP/Supplemental CEOP–Retirement Account (b)				Perquisites and other Personal Benefits (a)				Stock Payment (c)				Total
Joseph D. Rupp			$53,492				$169,650				$   800				—			$	223,942
Todd A. Slater			$  8,614				$  43,090				$   800				—			$	52,504
John E. Fischer			$20,616				$  77,480				$   800				—			$	98,896
John L. McIntosh			$18,494				$  72,435				$   800				—			$	91,729
George H. Pain			$21,321				$  63,873				$   800				—			$	85,994
Frank W. Chirumbole			$11,146				$  50,295				$   800				—			$	62,241
Robert F. Steel			$     777				$    9,450				$   800				$770,649			$	781,676
Kenneth A. Steel, Jr.			$     761				$    9,348				$1,652				$770,649			$	782,410

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(a)

The key executive life insurance program consists of three types of benefits: active employee life insurance, retiree life insurance and survivor income benefits. At the executive’s option, the survivor income benefit may be exchanged for additional cash value. The amounts shown represent the total premiums we paid in 20132014 for the benefits under the programs.programs, and for Mr. K. Steel, a car allowance for a portion of 2014 in the amount of $852. Messrs. R. Steel and K. Steel participated in Olin’s life insurance program and did not participate in the key executive life insurance program.

(b)

The amounts shown represent Olin’s contributions of a total of 7.5% of the individual’s eligible compensation to the Retirement Account portion of the CEOP and Supplemental CEOP, as well as amounts of Olin matching contributions to the CEOP and the Supplemental CEOP during 2013.2014. The amounts shown for Messrs. R. Steel and K. Steel represent the company matching contributions.

(c)

The amounts shown represent the payout of performance-based restricted stock made to Messrs. R. Steel and K. Steel in connection with the termination of their employment.

To show the effect that the year-over-year change in pension value had on total reported compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Without Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value is subject to many external variables, such as discount rates, that are not related to Olin performance. Therefore, we do not believe a year-over-year change in pension value is helpful in evaluating compensation for comparative purposes and instead, believe shareholders may find the accumulated pension benefits in the Pension Benefits table on pages 50-51 a more useful calculation of the pension benefits provided to the NEOs.

2014
Name and Principal Position		Salary				Stock Awards				Option Awards				Non-equity Incentive Plan Compen- sation				Change in Pension Value and Non-Qualified Deferred Compensation Earnings				All Other Compen- sation				Total				Total Without Change in Pension Value*
Joseph D. Rupp		$	930,000			$	1,579,825			$	1,494,000				$757,000				$535,164			$	223,942			$	5,519,931			$	4,984,767
Chairman and CEO
Todd A. Slater		$	337,008			$	183,515			$	218,380				$208,175				$  40,943			$	52,504			$	1,040,525			$	999,582
Vice President and CFO
John E. Fischer		$	501,336			$	490,605			$	503,466				$320,211				$368,078			$	98,896			$	2,282,592			$	1,914,514
President and COO
John L. McIntosh		$	467,004			$	413,185			$	390,100				$258,894				$470,095			$	91,729			$	2,091,007			$	1,620,912
Senior Vice President, Chemicals
George H. Pain		$	441,000			$	291,660			$	265,600				$209,689				$155,167			$	85,994			$	1,449,110			$	1,293,943
Senior Vice President, General Counsel and Secretary
Frank W. Chirumbole		$	348,000			$	194,440			$	190,900				$126,050				$  56,582			$	62,241			$	978,213			$	921,631
Vice President and President, Chlor Alkali Products
Robert F. Steel		$	236,647			$	121,525			$	107,900				$  32,266				—			$	781,676			$	1,280,014			$	1,280,014
Former Vice President and President, KA Steel
Kenneth A. Steel, Jr.		$	232,116				—				—				$  16,947				—			$	782,410			$	1,031,473			$	1,031,473
Former Vice President and Executive Vice President, KA Steel

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*

Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column (but including the nonqualified deferred compensation earnings reported in that column, if any).

The above table is not a substitute for the information disclosed in the Summary Compensation Table and related footnotes, which begin on page 42. See the notes accompanying that Summary Compensation Table for more information.

 

GRANTS OF PLAN-BASED AWARDSGrants of Plan-Based Awards

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Name (a)		Grant Date (b)				Compen- sation Committee Meeting Date				Estimated Future Payouts Under Non-equity Incentive Plan Awards (1)										Estimated Future Payouts Under Equity Incentive Plan Awards (2)												All Other Stock Awards: Number of Shares of Stock or Units (#) (i)				All Other Option Awards: Number of Securities Underlying Options (#) (4) (j)				Exercise or Base Price of Option Awards ($/Share) (4) (k)				Grant Date Fair Value of Stock and Option Awards (5) (l)
										Thres- hold ($) (c)		Target ($) (d)				Maximum ($) (3) (e)				Threshold (#) (f)				Target (#) (3) (g)				Maxi- mum (#) (h)
Joseph D. Rupp			02/10/14				01/24/14			—		$	1,000,000			$	1,860,000
			02/10/14				01/24/14														16,250				65,000				97,500															$	2,369,738
			02/10/14				01/24/14																														180,000				$25.57			$	1,494,000
Todd A. Slater			02/10/14				01/24/14			—		$	275,000			$	740,016
			02/10/14				01/24/14														750				3,000				4,500															$	109,373
			02/10/14				01/24/14																														9,000				$25.57			$	74,700
			05/05/14				05/04/14																														16,000				$27.65			$	143,680
			05/05/14				05/04/14																										4,000											$	110,600
John E. Fischer			02/10/14				01/24/14			—		$	423,000			$	1,020,000
			02/10/14				01/24/14														4,250				17,000				25,500															$	619,778
			02/10/14				01/24/14																														48,000				$25.57			$	398,400
			05/05/14				05/04/14																														11,700				$27.65			$	105,066
			05/05/14				05/04/14																										2,800											$	77,420
John L. McIntosh			02/10/14				01/24/14			—		$	342,000			$	934,008
			02/10/14				01/24/14														4,250				17,000				25,500															$	619,778
			02/10/14				01/24/14																														47,000				$25.57			$	390,100
George H. Pain			02/10/14				01/24/14			—		$	277,000			$	882,000
			02/10/14				01/24/14														3,000				12,000				18,000															$	437,490
			02/10/14				01/24/14																														32,000				$25.57			$	265,600
Frank W. Chirumbole			02/10/14				01/24/14			—		$	200,000			$	696,000
			02/10/14				01/24/14														2,000				8,000				12,000															$	291,660
			02/10/14				01/24/14																														23,000				$25.57			$	190,900
Robert F. Steel			02/10/14				01/24/14			—		$	155,000	*		$	734,016	*
			02/10/14				01/24/14														1,250				5,000	*			7,500															$	182,288
			02/10/14				01/24/14																														13,000				$25.57			$	107,900
Kenneth A. Steel, Jr.			02/10/14				01/24/14			—		$	155,000	*		$	720,000	*

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*Subject to pro-ration based on the number of months worked for Olin.

 

Name (a)		Grant Date (b)				Compen- sation Committee Meeting Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)												Estimated Future Payouts Under Equity Incentive Plan Awards (2)												All Other Stock Awards: Number of Shares of Stock or Units (#) (i)		All Other Option Awards: Number of Securities Under- lying Options (#) (3) (j)				Exercise or Base Price of Option Awards ($/ Share) (3) (k)				Grant Date Fair Value of Stock and Option Awards (4) (l)
										Thresh- old ($) (c)				Target ($) (d)				Maximum ($) (e)				Thresh- old (#) (f)				Target (#) (g)				Maxi- mum (#) (h)
Joseph D. Rupp			2/11/13				1/25/13				—			$	1,000,000			$	1,860,000
			2/11/13				1/25/13																18,750				75,000				112,500													$	2,935,125
			2/11/13				1/25/13																														184,000			$	23.28			$	1,297,200
John E. Fischer			2/11/13				1/25/13				—			$	345,000			$	940,008
			2/11/13				1/25/13																5,000				20,000				30,000													$	782,700
			2/11/13				1/25/13																														49,000			$	23.28			$	345,450
John L. McIntosh			2/11/13				1/25/13				—			$	325,000			$	900,000
			2/11/13				1/25/13																4,750				19,000				28,500													$	743,565
			2/11/13				1/25/13																														47,000			$	23.28			$	331,350
George H. Pain			2/11/13				1/25/13				—			$	244,000	*		$	850,008
			2/11/13				1/25/13																3,500				14,000				21,000													$	547,890
			2/11/13				1/25/13																														34,000			$	23.28			$	239,700
Frank W. Chirumbole			2/11/13				1/25/13				—			$	193,000	*		$	676,008
			2/11/13				1/25/13																2,500				10,000				15,000													$	391,350
			2/11/13				1/25/13																														24,000			$	23.28			$	169,200

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(1)

Amounts in these columns represent the potential annual cash incentives established in early 20132014 under our SMICP. Actual amounts were determined and paid in early 20142015 and are included under column (g) in the Summary Compensation Table above.Table. We discuss the SMICP and our annual incentive program under the heading “Compensation Discussion“COMPENSATION DISCUSSION AND ANALYSIS—What We Pay and Analysis—Why: Elements of Compensation” above..

(2)

Numbers in these columns represent awards of performance shares under our Performance Share Program described below. The amounts in column (f) reflect the minimum performance shares awarded (25% of the target amounts in column (g)). The amounts in column (h) represent 150% of the target amounts, the maximum payout of the performance shares.

(3)	For Messrs. Robert and Kenneth Steel, subject to pro-ration based on the number of months worked for Olin.

(4)

Numbers in these columns for all NEOs represent non-qualified stock options granted under our long-term incentive plans, vesting in three equal annual installments, beginning on the first anniversary of the grant date. The market closing price on the grant date was $23.22,$25.49, while the options were granted with an option exercise price equal to the average of the high and low sale prices of our common stock on the grant date ($23.28)25.57). Option awards are determined on the first regularly-scheduled compensation committee meeting date in a calendar year (in 2013,2014, January 25, 2013)24, 2014). In recent years, committee meetings have been held before (or shortly after) the time we issued our year endyear-end earnings press release, and so the option awards became effective on a later date (February 1110 for 20132014 grants), approximately 10 days after our earnings release. The effective date of the option grants has always occurred on or after the meeting date, and we have never engaged in “back dating” practices. In addition, Messrs. Fischer and Slater received one-time stock option awards on May 5, 2014, in connection with their promotions. The option exercise price of $27.65 represents the average of the high and low sale prices of our common stock on the grant date, and the market closing price on that date was $27.88.

 

38

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(4)(5)

Amounts in this column (i) assume payment of performance shares at the maximum level and (ii) value options using the Black-Scholes value calculated for financial statement reporting purposes in accordance with ASC Topic 718. Please see the note entitled “Stock-Based Compensation” in the notes to our audited financial statements included in our 20132014 annual report on Form 10-K for a discussion of the assumptions underlying these calculations.

 

Stock Options

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Annually, we grant options to purchase shares of our common stock to a group of key employees, including our executive officers. We describe our stock option program in more detail above under the heading “Compensation Discussion and Analysis—Long Term“COMPENSATION DISCUSSION AND ANALYSIS—Long-Term Incentive (Equity) Compensation,” and “—Stock Options.” All options granted in 20132014 were non-qualified options vesting in three equal annual installments beginning on the first anniversary of the grant date. The options generally may be exercised until ten10 years after the grant date (but the exercise period may end earlier based on the termination of the participant’s employment).

 

The committee grants options with an exercise price equal to the average of the high and low prices on the grant effective date. All of our equity plans specifically prohibit repricing, and, except for certain anti-dilution adjustments, other adjustments to the exercise price. We discuss the timing of our option grants above under the heading “Compensation Discussion and Analysis—“COMPENSATION DISCUSSION AND ANALYSIS—Long-Term Incentive (Equity) Compensation—Stock Options” above.. Our plans and our policies do not permit any “back dating” of options.

 

Performance Shares

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Each NEO and certain other key employees received a target number of performance shares in early 2013,2014, which vest at the end of 2015.2016. The total number of performance shares that vest may vary between 25% and 150% of the target number, based on our average annual return on capital for the three years ending December 31, 2015,2016, in relation to the average annual return on capital among the Performance Share Comparison Group for that period. The chart included in the discussion of performance share awards in the “Compensation Discussion and Analysis” above sets forth this relationship in more detail. Vested performance shares are paid approximately half in cash and half in stock. No dividends or dividend equivalents are paid on unvested performance shares.

39

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOutstanding Equity Awards at Fiscal Year-End

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		Option Awards																				Stock Awards																Option Awards																				Stock Awards
Name (a)		Number of Securities Underlying Unexercised Options (#) Exercisable (b)				Number of Securities Underlying Unexercised Options (#) Unexercisable (c)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)				Option Exercise Price ($) (e)				Option Expiration Date (f)				Number of Shares or Units of Stock That Have Not Vested (#) (g)				Market Value of Shares or Units of Stock That Have Not Vested ($) (h)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) (i)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) (j)				Number of Securities Underlying Unexercised Options (#) Exercisable (b)				Number of Securities Underlying Unexercised Options (#) Unexercisable (c)				Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)				Option Exercise Price ($) (e)				Option Expiration Date (f)				Number of Shares or Units of Stock That Have Not Vested (#) (5) (g)				Market Value of Shares or Units of Stock That Have Not Vested ($) (5) (h)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (6) (i)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (6) (j)
Joseph D. Rupp			—				—				—				—				—				—				—				75,000			$	2,163,750				—				—				—				—				—				—				—				65,000			$	1,480,050
			—				—				—				—				—				—				—				81,000			$	2,336,850				—				—				—				—				—				—				—				75,000			$	1,707,750
			—				184,000	(1)			—			$	23.28				2/10/23				—				—				—				—				—				180,000	(1)			—				$25.57				02/09/24				—				—				—				—
			49,500				99,000	(2)			—			$	21.92				2/09/22				—				—				—				—				61,334				122,666	(2)			—				$23.28				02/10/23				—				—				—				—
			112,667				56,333	(3)			—			$	18.78				2/11/21				—				—				—				—				99,000				49,500	(3)			—				$21.92				02/09/22				—				—				—				—
			266,250				—				—			$	15.68				2/04/20				—				—				—				—				169,000				—				—				$18.78				02/11/21				—				—				—				—
			268,750				—				—			$	14.28				2/05/19				—				—				—				—				266,250				—				—				$15.68				02/04/20				—				—				—				—
			170,250				—				—			$	20.29				2/07/18				—				—				—				—				268,750				—				—				$14.28				02/05/19				—				—				—				—
			179,250				—				—			$	16.52				2/12/17				—				—				—				—				170,250				—				—				$20.29				02/06/18				—				—				—				—
			157,000				—				—			$	20.68				2/08/16				—				—				—				—				179,250				—				—				$16.52				02/12/17				—				—				—				—
			102,250				—				—			$	23.78				2/09/15				—				—				—				—				157,000				—				—				$20.68				02/08/16				—				—				—				—
			76,700				—				—			$	18.52				2/11/14				—				—				—				—
Todd A. Slater																																							—				—				—				—				—				—				—				3,000			$	68,310
																																							—				—				—				—				—				—				—				4,000			$	91,080
																																							—				—				—				—				—				4,000			$	91,080				—				—
																																											16,000	(4)			—				$27.65				05/04/24				—				—				—				—
																																											9,000	(1)			—				$25.57				02/09/24				—				—				—				—
																																							3,334				6,666	(2)			—				$23.28				02/10/23				—				—				—				—
																																							5,500				2,750	(3)			—				$21.92				02/09/22				—				—				—				—
																																							13,000				—				—				$18.78				02/11/21				—				—				—				—
																																							16,250				—				—				$15.68				02/04/20				—				—				—				—
																																							16,250				—				—				$14.28				02/05/19				—				—				—				—
																																							10,500				—				—				$20.29				02/06/18				—				—				—				—
																																							13,500				—				—				$16.52				02/12/17				—				—				—				—
																																							14,000				—				—				$20.68				02/08/16				—				—				—				—
John E. Fischer			—				—				—				—				—				—				—				20,000			$	577,000				—				—				—				—				—				—				—				17,000			$	387,090
																																							—				—				—				—				—				—				—				20,000			$	455,400
																																							—				—				—				—				—				2,800			$	63,756				—				—
			—				—				—				—				—				—				—				22,000			$	634,700								11,700	(4)			—				$27.65				05/04/24				—				—				—				—
			—				49,000	(1)			—			$	23.28				2/10/23				—				—				—				—								48,000	(1)			—				$25.57				02/09/24				—				—				—				—
			13,500				27,000	(2)			—			$	21.92				2/09/22				—				—				—				—				16,334				32,666	(2)			—				$23.28				02/10/23				—				—				—				—
			36,000				18,000	(3)			—			$	18.78				2/11/21				—				—				—				—				27,000				13,500	(3)			—				$21.92				02/09/22				—				—				—				—
			45,833				—				—			$	15.68				2/04/20				—				—				—				—				54,000								—				$18.78				02/11/21				—				—				—				—
			17,667				—				—			$	14.28				2/05/19				—				—				—				—				45,833				—				—				$15.68				02/04/20				—				—				—				—
			35,250				—				—			$	20.29				2/07/18				—				—				—				—				17,667				—				—				$14.28				02/05/19				—				—				—				—
			42,000				—				—			$	20.68				2/08/16				—				—				—				—				35,250				—				—				$20.29				02/06/18				—				—				—				—
			26,575				—				—			$	23.78				2/09/15				—				—				—				—				42,000				—				—				$20.68				02/08/16
John L. McIntosh			—				—				—				—				—				—				—				19,000			$	548,150				—				—				—				—				—				—				—				17,000			$	387,090
			—				—				—				—				—				—				—				20,000			$	577,000				—				—				—				—				—				—				—				19,000			$	432,630
			—				47,000	(1)			—			$	23.28				2/10/23				—				—				—				—				—				47,000	(1)			—				$25.57				02/09/24				—				—				—				—
			12,250				24,500	(2)			—			$	21.92				2/09/22				—				—				—				—				15,667				31,333	(2)			—				$23.28				02/10/23				—				—				—				—
			28,000				14,000	(3)			—			$	18.78				2/11/21				—				—				—				—				24,500				12,250	(3)			—				$21.92				02/09/22				—				—				—				—
			43,750				—				—			$	15.68				2/04/20				—				—				—				—				42,000				—				—				$18.78				02/11/21				—				—				—				—
			8,750				—				—			$	14.28				2/05/19				—				—				—				—				43,750				—				—				$15.68				02/04/20				—				—				—				—
			24,000				—				—			$	20.29				2/07/18				—				—				—				—				8,750				—				—				$14.28				02/05/19				—				—				—				—
			1,250				—				—			$	16.52				2/12/17				—				—				—				—				24,000				—				—				$20.29				02/06/18				—				—				—				—
			30,000				—				—			$	20.68				2/08/16				—				—				—				—				1,250				—				—				$16.52				02/12/17				—				—				—				—
			23,000				—				—			$	23.78				2/09/15				—				—				—				—				30,000				—				—				$20.68				02/08/16				—				—				—				—
George H. Pain			—				—				—				—				—				—				—				14,000			$	403,900				—				—				—				—				—				—				—				12,000			$	273,240
			—				—				—				—				—				—				—				15,000			$	432,750				—				—				—				—				—				—				—				14,000			$	318,780
			—				34,000	(1)			—			$	23.28				2/10/23				—				—				—				—				—				32,000	(1)			—				$25.57				02/09/24				—				—				—				—
			9,250				18,500	(2)			—			$	21.92				2/09/22				—				—				—				—				11,334				22,666	(2)			—				$23.28				02/10/23				—				—				—				—
			27,333				13,667	(3)			—			$	18.78				2/11/21				—				—				—				—				18,500				9,250	(3)			—				$21.92				02/09/22				—				—				—				—
			33,000				—				—			$	20.29				2/07/18				—				—				—				—				41,000				—				—				$18.78				02/11/21				—				—				—				—
			12,667				—				—			$	20.68				2/08/16				—				—				—				—				33,000				—				—				$20.29				02/06/18				—				—				—				—
																																							12,667				—				—				$20.68				02/08/16				—				—				—				—
Frank W. Chirumbole			—				—				—				—				—				—				—				10,000			$	288,500
			—				—				—				—				—				—				—				8,000			$	230,800
			—				24,000	(1)			—			$	23.28				2/10/23				—				—				—				—
			4,750				9,500	(2)			—			$	21.92				2/09/22				—				—				—				—
			9,333				4,667	(3)			—			$	18.78				2/11/21				—				—				—				—
			12,500				—				—			$	15.68				2/04/20				—				—				—				—
			12,500				—				—			$	14.28				2/05/19				—				—				—				—
			7,500				—				—			$	20.29				2/07/18				—				—				—				—
			10,250				—				—			$	16.52				2/12/17				—				—				—				—
			11,775				—				—			$	20.68				2/08/16				—				—				—				—
			9,200				—				—			$	23.78				2/09/15				—				—				—				—

		Option Awards										Stock Awards
Name (a)		Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)		Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (5) (g)		Market Value of Shares or Units of Stock That Have Not Vested ($) (5) (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (6) (i)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (6) (j)
Frank W. Chirumbole		—		—		—		—		—		—		—		8,000		$182,160
		—		—		—		—		—		—		—		10,000		$227,700
		—		23,000(1)		—		$25.57		02/09/24		—		—		—		—
		8,000		16,000(2)		—		$23.28		02/10/23		—		—		—		—
		9,500		4,750(3)		—		$21.92		02/09/22		—		—		—		—
		14,000		—		—		$18.78		02/11/21		—		—		—		—
		12,500		—		—		$15.68		02/04/20		—		—		—		—
		12,500		—		—		$14.28		02/05/19		—		—		—		—
		7,500		—		—		$20.29		02/06/18		—		—		—		—
		10,250		—		—		$16.52		02/12/17		—		—		—		—
		11,775		—		—		$20.68		02/08/16		—		—		—		—
		9,200		—		—		$23.78		02/09/15		—		—		—		—
Robert F. Steel		—		—		—		—		—		—		—		5,000		$113,850
		—		—		—		—		—		—		—		5,000		$113,850
		4,000		—		—		$23.28		08/22/15		—		—		—		—
Kenneth A. Steel, Jr.		—		—		—		—		—		—		—		—		—

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(1)	The options vest in three annual equal installments beginning February 10, 2014.2015.

(2)	The options vest in three annual equal installments beginning February 11, 2014, so the first installment has vested.

(3)	The options vest in three annual equal installments beginning February 10, 2013, so the first installment hastwo installments have vested.

(3)(4)

The option vestsoptions vest in three annual equal installments beginning February 11, 2012, so two installments have vested.May 5, 2015.

(4)(5)

Represents the number of shares of unvested restricted stock, and the entire value of allsuch awards based on the December 31, 2014 closing price of our common stock of $22.77.

(6)	Represents the number of unvested performance shares and the value of such performance shares based on the December 31, 20132014 closing price of our common stock of $28.85.$22.77. Vested shares will be paid approximately half in cash and half in stock.

 

40

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OPTION EXERCISES AND STOCK VESTEDOption Exercises and Stock Vested

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		Option Awards								Stock Awards								Option Awards								Stock Awards
Name (a)		Number of Shares Acquired on Exercise (#) (b)				Value Realized on Exercise ($) (c) (1)				Number of Shares Acquired on Vesting (#) (d)  (2)				Value Realized on Vesting ($) (e) (3)				Number of Shares Acquired on Exercise (#) (b)				Value Realized on Exercise ($) (c) (1)				Number of Shares Acquired on Vesting (#) (d) (2)				Value Realized on Vesting ($) (e) (3)
Joseph D. Rupp			75,000				$624,750				41,500			$	951,595				178,950				$683,884				35,000				$953,050
Todd A. Slater																			10,225				$  14,929				2,000				$  54,460
John E. Fischer			5,250				$  46,935				23,833			$	589,451				26,575				$  40,128				10,000				$272,300
John L. McIntosh			60,000				$522,350				13,167			$	323,401				23,000				$  54,050				7,500				$204,225
George H. Pain			51,249				$410,334				21,333			$	532,126				—				—				7,500				$204,225
Frank W. Chirumbole			9,200				$  47,472				5,333			$	133,025				—				—				2,500				$  68,075
Robert F. Steel																			—				—				27,450				$770,649
Kenneth A. Steel, Jr.																			—				—				27,450				$770,649

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(1)

The amounts in column (c) above represent the difference between the closing market price of the underlying shares on the exercise date and the option exercise price, multiplied by the number of shares subject to the option exercise. Messrs. Rupp, Slater and Fischer retained 75,000178,950, 10,225 and 5,250,26,575, respectively, of the shares issued on exercise, so their actual cash value realized was less than the amount shown above.

(2)

The For all NEOs other than Messrs. R. Steel and K. Steel, the shares listed in column (d) above represent (i) performance shares paid in the summer of 20132014 (vested based on our performance for the three years ended December 31, 2012)2013) under a performance share award made in early 20102011. For Messrs. R. Steel and (ii)K. Steel, represents shares of performance-based restricted stock grantedpaid in 2010 and vested in 2013 (includingconnection with termination of their employment (net shares delivered in payment of income tax withholding amounts)after 7,755 shares withheld for taxes were 19,695).

(3)

Performance shares are paid approximately half in cash and half in stock. The cash portion of the performance shares payment was based on the fair market value of the shares as of December 31, 20122014 ($21.45)23.04), and dollar amounts listed in column (e) above for the stock portion of the payment of performance shares are based on the average of the high and low sales prices for our common stock as of August 21, 2013,27, 2014, the date the shares were issued ($22.93)27.23). Of the total performance shares included in column (d) above, 25% vested automatically (25% of the target performance share award). The remaining performance shares vested based on our average annual return on capital for the three-year period ended December 31, 2012,2014, compared to that of the Performance Share Comparison Group. We describe our performance share program in more detail in our “Compensation Discussion“COMPENSATION DISCUSSION AND ANALYSIS—What We Pay and Analysis–Why: Elements of Compensation” and in the text following the table entitled “Grants of Plan-Based Awards.”

 

PENSION BENEFITSPension Benefits

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The following table below shows the present value of the benefits under each of the pension plans as of December 31, 20132014 for each NEO.NEO (other than Messrs. R. Steel and K. Steel, whose employment terminated before that date and were not eligible to participate in these plans). The present values are calculated using:

 

·

the executive’s average compensation (salary and annual incentive, and specific inclusions and exclusions that vary by plan) for the three highest years out of the last ten10 years of employment through December 31, 2007,

 

·

years of creditable service under each of the plans as of December 31, 2007,

 

·

age 62, the first age at which unreduced pension benefits are payable under each of the pension plans, for Messrs. Slater, Fischer, McIntosh and Chirumbole. ForChirumbole, and for Messrs. Rupp and Pain, who arewere eligible for unreduced pension benefits we used their ages on December 31, 2013,2014, and

 

·

the assumptions we used for financial reporting as of December 31, 2013,2014, including a 4.5%3.9% discount rate for the Qualified Plan and a 3.9%3.4% discount rate for the Supplemental and Senior Plans and the RP2000RP2014 Blue Collar Mortality TableTables for Annuitants and Employees, with 13 years of projected mortality improvements.the Social Security Administration – 2014 Intermediate Cost Projections Mortality Improvement Scale.

Please see the note entitled “Pension Plans—Pension Plan Assumptions” in the notes to our audited financial statements included in our 20132014 annual report on Form 10-K for a discussion of these assumptions.

 

41

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Name (a)		Plan Name (b) (1)		Number of Years Credited Service (#) (c) (2)				Present Value of Accumulated Benefit ($) (d) (3)				Payments During Last Fiscal Year ($) (e)				Plan Name (b) (1)		Number of Years Credited Service (#) (c) (2)				Present Value of Accumulated Benefit ($) (d) (3)				Payments During Last Fiscal Year ($) (e)
Joseph D. Rupp		Qualified Plan			35.00			$	1,384,421				—			Qualified Plan			35.00			$	1,464,161			—
		Supplemental Plan			35.00			$	8,914,217				—			Supplemental Plan			35.00			$	9,369,641			—
		Senior Plan			21.50			$	—				—			Senior Plan			21.50
Todd A. Slater																Qualified Plan			5.00			$	140,517			—
																Supplemental Plan			5.00			$	61,431			—
																Senior Plan			2.58			$	13,538			—
John E. Fischer		Qualified Plan			23.58			$	779,288				—			Qualified Plan			23.58			$	903,939			—
		Supplemental Plan			23.58			$	1,415,625				—			Supplemental Plan			23.58			$	1,621,267			—
		Senior Plan			3.08			$	255,167				—			Senior Plan			3.08			$	292,952			—
John L. McIntosh		Qualified Plan			30.58			$	1,077,543				—			Qualified Plan			30.58			$	1,239,102			—
		Supplemental Plan			30.58			$	2,013,941				—			Supplemental Plan			30.58			$	2,288,642			—
		Senior Plan			8.92			$	248,052				—			Senior Plan			8.92			$	281,886			—
George H. Pain		Qualified Plan			21.75			$	810,242				—			Qualified Plan			21.75			$	858,758			—
		Supplemental Plan			21.75			$	1,383,619				—			Supplemental Plan			21.75			$	1,457,415			—
		Senior Plan			5.75			$	552,253				—			Senior Plan			5.75			$	585,108			—
Frank W. Chirumbole		Qualified Plan			6.50			$	190,298				—			Qualified Plan			6.5			$	225,810			—
		Supplemental Plan			6.50			$	124,718				—			Supplemental Plan			6.5			$	145,788			—
		Senior Plan			N/A				N/A				N/A			Senior Plan			N/A				N/A			N/A

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(1)	The Qualified Plan is the Olin Corporation EmployeesEmployees’ Pension Plan, the Supplemental Plan is the Olin Supplementary and Deferral Benefit Pension Plan, and the Senior Plan is the Olin Senior Executive Pension Plan, each of which is described below.

(2)

Benefit accruals were frozen under all of these plans effective December 31, 2007. Employment after that date continues to count toward meeting service and age requirements for vesting and early retirement. Participation in the Senior Plan began when the executive became a Section 16(b) reporting officer and was selected by the committee (prior to the accrual freeze in 2007). The Senior Plan was frozen before Mr. Chirumbole satisfied the eligibility requirements and, therefore he is not eligible to receive a pension benefit under the Senior Plan. Participation in the Qualified Plan generally began when the executive was hired. Participation in the Supplemental Plan generally began when the executive’s compensation first exceeded the limit imposed by the Code on compensation that was includible when determining benefits under qualified plans. All of the participating NEOs have met the requirements for vesting. Messrs. Rupp and Pain have met the requirements for full retirement and Messrs. Fischer, McIntosh and Chirumbole have met the requirements for early retirement.

(3)	Amounts in this column assume that benefits are paid in the form of an annuity during the executive’s lifetime. As discussed in more detail below, a participant may elect instead to receive benefits over the life of the executive and his or her spouse.

 

The executive may elect payment of benefits under any of the available payment forms under these plans, including payments for the executive’s life (which we sometimes refer to as a “single life annuity”) or payments continuing after the executive’s death for the life of his or her spouse (which we refer to as a “joint and survivorship benefit”). Under the Qualified Plan and the Supplemental Plan, benefit payments are reduced from the single life annuity based on actuarial calculations if the executive elects a different payment form. The Senior Plan generally provides a 50% joint and survivorship benefit without any actuarial reduction, and also provides the executive with an additional amount equal to the amount of the actuarial reduction of benefits payable from the Qualified Plan and the Supplemental Plan for a 50% joint and survivorship benefit election.

The following chart shows the present value of accrued benefits for each of the NEOs who participate in these plans, assuming (i) the executive elected the 50% joint and survivorship benefit and (ii) for Messrs. Slater, Fischer, McIntosh and Chirumbole, that they retired at age 62 (the first age at which unreduced pension benefits are payable under the plans) and for Messrs. Rupp and Pain, that they retired on December 31, 20132014 as they are currently eligible for unreduced benefits.

 

Name		Qualified Plan				Supplemental Plan				Senior Plan
Joseph D. Rupp		$	1,426,491			$	9,244,063			$	922,854
John E. Fischer		$	800,025			$	1,460,043			$	425,581
John L. McIntosh		$	1,113,454			$	2,094,057			$	517,161
George H. Pain		$	832,601			$	1,428,385			$	760,600
Frank W. Chirumbole		$	197,003			$	129,944				N/A

Name		Qualified Plan				Supplemental Plan				Senior Plan
Joseph D. Rupp			$1,520,316				$9,783,923				$1,030,681
Todd A. Slater			$   144,497				$     63,442				$     29,702
John E. Fischer			$   933,074				$1,680,284				$   489,778
John L. McIntosh			$1,288,979				$2,393,864				$   591,203
George H. Pain			$   887,583				$1,512,281				$   815,710
Frank W. Chirumbole			$   234,880				$   152,505				N/A

 

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Freeze of Qualified Plan, Supplemental Plan and Senior Plan

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As noted above, benefits accrued by salaried participants in the Qualified Plan, Supplemental Plan and Senior Plan were “frozen” effective December 31, 2007. Participants accrued benefits until December 31, 2007 based on applicable years of service and eligible compensation through that date. Service after December 31, 2007 will count toward meeting the eligibility requirements for commencing a pension benefit (including vesting and early retirement) under these plans, but not toward the calculation of the pension benefit amount. Compensation earned after 2007 will similarly not count toward the determination of the pension benefit amounts under these plans.

 

Qualified Plan

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As part of our benefits program and to contribute to employees’ financial security in retirement, we offered defined benefit retirement benefits to salaried employees hired before January 1, 2005 through our Qualified Plan. Benefits under the Qualified Plan are calculated based on the average cash compensation (salary and annual incentive) for the highest three years out of the last ten10 years the individual is employed by Olin, through December 31, 2007. The law requires that in determining eligible compensation, the Qualified Plan ignore compensation in excess of a legally-imposed cap (which for 2007, the last year of benefit accruals, was $225,000). An employee’s benefit is generally 1.5% of his or her average compensation during the relevant period multiplied by the number of years of service, less a percentage of his or her primary Social Security benefit based on years of service (not to exceed 50% of such Social Security benefit). Participants who are at least age 55 with at least 10 years of service when they leave Olin may elect to receive a benefit immediately that is reduced by 4% for each year the participant is younger than age 62 at the time benefit payments begin. Participants who leave Olin before age 55 (with 10 or more years of service) may elect to receive an actuarially reduced benefit with payments beginning at age 55 or later. Participants who leave Olin before age 65 with at least 5five years of service (but less than 10 years of service) receive a vested retirement benefit beginning the month after their 65^th birthday. Benefits from the Qualified Plan generally are paid as an annuity with the form of payment (e.g. joint and survivorship benefit, guaranteed period, etc.) selected by the participant, subject to any applicable actuarial reductions.

 

In lieu of benefits that had been provided under the Qualified Plan, at the time participation was frozen, the CEOP was amended to add a Defined Contribution Retirement Account to help ensure that our benefits program would remain competitive. Depending on the participant’s age, we contribute 5% or 7.5% of eligible compensation to that Defined Contribution Retirement Account.

Supplemental Plan

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The Supplemental Plan is an unfunded, nonqualified deferred compensation plan for management employees at specified compensation levels. The Code imposes limits on pension benefits payable from the Qualified Plan. Our Supplemental Plan restores these benefits to affected employees and provides benefits on certain compensation that has been excluded from eligible compensation under the Qualified Plan. The formula used to calculate pension benefits under the Supplemental Plan is the same as under the Qualified Plan, without the Code limitations on benefits and eligible compensation, reduced for the amount payable under the Qualified Plan. Early retirement benefits are payable at the later of termination or age 55 if a participant has at least 10 years of service. Such early retirement benefits use the same reduction factors as the Qualified Plan.

 

Senior Plan

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The Senior Plan is an unfunded, nonqualified deferred compensation plan for select management employees. An employee who was a Section 16(b) reporting officer, and was selected by the committee prior to the date of the freeze, participates in the Senior Plan. Under the Senior Plan,

43

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pension benefits are based on average eligible compensation for the three highest years out of the last ten10 years that he or she is employed by Olin through December 31, 2007. Compensation is not subject to the Code and other limitations that apply under the Qualified Plan. Benefits generally equal 3% of the executive’s average compensation multiplied by the number of years of participation in the Senior Plan, plus 1.5% of the executive’s average compensation for years of service in the Qualified Plan and Supplemental Plan less years of service in the Senior Plan, reduced by the pension benefits accrued under the Qualified Plan and the Supplemental Plan. Benefits are further reduced by 50% of the employee’s primary Social Security benefit.

 

Early retirement benefits are payable on an immediate basis to a participant whose employment terminates at age 55 or later, regardless of years of service, but are reduced by 4% per year for each year they begin before age 62. The maximum benefit payable from the Senior Plan is 50% of the employee’s average compensation reduced by amounts payable from the Qualified and Supplemental Plans, 50% of the employee’s primary Social Security benefit, and certain other adjustments set forth in the plan documents, if applicable. The Senior Plan provides a joint and survivorship benefit to an executive’s surviving spouse generally equal to 50% of the executive’s benefits from the Senior Plan. In addition, the Senior Plan pension benefits are increased by the amount of the actuarial reduction to benefits under the Qualified and Supplemental Plans if the executive elects the 50% joint and survivorship option under those plans.

 

The executive may elect any of the forms of payment available under the Senior Plan and Supplemental Plan, including a lump sum payment or the annuity form of payment.

 

If a participant in the Senior Plan and Supplemental Plan is a specified employee as defined in Code Section 409A, benefits payable upon termination of employment may not be paid in the first six months after retirement, but the first six months of benefits will be paid in a lump sum as soon as practicable thereafter.

 

Health Insurance and Death Benefits

---

 

In general, salaried employees who retire at age 55 or later with at least 10 years of service may elect to continue to be covered under our health plan until age 65 by paying at least the same premium as active salaried employees. When the average per capita cost for our health plan exceeds $10,000, as it did in 2007 and 2014, the retiree also must pay the amount by which our average per capita cost for the health plan exceeds $10,000. On the first day of the month in which they become 65, salaried retirees who retired after age 55 with 10 or more years of service are eligible for a Medicare

supplemental health care plan. We contribute $20 per covered person per month toward the cost of that plan, but make no contributions if a retiree chooses to participate in another plan. Olin made the decision to discontinue providing retiree health insurance benefits for salaried employees hired after November 23, 2009.

 

In general, salaried employees who retire from Olin under the Qualified Plan at age 55 or later with at least 10 years of service are eligible for a $5,000 death benefit from the Qualified Plan. In addition, full-time employees with job responsibilities at a specified level (based on Hay Points) may retain a percentage of their life insurance coverage when they retire, based on age at retirement, with Olin paying the premiums.

 

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NONQUALIFIED DEFERRED COMPENSATIONNonqualified Deferred Compensation

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The following table sets forth information with respect to our Supplemental CEOP for each of our NEOs for 2013:2014 (other than Messrs. R. Steel and K. Steel who were not eligible to participate):

 

Name (a)		Executive Contributions in Last FY ($) (b) (1)				Registrant Contributions in Last FY ($) (c) (2)				Aggregate Earnings in Last FY ($) (d)				Aggregate Withdrawals/ Distributions ($) (e)				Aggregate Balance at Last FYE ($) (f)				Executive Contributions in Last FY ($) (b) (1)				Registrant Contributions in Last FY ($) (c) (2)				Aggregate Earnings in Last FY ($) (d)				Aggregate Withdrawals/ Distributions ($) (e)				Aggregate Balance at Last FYE ($) (f)
Joseph D. Rupp			$47,250				$155,475			$	687,850			$	0			$	2,579,784				$46,900				$142,350			$	(506,189	)		$	0			$	2,262,845
Todd A. Slater																							$  7,701				$  15,790			$	(12,999	)		$	0			$	71,122
John E. Fischer			$15,050				$  50,335			$	26,039			$	0			$	397,460				$16,894				$  50,180			$	(16,231	)		$	0			$	448,303
John L. McIntosh			$11,700				$  46,913			$	141,317			$	0			$	543,140				$12,420				$  45,136			$	(107,236	)		$	0			$	493,460
George H. Pain			$11,900				$  39,353			$	187,478			$	0			$	729,541				$12,670				$  36,573			$	(127,593	)		$	0			$	651,191
Frank W. Chirumbole			$  4,980				$  23,444			$	10,286			$	0			$	119,434				$  5,280				$  22,995			$	(6,612	)		$	0			$	141,097

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(1)	Amounts in this column are included in the executives’ salaries listed in column (c) of the Summary Compensation Table.

(2)	Amounts in this column are included in the amounts listed in column (i) of the Summary Compensation Table and represent company matching contributions and company contributions to the participants’ Supplemental CEOP Defined Contribution Retirement Accounts.

 

In addition to our CEOP, discussed above under the heading “Compensation Discussion“COMPENSATION DISCUSSION AND ANALYSIS—What We Pay and Analysis—Why: Elements of Compensation—Retirement Benefits,” our Supplemental CEOP provides deferral and company matching opportunities to employees eligible to participate in the CEOP whose contributions to the CEOP are limited under the Code because their base pay exceeds the Code’s compensation limit ($255,000260,000 for 2013)2014). These employees can make pre-tax contributions to the Supplemental CEOP after their eligible compensation reaches the Code limit. For these purposes, eligible compensation generally includes base compensation but excludes incentive compensation. Employees who contribute to the Supplemental CEOP receive matching contribution credits from Olin at the same level Olin matches CEOP contributions. In addition, in connection with the pension plan freeze, Olin provides the same retirement contribution credits to the Supplemental CEOP as under the CEOP (5% or 7.5%, depending on the employee’s age) on the amount of the excess eligible compensation. For these purposes, eligible compensation generally includes base compensation and short-term incentive compensation but excludes long-term incentive compensation.

 

Employees elect to have their contributions to the Supplemental CEOP invested in phantom shares of Olin common stock or phantom units in an interest bearing fund. Dividends are credited to the phantom stock account based on the dividend rate paid on shares of our common stock. Interest is credited to the phantom interest bearing fund at a rate determined quarterly equal to (i) the Federal Reserve A1/P1 Composite rate for 90-day commercial paper at the end of the last quarter plus 10 basis points, or (ii) such other rate as our board or compensation committee (or any delegate thereof) selects in advance from time to time.

 

Distributions are paid in cash, in a lump sum or in annual installments for up to 15 years after retirement, at the employee’s election. Our phantom shares of common stock are valued at the average daily closing prices of our common stock on the NYSE for the month before the distribution. Distributions from the interest bearing fund equal the dollar value of the participant’s account (principal and interest). If a participant in the Supplemental CEOP is a specified employee as defined in Code Section 409A, benefit payments payable upon termination of employment may not be paid in the first six months after retirement.

 

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLPotential Payments Upon Termination or Change in Control

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Certain agreementsAgreements with our NEOs provide compensation in the event of a termination of employment or a change in control of Olin. The following tables below show estimated compensation payable to each NEO who was employed on December 31, 2014, upon various triggering events (assuming the event occurred on December 31, 2013)2014). Actual amounts can only be determined upon the triggering event.

 

Joseph D. Rupp (1)		Quit / Early Retirement (2)				Normal Retirement (2)				Termination by Olin Without Cause (3)				Termination by Olin For Cause (4)				Change in Control (5)
Compensation:
Severance(6)		$	—			$	—			$	1,930,000			$	—			$	2,580,384
Equity Awards(7)		$	16,235,482			$	16,235,482			$	16,235,482			$	—			$	15,665,550
Acceleration of Unvested Equity Awards(8)		$	—			$	—			$	—			$	—			$	6,778,823
Benefits and Perquisites:(9)
Senior Plan(10)		$	913,509			$	913,509			$	913,509			$	—			$	1,161,723
Supplemental Plan(10)		$	9,150,457			$	9,150,457			$	9,150,457			$	9,150,457			$	11,636,776
Qualified Plan(10)		$	1,426,491			$	1,426,491			$	1,426,491			$	1,426,491			$	1,426,491
Supplemental CEOP		$	2,579,784			$	2,579,784			$	2,724,534			$	2,579,784			$	2,772,784
Life Insurance Premiums		$	—			$	—			$	52,521			$	—			$	70,028
Outplacement Services		$	—			$	—			$	25,000			$	—			$	25,000
Tax Gross-Up		$	—			$	—			$	—			$	—			$	4,340,226
TOTAL:		$	30,305,723				$ 30,305,723			$	32,457,994			$	13,156,732			$	46,457,785
John E. Fischer (1)		Quit / Early Retirement (2)				Normal Retirement (2)				Termination by Olin Without Cause (3)				Termination by Olin For Cause (4)				Change in Control (5)
Compensation:
Severance(6)		$	—				N/A			$	815,004			$	—			$	2,445,012
Equity Awards(7)		$	2,394,897				N/A			$	2,394,897			$	—			$	2,240,981
Acceleration of Unvested Equity Awards(8)		$	—				N/A			$	—			$	—			$	1,853,000
Benefits and Perquisites:(9)
Senior Plan(10)		$	403,080				N/A			$	403,080			$	—			$	512,645
Supplemental Plan(10)		$	1,540,336				N/A			$	1,540,336			$	1,540,336			$	1,959,031
Qualified Plan(10)		$	865,892				N/A			$	865,892			$	865,892			$	865,892
Supplemental CEOP		$	397,460				N/A			$	458,585			$	397,460			$	580,836
Life Insurance Premiums		$	—				N/A			$	19,899			$	—			$	59,697
Outplacement Services		$	—				N/A			$	25,000			$	—			$	25,000
Tax Gross-Up		$	—				N/A			$	—			$	—			$	1,910,911
TOTAL:		$	5,601,665				N/A			$	6,522,693			$	2,803,688			$	12,453,005
John L. McIntosh (1)		Quit / Early Retirement (2)				Normal Retirement (2)				Termination by Olin Without Cause (3)				Termination by Olin For Cause (4)				Change in Control (5)
Compensation:
Severance(6)		$	—				N/A			$	775,000			$	—			$	2,325,000
Equity Awards(7)		$	1,903,163				N/A			$	1,903,163			$	—			$	1,761,293
Acceleration of Unvested Equity Awards(8)		$	—				N/A			$	—			$	—			$	1,697,705
Benefits and Perquisites:(9)
Senior Plan(10)		$	911,925				N/A			$	911,925			$	—			$	1,128,832
Supplemental Plan(10)		$	2,174,694				N/A			$	2,174,694			$	2,174,694			$	2,691,960
Qualified Plan(10)		$	1,180,936				N/A			$	1,180,936			$	1,180,936			$	1,180,936
Supplemental CEOP		$	543,140				N/A			$	601,265			$	543,140			$	717,515
Life Insurance Premiums		$	—				N/A			$	16,830			$	—			$	50,490
Outplacement Services		$	—				N/A			$	25,000			$	—			$	25,000
Tax Gross-Up		$	—				N/A			$	—			$	—			$	2,140,365
TOTAL:		$	6,713,858				N/A			$	7,588,813			$	3,898,770			$	13,719,096

Joseph D. Rupp (1)		Quit / Early Retirement (2)						Normal Retirement						Termination by Olin Without Cause (3)						Termination by Olin for Cause (4)						Change in   Control (5)
Compensation:
Severance (6)		$	—					$	—					$	2,048,400						N/A					$	690,283
Equity Awards (7)		$	7,667,775					$	7,667,775					$	7,667,775						N/A					$	7,259,622
Acceleration of Unvested Equity Awards (8)			N/A						N/A						N/A						N/A					$	3,198,213
Benefits and Perquisites: (9)
Senior Plan (10)		$	1,107,489					$	1,107,489					$	1,107,489					$	—					$	1,305,292
Supplemental Plan (10)		$	10,513,034					$	10,513,034					$	10,513,034					$	10,513,034					$	12,390,719
Qualified Plan		$	1,520,316					$	1,520,316					$	1,520,316					$	1,520,316					$	1,520,316
Supplemental CEOP		$	2,262,845					$	2,262,845					$	2,416,475					$	2,262,845					$	2,314,616
Life Insurance Premiums		$	—					$	—					$	53,492					$	—					$	18,026
Outplacement Services		$	—					$	—					$	25,000					$	—					$	25,000
TOTAL		$	23,071,459					$	23,071,459					$	25,351,981					$	14,296,195					$	28,722,087
Todd A. Slater (1)		Quit / Early Retirement (2)						Normal Retirement						Termination by Olin Without Cause (3)						Termination by Olin for Cause (4)						Change in   Control (5)
Compensation:
Severance (6)		$	—						N/A					$	364,672						N/A					$	1,274,862
Equity Awards (7)		$	682,861						N/A					$	682,861						N/A					$	472,181
Acceleration of Unvested Equity Awards (8)			N/A						N/A						N/A						N/A					$	252,807
Benefits and Perquisites: (9)
Senior Plan (10)		$	30,865						N/A					$	30,865					$	—					$	40,157
Supplemental Plan (10)		$	60,355						N/A					$	60,355					$	60,355					$	78,526
Qualified Plan		$	119,602						N/A					$	119,602					$	119,602					$	119,602
Supplemental CEOP		$	71,122						N/A					$	71,122					$	71,122					$	167,873
Life Insurance Premiums		$	—						N/A					$	8,614					$	—					$	17,228
Outplacement Services		$	—						N/A					$	25,000					$	—					$	25,000
TOTAL		$	964,805						N/A					$	1,363,091					$	251,079					$	2,448,236
John E. Fischer (1)		Quit / Early Retirement (2)						Normal Retirement						Termination by Olin Without Cause (3)						Termination by Olin for Cause (4)						Change in   Control (5)
Compensation:
Severance (6)		$	—						N/A					$	933,000						N/A					$	2,799,000
Equity Awards (7)		$	1,106,782						N/A					$	1,106,782						N/A					$	1,013,766
Acceleration of Unvested Equity Awards (8)			N/A						N/A						N/A						N/A					$	917,721
Benefits and Perquisites: (9)
Senior Plan (10)		$	505,449						N/A					$	505,449					$	—					$	606,320
Supplemental Plan (10)		$	1,848,870						N/A					$	1,848,870					$	1,848,870					$	2,217,844
Qualified Plan		$	971,189						N/A					$	971,189					$	971,189					$	971,189
Supplemental CEOP		$	448,303						N/A					$	518,278					$	448,303					$	658,228
Life Insurance Premiums		$	—						N/A					$	20,616					$	—					$	61,848
Outplacement Services		$	—						N/A					$	25,000					$	—					$	25,000
TOTAL		$	4,880,593						N/A					$	5,929,184					$	3,268,362					$	9,270,916

John L. McIntosh (1)		Quit / Early Retirement (2)						Normal Retirement						Termination by Olin Without Cause (3)						Termination by Olin for Cause (4)						Change in   Control (5)
Compensation:
Severance (6)		$	—						N/A					$	809,004						N/A					$	1,667,030
Equity Awards (7)		$	864,281						N/A					$	864,281						N/A					$	816,805
Acceleration of Unvested Equity Awards (8)			N/A						N/A						N/A						N/A					$	830,133
Benefits and Perquisites: (9)
Senior Plan (10)		$	889,176						N/A					$	889,176					$	—					$	1,045,705
Supplemental Plan (10)		$	2,605,666						N/A					$	2,605,666					$	2,605,666					$	3,064,363
Qualified Plan		$	1,322,337						N/A					$	1,322,337					$	1,322,337					$	1,322,337
Supplemental CEOP		$	493,460						N/A					$	554,135					$	493,460					$	675,486
Life Insurance Premiums		$	—						N/A					$	18,494					$	—					$	55,482
Outplacement Services		$	—						N/A					$	25,000					$	—					$	25,000
TOTAL		$	6,174,920						N/A					$	7,088,093					$	4,421,463					$	9,502,341
George H. Pain (1)		Quit / Early Retirement (2)						Normal Retirement						Termination by Olin Without Cause (3)						Termination by Olin for Cause (4)						Change in   Control (5)
Compensation:
Severance (6)		$	—					$	—					$	729,164						N/A					$	643,262
Equity Awards (7)		$	386,339					$	386,339					$	386,339						N/A					$	373,018
Acceleration of Unvested Equity Awards (8)			N/A						N/A						N/A						N/A					$	599,882
Benefits and Perquisites: (9)
Senior Plan (10)		$	875,350					$	875,350					$	875,350					$	—					$	1,034,183
Supplemental Plan (10)		$	1,622,849					$	1,622,849					$	1,622,849					$	1,622,849					$	1,917,318
Qualified Plan		$	887,583					$	887,583					$	887,583					$	887,583					$	887,583
Supplemental CEOP		$	651,191					$	651,191					$	705,878					$	651,191					$	699,436
Life Insurance Premiums		$	—					$	—					$	21,321					$	—					$	18,809
Outplacement Services		$	—					$	—					$	25,000					$	—					$	25,000
TOTAL		$	4,423,312					$	4,423,312					$	5,253,484					$	3,161,623					$	6,198,491
Frank W. Chirumbole (1)		Quit / Early Retirement (2)						Normal Retirement						Termination by Olin Without Cause (3)						Termination by Olin for Cause (4)						Change in   Control (5)
Compensation:
Severance (6)		$	—						N/A					$	212,481						N/A					$	1,107,293
Equity Awards (7)		$	394,422						N/A					$	394,422						N/A					$	411,499
Acceleration of Unvested Equity Awards (8)			N/A						N/A						N/A						N/A					$	413,897
Benefits and Perquisites: (9)
Senior Plan (10)		$	—						N/A					$	—					$	—					$	—
Supplemental Plan (10)		$	172,061						N/A					$	172,061					$	172,061					$	188,986
Qualified Plan		$	251,580						N/A					$	251,580					$	251,580					$	251,580
Supplemental CEOP		$	141,097						N/A					$	141,097					$	141,097					$	224,144
Life Insurance Premiums		$	—						N/A					$	11,146					$	—					$	22,292
Outplacement Services		$	—						N/A					$	25,000					$	—					$	25,000
TOTAL		$	959,160						N/A					$	1,207,787					$	564,738					$	2,644,691

 

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George H. Pain (1)		Quit / Early Retirement (2)				Normal Retirement (2)				Termination by Olin Without Cause (3)				Termination by Olin For Cause (4)				Change in Control (5)
Compensation:
Severance(6)		$	—			$	—			$	685,327			$	—			$	1,289,916
Equity Awards(7)		$	939,284			$	939,284			$	939,284			$	—			$	833,477
Acceleration of Unvested Equity Awards(8)		$	—			$	—			$	—			$	—			$	1,291,862
Benefits and Perquisites:(9)
Senior Plan(10)		$	753,027			$	753,027			$	753,027			$	—			$	958,957
Supplemental Plan(10)		$	1,414,163			$	1,414,163			$	1,414,163			$	1,414,163			$	1,800,893
Qualified Plan(10)		$	832,601			$	832,601			$	832,601			$	832,601			$	832,601
Supplemental CEOP		$	729,541			$	729,541			$	780,941			$	729,541			$	823,773
Life Insurance Premiums		$	—			$	—			$	18,684			$	—			$	34,254
Outplacement Services		$	—			$	—			$	25,000			$	—			$	25,000
Tax Gross-Up		$	—			$	—			$	—			$	—			$	—
TOTAL:		$	4,668,616			$	4,668,616			$	5,449,027			$	2,976,305			$	7,890,733
Frank W. Chirumbole (1)		Quit / Early Retirement (2)				Normal Retirement (2)				Termination by Olin Without Cause (3)				Termination by Olin For Cause (4)				Change in Control (5)
Compensation:
Severance(6)		$	—				N/A			$	192,711			$	—			$	531,000
Equity Awards(7)		$	905,631				N/A			$	905,631			$	—			$	843,170
Acceleration of Unvested Equity Awards(8)		$	—				N/A			$	—			$	—			$	765,812
Benefits and Perquisites:(9)
Senior Plan(10)		$	—				N/A			$	—			$	—			$	—
Supplemental Plan(10)		$	138,742				N/A			$	138,742			$	138,742			$	175,503
Qualified Plan(10)		$	221,913				N/A			$	221,913			$	221,913			$	221,913
Supplemental CEOP		$	119,434				N/A			$	133,887			$	119,434			$	159,259
Life Insurance Premiums		$	—				N/A			$	10,820			$	—			$	32,460
Outplacement Services		$	—				N/A			$	25,000			$	—			$	25,000
Tax Gross-Up		$	—				N/A			$	—			$	—			$	—
TOTAL:		$	1,385,720				N/A			$	1,628,704			$	480,089			$	2,754,117

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1.	Amounts in the tables assume an annual base salary at the level in effect on December 31, 2013.2014. Messrs. R. and K. Steel, whose employment terminated before the end of 2014, are not included in the table.

2.

Messrs. Rupp and Pain are eligible for normal retirement (age 62), so amounts in both the “Quit/Early Retirement” and in the “Normal Retirement” columns represent amounts they would receive upon full retirement. Although Messrs. Fischer, McIntosh and Chirumbole are not yet eligible for normal retirement, theybut are eligible for early retirement, and amounts in the “Quit/Early Retirement” column reflect amounts they would receive upon early retirement. Mr. Slater has met the vesting requirements, but is not yet eligible for early retirement, so the amounts reported for him under the “Benefits and Perquisites” section represent the present value of the benefits, assuming the benefits begin at age 65.

3.

An For each executive whose employment is terminatedwith an Executive Agreement, upon termination without cause the executive is eligible to receive a contribution to the Supplemental CEOP Defined Contribution Retirement Account based on the amount of severance received. An executive whose employment terminates in connection with the sale of a business unit generally receives the benefits in this column, except that the executive’s stock options may be exercised for two years beyond the date of termination (rather than one year), unless the employee is eligible for retirement in which case the executive’s stock options would be exercisable through the term of the option.

4.

Olin may terminate an executive for “cause” if the executive (i) willfully fails to perform his or her duties; (ii) engages in gross misconduct that significantly injures Olin financially; (iii) willfully breaches Olin’s Code of Conduct; or (iv) commits a felony or fraud in the course of his or her employment.employment, or (iv) willfully breaches Olin’s Code of Conduct.

5.

Amounts for Messrs. McIntosh and Slater represent the amount they would receive on the “best net after-tax” payment approach contemplated by their change in control agreements, that reduces payments and benefits to the executive if the reduction would result in the executive receiving higher payments and benefits on a net after-tax basis. Without the forfeiture, the amounts for Messrs. McIntosh and Slater would have increased by $759,982 and $15,154, respectively. Benefits listed for the Senior Plan and Supplemental Plan (collectively, the “defined benefit plans”) and the Supplemental CEOP would be payable immediately upon a change in control (as defined under these plans). Because the NEOs are specified employees as defined in Code Section 409A, however, benefits may not be paid in the first six months after retirement, but will be paid in a lump sum as soon as practicable thereafter. The benefits reported represent the present value of the benefits under the defined benefit plans on December 31, 20132014 and the market value of the phantom investments in the Supplemental CEOP account, plus a contribution to the Defined Contribution Retirement Account based on the amount of severance received. UnderFootnote 8 describes the treatment of equity plans and severance agreements in effect at the end of December 2013, (a) all restricted stock and performance share awards would have vested and been paid upon a change in control (as defined for these awards), and (b) all options and stock appreciation rights would have vested immediately. The relevant agreements and plans were changed in January 2014 to require both a change in control and termination of employment for accelerated vesting of equity awards (other than performance shares), as described in more detail below. Under the agreements in effect at December 31, 2013, all other amounts would be paid only if the executive is terminated or constructively terminated upon or within three years after a change in control. Constructive termination occurs when the executive terminates his or her employment (after appropriate notice and an opportunity to cure)

 

47

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because (i) Olin requires the executive to relocate by more than fifty miles; (ii) Olin reduces or fails to increase the executive’s base salary on a basis consistent with the salary system for executive officers in place before the change in control; (iii) Olin fails to maintain executive’s incentive compensation plans or health, welfare and retirement plans on substantially the same basis as in effect prior to the change in control; or (iv) the executive is assigned duties inconsistent with the executive’s position prior to the change in control or Olin takes actions that result in a diminution of the executive’s responsibilities.

6.

For all NEOs other than Mr.Messrs. Slater and Chirumbole, severance payments for a termination without cause equal base salary plus a percentage (calculated as the executive’s target bonus for the prior fiscal year divided by the executive’s salary in effect at termination) of base salary. Under our standard severance policy, Mr.Messrs. Slater and Chirumbole would have received severance upon termination without cause with a maximum benefitin the amounts set forth above, based on their years of $192,711.service and base pay at the time of termination. Under the agreements, in effect at the end of 2013, in the event of a change in control, (a) Messrs. Fischer and McIntosh would have received severance payments equal to three times the executive’s base salary plus the higher of his target incentive award under the SMICP or MICP or his average SMICP or MICP payment during the past three years, (b) Messrs. Rupp and Pain would have received a pro-rated portion of this payment, based on the remaining number of days until they attain age 65 divided by 1,095 days (3(three years), and (c) Mr.Messrs. Slater and Chirumbole would have received one year ofseverance payments equal to two times the executive’s base salary plus the greaterhigher of his last year’s bonustarget incentive award under the SMICP or MICP or his target bonus.average SMICP or MICP payment during the past three years. The change in control agreements as revised in January of 2014, and the executive severance agreements currently in effect, are described below under the heading “Executive Severance and Executive Change in Control Agreements.”

7.

We have assumed payouts at the level of 25% of the target unvested performance shares and performance shares vested at December 31, 2013,2014, but not yet paid. Under the performance share program, an executive whose employment terminates as the result of disability or retirement receives a pro rata share of unvested performance share awards (based on actual Olin performance for the full performance period and the number of months worked in the performance cycle) payable in cash at the time it would otherwise be payable. In the event of an executive’s death before performance shares have vested, his estate receives a pro rata share of his target award in cash. An executive whose employment terminates for cause or without our consent does not receive any unvested performance awards. All unvested performance shares vest on a change in control and are paid in cash. The committee determines the amount, if any, of unvested performance awards to be paid and the form of payment (cash or stock or a combination) for an executive whose employment terminates for any other reason. Upon the executive’s death, all unvested options vest automatically and his or her estate or heirs could exercise those options within the term of the option.

8.

Represents Amounts in this line represent a cash payout for automatic vesting of unvestedall restricted stock, stock options and performance shares onthat were unvested at December 31, 2014. Under equity plans and severance agreements (a) all performance share awards would have vested and been paid upon a change in control under agreements(as defined for these awards), and (b) all restricted stock awards and options would have remained outstanding, and would accelerate and vest upon a change in control only if the acquirer does not assume or replace those equity awards or there is a termination of employment without cause or a constructive termination within three years after the change in control. Constructive termination occurs when the executive terminates his or her employment (after appropriate notice and an opportunity to cure) because (i) Olin requires the executive to relocate by more than fifty miles; (ii) Olin reduces or fails to increase the executive’s base salary on a basis consistent with the salary system for executive officers in place before the change in control; (iii) Olin fails to maintain executive’s incentive compensation plans or health, welfare and retirement plans on substantially the same basis as in effect on December 31, 2013.prior to the change in control; or (iv) the executive is assigned duties inconsistent with the executive’s position prior to the change in control, or Olin takes actions that result in a diminution of the executive’s responsibilities or a substantial reduction in resources to carry out his duties.

9.

Unused vacation for the current year is paid to all salaried employees and is therefore not included in this table. Medical benefits are provided to all salaried employees hired prior to November 23, 2009, who are eligible for early retirement. Messrs. Rupp and Pain are eligible for full retirement and the other NEOsMessrs. Fischer, McIntosh and Chirumbole are currently eligible for early retirement, and so no amount is reported for medical benefits. Under our standard severance policy, Mr. Slater would be eligible for healthcare coverage while receiving severance payments in the event of a termination without cause termination. In the event of a change in control, Mr. Slater would be eligible for healthcare coverage for 24 months at an estimated cost of $36,192.

10.

An executive may elect payment of benefits in any of the available payment forms under the defined benefit plans. Under the Qualified Plan and the Supplemental Plan, benefit payments are reduced on an actuarial basis, if the executive elects a form of payment other than a lifetime annuity. The Senior Plan provides a 50% joint and survivorship benefit without an actuarial reduction. In addition, pension benefits paid from the Senior Plan are increased by the amount of the actuarial reduction for a 50% joint and survivorship benefit under the Qualified Plan and the Supplemental Plan. The value of the 50% joint and survivorship benefit is reflected in the lump sum pension benefits in the table above with respect to the Senior Plan. The Qualified Plan and Supplemental Plan benefits above assume payment in the form of a joint and survivorship benefit. The executive may also elect to receive benefits from the Senior Plan and the Supplemental Plan in the form of a lump sum. Any payment payable upon termination of employment is paid six months after termination of employment to comply with Code limitations. The value of these benefits is determined using a discount rate that is equal to the rate for a zero coupon Treasury strip, with a maturity that approximates the executive’s life expectancy, determined approximately at the time the lump sum is due to be paid and the RP2000RP2014 Blue Collar Mortality TableTables for Annuitants and Employees with 13 years of projected mortality improvements.the Social Security Administration – 2014 Intermediate Cost Projections Mortality Improvement Scale. Except with respect to a change in control, the benefits reported for the Senior Plan and Supplemental Plan are based on these assumptions and also include six months of payments in recognition of the deferral of the commencement of benefits required by Code Section 409A.

 

In the event of a change in control (as defined under the Senior Plan and the Supplemental Plan), each executive participating in the relevant plan receives a cash payment in an amount equal to the cost to purchase an annuity that pays benefits to the executive in an amount such that the annuity payments (together with the monthly payment to the executive from the Qualified Plan) provide the executive with the monthly after-tax benefit he or she would have received under the plans. The amounts in the table represent this lump sum cash payment.

 

The benefit amounts reported in each of the columns above assume a 50% joint and survivorship benefit and use the discount rate applicable for the situation described and the RP2000RP2014 Blue Collar Mortality TableTables for Annuitants and Employees with the Social Security Administration – 2014 Intermediate Cost Projections Mortality Improvement Scale with 13 years of projected mortality improvements. If the participating executive instead elects annual payments for his or her lifetime, he or she would receive an annual amount from each of the defined benefit pension plans as follows:

 

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Annual Payments Assuming Election for Life of Executive

 

		Quit / Early Retirement				Normal Retirement*				Termination by Olin Without Cause				Termination by Olin For Cause				Change in Control
Joseph D. Rupp
Qualified Plan		$	110,172			$	110,172			$	110,172			$	110,172			$	110,172
Supplemental Plan		$	672,336			$	672,336			$	672,336			$	672,336			$	672,336
Senior Plan		$	0			$	0			$	0			$	0			$	0
John E. Fischer
Qualified Plan		$	59,941			$	69,429			$	59,941			$	59,941			$	59,941
Supplemental Plan		$	100,439			$	116,339			$	100,439			$	100,439			$	100,439
Senior Plan		$	16,131			$	20,652			$	16,131			$	0			$	16,131
John L. McIntosh
Qualified Plan		$	82,492			$	90,984			$	82,492			$	82,492			$	82,492
Supplemental Plan		$	143,816			$	158,620			$	143,816			$	143,816			$	143,816
Senior Plan		$	43,154			$	19,858			$	43,154			$	0			$	43,154
George H. Pain
Qualified Plan		$	63,600			$	63,600			$	63,600			$	63,600			$	63,600
Supplemental Plan		$	102,852			$	102,852			$	102,852			$	102,852			$	102,852
Senior Plan		$	41,292			$	41,292			$	41,292			$	0			$	41,292
Frank W. Chirumbole
Qualified Plan		$	14,348			$	19,047			$	14,348			$	14,348			$	14,348
Supplemental Plan		$	8,582			$	11,388			$	8,582			$	8,582			$	8,582
Senior Plan			N/A				N/A				N/A				N/A				N/A

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		Quit / Early Retirement  (2)				Normal Retirement				Termination by Olin Without Cause (3)				Termination by Olin for Cause (4)				Change in Control (5)
Joseph D. Rupp
Qualified Plan			$110,172				$110,172				$110,172				$110,172				$110,172
Supplemental Plan			$672,336				$672,336				$672,336				$672,336				$672,336
Senior Plan			$           0				$           0				$           0				$           0				$           0
Todd A. Slater
Qualified Plan			$  14,680				$  14,680				$  14,680				$  14,680				$  14,680
Supplemental Plan			$    5,768				$    5,768				$    5,768				$    5,768				$    5,768
Senior Plan			$    1,268				$    1,268				$    1,268				$           0				$    1,268
John E. Fischer
Qualified Plan			$  62,718				$  69,429				$  62,718				$  62,718				$  62,718
Supplemental Plan			$105,093				$116,339				$105,093				$105,093				$105,093
Senior Plan			$  17,454				$  20,652				$  17,454				$           0				$  17,454
John L. McIntosh
Qualified Plan			$  86,132				$  90,984				$  86,132				$  86,132				$  86,132
Supplemental Plan			$150,161				$158,620				$150,161				$150,161				$150,161
Senior Plan			$  33,169				$  19,858				$  33,169				$           0				$  33,169
George H. Pain
Qualified Plan			$  63,600				$  63,600				$  63,600				$  63,600				$  63,600
Supplemental Plan			$102,852				$102,852				$102,852				$102,852				$102,852
Senior Plan			$  41,292				$  41,292				$  41,292				$           0				$  41,292
Frank W. Chirumbole
Qualified Plan			$  15,110				$  19,046				$  15,110				$  15,110				$  15,110
Supplemental Plan			$    9,038				$  11,388				$    9,038				$    9,038				$    9,038
Senior Plan			$           0				$           0				$           0				$           0				$           0

*

Messrs. Rupp and Pain are currently eligible for normal retirement (age 62) at this time, so the amounts in this column represent the amounts they would have received had they retired on December 31, 2013. The other NEOs2014. Messrs. Slater, Fischer, McIntosh and Chirumbole are not eligible for normal retirement.retirement and neither Mr. K. Steel nor Mr. R. Steel were eligible to participate in Olin’s retirement plans.

 

Payments Upon Death or Disability

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Upon the death of a former executive, unless the executive elects to receive the cash value of his or her life insurance at retirement, his or her estate receives life insurance benefits provided the former executive was at least age 55 when employment terminated. All eligible NEOs have attained the age of 55, except Mr. Slater. The amount of life insurance is based on the executive’s age and base salary at the time of termination of employment. Set forth below are the amounts of life insurance coverage for each of the NEOs as of December 31, 2013:2014:

 

NEO		Life Insurance Amount
Joseph D. Rupp		$	420,000
John E. Fischer		$	100,000
John L. McIntosh		$	120,000
George H. Pain		$	180,000
Frank W. Chirumbole		$	20,000

NEO		Life Insurance Amount
Joseph D. Rupp		$ 470,000
Todd A. Slater		N/A
John E. Fischer		$ 130,000
John L. McIntosh		$ 150,000
George H. Pain		$ 200,000
Frank W. Chirumbole		$   40,000

 

An executive whose employment terminates in connection with a disability would receive disability benefits equal to 60% of base salary until the executive is no longer disabled, reaches age 65 (if the disability occurs after age 61, the maximum benefit duration will range from 6 to 48 months depending on the executive’s age), or elects to take early retirement benefits. At that time, the executive would receive the applicable retirement benefits described above. Messrs. Rupp, McIntosh, Pain McIntosh and Chirumbole have elected to pay additional premiums to increase their disability coverage to 75% of base salary. Mr.Messrs. Slater and Fischer hashave elected the 60% level of coverage.

Messrs. R. Steel and K. Steel received the 60% coverage level under the KA Steel long term disability plan until the date their employment terminated.

 

49

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Executive Severance and Executive Change in Control Agreements

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