Exhibit 10.1
OREGON STEEL MILLS, INC.
2005 LONG-TERM INCENTIVE PLAN
APPROVED BY STOCKHOLDERS APRIL 28, 2005
EFFECTIVE JANUARY 1, 2005
SECTION 1. PURPOSE
The purposes of the Oregon Steel Mills,
Inc. 2005 Long-Term Incentive
Program (the "Plan") are to ensure that
selected employees and Non-Employee
Directors of Oregon Steel Mills Inc. ("OSM"
or the "Company") and its Affiliates
maintain a vested interest in the long-term
growth and performance of the
Company, to align employees and
Non-Employee Directors with stockholders, and to
enhance the ability of the Company and its
Affiliates to attract, retain, and
motivate individuals of exceptional
managerial talent upon whom, in large
measure, the sustained progress, growth,
and profitability of the Company
depends.
SECTION 2. DEFINITIONS
As used in the Plan, the following terms
have the meanings set forth below:
a) "Affiliate" is (i) any
Person that directly, or through one or more
intermediaries,
controls, or is controlled by, or is under common control
with, the
Company or (ii) any entity in which the Company has a
significant
equity interest,
as determined by the Committee.
b) "Award" is any Option, Stock
Appreciation Right, Restricted Stock Award,
Performance
Share, or Other Stock Unit Award.
c) "Award Agreement" is any
written or electronic agreement, contract, or
other instrument
or document evidencing any Award granted by the Committee
under the Plan,
which may, but need not, be executed or acknowledged by
both the Company
and the Participant.
d) "Board" is the Board of
Directors of the Company.
e) "Change in Control" is the
happening of any of the following events:
i) Any time less than a
majority of the directors of the Company are
individuals who were either elected by the Board or nominated by
the
Board of (or a committee of the Board) for election by the
stockholders of the Company.
ii) At any time a majority of the
Board are individuals who, in connection
with a single transaction or a series of related transactions
that
effects a change in the ownership of the Company, were either
not
elected by the Board or not nominated by the Board (or a committee
of
the Board) for election by the stockholders of the Company;
iii) Any person
(other than (a) an employee benefit plan of the Company, or
(b) a corporation owned directly or indirectly, by the stockholders
of
the Company in substantially the same proportions as their
ownership
of stock of the Company) is or becomes the beneficial owner (as
defined in Rule 13d of the Securities Exchange Act of 1934, as
amended), 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; or
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iv) The stockholders of the Company
approve (a) a plan of complete
liquidation of the Company, other than in connection with the
complete
cessation of the business activities conducted with the
Company's
operating assets, or (b) an agreement is entered for the sale
or
disposition by the Company of all or substantially all of the
Company's assets except pursuant to an order of a bankruptcy
court
having jurisdiction of the Company. For purposes of clause (b),
the
term "the sale or disposition by the Company of all or
substantially
all of the Company's assets" is a sale or other disposition
transaction or series of related transactions involving assets of
the
Company or of any direct or indirect subsidiary of the Company
(including the stock of any direct or indirect subsidiary of
the
Company) in which the value of the assets or stock being sold
or
otherwise disposed of (as measured by the purchase price being
paid
therefore or by such other method as the Board determines is
appropriate in a case where there is no readily ascertainable
purchase
price) constitutes more than two-thirds (2/3) of the fair market
value
of the Company (as hereinafter defined). For purposes of the
preceding
sentence, the "fair market value of the Company" is the
aggregate
market value of the Company's outstanding common stock (on a
fully
diluted basis) plus the aggregate market value of the Company's
other
outstanding equity securities, if any. The aggregate market value
of
the Company's common stock is determined by multiplying the number
of
shares of the Company's common stock (on a fully diluted basis)
outstanding on the date of the execution and delivery of a
definitive
agreement with respect to the transaction or series of related
transactions (the "Transaction Date") by the average closing price
of
the Company's common stock for the ten (10) trading days
immediately
preceding the Transaction Date. The aggregate market value of
any
other equity securities of the Company is determined in a
manner
similar to that prescribed in the immediately preceding sentence
for
determining the aggregate market value of the Company's common
stock
or by such other method as the Board determines is appropriate;
provided that, in the event that on the Transaction Date there is
no
public market for such common stock or other equity security, the
fair
market value of the equity securities or common stock is as
reasonably
determined by the Board.
f) "Code" is the Internal
Revenue Code of 1986, as amended from time to time,
any successor
provision, and any applicable regulations promulgated
thereunder.
g) "Committee" is the
Compensation Committee of the Board, or any successor to
such committee,
composed of no fewer than two directors each of whom is a
Non-Employee
Director and an "outside director" within the meaning of
Section 162(m)
of the Code, and each of whom is "independent" as set forth
in the
applicable rules and regulations of the SEC and the NYSE.
h) "Company" is Oregon Steel
Mills, Inc. ("OSM"), a Delaware corporation.
i) "Covered Employee" is a
"covered employee" within the meaning of Section
162(m)(3) of the
Code.
j) "Employee" is any employee
of the Company or of any Affiliate. Unless
otherwise
determined by the Committee in its sole discretion, for
purposes
of the Plan, an
employee is considered to have terminated employment and to
have ceased to
be an Employee if his or her employer ceases to be an
Affiliate, even
if he or she continues to be employed by such employer.
k) "Exchange Act" is the
Securities Exchange Act of 1934, as amended.
l) "Fair Market Value" is,
unless the Committee determines otherwise, as at
any date the
average of the highest and lowest sale prices on the NYSE for
the Shares on
such date.
m) "Incentive Stock Option" is
an Option granted under Section 6 of the Plan
that is intended
to meet the requirements of Section 422 of the Code.
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n) "Non-Employee Director" has
the meaning set forth in Rule 16b-3(b)(3)
promulgated by
the SEC under the Exchange Act, or any successor definition
adopted by the
SEC.
o) "Nonstatutory Stock Option"
or "NSO" is an Option granted under Section 6
of the Plan that
is not intended to be an Incentive Stock Option.
p) "NYSE" is the New York Stock
Exchange.
q) "Officer" is any Employee of the
Company or any Affiliate holding a
position
classified as executive officer as defined by SEC and NYSE
guidelines.
r) "Option" is any right
granted to a Participant under Section 6 of the Plan
allowing such
Participant to purchase Shares at such price or prices and
during such
period or periods, as the Committee determines.
s) "Other Stock Unit Award" is
any right granted to a Participant by the
Committee under
Section 10 of the Plan.
t) "Participant" is an Employee
or Non-Employee Director who is selected by
the Committee to
receive an Award under the Plan.
u) "Performance Award" is any
Award of Performance Shares or Performance Units
under Section 9
of the Plan.
v) "Performance Period" is that
period established by the Committee at the
time any Award
is granted or at any time thereafter during which any
performance
goals specified by the Committee with respect to such Award are
to be
measured.
w) "Performance Share" is any
grant under Section 9 of the Plan of a unit
valued by
reference to a designated number of Shares, which value may be
paid to the
Participant by delivery of such property as the Committee
determines,
including, without limitation, cash, Shares, or any combination
thereof, upon
achievement of such performance goals during the Performance
Period as the
Committee establishes at the time of such grant or
thereafter.
x) "Performance Unit" is any
grant under Section 9 of the Plan of a unit
valued by
reference to a designated amount of property other than Shares,
which value may
be paid to the Participant by delivery of such property as
the Committee
determines, including, without limitation, cash, Shares, or
any combination
thereof, upon achievement of such performance goals during
the Performance
Period as the Committee establishes at the time of such
grant or
thereafter.
y) "Person" is any individual,
corporation, partnership, association,
joint-stock
company, trust, unincorporated organization, or government or
political
subdivision thereof.
z) "Restricted Stock" is any
Share issued with the restriction that the holder
may not sell,
transfer, pledge, or assign such Share and with such other
restrictions as
the Committee, in its sole discretion, may impose
(including,
without limitation, any forfeiture condition or any restriction
on the right to
vote such Share, and the right to receive any cash
dividends),
which restrictions may lapse separately or in combination at
such time or
times, in installments or otherwise, as the Committee may deem
appropriate.
aa) "Restricted Stock Award" is an
award of Restricted Stock under Section 8 of
the Plan.
bb) "SEC" is the Securities and
Exchange Commission.
cc) "Shares" are, the shares of Common
Stock of the Company ("OSM Shares").
dd) "Stock Appreciation Right" or
"SAR" is any right granted to a Participant
under Section 7
of the Plan to receive, upon exercise by the Participant,
the excess
of:
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i) the Fair Market Value of one
Share on the date of exercise or, if the
Committee so determines in the case of any such right other than
one
related to any Incentive Stock Option, at any time during a
specified
period before the date of exercise over
ii) the grant price of the right on
the date of grant, or if granted in
connection with an outstanding Option on the date of grant of
the
related Option, as specified by the Committee in its sole
discretion,
which, except in the case of Substitute Awards or in connection
with
an
adjustment provided in Section 4(c), may not be less than the
Fair
Market Value of one Share on such date of grant of the right or
the
related Option, as the case may be. Any payment by the Company
in
respect of such right may be made in cash, Shares, other property,
or
any combination thereof, as the Committee, in its sole
discretion,
determines.
ee) "Subsidiary" is any corporation
(other than the Company) in an unbroken
chain of
corporations beginning with the Company if, at the time of the
granting of the
Award, each of the corporations other than the last
corporation in
the unbroken chain owns stock possessing fifty percent (50%)
or more of the
total combined voting power of all classes of stock in one
of the other
corporations in the chain.
ff) "Substitute Awards" are Awards
granted or Shares issued by the Company in
assumption of,
or in substitution or exchange for, awards previously
granted, or the
right or obligation to make future awards, by a company
acquired by the
Company or with which the Company combines.
SECTION 3. ADMINISTRATION
The Plan is administered by the Committee.
The Committee has full power and
authority, subject to such orders or
resolutions not inconsistent with the
provisions of the Plan as may from time to
time be adopted by the Board, to:
a) select the Employees of the
Company and its Affiliates and Non-Employee
Directors of the
Company to whom Awards may from time to time be granted
under the
Plan;
b) determine the type or types
of Award to be granted to each Participant;
c) determine the number of
Shares to be covered by each Award granted;
d) determine the terms and
conditions, not inconsistent with the provisions of
the Plan, of any
Award granted;
e) determine whether, to what
extent and under what circumstances Awards may
be settled in
cash, Shares or other property or canceled or suspended;
f) determine whether, to what
extent and under what circumstances cash, Shares
and other
property and other amounts payable with respect to an Award
under
this Plan are
deferred either automatically or at the election of the
Participant;
g) interpret and administer the
Plan and any instrument or agreement entered
into under the
Plan;
h) establish such rules and
regulations and appoint such agents as it deems
appropriate for
the proper administration of the Plan; and
i) make any other determination
and take any other action that the Committee
deems necessary
or desirable for administration of the Plan.
Decisions of the Committee are final,
conclusive and binding upon all persons,
including the Company, any Participant, any
stockholder, and any employee of the
Company or of any Affiliate. A majority of
the members of the Committee may
determine its actions and fix the time and
place of its meetings.
Notwithstanding the foregoing or anything
else to the contrary in the Plan, any
action or determination by the Committee
specifically affecting or relating to
an Award to a Non-employee Director must be
approved and ratified by the Board.
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SECTION 4. SHARES SUBJECT TO THE
PLAN
a) Subject to adjustment as
provided in Section 4(c), a total of 500,000
Shares are
available for Awards granted under the Plan; provided, that if
any Shares
subject to an Award under the Plan are forfeited or if any
Award
under the Plan
based on Shares is settled for cash, or expires or otherwise
is terminated
without issuance of such Shares, the Shares subject to such
Award are, to
the extent of such cash settlement, forfeiture or
termination,
available for Awards under the Plan. In the event that any
Option or other
Award granted under the Plan is exercised through the
delivery of
Shares or in the event that withholding tax liabilities arising
from such Option
or other Award are satisfied by the withholding of Shares
by the Company,
the number of Shares available for Awards under the Plan is
increased by the
number of Shares so surrendered or withheld. In addition,
Substitute
Awards do not reduce the Shares available for grants under the
Plan or to a
Participant in any calendar year.
b) Any Shares issued under the
Plan may consist, in whole or in part, of
authorized and
unissued shares, treasury shares, or shares purchased in the
open market or
otherwise.
c) In the event of any merger,
reorganization, consolidation,
recapitalization, stock dividend, stock split, reverse stock
split,
spin-off or
similar transaction or other change in corporate structure
affecting the
Shares, such adjustments and other substitutions are made to
the Plan and to
Awards as the Committee in its sole discretion deems
equitable or
appropriate, including without limitation such adjustments
i) in the aggregate number,
class and kind of securities which may be
delivered under the Plan, in the aggregate or to any one
Participant,
ii) in the number, class, kind and
exercise price of securities or other
property subject to outstanding Options, Stock Appreciation Rights
or
other Awards granted under the Plan, and
iii) in the
number, class and kind of securities or other property subject
to Awards granted under the Plan (including, if the Committee
deems
appropriate, the substitution of similar options to purchase
the
shares of,
or other awards denominated in the shares of, another
company, or the cancellation of outstanding Awards in exchange
for
payments of cash, property or a combination thereof, or, in
connection
with the disaffiliation with the Company of a Subsidiary,
arranging
for the assumption or replacement with new Awards (by such
Subsidiary
or by an entity controlling such Subsidiary following such
disaffiliation) of Awards held by Participants employed by the
affected Subsidiary), as the Committee may determine to be
appropriate
in its sole discretion provided that the num
