Exhibit 10(A)
Retirement Plan
For Non-employee Directors
of Olin Corporation
(As Amended Through April 25, 1996)
Article I. The Plan
1.1 Establishment of Plan. Olin Corporation (the "Company") hereby
establishes the Retirement Plan for Non-employee Directors of Olin Corporation
(the "Plan"), effective July 1, 1987.
1.2 Purpose. The purpose of this Plan is to provide eligible members of
the Company's Board of Directors ("Board") with retirement income in
consideration of their valued service on the Board. The Board has determined
that the establishment of such a benefit will be useful in its efforts to
retain and attract highly qualified individuals to serve as Directors of the
Company.
Article II. Eligibility
2.1 Eligibility. An individual shall be entitled to a benefit under the
Plan if he or she has served as a Director of the Company after July 1, 1987
and has at least five (5) Years of Service as a non-employee Director;
PROVIDED, HOWEVER, that if an individual is eligible for any other pension
benefits from the Company, including, but not limited to, benefits from the
NonBargaining Employees Pension Plan ("NonBargaining Plan"), the Olin Senior
Executive Pension Plan or another pension plan of the Company (collectively,
"Other Olin Plans") the maximum annual benefit to such individual hereunder
shall not exceed 50% of his or her Average Compensation (as defined in the
NonBargaining Plan) less (a) the amount of annual retirement allowance from all
Other Olin Plans and all pension plans of the individual's previous employers
and (b) 50% of the individual's Primary Social Security Benefit (as defined in
the NonBargaining Plan).
2.2 Years of Service. A twelve consecutive month period during which an
individual served as a Director of the Company shall constitute a Year of
Service under the Plan.
Article III. Benefits
3.1A Application of Sections 3.1, 3.2 and 3.3. Each Director eligible to
participate in the Plan on the date of adoption of this Section 3.1A and each
eligible Director thereafter elected for the first time, may, at least 12
months prior to the date he or she ceases to be a Director, elect to have the
provisions of Sections 3.1, 3.2 and 3.3 below apply. In the absence of such an
election, which shall be in writing and filed with the Secretary of the
Company, Sections 3.1, 3.2 and 3.3 shall be of no force or effect with respect
to such Director or his spouse and Section 3.4 shall apply.
3.1 Amount of Benefit. The benefit payable under the Plan shall be an
annual benefit equal to a percentage, determined in accordance with the
following schedule, of the annual retainer for service on the Board in effect
immediately prior to the individual's retirement from the Board:
Percentage of
Whole Years of Service Annual Retainer
5 Years 50%
6 Years 60%
7 Years 70%
8 Years 80%
9 Years 90%
10 Years 100%
3.2 Payment of Benefits. The annual benefit provided for in Section 3.1
shall be payable in quarterly installments on March 31, June 30, September 30
and December 31, in an amount equal to one-fourth of the annual benefit,
commencing as of March 31 of the calendar year following the year in which
occurs the later of (i) the Director's 65th birthday or (ii) the Director's
retirement from the Board. Payments will continue for the life of the
Director with the last payment being made on the payment date next preceding
the Director's date of death, subject to the provisions for a surviving
spouse's death benefit contained in Section 3.3.
3.3 Surviving Spouse Benefit.
(a) The surviving spouse of a non-employee Director who was eligible
for a benefit under the Plan and who dies while serving on the Board shall
receive a surviving spouse benefit equal to 50% of the benefit that would have
been paid to the non-employee Director had he retired from the Board on the
date he died.
(b) The surviving spouse of a former non-employee Director who dies
while receiving payments from the Plan, shall receive a survivors benefit equal
to 50% of the payments which were being paid to the decedent under the Plan.
(c) Notwithstanding (a) or (b) above, if the surviving spouse is
more than four years younger than the non-employee Director, the surviving
spouse benefit shall be reduced so that the present value of the spouse's
lifetime benefit, as determined by the Company, is the same as it would have
been if he or she was four years younger than the non-employee Director.
(d) Payments to the surviving spouse will commence on the first
payment date following the date of the non-employee Director's death and
continue for the life of the surviving spouse, with the last payment due on the
payment date next preceding the surviving spouse's date of death.
3.4 Payment of Lump Sum Benefit. Except in the case of a Director who
has filed an election to receive installment benefits in accordance with
Section 3.1A, when a Director entitled to benefits under the Plan retires, dies
or otherwise ceases to be a Director of the Company (the "Termination Date"),
the Director, or in the case of his or her death, the surviving spouse of the
Director, shall automatically be paid a lump sum amount in cash in full
satisfaction of any benefit payable under this Plan. Such lump sum shall be
calculated as an amount equal to the actuarial present value of the annual
benefit which would otherwise had been paid to the Director under Section 3.1
and such surviving spouse under Section 3.3,
discounted to the present value using the settlement rate under the Financial
Accounting Standard No. 87 (or any successor standard then in effect) applied
by the Company to determine its annual pension expense as of the January 1
immediately preceding the Director's Termination Date. If a Director is under
age 65 at his or her Termination Date, the above calculation shall assume a
Termination Date at age 65. Such actuarial present value shall be determined
by the actuary then providing actuarial services to the Olin Corporation
Employees Pension Plan. Such lump sum payment shall be made as of the January
1 following the end of the calendar year in which occurs the Director's
Termination Date and shall be in lieu of any benefits under the Plan.
Article IV. Change In Control
4.1A Application of Sections 4.1 and 4.2. Section 4.1 and Section 4.2
shall be applicable only to a Director who has elected, as provided in Section
3.1A, to have the provisions of Sections 3.1, 3.2 and 3.3 apply or to a former
Director or spouse who is receiving quarterly installment payments under the
Plan.
4.1 Change in Control. A "Change in Control" for purposes of the Plan
shall be deemed to have occurred if (i) the Company ceases to be publicly owned
with at least 1,000 stockholders; (ii) a person, partnership, joint venture,
corporation or other entity, or two or more of any of the foregoing acting as a
group (or a "person" within the meaning of Sections 13(d)(3) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the "Act"), other than the
Company, a majority-owned subsidiary of the Company or an employee benefit plan
of the Company or such subsidiary, become(s) the "beneficial owner" (as defined
in Rule 13d-3 under the Act) of 20% or more of the then outstanding voting
stock of the Company; (iii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Company's Board
of Directors (together with any new Director whose election by the Company's
Board of Directors or whose nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds of the Directors
then
still in office who either were Directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Directors then in office; or (iv)
the Company's Board of Directors determines that a tender offer for the
Company's shares indicates a serious intention by the offeror to acquire
control of the Company.
4.2 Lump Sum Payment. Upon a Change in Control, each individual then
entitled to benefits under the Plan, including for this purpose, each non-
employee Director who has met the service requirements for such benefits but is
not yet receiving payments, shall automatically be paid a lump sum amount in
cash by the Company equal to the actuarial present value of such benefits
discounted to present value using the settlement rate under Financial
Accounting Standard No. 87 (or any successor standard then in effect) applied
by the Company on the January 1 next preceding or coinciding with the date of
the Change in Control applied to each future payment from the time it
ordinarily would have become payable to the date of the Change in Control.
Such actuarial present value shall be determined by the actuary then providing
actuarial services to the Company's Salaried Pension Plan. Such lump sum
payment shall be made immediately upon a Change in Control regardless of the
age of the individual at the time and shall be in lieu of any benefits under
the Plan which might otherwise become due thereafter. If a Director is less
than age 65 on the date of a Change in Control, the above calculation shall
assume the Change in Control occurred at age 65. In the event such lump sum
payment shall be subject to tax under Section 4999 of the Internal Revenue Code
or a successor provision ("4999"), such payment shall be increased so that
after paying the tax imposed by 4999 and the income tax on the amount of the
increase provided by this sentence, the payee will have received a net payment
equal to that which he or she would have received if 4999 did not apply.
Article V. General
5.1 Administration. The Plan will be administered by the Vice President
- - Human Resources of the Company or other Officer of the Company having
substantially similar responsibilities. All decisions by such executive with
respect to interpretation of the terms of the Plan or questions or disputes
arising under the Plan shall be final and binding.
5.2 Removal from the Plan; Non-Payment of Benefits. Any Director may be
removed from the Plan by the Directors Committee of the Board at any time for
cause, whether or not the Director has begun to receive payments under the
Plan, provided that the Director and his or her spouse shall not be required to
return any payments made prior to removal. Cause for purposes of this Section
5.2 means the willful engaging by a Director in misconduct significantly and
demonstrably injurious to the Company or in conduct constituting a felony or
fraud. Neither the Director nor his or her spouse shall be entitled to receive
any payments from the Plan from and after the date of the removal of the
director nor shall any such individual have any cause of action as a result of
such removal.
5.3 Liability for Payment. The obligations of the Company hereunder
shall not be funded in any manner. The rights of any person to receive
benefits under the Plan are limited to those of a general creditor of the
Company.
5.4 Amendment and Termination. The Plan may be amended or terminated at
any time or from time to time by the Board without adversely affecting rights,
if any, of non-employee Directors accrued prior to the date of such amendment
or termination.
5.5 Assignability. No right to payment or any other interest under the
Plan shall be assignable or subject to attachment, execution or levy of any
kind.
5.6 Consulting. Each individual receiving benefits under the Plan, and
in consideration therefor, shall be expected to be available for a one-year
period following his retirement from the Board, to consult, upon reasonable
request, with the Chief Executive Officer of the Company and with the Board,
provided that such consulting shall be on a basis which is consistent with the
individual's retirement, age and health, and his other business affiliations.