1999 Stock Plan For Nonemployee Directors

EXHIBIT 10.13


ARCH CHEMICALS, INC.
1999 STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


1. Purpose. The purpose of the Arch Chemicals, Inc. 1999 Stock Plan for Non-employee Directors is to promote the long-term growth and financial success of Arch Chemicals, Inc. by attracting and retaining non-employee directors of outstanding ability and by promoting a greater identity of interest between its non-employee directors and its shareholders.


2. Definitions. The following capitalized terms utilized herein have the following meanings:


"Annual Director Grant" means the number of phantom shares of Common
Stock, Options and/or Performance Shares to be granted annually to a Non-
employee Director pursuant to Section 6(a), such number shall be fixed by
the Board during 1999 following the Distribution Date and may be adjusted
prospectively by such Board from time to time thereafter.


"Arch Stock Account" means the Stock Account to which phantom shares
of Common Stock are credited from time to time.


"Board" means the Board of Directors of the Company.


"Cash Account" means an account established under the Plan for a Non-
employee Director to which cash meeting fees and retainers have been or are
to be credited in the form of cash.


"Change in Control" means any of the following:


(i) the Company ceases to be, directly or indirectly, owned of
record by at least 1,000 shareholders;


(ii) a person, partnership, joint venture, corporation or other
entity, or two or more of any of the foregoing acting as a "person"
within the meaning of Section 13(d)(3) of the 1934 Act, other than the
Company, a majority-owned subsidiary of the Company or an employee
benefit plan of the Company or such subsidiary (or such plan's related
trust), become(s) the "beneficial owner" (as defined in Rule 13d-3
under the 1934 Act) of 20% or more of the then outstanding voting
stock of the Company;


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(iii) during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board (together with
any new director whose election by the Board or whose nomination for
election by the Company's shareholders was approved by a vote of at
least two-thirds of the directors then still in office who either were
directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any
reason to constitute a majority of the directors then in office;


(iv) all or substantially all of the business of the Company is
disposed of pursuant to a merger, consolidation or other transaction
in which the Company is not the surviving corporation or the Company
combines with another company and is the surviving corporation (unless
the shareholders of the Company immediately following such merger,
consolidation, combination, or other transaction beneficially own,
directly or indirectly, more than 50% of the aggregate voting stock or
other ownership interests of (x) the entity or entities, if any, that
succeed to the business of the Company or (y) the combined company);
or


(v) the shareholders of the Company approve a sale of all or
substantially all of the assets of the Company or a liquidation or
dissolution of the Company.


"Code" means the Internal Revenue Code of 1986, as amended from time
to time.


"Committee" means the Compensation Committee (or its successor) of the
Board.


"Common Stock" means the Company's Common Stock, par value $1.00 per
share.


"Company" means Arch Chemicals, Inc., a Virginia corporation, and any
successor.


"Credit Date" means the first day of each calendar quarter, beginning
with April 1, 1999.


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"Distribution" means the distribution of the shares of the Company by
Olin in a spinoff to Olin's shareholders.


"Distribution Date" means the dividend payment date fixed by the Olin
Board of Directors for the distribution of the shares of Common Stock to
the public shareholders of Olin.


"Excess Retainer" means with respect to a Non-employee Director the
amount of the full annual cash retainer payable to such Non-employee
Director from time to time by the Company for service as a director in
excess of the amount paid in shares of Common Stock, if any, pursuant to
Section 6(b).


"Fair Market Value" means, with respect to a date, on a per share
basis, (i) with respect to Common Stock or phantom shares of Common Stock,
the average of the high and the low price of a share of Common Stock
reported on the consolidated tape of the New York Stock Exchange (or such
other primary exchange on which the Common Stock is traded) ("Exchange") on
such date or if the Exchange is closed on such date, the next succeeding
date on which it is open and (ii) with respect to phantom shares of Olin
Common Stock, the average of the high and the low price of a share of Olin
Common Stock reported on the consolidated tape of the Exchange on such date
or if the Exchange is closed on such date, the next succeeding date on
which it is open.


"Interest Rate" means the rate of interest equal to the Company's
before-tax cost of borrowing as determined from time to time by the Chief
Financial Officer, the Treasurer or the Controller of the Company (or in
the event there is no such borrowing, the Federal Reserve A1/P1 Composite
rate for 90-day commercial paper plus 10 basis points, as determined by any
such officer) or such other rate as determined from time to time by the
Board or the Committee.


"1999 Non-employee Director" means a Non-employee Director who
becomes such on or after the Distribution Date but prior to December 31,
1999, and who was not a non-employee director of Olin.


"1997 Plan" means the 1997 Stock Plan for Non-employee Directors of
Olin Corporation as in effect on the Distribution Date.


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"l934 Act" means the Securities Exchange Act of 1934, as amended from
time to time.


"Non-employee Director" means a member of the Board who is not an
employee of the Company or any subsidiary thereof.


"Olin" means Olin Corporation, a Virginia corporation.


"Olin Common Stock" means shares of common stock of Olin, par value
$1.00 per share.


"Olin Stock Account" means the Stock Account to which phantom shares
of Olin Common Stock are credited from time to time.


"Option" means an option to purchase shares of Common Stock granted
under Section 6(a)(2).


"Performance Shares" means an award of phantom shares or units of
Common Stock contingent upon the achievement of specified performance goals
granted under Section 6(a)(3).


"Plan" means this Arch Chemicals, Inc. 1999 Stock Plan for Non-
employee Directors as amended from time to time.


"Retirement Date" means the date the Non-employee Director ceases to
be a member of the Board for any reason.


"Stock Account" means an account established under the Plan for a Non-
employee Director to which shares of stock have been or are to be credited
in the form of phantom stock, including the Olin Stock Account and the Arch
Stock Account.


3. Term. The Plan shall be effective on the Distribution Date. Once effective, the Plan shall operate and shall remain in effect until terminated as provided in Section 9 hereof.


4. Administration. Full power and authority to construe, interpret and administer the Plan shall be vested in the Committee. Decisions of the Committee shall be final, conclusive and binding upon all parties.


5. Participation. All Non-employee Directors shall participate in the Plan.


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6. Grants and Deferrals.


(a) Annual Award. Each Non-employee Director who is serving as such on January 1 shall be credited with the Annual Director Grant on January 1 of each calendar year beginning not earlier than 2000. In the event a person becomes a Non-employee Director after January 1 of any calendar year beginning with 2000, such Non-employee Director shall not be credited with the Annual Director Grant for such year. By December 31 of each year commencing with 1999, the Board shall determine if the Annual Director Grant to each Non-employee Director for the next following calendar year shall be determined under (1), (2) or (3) below (or any combination thereof).


(1) Stock Grant. Subject to the terms and conditions of the Plan,
----------- the Annual Director Grant may consist of a grant of phantom shares of Common Stock. Actual receipt of shares shall be deferred until the Non-employee Director's Retirement Date unless the Board elects otherwise prior to the actual grant, in which case the shares will be distributed as soon as practicable following their grant unless deferred by a Non-employee Director with the approval of the Board. If the shares are deferred each eligible Non-employee Director shall receive a credit to his or her Arch Stock Account in the amount of such shares as of January 1 of the calendar year for which the award is made. Subject to the approval of the Board, a Non-employee Director may elect in accordance with Section 6(e) to defer to his or her Arch Stock Account receipt of all or any portion of such shares to a date or dates on or following such Non-employee Director's Retirement Date. Except with respect to any shares the director has so deferred, certificates representing such shares shall be delivered to the Non-employee Director (or in the event of death, to his or her beneficiary designated pursuant to Section 6(h)) as soon as practicable following the Retirement Date.


(2) Stock Options. Subject to the terms and conditions of the Plan
------------- and such additional terms and conditions, consistent with the terms of the Plan as the Committee shall determine, the Annual Director Grant may consist of a grant of Options. The exercise price per share of Common Stock of each Option shall be equal to the Fair Market Value of a share of Common Stock on the date of a grant. The term of each Option shall be equal to 10 years from the date of grant (whether or not the grantee continues to be a Non-employee Director for the full term). The Committee shall determine the time or times at which Options may be exercised in whole or in part (but in no e ...