Document

Olin Corporation (the “Company”) hereby grants to the Participant the number of Restricted Stock Units (“RSUs”) set forth below, subject to the terms and conditions of this Restricted Stock Unit Grant Notice (this “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto (the “Agreement”), and the Olin Corporation 2026 Long Term Incentive Plan (the “Plan”). Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement or the Plan, as applicable, which are incorporated herein by reference.


Participant Name:

RSUs Granted:

Grant Date:

Vesting:	Subject to the Participant’s continued employment with the Company or an Affiliate (except as otherwise provided in the Agreement), the number of RSUs set forth below shall vest on the specified anniversary of the Grant Date:

	Grant Anniversary Date	Number of RSUs Vesting
	First	[ ]
	Second	[ ]
	Third	[ ]

The Participant represents that he or she is familiar with the terms and provisions of this Grant Notice, the Agreement, and the Plan, and hereby accepts the Restricted Stock Units subject to all the terms and provisions hereof and thereof. The Participant has reviewed this Grant Notice, the Agreement, and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to signing below, and fully understands all provisions of this Grant Notice, the Agreement, and the Plan.

1.Grant of RSUs. Effective as of the Grant Date, the Company shall grant the Participant the number of RSUs set forth in the Grant Notice. Each RSU shall represent the right to receive, upon settlement, one Share, in accordance with the terms and conditions of this Agreement and the Plan. For each RSU granted to the Participant, the Participant shall also receive a corresponding Dividend Equivalent right, subject to the terms and conditions of Section 4(b).

2.Incorporation by Reference, Etc. The provisions of the Grant Notice and the Plan are incorporated herein by reference. Any capitalized term not otherwise defined in this Agreement shall have the definition set forth in the Grant Notice or the Plan, as applicable. The Committee shall have final authority to interpret and construe this Agreement, the Grant Notice, and the Plan and to make all determinations hereunder or thereunder, and the Committee’s decisions shall be final, binding, and conclusive on the Participant and the Participant’s successors, assigns and representatives in respect of any questions arising under this Agreement, the Grant Notice, or the Plan. In the event of any conflict between the Plan and this Agreement or the Plan and the Grant Notice, the Plan shall control. In the event of any conflict between this Agreement and the Grant Notice, this Agreement shall control.

(a)Termination of Employment. Except as provided below, the Participant shall immediately forfeit all unvested RSUs, together with all corresponding Dividend Equivalents rights, upon the termination of the Participant’s employment for any reason prior to the applicable vesting date, with any vested RSUs that are unsettled or unpaid as of such termination date to be settled or paid, together with any corresponding Dividend Equivalents, on the date specified in Section 4.

or after the first anniversary of the Grant Date but before the third anniversary of the Grant Date, then (1) if the Participant has attained age 60 as of the date of such Retirement, the unvested RSUs shall continue to vest and be settled or paid, together with any corresponding Dividend Equivalents, on the date specified in Section 4 as if such termination of employment had not occurred, and (2) if the Participant has not attained age 60 on or before the date of such Retirement, the unvested RSUs shall continue to vest until the first anniversary of the Grant Date to occur after the date of such Retirement and shall be settled or paid, together with any corresponding dividend equivalents, on the date specified in Section 4, with any RSUs that are not scheduled to vest until after such anniversary of the Grant Date to be forfeited with no compensation due therefor. If the Participant’s employment with the Company or an Affiliate terminates due to the Participant’s Retirement prior to the first anniversary of the Grant Date, then all RSUs granted hereunder shall remain unvested and shall be forfeited immediately with no compensation due therefor. For purposes of this Agreement, “Retirement” means the Participant’s voluntary termination of employment with six months’ prior written notice to the Company or applicable Affiliate on or after the later of (1) the date on which the Participant attains age 55, and (2) the date on which the Participant completes 5 full years of service with the Company or an Affiliate.

(ii)Termination due to Death or Disability. If the Participant’s employment with the Company or an Affiliate terminates prior to the third anniversary of the Grant Date due to the Participant’s death or disability (as defined in Section 409A of the Code or any successor provision), all unvested RSUs outstanding hereunder at such time shall immediately vest and, together with any corresponding Dividend Equivalents, shall be settled or paid to the Participant or the Participant’s beneficiary or estate, as applicable, within 30 days thereafter.

(b)Change in Control. Except as provided below, the RSUs shall remain outstanding and continue to vest in accordance with the terms and conditions of this Agreement and the Plan, including Section 11 thereof, following the occurrence of a Change in Control. Notwithstanding the foregoing, any RSUs vested pursuant to Section 11 of the Plan, together with any corresponding Dividend Equivalents, shall be settled or paid to the Participant within 30 days after vesting. In addition and notwithstanding the foregoing, if the Participant experiences a Qualifying Termination on or within two years following such Change in Control, all RSUs (or any shares, units, or other awards granted in substitution for the RSUs) outstanding on the date of such Qualifying Termination shall immediately vest and, together with any corresponding Dividend Equivalents, shall be settled or paid to the Participant within 30 days after vesting.

(b)Dividend Equivalents. Each RSU shall include the right to receive Dividend Equivalent payments upon settlement of the RSU. For each RSU that vests and becomes payable to the Participant under this Agreement, such Dividend Equivalent right shall entitle the Participant to payment of an amount equal to the dividends (other than special or extraordinary dividends or distributions, unless otherwise determined by the Committee) declared on one Share from the Grant Date until the settlement date of the corresponding RSU. Dividend Equivalent payments shall be made in cash unless otherwise determined by the Committee in its sole discretion. The Dividend Equivalent rights granted under this Agreement are subject to the same vesting and payment conditions as the RSUs. If an RSU is terminated, cancelled, or forfeited hereunder without settlement, the corresponding Dividend Equivalent right shall thereupon be terminated, cancelled, or forfeited without payment.

(c)Withholding. All amounts payable under this Agreement, whether in cash or in Shares, are subject to withholding of all applicable taxes, and, except as otherwise provided by the Committee, the delivery of any Shares or other payments or benefits under this Agreement are conditioned on the Participant’s satisfaction of the applicable withholding requirements. The Company will withhold from the distribution of any cash pursuant to this Agreement the amount it determines in its sole discretion to be necessary to satisfy its federal, state, and local and employment tax withholding requirements. Unless otherwise elected by the Participant in accordance with procedures established by the Committee, the Company shall withhold from the Shares otherwise issuable to the Participant upon the settlement of the vested RSUs such number of Shares having a Fair Market Value equal to the amount required to be withheld by the Company, as determined in its sole discretion. All elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

(d)Restrictions. None of the RSUs, Dividend Equivalents or any other right granted under this Agreement may be pledged, attached, or otherwise encumbered other than in favor of the Company, and any purported pledge, attachment, or encumbrance thereof other than in favor of the Company shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, the RSUs, Dividend Equivalents, and all other rights granted hereunder shall be assignable or transferable (i) by will or the laws of descent and distribution; or (ii) with the consent of the Committee, by a gift or domestic relations order to any Family Member, to a trust in which the Participant and/or his or her Family Members hold more than 50% of the beneficial interest, to a foundation in which the Participant and/or Family Members control the management of assets, and any other entity in which the Participant and/or his or her Family Members own more than 50% of the voting interests.

(i)Notwithstanding any other provision of this Agreement or the Plan to the contrary, the Company shall have no liability to deliver any Shares under this Agreement or make any other distribution of benefits under this Agreement unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.

(a)Acknowledgments of Participant. By executing the Grant Notice, the Participant acknowledges and agrees that: (i) the Participant shall, during employment, devote his or her entire time, energy and skill to the service of the Company and the promotion of its interests, subject to vacations, sick leave and other absences in accordance with the regular policies of, or other reasons satisfactory to, the Company and its Affiliates; and (ii) the Award is special compensation, and any amount paid hereunder will not affect: (1) the amount of any pension under any pension or retirement plan in which the Participant participates as an employee of the Company; (2) the amount of coverage under any group life insurance plan in which the Participant participates as an employee of the Company, or (3) the benefits under any other benefit plan of any kind heretofore or hereafter in effect, under which the availability or amount of benefits is related to compensation, in each case unless required pursuant to the terms of such plan.

(b)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Agreement, and the Committee shall determine whether cash, other securities or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated.

(c)No Trust or Fund Created. The Company’s obligations under this Agreement shall, at all times, be unfunded. This Agreement shall not create or be deemed to create: (i) a trust or separate fund of any kind; (ii) an interest on the part of the Participant or any other Person in any asset of the Company or any Affiliate; or (iii) a fiduciary relationship between the Company or any Affiliate and the Participant or any

All such notices, demands and other communications shall be deemed to have been duly given when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is mechanically acknowledged, if telecopied.

6.Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision shall be stricken, and the remainder of this Agreement shall remain in full force and effect.

7.No Right to Employment. This Agreement shall not be construed as giving the Participant the right to be retained in the employ of the Company or any Affiliate. Nothing in this Agreement shall limit the right of the Company or an Affiliate at any time to dismiss the Participant from employment, free from any liability or any claim under the Plan or this Agreement.

8.Beneficiary. The Participant may, in the manner established by the Committee and pursuant to the terms of Section 13(e) of the Plan, designate a beneficiary or beneficiaries with respect to this Agreement to exercise the rights of the Participant and to receive any property distributable upon the death of the Participant. All rights under this Agreement shall be

10.Entire Agreement. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto. No change, modification, or waiver of any provision of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.

11.Governing Law. The validity, construction, and effect of this Agreement shall be determined in accordance with the laws of the State of Missouri, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. Any legal action against the Plan, Olin, an Affiliate, or the Committee may only be brought in the Circuit Court in St. Louis County and/or the United States District Court in St. Louis, Missouri.

15.Section 409A of the Code. This Agreement and all amounts payable hereunder are intended to be exempt from, or comply with, the requirements of Section 409A of the Code, and it shall be interpreted accordingly. Nevertheless, the tax treatment of any Award is not guaranteed, and none of the Company, its Affiliates, or their respective officers, directors, employees, consultants, agents, representatives or advisors shall be liable to the Participant or any other Person if any portion of this Agreement or any amount payable hereunder is subject to additional taxes, penalties, or interest under Section 409A of the Code or otherwise.

(a)Notwithstanding anything herein to the contrary, to the extent that any Award would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code and would be payable or distributable under this Agreement by reason of a Change in Control, or the Participant’s separation from service, such amount or benefit will not be payable or distributable to the Participant by reason of such

circumstance unless the circumstances giving rise to such Change in Control or separation from service meet any description or definition of “change in control event” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to any elective provisions that may be available under such definition). This provision does not prohibit the vesting of any Award upon a change of control or separation from service, however defined. If this provision prevents the payment or distribution of any Award, such payment shall be made on the date that would have applied absent such designated event or circumstance.

(b)Notwithstanding anything herein to the contrary, if an amount payable under this Agreement constitutes non-exempt “deferred compensation” for purposes of Section 409A of the Code and would otherwise be payable by reason of a Participant’s separation from service during a period in which the Participant is a Specified Employee (as defined below), then, subject to any permissible acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes): (i) the amount of such non-exempt deferred compensation that would otherwise be payable during the six-month period immediately following the Participant’s separation from service will be accumulated through and paid or provided on the first day of the seventh month following the Participant’s separation from service (or, if the Participant dies during such period, within 30 days after the Participant’s death) (in either case, the “Required Delay Period”); and (ii) the normal payment or distribution schedule for any remaining payments or distributions will resume at the end of the Required Delay Period. For purposes hereof, the term “Specified Employee” has the meaning given such term in Code Section 409A and the final regulations thereunder, provided, however, that, as permitted in such final regulations, the Company’s Specified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Committee, which shall be applied consistently with respect to all nonqualified deferred compensation arrangements of the Company, including this Agreement and the Plan.