Back to top

NUCOR CORPORATION SENIOR OFFICERS LONG-TERM INCENTIVE PLAN

Executive Compensation Plan Agreement

NUCOR CORPORATION SENIOR OFFICERS LONG-TERM INCENTIVE PLAN | Document Parties: NUCOR CORPORATION You are currently viewing:
This Executive Compensation 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 LONG-TERM INCENTIVE PLAN
Governing Law: North Carolina     Date: 5/12/2009
Industry: Iron and Steel     Sector: Basic Materials

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

Exhibit 10.1

NUCOR CORPORATION

SENIOR OFFICERS LONG-TERM 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 Invested Capital”

  

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

  

“Effective Date”

  

3

2.14

  

“Eligible Employee”

  

3

2.15

  

“Employee”

  

4

2.16

  

“General Industry Group”

  

4

2.17

  

“Invested Capital”

  

4

2.18

  

“Performance Award”

  

4

2.19

  

“Performance Period”

  

4

2.20

  

“Plan”

  

4

2.21

  

“Restricted Stock Performance Award”

  

4

2.22

  

“Return on Average Invested Capital”

  

4

2.23

  

“Separation from Service”

  

5

2.24

  

“Steel Peer Group”

  

5

2.25

  

“Subsidiary”

  

5

2.26

  

“Target Performance Award”

  

5

ARTICLE III ADMINISTRATION

  

5

ARTICLE IV PERFORMANCE AWARDS

  

6

4.1

  

Performance Awards.

  

6

4.2

  

Performance Award Payments.

  

7

4.3

  

Deferrals of Restricted Stock Performance Awards.

  

8

 

i


ARTICLE V CHANGE IN CONTROL

  

10

5.1

  

Termination of Plan and Performance Periods.

  

10

5.2

  

Determination of Performance Awards.

  

10

5.3

  

Payment of Performance Awards.

  

10

5.4

  

Vesting.

  

11

5.5

  

Payment of Deferral Accounts.

  

11

ARTICLE VI MISCELLANEOUS

  

11

6.1

  

Amendment or Termination.

  

11

6.2

  

Assignability.

  

11

6.3

  

Source of Benefits.

  

12

6.4

  

No Promise of Continued Employment.

  

12

6.5

  

Applicable Law.

  

12

6.6

  

Code Section 409A.

  

12

 

ii


NUCOR CORPORATION

SENIOR OFFICERS LONG-TERM 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 Long-Term Incentive Plan to read as set forth herein. The purpose of the Plan is to provide incentive compensation to senior officers based on Nucor Corporation’s long-term performance relative to that of its principal competitors in the steel industry and of other industrial companies, 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 Annual Incentive Plan.

2.2 “ Average Invested Capital ” for a Performance Period means the average of the Invested Capital of the Company as of the last day of the immediately preceding Performance Period and the last day of each fiscal quarter 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

 

2


voting power of the outstanding voting securities eligible to elect directors of the Parent 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.

2.9 “ Compensation ” for a Performance Period means the annual base salary rate payable to an Eligible Employee as of the beginning of a Performance Period, before reduction pursuant to any plan or agreement between the Eligible Employee and the Company or a 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.

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 deferral of the Eligible Employee’s Restricted Stock Performance Award.

2.12 “ Deferral Agreement ” means the agreement or agreements entered into by an Eligible Employee which provide for the deferral of the Eligible Employee’s Restricted Stock Performance Award for a Performance Period.

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

2.14 “ 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.

 

3


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

2.16 “ General Industry Group ” for a Performance Period means a group of not less than ten (10) companies designated by the Committee not later than ninety (90) days after the beginning of the Performance Period which are engaged in capital intensive industries and classified in either the Materials Sector or the Industrials Sector of the Global Industry Classification Standard.

2.17 “ Invested Capital ” means the sum of (a) long-term debt (comprising bonds, debentures and promissory notes having a maturity at the time of execution of more than one (1) year), (b) issued capital stock, (c) additional paid-in capital and (d) earnings retained in the business and reserves created by appropriations therefrom, minus the cost of treasury stock, all as shown in the Company’s consolidated balance sheet.

2.18 “ Performance Award ” means the incentive compensation awarded and payable to an Eligible Employee pursuant to Section 4.1 for a Performance Period.

2.19 “ Performance Period ” means:

(a) the one (1) fiscal year period commencing on the January 1 coinciding with or immediately preceding the date an Eligible Employee commences participation in the Plan and ending on the immediately succeeding December 31;

(b) the two (2) fiscal year period commencing on the January 1 coinciding with or immediately preceding the date an Eligible Employee commences participation in the Plan and ending on December 31 of the immediately succeeding fiscal year; and

(c) each period of three (3) consecutive fiscal years of the Company commencing on the January 1 coinciding with or immediately preceding the date an Eligible Employee commences participation in the Plan and on each January 1 thereafter.

2.20 “ Plan ” means the Nucor Corporation Senior Officers Long-Term Incentive Plan, as set forth herein and as amended from time to time.

2.21 “ Restricted Stock Performance Award ” is defined in Section 4.2.

2.22 “ Return on Average Invested Capital ” for a Performance Period means an amount, expressed as a percentage, determined by dividing (a) the Company’s Adjusted Net Earnings for the Performance Period by (b) the Company’s Average Invested Capital for the Performance Period.

 

4


2.23 “ Separation from Service ” means the termination of an Eligible Employee’s employment with the Company and its Subsidiaries, provided such termination also constitutes a separation from service under Section 409A of the Code.

2.24 “ Steel Peer Group ” for a Performance Period means a group of not less than five (5) steel industry competitors designated by the Committee not later than ninety (90) days after the beginning of the Performance Period.

2.25 “ Subsidiary ” means any corporation (other than the Company), limited liability company, or other business organization in an unbroken chain of entities beginning with the Company in which each of such entities other than the last one in the unbroken chain owns stock, units, or other interests possessing fifty percent (50%) or more of the total combined voting power of all classes of stock, units, or other interests in one of the other entities in that chain.

2


 
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