Exhibit 10.17
IPSCO Inc.
2005 Form 10-K
PERFORMANCE UNIT AWARD
AGREEMENT
THIS AGREEMENT
made the 24th day of July,
2003.
BETWEEN:
IPSCO INC.,
a corporation incorporated under the
laws of Canada,
(hereinafter called the
“Company”),
OF THE FIRST PART,
-and-
PETER MACPHAIL
, of Regina, Saskatchewan
(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 an officer 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 Six
Thousand (6,000) 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 July 1,
2003 (the “Commencement Date”) and ending on
June 30, 2006 (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)
June 30, 2006, provided that
the Performance Objective is met,
and, provided further that the Participant is
employed (or is deemed by Section 4 to be employed) 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 employed since the Commencement Date. 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.
4.
Termination of
Employment
(a)
If the Participant ceases to be an employee (and, if the
Participant is an officer, the Participant ceases to be an officer)
of the Company (and, if the Participant is an employee
or
2
officer of any Subsidiary, the Participant also
ceases to be an employee or officer of the Subsidiary) as a result
of:
(i)
disability or illness preventing the
Participant from performing the duties routinely performed by the
Participant;
(ii)
retirement at the normal retirement
age prescribed by the Company retirement benefit or pension plan of
which the Participant is a member;
(iii)
death of the Participant; or
(iv)
such other circumstance 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 employed by 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 employed since the
Commencement Date.
(b)
If the Participant ceases to be an
employee (and, if the Participant is an officer, the Participant
ceases to be an officer) of the Company (and, if the Participant is
an employee or officer of any Subsidiary, the Participant also
ceases to be an employee or officer of the Subsidiary) in any
circumstance other than as described in paragraph (a) of this
Section 4 (including termination by the Company with or
without cause and termination by the Participant), all of the
Performance Units shall immediately lapse and be terminated and
cancelled. For greater certainty, the Participant’s
employment shall not be considered to terminate where there is a
transfer of the Participant’s employment without an
intervening period from the Company to a Subsidiary or vice versa,
or from one Subsidiary to another.
5.
Payment of Performance Units
and Dividend Equivalents
Upon vesting of the Performance
Units in accordance with Sections 3 and 4 hereof, the Participant
shall become entitled to
