EXHIBIT 10.19
AMENDED AND RESTATED
STEEL DYNAMICS, INC.
1996 INCENTIVE STOCK OPTION PLAN
I. PURPOSE AND SCOPE OF
PLAN.
1.1 Steel Dynamics, Inc. (the
“Company”) wishes to provide all Employees of the
Company and its Subsidiaries, each of whom is a key employee and
each of whom is in a position to materially affect the
profitability and growth of the Company and its Subsidiaries, an
opportunity to acquire an ownership interest in the Company and in
the stockholder values which everyone is working to create, and in
so doing to encourage and motivate each such person to more fully
identify his or her increased welfare and well-being with that of
the Company. These objectives will be attained through periodic
grants to such Employees of options to purchase shares of the
Company’s common stock (“Stock”).
1.2 Directors who are also Employees
are eligible to participate in this Amended and Restated 1996
Incentive Stock Option Plan (the “Plan”).
1.3 The awards offered hereunder are
not in lieu of but are supplemental to any salary or other forms of
compensation for services.
II. EFFECTIVE DATE AND TERM OF
PLAN.
2.1 The original Plan became
effective on October 28, 1996, upon the approval by the
Company’s stockholders on the same date. The Plan, as
amended, was approved by the Board of Directors November 2,
2000, and when approved by stockholders on May 24, 2001, will
be deemed effective as of November 2, 2000. From and after the
Effective Date, subject to Section 2.2 the Plan shall remain
in effect until all Stock subject to the Plan has been purchased or
acquired according to the Plan’s provisions; provided,
however, that in no event may any options be granted under the Plan
on or after December 31, 2006.
2.2 The Board of Directors or the
Committee described in Section 5.1, as the case may be, may at
any time suspend or terminate the Plan. An option may not be
granted while the Plan is suspended or after it is terminated, but
any rights and obligations under any option granted while the Plan
is in effect shall not be deemed altered or impaired by suspension
or termination of the Plan, except with the consent of the person
to whom the option was granted. The power of the Board of Directors
or the Committee, as the case may be, to administer and construe
any option granted prior to suspension or termination of the Plan
under Section 5.3 shall nevertheless continue after any such
suspension or termination.
III. DEFINITIONS.
When any word or phrase appears in
this Plan with the initial letter capitalized, and the word or
phrase does not commence a sentence, that word or phrase, unless a
clearly different meaning is required by the context, shall
generally be given a meaning ascribed to it in this Section or
elsewhere if the word or phrase is defined within quotation marks.
The following words or phrases shall have the following
meanings:
3.1 “Board” means the
Board of Directors of the Company.
3.2 “Code” means the
Internal Revenue Code of 1986, as amended from time to
time.
3.3 “Committee” means
the Committee of the Board described in Article V, if any, or,
in lieu of a separate Committee, the full Board.
3.4 “Company” means
Steel Dynamics, Inc., an Indiana corporation, and its
Subsidiaries.
3.5 “Disability” means
termination of employment with the Company or any of its
Subsidiaries as a result of an Employee’s inability to
perform substantially his or her duties and responsibilities to the
Company or any of its Subsidiaries by reason of a physical or
mental disability or infirmity (i) for a continuous period of
six (6) months, or (ii) at such earlier time as such
Employee submits medical evidence satisfactory to the Committee, or
the Committee otherwise determines, that such Employee has a
physical or mental disability or infirmity that will prevent such
Employee from substantially performing his or her duties and
responsibilities for six months or longer.
3.6 “Effective Date”
means the date determined under Section 2.1.
3.7 “Employees” means
full time employees of the Company and its Subsidiaries, including
officers, managers, supervisors, professionals, and hourly
employees, whose jobs contemplate service of not less than 1,000
hours annually.
3.8 “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to
time.
3.9 “Fair Market Value”
means, as of any date, the value of the Stock determined as
follows:
(i) If the Stock is listed on
any established stock exchange or a national market system,
including without limitation the NASDAQ National Market of the
National Association of Securities Dealers, Inc. Automated
Quotation (NASDAQ) System, the Fair Market Value of a share of
Stock shall be the closing sales price for such Stock (or the
closing bid, if no sales were reported) as quoted on such system or
exchange (or the exchange with the greatest volume of trading in
the Stock) on the last market trading day prior to the Grant Date,
as reported in the Wall Street Journal or such other source as the
Committee deems reliable;
(ii) If the Stock is quoted on
the NASDAQ System (but not on the NASDAQ National Market thereof)
or is regularly quoted by a recognized securities dealer but
selling prices were not reported, the Fair Market Value of a share
of Common Stock shall be the mean between the high bid and low
asked prices for the Stock on the last market trading day prior to
the Grant Date, as reported in the Wall Street Journal or such
other source as the Committee deems reliable;
(iii) In the absence of an
established market for the Stock, the Fair Market Value shall be
determined in good faith by the Committee, and for purposes of the
first Grant Date described in Section 6.2 Fair Market Value
shall be deemed to be the price of a share of Common Stock
established by the Company’s underwriters on the effective
date of the Company’s Registration Statement and reflected in
the pricing amendment filed with the Securities and Exchange
Commission in connection therewith.
3.10 “Grant Date” means
the date upon which an Option has been granted as prescribed in
Section 6.2.
3.11 “Incentive Stock
Option” means an Option intended to qualify as an incentive
stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.
3.12 “Nonstatutory Stock
Option” means an Option not intended to qualify or otherwise
not qualifying as an Incentive Stock Option.
3.13 “Option” means a
stock option granted pursuant to the Plan.
3.14 “Option Agreement”
means a written agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the
Plan.
3.15 “Optionee” means an
Employee who holds an outstanding Option.
3.16 “Parent” means a
“parent corporation,” whether now or hereafter
existing, as defined in Section 424(e) of the
Code.
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3.17 “Plan” means the
Steel Dynamics, Inc. 1996 Incentive Stock Option Plan, as
Amended and Restated herein.
3.18 “Rules” means the
regulations promulgated by the Securities and Exchange Commission
under Section 16 of the Exchange Act.
3.19 “Securities Act”
means the Securities Act of 1933, as amended from time to
time.
3.20 “Stock” means the
$0.01 par value common stock of the Company and such other
securities of the Company as may be substituted for Stock pursuant
to the terms of the Plan.
3.21 “Subsidiary” means
and is limited to any wholly-owned subsidiary.
IV. SHARES OF STOCK SUBJECT TO THE
PLAN.
4.1 The total number of shares of
Stock of the Company reserved and available for distribution
pursuant to Options granted hereunder shall not exceed, in the
aggregate, 4,903,000 shares of the authorized Stock of the Company,
subject to adjustment described below. Any shares issued by the
Company through the assumption or substitution of outstanding
grants from an acquired company shall not reduce the shares
available for Options under the Plan.
4.2 Stock which may be acquired
under the Plan may be either authorized but unissued shares or
shares of issued Stock held by the Company’s treasury, or
both, at the discretion of the Committee. Whenever any outstanding
Option or portion thereof expires, is canceled, is forfeited or is
otherwise terminated for any reason without having been exercised
or without having been fully vested, the shares allocable to the
expired, canceled, forfeited or otherwise terminated portion of the
Option may again be the subject of Options granted
hereunder.
4.3 In the event of any stock
dividend, stock split, combination or exchange of shares,
recapitalization or other change in the capital structure of the
Company, corporate separation or division (including, but not
limited to, split-up, split-off, spin-off or distribution to
Company stockholders other than a normal cash dividend), sale by
the Company of all or a substantial portion of its assets, rights
offering, merger, consolidation, reorganization or partial or
complete liquidation, or any other corporate transaction or event
having an effect similar to any of the foregoing, the aggregate
number of shares reserved for issuance under the Plan, the number
and Option price of shares subject to outstanding Options, and any
other characteristics or terms of the Options as the Committee
shall deem necessary or appropriate to reflect equitably the
effects of such changes to the Optionees, shall be appropriately
substituted for new shares or adjusted, as determined by the
Committee in its discretion. Notwithstanding the foregoing, each
such adjustment, if any, with respect to any Option shall comply
with the rules of Section 424(a) of the Code, and in
no event shall any adjustment be made which would render any Option
granted hereunder anything other than an incentive stock option for
purposes of Section 422 of the Code, except as otherwise
contemplated by Section 6.4(d), or without the consent of the
Optionee.
V. ADMINISTRATION.
5.1 The Plan shall be administered
by the Board. If the Board elects to do so, however, it may appoint
a committee of directors to administer the Plan and make such
rules as it deems necessary to govern the operation of such
committee. Such committee shall be composed solely of two or more
members of the Board, each of whom shall be both (i) a
“non-employee director” as such term is defined in
Rule 16b-3 promulgated under Section 16 of the Exchange
Act or any successor provision, and (ii) “outside
directors” as that term is used in Section 162 of the
Code and the regulations promulgated thereunder.
5.2 The Board shall administer the
Plan so as to comply at all times with Rule 16b-3 of the
Exchange Act, and Sections 162, 421, 422, and 424 of the Code. To
the extent that any provision hereof or in any option granted
hereunder is not in compliance with any such rule or
requirement, such provision shall be deemed modified so as
to
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be in compliance with such
rule or requirement, or if such modification is not possible,
shall be deemed to be null and void as it relates solely to such
noncompliance.
5.3 The Board has the exclusive
power, authority and discretion, without further stockholder
approval, to:
(a) Determine the terms and
conditions, not inconsistent with the terms hereof, of any Option
granted hereunder;
(b) Adopt, alter and repeal
such administrative rules, guidelines and practices governing the
Plan as it shall from time to time deem advisable;
(c) Interpret the terms and
provisions of the Plan and any Option granted and any Option
Agreements relating thereto;
(d) Accelerate or waive any
term, condition, or restriction, but solely in such a manner as not
to render any Option otherwise qualified hereunder
nonqualified;
(e) Notwithstanding anything to
contrary herein, but subject at all times to the requirements of
SEC Rule 16b-3, Regulation T, the Code, and other federal,
state and local tax and securities laws, the Board may determine
the methods and manner of exercise of options or the means by which
the exercise price of an Option may be paid, including the form of
payment and the methods by which shares of Stock shall be delivered
or transferred to Employees. Without limiting the power and
discretion conferred on the Board pursuant to the preceding
sentence, the Board may, in the exercise of its discretion, but
need not, delegate to and contract with an authorized and licensed
bank, trust company or broker to provide any administrative or
other services otherwise required to be provided under the terms
hereof by the Company or by the Board, in which case notices and
deliveries to and from such bank, trust company or broker shall be
deemed for all purposes hereunder to be notice and delivery to or
from the Company or the Board, as the case may be. Likewise, the
Board may allow an Optionee to pay the exercise price of an Option,
in addition to the manner described in Section 6.4(f), by one
or more of the following methods: (i) in the form of shares of
our common stock already owned by the option holder having an
aggregate fair market
