EXHIBIT 10(e)
OLIN SUPPLEMENTAL CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
EFFECTIVE JANUARY 1, 1990
AS AMENDED AND RESTATED AS OF FEBRUARY 8, 1999
Olin Corporation ("Olin") hereby restates the Olin Supplemental
Contributing Employee Ownership Plan (the "Plan" or "SCEOP"), effective February
8, 1999. 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").
The purpose of this Plan is to provide certain eligible executive
employees, whose contributions to the Olin Corporation Contributing Employee
Ownership Plan (as from time to time amended, 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 units of the CEOP's Arch Common
Stock Fund credited on and after February 8, 1999, under the SCEOP, such
units deemed to consist of both the Common Stock of Arch Chemicals, Inc.
("Arch") and cash.
(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; 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" means Olin Corporation.
(d) "Compensation" shall have the same meaning as under the CEOP,
except that it shall not be 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 Olin Phantom
Units held in a SCEOP Account, 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; (ii)
effective as of December 31, 1996, with respect to Primex Phantom Units
held in a SCEOP Account, the dollar amount of regular or special dividends
actually paid in cash from time to time on the actual number of shares of
Primex Technologies, Inc. common stock ("Primex Stock") reflected in such
Primex Phantom Units; and (iii) effective as of February 8, 1999, with
respect to the Arch Phantom Units held in a SCEOP Account, 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 issued with respect to Primex
Phantom Units and Arch Phantom Units shall be deemed reinvested 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 in
excess of $25 per under the CEOP (as of the date hereof, 50%), by (ii) the
annual Supplemental Plan Contribution for that Participant; provided that,
if the participant's CEOP Percentage exceeds six percent (6%), the
Supplemental Plan Contribution will be calculated using six percent (6%)
for the CEOP Percentage when calculating the Excess Company Matching
Contribution.
(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 CEOP for that year, if any, by (ii) the Supplemental Plan Contribution
of that Participant for such year; provided that if such Participant's CEOP
Percentage exceeds six percent (6%), the Supplemental Plan Contribution
will be calculated using six percent (6%) for the CEOP Percentage when
calculating the Excess Performance Contribution.
(i) "Maximum Eligible Compensation" means the 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 units of the CEOP's Olin Common
Stock Fund held in the SCEOP, such units consisting of both Olin Stock and
cash.
(k) "Plan Year" shall mean a twelve-month period ending on December
31.
(l) "Primex Phantom Units" means, effective on and after December 31,
1996, phantom units of the CEOP's Primex Common Stock Fund held in the
SCEOP, such units consisting of both Primex Stock and cash.
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(m) "SCEOP Participant" shall mean a Participant 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 shall mean the Account
established under the SCEOP for such Participant holding Olin, Primex
and/or Arch Phantom Units and any other phantom securities or units created
herein.
(o) "Supplemental Plan 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.
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. Such agreement to reduce Compensation shall be made 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, and shall remain in effect for subsequent Plan Years unless
revoked by the Participant in writing in a form acceptable to the Plan
Administrator. Notwithstanding the foregoing, for the Plan Year in which a
Participant first becomes eligible to participate in the Plan, a Participant may
make such election within 30 days after he becomes eligible.
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
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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 contributed to the CEOP the maximum amount permitted
by the CEOP and by applicable law for the Plan Year to which such salary
reduction election relates.
ARTICLE III
CONTRIBUTIONS AND ACCOUNTS
3.1 Each SCEOP Participant who so elects for a Plan Year shall defer the
Supplemental Plan Contribution 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. For each Plan Year
during which a person is a SCEOP Participant and making deferrals, the
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 Supplemental Plan 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 Supplemental Plan 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 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 shall be permitted in Primex Phantom Units.
3.3 As a result of the spin-off of Arch, Participants' SCEOP Account
Balances deemed invested in Olin Phantom Units were credited with a dividend
deemed invested in Arch Phantom Units. 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 Arch Common Stock and
related cash immediately following the Arch spin-off by the total market value
of the Olin Phantom Units in the SCEOP. The number of Arch Phantom Units
credited to SCEOP Participants' Arch Phantom Unit Accounts was determined by
dividing the amount of the total SCEOP dividend deemed invested in Arch Phantom
Units by $10.00. No new investment shall be permitted in Arch Phantom Units.
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3.4 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 dividends are paid (i) on the actual number of shares of Olin Common
Stock reflected in the Olin Phantom Units held in such Account, (ii) on the
actual number of shares of Primex Stock reflected in Primex Phantom Units held
in such Account, and (iii) on the actual number of shares of Arch Stock
reflected in Arch Phantom Units held in such Account.
3.5 For purposes of calculating the number of Olin Phantom Units to be
credited to a Participant's SCEOP Account as a result of crediting contributions
or Dividend Equivalents, 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 Primex Phantom Units and Arch Phantom Units under this Plan,
the SCEOP shall use the Current Market Value for valuing units in the Primex
Common Stock Fund and Arch Common Stock Fund, respectively, as defined in the
CEOP.
3.6 SCEOP Participants may either (i) retain their Primex Phantom Units
and/or Arch Phantom Units or (ii) may have their entire Primex Phantom Unit
Account Balance and/or Arch Phantom Unit Account Balance deemed transferred at
the then Current Market Value and reinvested in Olin Phantom Units at the then
Current Market Value. Once Primex Phantom Units and/or Arch Phantom Units are
deemed transferred and reinvested, a Participant may not re-direct investment
back into Primex Phantom Units or Arch Phantom Units, respectively. No new
investment, whether in the form of Company or Participant contributions or
Dividend Equivalents, shall be permitted in Primex Phantom Units or Arch Phantom
Units.
3.7 A Participant shall be fully vested in his Supplemental Plan
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. Nevertheless, 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.
3.8 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 Olin
Common Stock, Primex Stock, Arch Common Stock or any other securities of Olin ,
Primex or Arch, issuance of warrants or other rights to purchase Olin Common
Stock, Arch Common Stock or Primex Common Stock or other securities or Olin,
Primex or Arch, or other similar corporate transaction or event affects Olin,
Primex or Arch Common Stock such that the Committee determines that 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'
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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 fund, reinvestment of such phantom shares in Olin Phantom Units,
and the like. 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.
3.9 Spin-off of Arch Employees; Transfers between Arch and Olin. It is
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contemplated that Plan Participants may transfer their employment after the
Distribution Date and before February 8, 2000 to Olin from Arch and vice versa
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and commence, or resume, participation in the SCEOP of the new employer.
(a) Initial Transfers to Arch From Olin. The SCEOP Account Balances of all
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Eligible Employees who (i) were enrolled in the Olin SCEOP as of the
Distribution Date, and (ii) as of February 8, 1999 (the "Arch Spin-off Date")
transferred to, and became employed by Arch or its affiliated Companies ("Arch
Employees"), were transferred to Arch and Arch assumed the liabilities of Olin
for the provision of benefits under the Olin SCEOP, provided that such Employees
first released Olin, its affiliates, and this Plan from any liability or claims
for benefits hereunder. In consideration for the assumption of liability and
release, Olin transferred to Arch as of the same date (or to a rabbi trust
established by Arch) reserves equal to the value of the SCEOP Accounts held by
Arch Employees as of the Arch Spin-off Date.
(b) Subsequent Transfers from Olin to Arch. In the event that an Olin
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employee transfers employment to Arch from Olin after the Arch Spin-off Date and
by February 8, 2000, benefit accrual under the Olin SCEOP shall cease and Olin
shall remain liable for payment of any benefits accrued under that Plan to the
employee's date of transfer to Arch. Benefits shall not commence under the Olin
SCEOP until the former Olin employee terminates service with Arch and its
affiliates and has otherwise qualified for benefits under the Olin SCEOP.
Following such transfer, Olin shall continue to credit such employee's service
with Arch and its affiliates subsequent to his transfer to Arch solely for
purposes of determining his vesting under the Olin SCEOP.
(c) Subsequent Transfers to Olin From Arch. In the event that an Arch
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Employee who is a Participant in the Arch SCEOP transfers employment to Olin 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 the Arch
SCEOP to the date of transfer. Olin shall enroll the transferred Employee in the
Olin SCEOP to the extent that he or she is then eligible, and shall recognize
the transferred Employee's service with Arch for purposes of determining his
vesting under the Olin SCEOP. No separation from service shall be deemed to
occur under the Arch SCEOP permitting a distribution under that Plan until the
Participant has terminated his employment with Olin and its affiliates and has
otherwise qualified for benefits hereunder. Arch shall continue to recognize a
Participant's service with Olin and its affiliates subsequent to his
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transfer to Olin solely for purposes of determining the Participant's 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, Olin Corporation and any other corporation in the same controlled
group with Olin Corporation (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. Subject to the provisions of Section 4.2, a
Participant's SCEOP Account will be distributed in the form elected under
Section 4.3 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.
4.2 Each Participant whose employment is transferred from the Company to
Primex, in connection with the spin-off of Primex, shall be fully vested in his
or her 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 and its
subsidiaries. In the event that an Olin Employee transfers to Arch on or prior
to February 8, 2000 and participates in the Arch SCEOP, and Olin has retained
liability for such individual's benefits hereunder, no separation from service
shall be deemed to occur permitting a distribution of benefits from this Plan
until the Employee subsequently terminates service from Arch and its affiliates.
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. 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 units in the Olin Common Stock Fund and, if applicable, Primex Common
Stock Fund and Arch Common Stock Fund, as calculated in
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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.
ARTICLE V
LIABILITY FOR PAYMENT
5.1 Each 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 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;
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(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 the 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.
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. For purposes of this paragraph, "Change in
Control" shall mean that any of the following events shall have occurred:
(i) the Company ceases to be, directly or indirectly, owned of record
by at least 1,000 stockholders; or
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(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 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
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(iii) adding the then Current Market Value of that portion of a
Participant's SCEOP Account which is deemed invested in Primex Phantom
Units and 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.
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
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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.
IN WITNESS WHEREOF, Olin Corporation has caused this Plan to be executed by
its duly authorized officer as of February 8, 1999.
OLIN CORPORATION
By:_______________________________________
Its
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