Exhibit 10.10
OLIN CORPORATION
PERFORMANCE SHARE
PROGRAM
Codified to reflect
amendments
through October 22, 2008
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.
“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.
“LTIP” means the Olin Corporation
benefit plan under which the relevant Performance Share Award is
granted, including the 2003 Long Term Incentive Plan, the 2006 Long
Term Incentive Plan and any successor or similar plan.
“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 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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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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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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highest
Quintile of the S&P ROC
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150%
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2nd Quintile of
the S&P ROC
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125%
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3rd Quintile of
the S&P ROC
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100%
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4th Quintile of
the S&P ROC
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50%
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lowest Quintile
of the S&P ROC
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25%
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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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The % of the target number of
Senior
Performance Shares paid will
be:
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If
Olin’s Return on Capital for a Performance Cycle is in
the:
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A Shares
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B Shares
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highest
Quintile of the S&P ROC
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150%
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150%
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2nd Quintile of
the S&P ROC
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125%
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125%
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3rd Quintile of
the S&P ROC
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100.0%
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100%
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4th Quintile of
the S&P ROC
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33.33%
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100%
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lowest Quintile
of the S&P ROC
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0%
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100%
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As soon as
practicable in the calendar year following the end of the
Performance Cycle, the Company shall calculate the appropriate
adjustment, if any, to the target number of Performance Shares and
Senior Performance Shares (the “Final Share Number”)
for all Participants whose Performance Share Awards have vested
during or at the end of such Performance Cycle.
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Except as
otherwise provided by the Committee, the LTIP, this Program or the
Performance Share Award certificate, an i
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