RYERSON TULL DIRECTORS' COMPENSATION PLAN Amended and Restated Directors' Compensation PlanExecutive Compensation Plan Agreement |
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Exhibit 10.6
Amended and Restated Directors’ Compensation Plan
RYERSON TULL
DIRECTORS’ COMPENSATION PLAN
(As amended and restated as of January 22, 2003)
(As further amended as of January 1, 2005)
ARTICLE 1. -
GENERAL
1.01 Purpose and Effective Date. The Ryerson Tull Directors’ Compensation Plan (the “Plan”) has been established by Ryerson Tull, Inc. (the “Company”) to provide alternative methods of compensating those directors of the Company who do not otherwise receive compensation as employees of the Company or its affiliates in order to aid the Company in attracting and retaining as directors persons whose abilities, experience and judgment can contribute to the continued progress of the Company, and to facilitate the directors’ ability to acquire a proprietary interest in the Company through the acquisition of the Company’s common stock, $1.00 par value per share (“Stock”). The provisions of the Plan as set forth herein constitute an amendment, restatement and continuation of the Plan, and an amendment, restatement and continuation of the Ryerson Tull Directors’ 1999 Stock Option Plan (the “Option Plan”) and the combination thereof, each as in effect immediately prior to January 22, 2003, the “Effective Date” hereof.
1.02 Participation. Only Non-Employee Directors of the Company shall be eligible to participate in the Plan. As of any applicable date, a “Non-Employee Director” is a person who is serving as a director of the Company who is not an employee of the Company or any affiliate of the Company as of that date.
1.03 Administration. The authority to manage and control the operation and administration of the Plan shall be vested in a committee of the Board of Directors of the Company (the “Board”) which committee (the “Committee”) shall have such authorities as delegated to it from time to time by the Board. Subject to the limitations of the Plan and any limitations on authorities imposed on the Committee by the Board, the Committee shall have the sole and complete authority to:
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(a) |
interpret the Plan and to adopt, amend and rescind administrative guidelines and other rules and regulations relating to the Plan; |
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(b) |
correct any defect or omission and reconcile any inconsistency in the Plan or in any payment made hereunder; and |
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(c) |
make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. |
The Committee’s determinations on matters within its control shall be conclusive and binding on the Company and all other persons.
1.04 Shares Subject to the Plan. The Stock which shall be available for distribution pursuant to the Plan shall be treasury shares (including, in the discretion of the Company, shares purchased in the open market). The maximum number of shares of Stock to be distributed pursuant to the Plan shall be 461,000, inclusive of the number of shares previously distributed under the Plan and the Option Plan each as in effect immediately prior to the Effective Date; provided, however, that:
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(a) |
in the event of any merger, consolidation, reorganization, recapitalization, spinoff, stock dividend, stock split, reverse stock split, rights offering, exchange or other change in the corporate structure or capitalization of the Company affecting the Stock, the number and kind of shares of Stock available for awards under the Plan shall be equitably adjusted in such manner as the Committee shall determine in its sole judgment; |
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(b) |
in determining what adjustment, if any, is appropriate pursuant to paragraph (a), the Committee may rely on the advice of such experts as it deems appropriate, including, but not limited to, counsel, investment bankers and accountants of the Company; and |
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(c) |
no fractional shares shall be granted or authorized pursuant to any adjustment in accordance with paragraph (a), although cash payments may be authorized in lieu of fractional shares that may otherwise result from such an equitable adjustment. |
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(d) |
in the event of the exercise or termination (by reason of forfeiture, expiration, cancellation, surrender or otherwise) of any award under the Plan, that number of shares of Stock that was subject to the award, but not delivered, shall again be available for awards under the Plan; provided, however, that shares which are surrendered in payment of the Option Price upon the exercise of an Option in accordance with subsection 2.1 shall not again be available for issuance under the Plan. |
1.05 Compliance with Applicable Laws. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Stock under the Plan unless such delivery would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. Prior to the delivery of any shares of Stock under the Plan, the Company may require a written statement that the recipient is acquiring the shares for investment and not for the purpose or with the intention of distributing the shares. If the redistribution of shares is restricted pursuant to this subsection 1.5, the certificates representing such shares may bear a legend referring to such restrictions.
1.06 Director and Shareholder Status. The Plan will not give any person the right to continue as a director of the Company, or any right or claim to any benefits under the Plan unless such right or claim to any benefits has specifically accrued under the terms of the Plan. Participation in the Plan and any right to accrued benefits shall not create any rights in a director (or any other person) as a shareholder of the Company until shares of Stock are registered in the name of the director (or such other person).
1.07 Definition of Fair Market Value. The “Fair Market Value” of a share of Stock on any date shall be equal to the average (rounded up to the next whole cent) of the high and low prices of a share of Stock reported on the New York Stock Exchange Composite Transactions for the applicable date or, if there are no such reported trades for such date, for the last previous date for which trades were reported.
1.08 Source of Payments. Except for Stock actually delivered pursuant to the Plan, the Plan constitutes only an unfunded, unsecured promise of the Company to make payments or awards to directors (or other persons) or deliver Stock in the future in accordance with the terms of the Plan.
1.09 Nonassignment. Neither a director’s nor any other person’s rights to payments or awards under the Plan are subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the director.
1.10 Elections. Any notice or document required to be filed with the Committee under the Plan will be properly filed if delivered or mailed by registered mail, postage prepaid, to the Committee, in care of the Company, at the Company’s principal executive offices. The Committee may, by advance written notice to affected persons, revise such notice procedure from time to time. Any notice required under the Plan may be waived by the person entitled thereto.
ARTICLE 2. -
PAYMENT OF RETAINER
2.01 Payment of Retainer. Subject to the terms and conditions of the Plan, for each Award Year (as defined below), each individual who is a Non-Employee Director during such Award Year shall be paid an annual retainer in an amount determined from time to time by the Board (the “Retainer”). The term “Award Year” means a twelve-month period beginning as of the first day of the first month following a regular annual meeting of the Company’s shareholders. Each Non-Employee Director shall have his or her Retainer for any Award Year paid in cash (a “Cash Retainer”), shares of restricted Stock (a “Restricted Stock Retainer”), shares of unrestricted stock (a “Stock Retainer”) or options (an “Option Retainer”), or a combination thereof, as determined by the Board from time to time or, to the extent authorized by the Board, as elected by the Non-Employee Director, all in accordance with and subject to the following:
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(a) |
Prior Award Years. Any Retainer for an Award Year commencing prior to the Effective Date which was payable in accordance with Section 2 of the Plan as in effect immediately prior to the Effective Date shall continue to be payable in accordance with the terms thereof. |
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(b) |
Cash Retainer. As of the last day of each calendar quarter which includes any calendar month of an Award Year commencing after the Effective |
Date, each Non-Employee Director shall be paid an amount equal to one-twelfth of his or her annual Cash Retainer for such Award Year multiplied by the number of months of such Award Year occurring in such calendar quarter, excluding any such month in which the individual did not serve as a Non-Employee Director.
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(c) |
Restricted Stock Retainer. As of the first day of any Award Year commencing after the Effective Date, each Non-Employee Director shall be paid his or her Restricted Stock Retainer for such Award Year in the form of shares of Stock which are nontransferable and subject to forfeiture until earned as described below (“Restricted Stock”), subject to the following: |
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(1) |
In the event that an individual becomes a Non-Employee Director after the first day of an Award Year, the Restricted Stock Retainer payable with respect to such individual shall be paid as of the first day of the month coincident with or immediately following the date on which he or she becomes a Non-Employee Director and the amount of such Restricted Stock Retainer shall be equal to (x) the otherwise applicable annual Restricted Stock Retainer reduced by (y) one-twelfth thereof multiplied by the number of full months of such Award Year, if any, preceding the date on which such individual became a Non-Employee Director. |
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(2) |
The number of shares of Restricted Stock payable to any Non-Employee Director with respect to an Award Year in accordance with the foregoing provisions of this paragraph (c) shall be determined on the basis of the Fair Market Value of a share of Stock on the date as of which such payment is made. |
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(3) |
The shares of Restricted
Stock payable to a Non-Employee Director for an Award Year pursuant to this
paragraph (c) shall be earned by him or her, and the restrictions on transfer
of such shares shall lapse, in quarterly installments on the last day of each
calendar quarter, beginning with the last day of the calendar quarter in
which the shares of Restricted Stock became payable; provided, however, that
any shares
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