8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2004

ARCH CHEMICALS, INC.

(Exact name of registrant as specified in its charter)

Virginia	1-14601	06-1526315
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

501 Merritt 7, Norwalk, CT	06851
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (203) 229-2900

(N/A)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Executive Agreements and Change in Control Agreements

On December 31, 2004, Arch Chemicals, Inc. (the “Company”) entered into an Executive Agreement with five of its executive officers (H. Anderson, M. E. Campbell, P. J. Craney, L. S. Massimo and S. A. O’Connor). The new agreements become effective when the previous Executive Agreements in effect terminate and are economically the same as the previous Executive Agreement. The new Executive Agreements provide, among other things, that in the event of a covered termination of employment (which could include, among other things, termination of employment by the Company (other than for cause) and termination at the election of the individual to leave the Company under certain circumstances), the individual will receive a lump sum severance payment from the Company equal to 12 months’ base pay plus the greater of (a) the average incentive compensation award paid by the Company during the three years preceding the termination and (b) the then standard annual incentive compensation award, less any amounts payable under existing severance or disability plans of the Company. In the event that a “Change in Control” of the Company occurs, and there is a covered termination, the individual will receive (i) three times the aforementioned severance payment in lieu of one times and (ii) another payment equal to three times the higher of the individual’s long term incentive target at the time of termination or immediately prior to the Change in Control. Pension credit and insurance coverage would be afforded for the period reflected in the severance payment, and in certain cases, insurance coverage will be extended beyond such period. The agreements also provide for certain outplacement services. A “Change in Control” would occur if the Company ceases to be publicly owned; 20% or more of its voting stock is acquired by others (other than the Company, a subsidiary or a Company employee benefit plan); the incumbent Directors and their designated successors cease over a two-year period to constitute a majority of the Board; all or substantially all of the Company’s business is disposed of in a transaction in which the Company is not the surviving corporation or the Company combines with another company and is the surviving corporation (unless the Company’s shareholders following the transaction own more than 50% of the voting stock or other ownership interest of the surviving entity or combined company); or the shareholders of the Company approve a sale of all or substantially all the Company’s assets or a liquidation or dissolution of the Company. Each agreement provides that the individual agrees to remain in the Company’s employ for six months after a “Potential Change in Control” of the Company has occurred. The agreements provide that payments made thereunder or under any change in control provision of the Company’s compensation or benefit plan which are subject to “excess parachute payment” tax will be increased so that the individual will receive a net payment equal to that which would have been received if such tax did not apply. The agreements provide that such officers not solicit customers or employees for a certain period. The Agreements expire on December 31, 2007. They are automatically extended until the end of a calendar year following the third anniversary of any Potential Change in Control or a Change in Control. Upon any expiration, the agreements automatically renew for one calendar year unless the Company’s Board of Directors (or the Compensation Committee thereof) determines that they should not be extended and no Potential Change in Control or Change in Control occurs after such Board or Committee determination.

A copy of the Executive Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

In addition, the other executive officers of the Company and certain other employees have entered into new Change in Control Agreements. These new agreements replace previous Change in Control Agreements which expired December 31, 2004 and are economically the same as the previous agreements. These agreements provide that upon a Change in Control (as defined above) and subsequent covered termination of the employee’s employment, the employee will be entitled to, among other things, a severance payment equal to the sum of (i) 12 months’ base pay plus (ii) the greater of (a) the average incentive compensation award paid by the Company during the three years preceding the termination and (b) the then standard annual incentive compensation award plus (iii) one times the higher of the individual’s long term incentive target at the time of the Change in Control or immediately prior to the termination, less any amount payable under existing severance plans of the Company. These agreements expire on December 31, 2007. They are automatically extended for one year periods unless the Company’s Board of Directors (or its Compensation Committee) acts not to extend them. A copy of the Change in Control Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Certain 2005 Director Compensation

Effective December 31, 2004, the Board of Directors of the Company adopted resolutions relating to certain non-employee Director Compensation for 2005. Those resolutions provided as follows:

1. Each non-employee Director’s deferred Company stock account under the 1999 Stock Plan for Non-Employee Directors (“Directors Plan”) will be credited with 3,250 phantom shares of the Company’s Common Stock on or about January 3, 2005.

2. Each non-employee Director will receive a $35,000 cash retainer payable on or about January 3, 2005.

3. A chair fee for the chair of the Audit Committee of $15,000 and a chair fee for all other Board Committee chairs of $7,500, each payable on or about January 3, 2005.

The Directors Plan provides that Directors may defer director compensation into a variety of phantom investment vehicles. The 2005 amounts credited to a deferral account under the Directors Plan are paid out in cash at the end of the deferral period.

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

10.1 Form of Executive Agreement

10.2 Form of Change in Control Agreement

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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 hereunto duly authorized.

Date: January 5, 2005

ARCH CHEMICALS, INC.
By:	/s/ Louis S. Massimo
Name:	Louis S. Massimo
Title:	Executive Vice President and
	Chief Financial Officer

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Exhibit Index

Exhibit No.	Description
10.1	Form of Executive Agreement
10.2	Form of Change in Control Agreement

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EX-10.1

EXHIBIT 10.1

FORM OF

EXECUTIVE AGREEMENT

Agreement between Arch Chemicals, Inc., a Virginia corporation (“Arch Chemicals”), and                          (the “Executive”), dated as of                              ,             .

Arch Chemicals and the Executive agree as follows:

1. Definitions.

As used in this Agreement:

(a) “Cause” means the willful and continued failure of the Executive to substantially perform his or her duties; the willful engaging by the Executive in gross misconduct significantly and demonstrably financially injurious to Arch Chemicals; or willful misconduct by the Executive in the course of his or her employment which is a felony or fraud. No act or failure to act on the part of the Executive 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 Arch Chemicals or not opposed to the interests of Arch Chemicals.

(b) “Change in Control” means:

(i) Arch Chemicals 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 Securities Exchange Act of 1934, as amended (the “Act”), other than Arch Chemicals, a majority-owned subsidiary of Arch Chemicals or an employee benefit plan (or the plan’s related trust) of Arch Chemicals or such subsidiary, become(s) the “beneficial owner” (as defined in Rule 13d-3 under such Act) of 20% or more of the then outstanding voting stock of Arch Chemicals;

(iii) During any period of two consecutive years, individuals who at the beginning of such period constitute Arch Chemicals’ Board of Directors (together with any new Director whose election by Arch Chemicals’ Board of Directors or whose nomination for election by Arch Chemicals’ 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 Arch Chemicals is disposed of pursuant to a merger, consolidation or other transaction in which Arch Chemicals

is not the surviving corporation or Arch Chemicals combines with another company and is the surviving corporation (unless the shareholders of Arch Chemicals 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 Arch Chemicals or (y) the combined company) or

(v) Approval by Arch Chemicals’ shareholders of (i) a sale of all or substantially all the assets of Arch Chemicals or (ii) a liquidation or dissolution of Arch Chemicals.

(c) “Disability” means that the Executive has suffered an incapacity due to physical or mental illness which meets the criteria for disability established at the time under Arch Chemicals’ short-term disability plan.

(d) “Executive Severance” means:

(i) twelve months of the Executive’s then current monthly salary (without taking into account any reductions which may have occurred at or after the date of a Change in Control); plus

(ii) an amount equal to the greater of (A) the Executive’s average annual award actually paid under Arch Chemicals’ short-term annual cash incentive compensation plans or programs (“ICP”) (including zero if nothing was paid or deferred but including any portion thereof the Executive has elected to defer) for the three completed fiscal years immediately preceding the date of Termination (or if the Executive has not participated in ICP for such three completed fiscal years, the average of any such awards for the shorter period of years in which the Executive was a participant) and (B) the Executive’s then current ICP standard annual award.

(e) “Potential Change in Control” means:

(i) Arch Chemicals has entered into an agreement the consummation of which would result in a Change in Control;

(ii) any person (including Arch Chemicals) publicly announces an intention to take or to consider taking actions which if consummated would constitute a Change in Control;

(iii) Arch Chemicals learns that any person (other than an employee benefit plan of Arch Chemicals or a subsidiary of Arch Chemicals (or the plan’s related trust)) has become the beneficial owner directly or indirectly of securities of Arch Chemicals representing 9.5% or more of the combined voting power of Arch Chemicals’ then outstanding securities ordinarily entitled to vote in elections of directors; or

(iv) the Board of Directors of Arch Chemicals adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control of Arch Chemicals has occurred;

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provided, if an event specified in clause (iii) above has occurred by or on the date hereof, such event shall not be deemed a Potential Change in Control unless such person acquires another 1% of such securities subsequent to the date hereof.

(f) “Termination” means:

(i) The Executive is discharged by Arch Chemicals other than for Cause;

(ii) The Executive terminates his or her employment in the event that:

(1) Arch Chemicals requires the Executive to relocate the Executive’s then office to an area which is not within reasonable commuting distance, on a daily basis, from the Executive’s then residence, except that prior to a Change in Control a requirement to relocate the Executive’s office to Arch Chemicals’ corporate headquarters is not a basis for Termination;

(2) Arch Chemicals reduces the Executive’s base salary or fails to increase the Executive’s base salary on a basis consistent (as to frequency and amount) with Arch Chemicals’ exempt salary system as then in effect or, in the event of a Change in Control, as in effect immediately prior to the Change in Control;

(3) Arch Chemicals fails to continue the Executive’s participation in its benefit plans (including incentive compensation and stock options) on substantially the same basis, both in terms of the amount of the benefits provided (other than due to Arch Chemicals’ or a relevant operation’s financial or stock price performance provided such performance is a relevant criterion under such plan) and the level of the Executive’s participation relative to other participants as exists on the date hereof; 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 Executive shall be compared shall be the average benefit awarded to the Executive under the relevant plan during the three completed fiscal years immediately preceding the date of Termination;

(4) The Executive suffers a Disability which prevents the Executive from performing the Executive’s duties with Arch Chemicals for a period of at least 180 consecutive days;

(5) Following a Change in Control, Arch Chemicals fails to substantially maintain its benefit plans as in effect at the time of the Change in Control, unless reasonably equivalent arrangements (embodied in an on-going substitute or alternative plan) have been made with respect to such plans; or

(6) Following a Change in Control, the Executive’s duties, position or reporting responsibilities are diminished.

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For purposes solely of clarification, it is understood that (i) if, in connection with the spinoff of an Arch Chemicals business or Arch Chemicals’ assets as a separate public company to Arch Chemicals’ shareholders, the Executive accepts employment with, and becomes employed at, the spunoff company or its affiliates, the termination of the Executive’s employment with Arch Chemicals shall not be considered a “Termination” for purposes of this Agreement, provided that a Change in Control shall not have occurred prior to the termination of the Executive’s employment with Arch Chemicals and (ii) except as provided in paragraph 4(f), in connection with the sale of an Arch Chemicals business to a third party or the transfer or sale of an Arch Chemicals business or Arch Chemicals’ assets to a joint venture to be owned directly or indirectly by Arch Chemicals with one or more third parties, if the Executive accepts employment with, and becomes employed by, such buyer or its affiliates or such joint venture or its affiliates in connection with such transaction, such cessation of employment with Arch Chemicals shall not be considered a “Termination” for purposes of this Agreement.

2. Previous Change in Control Agreement; Effectiveness of this Agreement. This Agreement shall become effective immediately upon the expiration of the current Executive Agreement dated                     ,              between Arch Chemicals and the Executive. Once this Agreement becomes effective, (i) this Agreement supersedes and replaces such earlier Executive Agreement and (ii) the Executive hereby releases and forever discharges Arch Chemicals and its affiliates from any and all obligations or claims the Executive may have with respect to such prior Executive Agreement and waives any obligations or rights Executive may have accrued under such prior Executive Agreement, including obligations which may arise under any circumstances, occurring prior to the date this Agreement became effective.¹

3. Term/Executive’s Duties.

(a) The term of this Agreement shall expire at the end of December 31, 2007 (subject to extension and renewal as provided herein). If during the term of this Agreement (including any term resulting from any extension or renewal whatsoever) a Potential Change in Control or Change in Control occurs, the then applicable term shall be extended to the later of (i) the end of the calendar year of the third anniversary of the date on which any Potential Change in Control occurs and (ii) the end of the calendar year of the third anniversary of the date on which any Change in Control occurs. At the end of each term of this Agreement (including any term resulting from any extension or renewal whatsoever) the then applicable term shall be automatically renewed for a successive one year term unless and until the Board of Directors of Arch Chemicals (or the Compensation Committee thereof) adopts a resolution prior to the end of the then applicable term that states this Agreement shall not be renewed for such one year period, in which case this Agreement shall expire at the end of the then applicable term provided no subsequent Potential Change in Control or Change in Control occurs. No expiration of this Agreement will affect any of the Executive’s rights resulting from a Termination prior to such expiration. In the event of the Executive’s death while employed by Arch Chemicals, this Agreement shall terminate

¹ If Executive had a previous Tier II Agreement, revise this paragraph accordingly. If Executive did not have a previous Tier I or Tier II Agreement, delete this paragraph and replace with “This paragraph intentionally left blank.”

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and be of no further force or effect on the date of his or her death; provided that the Executive’s death will not affect any of the Executive’s rights resulting from a Termination prior to death.

(b) During the period of the Executive’s employment by Arch Chemicals, the Executive shall devote his or her full time efforts during normal business hours to Arch Chemicals’ business and affairs, except during reasonable vacation periods and periods of illness or incapacity. Nothing in this Agreement will preclude the Executive from devoting reasonable periods required for service as a director or a member of any organization involving no conflict of interest with Arch Chemicals’ interest; provided that no additional position as director or member shall be accepted by the Executive during the period of his or her employment with Arch Chemicals without its prior consent.

(c) The Executive agrees that in the event of any Potential Change in Control of Arch Chemicals occurring from time to time after the date hereof, the Executive will remain in the employ of Arch Chemicals until the earlier of (i) the end of the six month period following the occurrence of such Potential Change in Control and (ii) a Change in Control.

4. Executive Severance Payment.

(a) In the event of a Termination occurring before the expiration of this Agreement, Arch Chemicals will pay the Executive a lump sum in an amount equal to the Executive Severance. The payment will be made within 30 days of the Termination or if a Change in Control has occurred, within 10 days of the Termination.

(b) In the event of a Termination after a Change in Control has occurred, in addition to the Executive Severance paid under paragraph 4(a) above, Arch Chemicals will pay a Change in Control severance premium to the Executive in an amount equal to the sum of: (i) two times the Executive Severance plus (ii) three times the higher of (x) Executive’s annual long term incentive target as last determined by the Arch Chemicals’ Board of Directors (or committee thereof) prior to the Change in Control and (y) the Executive’s annual long term incentive target as in effect immediately prior to the Termination. The Change in Control severance premium, if it becomes due, will be made within 10 days of the Termination.

(c) The amount due under paragraph 4(a) and 4(b), if any, will be reduced to the extent that, if such amount in the aggregate were paid in equal monthly installments over a 12-month period (or in the event both paragraph 4(a) and 4(b) are applicable, a 36-month period), no installment would be paid after the Executive’s sixty-fifth birthday.

(d) The Executive will not be required to mitigate the amount of any payment provided for in paragraph 4(a) or 4(b) by seeking other employment or otherwise, nor shall any compensation received by the Executive from a third party reduce such payment except as explicitly provided in this Agreement. Except as may otherwise be expressly provided herein, nothing in this Agreement will be deemed to reduce or limit the rights which the Executive may have under any employee benefit plan, policy or arrangement of Arch Chemicals. Except as expressly provided in this Agreement, payments made under paragraphs 4 or 5(e) shall not be affected by any set-off, counterclaim, recoupment, defense or other claim which Arch Chemicals may have against the Executive.

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(e) If the Executive receives the Executive Severance, the Executive will not be entitled to receive any other severance otherwise payable to the Executive under any other severance plan of Arch Chemicals. If on the Termination date the Executive is eligible and is receiving payments under any then existing Arch Chemicals disability plan, then the Executive agrees that all such payments may, and will be, suspended and offset for 12 months (or in the event paragraph 4(b) is also applicable, 36 months) (subject to applicable law) following the Termination date. If after such period the Executive remains eligible to receive disability payments, then such payments shall resume in the amounts and in accordance with the provisions of the applicable Arch Chemicals disability plan.

(f) In the event the Executive, in connection with the sale of an Arch Chemicals business to a third party or the transfer of an Arch Chemicals business or Arch Chemicals assets to a joint venture which would be owned directly or indirectly by Arch Chemicals with one or more third parties, ceases to be employed by Arch Chemicals and with Arch Chemicals’ consent becomes employed by the buyer or its affiliates or the joint venture or its affiliates, the Executive shall be entitled to the benefits provided under paragraph 4(a) (using Arch Chemicals figures at the time of new employment) (subject to paragraphs 4(c), 4(d) and 4(e)) and the first sentence of paragraph 5(a) (subject to paragraph 5(c)), and paragraph 5(d), if the Executive has a Termination as defined in paragraph 1(f) with his or her new employer (with the new employer being substituted for Arch Chemicals in such paragraph 1(f) and without giving any effect to the Change in Control references contained therein following such new employment) within 12 months of becoming employed by such new employer. Any cash compensation amounts paid under this paragraph 4(f) shall be reduced by any severance, job transition or employment termination payments such Executive receives in cash from his or her new employer in connection with the Termination. In connection with this paragraph 5(f), in no event shall the Change in Control provisions of this Agreement be applicable once Executive ceases to be employed by Arch Chemicals.

(g) If the Termination occurs prior to a Change in Control, no Executive Severance and, except for payments and benefits that the Employee is legally entitled to by employment or labor law in the absence of this Agreement, no other benefits and payments pursuant to paragraph 5 below, will be paid or credited to the Executive unless and until the Executive shall have executed and delivered to Arch Chemicals a release substantially in the form of Exhibit A hereto and the seven day period referred to in Exhibit A shall have elapsed without revocation. Whether the release is “substantially” in such form shall be determined by Arch Chemicals in its sole discretion. If the Termination occurs at or following a Change in Control, no such release shall be required.

5. Other Benefits.

(a) If the Executive becomes entitled to payment under paragraph 4(a), the Executive will receive 12 months service credit under all Arch Chemicals Pension Plans for which the Executive was eligible at the time of the Termination (i.e., under Arch Chemicals’ qualified Pension Plans to the extent permitted under then applicable law, otherwise such credit will be reflected in a supplementary pension payment from Arch Chemicals to be due

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at the times and in the manner payments are due the Executive under such qualified pension plans), and for 12 months from the date of the Termination the Executive (including covered dependents) will continue to enjoy coverage on the same basis as a similarly situated active employee under all Arch Chemicals medical, dental, and life insurance plans to the extent the Executive was enjoying such coverage immediately prior to the Termination. The Executive’s entitlement to insurance coverage under the Consolidated Omnibus Budget Reconciliation Act would commence at the end of the period during which insurance coverage is provided under this Agreement without offset for coverage provided hereunder. The Executive shall accrue no vacation during the 12 months following the date of Termination but shall be entitled to payment for accrued and unused vacation for the calendar year in which the Termination occurs. If no Change in Control has occurred at or prior to Termination, the Executive shall not be entitled to an ICP award for the calendar year in which Termination occurs. Even if a Change in Control occurs at or prior to Termination, the Executive shall not be entitled to an ICP award for the calendar year of Termination if Termination occurs during the first calendar quarter of such year. However, if a Change in Control occurs and at the same time or thereafter if Termination occurs during or after the second calendar quarter of a year (and even if the Executive receives the Executive Severance (including the amount referred to in paragraph 1(d)(ii)), the Executive shall be entitled to a prorated ICP award for such calendar year of Termination which shall be determined by multiplying the higher of (i) his or her then current ICP standard and (ii) his or her ICP standard in effect prior to the Change in Control, by a fraction the numerator of which is the number of weeks in such calendar year prior to the Termination and the denominator of which is 52. The Executive shall accrue no ICP award following the date of Termination. The accrued vacation pay and ICP award, if any, shall be paid in a lump sum when the Executive Severance is paid.

(b) If the Executive becomes entitled to payment under paragraph 4(b), the pension credit and insurance coverage provided for in paragraph 5(a) will be for an additional 24-month period beyond the period provided in paragraph 5(a).

(c) Notwithstanding the foregoing paragraphs 5(a) and 5(b), no such service credit or insurance coverage will be afforded by this Agreement with respect to any period after the Executive’s sixty-fifth birthday.

(d) In the event of a Termination, the Executive will be entitled at Arch Chemicals’ expense to outplacement counseling and associated services in accordance with Arch Chemicals’ customary practice at the time (or, if a Change in Control shall have occurred, in accordance with such practice immediately prior thereto) with respect to its senior executives who have been terminated other than for Cause. It is understood that the counseling and services contemplated by this paragraph 5(d) are intended to facilitate the obtaining by the Executive of other employment following a Termination, and payments or benefits by Arch Chemicals in lieu thereof will not be available to the Executive.

(e) Notwithstanding the provisions of Section 4.6 of the Arch Senior Executive Pension Plan (the “Senior Plan”), if the Executive is in active employment with Arch Chemicals at the date of a Change in Control but has not attained age 55 at such date, the Executive shall (if then a Participant in the Senior Plan) nevertheless automatically be paid the lump-sum amount called for by such Section 4.6, except that such lump-sum amount

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will be calculated first, by calculating the sum equal to the annual benefit which would otherwise be payable to the Executive at age 65 under all Arch Chemicals pension plans assuming the Executive had terminated his or her employment with Arch Chemicals on the date of the Change in Control, second, by multiplying such sum by 72%, which is the current percentage applicable in the calculation of benefits paid to employees retiring from active service with Arch Chemicals at age 55 under the early retirement provisions of the Arch Chemicals Employees Pension Plan, third, by determining the then lump-sum actuarial value of the product resulting from the second step, and fourth, by deducting from such lump-sum actuarial value the then lump-sum actuarial value of the Executive’s accrued annual benefits under all other Arch Chemicals pension plans. The actuarial value shall be determined as the amount needed to purchase a fixed annuity through Metropolitan Life Insurance Company (“Metropolitan”) or its successor immediately prior to the Change in Control. In the event such annuity is not available through Metropolitan, then Prudential Insurance Company or an insurance company with comparable rating by A.M. Best & Company shall be substituted for Metropolitan. The lump-sum payment made under the Senior Plan as calculated under this paragraph 5(e) will be used to reduce any other payments under the Senior Plan which may become due to the Executive thereafter. The purpose of this paragraph 5(e) is to ensure that an Executive who is less than age 55 at the time of the Change in Control receives a lump-sum payment which when combined with the value of the Executive’s pension benefits from all other Arch Chemicals pension plans preserves the 72% age 55, subsidized early retirement factor, rather than the actuarial reduction. Such lump-sum payment shall be discounted by the same interest rate used by the insurance company to determine the actuarial value to provide for the deferral of the benefit until the Executive reaches age 55.

(f) If the Executive becomes entitled to the payment under paragraph 4(b), at the end of the period for insurance coverage provided in accordance with paragraph 5(b), the Executive shall be entitled to continue in Arch Chemicals’ medical and dental coverage (including dependent coverage) on terms and conditions no less favorable to the Executive as in effect prior to the Change in Control for the Executive until the Executive reaches age 65; provided that if the Executive obtains other employment which offers medical or dental coverage to the Executive and his or her dependents, the Executive shall enroll in such medical or dental coverage, as the case may be, and the corresponding coverage provided to the Executive hereunder shall be secondary coverage to the coverage provided by the Executive’s new employer so long as such employer provides the Executive with such coverage.

(g) If there is a Change in Control, Arch Chemicals shall not reduce or diminish the insurance coverage or benefits which are provided to the Executive under paragraph 5(a), 5(b) or 5(f) during the period the Executive is entitled to such coverage; provided the Executive makes the premium payments required by active employees generally for such coverage, if any, under the terms and conditions of coverage applicable to the Executive. Following a Change in Control, incentive compensation plans in which the Executive participates shall contain reasonable financial performance measures and shall be consistent with practice prior to the Change in Control.

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6. Participation in Change in Control/Section 4999 of Internal Revenue Code.

(a) In the event that the Executive 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 (“acquisition”) which would result in an event described in paragraph 1(b)(i) or (ii), the Executive must promptly disclose such participation or agreement to Arch Chemicals. If the Executive so participates or agrees to participate, no payments due under this Agreement or by virtue of any Change in Control provisions contained in any compensation or benefit plan of Arch Chemicals will be paid to the Executive until the acquiring group in which the Executive participates or agrees to participate has completed the acquisition. In the event the Executive so participates or agrees to participate and fails to disclose his or her participation or agreement, the Executive will not be entitled to any payments under this Agreement or by virtue of Change in Control provisions in any Arch Chemicals compensation or benefit plan, notwithstanding any of the terms hereof or thereof.

(b) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Arch Chemicals to or for the benefit of the Executive (whether paid or payable or distributed or distributable) pursuant to the terms of this Agreement or otherwise (collectively, the “Payments”) but determined without regard to any additional payments required under this paragraph 6(b), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, the Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount equal to (i) the amount of the excise tax imposed on the Executive in respect of the Payments (the “Excise Tax”) plus (ii) all federal, state and local income, employment and excise taxes (including any interest or penalties imposed with respect to such taxes) imposed on the Executive in respect of the Gross-Up Payment, such that after payments of all such taxes (including any applicable interest or penalties) on the Gross-Up Payment, the Executive retains a portion of the Gross-Up Payment equal to the Excise Tax.

7. Successors; Binding Agreement.

(a) Arch Chemicals will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of Arch Chemicals, by agreement, in form and substance satisfactory to the Executive, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that Arch Chemicals would be required to perform if no such succession had taken place. Failure of Arch Chemicals to obtain such assumption and agreement prior to the effectiveness of any such succession will be a breach of this Agreement and entitle the Executive to compensation from Arch Chemicals in the same amount and on the same terms as the Executive would be entitled to hereunder had a Termination occurred on the succession date. As used in this Agreement, “Arch Chemicals” means Arch Chemicals as defined in the preamble to this Agreement and any successor to its business or assets which executes and delivers the agreement provided for in this paragraph 7 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law or otherwise.

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(b) This Agreement shall be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

8. Notices. For the purpose of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to the Executive:
If to the Company:	Arch Chemicals, Inc.
	501 Merritt 7
	P.O. Box 5204
	Norwalk, CT 06856-5204
	Attention: Corporate Secretary

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

9. Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Connecticut (without giving effect to its conflicts of law).

10. Miscellaneous. No provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the Executive and Arch Chemicals. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Agreement. This Agreement, including its exhibits, constitutes the complete understanding between the parties with respect to the subject matter hereof except as otherwise provided in this paragraph 10 or paragraph 16(e). This Agreement shall remain a valid and enforceable contract between the parties notwithstanding any voluntary, for Cause or other employment termination. The Executive acknowledges that the Employment Agreement relating to Intellectual Property which the Executive signed and is attached as Exhibit B shall continue to remain in effect in accordance with its terms.

11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement.

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12. Withholding of Taxes. Arch Chemicals may withhold from any benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

13. Non-assignability. This Agreement is personal in nature and neither of the parties hereto shall, without the written consent of the other, assign or transfer this Agreement or any rights or obligations hereunder, except as provided in paragraph 7 above. Without limiting the foregoing, the Executive’s right to receive payments hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, other than a transfer by his or her will or by the laws of descent or distribution, and, in the event of any attempted assignment or transfer by the Executive contrary to this paragraph, Arch Chemicals shall have no liability to pay any amount so attempted to be assigned or transferred.

14. No Employment Right. This Agreement shall not be deemed to confer on the Executive a right to continued employment with Arch Chemicals or any of its subsidiaries.

15. Disputes/Arbitration.

(a) Except with respect to enforcement by Arch Chemicals of Paragraph 16 or other legal action by Arch Chemicals for breach by the Executive of paragraph 16, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration at Arch Chemicals’ corporate headquarters in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

(b) Arch Chemicals shall pay all reasonable legal fees and expenses, as they become due, which the Executive may incur to enforce this Agreement through arbitration or otherwise unless the arbitrator determines that Executive had no reasonable basis for his or her claim. Should Arch Chemicals dispute the entitlement of the Executive to such fees and expenses, the burden of proof shall be on Arch Chemicals to establish that the Executive had no reasonable basis for his or her claim.

16. Nonsolicitation.

(a) Executive agrees that while employed by Arch Chemicals and for one year immediately following the cessation of Executive’s employment with Arch Chemicals for any reason (whether voluntary or otherwise), Executive shall:

(i) not, in any way, directly or indirectly, on Executive’s own behalf or on behalf of or in conjunction with any person, company, business, partnership, enterprise or organization solicit, entice, hire, employ or endeavor to employ any of the employees of Arch Chemicals (but excluding former employees who are not so solicited, enticed or hired prior to such former employee’s employment termination); and

(ii) not, directly or indirectly, contact or solicit (or advise or consult for any person, organization, partnership, business, company or enterprise with respect to soliciting or contacting) any person or entity who was a customer of Arch

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Chemicals at any time in the twenty-four (24) month period prior to the Executive’s cessation of employment or any potential customer of Arch Chemicals who was specifically targeted for solicitation by Arch Chemicals at any time during such 24-month period (such customer and potential customer being an “Arch Customer”), for the purpose of diverting such customer from Arch Chemicals with respect to, or for the purpose of recommending, selling or providing any product or service similar to or competing with, any product or service that (A) is offered by Arch Chemicals at time of employment termination and (B) the Executive was engaged in managing, marketing, selling or manufacturing at any time during his or her employment with Arch Chemicals or Olin Corporation (together with subsidiaries of Olin Corporation, being collectively “Olin”); provided further that this clause (ii) shall also apply to (x) those Arch Customers with whom the Executive met or contacted at any time prior to employment termination for the express purpose of establishing, soliciting or maintaining a customer relationship with Arch Chemicals or Olin and (y) any product or service that is offered by Arch Chemicals at the time of employment termination and that was or was to be the basis of such customer relationship.

(b) The parties have carefully read this Agreement and have given and do now give careful consideration to the restraints imposed upon Executive by this Agreement and are in full accord as to their necessity for the reasonable and proper protection of Arch Chemicals’ businesses. Executive acknowledges and agrees that (i) each and every restraint imposed by this Agreement is reasonable with respect to subject matter, duration and geographic area and (ii) that his or her services to Arch Chemicals are unique and special and that the Executive has knowledge of Arch Chemicals’ trade secrets, customer base and other confidential information of Arch Chemicals and the Executive hereby agrees he or she will not assert anything to the contrary in any court, hearing, arbitration, mediation or other legal forum. Executive further acknowledges and agrees that the restrictions contained in this Agreement will not prevent Executive from earning a living within his or her trade or specialty. The restraints imposed by this Agreement shall continue for their full periods and throughout the geographic areas set forth in this Agreement except as provided in paragraph 17 below.

(c) If the Executive shall violate or attempt to violate any of the provisions of this paragraph 16, then Arch Chemicals shall be entitled, as of right, to an injunction and/or other equitable relief against Executive, restraining Executive from violating or attempting to violate any of these provisions. The parties further agree that this provision does not limit any other remedies that may be available to Arch Chemicals for breach of this paragraph 16 by Executive.

(d) The Executive acknowledges that, because of the competitive nature of Arch Chemicals’ businesses and Arch Chemicals’ repeat transactions with many customers, the development and enhancement of customer relationships, contacts and goodwill are critical factors in ensuring Arch Chemicals’ survival and success and that such customer relationships, contacts and goodwill constitute valuable assets belonging to Arch Chemicals, whether or not such assets are produced by the Executive’s own efforts. Executive further acknowledges that directly or indirectly soliciting Arch Chemicals’ customers for a competitor of Arch Chemicals would inevitably result in disclosure of trade secrets and confidential information belonging to Arch Chemicals, thus irreparably harming Arch Chemicals.

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(e) The provisions contained in this Paragraph 16 are in addition to, and supplement, any other nonsolicitation or noncompete agreements to which the Executive may be a party involving Arch Chemicals and do not supersede, amend or limit any such prior agreements. The Executive acknowledges and agrees that any prior noncompetition agreement between the Executive and Olin has been assigned to Arch Chemicals and is effective as if originally entered into with Arch Chemicals instead of Olin.

(f) For purposes of this paragraph 16, “Arch Chemicals” means Arch Chemicals including its subsidiaries.

17. Severability. The parties have entered into this Agreement in the belief that its provisions are valid, reasonable, and enforceable. However, if any one or more of the provisions contained in this Agreement shall be held to be unenforceable for any reason, such unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such unenforceable provision had never been contained herein. However, if any one or more of the provisions contained in paragraph 16 hereof shall for any reason be held to be excessively broad as to time, duration, geographic scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the day and year first above set forth.

ARCH CHEMICALS, INC.

By:

Name:

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Exhibit A

Form of Release

1. In return for the payments and benefits provided by Arch Chemicals, Inc. (the “Company”) under the Executive Agreement, dated             ,          (the “Executive Agreement”) between the undersigned and the Company, the undersigned agrees not to bring or to participate in any legal proceedings against the Company, its subsidiaries or successors or the officers, agents, representatives or executives of the Company or its subsidiaries or their respective successors (collectively “Releasees”) which the undersigned may have or claim to have as a result of the undersigned’s employment which arise out of or relate to acts or conduct or omissions which occurred prior to the execution of this release. For purposes of the preceding sentence, “participation” does not include participating in legal proceedings under compulsion of legal process.

2. The undersigned releases and forever discharges each of the Releasees from any and all claims or causes of action of any kind, known or unknown, including claims of discrimination based on age under the federal Age Discrimination in Employment Act, as amended, or under any related state, federal or local law, ordinance or regulation; or claims or causes of action under Title VII of the Civil Rights Act, as amended, or under any related federal, state or local law, ordinance or regulation; or discrimination claims or causes of action under the American with Disabilities Act or under any related federal, state or local law, ordinance or regulation; any claims under the Family and Medical Leave Act or any related state or local law, ordinance or regulation, or based upon any other factor prohibited by federal, state or local law, ordinance or regulation; any claims for wages, incentive pay, bonuses or other compensation or for benefits of any kind (exclusive of accrued but unpaid wages and vacation pay as of the date of employment termination, any compensation deferred under the Employee Deferral Plan, qualified and non-qualified pension and savings plan benefits and any rights with respect to outstanding and exercisable stock options, vested performance share units or similar outstanding and vested stock-based awards granted under the Company’s incentive stock plan (which stock-based awards are the subject of other arrangements and plan provisions), any payments or benefits to which the undersigned is entitled under the Executive Agreement) or claims under the Employee Retirement Income Security Act; any claims for attorney’s fees, costs or expenses; and any other statutory or common law claims, including but not limited to any claims for wrongful discharge, for negligent and/or intentional infliction of “emotional distress” or any other tort claim, any claim for breach of any implied or express contract, libel, slander, promissory or equitable estoppel, breach of an implied covenant of good faith and fair dealing, fraud or misrepresentation. In addition, the undersigned further agrees that except as may be required by court order or subpoena or federal law or regulations, the undersigned will not in any way, directly or indirectly, assist any individual or entity in bringing or prosecuting any lawsuit against the Releasees.

3. The undersigned acknowledges that the consideration the undersigned has received from the Company under the Executive Agreement fully satisfies any and all claims he or she may now have or previously had with respect to his or her employment with or separation from the Company and any of its subsidiaries, including, without limitation, Job Transition Benefits.

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4. It is understood, however, that the undersigned’s agreement not to bring a cause of action against the Company does not include any action alleging a breach of the Executive Agreement by the Company and that nothing herein shall prevent the undersigned from bringing a claim for indemnification as a Company officer under Article IV of the Company’s Amended and Restated Articles of Incorporation at any time as provided therein and in accordance therewith.

5. The undersigned understands that the Employment Agreement Relating to Intellectual Property with the Company, which the undersigned signed and is attached hereto as Attachment A, shall continue to remain in effect according to its terms.

6. Moreover, the undersigned agrees that should he or she breach this release in any manner, including but not limited to by bringing or participating in a legal proceeding or legal cause of action against the Releasees, contrary to the terms hereof, the undersigned will return to the Company any and all payments which the undersigned received under the Executive Agreement, with the exception of any benefits to which the undersigned was legally entitled by law, in the absence of the Executive Agreement.

7. The undersigned understands that the Company does not acknowledge or admit that it has violated any of the undersigned’s rights under any federal, state or local law or ordinance or that it has violated any contractual or other legal obligations. Nothing in this release, nor the fact that the Company has entered this release, shall be construed as an admission of liability or wrongdoing by the Company, which liability or wrongdoing is expressly denied.

8. The undersigned is hereby advised to consult with an attorney of his or her choice and the undersigned agrees that he or she has been afforded a period of at least twenty-one (21) days to consider the terms of this release with such attorney or with anyone else whom the Employee chooses to consult, that the undersigned understands he or she has seven (7) days from the date of signing this release in which to revoke it and that this release shall not become effective or enforceable until this revocation period has expired.

9. Finally, the undersigned acknowledges that he or she is fully competent to enter this release that he or she has carefully read and fully understands all of the provisions of this release and the Executive Agreement and that he or she has knowingly and voluntarily executed this release and the Executive Agreement without any pressure or duress in exchange for full and sufficient consideration for which he or she otherwise would not normally be entitled.

Dated:
	Name:

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EX-10.2

EXHIBIT 10.2

FORM OF CHANGE IN CONTROL AGREEMENT

(Tier II Agreement)

                                     ,             

«FirstName» «LastName»

«Address1»

«City» «State» «PostalCode»

Dear «FirstName»:

1. This agreement shall be binding immediately upon its execution and delivery, but it shall not be operative unless and until there has been a Change in Control (as defined below) of Arch Chemicals, Inc. (the “Company”), except as provided in Paragraph 6(a) hereof. In the event that this agreement shall not have become operative during its Term (as defined below), it shall not thereafter become operative or be of any force or effect.

2. For purposes of this agreement, the following definitions apply:

(a) “Change in Control” means:

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

(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 Securities Exchange Act of 1934, as amended (the “Act”), other than the Company, a majority-owned subsidiary of the Company or an employee benefit plan (or the plan’s related trust) of the Company or such subsidiary, become(s) the “beneficial owner” (as defined in Rule 13d-3 under such Act) of 20% or more of the then outstanding voting stock of the Company;

(iii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Company’s Board of Directors (together with any new Director whose election by the Company’s Board of Directors or whose nomination for election by the

Company’s stockholders 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) approval by the Company’s shareholders of (x) a sale of all or substantially all the assets of the Company or (y) a liquidation or dissolution of the Company.

(b) “Cause” means your willful and continued failure to substantially perform your duties; your willful engaging in gross misconduct significantly and demonstrably financially injurious to the Company; or your willful misconduct in the course of your employment which is a felony or fraud. No act or failure to act on your part 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 the Company or not opposed to the interests of the Company.

(c) “Company” includes, except for purposes of paragraph 2(a)(iv) above, a successor of Arch Chemicals, Inc. (whether direct or indirect) by acquisition of all or substantially all of its assets, merger or consolidation.

(d) “Term” shall mean the period from the date hereof through December 31, 2007; provided the end of each Term (including any extended or renewal terms) shall be extended automatically for successive one year periods unless and until the Board of Directors of Arch Chemicals (or the Compensation Committee

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thereof) adopts prior to the end of the then applicable Term (including any extended or renewal term) a resolution stating that such then applicable term shall not be extended or renewed; provided further, notwithstanding the foregoing, if a Change in Control occurs during any Term, the Term of this Agreement shall be extended to the second anniversary of the date of such Change in Control if the then applicable Term is set to expire prior to such anniversary and upon such anniversary automatic one-year renewal terms shall begin again unless and until the Board of Directors of Arch Chemicals (or the Compensation Committee thereof) acts otherwise as aforesaid.

(e) “Termination” means if:

(i) Within 18 months following a Change in Control, you are discharged by the Company (or any of its subsidiaries) other than for Cause; or

(ii) You terminate your employment within 24 months following a Change in Control in the event that:

(1) the Company requires you to relocate your then office to an area which is not within reasonable commuting distance, on a daily basis, from your then residence, except the requirement to relocate your office to the Company’s corporate headquarters wherever located prior to the Change in Control, is not a basis for Termination if (a) in the transfer, the Company reimburses you fully for all your relocation costs consistent with its past practice in effect prior to a Change in Control and (b) you are not age 55 or older with at least ten years of creditable service under a Company retirement plan either prior to the Change in Control or at the time of the required relocation;

(2) the Company reduces your base salary or fails to increase your base salary on a basis consistent (as to frequency and amount) with the Company’s exempt salary system as in effect immediately prior to the Change in Control;

(3) the Company fails to continue your participation in its benefit plans (including incentive compensation

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and stock options) on substantially the same basis, both in terms of the amount of the benefits provided (other than due to the Company’s or a relevant operation’s financial or stock price performance provided such performance is a relevant criterion under such plan) and the level of your participation relative to other participants as exists on the date hereof; provided that, with respect to annual and long term incentive compensation plans, the basis with which your amount of benefits and level of participation shall be compared shall be the average benefit awarded to you under the relevant plan during the three years immediately preceding the date of Termination; or

(4) your duties, position or reporting responsibilities are diminished.

3.      (a)   In the event of a Termination, the Company will pay you a cash amount (“Special Severance”) equal to the sum of:

(i) 12 months salary at the higher of your base rate of salary in effect at the Company (or any subsidiary thereof) immediately prior to the Change in Control or on the date of Termination; plus

(ii) an amount equal to the greater of (a) the average of your bonus awards actually paid under the Company’s annual cash incentive compensation plans or programs for the three calendar years immediately preceding the year in which Termination occurs (including zero if you participated in such plans or programs for the particular year but nothing was paid ) or (b) your standard annual cash incentive award for the year in which Termination occurs; plus

(iii) an amount equal to the higher of (x) your annual long-term incentive target as last in effect prior to the Change in Control and (y) your annual long-term incentive target as in effect immediately prior to the Termination.

For the purposes of clause 3(a)(ii)(a), (A) any bonus amounts deferred to the Employee Deferral Plan for a particular bonus

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year shall be deemed to have been actually paid and not deferred, and (B) if you did not participate for such three year period in such plans or programs, the average shall be of the two full calendar years in which you did participate or in the case of one calendar year of participation, the amount for such one year.

(b) During the 12-month period following your Termination, you and your dependents shall continue to be entitled to coverage under the medical and dental insurance plans of the Company, and you shall continue to be entitled to coverage under the life insurance plans (other than travel/accident) of the Company, in which you participated prior to Termination on a basis no less favorable than in effect immediately prior to the Change in Control.

(c) Payment of Special Severance will be made to you (i) over a twelve month period in equal monthly installments commencing with the first day of the month following the month in which your Termination occurs or (ii) at your election, within 30 days of the date of your Termination in a lump sum equal to the sum of the monthly payments referred to in clause (i) (“Annual Sum”) less an amount equal to the Annual Sum multiplied by the six-month U.S. Treasury bill rate in effect on the date of Termination; provided, however, the amount of the Special Severance paid hereunder shall be applied to reduce whatever cash severance payments, if any, to which you are entitled under the applicable severance policy of the Company or under any special severance arrangements which may have been entered into by you with the Company with respect to termination of your employment with the Company. The payment(s) of the Special Severance will be reduced by any applicable, required withholding taxes.

(d) Nothing in this Agreement shall be deemed to limit any provision of the Company’s 1999 Long Term Incentive Plan, or other employee benefit or incentive compensation plan of the Company which may apply in the event of a Change in Control.

(e) You shall accrue no vacation following the date of Termination but shall be entitled to payment for accrued and unused vacation for the then current calendar year within 30 days of Termination.

(f) You shall not be entitled to an ICP award for the calendar year of Termination if Termination occurs during the first calendar

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quarter. If Termination occurs during or after the second calendar quarter, you shall be entitled to prorated ICP award for the calendar year of Termination which shall be determined by multiplying your then current ICP standard by a fraction the numerator of which is the number of weeks elapsed in the calendar year prior to the Termination and the denominator of which is 52. You shall accrue no ICP award during the 12 months following the date of Termination. For purposes of this paragraph, “ICP” shall mean the annual cash incentive plan or program in effect at the time of Termination.

4. The amount of payments provided for in this agreement shall not be reduced by the amount of compensation, if any, which you may receive from a third party following your Termination.

5. In the event that after a Change in Control your operating unit is to be sold and you are to be transferred to the purchaser of such operating unit, and your prospective new employer will not agree to assume this agreement in its entirety, then you shall be entitled to terminate your employment with the Company (or its subsidiary) prior to the sale and receive from the Company the payments contemplated by paragraph 3 above, unless the Company shall have agreed to pay you the difference between the amount of such payments your prospective new employer is prepared to assume and the amount payable hereunder.

6. Anything in this agreement to the contrary notwithstanding:

(a) In the event that you cease to be employed by the Company or its subsidiary for any reason, whether at your election or that of the Company, prior to a Change in Control, this Agreement shall not thereafter become operative or be of any force or effect notwithstanding the subsequent occurrence of a Change in Control except for paragraph[s]* 9 [and 11]* which is [are]* effective and operative on the date hereof and shall survive any termination of this Agreement.

7. No Employment Rights. This Agreement shall not be deemed to confer upon you a right to continued employment with the Company or any of its affiliates.

8. Disputes/Arbitration.

(a) Except with respect to enforcement by the Company of paragraph 9 or other legal action by the Company for breach by you of paragraph 9, any dispute or controversy arising under or in connection with this agreement shall be settled exclusively by arbitration at the Company’s corporate headquarters in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court having jurisdiction;

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provided, however, that you shall be entitled to seek specific performance of your right to be paid during the pendency of any dispute or controversy arising under or in connection with this agreement.

(b) The Company shall pay as they become due all reasonable legal fees and expenses which you may incur to enforce this agreement unless you had no reasonable basis for the claim. Should the Company dispute your entitlement to such fees and expenses, the burden of proof shall be on the Company to establish that you had no reasonable basis for the claim.

9. Nonsolicitation.

(a) You agree that while employed by the Company and for one year immediately following your ceasing to be an employee of the Company for any reason (whether voluntary or otherwise), you shall:

(i) not, in any way, directly or indirectly, on your own behalf or on behalf of or in conjunction with any person, entity, business, partnership or organization solicit, entice, hire, employ or endeavor to employ any of the employees of the Company (but excluding former employees who are not so solicited, enticed or hired prior to such former employee’s employment termination); and

(ii) not, directly or indirectly, contact or solicit (or advise or consult for any person, organization, partnership, business, company or enterprise with respect to soliciting or contacting) any person or entity who was a customer of the Company at any time during the twenty-four (24) month period prior to your ceasing to be a Company employee, or any potential customer of the Company who was specifically targeted for solicitation by the Company at any time during such 24-month period (such customer and potential customer being an “Arch Customer”), for the purpose of diverting such customer from the Company with respect to, or for the purpose of recommending, selling or providing any product or service similar to or competing with, any product or service of the Company that (A) is offered at the time of employment termination and (B) you were engaged in managing, marketing, selling or manufacturing at any time during your employment with the Company or Olin Corporation (together with subsidiaries of Olin Corporation, being collectively “Olin”); provided further that this clause (ii) shall also apply to (x) any Arch Customer with whom you met or contacted at any time prior to employment termination for the express purpose of establishing, soliciting or maintaining a customer relationship with the Company or Olin and (y) any product or service of the Company that is offered at the time of employment termination and that was or was to be the basis of such customer relationship.

(b) You acknowledge that you have carefully read this Agreement and have given and do now give careful consideration to the restraints imposed upon you by

7

this Agreement and are in full accord as to their necessity for the reasonable and proper protection of the Company’s businesses. You acknowledge and agree that (i) each and every restraint imposed by this paragraph 9 is reasonable with respect to subject matter, duration and geographic area and (ii) that your services to the Company are unique and special and that you have knowledge of the Company’s trade secrets, customer base and other confidential information of the Company and you hereby agree you will not assert anything to the contrary in any court, hearing, arbitration, mediation or other legal forum. You further acknowledge and agree that the restrictions contained in this paragraph 9 will not prevent you from earning a living within your trade or specialty. The restraints imposed by this paragraph 9 shall continue for their full periods and throughout the geographic areas set forth in this paragraph 9 except as provided in paragraph 9(f) below.

(c) If you violate or attempt to violate any of the provisions of this paragraph 9, then the Company shall be entitled, as of right, to an injunction and/or other equitable relief against you, restraining you from violating or attempting to violate any of these provisions. You further agree that this provision does not limit any other remedies that may be available to the Company for breach of this paragraph 9 by you.

(d) You acknowledge that, because of the competitive nature of the Company’s businesses and the Company’s repeat transactions with many customers, the development and enhancement of customer relationships, contacts and goodwill are critical factors in ensuring the Company’s survival and success and that such customer relationships, contacts and goodwill constitute valuable assets belonging to the Company, whether or not such assets are produced by your own efforts. You further acknowledge that directly or indirectly soliciting the Company’s customers for a competitor of the Company would inevitably result in disclosure of trade secrets and confidential information belonging to the Company, this irreparably harming the Company.

(e) For purposes of this paragraph 9, references to “the Company” mean the Company including its subsidiaries.

(f) The parties have entered into this Agreement in the belief that its provisions are valid, reasonable, and enforceable. However, if any one or more of the provisions contained in this Agreement shall be held to be unenforceable for any reason, such unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such unenforceable provision had never been contained herein. However, if any one or more of the provisions contained in paragraph 9 hereof shall for any reason be held to be excessively broad as to time, duration, geographic scope, activity or subject, it shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law.

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(g) The provisions contained in this paragraph 9 are in addition to, and supplement, any other nonsolicitation or noncompete agreement that may be applicable to you and does not supersede or replace any such other prior agreements. You acknowledge and agree that any prior noncompetition or nonsolicitation agreement between you and Olin has been assigned to the Company and is effective as if originally entered into with the Company instead of Olin.

10. Your Employment Agreement relating to Inventions, Patents and Confidential Information which you signed shall continue to remain effect in accordance with its terms following any termination of employment.

*[11. Release. In exchange for this agreement, you hereby release and forever discharge the Company and its affiliates and/or successors-in-interest, their respective directors, employees and agents from any and all liabilities whatsoever (including any claims for payments or benefits) arising under or in connection with your previous Tier II Change In Control Agreement, dated                     ,     , between you and the Company, and such agreement shall be considered terminated and discharged in full, except for the release contained therein which shall survive.]

Very truly yours,

ARCH CHEMICALS, INC.

By:

Agreed:

Signature:

«FirstName» «LastName»

* To be included if employee had a previous Tier II Agreement. Modify Paragraph 6(a) as appropriate if Paragraph 11 is included or not.

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