Exhibit 10(s)
2004 PERFORMANCE SHARE
PROGRAM
The terms and conditions of the
Performance Share Awards granted under this Program are contained
in the Performance Share Certificate evidencing such Award, this
Program and the 2003 LTIP.
“2003 LTIP” means the
Olin Corporation 2003 Long Term Incentive Plan.
“Common Stock” means the
common stock of Olin, par value $1.00 per share.
“Final Share Number” has
the meaning specified in Section 3 of this Program.
“Olin” means Olin
Corporation.
“Program” means this
2004 Performance Share Program.
“Performance Cycle”
means, with respect to a Performance Share Award, a period of three
calendar years, beginning with the calendar year in which such
Performance Share Award is granted.
“Performance Share
Award” shall mean grants of “Performance Shares”
and “Senior Performance Shares.”
“Performance Share” and
“Senior Performance Share” mean a unit granted under
the 2003 LTIP and this Program, maintained on the books of the
Company during the Performance Cycle, denominated as one phantom
share of Common Stock, and paid in cash or Common Stock in
accordance with this Program.
“S&P ROC” shall mean
the average annual return on capital (calculated in the same manner
as Olin’s Return on Capital) of the Standard &
Poor’s MidCap 400 companies, broken out by
quintiles.
Capitalized terms not otherwise
defined in this Program shall have the meaning specified in the
2003 LTIP.
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3.
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Performance
Share Awards
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a.
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Awards of
Senior Performance Shares (category A) under this Program granted
pursuant to the 2003 LTIP are intended to be
“performance-based compensation” as that term is used
in Section 162(m) of the Code. Each Performance Share Award shall
establish a target number of Performance Shares or Senior
Performance Shares awarded to the Participant named in such
Award.
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b.
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The target
number of Performance Shares for each Participant shall be adjusted
based upon a comparison of Olin’s average annual Return on
Capital during the Performance Cycle with the S&P ROC during
the Performance Cycle, in accordance with the following
chart:
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If Olin’s Return on
Capital
for a Performance Cycle is in
the:
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The % of the target number
of
Performance Shares paid will
be:
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5
th
Quintile of the S&P
ROC
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150%
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4
th
Quintile of the S&P
ROC
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125%
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3
rd
Quintile of the S&P
ROC
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100%
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2
nd
Quintile of the S&P
ROC
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50%
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1
st
Quintile of the S&P
ROC
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25%
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c.
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The target
number of Senior Performance Shares for each Participant shall be
adjusted based upon a comparison of Olin’s average annual
Return on Capital during the Performance Cycle with the S&P ROC
during the Performance Cycle, in accordance with the following
chart:
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If Olin’s Return on
Capital
for a Performance Cycle is in
the:
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The % of the target number of Senior
Performance Shares paid will
be:
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A Shares
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B Shares
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5
th
Quintile of the S&P
ROC
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150
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%
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150
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%
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4
th
Quintile of the
S&a
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