Exhibit 10.10
IPSCO Inc.
2005 Form 10-K
PERFORMANCE UNIT AWARD
AGREEMENT
THIS AGREEMENT
made the 29th day of April,
2004.
BETWEEN :
IPSCO INC.,
a corporation incorporated under the
laws of Canada,
(hereinafter called the
“Company”),
OF THE FIRST PART ,
-and-
BURTON M. JOYCE
, of Penhook, Virginia
(hereinafter called the
“Participant”),
OF THE SECOND
PART.
WHEREAS the Company has established an Incentive Share
Option Plan (which, as amended from time to time by the Board of
Directors of the Company and approved by Shareholders, is
hereinafter referred to as the “Plan”) whereby certain
designated officers, employees and directors of the Company and its
subsidiaries may from time to time be granted options, restricted
shares and performance units;
AND WHEREAS
the Participant, as a director of
the Company, has been designated to receive a grant of Performance
Units (as defined herein), subject to and in accordance with the
terms of this Agreement and of the Plan;
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in
consideration of the mutual covenants herein contained the parties
do hereby agree as follows:
1.
Grant
Pursuant to Section 9 of the Plan, the Company
hereby grants and awards to the Participant One Thousand (1,000)
performance units (the “Performance
Units”).
Each Performance Unit shall be subject to the
terms of the Plan and of this Agreement, including the terms
relating to the Performance Period and the Performance Objective
(as those terms are herein defined).
2.
Performance Period/Performance
Objective
The performance period applicable to the
Performance Units shall be the period beginning on April 29, 2004,
(the “Commencement Date”) and ending on April 28, 2007,
(the “Performance Period”). The performance
objective applicable to the Performance Units (the
“Performance Objective”) shall be the achievement by
the Company during the Performance Period of positive cumulative
net income (as calculated on a consolidated basis in accordance
with Canadian generally accepted accounting principles)
attributable to the common shares of the Company (the “Common
Shares”).
3.
Vesting of Performance
Units
The Performance Units will vest upon the earlier
of
(a)
the date of a Change of Control,
and
(b)
April 28, 2007, provided that the
Performance Objective is met,
and, provided further that the Participant
remains a director (or is deemed by Section 4 to remain a director)
by the Company or a Subsidiary (as defined in the Plan) on that
date and has been (or is deemed by Section 4 to have been)
continuously so appointed since the date hereof. Performance
Units not vested on or before the last day of the Performance
Period pursuant to the preceding sentence shall lapse and be
terminated and cancelled.
For the purposes of this Section 3, the date of
a Change of Control means the date on which any one of the
following occurs: (i) any person or group of persons acting
in concert acquires beneficial ownership (within the meaning of The
Securities Act (Saskatchewan)) of 20% or more of the outstanding
Common Shares of the Company, or securities convertible into 20% or
more of the outstanding Common Shares on a post-conversion basis;
(ii) during a period of not more than 24 months, a majority of the
Board of Directors ceases to consist of the existing membership or
successors nominated by the existing membership or their similar
successors; (iii) all or substantially all of the individuals and
entities who were the beneficial owners of the Company’s
outstanding securities entitled to vote do not own more than 50% of
such securities in substantially the same proportions following a
shareholder approved reorganization, merger, or consolidation; or
(iv) shareholder approval of either (A) a complete liquidation or
dissolution of the Company or (B) a sale or other disposition of
all or substantially all of the assets of the Company, or a
transaction having a similar effect.
2
4.
Cessation of
Directorship
(a)
If the Participant ceases to be a director (and, if the Participant
is a director of any Subsidiary, the Participant also ceases to be
a director of the Subsidiary) as a result of (i) the death of the
Participant or (ii) such other circumstances as may be approved by
the Board of Directors, the Participant shall be deemed for the
purposes of Section 3 hereof (Vesting of Performance Units), to be
a director of the Company or Subsidiary on the last day of the
Performance Period (or, if earlier, the date of a Change of
Control) and to have been continuously so appointed since the
Commencement Date.
(b)
If the Participant ceases to be a director of the Company (and, if
the Participant is a director of any Subsidiary, the Participant
also ceases to be a director of the Subsidiary) in any circumstance
other than as described in paragraph (a) of this Section 4
(including, but not limited to, (i) termination of the
Participant’s directorship by the Board of Directors, with or
without cause, (ii) resignation by the Participant or (iii) failure
to be re-elected at an annual general meeting of the shareholders
of the Company), all of the Performance Units shall immediately
lapse and be terminated and cancelled. For greater certainty,
this Section 4 shall not apply to any director of the Company or
the Subsidiary who is an officer or employee after the time such
person ceases to be a director of the Company or any
Subsidiary.
5.
Payment of Performance Units and
Dividend Equivalents
Upon vesting of the Performa
