Attached files
| file | filename |
|---|---|
| 10-Q - FORM 10-Q - OLIN Corp | final10q3q2009.htm |
| EX-32 - SECTION 906 CERTIFICATION OF CEO AND CFO - OLIN Corp | cert323rdqtr2009.htm |
| EX-31.2 - SECTION 302 CERTIFICATION OF CFO - OLIN Corp | cert3123rdqtr2009.htm |
| EX-31.1 - SECTION 302 CERTIFICATION OF CEO - OLIN Corp | cert3113rdqtr2009.htm |
| EX-12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED) - OLIN Corp | exhibit123rdqtr2009.htm |
Exhibit
10.1
OLIN
CORPORATION
PERFORMANCE
SHARE PROGRAM
Codified
to reflect amendments
through
October 22, 2008
|
1.
|
Terms
and Conditions
|
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.
|
2.
|
Definitions
|
“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 Occidental Petroleum Corporation; Alliant Techsystems
Inc., PPG Industries, Inc.; The Dow Chemical Company and Westlake Chemical
Corporation, broken out by quintiles.
Capitalized
terms not otherwise defined in this Program shall have the meaning specified in
the LTIP.
1
|
3.
|
Performance
Share Awards
|
|
a.
|
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.
|
|
b.
|
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:
|
|
If Olin’s Return on Capital for a Performance
Cycle is in the:
|
The
% of the target number of Performance
Shares paid will
be:
|
|
highest
Quintile of the S&P ROC
|
150%
|
|
2nd
Quintile of the S&P ROC
|
125%
|
|
3rd
Quintile of the S&P ROC
|
100%
|
|
4th
Quintile of the S&P ROC
|
50%
|
|
lowest
Quintile of the S&P ROC
|
25%
|
|
c.
|
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:
|
|
The
% of the target number of Senior
Performance
Shares paid will be:
|
||
|
If Olin’s Return on Capital for a Performance
Cycle is in the:
|
A
Shares
|
B
Shares
|
|
highest
Quintile of the S&P ROC
|
150%
|
150%
|
|
2nd
Quintile of the S&P ROC
|
125%
|
125%
|
|
3rd
Quintile of the S&P ROC
|
100.0%
|
100%
|
|
4th
Quintile of the S&P ROC
|
33.33%
|
100%
|
|
lowest
Quintile of the S&P ROC
|
0%
|
100%
|
|
d.
|
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.
|
|
4.
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Vesting
and Forfeiture
|
|
a.
|
Except
as otherwise provided by the Committee, the LTIP, this Program or the
Performance Share Award certificate, an interest in a Performance Share
Award shall vest only if the Participant is an employee of the Company or
a subsidiary on the last day of the relevant Performance
Cycle.
|
|
b.
|
If
a Participant’s employment with the Company or a subsidiary terminates for
cause or without the Company’s consent (other than as the result of the
Participant’s death, disability or retirement) before a Performance Share
Award has vested, his or her Performance Share Award shall terminate and
all rights under such Award shall be
forfeited.
|
2
|
c.
|
If
a Participant’s employment with the Company or a subsidiary terminates as
the result of his or her disability, (as that term is defined in Section
409A of the Code or any successor provision), or retirement under any of
the Company’s retirement plans before a Performance Share Award has
vested, the Participant shall be entitled to a pro rata Performance Share
Award, payable solely in cash at the time that the Performance Share Award
would otherwise be payable under Section 5. The cash payment
shall be equal to the Final Share Number calculated in accordance with
Sections 3 and 5 of this Program, multiplied by the Fair Market Value on
the last day of the relevant Performance Cycle, multiplied by a fraction
with a numerator equal to the number of months during the Performance
Cycle the Participant was employed by the Company or a subsidiary (rounded
up to the nearest whole month) and a denominator of
36.
|
|
d.
|
If
a Participant’s employment with the Company or a subsidiary terminates as
the result of his or her death before a Performance Share Award has
vested, the Participant shall be entitled to a pro rata Performance Share
Award, payable solely in cash within ninety (90) days of the Participant’s
death. The cash payment shall be equal to the Participant’s
target number of Performance Shares or Senior Performance Shares, as the
case may be, multiplied by the Fair Market Value on the date of the
Participant’s death (or the next trading day, if the Common Stock was not
traded on such date), multiplied by a fraction with a numerator equal to
the number of months during the Performance Cycle the Participant was
employed by the Company or a subsidiary (rounded up to the nearest whole
month) and a denominator of 36.
|
|
e.
|
If
a Participant’s employment with the Company or a subsidiary terminates for
any other reason, the Company shall determine the portion, if any, of the
Performance Share Award that shall not be forfeited, and the form of
payment (cash or shares or a combination) that the Participant shall
receive. That determination shall be made by the Committee in
the case of any officer, and by the Chairman of the Board, President,
Chief Executive Officer, or any Vice President, in the case of any
non-officer employee. Notwithstanding this Section 4,
payment shall be made pursuant to Section
5.
|
|
5.
|
Payment
Timing
|
|
a.
|
As
soon as is administratively practicable after the determination of the
Final Share Number, but not later than the last day of the calendar year
following the Performance Cycle, the Company will (i) issue to each
Participant a number of shares of the Common Stock equal to one-half of
the Final Share Number, rounded down to the nearest whole share if such
number is not a whole number, and (ii) pay the Participant an amount equal
to the Fair Market Value of one-half of the Final Share Number of shares
of Common Stock on the last day of the Performance Cycle, rounded up to
the nearest whole share if such number is not a whole
number.
|
|
b.
|
No
dividends or dividend equivalents shall be paid on any Performance Shares
or Senior Performance Shares.
|
3
|
6.
|
Reserved
|
|
7.
|
Miscellaneous
|
|
a.
|
By
acceptance of the Performance Share Award, each Participant agrees that
such Award is special compensation, and that any amount paid will not
affect:
|
|
i.
|
the
amount of any pension under any pension or retirement plan in which he or
she participates as an employee of
Olin,
|
|
ii.
|
the
amount of coverage under any group life insurance plan in which he or she
participates as an employee of Olin,
or
|
|
iii.
|
the
benefits under any other benefit plan of any kind heretofore or hereafter
in effect, under which the availability or amount of benefits is related
to compensation.
|
|
b.
|
The
Company will withhold from the distribution of any cash pursuant to
Performance Share Awards the amount necessary to satisfy the Participant’s
federal, state and local withholding tax requirements. It is
the Company’s intention that all income tax liability on Performance Share
Awards be deferred in accordance with the applicable requirements of Code
Section 409A, until the Participant actually receives such shares or
payment thereof.
|
|
c.
|
To
the extent any provision of the Program (or any Performance Share Award)
or action by the Board of Directors or Committee would subject any
Participant to liability for interest or additional taxes under Code
Section 409A, it will be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee. It is intended that
the Program (and any Performance Share Award) will comply with Code
Section 409A, and the Program (and any Performance Share Award) shall be
interpreted and construed on a basis consistent with such
intent. The Program (and any Performance Share Award) may be
amended in any respect deemed necessary (including retroactively) by the
Committee in order to preserve compliance with Code Section
409A. The preceding shall not be construed as a guarantee of
any particular tax effect for Program benefits or Performance Share
Awards. Except as specifically provided in the LTIP, a
Participant (or beneficiary) is solely responsible and liable for the
satisfaction of all taxes and penalties that may be imposed on the
Participant (or beneficiary) in connection with any distributions to such
Participant (or beneficiary) under the Program (including any taxes and
penalties under Code Section 409A), and neither Olin nor any Affiliate
shall have any obligation to indemnify or otherwise hold a Participant (or
beneficiary) harmless from any or all of such taxes or
penalties.
|
4