Exhibit 10.1
NUCOR CORPORATION
SENIOR OFFICERS LONG-TERM
INCENTIVE PLAN
as amended and restated effective
February 18, 2009
Table of Contents
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ARTICLE I INTRODUCTION
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1
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ARTICLE II DEFINITIONS
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1
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2.1
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“Adjusted Net Earnings”
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1
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2.2
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“Average Invested
Capital”
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1
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2.3
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“Beneficiary”
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1
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2.4
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“Board”
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1
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2.5
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“Change in Control”
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1
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2.6
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“Change in Control Acceleration
Event”
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3
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2.7
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“Code”
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3
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2.8
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“Company”
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3
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2.9
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“Compensation”
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3
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2.10
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“Committee”
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3
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2.11
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“Deferral Account”
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3
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2.12
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“Deferral Agreement”
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3
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2.13
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“Effective Date”
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3
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2.14
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“Eligible Employee”
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3
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2.15
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“Employee”
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4
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2.16
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“General Industry Group”
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4
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2.17
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“Invested Capital”
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4
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2.18
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“Performance Award”
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4
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2.19
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“Performance Period”
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4
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2.20
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“Plan”
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4
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2.21
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“Restricted Stock Performance
Award”
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4
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2.22
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“Return on Average Invested
Capital”
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4
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2.23
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“Separation from
Service”
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5
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2.24
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“Steel Peer Group”
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5
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2.25
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“Subsidiary”
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5
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2.26
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“Target Performance
Award”
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5
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ARTICLE III ADMINISTRATION
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5
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ARTICLE IV PERFORMANCE AWARDS
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6
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4.1
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Performance Awards.
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6
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4.2
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Performance Award Payments.
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7
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4.3
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Deferrals of Restricted Stock Performance
Awards.
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8
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i
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ARTICLE V CHANGE IN CONTROL
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10
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5.1
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Termination of Plan and Performance
Periods.
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10
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5.2
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Determination of Performance Awards.
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10
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5.3
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Payment of Performance Awards.
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10
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5.4
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Vesting.
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11
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5.5
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Payment of Deferral Accounts.
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11
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ARTICLE VI MISCELLANEOUS
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11
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6.1
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Amendment or Termination.
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11
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6.2
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Assignability.
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11
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6.3
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Source of Benefits.
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12
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6.4
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No Promise of Continued Employment.
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12
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6.5
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Applicable Law.
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12
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6.6
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Code Section 409A.
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12
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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
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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.
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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.
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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