|
(Mark One)
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the fiscal year ended December 31, 2013
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from
to
|
Virginia
|
13-1872319
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
190 Carondelet Plaza, Suite 1530, Clayton, MO
(Address of principal executive offices)
|
63105-3443
(Zip code)
|
Title of each class
|
Name of each exchange
on which registered
|
Common Stock,
par value $1 per share
|
New York Stock Exchange
|
Document
|
Part of 10-K into which incorporated
|
Proxy Statement relating to Olin’s Annual Meeting of Shareholders
to be held in 2014
|
Part III
|
Products & Services
|
|
Plants & Facilities
|
|
Owned/Leased
|
Caustic, Bleach, Potassium Hydroxide, Hydrochloric Acid
|
|
Lemont, IL
|
|
Own
|
Caustic, Bleach
|
|
Muscatine, IA
|
|
Own
|
Bleach
|
|
Romulus, MI
|
|
Own
|
Caustic
|
|
Baltimore, MD
|
|
Lease
|
Caustic
|
|
Bayonne, NJ
|
|
Lease
|
Bleach
|
|
Camanche, IA
|
|
Lease
|
Caustic
|
|
Charleston, SC
|
|
Lease
|
Caustic
|
|
Cincinnati, OH
|
|
Lease
|
Caustic
|
|
Cozad, NE
|
|
Lease
|
Caustic, Bleach
|
|
Dallas, TX
|
|
Lease
|
Caustic
|
|
E Sauget, IL
|
|
Lease
|
Bleach
|
|
Fairborn, OH
|
|
Lease
|
Caustic
|
|
Houston, TX
|
|
Lease
|
Caustic
|
|
Kansas City, KS
|
|
Lease
|
Caustic
|
|
Lubbock, TX
|
|
Lease
|
Caustic
|
|
Manly, IA
|
|
Lease
|
Caustic
|
|
McKees Rocks, PA
|
|
Lease
|
Caustic
|
|
Pt. Allen, LA
|
|
Lease
|
Caustic
|
|
Savannah, GA
|
|
Lease
|
Caustic
|
|
Searsport, ME
|
|
Lease
|
Caustic
|
|
Sioux City, IA
|
|
Lease
|
Caustic
|
|
Spokane, WA
|
|
Lease
|
Caustic
|
|
St. Louis, MO
|
|
Lease
|
Caustic
|
|
St. Paul, MN
|
|
Lease
|
Caustic
|
|
Vancouver, WA
|
|
Lease
|
Caustic
|
|
Warren, MI
|
|
Lease
|
Products & Services
|
|
Major End Uses
|
|
Plants & Facilities
|
|
Major Raw Materials & Components for Products/Services
|
Winchester® sporting ammunition (shot-shells, small caliber centerfire & rimfire ammunition)
|
|
Hunters & recreational shooters, law enforcement agencies
|
|
East Alton, IL
Oxford, MS
Geelong, Australia
|
|
brass, lead, steel, plastic, propellant, explosives
|
|
|
|
|
|
|
|
Small caliber military ammunition
|
|
Infantry and mounted weapons
|
|
East Alton, IL
Oxford, MS
|
|
brass, lead, propellant, explosives
|
|
|
|
|
|
|
|
Industrial products (8 gauge loads & powder-actuated tool loads)
|
|
Maintenance applications in power &
concrete industries, powder-actuated tools in construction industry
|
|
East Alton, IL
Oxford, MS
Geelong, Australia
|
|
brass, lead, plastic, propellant, explosives
|
Location
|
|
Number of Employees
|
|
Expiration Date
|
Tacoma (Chlor Alkali)
|
|
9
|
|
December 2014
|
Location
|
|
Number of Employees
|
|
Expiration Date
|
Tacoma (Chlor Alkali)
|
|
9
|
|
December 2014
|
Name and Age
|
|
Office
|
|
Served as an Olin Officer Since
|
Joseph D. Rupp (63)
|
|
Chairman, President and Chief Executive Officer
|
|
1996
|
Frank W. Chirumbole (55)
|
|
Vice President and President, Chlor Alkali Products
|
|
2011
|
Stephen C. Curley (62)
|
|
Vice President and Treasurer
|
|
2005
|
Dolores J. Ennico (61)
|
|
Vice President, Human Resources
|
|
2009
|
John E. Fischer (58)
|
|
Senior Vice President and Chief Financial Officer
|
|
2004
|
G. Bruce Greer, Jr. (53)
|
|
Vice President, Strategic Planning and Information Technology
|
|
2005
|
John L. McIntosh (59)
|
|
Senior Vice President, Operations
|
|
1999
|
Thomas J. O’Keefe (55)
|
|
Vice President and President, Winchester
|
|
2011
|
George H. Pain (63)
|
|
Senior Vice President, General Counsel and Secretary
|
|
2002
|
Todd A. Slater (50)
|
|
Vice President, Finance and Controller
|
|
2005
|
Kenneth A. Steel, Jr. (56)
|
|
Vice President and Executive Vice President, KA Steel
|
|
2012
|
Robert F. Steel (58)
|
|
Vice President and President, KA Steel
|
|
2012
|
2013
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Market price of common stock per New York Stock Exchange composite transactions
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
25.42
|
|
|
$
|
26.05
|
|
|
$
|
25.17
|
|
|
$
|
29.52
|
|
Low
|
|
21.29
|
|
|
22.74
|
|
|
22.50
|
|
|
21.79
|
|
2012
|
|
|
|
|
|
|
|
|
||||||||
Market price of common stock per New York Stock Exchange composite transactions
|
|
|
|
|
|
|
|
|
||||||||
High
|
|
$
|
23.46
|
|
|
$
|
22.24
|
|
|
$
|
23.48
|
|
|
$
|
22.32
|
|
Low
|
|
19.75
|
|
|
18.40
|
|
|
19.34
|
|
|
19.50
|
|
Period
|
|
Total Number of Shares
(or Units) Purchased
|
|
Average Price
Paid
per Share (or Unit)
|
|
Total Number of Shares
(or Units) Purchased as
Part of Publicly
Announced Plans or
Programs
|
|
Maximum Number of
Shares (or Units) that
May Yet Be Purchased
Under the Plans or
Programs
|
October 1-31, 2013
|
|
—
|
|
N/A
|
|
—
|
|
|
November 1-30, 2013
|
|
223,616
|
|
$22.65
|
|
223,616
|
|
|
December 1-31, 2013
|
|
96,385
|
|
24.93
|
|
96,385
|
|
|
Total
|
|
|
|
|
|
|
|
3,081,054
(1)
|
(1)
|
On July 21, 2011, we announced a share repurchase program approved by the board of directors for the purchase of up to 5 million shares of common stock that will terminate on July 21, 2014. Through December 31, 2013, 1,918,946 shares had been repurchased, and 3,081,054 shares remained available for purchase under that program.
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|
2006
|
|
2005
|
|
2004
|
||||||||||||||||||||
Operations
|
|
|
|
($ and shares in millions, except per share data)
|
||||||||||||||||||||||||||||||||||||
Sales
|
|
$
|
2,515
|
|
|
$
|
2,185
|
|
|
$
|
1,961
|
|
|
$
|
1,586
|
|
|
$
|
1,532
|
|
|
$
|
1,765
|
|
|
$
|
1,277
|
|
|
$
|
1,040
|
|
|
$
|
955
|
|
|
$
|
766
|
|
Cost of goods sold
|
|
2,034
|
|
|
1,748
|
|
|
1,574
|
|
|
1,350
|
|
|
1,223
|
|
|
1,377
|
|
|
1,035
|
|
|
792
|
|
|
682
|
|
|
639
|
|
||||||||||
Selling and administration
|
|
190
|
|
|
177
|
|
|
161
|
|
|
134
|
|
|
135
|
|
|
137
|
|
|
129
|
|
|
129
|
|
|
128
|
|
|
90
|
|
||||||||||
Loss on restructuring of businesses
|
|
(6
|
)
|
|
(9
|
)
|
|
(11
|
)
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
||||||||||
Other operating income
|
|
1
|
|
|
8
|
|
|
9
|
|
|
2
|
|
|
9
|
|
|
1
|
|
|
2
|
|
|
7
|
|
|
9
|
|
|
6
|
|
||||||||||
Earnings of non-consolidated affiliates
|
|
3
|
|
|
3
|
|
|
10
|
|
|
30
|
|
|
38
|
|
|
39
|
|
|
46
|
|
|
45
|
|
|
37
|
|
|
9
|
|
||||||||||
Interest expense
|
|
39
|
|
|
26
|
|
|
30
|
|
|
25
|
|
|
12
|
|
|
13
|
|
|
22
|
|
|
20
|
|
|
20
|
|
|
20
|
|
||||||||||
Interest and other (expense) income
|
|
—
|
|
|
(10
|
)
|
|
176
|
|
|
2
|
|
|
1
|
|
|
(20
|
)
|
|
12
|
|
|
12
|
|
|
20
|
|
|
5
|
|
||||||||||
Income before taxes from continuing operations
|
|
250
|
|
|
226
|
|
|
380
|
|
|
77
|
|
|
210
|
|
|
258
|
|
|
151
|
|
|
163
|
|
|
191
|
|
|
27
|
|
||||||||||
Income tax provision
|
|
71
|
|
|
76
|
|
|
138
|
|
|
12
|
|
|
74
|
|
|
100
|
|
|
50
|
|
|
39
|
|
|
74
|
|
|
8
|
|
||||||||||
Income from continuing operations
|
|
179
|
|
|
150
|
|
|
242
|
|
|
65
|
|
|
136
|
|
|
158
|
|
|
101
|
|
|
124
|
|
|
117
|
|
|
19
|
|
||||||||||
Discontinued operations, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
26
|
|
|
21
|
|
|
36
|
|
||||||||||
Cumulative effect of accounting changes, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
||||||||||
Net income (loss)
|
|
$
|
179
|
|
|
$
|
150
|
|
|
$
|
242
|
|
|
$
|
65
|
|
|
$
|
136
|
|
|
$
|
158
|
|
|
$
|
(9
|
)
|
|
$
|
150
|
|
|
$
|
133
|
|
|
$
|
55
|
|
Financial position
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Cash and cash equivalents, short-term investments and restricted cash
|
|
$
|
312
|
|
|
$
|
177
|
|
|
$
|
357
|
|
|
$
|
561
|
|
|
$
|
459
|
|
|
$
|
247
|
|
|
$
|
333
|
|
|
$
|
276
|
|
|
$
|
304
|
|
|
$
|
147
|
|
Working capital, excluding cash and cash equivalents and short-term investments
|
|
125
|
|
|
150
|
|
|
76
|
|
|
33
|
|
|
91
|
|
|
24
|
|
|
(14
|
)
|
|
223
|
|
|
191
|
|
|
232
|
|
||||||||||
Property, plant and equipment, net
|
|
988
|
|
|
1,034
|
|
|
885
|
|
|
675
|
|
|
695
|
|
|
630
|
|
|
504
|
|
|
251
|
|
|
227
|
|
|
205
|
|
||||||||||
Total assets
|
|
2,803
|
|
|
2,778
|
|
|
2,450
|
|
|
2,049
|
|
|
1,932
|
|
|
1,720
|
|
|
1,731
|
|
|
1,642
|
|
|
1,802
|
|
|
1,621
|
|
||||||||||
Capitalization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Short-term debt
|
|
13
|
|
|
24
|
|
|
12
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
2
|
|
|
1
|
|
|
52
|
|
||||||||||
Long-term debt
|
|
678
|
|
|
690
|
|
|
524
|
|
|
418
|
|
|
398
|
|
|
252
|
|
|
249
|
|
|
252
|
|
|
257
|
|
|
261
|
|
||||||||||
Shareholders’ equity
|
|
1,101
|
|
|
998
|
|
|
986
|
|
|
830
|
|
|
822
|
|
|
705
|
|
|
664
|
|
|
543
|
|
|
427
|
|
|
356
|
|
||||||||||
Total capitalization
|
|
$
|
1,792
|
|
|
$
|
1,712
|
|
|
$
|
1,522
|
|
|
$
|
1,326
|
|
|
$
|
1,220
|
|
|
$
|
957
|
|
|
$
|
923
|
|
|
$
|
797
|
|
|
$
|
685
|
|
|
$
|
669
|
|
Per share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Continuing operations
|
|
$
|
2.24
|
|
|
$
|
1.87
|
|
|
$
|
3.02
|
|
|
$
|
0.82
|
|
|
$
|
1.74
|
|
|
$
|
2.08
|
|
|
$
|
1.36
|
|
|
$
|
1.70
|
|
|
$
|
1.65
|
|
|
$
|
0.27
|
|
Discontinued operations, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.48
|
)
|
|
0.36
|
|
|
0.30
|
|
|
0.53
|
|
||||||||||
Accounting changes, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
||||||||||
Net income (loss)
|
|
$
|
2.24
|
|
|
$
|
1.87
|
|
|
$
|
3.02
|
|
|
$
|
0.82
|
|
|
$
|
1.74
|
|
|
$
|
2.08
|
|
|
$
|
(0.12
|
)
|
|
$
|
2.06
|
|
|
$
|
1.87
|
|
|
$
|
0.80
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Continuing operations
|
|
$
|
2.21
|
|
|
$
|
1.85
|
|
|
$
|
2.99
|
|
|
$
|
0.81
|
|
|
$
|
1.73
|
|
|
$
|
2.07
|
|
|
$
|
1.36
|
|
|
$
|
1.70
|
|
|
$
|
1.65
|
|
|
$
|
0.27
|
|
Discontinued operations, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.48
|
)
|
|
0.36
|
|
|
0.29
|
|
|
0.53
|
|
||||||||||
Accounting changes, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.08
|
)
|
|
—
|
|
||||||||||
Net income (loss)
|
|
$
|
2.21
|
|
|
$
|
1.85
|
|
|
$
|
2.99
|
|
|
$
|
0.81
|
|
|
$
|
1.73
|
|
|
$
|
2.07
|
|
|
$
|
(0.12
|
)
|
|
$
|
2.06
|
|
|
$
|
1.86
|
|
|
$
|
0.80
|
|
Common Cash Dividends
|
|
0.80
|
|
|
0.80
|
|
|
0.80
|
|
|
0.80
|
|
|
0.80
|
|
|
0.80
|
|
|
0.80
|
|
|
0.80
|
|
|
0.80
|
|
|
0.80
|
|
||||||||||
Market price of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
High
|
|
29.52
|
|
|
23.48
|
|
|
27.16
|
|
|
22.39
|
|
|
19.79
|
|
|
30.39
|
|
|
24.53
|
|
|
22.65
|
|
|
25.35
|
|
|
22.99
|
|
||||||||||
Low
|
|
21.29
|
|
|
18.40
|
|
|
16.11
|
|
|
14.35
|
|
|
8.97
|
|
|
12.52
|
|
|
15.97
|
|
|
14.22
|
|
|
16.65
|
|
|
15.20
|
|
||||||||||
Year end
|
|
28.85
|
|
|
21.59
|
|
|
19.65
|
|
|
20.52
|
|
|
17.52
|
|
|
18.08
|
|
|
19.33
|
|
|
16.52
|
|
|
19.68
|
|
|
22.02
|
|
||||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
Capital expenditures
|
|
$
|
91
|
|
|
$
|
256
|
|
|
$
|
201
|
|
|
$
|
85
|
|
|
$
|
138
|
|
|
$
|
180
|
|
|
$
|
76
|
|
|
$
|
62
|
|
|
$
|
63
|
|
|
$
|
38
|
|
Depreciation
|
|
121
|
|
|
104
|
|
|
97
|
|
|
85
|
|
|
70
|
|
|
68
|
|
|
47
|
|
|
38
|
|
|
36
|
|
|
33
|
|
||||||||||
Common dividends paid
|
|
64
|
|
|
64
|
|
|
64
|
|
|
63
|
|
|
63
|
|
|
61
|
|
|
59
|
|
|
58
|
|
|
57
|
|
|
56
|
|
||||||||||
Purchases of common stock
|
|
36
|
|
|
3
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Current ratio
|
|
2.1
|
|
|
1.7
|
|
|
2.0
|
|
|
2.3
|
|
|
2.8
|
|
|
1.7
|
|
|
1.8
|
|
|
2.2
|
|
|
2.3
|
|
|
2.1
|
|
||||||||||
Total debt to total capitalization
|
|
38.6
|
%
|
|
41.7
|
%
|
|
35.2
|
%
|
|
37.4
|
%
|
|
32.6
|
%
|
|
26.4
|
%
|
|
28.1
|
%
|
|
31.8
|
%
|
|
37.7
|
%
|
|
46.8
|
%
|
||||||||||
Effective tax rate
|
|
28.6
|
%
|
|
33.6
|
%
|
|
36.3
|
%
|
|
15.7
|
%
|
|
35.4
|
%
|
|
38.8
|
%
|
|
33.1
|
%
|
|
24.2
|
%
|
|
38.4
|
%
|
|
29.6
|
%
|
||||||||||
Average common shares outstanding - diluted
|
|
80.9
|
|
|
81.0
|
|
|
80.8
|
|
|
79.9
|
|
|
78.3
|
|
|
76.1
|
|
|
74.3
|
|
|
72.8
|
|
|
71.6
|
|
|
68.4
|
|
||||||||||
Shareholders
|
|
3,900
|
|
|
4,100
|
|
|
4,400
|
|
|
4,600
|
|
|
4,900
|
|
|
5,100
|
|
|
5,300
|
|
|
5,700
|
|
|
6,100
|
|
|
6,400
|
|
||||||||||
Employees
(1)
|
|
4,100
|
|
|
4,100
|
|
|
3,800
|
|
|
3,700
|
|
|
3,700
|
|
|
3,600
|
|
|
3,600
|
|
|
3,100
|
|
|
2,900
|
|
|
2,800
|
|
(1)
|
Employee data exclude employees who worked at government-owned/contractor-operated facilities.
|
|
2013
|
|
2012
|
|
2011
|
||||||
First quarter
|
$
|
565
|
|
|
$
|
585
|
|
|
$
|
525
|
|
Second quarter
|
575
|
|
|
575
|
|
|
560
|
|
|||
Third quarter
|
570
|
|
|
560
|
|
|
595
|
|
|||
Fourth quarter
|
525
|
|
|
580
|
|
|
590
|
|
|||
Annual average
|
560
|
|
|
575
|
|
|
570
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
Pension benefits
|
$
|
(20.5
|
)
|
|
$
|
(21.1
|
)
|
|
$
|
(22.5
|
)
|
Other postretirement benefits
|
7.5
|
|
|
7.4
|
|
|
7.8
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions, except per share data)
|
||||||||||
Sales
|
$
|
2,515.0
|
|
|
$
|
2,184.7
|
|
|
$
|
1,961.1
|
|
Cost of goods sold
|
2,033.7
|
|
|
1,748.0
|
|
|
1,573.9
|
|
|||
Gross margin
|
481.3
|
|
|
436.7
|
|
|
387.2
|
|
|||
Selling and administration
|
190.0
|
|
|
168.6
|
|
|
160.6
|
|
|||
Restructuring charges
|
5.5
|
|
|
8.5
|
|
|
10.7
|
|
|||
Acquisition costs
|
—
|
|
|
8.3
|
|
|
0.8
|
|
|||
Other operating income
|
0.7
|
|
|
7.6
|
|
|
8.8
|
|
|||
Operating income
|
286.5
|
|
|
258.9
|
|
|
223.9
|
|
|||
Earnings of non-consolidated affiliates
|
2.8
|
|
|
3.0
|
|
|
9.6
|
|
|||
Interest expense
|
38.6
|
|
|
26.4
|
|
|
30.4
|
|
|||
Interest income
|
0.6
|
|
|
1.0
|
|
|
1.2
|
|
|||
Other (expense) income
|
(1.3
|
)
|
|
(11.3
|
)
|
|
175.1
|
|
|||
Income before taxes
|
250.0
|
|
|
225.2
|
|
|
379.4
|
|
|||
Income tax provision
|
71.4
|
|
|
75.6
|
|
|
137.7
|
|
|||
Net income
|
$
|
178.6
|
|
|
$
|
149.6
|
|
|
$
|
241.7
|
|
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.24
|
|
|
$
|
1.87
|
|
|
$
|
3.02
|
|
Diluted
|
$
|
2.21
|
|
|
$
|
1.85
|
|
|
$
|
2.99
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Sales:
|
($ in millions)
|
||||||||||
Chlor Alkali Products
|
$
|
1,412.3
|
|
|
$
|
1,428.9
|
|
|
$
|
1,389.1
|
|
Chemical Distribution
|
406.4
|
|
|
156.3
|
|
|
—
|
|
|||
Winchester
|
777.6
|
|
|
617.6
|
|
|
572.0
|
|
|||
Intersegment sales elimination
|
(81.3
|
)
|
|
(18.1
|
)
|
|
—
|
|
|||
Total sales
|
$
|
2,515.0
|
|
|
$
|
2,184.7
|
|
|
$
|
1,961.1
|
|
Income before taxes:
|
|
|
|
|
|
||||||
Chlor Alkali Products
(1)
|
$
|
203.8
|
|
|
$
|
263.2
|
|
|
$
|
245.0
|
|
Chemical Distribution
|
9.7
|
|
|
4.5
|
|
|
—
|
|
|||
Winchester
|
143.2
|
|
|
55.2
|
|
|
37.9
|
|
|||
Corporate/Other:
|
|
|
|
|
|
||||||
Pension income
(2)
|
26.6
|
|
|
27.2
|
|
|
27.8
|
|
|||
Environmental expense
(3)
|
(10.2
|
)
|
|
(8.3
|
)
|
|
(7.9
|
)
|
|||
Other corporate and unallocated costs
|
(79.0
|
)
|
|
(70.7
|
)
|
|
(66.6
|
)
|
|||
Restructuring charges
(4)
|
(5.5
|
)
|
|
(8.5
|
)
|
|
(10.7
|
)
|
|||
Acquisition costs
(5)
|
—
|
|
|
(8.3
|
)
|
|
(0.8
|
)
|
|||
Other operating income
(6)
|
0.7
|
|
|
7.6
|
|
|
8.8
|
|
|||
Interest expense
(7)
|
(38.6
|
)
|
|
(26.4
|
)
|
|
(30.4
|
)
|
|||
Interest income
|
0.6
|
|
|
1.0
|
|
|
1.2
|
|
|||
Other (expense) income
(8)
|
(1.3
|
)
|
|
(11.3
|
)
|
|
175.1
|
|
|||
Income before taxes
|
$
|
250.0
|
|
|
$
|
225.2
|
|
|
$
|
379.4
|
|
(1)
|
Earnings of non-consolidated affiliates are included in the Chlor Alkali Products segment results consistent with management’s monitoring of the operating segment. The earnings from non-consolidated affiliates were $2.8 million, $3.0 million and $9.6 million for the years ended 2013, 2012 and 2011, respectively. During October 2013, we sold our equity interest in a bleach joint venture. On February 28, 2011, we acquired the remaining 50% interest in SunBelt. Since the date of acquisition, SunBelt’s results are no longer included in earnings of non-consolidated affiliates but are consolidated in our consolidated financial statements.
|
(2)
|
The service cost and the amortization of prior service cost components of pension expense related to the employees of the operating segments are allocated to the operating segments based on their respective estimated census data. All other components of pension costs are included in corporate/other and include items such as the expected return on plan assets, interest cost and recognized actuarial gains and losses.
|
(3)
|
Environmental expense for the years ended 2013, 2012 and 2011 included $1.3 million, $0.1 million and $11.4 million, respectively, of recoveries from third parties for costs incurred and expensed in prior periods. Environmental expense is included in cost of goods sold in the consolidated statements of operations.
|
(4)
|
Restructuring charges for the years ended 2013, 2012 and 2011 were primarily associated with exiting the use of mercury cell technology in the chlor alkali manufacturing process and the ongoing relocation of our Winchester centerfire ammunition manufacturing operations from East Alton, IL to Oxford, MS.
|
(5)
|
Acquisition costs in 2012 were related to the acquisition of KA Steel. Acquisition costs in 2011 were related to the acquisition of the remaining 50% of SunBelt.
|
(6)
|
Other operating income for the year ended 2013 included a gain of $1.5 million on the sale of two former manufacturing sites. Other operating income for the year ended 2012 included $4.9 million of insurance recoveries for business interruption related to an outage at one of our Chlor Alkali customers in the first half of 2012. Other operating income for the year ended 2011 included a gain of $3.7 million on the sale of a former manufacturing site and $1.9 million of insurance recoveries related to our Oxford, MS and St. Gabriel, LA facilities.
|
(7)
|
Interest expense was reduced by capitalized interest of $1.1 million, $7.4 million and $1.2 million for the years ended 2013, 2012 and 2011, respectively.
|
(8)
|
Other (expense) income for the years ended 2013, 2012 and 2011 included $7.9 million, $11.5 million and $6.7 million, respectively, of expense for our earn out liability from the SunBelt acquisition. Other (expense) income for the year ended December 31, 2013 also included a gain of $6.5 million on the sale of our equity interest in a bleach joint venture. Other (expense) income for the year ended 2011 also included a pretax gain of $181.4 million as a result of remeasuring our previously held 50% equity interest in SunBelt. The income tax provision for the year ended 2011 included a $76.0 million discrete deferred tax expense as a result of the remeasurement of the SunBelt investment.
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Cash outlays (receipts):
|
($ in millions)
|
||||||||||
Remedial and investigatory spending (charged to reserve)
|
$
|
12.4
|
|
|
$
|
25.5
|
|
|
$
|
23.3
|
|
Recoveries from third parties
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(11.4
|
)
|
|||
Capital spending
|
0.9
|
|
|
1.5
|
|
|
2.5
|
|
|||
Plant operations (charged to cost of goods sold)
|
25.4
|
|
|
25.1
|
|
|
26.1
|
|
|||
Total cash outlays
|
$
|
37.4
|
|
|
$
|
52.0
|
|
|
$
|
40.5
|
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
Beginning balance
|
$
|
146.5
|
|
|
$
|
163.3
|
|
|
$
|
167.6
|
|
Charges to income
|
11.5
|
|
|
8.4
|
|
|
19.3
|
|
|||
Remedial and investigatory spending
|
(12.4
|
)
|
|
(25.5
|
)
|
|
(23.3
|
)
|
|||
Currency translation adjustments
|
(1.0
|
)
|
|
0.3
|
|
|
(0.3
|
)
|
|||
Ending balance
|
$
|
144.6
|
|
|
$
|
146.5
|
|
|
$
|
163.3
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
Charges to income
|
$
|
11.5
|
|
|
$
|
8.4
|
|
|
$
|
19.3
|
|
Recoveries from third parties of costs incurred and expensed in prior periods
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(11.4
|
)
|
|||
Total environmental expense
|
$
|
10.2
|
|
|
$
|
8.3
|
|
|
$
|
7.9
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Provided by (used for)
|
($ in millions)
|
||||||||||
Gain on remeasurement of investment in SunBelt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(181.4
|
)
|
Net operating activities
|
317.0
|
|
|
279.2
|
|
|
215.9
|
|
|||
Capital expenditures
|
(90.8
|
)
|
|
(255.7
|
)
|
|
(200.9
|
)
|
|||
Business acquired in purchase transaction, net of cash acquired
|
—
|
|
|
(310.4
|
)
|
|
(123.4
|
)
|
|||
Proceeds from sale/leaseback of equipment
|
35.8
|
|
|
4.4
|
|
|
3.2
|
|
|||
Restricted cash activity, net
|
7.7
|
|
|
39.8
|
|
|
50.3
|
|
|||
Net investing activities
|
(43.8
|
)
|
|
(512.4
|
)
|
|
(259.6
|
)
|
|||
Long-term debt (repayments) borrowings, net
|
(23.7
|
)
|
|
180.1
|
|
|
(51.2
|
)
|
|||
Earn out payment - SunBelt
|
(17.1
|
)
|
|
(15.3
|
)
|
|
—
|
|
|||
Common stock repurchased and retired
|
(36.2
|
)
|
|
(3.1
|
)
|
|
(4.2
|
)
|
|||
Net financing activities
|
(130.6
|
)
|
|
93.6
|
|
|
(110.1
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 Years
|
||||||||||
|
($ in millions)
|
||||||||||||||||||
Debt obligations
, including capital lease obligations
|
$
|
691.0
|
|
|
$
|
12.6
|
|
|
$
|
156.3
|
|
|
$
|
15.1
|
|
|
$
|
507.0
|
|
Interest payments under debt obligations and interest rate swap agreements
(a)
|
228.1
|
|
|
36.0
|
|
|
66.1
|
|
|
53.9
|
|
|
72.1
|
|
|||||
Contingent tax liability
|
36.1
|
|
|
3.8
|
|
|
7.0
|
|
|
2.5
|
|
|
22.8
|
|
|||||
Qualified pension plan contributions
(b)
|
1.0
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-qualified pension plan payments
|
62.1
|
|
|
14.4
|
|
|
15.4
|
|
|
7.8
|
|
|
24.5
|
|
|||||
Postretirement benefit payments
|
67.6
|
|
|
5.8
|
|
|
11.2
|
|
|
10.2
|
|
|
40.4
|
|
|||||
Off-Balance Sheet Commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncancelable operating leases
|
237.0
|
|
|
52.8
|
|
|
83.7
|
|
|
56.1
|
|
|
44.4
|
|
|||||
Purchasing commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Raw materials
|
100.1
|
|
|
77.2
|
|
|
22.9
|
|
|
—
|
|
|
—
|
|
|||||
Capital expenditures
|
2.2
|
|
|
1.6
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|||||
Utilities
|
1.0
|
|
|
0.7
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,426.2
|
|
|
$
|
205.9
|
|
|
$
|
363.5
|
|
|
$
|
145.6
|
|
|
$
|
711.2
|
|
(a)
|
For the purposes of this table, we have assumed for all periods presented that there are no changes in the principal amount of any variable rate debt from the amounts outstanding on December 31, 2013 and that there are no changes in the rates from those in effect at December 31, 2013 which ranged from 0.22% to 8.875%.
|
(b)
|
These amounts are only estimated payments assuming an annual expected rate of return on pension plan assets of 7.75%, and a discount rate on pension plan obligations of 4.5%. These estimated payments are subject to significant variation and the actual payments may be more than the amounts estimated. Given the inherent uncertainty as to actual minimum funding requirements for qualified defined benefit pension plans, no amounts are included in this table for any period beyond one year. Based on the current funding requirements, we will not be required to make any cash contributions to the domestic qualified defined benefit pension plan at least through 2014. We do have a small Canadian qualified defined benefit pension plan to which we made cash contributions of
$1.0 million
and
$0.9 million
in 2013 and 2012, respectively, and we anticipate approximately
$1 million
of cash contributions in 2014. See discussion on “Moving Ahead for Progress in the 21st Century Act” in “Pension Plans” in the notes to consolidated financial statements contained in Item 8.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Other current assets
|
$
|
1.3
|
|
|
$
|
7.6
|
|
Other assets
|
5.9
|
|
|
8.3
|
|
||
Total derivative asset
|
$
|
7.2
|
|
|
$
|
15.9
|
|
Long-term debt
|
$
|
7.3
|
|
|
$
|
10.2
|
|
Total derivative liability
|
$
|
7.3
|
|
|
$
|
10.2
|
|
Underlying Debt Instrument
|
|
Swap
Amount
|
|
Date of Swap
|
|
December 31, 2013
|
|||
|
|
($ in millions)
|
|
|
|
Olin Pays
Floating Rate:
|
|||
6.75%, due 2016
|
|
$
|
65.0
|
|
|
March 2010
|
|
3.5-4.5%
|
(a)
|
6.75%, due 2016
|
|
$
|
60.0
|
|
|
March 2010
|
|
3.5-4.5%
|
(a)
|
|
|
|
|
|
|
Olin Receives
Floating Rate:
|
|||
6.75%, due 2016
|
|
$
|
65.0
|
|
|
October 2011
|
|
3.5-4.5%
|
(a)
|
6.75%, due 2016
|
|
$
|
60.0
|
|
|
October 2011
|
|
3.5-4.5%
|
(a)
|
(a)
|
Actual rate is set in arrears. We project the rate will fall within the range shown.
|
Assets
|
2013
|
|
2012
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
307.8
|
|
|
$
|
165.2
|
|
Receivables, net:
|
|
|
|
||||
Trade
|
266.5
|
|
|
279.2
|
|
||
Other
|
13.6
|
|
|
19.8
|
|
||
Income taxes receivable
|
1.9
|
|
|
8.2
|
|
||
Inventories
|
186.5
|
|
|
195.1
|
|
||
Current deferred income taxes
|
50.4
|
|
|
61.3
|
|
||
Other current assets
|
13.2
|
|
|
20.3
|
|
||
Total current assets
|
839.9
|
|
|
749.1
|
|
||
Property, plant and equipment, net
|
987.8
|
|
|
1,034.3
|
|
||
Prepaid pension costs
|
1.7
|
|
|
2.1
|
|
||
Restricted cash
|
4.2
|
|
|
11.9
|
|
||
Deferred income taxes
|
9.0
|
|
|
9.1
|
|
||
Other assets
|
213.1
|
|
|
224.1
|
|
||
Goodwill
|
747.1
|
|
|
747.1
|
|
||
Total assets
|
$
|
2,802.8
|
|
|
$
|
2,777.7
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments of long-term debt
|
$
|
12.6
|
|
|
$
|
23.6
|
|
Accounts payable
|
148.7
|
|
|
174.3
|
|
||
Income taxes payable
|
1.7
|
|
|
7.6
|
|
||
Accrued liabilities
|
244.5
|
|
|
228.5
|
|
||
Total current liabilities
|
407.5
|
|
|
434.0
|
|
||
Long-term debt
|
678.4
|
|
|
690.1
|
|
||
Accrued pension liability
|
115.4
|
|
|
164.3
|
|
||
Deferred income taxes
|
117.6
|
|
|
110.4
|
|
||
Other liabilities
|
382.8
|
|
|
380.5
|
|
||
Total liabilities
|
1,701.7
|
|
|
1,779.3
|
|
||
Commitments and contingencies
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, par value $1 per share:
|
|
|
|
||||
Authorized, 120.0 shares;
|
|
|
|
||||
Issued and outstanding, 79.4 shares (80.2 in 2012)
|
79.4
|
|
|
80.2
|
|
||
Additional paid-in capital
|
838.8
|
|
|
856.1
|
|
||
Accumulated other comprehensive loss
|
(365.1
|
)
|
|
(371.3
|
)
|
||
Retained earnings
|
548.0
|
|
|
433.4
|
|
||
Total shareholders’ equity
|
1,101.1
|
|
|
998.4
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,802.8
|
|
|
$
|
2,777.7
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Sales
|
$
|
2,515.0
|
|
|
$
|
2,184.7
|
|
|
$
|
1,961.1
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Cost of goods sold
|
2,033.7
|
|
|
1,748.0
|
|
|
1,573.9
|
|
|||
Selling and administration
|
190.0
|
|
|
168.6
|
|
|
160.6
|
|
|||
Restructuring charges
|
5.5
|
|
|
8.5
|
|
|
10.7
|
|
|||
Acquisition costs
|
—
|
|
|
8.3
|
|
|
0.8
|
|
|||
Other operating income
|
0.7
|
|
|
7.6
|
|
|
8.8
|
|
|||
Operating income
|
286.5
|
|
|
258.9
|
|
|
223.9
|
|
|||
Earnings of non-consolidated affiliates
|
2.8
|
|
|
3.0
|
|
|
9.6
|
|
|||
Interest expense
|
38.6
|
|
|
26.4
|
|
|
30.4
|
|
|||
Interest income
|
0.6
|
|
|
1.0
|
|
|
1.2
|
|
|||
Other (expense) income
|
(1.3
|
)
|
|
(11.3
|
)
|
|
175.1
|
|
|||
Income before taxes
|
250.0
|
|
|
225.2
|
|
|
379.4
|
|
|||
Income tax provision
|
71.4
|
|
|
75.6
|
|
|
137.7
|
|
|||
Net income
|
$
|
178.6
|
|
|
$
|
149.6
|
|
|
$
|
241.7
|
|
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.24
|
|
|
$
|
1.87
|
|
|
$
|
3.02
|
|
Diluted
|
$
|
2.21
|
|
|
$
|
1.85
|
|
|
$
|
2.99
|
|
Average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
79.9
|
|
|
80.1
|
|
|
80.0
|
|
|||
Diluted
|
80.9
|
|
|
81.0
|
|
|
80.8
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
178.6
|
|
|
$
|
149.6
|
|
|
$
|
241.7
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(2.6
|
)
|
|
0.3
|
|
|
1.4
|
|
|||
Unrealized (losses) gains on derivative contracts
|
(3.8
|
)
|
|
10.0
|
|
|
(16.9
|
)
|
|||
Pension and postretirement liability adjustments, net
|
(7.7
|
)
|
|
(101.9
|
)
|
|
(29.0
|
)
|
|||
Amortization of prior service costs and actuarial losses
|
20.3
|
|
|
14.5
|
|
|
12.1
|
|
|||
Total other comprehensive income (loss), net of tax
|
6.2
|
|
|
(77.1
|
)
|
|
(32.4
|
)
|
|||
Comprehensive income
|
$
|
184.8
|
|
|
$
|
72.5
|
|
|
$
|
209.3
|
|
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In millions, except per share data)
|
||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Shareholders’
Equity
|
|||||||||||||
Shares
Issued
|
|
Par
Value
|
|
|||||||||||||||||||
Balance at January 1, 2011
|
79.6
|
|
|
$
|
79.6
|
|
|
$
|
842.3
|
|
|
$
|
(261.8
|
)
|
|
$
|
170.2
|
|
|
$
|
830.3
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241.7
|
|
|
241.7
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.4
|
)
|
|
—
|
|
|
(32.4
|
)
|
|||||
Dividends paid:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock ($0.80 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64.0
|
)
|
|
(64.0
|
)
|
|||||
Common stock repurchased and retired
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
(4.2
|
)
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Stock options exercised
|
0.5
|
|
|
0.5
|
|
|
8.8
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
|||||
Other transactions
|
0.2
|
|
|
0.2
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
3.8
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Balance at December 31, 2011
|
80.1
|
|
|
80.1
|
|
|
852.0
|
|
|
(294.2
|
)
|
|
347.9
|
|
|
985.8
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149.6
|
|
|
149.6
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(77.1
|
)
|
|
—
|
|
|
(77.1
|
)
|
|||||
Dividends paid:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock ($0.80 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64.1
|
)
|
|
(64.1
|
)
|
|||||
Common stock repurchased and retired
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Stock options exercised
|
0.1
|
|
|
0.1
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
Other transactions
|
0.2
|
|
|
0.2
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.6
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
|||||
Balance at December 31, 2012
|
80.2
|
|
|
80.2
|
|
|
856.1
|
|
|
(371.3
|
)
|
|
433.4
|
|
|
998.4
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178.6
|
|
|
178.6
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
Dividends paid:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Common stock ($0.80 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64.0
|
)
|
|
(64.0
|
)
|
|||||
Common stock repurchased and retired
|
(1.5
|
)
|
|
(1.5
|
)
|
|
(34.7
|
)
|
|
—
|
|
|
—
|
|
|
(36.2
|
)
|
|||||
Common stock issued for:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Stock options exercised
|
0.5
|
|
|
0.5
|
|
|
9.2
|
|
|
—
|
|
|
—
|
|
|
9.7
|
|
|||||
Other transactions
|
0.2
|
|
|
0.2
|
|
|
3.0
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|||||
Balance at December 31, 2013
|
79.4
|
|
|
$
|
79.4
|
|
|
$
|
838.8
|
|
|
$
|
(365.1
|
)
|
|
$
|
548.0
|
|
|
$
|
1,101.1
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31
(In millions)
|
|||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income
|
$
|
178.6
|
|
|
$
|
149.6
|
|
|
$
|
241.7
|
|
Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities:
|
|
|
|
|
|
||||||
Gain on remeasurement of investment in SunBelt
|
—
|
|
|
—
|
|
|
(181.4
|
)
|
|||
Earnings of non-consolidated affiliates
|
(2.8
|
)
|
|
(3.0
|
)
|
|
(9.6
|
)
|
|||
Gain on disposition of non-consolidated affiliate
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|||
Gains on disposition of property, plant and equipment
|
(0.4
|
)
|
|
(2.1
|
)
|
|
(6.2
|
)
|
|||
Stock-based compensation
|
8.8
|
|
|
6.2
|
|
|
5.8
|
|
|||
Depreciation and amortization
|
135.3
|
|
|
110.9
|
|
|
99.3
|
|
|||
Deferred taxes
|
12.4
|
|
|
42.5
|
|
|
92.6
|
|
|||
Qualified pension plan contributions
|
(1.0
|
)
|
|
(0.9
|
)
|
|
(0.9
|
)
|
|||
Qualified pension plan income
|
(24.1
|
)
|
|
(24.8
|
)
|
|
(26.4
|
)
|
|||
Change in assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
18.9
|
|
|
1.2
|
|
|
(26.2
|
)
|
|||
Income taxes receivable/payable
|
0.4
|
|
|
0.1
|
|
|
5.0
|
|
|||
Inventories
|
8.6
|
|
|
17.9
|
|
|
(17.0
|
)
|
|||
Other current assets
|
0.7
|
|
|
(0.1
|
)
|
|
0.6
|
|
|||
Accounts payable and accrued liabilities
|
1.0
|
|
|
(0.7
|
)
|
|
15.6
|
|
|||
Other assets
|
1.3
|
|
|
0.3
|
|
|
(0.2
|
)
|
|||
Other noncurrent liabilities
|
(14.5
|
)
|
|
(17.9
|
)
|
|
25.6
|
|
|||
Other operating activities
|
0.3
|
|
|
—
|
|
|
(2.4
|
)
|
|||
Net operating activities
|
317.0
|
|
|
279.2
|
|
|
215.9
|
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(90.8
|
)
|
|
(255.7
|
)
|
|
(200.9
|
)
|
|||
Business acquired in purchase transaction, net of cash acquired
|
—
|
|
|
(310.4
|
)
|
|
(123.4
|
)
|
|||
Proceeds from sale/leaseback of equipment
|
35.8
|
|
|
4.4
|
|
|
3.2
|
|
|||
Proceeds from disposition of property, plant and equipment
|
4.6
|
|
|
8.6
|
|
|
7.9
|
|
|||
Distributions from affiliated companies, net
|
1.5
|
|
|
1.3
|
|
|
1.9
|
|
|||
Restricted cash activity, net
|
7.7
|
|
|
39.8
|
|
|
50.3
|
|
|||
Other investing activities
|
(2.6
|
)
|
|
(0.4
|
)
|
|
1.4
|
|
|||
Net investing activities
|
(43.8
|
)
|
|
(512.4
|
)
|
|
(259.6
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Long-term debt:
|
|
|
|
|
|
||||||
Borrowings
|
—
|
|
|
200.0
|
|
|
36.0
|
|
|||
Repayments
|
(23.7
|
)
|
|
(19.9
|
)
|
|
(87.2
|
)
|
|||
Earn out payment - SunBelt
|
(17.1
|
)
|
|
(15.3
|
)
|
|
—
|
|
|||
Common stock repurchased and retired
|
(36.2
|
)
|
|
(3.1
|
)
|
|
(4.2
|
)
|
|||
Stock options exercised
|
8.8
|
|
|
1.3
|
|
|
8.3
|
|
|||
Excess tax benefits from stock-based compensation
|
1.6
|
|
|
0.7
|
|
|
1.0
|
|
|||
Dividends paid
|
(64.0
|
)
|
|
(64.1
|
)
|
|
(64.0
|
)
|
|||
Deferred debt issuance costs
|
—
|
|
|
(6.0
|
)
|
|
—
|
|
|||
Net financing activities
|
(130.6
|
)
|
|
93.6
|
|
|
(110.1
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
142.6
|
|
|
(139.6
|
)
|
|
(153.8
|
)
|
|||
Cash and cash equivalents, beginning of year
|
165.2
|
|
|
304.8
|
|
|
458.6
|
|
|||
Cash and cash equivalents, end of year
|
$
|
307.8
|
|
|
$
|
165.2
|
|
|
$
|
304.8
|
|
Cash paid for interest and income taxes:
|
|
|
|
|
|
||||||
Interest
|
$
|
37.2
|
|
|
$
|
27.5
|
|
|
$
|
28.4
|
|
Income taxes, net of refunds
|
$
|
61.3
|
|
|
$
|
28.4
|
|
|
$
|
41.5
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
(Losses) gains on disposition of property, plant and equipment, net
|
$
|
(1.1
|
)
|
|
$
|
2.1
|
|
|
$
|
1.4
|
|
Amortization of 2007 gain on intangible asset sale (recognized through 2012)
|
—
|
|
|
0.3
|
|
|
1.2
|
|
|||
Gains on sale of land
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Gains on dispositions of former manufacturing facilities
|
1.5
|
|
|
—
|
|
|
3.7
|
|
|||
Gains on insurance recoveries
|
—
|
|
|
4.9
|
|
|
1.9
|
|
|||
Other
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Other operating income
|
$
|
0.7
|
|
|
$
|
7.6
|
|
|
$
|
8.8
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Beginning balance
|
$
|
67.8
|
|
|
$
|
67.9
|
|
Accretion
|
3.3
|
|
|
4.8
|
|
||
Spending
|
(11.3
|
)
|
|
(8.0
|
)
|
||
Currency translation adjustments
|
(0.6
|
)
|
|
0.2
|
|
||
KA Steel acquisition
|
—
|
|
|
0.4
|
|
||
Adjustments
|
1.6
|
|
|
2.5
|
|
||
Ending balance
|
$
|
60.8
|
|
|
$
|
67.8
|
|
|
|
Chlor Alkali Products
|
|
Chemical Distribution
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Balance at January 1, 2012
|
|
$
|
627.4
|
|
|
$
|
—
|
|
|
$
|
627.4
|
|
Acquisition activity
|
|
—
|
|
|
119.7
|
|
|
119.7
|
|
|||
Balance at December 31, 2012
|
|
627.4
|
|
|
119.7
|
|
|
747.1
|
|
|||
Acquisition activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at December 31, 2013
|
|
$
|
627.4
|
|
|
$
|
119.7
|
|
|
$
|
747.1
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Investments in non-consolidated affiliates
|
$
|
21.6
|
|
|
$
|
29.3
|
|
Intangible assets (less accumulated amortization of $28.0 million and $13.4 million, respectively)
|
138.1
|
|
|
152.7
|
|
||
Deferred debt issuance costs
|
14.4
|
|
|
17.5
|
|
||
Interest rate swaps
|
5.9
|
|
|
8.3
|
|
||
Other
|
33.1
|
|
|
16.3
|
|
||
Other assets
|
$
|
213.1
|
|
|
$
|
224.1
|
|
|
|
|
December 31,
|
||||||||||||||||||||||
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
Useful Lives
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
|
|
($ in millions)
|
||||||||||||||||||||||
Customers, customer contracts and relationships
|
(10-15 years)
|
|
$
|
152.9
|
|
|
$
|
(26.6
|
)
|
|
$
|
126.3
|
|
|
$
|
152.9
|
|
|
$
|
(12.2
|
)
|
|
$
|
140.7
|
|
KA Steel trade name
|
(indefinite)
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
|
10.9
|
|
|
—
|
|
|
10.9
|
|
||||||
Other
|
(4-10 years)
|
|
2.3
|
|
|
(1.4
|
)
|
|
0.9
|
|
|
2.3
|
|
|
(1.2
|
)
|
|
1.1
|
|
||||||
Total intangible assets
|
|
|
$
|
166.1
|
|
|
$
|
(28.0
|
)
|
|
$
|
138.1
|
|
|
$
|
166.1
|
|
|
$
|
(13.4
|
)
|
|
$
|
152.7
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Dividend yield
|
3.44
|
%
|
|
3.65
|
%
|
|
4.32
|
%
|
|||
Risk-free interest rate
|
1.35
|
%
|
|
1.36
|
%
|
|
3.05
|
%
|
|||
Expected volatility
|
43
|
%
|
|
43
|
%
|
|
42
|
%
|
|||
Expected life (years)
|
7.0
|
|
|
7.0
|
|
|
7.0
|
|
|||
Grant fair value (per option)
|
$
|
7.05
|
|
|
$
|
6.55
|
|
|
$
|
5.48
|
|
Exercise price
|
$
|
23.28
|
|
|
$
|
21.92
|
|
|
$
|
18.78
|
|
Shares granted
|
621,000
|
|
|
480,250
|
|
|
575,000
|
|
|
August 22,
2012
|
||
|
($ in millions)
|
||
Total current assets
|
$
|
128.1
|
|
Property, plant and equipment
|
25.1
|
|
|
Deferred taxes
|
1.6
|
|
|
Intangible assets
|
139.3
|
|
|
Total assets acquired
|
294.1
|
|
|
Total current liabilities
|
64.2
|
|
|
Other liabilities
|
10.4
|
|
|
Total liabilities assumed
|
74.6
|
|
|
Net identifiable assets acquired
|
219.5
|
|
|
Goodwill
|
119.7
|
|
|
Fair value of net assets acquired
|
$
|
339.2
|
|
Supplemental Data
|
|
||
Cash paid
|
$
|
336.6
|
|
Olin trade accounts receivable from KA Steel
|
2.6
|
|
|
Total fair value of consideration
|
$
|
339.2
|
|
|
Years Ended December 31,
|
||||||
|
2012
|
|
2011
|
||||
|
($ in millions, except per share data)
|
||||||
Sales
|
$
|
2,462.6
|
|
|
$
|
2,351.5
|
|
Net income
|
160.1
|
|
|
240.0
|
|
||
Net income per common share:
|
|
|
|
||||
Basic
|
$
|
2.00
|
|
|
$
|
3.00
|
|
Diluted
|
$
|
1.98
|
|
|
$
|
2.97
|
|
•
|
Additional amortization expense related to the fair value of acquired identifiable intangible assets (
$8.0 million
and
$12.4 million
for the years ended December 31,
2012
and
2011
, respectively).
|
•
|
Additional depreciation expense related to the fair value adjustment to property, plant and equipment and conforming KA Steel’s useful lives to ours (
$0.2 million
and
$0.3 million
for the years ended December 31,
2012
and
2011
, respectively).
|
•
|
Increase in interest expense related to the 2022 Notes issued in conjunction with this acquisition (
$7.1 million
and
$11.0 million
for the years ended December 31,
2012
and
2011
, respectively).
|
•
|
Elimination of intersegment sales of caustic soda and bleach between KA Steel and Chlor Alkali Products at prices that approximate market (
$23.2 million
and
$45.2 million
for the years ended December 31,
2012
and
2011
, respectively).
|
•
|
Elimination of transaction costs incurred in 2012 that are directly related to the transaction, and do not have a continuing impact on our combined operating results (
$8.3 million
for the year ended December 31, 2012).
|
|
February 28,
2011
|
||
|
($ in millions)
|
||
Total current assets
|
$
|
37.6
|
|
Property, plant and equipment
|
87.4
|
|
|
Deferred income taxes
|
0.4
|
|
|
Other assets
|
5.8
|
|
|
Total assets acquired
|
131.2
|
|
|
Total current liabilities
|
42.7
|
|
|
Long-term debt
|
75.1
|
|
|
Other liabilities
|
27.6
|
|
|
Total liabilities assumed
|
145.4
|
|
|
Less: Investment in SunBelt
|
(0.8
|
)
|
|
Net liabilities assumed
|
(13.4
|
)
|
|
Liabilities for uncertainties
|
48.3
|
|
|
Gain on remeasurement of investment in SunBelt
|
(181.4
|
)
|
|
Goodwill
|
327.1
|
|
|
Fair value of total consideration
|
$
|
180.6
|
|
|
Year Ended December 31,
|
||
|
2011
|
||
|
($ in millions, except per share data)
|
||
Sales
|
$
|
1,987.4
|
|
Net income
|
140.6
|
|
|
Net income per common share:
|
|
||
Basic
|
$
|
1.76
|
|
Diluted
|
$
|
1.74
|
|
•
|
Elimination of the pretax gain resulting from the remeasurement of our previously held
50%
equity interest in SunBelt, which is considered non-recurring (
$181.4 million
for the year ended December 31, 2011).
|
•
|
Additional amortization expense related to the fair value of acquired identifiable intangible assets (
$0.1 million
for the year ended December 31, 2011).
|
•
|
Reduction of depreciation expense related to the fair value adjustment to property, plant and equipment (
$1.0 million
for the year ended December 31, 2011).
|
•
|
Reduction in interest expense as a result of increasing the carrying value of acquired debt obligations to its estimated fair value (
$0.1 million
for the year ended December 31, 2011).
|
•
|
Additional accretion expense for the earn out liability that was recorded as a result of the acquisition (
$0.4 million
for the year ended December 31, 2011).
|
•
|
Elimination of transaction costs incurred in 2011 that are directly related to the transaction, and do not have a continuing impact on our combined operating results (
$0.8 million
for the year ended December 31, 2011).
|
|
Employee severance and job related benefits
|
|
Pension and other postretirement benefits curtailment
|
|
Lease and other contract termination costs
|
|
Employee relocation costs
|
|
Facility exit costs
|
|
Total
|
||||||||||||
|
|
|
($ in millions)
|
||||||||||||||||||||
Balance January 1, 2011
|
$
|
6.0
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.0
|
|
2011 restructuring charges
|
6.4
|
|
|
1.1
|
|
|
—
|
|
|
2.2
|
|
|
1.0
|
|
|
10.7
|
|
||||||
Amounts utilized
|
(1.1
|
)
|
|
(1.1
|
)
|
|
(0.2
|
)
|
|
(2.2
|
)
|
|
(1.0
|
)
|
|
(5.6
|
)
|
||||||
Balance at December 31, 2011
|
11.3
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
12.1
|
|
||||||
2012 restructuring charges
|
4.1
|
|
|
—
|
|
|
0.1
|
|
|
2.2
|
|
|
2.1
|
|
|
8.5
|
|
||||||
Amounts utilized
|
(1.9
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(2.2
|
)
|
|
(2.1
|
)
|
|
(6.7
|
)
|
||||||
Balance at December 31, 2012
|
13.5
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
||||||
2013 restructuring charges (credits)
|
0.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
0.6
|
|
|
4.9
|
|
|
5.5
|
|
||||||
Amounts utilized
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
(4.9
|
)
|
|
(9.2
|
)
|
||||||
Balance at December 31, 2013
|
$
|
10.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.2
|
|
|
|
Chlor Alkali Products
|
|
Winchester
|
|
Total
|
||||||
|
|
($ in millions)
|
||||||||||
Write-off of equipment and facility
|
|
$
|
17.5
|
|
|
$
|
—
|
|
|
$
|
17.5
|
|
Employee severance and job related benefits
|
|
4.7
|
|
|
12.2
|
|
|
16.9
|
|
|||
Facility exit costs
|
|
13.2
|
|
|
1.4
|
|
|
14.6
|
|
|||
Pension and other postretirement benefits curtailment
|
|
—
|
|
|
4.1
|
|
|
4.1
|
|
|||
Employee relocation costs
|
|
0.7
|
|
|
4.4
|
|
|
5.1
|
|
|||
Lease and other contract termination costs
|
|
0.7
|
|
|
—
|
|
|
0.7
|
|
|||
Total cumulative restructuring charges
|
|
$
|
36.8
|
|
|
$
|
22.1
|
|
|
$
|
58.9
|
|
|
Years ended December 31,
|
||||||||||
Computation of Income per Share
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In millions, except per share data)
|
||||||||||
Net income
|
$
|
178.6
|
|
|
$
|
149.6
|
|
|
$
|
241.7
|
|
Basic shares
|
79.9
|
|
|
80.1
|
|
|
80.0
|
|
|||
Basic net income per share
|
$
|
2.24
|
|
|
$
|
1.87
|
|
|
$
|
3.02
|
|
Diluted shares:
|
|
|
|
|
|
||||||
Basic shares
|
79.9
|
|
|
80.1
|
|
|
80.0
|
|
|||
Stock-based compensation
|
1.0
|
|
|
0.9
|
|
|
0.8
|
|
|||
Diluted shares
|
80.9
|
|
|
81.0
|
|
|
80.8
|
|
|||
Diluted net income per share
|
$
|
2.21
|
|
|
$
|
1.85
|
|
|
$
|
2.99
|
|
|
December 31,
|
|
|
||||||
|
2013
|
|
2012
|
|
|
||||
|
($ in millions)
|
|
|
||||||
Beginning balance
|
$
|
3.6
|
|
|
$
|
3.2
|
|
|
|
Provisions charged
|
—
|
|
|
0.7
|
|
|
|
||
Write-offs, net of recoveries
|
(0.2
|
)
|
|
(0.3
|
)
|
|
|
||
Ending balance
|
$
|
3.4
|
|
|
$
|
3.6
|
|
|
|
|
December 31,
|
|
|
||||||
|
2013
|
|
2012
|
|
|
||||
|
($ in millions)
|
|
|
||||||
Supplies
|
$
|
40.5
|
|
|
$
|
36.4
|
|
|
|
Raw materials
|
76.5
|
|
|
70.5
|
|
|
|
||
Work in process
|
26.4
|
|
|
25.2
|
|
|
|
||
Finished goods
|
115.9
|
|
|
141.0
|
|
|
|
||
|
259.3
|
|
|
273.1
|
|
|
|
||
LIFO reserves
|
(72.8
|
)
|
|
(78.0
|
)
|
|
|
||
Inventories, net
|
$
|
186.5
|
|
|
$
|
195.1
|
|
|
|
|
|
|
December 31,
|
||||||
|
Useful Lives
|
|
2013
|
|
2012
|
||||
|
|
|
($ in millions)
|
||||||
Land and improvements to land
|
10-20 Years
|
|
$
|
156.2
|
|
|
$
|
155.9
|
|
Buildings and building equipment
|
10-30 Years
|
|
205.0
|
|
|
204.3
|
|
||
Machinery and equipment
|
3-15 Years
|
|
1,835.4
|
|
|
1,739.5
|
|
||
Leasehold improvements
|
|
|
2.5
|
|
|
2.5
|
|
||
Construction in progress
|
|
|
47.8
|
|
|
96.1
|
|
||
Property, plant and equipment
|
|
|
2,246.9
|
|
|
2,198.3
|
|
||
Accumulated depreciation
|
|
|
(1,259.1
|
)
|
|
(1,164.0
|
)
|
||
Property, plant and equipment, net
|
|
|
$
|
987.8
|
|
|
$
|
1,034.3
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Bay Gas
|
$
|
21.6
|
|
|
$
|
19.5
|
|
Bleach joint venture
|
—
|
|
|
9.8
|
|
||
Investments in equity affiliates
|
$
|
21.6
|
|
|
$
|
29.3
|
|
|
Years Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
SunBelt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
Bay Gas
|
2.1
|
|
|
2.4
|
|
|
2.4
|
|
|||
Bleach joint venture
|
0.7
|
|
|
0.6
|
|
|
0.9
|
|
|||
Equity earnings of non-consolidated affiliates
|
$
|
2.8
|
|
|
$
|
3.0
|
|
|
$
|
9.6
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
Notes payable:
|
($ in millions)
|
||||||
Variable-rate Go Zone bonds, due 2024 (1.42% and 1.72% at December 31, 2013 and 2012, respectively)
|
$
|
50.0
|
|
|
$
|
50.0
|
|
Variable-rate Recovery Zone bonds, due 2024-2035 (1.42% and 1.72% at December 31, 2013 and 2012, respectively)
|
103.0
|
|
|
103.0
|
|
||
Variable-rate Industrial development and environmental improvement obligations due 2025 (0.22% and 0.26% at December 31, 2013 and 2012, respectively)
|
2.9
|
|
|
2.9
|
|
||
5.5%, due 2022
|
200.0
|
|
|
200.0
|
|
||
6.5%, due 2013
|
—
|
|
|
11.4
|
|
||
6.75%, due 2016 (includes interest rate swaps of $6.1 million and $8.4 million in 2013 and 2012, respectively)
|
131.1
|
|
|
133.4
|
|
||
7.23%, SunBelt Notes due 2013-2017 (includes unamortized fair value premium of $0.8 million and $1.1 million and interest rate swaps of $1.2 million and $1.8 million in 2013 and 2012, respectively)
|
50.7
|
|
|
63.9
|
|
||
8.875%, due 2019 (includes unamortized discount of $0.8 million in 2013 and $0.9 million in 2012)
|
149.2
|
|
|
149.1
|
|
||
Capital lease obligations
|
4.1
|
|
|
—
|
|
||
Total debt
|
691.0
|
|
|
713.7
|
|
||
Amounts due within one year
|
12.6
|
|
|
23.6
|
|
||
Total long-term debt
|
$
|
678.4
|
|
|
$
|
690.1
|
|
Underlying Debt Instrument
|
|
Swap
Amount
|
|
Date of Swap
|
|
December 31, 2013
|
|||
|
|
($ in millions)
|
|
|
|
Olin Pays
Floating Rate:
|
|||
6.75%, due 2016
|
|
$
|
65.0
|
|
|
March 2010
|
|
3.5 - 4.5%
|
(a)
|
6.75%, due 2016
|
|
$
|
60.0
|
|
|
March 2010
|
|
3.5 - 4.5%
|
(a)
|
|
|
|
|
|
|
Olin Receives
Floating Rate:
|
|||
6.75%, due 2016
|
|
$
|
65.0
|
|
|
October 2011
|
|
3.5 - 4.5%
|
(a)
|
6.75%, due 2016
|
|
$
|
60.0
|
|
|
October 2011
|
|
3.5 - 4.5%
|
(a)
|
(a)
|
Actual rate is set in arrears. We project the rate will fall within the range shown.
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||
Change in Benefit Obligation
|
U.S.
|
|
Foreign
|
|
Total
|
|
U.S.
|
|
Foreign
|
|
Total
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
2,070.8
|
|
|
$
|
68.4
|
|
|
$
|
2,139.2
|
|
|
$
|
1,884.9
|
|
|
$
|
64.5
|
|
|
$
|
1,949.4
|
|
Service cost
|
2.8
|
|
|
0.6
|
|
|
3.4
|
|
|
2.8
|
|
|
0.7
|
|
|
3.5
|
|
||||||
Interest cost
|
78.4
|
|
|
2.7
|
|
|
81.1
|
|
|
89.2
|
|
|
2.8
|
|
|
92.0
|
|
||||||
Actuarial (gain) loss
|
(107.7
|
)
|
|
(1.7
|
)
|
|
(109.4
|
)
|
|
220.8
|
|
|
2.3
|
|
|
223.1
|
|
||||||
Benefits paid
|
(127.8
|
)
|
|
(3.5
|
)
|
|
(131.3
|
)
|
|
(126.9
|
)
|
|
(3.3
|
)
|
|
(130.2
|
)
|
||||||
Currency translation adjustments
|
—
|
|
|
(4.3
|
)
|
|
(4.3
|
)
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
||||||
Benefit obligation at end of year
|
$
|
1,916.5
|
|
|
$
|
62.2
|
|
|
$
|
1,978.7
|
|
|
$
|
2,070.8
|
|
|
$
|
68.4
|
|
|
$
|
2,139.2
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||
Change in Plan Assets
|
U.S.
|
|
Foreign
|
|
Total
|
|
U.S.
|
|
Foreign
|
|
Total
|
||||||||||||
Fair value of plans’ assets at beginning of year
|
$
|
1,912.5
|
|
|
$
|
68.5
|
|
|
$
|
1,981.0
|
|
|
$
|
1,842.6
|
|
|
$
|
64.3
|
|
|
$
|
1,906.9
|
|
Actual return on plans’ assets
|
10.7
|
|
|
0.3
|
|
|
11.0
|
|
|
193.0
|
|
|
5.1
|
|
|
198.1
|
|
||||||
Employer contributions
|
3.2
|
|
|
1.2
|
|
|
4.4
|
|
|
3.8
|
|
|
1.0
|
|
|
4.8
|
|
||||||
Benefits paid
|
(127.8
|
)
|
|
(3.5
|
)
|
|
(131.3
|
)
|
|
(126.9
|
)
|
|
(3.3
|
)
|
|
(130.2
|
)
|
||||||
Currency translation adjustments
|
—
|
|
|
(4.4
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
1.4
|
|
|
1.4
|
|
||||||
Fair value of plans’ assets at end of year
|
$
|
1,798.6
|
|
|
$
|
62.1
|
|
|
$
|
1,860.7
|
|
|
$
|
1,912.5
|
|
|
$
|
68.5
|
|
|
$
|
1,981.0
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||
Funded Status
|
U.S.
|
|
Foreign
|
|
Total
|
|
U.S.
|
|
Foreign
|
|
Total
|
||||||||||||
Qualified plans
|
$
|
(57.6
|
)
|
|
$
|
1.7
|
|
|
$
|
(55.9
|
)
|
|
$
|
(93.5
|
)
|
|
$
|
2.1
|
|
|
$
|
(91.4
|
)
|
Non-qualified plans
|
(60.3
|
)
|
|
(1.8
|
)
|
|
(62.1
|
)
|
|
(64.8
|
)
|
|
(2.0
|
)
|
|
(66.8
|
)
|
||||||
Total funded status
|
$
|
(117.9
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
(118.0
|
)
|
|
$
|
(158.3
|
)
|
|
$
|
0.1
|
|
|
$
|
(158.2
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
Total
|
|
U.S.
|
|
Foreign
|
|
Total
|
||||||||||||
Prepaid benefit cost
|
$
|
—
|
|
|
$
|
1.7
|
|
|
$
|
1.7
|
|
|
$
|
—
|
|
|
$
|
2.1
|
|
|
$
|
2.1
|
|
Accrued benefit in current liabilities
|
(14.2
|
)
|
|
(0.1
|
)
|
|
(14.3
|
)
|
|
(6.0
|
)
|
|
(0.1
|
)
|
|
(6.1
|
)
|
||||||
Accrued benefit in noncurrent liabilities
|
(103.7
|
)
|
|
(1.7
|
)
|
|
(105.4
|
)
|
|
(152.3
|
)
|
|
(1.9
|
)
|
|
(154.2
|
)
|
||||||
Accumulated other comprehensive loss
|
540.9
|
|
|
20.7
|
|
|
561.6
|
|
|
557.0
|
|
|
19.9
|
|
|
576.9
|
|
||||||
Net balance sheet impact
|
$
|
423.0
|
|
|
$
|
20.6
|
|
|
$
|
443.6
|
|
|
$
|
398.7
|
|
|
$
|
20.0
|
|
|
$
|
418.7
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Projected benefit obligation
|
$
|
1,978.7
|
|
|
$
|
2,139.2
|
|
Accumulated benefit obligation
|
1,968.9
|
|
|
2,125.8
|
|
||
Fair value of plan assets
|
1,860.7
|
|
|
1,981.0
|
|
|
Years Ended December 31,
|
||||||||||
Components of Net Periodic Benefit Income
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
Service cost
|
$
|
6.2
|
|
|
$
|
6.1
|
|
|
$
|
6.1
|
|
Interest cost
|
81.1
|
|
|
92.0
|
|
|
94.2
|
|
|||
Expected return on plans’ assets
|
(137.5
|
)
|
|
(139.5
|
)
|
|
(139.5
|
)
|
|||
Amortization of prior service cost
|
1.9
|
|
|
2.2
|
|
|
0.8
|
|
|||
Recognized actuarial loss
|
27.8
|
|
|
18.1
|
|
|
14.8
|
|
|||
Curtailments
|
—
|
|
|
—
|
|
|
1.1
|
|
|||
Net periodic benefit income
|
$
|
(20.5
|
)
|
|
$
|
(21.1
|
)
|
|
$
|
(22.5
|
)
|
|
|
|
|
|
|
||||||
Included in Other Comprehensive Loss (Pretax)
|
|
|
|
|
|
||||||
Liability adjustment
|
$
|
14.4
|
|
|
$
|
162.0
|
|
|
$
|
41.8
|
|
Amortization of prior service costs and actuarial losses
|
(29.7
|
)
|
|
(20.3
|
)
|
|
(16.7
|
)
|
|
U.S. Pension Benefits
|
|
Foreign Pension Benefits
|
||||||||||||||
Weighted Average Assumptions
:
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||
Discount rate—periodic benefit cost
|
3.9
|
%
|
|
4.9
|
%
|
|
5.3
|
%
|
|
4.2
|
%
|
|
4.4
|
%
|
|
5.5
|
%
|
Expected return on assets
|
7.75
|
%
|
|
8.0
|
%
|
|
8.25
|
%
|
|
7.75
|
%
|
|
8.0
|
%
|
|
8.0
|
%
|
Rate of compensation increase
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
Discount rate—benefit obligation
|
4.5
|
%
|
|
3.9
|
%
|
|
4.9
|
%
|
|
4.8
|
%
|
|
4.2
|
%
|
|
4.4
|
%
|
|
Percentage of Plan Assets
|
||||
Asset Class
|
2013
|
|
2012
|
||
U.S. equities
|
5
|
%
|
|
6
|
%
|
Non-U.S. equities
|
8
|
%
|
|
7
|
%
|
Fixed income/cash
|
51
|
%
|
|
53
|
%
|
Alternative investments
|
20
|
%
|
|
18
|
%
|
Absolute return strategies
|
16
|
%
|
|
16
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
Asset Class
|
Target Allocation
|
|
Target Range
|
|
U.S. equities
|
6
|
%
|
|
0-14
|
Non-U.S. equities
|
6
|
%
|
|
0-14
|
Fixed income/cash
|
61
|
%
|
|
48-80
|
Alternative investments
|
7
|
%
|
|
0-28
|
Absolute return strategies
|
20
|
%
|
|
10-30
|
Asset Class
|
Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
($ in millions)
|
||||||||||||||
Equity securities
|
|
|
|
|
|
|
|
||||||||
U.S. equities
|
$
|
83.2
|
|
|
$
|
14.8
|
|
|
$
|
—
|
|
|
$
|
98.0
|
|
Non-U.S. equities
|
41.1
|
|
|
112.1
|
|
|
—
|
|
|
153.2
|
|
||||
Fixed income / cash
|
|
|
|
|
|
|
|
||||||||
Cash
|
53.9
|
|
|
—
|
|
|
—
|
|
|
53.9
|
|
||||
Government treasuries
|
—
|
|
|
398.8
|
|
|
4.5
|
|
|
403.3
|
|
||||
Corporate debt instruments
|
0.4
|
|
|
314.4
|
|
|
21.5
|
|
|
336.3
|
|
||||
Asset-backed securities
|
—
|
|
|
152.3
|
|
|
—
|
|
|
152.3
|
|
||||
Alternative investments
|
|
|
|
|
|
|
|
||||||||
Hedge fund of funds
|
—
|
|
|
—
|
|
|
315.9
|
|
|
315.9
|
|
||||
Real estate funds
|
—
|
|
|
—
|
|
|
35.7
|
|
|
35.7
|
|
||||
Private equity funds
|
—
|
|
|
—
|
|
|
17.9
|
|
|
17.9
|
|
||||
Absolute return strategies
|
—
|
|
|
275.5
|
|
|
18.7
|
|
|
294.2
|
|
||||
Total assets
|
$
|
178.6
|
|
|
$
|
1,267.9
|
|
|
$
|
414.2
|
|
|
$
|
1,860.7
|
|
Asset Class
|
Quoted Prices
In Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
|
($ in millions)
|
||||||||||||||
Equity securities
|
|
|
|
|
|
|
|
||||||||
U.S. equities
|
$
|
94.8
|
|
|
$
|
16.9
|
|
|
$
|
—
|
|
|
$
|
111.7
|
|
Non-U.S. equities
|
42.9
|
|
|
105.6
|
|
|
—
|
|
|
148.5
|
|
||||
Fixed income / cash
|
|
|
|
|
|
|
|
||||||||
Cash
|
38.2
|
|
|
—
|
|
|
—
|
|
|
38.2
|
|
||||
Government treasuries
|
—
|
|
|
501.7
|
|
|
5.6
|
|
|
507.3
|
|
||||
Corporate debt instruments
|
1.8
|
|
|
358.0
|
|
|
12.2
|
|
|
372.0
|
|
||||
Asset-backed securities
|
—
|
|
|
141.9
|
|
|
—
|
|
|
141.9
|
|
||||
Alternative investments
|
|
|
|
|
|
|
|
||||||||
Hedge fund of funds
|
—
|
|
|
—
|
|
|
286.9
|
|
|
286.9
|
|
||||
Real estate funds
|
—
|
|
|
—
|
|
|
38.2
|
|
|
38.2
|
|
||||
Private equity funds
|
—
|
|
|
—
|
|
|
18.5
|
|
|
18.5
|
|
||||
Absolute return strategies
|
—
|
|
|
277.0
|
|
|
40.8
|
|
|
317.8
|
|
||||
Total assets
|
$
|
177.7
|
|
|
$
|
1,401.1
|
|
|
$
|
402.2
|
|
|
$
|
1,981.0
|
|
|
December 31,
2012 |
|
Realized
Gain/(Loss)
|
|
Unrealized Gain/(Loss) Relating to Assets Held at Period End
|
|
Purchases, Sales, and Settlements
|
|
Transfers
In/(Out)
|
|
December 31, 2013
|
||||||||||||
|
($ in millions)
|
||||||||||||||||||||||
Fixed income / cash
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government treasuries
|
$
|
5.6
|
|
|
$
|
0.1
|
|
|
$
|
(1.1
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
4.5
|
|
Corporate debt instruments
|
12.2
|
|
|
—
|
|
|
1.3
|
|
|
8.0
|
|
|
—
|
|
|
21.5
|
|
||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Hedge fund of funds
|
286.9
|
|
|
—
|
|
|
29.0
|
|
|
—
|
|
|
—
|
|
|
315.9
|
|
||||||
Real estate funds
|
38.2
|
|
|
1.0
|
|
|
1.9
|
|
|
(5.4
|
)
|
|
—
|
|
|
35.7
|
|
||||||
Private equity funds
|
18.5
|
|
|
0.8
|
|
|
(0.5
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
17.9
|
|
||||||
Absolute return strategies
|
40.8
|
|
|
9.4
|
|
|
(7.0
|
)
|
|
(24.5
|
)
|
|
—
|
|
|
18.7
|
|
||||||
Total level 3 assets
|
$
|
402.2
|
|
|
$
|
11.3
|
|
|
$
|
23.6
|
|
|
$
|
(22.9
|
)
|
|
$
|
—
|
|
|
$
|
414.2
|
|
|
December 31, 2011
|
|
Realized
Gain/(Loss)
|
|
Unrealized Gain/(Loss) Relating to Assets Held at Period End
|
|
Purchases, Sales, and Settlements
|
|
Transfers
In/(Out)
|
|
December 31, 2012
|
||||||||||||
|
($ in millions)
|
||||||||||||||||||||||
Fixed income / cash
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Government treasuries
|
$
|
5.5
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
5.6
|
|
Corporate debt instruments
|
2.9
|
|
|
0.3
|
|
|
0.1
|
|
|
8.9
|
|
|
—
|
|
|
12.2
|
|
||||||
Alternative investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Hedge fund of funds
|
258.3
|
|
|
—
|
|
|
25.6
|
|
|
3.0
|
|
|
—
|
|
|
286.9
|
|
||||||
Real estate funds
|
33.9
|
|
|
0.8
|
|
|
2.4
|
|
|
1.1
|
|
|
—
|
|
|
38.2
|
|
||||||
Private equity funds
|
16.8
|
|
|
—
|
|
|
1.3
|
|
|
0.4
|
|
|
—
|
|
|
18.5
|
|
||||||
Absolute return strategies
|
35.2
|
|
|
—
|
|
|
3.0
|
|
|
2.6
|
|
|
—
|
|
|
40.8
|
|
||||||
Total level 3 assets
|
$
|
352.6
|
|
|
$
|
1.1
|
|
|
$
|
32.9
|
|
|
$
|
15.6
|
|
|
$
|
—
|
|
|
$
|
402.2
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||
Change in Benefit Obligation
|
U.S.
|
|
Foreign
|
|
Total
|
|
U.S.
|
|
Foreign
|
|
Total
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
65.5
|
|
|
$
|
9.5
|
|
|
$
|
75.0
|
|
|
$
|
63.3
|
|
|
$
|
11.6
|
|
|
$
|
74.9
|
|
Service cost
|
1.2
|
|
|
0.1
|
|
|
1.3
|
|
|
1.1
|
|
|
0.1
|
|
|
1.2
|
|
||||||
Interest cost
|
2.2
|
|
|
0.4
|
|
|
2.6
|
|
|
2.7
|
|
|
0.4
|
|
|
3.1
|
|
||||||
Actuarial (gain) loss
|
(1.5
|
)
|
|
(0.4
|
)
|
|
(1.9
|
)
|
|
7.4
|
|
|
(2.5
|
)
|
|
4.9
|
|
||||||
Benefits paid
|
(8.4
|
)
|
|
(0.4
|
)
|
|
(8.8
|
)
|
|
(9.0
|
)
|
|
(0.4
|
)
|
|
(9.4
|
)
|
||||||
Currency translation adjustments
|
—
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
||||||
Benefit obligation at end of year
|
$
|
59.0
|
|
|
$
|
8.6
|
|
|
$
|
67.6
|
|
|
$
|
65.5
|
|
|
$
|
9.5
|
|
|
$
|
75.0
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
Total
|
|
U.S.
|
|
Foreign
|
|
Total
|
||||||||||||
Funded status
|
$
|
(59.0
|
)
|
|
$
|
(8.6
|
)
|
|
$
|
(67.6
|
)
|
|
$
|
(65.5
|
)
|
|
$
|
(9.5
|
)
|
|
$
|
(75.0
|
)
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
($ in millions)
|
|
($ in millions)
|
||||||||||||||||||||
|
U.S.
|
|
Foreign
|
|
Total
|
|
U.S.
|
|
Foreign
|
|
Total
|
||||||||||||
Accrued benefit in current liabilities
|
$
|
(5.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
(5.8
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(6.1
|
)
|
Accrued benefit in noncurrent liabilities
|
(53.6
|
)
|
|
(8.3
|
)
|
|
(61.9
|
)
|
|
(59.7
|
)
|
|
(9.2
|
)
|
|
(68.9
|
)
|
||||||
Accumulated other comprehensive loss
|
34.1
|
|
|
(1.2
|
)
|
|
32.9
|
|
|
39.2
|
|
|
(0.8
|
)
|
|
38.4
|
|
||||||
Net balance sheet impact
|
$
|
(24.9
|
)
|
|
$
|
(9.8
|
)
|
|
$
|
(34.7
|
)
|
|
$
|
(26.3
|
)
|
|
$
|
(10.3
|
)
|
|
$
|
(36.6
|
)
|
|
Years Ended December 31,
|
||||||||||
Components of Net Periodic Benefit Cost
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
Service cost
|
$
|
1.3
|
|
|
$
|
1.2
|
|
|
$
|
1.3
|
|
Interest cost
|
2.6
|
|
|
3.1
|
|
|
3.5
|
|
|||
Amortization of prior service cost
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Recognized actuarial loss
|
3.7
|
|
|
3.2
|
|
|
3.2
|
|
|||
Net periodic benefit cost
|
$
|
7.5
|
|
|
$
|
7.4
|
|
|
$
|
7.8
|
|
|
|
|
|
|
|
||||||
Included in Other Comprehensive Loss (Pretax)
|
|
|
|
|
|
||||||
Liability adjustment
|
$
|
(1.9
|
)
|
|
$
|
4.8
|
|
|
$
|
5.0
|
|
Amortization of prior service costs and actuarial losses
|
(3.6
|
)
|
|
(3.1
|
)
|
|
(3.0
|
)
|
|
December 31,
|
|||||||
Weighted Average Assumptions
:
|
2013
|
|
2012
|
|
2011
|
|||
Discount rate—periodic benefit cost
|
3.6
|
%
|
|
4.6
|
%
|
|
4.9
|
%
|
Discount rate—benefit obligation
|
4.3
|
%
|
|
3.6
|
%
|
|
4.6
|
%
|
|
December 31,
|
||||
|
2013
|
|
2012
|
||
Healthcare cost trend rate assumed for next year
|
9.0
|
%
|
|
9.0
|
%
|
Rate that the cost trend rate gradually declines to
|
5.0
|
%
|
|
5.0
|
%
|
Year that the rate reaches the ultimate rate
|
2021
|
|
|
2020
|
|
|
One-Percentage
Point Increase
|
|
One-Percentage
Point Decrease
|
||||
|
($ in millions)
|
||||||
Effect on total of service and interest costs
|
$
|
0.2
|
|
|
$
|
(0.2
|
)
|
Effect on postretirement benefit obligation
|
3.4
|
|
|
(2.9
|
)
|
|
Years ended December 31,
|
||||||||||
Components of Income Before Taxes
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
Domestic
|
$
|
222.2
|
|
|
$
|
189.9
|
|
|
$
|
360.3
|
|
Foreign
|
27.8
|
|
|
35.3
|
|
|
19.1
|
|
|||
Income before taxes
|
$
|
250.0
|
|
|
$
|
225.2
|
|
|
$
|
379.4
|
|
Components of Income Tax Provision
|
|
|
|
|
|
||||||
Current expense:
|
|
|
|
|
|
||||||
Federal
|
$
|
42.1
|
|
|
$
|
16.9
|
|
|
$
|
36.4
|
|
State
|
9.4
|
|
|
4.3
|
|
|
5.7
|
|
|||
Foreign
|
8.5
|
|
|
10.4
|
|
|
5.5
|
|
|||
|
60.0
|
|
|
31.6
|
|
|
47.6
|
|
|||
Deferred
|
11.4
|
|
|
44.0
|
|
|
90.1
|
|
|||
Income tax provision
|
$
|
71.4
|
|
|
$
|
75.6
|
|
|
$
|
137.7
|
|
|
Years ended December 31,
|
|||||||
Effective Tax Rate Reconciliation (Percent)
|
2013
|
|
2012
|
|
2011
|
|||
Statutory federal tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign rate differential
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Domestic manufacturing/export tax incentive
|
(1.6
|
)
|
|
(1.0
|
)
|
|
(1.0
|
)
|
Dividends paid to CEOP
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.3
|
)
|
State income taxes, net
|
2.3
|
|
|
1.3
|
|
|
1.1
|
|
Change in tax contingencies
|
(3.8
|
)
|
|
0.5
|
|
|
(1.1
|
)
|
Change in valuation allowance
|
(2.1
|
)
|
|
0.1
|
|
|
0.1
|
|
Return to provision
|
(0.1
|
)
|
|
—
|
|
|
0.5
|
|
Remeasurement of deferred taxes
|
0.1
|
|
|
0.7
|
|
|
(1.3
|
)
|
Research tax credit
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
Section 45O tax credit
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
Australia dividend residual tax expense
|
—
|
|
|
0.3
|
|
|
—
|
|
Incremental tax effect of SunBelt remeasurement
|
—
|
|
|
—
|
|
|
3.3
|
|
Other, net
|
—
|
|
|
0.2
|
|
|
0.1
|
|
Effective tax rate
|
28.6
|
%
|
|
33.6
|
%
|
|
36.3
|
%
|
|
December 31,
|
||||||
Components of Deferred Tax Assets and Liabilities
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Deferred tax assets:
|
|
||||||
Pension and postretirement benefits
|
$
|
74.6
|
|
|
$
|
93.3
|
|
Environmental reserves
|
60.2
|
|
|
60.5
|
|
||
Asset retirement obligations
|
25.7
|
|
|
28.6
|
|
||
Accrued liabilities
|
48.2
|
|
|
43.1
|
|
||
Tax credits
|
13.3
|
|
|
10.8
|
|
||
Federal and state net operating losses
|
7.2
|
|
|
6.7
|
|
||
Capital loss carryforward
|
3.0
|
|
|
15.5
|
|
||
Other miscellaneous items
|
10.7
|
|
|
5.3
|
|
||
Total deferred tax assets
|
242.9
|
|
|
263.8
|
|
||
Valuation allowance
|
(13.4
|
)
|
|
(21.1
|
)
|
||
Net deferred tax assets
|
229.5
|
|
|
242.7
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
182.5
|
|
|
178.9
|
|
||
Intangible amortization
|
8.4
|
|
|
8.8
|
|
||
Inventory and prepaids
|
3.1
|
|
|
—
|
|
||
Partnerships
|
93.7
|
|
|
95.0
|
|
||
Total deferred tax liabilities
|
287.7
|
|
|
282.7
|
|
||
Net deferred tax liability
|
$
|
(58.2
|
)
|
|
$
|
(40.0
|
)
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Beginning balance
|
$
|
40.1
|
|
|
$
|
37.9
|
|
Increase for prior year tax positions
|
4.5
|
|
|
3.1
|
|
||
Reductions due to statute of limitations
|
(10.0
|
)
|
|
(0.3
|
)
|
||
Decrease for prior year tax positions
|
(0.1
|
)
|
|
(0.4
|
)
|
||
Increase for current year tax positions
|
—
|
|
|
0.1
|
|
||
Decrease due to tax settlements
|
—
|
|
|
(0.3
|
)
|
||
Ending balance
|
$
|
34.5
|
|
|
$
|
40.1
|
|
|
Tax Years
|
U.S. federal income tax
|
2008; 2010 - 2012
|
U.S. state income tax
|
2006 - 2012
|
Canadian federal income tax
|
2009 - 2012
|
Canadian provincial income tax
|
2008 - 2012
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Accrued compensation and payroll taxes
|
$
|
51.1
|
|
|
$
|
49.6
|
|
Accrued employee benefits
|
35.3
|
|
|
28.3
|
|
||
Environmental (current portion only)
|
18.0
|
|
|
21.0
|
|
||
Legal and professional costs
|
23.4
|
|
|
21.8
|
|
||
Asset retirement obligation (current portion only)
|
13.5
|
|
|
21.3
|
|
||
Earn out
|
26.7
|
|
|
23.2
|
|
||
Other
|
76.5
|
|
|
63.3
|
|
||
Accrued liabilities
|
$
|
244.5
|
|
|
$
|
228.5
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
Stock-based compensation
|
$
|
13.3
|
|
|
$
|
8.4
|
|
|
$
|
8.8
|
|
Mark-to-market adjustments
|
4.2
|
|
|
0.9
|
|
|
(0.5
|
)
|
|||
Total expense
|
$
|
17.5
|
|
|
$
|
9.3
|
|
|
$
|
8.3
|
|
Range of
Exercise Prices
|
|
Options
Exercisable
|
|
Weighted Average
Exercise Price
|
|
Options
Outstanding
|
|
Weighted Average
Exercise Price
|
||||||
Under $16.00
|
|
1,039,677
|
|
|
$
|
15.04
|
|
|
1,039,677
|
|
|
$
|
15.04
|
|
$16.00 – $20.00
|
|
751,391
|
|
|
$
|
17.85
|
|
|
932,041
|
|
|
$
|
18.03
|
|
Over $20.00
|
|
1,220,634
|
|
|
$
|
21.34
|
|
|
2,143,104
|
|
|
$
|
21.98
|
|
|
|
3,011,702
|
|
|
|
|
4,114,822
|
|
|
|
|
Number of Shares
|
||||
Stock Option Plans
|
Reserved for Issuance
|
|
Available for
Grant or Purchase
(1)
|
||
2000 long term incentive plan
|
420,406
|
|
|
11,413
|
|
2003 long term incentive plan
|
794,607
|
|
|
28,673
|
|
2006 long term incentive plan
|
1,814,133
|
|
|
217,733
|
|
2009 long term incentive plan
|
2,971,473
|
|
|
950,480
|
|
|
6,000,619
|
|
|
1,208,299
|
|
1996 stock option plan (plan expired)
|
34,602
|
|
|
—
|
|
Total under stock option plans
|
6,035,221
|
|
|
1,208,299
|
|
|
Number of Shares
|
||||
Stock Purchase Plans
|
Reserved for Issuance
|
|
Available for
Grant or Purchase
|
||
1997 stock plan for non-employee directors
|
590,043
|
|
|
173,766
|
|
Employee deferral plan
|
46,110
|
|
|
45,629
|
|
Total under stock purchase plans
|
636,153
|
|
|
219,395
|
|
(1)
|
All available to be issued as stock options, but includes a sub-limit for all types of stock awards of
1,208,299
shares.
|
|
To Settle in Cash
|
|
To Settle in Shares
|
||||||||||
|
Shares
|
|
Weighted Average Fair Value per Share
|
|
Shares
|
|
Weighted Average
Fair Value per Share
|
||||||
Outstanding at January 1, 2013
|
245,167
|
|
|
$
|
21.45
|
|
|
242,250
|
|
|
$
|
19.22
|
|
Granted
|
150,222
|
|
|
22.71
|
|
|
149,250
|
|
|
21.40
|
|
||
Paid/Issued
|
(99,889
|
)
|
|
21.45
|
|
|
(96,000
|
)
|
|
15.68
|
|
||
Converted from shares to cash
|
3,611
|
|
|
20.26
|
|
|
(3,611
|
)
|
|
20.26
|
|
||
Canceled
|
(2,889
|
)
|
|
22.19
|
|
|
(2,889
|
)
|
|
21.99
|
|
||
Outstanding at December 31, 2013
|
296,222
|
|
|
$
|
28.90
|
|
|
289,000
|
|
|
$
|
21.48
|
|
Total vested at December 31, 2013
|
194,056
|
|
|
$
|
28.90
|
|
|
186,833
|
|
|
$
|
20.75
|
|
|
Shares
|
|
Weighted Average
Fair Value per Share
|
|||
Unvested at January 1, 2013
|
91,750
|
|
|
$
|
21.45
|
|
Granted
|
150,222
|
|
|
22.96
|
|
|
Vested
|
(136,917
|
)
|
|
28.90
|
|
|
Canceled
|
(2,889
|
)
|
|
22.19
|
|
|
Unvested at December 31, 2013
|
102,166
|
|
|
$
|
28.90
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Unrealized
Gains (Losses)
on Derivative
Contracts
(net of taxes)
|
|
Pension and
Postretirement
Benefits
(net of taxes)
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||
|
($ in millions)
|
||||||||||||||
Balance at January 1, 2011
|
$
|
0.4
|
|
|
$
|
11.6
|
|
|
$
|
(273.8
|
)
|
|
$
|
(261.8
|
)
|
Unrealized gains (losses)
|
1.4
|
|
|
(10.6
|
)
|
|
(29.0
|
)
|
|
(38.2
|
)
|
||||
Reclassification adjustments into income
|
—
|
|
|
(6.3
|
)
|
|
12.1
|
|
|
5.8
|
|
||||
Balance at December 31, 2011
|
1.8
|
|
|
(5.3
|
)
|
|
(290.7
|
)
|
|
(294.2
|
)
|
||||
Unrealized gains (losses)
|
0.3
|
|
|
6.0
|
|
|
(101.9
|
)
|
|
(95.6
|
)
|
||||
Reclassification adjustments into income
|
—
|
|
|
4.0
|
|
|
14.5
|
|
|
18.5
|
|
||||
Balance at December 31, 2012
|
2.1
|
|
|
4.7
|
|
|
(378.1
|
)
|
|
(371.3
|
)
|
||||
Unrealized losses
|
(2.6
|
)
|
|
(4.7
|
)
|
|
(7.7
|
)
|
|
(15.0
|
)
|
||||
Reclassification adjustments into income
|
—
|
|
|
0.9
|
|
|
20.3
|
|
|
21.2
|
|
||||
Balance at December 31, 2013
|
$
|
(0.5
|
)
|
|
$
|
0.9
|
|
|
$
|
(365.5
|
)
|
|
$
|
(365.1
|
)
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Sales:
|
($ in millions)
|
||||||||||
Chlor Alkali Products
|
$
|
1,412.3
|
|
|
$
|
1,428.9
|
|
|
$
|
1,389.1
|
|
Chemical Distribution
|
406.4
|
|
|
156.3
|
|
|
—
|
|
|||
Winchester
|
777.6
|
|
|
617.6
|
|
|
572.0
|
|
|||
Intersegment sales elimination
|
(81.3
|
)
|
|
(18.1
|
)
|
|
—
|
|
|||
Total sales
|
$
|
2,515.0
|
|
|
$
|
2,184.7
|
|
|
$
|
1,961.1
|
|
Income before taxes:
|
|
|
|
|
|
||||||
Chlor Alkali Products
|
$
|
203.8
|
|
|
$
|
263.2
|
|
|
$
|
245.0
|
|
Chemical Distribution
|
9.7
|
|
|
4.5
|
|
|
—
|
|
|||
Winchester
|
143.2
|
|
|
55.2
|
|
|
37.9
|
|
|||
Corporate/Other
|
(62.6
|
)
|
|
(51.8
|
)
|
|
(46.7
|
)
|
|||
Restructuring charges
|
(5.5
|
)
|
|
(8.5
|
)
|
|
(10.7
|
)
|
|||
Acquisition costs
|
—
|
|
|
(8.3
|
)
|
|
(0.8
|
)
|
|||
Other operating income
|
0.7
|
|
|
7.6
|
|
|
8.8
|
|
|||
Interest expense
|
(38.6
|
)
|
|
(26.4
|
)
|
|
(30.4
|
)
|
|||
Interest income
|
0.6
|
|
|
1.0
|
|
|
1.2
|
|
|||
Other (expense) income
|
(1.3
|
)
|
|
(11.3
|
)
|
|
175.1
|
|
|||
Income before taxes
|
$
|
250.0
|
|
|
$
|
225.2
|
|
|
$
|
379.4
|
|
Earnings of non-consolidated affiliates:
|
|
|
|
|
|
||||||
Chlor Alkali Products
|
$
|
2.8
|
|
|
$
|
3.0
|
|
|
$
|
9.6
|
|
Depreciation and amortization expense:
|
|
|
|
|
|
||||||
Chlor Alkali Products
|
$
|
102.1
|
|
|
$
|
88.9
|
|
|
$
|
85.6
|
|
Chemical Distribution
|
15.4
|
|
|
5.5
|
|
|
—
|
|
|||
Winchester
|
14.9
|
|
|
13.6
|
|
|
10.9
|
|
|||
Corporate/Other
|
2.9
|
|
|
2.9
|
|
|
2.8
|
|
|||
Total depreciation and amortization expense
|
$
|
135.3
|
|
|
$
|
110.9
|
|
|
$
|
99.3
|
|
Capital spending:
|
|
|
|
|
|
||||||
Chlor Alkali Products
|
$
|
65.5
|
|
|
$
|
221.3
|
|
|
$
|
134.2
|
|
Chemical Distribution
|
2.5
|
|
|
0.8
|
|
|
—
|
|
|||
Winchester
|
21.2
|
|
|
32.1
|
|
|
63.9
|
|
|||
Corporate/Other
|
1.6
|
|
|
1.5
|
|
|
2.8
|
|
|||
Total capital spending
|
$
|
90.8
|
|
|
$
|
255.7
|
|
|
$
|
200.9
|
|
|
December 31,
|
|
|
||||||
|
2013
|
|
2012
|
|
|
||||
Assets:
|
($ in millions)
|
|
|
||||||
Chlor Alkali Products
|
$
|
1,695.8
|
|
|
$
|
1,781.8
|
|
|
|
Chemical Distribution
|
335.3
|
|
|
379.7
|
|
|
|
||
Winchester
|
339.2
|
|
|
340.7
|
|
|
|
||
Corporate/Other
|
432.5
|
|
|
275.5
|
|
|
|
||
Total assets
|
$
|
2,802.8
|
|
|
$
|
2,777.7
|
|
|
|
|
|
|
|
|
|
||||
Investments—affiliated companies (at equity):
|
|
|
|
|
|
||||
Chlor Alkali Products
|
$
|
21.6
|
|
|
$
|
29.3
|
|
|
|
|
Years ended December 31,
|
||||||||||
Geographic Data
:
|
2013
|
|
2012
|
|
2011
|
||||||
Sales:
|
($ in millions)
|
||||||||||
United States
|
$
|
2,316.2
|
|
|
$
|
1,970.5
|
|
|
$
|
1,774.0
|
|
Foreign
|
198.8
|
|
|
214.2
|
|
|
187.1
|
|
|||
Transfers between areas:
|
|
|
|
|
|
||||||
United States
|
53.4
|
|
|
53.5
|
|
|
50.0
|
|
|||
Foreign
|
109.0
|
|
|
85.5
|
|
|
95.3
|
|
|||
Eliminations
|
(162.4
|
)
|
|
(139.0
|
)
|
|
(145.3
|
)
|
|||
Total sales
|
$
|
2,515.0
|
|
|
$
|
2,184.7
|
|
|
$
|
1,961.1
|
|
|
December 31,
|
|
|
||||||
|
2013
|
|
2012
|
|
|
||||
|
($ in millions)
|
|
|
||||||
Beginning balance
|
$
|
146.5
|
|
|
$
|
163.3
|
|
|
|
Charges to income
|
11.5
|
|
|
8.4
|
|
|
|
||
Remedial and investigatory spending
|
(12.4
|
)
|
|
(25.5
|
)
|
|
|
||
Currency translation adjustments
|
(1.0
|
)
|
|
0.3
|
|
|
|
||
Ending balance
|
$
|
144.6
|
|
|
$
|
146.5
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
($ in millions)
|
||||||||||
Charges to income
|
$
|
11.5
|
|
|
$
|
8.4
|
|
|
$
|
19.3
|
|
Recoveries from third parties of costs incurred and expensed in prior periods
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(11.4
|
)
|
|||
Total environmental expense
|
$
|
10.2
|
|
|
$
|
8.3
|
|
|
$
|
7.9
|
|
|
Operating Leases
|
|
Purchase Commitments
|
||||
|
($ in millions)
|
||||||
2014
|
$
|
52.8
|
|
|
$
|
79.5
|
|
2015
|
44.7
|
|
|
20.9
|
|
||
2016
|
39.0
|
|
|
2.9
|
|
||
2017
|
31.1
|
|
|
—
|
|
||
2018
|
25.0
|
|
|
—
|
|
||
Thereafter
|
44.4
|
|
|
—
|
|
||
Total commitments
|
$
|
237.0
|
|
|
$
|
103.3
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
|
|
|
|
December 31,
|
|
|
|
December 31,
|
||||||||||||
Derivatives Designated
as Hedging Instruments
|
|
Balance Sheet Location
|
|
2013
|
|
2012
|
|
Balance Sheet Location
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
($ in millions)
|
|
|
|
($ in millions)
|
||||||||||||
Interest rate contracts
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Long-term debt
|
|
$
|
7.3
|
|
|
$
|
10.2
|
|
Commodity contracts – gains
|
|
Other current assets
|
|
3.6
|
|
|
9.6
|
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
||||
Commodity contracts – losses
|
|
Other current assets
|
|
(2.4
|
)
|
|
(2.1
|
)
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
$
|
1.2
|
|
|
$
|
7.5
|
|
|
|
|
$
|
7.3
|
|
|
$
|
10.2
|
|
Derivatives Not Designated
as Hedging Instruments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts – gains
|
|
Other assets
|
|
$
|
7.6
|
|
|
$
|
11.9
|
|
|
Other liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate contracts – losses
|
|
Other assets
|
|
(1.7
|
)
|
|
(3.6
|
)
|
|
Other liabilities
|
|
—
|
|
|
—
|
|
||||
Commodity contracts – gains
|
|
Other current assets
|
|
0.2
|
|
|
0.1
|
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
||||
Commodity contracts – losses
|
|
Other current assets
|
|
(0.1
|
)
|
|
—
|
|
|
Accrued liabilities
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
$
|
6.0
|
|
|
$
|
8.4
|
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total derivatives
(1)
|
|
|
|
$
|
7.2
|
|
|
$
|
15.9
|
|
|
|
|
$
|
7.3
|
|
|
$
|
10.2
|
|
(1)
|
Does not include the impact of cash collateral received from or provided to counterparties.
|
|
|
|
Amount of Gain (Loss)
|
||||||||||
|
|
|
Years Ended December 31,
|
||||||||||
|
Location of Gain (Loss)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Derivatives – Cash Flow Hedges
|
|
|
($ in millions)
|
||||||||||
Recognized in other comprehensive loss (effective portion)
|
———
|
|
$
|
(7.7
|
)
|
|
$
|
9.9
|
|
|
$
|
(17.3
|
)
|
Reclassified from accumulated other comprehensive loss into income (effective portion)
|
Cost of goods sold
|
|
$
|
(1.4
|
)
|
|
$
|
(6.5
|
)
|
|
$
|
10.3
|
|
Derivatives – Fair Value Hedges
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
Interest expense
|
|
$
|
2.9
|
|
|
$
|
3.3
|
|
|
$
|
6.7
|
|
Derivatives Not Designated as Hedging Instruments
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
Interest expense
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.5
|
|
Commodity contracts
|
Cost of goods sold
|
|
0.4
|
|
|
(2.1
|
)
|
|
(2.2
|
)
|
|||
|
|
|
$
|
0.4
|
|
|
$
|
(2.0
|
)
|
|
$
|
(1.7
|
)
|
Balance at December 31, 2013
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Total
|
||||||||
Assets
|
($ in millions)
|
||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
5.9
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
Commodity forward contracts
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
||||
Earn out
|
—
|
|
|
—
|
|
|
26.7
|
|
|
26.7
|
|
||||
Balance at December 31, 2012
|
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
8.3
|
|
|
$
|
—
|
|
|
$
|
8.3
|
|
Commodity forward contracts
|
0.1
|
|
|
7.5
|
|
|
—
|
|
|
7.6
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
10.2
|
|
|
—
|
|
|
10.2
|
|
||||
Earn out
|
—
|
|
|
—
|
|
|
42.0
|
|
|
42.0
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
($ in millions)
|
||||||
Beginning balance
|
$
|
42.0
|
|
|
$
|
49.0
|
|
Settlements
|
(23.2
|
)
|
|
(18.5
|
)
|
||
Unrealized losses included in other (expense) income
|
7.9
|
|
|
11.5
|
|
||
Ending balance
|
$
|
26.7
|
|
|
$
|
42.0
|
|
|
Fair Value Measurements
|
|
|
||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Amount recorded
on balance sheets |
||||||||||
|
($ in millions)
|
||||||||||||||||||
Balance at December 31, 2013
|
$
|
—
|
|
|
$
|
561.4
|
|
|
$
|
153.0
|
|
|
$
|
714.4
|
|
|
$
|
691.0
|
|
Balance at December 31, 2012
|
—
|
|
|
605.1
|
|
|
153.0
|
|
|
758.1
|
|
|
713.7
|
|
2013
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Year
|
||||||||||
Sales
|
|
$
|
630.0
|
|
|
$
|
652.2
|
|
|
$
|
670.7
|
|
|
$
|
562.1
|
|
|
$
|
2,515.0
|
|
Cost of goods sold
|
|
504.4
|
|
|
531.1
|
|
|
528.5
|
|
|
469.7
|
|
|
2,033.7
|
|
|||||
Net income
|
|
40.5
|
|
|
43.7
|
|
|
69.7
|
|
|
24.7
|
|
|
178.6
|
|
|||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.50
|
|
|
0.54
|
|
|
0.87
|
|
|
0.31
|
|
|
2.24
|
|
|||||
Diluted
|
|
0.50
|
|
|
0.54
|
|
|
0.86
|
|
|
0.31
|
|
|
2.21
|
|
|||||
Common dividends per share
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.80
|
|
|||||
Market price of common stock
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
25.42
|
|
|
26.05
|
|
|
25.17
|
|
|
29.52
|
|
|
29.52
|
|
|||||
Low
|
|
21.29
|
|
|
22.74
|
|
|
22.50
|
|
|
21.79
|
|
|
21.29
|
|
2012
|
|
First
Quarter |
|
Second Quarter
|
|
Third
Quarter |
|
Fourth
Quarter |
|
Year
|
||||||||||
Sales
|
|
$
|
507.2
|
|
|
$
|
508.7
|
|
|
$
|
581.2
|
|
|
$
|
587.6
|
|
|
$
|
2,184.7
|
|
Cost of goods sold
|
|
392.9
|
|
|
391.4
|
|
|
475.8
|
|
|
487.9
|
|
|
1,748.0
|
|
|||||
Net income
|
|
38.7
|
|
|
47.6
|
|
|
28.7
|
|
|
34.6
|
|
|
149.6
|
|
|||||
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
0.48
|
|
|
0.59
|
|
|
0.36
|
|
|
0.43
|
|
|
1.87
|
|
|||||
Diluted
|
|
0.48
|
|
|
0.59
|
|
|
0.35
|
|
|
0.43
|
|
|
1.85
|
|
|||||
Common dividends per share
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.20
|
|
|
0.80
|
|
|||||
Market price of common stock
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
23.46
|
|
|
22.24
|
|
|
23.48
|
|
|
22.32
|
|
|
23.48
|
|
|||||
Low
|
|
19.75
|
|
|
18.40
|
|
|
19.34
|
|
|
19.50
|
|
|
18.40
|
|
(1)
|
NYSE composite transactions.
|
Exhibit No.
|
Description
|
|
|
10(l)
|
Form of executive change in control agreement between Olin and Ms. Ennico and Messrs. Chirumbole, Greer, O’Keefe and Slater dated January 29, 2014
|
|
|
10(m)
|
Amended and Restated 1997 Stock Plan for Non-employee Directors as amended and restated effective December 12, 2013
|
|
|
10(r)
|
Olin Corporation 2000 Long Term Incentive Plan as amended and restated effective January 24, 2014
|
|
|
10(s)
|
Olin Corporation 2003 Long Term Incentive Plan as amended and restated effective January 24, 2014
|
|
|
10(t)
|
Olin Corporation 2006 Long Term Incentive Plan as amended and restated effective January 24, 2014
|
|
|
10(u)
|
Olin Corporation 2009 Long Term Incentive Plan as amended and restated effective January 24, 2014
|
|
|
11
|
Computation of Per Share Earnings (included in the Note–“Earnings Per Share” to Notes to Consolidated Financial Statements in Item 8)
|
|
|
12
|
Computation of Ratio of Earnings to Fixed Charges (Unaudited)
|
|
|
21
|
List of Subsidiaries
|
|
|
23
|
Consent of KPMG LLP
|
|
|
31.1
|
Section 302 Certification Statement of Chief Executive Officer
|
|
|
31.2
|
Section 302 Certification Statement of Chief Financial Officer
|
|
|
32
|
Section 906 Certification Statement of Chief Executive Officer and Chief Financial Officer
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
OLIN CORPORATION
|
||
|
By:
|
/s/ Joseph D. Rupp
|
|
|
|
Joseph D. Rupp
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JOSEPH D. RUPP
Joseph D. Rupp
|
|
Chairman, President and Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 24, 2014
|
|
|
|
|
|
/s/ GRAY G. BENOIST
Gray G. Benoist
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ DONALD W. BOGUS
Donald W. Bogus
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ C. ROBERT BUNCH
C. Robert Bunch
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ RANDALL W. LARRIMORE
Randall W. Larrimore
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ JOHN M. B. O’CONNOR
John M. B. O’Connor
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ RICHARD M. ROMPALA
Richard M. Rompala
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ PHILIP J. SCHULZ
Philip J. Schulz
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ VINCENT J. SMITH
Vincent J. Smith
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ JOHN E. FISCHER
John E. Fischer
|
|
Senior Vice President and Chief Financial Officer (Principal Financial Officer)
|
|
February 24, 2014
|
|
|
|
|
|
/s/ TODD A. SLATER
Todd A. Slater
|
|
Vice President, Finance and Controller (Principal Accounting Officer)
|
|
February 24, 2014
|
3
|
|
(a)
|
Olin’s Amended and Restated Articles of Incorporation as amended effective May 2, 2011—Exhibit 3.1 to Olin’s Form 8-K dated May 3, 2011.*
|
|
(b)
|
Bylaws of Olin as amended effective December 9, 2010—Exhibit 3.1 to Olin’s Form 8-K dated December 10, 2010.*
|
|
4
|
|
(a)
|
Indenture between Olin and JPMorgan Chase Bank, N.A. dated as of June 26, 2006—Exhibit 4.1 to Olin’s Form 8-K dated June 26, 2006.*
|
|
(b)
|
6.75% Senior Note Due 2016—Exhibit 4.1 to Olin’s Form 8-K dated July 28, 2006.*
|
|
|
(c)
|
First Supplemental Indenture between Olin and JPMorgan Chase Bank, N.A. dated July 28, 2006—Exhibit 4.2 to Olin’s Form 8-K dated July 28, 2006.*
|
|
|
(d)
|
Registration Rights Agreement among Olin, Banc of America Securities LLC, Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC dated July 28, 2006—Exhibit 4.3 to Olin’s Form 8-K dated July 28, 2006.*
|
|
|
(e)
|
Indenture dated as of August 19, 2009, between Olin Corporation and The Bank of New York Mellon Trust Company—Exhibit 4.1 to Olin’s Form 8-K dated August 19, 2009.*
|
|
|
(f)
|
First Supplemental Indenture dated as of August 19, 2009, between Olin Corporation and The Bank of New York Mellon Trust Company—Exhibit 4.2 to Olin’s Form 8-K dated August 19, 2009.*
|
|
|
(g)
|
Form of 8.875% Senior Note due 2019—Exhibit 4.3 to Olin’s Form 8-K dated August 19, 2009.*
|
|
|
(h)
|
Trust Indenture effective October 1, 2010 between The Industrial Development Authority of Washington County and U. S. Bank, National Association, as trustee—Exhibit 4.1 to Olin’s Form 8-K dated October 20, 2010.*
|
|
|
(i)
|
Loan Agreement effective October 1, 2010 between The Industrial Development Authority of Washington County and Olin Corporation—Exhibit 4.2 to Olin’s Form 8-K dated October 20, 2010.*
|
|
|
(j)
|
Bond Purchase Agreement dated October 14, 2010 between The Industrial Development Authority of Washington County, Olin Corporation and PNC Bank National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-K dated October 20, 2010.*
|
|
|
(k)
|
Trust Indenture effective December 1, 2010 between the Mississippi Business Finance Corporation and U. S. Bank, National Association, as trustee—Exhibit 4.1 to Olin’s Form 8-K dated December 10, 2010.*
|
|
|
(l)
|
Loan Agreement effective December 1, 2010 between the Mississippi Business Finance Corporation and Olin Corporation—Exhibit 4.2 to Olin’s Form 8-K dated December 10, 2010.*
|
|
|
(m)
|
Bond Purchase Agreement dated December 9, 2010 between the Mississippi Business Finance Corporation, Olin Corporation and PNC Bank National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-K dated December 10, 2010.*
|
|
|
(n)
|
Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank National Association, as administrative agent; PNC Capital Markets, LLC, as lead arranger; and the Lenders party thereto—Exhibit 4.4 to Olin’s Form 8-K dated December 10, 2010.*
|
|
|
(o)
|
First Amendment dated December 27, 2010 to the Amended and Restated Credit and Funding Agreement dated December 9, 2010 between Olin Corporation, as borrower; PNC Bank National Association, as administrative agent; PNC Capital Markets, LLC, as lead arranger; and the Lenders party thereto—Exhibit 4.4 to Olin’s Form 8-K dated December 29, 2010.*
|
|
|
(p)
|
Trust Indenture effective December 27, 2010 between the Industrial Development Board of the County of Bradley and the City of Cleveland, TN and U. S. Bank, National Association, as trustee—Exhibit 4.1 to Olin’s Form 8-K dated December 29, 2010.*
|
|
|
(q)
|
Loan Agreement effective December 27, 2010 between the Industrial Development Board of the County of Bradley and the City of Cleveland, Tennessee and Olin Corporation—Exhibit 4.2 to Olin’s Form 8-K dated December 29, 2010.*
|
|
|
(r)
|
Bond Purchase Agreement dated December 27, 2010 between the Industrial Development Board of the County of Bradley and the City of Cleveland, Tennessee, Olin Corporation and PNC Bank National Association, as administrative agent—Exhibit 4.3 to Olin’s Form 8-K dated December 29, 2010.*
|
|
|
(s)
|
Forward Purchase Agreement dated April 27, 2012 by and among Olin Corporation, the Lenders (as defined therein), and PNC Bank, National Association, as administrative agent for the Lenders under the Funding Agreement—Exhibit 4.1 to Olin’s Form 8-K dated May 3, 2012.*
|
|
(t)
|
Second Amendment to Amended and Restated Funding and Credit Agreement dated April 27, 2012 among Olin Corporation, the Lenders, and PNC Bank, National Association, as administrative agent for the Lenders—Exhibit 4.2 to Olin’s Form 8-K dated May 3, 2012.*
|
|
|
(u)
|
Second Supplemental Indenture dated as of August 9, 2012 between Olin Corporation, The Bank of New York Mellon Trust Company, N.A. and U. S. Bank National Association—Exhibit 4.1 to Olin’s Form 8-K dated August 9, 2012.*
|
|
|
(v)
|
Third Supplemental Indenture dated as of August 22, 2012 between Olin Corporation and U. S. Bank National Association—Exhibit 4.1 to Olin’s Form 8-K dated August 22, 2012.*
|
|
|
(w)
|
Form of 5.50% Senior Notes due 2022—Exhibit 4.2 to Olin’s Form 8-K dated August 22, 2012.*
|
|
|
|
|
|
|
|
We are party to a number of other instruments defining the rights of holders of long-term debt. No such instrument authorizes an amount of securities in excess of 10% of the total assets of Olin and its subsidiaries on a consolidated basis. Olin agrees to furnish a copy of each instrument to the Commission upon request.
|
|
|
|
|
|
10
|
|
(a)
|
Employee Deferral Plan as amended and restated effective as of January 30, 2003 and as amended effective January 1, 2005—Exhibit 10(b) to Olin’s Form 10-K for 2002 and Exhibit 10(b)(1) to Olin’s Form 10-K for 2005, respectively.*
|
|
(b)
|
Olin Senior Executive Pension Plan amended and restated effective October 24, 2008—Exhibit 10.1 to Olin’s Form 10-Q for the quarter ended September 30, 2008.*
|
|
|
(c)
|
Olin Supplemental Contributing Employee Ownership Plan as amended and restated effective October 24, 2008 and as amended effective February 19, 2009—Exhibit 10.3 to Olin’s Form 10-Q for the quarter ended September 30, 2008 and Exhibit 10.1 to Olin’s Form 10-Q for the quarter ended March 31, 2009, respectively.*
|
|
|
(d)
|
Olin Corporation Key Executive Life Insurance Program—Exhibit 10(e) to Olin’s Form 10-K for 2002.*
|
|
|
(e)
|
Form of executive agreement between Olin and certain executive officers—Exhibit 99.1 to Olin’s Form 8-K dated January 26, 2005.*
|
|
|
(f)
|
Form of amendment to executive agreement between Olin and Messrs. Curley and Fischer dated November 9, 2007—Exhibit 10(g) to Olin’s Form 10-K for 2007.*
|
|
|
(g)
|
Form of amendment to executive agreement between Olin and G. Bruce Greer, Jr. dated November 9, 2007—Exhibit 10(i) to Olin’s Form 10-K for 2007.*
|
|
|
(h)
|
Form of executive agreement between Olin and Messrs. Rupp, McIntosh and Pain dated November 1, 2007—Exhibit 10.1 to Olin’s Form 10-Q for the quarter ended September 30, 2007.*
|
|
|
(i)
|
Form of amendment dated October 25, 2010 to executive agreements with Messrs. Curley, Fischer, Greer, McIntosh, Pain and Rupp—Exhibit 10.1 to Olin’s Form 10-K for 2010.*
|
|
|
(j)
|
Form of executive agreement between Olin Corporation and each of Kenneth A. Steel, Jr. and Robert A. Steel dated July 17, 2012—Exhibit 10.1 to Olin’s Form 10-Q for the quarter ended September 30, 2012.*
|
|
|
(k)
|
Form of executive change in control agreement between Olin and Messrs. Rupp, Curley, Fischer, McIntosh and Pain dated January 29, 2014—Exhibit 10.1 to Olin’s Form 8-K dated January 30, 2014.*
|
|
|
(l)
|
Form of executive change in control agreement between Olin and Ms. Ennico and Messrs. Chirumbole, Greer, O’Keefe and Slater dated January 29, 2014
.
|
|
|
(m)
|
Amended and Restated 1997 Stock Plan for Non-employee Directors as amended and restated effective December 12, 2013.
|
|
|
(n)
|
Amended and Restated Olin Senior Management Incentive Compensation Plan, as amended and restated effective April 22, 2010—Appendix B to Olin’s Proxy Statement dated March 10, 2010.*
|
|
|
(o)
|
Description of Restricted Stock Unit Awards granted under the 2000, 2003, 2006 or 2009 Long Term Incentive Plans—Exhibit 10(p) to Olin’s Form 10-K for 2008.*
|
|
|
(p)
|
1996 Stock Option Plan for Key Employees of Olin Corporation and Subsidiaries as amended as of January 30, 2003—Exhibit 10(l) to Olin’s Form 10-K for 2002.*
|
|
|
(q)
|
Olin Supplementary and Deferral Benefit Pension Plan as amended and restated effective October 24, 2008—Exhibit 10.2 to Olin’s Form 10-Q for the quarter ended September 30, 2008.*
|
|
|
(r)
|
Olin Corporation 2000 Long Term Incentive Plan as amended and restated effective January 24, 2014.
|
|
|
(s)
|
Olin Corporation 2003 Long Term Incentive Plan as amended and restated effective January 24, 2014.
|
|
|
(t)
|
Olin Corporation 2006 Long Term Incentive Plan as amended and restated effective January 24, 2014.
|
|
|
(u)
|
Olin Corporation 2009 Long Term Incentive Plan as amended and restated effective January 24, 2014.
|
|
|
(v)
|
Performance Share Program codified to reflect amendments through December 31, 2010—Exhibit 10.2 to Olin’s Form 10-K for 2010.*
|
OLIN CORPORATION
|
|
EXECUTIVE
|
[Name]
|
Date:
|
|
By:
|
|
•
|
be made in writing and delivered to the Secretary of the Company,
|
•
|
be irrevocable once the year to which the election relates commences,
|
•
|
be made before January 1 of the year in which the shares of Common Stock or director’s fees and retainer are to be earned (or, in the case of an individual who becomes a Non-employee Director during a calendar year, within 30 days of the date of his or her election as a director; notwithstanding the foregoing no amounts earned prior to an election shall be deferred by new participants), and
|
•
|
specify the portions (in 25% increments) to be deferred.
|
•
|
a payment election, if any, shall be made on or before the earlier of:
|
◦
|
the time such individual makes any deferral election under the Plan, or
|
◦
|
the end of the 30 day period following the date an individual first becomes a Non-employee Director.
|
•
|
a payment election may specify a payment date, provided such date is after the Non-employee Director’s Retirement Date.
|
•
|
a payment election may specify the method of payment (lump sum or annual installments (up to 10)).
|
(a)
|
“Affiliate” means any corporation, partnership, joint venture or other entity during any period in which Olin owns, directly or indirectly, at least 50% of the total voting or profits interest.
|
(b)
|
“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share or Dividend Equivalent granted under the Plan.
|
(c)
|
“Award Agreement” means any written agreement or other instrument or document evidencing an Award granted under the Plan. The terms of any plan or guideline adopted by the Board or the Committee and applicable to an Award shall be deemed incorporated in and a part of the related Award Agreement.
|
(d)
|
“Board” means the Board of Directors of Olin, or if applicable following a Change in Control (described in Section 2(f)(iii)), the board of directors (or similar governing body in the case of an entity other than a corporation) of the Parent Entity (as defined in Section 2(f)(iii)) or, if there is no Parent Entity, the Surviving Entity (as defined in Section 2(f)(iii)).
|
(e)
|
“Cash Flow” means consolidated net income of Olin, before the after-tax effect of any special charge or gain or cumulative effect of any change in accounting, plus depreciation and amortization, less capital and investment spending and plus or minus changes in working capital.
|
(f)
|
“Change in Control” means the occurrence of any of the following events:
|
(i)
|
the Incumbent Directors cease for any reason to constitute at least a majority of the Board; or
|
(ii)
|
any Person is or becomes a “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Olin representing 20% or more of the combined voting power of the Olin Voting Securities; provided, however, that the event described in this subsection (ii) shall not be deemed to be a Change in Control if such event results from any of the following: (A) the acquisition of Olin Voting Securities by Olin or any of its subsidiaries, (B) the acquisition of Olin Voting Securities directly from Olin, (C) the acquisition of Olin Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by Olin or any of its subsidiaries, (D) the acquisition of Olin Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, (E) the acquisition of Olin Voting Securities pursuant to a Non-Qualifying Transaction (as defined in Section 2(e)(iii), or (F) the acquisition of Olin Voting Securities by Participant or any Group of Persons including Participant (or any entity controlled by Participant or any Group of Persons including Participant); or
|
(iii)
|
the consummation of a Reorganization or a Sale, unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) Olin (or, if Olin ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of Olin (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Olin Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) with ownership of such Olin Voting Securities (or, if applicable, shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) continuing in substantially the same proportions as the ownership of Olin Voting Securities immediately prior to consummation of such Reorganization or Sale (excluding any outstanding voting securities of the Surviving Entity or Parent Entity that are held immediately following the consummation of such Reorganization or Sale as a result of ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than Olin or any of its subsidiaries), (2) no Person (other than any employee benefit plan (or related trust)
|
(iv)
|
the stockholders of Olin approve a plan of complete liquidation or dissolution of Olin.
|
(g)
|
“Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.
|
(h)
|
“Committee” means a committee of the Board designated by the Board to administer the Plan, each member of which is an “outside director” for purposes of Section 162
|
(i)
|
“Dividend Equivalent” means any right granted under Section 6(c)(ii) of the Plan.
|
(j)
|
“Earnings Per Share” means, for a fiscal year, consolidated net income of Olin before the after-tax effect of any special charge or gain or cumulative effect of a change in accounting, divided by the weighted average number of shares of common stock outstanding, on a fully diluted basis.
|
(k)
|
“Economic Value Added” means Olin’s consolidated sales less its operating costs (including tax) less a capital charge based on Olin’s cost of capital on assets employed in the business.
|
(l)
|
“Employee” means any employee of Olin or of an Affiliate.
|
(m)
|
“Exchange Act” means the Securities Exchange Act of 1934.
|
(n)
|
“Fair Market Value” means, with respect to shares of Olin common stock, the mean of the high and low per share sales prices of such common stock as reported on the consolidated transaction reporting system for New York Stock Exchange issues as of the relevant date, or the last preceding trading date, if such Shares were not traded on such date, and, with respect to any other property (including, without limitation, securities other than Shares), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
|
(o)
|
“Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationship, or any person sharing the Participant’s household, other than a tenant or employee.
|
(p)
|
“Good Reason Event” means:
|
(i)
|
Olin (A) requires Participant to relocate Participant’s principal place of employment by more than fifty (50) miles from the location in effect immediately prior to the Change in Control and such relocation increases the commuting distance, on a daily basis, between Participant’s residence at the time of relocation and principal place of employment; or (B) requires Participant to travel on business to a substantially greater extent than, and inconsistent with, Participant’s travel requirements prior to the Change in Control (taking into account the number and/or duration (both with respect to airtime and overall time away from home) of such travel trips following
|
(ii)
|
Olin reduces Participant’s base salary or fails to increase Participant’s base salary on a basis consistent (as to frequency and amount) with Olin’s salary system for Participant officers as in effect immediately prior to the Change in Control;
|
(iii)
|
Olin fails to substantially maintain its health, welfare, and retirement benefit plans as in effect immediately prior to the Change in Control, unless arrangements (embodied in an on-going substitute or alternative plan) are then in effect to provide benefits that are substantially similar to those in effect immediately prior to the Change in Control; or
|
(iv)
|
(A) Participant is assigned any duties inconsistent in any adverse respect with Participant’s position (including status, offices, titles and reporting lines), authority, duties or responsibilities immediately prior to the Change in Control or (B) Olin takes any action that results in a diminution in such position (including status, offices, titles and reporting lines), authority, duties or responsibilities or in a substantial reduction in any of the resources available to carry out any of Participant’s authorities, duties or responsibilities from those resources available immediately prior to the Change in Control.
|
(q)
|
“Group” means Persons acting together for the purpose of acquiring Olin stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Olin. If a Person owns stock in both Olin and another corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such Person is considered to be part of a Group only with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.
|
(r)
|
“Incentive Stock Option” means an option to purchase Shares granted under the Plan that is intended to meet the requirements of Section 422 of the Code.
|
(s)
|
“Incumbent Directors” means those individuals who, on the Effective Date, constitute the Board; provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of Olin pursuant to an actual or threatened election contest with respect to directors or pursuant to any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.
|
(t)
|
“Non-Qualified Stock Option” means an option to purchase Shares granted under the Plan that is not intended to be an Incentive Stock Option.
|
(u)
|
“Non-Qualifying Transaction” has the meaning set forth in the definition of Change in Control.
|
(v)
|
“Olin” means Olin Corporation and any successor entity.
|
(w)
|
“Olin Voting Securities” means Olin’s then outstanding securities eligible to vote for the election of the Board.
|
(x)
|
“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
|
(y)
|
“Parent Entity” has the meaning set forth under the definition of Change in Control.
|
(z)
|
“Participant” means an Employee granted an Award under the Plan.
|
(aa)
|
“Performance Share” means any grant of a right to receive Shares which is contingent on the achievement of performance or other objectives during a specified period.
|
(bb)
|
“Person” has the meaning of such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
|
(cc)
|
“Pre-Tax Profit” means, for a fiscal year, the consolidated income before taxes of Olin, before any special charges or gains.
|
(dd)
|
“Qualifying Termination” means:
|
(i)
|
Participant is discharged by Olin, upon or following a Change in Control, other than for cause and other than due to Participant’s death or disability (which will be deemed to occur if Participant becomes eligible to commence immediate receipt of disability benefits under the terms of Olin’s long-term disability plan); or
|
(ii)
|
A Good Reason Event occurs upon or following a Change in Control and (A) within 90 days following the occurrence of the Good Reason Event, Participant provides written notice to Olin of the occurrence of such Good Reason Event, which notice sets forth the exact nature of the event and the conduct required to cure such event, and (B) Olin does not cure such Good Reason Event within 30 days after its receipt of such notice; provided that such 30-day period to cure shall terminate in the event that Olin informs Participant that it does not intend to cure such event (such period, whether 30 days or less, the “Cure Period”), and (C) Participant terminates employment as a result of such Good Reason Event during the 45 day period that follows the Cure Period.
|
(ee)
|
“Released Securities” means securities that were Restricted Securities with respect to which all applicable restrictions imposed under the terms of the relevant Award have expired, lapsed or been waived or satisfied.
|
(ff)
|
“Reorganization” means a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (A) Olin or (B) any of its subsidiaries pursuant to which, in the case of this clause (B), Olin Voting Securities are issued or issuable.
|
(gg)
|
“Restricted Securities” means Awards of Restricted Stock or other Awards under which outstanding Shares are held subject to certain restrictions.
|
(hh)
|
“Restricted Stock” means any grant of Shares, and “Restricted Stock Unit” means the grant of a right to receive Shares in the future, with such Shares or right to future
|
(ii)
|
“Retirement” refers to retirement (including any early retirement) pursuant to any applicable retirement plan of Olin or of an Affiliate as provided under such retirement plan and which retirement was not caused by the Participant being terminated for cause by Olin or any Affiliate.
|
(jj)
|
“Return on Capital” means consolidated net income of Olin plus after-tax interest expense and the after-tax effect of any special charge or gain and any cumulative effect of a change in accounting, divided by average consolidated total assets of Olin less total non-interest-bearing liabilities.
|
(kk)
|
“ROE” shall mean the consolidated net income of Olin before the after tax effect of any special charge or gain and any cumulative effect of any change in accounting, divided by average shareholders’ equity.
|
(ll)
|
“RONA” means Pre-tax Profit before interest expense divided by average consolidated total assets of Olin less total non-interest-bearing liabilities.
|
(mm)
|
“Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act.
|
(nn)
|
“Sale” (when the term is capitalized) means the sale or other disposition of all or substantially all of the assets of Olin to an entity that is not an Affiliate of Olin.
|
(oo)
|
“Shares” means the common stock of Olin and such other securities or property as may become the subject of Awards pursuant to an adjustment made under Section 4(b) of the Plan.
|
(pp)
|
“Stock Appreciation Right” or “SAR” means any such right granted under Section 6(b) of the Plan.
|
(qq)
|
“Surviving Entity” has the meaning set forth under the definition of Change in Control.
|
(a)
|
Powers of Committee
. The Plan shall be administered by the Committee which shall have full power and authority to: (i) designate Participants; (ii) determine the Awards to be granted to Participants; (iii) determine the number of Shares (or securities convertible into Shares) to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, substituted, forfeited or suspended, and
|
(b)
|
Committee Discretion
. All designations, determinations, interpretations and other decisions with respect to the Plan or any Award shall be within the sole discretion of the Committee and shall be final, conclusive and binding upon all Persons, including Olin, any Affiliate, any Participants, any holder or beneficiary of any Award, any shareholder and any Employee of Olin or of any Affiliate. The Committee’s powers include the adoption of modifications, amendments, procedures, subplans and the like as are necessary to comply with provisions of the laws of other countries in which Olin or an Affiliate may operate in order to assure the viability of Awards granted under the Plan and to enable Participants employed in such other countries to receive benefits under the Plan and such laws, provided that no such action results in repricing of Options prohibited by Section 3(e).
|
(c)
|
Board Authority
. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
|
(d)
|
Delegation
. Notwithstanding any provision of the Plan to the contrary, except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate to one or more officers or managers of Olin or any Affiliate, or a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel, modify, waive rights or conditions with respect to, alter, discontinue, suspend, or terminate Awards held by, Employees who are not officers or directors of Olin for purposes of Section 16 of the Exchange Act, provided that no such action shall result in repricing of Options prohibited by Section 3(e).
|
(e)
|
Prohibition on Option Repricing
. Notwithstanding any other provision of the Plan, neither the Board nor the Committee may reprice, replace or regrant any Option granted under the Plan or any other plan of Olin, (i) through cancellation and replacement or regrant with lower priced options or (ii) by lowering the option exercise price of a previously granted Award, without the prior approval of Olin’s shareholders.
|
(a)
|
Shares Available
. Subject to adjustment as provided in Section 4(b) of the Plan:
|
(i)
|
The aggregate number of Shares available for granting Awards under the Plan shall be 2,250,000. If an Award is denominated in or relates to a security of Olin convertible into its Common Stock, the number of shares of Common Stock into which such security shall be convertible (calculated as of the date of grant of the Award, subject to adjustment as provided in Section 4(b) hereof or under the terms of such security) shall be deemed denominated in Shares and counted against the aggregate number of Shares available for the granting of Awards under the Plan.
|
(ii)
|
For purposes of this Section 4(a) and of Section 4(c)(iv):
|
(A)
|
If any Shares covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or if the Shares are not delivered because the Award is settled in cash or used to satisfy the applicable tax withholding obligation, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan; and
|
(B)
|
If the exercise price of any Option granted under the Plan is satisfied by tendering Shares (by either actual delivery or by attestation), only the number of Shares issued net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.
|
(b)
|
Adjustments
. In the event of any change in the Shares by reason of stock dividends, stock splits, recapitalization, mergers, consolidations, combinations or exchanges of shares, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distributions to shareholders other than cash dividends, (i) the numbers, class and prices of Shares covered by outstanding Awards under the Plan (provided that no such adjustment shall result in repricing of Options prohibited by Section 3(e) of the Plan), (ii) the aggregate number and class of Shares available under the Plan, and (iii) the numbers and class of Shares that may be the subject of Awards pursuant to Section 4(c), shall be adjusted by the Committee, whose determination shall be conclusive.
|
(i)
|
Without limiting the foregoing, in the event of any split-up, split-off, spin-off or other distribution to shareholders of shares representing a part of Olin’s business, properties and assets, the Committee may modify an outstanding Award so that such Award shall thereafter relate to Shares of Olin and shares of capital stock of the corporation owning the business, properties and assets so split-up, split-off, spun-off or otherwise distributed to shareholders of Olin in the same ratio in which holders of the Shares became entitled to receive shares of capital stock of the corporation owning the business, properties and
|
(ii)
|
With respect to Awards of Incentive Stock Options, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422 of the Code or any successor provision thereto, unless the holder of such Award of Incentive Stock Options agrees to convert such options to Non-qualified Stock Options.
|
(iii)
|
Notwithstanding the foregoing, a Participant to whom Dividend Equivalents or dividend units have been awarded shall not be entitled to receive a special or extraordinary dividend or distribution unless the Committee shall have expressly authorized such receipt.
|
(c)
|
Additional Restrictions
. Subject to adjustment as provided in Section 4(b), the following additional maximums are imposed under the Plan:
|
(i)
|
The maximum number of Shares that may be issued for Options intended to be Incentive Stock Options shall be 900,000 Shares.
|
(ii)
|
The maximum number of Shares that may be covered by Awards granted to any one individual shall be 300,000 Shares during any calendar year.
|
(iii)
|
No more than 100,000 Shares may be subject to Restricted Stock Awards, Restricted Stock Unit Awards and Performance Share Awards, and no more than 300,000 Shares may be subject to Options and Stock Appreciation Rights, granted to any one individual during any calendar-year period (regardless of when such Shares are deliverable) for any Award intended to be “performance-based compensation” (as that term is used for purposes of Code Section 162(m)).
|
(iv)
|
No more than 450,000 Shares may be subject to Restricted Stock Awards, Restricted Stock Unit Awards and Performance Share Awards.
|
(a)
|
Options
. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine:
|
(i)
|
Exercise Price
. The per Share exercise price shall be determined by the Committee; provided, however, that such exercise price shall not be less than the Fair Market Value of a Share on the date of the Option grant.
|
(ii)
|
Option Term
. The term of each Option shall be fixed by the Committee, provided that in no event shall the term of an Option be more than a period of ten years from the date of its grant.
|
(iii)
|
Exercise
. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which payment of the exercise price with respect thereto may be made.
|
(iv)
|
Incentive Stock Options
. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Without limiting the preceding sentence, the aggregate Fair Market Value (determined at the time an Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and any other plan of the Participant’s employer corporation and its parent and subsidiary corporations providing for Options) shall not exceed such dollar limitation as shall be applicable to Incentive Stock Options under Section 422 of the Code or a successor provision.
|
(v)
|
Termination of Employment
. In the event the employment of a Participant to whom an Option has been granted under the Plan shall be terminated (other than by reason of the Participant’s death or disability), such Option may, subject to the provisions of the next to last sentence of Section 6(a)(vi) be exercised (to the extent of the number of shares that the Participant was entitled to purchase under such Option at the termination of employment) at any time within three months after such termination (which three-month period may be extended by the Committee), but in no event shall such three-month period or any such extension permit the exercise of an Option after the expiration date of the Option. Options granted under the Plan shall not be affected by any change of duties or position so long as the Participant continues to be an Employee.
|
(vi)
|
Agreement to Service
. Each Participant receiving an Option shall, by accepting the Option, agree that he or she will, during employment, devote his or her entire time, energy and skill to the service of Olin and the promotion of its interests, subject to vacations, sick leave and other absences in accordance with the regular policies of, or other reasons satisfactory to, Olin and its Affiliates. Such employment shall (subject to the terms of any contract between Olin or any such Affiliate and such Participant) be at the pleasure of Olin or such Affiliate, and shall be at such compensation as Olin or such
|
(vii)
|
Death
. If a Participant to whom an Option has been granted shall die while an Employee, such Option may be exercised by the Participant’s executors, administrators, personal representatives or distributees or permitted transferees at any time within a period of one year after the Participant’s death (which period may be extended by the Committee), regardless of whether or not such Option had vested at the time of death. If a Participant to whom an Option has been granted shall die after his or her employment has terminated but while the Option remains exercisable, the Option may be exercised by the persons described above at any time within the longer of (a) the period that the Participant could have exercised the Option had he or she not died, or (b) one year after the date of death (which period may be extended by the Committee), but only to the extent the Option was exercisable at the time of the Participant’s death.
|
(viii)
|
Disability
. If a Participant to whom an Option has been granted shall become totally and permanently disabled, as that term is defined in Section 22(e)(3) of the Code (or a successor provision), and the Participant’s employment is terminated as a result, such option may be exercised by the Participant or permitted transferee within one year after the date of termination of employment, to the extent that the Option was exercisable at the time of termination of employment.
|
(b)
|
Stock Appreciation Rights
. The Committee is authorized to grant Stock Appreciation Rights to Participants which may but need not relate to a specific Option granted under the Plan. Subject to the terms of the Plan and any applicable Award Agreement, each Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, up to the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the exercise price of the right as specified by the Committee, which shall not be less than the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right. Subject to the terms of the Plan and any applicable Award Agreement, the exercise price, term, methods of exercise, methods of payment or settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee, but in no event shall the term of a Stock Appreciation Right exceed a period of ten years from the date of its grant.
|
(c)
|
Other Stock Awards
.
|
(i)
|
Issuance
. The Committee is authorized to grant Awards of Restricted Stock, Restricted Stock Units and Performance Shares to Participants.
|
(ii)
|
Dividends and Dividend Equivalents
. An Award (including without limitation an Option or Stock Appreciation Right) may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award (both before and after the Shares subject to the Award are earned, vested, or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Shares as determined by the Committee; provided, however that, no dividend payments or dividend equivalent payments shall be provided, permitted or credited to the extent that such payments would cause an Option or Stock Appreciation Right to be subject to Code Section 409A. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares, may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Share equivalents.
|
(iii)
|
Restrictions
. Any such Award shall be subject to such conditions, restrictions and contingencies as the Committee may impose (including, without limitation, any limitation on the right to vote Restricted Stock or the right to receive any dividend or other right or property), which may lapse separately or in combination at such time or times, as the Committee may deem appropriate, provided that in order for a Participant to vest in Awards of Restricted Stock, the Participant must remain in the employ of Olin or an Affiliate for a period of not less than one (1) year after the grant of a performance-based Restricted Stock Award, and not less than three (3) years after the grant of a Restricted Stock Award that is not performance-based, in each case, subject to Section 9 hereof and subject to relief for specified reasons as may be approved by the Committee. Notwithstanding the foregoing, the Committee may grant Awards for Restricted Stock for an aggregate number of Shares not to exceed 45,000 which vest in less than one (1) year after the date of grant, including immediate vesting.
|
(iv)
|
Forfeiture
. Except as otherwise determined by the Committee, upon termination of employment for any reason during the applicable restriction period, all Shares of Restricted Stock still subject to restriction shall be forfeited and reacquired by Olin.
|
(v)
|
Performance-Based Awards
. The Committee may designate whether any such Awards being granted to a Participant is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any Award so designated shall be conditioned on the achievement of one or more performance measures. Performance measures that may be used by the
|
(d)
|
Forms of Payment Under Awards
. Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by Olin or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards, or other property or any combination thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules and procedures established by the Committee and in accordance with Code Section 409A to the extent applicable. Notwithstanding the foregoing, the payment of the exercise price of an Option shall be subject to the following:
|
(i)
|
Subject to the following provisions of this subsection the full exercise price for Shares purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described below, payment may be made as soon as practicable after the exercise).
|
(ii)
|
The exercise price shall be payable in cash or by tendering, by either actual delivery of Shares or by attestation, Shares acceptable to the Committee, which Shares were either acquired at least six months before the exercise date or purchased on the open market, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee.
|
(iii)
|
The Committee may permit a Participant to elect to pay the exercise price upon the exercise of an Option by irrevocably authorizing a third party to sell Shares (or a sufficient portion of the Shares) acquired upon exercise of an Option and remit to Olin a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise.
|
(e)
|
Limits on Transfer of Awards
. No Award (other than Released Securities) or right thereunder shall be assignable or transferable by a Participant, other than:
|
(i)
|
by will or the laws of descent and distribution (or, in the case of an Award of Restricted Securities, to Olin); or
|
(ii)
|
in the case of Awards other than Incentive Stock Options, to the extent permitted under the terms of the Award, by a gift or domestic relations order
|
(f)
|
General
.
|
(i)
|
No Cash Consideration for Awards
. Participants shall not be required to make any cash payment for the granting of an Award except for such minimum consideration as may be required by applicable law.
|
(ii)
|
Awards May Be Granted Separately or Together
. Awards may be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award or benefit granted under any other plan or arrangement of Olin or any Affiliate, or as payment for or to assure payment of an award or benefit granted under any such other such plan or arrangement, provided that the purchase or exercise price under an Option or other Award encompassing the right to purchase Shares shall not be reduced by the cancellation of such Award and the substitution of another Award. Awards so granted may be granted either at the same time as or at a different time from the grant of such other Awards or awards or benefits.
|
(iii)
|
General Restrictions
. Delivery of Shares or other amounts under the Plan shall be subject to the following:
|
(A)
|
Notwithstanding any other provision of the Plan, Olin shall have no liability to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.
|
(B)
|
To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
|
(iv)
|
Agreement With Olin
. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant may be reflected in such form of written document as is
|
(v)
|
Beneficiary
. A Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries with respect to any Award to exercise the rights of the Participant, and to receive any property distributable, upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or a permitted transferee, or, if permissible under applicable law by the Participant’s guardian or legal representative.
|
(vi)
|
No Lien or Security Interest
. No Award (other than Released Securities), and no right under any such Award, may be pledged, attached or otherwise encumbered other than in favor of Olin, and any purported pledge, attachment, or encumbrance thereof other than in favor of Olin shall be void and unenforceable against Olin or any Affiliate.
|
(vii)
|
No Rights to Awards
. No Employee, Participant or other Person shall have any claim to be granted an Award, and there is no obligation for uniformity of treatment of Employees, Participants or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument accepting the Award required by the Committee and delivered a fully executed copy thereof to Olin, and otherwise complied with the then applicable terms and conditions.
|
(viii)
|
Withholding
. All distributions under the Plan are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other benefits under the Plan to a Participant are conditioned on satisfaction of the applicable withholding requirements. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of Shares which the Participant already owns, or through the surrender of Shares to which the Participant is otherwise entitled under the Plan.
|
(ix)
|
Other Compensation Arrangements
. Nothing contained in the Plan shall prevent Olin or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
|
(x)
|
No Right to Employment
. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of Olin or any Affiliate. Nothing in the Plan or any Award Agreement shall limit the right of Olin or an Affiliate at any time to dismiss a Participant from employment, free from any liability or any claim under the Plan or the Award Agreement.
|
(xi)
|
Governing Law
. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Connecticut, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan or any Award Agreement to the substantive law of another jurisdiction.
|
(xii)
|
Severability
. If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable, or as to any Person or Award, or would disqualify the Plan or any Award, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such Person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
|
(xiii)
|
No Trust or Fund Created
. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between Olin or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from Olin or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of Olin or any Affiliate.
|
(xiv)
|
No Fractional Shares
. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
|
(xv)
|
Share Certificates
. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
(xvi)
|
Conflict with Plan
. In the event of any inconsistency or conflict between the terms of the Plan and an Award Agreement, the terms of the Plan shall govern.
|
(a)
|
Amendments to the Plan
. The Board or the Committee may amend, suspend, discontinue or terminate the Plan, including, without limitation, any amendment, suspension, discontinuation or termination that would impair the rights of any Participant, or any other holder or beneficiary of any Award theretofore granted, without the consent of any shareholder, Participant, other holder or beneficiary of an Award, or other Person; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of Olin, no such amendment, suspension, discontinuation or termination shall be made that would:
|
(i)
|
increase the total number of Shares available for Awards under the Plan or the total number of Shares subject to one or more categories of Awards pursuant to Section 4(c), in either case except as provided in Section 4(b);
|
(ii)
|
reduce the minimum Option exercise price, except as provided in Section 4(b); or
|
(iii)
|
permit repricing of Options prohibited by Section 3(e); and
|
(b)
|
Amendments to Awards
. The Committee may waive any conditions or rights with respect to, or amend, alter, suspend, discontinue, or terminate, any unexercised Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided that no amendment, alteration, suspension, discontinuation or termination of an Award that would impair the rights of such Participant, holder or beneficiary shall be made after a Change in Control; provided further that the Committee may not increase the payment of any Award granted any Participant.
|
(c)
|
Adjustments of Awards Upon Certain Acquisitions
. In the event Olin or any Affiliate shall assume outstanding employee awards or the right or obligation to make future such awards in connection with the acquisition of another business or another Person, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate.
|
(d)
|
Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events
. The Committee may make adjustments in the terms and conditions of Awards
|
(e)
|
409A Compliance
. To the extent any provision of the Plan (or any Award) or action by the Board 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 Plan (and any Award) will comply with Code Section 409A, and the Plan (and any Award) shall be interpreted and construed on a basis consistent with such intent. The Plan (and any 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 Plan benefits or Awards. 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 Plan (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.
|
(a)
|
The Committee may cancel any unexpired, unpaid or deferred Awards if at any time the Participant is not in compliance with all applicable provisions of the Award Agreement, the Plan and the following conditions:
|
(i)
|
A Participant shall not render services for any Person or engage, directly or indirectly, in any business which, in the judgment of the Committee is or becomes competitive with Olin or any Affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any Affiliate. Such judgment shall be based on the Participant’s positions and responsibilities while employed by Olin or an Affiliate, the Participant’s post-employment responsibilities and position with the other Person or business, the extent of past, current and potential competition or conflict between Olin or an Affiliate and the other Person or business, the effect on customers, suppliers and competitors of the Participant’s assuming the post-employment position, the guidelines established in the then current edition of Olin’s Standards of Ethical Business Practices, and such other considerations as are deemed relevant given the applicable facts and circumstances. The
|
(ii)
|
Participant shall not, without prior written authorization from Olin, disclose to anyone outside Olin, or use in other than Olin’s business, any secret or confidential information, knowledge or data, relating to the business of Olin or an Affiliate in violation of his or her agreement with Olin or the Affiliate.
|
(iii)
|
A Participant, pursuant to his or her agreement with Olin or an Affiliate, shall disclose promptly and assign to Olin or the Affiliate all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by Olin or the Affiliate, relating in any manner to the actual or anticipated business, research or development work of Olin or the Affiliate and shall do anything reasonably necessary to enable Olin or the Affiliate to secure a patent where appropriate in the United States and in foreign countries.
|
(b)
|
Notwithstanding any other provision of the Plan, the Committee in its sole discretion may cancel any Award at any time prior to the exercise thereof, if the employment of the Participant shall be terminated, other than by reason of death, unless the conditions in this Section 8 are met.
|
(c)
|
Failure to comply with the conditions of this Section 8 prior to, or during the six months after, any exercise, payment or delivery pursuant to an Award shall cause the exercise, payment or delivery to be rescinded. Olin shall notify the Participant in writing of any such rescission within two years after such exercise payment or delivery and within 10 days after receiving such notice, the Participant shall pay to Olin the amount of any gain realized or payment received as a result of the exercise, payment or delivery rescinded. Such payment shall be made either in cash or by returning to Olin the number of Shares that the Participant received in connection with the rescinded exercise, payment or delivery.
|
(d)
|
Upon exercise, payment or delivery pursuant to an Award, the Committee may require the Participant to acknowledge the terms and conditions of the Plan and to certify on a form acceptable to the Committee, that he or she is in compliance with the terms and conditions of the Plan.
|
(e)
|
Nothing herein shall be interpreted to limit the obligations of a Participant under his or her employee agreement or any other agreement with Olin.
|
(a)
|
Notwithstanding any provision to the contrary in this Plan or any applicable Award Agreement and except as otherwise provided in this Section 9, all outstanding Options, Restricted Stock and other equity Awards held by Participant (other than any Performance Shares), regardless of whether granted before, at or after the Change in Control, shall not automatically become fully vested and immediately exercisable, and, instead, each such Award shall continue to vest in accordance with its terms following a Change in Control.
|
(b)
|
Except as the Board or the Committee may expressly provide otherwise prior to a Change in Control in the event of a Qualifying Termination upon or following a Change in Control:
|
(i)
|
all Options and Stock Appreciation Rights then outstanding shall become immediately and fully exercisable, notwithstanding any provision therein for the exercise in installments; and
|
(ii)
|
all restrictions and conditions of all Restricted Stock then outstanding shall be deemed satisfied as of the date of the Qualifying Termination.
|
(c)
|
Notwithstanding anything in this Plan to the contrary, all Performance Shares held by the Participant on the date of the Change in Control shall become vested and deemed earned or satisfied in full, notwithstanding that the applicable performance cycle, retention cycle or restriction conditions shall not have been completed or met. Such Performance Shares shall be paid, cash units in cash and phantom stock units in the Shares represented thereby or such other securities, property or cash as may be deliverable in respect of Shares as a result of a Change in Control, to the Participant no later than ten (10) business days following such Change in Control.
|
(d)
|
In the event that a Participant participates or agrees to participate by loan or equity investment (other than through ownership of less than 1% of publicly traded securities of another company) in a transaction which would result in an event described in subsections (i) or (ii) of the definition of Change in Control, Participant must promptly disclose such participation or agreement to Olin, and such transaction
|
(e)
|
Following a Change in Control, no action shall be taken under the Plan that will cause any Award that has previously been determined to be (or is determined to be) subject to Code Section 409A to fail to comply in any respect with Code Section 409A without the written consent of Participant.
|
(a)
|
“Affiliate” means any corporation, partnership, joint venture or other entity during any period in which Olin owns, directly or indirectly, at least 50% of the total voting or profits interest.
|
(b)
|
“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share or Dividend Equivalent granted under the Plan.
|
(c)
|
“Award Agreement” means any written agreement or other instrument or document evidencing an Award granted under the Plan. The terms of any plan or guideline adopted by the Board or the Committee and applicable to an Award shall be deemed incorporated in and a part of the related Award Agreement.
|
(d)
|
“Board” means the Board of Directors of Olin, or if applicable following a Change in Control (described in Section 2(e)(iii)), the board of directors (or similar governing body in the case of an entity other than a corporation) of the Parent Entity (as defined in Section 2(e)(iii)) or, if there is no Parent Entity, the Surviving Entity (as defined in Section 2(e)(iii)).
|
(e)
|
“Change in Control” means the occurrence of any of the following events:
|
(i)
|
the Incumbent Directors cease for any reason to constitute at least a majority of the Board; or
|
(ii)
|
any Person is or becomes a “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
|
(iii)
|
the consummation of a Reorganization or a Sale, unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) Olin (or, if Olin ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of Olin (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Olin Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) with ownership of such Olin Voting Securities (or, if applicable, shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) continuing in substantially the same proportions as the ownership of Olin Voting Securities immediately prior to consummation of such Reorganization or Sale (excluding any outstanding voting securities of the Surviving Entity or Parent Entity that are held immediately following the consummation of such Reorganization or Sale as a result of ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than Olin or any of its subsidiaries), (2) no Person (other than any employee benefit plan (or related trust) sponsored or maintained by Olin, the Surviving Entity, or the Parent Entity), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the
|
(iv)
|
the stockholders of Olin approve a plan of complete liquidation or dissolution of Olin.
|
(f)
|
“Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.
|
(g)
|
“Committee” means a committee of the Board designated by the Board to administer the Plan, each member of which is an “outside director” for purposes of Section 162(m) of the Code and a “non-employee director” for the purpose of Rule 16b-3, and, to the extent the Committee delegates authority to one or more individuals in accordance with the Plan, such individual(s).
|
(h)
|
“Dividend Equivalent” means any right granted under Section 6(c)(ii) of the Plan.
|
(i)
|
“Employee” means any employee of Olin or of an Affiliate.
|
(j)
|
“Exchange Act” means the Securities Exchange Act of 1934.
|
(k)
|
“Fair Market Value” means, with respect to shares of Olin common stock, the mean of the high and low per share sales prices of such common stock as reported on the consolidated transaction reporting system for New York Stock Exchange issues as of the relevant date, or the last preceding trading date, if such Shares were not traded on such date, and, with respect to any other property (including, without limitation, securities other than Shares), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
|
(l)
|
“Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationship, or any person sharing the Participant’s household, other than a tenant or employee.
|
(m)
|
“Good Reason Event” means:
|
(i)
|
Olin (A) requires Participant to relocate Participant's principal place of employment by more than fifty (50) miles from the location in effect immediately prior to the Change in Control and such relocation increases the commuting distance, on a daily basis, between Participant’s residence at the time of relocation and principal place of employment or (B) requires Participant to travel on business to a substantially greater extent than, and inconsistent with, Participant's travel requirements prior to the Change in Control (taking into account the number and/or duration (both with respect to airtime and overall time away from home) of such travel trips following the Change in Control as compared to a comparable period prior to the Change in Control);
|
(ii)
|
Olin reduces Participant's base salary or fails to increase Participant's base salary on a basis consistent (as to frequency and amount) with Olin's salary system for Participant officers as in effect immediately prior to the Change in Control;
|
(iii)
|
Olin fails to substantially maintain its health, welfare, and retirement benefit plans as in effect immediately prior to the Change in Control, unless arrangements (embodied in an on-going substitute or alternative plan) are then in effect to provide benefits that are substantially similar to those in effect immediately prior to the Change in Control; or
|
(iv)
|
(A) Participant is assigned any duties inconsistent in any adverse respect with Participant's position (including status, offices, titles and reporting
|
(n)
|
“Group” means Persons acting together for the purpose of acquiring Olin stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Olin. If a Person owns stock in both Olin and another corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such Person is considered to be part of a Group only with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.
|
(o)
|
“Incentive Stock Option” means an option to purchase Shares granted under the Plan that is intended to meet the requirements of Section 422 of the Code.
|
(p)
|
“Incumbent Directors” means those individuals who, on the Effective Date, constitute the Board; provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of Olin pursuant to an actual or threatened election contest with respect to directors or pursuant to any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.
|
(q)
|
“Non-Qualified Stock Option” means an option to purchase Shares granted under the Plan that is not intended to be an Incentive Stock Option.
|
(r)
|
“Non-Qualifying Transaction” has the meaning set forth in the definition of Change in Control.
|
(s)
|
“Olin Voting Securities” means Olin’s then outstanding securities eligible to vote for the election of the Board.
|
(t)
|
“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
|
(u)
|
“Parent Entity” has the meaning set forth under the definition of Change in Control.
|
(v)
|
“Participant” means an Employee granted an Award under the Plan.
|
(w)
|
“Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Participant, whether paid or payable pursuant to this Plan or otherwise.
|
(x)
|
“Performance Share” means any grant of a right to receive Shares which is contingent on the achievement of performance or other objectives during a specified period.
|
(y)
|
“Person” has the meaning of such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
|
(z)
|
“Qualifying Termination” means:
|
(i)
|
Participant is discharged by Olin, upon or following a Change in Control, other than for cause and other than due to Participant's death or disability (which will be deemed to occur if Participant becomes eligible to commence immediate receipt of disability benefits under the terms of Olin's long-term disability plan); or
|
(ii)
|
A Good Reason Event occurs upon or following a Change in Control and (A) within 90 days following the occurrence of the Good Reason Event, Participant provides written notice to Olin of the occurrence of such Good Reason Event, which notice sets forth the exact nature of the event and the conduct required to cure such event, and (B) Olin does not cure such Good Reason Event within 30 days after its receipt of such notice; provided that such 30-day period to cure shall terminate in the event that Olin informs Participant that it does not intend to cure such event (such period, whether 30 days or less, the “Cure Period”), and (C) Participant terminates employment as a result of such Good Reason Event during the 45 day period that follows the Cure Period
|
(aa)
|
“Released Securities” means securities that were Restricted Securities with respect to which all applicable restrictions imposed under the terms of the relevant Award have expired, lapsed or been waived or satisfied.
|
(bb)
|
“Reorganization” means a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) Olin or (ii) any of its subsidiaries pursuant to which, in the case of this clause (ii), Olin Voting Securities are issued or issuable.
|
(cc)
|
“Restricted Securities” means Awards of Restricted Stock or other Awards under which outstanding Shares are held subject to certain restrictions.
|
(dd)
|
“Restricted Stock” means any grant of Shares, and “Restricted Stock Unit” means the grant of a right to receive Shares in the future, with such Shares or right to future delivery of Shares subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.
|
(ee)
|
“Retirement” refers to retirement (including any early retirement) pursuant to any applicable retirement plan of Olin or of an Affiliate as provided under such retirement plan and which retirement was not caused by the Participant being terminated for cause by Olin or any Affiliate.
|
(ff)
|
“Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act.
|
(gg)
|
“Sale” (when the term is capitalized) means the sale or other disposition of all or substantially all of the assets of Olin to an entity that is not an Affiliate of Olin.
|
(hh)
|
“Shares” means the common stock of Olin and such other securities or property as may become the subject of Awards pursuant to an adjustment made under Section 4(b) of the Plan.
|
(ii)
|
“Stock Appreciation Right” or “SAR” means any such right granted under Section 6(b) of the Plan.
|
(jj)
|
“Surviving Entity” has the meaning set forth under the definition of Change in Control.
|
(a)
|
Powers of Committee
. The Plan shall be administered by the Committee which shall have full power and authority to: (i) designate Participants; (ii) determine the Awards to be granted to Participants; (iii) determine the number of Shares (or securities convertible into Shares) to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, substituted, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, substituted, forfeited or suspended, provided that no such action will result in repricing of Options prohibited by Section 3(e); (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and guidelines and appoint such agents as it shall deem appropriate for the administration of the Plan; and (ix) make any other determination and take any other action that it deems necessary or desirable for such administration.
|
(b)
|
Committee Discretion
. All designations, determinations, interpretations and other decisions with respect to the Plan or any Award shall be within the sole discretion of the Committee and shall be final, conclusive and binding upon all Persons, including Olin, any Affiliate, any Participants, any holder or beneficiary of any Award, any shareholder and any Employee of Olin or of any Affiliate. The Committee’s powers include the adoption of modifications, amendments, procedures, subplans and the like as are necessary to comply with provisions of the laws of other countries in which Olin or an Affiliate may operate in order to assure the viability of Awards granted under the Plan and to enable Participants employed in such other countries to receive benefits under the Plan and such laws, provided that no such action results in repricing of Options prohibited by Section 3(e).
|
(c)
|
Board Authority
. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
|
(d)
|
Delegation
. Notwithstanding any provision of the Plan to the contrary, except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate to one or more officers or managers of Olin or any Affiliate, or a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel, modify, waive rights or conditions with respect to, alter, discontinue, suspend, or terminate Awards held by, Employees who are not officers or directors of Olin for purposes of Section 16 of the Exchange Act, provided that no such action shall result in repricing of Options prohibited by Section 3(e).
|
(e)
|
Prohibition on Option Repricing
. Notwithstanding any other provision of the Plan, neither the Board nor the Committee may reprice, replace or regrant any Option granted under the Plan or any other plan of Olin, (i) through cancellation and replacement or regrant with lower priced options or (ii) by lowering the option exercise price of a previously granted award, without the prior approval of Olin’s shareholders.
|
(a)
|
Shares Available
. Subject to adjustment as provided in Section 4(b) of the Plan:
|
(i)
|
The aggregate number of Shares available for granting Awards under the Plan shall be 1,700,000.
|
(ii)
|
For purposes of this Section 4, other than Sections 4(c)(ii) and 4(c)(iii):
|
(A)
|
If any Shares covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or if the Shares are not delivered because the Award is settled in cash or used to satisfy the applicable tax withholding obligation, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan; and
|
(B)
|
If the exercise price of any Option granted under the Plan is satisfied by tendering Shares (by either actual delivery or by attestation), only the number of Shares issued net of the Shares tendered shall be deemed delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.
|
(b)
|
Adjustments
. In the event of any change in the Shares by reason of stock dividends, stock splits, recapitalization, mergers, consolidations, combinations or exchanges of shares, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distributions to shareholders other than cash dividends, (i) the numbers, class and prices of Shares covered by outstanding Awards under the Plan (provided that no such adjustment shall result in repricing of Options prohibited by
|
(i)
|
Without limiting the foregoing, in the event of any split-up, split-off, spin-off or other distribution to shareholders of shares representing a part of Olin’s business, properties and assets, the Committee may modify an outstanding Award so that such Award shall thereafter relate to Shares of Olin and shares of capital stock of the corporation owning the business, properties and assets so split-up, split-off, spun-off or otherwise distributed to shareholders of Olin in the same ratio in which holders of the Shares became entitled to receive shares of capital stock of the corporation owning the business, properties and assets so split-up, split-off or spun-off or otherwise distributed, provided that no such action results in repricing of Options prohibited by Section 3(e).
|
(ii)
|
With respect to Awards of Incentive Stock Options, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422 of the Code or any successor provision thereto, unless the holder of such Award of Incentive Stock Options agrees to convert such options to Non-qualified Stock Options.
|
(iii)
|
Notwithstanding the foregoing, a Participant to whom Dividend Equivalents or dividend units have been awarded shall not be entitled to receive a special or extraordinary dividend or distribution unless the Committee shall have expressly authorized such receipt.
|
(c)
|
Additional Restrictions
. Subject to adjustment as provided in Section 4(b), the following additional maximums are imposed under the Plan:
|
(i)
|
The maximum number of Shares that may be issued for Options intended to be Incentive Stock Options shall be 500,000 Shares.
|
(ii)
|
For any Award intended to be “performance-based compensation” (as that term is used for purposes of Code Section 162(m)), no more than 300,000 Shares may be subject to Options and Stock Appreciation Rights granted to any one individual during any calendar-year period (regardless of when such Shares are deliverable).
|
(iii)
|
For any Award intended to be “performance-based compensation” (as that term is used for purposes of Code Section 162(m)) other than an Option or Stock Appreciation Right payable in Shares, no more than 150,000 Shares plus no more than $1,000,000 may be subject to such other Awards granted to any one individual during any calendar-year period (regardless of when such Shares or cash are deliverable).
|
(iv)
|
No more than 800,000 Shares may be issued pursuant to Restricted Stock Awards, Restricted Stock Unit Awards and Performance Share Awards under this Plan.
|
(a)
|
Options
. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine:
|
(i)
|
Exercise Price
. The per Share exercise price shall be determined by the Committee, provided that such exercise price shall not be less than the Fair Market Value of a Share on the date of the Option grant.
|
(ii)
|
Option Term
. The term of each Option shall be fixed by the Committee, provided that in no event shall the term of an Option be more than a period of ten years from the date of its grant.
|
(iii)
|
Exercise
. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which payment of the exercise price with respect thereto may be made.
|
(iv)
|
Incentive Stock Options
. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Without limiting the preceding sentence, the aggregate Fair Market Value (determined at the time an Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and any other plan of the Participant’s employer corporation and its parent and subsidiary corporations providing for Options) shall not exceed such dollar limitation as shall be applicable to Incentive Stock Options under Section 422 of the Code or a successor provision.
|
(v)
|
Termination of Employment
. In the event the employment of a Participant to whom an Option has been granted under the Plan shall be terminated (other than by reason of the Participant’s death or disability), such Option may,
|
(vi)
|
Agreement to Service
. Each Participant receiving an Option shall, by accepting the Option, agree that he or she will, during employment, devote his or her entire time, energy and skill to the service of Olin and the promotion of its interests, subject to vacations, sick leave and other absences in accordance with the regular policies of, or other reasons satisfactory to, Olin and its Affiliates. Such employment shall (subject to the terms of any contract between Olin or any such Affiliate and such Participant) be at the pleasure of Olin or such Affiliate, and shall be at such compensation as Olin or such Affiliate shall determine from time to time. Upon termination of such Participant’s employment either (a) for cause, or (b) voluntarily on the part of the Participant and without the written consent of Olin, any Awards held by him or her under the Plan, to the extent not theretofore exercised or vested, shall forthwith terminate. Retirement pursuant to any retirement plan of Olin or of an Affiliate shall be deemed to be a termination of employment with Olin’s consent.
|
(vii)
|
Death
. If a Participant to whom an Option has been granted shall die while an Employee, such Option may be exercised by the Participant’s executors, administrators, personal representatives or distributees or permitted transferees at any time within a period of one year after the Participant’s death (which period may be extended by the Committee), regardless of whether or not such Option had vested at the time of death. If a Participant to whom an Option has been granted shall die after his or her employment has terminated but while the Option remains exercisable, the Option may be exercised by the persons described above at any time within the longer of (a) the period that the Participant could have exercised the Option had he or she not died, or (b) one year after the date of death (which period may be extended by the Committee), but only to the extent the Option was exercisable at the time of the Participant’s death.
|
(viii)
|
Disability
. If a Participant to whom an Option has been granted shall become totally and permanently disabled, as that term is defined in Section 22(e)(3) of the Code (or a successor provision), and the Participant’s employment is terminated as a result, such option may be exercised by the Participant or permitted transferee within one year after the date of termination of
|
(b)
|
Stock Appreciation Rights
. The Committee is authorized to grant Stock Appreciation Rights to Participants which may but need not relate to a specific Option granted under the Plan. Subject to the terms of the Plan and any applicable Award Agreement, each Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, up to the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the exercise price of the right as specified by the Committee, which shall not be less than the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right. Subject to the terms of the Plan and any applicable Award Agreement, the exercise price, term, methods of exercise, methods of payment or settlement, including whether such SAR shall be paid in cash or Shares, and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee, but in no event shall the term of a Stock Appreciation Right exceed a period of ten years from the date of its grant.
|
(c)
|
Other Stock Awards
.
|
(i)
|
Issuance
. The Committee is authorized to grant Awards of Restricted Stock, Restricted Stock Units and Performance Shares to Participants.
|
(ii)
|
Dividends and Dividend Equivalents
. An Award (including without limitation an Option or Stock Appreciation Right) may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award (both before and after the Shares subject to the Award are earned, vested, or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Shares as determined by the Committee; provided, however that, no dividend payments or dividend equivalent payments shall be provided, permitted or credited to the extent that such payments would cause an Option or Stock Appreciation Right to be subject to Code Section 409A. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares, may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Share equivalents.
|
(iii)
|
Restrictions
. Any such Award shall be subject to such conditions, restrictions and contingencies as the Committee may impose (including, without limitation, any limitation on the right to vote Restricted Stock or the right to receive any dividend or other right or property), which may lapse separately or in combination at such time or times, as the Committee may deem appropriate, provided that in order for a Participant to vest in Awards of Restricted Stock, the Participant must remain in the employ of Olin or an
|
(iv)
|
Forfeiture
. Except as otherwise determined by the Committee, upon termination of employment for any reason during the applicable restriction period, all Shares of Restricted Stock still subject to restriction shall be forfeited and reacquired by Olin.
|
(v)
|
Performance-Based Awards
. The Committee may designate whether any such Awards being granted to a Participant is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any Award so designated shall be conditioned on the achievement of one or more performance measures. Performance measures that may be used by the Committee for such purpose shall be based on one or more of the following criteria, on an absolute or a relative basis:
|
(A)
|
cash flow,
|
(B)
|
earnings per share,
|
(C)
|
EBITDA,
|
(D)
|
Economic Value Added/EVA
®
,
|
(E)
|
net income,
|
(F)
|
operating profit,
|
(G)
|
pre-tax profit,
|
(H)
|
return on capital,
|
(I)
|
return on equity,
|
(J)
|
return on net assets,
|
(K)
|
revenues, and
|
(L)
|
total shareholder return.
|
(d)
|
Forms of Payment Under Awards
. Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by Olin or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other
|
(i)
|
Subject to the following provisions of this subsection the full exercise price for Shares purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described below, payment may be made as soon as practicable after the exercise).
|
(ii)
|
The exercise price shall be payable in cash or by tendering, by either actual delivery of Shares or by attestation, Shares acceptable to the Committee, which Shares were either acquired at least six months before the exercise date or purchased on the open market, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee.
|
(iii)
|
The Committee may permit a Participant to elect to pay the exercise price upon the exercise of an Option by irrevocably authorizing a third party to sell Shares (or a sufficient portion of the Shares) acquired upon exercise of an Option and remit to Olin a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise.
|
(e)
|
Limits on Transfer of Awards
. No Award (other than Released Securities) or right thereunder shall be assignable or transferable by a Participant, other than:
|
(i)
|
by will or the laws of descent and distribution (or, in the case of an Award of Restricted Securities, to Olin); or
|
(ii)
|
in the case of Awards other than Incentive Stock Options, to the extent permitted under the terms of the Award, by a gift or domestic relations order to any Family Member, to a trust in which the Participant and/or his or her Family Members hold more than 50% of the beneficial interest, to a foundation in which the Participant and/or Family Members control the management of assets, and any other entity in which the Participant and/or his or her Family Members own more than 50% of the voting interests.
|
(f)
|
General
.
|
(i)
|
No Cash Consideration for Awards
. Participants shall not be required to make any cash payment for the granting of an Award except for such minimum consideration as may be required by applicable law.
|
(ii)
|
Awards May Be Granted Separately or Together
. Awards may be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award or benefit granted under any other plan or arrangement of Olin or any Affiliate, or as payment for or to assure payment of an award or benefit granted under any such other such plan or arrangement, provided that the purchase or exercise price under an Option or other Award encompassing the right to purchase Shares shall not be reduced by the cancellation of such Award and the substitution of another Award. Awards so granted may be granted either at the same time as or at a different time from the grant of such other Awards or awards or benefits.
|
(iii)
|
General Restrictions
. Delivery of Shares or other amounts under the Plan shall be subject to the following:
|
(A)
|
Notwithstanding any other provision of the Plan, Olin shall have no liability to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.
|
(B)
|
To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
|
(iv)
|
Agreement With Olin
. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant may be reflected in such form of written document as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need not, require the Participant to sign a copy of such document, (an “Award Agreement” regardless of whether any Participant signature is required).
|
(v)
|
Beneficiary
. A Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries with respect to any Award to exercise the rights of the Participant, and to receive any property distributable, upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant
|
(vi)
|
No Lien or Security Interest
. No Award (other than Released Securities), and no right under any such Award, may be pledged, attached or otherwise encumbered other than in favor of Olin, and any purported pledge, attachment, or encumbrance thereof other than in favor of Olin shall be void and unenforceable against Olin or any Affiliate.
|
(vii)
|
No Rights to Awards
. No Employee, Participant or other Person shall have any claim to be granted an Award, and there is no obligation for uniformity of treatment of Employees, Participants or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument accepting the Award required by the Committee and delivered a fully executed copy thereof to Olin, and otherwise complied with the then applicable terms and conditions.
|
(viii)
|
Withholding
. All distributions under the Plan are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other benefits under the Plan to a Participant are conditioned on satisfaction of the applicable withholding requirements. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of Shares which the Participant already owns, or through the surrender of Shares to which the Participant is otherwise entitled under the Plan.
|
(ix)
|
Other Compensation Arrangements
. Nothing contained in the Plan shall prevent Olin or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
|
(x)
|
No Right to Employment
. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of Olin or any Affiliate. Nothing in the Plan or any Award Agreement shall limit the right of Olin or an Affiliate at any time to dismiss a Participant from employment, free from any liability or any claim under the Plan or the Award Agreement.
|
(xi)
|
Governing Law
. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Connecticut, excluding any conflicts or choice
|
(xii)
|
Severability
. If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable, or as to any Person or Award, or would disqualify the Plan or any Award, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such Person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
|
(xiii)
|
No Trust or Fund Created
. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between Olin or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from Olin or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of Olin or any Affiliate.
|
(xiv)
|
No Fractional Shares
. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
|
(xv)
|
Share Certificates
. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
(xvi)
|
Conflict with Plan
. In the event of any inconsistency or conflict between the terms of the Plan and an Award Agreement, the terms of the Plan shall govern.
|
(a)
|
Amendments to the Plan
. The Board or the Committee may amend, suspend, discontinue or terminate the Plan, including, without limitation, any amendment, suspension, discontinuation or termination that would impair the rights of any Participant, or any other holder or beneficiary of any Award theretofore granted, without the consent of any shareholder, Participant, other holder or beneficiary of
|
(i)
|
increase the total number of Shares available for Awards under the Plan or the total number of Shares subject to one or more categories of Awards pursuant to Section 4(c), in either case except as provided in Section 4(b);
|
(ii)
|
reduce the minimum Option exercise price, except as provided in Section 4(b); or
|
(iii)
|
permit repricing of Options prohibited by Section 3(e); and
|
(b)
|
Amendments to Awards
. The Committee may waive any conditions or rights with respect to, or amend, alter, suspend, discontinue, or terminate, any unexercised Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided that no amendment, alteration, suspension, discontinuation or termination of an Award that would impair the rights of such Participant, holder or beneficiary shall be made after a Change in Control; provided further that the Committee may not increase the payment of any Award granted any Participant.
|
(c)
|
Adjustments of Awards Upon Certain Acquisitions
. In the event Olin or any Affiliate shall assume outstanding employee awards or the right or obligation to make future such awards in connection with the acquisition of another business or another Person, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate.
|
(d)
|
Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events
. The Committee may make adjustments in the terms and conditions of Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting Olin, any Affiliate, or the financial statements of Olin or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits to be made available under the Plan.
|
(e)
|
409A Compliance
. To the extent any provision of the Plan (or any Award) or action by the Board 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
|
(a)
|
The Committee may cancel any unexpired, unpaid or deferred Awards if at any time the Participant is not in compliance with all applicable provisions of the Award Agreement, the Plan and the following conditions:
|
(i)
|
A Participant shall not render services for any Person or engage, directly or indirectly, in any business which, in the judgment of the Committee is or becomes competitive with Olin or any Affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any Affiliate. Such judgment shall be based on the Participant’s positions and responsibilities while employed by Olin or an Affiliate, the Participant’s post-employment responsibilities and position with the other Person or business, the extent of past, current and potential competition or conflict between Olin or an Affiliate and the other Person or business, the effect on customers, suppliers and competitors of the Participant’s assuming the post-employment position, the guidelines established in the then current edition of Olin’s Standards of Ethical Business Practices, and such other considerations as are deemed relevant given the applicable facts and circumstances. The Participant shall be free, however, to purchase as an investment or otherwise, stock or other securities of such Person or business so long as they are listed upon a recognized securities exchange or traded over the counter, and such investment does not represent a substantial investment to the Participant or a greater than 1% equity interest in the organization or business.
|
(ii)
|
Participant shall not, without prior written authorization from Olin, disclose to anyone outside Olin, or use in other than Olin’s business, any secret or confidential information, knowledge or data, relating to the business of Olin or an Affiliate in violation of his or her agreement with Olin or the Affiliate.
|
(iii)
|
A Participant, pursuant to his or her agreement with Olin or an Affiliate, shall disclose promptly and assign to Olin or the Affiliate all right, title and interest
|
(b)
|
Notwithstanding any other provision of the Plan, the Committee in its sole discretion may cancel any Award at any time prior to the exercise thereof, if the employment of the Participant shall be terminated, other than by reason of death, unless the conditions in this Section 8 are met.
|
(c)
|
Failure to comply with the conditions of this Section 8 prior to, or during the six months after, any exercise, payment or delivery pursuant to an Award shall cause the exercise, payment or delivery to be rescinded. Olin shall notify the Participant in writing of any such rescission within two years after such exercise payment or delivery and within 10 days after receiving such notice, the Participant shall pay to Olin the amount of any gain realized or payment received as a result of the exercise, payment or delivery rescinded. Such payment shall be made either in cash or by returning to Olin the number of Shares that the Participant received in connection with the rescinded exercise, payment or delivery.
|
(d)
|
Upon exercise, payment or delivery pursuant to an Award, the Committee may require the Participant to acknowledge the terms and conditions of the Plan and to certify on a form acceptable to the Committee, that he or she is in compliance with the terms and conditions of the Plan.
|
(e)
|
Nothing herein shall be interpreted to limit the obligations of a Participant under his or her employee agreement or any other agreement with Olin.
|
(a)
|
Notwithstanding any provision to the contrary in this Plan or any applicable Award Agreement and except as otherwise provided in this Section 9, all outstanding Options, Restricted Stock and other equity Awards held by Participant (other than any Performance Shares), regardless of whether granted before, at or after the Change in Control, shall not automatically become fully vested and immediately exercisable and, instead, each such Award shall continue to vest in accordance with its terms following a Change in Control.
|
(b)
|
Except as the Board or the Committee may expressly provide otherwise prior to a Change in Control , in the event of a Qualifying Termination upon or following a Change in Control:
|
(i)
|
all Options and Stock Appreciation Rights then outstanding shall become immediately and fully exercisable, notwithstanding any provision therein for the exercise in installments; and
|
(ii)
|
all restrictions and conditions of all Restricted Stock then outstanding shall be deemed satisfied as of the date of the Qualifying Termination.
|
(c)
|
Notwithstanding anything in this Plan to the contrary, all Performance Shares held by the Participant on the date of the Change in Control shall become vested and deemed earned or satisfied in full, notwithstanding that the applicable performance cycle, retention cycle or restriction conditions shall not have been completed or met. Such Performance Shares shall be paid, cash units in cash and phantom stock units in the Shares represented thereby or such other securities, property or cash as may be deliverable in respect of Shares as a result of a Change in Control, to the Participant no later than ten (10) business days following such Change in Control.
|
(d)
|
In the event that a Participant participates or agrees to participate by loan or equity investment (other than through ownership of less than 1% of publicly traded securities of another company) in a transaction which would result in an event described in subsections (i) or (ii) of the definition of Change in Control, Participant must promptly disclose such participation or agreement to Olin, and such transaction will not be considered a Change in Control with respect to Participant for purposes of this Plan.
|
(e)
|
Following a Change in Control, no action shall be taken under the Plan that will cause any Award that has previously been determined to be (or is determined to be) subject to Code Section 409A to fail to comply in any respect with Code Section 409A without the written consent of Participant.
|
(a)
|
“Affiliate” means any corporation, partnership, joint venture or other entity during any period in which Olin owns, directly or indirectly, at least 50% of the total voting or profits interest.
|
(b)
|
“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share or Dividend Equivalent granted under the Plan.
|
(c)
|
“Award Agreement” means any written agreement or other instrument or document evidencing an Award granted under the Plan. The terms of any plan or guideline adopted by the Board or the Committee and applicable to an Award shall be deemed incorporated in and a part of the related Award Agreement.
|
(d)
|
“Board” means the Board of Directors of Olin, or if applicable following a Change in Control (described in Section 2(e)(iii)), the board of directors (or similar governing body in the case of an entity other than a corporation) of the Parent Entity (as defined in Section 2(e)(iii)) or, if there is no Parent Entity, the Surviving Entity (as defined in Section 2(e)(iii)).
|
(e)
|
“Change in Control” means the occurrence of any of the following events:
|
(i)
|
the Incumbent Directors cease for any reason to constitute at least a majority of the Board; or
|
(ii)
|
any Person is or becomes a “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Olin representing 20% or more of the combined voting power of the Olin Voting Securities; provided, however, that the event described in this subsection (ii) shall not be deemed to be a Change in Control if such event results from any of the following: (A) the acquisition of Olin Voting Securities by Olin or any of its subsidiaries, (B) the acquisition of Olin Voting Securities directly from Olin, (C) the acquisition of Olin Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by Olin or any of its subsidiaries, (D) the acquisition of Olin Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, (E) the acquisition of Olin Voting Securities pursuant to a Non-Qualifying Transaction (as defined in Section 2(e)(iii)), or (F) the acquisition of Olin Voting Securities by Participant or any Group of Persons including Participant (or any entity controlled by Participant or any Group of Persons including Participant); or
|
(iii)
|
the consummation of a Reorganization or a Sale, unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) Olin (or, if Olin ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of Olin (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Olin Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) with ownership of such Olin Voting Securities (or, if applicable, shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) continuing in substantially the same proportions as the ownership of Olin Voting Securities immediately prior to consummation of such Reorganization or Sale (excluding any outstanding voting securities of the Surviving Entity or Parent Entity that are held immediately following the consummation of such Reorganization or Sale as a result of ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than Olin or any of its subsidiaries), (2) no Person (other than any employee benefit plan (or related trust) sponsored or maintained by Olin, the Surviving Entity, or the Parent Entity), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power (in respect of the election of directors, or similar
|
(iv)
|
the stockholders of Olin approve a plan of complete liquidation or dissolution of Olin.
|
(f)
|
“Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.
|
(g)
|
“Committee” means a committee of the Board designated by the Board to administer the Plan, each member of which is an “outside director” for purposes of Section 162(m) of the Code and a “non-employee director” for the purpose of Rule 16b-3, and, to the extent the Committee delegates authority to one or more individuals in accordance with the Plan, such individual(s).
|
(h)
|
“Dividend Equivalent” means any right granted under Section 6(c)(ii) of the Plan.
|
(i)
|
“Employee” means any employee of Olin or of an Affiliate.
|
(j)
|
“Exchange Act” means the Securities Exchange Act of 1934.
|
(k)
|
“Fair Market Value” means, with respect to shares of Olin common stock, the mean of the high and low per share sales prices of such common stock as reported on the consolidated transaction reporting system for New York Stock Exchange issues as of the relevant date, or the last preceding trading date, if such Shares were not traded on such date, and, with respect to any other property (including, without limitation, securities other than Shares), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
|
(l)
|
“Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationship, or any person sharing the Participant’s household, other than a tenant or employee.
|
(m)
|
“Good Reason Event” means:
|
(i)
|
Olin (A) requires Participant to relocate Participant’s principal place of employment by more than fifty (50) miles from the location in effect immediately prior to the Change in Control and such relocation increases the commuting distance, on a daily basis, between Participant’s residence at the time of relocation and principal place of employment or (B) requires Participant to travel on business to a substantially greater extent than, and inconsistent with, Participant’s travel requirements prior to the Change in Control (taking into account the number and/or duration (both with respect to airtime and overall time away from home) of such travel trips following the Change in Control as compared to a comparable period prior to the Change in Control);
|
(ii)
|
Olin reduces Participant’s base salary or fails to increase Participant’s base salary on a basis consistent (as to frequency and amount) with Olin’s salary system for Participant officers as in effect immediately prior to the Change in Control;
|
(iii)
|
Olin fails to substantially maintain its health, welfare, and retirement benefit plans as in effect immediately prior to the Change in Control, unless arrangements (embodied in an on-going substitute or alternative plan) are then in effect to provide benefits that are substantially similar to those in effect immediately prior to the Change in Control; or
|
(iv)
|
(A) Participant is assigned any duties inconsistent in any adverse respect with Participant’s position (including status, offices, titles and reporting lines), authority, duties or responsibilities immediately prior to the Change in Control or (B) Olin takes any action that results in a diminution in such position (including status, offices, titles and reporting lines), authority, duties or responsibilities or in a substantial reduction in any of the resources available to carry out any of Participant’s authorities, duties or responsibilities from those resources available immediately prior to the Change in Control.
|
(n)
|
“Group” means Persons acting together for the purpose of acquiring Olin stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Olin. If a Person owns stock in both Olin and another corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such Person is considered to be part of a Group only with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.
|
(o)
|
“Incentive Stock Option” means an option to purchase Shares granted under the Plan that is intended to meet the requirements of Section 422 of the Code.
|
(p)
|
“Incumbent Directors” means those individuals who, on the Effective Date, constitute the Board; provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of Olin pursuant to an actual or threatened election contest with respect to directors or pursuant to any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.
|
(q)
|
“Non-Qualified Stock Option” means an option to purchase Shares granted under the Plan that is not intended to be (or does not meet the requirements of) an Incentive Stock Option.
|
(r)
|
“Non-Qualifying Transaction” has the meaning set forth in the definition of Change in Control.
|
(s)
|
“Olin Voting Securities” means Olin’s then outstanding securities eligible to vote for the election of the Board.
|
(t)
|
“Option” means an Incentive Stock Option or a Non-Qualified Stock Option.
|
(u)
|
“Parent Entity” has the meaning set forth under the definition of Change in Control.
|
(v)
|
“Participant” means an Employee granted an Award under the Plan.
|
(w)
|
“Performance Share” means any grant of a right to receive Shares which is contingent on the achievement of performance or other objectives during a specified period.
|
(x)
|
“Person” has the meaning of such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
|
(y)
|
“Qualifying Termination” means:
|
(i)
|
Participant is discharged by Olin, upon or following a Change in Control, other than for cause and other than due to Participant's death or disability (which will be deemed to occur if Participant becomes eligible to commence immediate receipt of disability benefits under the terms of Olin's long-term disability plan); or
|
(ii)
|
A Good Reason Event occurs upon or following a Change in Control and (A) within 90 days following the occurrence of the Good Reason Event, Participant provides written notice to Olin of the occurrence of such Good Reason Event, which notice sets forth the exact nature of the event and the conduct required to cure such event, and (B) Olin does not cure such Good Reason Event within 30 days after its receipt of such notice; provided that such 30-day period to cure shall terminate in the event that Olin informs Participant that it does not intend to cure such event (such period, whether 30 days or less, the “Cure Period”), and (C) Participant terminates employment as a result of such Good Reason Event during the 45 day period that follows the Cure Period.
|
(z)
|
“Released Securities” means securities that were Restricted Securities with respect to which all applicable restrictions imposed under the terms of the relevant Award have expired, lapsed or been waived or satisfied.
|
(aa)
|
“Reorganization” means a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) Olin or (ii) any of its subsidiaries pursuant to which, in the case of this clause (ii), Olin Voting Securities are issued or issuable.
|
(bb)
|
“Restricted Securities” means Awards of Restricted Stock or other Awards under which outstanding Shares are held subject to certain restrictions.
|
(cc)
|
“Restricted Stock” means any grant of Shares, and “Restricted Stock Unit” means the grant of a right to receive Shares in the future, with such Shares or right to future delivery of Shares subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.
|
(dd)
|
“Retirement” refers to retirement (including any early retirement) pursuant to any applicable retirement plan of Olin or of an Affiliate as provided under such retirement plan and which retirement was not caused by the Participant being terminated for cause by Olin or any Affiliate.
|
(ee)
|
“Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act.
|
(ff)
|
“Sale” (when the term is capitalized) means the sale or other disposition of all or substantially all of the assets of Olin to an entity that is not an Affiliate of Olin.
|
(gg)
|
“Shares” means the common stock of Olin and such other securities or property as may become the subject of Awards pursuant to an adjustment made under Section 4(b) of the Plan.
|
(hh)
|
“Stock Appreciation Right or “SAR” means any such right granted under Section 6(b) of the Plan.
|
(ii)
|
“Surviving Entity” has the meaning set forth under the definition of Change in Control.
|
(a)
|
Powers of Committee
. The Plan shall be administered by the Committee which shall have full power and authority to: (i) designate Participants; (ii) determine the Awards to be granted to Participants; (iii) determine the number of Shares (or securities convertible into Shares) to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, substituted, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, substituted, forfeited or suspended, provided that no such action will result in repricing of Options prohibited by Section 3(e); (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and guidelines and appoint such agents as it shall deem appropriate for the administration of the Plan; and (ix) make any other determination and take any other action that it deems necessary or desirable for such administration.
|
(b)
|
Committee Discretion
. All designations, determinations, interpretations and other decisions with respect to the Plan or any Award shall be within the sole discretion of the Committee and shall be final, conclusive and binding upon all Persons, including Olin, any Affiliate, any Participants, any holder or beneficiary of any Award, any shareholder and any Employee of Olin or of any Affiliate. The Committee’s powers include the adoption of modifications, amendments, procedures, subplans and the like as are necessary to comply with provisions of the laws of other countries in which Olin or an Affiliate may operate in order to assure the viability of Awards granted under the Plan and to enable Participants employed in such other countries to receive benefits under the Plan and such laws, provided that no such action results in repricing of Options prohibited by Section 3(e).
|
(c)
|
Board Authority
. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
|
(d)
|
Delegation
. Notwithstanding any provision of the Plan to the contrary, except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate to one or more officers or managers of Olin or any Affiliate,
|
(e)
|
Prohibition on Option Repricing
. Notwithstanding any other provision of the Plan, neither the Board nor the Committee may reprice, replace or regrant any Option granted under the Plan or any other plan of Olin, (i) through cancellation and replacement or regrant with lower priced options or (ii) by lowering the Option exercise price of a previously granted Award, without the prior approval of Olin’s shareholders.
|
(a)
|
Shares Available
. Subject to adjustment as provided in Section 4(b) of the Plan:
|
(i)
|
The aggregate number of Shares available for granting Awards under the Plan shall be 3,000,000.
|
(ii)
|
For purposes of this Section 4, other than Sections 4(c)(ii) and 4(c)(iii), if any Shares covered by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, such Shares shall not be deemed to have been delivered for purposes of determining the maximum number of Shares available for delivery under the Plan.
|
(b)
|
Adjustments
. In the event of any change in the Shares by reason of stock dividends, stock splits, recapitalization, mergers, consolidations, combinations or exchanges of shares, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distributions to shareholders other than cash dividends, (i) the numbers, class and prices of Shares covered by outstanding Awards under the Plan (provided that no such adjustment shall result in repricing of Options prohibited by Section 3(e) of the Plan), (ii) the aggregate number and class of Shares available under the Plan, and (iii) the numbers and class of Shares that may be the subject of Awards pursuant to Section 4(c), shall be adjusted by the Committee, whose determination shall be conclusive.
|
(i)
|
Without limiting the foregoing, in the event of any split-up, split-off, spin-off or other distribution to shareholders of shares representing a part of Olin’s business, properties and assets, the Committee may modify an outstanding Award so that such Award shall thereafter relate to Shares of Olin and shares of capital stock of the corporation owning the business, properties and assets so split-up, split-off, spun-off or otherwise distributed to shareholders of Olin in the same ratio in which holders of the Shares became entitled to receive shares of capital stock of the corporation owning the business, properties and
|
(ii)
|
With respect to Awards of Incentive Stock Options, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422 of the Code or any successor provision thereto, unless the holder of such Award of Incentive Stock Options agrees to convert such options to Non-qualified Stock Options.
|
(iii)
|
Notwithstanding the foregoing, a Participant to whom Dividend Equivalents or dividend units have been awarded shall not be entitled to receive a special or extraordinary dividend or distribution unless the Committee shall have expressly authorized such receipt.
|
(c)
|
Additional Restrictions
. Subject to adjustment as provided in Section 4(b), the following additional maximums are imposed under the Plan:
|
(i)
|
The maximum number of Shares that may be issued for Options intended to be Incentive Stock Options shall be 900,000 Shares.
|
(ii)
|
For any Award intended to be “performance-based compensation” (as that term is used for purposes of Code Section 162(m)), no more than 550,000 Shares may be subject to Options and Stock Appreciation Rights granted to any one individual during any calendar-year period (regardless of when such Shares are deliverable).
|
(iii)
|
For any Award intended to be “performance-based compensation” (as that term is used for purposes of Code Section 162(m)) other than an Option or Stock Appreciation Right payable in Shares, no more than 300,000 Shares plus no more than $1,775,000 may be subject to such other Awards granted to any one individual during any calendar-year period (regardless of when such Shares or cash are deliverable).
|
(iv)
|
No more than 1,425,000 Shares may be issued pursuant to Restricted Stock Awards, Restricted Stock Unit Awards and Performance Share Awards under this Plan.
|
(d)
|
No Recycling of Shares
. Except for cancelled or forfeited Shares and Shares settled in cash, the Plan is intended to restrict the “recycling” of Shares back into the Plan. This means that Shares exchanged or withheld to pay the purchase or exercise price of an Award (including Shares withheld to satisfy the exercise price of a Stock Appreciation Right settled in stock) or to satisfy tax withholding obligations count against the numerical limits of the Plan.
|
(a)
|
Options
. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine:
|
(i)
|
Exercise Price
. The per Share exercise price shall be determined by the Committee, provided that such exercise price shall not be less than the Fair Market Value of a Share on the date of the Option grant.
|
(ii)
|
Option Term
. The term of each Option shall be fixed by the Committee, provided that in no event shall the term of an Option be more than a period of ten years from the date of its grant.
|
(iii)
|
Exercise
. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which payment of the exercise price with respect thereto may be made.
|
(iv)
|
Incentive Stock Options
. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Without limiting the preceding sentence, the aggregate Fair Market Value (determined at the time an Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and any other plan of the Participant’s employer corporation and its parent and subsidiary corporations providing for Options) shall not exceed such dollar limitation as shall be applicable to Incentive Stock Options under Section 422 of the Code or a successor provision.
|
(v)
|
Termination of Employment Without Cause/With Olin Consent
. In the event the employment of a Participant to whom an Option has been granted under the Plan shall be terminated by Olin or an Affiliate without cause or by the Participant with the consent of Olin or an Affiliate, such Option may be exercised (to the extent of the number of shares that the Participant was entitled to purchase under such Option at the termination of employment) at any time within three months after such termination (which three-month period may be extended by the Committee), but in no event shall such three-month period or any such extension permit the exercise of an Option after
|
(vi)
|
Termination for Cause or Without Consent
. Upon termination of such Participant’s employment either (a) for cause, or (b) voluntarily on the part of the Participant and without the written consent of Olin or an Affiliate, any Awards held by him or her under the Plan, to the extent not exercised or paid, shall terminate immediately.
|
(vii)
|
Termination due to Retirement
. In the event the employment of a Participant to whom an Option has been granted under the Plan shall be terminated due to “retirement”, such Option may be exercised (to the extent of the number of shares that the Participant was entitled to purchase under such Option at the termination of employment) at any time until the expiration date of the Option; provided, however, that such exercise period may be shortened by the Committee in its discretion at the time of termination. For these purposes, “retirement” refers to retirement ( including any early retirement) pursuant to any applicable retirement plan of Olin or of an Affiliate as provided under such retirement plan and which retirement was not caused by the Participant being terminated for cause by Olin or any Affiliate.
|
(viii)
|
Death
. If a Participant to whom an Option has been granted shall die while an Employee, such Option may be exercised by the Participant’s executors, administrators, personal representatives or distributees or permitted transferees at any time within a period of one year after the Participant’s death (which period may be extended by the Committee), regardless of whether or not such Option had vested at the time of death. If a Participant to whom an Option has been granted shall die after his or her employment has terminated but while the Option remains exercisable, the Option may be exercised by the persons described above at any time within the longer of (a) the period that the Participant could have exercised the Option had he or she not died, or (b) one year after the date of death (which period may be extended by the Committee), but only to the extent the Option was exercisable at the time of the Participant’s death.
|
(ix)
|
Disability
. If a Participant to whom an Option has been granted shall become totally and permanently disabled, as that term is defined in Section 22(e)(3) of the Code (or a successor provision), and the Participant’s employment is terminated as a result, such option may be exercised by the Participant or permitted transferee within one year after the date of termination of employment, to the extent that the Option was exercisable at the time of termination of employment.
|
(b)
|
Stock Appreciation Rights
. The Committee is authorized to grant Stock Appreciation Rights to Participants which may but need not relate to a specific Option granted
|
(c)
|
Other Stock Awards
.
|
(i)
|
Issuance
. The Committee is authorized to grant Awards of Restricted Stock, Restricted Stock Units and Performance Shares to Participants.
|
(ii)
|
Dividends and Dividend Equivalents
. An Award (including without limitation an Option or Stock Appreciation Right) may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award (both before and after the Shares subject to the Award are earned, vested, or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Shares as determined by the Committee; provided, however that, no dividend payments or dividend equivalent payments shall be provided, permitted or credited to the extent that such payments would cause an Option or Stock Appreciation Right to be subject to Code Section 409A. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares, may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Share equivalents.
|
(iii)
|
Restrictions
. Any such Award shall be subject to such conditions, restrictions and contingencies as the Committee may impose (including, without limitation, any limitation on the right to vote Restricted Stock or the right to receive any dividend or other right or property), which may lapse separately or in combination at such time or times, as the Committee may deem appropriate, provided that in order for a Participant to vest in Awards of Restricted Stock, the Participant must remain in the employ of Olin or an Affiliate for a period of not less than one (1) year after the grant of a Restricted Stock Award that includes one or more performance criteria, and not less than three (3) years after the grant of a Restricted Stock Award that does not include one or more performance criteria, in each case subject to Section 9
|
(iv)
|
Forfeiture
. Except as otherwise determined by the Committee, upon termination of employment for any reason during the applicable restriction period, all Shares of Restricted Stock still subject to restriction shall be forfeited and reacquired by Olin.
|
(v)
|
Performance-Based Awards
. The Committee may designate whether any such Awards being granted to a Participant is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any Award so designated shall be conditioned on the achievement of one or more performance measures. Performance measures that may be used by the Committee for such purpose shall be based on one or more of the following criteria, on an absolute or a relative basis:
|
(A)
|
cash flow,
|
(B)
|
earnings per share,
|
(C)
|
EBITDA,
|
(D)
|
Economic Value Added/EVA
®
,
|
(E)
|
net income,
|
(F)
|
operating profit,
|
(G)
|
pre-tax profit,
|
(H)
|
return on capital,
|
(I)
|
return on equity,
|
(J)
|
return on net assets,
|
(K)
|
revenues, and
|
(L)
|
total shareholder return.
|
(d)
|
Forms of Payment Under Awards
. Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by Olin or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards, or other property or any combination thereof, and may be made in a single payment or transfer, in each case in accordance with rules and procedures established by the Committee and in accordance with Code Section 409A
|
(i)
|
Subject to the following provisions of this subsection the full exercise price for Shares purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described below, payment may be made as soon as practicable after the exercise).
|
(ii)
|
The exercise price shall be payable in cash or by tendering, by either actual delivery of Shares or by attestation, Shares acceptable to the Committee, which Shares were either acquired at least six months before the exercise date or purchased on the open market, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee.
|
(iii)
|
The Committee may permit a Participant to elect to pay the exercise price upon the exercise of an Option by irrevocably authorizing a third party to sell Shares (or a sufficient portion of the Shares) acquired upon exercise of an Option and remit to Olin a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise.
|
(e)
|
Limits on Transfer of Awards
. No Award (other than Released Securities) or right thereunder shall be assignable or transferable by a Participant, other than:
|
(i)
|
by will or the laws of descent and distribution (or, in the case of an Award of Restricted Securities, to Olin); or
|
(ii)
|
in the case of Awards other than Incentive Stock Options, to the extent permitted under the terms of the Award, by a gift or domestic relations order to any Family Member, to a trust in which the Participant and/or his or her Family Members hold more than 50% of the beneficial interest, to a foundation in which the Participant and/or Family Members control the management of assets, and any other entity in which the Participant and/or his or her Family Members own more than 50% of the voting interests.
|
(f)
|
General
.
|
(i)
|
No Cash Consideration for Awards
. Participants shall not be required to make any cash payment for the granting of an Award except for such minimum consideration as may be required by applicable law.
|
(ii)
|
Awards May Be Granted Separately or Together
. Awards may be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award or benefit granted under any other plan or arrangement of Olin or any Affiliate, or as payment for or to assure payment of an award or benefit granted under any such other such plan or arrangement, provided that the purchase or exercise price under an Option or other Award encompassing the right to purchase Shares shall not be reduced by the cancellation of such Award and the substitution of another Award. Awards so granted may be granted either at the same time as or at a different time from the grant of such other Awards or awards or benefits.
|
(iii)
|
General Restrictions
. Delivery of Shares or other amounts under the Plan shall be subject to the following:
|
(A)
|
Notwithstanding any other provision of the Plan, Olin shall have no liability to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.
|
(B)
|
To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
|
(iv)
|
Agreement with Olin
. An Award under the Plan shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant may be reflected in such form of written document as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need not, require the Participant to sign a copy of such document (an “Award Agreement” regardless of whether any Participant signature is required).
|
(v)
|
Beneficiary
. A Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries with respect to any Award to exercise the rights of the Participant, and to receive any property distributable, upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant or a permitted transferee, or, if permissible under applicable law by the Participant’s guardian or legal representative.
|
(vi)
|
No Lien or Security Interest
. No Award (other than Released Securities), and no right under any such Award, may be pledged, attached or otherwise
|
(vii)
|
No Rights to Awards
. No Employee, Participant or other Person shall have any claim to be granted an Award, and there is no obligation for uniformity of treatment of Employees, Participants or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument accepting the Award required by the Committee and delivered a fully executed copy thereof to Olin, and otherwise complied with the then applicable terms and conditions.
|
(viii)
|
Withholding
. All distributions under the Plan are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other benefits under the Plan to a Participant are conditioned on satisfaction of the applicable withholding requirements. The Committee, in its discretion, and subject to such requirements as the Committee may impose prior to the occurrence of such withholding, may permit such withholding obligations to be satisfied through cash payment by the Participant, through the surrender of Shares which the Participant already owns, or through the surrender of Shares to which the Participant is otherwise entitled under the Plan.
|
(ix)
|
Other Compensation Arrangements
. Nothing contained in the Plan shall prevent Olin or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
|
(x)
|
No Right to Employment
. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of Olin or any Affiliate. Nothing in the Plan or any Award Agreement shall limit the right of Olin or an Affiliate at any time to dismiss a Participant from employment, free from any liability or any claim under the Plan or the Award Agreement.
|
(xi)
|
Governing Law
. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Missouri, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan or any Award Agreement to the substantive law of another jurisdiction.
|
(xii)
|
Severability
. If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable, or as to any Person or Award, or would disqualify the Plan or any Award, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such Person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
|
(xiii)
|
No Trust or Fund Created
. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between Olin or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from Olin or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of Olin or any Affiliate.
|
(xiv)
|
No Fractional Shares
. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
|
(xv)
|
Share Certificates
. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
(xvi)
|
Conflict with Plan
. In the event of any inconsistency or conflict between the terms of the Plan and an Award Agreement, the terms of the Plan shall govern.
|
(g)
|
Agreement to Service
. Each Participant receiving an Award shall, by accepting the Award, agree that he or she will, during employment, devote his or her entire time, energy and skill to the service of Olin and the promotion of its interests, subject to vacations, sick leave and other absences in accordance with the regular policies of, or other reasons satisfactory to, Olin and its Affiliates.
|
(a)
|
Amendments to the Plan
. The Board or the Committee may amend, suspend, discontinue or terminate the Plan, including, without limitation, any amendment, suspension, discontinuation or termination that would impair the rights of any
|
(i)
|
increase the total number of Shares available for Awards under the Plan or the total number of Shares subject to one or more categories of Awards pursuant to Section 4(c), in either case except as provided in Section 4(b);
|
(ii)
|
reduce the minimum Option exercise price, except as provided in Section 4(b); or
|
(iii)
|
permit repricing of Options prohibited by Section 3(e); and
|
(b)
|
Amendments to Awards
. The Committee may waive any conditions or rights with respect to, or amend, alter, suspend, discontinue, or terminate, any unexercised Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided that no amendment, alteration, suspension, discontinuation or termination of an Award that would impair the rights of such Participant, holder or beneficiary shall be made after a Change in Control; provided further that the Committee may not increase the payment of any Award granted any Participant.
|
(c)
|
Adjustments of Awards Upon Certain Acquisitions
. In the event Olin or any Affiliate shall assume outstanding employee awards or the right or obligation to make future such awards in connection with the acquisition of another business or another Person, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate.
|
(d)
|
Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events
. The Committee may make adjustments in the terms and conditions of Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting Olin, any Affiliate, or the financial statements of Olin or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits to be made available under the Plan.
|
(e)
|
409A Compliance
. To the extent any provision of the Plan (or any Award) or action by the Board or Committee would subject any Participant to liability for interest or additional taxes under Code Section 409A(a)(1)(B), it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. It is intended that the Plan (and any Award) will comply with Code Section 409A, and the Plan (and any Award) shall be interpreted and construed on a basis consistent with such intent. The Plan (and any 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 Plan benefits or Awards. 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 Plan (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.
|
(a)
|
The Committee may cancel any unexpired, unpaid or deferred Awards if at any time the Participant is not in compliance with all applicable provisions of the Award Agreement, the Plan and the following conditions:
|
(i)
|
A Participant shall not render services for any Person or engage, directly or indirectly, in any business which, in the judgment of the Committee is or becomes competitive with Olin or any Affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any Affiliate. Such judgment shall be based on the Participant’s positions and responsibilities while employed by Olin or an Affiliate, the Participant’s post-employment responsibilities and position with the other Person or business, the extent of past, current and potential competition or conflict between Olin or an Affiliate and the other Person or business, the effect on customers, suppliers and competitors of the Participant’s assuming the post-employment position, the guidelines established in any ethical or business conduct standards of Olin then in effect, and such other considerations as are deemed relevant given the applicable facts and circumstances. The Participant shall be free, however, to purchase as an investment or otherwise, stock or other securities of such Person or business so long as they are listed upon a recognized securities exchange or traded over the counter, and such investment does not represent a substantial investment to the Participant or a greater than 1% equity interest in the organization or business.
|
(ii)
|
Participant shall not, without prior written authorization from Olin, disclose to anyone outside Olin, or use in other than Olin’s business, any secret or
|
(iii)
|
A Participant, pursuant to his or her agreement with Olin or an Affiliate, shall disclose promptly and assign to Olin or the Affiliate all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by Olin or the Affiliate, relating in any manner to the actual or anticipated business, research or development work of Olin or the Affiliate and shall do anything reasonably necessary to enable Olin or the Affiliate to secure a patent where appropriate in the United States and in foreign countries.
|
(b)
|
Notwithstanding any other provision of the Plan, the Committee in its sole discretion may cancel any Award at any time prior to the exercise thereof, if the employment of the Participant shall be terminated, other than by reason of death, unless the conditions in this Section 8 are met.
|
(c)
|
Failure to comply with the conditions of this Section 8 prior to, or during the six months after, any exercise, payment or delivery pursuant to an Award shall cause the exercise, payment or delivery to be rescinded. Olin shall notify the Participant in writing of any such rescission within two years after such exercise payment or delivery and within 10 days after receiving such notice, the Participant shall pay to Olin the amount of any gain realized or payment received as a result of the exercise, payment or delivery rescinded. Such payment shall be made either in cash or by returning to Olin the number of Shares that the Participant received in connection with the rescinded exercise, payment or delivery.
|
(d)
|
Upon exercise, payment or delivery pursuant to an Award, the Committee may require the Participant to acknowledge the terms and conditions of the Plan and to certify on a form acceptable to the Committee, that he or she is in compliance with the terms and conditions of the Plan.
|
(e)
|
Nothing herein shall be interpreted to limit the obligations of a Participant under his or her employment agreement or any other agreement with Olin
|
(a)
|
Notwithstanding any provision to the contrary in this Plan or any applicable Award Agreement and except as otherwise provided in this Section 9, all outstanding Options, Restricted Stock and other equity Awards held by Participant (other than any Performance Shares), regardless of whether granted before, at or after the Change in Control, shall not automatically become fully vested and immediately exercisable and, instead, each such Award shall continue to vest in accordance with its terms following a Change in Control.
|
(b)
|
Except as the Board or the Committee may expressly provide otherwise prior to a Change in Control, in the event of a Qualifying Termination upon or following a Change in Control:
|
(i)
|
all Options and Stock Appreciation Rights then outstanding shall become immediately and fully exercisable, notwithstanding any provision therein for the exercise in installments; and
|
(ii)
|
all restrictions and conditions of all Restricted Stock then outstanding shall be deemed satisfied as of the date of the Qualifying Termination.
|
(c)
|
Notwithstanding anything in this Plan to the contrary, all Performance Shares held by the Participant on the date of the Change in Control shall become vested and deemed earned or satisfied in full, notwithstanding that the applicable performance cycle, retention cycle or restriction conditions shall not have been completed or met. Such Performance Shares shall be paid, cash units in cash and phantom stock units in the Shares represented thereby or such other securities, property or cash as may be deliverable in respect of Shares as a result of a Change in Control, to the Participant no later than ten (10) business days following such Change in Control.
|
(d)
|
In the event that a Participant participates or agrees to participate by loan or equity investment (other than through ownership of less than 1% of publicly traded securities of another company) in a transaction which would result in an event described in subsections (i) or (ii) of the definition of Change in Control, Participant must promptly disclose such participation or agreement to Olin, and such transaction will not be considered a Change in Control with respect to Participant for the purposes of this Plan.
|
(e)
|
Following a Change in Control, no action shall be taken under the Plan that will cause any Award that has previously been determined to be (or is determined to be) subject to Code Section 409A to fail to comply in any respect with Code Section 409A without the written consent of Participant.
|
(a)
|
“Affiliate” means any corporation, partnership, joint venture or other entity during any period in which Olin owns, directly or indirectly, at least 50% of the total voting or profits interest.
|
(b)
|
“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Share, Other Stock-Based Award or Dividend Equivalent granted under the Plan.
|
(c)
|
“Award Agreement” means any written or electronic agreement or other instrument or document evidencing an Award granted under the Plan, regardless of whether a Participant signature is required.
|
(d)
|
“Board” means the Board of Directors of Olin, or if applicable following a Change in Control (described in Section 2(e)(iii)), the board of directors (or similar governing body in the case of an entity other than a corporation) of the Parent Entity (as defined in Section 2(e)(iii)) or, if there is no Parent Entity, the Surviving Entity (as defined in Section 2(e)(iii)).
|
(i)
|
the Incumbent Directors cease for any reason to constitute at least a majority of the Board; or
|
(ii)
|
any Person is or becomes a “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Olin representing 20% or more of the combined voting power of the Olin Voting Securities; provided, however, that the event described in this subsection (ii) shall not be deemed to be a Change in Control if such event results from any of the following: (A) the acquisition of Olin Voting Securities by Olin or any of its subsidiaries, (B) the acquisition of Olin Voting Securities directly from Olin, (C) the acquisition of Olin Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by Olin or any of its subsidiaries, (D) the acquisition of Olin Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, (E) the acquisition of Olin Voting Securities pursuant to a Non-Qualifying Transaction (as defined in Section 2(e)(iii)), or (F) the acquisition of Olin Voting Securities by Participant or any Group of Persons including Participant (or any entity controlled by Participant or any Group of Persons including Participant); or
|
(iii)
|
the consummation of a Reorganization or a Sale, unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (x) Olin (or, if Olin ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of Olin (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Olin Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) with ownership of such Olin Voting Securities (or, if applicable, shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) continuing in substantially the same proportions as the ownership of Olin Voting Securities immediately prior to consummation of such Reorganization or Sale (excluding any outstanding voting securities of the Surviving Entity or Parent Entity that are held immediately following the consummation of such Reorganization or Sale as a result of ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than Olin or any of its subsidiaries), (2) no Person (other than any employee benefit plan (or related trust) sponsored or maintained by Olin, the Surviving Entity, or the Parent Entity), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power (in respect of the election of directors, or similar
|
(iv)
|
the stockholders of Olin approve a plan of complete liquidation or dissolution of Olin.
|
(f)
|
“Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the Code shall include reference to any successor provision of the Code.
|
(g)
|
“Committee” means a committee of the Board designated by the Board to administer the Plan, each member of which is (i) “independent” under the New York Stock Exchange listing criteria, (ii) an “outside director” for purposes of Section 162(m) of the Code and (iii) a “non-employee director” for the purpose of Rule 16b-3, and,
|
(i)
|
“Effective Date” means the date this Plan as amended and restated is approved by the Committee.
|
(j)
|
“Employee” means any employee of Olin or of an Affiliate designated as such on the applicable payroll records, regardless of whether an individual is subsequently retroactively reclassified as a common law employee of Olin or an Affiliate during the applicable period.
|
(l)
|
“Fair Market Value” means, (i) with respect to shares of Olin common stock, a price that is based on the opening, closing, actual, high, low, average or mean selling prices of such common stock on the New York Stock Exchange as of the relevant date, or the last preceding trading date or the next succeeding trading date, if such Shares were not traded on such date, or an average of trading days, as determined by the Committee in its discretion; however, unless the Committee determines otherwise, Fair Market Value with respect to shares of Olin common stock shall mean the closing price at which such common stock was last sold on the New York Stock Exchange as of the relevant date, or the last preceding trading date, if such Shares were not traded on such date, and, (ii) with respect to any other property (including, without limitation, securities other than Shares), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
|
(m)
|
“Family Member” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationship, or any person sharing the Participant’s household, other than a tenant or employee.
|
(i)
|
Olin (A) requires Participant to relocate Participant’s principal place of employment by more than fifty (50) miles from the location in effect immediately prior to the Change in Control and such relocation increases the commuting distance, on a daily basis, between Participant’s residence at the time of relocation and principal place of employment; or (B) requires Participant to travel on business to a substantially greater extent than, and inconsistent with, Participant’s travel requirements prior to the Change in Control (taking into account the number and/or duration (both with respect
|
(ii)
|
Olin reduces Participant’s base salary or fails to increase Participant’s base salary on a basis consistent (as to frequency and amount) with Olin’s salary system for Participant officers as in effect immediately prior to the Change in Control;
|
(iii)
|
Olin fails to substantially maintain its health, welfare, and retirement benefit plans as in effect immediately prior to the Change in Control, unless arrangements (embodied in an on-going substitute or alternative plan) are then in effect to provide benefits that are substantially similar to those in effect immediately prior to the Change in Control; or
|
(iv)
|
(A) Participant is assigned any duties inconsistent in any adverse respect with Participant’s position (including status, offices, titles and reporting lines), authority, duties or responsibilities immediately prior to the Change in Control or (B) Olin takes any action that results in a diminution in such position (including status, offices, titles and reporting lines), authority, duties or responsibilities or in a substantial reduction in any of the resources available to carry out any of Participant’s authorities, duties or responsibilities from those resources available immediately prior to the Change in Control.
|
(o)
|
“Group” means Persons acting together for the purpose of acquiring Olin stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Olin. If a Person owns stock in both Olin and another corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such Person is considered to be part of a Group only with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.
|
(p)
|
“Incentive Stock Option” means an option to purchase Shares granted under the Plan that is intended to meet the requirements of Section 422 of the Code.
|
(q)
|
“Incumbent Directors” means those individuals who, on the Effective Date, constitute the Board; provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of Olin pursuant to an actual or threatened election contest with respect to directors or pursuant to any
|
(r)
|
“Non-Qualified Stock Option” means an option to purchase Shares granted under the Plan that is not intended to be (or does not meet the requirements of) an Incentive Stock Option.
|
(s)
|
“Non-Qualifying Transaction” has the meaning set forth in the definition of Change in Control.
|
(u)
|
“Olin Voting Securities” means Olin’s then outstanding securities eligible to vote for the election of the Board.
|
(w)
|
“Other Stock-Based Awards” means other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares).
|
(x)
|
“Parent Entity” has the meaning set forth under the definition of Change in Control.
|
(y)
|
“Participant” means an Employee granted an Award under the Plan.
|
(z)
|
“Performance-Based Compensation” shall have the meaning as that term is used for purposes of Code Section 162(m).
|
(aa)
|
“Performance Share” means any grant of a right to receive Shares which is contingent on the achievement of performance or other objectives during a specified period.
|
(bb)
|
“Person” has the meaning of such term in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
|
(cc)
|
“Plan” means this Amended and Restated Olin Corporation 2009 Long Term Incentive Plan.
|
(dd)
|
“Qualifying Termination” means:
|
(i)
|
Participant is discharged by Olin, upon or following a Change in Control, other than for cause and other than due to Participant’s death or disability (which will be deemed to occur if Participant becomes eligible to commence immediate receipt of disability benefits under the terms of Olin’s long-term disability plan); or
|
(ii)
|
A Good Reason Event occurs upon or following a Change in Control and (A) within 90 days following the occurrence of the Good Reason Event, Participant provides written notice to Olin of the occurrence of such Good Reason Event, which notice sets forth the exact nature of the event and the conduct required to cure such event, and (B) Olin does not cure such Good Reason Event within 30 days after its receipt of such notice; provided that such 30-day period to cure shall terminate in the event that Olin informs Participant that it does not intend to cure such event (such period, whether 30 days or less, the “Cure Period”), and (C) Participant terminates employment as a result of such Good Reason Event during the 45 day period that follows the Cure Period.
|
(ee)
|
“Released Securities” means securities that were Restricted Securities with respect to which all applicable restrictions imposed under the terms of the relevant Award have expired, lapsed or been waived or satisfied.
|
(ff)
|
“Reorganization” means a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) Olin or (ii) any of its subsidiaries pursuant to which, in the case of this clause (ii), Olin Voting Securities are issued or issuable.
|
(gg)
|
“Restricted Securities” means Awards of Restricted Stock or other Awards under which outstanding Shares are held subject to certain restrictions.
|
(hh)
|
“Restricted Stock” means any grant of Shares subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of one or more goals related to completion of service by the Participant, or achievement of performance or other objectives, as determined by the Committee.
|
(ii)
|
“Restricted Stock Unit” means the grant of a contractual right to receive a stated number of Shares in the future, or, if provided by the Committee on the Grant Date, cash equal to the Fair Market Value of such Shares, under the Plan at the end of a specified period of time or upon the occurrence of a specified event.
|
(jj)
|
“Retirement” refers to retirement (including any early retirement) pursuant to any applicable retirement plan of Olin or of an Affiliate as provided under such retirement plan and which retirement was not caused by the Participant being terminated for cause by Olin or any Affiliate.
|
(kk)
|
“Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act.
|
(ll)
|
“Sale” (when the term is capitalized) means the sale or other disposition of all or substantially all of the assets of Olin to an entity that is not an Affiliate of Olin.
|
(mm)
|
“Shares” means the common stock of Olin and such other securities or property as may become the subject of Awards pursuant to an adjustment made under Section 4(b) of the Plan.
|
(nn)
|
“Stock Appreciation Right” or “SAR” means any such right granted under Section 6(b) of the Plan.
|
(oo)
|
“Surviving Entity” has the meaning set forth under the definition of Change in Control.
|
(a)
|
Powers of Committee
. The Plan shall be administered by the Committee which shall have full and exclusive discretionary power to interpret the terms and conditions of the Plan and any Award Agreement or other agreement or document ancillary to or in connection with the Plan, to determine eligibility for Awards and to adopt such rules, regulations, forms, instruments and guidelines for administering this Plan as the Committee may deem necessary or proper. Without limiting such authority, the Committee may: (i) designate Participants; (ii) determine the Awards to be granted to Participants; (iii) determine the number of Shares (or securities convertible into Shares) to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities, other Awards, or other property, or canceled, substituted, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, substituted, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other securities, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and guidelines and appoint such agents as it shall deem appropriate for the administration of the Plan; and (ix) make any other determination and take any other action that it deems necessary or desirable for such administration.
|
(b)
|
Committee Discretion
. All designations, determinations, interpretations and other decisions with respect to the Plan or any Award shall be within the sole discretion of the Committee and shall be final, conclusive and binding upon all Persons, including Olin, any Affiliate, any Participants, any holder or beneficiary of any Award, any shareholder and any Employee of Olin or of any Affiliate. The Committee’s powers include the adoption of modifications, amendments, procedures, subplans and the like as are necessary to comply with provisions of the laws of other countries in which Olin or an Affiliate may operate in order to assure the viability of Awards granted under the Plan and to enable Participants employed in such other countries to receive benefits under the Plan and such laws.
|
(c)
|
Board Authority
. If the Committee does not exist, or for any other reason determined by the Board, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
|
(d)
|
Delegation
. Notwithstanding any provision of the Plan to the contrary, except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may delegate to one or more officers or managers of Olin or any Affiliate, or a committee of such officers or managers, the authority, subject to such terms and limitations as the Committee shall determine, to grant Awards to, or to cancel, modify, waive rights or conditions with respect to, alter, discontinue, suspend, or terminate Awards held by, Employees who are not officers or directors of Olin for purposes
|
(e)
|
Prohibition on Option Repricing
. Except in connection with a corporate transaction involving Olin (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the terms of outstanding awards may not be amended to reduce the exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash, other Awards or Options or SARs with an exercise price that is less than the exercise price of the original Option or SAR without shareholder approval. Any such adjustment shall be made in accordance with Treasury Regulation Section 1.409A-1(b)(5)(v).
|
(a)
|
Shares Available
. Subject to adjustment as provided in Section 4(b) of the Plan, the aggregate number of Shares available for granting Awards under the Plan shall be 3,000,000.
|
(b)
|
Adjustments
. In the event of any change in the Shares by reason of an event or transaction described in Section 3(e) of the Plan, (i) the numbers, class and prices of Shares covered by outstanding Awards under the Plan, (ii) the aggregate number and class of Shares available under the Plan, and (iii) the numbers and class of Shares that may be the subject of Awards pursuant to Section 4(c), shall be adjusted by the Committee, whose determination shall be conclusive.
|
(i)
|
Without limiting the foregoing, in the event of any split-up, split-off, spin-off or other distribution to shareholders of shares representing a part of Olin’s business, properties and assets, the Committee may modify an outstanding Award so that such Award shall thereafter relate to Shares of Olin and shares of capital stock of the corporation owning the business, properties and assets so split-up, split-off, spun-off or otherwise distributed to shareholders of Olin in the same ratio in which holders of the Shares became entitled to receive shares of capital stock of the corporation owning the business, properties and assets so split-up, split-off or spun-off or otherwise distributed.
|
(ii)
|
With respect to Awards of Incentive Stock Options, no such adjustment shall be authorized to the extent that such authority would cause the Plan to violate Section 422 of the Code or any successor provision thereto, unless the holder of such Award of Incentive Stock Options agrees to convert such options to Non-qualified Stock Options.
|
(iii)
|
Notwithstanding the foregoing, a Participant to whom Dividend Equivalents or dividend units have been awarded shall not be entitled to receive a special
|
(c)
|
Additional Restrictions
. Subject to adjustment as provided in Section 4(b), the maximum number of Shares subject to various types of Awards under the Plan shall be as set forth below:
|
Maximum Number of Shares Subject to:
|
Maximum Number of Shares
|
Total Incentive Stock Options
|
3,000,000
|
All Restricted Stock, Restricted Stock Units, Performance Shares and Other Stock-Based Awards granted
|
1,500,000
|
Options granted to a single Participant in any calendar year
|
500,000
|
SARs granted to a single Participant in any calendar year
|
500,000
|
Restricted Stock and Restricted Stock Units granted to a single Participant in any calendar year
|
500,000
|
Performance Shares granted to a single Participant in any calendar year
|
500,000
|
Other Stock-Based Awards granted to a single Participant in any calendar year
|
500,000
|
(d)
|
No Recycling of Shares
. Except for cancelled or forfeited Shares and Shares settled in cash, the Plan is intended to restrict the “recycling” of Shares back into the Plan. The full number of Shares underlying an Award (other than Awards payable, by their terms, only in cash) shall count against the numerical limits of the Plan. Shares exchanged or withheld to pay the purchase or exercise price of an Award or to satisfy tax withholding obligations count against the numerical limits of the Plan.
|
(a)
|
Options
. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine:
|
(i)
|
Exercise Price
. The per Share exercise price shall be determined by the Committee, provided that such exercise price shall not be less than the Fair Market Value of a Share on the date of the Option grant.
|
(ii)
|
Option Term
. The term of each Option shall be fixed by the Committee, provided that in no event shall the term of an Option be more than a period of ten years from the date of its grant.
|
(iii)
|
Exercise
. The Committee shall determine the time or times at which an Option may be exercised in whole or in part, and the method or methods by which, and the form or forms in which payment of the exercise price with respect thereto may be made.
|
(iv)
|
Incentive Stock Options
. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. Without limiting the preceding sentence, the aggregate Fair Market Value (determined at the time an Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year (under the Plan and any other plan of the Participant’s employer corporation and its parent and subsidiary corporations providing for Options) shall not exceed such dollar limitation as shall be applicable to Incentive Stock Options under Section 422 of the Code or a successor provision.
|
(v)
|
Termination of Employment Without Cause/With Olin Consent
. Unless otherwise specified in the applicable Award Agreement or policies adopted by the Compensation Committee, in the event the employment of a Participant to whom an Option has been granted under the Plan shall be terminated by Olin or an Affiliate without cause or by the Participant with the consent of Olin or an Affiliate, such Option may be exercised (to the extent of the number of shares that the Participant was entitled to purchase under such Option at the termination of employment) at any time within three months after such termination (which three-month period may be extended by the Committee), but in no event shall such three-month period or any such extension permit the exercise of an Option after the expiration date of the Option. Options granted under the Plan shall not be affected by any change of duties or position so long as the Participant continues to be an Employee.
|
(vi)
|
Termination for Cause or Without Consent
. Unless otherwise specified in the applicable Award Agreement or policies adopted by the Compensation
|
(vii)
|
Termination due to Retirement.
Unless otherwise specified in the applicable Award Agreement or policies adopted by the Compensation Committee, in the event the employment of a Participant to whom an Option has been granted under the Plan shall be terminated due to Retirement, such Option may be exercised (to the extent of the number of shares that the Participant was entitled to purchase under such Option at the termination of employment) at any time until the expiration date of the Option; provided, however, that such exercise period may be shortened by the Committee in its discretion at the time of termination.
|
(viii)
|
Death
. Unless otherwise specified in the applicable Award Agreement or policies adopted by the Compensation Committee, if a Participant to whom an Option has been granted shall die while an Employee, such Option may be exercised by the Participant’s executors, administrators, personal representatives or distributees or permitted transferees at any time within a period of one year after the Participant’s death (which period may be extended by the Committee), regardless of whether or not such Option had vested at the time of death. If a Participant to whom an Option has been granted shall die after his or her employment has terminated but while the Option remains exercisable, the Option may be exercised by the persons described above at any time within the longer of (a) the period that the Participant could have exercised the Option had he or she not died, or (b) one year after the date of death (which period may be extended by the Committee), but only to the extent the Option was exercisable at the time of the Participant’s death.
|
(ix)
|
Disability
. Unless otherwise specified in the applicable Award Agreement or policies adopted by the Compensation Committee, if a Participant to whom an Option has been granted shall become totally and permanently disabled, as that term is defined in Section 22(e)(3) of the Code (or a successor provision), and the Participant’s employment is terminated as a result, such option may be exercised by the Participant or permitted transferee within one year after the date of termination of employment, to the extent that the Option was exercisable at the time of termination of employment.
|
(b)
|
Stock Appreciation Rights
. The Committee is authorized to grant Stock Appreciation Rights to Participants which may, but need not, relate to a specific Option granted under the Plan. Subject to the terms of the Plan and any applicable Award Agreement, each Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, up to the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the exercise price of the right as
|
(c)
|
Other Awards
.
|
(i)
|
Issuance
. The Committee is authorized to grant Awards of Restricted Stock, Restricted Stock Units and Performance Shares to Participants. The Committee may make such Other Stock-Based Awards in such amounts and subject to such terms and conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
|
(ii)
|
Dividends and Dividend Equivalents
. An Award (other than unvested Options, Performance Shares or Stock Appreciation Rights) may provide the Participant with the right to receive dividend payments or dividend equivalent payments with respect to Shares subject to the Award (both before and after the Shares subject to the Award are earned, vested, or acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Shares as determined by the Committee; provided, however, that no dividend payments or dividend equivalent payments shall be provided, permitted or credited to the extent that such payments would cause a Restricted Stock Unit or Stock Appreciation Right to be subject to Code Section 409A. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares, may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Share equivalents.
|
(iii)
|
Restrictions
. Any such Award shall be subject to such conditions, restrictions and contingencies as the Committee may impose (including, without limitation, any limitation on the right to vote Restricted Stock or the right to receive any dividend or other right or property), which may lapse separately or in combination at such time or times, as the Committee may deem appropriate, provided that in order for a Participant to vest in Awards of Restricted Stock or Restricted Stock Units, the Participant must remain in the employ of Olin or an Affiliate for a period of not less than one (1) year after the grant of Restricted Stock or Restricted Stock Units that includes one
|
(iv)
|
Forfeiture
. Except as otherwise determined by the Committee or as specified in the relevant Award Agreement, upon termination of employment for any reason during the applicable restriction period, all Shares of Restricted Stock still subject to restriction shall be forfeited and reacquired by Olin.
|
(v)
|
Performance-Based Awards
. The Committee may designate whether any such Awards being granted to a Participant are intended to be Performance-Based Compensation. Any Award so designated shall be conditioned on the achievement of one or more performance measures. Performance measures that may be used by the Committee for such purpose shall be based on one or more of the following criteria, on an absolute or a relative basis:
|
(A)
|
cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment),
|
(B)
|
earnings per share,
|
(C)
|
EBITDA,
|
(D)
|
Economic Value Added/EVA
ࣨ
,
|
(E)
|
net income or net earnings (before or after taxes),
|
(F)
|
net sales or revenue growth,
|
(G)
|
operating profit,
|
(H)
|
pre-tax profit,
|
(I)
|
return measures (including, but not limited to, return on assets, net assets, capital, invested capital, equity, sales or revenues),
|
(J)
|
revenues,
|
(K)
|
productivity ratios,
|
(L)
|
share price (including, but not limited to, growth measures and total shareholder return),
|
(M)
|
expense targets,
|
(N)
|
margins (including, but not limited to, gross and operating margins),
|
(O)
|
operating efficiency,
|
(P)
|
market share,
|
(Q)
|
customer satisfaction, and
|
(R)
|
working capital targets and changes in working capital.
|
(d)
|
Forms of Payment Under Awards
. Subject to the terms of the Plan and of any applicable Award Agreement, payments to be made by Olin or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards, or other property or any combination thereof, and may be made in a single payment or transfer, in each case in accordance with rules and procedures established by the Committee and in accordance with Code Section 409A to the extent applicable. Notwithstanding the foregoing, the payment of the exercise price of an Option shall be subject to the following:
|
(i)
|
Subject to the following provisions of this subsection the full exercise price for Shares purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement approved by the Committee and described below, payment may be made as soon as practicable after the exercise).
|
(ii)
|
The exercise price shall be payable in cash or by tendering, by either actual delivery of Shares or by attestation, Shares acceptable to the Committee, which Shares were either acquired at least six months before the exercise date or purchased on the open market, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee.
|
(iii)
|
The Committee may permit a Participant to elect to pay the exercise price upon the exercise of an Option by irrevocably authorizing a third party to sell Shares (or a sufficient portion of the Shares) acquired upon exercise of an Option and remit to Olin a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise.
|
(e)
|
Limits on Transfer of Awards
. No Award (other than Released Securities) or right thereunder shall be assignable or transferable by a Participant, other than:
|
(i)
|
by will or the laws of descent and distribution (or, in the case of an Award of Restricted Securities, to Olin); or
|
(ii)
|
in the case of Awards other than Incentive Stock Options, to the extent permitted under the terms of the Award, by a gift or domestic relations order to any Family Member, to a trust in which the Participant and/or his or her Family Members hold more than 50% of the beneficial interest, to a foundation in which the Participant and/or Family Members control the
|
(i)
|
No Cash Consideration for Awards
. Participants shall not be required to make any cash payment for the granting of an Award except for such minimum consideration as may be required by applicable law.
|
(ii)
|
Awards May Be Granted Separately or Together
. Awards may be granted either alone or in addition to, in tandem with, or in substitution for any other Award or any award or benefit granted under any other plan or arrangement of Olin or any Affiliate, or as payment for or to assure payment of an award or benefit granted under any such other such plan or arrangement, provided that the purchase or exercise price under an Option or other Award encompassing the right to purchase Shares shall not be reduced by the cancellation of such Award and the substitution of another Award. Awards so granted may be granted either at the same time as or at a different time from the grant of such other Awards or awards or benefits.
|
(iii)
|
General Restrictions
. Delivery of Shares or other amounts under the Plan shall be subject to the following:
|
(A)
|
Notwithstanding any other provision of the Plan, Olin shall have no liability to deliver any Shares under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.
|
(B)
|
To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of Shares the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
|
(iv)
|
Beneficiary
. A Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries with respect to any Award to exercise the rights of the Participant, and to receive any property distributable, upon the death of the Participant. Each Award, and each right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant
|
(v)
|
No Lien or Security Interest
. No Award (other than Released Securities), and no right under any such Award, may be pledged, attached or otherwise encumbered other than in favor of Olin, and any purported pledge, attachment, or encumbrance thereof other than in favor of Olin shall be void and unenforceable against Olin or any Affiliate.
|
(vi)
|
No Rights to Awards
. No Employee, Participant or other Person shall have any claim to be granted an Award, and there is no obligation for uniformity of treatment of Employees, Participants or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. The prospective recipient of any Award under the Plan shall not, with respect to such Award, be deemed to have become a Participant, or to have any rights with respect to such Award, until and unless such recipient shall have executed an agreement or other instrument accepting the Award required by the Committee and delivered a fully executed copy thereof to Olin, and otherwise complied with the then applicable terms and conditions.
|
(vii)
|
Withholding
. All distributions under the Plan are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other benefits under the Plan to a Participant are conditioned on satisfaction of the applicable withholding requirements. With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having Olin withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
|
(viii)
|
Other Compensation Arrangements
. Nothing contained in the Plan shall prevent Olin or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
|
(ix)
|
No Right to Employment
. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of Olin or any Affiliate. Nothing in the Plan or any Award Agreement shall limit the right
|
(x)
|
Governing Law
. The validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Missouri, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan or any Award Agreement to the substantive law of another jurisdiction.
|
(xi)
|
Severability
. If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable, or as to any Person or Award, or would disqualify the Plan or any Award, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such Person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
|
(xii)
|
No Trust or Fund Created
. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between Olin or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from Olin or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of Olin or any Affiliate.
|
(xiii)
|
No Fractional Shares
. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.
|
(xiv)
|
Share Certificates
. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
|
(xv)
|
Award Agreement
. The terms of any plan or guideline adopted by the Committee and applicable to an Award shall be deemed incorporated in and a part of the related Award Agreement. The Committee may provide for the
|
(g)
|
Agreement to Service
. Each Participant receiving an Award shall, by accepting the Award, agree that he or she will, during employment, devote his or her entire time, energy and skill to the service of Olin and the promotion of its interests, subject to vacations, sick leave and other absences in accordance with the regular policies of, or other reasons satisfactory to, Olin and its Affiliates.
|
(a)
|
Amendments to the Plan
. The Committee may amend, suspend, discontinue or terminate the Plan, including, without limitation, any amendment, suspension, discontinuation or termination that would impair the rights of any Participant, or any other holder or beneficiary of any Award theretofore granted, without the consent of any shareholder, Participant, other holder or beneficiary of an Award, or other Person; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, without the approval of the shareholders of Olin, no such amendment, suspension, discontinuation or termination shall be made that would:
|
(i)
|
increase the total number of Shares available for Awards under the Plan or the total number of Shares subject to one or more categories of Awards pursuant to Section 4(c), in either case except as provided in Section 4(b);
|
(ii)
|
reduce the minimum Option exercise price, except as provided in Section 4(b); or
|
(iii)
|
permit repricing of Options prohibited by Section 3(e); and
|
(b)
|
Amendments to Awards
. The Committee may waive any conditions or rights with respect to, or amend, alter, suspend, discontinue, or terminate, any unexercised Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided that no amendment, alteration, suspension, discontinuation or termination of an Award that would impair the rights of such Participant, holder or beneficiary shall be made after a Change in Control; provided further that the Committee may not increase the payment of any Award granted any Participant.
|
(c)
|
Adjustments of Awards Upon Certain Acquisitions
. In the event Olin or any Affiliate shall assume outstanding employee awards or the right or obligation to make future such awards in connection with the acquisition of another business or another Person, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in the terms of Awards as it shall deem appropriate.
|
(d)
|
Adjustments of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events
. The Committee may make adjustments in the terms and conditions of Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting Olin, any Affiliate, or the financial statements of Olin or any Affiliate, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits to be made available under the Plan.
|
(e)
|
409A Compliance
. To the extent any provision of the Plan (or any Award) or action by the Board or Committee would subject any Participant to liability for interest or additional taxes under Code Section 409A(a)(1)(B), it will be deemed null and void, to the extent permitted by law and deemed advisable by the Committee. It is intended that the Plan (and any Award) will comply with Code Section 409A, and the Plan (and any Award) shall be interpreted and construed on a basis consistent with such intent. The Plan (and any 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 Plan benefits or Awards. 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 Plan (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.
|
(a)
|
The Committee may cancel any unexpired, unpaid or deferred Awards if at any time the Participant is not in compliance with all applicable provisions of the Award Agreement, the Plan and the following conditions:
|
(i)
|
A Participant shall not render services for any Person or engage, directly or indirectly, in any business which, in the judgment of the Committee is or becomes competitive with Olin or any Affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any Affiliate. Such judgment shall be based on the Participant’s positions and responsibilities while employed by Olin or an Affiliate, the Participant’s post
|
(ii)
|
Participant shall not, without prior written authorization from Olin, disclose to anyone outside Olin, or use in other than Olin’s business, any secret or confidential information, knowledge or data, relating to the business of Olin or an Affiliate in violation of his or her agreement with Olin or the Affiliate.
|
(iii)
|
A Participant, pursuant to his or her agreement with Olin or an Affiliate, shall disclose promptly and assign to Olin or the Affiliate all right, title and interest in any invention or idea, patentable or not, made or conceived by the Participant during employment by Olin or the Affiliate, relating in any manner to the actual or anticipated business, research or development work of Olin or the Affiliate and shall do anything reasonably necessary to enable Olin or the Affiliate to secure a patent where appropriate in the United States and in foreign countries.
|
(b)
|
Notwithstanding any other provision of the Plan, the Committee in its sole discretion may cancel any Award at any time prior to the exercise thereof, if the employment of the Participant shall be terminated, other than by reason of death, unless the conditions in this Section 8 are met.
|
(c)
|
Failure to comply with the conditions of this Section 8 prior to, or during the six months after, any exercise, payment or delivery pursuant to an Award shall cause the exercise, payment or delivery to be rescinded. Olin shall notify the Participant in writing of any such rescission within two years after such exercise payment or delivery and within 10 days after receiving such notice, the Participant shall pay to Olin the amount of any gain realized or payment received as a result of the exercise, payment or delivery rescinded. Such payment shall be made either in cash or by returning to Olin the number of Shares that the Participant received in connection with the rescinded exercise, payment or delivery.
|
(d)
|
Upon exercise, payment or delivery pursuant to an Award, the Committee may require the Participant to acknowledge the terms and conditions of the Plan and to
|
(e)
|
Nothing herein shall be interpreted to limit the obligations of a Participant under his or her employment agreement or any other agreement with Olin.
|
(a)
|
Notwithstanding any provision to the contrary in this Plan or any applicable Award Agreement and except as otherwise provided in this Section 9, all outstanding Options, Restricted Stock and other equity Awards held by Participant (other than any Performance Shares), regardless of whether granted before, at or after the Change in Control, shall not automatically become fully vested and immediately exercisable and, instead, each such Award shall continue to vest in accordance with its terms following a Change in Control.
|
(b)
|
Except as the Board or the Committee may expressly provide otherwise prior to a Change in Control, in the event of a Qualifying Termination upon or following a Change in Control:
|
(i)
|
all Options and Stock Appreciation Rights then outstanding shall become immediately and fully exercisable, notwithstanding any provision therein for the exercise in installments; and
|
(ii)
|
all restrictions and conditions of all Restricted Stock then outstanding shall be deemed satisfied as of the date of the Qualifying Termination.
|
(c)
|
Notwithstanding anything in this Plan to the contrary, all Performance Shares held by the Participant on the date of the Change in Control shall become vested and deemed earned or satisfied in full, notwithstanding that the applicable performance cycle, retention cycle or restriction conditions shall not have been completed or met. Such Performance Shares shall be paid, cash units in cash and phantom stock units in the Shares represented thereby or such other securities, property or cash as may
|
(d)
|
In the event that a Participant participates or agrees to participate by loan or equity investment (other than through ownership of less than 1% of publicly traded securities of another company) in a transaction which would result in an event described in subsections (i) or (ii) of the definition of Change in Control, Participant must promptly disclose such participation or agreement to Olin, and such transaction will not be considered a Change in Control with respect to Participant for purposes of this Plan.
|
(e)
|
Following a Change in Control, no action shall be taken under the Plan that will cause any Award that has previously been determined to be (or is determined to be) subject to Code Section 409A to fail to comply in any respect with Code Section 409A without the written consent of Participant.
|
|
|
Years Ended December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Earnings:
|
|
($ in millions)
|
||||||||||||||||||
Income from continuing operations before taxes
(1)
|
|
$
|
250.0
|
|
|
$
|
225.2
|
|
|
$
|
379.4
|
|
|
$
|
76.9
|
|
|
$
|
209.9
|
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings of non-consolidated affiliates
|
|
(2.8
|
)
|
|
(3.0
|
)
|
|
(9.6
|
)
|
|
(29.9
|
)
|
|
(37.7
|
)
|
|||||
Distributions from affiliated companies
|
|
1.5
|
|
|
1.3
|
|
|
1.4
|
|
|
2.0
|
|
|
3.5
|
|
|||||
Capitalized interest
|
|
(1.1
|
)
|
|
(7.4
|
)
|
|
(1.2
|
)
|
|
(0.9
|
)
|
|
(9.7
|
)
|
|||||
Fixed charges as described below
|
|
62.0
|
|
|
54.0
|
|
|
49.5
|
|
|
43.4
|
|
|
36.4
|
|
|||||
Total
|
|
$
|
309.6
|
|
|
$
|
270.1
|
|
|
$
|
419.5
|
|
|
$
|
91.5
|
|
|
$
|
202.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
|
$
|
39.7
|
|
|
$
|
33.8
|
|
|
$
|
31.6
|
|
|
$
|
26.3
|
|
|
$
|
21.3
|
|
Estimated interest factor in rent expense
(2)
|
|
22.3
|
|
|
20.2
|
|
|
17.9
|
|
|
17.1
|
|
|
15.1
|
|
|||||
Total
|
|
$
|
62.0
|
|
|
$
|
54.0
|
|
|
$
|
49.5
|
|
|
$
|
43.4
|
|
|
$
|
36.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
|
5.0
|
|
|
5.0
|
|
|
8.5
|
|
|
2.1
|
|
|
5.6
|
|
(1)
|
The income from continuing operations before taxes for the year ended December 31, 2011 included a pretax gain of $181.4 million as a result of remeasuring our previously held 50% equity interest in SunBelt.
|
(2)
|
Amounts represent those portions of rent expense that are reasonable approximations of interest costs.
|
Company
|
% Ownership
(Direct/Indirect)
|
Jurisdiction
|
Bridgeport Brass Corporation
2
|
100
|
IN
|
Henderson Groundwater LLC
3
|
33
|
NV
|
HPCM LLC
4
|
100
|
DE
|
Hunt Trading Co.
|
100
|
MO
|
Imperial West Chemical Co.
5
|
100
|
NV
|
K. A. Steel Chemicals Inc.
|
100
|
DE
|
K. A. Steel International
6
|
100
|
DE
|
KAS Muscatine LLC
7
|
100
|
IA
|
KNA California, Inc.
8
|
100
|
DE
|
KWT, Inc.
9
|
100
|
DE
|
LTC Reserve Corp.
|
100
|
DE
|
Monarch Brass & Copper Corp.
|
100
|
NY
|
Monarch Brass & Copper of New England Corp.
10
|
100
|
RI
|
New Haven Copper Company
10
|
100
|
CT
|
Olin Benefits Management, Inc.
|
100
|
CA
|
Olin Business Holdings
11
|
100
|
DE
|
Olin Chlor Alkali Logistics Inc.
12
|
100
|
DE
|
Olin Engineered Systems, Inc.
|
100
|
DE
|
Olin Far East, Limited
|
100
|
DE
|
Olin Financial Services Inc.
|
100
|
DE
|
Olin Funding Company LLC
|
100
|
DE
|
Olin North American Holdings, Inc.
|
100
|
DE
|
Olin Sunbelt, Inc.
|
100
|
DE
|
Olin Sunbelt II, Inc.
|
100
|
DE
|
Pioneer Americas LLC
13
|
100
|
DE
|
Pioneer Companies, LLC
|
100
|
DE
|
Pioneer (East), Inc.
5
|
100
|
DE
|
Pioneer Licensing, Inc.
5
|
100
|
DE
|
Pioneer Transportation LLC
14
|
100
|
DE
|
Pioneer Water Technologies, Inc.
5
|
100
|
DE
|
Ravenna Arsenal, Inc.
|
100
|
OH
|
Sunbelt Chlor Alkali Partnership
|
100
|
DE
|
U.S. Munitions, LLC
15
|
49
|
DE
|
Waterbury Rolling Mills, Inc.
10
|
100
|
CT
|
Winchester Ammunition, Inc.
|
100
|
DE
|
Winchester Defense, LLC
16
|
100
|
DE
|
Nutmeg Insurance Limited
|
100
|
Bermuda
|
Olin Canada ULC
17
|
100
|
Nova Scotia, Canada
|
Olin Hunt Specialty Products S.r.l.
|
100
|
Italy
|
Winchester Australia Limited
18
|
100
|
Australia
|
1
|
Omitted from the following list are the names of certain subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary
|
2
|
d/b/a "Olin Brass, Indianapolis" and "Olin Brass, Indianapolis Facility" in CA, IL, IN, NJ, NC, OH, PA, RI and TX
|
3
|
Indirect subsidiary, Olin’s wholly-owned subsidiary, Pioneer Americas LLC owns 33% and is one of the three initial members to form this limited liability company, effective 11/7/2011. The other two members are Stauffer Management Co. LLC/Bayer Cropscience Inc. and Montrose Chemical Corporation of California
|
4
|
Indirect subsidiary, Olin’s subsidiary, K.A. Steel Chemicals Inc. is the sole member of this limited liability company
|
5
|
Indirect subsidiary, wholly-owned by Olin’s wholly-owned subsidiary, Pioneer Companies, LLC
|
6
|
Indirect subsidiary, wholly-owned by Olin’s subsidiary, K. A. Steel Chemicals Inc.
|
7
|
Indirect subsidiary, Olin’s subsidiary, K. A. Steel Chemicals Inc. is the sole member of this limited liability company
|
8
|
Indirect subsidiary, wholly-owned by Imperial West Chemical Co.
|
9
|
Indirect subsidiary, wholly-owned by Pioneer Water Technologies, Inc.
|
10
|
Indirect subsidiary, wholly-owned by Monarch Brass & Copper Corp.
|
11
|
This entity was formerly named A. J. Oster Co. a Delaware partnership of which Olin Corporation owns 62.05% and Olin’s wholly-owned subsidiary, Olin Engineered Systems, Inc. owns 36.15% and Pioneer Americas LLC owns 1.80%
|
12
|
Indirect subsidiary, Olin Sunbelt Inc. owns 50% and Olin Sunbelt II, Inc. owns 50% -- began operations in 2012
|
13
|
Indirect subsidiary, Olin Canada ULC is the sole member of Pioneer Americas LLC
|
14
|
Indirect subsidiary, Olin Business Holdings holds its membership interest
|
15
|
Indirect subsidiary, Olin’s wholly-owned subsidiary, Winchester Defense, LLC owns 49% of this Joint Venture and BAE Systems Ordnance Systems, Inc. owns 51% of the joint venture
|
16
|
This entity holds the 49% ownership of the joint venture company, U.S. Munitions, LLC. BAE Systems Ordnance Systems, Inc. owns the other 51% of the joint venture company
|
17
|
Indirect subsidiary, wholly-owned by Olin North American Holdings, Inc. Reorganization of Canadian entities PCI Chemicals Canada Company and Olin Canada Inc. occurred on January 1, 2011 and the two companies were amalgamated under the name of Olin Canada ULC
|
18
|
Olin Australia Limited was renamed Winchester Australia Limited effective 12/5/2007
|
Date:
|
February 24, 2014
|
|
/s/ Joseph D. Rupp
|
|
|
|
Joseph D. Rupp
Chairman, President and Chief Executive Officer
|
Date:
|
February 24, 2014
|
|
/s/ John E. Fischer
|
|
|
|
John E. Fischer
Senior Vice President and Chief Financial Officer
|
/s/ Joseph D. Rupp
|
|
Joseph D. Rupp
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
Dated:
|
February 24, 2014
|
|
|
|
|
/s/ John E. Fischer
|
|
John E. Fischer
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
Dated:
|
February 24, 2014
|