2002 Incentive Stock Plan Form of Performance Award AgreementEquity Incentive Plan Agreement |
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Exhibit 10.3
Ryerson Tull, Inc.
2002 Incentive Stock Plan
Form of
Performance Award Agreement
You have been selected to be a Participant in the Ryerson Tull, Inc. 2002 Incentive Stock Plan (the “Plan”), as specified below:
| Participant: |
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| Number of Performance Shares Granted: |
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| Date of Grant: |
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| Beginning of Performance Cycle: |
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| End of Performance Cycle: |
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| Performance Measure: |
Return on Net Assets (“RONA”) | |
| Performance Measurement Threshold: |
4-year average RONA = % | |
| Performance Measurement Target: |
4-year average RONA = % | |
| Performance Measurement Cap: |
4-year average RONA = % | |
| Maximum Number of Performance Shares Payable (subject to the Value Cap): |
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If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting terms of this Agreement. All capitalized terms shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.
To the extent not specified in the Plan, the terms of this award have been determined by the Compensation Committee of the Board of Directors of the Company (the “Committee”), as outlined in this Agreement.
1. Settlement of Award. Under Section 9(a)(iii) of the Plan, For each Performance Share earned by you, as determined in accordance with the provisions of Exhibit 1, which is attached to and forms a part of this Agreement, the Company shall deliver to you (a) one share of Common Stock or (b) cash equal to the Fair Market Value of one share of Common Stock. Any earned Performance Shares payable to you in accordance with this Section are payable in Common Stock or cash as you may elect from time to time, or may be deferred at your election as provided in the Plan and in any rules adopted by the Committee. For earned Performance Shares paid in shares of Common Stock, any fractional shares of Common Stock shall be rounded to the nearest whole share of Common Stock. The Fair Market Value of Common Stock shall have the definition provided in the Plan and in any rules adopted by the Committee.
2. Eligibility for Earned Performance Shares. You shall be eligible for payment of earned Performance Shares only if your employment with the Company:
| (a) | Continues through the end of the Performance Cycle; |
| (b) | Is terminated due to Normal Retirement (as defined in the Ryerson Tull Pension Plan) during the Performance Cycle; |
| (c) | Is terminated due to Disability or death during the Performance Cycle; or |
| (d) | Is terminated involuntarily for reasons other than Cause during the Performance Cycle. |
If you retire under Normal Retirement, suffer a Disability, or are terminated involuntarily for reasons other than Cause during the Performance Cycle, you shall be eligible only for that proportion of the number of Performance Shares earned for such Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. “Cause” has the same meaning ascribed to it in the Employment Agreement between you and the Corporation or, if you are not party to an Employment Agreement, in the form of employment agreement approved by the Compensation Committee and in effect at the date of termination.
In the event of your death, the Performance Cycle for this award will be deemed to end at December 31 of the year of your death, attainment of the Performance Measures will be computed as of that December 31, and you shall be eligible only for that proportion of the number of Performance Shares deemed earned for such deemed Performance Cycle that your number of full months of participation during the Performance Cycle bears to 48 months. Your beneficiary shall be entitled to the Performance Shares to which you otherwise would have been entitled under the same conditions as would have been applicable to you.
Termination of employment during the Performance Cycle for any reason other than Normal Retirement, Disability, death, or involuntarily for reasons other than Cause, shall require forfeiture of this entire award, with no payment to you.
3. Deferral of Award. The payment of the shares of Common Stock earned pursuant to this Performance Award Agreement to you may be deferred, in whole or in part, at your election. If you elect to defer your receipt of such shares of earned Common Stock, the amount deferred will be denominated in share units that will be deemed to be invested in and ultimately be paid out, at your election, in the form of shares of Common Stock or in cash equal to the Fair Market Value of shares of Common Stock at the payment date. You must make a deferral election prior to the beginning of the Performance Cycle. The duration of the deferral extends to Retirement or termination of employment. Once made, the deferral election is irrevocable.
4. Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, dome
