EXHIBIT 10(d)
SUPPLEMENTAL CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
As amended through March 1, 2001
Olin Corporation ("Olin") hereby restates the Supplemental Contributing
Employee Ownership Plan (the "Plan" or "SCEOP"), effective March 1, 2001. The
Plan was originally effective as of January 1, 1990 and was amended from time to
time prior to its restatement herein. The Plan is intended to be an unfunded,
nonqualified deferred compensation plan for certain management and highly
compensated employees, as described in Section 201(2) and 301(a)(3) of the
Employee Retirement Income Security Act ("ERISA").
Prior to March 1, 2001, the Olin Corporation Contributing Employee
Ownership Plan ("CEOP") was a multiple employer plan and Arch Chemicals, Inc.
("Arch") was a participating employer in the CEOP. Effective as of March 1,
2001, Arch withdrew as a participating employer from the CEOP and, effective as
of the same date, adopted its own defined contribution plan known as the Arch
Chemicals, Inc. Contributing Employee Ownership Plan (the "Arch CEOP") to which
it transferred all account balances attributable to Arch participants in the
Olin CEOP.
The purpose of this Plan is to permit certain executive employees of Olin
whose contributions to the CEOP are limited under Sections 401(a)(17) of the
Internal Revenue Code of 1986 and the regulations promulgated thereunder (the
"Code"), with certain supplemental benefits to make up for such Code-imposed
limitations.
ARTICLE I
DEFINITIONS AND GENERAL PROVISIONS
1.1 Except as otherwise provided herein, the terms defined in the CEOP are
used herein with the meanings ascribed to them in the CEOP. In addition, when
used herein, the following definitions shall apply:
(a) "Arch Phantom Units" means phantom shares of the CEOP's Arch
Common Stock Fund credited under the SCEOP.
(b) "CEOP Percentage" means, with respect to a SCEOP Participant, the
annual percentage by which such Participant reduces his Maximum Eligible
Compensation on either a before-tax or after-tax basis in calculating
Contributions made to the CEOP (whether as a result of elective, or
automatic, enrollment); provided, however, that, if a Participant's CEOP
percentage exceeds six percent (6%), the Participant may elect, for
purposes of this Plan, to limit the CEOP percentage used under this Plan to
six percent (6%).
(c) "Company" or "Olin" means Olin Corporation and its affiliated
companies.
(d) "Compensation" has the same meaning as under the CEOP, except
that it is not subject to the maximum dollar limitation on compensation
taken into account for purposes of the CEOP under Section 401(a)(17) of the
Code.
(e) "Distribution Date" has the same meaning as that specified in the
Distribution Agreement by and between Olin Corporation and Arch Chemicals,
Inc.
(f) "Dividend Equivalents" means (i) with respect to the Olin Phantom
Units held in a SCEOP Account of a SCEOP Participant, the dollar amount of
regular or special dividends actually paid in cash from time to time on the
actual number of shares of Olin Common Stock reflected in such Olin Phantom
Units; and (ii) with respect to the Arch Phantom Units held in a SCEOP
Account of an Olin Participant, the dollar amount of regular or special
dividends actually paid in cash from time to time on the actual number of
shares of Arch Common Stock reflected in such Arch Phantom Units. Any
Dividend Equivalents shall be deemed reinvested solely in Olin Phantom
Units.
(g) "Excess Company Matching Contribution" means, with respect to a
SCEOP Participant for a Plan Year, an amount derived by multiplying (i) the
percentage used in calculating the Company Matching Contribution
(currently, 100% of the first $25 per month, and 50% of the Participant's
Contribution in excess of $25 per month) under the CEOP, as such percentage
changes from time to time, by (ii) the annual SCEOP Participant
Contribution for that Participant; provided that, if the participant's CEOP
Percentage exceeds six percent (6%), the SCEOP Participant Contribution
will be calculated using six percent (6%) for the CEOP Percentage when
calculating the Excess Company Matching Contribution Notwithstanding the
foregoing, in the event that a Participant is eligible for both a Company
Matching Contribution and an Excess Company Contribution in a given month,
only the first $25 contributed in total to both plans will be matched at
the rate of 100%.
(h) "Excess Performance Contribution" means with respect to a SCEOP
Participant for a Plan Year, the amount derived by multiplying (i) the
percentage used in calculating the Performance Matching Contribution under
the formula contained in the CEOP that is applicable to a SCEOP Participant
for that year, if any, by (ii) the SCEOP Participant Contribution of that
Participant for such year; provided that if such Participant's CEOP
Percentage exceeds six percent (6%), the SCEOP Participant Contribution
will be calculated using six percent (6%) for the CEOP Percentage when
calculating the Excess Performance Contribution.
(i) "Maximum Eligible Compensation" means the annual maximum amount
of Compensation under Section 401(a)(17) of the Code from which a
Participant is permitted to make Contributions to the CEOP, as such maximum
amount is adjusted from time to time under the Code.
(j) "Olin Phantom Units" means phantom shares of the CEOP's Olin
Common Stock Fund credited under the SCEOP.
(k) "Plan Year" means a twelve-month period ending on December 31.
2
(l) "Primex Phantom Units" means phantom units of the CEOP's Primex
Stock Fund credited under the SCEOP, such units deemed to consist of both
Primex Stock and cash.
(m) "SCEOP Participant" or "Olin Participant" means an Olin employee
whose contributions to the CEOP are limited as a result of the imposition
of the limitations set forth in the Sections 401(a)(17) of the Code and who
has filed an election to participate in the SCEOP with the Committee.
(n) "SCEOP Account" for a SCEOP Participant means the Account
established under the SCEOP for such Participant holding Arch Phantom
Units, Olin Phantom Units, and/or any other phantom securities or units
created herein.
(o) "SCEOP Participant Contribution" with respect to a SCEOP
Participant shall mean the annual amount by which the SCEOP Participant has
elected to reduce his Compensation under this Plan, such amount being equal
to the CEOP Percentage multiplied by the difference between (i) such
Participant's Compensation and (ii) his Maximum Eligible Compensation.
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 Any employee of the Company who
(a) is a management employee;
(b) is a "highly compensated employee" within the meaning of Code
Section 414(q);
(c) is participating in the CEOP; and
(d) whose Compensation or rate of pay is in excess of the limitation
contained in Section 401(a)(17) of the Code
shall be eligible to participate in this Plan (an "Eligible Employee").
2.2 Each Eligible Employee wishing to participate in this Plan must
execute and file a salary reduction agreement in a form acceptable to the Plan
Administrator. Initially, such agreement to reduce Compensation shall be filed
within thirty (30) days following such individual becoming an Eligible Employee.
An Eligible Employee not filing such an agreement within the thirty (30) day
period referred to in the preceding sentence must thereafter file such agreement
to reduce Compensation by December 1 of the calendar year prior to the beginning
of the Plan Year for which it will be effective and prior to the calendar year
in which such Compensation would otherwise be earned. Once filed, agreements to
reduce Compensation shall remain in effect for subsequent Plan Years unless
revoked by the Participant in writing in a form acceptable to the Plan
Administrator.
3
2.3 Any election to reduce salary shall be irrevocable for the Plan Year
to which it relates, provided, however, that during a Plan Year a Participant
may elect to cease all salary reductions for the remainder of the Plan Year, in
which case, no subsequent election shall be effective until the beginning of the
next Plan Year.
2.4 No salary reduction election shall be given effect under this Plan
until the Participant has made contributions to the CEOP (i) based on the
maximum amount of eligible compensation permitted by the CEOP and by applicable
law for the Plan Year to which such salary reduction election relates or (ii)
equal to the maximum pretax contributions permitted under Section 401(k) of the
Code, whichever is the first threshold to be met.
ARTICLE III
CONTRIBUTIONS AND ACCOUNTS
3.1 Each SCEOP Participant who so elects for a Plan Year shall defer SCEOP
Participant Contributions on a pre-tax basis. For each SCEOP Participant, a
SCEOP Account will be established. The Account will contain sub-accounts for
each type of contribution credited to the SCEOP Account and for each type of
Phantom Unit credited to his Account. For each Plan Year during which a person
is a SCEOP Participant and making deferrals, the Company (or other Participating
Employer) will credit to the SCEOP Account of each SCEOP Participant the number
of Olin Phantom Units equal in value to the sum of (1) the SCEOP Participant's
Contribution, plus (2) the Excess Company Matching Contribution, plus (3) the
Excess Performance Contribution, if any. Such crediting shall occur periodically
in accordance with the timing of contributions to the CEOP, in the case of the
SCEOP Participant Contributions and Excess Company Matching Contributions, and
as soon as administratively feasible following the making of a Performance
Matching Contribution under the CEOP, in the case of an Excess Performance
Contribution.
3.2 Effective December 31, 1996, Olin spun off its Aerospace and Ordnance
divisions to a separate, publicly traded Company, Primex Technologies, Inc.
("Primex"). As a result of the spin-off of Primex, Participants' SCEOP Account
Balances deemed invested in Olin Phantom Units were credited with a dividend
deemed invested in Primex Phantom Units. For each ten (10) Olin Phantom Units
credited to a Participant's SCEOP Account as of December 31, 1996, the
Participant's SCEOP Account was credited with one Primex Phantom Unit. The value
of the total SCEOP dividend was determined by multiplying the percentage of the
market value of the Olin Common Stock Fund in the CEOP that was held in shares
of Primex stock and related cash immediately following the Primex spin off by
the total market value of the Olin Phantom Units in the SCEOP. This amount was
then allocated to SCEOP Participants based on their number of Primex Phantom
Units divided by the total number of Primex Phantom Units. No new investment in
Primex Phantom Units was permitted.
General Dynamics Corporation and Primex subsequently merged effective
January 25, 2001. As a result of the merger, the value of Participants' SCEOP
Account Balances deemed invested in Primex Phantom Units were deemed liquidated
and Participants were credited
4
with $32.10 for each share of Primex Common Stock Fund in the SCEOP accounts on
January 25, 2001. The amount credited was reinvested in Olin Phantom Units in
the SCEOP at the current market value of the Olin Common Stock Fund in the CEOP.
3.3 A Participant's SCEOP Account will also be credited with Dividend
Equivalents from time to time, solely in the form of additional Olin Phantom
Units, when such dividends are paid (i) on the actual number of shares of Olin
Common Stock reflected in the Olin Phantom Units held in such Account, and (ii)
on the actual number of shares of Arch Common Stock reflected in the Arch
Phantom Units held in such Account.
3.4 For purposes of calculating the number of Olin Phantom Units to
be credited to an Olin Participant's SCEOP Account as a result of crediting
Dividend Equivalents or contributions, the SCEOP shall use the Current Market
Value for valuing units in the Olin Common Stock Fund as defined under the CEOP.
Phantom Units will be credited in fractional amounts up to three decimal places.
For purposes of valuing Arch Phantom Units under this Plan, the SCEOP shall use
the Current Market Value for valuing shares in Arch Common Stock Fund as defined
in the CEOP.
3.5 SCEOP Participants may either retain their Arch Phantom Units or
may have their entire Arch Phantom Unit Account Balance(s) deemed transferred at
the then Current Market Value and reinvested in Olin Phantom Units at the then
Current Market Value. Once Arch Phantom Units are deemed transferred and
reinvested, a Participant may not re-direct investment back into Arch Phantom
Units. No new investment, whether in the form of Company or Participant
contributions or Dividend Equivalents, shall be permitted in Arch Phantom Units.
3.6 A Participant shall at all times be fully vested in his SCEOP
Participant Contribution Account Balance, and shall vest in his Excess Company
Matching and Excess Performance Contribution Account Balances in accordance with
the vesting schedule contained in the CEOP. Each Participant shall be deemed
vested in his SCEOP Account Balance to the same extent that he is actually
vested in his CEOP Account Balance. A Participant shall be fully vested in his
SCEOP Account Balance upon his death, upon his termination of service from the
Company and all affiliates after reaching a retirement date under the CEOP, or
upon his termination of service due to his Permanent Disability as defined in
the CEOP.
3.7 In the event that the Compensation Committee of the Board ("the
Committee") determines that any dividend or other distribution,
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of Arch
Common Stock, Olin Common Stock, or any other securities of Arch, Olin or
Primex, issuance of warrants or other rights to purchase Arch Common Stock, Olin
Common Stock, or other securities of these companies, or other similar corporate
transaction or event occurs that affects Arch or Olin Common Stock such that the
Committee determines an adjustment in Phantom Units under the Plan is
appropriate in order to prevent dilution or enlargement of the benefits intended
to be made available under this Plan, then the Committee shall, in such manner
as it deems equitable, adjust Participants' SCEOP Accounts. In the case of a
spin-off, split-up, issuance of an extraordinary stock dividend, or similar
transaction, such adjustment, in the Committee's discretion, may result in
creation of phantom shares in a separate phantom stock
5
fund, reinvestment of such phantom shares in Olin Phantom Units, and the like.
In the case of a merger for cash with respect to Arch Common Stock, the cash
received as a result of such merger shall be deemed reinvested in Olin Phantom
Units. Notwithstanding the foregoing, a Participant to whom Dividend Equivalents
have been allocated shall not be entitled to receive a non-cash special or
extraordinary dividend or distribution unless the Committee expressly authorizes
such receipt.
3.8 Transfers between Arch and Olin. It is contemplated that Plan
--------------------------------
Participants may transfer their employment after the Distribution Date and on or
before February 8, 2000 from Arch to Olin and vice versa and commence, or
---- -----
resume, participation in the SCEOP of the new employer.
(a) Transfer to Arch From Olin. In the event that a Plan Participant
---------------------------
transfers employment to Arch after the Distribution Date and on or prior to
February 8, 2000, benefit accrual under this Plan shall cease and Olin shall
remain liable for payment of any benefits accrued under this Plan to the date of
transfer. No reserves shall be transferred with respect to such Participant. No
separation from service shall be deemed to occur under this Plan permitting a
distribution under this Plan and benefits hereunder shall not commence until the
Participant has terminated his employment with Arch and has otherwise qualified
for benefits hereunder. Olin shall continue to recognize a Participant's service
with Arch and its affiliates subsequent to his transfer to Arch solely for
purposes of determining the Participant's vesting under this Plan.
(b) Transfer from Arch to Olin. In the event that an Arch employee
---------------------------
transfers employment to Olin from Arch after the Distribution Date on or prior
to February 8, 2000, benefit accrual under the Arch SCEOP shall cease and Arch
shall remain liable for payment of any benefits accrued under that Plan to the
employee's date of transfer to Olin. No reserves shall be transferred from Arch
or the Arch SCEOP with respect to such Arch employee. Benefits shall not
commence under the Arch SCEOP until the former Arch employee terminates service
with Arch and its affiliates and has otherwise qualified for benefits under the
Arch SCEOP. Following such transfer, Arch shall continue to credit such
employee's service with Olin and its affiliates subsequent to his transfer to
Olin solely for purposes of determining his vesting under the Arch SCEOP.
ARTICLE IV
DISTRIBUTIONS
4.1 No amounts credited to a Participant's SCEOP Account under this Plan
may be withdrawn or distributed prior to the Participant's termination of
employment with the Company and all affiliates thereof, including, but not
limited to any other corporation in the same controlled group with Olin (within
the meaning of Section 414(b), (c) and (m) of the Code). Amounts credited to a
Participant's Account under this Plan may not be loaned to such Participant. A
Participant's SCEOP Account will be distributed in the form elected under
Section 4.2 upon the earliest to occur of the Participant's death, termination
of service due to Permanent Disability, retirement or termination of active
service from the Company and all affiliates. In the event that an Olin Employee
is employed by Arch on or prior to February 8, 2000, and participates in the
6
Arch SCEOP, no separation from service shall be deemed to occur permitting a
distribution of benefits from this Plan.
4.2 Each Participant whose employment transferred from the Company to
Primex, in connection with the spinoff of Primex, shall be fully vested in his
or SCEOP Account Balance. Such Balance shall continue to be credited with
Dividend Equivalents until it is distributed; however, no such Balance may be
distributed until such Participant terminates active service with Primex or,
after January 25, 2001, General Dynamics Corporation and its subsidiaries.
4.3 Upon becoming a SCEOP Participant, such SCEOP Participant shall elect
to receive the value of his SCEOP Account Balance either (i) in a lump sum, or
(ii) in annual installments for a period not to exceed fifteen (15) years,
commencing on the earliest to occur of the Participant's death, retirement,
termination of service due to Permanent Disability or termination of active
employment from Olin and its affiliated companies. A SCEOP Participant may
change such election upon written notice to the Plan Administrator, provided no
such change shall be given effect if the SCEOP Participant becomes eligible for
a distribution from this Plan within twelve (12) months of such change.
4.4 Installment payments shall commence to be paid as soon as
administratively feasible and generally effective as of the first day of the
month following a Participant's termination of active service. The Company may
delay the payment of any benefit owed hereunder in order to complete the orderly
processing of such benefit.
4.5 Distributions to a SCEOP Participant of his SCEOP Account Balance
shall be made only in the form of cash. Except as provided in Section 7.3, the
value of the amount of any distribution shall be based on the Current Market
Value of shares in the Olin Common Stock Fund and, if applicable, the Arch
Common Stock Fund, as calculated in accordance with the CEOP at the close of
business on the last business day immediately preceding the date on which the
distribution is to be effective.
4.6 Any benefit payable under this Plan on account of the death of a
Participant shall be paid to the Participant's beneficiary as designated or
determined under the terms of the CEOP; however, a Participant may, by filing
with the Plan Administrator prior to death on a form supplied by the Plan
Administrator, designate a different individual or entity to be the designated
Beneficiary of such Participant for purposes of this Plan, in which case the
subsequent designation will supersede any designation of a beneficiary under the
CEOP.
ARTICLE V
LIABILITY FOR PAYMENT
5.1 The Company (and each other Participating Employer) shall pay the
benefits provided hereunder with respect to SCEOP Participants who are employed
or were formerly employed by it during their participation in the Plan. In the
case of a SCEOP Participant who was employed by more than one Participating
Employer, the Committee shall allocate the cost of such benefits among such
Participating Employers in such manner as it deems equitable. The obligations of
the Participating Employer hereunder shall not be funded in any manner. The
rights
7
of any person to receive benefits under this Plan are limited to those of a
general creditor of the Participating Employer liable for such benefits
hereunder.
ARTICLE VI
ADMINISTRATION OF THE PLAN
6.1 The Benefit Plan Review Committee shall be the named Plan
Administrator of this Plan. The Plan Administrator shall administer the Plan for
the exclusive benefit of the Participants (and their Beneficiaries), in
accordance with the terms of the Plan. The Plan Administrator shall have the
absolute discretion and power to determine all questions arising in connection
with the administration, interpretation and application of the Plan. Any such
determination by the Plan Administrator shall be conclusive and binding upon all
persons. The Plan Administrator may correct any defect or reconcile any
inconsistency in such manner and to such extent as shall be deemed necessary or
advisable to carry out the purposes of the Plan; provided, however, that such
interpretation or construction shall be done in a non-discriminatory manner and
shall be consistent with the intent of the Plan, the Code and ERISA.
The Plan Administrator shall:
(a) determine all questions relating to eligibility of Employees to
participate or continue participation in the Plan;
(b) maintain all necessary records for the administration of the
Plan;
(c) interpret the provisions of the Plan and make and publish such
rules for regulation of the Plan as are consistent with the terms hereof;
(d) assist any Participant regarding his rights, benefits or
elections available under the Plan; and
(e) communicate to Employees, Participants and their Beneficiaries
concerning the provisions of the Plan.
The Plan Administrator shall keep a record of all actions taken and shall
keep such other books of account, records and other information that may be
necessary for proper administration of the Plan. The Plan Administrator shall
file and distribute all reports that may be required by the Internal Revenue
Service, Department of Labor or others, as required by law. The Plan
Administrator may appoint accountants, actuaries, counsel, advisors and other
persons that it deems necessary or desirable in connection with the
administration of the Plan.
6.2 Except as otherwise provided herein, all provisions set forth in the
CEOP with respect to the administration of that plan shall also be applicable
with respect to this Plan. For purposes of this Plan, the Company shall be
entitled to rely conclusively upon all tables, valuations, certificates,
opinions and reports furnished by any actuary, accountant, controller, counsel
or other person employed or engaged by the Company or by Olin Corporation with
respect to the CEOP.
8
ARTICLE VII
AMENDMENT, TERMINATION AND CHANGE OF CONTROL
7.1 The Company reserves the right to amend or terminate this Plan at any
time, by action of the Company's Board of Directors, the Compensation Committee
of the Board, or such other committee from time to time designated by the Board,
and without the consent of any employee or other person.
7.2 Notwithstanding Section 7.1 above, no amendment or termination of the
Plan shall directly or indirectly reduce the balance to the credit of any
Participant hereunder as of the effective date of such amendment or termination.
Upon termination of the Plan, no additional amounts shall be credited under the
terms of the Plan. Notwithstanding the termination of this Plan, amounts
credited hereunder shall not be distributed to Participants except as provided
in Article IV, above.
7.3 Upon a Change of Control (as defined below), the Plan shall terminate
and the Account Balance of a SCEOP Participant shall be paid in cash to such
Participant as promptly as practicable, but in no event later than 30 days
following the Change in Control. The spin-off of Arch from Olin Corporation
shall not be deemed to be a change of control entitling any Participant herein
to benefits under this Plan. For purposes of the Plan, a "Change in Control" of
the Company shall have occurred in the event that
(i) the Company ceases to be, directly or indirectly, owned of
record by 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 "person"
within the meaning of Section 13(d)(3) 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 (or such plan's related trust), become(s)
the "beneficial owner" (as defined in Rule 13d-3 of the Act) of 20% or
more of the then outstanding voting stock of the Company; or
(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 or whose nomination for election by the Company's
stockholders, was approved by a vote of at least two-thirds of the
Directors of the Company 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) all or substantially all of the business of the Company is
disposed of pursuant to a merger, consolidation or other transaction
in which the Company is not the surviving corporation or the Company
combines with another company and is the
9
surviving corporation (unless the shareholders of the Company
immediately following such merger, consolidation, combination, or
other transaction beneficially own, directly or indirectly, more than
50% of the aggregate voting stock or other ownership interests of (x)
the entities, if any, that succeed to the business of the Company or
(y) the combined company); or
(v) the shareholders of the Company approve a sale of all or
substantially all of the assets of the Company or a liquidation or
dissolution of the Company
For purposes of computing the payout under this Section 7.3, the cash value of
the SCEOP Account of a Participant shall be determined by:
(i) multiplying the actual number of shares of Olin Common Stock
reflected in a Participant's Olin Phantom Units by the greater of (a) the
highest Current Market Value of the Common Stock (as defined in the CEOP
Plan) on any date within the period commencing thirty (30) days prior to
such Change in Control and ending on the date of the Change in Control, or
(b) if the Change in Control occurs as a result of a tender or exchange
offer or consummation of a corporate transaction, then the highest price
paid per share of Common Stock pursuant thereto;
(ii) adding any cash portion attributable to a Participant's Olin Phantom
Units held in his SCEOP Account; then
(iii) adding the then Current Market Value of that portion of a
Participant's SCEOP Account which is deemed invested in Arch Phantom Units
(and any other phantom units or stock fund established in the SCEOP).
ARTICLE VIII
GENERAL PROVISIONS
8.1 The Plan at all times shall be entirely unfunded and no provision
shall at any time be made with respect to segregating any assets of the Company
for payment of any distribution hereunder. The right of a Participant or his
designated Beneficiary to receive a distribution hereunder shall be an unsecured
claim against the general assets of the Company, and neither the Participant nor
a designated Beneficiary shall have any rights in or against any specific assets
of the Company. All amounts credited to the SCEOP Accounts of Participants shall
constitute general assets of the Company and may be disposed of by the Company
at such time and for such purposes as it may deem appropriate.
8.2 Nothing contained in the Plan shall constitute a guaranty by the
Company or any other person or entity that the assets of the Company will be
sufficient to pay any benefit hereunder.
8.3 No Participant shall have any right to receive a distribution of
contributions made under the Plan except in accordance with the terms of the
Plan. Establishment of the Plan shall not be construed to give any Participant
the right to be retained in the service of the Company.
10
8.4 No interest of any person or entity in, or right to receive a
distribution under, the Plan shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment or other alienation or encumbrance
of any kind; nor may such interest or right to receive a distribution be taken,
either voluntarily or involuntarily for the satisfaction of the debts of, or
other obligations or claims against, such person or entity, including claims for
alimony, support, separate maintenance and claims in bankruptcy proceedings.
8.5 The Plan shall be construed and administered under the laws of the
State of Connecticut, to the extent not preempted by federal law.
8.6 If any person entitled to a distribution under the Plan is deemed by
the Company to be incapable of personally receiving and giving a valid receipt
for such payment, then, unless and until claim therefor shall have been made by
a duly appointed guardian or other legal representative of such person, the
Company may provide for such payment or any part thereof to be made to any other
person or institution then contributing toward or providing for the care and
maintenance of such person. Any such payment shall be a payment for the account
of such person and a complete discharge of any liability of the Company and the
Plan therefor.
8.7 The Plan shall not be automatically terminated by a transfer or sale
of all or substantially all of the assets of the Company or by the merger or
consolidation of the Company into or with any other corporation or other entity,
but the Plan shall be continued after such sale, merger or consolidation only if
and to the extent that the transferee, purchaser or successor entity agrees to
continue the Plan. In the event that the Plan is not continued by the
transferee, purchaser or successor entity, then the Plan shall terminate,
subject to the provisions of Section 7.2.
8.8 Each Participant shall keep the Company informed of his current
address and the current address of his designated Beneficiary. The Company shall
not be obligated to search for the whereabouts of any person. If the location of
a Participant is not made known to the Company within three (3) years after the
date on which payment of any or all of the Participant's Accounts may first be
made, payment may be made as though the Participant had died at the end of the
three-year period. If, within one additional year after such three-year period
has elapsed, or, within three years after the actual death of a Participant, the
Company is unable to locate any designated Beneficiary of the Participant, then
the Company shall have no further obligation to pay any benefit hereunder to
such Participant or designated Beneficiary and such benefit shall be irrevocably
forfeited.
8.9 This Plan shall constitute the entire agreement between the Company
and its executives concerning the provision of supplemental CEOP benefits.
8.10 Notwithstanding any of the preceding provisions of the Plan, neither
the Company nor any individual acting as employee or agent of the Company shall
be liable to any Participant, former Participant or other person for any claim,
loss, liability or expense incurred in connection with the Plan.
11
IN WITNESS WHEREOF, Olin Corporation has caused this restated Plan to be
executed by its duly authorized officer as of May 9, 2001.
OLIN CORPORATION
By: /s/ Peter C. Kosche
-----------------------------------------
Peter C. Kosche
Its Sr. Vice President, Corporate Affairs
12