Back to top

NUCOR CORPORATION SENIOR OFFICERS ANNUAL INCENTIVE PLAN

Equity Incentive Plan Agreement

NUCOR CORPORATION SENIOR OFFICERS ANNUAL INCENTIVE PLAN | Document Parties: NUCOR CORPORATION You are currently viewing:
This Equity Incentive Plan Agreement involves

NUCOR CORPORATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: NUCOR CORPORATION SENIOR OFFICERS ANNUAL INCENTIVE PLAN
Governing Law: North Carolina     Date: 5/12/2009
Industry: Iron and Steel     Sector: Basic Materials

NUCOR CORPORATION SENIOR OFFICERS ANNUAL INCENTIVE PLAN, Parties: nucor corporation
50 of the Top 250 law firms use our Products every day

Exhibit 10

NUCOR CORPORATION

SENIOR OFFICERS ANNUAL INCENTIVE PLAN

as amended and restated effective February 18, 2009


Table of Contents

 

ARTICLE I INTRODUCTION

  

1

ARTICLE II DEFINITIONS

  

1

 

2.1

  

“Adjusted Net Earnings”

  

1

 

2.2

  

“Average Stockholders’ Equity”

  

1

 

2.3

  

“Beneficiary”

  

1

 

2.4

  

“Board”

  

1

 

2.5

  

“Change in Control”

  

1

 

2.6

  

“Change in Control Acceleration Event”

  

3

 

2.7

  

“Code”

  

3

 

2.8

  

“Company”

  

3

 

2.9

  

“Compensation”

  

3

 

2.10

  

“Committee”

  

3

 

2.11

  

“Deferral Account”

  

3

 

2.12

  

“Deferral Agreement”

  

3

 

2.13

  

“Deferral Amount”

  

4

 

2.14

  

“Deferral Incentive”

  

4

 

2.15

  

“Effective Date”

  

4

 

2.16

  

“Eligible Employee”

  

4

 

2.17

  

“Employee”

  

4

 

2.18

  

“Net Sales”

  

4

 

2.19

  

“Other Performance Criteria”

  

4

 

2.20

  

“Peer Group”

  

4

 

2.21

  

“Performance Award”

  

4

 

2.22

  

“Performance Period”

  

4

 

2.23

  

“Plan”

  

5

 

2.24

  

“Return on Average Stockholders’ Equity”

  

5

 

2.25

  

“Revenue Growth”

  

5

 

2.26

  

“Separation from Service”

  

5

 

2.27

  

“Stockholders’ Equity”

  

5

 

2.28

  

“Subsidiary”

  

5

ARTICLE III ADMINISTRATION

  

5

ARTICLE IV PERFORMANCE AWARDS

  

6

 

4.1

  

Performance Awards.

  

6

 

4.2

  

Performance Award Payments.

  

8

 

4.3

  

Deferrals of Performance Awards.

  

8

 

i


ARTICLE V MISCELLANEOUS

  

11

 

5.1

  

Amendment or Termination.

  

11

 

5.2

  

Assignability.

  

11

 

5.3

  

Source of Benefits.

  

11

 

5.4

  

No Promise of Continued Employment.

  

11

 

5.5

  

Applicable Law.

  

11

 

5.6

  

Code Section 409A.

  

12

 

ii


NUCOR CORPORATION

SENIOR OFFICERS ANNUAL INCENTIVE PLAN

as amended and restated effective February 18, 2009

ARTICLE I

INTRODUCTION

Nucor Corporation hereby amends and restates in its entirety the Nucor Corporation Senior Officers Annual Incentive Plan to read as set forth herein. The purpose of the Plan is to provide annual incentive compensation to senior officers based on the performance of Nucor Corporation consistent with the “performance based compensation” requirements of Section 162(m) of the Code.

ARTICLE II

DEFINITIONS

As used herein, the following words and phrases shall have meanings set forth below unless the context clearly indicates otherwise:

2.1 “ Adjusted Net Earnings ” for a Performance Period means the consolidated net earnings reported by the Company for the Performance Period in accordance with generally accepted accounting principles, before reported extraordinary items, but after charges or credits for taxes measured by income and Performance Awards under this Plan and performance awards under the Nucor Corporation Senior Officers Long-Term Incentive Plan.

2.2 “ Average Stockholders’ Equity ” for a Performance Period means the average of the Stockholders’ Equity of the Company as of the last day of the immediately preceding Performance Period and the last day of each month in the Performance Period.

2.3 “ Beneficiary ” means the person or persons designated by an Eligible Employee who are to receive any amounts payable under the Plan following the death of the Eligible Employee.

2.4 “ Board ” means the Board of Directors of the Company.

2.5 “ Change in Control ” means and includes the occurrence of any one of the following events:

(a) individuals who, at the Effective Date, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director,


without written objection to such nomination) shall be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (“ Election Contest ”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “ person ” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“ Proxy Contest ”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be an Incumbent Director;

(b) any person becomes a “ beneficial owner ” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “ Company Voting Securities ”); provided , however , that the event described in this paragraph (b) shall not be a Change in Control if it is the result of any of the following acquisitions: (i) an acquisition directly by or from the Company or any Subsidiary; (ii) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (iii) an acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) an acquisition pursuant to a Non-Qualifying Transaction (as defined in Section 2.5(c)); or

(c) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “ Reorganization ”), or the sale or other disposition of all or substantially all of the Company’s assets to an entity that is not an affiliate of the Company (a “ Sale ”), unless immediately following such Reorganization or Sale: (i) more than fifty percent (50%) of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Company (in either case, the “ Surviving Corporation ”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of one hundred percent (100%) of the voting securities eligible to elect directors of the Surviving Corporation (the “ Parent Corporation ”), is represented by the Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (ii) no person (other than (x) the Company, (y) any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the Reorganization or Sale was the beneficial owner of twenty-five percent (25%) or more of the outstanding Company Voting Securities) is the beneficial owner, directly or indirectly, of twenty-five percent (25%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent

 

2


Corporation (or, if there is no Parent Corporation, the Surviving Corporation), and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the foregoing criteria, a “ Non-Qualifying Transaction ”).

2.6 “ Change in Control Acceleration Event ” means a Change in Control that also constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company under Section 409A of the Code.

2.7 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

2.8 “ Company ” means Nucor Corporation, a Delaware corporation and any successor thereto.

2.9 “ Compensation ” for a Performance Period means the annual base salary rate payable to an Eligible Employee as of the beginning of the Performance Period, before reduction pursuant to any plan or agreement between the Eligible Employee and the Company or any Subsidiary whereby compensation is deferred, including, without limitation, a plan whereby compensation is deferred in accordance with Code Section 401(k) or reduced in accordance with Code Section 125. Compensation shall not include any other form of compensation, whether taxable or non-taxable, including, but not limited to, annual or long-term incentive compensation, commissions, gains from the exercise or vesting of stock options, restricted stock or other equity-based awards or any other forms of additional compensation.

Notwithstanding the foregoing, in the event an Eligible Employee commences participation in the Plan effective as of any day other than January 1 or if the employment of an Eligible Employee is terminated during a Performance Period, then in either of such events, the Eligible Employee’s Compensation for the Performance Period shall be adjusted by multiplying such Compensation by a fraction, the numerator of which is the number of days during the Performance Period that the Eligible Employee was employed by the Company and participating in the Plan, and the denominator of which is the total number of days in the Performance Period.

2.10 “ Committee ” means all members of the Compensation and Executive Development Committee of the Board who are “outside directors” of the Company within the meaning of Section 162(m)(4)(C)(i) of the Code.

2.11 “ Deferral Account ” means the individual bookkeeping account maintained by the Company for an Eligible Employee to record the Eligible Employee’s Deferral Amounts and Deferral Incentive credits.

2.12 “ Deferral Agreement ” means the agreement or agreements entered into by an Eligible Employee which specify the Eligible Employee’s Deferral Amount.

 

3


2.13 “ Deferral Amount ” means the amount of a Performance Award that an Eligible Employee elects to defer under a Deferral Agreement.

2.14 “ Deferral Incentive ” means the incentive amount the Company will credit to an Eligible Employee’s Deferral Account pursuant to Section 4.3(b) based on the Eligible Employee’s Deferral Amount.

2.15 “ Effective Date ” of this amended and restated Plan means February 18, 2009.

2.16 “ Eligible Employee ” means an Employee who is designated as the Chairman or a Vice Chairman of the Board or the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the President, an Executive Vice President or a Vice President of the Company and any other Employee who is a senior officer of the Company or a Subsidiary and designated by the Committee as an Eligible Employee.

2.17 “ Employee ” means any person who is employed by the Company, including any such person who also serves as a member of the Board.

2.18 “ Net Sales ” means the consolidated net sales reported by the Company for a Performance Period in accordance with generally accepted accounting principles.

2.19 “ Other Performance Criteria ” means the


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more