Exhibit 10.11
IPSCO Inc.
2005 Form 10-K
PERFORMANCE UNIT AWARD
AGREEMENT
THIS AGREEMENT
made the 24 th day of
July 2003.
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 Six
Hundred (600) 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 “Grant 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 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 employed since the Grant 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.
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) of the Company as a result of
(i) the death of the Participant of (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
2
the Performance Period (or, if earlier, the date
of a Change of Control) and to have been continuously so appointed
since the Commencement Date;
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 Grant
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
shareholders of the Company), all of the Performance Units shall
immediately lapse and be terminated and ca
