EXHIBIT 10.23
AK STEEL
CORPORATION
LONG-TERM PERFORMANCE
PLAN
-
(as amended and restated as of
March 17, 2005)
Introduction
The name of this plan is the AK
Steel Corporation Long-Term Performance Plan (the
“Plan”). AK Steel Holding Corporation (the
“Company”) originally adopted the Plan in 1995 to
enhance the Company’s focus on its long-term performance and
to reward certain employees for enhancing the profitability of the
Company over extended periods of time. The Plan was last amended
and restated as of January 16, 2003, and is hereby amended and
restated as set forth in this document effective as of
March 17, 2005, subject to the approval of the shareholders of
AK Steel Holding Corporation.
The Plan is a payroll practice
intended to motivate selected employees to meet certain performance
goals. The Plan is not intended to be an employee benefit plan
within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended, and the Plan shall be
interpreted, administered and enforced to the extent possible in a
manner consistent with that intent. Any obligations under the Plan
shall be the joint and several obligations of AK Steel Holding
Corporation, the Company, and each of their respective subsidiaries
and affiliates. The Plan is designed to comply with the
performance-based compensation provisions under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the
“Code”).
1. Administration of the
Plan.
This Plan shall be administered by
the Compensation Committee (the “Committee”) of the
Board of Directors (the “Board”) of the Company. The
Committee shall consist of not less than two members of the Board
who shall be appointed from time to time by, and shall serve at the
discretion of, the Board. Each member of the Committee shall be an
“outside director” within the meaning of
Section 162(m) of the Code and related regulations, an
“independent director” as defined in the rules and
regulations of the New York Stock Exchange, and a
“non-employee director” as defined in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended.
The Human Resources Department of the Company shall maintain
records of authorized participants for each period described in
paragraph 4 below (the “Performance
Period”).
2. Participation.
Executive officers of the Company
who are selected by the Committee, and other management employees
of the Company or its subsidiaries and affiliates who are selected
by the Executive Management Committee ( the “EMC”),
shall participate in the Plan (the “Plan Members”). The
EMC shall consist of the Company’s Chief Executive Officer,
President, Vice President—Human Resources, and such other
individuals as may be designated from time to time by the Chief
Executive Officer. Notwithstanding the foregoing, any covered
employee, as defined in Section 162(m)(3) of the Code
(“Covered Employee”), who is selected to participate in
the Plan by the Committee shall be so designated in writing within
the time period prescribed by Section 162(m) of the Code and
related regulations.
3. Performance Award
Target.
Each Plan Member shall be assigned a
Performance Award Target Percentage (“Target
Percentage”) at the time he or she is selected for
participation in this Plan. The Target Percentage of Plan Members
who are executive officers shall be determined by the Committee.
The Target Percentage of all other Plan Members shall be determined
by the EMC. An executive officer’s Target Percentage may be
changed at the discretion of the Committee or, in the case of Plan
Members who are not executive officers, by the EMC; provided
however, with respect to Covered Employees, any such assignment or
change by the Committee shall be in writing, within the time
period, and in accordance with the anti-discretion and other rules,
prescribed by Section 162(m) of the Code and related
regulations.
A Plan Member’s Target
Percentage with respect to any Performance Period is the percentage
of his or her annual base salary (as defined below) that may be
awarded to him by the Company as additional compensation if the
Company achieves the target level of performance with respect to
certain performance goals established by the Committee and approved
by the Board as set forth in paragraph 6 below. A Plan
Member’s Target Percentage is multiplied by his or her annual
base salary for the final year of the Performance Period for which
the calculation of a Performance Award is made in order to arrive
at a Performance Award Target Amount (“Target Amount”).
A Plan Member’s annual base salary for this purpose shall be
determined by multiplying his or her monthly rate of base salary
for the last month of the relevant Performance Period by
twelve.
Any amount awarded to a Plan Member
under this Plan shall be referred to herein as a “Performance
Award.” If a Plan Member is designated to participate in the
Plan after the commencement of a Performance Period, his or her
Performance Award, if any, will be prorated based on the period of
participation in the Plan during such Performance
Period.
4. Performance
Periods.
Each Performance Period shall
consist of a period of three consecutive calendar years, with the
first such three-year period commencing on January 1, 2005 and
ending on December 31, 2007; provided however, to effect the
transition from the Plan as in effect prior to this amendment and
restatement to the Plan as amended and restated herein, solely for
purposes of this Plan, calendar year 2005 shall be a transitional
one-year Performance Period, and calendar years 2005 and 2006 shall
be a transitional two-year Performance Period. For purposes that
may be relevant to other compensation and benefit plans of the
Company, calendar year 2005, and calendar years 2005-2006, shall be
considered the last year, and the last two years, respectively, of
Performance Periods that began under the provisions of the Plan as
in effect prior to this amendment and restatement.
5. Performance Award Payment
Date.
The “Performance Award Payment
Date” is the date on which any Performance Awards are paid to
Plan Members, which date shall not be more than 120 days following
the last day of each Performance Period. Before any Performance
Award is paid to a Covered Employee, the Committee shall certify in
writing that the criteria for receiving a
