Exhibit 10.9
IPSCO Inc.
2005 Form 10-K
PERFORMANCE UNIT AWARD
AGREEMENT
THIS AGREEMENT
made the 28th day of
April 2005.
BETWEEN :
IPSCO INC.,
a corporation incorporated under the
laws of Canada,
(hereinafter called the
“Company”),
OF THE FIRST PART ,
-and-
Burton M. Joyce
, of the City of Penhook, in the
State of 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 28,
2005, (the “Commencement Date”) and ending on
April 27, 2008, (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 of at least USD$250,000,000.00 attributable to the
common shares of the Company (the “Common Shares”) as
reported in the Company’s financial statements.
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 27, 2008, 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) then, if the cessation is not due to cause, the
Performance Units shall vest at the end of the Performance Period
if the Performance Objective are met for such period. Payment in
that event will be calculated by a ratio whereby the numerator
shall be the number of years of such Performance Period the
Director served before the cessation of services and the
denominator shall be the number of years of the Performance Period
multiplied by the Performance Award. Notwithstanding the
provisions of this paragraph, the Board may determine to fully vest
such Participa
