Exhibit 10.6
OLIN CORPORATION
2000 LONG TERM INCENTIVE
PLAN
(Codified as of October 22,
2008)
The general
purposes of the Olin Corporation 2000 Long Term Incentive Plan (the
“Plan”) are to (i) attract and retain persons eligible
to participate in the Plan; (ii) motivate Participants, by means of
appropriate incentives, to achieve long-range goals; (iii) provide
incentive compensation opportunities that are competitive with
those of other similar companies; and (iv) further identify
Participants’ interests with those of other shareholders of
Olin Corporation (together with any successor, “Olin”)
through compensation that is based on Olin’s common stock;
and thereby promote the long-term financial interest of Olin and
its Affiliates, including growth in the value of Olin’s
equity and enhancement of long-term shareholder return.
As used in the
Plan:
(a)
“Affiliate” means any corporation, partnership, joint
venture or other entity during any period in which Olin owns,
directly or indirectly, at least 50% of the total voting or profits
interest.
(b)
“Award” means any Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Share or
Dividend Equivalent granted under the Plan.
(c) “Award
Agreement” means any written agreement or other instrument or
document evidencing an Award granted under the Plan. The
terms of any plan or guideline adopted by the Board or the
Committee and applicable to an Award shall be deemed incorporated
in and a part of the related Award Agreement.
(d)
“Board” means the Board of Directors of
Olin.
(e) “Cash
Flow” means consolidated net income of Olin, before the
after-tax effect of any special charge or gain or cumulative effect
of any change in accounting, plus depreciation and amortization,
less capital and investment spending and plus or minus changes in
working capital.
(f) “Code”
means the Internal Revenue Code of 1986, as amended. A
reference to any provision of the Code shall include reference to
any successor provision of the Code.
(g)
“Committee” means a committee of the Board designated
by the Board to administer the Plan, each member of which is an
“outside director” for purposes of Section 162(m) of
the Code and a “non-employee director” for the purpose
of Rule 16b-3, and, to the extent the Committee delegates authority
to one or more individuals in accordance with the Plan, such
individual(s).
(h) “Dividend
Equivalent” means any right granted under Section 6(c)(ii) of
the Plan.
(i) “Earnings
Per Share” means, for a fiscal year, consolidated net income
of Olin before the after-tax effect of any special charge or gain
or cumulative effect of a change in accounting, divided by the
weighted average number of shares of common stock outstanding, on a
fully diluted basis.
(j) “Economic
Value Added” means Olin’s consolidated sales less its
operating costs (including tax) less a capital charge based on
Olin’s cost of capital on assets employed in the
business.
(k)
“Employee” means any employee of Olin or of an
Affiliate.
(l) “Fair Market
Value” means, with respect to shares of Olin common stock,
the mean of the high and low per share sales prices of such common
stock as reported on the consolidated transaction reporting system
for New York Stock Exchange issues as of the relevant date, or the
last preceding trading date, if such Shares were not traded on such
date, and, with respect to any other property (including, without
limitation, securities other than Shares), the fair market value of
such property determined by such methods or procedures as shall be
established from time to time by the Committee.
(m) “Family
Member” means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law, including adoptive relationship,
or any person sharing the Participant’s household, other than
a tenant or employee.
(n) “Incentive
Stock Option” means an option to purchase Shares granted
under the Plan that is intended to meet the requirements of Section
422 of the Code.
(o)
“Non-Qualified Stock Option” means an option to
purchase Shares granted under the Plan that is not intended to be
an Incentive Stock Option.
(p)
“Option” means an Incentive Stock Option or a
Non-Qualified Stock Option.
(q)
“Participant” means an Employee granted an Award under
the Plan.
(r) “Performance
Share” means any grant of a right to receive Shares which is
contingent on the achievement of performance or other objectives
during a specified period.
(s)
“Person” means any individual, corporation,
partnership, limited liability company, association, joint venture,
stock company, trust, unincorporated organization, or government or
political subdivision thereof.
(t) “Pre-Tax
Profit” means, for a fiscal year, the consolidated income
before taxes of Olin, before any special charges or
gains.
(u) “Released
Securities” means securities that were Restricted Securities
with respect to which all applicable restrictions imposed under the
terms of the relevant Award have expired, lapsed or been waived or
satisfied.
(v) “Restricted
Securities” means Awards of Restricted Stock or other Awards
under which outstanding Shares are held subject to certain
restrictions.
(w) “Restricted
Stock” means any grant of Shares, and “Restricted Stock
Unit” means the grant of a right to receive Shares in the
future, with such Shares or right to future delivery of Shares
subject to a risk of forfeiture or other restrictions that will
lapse upon the achievement of one or more goals relating to
completion of service by the Participant, or achievement of
performance or other objectives, as determined by the
Committee.
(x) “Return on
Capital” means consolidated net income of Olin plus after-tax
interest expense and the after-tax effect of any special charge or
gain and any cumulative effect of a change in accounting, divided
by average consolidated total assets of Olin less total
non-interest-bearing liabilities.
(y) “ROE”
shall mean the consolidated net income of Olin before the after tax
effect of any special charge or gain and any cumulative effect of
any change in accounting, divided by average shareholders
equity.
(z) “RONA”
means Pre-tax Profit before interest expense divided by average
consolidated total assets of Olin less total non-interest-bearing
liabilities.
(aa) “Rule
16b-3” means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended, or any successor rule.
(bb)
“Shares” means the common stock of Olin and such other
securities or property as may become the subject of Awards pursuant
to an adjustment made under Section 4(b) of the Plan.
(cc) “Stock
Appreciation Right” or “SAR” means any such right
granted under Section 6(b) of the Plan.
(a) Powers of
Committee . The Plan shall be administered by the
Committee which shall have full power and authority
to: (i) designate Participants; (ii) determine the
Awards to be granted to Participants; (iii) determine the number of
Shares (or securities convertible into Shares) to be covered by
Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances
Awards may be settled or exercised in cash, Shares, other
securities, other Awards, or other property, or canceled,
substituted, forfeited or suspended, and the method or methods by
which Awards may be settled, exercised, canceled, substituted,
forfeited or suspended, provided that no such action will result in
repricing of Options prohibited by Section 6(f)(ii); (vi) determine
whether, to what extent, and under what circumstances cash, Shares,
other securities, other Awards, other property and other amounts
payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the Participant or of
the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan;
(viii) establish, amend, suspend or waive such rules and guidelines
and appoint such agents as it shall deem appropriate for the
administration of the Plan; and (ix) make any other determination
and take any other action that it deems necessary or desirable for
such administration.
(b) Committee
Discretion . All designations, determinations,
interpretations and other decisions with respect to the Plan or any
Award shall be within the sole discretion of the Committee and
shall be final, conclusive and binding upon all Persons, including
Olin, any Affiliate, any Participants, any holder or beneficiary of
any Award, any shareholder and any employee of Olin or of any
Affiliate. The Committee’s powers include the
adoption of modifications, amendments, procedures, subplans and the
like as are necessary to comply with provisions of the laws of
other countries in which Olin or an Affiliate may operate in order
to assure the viability of Awards granted under the Plan and to
enable Participants employed in such other countries to receive
benefits under the Plan and such laws, provided that no such action
results in repricing of Options prohibited by Section
6(f)(ii).
(c) Board
Authority . If the Committee does not exist, or for
any other reason determined by the Board, the Board may take any
action under the Plan that would otherwise be the responsibility of
the Committee.
(d) Delegation
. Notwithstanding any provision of the Plan to the
contrary, except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may delegate to
one or more officers or managers of Olin or any Affiliate, or a
committee of such officers or managers, the authority, subject to
such terms and limitations as the Committee shall determine, to
grant Awards to, or to cancel, modify, waive rights or conditions
with respect to, alter, discontinue, suspend, or terminate Awards
held by, Employees who are not officers or directors of Olin for
purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, provided that no such action shall result in repricing of
Options prohibited by Section 6(f)(ii).
(e) Prohibition on
Option Repricing . Notwithstanding any other
provision of the Plan, neither the Board nor the Committee may
reprice, replace or regrant any Option granted under the Plan or
any other plan of Olin, (i) through cancellation and replacement or
regrant with lower priced options or (ii) by lowering the option
exercise price of a previously granted award, without the prior
approval of Olin’s shareholders.
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Shares Available for Awards.
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(a) Shares
Available . Subject to adjustment as provided in
Section 4(b) of the Plan:
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The aggregate
number of Shares available for granting Awards under the Plan shall
be 2,250,000. If an Award is denominated in or relates
to a security of Olin convertible into its Common Stock, the number
of shares of Common Stock into which such security shall be
convertible (calculated as of the date of grant of the Award,
subject to adjustment as provided in Section 4(b) hereof or under
the terms of such security) shall be deemed denominated in Shares
and counted against the aggregate number of Shares available for
the granting of Awards under the Plan.
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For purposes of
this Section 4(a) and of Section 4(c)(iv):
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If any Shares
covered by an Award are not delivered to a Participant or
beneficiary because the Award is forfeited or canceled, or if the
Shares are not delivered because the Award is settled in cash or
used to satisfy the applicable tax withholding obligation, such
Shares shall not be deemed to have been delivered for purposes of
determining the maximum number of Shares available for delivery
under the Plan; and
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If the exercise
price of any Option granted under the Plan is satisfied by
tendering Shares (by either actual delivery or by attestation),
only the number of Shares issued net of the Shares tendered shall
be deemed delivered for purposes of determining the maximum number
of Shares available for delivery under the Plan.
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(b) Adjustments
. In the event of any change in the Shares by reason of
stock dividends, stock splits, recapitalization, mergers,
consolidations, combinations or exchanges of shares, split-ups,
split-offs, spin-offs, liquidations or other similar changes in
capitalization, or any distributions to shareholders other than
cash dividends, (i) the numbers, class and prices of Shares covered
by outstanding Awards under the Plan (provided that no such
adjustment shall result in repricing of Options prohibited by
Section 6(f)(ii) of the Plan), (ii) the aggregate number and class
of Shares available under the Plan, and (iii) the numbers and class
of Shares that may be the subject of Awards pursuant to Section
4(c), shall be adjusted by the Committee, whose determination shall
be conclusive.
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Without
limiting the foregoing, in the event of any split-up, split-off,
spin-off or other distribution to shareholders of shares
representing apart of Olin’s business, properties and assets,
the Committee may modify an outstanding Award so that such Award
shall thereafter relate to Shares of Olin and shares of capital
stock of the corporation owning the business, properties and assets
so split-up, split-off, spun-off or otherwise distributed to
shareholders of Olin in the same ratio in which holders of the
Shares became entitled to receive shares of capital stock of the
corporation owning the business, properties and assets so split-up,
split-off or spun-off or otherwise distributed, provided that no
such action results in repricing of Options prohibited by Section
6(f)(ii).
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With respect to
Awards of Incentive Stock Options, no such adjustment shall be
authorized to the extent that such authority would cause the Plan
to violate Section 422 of the Code or any successor provision
thereto, unless the holder of such Award of Incentive Stock Options
agrees to convert such options to Non-qualified Stock
Options.
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Notwithstanding
the foregoing, a Participant to whom Dividend Equivalents or
dividend units have been awarded shall not be entitled to receive a
special or extraordinary dividend or distribution unless the
Committee shall have expressly authorized such receipt.
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(c) Additional
Restrictions . Subject to adjustment as provided in
Section 4(b), the following additional maximums are imposed under
the Plan:
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The maximum
number of Shares that may be issued for Options intended to be
Incentive Stock Options shall be 900,000 Shares.
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The maximum
number of Shares that may be covered by Awards granted to any one
individual shall be 300,000 Shares during any calendar
year.
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No more than
100,000 Shares may be subject to Restricted Stock Awards,
Restricted Stock Unit Awards and Performance Share Awards, and no
more than 300,000 Shares may be subject to Options and Stock
Appreciation Rights, granted to any one individual during any
calendar-year period (regardless of when such Shares are
deliverable) for any Award intended to be “performance-based
compensation” (as that term is used for purposes of Code
Section 162(m)).
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No more than
450,000 Shares may be subject to Restricted Stock Awards,
Restricted Stock Unit Awards and Performance Share
Awards.
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Any Employee,
including any officer or employee-director, of Olin or an Affiliate
shall be eligible to be designated a Participant, subject to any
restrictions imposed by applicable law. An Award may be granted to
an Employee prior to the date the Employee first performs services
for the Company or the Affiliate, provided that such Awards shall
not become vested prior to the date the Employee first performs
such services.
(a) Options
. The Committee is authorized to grant Options to
Participants with the following terms and conditions and with such
additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall
determine:
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Exercise
Price . The
per Share exercise price shall be determined by the Committee;
provided, however, that such exercise price shall not be less than
the Fair Market Value of a Share on the date of the Option
grant.
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Option
Term . The
term of each Option shall be fixed by the Committee, provided that
in no event shall the term of an Option be more than a period of
ten years from the date of its grant.
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Exercise . The Committee shall determine the
time or times at which an Option may be exercised in whole or in
part, and the method or methods by which, and the form or forms in
which payment of the exercise price with respect thereto may be
made.
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Incentive
Stock Options . The terms of any Incentive Stock
Option granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code, or any successor provision
thereto, and any regulations promulgated thereunder. Without
limiting the preceding sentence, the aggregate Fair Market Value
(determined at the time an option is granted) of Shares with
respect to which Incentive Stock Options are exercisable for the
first time by a Participant during any calendar year (under the
Plan and any other plan of the Participant’s employer
corporation and its parent and subsidiary corporations providing
for Options) shall not exceed such dollar limitation as shall be
applicable to Incentive Stock Options under Section 422 of the Code
or a successor provision.
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Termination
of Employment . In the event the employment of a
Participant to whom an Option has been granted under the Plan shall
be terminated (other than by reason of the Participant’s
death or disability), such Option may, subject to the provisions of
the next to last sentence of Section 6(a)(vi) be exercised (to the
extent of the number of shares that the Participant was entitled to
purchase under such Option at the termination of employment) at any
time within three months after such termination (which three-month
period may be extended by the Committee), but in no event shall
such three-month period or any such extension permit the exercise
of an Option after the expiration date of the Option. Options
granted under the Plan shall not be affected by any change of
duties or position so long as the Participant continues to be an
Employee.
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Agreement to
Service . Each
Participant receiving an Option shall, by accepting the Option,
agree that he or she will, during employment, devote his or her
entire time, energy and skill to the service of Olin and the
promotion of its interests, subject to vacations, sick leave and
other absences in accordance with the regular policies of, or other
reasons satisfactory to, Olin and its Affiliates. Such employment
shall (subject to the terms of any contract between Olin or any
such Affiliate and such Participant) be at the pleasure of Olin or
such Affiliate, and shall be at such compensation as Olin or such
Affiliate shall determine from time to time. Upon termination of
such Participant’s employment either (a) for cause, or (b)
voluntarily on the part of the Participant and without the written
consent of Olin, any Awards held by him or her under the Plan, to
the extent not theretofore exercised or vested, shall forthwith
terminate. Retirement pursuant to any retirement plan of Olin or of
an Affiliate shall be deemed to be a termination of employment with
Olin’s consent.
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Death . If a Participant to whom an Option
has been granted shall die while an Employee, such Option may be
exercised by the Participant’s executors, administrators,
personal representatives or distributees or permitted transferees
at any time within a period of one year after the
Participant’s death (which period may be extended by the
Committee), regardless of whether or not such Option had vested at
the time of death. If a Participant to whom an Option has been
granted shall die after his or her employment has terminated but
while the Option remains exercisable, the Option may be exercised
by the persons described above at any time within the longer of (a)
the period that the Participant could have exercised the Option had
he or she not died, or (b) one year after the date of death (which
period may be extended by the Committee), but only to the extent
the Option was exercisable at the time of the Participant’s
death.
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Disability . If a Participant to whom an Option
has been granted shall become totally and permanently disabled, as
that term is defined in Section 22(e)(3) of the Code (or a
successor provision), and the Participant’s employment is
terminated as a result, such option may be exercised by the
Participant or permitted transferee within one year after the date
of termination of employment, to the extent that the Option was
exercisable at the time of termination of employment.
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(b) Stock
Appreciation Rights . The Committee is authorized to
grant Stock Appreciation Rights to Participants which may but need
not relate to a specific Option granted under the Plan. Subject to
the terms of the Plan and any applicable Award Agreement, each
Stock Appreciation Right granted under the Plan shall confer on the
holder thereof a right to receive, upon exercise thereof, up to the
excess of (i) the Fair Market Value of one Share on the date of
exercise over (ii) the exercise price of the right as specified by
the Committee, which shall not be less than the Fair Market Value
of one Share on the date of grant of the Stock Appreciation Right.
Subject to the terms of the Plan and any applicable Award
Agreement, the exercise price, term, methods of exercise, methods
of payment or settlement and any other terms and conditions of any
Stock Appreciation Right shall be as determined by the Committee,
but in no event shall the term of a Stock Appreciation Right exceed
a period of ten years from the date of its grant.
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Issuance . The Committee is authorized to
grant Awards of Restricted Stock, Restricted Stock Units and
Performance Shares to Participants.
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Dividends
and Dividend Equivalents . An Award (including without
limitation an Option or Stock Appreciation Right) may provide the
Participant with the right to receive dividend payments or dividend
equivalent payments with respect to Shares subject to the Award
(both before and after the Shares subject to the Award are earned,
vested, or acquired), which payments may be either made currently
or credited to an account for the Participant, and may be settled
in cash or Shares as determined by the Committee; provided, however
that, no dividend payments or dividend equivalent payments shall be
provided, permitted or credited to the extent that such payments
would cause an Option or Stock Appreciation Right to be subject to
Code Section 409A. Any such settlements, and any such
crediting of dividends or dividend equivalents or reinvestment in
Shares, may be subject to such conditions, restrictions and
contingencies as the Committee shall establish, including the
reinvestment of such credited amounts in Share
equivalents.
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Restrictions . Any such Award shall be subject to
such conditions, restrictions and contingencies as the Committee
may impose (including, without limitation, any limitation on the
right to vote Restricted Stock or the right to receive any dividend
or other right or property), which may lapse separately or in
combination at such time or times, as the Committee may deem
appropriate, provided that in order for a Participant to vest in
Awards of Restricted Stock, the Participant must remain in the
employ of Olin or an Affiliate for a period
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