ARCH CHEMICALS, INC.
SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN
(As amended through February 9, 2005)
Section 1. Purpose. The purposes of the Senior Management Incentive Compensation Plan (the "Plan") are (i) to
compensate certain members of senior management of Arch Chemicals, Inc. (the "Company") on an individual
basis for significant contributions to the Company and its subsidiaries and (ii) to stimulate the efforts of such
members by giving them a direct financial interest in the performance of the Company.
Section 2. Definitions. The following terms utilized in this Plan shall have the following meanings:
"Cash Flow" shall mean for a fiscal year EBITDA less capital and investment spending and plus or minus changes
in working capital (excluding the effect of any reclassifications to/from long-term assets and liabilities, current or
deferred taxes) at the end of such fiscal year.
"Committee" shall mean the Compensation Committee of the Board of Directors of the Company or such other
committee of such Board as such Board may from time to time designate; provided only those members of the
Compensation Committee (or other Committee designated by such Board) who qualify as "Outside Directors" as
defined in Section 162(m) shall constitute members of the Committee for purposes of the Plan.
"Consolidated Net Assets" shall mean for a fiscal year consolidated total assets less consolidated non-interest
bearing liabilities at the end of such fiscal year.
"Earnings Per Share" shall mean for a fiscal year the actual diluted earnings per share at the end of such fiscal year
calculated as the net income available to common stockholders excluding the impact of extraordinary expenses or
losses, losses on sale of businesses, impairment charges and any special charges minus any extraordinary gains,
gains on sale of businesses or sales not in the ordinary course of business divided by the weighted average
number of common stock plus any potential dilutive common stock (such as stoc