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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024

OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 1-1070
Olin Logo FINAL.jpg
Olin Corporation
(Exact name of registrant as specified in its charter)
Virginia 13-1872319
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
190 Carondelet Plaza, Suite 1530, Clayton, MO 63105
(Address of principal executive offices) (Zip Code)
(314) 480-1400
(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

As of March 31, 2024, 119,421,026 shares of the registrant’s common stock were outstanding.
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TABLE OF CONTENTS FOR FORM 10-Q Page
Item 1.
Item 2.
     Segment Results
     Outlook
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

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Part I — FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Balance Sheets
(In millions, except per share data)
(Unaudited)
  March 31, 2024 December 31, 2023 March 31, 2023
Assets      
Current assets:      
Cash and cash equivalents $ 150.9  $ 170.3  $ 176.0 
Receivables, net 907.4  874.7  932.1 
Income taxes receivable 15.4  15.3  29.7 
Inventories, net 823.9  858.8  1,089.9 
Other current assets 54.2  54.1  70.5 
Total current assets 1,951.8  1,973.2  2,298.2 
Property, plant and equipment (less accumulated depreciation of $4,917.5, $4,826.4 and $4,536.5) 2,451.5  2,519.6  2,606.7 
Operating lease assets, net 334.9  344.7  346.8 
Deferred income taxes 90.7  87.4  67.3 
Other assets 1,123.5  1,118.5  1,104.7 
Intangible assets, net 235.6  245.8  264.8 
Goodwill 1,423.3  1,424.0  1,420.9 
Total assets $ 7,611.3  $ 7,713.2  $ 8,109.4 
Liabilities and Shareholders’ Equity    
Current liabilities:    
Current installments of long-term debt $ 80.9  $ 78.8  $ 9.6 
Accounts payable 763.7  775.4  817.1 
Income taxes payable 161.7  154.7  109.1 
Current operating lease liabilities 68.2  69.3  72.1 
Accrued liabilities 341.6  450.0  427.2 
Total current liabilities 1,416.1  1,528.2  1,435.1 
Long-term debt 2,684.8  2,591.3  2,764.6 
Operating lease liabilities 274.1  283.1  282.8 
Accrued pension liability 211.4  225.8  230.4 
Deferred income taxes 470.0  476.2  505.0 
Other liabilities 347.8  340.3  356.9 
Total liabilities 5,404.2  5,444.9  5,574.8 
Commitments and contingencies
Shareholders’ equity:    
Common stock, $1.00 par value per share:  authorized, 240.0 shares; issued and outstanding, 119.4, 120.2 and 129.3 shares 119.4  120.2  129.3 
Additional paid-in capital —  24.8  491.6 
Accumulated other comprehensive loss (489.7) (496.3) (482.7)
Retained earnings 2,542.3  2,583.7  2,354.6 
Olin Corporation’s shareholders’ equity 2,172.0  2,232.4  2,492.8 
Noncontrolling interests 35.1  35.9  41.8 
Total equity 2,207.1  2,268.3  2,534.6 
Total liabilities and equity $ 7,611.3  $ 7,713.2  $ 8,109.4 

The accompanying notes to condensed financial statements are an integral part of the condensed financial statements.
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OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statements of Operations
(In millions, except per share data)
(Unaudited)
  Three Months Ended March 31,
  2024 2023
Sales $ 1,635.3  $ 1,844.3 
Operating expenses:    
Cost of goods sold 1,428.0  1,441.7 
Selling and administrative 101.9  111.8 
Restructuring charges 8.3  60.9 
Other operating income 0.2  0.5 
Operating income 97.3  230.4 
Interest expense 44.6  42.4 
Interest income 0.8  1.1 
Non-operating pension income 6.8  5.7 
Income before taxes 60.3  194.8 
Income tax provision 12.5  40.8 
Net income 47.8  154.0 
Net loss attributable to noncontrolling interests (0.8) (2.3)
Net income attributable to Olin Corporation $ 48.6  $ 156.3 
Net income attributable to Olin Corporation per common share:    
Basic $ 0.41  $ 1.19 
Diluted $ 0.40  $ 1.16 
Average common shares outstanding:
Basic 119.9  131.0 
Diluted 121.9  134.4 

The accompanying notes to condensed financial statements are an integral part of the condensed financial statements.
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OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statements of Comprehensive Income
(In millions)
(Unaudited)
  Three Months Ended March 31,
  2024 2023
Net income $ 47.8  $ 154.0 
Other comprehensive income, net of tax:
Foreign currency translation (2.3) 5.5 
Cash flow hedges 7.7  7.4 
Pension and postretirement benefits 1.2  0.3 
Total other comprehensive income, net of tax 6.6  13.2 
Comprehensive income 54.4  167.2 
Comprehensive loss attributable to noncontrolling interests (0.8) (2.3)
Comprehensive income attributable to Olin Corporation $ 55.2  $ 169.5 

The accompanying notes to condensed financial statements are an integral part of the condensed financial statements.
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OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statements of Shareholders’ Equity
(In millions, except per share data)
(Unaudited)
Three Months Ended March 31,
2024 2023
Common Stock
Balance at beginning of period $ 120.2  $ 132.3 
Common stock repurchased and retired (2.0) (3.6)
Common stock issued for:
Stock options exercised 0.8  0.4 
Other transactions 0.4  0.2 
Balance at end of period 119.4  129.3 
Additional Paid-In Capital
Balance at beginning of period 24.8  682.7 
Common stock repurchased and retired (37.3) (202.5)
Common stock issued for:
Stock options exercised 19.0  10.8 
Other transactions (4.3) 1.4 
Stock-based compensation (2.2) (0.8)
Balance at end of period —  491.6 
Accumulated Other Comprehensive Loss
Balance at beginning of period (496.3) (495.9)
Other comprehensive income 6.6  13.2 
Balance at end of period (489.7) (482.7)
Retained Earnings
Balance at beginning of period 2,583.7  2,224.5 
Net income 48.6  156.3 
Common stock dividends paid (23.9) (26.2)
Common stock repurchased and retired (66.1) — 
Balance at end of period 2,542.3  2,354.6 
Olin Corporation’s Shareholders’ Equity 2,172.0  2,492.8 
Noncontrolling Interests
Balance at beginning of period 35.9  — 
Net loss (0.8) (2.3)
Contributions from noncontrolling interests —  44.1 
Balance at end of period 35.1  41.8 
Total Equity $ 2,207.1  $ 2,534.6 
Dividends declared per share of common stock $ 0.20  $ 0.20 
The accompanying notes to condensed financial statements are an integral part of the condensed financial statements.





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OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Condensed Statements of Cash Flows
(In millions)
(Unaudited)
  Three Months Ended March 31,
  2024 2023
Operating Activities    
Net income $ 47.8  $ 154.0 
Adjustments to reconcile net income to net cash and cash equivalents provided by (used for) operating activities:  
Depreciation and amortization 129.7  137.1 
Stock-based compensation 4.4  3.7 
Write-off of equipment and facility included in restructuring charges —  12.8 
Deferred income taxes (13.9) (11.0)
Qualified pension plan contributions (0.3) (0.8)
Qualified pension plan income (6.0) (5.1)
Change in:  
Receivables (37.5) (4.5)
Income taxes receivable/payable 9.6  (11.9)
Inventories 31.2  (146.0)
Other current assets 3.6  (15.9)
Accounts payable and accrued liabilities (95.9) (66.1)
Other assets (0.7) (10.5)
Other noncurrent liabilities 5.7  6.0 
Other operating activities 3.3  (4.3)
Net operating activities 81.0  37.5 
Investing Activities  
Capital expenditures (44.3) (61.4)
Payments under other long-term supply contracts (28.5) (9.3)
Other investing activities (1.9) (0.4)
Net investing activities (74.7) (71.1)
Financing Activities    
Long-term debt:
Borrowings 217.0  290.0 
Repayments (122.3) (97.4)
Common stock repurchased and retired (105.4) (206.1)
Stock options exercised 19.8  11.2 
Employee taxes paid for share-based payment arrangements (10.5) — 
Dividends paid (23.9) (26.2)
Contributions received from noncontrolling interests —  44.1 
Net financing activities (25.3) 15.6 
Effect of exchange rate changes on cash and cash equivalents (0.4) — 
Net decrease in cash and cash equivalents (19.4) (18.0)
Cash and cash equivalents, beginning of year 170.3  194.0 
Cash and cash equivalents, end of period $ 150.9  $ 176.0 
Cash paid for interest and income taxes:  
Interest, net $ 62.9  $ 60.7 
Income taxes, net of refunds 15.8  52.8 
Non-cash investing activities:  
Decrease in capital expenditures included in accounts payable and accrued liabilities 9.6  9.8 

The accompanying notes to condensed financial statements are an integral part of the condensed financial statements.
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OLIN CORPORATION AND CONSOLIDATED SUBSIDIARIES
Notes to Condensed Financial Statements
(Unaudited)
NOTE 1. DESCRIPTION OF BUSINESS
Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capital-intensive manufacturing businesses. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and systems and growth products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets.
On January 10, 2023, Blue Water Alliance (BWA), our joint venture with Mitsui & Co., Ltd. (Mitsui), began operations. BWA is an independent global trader of Electrochemical Unit (ECU)-based derivatives, focused on globally traded caustic soda and ethylene dichloride. Olin holds 51% interest and exercises control in BWA and the joint venture is consolidated in our consolidated financial statements in our Chlor Alkali Products and Vinyls segment, with Mitsui’s 49% interest in BWA classified as noncontrolling interest. All intercompany accounts and transactions are eliminated in consolidation.
We have prepared the condensed financial statements included herein, without audit, pursuant to the rules and regulations of the United States (U.S.) Securities and Exchange Commission (SEC). The preparation of the financial statements requires estimates and assumptions that affect amounts reported and disclosed in the financial statements and related notes. In our opinion, these financial statements reflect all adjustments (consisting only of normal accruals), which are necessary to present fairly the results for interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, we believe that the disclosures are appropriate. We recommend that you read these condensed financial statements in conjunction with the financial statements, accounting policies and the notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023.
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024, with the option to early adopt at any time before the effective date. ASU 2023-09 allows for adoption on a prospective or retrospective basis. We will adopt this standard beginning with our fiscal year ending December 31, 2025. We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced segment expense disclosures on an interim and annual basis. The update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with the option to early adopt at any time before the effective date. ASU 2023-07 requires adoption on a retrospective basis. We will adopt this standard beginning with our fiscal year ending December 31, 2024 and for interim periods beginning with our first quarter fiscal year 2025. We are currently evaluating the impact of the standard on our consolidated financial statements and disclosures.
In March 2024, the SEC issued SEC Release No. 33-11042, Enhancement and Standardization of Climate-Related Disclosures for Investors, to enhance and standardize the climate-related disclosures provided by public companies. The final rule will require the disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions, which will be subject to third-party assurance, as well as climate-related targets and goals, and how the Board of Directors and management oversee climate-related risks. Within the notes to financial statements, the final rule requires disclosure of expenditures recognized, subject to certain thresholds, attributable to severe weather events. The final rule follows a compliance phase-in timeline, with the first requirements required to be adopted with our fiscal year ending December 31, 2025, followed in later years by greenhouse gas-related requirements. On April 4, 2024, the SEC voluntarily stayed the implementation of these disclosure requirements; however, we are currently evaluating the impact of the final rule on our disclosures.
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NOTE 3. ACQUISITIONS
On October 1, 2023, Olin acquired the assets of White Flyer Targets, LLC (White Flyer) from Reagent Diversified Holdings, Inc. for $63.5 million. The acquisition was financed with cash on hand. White Flyer designs, manufactures and sells recreational trap, skeet, international and sporting clay targets and has been included in Olin’s Winchester segment. We recorded the aggregate excess purchase price over identifiable net tangible and intangible assets acquired and liabilities assumed, which included a final allocation of $2.4 million of goodwill allocated to our Winchester segment and $4.5 million of intangible assets subject to amortization. The final total assets acquired, excluding goodwill and intangibles, and liabilities assumed amounted to $66.6 million and $10.0 million, respectively. The acquisition is not material, and therefore, supplemental pro forma financial information is not provided.
NOTE 4. RESTRUCTURING CHARGES
As a result of weak global resin demand and higher cost structures within the European region, we began a review of our global Epoxy asset footprint to optimize the most productive and cost-effective assets to support our strategic operating model. As part of this review, we announced operational cessations in the fourth quarter of 2022 and the first half of 2023 (collectively, Epoxy Optimization Plan).
On June 20, 2023, we announced we had made the decision to cease all remaining operations at our Gumi, South Korea facility, reduce epoxy resin capacity at our Freeport, TX facility, and reduce our sales and support staffing across Asia. These actions were substantially completed by December 31, 2023. On March 21, 2023, we announced we had made the decision to cease operations at our cumene facility in Terneuzen, Netherlands and solid epoxy resin production at our facilities in Gumi, South Korea and Guaruja, Brazil. The closures were completed in the first quarter 2023. During the fourth quarter of 2022, we committed to and completed a plan to close down one of our bisphenol production lines at our Stade, Germany site. For the three months ended March 31, 2024 and 2023, we recorded pretax restructuring charges of $3.5 million and $57.8 million, respectively, for contract termination costs, the write-off of equipment and facility costs, and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2025 of approximately $20 million related to these actions.
During 2021, we announced that we had made the decision to permanently close our diaphragm-grade chlor alkali capacity, representing 400,000 tons, at our McIntosh, AL facility (McIntosh Plan). The closure was completed during the third quarter of 2022. For the three months ended March 31, 2024 and 2023, we recorded pretax restructuring charges of $1.9 million and $1.4 million, respectively, for facility exit costs related to this action. We expect to incur additional restructuring charges through 2027 of approximately $20 million related to these actions.
On January 18, 2021, we announced we had made the decision to permanently close our trichloroethylene and anhydrous hydrogen chloride liquefaction facilities in Freeport, TX (collectively, Freeport 2021 Plan), which were completed in the fourth quarter of 2021. For the three months ended March 31, 2024 and 2023, we recorded pretax restructuring charges of $0.4 million and $0.7 million, respectively, for facility exit costs related to these actions. We expect to incur additional restructuring charges through 2025 of approximately $10 million related to these actions.
On December 11, 2019, we announced that we had made the decision to permanently close a chlor alkali plant with a capacity of 230,000 tons and our vinylidene chloride (VDC) production facility, both in Freeport, TX (collectively, Freeport 2019 Plan). The VDC facility and related chlor alkali plant were closed during the fourth quarter of 2020 and second quarter of 2021, respectively. For the three months ended March 31, 2024 and 2023, we recorded pretax restructuring charges of $2.5 million and $1.0 million, respectively, for facility exit costs related to these actions. We expect to incur additional restructuring charges through 2026 of approximately $15 million related to these actions.
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The following table summarizes the 2024 and 2023 activities by major component of these restructuring actions and the remaining balances of accrued restructuring costs as of March 31, 2024 and 2023:
  Employee Severance and Related Benefit Costs Lease and Other Contract Termination Costs Facility Exit Costs Write-off of Equipment and Facility Total
  ($ in millions)
Balance at January 1, 2023 $ 9.4  $ 4.2  $ —  $ —  $ 13.6 
Restructuring charges —  39.7  8.4  12.8  60.9 
Amounts utilized (0.7) (3.5) (8.4) (12.8) (25.4)
Balance at March 31, 2023 $ 8.7  $ 40.4  $ —  $ —  $ 49.1 
Balance at January 1, 2024 $ 10.8  $ 16.7  $ —  $ —  $ 27.5 
Restructuring charges —  —  8.3  —  8.3 
Amounts utilized (6.7) (3.3) (8.3) —  (18.3)
Balance at March 31, 2024 $ 4.1  $ 13.4  $ —  $ —  $ 17.5 

The following table summarizes the cumulative restructuring charges of these restructuring actions by major component through March 31, 2024:
Chlor Alkali Products and Vinyls Epoxy Total
  McIntosh Plan Freeport 2021 Plan Freeport 2019 Plan Epoxy Optimization Plan
  ($ in millions)
Write-off of equipment and facility $ 2.7  $ —  $ 58.9  $ 18.3  $ 79.9 
Employee severance and related benefit costs —  —  2.1  15.8  17.9 
Facility exit costs 11.4  13.5  21.6  21.7  68.2 
Lease and other contract termination costs 6.4  —  —  29.1  35.5 
Total cumulative restructuring charges $ 20.5  $ 13.5  $ 82.6  $ 84.9  $ 201.5 
As of March 31, 2024, we have incurred cash expenditures of $104.1 million and non-cash charges of $79.9 million related to these restructuring actions. The remaining balance of $17.5 million is expected to be paid out through 2027.
NOTE 5. EARNINGS PER SHARE
Basic and diluted net income attributable to Olin Corporation per share are computed by dividing net income attributable to Olin Corporation by the weighted-average number of common shares outstanding. Diluted net income attributable to Olin Corporation per share reflects the dilutive effect of stock-based compensation.
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  Three Months Ended March 31,
  2024 2023
Computation of Net Income per Share (In millions, except per share data)
Net income $ 47.8  $ 154.0 
Net loss attributable to noncontrolling interests (0.8) (2.3)
Net income attributable to Olin Corporation $ 48.6  $ 156.3 
Basic shares 119.9  131.0 
Basic net income attributable to Olin Corporation per share $ 0.41  $ 1.19 
Diluted shares:
Basic shares 119.9  131.0 
Stock-based compensation 2.0  3.4 
Diluted shares 121.9  134.4 
Diluted net income attributable to Olin Corporation per share $ 0.40  $ 1.16 
The computation of dilutive shares does not include 2.0 million and 1.4 million shares for the three months ended March 31, 2024 and 2023, respectively, as their effect would have been anti-dilutive.
NOTE 6. ACCOUNTS RECEIVABLES
We maintain a $425.0 million Receivables Financing Agreement (Receivables Financing Agreement) that is scheduled to mature on October 14, 2025. Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreement incorporates the net leverage ratio covenant that is contained in the $1,550.0 million Senior Credit Facility. As of March 31, 2024, December 31, 2023 and March 31, 2023, we had $332.4 million, $328.5 million and $355.0 million, respectively, drawn under the agreement. As of March 31, 2024, $477.6 million of our trade receivables were pledged as collateral and we had no additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.
Olin also has trade accounts receivable factoring arrangements (AR Facilities) and pursuant to the terms of the AR Facilities, certain of our domestic subsidiaries may sell their accounts receivable up to a maximum of $175.5 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of €22.0 million. We will continue to service the outstanding accounts sold. These receivables qualify for sales treatment under ASC 860 “Transfers and Servicing” and, accordingly, the proceeds are included in net cash provided by operating activities in the condensed statements of cash flows. The following table summarizes the AR Facilities activity:
Three Months Ended March 31,
2024 2023
AR Facilities ($ in millions)
Balance at beginning of year $ 63.3  $ 111.8 
Gross receivables sold 176.6  252.3 
Payments received from customers on sold accounts (176.7) (287.0)
Balance at end of period $ 63.2  $ 77.1 
The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations. The factoring discount was $1.0 million and $1.2 million for the three months ended March 31, 2024 and 2023, respectively. The agreements are without recourse and therefore no recourse liability had been recorded as of March 31, 2024.
Our condensed balance sheets included an allowance for doubtful accounts receivables of $12.6 million, $13.1 million and $13.1 million and other receivables of $89.4 million, $85.3 million and $67.7 million at March 31, 2024, December 31, 2023 and March 31, 2023, respectively, which were included in receivables, net.
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NOTE 7. INVENTORIES
Inventories consisted of the following:
  March 31, 2024 December 31,
2023		 March 31, 2023
Inventories ($ in millions)
Supplies $ 146.7  $ 160.3  $ 140.0 
Raw materials 188.2  171.1  193.5 
Work in process 160.8  153.5  211.4 
Finished goods 473.9  507.6  721.8 
Inventories excluding LIFO reserve 969.6  992.5  1,266.7 
LIFO reserve (145.7) (133.7) (176.8)
Inventories, net $ 823.9  $ 858.8  $ 1,089.9 
Inventories under the LIFO method are based on annual estimates of quantities and costs as of year-end; therefore, the condensed financial statements at March 31, 2024 reflect certain estimates relating to inventory quantities and costs at December 31, 2024. The replacement cost of our inventories would have been approximately $145.7 million, $133.7 million and $176.8 million higher than reported at March 31, 2024, December 31, 2023 and March 31, 2023, respectively.
NOTE 8. OTHER ASSETS
Included in other assets were the following:
March 31, 2024 December 31, 2023 March 31, 2023
Other Assets ($ in millions)
Supply contracts $ 1,065.1  $ 1,061.8  $ 1,045.4 
Other 58.4  56.7  59.3 
Other assets $ 1,123.5  $ 1,118.5  $ 1,104.7 
For the three months ended March 31, 2024 and 2023, payments of $28.5 million and $9.3 million were made under other long-term supply contracts for energy modernization projects in the U.S. Gulf Coast. Amortization expense of $18.3 million and $17.6 million for the three months ended March 31, 2024 and 2023, respectively, was recognized within cost of goods sold related to our long-term supply contracts and is reflected in depreciation and amortization on the condensed statements of cash flows.
NOTE 9. GOODWILL AND INTANGIBLE ASSETS
Changes in the carrying value of goodwill were as follows:
Chlor Alkali Products and Vinyls Epoxy Winchester Total
Goodwill ($ in millions)
Balance at January 1, 2023(1)
 $ 1,275.8  $ 145.1  $ —  $ 1,420.9 
Foreign currency translation adjustment —  —  —  — 
Balance at March 31, 2023(1)
 $ 1,275.8  $ 145.1  $ —  $ 1,420.9 
Balance at January 1, 2024(1)
 $ 1,276.1  $ 145.2  $ 2.7  $ 1,424.0 
Acquisition activity —  —  (0.3) (0.3)
Foreign currency translation adjustment (0.3) (0.1) —  (0.4)
Balance at March 31, 2024(1)
 $ 1,275.8  $ 145.1  $ 2.4  $ 1,423.3 
(1)Includes cumulative goodwill impairment of $557.6 million and $142.2 million in Chlor Alkali Products and Vinyls and Epoxy, respectively.
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Intangible assets consisted of the following:

March 31, 2024 December 31, 2023 March 31, 2023
Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net Gross Amount Accumulated Amortization Net
Intangible Assets ($ in millions)
Customers, customer contracts and relationships $ 669.8  $ (445.1) $ 224.7  $ 671.7  $ (437.5) $ 234.2  $ 670.2  $ (410.7) $ 259.5 
Trade names 3.6  (0.4) 3.2  3.6  (0.2) 3.4  —  —  — 
Acquired technology 94.1  (90.6) 3.5  94.4  (90.4) 4.0  93.1  (88.9) 4.2 
Other 4.9  (0.7) 4.2  4.9  (0.7) 4.2  1.8  (0.7) 1.1 
Total intangible assets $ 772.4  $ (536.8) $ 235.6  $ 774.6  $ (528.8) $ 245.8  $ 765.1  $ (500.3) $ 264.8 
NOTE 10. DEBT
During the three months ended March 31, 2024 and 2023, activity of our outstanding debt included:
Long-term Debt Borrowings (Repayments)
for the Three Months Ended
March 31, 2024 March 31, 2023
Debt Instruments ($ in millions)
Borrowings
Senior Revolving Credit Facility $ 180.0  $ 140.0 
Receivables Financing Agreement 37.0  150.0 
Total borrowings 217.0  290.0 
Repayments
Term Loan Facility (2.2) (2.2)
Senior Revolving Credit Facility (87.0) — 
Receivables Financing Agreement (33.1) (95.0)
Finance leases —  (0.2)
Total repayments (122.3) (97.4)
Long-term debt borrowings, net $ 94.7  $ 192.6 
Senior Credit Facility
We maintain a $1,550.0 million senior credit facility (Senior Credit Facility) which includes a senior term loan facility with aggregate commitments of $350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). The Term Loan Facility was fully drawn on the closing date with the proceeds of the Term Loan Facility used to refinance the loans and commitments outstanding under the existing facility. The Term Loan Facility requires principal amortization payments which began on March 31, 2023, at a rate of 0.625% per quarter through the end of 2024, increasing to 1.250% per quarter thereafter until maturity. The maturity date for the Senior Credit Facility is October 11, 2027.
The Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility. At March 31, 2024, we had $1,038.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $161.0 million borrowed under the facility and issued $0.4 million of letters of credit.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of March 31, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the Receivables Financing Agreement.
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As of March 31, 2024, there were no covenants or other restrictions that limited our ability to borrow.
NOTE 11. PENSION PLANS AND RETIREMENT BENEFITS
We sponsor domestic and foreign defined benefit pension plans for eligible employees and retirees. Most of our domestic employees participate in defined contribution plans. However, a portion of our bargaining hourly employees continue to participate in our domestic qualified defined benefit pension plans under a flat-benefit formula. Our funding policy for the qualified defined benefit pension plans is consistent with the requirements of federal laws and regulations. Our foreign subsidiaries maintain pension and other benefit plans, which are consistent with local statutory practices.
Our domestic qualified defined benefit pension plan provides that if, within three years following a change of control of Olin, any corporate action is taken or filing made in contemplation of, among other things, a plan termination or merger or other transfer of assets or liabilities of the plan, and such termination, merger, or transfer thereafter takes place, plan benefits would automatically be increased for affected participants (and retired participants) to absorb any plan surplus (subject to applicable collective bargaining requirements).
We also provide certain postretirement healthcare (medical) and life insurance benefits for eligible active and retired domestic employees. The healthcare plans are contributory with participants’ contributions adjusted annually based on medical rates of inflation and plan experience.
Pension Benefits Other Postretirement Benefits
  Three Months Ended March 31, Three Months Ended March 31,
2024 2023 2024 2023
Components of Net Periodic Benefit (Income) Cost ($ in millions)
Service cost $ 1.3  $ 1.4  $ 0.2  $ 0.2 
Interest cost 25.1  26.3  0.4  0.5 
Expected return on plans’ assets (33.9) (32.9) —  — 
Amortization of prior service cost (0.1) (0.1) —  — 
Recognized actuarial loss 1.5  0.3  0.2  0.2 
Net periodic benefit (income) cost $ (6.1) $ (5.0) $ 0.8  $ 0.9 
We made cash contributions to our international qualified defined benefit pension plans of $0.3 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively.
NOTE 12. INCOME TAXES
The effective tax rate for the three months ended March 31, 2024 included a net $2.6 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended March 31, 2024 of 25.0% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the three months ended March 31, 2023 included a net $5.2 million tax benefit, primarily associated with stock-based compensation, a remeasurement of deferred taxes due to a decrease in our state effective tax rates, and prior year tax positions, partially offset by an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions and an expense from a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended March 31, 2023 of 23.6% was higher than the 21.0% U.S. federal statutory rate primarily due to state and foreign income taxes and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.
As of March 31, 2024, we had $49.9 million of gross unrecognized tax benefits, which would have a net $49.7 million impact on the effective tax rate, if recognized. As of March 31, 2023, we had $54.8 million of gross unrecognized tax benefits, of which $53.2 million would have impacted the effective tax rate, if recognized. The amounts of unrecognized tax benefits were as follows:

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Three Months Ended March 31,
  2024 2023
Unrecognized Tax Benefits ($ in millions)
Balance at beginning of period $ 50.3  $ 51.6 
Increases for current year tax positions 0.4  2.8 
Foreign currency translation adjustments (0.8) 0.4 
Balance at end of period $ 49.9  $ 54.8 
As of March 31, 2024, we believe it is reasonably possible that our total amount of unrecognized tax benefits will decrease by approximately $36.3 million over the next twelve months. The anticipated reduction primarily relates to expected settlements with tax authorities and the expiration of federal, state and foreign statutes of limitation.
We operate globally and file income tax returns in numerous jurisdictions. Our tax returns are subject to examination by various federal, state and local tax authorities. Additionally, examinations are ongoing in various states and foreign jurisdictions. We believe we have adequately provided for all tax positions; however, amounts asserted by taxing authorities could be greater than our accrued position.
For our primary tax jurisdictions, the tax years that remain subject to examination are as follows:
Tax Years
U.S. federal income tax 2020 - 2023
U.S. state income tax 2012 - 2023
Canadian federal income tax 2017 - 2023
Brazil 2017 - 2023
Germany 2015 - 2023
China 2014 - 2023
The Netherlands 2016 - 2023
NOTE 13. CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
The Contributing Employee Ownership Plan (CEOP) is a defined contribution plan available to essentially all domestic employees. We provide a contribution to an individual retirement contribution account (Company Contributions) maintained with the CEOP equal to an amount between 5.0% and 7.5% of the employee’s eligible compensation. Employees generally vest in the value of the Company Contribution according to a schedule based on service. Participants vest 50% after 2 years of service and 100% after 3 years of service.
We also match a percentage of our employees CEOP contributions (Company Match), which are invested in the same investment allocation as the employee’s contributions. Employees immediately vest in company matching contributions.
Our contributions to the CEOP were as follows:
Three Months Ended March 31,
2024 2023
CEOP Expense ($ in millions)
Company Contribution $ 10.6  $ 11.6 
Company Match 3.6  3.7 
Total expense $ 14.2  $ 15.3 
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NOTE 14. STOCK-BASED COMPENSATION
Stock-based compensation granted includes stock options, performance share awards, restricted stock awards and deferred directors’ compensation. Stock-based compensation expense was as follows:
  Three Months Ended March 31,
  2024 2023
Stock Compensation Expense ($ in millions)
Stock-based compensation $ 5.6  $ 4.5 
Mark-to-market adjustments 2.2  1.5 
Total expense $ 7.8  $ 6.0 
Stock Options
The fair value of each stock option granted, which typically vests ratably over three years, but not less than one year, was estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions:
Grant Date Assumptions - Stock Options 2024 2023
Dividend yield 1.50  % 1.32  %
Risk-free interest rate 4.35  % 4.07  %
Expected volatility of Olin common stock 47  % 47  %
Expected life (years) 7.0 7.0
Weighted-average grant fair value (per option) $ 24.79 $ 28.74
Weighted-average exercise price $ 53.43 $ 60.55
Stock options granted 601,157 562,124
Dividend yield was based on our current dividend yield as of the option grant date. Risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the options. Expected volatility was based on our historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility. Expected life of the option grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate for future exercise patterns.
Performance Shares
Performance share awards are denominated in shares of our stock and are paid half in cash and half in stock. Payouts for performance share awards are based on two criteria: (1) 50% of the award is based on Olin’s total shareholder returns (TSR) over the applicable three-year performance cycle in relation to the TSR over the same period among a portfolio of public companies which are selected in concert with outside compensation consultants and (2) 50% of the award is based on Olin’s net income over the applicable three-year performance cycle in relation to the net income goal for such period as set by the Compensation Committee of Olin’s Board of Directors. The expense associated with performance shares is recorded based on our estimate of our performance relative to the respective target. If an employee leaves the company before the end of the performance cycle, the performance shares may be prorated based on the number of months of the performance cycle worked and are settled in cash instead of half in cash and half in stock when the three-year performance cycle is completed.
The fair value of each performance share award based on net income was estimated on the date of grant, using the current stock price. The fair value of each performance share award based on TSR was estimated on the date of grant, using a Monte Carlo simulation model with the following weighted average assumptions:
Grant Date Assumptions - Performance Shares 2024 2023
Risk-free interest rate 4.53  % 4.46  %
Expected volatility of Olin common stock 41  % 52  %
Expected average volatility of peer companies 37  % 42  %
Average correlation coefficient of peer companies 0.40 0.51
Expected life (years) 3.0 3.0
Grant date fair value (TSR-based award) $ 72.80 $ 86.98
Grant date fair value (net income-based award) $ 54.07 $ 60.55
Performance share awards granted 180,714 161,474
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The risk-free interest rate was based on zero coupon U.S. Treasury securities rates for the expected life of the performance share awards. The expected volatility of Olin common stock and peer companies was based on historical stock price movements, as we believe that historical experience is the best available indicator of the expected volatility. The average correlation coefficient of peer companies was determined based on historical trends of Olin’s common stock price compared to the peer companies. Expected life of the performance share award grant was based on historical exercise and cancellation patterns, as we believe that historical experience is the best estimate of future exercise patterns.
NOTE 15. SHAREHOLDERS’ EQUITY
On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion (the 2022 Repurchase Authorization). This program will terminate upon the purchase of $2.0 billion of common stock.
For the three months ended March 31, 2024 and 2023, 2.0 million and 3.6 million shares, respectively, of common stock were repurchased and retired at a total value of $105.4 million and $206.1 million, respectively. As of March 31, 2024, 21.2 million shares of common stock have been repurchased and retired at a total value of $1,108.0 million under the 2022 Repurchase Authorization program, and $892.0 million of common stock remained authorized to be repurchased under the program.
We issued 0.8 million and 0.4 million shares representing stock options exercised for the three months ended March 31, 2024 and 2023, respectively, with a total value of $19.8 million and $11.2 million, respectively.
The following table represents the activity included in accumulated other comprehensive loss:
  Foreign Currency Translation Cash Flow Hedges Pension and Postretirement Benefits Total
Accumulated Other Comprehensive Loss ($ in millions)
Balance at January 1, 2023 $ (38.6) $ (32.5) $ (424.8) $ (495.9)
Unrealized gains (losses) 5.5  (20.8) —  (15.3)
Reclassification adjustments of losses into income —  30.7  0.4  31.1 
Tax provision —  (2.5) (0.1) (2.6)
Net change 5.5  7.4  0.3  13.2 
Balance at March 31, 2023 $ (33.1) $ (25.1) $ (424.5) $ (482.7)
Balance at January 1, 2024 $ (39.7) $ (18.4) $ (438.2) $ (496.3)
Unrealized losses (2.3) (3.0) —  (5.3)
Reclassification adjustments of losses into income —  13.3  1.6  14.9 
Tax provision —  (2.6) (0.4) (3.0)
Net change (2.3) 7.7  1.2  6.6 
Balance at March 31, 2024 $ (42.0) $ (10.7) $ (437.0) $ (489.7)
Net income and cost of goods sold included reclassification adjustments for realized gains and losses on derivative contracts from accumulated other comprehensive loss.
Net income and non-operating pension income included the amortization of prior service costs and actuarial losses from accumulated other comprehensive loss.
NOTE 16. SEGMENT INFORMATION
We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment. Sales are attributed to geographic areas based on customer location.
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  Three Months Ended March 31,
2024 2023
Segment Detail ($ in millions)
Sales
Chlor Alkali Products and Vinyls $ 884.6  $ 1,117.1 
Epoxy 341.3  360.7 
Winchester 409.4  366.5 
Total sales $ 1,635.3  $ 1,844.3 
Income before Taxes    
Chlor Alkali Products and Vinyls $ 76.6  $ 245.9 
Epoxy (11.8) 21.4 
Winchester 72.2  61.0 
Corporate/Other:
Environmental expense (5.8) (3.2)
Other corporate and unallocated costs (25.8) (34.3)
Restructuring charges (8.3) (60.9)
Other operating income 0.2  0.5 
Interest expense (44.6) (42.4)
Interest income 0.8  1.1 
Non-operating pension income 6.8  5.7 
Income before taxes $ 60.3  $ 194.8 

  Three Months Ended March 31,
  2024 2023
Segment Sales by Geography ($ in millions)
Chlor Alkali Products and Vinyls
United States $ 635.6  $ 766.5 
Europe 35.8  72.4 
Other foreign 213.2  278.2 
Total Chlor Alkali Products and Vinyls 884.6  1,117.1 
Epoxy
United States 171.3  151.6 
Europe 89.3  96.6 
Other foreign 80.7  112.5 
Total Epoxy 341.3  360.7 
Winchester
United States 382.1  329.9 
Europe 6.9  7.9 
Other foreign 20.4  28.7 
Total Winchester 409.4  366.5 
Total
United States 1,189.0  1,248.0 
Europe 132.0  176.9 
Other foreign 314.3  419.4 
Total sales $ 1,635.3  $ 1,844.3 
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  Three Months Ended March 31,
  2024 2023
Segment Sales by Product Line ($ in millions)
Chlor Alkali Products and Vinyls
Caustic soda $ 355.7  $ 546.8 
Chlorine, chlorine-derivatives and other products 528.9  570.3 
Total Chlor Alkali Products and Vinyls 884.6  1,117.1 
Epoxy
Aromatics and allylics 154.9  142.3 
Epoxy resins 186.4  218.4 
Total Epoxy 341.3  360.7 
Winchester
Commercial 242.8  200.5 
Military and law enforcement(1)
 166.6  166.0 
Total Winchester 409.4  366.5 
Total sales $ 1,635.3  $ 1,844.3 
(1)    For the three months ended March 31, 2024 and 2023, revenue recognized over time represented $19.8 million and $22.7 million, respectively, associated with governmental contracts within our Winchester business.
NOTE 17. ENVIRONMENTAL
We are party to various government and private environmental actions associated with past manufacturing facilities and former waste disposal sites. The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $154.8 million, $153.6 million and $146.7 million at March 31, 2024, December 31, 2023 and March 31, 2023, respectively, of which $122.8 million, $121.6 million and $121.7 million, respectively, were classified as other noncurrent liabilities.
Environmental provisions charged to income, which are included in costs of goods sold, were $5.8 million and $3.2 million for the three months ended March 31, 2024 and 2023, respectively.
Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other Potentially Responsible Parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations.
NOTE 18. COMMITMENTS AND CONTINGENCIES
We, and our subsidiaries, are defendants in various legal actions (including proceedings based on alleged exposures to asbestos) incidental to our past and current business activities. As of March 31, 2024, December 31, 2023 and March 31, 2023, our condensed balance sheets included accrued liabilities for these other legal actions of $17.7 million, $14.2 million and $14.1 million, respectively. These liabilities do not include costs associated with legal representation. Based on our analysis, and considering the inherent uncertainties associated with litigation, we do not believe that it is reasonably possible that these legal actions will materially adversely affect our financial position, cash flows or results of operations.
During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain contingency. In certain instances, such as environmental projects, we are responsible for managing the cleanup and remediation of an environmental site. There exists the possibility of recovering a portion of these costs from other parties. We account for gain contingencies in accordance with the provisions of ASC 450 “Contingencies” and, therefore, do not record gain contingencies and recognize income until it is earned and realizable.
NOTE 19. DERIVATIVE FINANCIAL INSTRUMENTS
We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings.
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We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks. ASC 815 “Derivatives and Hedging” (ASC 815) requires an entity to recognize all derivatives as either assets or liabilities in the condensed balance sheets and measure those instruments at fair value. In accordance with ASC 815, we designate derivative contracts as cash flow hedges of forecasted purchases of commodities and forecasted interest payments related to variable-rate borrowings and designate certain interest rate swaps as fair value hedges of fixed-rate borrowings. We do not enter into any derivative instruments for trading or speculative purposes.
Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations. The majority of our commodity derivatives expire within one year.
We actively manage currency exposures that are associated with net monetary asset positions, currency purchases and sales commitments denominated in foreign currencies and foreign currency denominated assets and liabilities created in the normal course of business. We enter into forward sales and purchase contracts to manage currency risk to offset our net exposures, by currency, related to the foreign currency denominated monetary assets and liabilities of our operations. All of the currency derivatives expire within one year and are for U.S. dollar (USD) equivalents. The counterparties to the forward contracts are large financial institutions; however, the risk of loss to us in the event of nonperformance by a counterparty could be significant to our financial position or results of operations. We had the following notional amounts of outstanding forward contracts to buy and sell foreign currency:
  March 31, 2024 December 31, 2023 March 31, 2023
Notional Value - Foreign Currency ($ in millions)
Buy $ 167.1  $ 21.0  $ 352.5 
Sell 154.6  140.2  147.6 
Cash Flow Hedges
For derivative instruments that are designated and qualify as a cash flow hedge, the change in fair value of the derivative is recognized as a component of other comprehensive income until the hedged item is recognized in earnings.
We had the following notional amounts of outstanding commodity contracts that were entered into to hedge forecasted purchases:
  March 31, 2024 December 31, 2023 March 31, 2023
Notional Value - Commodity ($ in millions)
Natural gas $ 61.0  $ 63.2  $ 94.1 
Ethane 30.0  26.4  37.8 
Metals 148.9  101.4  88.7 
Total notional $ 239.9  $ 191.0  $ 220.6 
As of March 31, 2024, the counterparties to these commodity contracts were Wells Fargo Bank, N.A., Citibank, N.A., JPMorgan Chase Bank, National Association, Toronto Dominion Bank and Bank of America Corporation, all of which are major financial institutions.
We use cash flow hedges for certain raw material and energy costs such as copper, zinc, lead, ethane, electricity and natural gas to provide a measure of stability in managing our exposure to price fluctuations associated with forecasted purchases of raw materials and energy used in our manufacturing process. At March 31, 2024, we had open derivative contract positions through 2028. If all open futures contracts had been settled on March 31, 2024, we would have recognized a pretax loss of $14.2 million.
If commodity prices were to remain at March 31, 2024 levels, approximately $14.0 million of deferred losses, net of tax, would be reclassified into earnings during the next twelve months. The actual effect on earnings will be dependent on actual commodity prices when the forecasted transactions occur.
Fair Value Hedges
We use interest rate swaps as a means of managing interest expense and floating interest rate exposure to optimal levels. For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in current earnings.
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We include the gain or loss on the hedged items (fixed-rate borrowings) in the same line item, interest expense, as the offsetting loss or gain on the related interest rate swaps. There were no outstanding interest rate swaps at March 31, 2024, December 31, 2023 and March 31, 2023.
Financial Statement Impacts
We present our derivative assets and liabilities in our condensed balance sheets on a net basis whenever we have a legally enforceable master netting agreement with the counterparty to our derivative contracts. We use these agreements to manage and substantially reduce our potential counterparty credit risk.
The following table summarizes the location and fair value of the derivative instruments on our condensed balance sheets:

  March 31, 2024 December 31, 2023 March 31, 2023
Balance Sheet Location ($ in millions)
Current Assets
Commodity contracts Other current assets $ 5.8  $ 2.1  $ 3.3 
Foreign currency contracts Other current assets 0.5  —  1.6 
Noncurrent Assets
Commodity contracts Other assets 4.6  3.2  4.8 
Total derivative assets(1)
 $ 10.9  $ 5.3  $ 9.7 
Current Liabilities
Commodity contracts Accrued liabilities $ 24.3  $ 29.4  $ 33.8 
Foreign currency contracts Accrued liabilities 1.1  2.5  1.6 
Noncurrent Liabilities
Commodity contracts Other liabilities 0.3  0.5  7.9 
Total derivative liabilities(1)
 $ 25.7  $ 32.4  $ 43.3 
(1)     Does not include the impact of cash collateral received from or provided to counterparties.

The following table summarizes the effects of derivative instruments on our condensed statements of operations:
    Amount of Gain (Loss) for the
    Three Months Ended March 31,
  2024 2023
Location of Gain (Loss) ($ in millions)
Cash Flow Hedges
Commodity contracts Other comprehensive income $ (3.0) $ (20.8)
Commodity contracts Cost of goods sold (13.3) (30.7)
Not Designated as Hedging Instruments    
Commodity contracts Cost of goods sold —  (0.6)
Foreign exchange contracts Selling and administrative 0.8  (1.4)
Credit Risk and Collateral
By using derivative instruments, we are exposed to credit and market risk. If a counterparty fails to fulfill its performance obligations under a derivative contract, our credit risk will equal the fair value gain in a derivative. Generally, when the fair value of a derivative contract is positive, this indicates that the counterparty owes us, thus creating a repayment risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, assume no repayment risk. We minimize the credit (or repayment) risk in derivative instruments by entering into transactions with high-quality counterparties. We monitor our positions and the credit ratings of our counterparties, and we do not anticipate non-performance by the counterparties.
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Based on the agreements with our various counterparties, cash collateral is required to be provided when the net fair value of the derivatives, with the counterparty, exceeds a specific threshold. If the threshold is exceeded, cash is either provided by the counterparty to us if the value of the derivatives is our asset, or cash is provided by us to the counterparty if the value of the derivatives is our liability. As of March 31, 2024, December 31, 2023 and March 31, 2023, this threshold was not exceeded. In all instances where we are party to a master netting agreement, we offset the receivable or payable recognized upon payment of cash collateral against the fair value amounts recognized for derivative instruments that have also been offset under such master netting agreements.
NOTE 20. FAIR VALUE MEASUREMENTS
Fair value is defined as the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties or the amount that would be paid to transfer a liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity.
Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, defined by ASC 820 “Fair Value Measurement” (ASC 820), and directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
Level 1 — Inputs were unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 — Inputs (other than quoted prices included in Level 1) were either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level 3 — Inputs reflected management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration was given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.
Commodity Contracts
Commodity contract financial instruments were valued primarily based on prices and other relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for commodities. All commodity financial instruments were valued as a Level 2 under the fair value measurements hierarchy.
Foreign Currency Contracts
Foreign currency contract financial instruments were valued primarily based on relevant information observable in market transactions involving identical or comparable assets or liabilities including both forward and spot prices for currencies. All foreign currency contract financial instruments were valued as a Level 2 under the fair value measurements hierarchy.
Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable and accounts payable approximated fair values due to the short-term maturities of these instruments. Since our long-term debt instruments may not be actively traded, the inputs used to measure the fair value of our long-term debt are based on current market rates for debt of similar risk and maturities and is classified as Level 2 in the fair value measurement hierarchy. As of March 31, 2024, December 31, 2023 and March 31, 2023, the fair value measurements of debt were $2,725.7 million, $2,626.2 million and $2,627.5 million, respectively.
Nonrecurring Fair Value Measurements
In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by ASC 820. There were no assets measured at fair value on a nonrecurring basis as of March 31, 2024, December 31, 2023 or March 31, 2023.
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Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS BACKGROUND
Olin Corporation (Olin) is a Virginia corporation, incorporated in 1892, having its principal executive offices in Clayton, MO. We are a leading vertically integrated global manufacturer and distributor of chemical products and a leading U.S. manufacturer of ammunition. Our operations are concentrated in three business segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. All of our business segments are capital-intensive manufacturing businesses. The Chlor Alkali Products and Vinyls segment manufactures and sells chlorine and caustic soda, ethylene dichloride and vinyl chloride monomer, methyl chloride, methylene chloride, chloroform, carbon tetrachloride, perchloroethylene, hydrochloric acid, hydrogen, bleach products and potassium hydroxide. The Epoxy segment produces and sells a full range of epoxy materials and precursors, including aromatics (acetone and phenol), allyl chloride, epichlorohydrin, liquid epoxy resins, solid epoxy resins and systems and growth products such as converted epoxy resins and additives. The Winchester segment produces and sells sporting ammunition, reloading components, small caliber military ammunition and components, industrial cartridges and clay targets.
EXECUTIVE SUMMARY
Overview
Net income for the three months ended March 31, 2024 and 2023 was $48.6 million and $156.3 million, respectively, a decrease of $107.7 million, or 69%. The decrease in net income from the comparable prior year period was primarily due to lower operating results across our chemicals business segments partially offset by improved operating results from our Winchester segment. Diluted net income per share was $0.40 for the three months ended March 31, 2024 compared to $1.16 for 2023, a decrease of $0.76 per share, or 66%.
Chlor Alkali Products and Vinyls reported segment income was $76.6 million and $245.9 million for the three months ended March 31, 2024 and 2023, respectively. Chlor Alkali Products and Vinyls segment results decreased from the comparable prior year period due to lower pricing, primarily caustic soda, and lower volumes.
Epoxy reported a segment loss of $11.8 million for the three months ended March 31, 2024 compared to segment income of $21.4 million during the comparable prior year period in 2023. Epoxy segment results were lower than in the comparable prior year period primarily due to lower product pricing partially offset by increased volumes.
Epoxy segment results in 2024 continue to be impacted by significant exports out of Asia into the European and North American markets, negatively impacting pricing and volumes. On April 3, 2024, we announced the filing of antidumping and countervailing duty petitions against China, India, South Korea, Taiwan and Thailand with the U.S. Department of Commerce and the U.S. International Trade Commission relating to certain epoxy resins, as part of the U.S. Epoxy Resin Producers Ad Hoc Coalition. The petitions were filed in response to large volumes of low-priced imports of epoxy resins into the U.S. from the subject countries over the past three years that have injured the U.S. domestic epoxy resin producers.
Winchester reported segment income of $72.2 million and $61.0 million for the three months ended March 31, 2024 and 2023, respectively. Winchester segment results were higher than the comparable prior year period due to higher sales volumes, which includes White Flyer, partially offset by lower product pricing.
During 2024, the U.S. Army awarded Winchester a contract for the construction of the Next Generation Squad Weapon (NGSW) manufacturing facility at Lake City Army Ammunition Plant. The project will be the first new manufacturing facility built at the Lake City facility in decades. The new manufacturing facility will provide safe, reliable, and advanced NGSW to the joint warfighter. Winchester will manage all aspects of the construction process, which is projected to start in the second quarter of 2024.
Liquidity and Share Repurchases
During the three months ended March 31, 2024, we repurchased and retired 2.0 million shares of common stock at a total value of $105.4 million. As of March 31, 2024, we had $892.0 million of remaining authorized common stock to be purchased under our 2022 Repurchase Authorization Program.
During the three months ended March 31, 2024, we had net borrowings of $94.7 million with $93.0 million borrowed under our Senior Revolving Credit Facility and $3.9 million under our Receivables Financing Agreement.

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CONSOLIDATED RESULTS OF OPERATIONS
Three Months Ended March 31,
2024 2023
($ in millions, except per share data)
Sales $ 1,635.3  $ 1,844.3 
Cost of goods sold 1,428.0  1,441.7 
Gross margin 207.3  402.6 
Selling and administrative 101.9  111.8 
Restructuring charges 8.3  60.9 
Other operating income 0.2  0.5 
Operating income 97.3  230.4 
Interest expense 44.6  42.4 
Interest income 0.8  1.1 
Non-operating pension income 6.8  5.7 
Income before taxes 60.3  194.8 
Income tax provision 12.5  40.8 
Net income 47.8  154.0 
Net loss attributable to noncontrolling interests (0.8) (2.3)
Net income attributable to Olin Corporation $ 48.6  $ 156.3 
Net income attributable to Olin Corporation per common share:
Basic $ 0.41  $ 1.19 
Diluted $ 0.40  $ 1.16 
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Sales for the three months ended March 31, 2024 were $1,635.3 million compared to $1,844.3 million in the same period last year, a decrease of $209.0 million, or 11%. Chlor Alkali Products and Vinyls sales decreased by $232.5 million primarily due to lower pricing, primarily caustic soda, and lower volumes. Epoxy sales decreased by $19.4 million, primarily due to lower product pricing partially offset by increased sales volumes. Winchester sales increased by $42.9 million, primarily due to higher commercial ammunition sales volumes and first quarter 2024 sales from White Flyer.
Gross margin decreased $195.3 million for the three months ended March 31, 2024 compared to the prior year. Chlor Alkali Products and Vinyls gross margin decreased by $165.4 million primarily due to lower pricing, primarily caustic soda, and lower volumes. Epoxy gross margin decreased by $35.5 million primarily due to lower product pricing partially offset by increased volumes. Winchester gross margin increased by $8.1 million primarily due to higher sales volumes, partially offset by lower product pricing. Gross margin as a percentage of sales decreased to 13% in 2024 from 22% in 2023.
Selling and administrative expenses for the three months ended March 31, 2024 was $101.9 million, a decrease of $9.9 million from the prior year. The decrease was primarily due to lower variable incentive compensation expense of $4.0 million, a favorable foreign currency impact of $2.5 million and lower costs of $2.0 million associated with consulting and contract services. Selling and administrative expenses as a percentage of sales was 6% in both 2024 and 2023.
Restructuring charges for the three months ended March 31, 2024 and 2023 were $8.3 million and $60.9 million, respectively. The decrease in charges was primarily due to our 2023 actions to configure our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model, which resulted in pretax restructuring charges of $57.8 million in the first quarter 2023.
Interest expense increased by $2.2 million for the three months ended March 31, 2024 from the prior year, primarily due to higher average interest rates.
Non-operating pension income includes all components of pension and other postretirement income (costs) other than service costs. Non-operating pension income was higher for the three months ended March 31, 2024 primarily due to a decrease in the discount rate used to determine interest costs, partially offset by higher actuarial losses recognized to income.
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The effective tax rate for the three months ended March 31, 2024 included a net $2.6 million tax benefit, primarily associated with stock-based compensation and prior year tax positions, partially offset by an expense from a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended March 31, 2024 of 25.0% was higher than the 21.0% U.S. federal statutory rate primarily due to state income tax and foreign income inclusions, partially offset by favorable permanent salt depletion deductions. The effective tax rate for the three months ended March 31, 2023 included a net $5.2 million tax benefit, primarily associated with stock-based compensation, a remeasurement of deferred taxes due to a decrease in our state effective tax rates, and prior year tax positions, partially offset by an expense from a net increase in the valuation allowance related to deferred tax assets in foreign jurisdictions and an expense from a change in tax contingencies. Excluding these items, the effective tax rate for the three months ended March 31, 2023 of 23.6% was higher than the 21.0% U.S. federal statutory rate primarily due to state and foreign income taxes and an increase in the valuation allowance related to losses in foreign jurisdictions, partially offset by favorable permanent salt depletion deductions.
SEGMENT RESULTS
We define segment results as income (loss) before interest expense, interest income, other operating income (expense), non-operating pension income, other income and income taxes. We have three operating segments: Chlor Alkali Products and Vinyls, Epoxy and Winchester. The three operating segments reflect the organization used by our management for purposes of allocating resources and assessing performance. Chlorine and caustic soda used in our Epoxy segment is transferred at cost from the Chlor Alkali Products and Vinyls segment.
  Three Months Ended March 31,
2024 2023
Segment Detail ($ in millions)
Sales
Chlor Alkali Products and Vinyls $ 884.6  $ 1,117.1 
Epoxy 341.3  360.7 
Winchester 409.4  366.5 
Total sales $ 1,635.3  $ 1,844.3 
Income before taxes
Chlor Alkali Products and Vinyls $ 76.6  $ 245.9 
Epoxy (11.8) 21.4 
Winchester 72.2  61.0 
Corporate/other:    
Environmental expense (5.8) (3.2)
Other corporate and unallocated costs (25.8) (34.3)
Restructuring charges (8.3) (60.9)
Other operating income 0.2  0.5 
Interest expense (44.6) (42.4)
Interest income 0.8  1.1 
Non-operating pension income 6.8  5.7 
Income before taxes $ 60.3  $ 194.8 
Chlor Alkali Products and Vinyls
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Chlor Alkali Products and Vinyls sales for the three months ended March 31, 2024 were $884.6 million compared to $1,117.1 million for the same period in 2023, a decrease of $232.5 million, or 21%. The sales decrease was primarily due to lower pricing, primarily caustic soda, and lower volume.
Chlor Alkali Products and Vinyls segment income was $76.6 million for the three months ended March 31, 2024 compared to $245.9 million for the same period in 2023. The decrease in segment results of $169.3 million was due to lower pricing ($149.9 million), primarily caustic soda, and lower volumes ($88.2 million), partially offset by lower costs associated with products purchased from other parties ($62.6 million) and lower raw material and operating costs ($6.2 million). Chlor Alkali Products and Vinyls segment results included depreciation and amortization expense of $106.8 million and $114.4 million for the three months ended March 31, 2024 and 2023, respectively.
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Epoxy
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Epoxy sales for the three months ended March 31, 2024 were $341.3 million compared to $360.7 million for the same period in 2023, a decrease of $19.4 million, or 5%. The sales decrease was primarily due to lower product prices ($98.1 million) and an unfavorable effect of foreign currency translation ($0.5 million), partially offset by increased sales volumes ($79.2 million).
Epoxy segment loss was $11.8 million for the three months ended March 31, 2024 compared to segment income of $21.4 million for the same period in 2023. The decrease in segment results of $33.2 million was primarily due to lower product prices ($98.1 million), which continues to be impacted by significant exports out of Asia into the European and North American markets, partially offset by increased volumes ($58.4 million) and lower raw material and operating costs ($6.5 million). A significant percentage of our Euro denominated sales are of products manufactured within Europe. As a result, the impact of foreign currency translation on revenue is primarily offset by the impact of foreign currency translation on raw materials and manufacturing costs also denominated in Euros. Epoxy segment results included depreciation and amortization expense of $13.5 million and $14.5 million for the three months ended March 31, 2024 and 2023, respectively.
Winchester
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
Winchester sales were $409.4 million for the three months ended March 31, 2024 compared to $366.5 million for the same period in 2023, an increase of $42.9 million, or 12%. The increase was due to higher ammunition sales to commercial customers ($42.3 million), higher sales to domestic and international military customers ($6.1 million), partially offset by lower sales to law enforcement agencies ($5.5 million). Commercial ammunition sales were primarily impacted by increased sales volumes and first quarter 2024 sales from White Flyer.
Winchester segment income was $72.2 million for the three months ended March 31, 2024 compared to $61.0 million for the same period in 2023, an increase of $11.2 million. The increase in segment results was due to higher sales volumes ($11.3 million), which includes White Flyer, and lower commodity and operating costs ($4.0 million), partially offset by lower product pricing ($4.1 million). Winchester segment income included depreciation and amortization expense of $7.9 million and $6.2 million for the three months ended March 31, 2024 and 2023, respectively.
Corporate/Other
Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023
For the three months ended March 31, 2024, charges to income for environmental investigatory and remedial activities were $5.8 million compared to $3.2 million for the three months ended March 31, 2023. These charges related primarily to expected future investigatory and remedial activities associated with past manufacturing operations and former waste disposal sites.
For the three months ended March 31, 2024, other corporate and unallocated costs were $25.8 million compared to $34.3 million for the three months ended March 31, 2023, a decrease of $8.5 million. The decrease was primarily due to lower variable incentive compensation expense ($4.3 million) and a favorable foreign currency impact ($2.5 million).
Restructurings
As a result of weak global resin demand and higher cost structures within the European region, we began a review of our global Epoxy asset footprint to optimize the most productive and cost effective assets to support our strategic operating model. As part of this review, we announced operational cessations in the fourth quarter of 2022 and the first and second quarters of 2023 (collectively, Epoxy Optimization Plan).
For the three months ended March 31, 2024 and 2023, we recorded restructuring charges of $3.5 million and $57.8 million, respectively, for contract termination costs, the write-off of equipment and facility costs and facility exit costs related to these actions. We expect to incur additional restructuring charges through 2025 of approximately $20 million related to these actions.
For the three months ended March 31, 2024 and 2023, Olin incurred charges of $4.8 million and $3.1 million, respectively, associated with other previously disclosed restructuring plans. We expect to incur additional restructuring charges through 2027 of approximately $45 million related to these actions.
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OUTLOOK
Starting in the fourth quarter 2023 and continuing through the majority of first quarter 2024, we successfully executed an initiative which lowered our participation in ECU markets and adjusted our operating rates to mitigate the declining pricing environment we experienced during the second half of 2023. As a result, we believe we have accelerated the positive inflection point within our Chlor Alkali Products and Vinyls segment. In the first quarter 2024, we saw positive sequential improvement in all three of our business segments. We expect this momentum to continue with second quarter 2024 results. We expect the second quarter 2024 operating results from our Chemical businesses to be higher than the first quarter 2024. We also expect our Winchester business second quarter 2024 results to be comparable with first quarter 2024 results. Overall, we expect Olin’s second quarter 2024 operating results to be higher than the first quarter 2024 levels.
Other corporate and unallocated costs in 2024 are expected to be higher than the $106.3 million in 2023.
During 2024, we anticipate environmental expenses in the $25 million to $35 million range, compared to $23.7 million in 2023.
We expect non-operating pension income in 2024 to be similar to the $24.0 million in 2023. Based on our plan assumptions and estimates, we will not be required to make any cash contributions to our domestic qualified defined benefit pension plan in 2024. We have several international qualified defined benefit pension plans for which we anticipate cash contributions of less than $5 million in 2024.
In 2024, we currently expect our capital spending to be in the $225 million to $250 million range and we expect to make payments under other long-term supply contracts of approximately $50 million for energy modernization on the U.S. Gulf Coast. We expect 2024 depreciation and amortization expense to be in the $500 million to $525 million range.
We currently believe the 2024 effective tax rate will be in the 25% to 30% range and our cash tax rate to be in the 35% to 40% range as a result of previously deferred international tax payments expected to be made in 2024.
ENVIRONMENTAL MATTERS
Environmental provisions charged to income, which are included in costs of goods sold, were $5.8 million and $3.2 million for the three months ended March 31, 2024 and 2023, respectively.
Our liabilities for future environmental expenditures were as follows:
  March 31, 2024 March 31, 2023
Environmental Liabilities ($ in millions)
Balance at beginning of year $ 153.6  $ 146.6 
Charges to income 5.8  3.2 
Remedial and investigatory spending (4.6) (3.1)
Other —  — 
Balance at end of period $ 154.8  $ 146.7 
Environmental investigatory and remediation activities spending was associated with former waste disposal sites and past manufacturing operations. Spending in 2024 for investigatory and remedial efforts, the timing of which is subject to regulatory approvals and other uncertainties, is estimated to be approximately $30 million. Cash outlays for remedial and investigatory activities associated with former waste disposal sites and past manufacturing operations were not charged to income, but instead, were charged to reserves established for such costs identified and expensed to income in prior periods. Associated costs of investigatory and remedial activities are provided for in accordance with generally accepted accounting principles governing probability and the ability to reasonably estimate future costs. Our ability to estimate future costs depends on whether our investigatory and remedial activities are in preliminary or advanced stages. With respect to unasserted claims, we accrue liabilities for costs that, in our experience, we expect to incur to protect our interests against those unasserted claims. Our accrued liabilities for unasserted claims amounted to $11.7 million at March 31, 2024. With respect to asserted claims, we accrue liabilities based on remedial investigation, feasibility study, remedial action and operation, maintenance and monitoring (OM&M) expenses that, in our experience, we expect to incur in connection with the asserted claims. Required site OM&M expenses are estimated and accrued in their entirety for required periods not exceeding 30 years, which reasonably approximates the typical duration of long-term site OM&M. Charges to income for investigatory and remedial efforts may be material to our operating results in 2024.
The condensed balance sheets included reserves for future environmental expenditures to investigate and remediate known sites amounting to $154.8 million, $153.6 million and $146.7 million at March 31, 2024, December 31, 2023 and March 31, 2023, respectively, of which $122.8 million, $121.6 million and $121.7 million, respectively, were classified as other noncurrent liabilities.
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These amounts do not take into account any discounting of future expenditures or any consideration of insurance recoveries or advances in technology. These liabilities are reassessed periodically to determine if environmental circumstances have changed and/or remediation efforts and our estimate of related costs have changed. As a result of these reassessments, future charges to income may be made for additional liabilities.
Environmental exposures are difficult to assess for numerous reasons, including the identification of new sites, developments at sites resulting from investigatory studies, advances in technology, changes in environmental laws and regulations and their application, changes in regulatory authorities, the scarcity of reliable data pertaining to identified sites, the difficulty in assessing the involvement and financial capability of other Potentially Responsible Parties (PRPs), our ability to obtain contributions from other parties and the lengthy time periods over which site remediation occurs. It is possible that some of these matters (the outcomes of which are subject to various uncertainties) may be resolved unfavorably to us, which could materially adversely affect our financial position or results of operations.
LEGAL MATTERS AND CONTINGENCIES
Discussion of legal matters and contingencies can be referred to under Item 1, within Note 18, “Commitments and Contingencies.”
LIQUIDITY AND CAPITAL RESOURCES
Cash Flow Data
  Three Months Ended March 31,
  2024 2023
Provided by (Used for) ($ in millions)
Net operating activities $ 81.0  $ 37.5 
Capital expenditures (44.3) (61.4)
Payments under other long-term supply contracts (28.5) (9.3)
Net investing activities (74.7) (71.1)
Long-term debt borrowings, net 94.7  192.6 
Common stock repurchased and retired (105.4) (206.1)
Stock options exercised 19.8  11.2 
Dividends paid (23.9) (26.2)
Contributions received from noncontrolling interests —  44.1 
Net financing activities (25.3) 15.6 
Operating Activities
For the three months ended March 31, 2024, cash provided by operating activities increased by $43.5 million from the three months ended March 31, 2023, primarily due to a smaller increase in working capital compared with the prior year partially offset by a decrease in operating results. For the three months ended March 31, 2024, working capital increased $89.0 million compared to an increase of $244.4 million for the three months ended March 31, 2023. Inventories decreased by $31.2 million from December 31, 2023 primarily due to inventory reduction efforts over the last year. Accounts payable and accrued liabilities decreased $95.9 million from December 31, 2023, primarily as a result of timing of payments during the first quarter of 2024.
Investing Activities
Capital spending was $44.3 million for the three months ended March 31, 2024 compared to $61.4 million for the comparable period in 2023. Our capital spending forecast represents normal capital spending to maintain our current operating facilities. For the total year 2024, we currently expect our capital spending to be in the $225 million to $250 million range. We expect 2024 depreciation and amortization expense to be in the $500 million to $525 million range.
For the three months ended March 31, 2024, payments under other long-term supply contracts was $28.5 million for energy modernization on the U.S. Gulf Coast and we expect to make payments for the total year 2024 of approximately $50 million.
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Financing Activities
For the three months ended March 31, 2024, we had long-term debt borrowings, net of long-term debt repayments of $94.7 million. For the three months ended March 31, 2023, we had long-term debt borrowings, net of long-term debt repayments of $192.6 million.
For the three months ended March 31, 2024 and 2023, 2.0 million and 3.6 million shares, respectively, of common stock were repurchased and retired at a total value of $105.4 million and $206.1 million, respectively.
We issued 0.8 million and 0.4 million shares representing stock options exercised for the three months ended March 31, 2024 and 2023, respectively, with a total value of $19.8 million and $11.2 million, respectively. For the three months ended March 31, 2024, we withheld and paid $10.5 million for employee taxes on share-based payment arrangements.
For the three months ended March 31, 2023, we received $44.1 million of cash contributions from noncontrolling interests for BWA.
The percent of total debt to total capitalization increased to 55.6% as of March 31, 2024 from 54.1% as of December 31, 2023, primarily as a result of a higher level of debt outstanding, partially offset by lower shareholders’ equity, primarily due to common stock repurchases, partially offset by our operating results.
In the first quarter of 2024 and 2023, we paid a quarterly dividend of $0.20 per share. Dividends paid for the three months ended March 31, 2024 and 2023, were $23.9 million and $26.2 million, respectively. On April 24, 2024, our Board of Directors declared a dividend of $0.20 per share on our common stock, payable on June 14, 2024, to shareholders of record on May 9, 2024.
The payment of cash dividends is subject to the discretion of our Board of Directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial condition, our capital requirements and other factors deemed relevant by our Board of Directors. In the future, our Board of Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.
Liquidity and Other Financing Arrangements
Our principal sources of liquidity are from cash and cash equivalents, cash flow from operations and borrowings under our Senior Revolving Credit Facility, Receivables Financing Agreement (as defined below) and AR Facilities (as defined below). Additionally, we believe that we have access to the high-yield debt and equity markets.
We maintain a $1,550.0 million senior credit facility (Senior Credit Facility) which includes a senior term loan facility with aggregate commitments of $350.0 million (Term Loan Facility) and a senior revolving credit facility with aggregate commitments of $1,200.0 million (Senior Revolving Credit Facility). The Term Loan Facility was fully drawn on the closing date with the proceeds of the Term Loan Facility used to refinance the loans and commitments outstanding under the existing facility. The Term Loan Facility requires principal amortization amounts payable which began on March 31, 2023 at a rate of 0.625% per quarter through the end of 2024, increasing to 1.250% per quarter thereafter until maturity. The maturity date for the Senior Credit Facility is October 11, 2027.
The Senior Revolving Credit Facility includes a $100.0 million letter of credit subfacility. At March 31, 2024, we had $1,038.6 million available under our $1,200.0 million Senior Revolving Credit Facility because we had $161.0 million borrowed under the facility and issued $0.4 million of letters of credit.
We were in compliance with all covenants and restrictions under all our outstanding credit agreements as of March 31, 2024, and no event of default had occurred that would permit the lenders under our outstanding credit agreements to accelerate the debt if not cured. In the future, our ability to generate sufficient operating cash flows, among other factors, will determine the amounts available to be borrowed under these facilities. As a result of our restrictive covenant related to the net leverage ratio, the maximum additional borrowings available to us could be limited in the future. The limitation, if an amendment or waiver from our lenders is not obtained, could restrict our ability to borrow the maximum amounts available under the Senior Revolving Credit Facility and the Receivables Financing Agreement. As of March 31, 2024, there were no covenants or other restrictions that limited our ability to borrow.
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We believe, based on current and projected levels of cash flow from our operations, together with our cash and cash equivalents on hand and the availability to borrow under our Senior Revolving Credit Facility and AR Facilities, we have sufficient liquidity to meet our short-term and long-term needs to make required payments of interest on our debt, fund our operating needs, working capital and our capital expenditure requirements, and comply with the financial ratios in our debt agreements.
On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion. This program will terminate upon the purchase of $2.0 billion of common stock.
For the three months ended March 31, 2024, 2.0 million shares of common stock have been repurchased and retired at a total value of $105.4 million. As of March 31, 2024, 21.2 million shares of common stock have been repurchased and retired at a total value of $1,108.0 million under the 2022 Repurchase Authorization program, and $892.0 million of common stock remained authorized to be repurchased under the program.
We maintain a $425.0 million Receivables Financing Agreement (Receivables Financing Agreement) that is scheduled to mature on October 14, 2025. Under the Receivables Financing Agreement, our eligible trade receivables are used for collateralized borrowings and continue to be serviced by us. In addition, the Receivables Financing Agreement incorporates the net leverage ratio covenant that is contained in the Senior Credit Facility. As of March 31, 2024, December 31, 2023 and March 31, 2023, we had $332.4 million, $328.5 million and $355.0 million, respectively, drawn under the agreement. As of March 31, 2024, $477.6 million of our trade receivables were pledged as collateral and we had no additional borrowing capacity under the Receivables Financing Agreement, which was limited by our borrowing base.
Olin also has trade accounts receivable factoring arrangements (AR Facilities) and pursuant to the terms of the AR Facilities, certain of our domestic subsidiaries may sell their accounts receivable up to a maximum of $175.5 million and certain of our foreign subsidiaries may sell their accounts receivable up to a maximum of €22.0 million. We will continue to service the outstanding accounts sold. These receivables qualify for sales treatment under ASC 860 and, accordingly, the proceeds are included in net cash provided by operating activities in the condensed statements of cash flows.
The following table summarizes the AR facilities activity:
Three Months Ended March 31,
2024 2023
AR Facilities ($ in millions)
Balance at beginning of period $ 63.3  $ 111.8 
Gross receivables sold 176.6  252.3 
Payments received from customers on sold accounts (176.7) (287.0)
Balance at end of period $ 63.2  $ 77.1 
The factoring discount paid under the AR Facilities is recorded as interest expense on the condensed statements of operations. The factoring discount was $1.0 million and $1.2 million for the three months ended March 31, 2024 and 2023, respectively. The agreements are without recourse and therefore no recourse liability has been recorded as of March 31, 2024.
At March 31, 2024, we had total letters of credit of $128.8 million outstanding, of which $0.4 million were issued under our Senior Revolving Credit Facility. The letters of credit were used to support certain long-term debt obligations, workers compensation insurance policies, plant closure and post-closure obligations, international payment obligations and international pension funding requirements.
Our current debt structure is used to fund our business operations. As of March 31, 2024, we had long-term borrowings, including the current installment, of $2,765.7 million, of which $988.4 million were at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount of $15.9 million as of March 31, 2024. Commitments from banks under our Senior Revolving Credit Facility and AR Facilities are additional sources of liquidity.
We have registered an undetermined amount of securities with the SEC, so that, from time-to-time we may issue debt securities, preferred stock and/or common stock and associated warrants in the public market under that registration statement.
Credit Ratings
We receive ratings from three independent credit rating agencies: Fitch Ratings (Fitch), Moody's Investor Service (Moody's) and Standard & Poor's (S&P). The following table summarizes our credit ratings as of March 31, 2024:
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Credit Ratings Long-term Rating Outlook
Fitch Ratings BBB- Stable
Moody’s Investors Service Ba1 Stable
Standard & Poor’s BB+ Positive
On March 14, 2024, Fitch affirmed Olin’s BBB- rating and stable outlook. On June 30, 2023, Moody’s affirmed Olin’s Ba1 rating and stable outlook. On April 4, 2023, S&P affirmed Olin’s BB+ rating and positive outlook.
Contractual Obligations
Purchasing commitments are utilized in our normal course of business for our projected needs. We have supply contracts with various third parties for certain raw materials including ethylene, electricity, propylene and benzene. These agreements are maintained through long-term cost based contracts that provide us with a reliable supply of key raw materials. There have been no material changes in our contractual obligations and commitments as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 other than those which occur in the ordinary course of business.
New Accounting Pronouncements
Discussion of new accounting pronouncements can be referred to under Item 1, within Note 2, “Recent Accounting Pronouncements.”
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk in the normal course of our business operations due to our purchases of certain commodities, our ongoing investing and financing activities and our operations that use foreign currencies. The risk of loss can be assessed from the perspective of adverse changes in fair values, cash flows and future earnings. We have established policies and procedures governing our management of market risks and the use of financial instruments to manage exposure to such risks.
Energy costs, including electricity and natural gas, and certain raw materials used in our production processes are subject to price volatility. Depending on market conditions, we may enter into futures contracts, forward contracts, commodity swaps and put and call option contracts in order to reduce the impact of commodity price fluctuations. As of March 31, 2024, we maintained open positions on commodity contracts with a notional value totaling $239.9 million ($191.0 million at December 31, 2023 and $220.6 million at March 31, 2023). Assuming a hypothetical 10% increase in commodity prices which are currently hedged, as of March 31, 2024, we would experience a $24.0 million ($19.1 million at December 31, 2023 and $22.1 million at March 31, 2023) increase in our cost of inventory purchased, which would be substantially offset by a corresponding increase in the value of related hedging instruments.
We transact business in various foreign currencies other than the USD which exposes us to movements in exchange rates which may impact revenue and expenses, assets and liabilities and cash flows. Our significant foreign currency exposure is denominated with European currencies, primarily the Euro, although exposures also exist in other currencies of Asia Pacific, Latin America, Middle East and Africa. For all derivative positions, we evaluated the effects of a 10% shift in exchange rates between those currencies and the USD, holding all other assumptions constant. Unfavorable currency movements of 10% would negatively affect the fair values of the derivatives held to hedge currency exposures by $32.2 million. These unfavorable changes would generally have been offset by favorable changes in the values of the underlying exposures.
We are exposed to changes in interest rates primarily as a result of our investing and financing activities. Our current debt structure is used to fund business operations, and commitments from banks under our Senior Revolving Credit Facility and AR Facilities are additional sources of liquidity. As of March 31, 2024, December 31, 2023 and March 31, 2023, we had long-term borrowings, including current installments and finance lease obligations, of $2,765.7 million, $2,670.1 million and $2,774.2 million, respectively, of which $988.4 million, $893.7 million and $998.7 million at March 31, 2024, December 31, 2023 and March 31, 2023, respectively, were issued at variable rates. Included within long-term borrowings on the condensed balance sheets were deferred debt issuance costs and unamortized bond original issue discount.
Assuming no changes in the $988.4 million of variable-rate debt levels from March 31, 2024, we estimate that a hypothetical change of 100-basis points in the secured overnight financing rate (SOFR) would impact annual interest expense by $9.9 million.
If the actual changes in commodities, foreign currency, or interest pricing is substantially different than expected, the net impact of commodity risk, foreign currency risk, or interest rate risk on our cash flow may be materially different than that disclosed above.
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We do not enter into any derivative financial instruments for speculative purposes.
Item 4. CONTROLS AND PROCEDURES
Our chief executive officer and our chief financial officer evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were effective to ensure that information Olin is required to disclose in the reports that it files or submits with the SEC under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and to ensure that information we are required to disclose in such reports is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q includes forward-looking statements. These statements relate to analyses and other information that are based on management’s beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this quarterly report on Form 10-Q that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.
We have used the words “anticipate,” “intend,” “may,” “expect,” “believe,” “should,” “plan,” “outlook,” “project,” “estimate,” “forecast,” “optimistic,” “target,” and variations of such words and similar expressions in this quarterly report to identify such forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s intent to repurchase, from time to time, the Company’s common stock. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. The payment of cash dividends is subject to the discretion of our Board of Directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial conditions, our capital requirements and other factors deemed relevant by our Board of Directors. In the future, our Board of Directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.
The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including without limitation the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023, and our Quarterly Reports on Form 10-Q and other reports furnished or filed with the SEC, include, but are not limited to, the following:
Business, Industry and Operational Risks
•sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us;
•declines in average selling prices for our products and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;
•unsuccessful execution of our strategic operating model, which prioritizes Electrochemical Unit (ECU) margins over sales volumes;
•failure to identify, attract, develop, retain and motivate qualified employees throughout the organization and ability to manage executive officer and other key senior management transitions;
•failure to control costs and inflation impacts or failure to achieve targeted cost reductions;
•our reliance on a limited number of suppliers for specified feedstock and services and our reliance on third-party transportation;
•the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;
•exposure to physical risks associated with climate-related events or increased severity and frequency of severe weather events;
•availability of and/or higher-than-expected costs of raw material, energy, transportation, and/or logistics;
•the failure or an interruption, including cyber-attacks, of our information technology systems;
•our inability to complete future acquisitions or joint venture transactions or successfully integrate them into our business;
•risks associated with our international sales and operations, including economic, political or regulatory changes;
•our indebtedness and debt service obligations;
•weak industry conditions affecting our ability to comply with the financial maintenance covenants in our senior credit facility;
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•adverse conditions in the credit and capital markets, limiting or preventing our ability to borrow or raise capital;
•the effects of any declines in global equity markets on asset values and any declines in interest rates or other significant assumptions used to value the liabilities in, and funding of, our pension plans;
•our long-range plan assumptions not being realized causing a non-cash impairment charge of long-lived assets;
Legal, Environmental and Regulatory Risks
•changes in, or failure to comply with, legislation or government regulations or policies, including changes regarding our ability to manufacture or use certain products and changes within the international markets in which we operate;
•new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities;
•unexpected outcomes from legal or regulatory claims and proceedings;
•costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;
•various risks associated with our Lake City U.S. Army Ammunition Plant contract and performance under other governmental contracts; and
•failure to effectively manage environmental, social and governance (ESG) issues and related regulations, including climate change and sustainability.
All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.

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Part II — OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Discussion of legal matters and contingencies can be referred to under Item 1, within Note 18, “Commitments and Contingencies.”
Item 1A. RISK FACTORS
Not Applicable.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)    Not Applicable.
(b)    Not Applicable.
(c)    Issuer Purchases of Equity Securities
Period
Total Number of Shares (or Units) Purchased(1)
 Average Price Paid per Share (or Unit)(2)
 Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs  
January 1-31, 2024 771,438  $ 51.87  771,438     
February 1-29, 2024 799,775  $ 51.56  799,775     
March 1-31, 2024 420,932  $ 56.52  420,932     
Total       $ 892,002,511 
(1)
(1)On July 28, 2022, our Board of Directors authorized a share repurchase program for the purchase of shares of common stock at an aggregate price of up to $2.0 billion (the 2022 Repurchase Authorization). This program will terminate upon the purchase of $2.0 billion of common stock. Through March 31, 2024, 21,227,136 shares of common stock had been repurchased and retired at a total value of $1,108.0 million and $892.0 million of common stock remained available for purchase under the 2022 Repurchase Authorization program.
(2)Average price paid per share includes transaction costs including commissions and fees paid to acquire the shares and excludes costs accrued associated with 1% excise tax on the fair market value of stock repurchases.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
Item 4. MINE SAFETY DISCLOSURES
Not Applicable.
Item 5. OTHER INFORMATION
(a)    Not Applicable.
(b)    Not Applicable.
(c)    During the three months ended March 31, 2024, no director or officer of Olin adopted, terminated or modified a ‘Rule 10b5-1 trading arrangement’ or ‘non-Rule 10b5-1 trading arrangement,’ as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. EXHIBITS
Exhibit Exhibit Description
10.1
10.2
31.1
31.2
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101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document)
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded in the Exhibit 101 Interactive Data Files)
* Previously filed as indicated and incorporated herein by reference.  Exhibits incorporated by reference are located in SEC file No. 1-1070 unless otherwise indicated.
† Indicated management contract or compensatory arrangement.


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SIGNATURES
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 thereunto duly authorized.

  OLIN CORPORATION
  (Registrant)
     
  By:
/s/ Todd A. Slater
  Senior Vice President and Chief Financial Officer
(Authorized Officer)

Date: April 26, 2024
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EX-10.1 2 oln-ex101_cicxseverancexpl.htm CIC SEVERANCE PLAN FOR OFFICERS Document
        Exhibit 10.1    
OLIN CORPORATION
CHANGE IN CONTROL SEVERANCE PLAN
FOR OFFICERS
(as adopted effective April 24, 2024)

ARTICLE I.
PURPOSE AND TERM OF THE PLAN

Section 1.01Purpose of the Plan. The general purpose of the Plan is to provide severance benefits to Olin’s officers and who experience a Qualifying Termination upon or within two years of any Change in Control as described more fully herein.
Section 1.02Term of the Plan. The Plan shall be effective as of the Effective Date. With respect to Participants hereunder, and excepting the Olin Corporation Severance Plan for Officers, the Plan shall supersede any plan, program or policy under which Olin provides severance benefits to any Participant, including, and without limitation, the Olin Corporation Change in Control Severance Plan for Section 16(b) Officers, as adopted effective January 27, 2019, which shall be of no force or effect following the Effective Date of this Plan. The Plan shall continue until terminated pursuant to Article VII of the Plan.

ARTICLE II.
DEFINITIONS

Section 2.01“Affiliate” shall mean 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.
Section 2.02“Annual Bonus Plan” shall mean Olin’s short-term annual incentive compensation plan, program or arrangement (as the same may be amended from time to time).
Section 2.03“Base Salary” shall mean, in the case of a Participant, such Participant’s monthly base salary in effect at the Participant’s Termination Date (without taking into account any reductions which may have occurred at or after the date of a Change in Control, if and as applicable to a Participant employed before and after a Change in Control).
Section 2.04“Board” shall mean the Board of Directors of Olin, or if applicable following a Change in Control, the board of directors (or similar governing body in the case of an entity other than a corporation) of the Parent Entity or, if there is no Parent Entity, the Surviving Entity.


Section 2.05“Cause” means (i) the willful and continued failure of a Participant to substantially perform the Participant’s duties (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or injury or any such actual or anticipated failure after the issuance of a notice of Qualifying Termination by the Participant in respect of any Good Reason Event); (ii) the willful engaging by the Participant in gross misconduct significantly and demonstrably financially injurious to Olin; (iii) a willful breach by the Participant of Olin’s Code of Conduct (or any successor or replacement code or policy); or (iv) willful misconduct by the Participant in the course of Participant’s employment which is a felony or fraud. No act or failure to act on the part of the Participant will be considered “willful” unless done or omitted not in good faith and without reasonable belief that the action or omission was in the interests of Olin or not opposed to the interests of Olin and unless the act or failure to act has not been cured by the Participant within 14 days after written notice to the Participant specifying the nature of such violations. Notwithstanding the foregoing, the Participant shall not be deemed to have been terminated for Cause without (A) reasonable written notice to Participant setting forth the reasons for Olin’s intention to terminate for Cause, (B) an opportunity for the Participant, together with the Participant’s counsel, to be heard before the Board and (C) delivery to the Participant of a notice of termination from the Board finding that, in the good faith opinion of 75% of the entire membership of the Board, the Participant was guilty of conduct described above and specifying the particulars thereof in detail.
Section 2.06“Change in Control” shall mean the occurrence of any one of the following events on or after the Effective Date:
(i)the Incumbent Directors cease for any reason to constitute at least a majority of the Board; or
(ii)any Person is or becomes a “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Olin representing 20% or more of the combined voting power of the Olin Voting Securities; provided, however, that the event described in this subsection (ii) shall not be deemed to be a Change in Control if such event results from any of the following: (A) the acquisition of Olin Voting Securities by Olin or any of its subsidiaries, (B) the acquisition of Olin Voting Securities directly from Olin; (C) the acquisition of Olin Voting Securities by any employee benefit plan (or related trust) sponsored or maintained by Olin or any of its subsidiaries, (D) the acquisition of Olin Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, (E) the acquisition of Olin Voting Securities pursuant to a Non-Qualifying Transaction (as defined in (iii) below), or (F) the acquisition of Olin Voting Securities by a Participant or any Group of Persons including the Participant (or any entity controlled by the Participant or any Group of Persons including the Participant); or
(iii)the consummation of a Reorganization or a Sale, unless immediately following such Reorganization or Sale: (1) more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity
2

other than a corporation) of (x) Olin (or, if Olin ceases to exist, the entity resulting from such Reorganization), or, in the case of a Sale, the entity which has acquired all or substantially all of the assets of Olin (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”), is represented by Olin Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) with ownership of such Olin Voting Securities (or, if applicable, shares into which or for which such Olin Voting Securities were converted or exchanged pursuant to such Reorganization or Sale) continuing in substantially the same proportions as the ownership of Olin Voting Securities immediately prior to consummation of such Reorganization or Sale (excluding any outstanding voting securities of the Surviving Entity or Parent Entity that are held immediately following the consummation of such Reorganization or Sale as a result of ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization or Sale other than Olin or any of its subsidiaries), (2) no Person (other than any employee benefit plan (or related trust) sponsored or maintained by Olin, the Surviving Entity, or the Parent Entity), is or becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the outstanding voting securities of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) and (3) at least a majority of the members of the Board following the consummation of the Reorganization or Sale were, at the time of the approval by the Board of the execution of the initial agreement providing for such Reorganization or Sale (or, in the absence of any such agreement, at the time of approval by the Board of such Reorganization or Sale), Incumbent Directors (any Reorganization or Sale which satisfies all of the criteria specified in (1), (2) and (3) above being deemed to be a “Non-Qualifying Transaction”); provided, however, that if, in connection with a Reorganization or Sale that would otherwise be considered a Change in Control pursuant to the Plan, (I) the immediately preceding clause (3) is satisfied, (II) at least seventy-five percent (75%) of the individuals who were executive officers (within the meaning of Rule 3b-7 under the Exchange Act) of Olin immediately prior to consummation of such Reorganization or Sale become executive officers of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) immediately following such Reorganization or Sale, and (III) the Incumbent Directors at the time of approval by the Board of such Reorganization or Sale determine in good faith that such individuals are expected to remain executive officers for a significant period of time following such Reorganization or Sale, then such directors shall be permitted to determine by at least a two-thirds vote that such Reorganization or Sale shall not constitute a Change in Control of Olin for purposes of the Plan; or
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(iv)the stockholders of Olin approve a plan of complete liquidation or dissolution of Olin.
Notwithstanding the foregoing, if any Person becomes the beneficial owner, directly or indirectly, of 20% or more of the combined voting power of Olin Voting Securities solely as a result of the acquisition of Olin Voting Securities by Olin which reduces the number of Olin Voting Securities outstanding, such increased amount shall be deemed not to result in a Change in Control; provided, however, that if such Person subsequently becomes the beneficial owner, directly or indirectly, of additional Olin Voting Securities that increases the percentage of outstanding Olin Voting Securities beneficially owned by such Person, a Change in Control of Olin shall then be deemed to occur.
Additionally, notwithstanding the foregoing, in the event that the Participant participates or agrees to participate by loan or equity investment (other than through ownership of less than 1% of publicly traded securities of another company) in a transaction which would result in an event described in clauses (i) or (ii) above, the Participant must promptly disclose such participation or agreement to Olin, and such transaction will not be considered a Change in Control with respect to such Participant for purposes of the Plan.
Section 2.07“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations thereunder.
Section 2.08“Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Section 2.09“Committee” shall mean the Compensation Committee of the Board or any successor committee. The Committee may delegate its authority under the Plan to an individual or another committee.
Section 2.10“Disability” shall mean that a Participant is “disabled” (or such other similar term) within the meaning of Olin’s then current long-term disability plan, which shall be deemed to the case if the Participant meets the requirements for commencement of disability benefits under such long-term disability plan; provided, however, if Olin does not maintain a long-term disability plan at such applicable time, “Disability” shall be deemed to exist if the Participant meets the requirements for disability benefits under the Social Security law then in effect.
Section 2.11“Effective Date” shall mean April 24, 2024.
Section 2.12“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.
Section 2.13“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the regulations thereunder.
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Section 2.14“Executive CIC Severance” shall mean, in the case of a Participant’s Qualifying Termination, the Participant’s applicable Severance Multiple times the sum of (i) twelve months of the Participant’s Base Salary, plus (ii) the Participant’s Target Bonus.
Section 2.15“Good Reason Event” shall mean:
(i)Olin (A) requires the Participant to relocate the Participant’s principal place of employment by more than fifty (50) miles from the location in effect immediately prior to the Change in Control and such relocation increases the commuting distance, on a daily basis, between the Participant’s residence at the time of relocation and principal place of employment; or (B) requires the Participant to travel on business to a substantially greater extent than, and inconsistent with, the Participant’s travel requirements prior to the Change in Control (taking into account the number and/or duration (both with respect to airtime and overall time away from the Participant’s residence) of such travel trips following the Change in Control as compared to a comparable period prior to the Change in Control); or
(ii)Olin reduces the Participant’s base salary as in effect immediately prior to the Change in Control; or
(iii)Olin fails to continue the Participant’s participation in Olin’s incentive compensation plans (including, without limitation, short-term and long-term cash and stock incentive compensation) on substantially the same basis, both in terms of (1) the amount of the benefits provided (other than due to Olin’s or a relevant operation’s or business unit’s financial or stock price performance; provided that such performance is a relevant criterion under such plan) and (2) the level of the Participant’s participation relative to other participants as exists immediately prior to the Change in Control; provided that with respect to annual and long-term incentive compensation plans, the basis with which the amount of benefits and level of participation of the Participant shall be compared shall be the average benefit opportunity awarded to the Participant under the relevant plan during the three completed fiscal years immediately preceding the fiscal year in which the Termination Date occurs (or if the Participant has not been employed by Olin for such three fiscal years, the average benefit awarded to the Participant under the relevant plan during the shorter period of fiscal years during which the Participant was employed by Olin); or
(iv)Olin fails to substantially maintain its health, welfare and retirement benefit plans as in effect immediately prior to the Change in Control, unless arrangements (embodied in an on-going substitute or alternative plan) are then in effect to provide benefits that are substantially similar to those in effect immediately prior to the Change in Control; or
(v)(A) the Participant is assigned any duties inconsistent in any adverse respect with the Participant’s position (including status, offices, titles and reporting lines), authority, duties or responsibilities immediately prior to the Change in Control or
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(B) Olin takes any action that results in a diminution in such position (including status, offices, titles and reporting lines), authority, duties or responsibilities or in a substantial reduction in any of the resources available to carry out any of the Participant’s authorities, duties or responsibilities from those resources available immediately prior to the Change in Control.
Section 2.16“Group” shall mean Persons acting together for the purpose of acquiring Olin stock and includes owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Olin. If a Person owns stock in both Olin and another corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such Person is considered to be part of a Group only with respect to ownership prior to the merger or other transaction giving rise to the change and not with respect to the ownership interest in the other corporation. Persons will not be considered to be acting as a Group solely because they purchase assets of the same corporation at the same time, or as a result of the same public offering.
Section 2.17“Incumbent Directors” shall mean those individuals who, on the Effective Date, constitute the Board; provided that any person becoming a director subsequent to the Effective Date, whose election or nomination for election was approved by a vote of at least two-thirds of the directors who were, as of the date of such approval, Incumbent Directors, shall be an Incumbent Director; provided, however, that no individual initially appointed, elected or nominated as a director of Olin pursuant to an actual or threatened election contest with respect to directors or pursuant to any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.
Section 2.18“Olin” or “Company” shall mean Olin Corporation, any successor entity, and any successor to its business and/or assets as set forth in Section 10.05 that assumes and agrees to perform the Plan by operation of law, or otherwise. Unless it is otherwise clear from the context, the term “Olin” or “Company” shall generally include its subsidiaries and affiliates.
Section 2.19“Olin Voting Securities” shall mean Olin’s then outstanding securities eligible to vote for the election of the Board.
Section 2.20“Parent Entity” has the meaning set forth under the definition of Change in Control.
Section 2.21“Participant” shall mean any (i) officer of the Company who is subject to the reporting rules under Section 16 of the Exchange Act, or (ii) other officer of the Company appointed by the Board or the Chief Executive Officer who is not subject to the reporting rules under Section 16 of the Exchange Act but has been designated by the Company’s Chief Executive Officer to be eligible for the benefits under this Plan, and, in each case, who executes the acknowledgment required under Section 5.07. If such officer ceases to meet the eligibility criteria described in the preceding sentence prior to any Qualifying Termination, such officer shall cease to be a Participant under the Plan; provided, however, no such cessation of Plan participation for any Participant shall be permitted after any Change in Control.
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Section 2.22“Person” shall have 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.
Section 2.23“Plan” shall mean this Olin Corporation Change in Control Severance Plan for Officers as set forth herein, and as the same may from time to time be amended.
Section 2.24“Plan Administrator” shall mean the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Vice President, Human Resources (or the equivalent). Notwithstanding the preceding sentence, in the event the Plan Administrator is entitled to Severance Benefits under the Plan, the Committee or its delegate shall act as the Plan Administrator for purposes of administering the terms of the Plan with respect to the Plan Administrator. The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).
Section 2.25“Qualifying Termination” shall, subject to the below, mean:
(i)the Participant is discharged by Olin, upon or within two years following a Change in Control, other than for Cause and other than due to the Participant’s death or Disability; or
(ii)the Participant terminates Participant’s employment with Olin (A) upon or within two years following a Change in Control and (B) due to a Good Reason Event.
Notwithstanding clause (ii) above, a Participant will not be entitled to terminate employment and receive Severance Benefits under the Plan as the result of such clause unless, within 90 days following the occurrence of the Good Reason Event, the Participant provides written notice to Olin of the occurrence of such Good Reason Event, which written notice sets forth the exact nature of the Good Reason Event and the conduct required to cure such Good Reason Event. Olin will have 30 days from the receipt of such written notice within which to cure; provided that such 30-day period to cure shall terminate in the event that Olin informs the Participant that it does not intend to cure such Good Reason Event (such period, whether 30 days or less, the “Cure Period”). If, during the Cure Period, such Good Reason Event is remedied, then the Participant will not be permitted to terminate employment under clause (ii) above and receive Severance Benefits under the Plan as a result of such Good Reason Event. If, at the end of the Cure Period, the Good Reason Event has not been remedied, the Participant will be entitled to terminate employment as a result of such Good Reason Event during the 45-day period that follows the end of the Cure Period. If the Participant terminates employment during such 45-day period, so long as the Participant delivered the written notice to Olin of the occurrence of the Good Reason Event at any time prior to the two year anniversary of the Change in Control, for purposes of the Severance Benefits under the Plan, the termination of the Participant’s employment pursuant thereto shall be deemed to have occurred prior to such anniversary. If the Participant does not terminate employment during such 45-day period, the Participant will not be permitted to terminate employment under clause (ii) above and receive Severance Benefits under the Plan as a result of such Good Reason Event.
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For the avoidance of doubt, any voluntary termination of employment by a Participant shall not constitute a Qualifying Termination except as specifically provided in clause (ii) above and subject to the preceding paragraph.
Section 2.26“Reorganization” shall mean a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (i) Olin or (ii) any of its subsidiaries pursuant to which, in the case of this clause (ii), Olin Voting Securities are issued or issuable.
Section 2.27“Sale” (when the term is capitalized) shall mean the sale or other disposition of all or substantially all of the assets of Olin to an entity that is not an Affiliate of Olin.
Section 2.28“Restriction Period” shall mean, in the case of a Participant, the applicable Severance Period as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.29“Section 409A” shall mean Section 409A of the Code.
Section 2.30“Separation and General Release Agreement” shall mean a written agreement in the form prescribed by the Company which provides for (i) a general release of claims by the Participant in favor of the Company, its current and former subsidiaries, affiliates, and shareholders, its current and former officers, directors, and employees, and other applicable Company parties, plans or entities, and (ii) the Participant’s obligations under the restrictive covenant provisions contained in Article V.
Section 2.31“Separation from Service Date” shall mean, in the case of a Participant, the date of the Participant’s “separation from service” within the meaning of Section 409A and determined in accordance with the regulations promulgated under Section 409A.
Section 2.32“Severance Benefits” shall mean the payments and benefits that a Participant is eligible to receive pursuant to Section 4.02 of the Plan (subject to other applicable provisions of the Plan).
Section 2.33“Severance Multiple” shall mean, in the case of a Participant, the applicable numerical factor as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.34“Severance Period” shall mean, in the case of a Participant, the applicable period of time as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.35“Specified Employee” shall mean a “specified employee” within the meaning of Section 409A, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.
Section 2.36“Surviving Entity” has the meaning set forth under the definition of Change in Control.
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Section 2.37“Target Bonus” shall mean the target incentive award opportunity established for the Participant under the Annual Bonus Plan for the calendar year in which the Termination Date occurs. In the event a Participant’s Termination Date occurs prior to the establishment of the Participant’s target incentive award opportunity for such calendar year, the Target Bonus shall be deemed to be the target incentive award opportunity established for the Participant under the Annual Bonus Plan in the immediately preceding calendar year.
Section 2.38“Termination Date” shall mean the date as of which the active employment of the Participant with the Company is severed.

ARTICLE III.
ELIGIBILITY FOR BENEFITS

Section 3.01Eligibility. Each Participant in the Plan who incurs a Qualifying Termination and who satisfies the conditions of Section 3.02 shall be eligible to receive the applicable Severance Benefits described in the Plan, except that any such Participant who is a party to an employment agreement or change in control agreement (or similar agreement) with the Company pursuant to which such Participant is entitled to severance benefits upon or after a Change in Control (or such similar term used in such agreement) shall not be eligible to receive the Severance Benefits described in the Plan. As a condition of participating in the Plan, each individual must expressly agree that the Plan supersedes all prior employment agreements or change in control agreements (or similar agreements) and sets forth the entire severance benefit upon or after a Change in Control to which he or she is entitled to while a Participant.
Section 3.02Conditions.
(a)Eligibility for any Severance Benefits is expressly conditioned on (i) execution by the Participant of the Separation and General Release Agreement, and lapsing of the revocation period for the Separation and General Release Agreement, within 60 days after the Participant’s Termination Date (the “Release Period”) and (ii) compliance by the Participant with all the material terms and conditions of such Separation and General Release Agreement. If the Participant has not fully complied with any of the applicable terms of the Plan and/or the Separation and General Release Agreement, the Plan Administrator may deny unpaid Severance Benefits or discontinue the payment of the Participant’s Severance Benefits and may require the Participant, by providing at least 10 days’ prior written notice of such repayment obligation to the Participant during which period the Participant may cure such failure to comply (if capable of being cured), and if not so cured, the Participant shall be obligated to repay any portion of the Severance Benefits already received under the Plan. If the Plan Administrator notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent. Any remedy under this subsection (a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have.
(b)The Plan Administrator shall determine a Participant’s eligibility to receive Severance Benefits in its reasonable discretion.
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ARTICLE IV.
DETERMINATION OF BENEFITS
Section 4.01Benefits Upon Any Termination of Employment. In the event of any termination of employment, regardless of whether the Participant is eligible for benefits under the Plan, and subject to other provisions of the Plan, the Company shall pay or provide to the Participant the following: (a) all earned but unpaid base salary through the Termination Date which shall be payable in accordance with the Company’s normal payroll practices, (b) any accrued and unused vacation which shall be payable in accordance with the Company’s regular vacation policy, and (c) to the extent vested and payable as provided in each applicable plan, any other payments or benefits pursuant to any other compensation or benefit plans, programs or arrangement not described herein. For avoidance of doubt, the Participant shall accrue no vacation after the Participant’s Termination Date.
Section 4.02Severance Benefits. Subject to the other provisions of the Plan (including, without limitation, Sections 3.02, 4.03 and 10.04), in the event of a Participant’s Qualifying Termination, the Severance Benefits to be provided to such Participant shall be determined under the following provisions of this Section 4.02.
(a)Severance. In the event of a Participant’s Qualifying Termination, Olin will pay the Participant a lump sum in an amount equal to the Participant’s Executive CIC Severance on the 60th day after the Participant’s Termination Date.
(b)Health Plan Continuation. For the period of the applicable Severance Period from the Participant’s Termination Date, the Participant (and Participant’s covered dependents) will be eligible to continue to receive coverage on the same basis as a similarly situated active employee under all Olin medical, dental and life insurance plans to the extent the Participant was receiving such coverage immediately prior to the Qualifying Termination (provided that the Participant makes the applicable premium payments required by similarly situated active employees generally for such coverage). The Participant’s eligibility (if any) for continuation coverage under COBRA would commence at the end of the period during which insurance coverage is provided under the preceding sentence without offset for coverage provided thereunder. For avoidance of doubt, the cost of any continuation coverage under COBRA will be the same as charged to other similarly situated terminated employees.
At the end of the period for insurance coverage provided in accordance with the first sentence of the paragraph above, if the Participant at such time has satisfied the eligibility requirements to participate in Olin’s post-retirement medical plan, the Participant shall be entitled to continue in Olin’s post-retirement medical coverage (including dependent coverage) on the same basis as a similarly situated retired employee until the Participant reaches age 65 (provided that the Participant makes the applicable premium payments required by similarly situated retired employees generally for such coverage); provided that if the Participant obtains other employment which offers medical coverage to the Participant, the Participant shall notify Olin and shall enroll in such medical coverage, and the Participant and Participant’s dependents shall not be eligible for Olin’s post-retirement medical coverage so long as such employer provides the Participant with such coverage.
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Olin shall not reduce or diminish the insurance coverage or benefits which are provided to the Participant under the above two paragraphs during the period the Participant is entitled to such coverage (subject to the above provisos in such paragraphs).
(c)Outplacement. The Participant will be entitled at Olin’s expense to outplacement counseling and associated services in accordance with Olin’s customary practice at the time (or, if more favorable to the Participant, in accordance with such practice immediately prior to the Change in Control), with respect to its senior executives who have been terminated other than for Cause. Such counseling and services contemplated by this Section 4.02(c) are intended to facilitate the obtaining by the Participant of other employment following a Qualifying Termination, and payments or benefits by Olin in lieu thereof will not be available to the Participant. The outplacement services will be provided for a period of 12 months beginning on the 60th day after the Participant’s Termination Date.
(d)Current Year Bonus. If the Participant’s Qualifying Termination occurs during or after the second calendar quarter of the calendar year of the Qualifying Termination, the Participant shall be paid a prorated Annual Bonus Plan award for such calendar year which shall be determined by multiplying the Participant’s Target Bonus by a fraction, the numerator of which is the number of full weeks in the calendar year prior to the Qualifying Termination and the denominator of which is 52. Such prorated Annual Bonus Plan award shall be paid in a lump sum on the 60th day after the Participant’s Termination Date.
For avoidance of doubt, (i) no prorated Annual Bonus Plan award for the calendar year of the Qualifying Termination shall be payable if the Participant’s Qualifying Termination occurs during the first calendar quarter of such calendar year, (ii) payment, if any, of the Annual Bonus Plan award for the calendar year preceding the calendar year of the Qualifying Termination shall be determined in accordance with the terms of the applicable Annual Bonus Plan, and (iii) nothing herein shall be construed as providing that the Participant shall accrue any Annual Bonus Plan award following the Participant’s Termination Date.
Section 4.03Reduction in Severance Benefits due to Code Section 280G.
(a)Notwithstanding anything in this Agreement to the contrary, in the event that any payments or benefits that could be paid, provided or delivered under the Plan would, when combined with all other payments or benefits that could be paid, provided or delivered to the Participant by Olin, any successor or any of their respective affiliates, are considered “parachute payments” (as defined in Code Section 280G) (such payments and benefits, the “Parachute Payments”), then the aggregate amount of Parachute Payments to which the Participant will be entitled shall equal the amount which produces the greatest after-tax benefit (taking into account applicable federal, state and local income taxes) to the Participant after taking into account any excise tax payable by the Participant under Section 4999 of the Code (the “Excise Tax”). For the avoidance of doubt, this Section 4.03 will reduce the amount of Parachute Payments otherwise payable to the Participant, only if doing so would place the Participant in a better net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable in respect of such Parachute Payments). In such event, Olin shall reduce or eliminate the Parachute Payments by first reducing or eliminating the portion of the Parachute Payments that are payable in cash and then by reducing or eliminating the non-cash portion of the Parachute Payments, in each case, in reverse order beginning with payments or benefits which are to be paid the furthest in the future; provided, however, that for purposes of the foregoing sequence, any amounts that are payable with respect to equity-based or equity-related awards (whether payable in cash or in kind) shall be deemed to be a non-cash portion of the Parachute Payments. All determinations to be made hereunder shall be made, at Olin’s expense, by a nationally recognized certified public accounting firm (the “Accounting Firm”) selected by Olin. To the extent that, based on the Accounting Firm’s determination, the Parachute Payments are required to be reduced or eliminated, Olin shall provide the Participant with prior written notice of any such reduction or elimination and shall, upon a written request made by the Participant within five days of receiving such notification, provide the Participant and the Participant’s tax advisors with the opportunity to review the calculations prepared by the Accounting Firm and discuss such calculations with Olin.
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(b)For purposes of determining the amounts compared in Section 4(a) above, the Participant shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Parachute Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Participant’s residence in the calendar year in which the Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.
Section 4.04Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if a Participant has engaged in conduct that constitutes Cause at any time prior to the Participant’s Termination Date (whether determined before or after such date), the Plan Administrator may by written notice to the Participant determine that any Severance Benefit payable to the Participant under Section 4.02 of the Plan shall immediately cease, and that the Participant shall be required to return any Severance Benefits paid to the Participant prior to such determination. The Company may withhold paying Severance Benefits under the Plan pending resolution of a good faith inquiry that could lead to a finding resulting in Cause (as determined in accordance with Section 2.05).
Section 4.05Other Arrangements.
(a)The provisions of the Plan may provide for payments to the Participant under certain compensation or bonus plans or arrangements under circumstances where such plans or arrangements would not provide for payment thereof. It is the specific intention of the Company that the provisions of the Plan shall supersede any provisions to the contrary in such plans, to the extent permitted by applicable law, and such plans shall be deemed to have been amended to correspond with the Plan without further action by the Company.
(b)The Plan and the Severance Benefits provided pursuant to the Plan are being made available on a voluntary basis by the Company and are not required by any legal obligation. Severance Benefits provided under the Plan are at the discretion of the Company and nothing in the Plan shall give, or be construed to give, any Participant the vested right to any payments or benefits under the Plan.
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(c)Severance Benefits under the Plan are not intended to duplicate other payments or benefits, and nothing above shall be construed as resulting in the duplications of benefits or payments that would otherwise be provided under Section 4.01.
(d)Any Severance Benefit under the Plan may be in lieu of any severance pay, notice period or benefits required or provided under any federal, state, or local law or ordinance. The Plan Administrator shall determine how to apply this provision, and may override other provisions of the Plan in doing so.
(e)Except as otherwise specifically provided in the Plan, no Participant shall be entitled to any cash payments or other severance benefits under any of the Company’s then current severance pay policies for a termination that is covered by the Plan for the Participant.
(f)For avoidance of doubt, a Participant shall not be eligible to receive severance benefits under both the Plan and the Olin Corporation Severance Plan for Officers.
Section 4.06Termination of Eligibility for Benefits. A Participant shall cease to be eligible to participate in the Plan, and all Severance Benefit payments shall cease upon the occurrence of the earlier of:
(a)subject to Article VII, applicable termination or amendment of the Plan; or
(b)completion of payment to the Participant of the Severance Benefits for which the Participant is eligible under the Plan; or
(c)upon reemployment by the Participant with the Company.

ARTICLE V.
CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT
Section 5.01Confidential Information.
(a)The Participant agrees (whether or not the Participant is subject to the restrictions set forth in Sections 5.02 and 5.03) not to disclose, during the term of his or her employment with the Company or at any time thereafter, to any person not employed by Olin, or not engaged to render services to Olin, any confidential information obtained by the Participant while in the employ of Olin, including, without limitation, trade secrets, know-how, improvements, discoveries, designs, customer and supplier lists, business plans and strategies, forecasts, budgets, cost information, formulae, processes, manufacturing equipment, compositions, computer programs, data bases and tapes and films relating to the business of Olin and its subsidiaries and affiliates (including majority-owned companies of such subsidiaries and affiliates); provided, however, that this provision shall not preclude the Participant from disclosing information (i) known generally to the public (other than pursuant to the Participant’s act or omission) or (ii) to the extent required by law or court order.
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(b)The Participant also agrees that upon leaving Olin’s employ, the Participant will not take with the Participant, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, specification or other document of Olin, its subsidiaries or affiliates, which is of a confidential nature relating to Olin, its subsidiaries or affiliates, including, without limitation, relating to its or their methods of distribution, or any description of any formulae or secret processes.
(c)The Participant also agrees to comply with any other agreement with or obligation to Olin for the protection of Olin’s confidential information, intellectual property and proprietary information.
(d)The Participant agrees that he or she will retain his or her fiduciary responsibilities to Olin after the Participant’s termination of employment to the extent provided by law. In addition, the Participant agrees to continue to abide by applicable provisions of the principles and guidelines set forth in Olin’s Code of Conduct (or any successor or replacement code or policy).
(e)The above restrictions shall apply to the Participant regardless of whether the Participant experiences a Qualifying Termination or receives Severance Benefits under the Plan.
(f)Notwithstanding the foregoing, nothing in the Plan shall prevent the Participant from exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended). Furthermore, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state or local governmental official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (y) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. A Participant who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
Section 5.02Non-Competition & Non-Solicitation. The Participant agrees that, during the term of his or her employment with the Company, and in the event of the Participant’s Qualifying Termination, thereafter during the Restriction Period, he or she, will not directly or indirectly:
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(i)render services for any corporation, partnership, sole proprietorship or any other person or entity or engage in any business which, in the reasonable judgment of Olin, is or becomes competitive with Olin or any affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any affiliate (such judgment to be based on the Participant’s positions and responsibilities while employed by Olin or an affiliate, the Participant’s post-employment responsibilities and position with such corporation, partnership, sole proprietorship, person, entity or business, the extent of past, current and potential competition or conflict between Olin or an affiliate and such other corporation, partnership, sole proprietorship, person, entity or business, the effect on customers, suppliers and competitors of the Participant’s assuming such post-employment position, the guidelines established in the then-current edition of Olin’s Code of Conduct, and such other considerations as are deemed relevant given the applicable facts and circumstances), provided that the Participant shall be free to purchase as an investment or otherwise, stock or other securities of such corporation, partnership, sole proprietorship, person, entity or business so long as they are listed upon a recognized securities exchange or traded over the counter and such investment does not represent a substantial investment to the Participant or a greater than 1% equity interest in such corporation, partnership, sole proprietorship, person, entity or business; or
(ii)for the Participant or for any other person, corporation, partnership, sole proprietorship, entity or business: (A) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of Olin, unless such employee or former employee has not been employed by Olin for a period in excess of six months; (B) call on or solicit any of the actual or targeted prospective customers of Olin on behalf of any corporation, partnership, sole proprietorship, person, entity or business in connection with any business competitive with the business of Olin; or (C) make known the names and addresses of such customers or any information relating in any manner to Olin’s trade or business relationships with such customers.
Notwithstanding anything in the Plan to the contrary and for the avoidance of doubt, references in this Section 5.02 to “Olin” shall be deemed to refer to Olin and its subsidiaries and affiliates prior to a Change in Control (if and as applicable).
Section 5.03Non-Disparagement and Legal Cooperation. The Participant agrees that in the event of the Participant’s Qualifying Termination, during the Restriction Period and at any time thereafter, the Participant shall not make, or assist, encourage, discuss, cooperate, incite, or otherwise confer with or aid any others in making, any statement that intentionally disparages Olin, its business, services or products, or any of Olin’s respective officers, directors, employees, advisors, or reputations unless, in each case, in the context of a legal process (including without limitation, litigation between Olin and the Participant), required governmental testimony or filings, any administrative or arbitral proceedings (including, without limitation, arbitration between Olin and the Participant) or as otherwise required by law. Notwithstanding the foregoing and subject to Section 5.01, in no event shall the Participant be prohibited from making truthful statements in response to questions from a prospective future employer.
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The Participant agrees that in the event of the Participant’s Qualifying Termination, during the Restriction Period, the Participant will reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that occurred while the Participant was employed by the Company and of which the Participant has relevant knowledge. The Participant’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the Company, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested, and at the Board’s reasonable request responding to any inquiries about the particular matter. The Participant further agrees to reasonably and truthfully cooperate with the Company in connection with any investigation or review by any federal, state or local regulatory authority relating to events or occurrences that transpired while the Participant was employed with the Company and of which the Participant has relevant knowledge. The Company shall promptly pay (or promptly reimburse) the Participant (a) for any and all reasonable out-of-pocket expenses incurred by the Participant in connection with such cooperation, and (b) a reasonable hourly rate determined by the Company to the Participant for all time provided pursuant to this paragraph in excess of 50 hours.
Section 5.04Reasonableness. The Participant agrees that (i) the restrictive covenants contained in this Article V are reasonably necessary to protect the legitimate business interests of Olin, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind, (ii) the Participant’s full, uninhibited and faithful observance of each of the covenants contained in this Article V will not cause the Participant any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair the Participant’s ability to obtain employment commensurate with the Participant’s abilities and on terms fully acceptable to the Participant or otherwise to obtain income required for the comfortable support of the Participant and the Participant’s family and the satisfaction of the needs of the Participant’s creditors, and (iii) the restrictions contained in this Article V are intended to be, and shall be, for the benefit of and shall be enforceable by, Olin and Olin’s successors and permitted assigns.
Section 5.05Equitable Relief.
(a)The Participant acknowledges and agrees that any violation of the provisions of this Article V would cause Olin irreparable damage and that if the Participant breaches or threatens to breach such provisions, Olin shall be entitled, in addition to any other rights and remedies Olin may have at law or in equity, to obtain specific performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof of actual damages and without being required to post bond.
(b)In the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of the Plan (whether in whole or in part) is void or constitutes an unreasonable restriction against the Participant, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such arbitrator or court may determine constitutes a reasonable restriction under the circumstances.
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(c)The Participant and the Company irrevocably and unconditionally (i) agree that any suit, action or other legal proceeding arising out of this Article V or any other provision of the Plan, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court whose jurisdiction includes Clayton, Missouri, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Missouri, (ii) consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waive any objection which Participant may have to the laying of venue of any such suit, action or proceeding in any such court.
Section 5.06Survival of Provisions. The obligations contained in this Article V shall survive the termination of Participant’s employment with the Company for any reason (or termination of the Plan), and shall be fully enforceable thereafter.
Section 5.07Acknowledgment. The Plan Administrator shall require, as a condition to a Participant’s participation in the Plan, that such Participant enter into a written acknowledgment of the terms of this Article V (and such other provisions of the Plan as the Plan Administrator determines appropriate), in such form as the Plan Administrator shall determine appropriate from time to time.
ARTICLE VI.
THE PLAN ADMINISTRATOR
Section 6.01Authority and Duties. It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and Committee, to properly administer the Plan. The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, to supply omissions, and to make all other determinations deemed necessary or advisable for the Plan. The Plan Administrator shall have the reasonable discretion to make decisions and take actions with respect to questions arising in connection with the Plan, including but not limited to the determination of questions of eligibility and participation, and the amount, manner and timing of benefits. All decisions, actions and interpretations of the Plan Administrator shall be final and binding upon Participants. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan. Any decisions, actions or interpretations to be made under the Plan by the Plan Administrator need not be uniformly applied to similarly situated individuals. All decisions, actions and interpretations of the Plan Administrator shall be reviewed de novo by the arbitrator under Section 9.04 hereof and by a court of competent jurisdiction entering the award of such arbitrator (or otherwise making a determination on a Plan matter), in each case to the maximum extent permitted by applicable law.
Section 6.02Compensation of the Plan Administrator. The Plan Administrator shall receive no compensation for services as such. However, all reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation.
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The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.
Section 6.03Records, Reporting and Disclosure. The Plan Administrator and/or Company shall keep a copy of all records relating to the payment of Severance Benefits to Participants and former Participants and all other records necessary for the proper operation of the Plan. All Plan records shall be made available to the Committee and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to such examining Participant and to the Plan. The Plan Administrator and/or Company shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder.

ARTICLE VII.
AMENDMENT, TERMINATION AND DURATION
Section 7.01Amendment, Suspension and Termination.
(a)Except as provided below, Olin, by action of the Board or Committee, reserves the right to amend the Plan, in whole or in part, or to discontinue or terminate the Plan, at any time in its sole discretion. Such Plan amendments may include, but are not limited to, elimination or reduction in the Severance Benefits provided to a Participant and may be retroactive or prospective in nature.
(b)Notwithstanding Section 7.01(a), no amendment, discontinuance or termination, however, may adversely affect the rights of any Participant without his or her written consent if such person (i) is then receiving Severance Benefits under the Plan, or (ii) is entitled to receive Severance Benefits under the Plan on account of a prior Qualifying Termination. In addition to the foregoing, with respect to a Participant who was a Participant in the Plan on the day prior to a Change in Control, for a period of two years following the Change in Control, the Plan may not be discontinued or terminated or amended in such a manner that decreases the Severance Benefits payable to any such Participant or that makes any provision less favorable for such Participant.
(c)Notwithstanding the above limitations, the Plan may be amended at any time (and such amendment will be given affect) if such amendment is required to bring the Plan into compliance with applicable law, including but not limited to Section 409A.
Section 7.02Duration. The Plan shall continue in full force and effect until termination of the Plan pursuant to Section 7.01.

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ARTICLE VIII.
DUTIES OF THE COMPANY
Section 8.01Records. The Company thereof shall supply to the Plan Administrator, as the case may be, all records and information necessary to the performance of the Plan Administrator’s duties.
Section 8.02Payment. Payments of Severance Benefits to Participants shall be made by the Company in such amount as determined by the Plan Administrator in its reasonable discretion, from the Company’s general assets or from a supplemental unemployment benefits trust, as directed by the Plan Administrator.

ARTICLE IX.
CLAIMS PROCEDURES
Section 9.01Claim. Each Participant under the Plan may contest the administration of the Severance Benefits awarded by completing and filing with the Plan Administrator a written request for review in the manner specified by the Plan Administrator. No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Article IX are exhausted and a final determination is made by the Plan Administrator. No person may bring legal action, including a lawsuit, either in law or equity, more than one year after a final decision is rendered on a claim. In order to raise an issue in any legal action related to the claim, such person must have clearly raised such issue during the claims and appeals procedure described herein.
Section 9.02Initial Claim. Before the date on which payment of a Severance Benefit occurs, any claim relating to the administration of such Severance Benefit must be supported by such information as the Plan Administrator deems relevant and appropriate. In the event that any such claim is denied in whole or in part, the terminated Participant or his or her beneficiary (“Claimant”) whose claim has been so denied shall be notified of such denial in writing by the Plan Administrator within ninety (90) days after the receipt of the claim for benefits. This period may be extended an additional ninety (90) days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the Claimant prior to the end of the initial ninety (90) day period. The notice advising of the denial shall (i) specify the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) describe any additional material or information necessary for the Claimant to perfect the claim (explaining why such material or information is needed), and (iv) describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
Section 9.03Appeals of Denied Administrative Claims. All appeals shall be made by the following procedure:
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(a)A Claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within sixty (60) calendar days of notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.
(b)The Plan Administrator shall consider the merits of the Claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Plan Administrator shall deem relevant.
(c)The Plan Administrator shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefor. The determination shall be made to the Claimant within sixty (60) days of the Claimant’s request for review, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. In such case, Plan Administrator shall notify the Claimant of the need for an extension of time to render its decision prior to the end of the initial sixty (60) day period, and the Plan Administrator shall have an additional sixty (60) day period to make its determination. If the determination is adverse to the Claimant, the notice shall (i) provide the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s claim for benefits, and (iv) state that the Claimant has the right to bring an action under Section 502(a) of ERISA.
Section 9.04Arbitration; Expenses. In the event of any dispute under the provisions of the Plan, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall have the dispute, controversy or claim settled by arbitration at Olin’s corporate headquarters in accordance with the rules of the American Arbitration Association then in effect (and subject to the last sentence of Section 6.01 to the extent permitted by applicable law). Any award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any provision of the Plan or to award a remedy for a dispute involving the Plan other than a benefit or payment specifically provided under or by virtue of the Plan. Olin shall pay all reasonable legal fees and expenses, as they become due, which a Participant may incur in connection with the Plan through arbitration, court or otherwise unless the arbitrator or court determines that the Participant had no reasonable basis for the Participant’s claim or was acting in bad faith; provided that legal fees and expenses payable hereunder shall include legal fees and expenses incurred by the Participant in defending against an alleged breach of the restrictive covenants set forth in Article V of the Plan, unless Olin is able to establish that the Participant was acting in bad faith and that such restrictive covenants were in fact breached. Should Olin dispute the entitlement of the Participant to such fees and expenses, the burden of proof shall be on Olin to establish that the Participant had no reasonable basis for the Participant’s claim or was acting in bad faith.
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If any payment which is due to the Participant hereunder has not been paid within thirty (30) days of the date on which such payment was due, the Participant shall be entitled to receive interest thereon from the due date until paid at an annual rate of interest equal to the Prime Rate reported in the Wall Street Journal, Northeast Edition, on the last business day of the month preceding the due date, compounded annually.

ARTICLE X.
MISCELLANEOUS
Section 10.01Nonalienation of Benefits. None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor of any Participant, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, plead, encumber or assign any of the benefits or payments that he or she may expect to receive, contingently or otherwise, under the Plan, except for the designation of a beneficiary as contemplated in Section 10.02.
Section 10.02Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his or her death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Plan Administrator, and will be effective only when filed by the Participant in writing with the Plan Administrator during his lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to or exercised by the Participant’s surviving spouse, if any, or otherwise to or by his or her estate.
Section 10.03Notices. All notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service. In the case of the Participant, mailed notices shall be addressed to him or her at his or her most recent address as shown on the books and records of the Company. In the case of the Company, mailed notices shall be addressed to Olin’s corporate headquarters in Clayton, Missouri to the Plan Administrator, with copies to both the Corporate Secretary and the General Counsel of the Company.
Section 10.04Tax Items – Withholding, Code Section 409A and 105(h) Compliance.
(a)Any Severance Benefits provided under the Plan shall be subject to applicable withholding obligations in an amount sufficient to satisfy U.S. or foreign federal, provincial, state and local or other applicable withholding tax requirements.
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(b)The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A. The Plan (and any payments) may be amended (in accordance with Article VII of the Plan) in any respect deemed necessary or desirable (including retroactively) by the Company with the intent to preserve exemption from or compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Plan payments. Neither the Company nor the Plan Administrator shall have any liability to any person in the event such Section 409A applies to any payments or benefits hereunder in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries. A Participant (or his beneficiary, as applicable) is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such person in connection with the Plan (including any taxes and penalties under Section 409A), and neither the Company nor the Plan Administrator shall have any obligation to indemnify or otherwise hold such person harmless from any or all of such taxes or penalties.
(c)Notwithstanding the provisions of Section 4.02, if, as of the Separation from Service Date, the Participant is a Specified Employee, then, except to the extent that the Plan does not provide for deferred compensation within the meaning of Section 409A, the following shall apply: (1) no Severance Benefits considered deferred compensation under Section 409A which are determined to be payable upon a Participant’s termination of employment as determined under Section 409A and not subject to an exception or exemption thereunder, shall be provided to the Participant, in each case, during the period beginning on the Participant’s Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of the Participant’s death, and (2) within thirty days after the six-month anniversary of the Participant’s Separation from Service Date or, if earlier, the Participant’s death, the Company shall make a one-time, lump-sum cash payment to the Participant (or his beneficiary, if applicable) in an amount equal to the sum of the amounts that would have been otherwise payable, without interest, to the Participant under the Plan during the period described in clause (1) above.
(d)The Plan Administrator reserves the right to make deductions or offsets to the Severance Benefits in accordance with applicable law for the stated amount of monies owed to the Company by the Participant or the value of Company property that the Participant has retained in his/her possession; provided, however, that except as permitted under Section 409A, any Severance Benefits considered deferred compensation within the meaning of Section 409A provided to the Participant may not be reduced by, or offset against, any amount owing by the Participant to Olin.
(e)To the extent required by Section 409A, any Severance Benefits considered deferred compensation within the meaning of Section 409A provided upon a termination of a Participant’s employment shall only be paid or provided to the Participant upon his or her Separation from Service.
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(f)Except as specifically permitted by Section 409A, the amounts of any benefits and reimbursements provided to the Participant under the Plan during any calendar year shall not affect the amounts of any benefits and reimbursements to be provided to the Participant under the Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, any reimbursement payments for any expenses provided to the Participant under the Plan shall be made to the Participant as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the applicable expense is incurred, and any reimbursement payments for any taxes provided to the Participant under the Plan shall be made to the Participant no later than the last day of the calendar year following the calendar year in which the related taxes are remitted.
(g)For purposes of Section 409A, each installment of any payments made under the Plan will be deemed to be a separate payment as permitted under Treas. Reg. Section 1.409A-2 (b)(2)(iii).
(h)To the extent deemed necessary by the Company for purposes of Code Section 105(h), the difference between the cost for such coverage under COBRA, as defined below, and the amount of the necessary contributions that the Participant is required to pay for such coverage as provided in the first sentence of Section 4.02(b) will be considered imputed income to the Participant. For avoidance of doubt, the Participant is responsible for the payment of any applicable income taxed due as a result of such imputed income.
(i)Notwithstanding any provision of the Plan to the contrary, to the extent necessary to satisfy Code Section 105(h), Olin will be permitted to alter the manner in which health or other welfare benefits are provided to a Participant following the Participant’s Termination Date.
(j)With respect to Code Section 162(q), nothing in the Plan shall be interpreted or construed as requiring nondisclosure with respect to any sexual harassment or sexual abuse that may be a subject of the Separation and General Release Agreement.
Section 10.05Successors and Assigns. The rights under the Plan are personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. The Plan shall inure to the benefit of and be enforceable by the Participant’s legal representatives. The Plan shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform the Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place (with a copy of such assumption provided to the Participant). Failure of Olin to obtain such assumption and agreement prior to the effectiveness of any such succession will entitle the Participant to the Severance Benefits from Olin in the same amount and on the same terms as the Participant would be entitled to hereunder had a Qualifying Termination occurred on the succession date.
Section 10.06No Impact On Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount payable under the Plan shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy or program.
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Section 10.07No Mitigation. A Participant shall not be required to mitigate the amount of any Severance Benefit provided for in the Plan by seeking other employment or otherwise, nor shall the amount of any Severance Benefit provided for herein be reduced by any compensation earned by other employment or otherwise or subject to offset except as otherwise expressly provided for herein.
Section 10.08No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or any person whosoever, the right to be retained in the service of the Company.
Section 10.09Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
Section 10.10Heirs, Assigns, and Personal Representatives. The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.
Section 10.11Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
Section 10.12Gender and Number. Where the context admits, words in any gender shall include any other gender, and, except where otherwise clearly indicated by context, the singular shall include the plural, and vice versa.
Section 10.13ERISA. The Plan is intended to provide a select group of management or highly compensated employees with certain compensation and benefits as set forth in the Plan in the event a Participant’s employment with the Company is terminated in a Qualifying Termination and the other conditions and requirements of the Plan are met. The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of ERISA. Rather, the Plan is intended to be an unfunded “welfare benefit plan” within the meaning of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of the United States Department of Labor regulations Section 2510.3-2(b), and shall be interpreted and administered accordingly.
Section 10.14Unfunded Plan. The Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company that may be applied by the Company to the payment of Severance Benefits.
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Section 10.15Payments to Incompetent Persons. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Plan Administrator and all other parties with respect thereto.
Section 10.16Controlling Law. The Plan shall be construed and enforced according to the laws of the State of Virginia (without giving effect to its principles of conflicts of law) to the extent not superseded by federal law.

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ANNEX A



Executive CIC Severance
Position Severance Multiple Severance Period
Chief Executive Officer 3 36 months
All Other Participants 2 24 months
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Olin Corporation Change in Control Severance Plan for Officers
Form of Acknowledgement Agreement
By signing below, I acknowledge to Olin Corporation (“Olin”) that:
(a)I have received a copy of the Olin Corporation Change in Control Severance Plan for Officers (the “Plan”) and have read the Plan;
(b)I understand and agree to be bound by the terms and conditions of the Plan, including, but not limited to, the restrictive covenants (including the non-competition and non-solicitation restrictions) of Article V of the Plan, as well as the jurisdictional provisions of Section 5.05(c) of the Plan and the mandatory arbitration provisions of Section 9.04 of the Plan;
(c)I was advised by Olin, and I am aware, of my right to consult with an attorney before signing this Agreement;
(d)I have signed this Agreement knowingly and voluntarily and without any duress or undue influence on the part or behalf of Olin or any of its affiliates;
(e)I acknowledge that in signing this Agreement, I have not relied upon any representation or statement not set forth in this Agreement or the Plan made by Olin or any of its representatives;
(f)I agree that the Plan does not create a contractual guarantee of employment, either implied or expressed; and
(g)I acknowledge that this Agreement sets forth the entire understanding between Olin and me in connection with its subject-matter and supersedes and replaces any express or implied, written or oral, prior agreement of plans or arrangement with respect to the subject matter covered under the Plan which I may have had with Olin or any of its affiliates.
 

Agreed and Acknowledged By:
Employee Signature Employee Printed Name
Date


EX-10.2 3 oln-ex102_severancexplan.htm SEVERANCE PLAN FOR OFFICERS Document
    Exhibit 10.2
OLIN CORPORATION
SEVERANCE PLAN FOR OFFICERS
(as adopted effective April 24, 2024)

ARTICLE I.
PURPOSE, AND TERM OF THE PLAN
Section 1.01    Purpose of the Plan. The general purpose of the Plan is to provide severance benefits to Olin’s officers and who experience a Qualifying Termination prior to any Change in Control as described more fully herein.
Section 1.02    Term of the Plan. The Plan shall be effective as of the Effective Date. With respect to Participants hereunder, and excepting the Olin Corporation Change in Control Severance Plan for Officers, the Plan shall supersede any plan, program or policy under which Olin provides severance benefits to any Participant, including, and without limitation, the Olin Corporation Severance Plan for Section 16(b) Officers, as adopted effective January 27, 2019, which shall be of no force or effect following the Effective Date of this Plan. The Plan shall continue until terminated pursuant to Article VII of the Plan.

ARTICLE II.
DEFINITIONS
Section 2.01    “Annual Bonus Plan” shall mean Olin’s short-term annual incentive compensation plan, program or arrangement (as the same may be amended from time to time).
Section 2.02    “Base Salary” shall mean, in the case of a Participant, such Participant’s monthly base salary in effect at the Participant’s Termination Date.
Section 2.03    “Board” shall mean the Board of Directors of Olin or any successor board (or similar governing body in the case of an entity other than a corporation).
Section 2.04    “Cause” means (i) the willful and continued failure of a Participant to substantially perform the Participant’s duties (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or injury); (ii) the willful engaging by the Participant in gross misconduct significantly and demonstrably financially injurious to Olin; (iii) a willful breach by the Participant of Olin’s Code of Conduct (or any successor or replacement code or policy); or (iv) willful misconduct by the Participant in the course of Participant’s employment which is a felony or fraud. No act or failure to act on the part of the Participant will be considered “willful” unless done or omitted not in good faith and without reasonable belief that the action or omission was in the interests of Olin or not opposed to the interests of Olin and unless the act or failure to act has not been cured by the Participant within 14 days after written notice to the Participant specifying the nature of such violations.


Notwithstanding the foregoing, the Participant shall not be deemed to have been terminated for Cause without reasonable written notice to Participant setting forth the reasons for Olin’s intention to terminate for Cause.
Section 2.05    “Change in Control” shall have such meaning ascribed to such term under the Olin Corporation Change in Control Severance Plan for Officers.
Section 2.06     “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations thereunder.
Section 2.07    “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations thereunder.
Section 2.08    “Committee” shall mean the Compensation Committee of the Board or any successor committee. The Committee may delegate its authority under the Plan to an individual or another committee.
Section 2.09    “Disability” shall mean that a Participant is “disabled” (or such other similar term) within the meaning of Olin’s then current long-term disability plan, which shall be deemed to the case if the Participant meets the requirements for commencement of disability benefits under such long-term disability plan; provided, however, if Olin does not maintain a long-term disability plan at such applicable time, “Disability” shall be deemed to exist if the Participant meets the requirements for disability benefits under the Social Security law then in effect.
Section 2.10    “Effective Date” shall April 24, 2024.
Section 2.11    “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.
Section 2.12    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the regulations thereunder.
Section 2.13    “Executive Severance” shall mean, in the case of a Participant’s Qualifying Termination, the Participant’s applicable Severance Multiple times the sum of (i) twelve months of the Participant’s Base Salary, plus (ii) the Participant’s Target Bonus.
Section 2.14    “Olin” or “Company” shall mean Olin Corporation, any successor entity, and any successor to its business and/or assets as set forth in Section 10.05 that assumes and agrees to perform the Plan by operation of law, or otherwise. Unless it is otherwise clear from the context, the term “Olin” or “Company” shall generally include its subsidiaries and affiliates.
Section 2.15 “Participant” shall mean any (i) officer of the Company who is subject to the reporting rules under Section 16 of the Exchange Act, (ii) other officer of the Company appointed by the Board or the Chief Executive Officer who is not subject to the reporting rules under Section 16 of the Exchange Act but has been designated by the Company’s Chief Executive Officer to be eligible for the benefits under this Plan, and, in each case, who executes the acknowledgment required under Section 5.07.
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If such officer ceases to meet the eligibility criteria described in the preceding sentence prior to any Qualifying Termination, such officer shall cease to be a Participant under the Plan.
Section 2.16    “Plan” shall mean this Olin Corporation Severance Plan for Officers as set forth herein, and as the same may from time to time be amended.
Section 2.17    “Plan Administrator” shall mean the individual(s) appointed by the Committee to administer the terms of the Plan as set forth herein and if no individual is appointed by the Committee to serve as the Plan Administrator for the Plan, the Plan Administrator shall be the Vice President, Human Resources (or the equivalent). Notwithstanding the preceding sentence, in the event the Plan Administrator is entitled to Severance Benefits under the Plan, the Committee or its delegate shall act as the Plan Administrator for purposes of administering the terms of the Plan with respect to the Plan Administrator. The Plan Administrator may delegate all or any portion of its authority under the Plan to any other person(s).
Section 2.18    “Qualifying Termination” shall, subject to the following, mean the Participant is discharged by Olin other than for Cause and other than due to the Participant’s death or Disability. Notwithstanding the foregoing, the following shall not be considered a “Qualifying Termination” for purposes of the Plan:
(i)     if, in connection with the spinoff of an Olin business or Olin’s assets as a separate public company to Olin’s shareholders, a Participant accepts employment with, and becomes employed at, the spunoff company or its affiliate, the termination of the Participant’s employment with Olin;
(ii)    in connection with the sale of an Olin business or assets to a third party or the transfer or sale of an Olin business or Olin’s assets to a joint venture to be owned directly or indirectly by Olin with one or more third parties, if the Participant accepts employment with, and becomes employed by, such buyer or its affiliate or such joint venture or its affiliate in connection with such transaction, the termination of the Participant’s employment with Olin; or
(iii)    any termination of a Participant’s employment upon or within two years of a Change in Control.
For the avoidance of doubt, any voluntary termination of employment by a Participant shall not constitute a Qualifying Termination.
Section 2.19    “Restriction Period” shall mean, in the case of a Participant, the applicable Severance Period as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.20    “Section 409A” shall mean Section 409A of the Code.
Section 2.21 “Separation and General Release Agreement” shall mean a written agreement in the form prescribed by the Company which provides for (i) a general release of claims by the Participant in favor of the Company, its current and former subsidiaries, affiliates, and shareholders, its current and former officers, directors, and employees, and other applicable Company parties, plans or entities, and (ii) the Participant’s obligations under the restrictive covenant provisions contained in Article V.
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Section 2.22    “Separation from Service Date” shall mean, in the case of a Participant, the date of the Participant’s “separation from service” within the meaning of Section 409A and determined in accordance with the regulations promulgated under Section 409A.
Section 2.23    “Severance Benefits” shall mean the payments and benefits that a Participant is eligible to receive pursuant to Section 4.02 of the Plan (subject to other applicable provisions of the Plan).
Section 2.24    “Severance Multiple” shall mean, in the case of a Participant, the applicable numerical factor as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.25    “Severance Period” shall mean, in the case of a Participant, the applicable period of time as set forth and determined under Annex A based on such Participant’s position immediately prior to his Termination Date.
Section 2.26    “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.
Section 2.27    “Target Bonus” shall mean the target incentive award opportunity established for the Participant under the Annual Bonus Plan for the calendar year in which the Termination Date occurs. In the event a Participant’s Termination Date occurs prior to the establishment of the Participant’s target incentive award opportunity for such calendar year, the Target Bonus shall be deemed to be the target incentive award opportunity established for the Participant under the Annual Bonus Plan in the immediately preceding calendar year.
Section 2.28    “Termination Date” shall mean the date as of which the active employment of the Participant with the Company is severed.

ARTICLE III.
ELIGIBILITY FOR BENEFITS
Section 3.01Eligibility. Each Participant in the Plan who incurs a Qualifying Termination and who satisfies the conditions of Section 3.02 shall be eligible to receive the applicable Severance Benefits described in the Plan, except that any such Participant who is a party to an employment agreement (or similar agreement) with the Company pursuant to which such Participant is entitled to severance benefits prior to a Change in Control (or such similar term used in such agreement) shall not be eligible to receive the Severance Benefits described in the Plan. As a condition of participating in the Plan, each individual must expressly agree that the Plan supersedes all prior employment agreements (or similar agreements) and sets forth the entire severance benefit to which he or she is entitled to prior to a Change in Control while a Participant.
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Section 3.02Conditions.
(a)Eligibility for any Severance Benefits is expressly conditioned on (i) execution by the Participant of the Separation and General Release Agreement, and lapsing of the revocation period for the Separation and General Release Agreement, within 60 days after the Participant’s Termination Date (the “Release Period”) and (ii) compliance by the Participant with all the material terms and conditions of such Separation and General Release Agreement. If the Participant has not fully complied with any of the applicable terms of the Plan and/or the Separation and General Release Agreement, the Plan Administrator may deny unpaid Severance Benefits or discontinue the payment of the Participant’s Severance Benefits and may require the Participant, by providing at least 10 days’ prior written notice of such repayment obligation to the Participant during which period the Participant may cure such failure to comply (if capable of being cured), and if not so cured, the Participant shall be obligated to repay any portion of the Severance Benefits already received under the Plan. If the Plan Administrator notifies a Participant that repayment of all or any portion of the Severance Benefits received under the Plan is required, such amounts shall be repaid within thirty (30) calendar days of the date the written notice is sent. Any remedy under this subsection (a) shall be in addition to, and not in place of, any other remedy, including injunctive relief, that the Company may have.
(b)The Plan Administrator shall determine a Participant’s eligibility to receive Severance Benefits in its sole discretion.

ARTICLE IV.
DETERMINATION OF BENEFITS
Section 4.01Benefits Upon Any Termination of Employment. In the event of any termination of employment, regardless of whether the Participant is eligible for benefits under the Plan, and subject to other provisions of the Plan, the Company shall pay or provide to the Participant the following: (a) all earned but unpaid base salary through the Termination Date which shall be payable in accordance with the Company’s normal payroll practices, (b) any accrued and unused vacation which shall be payable in accordance with the Company’s regular vacation policy, and (c) to the extent vested and payable as provided in each applicable plan, any other payments or benefits pursuant to any other compensation or benefit plans, programs or arrangement not described herein. For avoidance of doubt, the Participant shall accrue no vacation after the Participant’s Termination Date.
Section 4.02Severance Benefits. Subject to the other provisions of the Plan (including, without limitation, Sections 3.02 and 10.04), in the event of a Participant’s Qualifying Termination, the Severance Benefits to be provided to such Participant shall be determined under the following provisions of this Section 4.02.
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(a)Severance. In the event of a Participant’s Qualifying Termination, Olin will pay the Participant, in equal installments in accordance with Olin’s normal payroll practices, over the applicable Severance Period that begins on the 60th day after the Participant’s Termination Date, an aggregate amount equal to the Executive Severance.
(b)Health Plan Continuation. For the period of the applicable Severance Period from the Participant’s Termination Date, the Participant (and Participant’s covered dependents) will be eligible to continue to receive coverage on the same basis as a similarly situated active employee under all Olin medical, dental and life insurance plans to the extent the Participant was receiving such coverage immediately prior to the Qualifying Termination (provided that the Participant makes the applicable premium payments required by similarly situated active employees generally for such coverage). The Participant’s eligibility (if any) for continuation coverage under COBRA would commence at the end of the period during which insurance coverage is provided under the preceding sentence without offset for coverage provided thereunder. For avoidance of doubt, the cost of any continuation coverage under COBRA will be the same as charged to other similarly situated terminated employees.
(c)Outplacement. The Participant will be entitled at Olin’s expense to outplacement counseling and associated services in accordance with Olin’s customary practice at the time with respect to its senior executives who have been terminated other than for Cause. Such counseling and services contemplated by this Section 4.02(c) are intended to facilitate the obtaining by the Participant of other employment following a Qualifying Termination, and payments or benefits by Olin in lieu thereof will not be available to the Participant. The outplacement services will be provided for a period of 12 months beginning on the 60th day after the Participant’s Termination Date.
(d)Current Year Bonus. If the Participant’s Qualifying Termination occurs during or after the second calendar quarter of the calendar year of the Qualifying Termination, the Participant shall be paid a prorated Annual Bonus Plan award for such calendar year which shall be determined by multiplying the average actual payout (as a percentage of the Annual Bonus Plan target) for all participants in the Annual Bonus Plan in the same measurement organizational unit by a fraction, the numerator of which is the number of full weeks in the calendar year prior to the Qualifying Termination and the denominator of which is 52. Such prorated Annual Bonus Plan award shall be paid at substantially the same time as Annual Bonus Plan payments for the year in which the Qualifying Termination occurs are made to then current active employees, provided that such payment shall be made to the Participant no earlier than January 1 and no later than December 31 of the calendar year following the calendar year in which the Qualifying Termination occurs.
For avoidance of doubt, (i) no prorated Annual Bonus Plan award for the calendar year of the Qualifying Termination shall be payable if the Participant’s Qualifying Termination occurs during the first calendar quarter of such calendar year, (ii) payment, if any, of the Annual Bonus Plan award for the calendar year preceding the calendar year of the Qualifying Termination shall be determined in accordance with the terms of the applicable Annual Bonus Plan, and (iii)
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nothing herein shall be construed as providing that the Participant shall accrue any Annual Bonus Plan award following the Participant’s Termination Date.
Section 4.03Termination for Cause. Notwithstanding any other provision of the Plan to the contrary, if a Participant has engaged in conduct that constitutes Cause at any time prior to the Participant’s Termination Date (whether determined before or after such date), the Plan Administrator may by written notice to the Participant determine that any Severance Benefit payable to the Participant under Section 4.02 of the Plan shall immediately cease, and that the Participant shall be required to return any Severance Benefits paid to the Participant prior to such determination. The Company may withhold paying Severance Benefits under the Plan pending resolution of a good faith inquiry that could lead to a finding resulting in Cause (as determined in accordance with Section 2.04).
Section 4.04Other Arrangements.
(a)The provisions of the Plan may provide for payments to the Participant under certain compensation or bonus plans or arrangements under circumstances where such plans or arrangements would not provide for payment thereof. It is the specific intention of the Company that the provisions of the Plan shall supersede any provisions to the contrary in such plans, to the extent permitted by applicable law, and such plans shall be deemed to have been amended to correspond with the Plan without further action by the Company.
(b)The Plan and the Severance Benefits provided pursuant to the Plan are being made available on a voluntary basis by the Company and are not required by any legal obligation. Severance Benefits provided under the Plan are at the discretion of the Company and nothing in the Plan shall give, or be construed to give, any Participant the vested right to any payments or benefits under the Plan.
(c)Severance Benefits under the Plan are not intended to duplicate other payments or benefits, and nothing above shall be construed as resulting in the duplications of benefits or payments that would otherwise be provided under Section 4.01.
(d)Any Severance Benefit under the Plan may be in lieu of any severance pay, notice period or benefits required or provided under any federal, state, or local law or ordinance. The Plan Administrator shall determine how to apply this provision, and may override other provisions of the Plan in doing so.
(e)Except as otherwise specifically provided in the Plan, no Participant shall be entitled to any cash payments or other severance benefits under any of the Company’s then current severance pay policies for a termination that is covered by the Plan for the Participant.
(f)For avoidance of doubt, a Participant shall not be eligible to receive severance benefits under both the Plan and the Olin Corporation Change in Control Severance Plan for Officers.
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Section 4.05Termination of Eligibility for Benefits. A Participant shall cease to be eligible to participate in the Plan, and all Severance Benefit payments shall cease upon the occurrence of the earlier of:
(a)subject to Article VII, applicable termination or amendment of the Plan; or
(b)completion of payment to the Participant of the Severance Benefits for which the Participant is eligible under the Plan; or
(c)upon reemployment by the Participant with the Company.

ARTICLE V.
CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT
Section 5.01Confidential Information.
(a)The Participant agrees (whether or not the Participant is subject to the restrictions set forth in Sections 5.02 and 5.03) not to disclose, during the term of his or her employment with the Company or at any time thereafter, to any person not employed by Olin, or not engaged to render services to Olin, any confidential information obtained by the Participant while in the employ of Olin, including, without limitation, trade secrets, know-how, improvements, discoveries, designs, customer and supplier lists, business plans and strategies, forecasts, budgets, cost information, formulae, processes, manufacturing equipment, compositions, computer programs, data bases and tapes and films relating to the business of Olin and its subsidiaries and affiliates (including majority-owned companies of such subsidiaries and affiliates); provided, however, that this provision shall not preclude the Participant from disclosing information (i) known generally to the public (other than pursuant to the Participant’s act or omission) or (ii) to the extent required by law or court order.
(b)The Participant also agrees that upon leaving Olin’s employ, the Participant will not take with the Participant, without the prior written consent of an officer authorized to act in the matter by the Board, any drawing, blueprint, specification or other document of Olin, its subsidiaries or affiliates, which is of a confidential nature relating to Olin, its subsidiaries or affiliates, including, without limitation, relating to its or their methods of distribution, or any description of any formulae or secret processes.
(c)The Participant also agrees to comply with any other agreement with or obligation to Olin for the protection of Olin’s confidential information, intellectual property and proprietary information.
(d)The Participant agrees that he or she will retain his or her fiduciary responsibilities to Olin after the Participant’s termination of employment to the extent provided by law. In addition, the Participant agrees to continue to abide by applicable provisions of the principles and guidelines set forth in Olin’s Code of Conduct (or any successor or replacement code or policy).
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(e)The above restrictions shall apply to the Participant regardless of whether the Participant experiences a Qualifying Termination or receives Severance Benefits under the Plan.
(f)Notwithstanding the foregoing, nothing in the Plan shall prevent the Participant from exercising any legally protected whistleblower rights (including under Rule 21F under the Securities Exchange Act of 1934, as amended). Furthermore, the Participant shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (x) in confidence to a federal, state or local governmental official, either directly or indirectly, or to an attorney, in each case, solely for the purpose of reporting or investigating a suspected violation of law or (y) in a complaint or other document filed in a lawsuit or proceeding, if such filings are made under seal. A Participant who files a lawsuit for retaliation by the Company for reporting a suspected violation of law may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding if the Participant files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
Section 5.02Non-Competition & Non-Solicitation. The Participant agrees that, during the term of his or her employment with the Company, and in the event of the Participant’s Qualifying Termination, thereafter during the Restriction Period, he or she, will not directly or indirectly:
(i)    render services for any corporation, partnership, sole proprietorship or any other person or entity or engage in any business which, in the sole judgment of Olin, is or becomes competitive with Olin or any affiliate, or which is or becomes otherwise prejudicial to or in conflict with the interests of Olin or any affiliate (such judgment to be based on the Participant’s positions and responsibilities while employed by Olin or an affiliate, the Participant’s post-employment responsibilities and position with such corporation, partnership, sole proprietorship, person, entity or business, the extent of past, current and potential competition or conflict between Olin or an affiliate and such other corporation, partnership, sole proprietorship, person, entity or business, the effect on customers, suppliers and competitors of the Participant’s assuming such post-employment position, the guidelines established in the then-current edition of Olin’s Code of Conduct, and such other considerations as are deemed relevant given the applicable facts and circumstances), provided that the Participant shall be free to purchase as an investment or otherwise, stock or other securities of such corporation, partnership, sole proprietorship, person, entity or business so long as they are listed upon a recognized securities exchange or traded over the counter and such investment does not represent a substantial investment to the Participant or a greater than 1% equity interest in such corporation, partnership, sole proprietorship, person, entity or business; or
(ii)    for the Participant or for any other person, corporation, partnership, sole proprietorship, entity or business: (A) employ or attempt to employ or enter into any contractual arrangement with any employee or former employee of Olin, unless such employee or former employee has not been employed by Olin for a
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period in excess of six months; (B) call on or solicit any of the actual or targeted prospective customers of Olin on behalf of any corporation, partnership, sole proprietorship, person, entity or business in connection with any business competitive with the business of Olin; or (C) make known the names and addresses of such customers or any information relating in any manner to Olin’s trade or business relationships with such customers.
Section 5.03Non-Disparagement and Legal Cooperation. The Participant agrees that in the event of the Participant’s Qualifying Termination, during the Restriction Period and at any time thereafter, the Participant shall not make, or assist, encourage, discuss, cooperate, incite, or otherwise confer with or aid any others in making, any statement that intentionally disparages Olin, its business, services or products, or any of Olin’s respective officers, directors, employees, advisors, or reputations unless, in each case, in the context of a legal process (including without limitation, litigation between Olin and the Participant), required governmental testimony or filings, any administrative or arbitral proceedings (including, without limitation, arbitration between Olin and the Participant) or as otherwise required by law. Notwithstanding the foregoing and subject to Section 5.01, in no event shall the Participant be prohibited from making truthful statements in response to questions from a prospective future employer.
The Participant agrees that in the event of the Participant’s Qualifying Termination, during the Restriction Period, the Participant will reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that occurred while the Participant was employed by the Company and of which the Participant has relevant knowledge. The Participant’s reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available for telephone conferences with outside counsel and/or personnel of the Company, being available for interviews, depositions and/or to act as a witness on behalf of the Company, if reasonably requested, and at the Board’s reasonable request responding to any inquiries about the particular matter. The Participant further agrees to reasonably and truthfully cooperate with the Company in connection with any investigation or review by any federal, state or local regulatory authority relating to events or occurrences that transpired while the Participant was employed with the Company and of which the Participant has relevant knowledge. The Company shall promptly pay (or promptly reimburse) the Participant (a) for any and all reasonable out-of-pocket expenses incurred by the Participant in connection with such cooperation, and (b) a reasonable hourly rate determined by the Company to the Participant for all time provided pursuant to this paragraph in excess of 50 hours.
Section 5.04Reasonableness. The Participant agrees that (i) the restrictive covenants contained in this Article V are reasonably necessary to protect the legitimate business interests of Olin, and are not overbroad, overlong, or unfair and are not the result of overreaching, duress or coercion of any kind, (ii) the Participant’s full, uninhibited and faithful observance of each of the covenants contained in this Article V will not cause the Participant any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair the Participant’s ability to obtain employment commensurate with the Participant’s abilities and on terms fully acceptable to the Participant or otherwise to obtain income required for the comfortable support of the Participant and the Participant’s family and the satisfaction of the needs of the Participant’s creditors, and (iii) the restrictions contained in this Article V are intended to be, and shall be, for the benefit of and shall be enforceable by, Olin and Olin’s successors and permitted assigns.
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Section 5.05Equitable Relief.
(a)The Participant acknowledges and agrees that any violation of the provisions of this Article V would cause Olin irreparable damage and that if the Participant breaches or threatens to breach such provisions, Olin shall be entitled, in addition to any other rights and remedies Olin may have at law or in equity, to obtain specific performance of such covenants through injunction or other equitable relief from a court of competent jurisdiction, without proof of actual damages and without being required to post bond.
(b)In the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of the Plan (whether in whole or in part) is void or constitutes an unreasonable restriction against the Participant, such provision shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to make such provision enforceable for the longest duration and the greatest scope as such arbitrator or court may determine constitutes a reasonable restriction under the circumstances.
(c)The Participant and the Company irrevocably and unconditionally (i) agree that any suit, action or other legal proceeding arising out of this Article V or any other provision of the Plan, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court whose jurisdiction includes Clayton, Missouri, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Missouri, (ii) consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waive any objection which Participant may have to the laying of venue of any such suit, action or proceeding in any such court.
Section 5.06Survival of Provisions. The obligations contained in this Article V shall survive the termination of Participant’s employment with the Company for any reason (or termination of the Plan), and shall be fully enforceable thereafter.
Section 5.07Acknowledgment. The Plan Administrator shall require, as a condition to a Participant’s participation in the Plan, that such Participant enter into a written acknowledgment of the terms of this Article V (and such other provisions of the Plan as the Plan Administrator determines appropriate), in such form as the Plan Administrator shall determine appropriate from time to time.

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ARTICLE VI.
THE PLAN ADMINISTRATOR
Section 6.01Authority and Duties. It shall be the duty of the Plan Administrator, on the basis of information supplied to it by the Company and Committee, to properly administer the Plan. The Plan Administrator shall have the full power, authority and discretion to construe, interpret and administer the Plan, to make factual determinations, to correct deficiencies therein, to supply omissions, and to make all other determinations deemed necessary or advisable for the Plan. The Plan Administrator shall have the sole discretion to make decisions and take actions with respect to questions arising in connection with the Plan, including but not limited to the determination of questions of eligibility and participation, and the amount, manner and timing of benefits. All decisions, actions and interpretations of the Plan Administrator shall be final and binding upon Participants. The Plan Administrator may adopt such rules and regulations and may make such decisions as it deems necessary or desirable for the proper administration of the Plan. Any decisions, actions or interpretations to be made under the Plan by the Plan Administrator need not be uniformly applied to similarly situated individuals. All decisions, actions and interpretations of the Plan Administrator shall be accorded deference by the arbitrator under Section 9.04 hereof and by a court of competent jurisdiction entering the award of such arbitrator (or otherwise making a determination on a Plan matter), in each case to the maximum extent permitted by applicable law.
Section 6.02Compensation of the Plan Administrator. The Plan Administrator shall receive no compensation for services as such. However, all reasonable expenses of the Plan Administrator shall be paid or reimbursed by the Company upon proper documentation. The Plan Administrator shall be indemnified by the Company against personal liability for actions taken in good faith in the discharge of the Plan Administrator’s duties.
Section 6.03Records, Reporting and Disclosure. The Plan Administrator and/or Company shall keep a copy of all records relating to the payment of Severance Benefits to Participants and former Participants and all other records necessary for the proper operation of the Plan. All Plan records shall be made available to the Committee and to each Participant for examination during business hours except that a Participant shall examine only such records as pertain exclusively to such examining Participant and to the Plan. The Plan Administrator and/or Company shall prepare and shall file as required by law or regulation all reports, forms, documents and other items required by ERISA, the Code, and every other relevant statute, each as amended, and all regulations thereunder.

ARTICLE VII.
AMENDMENT, TERMINATION AND DURATION
Section 7.01Amendment, Suspension and Termination.
(a)Except as provided below, Olin, by action of the Board or Committee, reserves the right to amend the Plan, in whole or in part, or to discontinue or terminate the Plan, at any time in its sole discretion. Such Plan amendments may include, but are not limited to, elimination or reduction in the Severance Benefits provided to a Participant and may be retroactive or prospective in nature.
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(b)Notwithstanding Section 7.01(a), no amendment, discontinuance or termination, however, may adversely affect the rights of any Participant without his or her written consent if such person (i) is then receiving Severance Benefits under the Plan, or (ii) is entitled to receive Severance Benefits under the Plan on account of a prior Qualifying Termination.
(c)Notwithstanding the above limitations, the Plan may be amended at any time (and such amendment will be given affect) if such amendment is required to bring the Plan into compliance with applicable law, including but not limited to Section 409A.
Section 7.02Duration. The Plan shall continue in full force and effect until termination of the Plan pursuant to Section 7.01.

ARTICLE VIII.
DUTIES OF THE COMPANY
Section 8.01Records. The Company thereof shall supply to the Plan Administrator, as the case may be, all records and information necessary to the performance of the Plan Administrator’s duties.
Section 8.02Payment. Payments of Severance Benefits to Participants shall be made by the Company in such amount as determined by the Plan Administrator in its sole discretion, from the Company’s general assets or from a supplemental unemployment benefits trust, as directed by the Plan Administrator.

ARTICLE IX.
CLAIMS PROCEDURES
Section 9.01Claim. Each Participant under the Plan may contest the administration of the Severance Benefits awarded by completing and filing with the Plan Administrator a written request for review in the manner specified by the Plan Administrator. No person may bring an action for any alleged wrongful denial of Plan benefits in a court of law unless the claims procedures described in this Article IX are exhausted and a final determination is made by the Plan Administrator. No person may bring legal action, including a lawsuit, either in law or equity, more than one year after a final decision is rendered on a claim. In order to raise an issue in any legal action related to the claim, such person must have clearly raised such issue during the claims and appeals procedure described herein.
Section 9.02Initial Claim. Before the date on which payment of a Severance Benefit occurs, any claim relating to the administration of such Severance Benefit must be supported by such information as the Plan Administrator deems relevant and appropriate.
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In the event that any such claim is denied in whole or in part, the terminated Participant or his or her beneficiary (“Claimant”) whose claim has been so denied shall be notified of such denial in writing by the Plan Administrator within ninety (90) days after the receipt of the claim for benefits. This period may be extended an additional ninety (90) days if the Plan Administrator determines such extension is necessary and the Plan Administrator provides notice of extension to the Claimant prior to the end of the initial ninety (90) day period. The notice advising of the denial shall (i) specify the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) describe any additional material or information necessary for the Claimant to perfect the claim (explaining why such material or information is needed), and (iv) describe the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.
Section 9.03Appeals of Denied Administrative Claims. All appeals shall be made by the following procedure:
(a)A Claimant whose claim has been denied shall file with the Plan Administrator a notice of appeal of the denial. Such notice shall be filed within sixty (60) calendar days of notification by the Plan Administrator of the denial of a claim, shall be made in writing, and shall set forth all of the facts upon which the appeal is based. Appeals not timely filed shall be barred.
(b)The Plan Administrator shall consider the merits of the Claimant’s written presentations, the merits of any facts or evidence in support of the denial of benefits, and such other facts and circumstances as the Plan Administrator shall deem relevant.
(c)The Plan Administrator shall render a determination upon the appealed claim which determination shall be accompanied by a written statement as to the reasons therefor. The determination shall be made to the Claimant within sixty (60) days of the Claimant’s request for review, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. In such case, Plan Administrator shall notify the Claimant of the need for an extension of time to render its decision prior to the end of the initial sixty (60) day period, and the Plan Administrator shall have an additional sixty (60) day period to make its determination. If the determination is adverse to the Claimant, the notice shall (i) provide the reason or reasons for denial, (ii) make specific reference to the Plan provisions on which the determination was based, (iii) include a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant’s claim for benefits, and (iv) state that the Claimant has the right to bring an action under Section 502(a) of ERISA.
Section 9.04Arbitration; Expenses. In the event of any dispute under the provisions of the Plan, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall have the dispute, controversy or claim settled by arbitration at Olin’s corporate headquarters in accordance with the rules of the American Arbitration Association then in effect (and subject to the last sentence of Section 6.01 to the extent permitted by applicable law). Any award entered by the arbitrator shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction.
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This arbitration provision shall be specifically enforceable. The arbitrator shall have no authority to modify any provision of the Plan or to award a remedy for a dispute involving the Plan other than a benefit or payment specifically provided under or by virtue of the Plan. If the Participant substantially prevails on any material issue that is the subject of such arbitration or lawsuit, the Company shall be responsible for all of the fees of the American Arbitration Association and the arbitrator and any expenses relating to the conduct of the arbitration (including the Company’s and Participant’s reasonable attorneys’ fees and expenses). Otherwise, each party shall be responsible for its own expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) and shall share the fees of the American Arbitration Association.
If any payment which is due to the Participant hereunder has not been paid within thirty (30) days of the date on which such payment was due, the Participant shall be entitled to receive interest thereon from the due date until paid at an annual rate of interest equal to the Prime Rate reported in the Wall Street Journal, Northeast Edition, on the last business day of the month preceding the due date, compounded annually.

ARTICLE X.
MISCELLANEOUS
Section 10.01Nonalienation of Benefits. None of the payments, benefits or rights of any Participant shall be subject to any claim of any creditor of any Participant, and, in particular, to the fullest extent permitted by law, all such payments, benefits and rights shall be free from attachment, garnishment (if permitted under applicable law), trustee’s process, or any other legal or equitable process available to any creditor of such Participant. No Participant shall have the right to alienate, anticipate, commute, plead, encumber or assign any of the benefits or payments that he or she may expect to receive, contingently or otherwise, under the Plan, except for the designation of a beneficiary as contemplated in Section 10.02.
Section 10.02Beneficiary Designation. Each Participant under the Plan may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid or by whom any right under the Plan is to be exercised in case of his or her death. Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Plan Administrator, and will be effective only when filed by the Participant in writing with the Plan Administrator during his lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to or exercised by the Participant’s surviving spouse, if any, or otherwise to or by his or her estate.
Section 10.03Notices. All notices and other communications required hereunder shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service. In the case of the Participant, mailed notices shall be addressed to him or her at his or her most recent address as shown on the books and records of the Company. In the case of the Company, mailed notices shall be addressed to Olin’s corporate headquarters in Clayton, Missouri to the Plan Administrator, with copies to both the Corporate Secretary and the General Counsel of the Company.
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Section 10.04Tax Items – Withholding, Code Section 409A and 105(h) Compliance.
(a)Any Severance Benefits provided under the Plan shall be subject to applicable withholding obligations in an amount sufficient to satisfy U.S. or foreign federal, provincial, state and local or other applicable withholding tax requirements.
(b)The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to such Section 409A. The Plan (and any payments) may be amended (in accordance with Article VII of the Plan) in any respect deemed necessary or desirable (including retroactively) by the Company with the intent to preserve exemption from or compliance with Section 409A. The preceding shall not be construed as a guarantee of any particular tax effect for Plan payments. Neither the Company nor the Plan Administrator shall have any liability to any person in the event such Section 409A applies to any payments or benefits hereunder in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries. A Participant (or his beneficiary, as applicable) is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on such person in connection with the Plan (including any taxes and penalties under Section 409A), and neither the Company nor the Plan Administrator shall have any obligation to indemnify or otherwise hold such person harmless from any or all of such taxes or penalties.
(c)Notwithstanding the provisions of Section 4.02, if, as of the Separation from Service Date, the Participant is a Specified Employee, then, except to the extent that the Plan does not provide for deferred compensation within the meaning of Section 409A, the following shall apply: (1) no Severance Benefits considered deferred compensation under Section 409A which are determined to be payable upon a Participant’s termination of employment as determined under Section 409A and not subject to an exception or exemption thereunder, shall be provided to the Participant, in each case, during the period beginning on the Participant’s Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of the Participant’s death, and (2) within thirty days after the six-month anniversary of the Participant’s Separation from Service Date or, if earlier, the Participant’s death, the Company shall make a one-time, lump-sum cash payment to the Participant (or his beneficiary, if applicable) in an amount equal to the sum of the amounts that would have been otherwise payable, without interest, to the Participant under the Plan during the period described in clause (1) above.
(d)The Plan Administrator reserves the right to make deductions or offsets to the Severance Benefits in accordance with applicable law for the stated amount of monies owed to the Company by the Participant or the value of Company property that the Participant has retained in his/her possession; provided, however, that except as permitted under Section 409A, any Severance Benefits considered deferred compensation within the meaning of Section 409A provided to the Participant may not be reduced by, or offset against, any amount owing by the Participant to Olin.
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(e)To the extent required by Section 409A, any Severance Benefits considered deferred compensation within the meaning of Section 409A provided upon a termination of a Participant’s employment shall only be paid or provided to the Participant upon his or her Separation from Service.
(f)Except as specifically permitted by Section 409A, the amounts of any benefits and reimbursements provided to the Participant under the Plan during any calendar year shall not affect the amounts of any benefits and reimbursements to be provided to the Participant under the Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Furthermore, any reimbursement payments for any expenses provided to the Participant under the Plan shall be made to the Participant as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the applicable expense is incurred, and any reimbursement payments for any taxes provided to the Participant under the Plan shall be made to the Participant no later than the last day of the calendar year following the calendar year in which the related taxes are remitted.
(g)For purposes of Section 409A, each installment of any payments made under the Plan will be deemed to be a separate payment as permitted under Treas. Reg. Section 1.409A-2 (b)(2)(iii).
(h)To the extent deemed necessary by the Company for purposes of Code Section 105(h), the difference between the cost for such coverage under COBRA, as defined below, and the amount of the necessary contributions that the Participant is required to pay for such coverage as provided in the first sentence of Section 4.02(b) will be considered imputed income to the Participant. For avoidance of doubt, the Participant is responsible for the payment of any applicable income taxed due as a result of such imputed income.
(i)Notwithstanding any provision of the Plan to the contrary, to the extent necessary to satisfy Code Section 105(h), Olin will be permitted to alter the manner in which health or other welfare benefits are provided to a Participant following the Participant’s Termination Date.
(j)With respect to Code Section 162(q), nothing in the Plan shall be interpreted or construed as requiring nondisclosure with respect to any sexual harassment or sexual abuse that may be a subject of the Separation and General Release Agreement.
Section 10.05Successors and Assigns. The rights under the Plan are personal to the Participant and without the prior written consent of the Company shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. The Plan shall inure to the benefit of and be enforceable by the Participant’s legal representatives. The Plan shall inure to the benefit of and be binding upon the Company and its successors and assigns.
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The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform the Plan in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place (with a copy of such assumption provided to the Participant). Failure of Olin to obtain such assumption and agreement prior to the effectiveness of any such succession will entitle the Participant to the Severance Benefits from Olin in the same amount and on the same terms as the Participant would be entitled to hereunder had a Qualifying Termination occurred on the succession date.
Section 10.06No Impact On Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount payable under the Plan shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy or program.
Section 10.07No Mitigation. A Participant shall not be required to mitigate the amount of any Severance Benefit provided for in the Plan by seeking other employment or otherwise, nor shall the amount of any Severance Benefit provided for herein be reduced by any compensation earned by other employment or otherwise or subject to offset except as otherwise expressly provided for herein.
Section 10.08No Contract of Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Participant or any person whosoever, the right to be retained in the service of the Company.
Section 10.09Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
Section 10.10Heirs, Assigns, and Personal Representatives. The Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant, present and future.
Section 10.11Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
Section 10.12Gender and Number. Where the context admits, words in any gender shall include any other gender, and, except where otherwise clearly indicated by context, the singular shall include the plural, and vice versa.
Section 10.13ERISA. The Plan is intended to provide a select group of management or highly compensated employees with certain compensation and benefits as set forth in the Plan in the event a Participant’s employment with the Company is terminated in a Qualifying Termination and the other conditions and requirements of the Plan are met.
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The Plan is not intended to be an “employee pension benefit plan” or “pension plan” within the meaning of ERISA. Rather, the Plan is intended to be an unfunded “welfare benefit plan” within the meaning of ERISA and to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of the United States Department of Labor regulations Section 2510.3-2(b), and shall be interpreted and administered accordingly.
Section 10.14Unfunded Plan. The Plan shall not be funded. No Participant shall have any right to, or interest in, any assets of the Company that may be applied by the Company to the payment of Severance Benefits.
Section 10.15Payments to Incompetent Persons. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company, the Plan Administrator and all other parties with respect thereto.
Section 10.16Controlling Law. The Plan shall be construed and enforced according to the laws of the State of Virginia (without giving effect to its principles of conflicts of law) to the extent not superseded by federal law.

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ANNEX A



Executive Severance
Position Severance Multiple Severance Period
All Participants 1 12 months
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Olin Corporation Severance Plan for Officers
Form of Acknowledgement Agreement
By signing below, I acknowledge to Olin Corporation (“Olin”) that:
(a)I have received a copy of the Olin Corporation Severance Plan for Officers (the “Plan”) and have read the Plan;
(b)I understand and agree to be bound by the terms and conditions of the Plan, including, but not limited to, the restrictive covenants (including the non-competition and non-solicitation restrictions) of Article V of the Plan, as well as the jurisdictional provisions of Section 5.05(c) of the Plan and the mandatory arbitration provisions of Section 9.04 of the Plan;
(c)I was advised by Olin, and I am aware, of my right to consult with an attorney before signing this Agreement;
(d)I have signed this Agreement knowingly and voluntarily and without any duress or undue influence on the part or behalf of Olin or any of its affiliates;
(e)I acknowledge that in signing this Agreement, I have not relied upon any representation or statement not set forth in this Agreement or the Plan made by Olin or any of its representatives;
(f)I agree that the Plan does not create a contractual guarantee of employment, either implied or expressed; and
(g)I acknowledge that this Agreement sets forth the entire understanding between Olin and me in connection with its subject-matter and supersedes and replaces any express or implied, written or oral, prior agreement of plans or arrangement with respect to the subject matter covered under the Plan which I may have had with Olin or any of its affiliates.
 
Agreed and Acknowledged By:
Employee Signature Employee Printed Name
Date


EX-31.1 4 oln-ex311_2024331xq1.htm SECTION 302 CERTIFICATION STATEMENT OF CEO Document

Exhibit 31.1
 
CERTIFICATIONS
 
I, Kenneth Lane, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Olin Corporation;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:  April 26, 2024 /s/ Kenneth Lane
  Kenneth Lane
  President and Chief Executive Officer



EX-31.2 5 oln-ex312_2024331xq1.htm SECTION 302 CERTIFICATION STATEMENT OF CFO Document

Exhibit 31.2
 
CERTIFICATIONS
 
I, Todd A. Slater, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Olin Corporation;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:  April 26, 2024 /s/ Todd A. Slater
  Todd A. Slater
  Senior Vice President and Chief Financial Officer



EX-32 6 oln-ex32_2024331xq1.htm SECTION 906 CERTIFICATION STATEMENT OF CEO AND CFO Document

Exhibit 32



CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of Olin Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Kenneth Lane, President and Chief Executive Officer and I, Todd A. Slater, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) the Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its Staff upon request.


 
/s/ Kenneth Lane
Kenneth Lane
President and Chief Executive Officer 
Dated: April 26, 2024
 
/s/ Todd A. Slater
Todd A. Slater 
Senior Vice President and Chief Financial Officer 
Dated: April 26, 2024