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