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:
"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:
o
Cash flow,
o
Earnings per share,
o
EBITDA
o
Economic Value Added/EVA®,
o
Net income,
o
Operating profit
o
Pre-tax profit
o
Return on capital,
o
Return on equity,
o
Return on net assets,
o
Revenues and
o
Total shareholder return,
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 prov
