Exhibit 10(v)
2006 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 LTIP.
“LTIP” means the Olin
Corporation 2003 Long Term Incentive Plan or the Olin Corporation
2000 Long Term Incentive Plan under which Performance Share Awards
are granted under this Program.
“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.
“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 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.
“Program” means this
2006 Performance Share Program.
“S&P ROC” shall mean
the average annual return on capital (calculated in the same manner
as Olin’s Return on Capital) of a group composed of the
Standard & Poor’s 1000 Materials companies plus
Mueller Industries, Inc.; Wolverine Tube, Inc.; Occidental
Petroleum Corporation; Alliant Techsystems Inc.; PPG Industries,
Inc.; and The Dow Chemical Company, broken out by
quintiles.
Capitalized terms not otherwise
defined in this Program shall have the meaning specified in the
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 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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%
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4 th Quintile of the S&P
ROC
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125
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%
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3 rd Quintile of the S&P
ROC
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100
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%
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2 nd Quintile of the S&P
ROC
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50
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%
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1 st Quintile of the S&P
ROC
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25
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%
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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&P
ROC
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125
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%
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125
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%
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3 rd Quintile of the S&P
ROC
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100.0
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%
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100
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%
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2 nd Quintile of the S&P
ROC
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33.33
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%
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100
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%
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1 st Quintile of the S&P
ROC
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0
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%
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100
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%
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