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EXHIBIT 10.13
ARCH CHEMICALS, INC.
EMPLOYEE DEFERRAL PLAN
As Amended and Restated January 30, 2003
1. PURPOSE
The purpose of
this Arch Chemicals, Inc. Employee Deferral Plan (the
"Plan") is to provide eligible employees of
Arch Chemicals, Inc. 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
The following
definitions shall be applicable throughout the Plan:
"Accounting
Date" means with respect to the Arch Stock Account, each
December 31, March 31, June 30 and
September 30 and with respect to all other
Investment Accounts, such date determined
by Corporate Human Resources but not
less than quarterly.
"Administrator"
means the Vice President, Human Resources or his or her
delegate.
"Arch Stock
Account" means the account or subaccount, as the case may be,
of a Participant's Compensation Account to
which Arch Stock Units are credited.
"Arch Stock
Unit(s)" means the share equivalents (including fractions)
credited to the Arch Stock Account of a
Participant's Compensation Account
pursuant to Section 6, with one Arch Stock
Unit equal to one share of Arch
Common Stock.
"Beneficiary"
means the person(s) designated by the Participant in
accordance with Section 10.
"Board" means
the Board of Directors of the Company.
"Cash Account"
means the account or subaccount, as the case may be, of a
Participant's Compensation Account to which
compensation has been or is to be
credited in the form of cash
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and which is to earn interest at the Rate
of Interest as provided herein.
"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 Exchange 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 13(d)(3)
under
the Exchange
Act) of 20% or more of the then outstanding voting stock of
the Company;
(iii) during any period of two consecutive years, individuals who
at
the beginning of
such period constitute the Company's Board (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 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;
(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 entity or 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.
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"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.
"Common Stock"
means the Company's common stock, $1.00 par value per share.
"Company" means
Arch Chemicals, Inc., a Virginia corporation, its divisions
and subsidiaries, and any successor
thereto.
"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
Arch Chemicals, Inc. 1999 Long Term
Incentive Plan but excluding stock resulting
from employee stock option exercises and
excluding other incentive payouts which
the Administrator prospectively determines
to be not eligible to be deferred
under this Plan.
"Compensation
Account" means the account and any of its subaccounts
established under the Plan to which the
Participant's Deferred Compensation is
credited and which has a specific
distribution schedule that was specified by a
Participant as provided in this Plan and
was permitted by Corporate Human
Resources.
"Corporate Human
Resources" means the Corporate Human Resources Department
of the Company.
"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.
"Deferred
Compensation" means the Compensation elected by the Participant
to be deferred pursuant to the Plan.
"Distribution"
means the distribution of all outstanding shares of Common
Stock to the shareholders of Olin.
"Distribution
Date" means the dividend payment date fixed by the Board of
Directors of Olin for the Distribution.
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"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.
"Employee" means
a full-time salaried employee (which term shall be deemed
to include officers) on the active payroll
of the Company and its affiliates who
has at least 1182 Hay Points and who has
been selected by the Administrator, and
if required, approved by the Committee, to
participate in this Plan.
"Exchange Act"
means the Securities Exchange Act of 1934, as amended.
"Fair Market
Value" means, with respect to a date, on a per share or unit
basis, (i) with respect to Common Stock or
Olin Common Stock or phantom shares
of Common Stock or Olin Common Stock, the
average of the high and the low price
of a share of Common Stock or Olin Common
Stock, as the case may be, as reported
on the consolidated tape of the New York
Stock Exchange (or such other primary
exchange on which such stock is traded)
("Exchange") on such date or if the
Exchange is closed on such date, the next
succeeding date on which it is open
and (ii) with respect to other investment
vehicles, the closing or unit price or
net asset value of such vehicle, as the
case may be, on such date.
"Fiscal Year"
means that annual period commencing January 1 and ending the
following December 31.
"Hardship" means
a severe financial hardship to the Participant resulting
from a sudden and unexpected illness or
accident of the Participant or of a
dependent of the Participant (as defined in
Code Section 152(a)), a
Participant's loss of property due to
casualty, or other similar, extraordinary
and unforeseeable circumstance arising as a
result of events beyond the control
of the Participant, which is not relieved
(i) through reimbursement or
compensation by insurance or otherwise,
(ii) by liquidation of the Participant's
assets, to the extent the liquidation of
assets would not itself cause severe
hardship, or (iii) by cessation of
deferrals under this Plan.
"Investment
Account" means the account or subaccount, as the case may be,
of a Participant's Compensation Account
that is invested in a particular
investment vehicle offered under this
Plan.
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"Olin" means
Olin Corporation, a Virginia corporation and any successor
thereto.
"Olin Common
Stock" means shares of common stock of Olin, par value $1.00
per share.
"Olin Employee"
means an employee of Olin.
"Olin Employee
Deferral Plan" means the Olin Corporation Employee Deferral
Plan.
"Olin Stock
Account" means the account or subaccount, as the case may be,
of a Participant's Compensation Account to
which Olin Stock Units are credited
upon transfer from the Olin Employee
Deferral Plan and from time to time.
"Olin Stock
Unit(s)" means the share equivalents credited to the Olin Stock
Account of a Participant's Compensation
Account pursuant to Section 6, with one
Olin Stock Unit equal to one share of Olin
Common Stock.
"Participant"
means an Employee selected by the Administrator and if
required, approved by the Committee, 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 Olin Employee Deferral Plan which has
been transferred to this Plan.
"Plan" means
this Arch Chemicals, Inc. Employee Deferral Plan.
"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.
"Section 16(b)
Employee" means an Employee or former Employee who is
subject to Section 16(b) of the Exchange
Act.
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"Stock Account"
means an account or subaccount, as the case may be, of a
Participant's Compensation Account to which
shares of Common Stock or Olin
Common Stock have been or are to be
credited in the form of Arch Stock Units and
Olin Stock Units, which shall include the
Arch Stock Account and the Olin Stock
Account.
"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.
"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
(a) Shares
Authorized for Issuance. There shall be reserved for issuance
under the Plan 25,000 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 or
Olin Common Stock 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
Arch Stock Units or Olin Stock Units,
as the case may be 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
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 in
advance of the deferral.
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5. ADMINISTRATION
Full power and
authority to construe, interpret and administer the Plan
shall be vested in the Committee (and its
delegate). 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 or its delegate, as the
case may be, subject to Section 15.
Decisions of the Committee (and its
delegate) and the Administrator shall be
final, conclusive and binding upon all
parties. Day-to-day administration of the
Plan shall be the responsibility of
Corporate Human Resources or its delegate.
Notwithstanding the foregoing, to the
extent required for transactions under the
Plan to qualify for the exemptions
available under Rule 16b-3 promulgated under
the Exchange Act, all actions relating to
persons subject to Section 16 of the
Exchange Act may be taken by the Board or
the Committee (or any other committee
or subcommittee of the Board composed of
two or more members, each of whom is a
"non-employee director" within the meaning
of Exchange Act Rule 16b-3) and, to
the extent required for compensation
realized under the Plan to be deductible by
the Company pursuant to Section 162(m) of
the Code, all actions relating to such
compensation (and awards thereof) may be
taken by the Committee (or any other
committee or subcommittee of the Board
composed of two or more members, each of
whom is an "outside director" within the
meaning of Code Section 162(m)).
6. PARTICIPANT ACCOUNTS
(a) Compensation
Accounts. 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. Corporate
