OLN 8-K
OLIN Corp (OLN)
8-K
2026-04-30
For: 2026-04-29
View Original
Added on
April 30, 2026
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): April 29, 2026
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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 | |||||||||||||||
| 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)
Olin Corporation 2026 Long Term Incentive Plan
On April 30, 2026, Olin Corporation’s (the “Corporation”) shareholders approved the Olin Corporation 2026 Long Term Incentive Plan (the “2026 LTIP”) at the Corporation’s annual meeting of shareholders. The 2026 LTIP is effective immediately. The material terms of the 2026 LTIP were previously reported in the Corporation’s Proxy Statement dated March 20, 2026, under the caption “Item 2: Proposal to Approve the Olin Corporation 2026 Long Term Incentive Plan.” The 2026 LTIP authorizes the Compensation Committee (the “Compensation Committee”) of the Corporation’s Board of Directors (the “Board”) to grant equity compensation to non-employee directors, officers, key employees, and others as more fully described and summarized in the Proxy Statement.
Attached as Exhibit 10.1 and incorporated by reference is the 2026 LTIP.
Award Agreements
In connection with the approval of the 2026 LTIP, the Compensation Committee approved forms of award agreements for use under the 2026 LTIP, including a: (i) form of Director Stock Grant Notice and Award Agreement, (ii) form of Restricted Stock Unit Grant Notice and Award Agreement, (iii) form of Performance Share Unit Grant Notice and Award Agreement and (iv) form of Non‑Qualified Stock Option Grant Notice and Award Agreement (collectively, the “Award Agreements”).
The Director Stock Award Agreement generally provides for the grant of fully vested shares of the Corporation’s common stock (“Shares”) to non‑employee directors under the 2026 LTIP. Each Share represents a single issued and outstanding share of the Corporation’s common stock. The Shares are fully vested on the grant date and are not subject to continued service‑based vesting requirements. Issuance and delivery of the Shares are subject to compliance with applicable securities laws, stock exchange rules, and Corporation policies, and may be effected on a non‑certificated basis. The Shares do not involve deferred vesting or settlement mechanics, and no trust or separate fund is established in connection with the award.
The Restricted Stock Unit Award Agreement generally provides for the grant of time‑based restricted stock units (“RSUs”) to officers, including named executive officers, key employees, and others, under the 2026 LTIP. Each RSU represents the right to receive one share of the Corporation’s common stock upon vesting. The RSUs vest in equal annual installments over a three‑year period following the grant date, subject to the participant’s continued employment through the applicable vesting dates. Vesting of the RSUs may accelerate in the event of termination of employment due to death or disability, and certain vesting provisions apply in connection with retirement based on the participant’s age and years of service in combination with whether the first tranche has vested. In addition, following a change in control of the Corporation, RSUs generally continue to vest in accordance with their original terms, with accelerated vesting upon a qualifying termination within two years following the change in control. Recipients of RSUs are entitled to dividend equivalents from and after the grant date, which are payable in cash upon settlement of vested RSUs. RSUs do not carry voting rights prior to settlement, and the underlying shares may not be transferred or disposed of until issued upon vesting. The number of RSUs granted represents a fixed number of RSUs specified in the applicable award agreement, which vest solely based on continued service.
The Performance Share Unit Award Agreement generally provides for the grant of target performance share units (“PSUs”) to officers, including named executive officers, key employees, and others, under the 2026 LTIP. The vesting of these PSUs is tied to (i) the level of achievement of the Adjusted EBITDA Goals for each covered year and (ii) relative total shareholder return (“TSR”) performance, as established by the Compensation Committee. The PSUs contemplate a minimum payout of 0% and a maximum payout of 240% based upon the level of performance of each performance condition during the three-year measurement period. The PSUs will
vest in entirety upon completion of the three-year performance cycle, assuming continuous employment through such vesting dates, provided that vesting may accelerate upon a qualifying termination within two years following a change in control of the Corporation. Recipients of PSUs are entitled to dividend equivalents from and after the grant date, which are payable in cash upon settlement of vested and earned PSUs. The number of granted PSUs granted represents a target number of PSUs specified in the applicable award agreement, which may be earned based on the achievement of pre‑established performance objectives over the applicable performance cycle.
The Non-Qualified Stock Option Award Agreement generally provides for the grant of non‑qualified stock options (“Stock Options”) to officers, including named executive officers, key employees, and others, under the 2026 LTIP. Each Stock Option represents the right to purchase one share of the Corporation’s common stock at an exercise price equal to the fair market value of the Corporation’s common stock on the applicable grant date. The Stock Options vest in equal annual installments over a three‑year period following the grant date, subject to the participant’s continued employment through the applicable vesting dates, and have a term of ten years from the grant date. Vested Stock Options may be exercised prior to expiration in accordance with the terms of the award agreement and the 2026 LTIP. Unvested Stock Options are generally forfeited upon termination of employment, except in certain circumstances. In the event of termination due to death, unvested Stock Options generally vest in full, and vested Stock Options remain exercisable for the remainder of the option term. In the event of retirement or termination without cause, vested Stock Options generally remain exercisable for a specified post‑termination period. Following a change in control of the Corporation, Stock Options generally continue to vest in accordance with their original terms, with accelerated vesting and two year exercisability period upon a qualifying termination within two years following the change in control. In no event do our award continuation provisions allow any Stock Options to be exercised past their original expiration date. Stock Options do not entitle the holder to any rights as a shareholder, including dividend or voting rights, unless and until the Stock Option is exercised and shares of common stock are issued.
The foregoing description is only a summary of the terms of the respective awards and is qualified in its entirety by reference to the full text of the applicable Award Agreements which are filed as Exhibits 10.2, 10.3, 10.4, and 10.5 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 30, 2026, the Board approved an amendment to Article II, Section 1 of Olin’s Bylaws to decrease the size of the Board from nine to eight directors, following the completion of Mr. W. Anthony Will’s term on the Board. A copy of the amended Bylaws is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
Olin’s 2026 annual meeting of shareholders was held on April 30, 2026. Of the 113,857,037 shares of Common Stock entitled to vote at such meeting, 98,824,236 shares were present for purposes of a quorum. The voting results for each of the three proposals submitted for vote by Olin’s shareholders are set forth below.
Proposal 1 – Election of Directors
The shareholders elected each of the eight nominees to the Board of Directors for a one-year term by the vote of the majority of votes cast, in accordance with Olin’s Bylaws.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| Beverley A. Babcock | 84,216,095 | 775,366 | 85,237 | 13,747,538 | |||||||||||||||||||
| Edward M. Daly | 84,047,465 | 930,844 | 98,389 | 13,747,538 | |||||||||||||||||||
| Matthew S. Darnall | 84,362,841 | 1,617,556 | 96,301 | 13,747,538 | |||||||||||||||||||
| Kenneth T. Lane | 83,960,860 | 1,002,374 | 113,464 | 13,747,538 | |||||||||||||||||||
| Julie A. Piggott | 83,264,736 | 1,706,499 | 105,463 | 13,747,538 | |||||||||||||||||||
| Earl L. Shipp | 83,900,690 | 1,079,128 | 96,880 | 13,747,538 | |||||||||||||||||||
| William H. Weideman | 83,692,281 | 1,229,771 | 154,646 | 13,747,538 | |||||||||||||||||||
| Carol A. Williams | 81,690,747 | 3,237,201 | 148,750 | 13,747,538 | |||||||||||||||||||
Proposal 2 – Approve the Olin Corporation 2026 Long Term Incentive Plan
The shareholders approved the Olin Corporation 2026 Long Term Incentive Plan.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| Proposal 2 | 81,035,245 | 3,812,272 | 229,181 | 13,747,538 | |||||||||||||||||||
Proposal 3 – Conduct an advisory vote to approve the compensation for named executive officers
The shareholders gave an advisory approval of the compensation for named executive officers.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| Proposal 3 | 80,996,582 | 3,764,087 | 316,029 | 13,747,538 | |||||||||||||||||||
Proposal 4 – Ratification of appointment of KPMG LLP as independent registered public accounting firm for 2026
The shareholders ratified the appointment of KPMG LLP as Olin’s independent registered public accounting firm for 2026.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
| Proposal 4 | 80,996,582 | 3,764,087 | 316,029 | 13,747,538 | |||||||||||||||||||
Item 7.01. Regulation FD Disclosure.
On April 29, 2026, Olin’s Board of Directors declared a quarterly dividend of $0.20 on each share of Olin common stock. The dividend is payable on June 12, 2026 to shareholders of record at the close of business on May 14, 2026. This marks Olin’s 398th consecutive quarterly dividend.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit No. | Exhibit | ||||
| 3.1 | |||||
| 10.1 | |||||
| 10.2 | |||||
| 10.3 | |||||
| 10.4 | |||||
| 10.5 | |||||
| 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/ Inchan Hwang | ||||||||||
| Name: | Inchan Hwang | ||||||||||
| Title: | Vice President, Deputy General Counsel and Secretary | ||||||||||
Date: April 30, 2026
Exhibit 3.1
BYLAWS
OF
OLIN CORPORATION
As Amended
Effective
April 30, 2026
BYLAWS of
OLIN CORPORATION
ARTICLE I.
MEETINGS OF SHAREHOLDERS.
Section 1. Place of Meetings. All meetings of the shareholders of Olin Corporation (hereinafter called the “Corporation”) shall be held at such place, either within or without the Commonwealth of Virginia, as may from time to time be fixed by the Board of Directors of the Corporation (hereinafter called the “Board”).The Board may also determine, in its sole discretion, that any meeting of shareholders of the Corporation may be held by means of remote communication.
Section 2. Annual Meetings. The annual meeting of the shareholders of the Corporation for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on the last Thursday in April in each year (or, if that day shall be a legal holiday, then on the next succeeding business day), or on such other date and at such time as the Board may determine in its discretion.
Section 3. Special Meetings. A special meeting of the shareholders for any purpose or purposes, unless otherwise provided by law or in the Articles of Incorporation of the Corporation as from time to time amended (hereinafter called the “Articles”), may be held at any time upon the call of the Board, the Chair of the Board, the President or the Secretary, on the written demand describing the purpose or purposes of the proposed special meeting of the shareholders, signed, dated and delivered by the holders of a majority of the shares of the issued and outstanding stock of the Corporation entitled to vote at the meeting. Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of the shareholders.
Section 4. Notice of Meetings. Except as otherwise provided by law or the Articles, not less than 10 nor more than 60 calendar days’ notice in writing of the place (if any), day, hour and purpose or purposes of each meeting of the shareholders, whether annual or special, shall be given to each shareholder of record of the Corporation entitled to vote at such meeting, in any manner permitted by the Virginia Stock Corporation Act (the “VSCA”), including electronic transmission (as defined in the VSCA). Notice of any meeting of shareholders shall not be required to be given to any shareholder who shall attend the meeting in person or by proxy, unless attendance is for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, or who shall waive notice thereof in writing signed by the shareholder before, at or after such meeting. Notice of any adjourned meeting need not be given, except when expressly required by law.
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Section 5. Quorum. Shares representing a majority of the votes entitled to be cast on a matter by all classes or series which are entitled to vote thereon, represented in person or by proxy at any meeting of the shareholders, shall constitute a quorum for the transaction of business thereat with respect to such matter, unless otherwise provided by the VSCA or the Articles. In the absence of a quorum at any such meeting or any adjournment or adjournments thereof, the chair of such meeting or shares representing a majority of the votes cast on the matter of adjournment, either in person or by proxy, may adjourn such meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum has been obtained, any business may be transacted which might have been transacted at the meeting as originally called.
Section 6. Voting. Unless otherwise provided by the VSCA or the Articles, at each meeting of the shareholders each shareholder entitled to vote at such meeting shall be entitled to one vote for each share of stock standing in his or her name on the books of the Corporation upon any date fixed as hereinafter provided, and may vote either in person or by proxy. Unless so directed by the chair of the meeting, the vote on any matter need not be by ballot.
A shareholder or a shareholder’s duly authorized attorney-in-fact may execute a writing authorizing another person or persons to act for such shareholder as proxy. Execution may be accomplished by the shareholder or such shareholder’s duly authorized attorney-in-fact or authorized officer, director, employee or agent signing such writing or causing such shareholder’s signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.
A shareholder or a shareholder’s duly authorized attorney-in-fact may authorize another person or persons to act for such shareholder as proxy by transmitting or authorizing an internet transmission, telephone transmission or other means of electronic transmission (as defined in the VSCA) to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such transmission must either set forth or be submitted with information from which the judges or inspectors of election can determine that the transmission was authorized by the shareholder or the shareholder’s duly authorized attorney-in-fact. If it is determined that such transmissions are valid, the judges or inspectors of election shall specify the information upon which they relied. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this Section 6 may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.
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Section 7. Inspectors. One or more inspectors of election for any meeting of shareholders may be appointed by the chair of such meeting, for the purpose of receiving and taking charge of proxies and ballots and deciding all questions as to the qualification of voters, the validity of proxies and ballots and the number of votes properly cast and performing such other functions of that position as are provided in, and in accordance with the procedures set forth in, the VSCA.
Section 8. Conduct of Meeting. The chair of the meeting at each meeting of shareholders shall have all the powers and authority vested in presiding officers by law or practice, without restriction, as well as the authority to conduct an orderly meeting and to impose reasonable limits on the amount of time taken up in remarks by any one shareholder.
Section 9. Business Proposed by a Shareholder.
(a) To be properly brought before a meeting of shareholders, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board, the Chair of the Board or the President or (iii) in the case of an annual meeting of shareholders or a special meeting called by the Secretary on the written request of shareholders in accordance with these Bylaws, properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before a meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation at the Corporation’s principal executive offices. To be timely, a shareholder’s notice must be given, either by personal delivery or by United States registered or certified mail, postage prepaid, to the Secretary of the Corporation in the case of an annual meeting, (i) not later than 120 calendar days, or earlier than 150 calendar days, before the anniversary of the immediately preceding annual meeting or (ii) if no annual meeting was held in the previous year or the date of the annual meeting is more than 30 calendar days before or more than 60 calendar days after such anniversary date, not later than the 90th calendar day prior to such annual meeting of shareholders or, if later, the 10th calendar day following the date on which public disclosure of the date of such annual meeting of shareholders is first made and in the case of a special meeting called at the request of shareholders, in accordance with the procedures set forth in Section 10 of Article I of these Bylaws.
(b) A Noticing Shareholder’s notice to the Secretary shall set forth as to each matter the Noticing Shareholder proposes to bring before the meeting:
(i) a brief description of the business desired to be brought before the meeting, including the complete text of any resolutions to be presented at the meeting (including the text of any proposed amendment to these Bylaws in the event that such business includes a proposal to amend these Bylaws), and the reasons for conducting such business at the meeting,
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(ii) the name and address, as they appear on the Corporation’s stock transfer books, of the Noticing Shareholder, the name and address of any beneficial owner on whose behalf the proposal is being made and the name and address of any Associated Person,
(iii) a representation that the Noticing Shareholder is a shareholder of record and intends to appear in person or by proxy at such meeting to bring the business before the meeting specified in the notice,
(iv) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by the Noticing Shareholder and any Associated Person,
(v) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Noticing Shareholder’s notice by, or on behalf of, such Noticing Shareholder or any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation (collectively, “Derivative Instruments”), the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Noticing Shareholder or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation,
(vi) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the Noticing Shareholder or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities,
(vii) any rights to dividends on the shares of the Corporation owned beneficially by the Noticing Shareholder and any Associated Person that are separated or separable from the underlying shares of the Corporation,
(viii) any proportionate interest in shares of the Corporation or any Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the Noticing Shareholder or any Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity, and
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(ix) any material interest of the Noticing Shareholder and any Associated Person, in such business; provided, however, that the disclosures described in the foregoing subclauses (i) through (x) shall not include any such disclosures with respect to the ordinary course business activities of any Exempt Party.
(c) In addition to the information required pursuant to the foregoing provisions of this Section 9, the Corporation may require any Noticing Shareholder to furnish such other information that would reasonably be expected to be material to a reasonable shareholder’s understanding of (1) any item of business proposed by such Noticing Shareholder under this Section 9, or (2) the solicitation of proxies from the Corporation’s shareholders by the Noticing Shareholder (or any Associated Person). If requested by the Corporation, any supplemental information required under this paragraph shall be provided by a Noticing Shareholder within 10 days after it has been requested by the Corporation.
(d) The Noticing Shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section 9 and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section 9, if necessary, so that the information provided or required to be provided shall be true and complete (x) as of the record date for the meeting of shareholders and (y) as of the date that is 10 calendar days prior to the meeting of shareholders or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary of the Corporation at the Corporation’s principal executive offices. The immediately foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a Noticing Shareholder to change the business proposed for the meeting after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a Noticing Shareholder.
(e) Unless otherwise required by law, if the Noticing Shareholder (or a Qualified Representative of the Noticing Shareholder) does not appear at the meeting of shareholders to present such business, such proposal shall be disregarded and such business shall not be transacted, notwithstanding that the Corporation may have received proxies in respect of such vote.
(f) In addition to the other requirements of this Section 9 with respect to any business proposed by a Noticing Shareholder to be made at a meeting, the Noticing Shareholder and each Associated Person shall also comply with all applicable requirements of the Articles, these Bylaws and state and federal law, including the Exchange Act, with respect to any such proposal or the solicitation of proxies with respect thereto.
(g) Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at a meeting except in accordance with the procedures set forth in this
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Section 9. The chair of a meeting shall, if the facts warrant, determine that the business was not brought before the meeting in accordance with the procedures prescribed by this Section 9. If the chair of the meeting should so determine, he or she shall so declare to the meeting, and the business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this Section 9, a shareholder seeking to have a proposal included in the Corporation’s proxy statement shall, in order to do so, comply with the requirements of Regulation 14A under the Exchange Act (including Rule 14a-8 or its successor provision).
(h) For purposes of these Bylaws:
(i) “Affiliate” and “Associate” each shall have the respective meanings set forth in Rule 12b-2 under the Exchange Act,
(ii) “Associated Person” shall mean, with respect to a Noticing Shareholder and, if different from such Noticing Shareholder, any beneficial owner of shares of stock of the Corporation on whose behalf such Noticing Shareholder is providing notice of any nomination or other business proposed: (1) any person or entity who is a member of a group (as such term is used in Rule 13d-5 under the Exchange Act) with such Noticing Shareholder or such beneficial owner(s) with respect to acquiring, holding, voting or disposing of any securities of the Corporation, (2) any Affiliate or Associate of such Noticing Shareholder (other than any Noticing Shareholder that is an Exempt Party) or such beneficial owner(s), and (3) any beneficial owner of shares of stock of the Corporation owned of record by such Noticing Shareholder (other than a Noticing Shareholder that is an Exempt Party),
(iii) “beneficial owner” or “beneficially owned” shall have the meaning set forth for such terms in Section 13(d) of the Exchange Act,
(iv) “Exempt Party” shall mean any depositary or any broker, dealer, commercial bank, trust company or other nominee who is a Noticing Shareholder solely as a result of being the shareholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner (any such entity, an “Exempt Shareholder”),
(v) “Noticing Shareholder” shall mean the shareholder giving notice with respect to proposed business pursuant to Section 9 of Article I of these Bylaws or with respect to nominations for the election of directors pursuant to Section 1 of Article II of these Bylaws, and
(vi) “Qualified Representative” of a Noticing Shareholder shall mean (1) a duly authorized officer, manager or partner of such Noticing Shareholder or (2) a person authorized by a writing executed by such Noticing Shareholder (or a reliable reproduction or electronic transmission of the writing) delivered by such Noticing Shareholder to the Corporation prior to the making of any nomination or proposal at a
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shareholder meeting stating that such person is authorized to act for such Noticing Shareholder as proxy at the meeting of shareholders, which writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, must be produced at the meeting of shareholders.
Section 10. Special Meeting at Request of Shareholders.
(a) Any one or more holders of record of a majority of the issued and outstanding stock of the Corporation entitled to vote requesting the Corporation to call a special meeting of shareholders pursuant to Section 2 of Article VIII of the Articles (collectively, the “Initiating Shareholder”) shall give written notice of such request to the Secretary of the Corporation at the Corporation’s principal executive offices (the “Notice”). The Notice shall be sent in the manner and contain all the information that would be required in a notice to the Secretary given pursuant to Section 9 of this Article I.
(b) If the Initiating Shareholder owns of record a majority of the issued and outstanding stock of the Corporation entitled to vote and complies with the other requirements of Section 9 and 10(a) of this Article I, as determined by the Secretary of the Corporation, the Corporation shall be required to call the special meeting of shareholders requested by the Initiating Shareholder.
(c) The record date for determining the shareholders of record entitled to vote at a special meeting called pursuant to this Section 10 shall be fixed by the Board and shall be within 60 calendar days of the date the Secretary of the Corporation determines the Corporation is required to call such special meeting. Notice of the meeting shall be given by the Corporation in any manner permitted by the VSCA, including electronic transmission (as defined in the VSCA), to shareholders of record on such record date within 10 calendar days after the record date (or such longer period as may be necessary for the Corporation to file its proxy materials with, and receive and respond to the comments of, the Securities and Exchange Commission (the “SEC”)), and the meeting will be held within 50 calendar days after the date of mailing of the notice, as determined by the Board.
(d) The business to be conducted at a special meeting called pursuant to this Section 10 shall be limited to the business set forth in the Notice and such other business or proposals as the Board shall determine and shall be set forth in the notice of meeting. The Board or the Chair of the Board may determine other rules and procedures for the conduct of the meeting.
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ARTICLE II.
BOARD OF DIRECTORS.
Section 1. Number, Term, Election.
(a) The property, business and affairs of the Corporation shall be managed under the direction of the Board as from time to time constituted. The Board shall consist of eight directors, but the number of directors may be increased to any number, not more than 18 directors, or decreased to any number, not less than three directors, by amendment of these Bylaws. No director need be a shareholder. Each director shall stand for election for a term expiring at the next succeeding annual meeting of shareholders and until a successor shall have been elected and qualified or until such director’s prior death, resignation, disqualification or removal. In case the number of directors shall be increased, the additional directors to fill the vacancies caused by such increase shall be elected in accordance with the provisions of Section 4 of Article VI of these Bylaws. No person shall be eligible for election or appointment as a director unless such person has, within 10 days following any reasonable request therefor from the Board or any committee thereof, made himself or herself available to be interviewed by the Board (or any committee or other subset thereof) with respect to such person’s qualifications to serve as a director or any other matter reasonably related to such person’s candidacy or service as a director of the Corporation.
(b) Except as provided in the following paragraph, each director shall be elected by a vote of the majority of the votes cast with respect to that director-nominee’s election at a meeting for the election of directors at which a quorum is present. For purposes of this Section 1, a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of shares voted “against” that director.
The foregoing paragraph shall not apply to any election of directors if there are more nominees for election than the number of directors to be elected, one or more of whom are properly proposed by shareholders, as of the last applicable date on which a shareholder may give proper notice of a nomination of a director pursuant to this Section 1. A nominee for director in an election to which this paragraph applies shall be elected by a plurality of the votes cast in such election.
(c) Subject to the rights of holders of any preferred stock outstanding, nominations for the election of directors may be made by the Board or a committee appointed by the Board (each such nominee, a “Board Nominee”) or by any shareholder entitled to vote in the election of directors generally (each such nominee, a “Shareholder Nominee”). However, any shareholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at a meeting only if written notice of such shareholder’s intent to make such nomination or nominations has been given, either by personal delivery or by United States registered or certified mail, postage prepaid, to the Secretary of the Corporation, with respect to an annual meeting, (i) not later than 120 calendar days, or earlier than 150 calendar days, before the anniversary of the immediately preceding annual meeting or (ii) if no annual meeting
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was held in the previous year or the date of the annual meeting is more than 30 calendar days before or more than 60 calendar days after such anniversary date, not later than the 90th calendar day prior to such annual meeting of shareholders or, if later, the 10th calendar day following the date on which public disclosure of the date of such annual meeting of shareholders is first made, or, with respect to any special meeting of shareholders called for the election of directors by the Board, not later than the seventh calendar day following the date on which notice of such meeting is first given to shareholders. Each such notice shall set forth:
(i) the name and address, as they appear on the Corporation’s stock transfer books, of the Noticing Shareholder giving the notice and the name and address of any Associated Person,
(ii) a representation that such Noticing Shareholder is a shareholder of record and intends to appear in person or by proxy at such meeting to nominate the person or persons specified in the notice,
(iii) the class and number of shares of stock of the Corporation owned (directly or indirectly) beneficially and of record by such Noticing Shareholder and any Associated Person,
(iv) a description of any Derivative Instrument that has been entered into as of the date of the Noticing Shareholder’s notice by, or on behalf of, such Noticing Shareholder or any Associated Person, whether or not such instrument or right shall be subject to settlement in an underlying class of stock of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Noticing Shareholder or any Associated Person, with respect to shares of stock of the Corporation, or relates to the acquisition or disposition of any shares of stock of the Corporation,
(v) any proxy (other than a revocable proxy given in response to a solicitation statement filed pursuant to, and in accordance with, Section 14(a) of the Exchange Act), voting trust, voting agreement or similar contract, arrangement, agreement or understanding pursuant to which the Noticing Shareholder or any Associated Person, has a right to vote or direct the voting of any of the Corporation’s securities,
(vi) any rights to dividends on the shares of the Corporation owned beneficially by the Noticing Shareholder and any Associated Person that are separated or separable from the underlying shares of the Corporation,
(vii) any proportionate interest in shares of the Corporation or any Derivative Instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the Noticing Shareholder or any
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Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of a limited liability company or similar entity,
(viii) a description of all agreements, arrangements and understandings between such Noticing Shareholder or any Associated Person and each Shareholder Nominee with respect to such Shareholder Nominee’s service or duties as a nominee or director of the Corporation, including any direct or indirect confidentiality, compensation, reimbursement or indemnification arrangement in connection with such Shareholder Nominee’s service or action as a nominee or director of the Corporation or any commitment or assurance as to how such Shareholder Nominee will act or vote on any matter, and
(ix) the information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) or an amendment pursuant to Rule 13d-2(a) if such statement were required to be filed under the Exchange Act and the rules and regulations promulgated thereunder by such Noticing Shareholder and any beneficial owner on whose behalf the notice is given; provided, however, that the disclosures described in the foregoing subclauses (i) through (ix) shall not include any such disclosures with respect to the ordinary course business activities of any Exempt Party.
(d) Each such Noticing Shareholder’s notice pursuant to this Section 1 shall also set forth:
(i) the name, age, business address and, if known, residence address of each Shareholder Nominee for whom the Noticing Shareholder is proposing or intends to solicit proxies and of each Shareholder Nominee who would be presented for election at the annual meeting in the event of a need to change the Noticing Shareholder’s original slate,
(ii) the principal occupation or employment of each Shareholder Nominee,
(iii) the class and number of shares of stock of the Corporation that are owned beneficially and of record by each Shareholder Nominee,
(iv) any other information relating to each Shareholder Nominee that is required to be disclosed in solicitations of proxies for election of directors or is otherwise required to be disclosed under the VSCA or applicable listing standards of the primary exchange on which the Corporation’s capital stock is listed or by the rules and regulations of the SEC promulgated under the Exchange Act, including any proxy statement filed pursuant thereto (in each case, assuming the election is contested),
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(v) a representation as to whether the Noticing Shareholder or any Associated Person intends to solicit proxies in support of director nominees other than Board Nominees in compliance with the requirements of Rule 14a-19(b) under the Exchange Act, including a statement that the Noticing Shareholder or any Associated Person intends to solicit the holders of shares representing at least 67% of the voting power of the shares entitled to vote in the election of directors, and
(vi) the written consent of such Shareholder Nominee to be named in proxy statements as a nominee, to the public disclosure of information regarding or relating to such Shareholder Nominee provided to the Corporation by such Shareholder Nominee or otherwise pursuant to these Bylaws and to serve as a director if elected for the full term.
(e) In addition to the information required pursuant to the foregoing provisions of this Section 1, the Corporation may require any Noticing Shareholder to furnish such other information that would reasonably be expected to be material to a reasonable shareholder’s understanding of (1) the solicitation of proxies from the Corporation’s shareholders by the Noticing Shareholder (or any Associated Person), or (2) the eligibility, suitability or qualifications of a Shareholder Nominee to serve as a director of the Corporation or the independence, or lack thereof, of such Proposed Nominee, under the listing standards of each securities exchange upon which the Corporation’s securities are listed, any applicable rules of the SEC, any publicly disclosed standards used by the Board in selecting nominees for election as a director and for determining and disclosing the independence of the Corporation’s directors, including those applicable to a director’s service on any of the committees of the Board, or the requirements of any other laws or regulations applicable to the Corporation. If requested by the Corporation, any supplemental information required under this paragraph shall be provided by a Noticing Shareholder within 10 days after it has been requested by the Corporation.
(f) The Noticing Shareholder shall (1) notify the Corporation of any inaccuracy or change (within two business days of becoming aware of such inaccuracy or change) in any information previously provided to the Corporation pursuant to this Section 1 and (2) promptly update and supplement information previously provided to the Corporation pursuant to this Section 1, if necessary, so that the information provided or required to be provided shall be true and complete (x) as of the record date for the meeting and (y) as of the date that is 10 calendar days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary of the Corporation at the Corporation’s principal executive offices.
(g) In addition to the other requirements of this Section 1 with respect to any nomination proposed by a shareholder to be made at a meeting, the Noticing Shareholder and each Associated Person shall also comply with all applicable requirements of the Articles, these Bylaws and state and federal law, including the Exchange Act (including Rule 14a-19 thereunder), with respect to any such nomination
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or the solicitation of proxies with respect thereto. In addition to the other requirements of this Section 1, unless otherwise required by law, (i) no Noticing Shareholder or Associated Person shall solicit proxies in support of any nominees other than Board Nominees unless such Noticing Shareholder and Associated Person have complied with Rule 14a-19 under the Exchange Act in connection with the solicitation of such proxies, including the provision to the Corporation of notices required thereunder in a timely manner, and (ii) if such Noticing Shareholder or Associated Person (1) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (2) subsequently fails to comply with any of the requirements of Rule 14a-19 under the Exchange Act, then the Corporation shall disregard any proxies or votes solicited for such Noticing Shareholder’s nominees. Upon request by the Corporation, if any Noticing Shareholder or Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such Noticing Shareholder or Associated Person shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that such Noticing Shareholder or Associated Person has met the requirements of Rule 14a-19 under the Exchange Act.
(h) The immediately foregoing provisions shall not be construed to extend any applicable deadlines hereunder, enable a Noticing Shareholder to change the person or persons specified in the notice for election as director after the advance notice deadlines hereunder have expired or limit the Corporation’s rights with respect to any inaccuracies or other deficiencies in notices provided by a Noticing Shareholder. The Secretary of the Corporation shall deliver each Noticing Shareholder’s notice under this Section 1 that has been timely received to the Board or a committee designated by the Board for review.
(i) Unless otherwise required by law, if the Noticing Shareholder (or a Qualified Representative of the Noticing Shareholder) does not appear at the meeting of shareholders to nominate the individual set forth in the Noticing Shareholder’s notice of nomination as a director, such nomination shall be disregarded, notwithstanding that the Corporation may have received proxies in respect of such vote.
(j) In addition to the information required to be provided by shareholders pursuant to this Section 1, the following information shall be provided to the Secretary by the Noticing Shareholder and/or each Shareholder Nominee:
(i) a completed copy of the Corporation’s form of director’s questionnaire and a written consent of the Shareholder Nominee to the Corporation following such processes for evaluation of such nominee as the Corporation follows in evaluating any person being considered for nomination to the Board of Directors, in the form to be provided by the Secretary within 10 days after receiving a written request therefor from any shareholder of record identified by name;
(ii) the Shareholder Nominee’s agreement to comply with the Corporation’s corporate governance, conflict of interest, confidentiality, share ownership
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and share trading policies, as provided by the Secretary within 10 days after receiving a written request therefor from any shareholder of record identified by name;
(iii) written confirmation that the Shareholder Nominee (A) does not have, and will not have or enter into, any agreement, arrangement or understanding as to how he or she will vote on any matter, if elected as a director of the Corporation, and (B) is not a party to, and will not become a party to, any agreement, arrangement or understanding with any person or entity, including any direct or indirect compensation, reimbursement or indemnification arrangement with any person or entity other than the Corporation in connection with such nominee’s service or action as a director of the Corporation the terms of which have not been fully disclosed in advance to the Secretary of the Corporation;
(iv) written disclosure of any transactions between the Noticing Shareholder and the Shareholder Nominee within the preceding five years; and
(v) any additional information as necessary to permit the Board to determine if each Shareholder Nominee is independent under applicable listing standards with respect to service on the Board or any committee thereof, under any applicable rules of the SEC, and under any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence and qualifications of the Corporation’s directors.
(k) Notwithstanding anything in the Bylaws to the contrary, no nomination for the election of a director shall be considered and voted upon at a meeting except in accordance with the procedures set forth in this Section 1. The chair of a meeting shall, if the facts warrant, determine that a nomination for the election of a director was not brought before the meeting in accordance with the procedures prescribed by this Section 1. If the chair of the meeting should so determine, he or she shall so declare to the meeting, and the nomination for the election of such director not properly brought before the meeting shall not be considered and voted upon.
Section 2. Compensation. Each director, in consideration of his or her serving as such, shall be entitled to receive from the Corporation such amount per annum or such fees for attendance at Board and committee meetings, or both, in cash or other property, including securities of the Corporation, as the Board shall from time to time determine, together with reimbursements for the reasonable expenses incurred by him or her in connection with the performance of his or her duties. Nothing contained herein shall preclude any director from serving the Corporation, or any subsidiary or affiliated corporation, in any other capacity and receiving appropriate compensation therefor. If the Board adopts a resolution to that effect, any director may elect to defer all or any part of the annual and other fees hereinabove referred to for such period and on such terms and conditions as shall be permitted by such resolution.
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Section 3. Place of Meetings.
The Board may hold its meetings at such place or places within or without the Commonwealth of Virginia as it may from time to time by resolution determine or as shall be specified or fixed in the respective notices or waivers of notice thereof.
Section 4. Organization Meeting. After each annual election of directors, as soon as conveniently may be, the newly constituted Board shall meet for the purposes of organization. At such organization meeting, the newly constituted Board shall elect officers of the Corporation and transact such other business as shall come before the meeting. Notice of organization meetings of the Board need not be given. Any organization meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board, or in a waiver of notice thereof signed by all the directors.
Section 5. Regular Meetings. Regular meetings of the Board may be held at such time and place as may from time to time be specified in a resolution adopted by the Board then in effect; and, unless otherwise required by such resolution, or by law, notice of any such regular meeting need not be given.
Section 6. Special Meetings. Special meetings of the Board shall be held whenever called by the Chair of the Board, the Chief Executive Officer or, at the request of any three directors, by the Secretary. Notice of a special meeting shall be mailed to each director, addressed to him or her at his or her residence or usual place of business, not later than the second calendar day before the day on which such meeting is to be held, or may be given to him or her by electronic transmission (as defined in the VSCA). Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, unless required by the Articles or by the VSCA.
Section 7. Quorum. At each meeting of the Board the presence of a majority of the number of directors fixed by these Bylaws shall be necessary to constitute a quorum. The act of a majority of the directors present at a meeting at which a quorum shall be present shall be the act of the Board, except as may be otherwise required by the Articles. Any meeting of the Board may be adjourned by a majority vote of the directors present at such meeting or by the Chair of the Board.
Section 8. Waivers of Notice of Meetings. Anything in these Bylaws or in any resolution adopted by the Board to the contrary notwithstanding, notice of any meeting of the Board need not be given to any director if such notice shall be waived in writing signed by such director before, at or after the meeting, or if such director shall be present at the meeting (unless at the beginning of the meeting, or promptly upon such director’s arrival, he or she objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting). Any meeting of the Board shall be a legal meeting without any notice having been given or regardless of the giving of any notice or the adoption of any resolution in reference
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thereto, if every member of the Board, without objection, shall be present thereat. Except as otherwise provided by law or these Bylaws, waivers of notice of any meeting of the Board need not contain any statement of the purpose of the meeting.
Section 9. Telephone Meetings. Members of the Board or any committee may participate in a meeting of the Board or such committee by means of a conference telephone or other means of communications whereby all directors participating may simultaneously hear each other during the meeting, and participation by such means shall constitute presence in person at such meeting.
Section 10. Actions Without Meetings. Any action that may be taken at a meeting of the Board or of a committee may be taken without a meeting if a consent in writing, setting forth the action, shall be signed, either before or after such action, by all of the directors or all of the members of the committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote.
Section 11. Chair of the Board. A Chair of the Board shall be elected by the Board and shall preside at all meetings of the Board and of the shareholders and, in the absence of the Chair of the Executive Committee, at all meetings of the Executive Committee. He or she shall perform such other duties and exercise such other powers as may from time to time be prescribed by the Board.
ARTICLE III.1
INDEMNIFICATION AND LIMIT ON LIABILITY.
(a) Every person who is or was a director, officer or employee of the Corporation, or who, at the request of the Corporation, serves or has served in any such capacity with another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise shall be indemnified by the Corporation against any and all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action or proceeding (whether brought in the right of the Corporation or any such other corporation, entity, plan or otherwise), civil or criminal, in which he or she may become involved, as a party or otherwise, by reason of his or her being or having been a director, officer or employee of the Corporation, or such other corporation, entity or plan while serving at the request of the Corporation, whether or not he or she continues to be such at the time such liability or expense shall have been incurred, unless such person engaged in willful misconduct or a knowing violation of the criminal law.
As used in this Article III: (i) the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by, a director, officer or employee; (ii) the terms “director,” “officer” and “employee,” unless the context otherwise requires,
1 Compiler’s Note: This Article III was adopted by the shareholders at the Annual Meeting of Shareholders, April 28, 1994.
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include the estate or personal representative of any such person; (iii) a person is considered to be serving an employee benefit plan as a director, officer or employee of the plan at the Corporation’s request if his or her duties to the Corporation also impose duties on, or otherwise involve services by, him or her to the plan or, in connection with the plan, to participants in or beneficiaries of the plan; (iv) the term “occurrence” means any act or failure to act, actual or alleged, giving rise to a claim, action or proceeding; and (v) service as a trustee or as a member of a management or similar committee of a partnership or joint venture shall be considered service as a director, officer or employee of the trust, partnership or joint venture.
The termination of any claim, action or proceeding, civil or criminal, by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the standards of conduct set forth in this paragraph (a). The burden of proof shall be on the Corporation to establish, by a preponderance of the evidence, that the relevant standards of conduct set forth in this paragraph (a) have not been met.
(b) Any indemnification under paragraph (a) of this Article shall be made unless (i) the Board, acting by a majority vote of those directors who were directors at the time of the occurrence giving rise to the claim, action or proceeding involved and who are not at the time parties to such claim, action or proceeding (provided there are at least five such directors), finds that the director, officer or employee has not met the relevant standards of conduct set forth in such paragraph (a), or (ii) if there are not at least five such directors, the Corporation’s principal Virginia legal counsel, as last designated by the Board as such prior to the time of the occurrence giving rise to the claim, action or proceeding involved, or in the event for any reason such Virginia counsel is unwilling to so serve, then Virginia legal counsel mutually acceptable to the Corporation and the person seeking indemnification, deliver to the Corporation their written advice that, in their opinion, such standards have not been met.
(c) Expenses incurred with respect to any claim, action or proceeding of the character described in paragraph (a) shall, except as otherwise set forth in this paragraph (c), be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he or she is not entitled to indemnification under this Article III. No security shall be required for such undertaking and such undertaking shall be accepted without reference to the recipient’s financial ability to make repayment. Notwithstanding the foregoing, the Corporation may refrain from, or suspend, payment of expenses in advance if at any time before delivery of the final finding described in paragraph (b), the Board or Virginia legal counsel, as the case may be, acting in accordance with the procedures set forth in paragraph (b), find by a preponderance of the evidence then available that the officer, director or employee has not met the relevant standards of conduct set forth in paragraph (a).
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(d) No amendment or repeal of this Article III shall adversely affect or deny to any director, officer or employee the rights of indemnification provided in this Article III with respect to any liability or expense arising out of a claim, action or proceeding based in whole or substantial part on an occurrence the inception of which takes place before or while this Article III, as adopted by the shareholders of the Corporation at the 1986 Annual Meeting of the Corporation, is in effect. The provisions of this paragraph (d) shall apply to any such claim, action or proceeding whenever commenced, including any such claim, action or proceeding commenced after any amendment or repeal to this Article III.
(e) The rights of indemnification provided in this Article III shall be in addition to any rights to which any such director, officer or employee may otherwise be entitled by contraction or as a matter of law.
(f) In any proceeding brought by or in the right of the Corporation or brought by or on behalf of shareholders of the Corporation, no director or officer of the Corporation shall be liable to the Corporation or its shareholders for monetary damages with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article lll, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law or any federal or state securities law.
(g) An amendment to this Article III shall be approved only by a majority of the votes entitled to be cast by each voting group entitled to vote thereon.
ARTICLE IV.
COMMITTEES.
Section 1. Executive Committee. The Board may, by resolution or resolutions adopted by a majority of the number of directors fixed by these Bylaws, appoint two or more directors to constitute an Executive Committee, each member of which shall serve as such during the pleasure of the Board, and may designate for such Executive Committee a Chair, who shall continue as such during the pleasure of the Board.
All completed action by the Executive Committee shall be reported to the Board at its meeting next succeeding such action or at its meeting held in the month following the taking of such action.
The Executive Committee shall fix its own rules of procedure and shall meet where and as provided by such rules or by resolution of the Board.
During the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise all the power and authority of the Board (including, without limitation, all the power and authority of the Board in the management, control and direction of the financial affairs of the Corporation) except with respect to those matters reserved to the Board by the VSCA, in such manner as the Executive
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Committee shall deem best for the interests of the Corporation, in all cases in which specific directions shall not have been given by the Board.
Section 2. Other Committees. To the extent permitted by the VSCA, the Board may from time to time by resolution adopted by a majority of the number of directors fixed by these Bylaws create such other committees of directors as the Board shall deem advisable and with such limited authority, functions and duties as the Board shall by resolution prescribe. The Board shall have the power to change the members of any such committee at any time, to fill vacancies, and to discharge any such committee, either with or without cause, at any time. Such committees shall fix their own rules of procedure and shall meet where and as provided by such rules or by resolution of the Board.
Section 3. Committee Meetings; Miscellaneous. The provisions of Article II relating to meetings, quorum and voting, notice and waiver of notice and consents shall apply to the Executive Committee and other committees of directors and their respective members.
ARTICLE V.
OFFICERS.
Section 1. Number, Term, Election. The officers of the Corporation shall be a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer, a Controller and a Secretary. The Board may appoint one or more Vice Presidents and such other officers and such assistant officers and agents with such powers and duties as the Board may find necessary or convenient to carry on the business of the Corporation. Such officers and assistant officers shall serve until their successors shall be chosen, or as otherwise provided in these Bylaws. Any two or more offices may be held by the same person.
Section 2. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board and any Executive Committee, have full authority and responsibility for directing the conduct of the business, affairs and operations of the Corporation. In addition to acting as Chief Executive Officer of the Corporation, he or she shall perform such other duties and exercise such other powers as may from time to time be prescribed by the Board and shall see that all orders and resolutions of the Board and any Executive Committee are carried into effect. In the event of the inability of the Chief Executive Officer to act, the Board will designate an officer of the Corporation to perform the duties of that office.
Section 3. President. The President shall have such powers and perform such duties as may from time to time be prescribed by the Board or, if he or she shall not be the Chief Executive Officer, by the Chief Executive Officer.
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Section 4. Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation and shall have such powers and perform such duties as may be prescribed by the Board or the Chief Executive Officer.
Section 5. Vice Presidents. Each Vice President appointed by the Board shall have such powers and perform such duties as may from time to time be prescribed by the Board, the Chief Executive Officer or any officer to whom the Chief Executive Officer may have delegated such authority.
Section 6. Treasurer. The Treasurer shall have the general care and custody of the funds and securities of the Corporation. He or she shall perform such other duties and exercise such other powers as may from time to time be prescribed by the Board, the Chief Executive Officer or any officer to whom the Chief Executive Officer may have delegated such authority. If the Board shall so determine, he or she shall give a bond for the faithful performance of his or her duties, in such sum as the Board may determine to be proper, the expense of which shall be borne by the Corporation. To such extent as the Board shall deem proper, the duties of the Treasurer may be performed by one or more assistants, to be appointed by the Board.
Section 7. Controller. The Controller shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements and other transactions of the Corporation and cause regular audits of the books and records of the Corporation to be made. He or she shall also perform such other duties and exercise such other powers as may from time to time be prescribed by the Board, the Chief Executive Officer or any officer to whom the Chief Executive Officer may have delegated such authority. If the Board shall so determine, he or she shall give a bond for the faithful performance of his or her duties, in such sum as the Board may determine to be proper, the expense of which shall be borne by the Corporation. To such extent as the Board shall deem proper, the duties of the Controller may be performed by one or more assistants, to be appointed by the Board.
Section 8. Secretary. The Secretary shall keep the minutes of meetings of shareholders, of the Board, and, when requested, of committees of the Board; and he or she shall attend to the giving and serving of notices of all meetings thereof. He or she shall keep or cause to be kept such stock and other books, showing the names of the shareholders of the Corporation, and all other particulars regarding them, as may be required by law. He or she shall also perform such other duties and exercise such other powers as may from time to time be prescribed by the Board, the Chief Executive Officer or any officer to whom the Chief Executive Officer may have delegated such authority. To such extent as the Board shall deem proper, the duties of the Secretary may be performed by one or more assistants, to be appointed by the Board.
ARTICLE VI.
REMOVALS, RESIGNATIONS AND VACANCIES.
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Section 1. Removal of Directors. Any director may be removed at any time but only with cause, by the affirmative vote of the holders of record of a majority of the shares of the Corporation entitled to vote on the election of directors, taken at a special meeting of the shareholders, the purpose, or one of the purposes, of which (as stated in the meeting notice) is removal of the director.
Section 2. Removal of Officers. Any officer, assistant officer or agent of the Corporation may be removed at any time, either with or without cause, by the Board in its absolute discretion. Any such removal shall be without prejudice to the recovery of damages for breach of the contract rights, if any, of the officer, assistant officer or agent removed. Election or appointment of an officer, assistant officer or agent shall not of itself create contract rights.
Section 3. Resignation. Any director, officer or assistant officer of the Corporation may resign as such at any time by giving his or her written resignation to the Board, the Chief Executive Officer or the Secretary of the Corporation. Such resignation shall take effect at the time or upon the occurrence of a future event specified therein or, if no time or such event is specified therein, at the time of delivery thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. Vacancies. Any vacancy in the Board caused by death, resignation, disqualification, removal, an increase in the number of directors, or any other cause, may be filled (a) by the holders of shares of the Corporation entitled to vote on the election of directors, but only at an annual meeting of shareholders, or (b) by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board at any regular or special meeting thereof. Each director so elected by the Board shall hold office until the next annual election of directors, and each director so elected by the shareholders shall hold office for a term expiring at the first annual meeting of shareholders subsequent to the annual meeting of shareholders at which such director was so elected by the shareholders, and, in each case, until his or her successor shall be elected, or until his or her death, or until he or she shall resign, or until he or she shall have been removed in the manner hereinabove provided. Any vacancy in the office of any officer or assistant officer caused by death, resignation, removal or any other cause, may be filled by the Board for the unexpired portion of the term.
ARTICLE VII.
CONTRACTS, LOANS, CHECKS, DRAFTS, DEPOSITS, ETC.
Section 1. Execution of Contracts. Except as otherwise provided by law or by these Bylaws, the Board (i) may authorize any officer, employee or agent of the Corporation to execute and deliver any contract, agreement or other instrument in writing in the name and on behalf of the Corporation, and (ii) may authorize any officer, employee or agent of the Corporation so authorized by the Board to delegate such authority by written instrument to other officers, employees or agents of the Corporation. Any such authorization by the Board may be general or specific and shall be subject to
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such limitations and restrictions as may be imposed by the Board. Any such delegation of authority by an officer, employee or agent may be general or specific, may authorize re-delegation, and shall be subject to such limitations and restrictions as may be imposed in the written instrument of delegation by the person making such delegation.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no negotiable paper shall be issued in its name unless authorized by the Board. When authorized by the Board, any officer, employee or agent of the Corporation may effect loans and advances at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation and when so authorized may pledge, hypothecate or transfer any securities or other property of the Corporation as security for any such loans or advances. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of indebtedness of the Corporation shall be signed on behalf of the Corporation in such manner as shall from time to time be determined by the Board.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select or as may be selected by the Treasurer or any other officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board.
Section 5. Voting of Securities. Unless otherwise provided by the Board, the Chief Executive Officer may from time to time appoint an attorney or attorneys, or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as such officer may deem necessary or proper in the premises.
ARTICLE VIII.
CAPITAL STOCK.
Section 1. Certificates. Shares of the stock of the Corporation may be certificated or uncertificated, as provided under the VSCA. Each shareholder, upon written request to the transfer agent of the Corporation, shall be entitled to a certificate
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for the stock of the Corporation in such form as may from time to time be approved by the Board, signed by the Chair of the Board, the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer or any other officer authorized by these Bylaws or a resolution of the Board. Any such certificate may, but need not, bear the seal of the Corporation or a facsimile thereof. If any such certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation or an employee of the Corporation, the signatures of any of the officers above specified upon such certificate may be facsimiles. In case any such officer who shall have signed or whose facsimile signature shall have been placed upon such certificate shall have ceased to be such before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer had not ceased to be such at the date of its issue.
Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice setting forth: the name of the Corporation; that the Corporation is organized under the law of the Commonwealth of Virginia; the name of the shareholder; the number and class of shares (and the designation of the series, if any); and any restrictions on the transfer or registration of transfer of such shares of stock imposed by the Articles, these Bylaws, any agreement among shareholders or any agreement between shareholders and the Corporation. Such notice shall either (i) contain a summary of the designations, rights, preferences and limitations applicable to each class or series within a class that the Corporation is authorized to issue and the variations in rights, preferences and limitations determined for each series (and the authority of the Board to determine variations for future series) or (ii) a statement that the Corporation will furnish the shareholder this information on request in writing and without charge.
Section 2. Transfers. Uncertificated shares of stock of the Corporation shall be transferable upon proper instructions from the holder of such shares, and certificated shares of the Corporation shall be transferable on the stock books of the Corporation by the holder in person or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary or the transfer agent. Except as hereinafter provided in the case of loss, destruction or mutilation of certificates, no transfer of certificated stock shall be entered until the previous certificate, if any, given for the same shall have been surrendered and canceled. Except as otherwise provided by law, no transfer of shares shall be valid as against the Corporation, its shareholders or creditors, for any purpose, until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred. The Board may also make such additional rules and regulations as it may deem expedient concerning the issue and transfer of certificates representing shares of the capital stock of the Corporation.
Section 3. Status as Shareholders. Except as may otherwise be required by the VSCA, by the Articles or by these Bylaws, the Corporation shall be entitled to treat (i) each record holder of certificated shares, as shown on its books, and (ii) each registered owner of uncertificated shares, as the owner of such stock for all purposes, including the
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payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until (i) any certificated shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws, or (ii) proper notice of such event as to any uncertificated shares has been given to the Corporation by the registered owner thereof. It shall be the duty of (i) each record holder of certificated shares and (ii) each registered owner of uncertificated shares, in either case, to notify the Corporation of his or her post office address and any changes thereto.
Section 4. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 70 calendar days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 calendar days after the date fixed for the original meeting.
Section 5. Lost, Destroyed or Mutilated Certificates. In case of loss, destruction or mutilation of any certificate of stock upon proof of such loss, destruction or mutilation and upon the giving of a bond of indemnity to the Corporation in such form and in such sum as the Board may direct (or without requiring any bond when, in the judgment of the Board, it is proper so to do), the Corporation may issue a new certificate or may issue uncertificated shares in place of the certificate previously issued by the Corporation.
Section 6. Control Share Acquisitions. Article 14.1 of Chapter 9 of Title 13.1 of the Code of Virginia shall not apply to acquisitions of shares of the Corporation.
ARTICLE IX.
INSPECTION OF RECORDS.
The Board from time to time shall determine whether, to what extent, at what times and places, and under what conditions and regulations the accounts and books and papers of the Corporation, or any of them, shall be open for the inspection of the shareholders, and no shareholder shall have any right to inspect any account or book or paper of the Corporation except as expressly conferred by statute or by these Bylaws or authorized by the Board.
ARTICLE X.
AUDITOR.
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The Board shall annually appoint an independent accountant who shall carefully examine the books of the Corporation. One such examination shall be made immediately after the close of the fiscal year and be ready for presentation at the annual meeting of shareholders of the Corporation, and such other examinations shall be made as the Board may direct.
ARTICLE XI.
SEAL.
The seal of the Corporation shall be circular in form and shall bear the name of the Corporation and the year “1892.”
ARTICLE XII.
FISCAL YEAR.
The fiscal year of the Corporation shall end on the 31st day of December in each year.
ARTICLE XIII.
AMENDMENTS.
The Bylaws of the Corporation may be altered, amended or repealed and new Bylaws may be adopted by the Board (except to the extent limited by Section 1 of Article II and Article III(g)), or by the holders of the outstanding shares of the Corporation entitled to vote generally at any annual or special meeting of the shareholders when notice thereof shall have been given in the notice of the meeting of shareholders.
ARTICLE XIV.
HEADINGS; USAGE.
The headings of Sections in these Bylaws are provided for convenience only and shall not affect their construction or interpretation. All references to “Section” or “Sections” refer to the corresponding Section or Sections of these Bylaws. All references to specific sections of the VSCA shall be deemed to refer to any successor provision of such statute or any successor statute, as appropriate. All references in these Bylaws to gender or number shall be construed to mean such gender or number as is appropriate in the particular circumstances.
EMERGENCY BYLAWS.
Section 1. Definitions. As used in these Emergency Bylaws,
(a) the term “period of emergency” shall mean any period during which a quorum of the Board cannot readily be assembled because of some catastrophic event.
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(b) the term “incapacitated” shall mean that the individual to whom such term is applied shall not have been determined to be dead but shall be missing or unable to discharge the responsibilities of his or her office; and
(c) the term “senior officer” shall mean the President, any corporate Vice President, the Treasurer, the Controller and the Secretary, and any other person who may have been so designated by the Board before the emergency.
Section 2. Applicability. These Emergency Bylaws, as from time to time amended, shall be operative only during any period of emergency. To the extent not inconsistent with these Emergency Bylaws, all provisions of the regular Bylaws of the Corporation shall remain in effect during any period of emergency.
No officer, director or employee shall be liable for actions taken in good faith in accordance with these Emergency Bylaws.
Section 3. Board of Directors.
(a) A meeting of the Board may be called by any director or senior officer of the Corporation. Notice of any meeting of the Board need be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio, and at a time less than 24 hours before the meeting if deemed necessary by the person giving notice.
(b) At any meeting of the Board, three directors in attendance shall constitute a quorum. Any act of a majority of the directors present at a meeting at which a quorum shall be present shall be the act of the Board. If less than three directors should be present at a meeting of the Board, any senior officer of the Corporation in attendance at such meeting shall serve as a director for such meeting, selected in order of rank and within the same rank in order of seniority.
(c) In addition to the Board’s powers under the regular Bylaws of the Corporation to fill vacancies on the Board, the Board may elect any individual as a director to replace any director who may be incapacitated and to serve until the latter ceases to be incapacitated or until the termination of the period of emergency, whichever first occurs. In considering officers of the Corporation for election to the Board, the rank and seniority of individual officers shall not be pertinent.
(d) The Board, during as well as before any such emergency, may change the principal office or designate several alternative offices or authorize the officers to do so.
Section 4. Appointment of Officers. In addition to the Board’s powers under the regular Bylaws of the Corporation with respect to the election of officers, the Board may elect any individual as an officer to replace any officer who may be incapacitated and to serve until the latter ceases to be incapacitated.
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Section 5. Amendments. These Emergency Bylaws shall be subject to repeal or change by further action of the Board or by action of the shareholders, except that no such repeal or change shall modify the provisions of the second paragraph of Section 2 with regard to action or inaction prior to the time of such repeal or change. Any such amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.
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OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
Section 1. Purpose.
The general purposes of the Olin Corporation 2026 Long Term Incentive Plan (the “Plan”) are to attract and retain persons eligible to participate in the Plan, motivate Participants with appropriate incentives to achieve long-range goals, provide incentive compensation opportunities that are competitive with those of other similar companies, and further align Participants’ interests with those of other shareholders of Olin Corporation through compensation that is based on Olin’s Shares; and thereby promote the long-term financial interest of Olin and its Affiliates, including growth in the value of Olin’s equity and enhancement of long-term shareholder return.
This Plan supersedes the Olin Corporation 2021 Long Term Incentive Plan (“2021 Plan”), the Olin Corporation 2018 Long Term Incentive Plan (“2018 Plan”), the Olin Corporation 2016 Long Term Incentive Plan (“2016 Plan”), the Olin Corporation 2014 Long Term Incentive Plan (“2014 Plan”), the Olin Corporation 2009 Long Term Incentive Plan (“2009 Plan”), the Olin Corporation 2003 Long Term Incentive Plan (“2003 Plan”), and the 1997 Stock Plan for Non-Employee Directors (“1997 Plan”) (and collectively the 2021 Plan, 2018 Plan, 2016 Plan, 2014 Plan, 2009 Plan, 2003 Plan, and 1997 Plan, the “Prior Plans”) as of the Effective Date. On and after the Effective Date, no new awards shall be granted under the Prior Plans, although outstanding awards previously granted under the Prior Plans prior to the Effective Date shall continue to be governed by the terms of the applicable Prior Plan.
Section 2. Definitions.
For the purposes of this Plan, the following words and phrases shall have the meanings indicated, unless the context clearly indicates otherwise:
(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 Cash Bonus Award 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.
(e)“Calendar Year” means January 1 through December 31 of any given year.
(f)“Cash Bonus Award” means an award of a cash bonus granted under Section 6(e) of the Plan.
(g)“Cause” shall have the meaning set forth in the applicable Award Agreement or any employment, consulting or any other agreement between the Participant and the Company or an Affiliate in effect at the time of such termination; provided that, if no such agreement exists
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or no definition is included therein, Cause shall mean: (i) Participant’s material breach of a written agreement with the Company; (ii) Participant’s intentional misconduct or gross negligence related to the Company or its business; (iii) Participant causing the Company to materially violate applicable laws; (iv) a governmental agency or regulator prohibiting Participant, on a temporary or permanent basis, from participating in any of the Company’s affairs; (v) Participant’s conduct outside of work that causes harm or is likely to cause harm to the Company or its reputation; or (vi) Participant’s indictment, conviction, guilty plea, or no contest plea for any felony or any crime deemed serious by the Company.
(h)“Change in Control” means any of the following, provided that the following constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of the Company’s assets” within the meaning of Code Section 409A:
(i)The acquisition by one Person, or more than one Person acting as a group, of ownership of stock (including Shares) of the Company that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Company. Notwithstanding the above, if any person or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Company, the acquisition of additional stock by the same person or persons will not constitute a Change in Control; or
(ii)A majority of the members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company’s Board of Directors before the date of the appointment or election; or
(iii)The sale, transfer or other disposition of all or substantially all of the business or assets of the Company.
Persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
(i)“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any applicable rules, regulations and/or other guidance thereunder. A reference to any provision of the Code shall include reference to any successor provision of the Code.
(j)“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, and (ii) 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). In the event no Committee has been designated by the Board, Committee shall mean the Compensation Committee.
(k)“Effective Date” means the date this 2026 Long Term Incentive Plan is approved by Olin’s shareholders.
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(l)“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.
(m)“Exchange Act” means the Securities Exchange Act of 1934.
(n)“Fair Market Value” means, (i) with respect to Shares, a price that is based on the opening, closing, actual, high, low, average or mean selling prices of such Shares 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 shall mean the average of the high and low sales price per Share as reported 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, rounded to two decimal places 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.
(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” shall have the meaning set forth in the applicable Award Agreement or any employment, consulting or any other agreement between the Participant and the Company or an Affiliate in effect at the time of such termination; provided that, if no such agreement exists or no definition is included therein, Good Reason Event shall mean the occurrence, without a Participant’s prior express written consent, of any of the following circumstances (i) a material diminution in the Participant's base compensation or total incentive compensation opportunity, (ii) a material diminution in the Participant's authority, duties, or responsibilities, (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom the Participant is required to report, including a requirement that a Participant report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation), (iv) a material diminution in the budget over which the Participant retains authority, (v) a material change in the geographic location at which the Participant must perform the services, and (vi) any other action or inaction that constitutes a material breach by the Company or an Affiliate of the agreement under which the Participant provides services, provided the Participant provides written notice to the Company of the existence of the condition described in this Section within 30 days of the initial existence of the condition, and provided further that the Company or an Affiliate does not remedy such condition within 30 days of receipt of such notice.
(q)“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.
(r)“Non-Employee Director” means a member of the Board who is not an employee of the Company or any subsidiary thereof.
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(s)“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.
(t)“Olin” means Olin Corporation and any successor entity.
(u)“Option” means an Incentive Stock Option or a Non-Qualified Stock Option granted under Section 6(a) of the Plan.
(v)“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).
(w)“Participant” means an Employee, Non-Employee Director, or other eligible service provider granted an Award under the Plan.
(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)“Plan” means this Olin Corporation 2026 Long Term Incentive Plan.
(aa)“Qualifying Termination” means:
(i)Participant is discharged by Olin, upon or within two years following a Change in Control, other than for Cause and other than due to Participant’s death or Total and Permanent Disability (as defined under the terms of Olin’s long-term disability plan); or
(ii)A Good Reason Event occurs upon or within two years following a Change in Control and Participant terminates employment as a result of such Good Reason Event during the 90 day period that follows such Good Reason Event.
(bb)“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.
(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 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.
(ee)“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.
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(ff)“Retirement” means a resignation of employment following attainment of age 55 and having completed at least five (5) full years of service with Olin or any Affiliate.
(gg)“Rule 16b-3” means Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act.
(hh)“Shares” means the common stock of Olin and such other securities or property as may become the subject of Awards.
(ii)“Stock Appreciation Right” or “SAR” means any such right granted under Section 6(b) of the Plan.
Section 3. Administration.
(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 or desirable to comply with, or to take account of, 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.
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(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. Except pursuant to Section 4(c), 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).
(f)Liability. No member of the Board or the Committee shall be subject to individual liability with respect to the Plan.
Section 4. Shares Available for Awards.
(a)Shares Available. Subject to adjustments as provided in Section 4(c) below, the aggregate number of Shares available for granting Awards under the Plan from and after the Effective Date shall be 4,500,000 Shares, each of which may be granted as Incentive Stock Options and all other types of awards under the Plan. The reserves may consist of authorized but unissued Shares or of reacquired Shares, or both. If any Shares are forfeited, cancelled, expire or otherwise terminate, or such Award is settled for cash (in whole or in part) (including with respect to any awards outstanding under a Prior Plan as of the Effective Date), the Shares subject to such Award shall, to the extent of such forfeiture, cancellation, expiration, or cash settlement, be available for future grants of Awards under the Plan. In addition, other than in the case of any Option or Stock Appreciation Right, Shares tendered by a Participant or withheld by Olin to satisfy any tax withholding obligation (including with respect to any awards outstanding under a Prior Plan as of the Effective Date) shall be available for future grants of Awards under the Plan. For the avoidance of doubt, the following Shares shall not be available for future grants of Awards under the Plan: Shares (i) tendered by a Participant or withheld by Olin to satisfy any tax withholding obligation on any Option or Stock Appreciation Right (including with respect to any awards outstanding under the Prior Plan as of the Effective Date), (ii) tendered by a Participant or withheld by Olin to satisfy any exercise price payment (including with respect to any awards outstanding under the Prior Plan as of the Effective Date), or (iii) purchased using proceeds received as payment for any exercise price. The payment of dividend equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Shares available for issuance under the Plan.
(b)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. Fractional Shares will be rounded down to the nearest whole Share.
(c)Adjustments. In the event of any extraordinary dividend, stock split-up, stock dividend, spin-off, issuance of targeted stock, recapitalization, warrant or rights issuance, or combination, exchange or reclassification with respect to the Shares or any other class or series of stock of Olin, or consolidation, merger or sale of all, or substantially all, of the assets of Olin, (i) the
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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, shall be adjusted by the Committee, whose determination shall be conclusive; provided that, no such adjustment shall enhance the intrinsic value of the Award as of immediately prior to the applicable triggering event.
(d)Non-Employee Director Grants. Notwithstanding any provision in this Plan to the contrary, the maximum number of Shares subject to Awards granted during a single Calendar Year to any Non-Employee Director, taken together with any cash fees awarded during the Calendar Year to the Non-Employee Director in respect of such Non-Employee Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not have an aggregate Fair Market Value determined on the date on which the applicable Award is granted in excess of $750,000.
(e)Substitute Awards. Awards may be granted under this Plan from time to time in substitution for Awards held by employees of other corporations who are about to become Employees, or whose employer is about to become an Affiliate, as the result of a merger or consolidation of Olin or an Affiliate with another corporation, the acquisition by Olin or an Affiliate of all or substantially all the assets of another corporation or the acquisition by Olin or an Affiliate of at least 50% of the issued and outstanding stock of another corporation. The terms and conditions of the substitute Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Board or Committee, as applicable, at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the Awards in substitution for which they are granted.
Section 5. Eligibility.
Any Employee, including any officer or Employee-director, and any consultant, independent contractor, or other service provider, including any Non-Employee Director, shall be eligible to be designated a Participant, subject to any restrictions imposed by applicable law.
Section 6. 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 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. 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
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the Committee and described below, payment may be made as soon as practicable after the exercise). The exercise price shall be payable in cash or, unless the Committee prohibits it, 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. 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.
(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. Incentive Stock Options shall not be granted to Non-Employee Directors.
(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, provided that in no event shall the term of a Stock Appreciation Right exceed a period of ten years from the date of its grant.
(c)Restricted Stock, Restricted Stock Unit, and Performance Share 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 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)Restrictions. Any such Award shall be subject to such conditions, restrictions and contingencies as the Committee may impose (including, without limitation, any limitation
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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.
(d)Other Awards.
(i)Issuance. The Committee is authorized to grant other Awards 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)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 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.
(e)Cash Bonus Awards. The Committee shall have the authority to make an Award of a cash bonus to any Participant. Any such Award may be subject to a performance period, performance goals or such other terms and conditions as the Committee may designate in the applicable Award Agreement.
Section 7. Forms of Payment Under Awards.
Subject to the terms of the Plan and of any applicable Award Agreement, including Section 6(a)(iii) above, 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.
Section 8. Dividends and Dividend Equivalents.
An Award (other than Options or Stock Appreciation Rights) may provide the Participant with the right to receive dividends or dividend equivalent payments with respect to Shares subject to the Award which may be settled in cash or Shares as determined by the Committee; provided, however, that such dividends or dividend equivalents shall be subject to the same vesting restrictions, including any service and performance conditions as the underlying Award. Any such settlements, and any such crediting of dividends or dividend equivalents or reinvestment in Shares, may be subject to such additional conditions, restrictions and contingencies as the Committee shall establish. Notwithstanding the foregoing, a Participant who is entitled to dividends or dividend equivalents shall not be entitled to receive a special or extraordinary dividend or distribution unless the Committee shall have expressly authorized such receipt.
In no event shall dividends or dividend equivalents (whether paid in cash or Shares) be paid with respect to any Options or any Stock Appreciation Rights.
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Section 9. Additional Conditions to Enjoyment of Awards.
A Participant may be required to enter into a restrictive covenants agreement in a form provided by the Company or an Affiliate as a condition to receipt of an Award.
Section 10. Forfeiture Events.
(a)Termination for Cause / Violation of Restrictive Covenants. 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 Award has been granted under the Plan shall be terminated by Olin or an Affiliate with Cause or the applicable Participant violates any restrictive covenants entered into by the Participant and the Company or an Affiliate, any outstanding Award, including both vested and unvested portions and any dividends and dividend equivalents attributable thereto, shall be immediately forfeited and deemed null and void as of the date of such termination of employment.
(b)Other Termination of Employment. 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 Award has been granted under the Plan shall be terminated by Olin or an Affiliate or by a Participant for any reason other than a termination by Olin or an Affiliate with Cause:
(i)The unvested portion of the terminated Participant’s Award(s), including any dividends and dividend equivalents attributable thereto, shall be immediately forfeited and deemed null and void as of the date of such termination of employment; and
(ii)Any vested Option held by the Participant may be exercised 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.
Awards 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.
(c)Other Forfeitures. For the avoidance of doubt, the Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, acceleration, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
Section 11. Change in Control.
(a)General Rule. The provisions of this Section 11 shall apply in the case of a Change in Control, unless otherwise provided in the Award Agreement, the operative transaction agreements related to the Change in Control, or any separate agreement with a Participant governing an Award.
(b)Discretion to Cash Out Awards. In the event of a Change in Control, the Committee may in its discretion, cancel any outstanding vested Awards and pay to the holders thereof, in cash or
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stock, or any combination thereof, the value of such vested Awards based upon the price per Share received or to be received by other shareholders of Olin upon such Change in Control.
(c)Assumption of Awards. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, assume or continue Olin’s rights and obligations under each or any Award or portion thereof outstanding immediately prior to the Change in Control or substitute for each or any such outstanding Award or portion thereof a substantially equivalent award with respect to the Acquiror’s stock, as applicable. For purposes of this Section, if so determined by the Committee in its discretion, an Award denominated in Shares shall be deemed assumed if, following the Change in Control, the Award confers the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise or settlement of the Award, for each Share subject to the Award, to consist solely of common stock of the Acquiror equal in Fair Market Value to the per Share consideration received by holders of Shares pursuant to the Change in Control.
(d)Vesting Provisions. Unless otherwise specified in the applicable Award Agreement or policies adopted by the Compensation Committee, (i) any Award or portion thereof which is not assumed, continued or substituted as provided herein by the Acquiror in connection with the Change in Control, irrespective of the vesting schedule, shall become fully vested (with any performance conditions considered achieved at target levels) and immediately exercisable and, if applicable, the restricted period shall end as of the time of consummation of the Change in Control and (ii) any Award or portion thereof which is assumed, continued or substituted as provided herein by the Acquiror in connection with the Change in Control, irrespective of the vesting schedule, shall become fully vested (with any performance conditions considered achieved at target levels) and immediately exercisable and, if applicable, the restricted period shall end as of the time of consummation of the Change in Control upon a Participant’s Qualifying Termination.
(e)Golden Parachute Payments. In the event any payment(s) or the value of any benefit(s) received or to be received by a Participant in connection with or contingent upon a Change in Control (whether received or to be received pursuant to the terms of the Plan or any Award Agreement or of any other plan, arrangement or agreement of the Company, its successors, any person whose actions result in a Change in Control, or any person affiliated with any of them (or which, as a result of the completion of the transaction(s) causing a Change in Control, will become affiliated with any of them) (collectively, the “Payments”)), are determined, under the provisions of this subsection to be subject to an excise tax imposed by Code Section 4999 (any such excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), as determined in this subsection, then the Company shall reduce the aggregate amount of the Payments payable to the Participant such that no Excise Tax shall be payable by the Participant and the Payments shall not cease to be deductible by the Company by reason of Code Section 280G (or any successor provision thereto). Notwithstanding the foregoing, the Company shall not reduce the
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aggregate amount of the Payments payable to the Participant pursuant to the foregoing sentence if the After-Tax Amount (as defined below) of the unreduced Payments is greater than the After-Tax Amount that would have been paid had the Payments been reduced pursuant to the foregoing sentence. For purposes of this Agreement “After-Tax Amount” means the portion of a specified amount that would remain after payment of all Excise Taxes (if any), income taxes, payroll and withholding taxes, and other applicable taxes paid or payable by Participant in respect of such specified amount. Any reductions shall be made in a manner intended to comply with Section 409A of the Code.
Section 12. Amendment and Termination.
(a)Amendments to the Plan. The Committee may amend, suspend, discontinue or terminate the Plan at any time; provided that, (i) no amendment that would require approval of Olin’s shareholders under any applicable law, regulation or rule, including the rules of any stock exchange or quotation system upon which the Shares may then be listed or quoted shall be made without obtaining such shareholder approval and (ii) no amendment, suspension, discontinuance or termination may apply to the terms of any outstanding Award (contingent or otherwise) granted prior to the effective date of such amendment, suspension, discontinuance or termination, in a manner which would reasonably be considered to be adverse to the Participant, without the Participant’s consent.
(b)Amendments to Awards. The Committee may waive any conditions or rights with respect to, or amend, alter, suspend, discontinue, or terminate, any unexercised or unvested 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, discontinuance or termination may apply to the terms of any outstanding Award (contingent or otherwise) granted prior to the effective date of such amendment, suspension or termination, in a manner which would reasonably be considered to be adverse to the Participant, without the Participant’s consent.
(c)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(c) 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.
(d)Successors. All obligations of Olin under the Plan, with respect to any Awards granted hereunder, shall be binding on any successor to Olin, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the business and/or assets of Olin.
Section 13. General Provisions.
(a)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
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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.
(b)Compliance with Applicable Laws. 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.
(c)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.
(d)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.
(e)Beneficiary Designations. 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.
(f)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.
(g)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.
(h)Rights of a Shareholder. No Award shall confer on any Participant any of the rights of a shareholder of Olin unless and until Shares are in fact issued to such Participant, without restriction, in connection with such Award.
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(i)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 to satisfy the withholding requirement, at the Committee’s discretion, in whole or in part, by having Olin withhold Shares having a Fair Market Value on the date the tax is to be determined (A) subject to the approval of the Committee, equal to the minimum statutory total tax that could be imposed on the transaction, or (B) solely to the extent authorized by the Committee in advance, at a higher rate up to the maximum 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. No opinion is expressed nor warranties made as to the tax effects under federal, foreign, state or local laws or regulations of any Award granted under the Plan. Regardless of whether Awards are intended to qualify for favorable tax treatment, Olin does not warrant or represent that such treatment will be available.
(j)Whistleblower Provisions. Nothing contained herein prohibits the Participant from: (i) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, (ii) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations, or (iii) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the U.S. Securities and Exchange.
(k)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. Any legal action against the Plan, Olin, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.
(l)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.
(m)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.
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(n)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. 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.
(o)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 use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the Participant’s acceptance of, or actions under, an Award Agreement. 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.
(p)Olin Policies. Notwithstanding any other provisions of this Plan, (i) all Awards will be subject to any Company policy that Olin or an Affiliate may adopt and/or amend from time to time regarding the hedging or pledging (or any similar transaction) of Company securities and (ii) all Awards shall be subject to such deductions and clawback as may be required to be made pursuant to any law, government regulation or stock exchange listing requirement, or any policy adopted by Olin or an Affiliate, regardless of when such policy is adopted.
(q)409A Compliance. It is intended that the Plan (and any Award) will comply with or be exempt from 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 or exemption from 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 Award 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.
Section 14. Effective Date and Term.
The Plan shall be effective as of the Effective Date and, if not terminated earlier pursuant to Section 12, shall remain in effect until the tenth anniversary of the Effective Date. In the event of a Plan termination, the Plan shall remain in effect as long as any Awards under it are outstanding; provided; however, that, to the extent required by the Code, no Incentive Stock Option may be granted under the Plan on a date that is more than ten years from the Effective Date.
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OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
SHARE GRANT NOTICE
Olin Corporation (the “Company”) hereby grants to the Participant the number of Shares (“Shares”) set forth below, subject to the terms and conditions of this Share Grant Notice (this “Grant Notice”), the Share Award Agreement attached hereto (the “Agreement”), and the Olin Corporation 2026 Long Term Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement or the Plan, as applicable, which are incorporated herein by reference.
| Participant Name: | |||||||||||
| Shares Granted: | |||||||||||
| Grant Date: | |||||||||||
| Vesting: | 100% Vested on Grant Date | ||||||||||
OLIN CORPORATION
________________________________
By:
Title:
The Participant represents that he or she is familiar with the terms and provisions of this Grant Notice, the Agreement, and the Plan, and hereby accepts the Shares subject to all the terms and provisions hereof and thereof. The Participant has reviewed this Grant Notice, the Agreement, and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to signing below, and fully understands all provisions of this Grant Notice, the Agreement, and the Plan.
PARTICIPANT
________________________________
Name:
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OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
SHARE AWARD AGREEMENT
This Share Award Agreement (this “Agreement”) is made by and between the Company and the Participant specified in the accompanying Grant Notice, effective as of the Grant Date set forth in therein. References herein to this Agreement shall be deemed to include the Grant Notice unless the context clearly requires otherwise.
In consideration of the premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
1.Grant of Shares. Effective as of the Grant Date, the Company shall grant the Participant the number of Shares set forth in the Grant Notice.
2.Incorporation by Reference, Etc. The provisions of the Grant Notice and the Plan are incorporated herein by reference. Any capitalized term not otherwise defined in this Agreement shall have the definition set forth in the Grant Notice or the Plan, as applicable. The Committee shall have final authority to interpret and construe this Agreement, the Grant Notice, and the Plan and to make all determinations hereunder or thereunder, and the Committee’s decisions shall be final, binding, and conclusive on the Participant and the Participant’s successors, assigns and representatives in respect of any questions arising under this Agreement, the Grant Notice, or the Plan. In the event of any conflict between the Plan and this Agreement or the Plan and the Grant Notice, the Plan shall control. In the event of any conflict between this Agreement and the Grant Notice, this Agreement shall control.
3.Vesting. The Shares shall be fully vested on the Grant Date.
4.General Restrictions. Delivery of Shares under this Agreement shall be subject to the following:
(a)Notwithstanding any other provision of this Agreement or the Plan to the contrary, the Company shall have no liability to deliver any Shares under this Agreement or make any other distribution of benefits under this Agreement 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 this Agreement or the Plan provide for issuance of stock certificates to reflect the issuance of Shares, such issuance may be made on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
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5.Miscellaneous.
(a)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Agreement, 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.
(b)No Trust or Fund Created. The Company’s obligations under this Agreement shall, at all times, be unfunded. This Agreement shall not create or be deemed to create: (i) a trust or separate fund of any kind; (ii) an interest on the part of the Participant or any other Person in any asset of the Company or any Affiliate; or (iii) a fiduciary relationship between the Company or any Affiliate and the Participant or any other Person. To the extent that the Participant or any other Person acquires a right to receive payments from the Company or any Affiliate pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.
(c)Company Policies. The Shares and this Agreement shall be subject to any policy of the Company applicable to such Award, regardless of when such policy is adopted.
(d)Notices. All notices, demands and other communications provided for or permitted hereunder shall be in writing and delivered in person or sent by registered or certified first-class mail, return receipt requested, telecopier, or courier service:
if to the Company:
Olin Corporation
190 Carondelet Plaza
Suite 1530
Clayton, MO 63105
Attention: Chief Legal Officer
if to the Participant, at the Participant’s last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
6.Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be construed or deemed amended to conform to
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applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision shall be stricken, and the remainder of this Agreement shall remain in full force and effect.
7.No Right to Employment. This Agreement shall not be construed as giving the Participant the right to be retained in the employ or service of the Company or any Affiliate. Nothing in this Agreement shall limit the right of the Company or an Affiliate at any time to dismiss the Participant from employment or service, free from any liability or any claim under the Plan or this Agreement.
8.Beneficiary. The Participant may, in the manner established by the Committee and pursuant to the terms of Section 13(e) of the Plan, designate a beneficiary or beneficiaries with respect to this Agreement to exercise the rights of the Participant and to receive any property distributable upon the death of the Participant. All rights under this Agreement 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.
9.Successors. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and to the Participant and the Participant’s beneficiaries, executors, administrators, heirs, and successors.
10.Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.
11.Governing Law. The validity, construction, and effect of this Agreement 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 Agreement to the substantive law of another jurisdiction. Any legal action against the Plan, Olin, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.
12.Waiver. Any failure of the Company to enforce at any time any provision of this Agreement shall not be deemed to be a waiver of such provision or any other provision of this Agreement.
13.Headings. The headings of the Sections hereof are for convenience only, are not a part of this Agreement, and shall not serve as a basis for interpreting or construing this Agreement.
14.Signature in Counterparts. The Grant Notice may be signed in multiple counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.
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15.Section 409A of the Code. This Agreement and all amounts payable hereunder are intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and it shall be interpreted accordingly. Nevertheless, the tax treatment of any Award is not guaranteed, and none of the Company, its Affiliates, or their respective officers, directors, employees, consultants, agents, representatives or advisors shall be liable to the Participant or any other Person if any portion of this Agreement or any amount payable hereunder is subject to additional taxes, penalties, or interest under Section 409A of the Code or otherwise.
(a)Notwithstanding anything herein to the contrary, to the extent that any Award would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and would be payable or distributable under this Agreement by reason of a Change in Control, or the Participant’s separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a change of control or separation from service, however defined. If this provision prevents the payment or distribution of any Award, such payment shall be made on the date that would have applied absent such designated event or circumstance.
(b)Notwithstanding anything herein to the contrary, if an amount payable under this Agreement constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code and would otherwise be payable by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes hereof, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Committee, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement and the Plan.
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OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT GRANT NOTICE
Olin Corporation (the “Company”) hereby grants to the Participant the number of Restricted Stock Units (“RSUs”) set forth below, subject to the terms and conditions of this Restricted Stock Unit Grant Notice (this “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto (the “Agreement”), and the Olin Corporation 2026 Long Term Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement or the Plan, as applicable, which are incorporated herein by reference.
| Participant Name: | |||||||||||
| RSUs Granted: | |||||||||||
| Grant Date: | |||||||||||
| Vesting: | Subject to the Participant’s continued employment with the Company or an Affiliate (except as otherwise provided in the Agreement), the number of RSUs set forth below shall vest on the specified anniversary of the Grant Date: | ||||||||||
| Grant Anniversary Date | Number of RSUs Vesting | ||||||||||
| First | [ ] | ||||||||||
| Second | [ ] | ||||||||||
| Third | [ ] | ||||||||||
OLIN CORPORATION
________________________________
By:
Title:
1
The Participant represents that he or she is familiar with the terms and provisions of this Grant Notice, the Agreement, and the Plan, and hereby accepts the Restricted Stock Units subject to all the terms and provisions hereof and thereof. The Participant has reviewed this Grant Notice, the Agreement, and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to signing below, and fully understands all provisions of this Grant Notice, the Agreement, and the Plan.
PARTICIPANT
________________________________
Name:
2
OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between the Company and the Participant specified in the accompanying Grant Notice, effective as of the Grant Date set forth in therein. References herein to this Agreement shall be deemed to include the Grant Notice unless the context clearly requires otherwise.
In consideration of the premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
1.Grant of RSUs. Effective as of the Grant Date, the Company shall grant the Participant the number of RSUs set forth in the Grant Notice. Each RSU shall represent the right to receive, upon settlement, one Share, in accordance with the terms and conditions of this Agreement and the Plan. For each RSU granted to the Participant, the Participant shall also receive a corresponding Dividend Equivalent right, subject to the terms and conditions of Section 4(b).
2.Incorporation by Reference, Etc. The provisions of the Grant Notice and the Plan are incorporated herein by reference. Any capitalized term not otherwise defined in this Agreement shall have the definition set forth in the Grant Notice or the Plan, as applicable. The Committee shall have final authority to interpret and construe this Agreement, the Grant Notice, and the Plan and to make all determinations hereunder or thereunder, and the Committee’s decisions shall be final, binding, and conclusive on the Participant and the Participant’s successors, assigns and representatives in respect of any questions arising under this Agreement, the Grant Notice, or the Plan. In the event of any conflict between the Plan and this Agreement or the Plan and the Grant Notice, the Plan shall control. In the event of any conflict between this Agreement and the Grant Notice, this Agreement shall control.
3.Vesting. Subject to the Participant’s continued employment with the Company or an Affiliate (except as otherwise provided below or in the Plan), the RSUs shall vest in accordance with the schedule set forth in the Grant Notice.
(a)Termination of Employment. Except as provided below, the Participant shall immediately forfeit all unvested RSUs, together with all corresponding Dividend Equivalents rights, upon the termination of the Participant’s employment for any reason prior to the applicable vesting date, with any vested RSUs that are unsettled or unpaid as of such termination date to be settled or paid, together with any corresponding Dividend Equivalents, on the date specified in Section 4.
(i)Retirement. If the Participant’s employment with the Company or an Affiliate terminates due to the Participant’s Retirement (as defined below) on
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or after the first anniversary of the Grant Date but before the third anniversary of the Grant Date, then (1) if the Participant has attained age 60 as of the date of such Retirement, the unvested RSUs shall continue to vest and be settled or paid, together with any corresponding Dividend Equivalents, on the date specified in Section 4 as if such termination of employment had not occurred, and (2) if the Participant has not attained age 60 on or before the date of such Retirement, the unvested RSUs shall continue to vest until the first anniversary of the Grant Date to occur after the date of such Retirement and shall be settled or paid, together with any corresponding dividend equivalents, on the date specified in Section 4, with any RSUs that are not scheduled to vest until after such anniversary of the Grant Date to be forfeited with no compensation due therefor. If the Participant’s employment with the Company or an Affiliate terminates due to the Participant’s Retirement prior to the first anniversary of the Grant Date, then all RSUs granted hereunder shall remain unvested and shall be forfeited immediately with no compensation due therefor. For purposes of this Agreement, “Retirement” means the Participant’s voluntary termination of employment with six months’ prior written notice to the Company or applicable Affiliate on or after the later of (1) the date on which the Participant attains age 55, and (2) the date on which the Participant completes 5 full years of service with the Company or an Affiliate.
(ii)Termination due to Death or Disability. If the Participant’s employment with the Company or an Affiliate terminates prior to the third anniversary of the Grant Date due to the Participant’s death or disability (as defined in Section 409A of the Code or any successor provision), all unvested RSUs outstanding hereunder at such time shall immediately vest and, together with any corresponding Dividend Equivalents, shall be settled or paid to the Participant or the Participant’s beneficiary or estate, as applicable, within 30 days thereafter.
(b)Change in Control. Except as provided below, the RSUs shall remain outstanding and continue to vest in accordance with the terms and conditions of this Agreement and the Plan, including Section 11 thereof, following the occurrence of a Change in Control. Notwithstanding the foregoing, any RSUs vested pursuant to Section 11 of the Plan, together with any corresponding Dividend Equivalents, shall be settled or paid to the Participant within 30 days after vesting. In addition and notwithstanding the foregoing, if the Participant experiences a Qualifying Termination on or within two years following such Change in Control, all RSUs (or any shares, units, or other awards granted in substitution for the RSUs) outstanding on the date of such Qualifying Termination shall immediately vest and, together with any corresponding Dividend Equivalents, shall be settled or paid to the Participant within 30 days after vesting.
4.Payment and Timing.
(a)Settlement / Payment. As soon as is administratively practicable after the applicable vesting date, but no later than March 15 of the following calendar year, the
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Company shall (i) issue to the Participant one Share in settlement of each vested RSU and (ii) pay the Participant any corresponding Dividend Equivalents accrued with respect to each vested RSU.
(b)Dividend Equivalents. Each RSU shall include the right to receive Dividend Equivalent payments upon settlement of the RSU. For each RSU that vests and becomes payable to the Participant under this Agreement, such Dividend Equivalent right shall entitle the Participant to payment of an amount equal to the dividends (other than special or extraordinary dividends or distributions, unless otherwise determined by the Committee) declared on one Share from the Grant Date until the settlement date of the corresponding RSU. Dividend Equivalent payments shall be made in cash unless otherwise determined by the Committee in its sole discretion. The Dividend Equivalent rights granted under this Agreement are subject to the same vesting and payment conditions as the RSUs. If an RSU is terminated, cancelled, or forfeited hereunder without settlement, the corresponding Dividend Equivalent right shall thereupon be terminated, cancelled, or forfeited without payment.
(c)Withholding. All amounts payable under this Agreement, whether in cash or in Shares, are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other payments or benefits under this Agreement are conditioned on the Participant’s satisfaction of the applicable withholding requirements. The Company will withhold from the distribution of any cash pursuant to this Agreement the amount it determines in its sole discretion to be necessary to satisfy its federal, state, and local and employment tax withholding requirements. Unless otherwise elected by the Participant in accordance with procedures established by the Committee, the Company shall withhold from the Shares otherwise issuable to the Participant upon the settlement of the vested RSUs such number of Shares having a Fair Market Value equal to the amount required to be withheld by the Company, as determined in its sole discretion. All 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.
(d)Restrictions. None of the RSUs, Dividend Equivalents or any other right granted under this Agreement may be pledged, attached, or otherwise encumbered other than in favor of the Company, and any purported pledge, attachment, or encumbrance thereof other than in favor of the Company shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the RSUs, Dividend Equivalents, and all other rights granted hereunder shall be assignable or transferable (i) by will or the laws of descent and distribution; or (ii) with the consent of the Committee, 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.
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(e)Rights as a Shareholder. The Participant shall have no rights as a shareholder of the Company with respect to any Share under this Agreement unless and until such Share is delivered to the Participant in settlement of a vested RSU.
(f)General Restrictions. Delivery of Shares or other amounts under this Agreement shall be subject to the following:
(i)Notwithstanding any other provision of this Agreement or the Plan to the contrary, the Company shall have no liability to deliver any Shares under this Agreement or make any other distribution of benefits under this Agreement 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.
(ii)To the extent that this Agreement or the Plan provide for issuance of stock certificates to reflect the issuance of Shares, such issuance may be made on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
5.Miscellaneous.
(a)Acknowledgments of Participant. By executing the Grant Notice, the Participant acknowledges and agrees that: (i) the Participant shall, during employment, devote his or her entire time, energy and skill to the service of the Company 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, the Company and its Affiliates; and (ii) the Award is special compensation, and any amount paid hereunder will not affect: (1) the amount of any pension under any pension or retirement plan in which the Participant participates as an employee of the Company; (2) the amount of coverage under any group life insurance plan in which the Participant participates as an employee of the Company, or (3) the benefits under any other benefit plan of any kind heretofore or hereafter in effect, under which the availability or amount of benefits is related to compensation, in each case unless required pursuant to the terms of such plan.
(b)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Agreement, 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.
(c)No Trust or Fund Created. The Company’s obligations under this Agreement shall, at all times, be unfunded. This Agreement shall not create or be deemed to create: (i) a trust or separate fund of any kind; (ii) an interest on the part of the Participant or any other Person in any asset of the Company or any Affiliate; or (iii) a fiduciary relationship between the Company or any Affiliate and the Participant or any
4
other Person. To the extent that the Participant or any other Person acquires a right to receive payments from the Company or any Affiliate pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.
(d)Company Policies. The RSUs and this Agreement shall be subject to any “clawback,” compensation recoupment, or other similar policy of the Company applicable to such Award, regardless of when such policy is adopted.
(e)Notices. All notices, demands and other communications provided for or permitted hereunder shall be in writing and delivered in person or sent by registered or certified first-class mail, return receipt requested, telecopier, or courier service:
if to the Company:
Olin Corporation
190 Carondelet Plaza
Suite 1530
Clayton, MO 63105
Attention: Chief Legal Officer
if to the Participant, at the Participant’s last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
6.Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, 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 this Agreement, such provision shall be stricken, and the remainder of this Agreement shall remain in full force and effect.
7.No Right to Employment. This Agreement shall not be construed as giving the Participant the right to be retained in the employ of the Company or any Affiliate. Nothing in this Agreement shall limit the right of the Company or an Affiliate at any time to dismiss the Participant from employment, free from any liability or any claim under the Plan or this Agreement.
8.Beneficiary. The Participant may, in the manner established by the Committee and pursuant to the terms of Section 13(e) of the Plan, designate a beneficiary or beneficiaries with respect to this Agreement to exercise the rights of the Participant and to receive any property distributable upon the death of the Participant. All rights under this Agreement shall be
5
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.
9.Successors. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and to the Participant and the Participant’s beneficiaries, executors, administrators, heirs, and successors.
10.Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.
11.Governing Law. The validity, construction, and effect of this Agreement 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 Agreement to the substantive law of another jurisdiction. Any legal action against the Plan, Olin, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.
12.Waiver. Any failure of the Company to enforce at any time any provision of this Agreement shall not be deemed to be a waiver of such provision or any other provision of this Agreement.
13.Headings. The headings of the Sections hereof are for convenience only, are not a part of this Agreement, and shall not serve as a basis for interpreting or construing this Agreement.
14.Signature in Counterparts. The Grant Notice may be signed in multiple counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.
15.Section 409A of the Code. This Agreement and all amounts payable hereunder are intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and it shall be interpreted accordingly. Nevertheless, the tax treatment of any Award is not guaranteed, and none of the Company, its Affiliates, or their respective officers, directors, employees, consultants, agents, representatives or advisors shall be liable to the Participant or any other Person if any portion of this Agreement or any amount payable hereunder is subject to additional taxes, penalties, or interest under Section 409A of the Code or otherwise.
(a)Notwithstanding anything herein to the contrary, to the extent that any Award would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and would be payable or distributable under this Agreement by reason of a Change in Control, or the Participant’s separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such
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circumstance unless the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a change of control or separation from service, however defined. If this provision prevents the payment or distribution of any Award, such payment shall be made on the date that would have applied absent such designated event or circumstance.
(b)Notwithstanding anything herein to the contrary, if an amount payable under this Agreement constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code and would otherwise be payable by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes hereof, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Committee, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement and the Plan.
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OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
PERFORMANCE SHARE GRANT NOTICE
Olin Corporation (the “Company”) hereby grants to the Participant the target number of Performance Shares set forth below (the “Target Performance Shares”), subject to the terms and conditions of this Performance Share Grant Notice (this “Grant Notice”), the Performance Share Award Agreement attached hereto (the “Award Agreement”), and the Olin Corporation 2026 Long Term Incentive Plan (the “Plan”) or any successor Plan. Capitalized terms used but not defined herein shall have the meaning set forth in the Award Agreement or the Plan, as applicable, which are incorporated herein by reference.
| Participant Name: | |||||
| Target Performance Shares Granted: | |||||
| Grant Date: | |||||
| Performance Cycle: | |||||
| Vesting: | Subject to the Participant’s continued employment with the Company or an Affiliate (except as otherwise provided in the Award Agreement), the Performance Shares shall be eligible to vest at the end of the Performance Cycle, in such number as shall be determined based on the level of achievement of the applicable performance goals set forth in the Annex. | ||||
OLIN CORPORATION
________________________________
By:
Title:
The Participant represents that he or she is familiar with the terms and provisions of this Grant Notice, the Award Agreement, and the Plan, and hereby accepts the Performance Shares subject to all the terms and provisions hereof and thereof. The Participant has reviewed this Grant Notice, the Award Agreement, and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to signing below, and fully understands all provisions of this Grant Notice, the Award Agreement, and the Plan.
PARTICIPANT
________________________________
Name:
2
OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
PERFORMANCE SHARE AWARD AGREEMENT
This Performance Share Award Agreement (this “Agreement”) is made by and between the Company and the Participant specified in the accompanying Grant Notice, effective as of the Grant Date set forth therein. References herein to this Agreement shall be deemed to include the Grant Notice unless the context clearly requires otherwise.
In consideration of the premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
1. Grant of Performance Shares. Effective as of the Grant Date, the Company shall grant the Participant the target number of Performance Shares set forth in the Grant Notice. Each Performance Share shall represent the right to receive, upon settlement or payment, one Share or an amount in cash or other property having a Fair Market Value equal to one Share as of the applicable determination date, in accordance with the terms and conditions of this Agreement and the Plan. For each Performance Share granted hereunder, the Participant shall also receive a corresponding Dividend Equivalent right, subject to the terms and conditions of Section 4(b).
2. Incorporation by Reference, Etc. The provisions of the Grant Notice and the Plan are incorporated herein by reference. Any capitalized term not otherwise defined in this Agreement shall have the definition set forth in the Grant Notice or the Plan, as applicable. The Committee shall have final authority to interpret and construe this Agreement, the Grant Notice, and the Plan and to make all determinations hereunder or thereunder, and the Committee’s decisions shall be final, binding, and conclusive on the Participant and the Participant’s successors, assigns and representatives in respect of any questions arising under this Agreement, the Grant Notice, or the Plan. In the event of any conflict between the Plan and this Agreement or the Plan and the Grant Notice, the Plan shall control. In the event of any conflict between this Agreement and the Grant Notice, this Agreement shall control.
3. Vesting. Subject to the Participant’s continued employment with the Company or an Affiliate (except as otherwise provided below or in the Plan), the Performance Shares shall be eligible to vest as provided in the Grant Notice.
(a) Termination of Employment. Except as provided below, the Participant shall immediately forfeit all unvested Performance Shares upon the termination of the Participant’s employment for any reason prior to the end of the Performance Cycle.
(i) Termination without Cause or due to Disability or Retirement; Voluntary Resignation with Consent. If the Participant’s employment with the Company or an Affiliate terminates before the end of the Performance Cycle for any of the following reasons: (i) termination by the Company or Affiliate without cause or due to the Participant’s disability (as
1
defined in Section 409A of the Code or any successor provision), (ii) Retirement (as defined below); or (iii) voluntary resignation with the consent of the Company or an Affiliate, then the Participant shall vest in a pro-rata portion of the Performance Shares subject to this Agreement in an amount equal to the product of (1) the number of Performance Shares that, but for such termination of employment, the Participant would have become vested in at the end of the Performance Cycle multiplied by (2) a fraction with a numerator equal to the number of months during the Performance Cycle the Participant was employed by the Company or an Affiliate (rounded up to the nearest whole month) and a denominator of 36. Such pro-rata portion of the Performance Shares, together with any corresponding Dividend Equivalents, shall be paid to the Participant following the end of the Performance Cycle at the time specified in Section 4; provided, however, that, unless otherwise determined by the Committee in its sole discretion, such pro-rata award shall be paid to the Participant solely in cash. For purposes of this Agreement, “Retirement” means the Participant’s voluntary termination of employment on or after the later of (1) the date on which the Participant attains age 55, and (2) the date on which the Participant completes 5 full years of service with the Company or an Affiliate.
(ii) Termination due to Death. If the Participant’s employment with the Company or an Affiliate terminates due to the Participant’s death before the end of the Performance Cycle, the Participant shall vest in a pro-rata portion of the Performance Shares granted under this Agreement (as determined below), and such vested Performance Shares, together with any corresponding Dividend Equivalents, shall be paid to the Participant’s beneficiary or estate, as applicable, in cash or, in the Committee’s sole discretion, in Shares or a combination of cash and Shares, within ninety (90) days following the Participant’s death. The number of Performance Shares that shall vest upon the Participant’s death shall equal (1) the number of Target Performance Shares multiplied by (2) a fraction with a numerator equal to the number of months during the Performance Cycle the Participant was employed by the Company or an Affiliate (rounded up to the nearest whole month) and a denominator of 36.
(iii) Other Terminations. If the Participant’s employment with the Company or an Affiliate terminates for any other reason, the Company shall determine the portion, if any, of the Performance Shares that shall vest, and the form of payment (cash or shares or a combination thereof) that the Participant shall receive. That determination shall be made by the Committee in the case of any officer, and by the Chairman of the Board or the President, Chief Executive Officer, in the case of any non-officer employee; provided that if the Participant’s employment is terminated by the Company or an Affiliate for cause before the end of the Performance Cycle, the Participant shall immediately forfeit all unvested Performance Shares.
(b) Change in Control. Except as provided below, the Performance Shares shall remain outstanding and continue to vest in accordance with the terms and conditions of this Agreement and the Plan, following the occurrence of a Change in Control. Notwithstanding the foregoing any Performance Shares vested pursuant to the Plan shall become vested and deemed earned or satisfied at target levels, notwithstanding that the applicable Performance Cycle shall not have been completed or the performance goals met, and such Performance Shares and any corresponding Dividend Equivalents shall be paid to the Participant in cash or as otherwise provided in this Agreement within 30 days following such Change in Control. In addition to and
2
notwithstanding the foregoing, if the Participant experiences a Qualifying Termination on or within two years following such Change in Control, all Performance Shares (or other shares, units, or awards granted in substitution for the Performance Shares) outstanding on the date of such Qualifying Termination shall become vested at target levels, notwithstanding that the applicable Performance Cycle shall not have been completed or the performance goals met, and such Performance Shares (or other shares, units, or awards granted in substitution for the Performance Shares), and any corresponding Dividend Equivalents, shall be paid in cash or as otherwise provided in this Agreement (or the substitute award agreement) within 30 days following such Qualifying Termination.
4. Payment and Timing.
(a) Settlement / Payment. As soon as is administratively practicable after the Committee determines the number of Performance Shares that have vested and are payable under this Agreement (the “Vested Share Number”), prior to the end of the calendar year following the conclusion of the Performance Cycle, the Company will (i) issue to the Participant a number of Shares equal to one-half of the Vested Share Number, rounded down to the nearest whole Share if such number is not a whole number; (ii) pay the Participant an amount in cash equal to the product of (1) the Fair Market Value of one Share on the last day of the Performance Cycle multiplied by (2) one-half of the Vested Share Number, rounded up to the nearest whole share if such number is not a whole number; and (iii) pay the Participant any corresponding Dividend Equivalents accrued with respect to each vested Performance Share.
(b) Dividend Equivalents. Each Performance Share shall include the right to receive Dividend Equivalent payments upon settlement or payment of the Performance Share. For each Performance Share that vests and becomes payable to the Participant under this Agreement, such Dividend Equivalent right shall entitle the Participant to payment of an amount equal to the dividends (other than special or extraordinary dividends or distributions, unless otherwise determined by the Committee) declared on one Share from the Grant Date until the settlement or payment date of the corresponding Performance Share. Dividend Equivalent payments shall be made in cash unless otherwise determined by the Committee in its sole discretion. The Dividend Equivalent rights granted under this Agreement are subject to the same vesting and payment conditions as the Performance Shares. If a Performance Share is terminated, cancelled, or forfeited hereunder without settlement or payment, the corresponding Dividend Equivalent right shall thereupon be terminated, cancelled, or forfeited without payment.
(c) Withholding. All amounts payable under this Agreement, whether in cash or in Shares, are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other payments or benefits under this Agreement are conditioned on the Participant’s satisfaction of the applicable withholding requirements. The Company will withhold from the distribution of any cash pursuant to this Agreement the amount it determines in its sole discretion to be necessary to satisfy its federal, state, and local and employment tax withholding requirements, including, without limitation, with respect to any portion of the Performance Shares settled in Shares.
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(d) Restrictions. None of the Performance Shares, Dividend Equivalents, or any other right granted under this Agreement may be pledged, attached, or otherwise encumbered other than in favor of the Company, and any purported pledge, attachment, or encumbrance thereof other than in favor of the Company shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the Performance Shares, Dividend Equivalents, and all other rights granted hereunder shall be assignable or transferable (i) by will or the laws of descent and distribution; or (ii) with the consent of the Committee, 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.
(e) Rights as a Shareholder. The Participant shall have no rights as a shareholder of the Company with respect to any Share under this Agreement unless and until such Share is delivered to the Participant in settlement of a vested Performance Share.
(f) General Restrictions. Delivery of Shares or other amounts under this Agreement shall be subject to the following:
(i) Notwithstanding any other provision of this Agreement or the Plan to the contrary, the Company shall have no liability to deliver any Shares under this Agreement or make any other distribution of benefits under this Agreement 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.
(ii) To the extent that this Agreement or the Plan provide for issuance of stock certificates to reflect the issuance of Shares, such issuance may be made on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
5. Miscellaneous.
(a) Acknowledgments of Participant. By executing the Grant Notice, the Participant acknowledges and agrees that: (i) the Participant shall, during employment, devote his or her entire time, energy and skill to the service of the Company 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, the Company and its Affiliates; and (ii) the Award is special compensation, and any amount paid hereunder will not affect: (1) the amount of any pension under any pension or retirement plan in which the Participant participates as an employee of the Company; (2) the amount of coverage under any group life insurance plan in which the Participant participates as an employee of the Company, or (3) the benefits under any other benefit plan of any kind heretofore or hereafter in effect, under which the availability or amount of benefits is related to compensation, in each case unless required pursuant to the terms of such plan.
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(b) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Agreement, 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.
(c) No Trust or Fund Created. The Company’s obligations under this Agreement shall, at all times, be unfunded. This Agreement shall not create or be deemed to create: (i) a trust or separate fund of any kind; (ii) an interest on the part of the Participant or any other Person in any asset of the Company or any Affiliate; or (iii) a fiduciary relationship between the Company or any Affiliate and the Participant or any other Person. To the extent that the Participant or any other Person acquires a right to receive payments from the Company or any Affiliate pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.
(d) Company Policies. The Performance Shares and this Agreement shall be subject to any “clawback,” compensation recoupment, or other similar policy of the Company applicable to such Award, regardless of when such policy is adopted.
(e) Notices. All notices, demands and other communications provided for or permitted hereunder shall be in writing and delivered in person or sent by registered or certified first-class mail, return receipt requested, telecopier, or courier service:
if to the Company:
Olin Corporation 190 Carondelet Plaza
Suite 1530
Clayton, MO 63105
Attention: Chief Legal Officer
if to the Participant, at the Participant’s last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
6. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, 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 this Agreement, such provision shall be stricken, and the remainder of this Agreement shall remain in full force and effect.
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7. No Right to Employment. This Agreement shall not be construed as giving the Participant the right to be retained in the employ of the Company or any Affiliate. Nothing in this Agreement shall limit the right of the Company or an Affiliate at any time to dismiss the Participant from employment, free from any liability or any claim under the Plan or this Agreement.
8. Beneficiary. The Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries with respect to this Agreement to exercise the rights of the Participant and to receive any property distributable upon the death of the Participant. All rights under this Agreement 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.
9. Successors. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and to the Participant and the Participant’s beneficiaries, executors, administrators, heirs, and successors.
10. Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.
11. Governing Law. The validity, construction, and effect of this Agreement 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 Agreement to the substantive law of another jurisdiction. Any legal action against the Plan, Olin, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.
12. Waiver. Any failure of the Company to enforce at any time any provision of this Agreement shall not be deemed to be a waiver of such provision or any other provision of this Agreement.
13. Headings. The headings of the Sections hereof are for convenience only, are not a part of this Agreement, and shall not serve as a basis for interpreting or construing this Agreement.
14. Signature in Counterparts. The Grant Notice may be signed in multiple counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.
15. Section 409A of the Code. This Agreement and all amounts payable hereunder are intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and it shall be interpreted accordingly. Nevertheless, the tax treatment of any Award is not guaranteed, and none of the Company, its Affiliates, or their respective officers, directors,
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employees, consultants, agents, representatives or advisors shall be liable to the Participant or any other Person if any portion of this Agreement or any amount payable hereunder is subject to additional taxes, penalties, or interest under Section 409A of the Code or otherwise.
(a) Notwithstanding anything herein to the contrary, to the extent that any Award would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and would be payable or distributable under this Agreement by reason of a Change in Control, or the Participant’s separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a change of control or separation from service, however defined. If this provision prevents the payment or distribution of any Award, such payment shall be made on the date that would have applied absent such designated event or circumstance.
(b) Notwithstanding anything herein to the contrary, if an amount payable under this Agreement constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code and would otherwise be payable by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes hereof, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Committee, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement and the Plan.
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ANNEX
Terms and Conditions
The terms and conditions of the Performance Share Awards granted under this Program are contained in the Performance Share Award certificate evidencing such Award, this Program and the LTIP.
Definitions
“Adjusted EBITDA” shall mean the Company’s actual Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) which represents the Company’s net income (loss) plus an add-back for depreciation and amortization, interest expense (income), income tax provision (benefit), other expense (income), restructuring charges (income) and certain other non-recurring items (as determined by the Committee), and “Adjusted EBITDA Goal” shall mean the Company’s annual budgeted Adjusted EBITDA targets over the three fiscal years constituting the Performance Cycle, as approved by the Committee.
“Common Stock” means the common stock of Olin, par value $1.00 per share. “Final Share Number” has the meaning specified in Section 3 of this Program.
“LTIP” means the Olin Corporation 2026 Long Term Incentive Plan and any successor plan.
“Olin” or the “Company” means Olin Corporation.
“Performance Cycle” means, with respect to a Performance Share Award, a period of three calendar years, beginning with the calendar year in which such Performance Share Award is granted.
“Performance Share Award” means grants of “Performance Shares.”
“Performance Share” means a unit granted under the LTIP and this Program, maintained on the books of the Company during the Performance Cycle, denominated as one phantom share of Common Stock, and paid in cash or Common Stock in accordance with this Program.
“Program” means this Performance Share Program.
Capitalized terms not otherwise defined in this Program shall have the meaning specified in the LTIP.
Performance Objective
For each fiscal year (“Covered Year”) during the 3-year Performance Cycle, a performance objective (“Performance Objective”) based on Adjusted EBITDA (“Adjusted EBITDA”) shall be established by the Compensation Committee. For each Covered Year, the applicable
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Performance Objective shall have a threshold, target, and maximum performance level with a corresponding percentage payout of target number of PSUs (“Payout Percentage”).
Each Covered Year Performance Objective and Payout Percentage will be determined by the Compensation Committee and provided at the time of the grant.
The Performance Shares are eligible to vest based on the level of achievement of the Adjusted EBITDA Goals for each Covered Year.
The number of Performance Shares awarded to each Participant for each Adjusted EBITDA Goal shall be adjusted based upon a comparison of Olin’s actual Adjusted EBITDA with that Adjusted EBITDA Goal, in accordance with the following chart:
| Performance Level | Adjusted EBITDA Achieved* | Payout Percentage | ||||||
| Minimum | 50% of Performance Objective to be determined annually by the Compensation Committee | 50% | ||||||
| Target | 100% of Performance Objective to be determined annually by the Compensation Committee | 100% | ||||||
| Maximum | At or above 125% of Performance Objective to be determined annually by the Compensation Committee | 200% | ||||||
* Percentages are subject to change based on Compensation Committee discretion
Straight line interpolation shall be used to determine the applicable Payout Percentage between the threshold and target performance levels and between the target and maximum performance levels.
Modification Based on TSR for the Performance Cycle
The total number of PSUs earned, if any, based on the Performance Objective as set forth above shall then be subject to adjustment, determined by multiplying such total number of PSUs by the TSR Multiplier Percentage determined based on the Company’s Total Shareholder Return (“TSR”) over the three-year Performance Cycle relative to the Performance Share Comparison Group, as set forth in the chart below:
| Relative TSR Performance Percentile Rank | TSR Multiplier Percentage | ||||
Below 20th Percentile | 80% | ||||
20th – 80th Percentile | 100% | ||||
Above 80th Percentile | 120% | ||||
If financial performance for each Covered Year equals 200% of target, final award is multiplied by 120% with max payout of 240%.
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“TSR” means, for the Company and each of the Peer Companies, the company’s total shareholder return, expressed as a percentage, which will be calculated by dividing (i) the Closing Average Share Value by (ii) the Opening Average Share Value and subtracting one from the quotient. The Closing Average Share Value shall mean the average dividend-adjusted closing price over the 20 trading days ending on December 31, 2028. The Opening Average Share Value shall mean the average dividend-adjusted closing price over the 20 trading days ending on December 31, 2025.
Relative TSR Performance Percentile means the Company’s TSR relative to the Total Shareholder Return of the Performance Share Comparison Group expressed as a percentile rank. Percentile rank shall be calculated with the Microsoft Excel formula PERCENTRANK, exclusive of the Company from the Peer Companies. The percentile rank of the Company shall be rounded down to the nearest one hundredth of one percent (0.01%).
“Performance Share Comparison Group” means Huntsman Corporation plus the constituent companies comprising the Standard & Poor’s 1500 Materials Index as of the first trading day of the Opening Average Share Value.
Adjustments to Performance Share Comparison Group. The Performance Share Comparison Group may, in the Committee’s discretion, be adjusted as follows: (a) in the event of a merger, acquisition, or business combination transaction of a member of the Performance Share Comparison Group (a “Peer Company”) with or by another Peer Company, the surviving entity shall remain a Peer Company, (b) in the event of a merger of a Peer Company with an entity that is not a Peer Company, or the acquisition or business combination transaction by or with a Peer Company, or with an entity that is not a Peer Company, in each case where the Peer Company is the surviving entity and remains publicly traded, the surviving entity shall remain a Peer Company, (c) in the event of a merger or acquisition or business combination transaction of a Peer Company by or with an entity that is not a Peer Company or a “going private” transaction involving a Peer Company where the Peer Company is not the surviving entity or is otherwise no longer publicly traded as of the last trading day of the Performance Cycle, the company shall no longer be a Peer Company (for the avoidance of doubt, if a Share Value is calculable for a Peer Company on the last trading day of the Performance Cycle, that Peer Company shall remain a Peer Company), (d) in the event of a bankruptcy, liquidation or delisting of a Peer Company, such company shall remain a Peer Company but the TSR for such Peer Company shall be assumed to be a negative 100%, and (e) in the event of a stock distribution from a Peer Company consisting of the shares of a new publicly-traded company (a “spin-off”), the Peer Company shall remain a Peer Company and the stock distribution shall be treated as a dividend from the Peer Company based on a value as determined by a reputable data provider (e.g., S&P Global, Bloomberg, or Factset) and the performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR. Each Peer Company’s “common stock” shall mean that series of common stock that is publicly traded on a registered U.S. exchange or, in the case of a non-U.S. company, an equivalent non-U.S. exchange. For purposes of calculating TSR, the value on any given trading day of any Peer Company shares traded on a foreign exchange will be converted to U.S. dollars.
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OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION GRANT NOTICE
Olin Corporation (the “Company”) hereby grants to the Participant the option to purchase the number of shares of Common Stock of Olin Corporation (“Shares”) at the price set forth below, in accordance with and subject to the terms and conditions of this Non-Qualified Stock Option Grant Notice (this “Grant Notice”), the Non-Qualified Stock Option Award Agreement attached hereto (the “Agreement”), and the Olin Corporation 2026 Long Term Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement or the Plan, as applicable, which are incorporated herein by reference.
| Participant Name: | |||||||||||
| Total Number of Shares: | |||||||||||
| Grant Date: | |||||||||||
| Exercise Price per Share: | |||||||||||
| Expiration Date: | 10th anniversary of the Grant Date | ||||||||||
| Vesting / Exercise: | Subject to the Participant’s continued employment with the Company or an Affiliate (except as otherwise provided in the Agreement), the number of Options set forth below shall vest and become exercisable on the specified anniversary of the Grant Date: | ||||||||||
| Grant Anniversary Date | Number of Options Vesting / Exercisable | ||||||||||
| First | [ ] | ||||||||||
| Second | [ ] | ||||||||||
| Third | [ ] | ||||||||||
The aggregate Exercise Price may be paid with Shares in accordance with the relevant provisions of the Plan and the Agreement. This option may be exercised by the Participant, or, if applicable, the Participant’s estate, executor, administrator, personal representative, heirs, or beneficiaries by giving written notice to the Company of the intention to exercise the Option, accompanied by full payment of the aggregate Exercise Price of the Shares with respect to which the Option is exercised. Ownership of the Shares acquired upon exercise of this Option shall be effective when the Company’s secretary or transfer agent (as the case may be) records the transfer of such Shares to the Participant on the stock records of the Company. This Option is exercisable as to full Shares only and may not be exercised as to less than twenty-five (25)
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Shares at any one time. The Participant shall not have any rights of a shareholder with respect to the Shares covered by the Option until Shares are issued upon the due exercise of the Option.
This Option shall not be transferable other than by will or the laws of descent and distribution, and except as provided in the Plan or the Agreement, may be exercised during the lifetime of the Participant only by the Participant.
OLIN CORPORATION
________________________________
By:
Title:
The Participant represents that he or she is familiar with the terms and provisions of this Grant Notice, the Agreement, and the Plan, and hereby accepts the Option subject to all the terms and provisions hereof and thereof. The Participant has reviewed this Grant Notice, the Agreement, and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to signing below, and fully understands all provisions of this Grant Notice, the Agreement, and the Plan.
PARTICIPANT
________________________________
Name:
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OLIN CORPORATION
2026 LONG TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
This Non-Qualified Stock Option Award Agreement (this “Agreement”) is made by and between the Company and the Participant specified in the accompanying Grant Notice, effective as of the Grant Date set forth therein. References herein to this Agreement shall be deemed to include the Grant Notice unless the context clearly requires otherwise.
In consideration of the premises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
1.Grant of Option. Effective as of the Grant Date, the Company shall grant the Participant the number of Options set forth in the Grant Notice to purchase the total number of Shares set forth in the Grant Notice at the Exercise Price per Share set forth in the Grant Notice, in accordance with the terms and conditions of this Agreement and the Plan.
2.Designation of Option. This Option is intended to be a Non-Qualified Stock Option and is not intended to and does not qualify as an Incentive Stock Option.
3.Exercise of Option. This Option shall be exercisable during its term in accordance with the vesting / exercise schedule set forth in the Grant Notice and with the provisions of the Plan as follows:
(a)Right to Exercise.
(i)This Option may not be exercised for a fraction of a Share and may not be exercised as to less than twenty-five (25) Shares at any one time.
(ii)In the event of the Participant’s death, Disability (as defined in Section 409A of the Code or any successor provision) or other termination of employment, the exercisability of the Option is governed by Section 6 below, subject to the limitations contained in this Section 3.
(iii)In no event may this Option be exercised after the Expiration Date set forth in the Grant Notice.
(b)Method of Exercise.
(i)The Participant or the Participant’s representative may exercise this option with respect to any portion that has become vested and exercisable by giving written notice to the Company. The notice shall comply with Section 6(a) of the Plan and specify the election to exercise this Option, the number of Shares
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for which it is being exercised and the form of payment for the aggregate Exercise Price. The person authorized to exercise this Option shall sign the notice. In the event this Option is being exercised by a representative of the Participant, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this Option. The written notice shall be accompanied by payment of the aggregate Exercise Price for the purchased Shares in accordance with Section 4 below.
(ii)As a condition to the exercise of this Option and as further set forth in Section 7 of this Agreement, the Participant agrees to make adequate provision for federal, state or other applicable tax, withholding, required deductions or other payments, if any, which arise upon the grant, vesting or exercise of this Option, or disposition of Shares, whether by withholding, direct payment to the Company, or otherwise, as determined by the Company in its sole discretion.
(iii)The Company is not obligated, and will have no liability for failure, to issue or deliver any Shares upon exercise of this Option unless such issuance or delivery would comply with the applicable laws, with such compliance determined by the Company in consultation with its legal counsel. This Option may not be exercised if the issuance of such Shares upon such exercise or the method of payment of consideration for such Shares would constitute a violation of any applicable laws, including any applicable U.S. federal or state securities laws or any other law or regulation. As a condition to the exercise of this Option, the Company may require the Participant to make any representation and warranty to the Company as may be required by the applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Participant on the date on which this Option is exercised with respect to such Shares.
(iv)Subject to compliance with applicable laws, this Option shall be deemed to be exercised upon receipt by the Company of the appropriate written notice of exercise accompanied by the aggregate Exercise Price and the satisfaction of any applicable obligations described in Section 3(b)(ii) above.
4.Method of Payment. Payment of the aggregate Exercise Price shall be (a) by cash or check or, by cashless exercise pursuant to which the Participant delivers an irrevocable direction to a securities broker (on a form prescribed by the Company and according to a procedure established by the Company); or (b) at the discretion of the Participant, through a “net exercise” such that, without the payment of any funds, the Participant may exercise the Option and receive the net number of Shares equal to (i) the number of Shares as to which the Option is being exercised, multiplied by (ii) a fraction, the numerator of which is the Fair Market Value per Share less the Exercise Price per Share, and the denominator of which is such Fair Market Value per Share (the number of net Shares to be received shall be rounded down to the nearest whole number of Shares).
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5.Incorporation by Reference, Etc. The provisions of the Grant Notice and the Plan are incorporated herein by reference. Any capitalized term not otherwise defined in this Agreement shall have the definition set forth in the Grant Notice or the Plan, as applicable. The Committee shall have final authority to interpret and construe this Agreement, the Grant Notice, and the Plan and to make all determinations hereunder or thereunder, and the Committee’s decisions shall be final, binding, and conclusive on the Participant and the Participant’s successors, assigns and representatives in respect of any questions arising under this Agreement, the Grant Notice, or the Plan. In the event of any conflict between the Plan and this Agreement or the Plan and the Grant Notice, the Plan shall control. In the event of any conflict between this Agreement and the Grant Notice, this Agreement shall control.
6.Vesting and Exercise. Subject to the Participant’s continued employment with the Company or an Affiliate (except as otherwise provided below or in the Plan), the Options shall be eligible to vest and be exercised as provided in the Grant Notice. If the Participant does not exercise the Option within the period set forth in the Grant Notice or the termination periods set forth below, this Option shall terminate in its entirety. In no event may any Option be exercised after the Expiration Date of this Option as set forth in the Grant Notice.
(a)Termination of Employment. Except as provided below, the Participant shall immediately forfeit all unvested Options upon the termination of the Participant’s employment for any reason prior to the applicable vesting date and the Participant may, to the extent vested in the Option, exercise such vested Options at any time prior to the Expiration Date.
(i)Termination for Cause or Voluntary Resignation without Consent. If the Participant’s employment with the Company or an Affiliate terminates for cause, the Participant shall immediately and automatically forfeit all vested and unvested Options upon such termination date and shall not be entitled to exercise any Options thereafter.
(ii)Termination without Cause or due to Disability; Voluntary Resignation with Consent. If the Participant’s employment with the Company or an Affiliate terminates for any of the following reasons: (1) termination by the Company or Affiliate without cause or due to the Participant’s Disability, or (2) voluntary resignation with the consent of the Company or an Affiliate, then the Participant shall forfeit all unvested Options and retain any vested Options which shall be exercisable until the first anniversary of the Participant’s date of termination without cause or due to Disability or the Participant’s voluntary resignation with the consent of the Company or an Affiliate after which any unexercised Options shall cancelled and shall not be entitled to exercise any Options thereafter.
(iii)Retirement. If the Participant’s employment with the Company or any Affiliate terminates due to the Participant’s Retirement (as defined below), then the Participant shall forfeit all unvested Options and retain any vested
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Options which shall be exercisable until the Expiration Date after which any unexercised Options shall cancelled and shall not be entitled to exercise any Options thereafter. For purposes of this Agreement, “Retirement” means the Participant’s voluntary termination of employment on or after the later of (1) the date on which the Participant attains age 55, and (2) the date on which the Participant completes 5 full years of service with the Company or an Affiliate.
(iv)Termination due to Death. If the Participant’s employment with the Company or an Affiliate terminates due to the Participant’s death all unvested Options shall immediately and automatically vest upon the death of the Participant and all Options shall remain exercisable by the Participant’s beneficiary or estate (as applicable) until the Expiration Date after which any unexercised Options shall cancelled and shall not be entitled to exercise any Options thereafter. Notwithstanding the foregoing, in the event the Participant dies following a termination event described in clauses (i) through (iii) above, all vested Options shall remain exercisable for the longer of (1) one year following the date of the Participant’s death, or (2) the remainder of the applicable post-termination exercise period after which any unexercised Options shall cancelled and shall not be entitled to exercise any Options thereafter.
(b)Change in Control. Except as provided below, the Options shall remain outstanding and continue to vest in accordance with the terms and conditions of this Agreement and the Plan, including Section 11 thereof, following the occurrence of a Change in Control. Notwithstanding the foregoing, if the acquirer in such a Change in Control assumes this Option and the Participant experiences a Qualifying Termination on or within two years following such Change in Control, all Options (or awards granted in substitution for the Options) outstanding on the date of such Qualifying Termination shall become vested and such Options (or other awards granted in substitution for the Options), shall be exercisable until the second anniversary of the Participant’s Qualifying Termination date after which any unexercised Options shall cancelled and shall not be entitled to exercise any Options thereafter.
7.Withholding. All amounts payable under this Agreement, whether in cash or in Shares, are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other payments or benefits under this Agreement are conditioned on the Participant’s satisfaction of the applicable withholding requirements.
8.Restrictions. None of the Options or any other right granted under this Agreement may be pledged, attached, or otherwise encumbered other than in favor of the Company, and any purported pledge, attachment, or encumbrance thereof other than in favor of the Company shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the Options and all other rights granted hereunder shall be assignable or transferable (a) by will or the laws of descent and distribution; or (b) with the consent of the Committee, 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
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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.
9.Rights as a Shareholder. The Participant shall have no rights as a shareholder of the Company with respect to any Share under this Agreement unless and until such Share is delivered to the Participant in settlement of an exercised Option.
10.General Restrictions. Delivery of Shares or other amounts under this Agreement shall be subject to the following:
(a)Notwithstanding any other provision of this Agreement or the Plan to the contrary, the Company shall have no liability to deliver any Shares under this Agreement or make any other distribution of benefits under this Agreement 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 this Agreement or the Plan provide for issuance of stock certificates to reflect the issuance of Shares, such issuance may be made on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.
11.Miscellaneous.
(a)Acknowledgments of Participant. By executing the Grant Notice, the Participant acknowledges and agrees that: (i) the Participant shall, during employment, devote his or her entire time, energy and skill to the service of the Company 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, the Company and its Affiliates; and (ii) the Award is special compensation, and any amount paid hereunder will not affect: (1) the amount of any pension under any pension or retirement plan in which the Participant participates as an employee of the Company; (2) the amount of coverage under any group life insurance plan in which the Participant participates as an employee of the Company, or (3) the benefits under any other benefit plan of any kind heretofore or hereafter in effect, under which the availability or amount of benefits is related to compensation, in each case unless required pursuant to the terms of such plan.
(b)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Agreement, 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.
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(c)No Trust or Fund Created. The Company’s obligations under this Agreement shall, at all times, be unfunded. This Agreement shall not create or be deemed to create: (i) a trust or separate fund of any kind; (ii) an interest on the part of the Participant or any other Person in any asset of the Company or any Affiliate; or (iii) a fiduciary relationship between the Company or any Affiliate and the Participant or any other Person. To the extent that the Participant or any other Person acquires a right to receive payments from the Company or any Affiliate pursuant to this Agreement, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.
(d)Company Policies. The Options and this Agreement shall be subject to any “clawback,” compensation recoupment, or other similar policy of the Company applicable to such Award, regardless of when such policy is adopted.
(e)Notices. All notices, demands and other communications provided for or permitted hereunder shall be in writing and delivered in person or sent by registered or certified first-class mail, return receipt requested, telecopier, or courier service:
if to the Company:
Olin Corporation
190 Carondelet Plaza
Suite 1530
Clayton, MO 63105
Attention: Chief Legal Officer
if to the Participant, at the Participant’s last known address on file with the Company.
All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.
12.Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, 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 this Agreement, such provision shall be stricken, and the remainder of this Agreement shall remain in full force and effect.
13.No Right to Employment. This Agreement shall not be construed as giving the Participant the right to be retained in the employ of the Company or any Affiliate. Nothing in this Agreement shall limit the right of the Company or an Affiliate at any time to dismiss the Participant from employment, free from any liability or any claim under the Plan or this Agreement.
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14.Beneficiary. The Participant may, in the manner established by the Committee and pursuant to the terms of Section 13(e) of the Plan, designate a beneficiary or beneficiaries with respect to this Agreement to exercise the rights of the Participant and to receive any property distributable upon the death of the Participant. All rights under this Agreement 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.
15.Successors. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and assigns, and to the Participant and the Participant’s beneficiaries, executors, administrators, heirs, and successors.
16.Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.
17.Governing Law. The validity, construction, and effect of this Agreement 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 Agreement to the substantive law of another jurisdiction. Any legal action against the Plan, Olin, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.
18.Waiver. Any failure of the Company to enforce at any time any provision of this Agreement shall not be deemed to be a waiver of such provision or any other provision of this Agreement.
19.Headings. The headings of the Sections hereof are for convenience only, are not a part of this Agreement, and shall not serve as a basis for interpreting or construing this Agreement.
20.Signature in Counterparts. The Grant Notice may be signed in multiple counterparts, each of which shall be an original, with the same effect as if the signatures thereto were upon the same instrument.
21.Section 409A of the Code. This Agreement and all amounts payable hereunder are intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and it shall be interpreted accordingly. Nevertheless, the tax treatment of any Award is not guaranteed, and none of the Company, its Affiliates, or their respective officers, directors, employees, consultants, agents, representatives or advisors shall be liable to the Participant or any other Person if any portion of this Agreement or any amount payable hereunder is subject to additional taxes, penalties, or interest under Section 409A of the Code or otherwise.
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(a)Notwithstanding anything herein to the contrary, to the extent that any Award would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and would be payable or distributable under this Agreement by reason of a Change in Control, or the Participant’s separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such circumstance unless the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a change of control or separation from service, however defined. If this provision prevents the payment or distribution of any Award, such payment shall be made on the date that would have applied absent such designated event or circumstance.
(b)Notwithstanding anything herein to the contrary, if an amount payable under this Agreement constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code and would otherwise be payable by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes hereof, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Committee, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement and the Plan.
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