OLIN Corp (Form: 8-K, Received: 08/22/2019 13:27:59)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2019

OLIN CORPORATION

(Exact name of registrant as specified in its charter)



Virginia	1-1070	13-1872319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)



190 Carondelet Plaza,	Suite 1530	Clayton,	MO	63105
(Address of principal executive offices)				(Zip Code)

(314) 480-1400

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading Symbol	Name of each exchange on which registered
Common Stock, $1.00 par value per share		OLN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐	Emerging growth company

☐	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On August 20, 2019, the Compensation Committee (the Committee) of the Board of Directors of Olin Corporation (Registrant), approved an amendment, effective August 20, 2019, to the Olin Stock Option/Performance Share Continuation Provisions for Olin Employees (the Continuation Policy) applicable to the Registrant’s employees following a termination of their employment. This amendment updated the Continuation Policy to (i) add the Registrant’s 2018 Long Term Incentive Plan to the list of plans covered by the policy and (ii) clarify the minimum age to qualify for retirement under all plans covered by the policy.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the Olin Stock Option/Performance Share Continuation Provisions for Olin Employees, as amended, a copy of which is filed as Exhibit 10.1 to this report and incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibit No.	Exhibit
10.1	Olin Stock Option/Performance Share Continuation Provisions for Olin Employees, as amended effective August 20, 2019

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



OLIN CORPORATION
By:	/s/ Eric A. Blanchard
	Name:	Eric A. Blanchard
	Title:	Vice President, General Counsel and Secretary

Date: August 22, 2019

Exhibit 10.1

OLIN STOCK OPTION/PERFORMANCE SHARE

CONTINUATION PROVISIONS FOR OLIN EMPLOYEES

After the end of an employee’s employment at Olin or a subsidiary, the employee’s vested Olin stock options remain exercisable for a specified period of time. The various plans permit that period to be extended by Olin. The continuation provisions included in the Long Term Incentive Plans (LTIP) for 2000, 2003, 2006, 2009, 2014, 2016 and 2018, or under Olin's stock option extension policy are summarized in the chart below.

Performance share awards that are vested at the time employment terminates pay out as scheduled, and so there is no extension policy. The relevant provisions of the performance share program are summarized below.



	Plan Provisions			Olin’s General Extension Policy
		Options	Performance Shares
Termination by Olin - Without cause - With cause - In sale or shut-down of business or spin-off		3 mos. (1) Immediate expiration 3 mos. (1)	(6) (7) (6)		1 yr. N/A 2 yrs.
Quitting - Without consent - With consent		Immediate expiration 3 mos. (1)	(7) (6)		N/A 1 yr.
Death - While Olin Employee (2) - While not an Olin Employee		1 yr. (1) (3)	(8) (7)		Term of option N/A
Retires under Pension Plan (55 or over and at least 5 years’ service)		3 mos.(1)	(8)		Term of option
Disability		1 yr.	(8)		N/A
Transfer to JV - Transfer to JV with Consent - JV Termination without cause or with JV consent - JV Termination with cause or without JV consent		3 mos. (1) (4) Immediate expiration	(6) (6) (7)		Term of option (5) N/A



	Plan Provisions			Olin’s General Extension Policy
		Options	Performance Shares
Transfer to Sold Business (SB) - Transfer to SB with consent - SB Termination without cause or with SB consent - SB Termination with cause or without SB consent		3 mos. (1) (4) Immediate expiration	(6) (6) (7)		2 yrs. (5) N/A

(1) Under the 2006 LTIP, 2009 LTIP, 2014 LTIP, 2016 LTIP and 2018 LTIP, vested options automatically extend to term upon retirement, unless the Committee determines otherwise. Under the terms of the other LTIPs, Olin may extend this period until the expiration of the option, as specified in the option agreement.

(2) All unvested options vest automatically upon death of an employee and then all options may be exercised by the option holder's executor, administrator, personal representative or permitted transferee.

(3) Only options held by a former employee that were exercisable at the time of death may be exercised for the longer of the period the optionee could have exercised option had optionee not died or 1 year (which may be extended but not beyond the term of the option agreement).

(4) Although not addressed in the respective plan documents, after an employee leaves Olin to go to a joint venture or a sold business, Olin historically has considered the employee’s termination to be a termination with consent. If the joint venture or the sold business terminates the employee without cause or the employee quits without consent, see note 5.

(5) The employee may exercise any exercisable options until the earlier of 2 years after transfer to the joint venture/sold business or 1 year after termination from the joint venture/sold business.

(6) If performance award has not vested, Olin will determine the portion, if any, of the performance share award which will be forfeited and the form of payment the employee will receive. If the performance shares have vested, but have not been issued or paid, the employee is entitled to them and the performance share award will be paid as specified in the performance share program.

(7) If the performance shares have vested, but have not been issued or paid, the employee is entitled to them and the performance share award will be paid as specified in the performance share program. If they have not vested, then they expire immediately.

(8) If performance share award has not vested, employee will be entitled to a pro rata performance share award payable in cash. If the performance shares have vested, but have not been issued or paid, the employee is entitled to them and the performance share award will be paid as specified in the performance share program. (Refer to Performance Share Program for additional details.)

N.B. Options may never extend beyond the original term of the options under an employee’s option agreement. Except as noted above in Note (2), all extensions apply only to exercisable options; all unexercisable optionsexpire.