Exhibit 10(j)
AMENDMENT
NUMBER ONE (the “ Amendment
”), dated as of November 9, 2007, between OLIN
CORPORATION, a Virginia corporation (“ Olin
”), and Bruce Greer (the “ Executive
”), to the Executive Change in Control Agreement (the
“ Executive Change
In Control Agreement ”), dated as of May 2, 2005,
between Olin and the Executive.
WHEREAS
Olin and the Executive wish to amend the Employment Severance
Agreement in order to (i) address the requirements of
Section 409A of the Internal Revenue Code of 1986, as
amended (the “ Code
”), and (ii) make certain other changes as set forth
herein.
NOW,
THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, and intending to be
legally bound hereby, the parties hereto agree as
follows:
SECTION
1.
Amendment to Section 1(b). The following
clause shall be deemed to have been inserted into the end of the
first sentence of Section 1(b):
“or
a willful breach by Executive of Olin’s Code of Business
Conduct.”
SECTION
2.
Amendment to Section 1(e)(i).
Section 1(e)(i) shall be deemed to have been
deleted and the following clause shall be deemed to have been
inserted in its place:
“(i) Executive
is discharged by Olin, upon or following a Change in Control,
other than for Cause and other than due to Executive’s
death or disability (which will be deemed to occur if
Executive becomes eligible to commence immediate receipt of
disability benefits under the terms of Olin’s long-term
disability plan); or”
SECTION
3.
Amendment to Section 1(e)(ii)(B).
Section 1(e)(ii)(B) shall be deemed to have been
deleted and the following clause shall be deemed to have been
inserted in its place:
“(B)
Olin reduces Executive’s base salary or fails to
increase Executive’s base salary on a basis consistent
(as to frequency and amount) with Olin’s salary system
for executive officers as in effect immediately prior to the
Change in Control;”
SECTION
4.
Amendment to Section 1(e)(ii)(D).
Section 1(e)(ii)(D) shall be deemed to have been
deleted and Sections 1(e)(ii)(E) and 1(e)(ii)(F) shall become
Sections 1(e)(ii)(D) and 1(e)(ii)(E).
SECTION
5.
Amendment to Section 1(e). The following
paragraphs shall be deemed to have been inserted at the end of
Section 1(e):
“Notwithstanding
anything to the contrary contained herein, Executive will not
be entitled to terminate employment and receive the payments
and benefits set forth in Sections and 5 as the result
of the occurrence of any event specified in the foregoing
clause (ii) (each such event, a “Good Reason
Event”) unless, within 90 days following the
occurrence of such event, Executive provides written notice to
Olin of the occurrence of such event, which notice sets forth
the exact nature of the event and the conduct required to cure
such event. Olin will have 30 days from the
receipt of such notice within which to cure (such period, the
“Cure Period”). If, during the Cure
Period, such event is remedied, then Executive will not be
permitted to terminate employment and receive the payments and
benefits set forth in Sections 4 and 5 as a result of
such Good Reason Event. If, at the end of the Cure
Period, the Good Reason Event has not been remedied, Executive
will be entitled to terminate employment as a result of such
Good Reason Event during the 45 day period that follows
the end of the Cure Period. If Executive terminates
employment during such 45 day period, so long as
Executive delivered the written notice to Olin of the
occurrence of the Good Reason Event at any time prior to the
expiration of this Agreement, for purposes of the payments,
benefits and other entitlements set forth in Sections 4
and 5 of this Agreement, the termination of Executive’s
employment pursuant thereto shall be deemed to be a
Termination before the expiration of this
Agreement. If Executive does not terminate
employment during such 45 day period, Executive will not
be permitted to terminate employment and receive the payments
and benefits set forth in Sections 4 and 5 as a result of
such Good Reason Event.
If
(x) Executive’s employment is terminated prior to a
Change in Control for reasons that would have constituted a
Termination if they had occurred upon or following a Change in
Control, (y) Executive reasonably demonstrates that such
termination of employment (or event described in
clause (ii) above) occurred at the request of a third
party who had indicated an intention or taken steps reasonably
calculated to effect a Change in Control and (z) a Change
in Control involving such third party (or a party competing
with such third party to effectuate a Change in Control) does
occur, then for purposes of this Agreement, the date
immediately preceding the date of such termination of
employment (or event described in clause (ii) above)
shall be treated as the date of the Change in Control, except
that for purposes of determining the timing of payments and
benefits to Executive, the date of the actual Change in
Control shall be treated as the Executive’s date of
termination of employment. In the event that
Executive’s employment terminates under the
circumstances described in clauses (x), (y) and (z) of
the preceding sentence, such termination will be considered a
Termination for purposes of this Agreement, and Executive will
be entitled to receive the payments and benefits described in
Sections 4 and 5 of this Agreement, provided that any
such payments and benefits due under Section 4 or 5 shall
be reduced by the payments and benefits Executive has already
received pursuant to the Executive Agreement, dated as of
January 26, 2005, between Executive and Olin (the
“Executive Agreement”) in respect of
Executive’s termination of employment with Olin, and the
remainder of the payments and benefits payable pursuant to the
Executive Agreement shall be forfeited.”
SECTION
6.
Amendment to Section 5(a).
Section 5(a) shall be deemed to have been deleted
and the following section shall be deemed to have been inserted in
its place:
“(a) If
Executive becomes entitled to payment under Section 4(a)
or 4(b), as applicable, then (i) Executive will be
treated as if Executive remained employed for service purposes
for 36 months following the date of
Termination. If the date of Termination is prior to
January 1, 2008, the Executive will receive
36 months of service credit under all Olin qualified and
non-qualified defined benefit pension plans for which
Executive was eligible at the time of
Termination. If the date of Termination is after
December 31, 2007, the Executive will receive
36 months of retirement contributions to all Olin
qualified and non-qualified defined contribution plans for
which Executive was eligible at the time of the
Termination. Such contributions shall be based on
the amount of the Executive Severance. Such service
credits or contributions shall be applied to Olin’s
qualified pension plans to the extent permitted under then
applicable law, otherwise such credit shall be applied to
Olin’s non-qualified defined benefit or defined
contribution plan, as appropriate. Payments under
such non-qualified plans shall be due at the times and in the
manner payments are due Executive under Olin’s
non-qualified defined benefit and defined contribution pension
plans, it being understood that Executive shall be permitted
to receive payments from Olin’s plans (assuming
Executive otherwise qualifies to receive such payments, is
permitted to do so under the applicable plan terms and elects
to do so), during the period that Executive is receiving
payments pursuant to Section 4(a)), and that
Executive’s defined benefit pension benefit will be
determined based on Executive’s actual age at the time
Executive’s pension benefit commences; and (ii) for
36 months from the date of the Termination, Executive
(and Executive’s covered dependents) will continue to
enjoy coverage on the same basis as a similarly situated
active employee under all Olin medical, dental, and
life
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