Exhibit 10(d)
OLIN CORPORATION
EMPLOYEE DEFERRAL PLAN
1. PURPOSE
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The purpose of this Olin Corporation Employee Deferral Plan (the "Plan") is
to provide eligible employees of Olin Corporation and its subsidiaries and
affiliates with an opportunity to defer compensation earned or to be earned by
them as a means of saving for retirement or other future purposes.
2. DEFINITIONS
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The following definitions shall be applicable throughout the Plan:
(a) "Accounting Date" means each December 31, March 31, June 30 and
September 30.
(b) "Administrator" means the Senior Vice President, Corporate Affairs or
his delegate.
(c) "Beneficiary" means the person(s) designated by the Participant in
accordance with Section 10.
(d) "Board" means the Board of Directors of the Company.
(e) "Cash Account" means an account established under the Plan for a
Participant to which compensation has been or is to be credited in the form of
cash and which is to earn interest at the Rate of Interest as provided herein.
(f) "Change in Control" means that any of the following events shall have
occurred:
(i) the Company ceases to be, directly or indirectly, owned by at
least 1,000 shareholders;
(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 Section 13(d)(3) of the Act), other than the Company, a
majority-owned subsidiary of the Company or an employee benefit plan (or related
trust) of the Company or such subsidiary, become(s) the "beneficial owner" (as
defined in Rule 13(d)(3) under the Act) of 20% or more of the then outstanding
voting stock of the Company;
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(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.
(g) "Committee" means the Compensation Committee (or its successor) of the
Board.
(h) "Common Stock" means the Company's common stock, $1.00 par value per
share.
(i) "Company" means Olin Corporation, a Virginia corporation, its divisions
and subsidiaries.
(j) "Compensation" means any employee compensation which represents salary,
severance pay, bonus, or any other incentive plan payout, in the form of cash or
stock, including but not limited to payouts or payment distributions from the
EVA Incentive Plan, Performance Unit Plan and 1991 Olin Long Term Incentive Plan
but excluding stock resulting from employee stock option exercises and excluding
other incentive payouts which the Administrator determines prospectively not
eligible to be deferred under this Plan.
(k) "Compensation Account" means the account established under the Plan to
which the Participant's Deferred Compensation is credited, including the Cash
Account, Stock Account, and such other investment accounts as the Committee may
establish from time to time.
(l) "Corporate Human Resources" means the Corporate Human Resources
Department of the Company.
(m) "Credit Date" means with respect to Deferred Compensation, such date as
designated by Corporate Human Resources that Deferred Compensation shall be
credited to the Compensation Account.
(n) "Deferred Compensation" means the Compensation elected by the
Participant to be deferred pursuant to the Plan.
(o) "Election" means a Participant's delivery of a written notice of
election to Corporate Human Resources electing to defer payment of all or a
portion of his or her Compensation.
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(p) "Employee" means a full-time, active salaried employee (which term
shall be deemed to include officers) of the Company and its affiliates who has
at least 1182 Hay Points and who has been selected by the Administrator or the
Committee to participate in this Plan.
(q) "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(r) "Fair Market Value" means, with respect to a date, on a per share
basis, the average of the high and the low price of a share of Common Stock
reported on the consolidated tape of the New York Stock Exchange on such date or
if the New York Stock Exchange is closed on such date, the next succeeding date
on which it is open.
(s) "Fiscal Year" means that annual period commencing January 1 and ending
the following December 31.
(t) "Participant" means an Employee selected by the Administrator to
participate in the Plan and who has elected to defer payment of all or a portion
of his or her Compensation under the Plan. "Participant" shall also include any
person who had an account under the Prior Plans which has been transferred to
this Plan.
(u) "Plan" means this Olin Corporation Employee Deferral Plan.
(v) "Rate of Interest" means the rate of interest for the quarterly period
ending with the Accounting Date equal to (i) the Company's before-tax cost of
borrowing as determined from time to time by the Chief Financial Officer,
Controller or Treasurer (or in the event there is no such borrowing, the Federal
Reserve A1/P1 Composite rate for 90-day commercial paper plus 10 basis points as
determined by such officer) or (ii) such other rate as the Board or the
Committee may select prospectively from time to time.
(w) "Prior Plans" mean the deferral plans and arrangements utilized by
present and past employees or consultants for the deferral of payouts or
distributions of salary, bonuses (other than Bonus bank amounts under the EVA
Incentive Plan), performance shares, performance units and retention units, all
which are being replaced by this Plan as of the effective date of this Plan
identified in Section 16.
(x) "Section 16(b) Employee" means an Employee or former Employee who is
subject to Section 16(b) of the Exchange Act.
(y) "Stock-based Compensation" means Compensation that is being paid out in
the form of shares of Common Stock (excluding stock options), such as retention
stock units, performance shares and restricted stock units.
(z) "Stock Account" means an account established under the Plan to which
shares of Common Stock have been or are to be credited in the form of phantom
stock.
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(aa) "Stock Unit(s)" means the share equivalents credited to the Stock
Account of a Participant's Compensation Account pursuant to Section 6, with one
Stock Unit equal to one share of Common Stock.
(bb) "Termination" means retirement from the Company or termination of
services as an Employee for any other reason.
3. SHARES; ADJUSTMENTS IN EVENT OF CHANGES IN CAPITALIZATION
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(a) Shares Authorized for Issuance. There shall be reserved for issuance
under the Plan 100,000 shares of Common Stock, subject to adjustment pursuant to
subsection (b) below.
(b) Adjustments in Certain Events. In the event of any change in the
outstanding Common Stock of the Company by reason of any stock split, share
dividend, recapitalization, merger, consolidation, reorganization, combination,
or exchange or reclassification of shares, split-up, split-off, spin-off,
liquidation or other similar change in capitalization, or any distribution to
common shareholders other than cash dividends, the number or kind of shares or
Stock Units that may be issued or credited under the Plan may be adjusted by the
Committee so that the proportionate interest of the Participants shall be
maintained as before the occurrence of such event. Such adjustment shall be
conclusive and binding for all purposes of the Plan.
4. ELIGIBILITY
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The Administrator shall have the authority to select among any Employees
those Employees who shall be eligible to participate in the Plan. Deferrals to
a Stock Account by Section 16(b) Employees must be approved by the Committee.
5. ADMINISTRATION
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Full power and authority to construe, interpret and administer the Plan
shall be vested in the Committee. This power and authority includes, but is not
limited to, selecting compensation eligible for deferral, establishing deferral
terms and conditions and adopting modifications, amendments and procedures as
may be deemed necessary, appropriate or convenient by the Committee. Decisions
of the Committee shall be final, conclusive and binding upon all parties. Day-
to-day administration of the Plan shall be the responsibility of Corporate Human
Resources.
6. PARTICIPANT ACCOUNTS
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Upon election to participate in the Plan, there shall be established a
Compensation Account for the Participant to which there shall be credited any
Deferred Compensation as of the Credit Date for such deferral. For each type of
Compensation to be deferred, the Plan shall provide for a Cash Account and a
Stock Account. Stock-based Compensation may only be deferred to a Stock
Account. The Committee may establish from time to time other types of
Compensation Accounts reflecting different investment options. Each
Participant's
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Compensation Account shall be credited (or debited) on each Accounting Date with
income (or loss) based on a hypothetical investment in any one or more of the
investment options available under the Plan, as prescribed by the Plan or the
Committee. Gains, losses and other elements of determining value shall be
determined substantially on the basis of a hypothetical investment in the
various investment options, as determined and applied in the manner deemed
appropriate by the Committee.
If a Participant elects to invest all or any portion of his or her Deferred
Compensation in the Stock Account, that portion of the Participant's
Compensation Account shall be credited on the Credit Date with Stock Units equal
to the number of shares of Common Stock (including fractions of a share
determined to three decimal places) that could have been purchased with the
amount of such Deferred Compensation at the Fair Market Value on the Credit
Date; provided in the case of Stock-based Compensation, the Stock Account shall
be credited with the number of Stock Units equal to the number of shares being
paid out as the Stock-based Compensation.
Each time a cash dividend is paid on the Common Stock, a Participant who
has shares credited to his or her Stock Account shall receive a credit in Stock
Units for such dividends on the dividend payment date to his or her Stock
Account. The number of additional Stock Units (rounded to the nearest one-
thousandth of a share) credited to the Stock Account will be determined by
dividing (i) the product of (a) the dollar value of the cash dividend declared
in respect of a share of Common Stock multiplied by (b) the number of Stock
Units credited to the Participant's Stock Account as of the dividend record date
by (ii) the Fair Market Value of a share of Common Stock on the dividend payment
date.
The Cash Account of a Participant shall be credited on each Accounting Date
with interest for the quarter ending on such date, payable at the Rate of
Interest on such date.
A Participant who had an existing deferred account under the Prior Plans
shall automatically have such account transferred to a Compensation Account
under this Plan to be maintained and administered pursuant to the terms and
conditions of this Plan. A cash account of a Prior Plan shall be transferred to
the Cash Account maintained under the Plan for such Prior Plan and a stock
account for a Prior Plan shall be transferred to the Stock Account maintained
under this Plan for such Prior Plan.
Amounts credited to a Compensation Account shall remain a part of the
general funds of the Company and nothing contained in this Plan shall be deemed
to create a trust or fund of any kind or create any fiduciary relationship.
Nothing contained herein shall be deemed to give any Participant any ownership
or other proprietary, security or other rights in any funds, stock or assets
owned or possessed by the Company, whether or not earmarked for the Company's
own purposes as a reserve or fund to be utilized by the Company for the
discharge of its obligations hereunder. To the extent that any person acquires
a right to receive payments or distributions from the Company under this Plan,
such right shall be no greater than the right of any unsecured creditor of the
Company.
7. MANNER OF ELECTION
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(a) General. Any Employee selected by the Administrator to participate in
the Plan may elect to do so in any Fiscal Year by delivering to Corporate Human
Resources a written notice on a form prescribed by Corporate Human Resources
electing to defer payment of all or a portion (in 25% increments or other
increments so prescribed by the Committee) of his or her Compensation (an
"Election"), provided Section 16(b) Employees who elect to defer to a Stock
Account shall have the prior approval of the Committee. Such Election shall
specify whether the payout for the Compensation Account shall be in a lump sum
or in annual installments (not to exceed 20). Separate elections may be made
with respect to each type of Deferred Compensation; however, Compensation
Accounts for the same type of Deferred Compensation shall be paid out in
accordance with the same payout schedule. The Election must be filed on or
before December 31 in order to be effective for amounts earned in the
immediately succeeding Fiscal Year. An effective Election may not be revoked or
modified (except as otherwise stated herein) with respect to a Fiscal Year for
which such Election is effective.
(b) Changes in Election. A Participant will be allowed to change the
Election as provided herein. Any change with respect to the terms of a
Participant's Election for (i) amount or form of any future deferral hereunder
may be made at any time prior to such Compensation being earned and (ii) the
timing (which change may not accelerate a distribution date) or amount of
payments from any Compensation Account shall only be effective if made at least
six months prior to the payout and in the calendar year prior to the calendar
year payout is to occur.
8. MANNER OF PAYMENT
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(a) Form of Payment. In accordance with the Participant's Election,
amounts credited to a Participant's Compensation Account will be paid in a lump
sum or in the form of annual installments. Except as provided in Section 11, in
the case of distributions from the Stock Account (unless the Administrator, or
in the case of a Section 16(b) Employee, the Committee, decides it shall be in
the form of cash), distributions shall be in shares of Common Stock and in case
of distributions from any other Compensation Account, distributions shall be in
the form of cash (unless the Committee decides it shall be in the form of shares
of Common Stock), in each case to the Participant or, in the event of his or her
death, to the Beneficiary. If a Participant elects to receive payment in
installments, the payment period shall not exceed 20 years. Payment dates shall
be January 1 or July 1 pursuant to Participant's Election.
(b) Calculation for Payments in Cash. The amount of any cash distribution
to be made in installments with respect to a Compensation Account (other than
the Stock Account) will be determined by multiplying (i) the balance in such
Compensation Account on the payment date by (ii) a fraction, the numerator of
which is one and the denominator of which is the number of installments in which
distributions remain to be made (including the current distribution). If a
Stock Account is to be paid out in cash, the amount of any cash distribution to
be made in installments with respect to Stock Units will be determined by (i)
multiplying the number of Stock Units attributable to such installment
(determined as hereinafter provided) by (ii) the Fair Market Value of a share of
Common Stock on the fifth business day immediately prior to the date on which
such installment is to be paid. The number of Stock
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Units attributable to an installment shall be determined by multiplying (i) the
current number of Stock Units in the Stock Account by (ii) a fraction, the
numerator of which is one and the denominator of which is the number of
installments in which distributions remain to be made (including the current
distribution).
(c) Calculation for Payments in Stock. The amount of any stock
distribution to be made in installments with respect to the amount of a
Compensation Account invested in the Stock Account shall be determined by
multiplying (i) the current number of Stock Units by (ii) a fraction, the
numerator of which is one and the denominator of which is the number of
installments in which distributions remain to be made (including the current
distribution). If a Compensation Account (other than the Stock Account) is to
be paid out in shares of Common Stock, the amount of any stock distribution to
be made in installments with respect to such Compensation Account shall be
determined by dividing the amount of cash attributable to such installment
(determined as provided above) by the Fair Market Value of the Common Stock on
the fifth business day immediately prior to the date on which such installment
is to be paid.
(d) Fractional Shares; Required Withholding. Only whole numbers of shares
of Common Stock will be issued, with any fractional shares to be paid in cash.
To the extent required by law, taxes shall be withheld from payouts of the
Compensation Account, provided that if a fractional share results after
withholding, such fractional share shall be withheld as additional tax.
9. COMMENCEMENT OF PAYMENTS
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Payments of amounts deferred pursuant to a valid Election shall commence
(i) with respect to a lump sum, on January 1 or July 1 as indicated in a
Participant's Election and (ii) with respect to annual installments, on January
1 or July 1 of the first calendar year of deferred payment as selected by a
Participant in his or her Election. If a Participant dies prior to the first
deferred payment specified in an Election or prior to completion of all
installments, payments shall commence to the Participant's Beneficiary on the
first or next payment date so specified, unless the Administrator elects
otherwise to provide for a lump-sum distribution of the deceased Participant's
Compensation Accounts.
10. BENEFICIARY DESIGNATION
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A Participant may designate one or more persons to whom payments are to be
made if the Participant dies before receiving payment of any or all amounts due
hereunder. A designation of Beneficiary will be effective only after the signed
Election is filed with Corporate Human Resources while the Participant is alive
and will cancel all designations of Beneficiary signed and filed earlier. If
Corporate Human Resources so permits, Beneficiaries may be designated for each
type of Compensation that is deferred. If the Participant fails to designate a
Beneficiary as provided above, the remaining unpaid amounts shall be paid in one
lump sum to the estate of such Participant. If all Beneficiaries of the
Participant die before the Participant or before complete payment of all amounts
due hereunder, the remaining unpaid amounts shall be paid in one lump sum to the
estate of the last to die of such
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Beneficiaries. A Participant may, at any time prior to death, elect to change
the designation of a Beneficiary.
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11. CHANGE IN CONTROL
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Notwithstanding any provision of this Plan to the contrary, in the event of
a Change in Control, each Participant in the Plan shall receive an automatic
lump-sum cash distribution of all amounts accrued in the Participant's
Compensation Account (including interest at the Rate of Interest from the date
of the Change in Control through the business day immediately preceding the date
of distribution) not later than 15 days after the date of the Change in Control.
For this purpose, the balance in the portion of a Participant's Compensation
Account invested in the Stock Account shall be determined by multiplying the
number of Stock Units by the higher of (a) the highest Fair Market Value on any
date within the period commencing 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 of
the Company 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. Any consideration other than cash forming a part or all of
the consideration for Common Stock to be paid pursuant to the applicable
transaction shall be valued at the valuation price thereon determined by the
Board.
In addition, the Company shall reimburse a Participant for the legal fees
and expenses incurred if the Participant is required to seek to obtain or
enforce any right to distribution. In the event that it is determined that such
Participant is properly entitled to a cash distribution hereunder, such
Participant shall also be entitled to interest thereon payable in an amount
equivalent to the prime rate of interest as announced from time to time by
Citibank, N.A. from the date such distribution should have been made to and
including the date it is made.
Notwithstanding any provision of this Plan to the contrary, this Section 11
as applied to any Participant may not be amended or modified to the detriment of
a Participant after a Change in Control occurs without the written consent of
such Participant.
12. LOANS
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The Administrator may, upon rules and procedures established by it, permit
Participants to borrow from their Compensation Accounts up to 50% of the value
of the Participant's Stock Account and up to 100% of the Participant's other
Compensation Accounts with such accounts constituting security for repayment of
such borrowings and with such borrowings bearing interest at market rates as
determined by the Administrator. In addition to terms established by the
Administrator, borrowings shall be subject to the following terms and
conditions: (1) a borrowing may not exceed in principal amount outstanding at
any one time $50,000 and the minimum borrowed amount shall be $1,000, (2) a
Participant may not have more than one borrowing outstanding hereunder at any
one time, (3) a borrowing shall mature in not more than five years, (4) the
annual interest rate on the borrowing, which shall be fixed during its term
(except it may increase in the case of default), shall be 25 basis points over
the minimum rate required by the Internal Revenue Service to avoid imputation of
income and (5) principal and interest payments will amortize over the life of
the borrowing except Participants with borrowings maturing over two years or
more may instead elect to make annual principal installment payments of five
percent and pay the balance of principal at maturity. Notwithstanding any later
maturity date, all such borrowings
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by Participant become due and payable when the Participants employment with the
Company or any affiliate terminates.
13. INALIENABILITY OF BENEFITS
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The interests of the Participants and their Beneficiaries under the Plan
may not in any way be voluntarily or involuntarily transferred, alienated or
assigned, nor subject to attachment, execution, garnishment or other such
equitable or legal process. A Participant or Beneficiary cannot waive the
provisions of this Section 13.
14. GOVERNING LAW
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The provisions of this plan shall be interpreted and construed in
accordance with the laws of the Commonwealth of Virginia, except to the extent
preempted by Federal law.
15. AMENDMENTS
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The Committee may amend, alter or terminate this Plan at any time without
the prior approval of the Board; provided, however, that the Committee may not,
without approval by the Board increase the number of securities that may be
issued under the Plan (except as provided in Section 3(b)). No amendment or
modification may impair the rights of a Participant to receive amounts accrued
in the Participant's Compensation Account at the time of the effectiveness of
the amendment or modification.
16. EFFECTIVE DATE
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The Plan will become effective as of November 1, 1997.