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Exhibit 99.1
OLIN SENIOR MANAGEMENT INCENTIVE COMPENSATION
PLAN
Section 1. Purpose . The purposes of the
Olin Senior Management Incentive Compensation Plan (the "Plan") are
(i) to compensate certain members of senior management of Olin
Corporation (the "Company") on an individual basis for significant
contributions to the Company and its subsidiaries and (ii) to
stimulate the efforts of such members by giving them a direct
financial interest in the performance of the Company.
Section 2. Definitions . The following
terms utilized in this Plan shall have the following meanings:
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"Committee" shall mean the Compensation
Committee of the Board of Directors of the Company or such other
committee of such Board as such Board may from time to time
designate.
"Economic Value Added" means the Company's
consolidated sales less its operating costs (including tax) less a
capital charge based on the Company's cost of capital on assets
employed in the business.
"Participant" shall mean for a fiscal year each
salaried employee who is designated as a Participant by the
Committee on or before March 30 of such fiscal year (or such later
date, if any, as permitted by Section 162(m)).
"Performance Measures" shall mean for a fiscal
year one or more of the following criteria, as designated by the
Committee for such fiscal year, on an absolute or a relative
basis:
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- Cash flow,
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- Earnings per share,
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- EBITDA
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- Economic Value Added/EVA®,
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- Net income,
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- Operating profit
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- Pre-tax profit
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- Return on capital,
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- Return on equity,
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- Return on net assets,
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- Revenues and
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- Total shareholder return,
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provided such designation would not subject any
Incentive Award to Section 162(m).
"Section 162(m)" shall mean Section 162(m) of
the Internal Revenue Code of 1986, and the regulations promulgated
thereunder, all as amended from time to time.
"Section 409A" shall mean Section 409A of the
Internal Revenue Code of 1986 and the regulations promulgated
thereunder, all as amended from time to time.
Section 3. Term . The Plan, as amended,
shall be applicable for all future fiscal years of the Company
unless amended or terminated by the Company pursuant to Section
7.
Section 4. Incentive Award .
4.1 For each fiscal year of the Company, each
Participant may be entitled to receive an award payable in cash
("Incentive Award") in an amount determined by the Committee as
provided in this Plan. On or before March 30 of such fiscal year
(or such later date, if any, as permitted by Section 162(m)), for
the Incentive Awards for such fiscal year, the Committee will
designate or approve (i) the individuals who will be Participants
in the Plan, if any, (ii) the Performance Measures, (iii) if there
is more than one Performance Measure, the weighting of the
Performance Measures in determining the Incentive Award, (iv) the
performance goals and payout matrix or formula for each Performance
Measure and (v) the incentive standard award (the cash component of
a Participant's total targeted compensation tied to the Performance
Measures) for each Participant. Following the end of a fiscal year,
the Committee shall determine the Incentive Award for each
Participant based upon the payout matrix or formula for each
Performance Measure designated, applying the pre-determined
weighting for each Performance Measure, if more than one.
Notwithstanding anything contained in this Plan
to the contrary, the Committee in its sole discretion may reduce
any Incentive Award to any Participant to any amount, including
zero, prior to the certification by resolution of the Committee of
the amount of such Incentive Award.
As a condition to the right of a Participant to
receive an Incentive Award, the Committee shall first certify, by
resolution of the Committee, that the Incentive Award has been
determined in accordance with the provisions of this Plan.
Incentive Awards for a fiscal year shall be
determined as soon as practicable after such fiscal year and shall
be paid no later than 75 days following such fiscal year unless
deferred as provided in
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