Exhibit 10(s)
OLIN CORPORATION
1997 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
As Amended and Restated Effective October 2, 1997
1. PURPOSE. The purpose of the Olin Corporation 1997 Stock Plan for Non-
employee Directors is to promote the long-term growth and financial success of
Olin Corporation by attracting and retaining non-employee directors of
outstanding ability and by promoting a greater identity of interest between its
non-employee directors and its shareholders.
2. DEFINITIONS. The following capitalized terms utilized herein have the
following meanings:
"Annual Grant Participant" means a Non-employee Director who is
not eligible for any other pension benefits from the Company, including,
but not limited to, benefits from the Olin Employees Pension Plan, the
Olin Senior Executive Pension Plan or another pension plan of the
Company.
"Board" means the Board of Directors of the Company.
"Cash Account" means an account established under the Plan for a
Non-employee Director to which cash meeting fees and retainers have been
or are to be credited in the form of cash.
"Change in Control" means any of the following: (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
"person" within the meaning of Section 13(d)(3) of the 1934 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 13d-3
under the 1934 Act) of 20% or more of the then outstanding voting stock
of the Company; and (iii) during any period of two consecutive years,
individuals who at the beginning of such period constitute the Board
(together with any new director whose election by the Board or whose
nomination for election by the Company's shareholders 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.
"Code" means the Internal Revenue Code of 1986, as amended from
time to time.
"Committee" means the Compensation Committee (or its successor)
of the Board.
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"Common Stock" means the Company's Common Stock, $1.00 par value
per share.
"Company" means Olin Corporation, a Virginia corporation, and
any successor.
"Credit Date" means the first day of each calendar quarter,
beginning with January 1, 1998.
"Excess Retainer" means with respect to a Non-employee Director
the amount of the full annual cash retainer payable to such Non-employee
Director from time to time by the Company for service as a director in
excess of $25,000, if any; provided that in the event the annual cash
retainer is prorated to reflect that such Non-employee Director did not
serve as such for the full calendar year, the $25,000 shall be similarly
prorated.
"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.
"Interest Rate" means the rate of interest equal to the
Company's before-tax cost of borrowing as determined from time to time
by the Chief Financial Officer, the Treasurer or the Controller of the
Company (or in the event there is no such borrowing, the Federal Reserve
A1/P1 Composite rate for 90-day commercial paper plus 10 basis points,
as determined by any such officer) or such other rate as determined from
time to time by the Board or the Committee.
"1934 Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"1994 Plan" means the 1994 Stock Plan for Non-employee Directors
as in effect on October 1, 1997.
"Non-employee Director" means a member of the Board who is not
an employee of the Company or any subsidiary thereof.
"One-time Grant Participant" means a Director with an accrued
benefit under the Retirement Plan, as shown on Exhibit 1 hereto;
provided such Director waives his or her rights with respect to the
Retirement Plan. (See Exhibit 1 for the present value of each such
Director's accrued benefit as of December 31, 1996.)
"Plan" means the Olin Corporation 1997 Stock Plan for Non-
employee Directors as amended from time to time.
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"Prior Plans" means the 1994 Plan and all of the Corporation's
other directors compensation plans, programs, or arrangements which
provided for a deferred cash or stock account.
"Retirement Date" means the date the Non-employee Director
ceases to be a member of the Board for any reason.
"Retirement Plan" means the Retirement Plan for Non-employee
Directors of Olin Corporation as in effect December 31, 1996.
"Stock Account" means an account established under the Plan for
a Non-employee Director to which shares of Common Stock have been or are
to be credited in the form of stock.
3. TERM. The Plan became effective January 1, 1997. Once effective, the
Plan shall operate and shall remain in effect until terminated by action of the
Board as provided in Section 9 hereof. The Plan was amended and restated
effective October 2, 1997.
4. ADMINISTRATION. Full power and authority to construe, interpret and
administer the Plan shall be vested in the Committee. Decisions of the Committee
shall be final, conclusive and binding upon all parties.
5. PARTICIPATION. All Non-employee Directors shall participate in the
Plan.
6. GRANTS AND DEFERRALS.
(a) Annual Stock Grant. Subject to the terms and conditions of
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the Plan, each Non-employee Director shall be credited with 204 shares of Common
Stock on January 1 of each calendar year beginning in 1998 and each Annual Grant
Participant shall be credited with 500 shares of Common Stock on January 1 of
each calendar year beginning in 1997. To be entitled to such credit in any
calendar year, a Non-employee Director or an Annual Grant Participant, as the
case may be, must be serving as such on January 1 of such year; provided,
however, in the event a person becomes an Annual Grant Participant subsequent to
January 1 of a calendar year, such Annual Grant Participant, on the first day of
the calendar month following his or her becoming such, shall be credited with
that number of shares (rounded up to the next whole share in the event of a
fractional share) of Common Stock equal to one-twelfth of 500 times the number
of whole calendar months remaining in such calendar year following the date he
or she becomes an Annual Grant Participant. Actual receipt of shares shall be
deferred and each eligible Non-employee Director or Annual Grant Participant, as
the case may be, shall receive a credit to his or her Stock Account in the
amount of such shares and on the date of such credit. A Non-employee Director
may elect in accordance with Section 6(f) to defer to his or her Stock Account
receipt of all or any portion of such shares to a date or dates on or following
such Non-employee Director's or Annual Grant Participant's Retirement Date.
Except with respect to any shares the director has so elected to defer,
certificates representing such shares shall be delivered to the Non-employee
Director (or in the event of death, to his or her beneficiary designated
pursuant to Section 6(h)) as soon as practicable following the Retirement Date.
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(b) Annual Retainer Stock Grant. Subject to the terms and
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conditions of the Plan, on each January 1 of each year beginning with 1998, each
Non-employee Director who is such on such date shall receive that number of
shares (rounded up to the next whole share) of Common Stock having an aggregate
Fair Market Value on such date of $25,000. In the event a person becomes in a
calendar year a Non-employee Director subsequent to January 1 and has not
received the annual stock retainer for such calendar year, such person, on the
first day of the calendar month following his or her becoming such, shall
receive that number of shares (rounded up to the next whole share in the event
of a fractional share) of Common Stock having an aggregate Fair Market Value on
such first day of an amount equal to $2,084 times the number of whole calendar
months remaining in such calendar year following the date he or she becomes a
Non-employee Director. The annual cash retainer payable to the Non-employee
Director shall be reduced by the aggregate Fair Market Value of the shares the
Non-employee Director receives or defers as the annual retainer stock grant
(excluding any rounding of fractional shares) on the date the Non-employee
Director becomes entitled to receive shares under this Section 6(b) for such
calendar year. A Non-employee Director may elect to defer receipt of all or any
portion of such shares in accordance with Section 6(f). Except with respect to
any shares the director has so elected to defer, certificates representing such
shares shall be delivered to such Non-employee Director as soon as practicable
following the date as of which the shares are awarded.
(c) One-time Stock Grant. Subject to the terms and conditions of
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the Plan, each One-time Grant Participant shall be credited as of January 15,
1997, with that number of shares (rounded up to the next whole share in the
event of a fractional share) of Common Stock equal to the present value of his
or her accrued benefit under the Retirement Plan, divided by the Fair Market
Value per share on January 15, 1997. Actual receipt of all shares credited under
this Section 6(c) shall be deferred and each One-time Grant Participant shall
receive a credit to his or her Stock Account in the amount of such credit on
January 15, 1997. A One-time Grant Participant may elect in accordance with
Section 6(f) to defer receipt of all or any portion of such shares to a date or
dates following such One-time Grant Participant's Retirement Date. Except with
respect to any shares so deferred, certificates representing such shares shall
be delivered to the One-time Grant Participant (or in the event of death, to his
or her beneficiary designated pursuant to Section 6(i)) as soon as practicable
following his or her Retirement Date.
(d) Election to Receive Meeting Fees and Excess Retainer in
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Stock in Lieu of Cash. Subject to the terms and conditions of the Plan, a Non-
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employee Director may elect to receive all or a portion of the director meeting
fees and all or a portion of the Excess Retainer payable in cash by the Company
for his or her service as a director for the calendar year in the form of shares
of Common Stock. Such election shall be made in accordance with Section 6(f).
The number of shares (rounded up to the next whole share in the event of a
fractional share) for a calendar year payable to a Non-employee Director who so
elects to receive all or a portion of the Excess Retainer in the form of shares
for such year shall be paid on January 1 (or in the case of proration, when the
annual stock retainer is to be paid or credited) equal to the amount of Excess
Retainer which has been elected to be paid in shares divided by the Fair Market
Value per share on January 1 of such calendar year (or in the case of a Non-
employee Director who becomes such after January 1, on the first day of the
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calendar month following the day such new Non-employee Director became such).
The number of shares (rounded up to the next whole share in the event of a
fractional share) for a calendar quarter payable to a Non-employee Director who
so elects to receive meeting fees in the form of shares shall be equal to the
aggregate Fair Market Value on the Credit Date following such quarter of the
director meeting fees which have been earned in such quarter and which are
elected to be paid in shares. Except with respect to any shares the director has
elected to defer, certificates representing such shares shall be delivered to
the Non-employee Director as soon as practicable following the date as of which
the Excess Retainer and/or meeting fees would have been paid in cash absent an
election hereunder.
(e) Deferrals of Meeting Fees and Excess Retainer. Subject to
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the terms and conditions of the Plan, a Non-employee Director may elect to defer
all or a portion of the shares payable under Section 6(d) and all or a portion
of the director meeting fees and Excess Retainer payable in cash by the Company
for his or her service as a director for the calendar year. The amount of the
Excess Retainer deferred in cash shall be credited on January 1 (or in the case
of proration, on the first day of the next calendar month following the day such
new Non-employee Director becomes such). Such election shall be made in
accordance with Section 6(f). A Non-employee Director who elects to so defer
shall have any deferred shares deferred in the form of shares of Common Stock
and any deferred cash fees and retainer deferred in the form of cash.
(f) Elections.
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(1) Deferrals. All elections under Sections 6(a), 6(b),
6(c), 6(d), 6(e), 6(f)(2) and 6(f)(3) shall (A) be made in writing and
delivered to the Secretary of the Company and (B) be irrevocable. All
Non-employee Director elections for payments in cash or stock or for
deferrals shall be made before January 1 of the year in which the shares
of Common Stock or director's fees and retainer are to be earned (or, in
the case of an individual who becomes a Non-employee Director during a
calendar year, prior to the date of his or her election as a director).
All One-time Grant Participant elections shall be made before December
31 of the year prior to the year in which the shares of Common Stock are
to be granted (or, in the case of an individual who becomes an Annual
Grant Participant during a calendar year, before the last day of the
calendar month of his or her becoming such). Deferral elections shall
also (A) specify the portions (in 25% increments) to be deferred and (B)
specify the future date or dates on which deferred amounts are to be
paid, or the future event or events upon the occurrence of which the
deferred amounts are to be paid, and the method of payment (lump sum or
annual installments (up to 10)). However, Non-employee Directors may
elect to defer all of his or her cash dividends on the Stock Account in
whole and not in part and all of his or her interest on the Cash Account
in whole but not in part. Installment payments from an Account shall be
equal to the Account balance (expressed in shares in the case of the
Stock Account, otherwise the cash value of the Account) at the time of
the installment payment times a fraction, the numerator of which is one
and the denominator of which is the number of installments not yet paid.
Fractional shares to be paid in any installment shall be rounded up to
the next whole share. In the event of an election under Section 6(d) for
director meeting fees or
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Excess Retainer to be paid in shares of Common Stock, the election shall
specify the portion (in 25% increments) to be so paid. Any change with
respect to the terms of a Non-employee Director's election for (A)
amount or form of any future deferral or the form of payment of any
director compensation hereunder may be made at any time prior to such
compensation being earned (and in the case of quarterly fees, prior to
the start of the quarter in which the fees are to be earned) and (B) the
timing (which timing may not accelerate a distribution date) or amount
of payments from any 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.
(2) Stock Account. On the Credit Date (or in the case of
a proration, on the first day of the appropriate calendar month), a Non-
employee Director who has elected to defer shares under Sections 6(b) or
6(e) shall receive a credit to his or her Stock Account. The amount of
such credit shall be the number of shares so deferred (rounded to the
next whole share in the event of a fractional share). A Non-employee
Director may elect to defer the cash dividends paid on his or her Stock
Account in accordance with Section 6(f)(1).
(3) Cash Account. On the Credit Date or in the case of
the Excess Retainer, on the day on which the Non-employee Director is
entitled to receive such Excess Retainer, a Non-employee Director who
has elected to defer cash fees and/or the Excess Retainer under Section
6(e) in the form of cash shall receive a credit to his or her Cash
Account. The amount of the credit shall be the dollar amount of such
Director's meeting fees earned during the immediately preceding
quarterly period or the amount of the Excess Retainer to be paid for the
calendar year, as the case may be, and in each case, specified for
deferral in cash. A Non-employee Director may elect to defer interest
paid on his or her Cash Account in accordance with Section 6(f)(1).
(4) Dividends and Interest. Each time a cash dividend is
paid on the Common Stock, a Non-employee Director who has shares
credited to his or her Stock Account shall be paid on the dividend
payment date such cash dividend in an amount equal to the product of the
number of shares credited to the Non-employee Director's Stock Account
on the record date for such dividend times the dividend paid per share
unless the director has elected to defer such dividend to his or her
Stock Account as provided herein, in which case the Non-employee
Director shall receive a credit for such dividends on the dividend
payment date to his or her Stock Account. The amount of the dividend
credit shall be the number of shares (rounded to the nearest one-
thousandth of a share) determined by multiplying the dividend amount per
share by the number of shares credited to such director's Stock Account
as of the record date for the dividend and dividing the product by the
Fair Market Value per share on the dividend payment date. A Non-employee
Director who has a Cash Account shall be paid directly on each Credit
Date interest on such account's balance at the end of the preceding
quarter, payable at a rate equal to the Interest Rate in effect for such
preceding quarter unless such Non-employee Director has elected to defer
such interest to his or her Cash Account, in which case such interest
shall be credited to such Cash Account on the Credit Date.
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(5) Payouts. Cash Accounts will be paid out in cash and
Stock Accounts shall be paid out in shares of Common Stock. Cash amounts
credited to a Cash Account and certificates representing shares credited
to a Stock Account shall be delivered to the Non-employee Director as
soon as practicable following the termination of the deferral and
consistent therewith.
(g) No Stock Rights. Except as expressly provided herein, the
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deferral of shares of Common Stock into a Stock Account shall confer no rights
upon such Non-employee Director, as a shareholder of the Company or otherwise,
with respect to the shares held in such Stock Account, but shall confer only the
right to receive such shares credited as and when provided herein.
(h) Change in Control. Notwithstanding anything to the contrary
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in this Plan or any election, in the event a Change in Control occurs, amounts
and shares credited to Cash Accounts (including interest accrued to the date of
payout) and Stock Accounts shall be promptly distributed to Non-employee
Directors except the Stock Account shall be paid out in cash and not in the form
of shares of Common Stock. For this purpose, the cash value of the amount in the
Stock Account shall be determined by multiplying the number of shares held in
the Stock Account by the higher of (i) 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 (ii) 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.
(i) Beneficiaries. A Non-employee Director may designate at any
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time and from time to time a beneficiary for his or her Stock and Cash Accounts
in the event his or her Stock or Cash Account may be paid out following his or
her death. Such designation shall be in writing and must be received by the
Company prior to the death to be effective.
(j) Prior Plan Accounts. Upon the effective date of this
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amendment and restatement, a Participant or any former Non-employee Director who
had an existing account under any Prior Plan shall automatically have such
account transferred, in the case of an account denominated in cash, to the Cash
Account, and in the case of an account denominated in Olin Common Stock, to the
Stock Account, to be maintained and administered pursuant to the terms and
conditions of this Plan; provided that prior annual 100-or 204-share grant
deferrals shall be treated as deferrals of 204-share grants under this Plan, the
$25,000 annual share grant under the 1994 Plan shall be treated as deferrals
under Paragraph 6(b) hereof and deferrals of meeting fees under all Prior Plans
and of the Excess Retainer under the 1994 Plan shall be treated as deferrals
under Paragraph 6(d) hereof. Prior elections and beneficiary designations under
the 1994 Plan and this Plan shall govern this Plan unless changed subsequent to
the date of this amendment and restatement.
7. LIMITATIONS AND CONDITIONS.
(a) Total Number of Shares. The total number of shares of Common
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Stock that may be issued to Non-employee Directors under the Plan is 150,000.
Such total number of shares may consist, in whole or in part, of authorized but
unissued shares. The foregoing
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number may be increased or decreased by the events set forth in Section 8 below.
No fractional shares shall be issued hereunder. In the event a Non-employee
Director is entitled to a fractional share, such share amount shall be rounded
upward to the next whole share amount.
(b) No Additional Rights. Nothing contained herein shall be
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deemed to create a right in any Non-employee Director to remain a member of the
Board, to be nominated for reelection or to be reelected as such or, after
ceasing to be such a member, to receive any cash or shares of Common Stock under
the Plan which are not already credited to his or her accounts.
8. STOCK ADJUSTMENTS. In the event of any merger, consolidation, stock
or other non-cash dividend, extraordinary cash dividend, split-up, spin-off,
combination or exchange of shares or recapitalization or change in
capitalization, or any other similar corporate event, the Committee may make
such adjustments in (i) the aggregate number of shares of Common Stock that may
be issued under the Plan as set forth in Section 7(a) and the number of shares
that may be issued to a Non-employee Director with respect to any year as set
forth in Section 6(a) and the number of shares held in a Stock Account, (ii) the
class of shares that may be issued under the Plan and (iii) the amount and type
of payment that may be made in respect of unpaid dividends on shares of Common
Stock whose receipt has been deferred pursuant to Section 6(f), as the Committee
shall deem appropriate in the circumstances. The determination by the Committee
as to the terms of any of the foregoing adjustments shall be final, conclusive
and binding for all purposes of the Plan.
9. AMENDMENT AND TERMINATION. This Plan may be amended, suspended or
terminated by action of the Board. No termination of the Plan shall adversely
affect the rights of any Non-employee Director with respect to any amounts
otherwise payable or credited to his or her Cash Account or Stock Account.
10. NONASSIGNABILITY. No right to receive any payments under the Plan or
any amounts credited to a Non-employee Director's Cash or Stock Account shall be
assignable or transferable by such Non-employee Director other than by will or
the laws of descent and distribution or pursuant to a domestic relations order.
The designation of a beneficiary under Section 6(i) by a Non-employee Director
does not constitute a transfer.
11. UNSECURED OBLIGATION. Benefits payable under this Plan shall be an
unsecured obligation of the Company.
12. RULE 16b-3 COMPLIANCE. It is the intention of the Company that all
transactions under the Plan be exempt from liability imposed by Section 16(b) of
the 1934 Act. Therefore, if any transaction under the Plan is found not to be in
compliance with Rule 16b-3, the provision of the Plan governing such transaction
shall be deemed amended so that the transaction does so comply and is so exempt,
to the extent permitted by law and deemed advisable by the Committee, and in all
events the Plan shall be construed in favor of its meeting the requirements of
Rule 16b-3.
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Exhibit 1
Accrued Benefits Under the Retirement Plan for Non-Employee Directors of
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Olin Corporation
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NON-EMPLOYEE DIRECTOR PRESENT VALUE OF ACCRUED BENEFIT
AS OF DECEMBER 31, 1996
Richard E. Cavanagh $74,000
William W. Higgins $144,000
Suzanne Denbo Jaffe $90,000
Jack D. Kuehler $181,000
H. William Lichtenberger $144,000
G. Jackson Ratcliffe $138,000
William L. Read $253,000
John P. Schaefer $155,000