Exhibit 10(j)
AMENDMENT NUMBER ONE (the “ Amendment ”), dated as of November
9, 2007, between OLIN CORPORATION, a Virginia corporation (“ Olin ”), and Bruce
Greer (the “ Executive ”), to the Executive Change in Control Agreement (the “ Executive
Change In Control Agreement ”), dated as of May 2, 2005, between Olin and the
Executive.
WHEREAS Olin and the Executive wish to amend the Employment Severance Agreement in
order to (i) address the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “
Code ”), and (ii) make certain other changes as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants
contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1.
Amendment to Section 1(b). The following clause shall be deemed to have
been inserted into the end of the first sentence of Section 1(b):
“or a willful breach by Executive of Olin’s Code of Business Conduct.”
SECTION 2.
Amendment to Section 1(e)(i). Section 1(e)(i) shall be deemed to have been
deleted and the following clause shall be deemed to have been inserted in its place:
“(i) Executive is discharged by Olin, upon or following a Change in Control, other than for Cause
and other than due to Executive’s death or disability (which will be deemed to occur if Executive becomes eligible
to commence immediate receipt of disability benefits under the terms of Olin’s long-term disability plan); or”
SECTION 3.
Amendment to Section 1(e)(ii)(B). Section 1(e)(ii)(B) shall be deemed to
have been deleted and the following clause shall be deemed to have been inserted in its place:
“(B) Olin reduces Executive’s base salary or fails to increase Executive’s base salary on a basis
consistent (as to frequency and amount) with Olin’s salary system for executive officers as in effect immediately
prior to the Change in Control;”
SECTION 4.
Amendment to Section 1(e)