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10-K
Feb 25, 4:13 PM ET
NUCOR CORP 10-K
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Contents
33
Article IIntroduction
Article IIDefinitions
2.1 Adjusted Net Earnings. Adjusted Net Earnings for a Performance Period means the consolidated net earnings attributable to stockholders reported by the Company for the Performance Period in accordance with generally accepted accounting principles, before reported extraordinary items, but after charges or credits for taxes measured by income and Performance Awards under this Plan and performance awards under the Nucor Corporation Senior Officers Long-Term Incentive Plan.
2.2 Average Invested Capital. Average Invested Capital for a Performance Period means the average of the Invested Capital of the Company as of the last day of the immediately preceding Performance Period and the last day of each fiscal quarter in the Performance Period.
2.3 Average Stockholders’ Equity. Average Stockholders’ Equity for a Performance Period means the average of the Stockholders’ Equity of the Company as of the last day of the immediately preceding Performance Period and the last day of each month in the Performance Period.
2.4 Beneficiary. Beneficiary means the person or persons designated by an Eligible Employee who are to receive any amounts payable under the Plan following the death of the Eligible Employee.
2.5 Change in Control Acceleration Event. Change in Control Acceleration Event means a Change in Control that also constitutes a change in the ownership or effective control of
the Company or a change in the ownership of a substantial portion of the assets of the Company under Section 409A of the Code.
2.6 Compensation. Compensation of an Eligible Employee for a Performance Period means the base salary earned by the Eligible Employee during that portion of the Performance Period the Eligible Employee was employed by the Company and participating in the Plan, before reduction pursuant to any plan or agreement between the Eligible Employee and the Company or any Subsidiary whereby base salary is deferred, including, without limitation, a plan whereby compensation is deferred in accordance with Code Section 401(k) or reduced in accordance with Code Section 125. Compensation shall not include any other form of compensation, whether taxable or non-taxable, including, but not limited to, annual or long-term incentive compensation, commissions, gains from the exercise or vesting of stock options, restricted stock or other equity-based awards or any other forms of additional compensation.
2.7 Deferral Account. Deferral Account means the individual bookkeeping account maintained by the Company for an Eligible Employee to record the Eligible Employee’s Deferral Amounts and Deferral Incentive credits under this Plan and any amounts previously deferred under the substantially similar provisions of the predecessors to this Plan.
2.8 Deferral Agreement. Deferral Agreement means the agreement or agreements entered into by an Eligible Employee which specify the Eligible Employee’s Deferral Amount.
2.9 Deferral Amount. Deferral Amount means the amount of a Performance Award that an Eligible Employee elects to defer under a Deferral Agreement.
2.10 Deferral Incentive. Deferral Incentive means the incentive amount the Company will credit to an Eligible Employee’s Deferral Account pursuant to Section 3.3(b) based on the Eligible Employee’s Deferral Amount.
2.11 Eligible Employee. Eligible Employee means any Employee who is a senior officer of the Company or a Subsidiary and designated by the Committee as an Eligible Employee.
2.12 Employee. Employee means any person who is employed by the Company, including any such person who also serves as a member of the Board.
2.13 Performance Award. Performance Award means the incentive compensation awarded and payable to an Eligible Employee pursuant to Section 3.1 for a Performance Period.
2.14 Performance Objectives. Performance Objectives means the achievement of one or more of the following criteria, or such other criteria, as may be determined by the Committee: (a) Return on Average Stockholders’ Equity; (b) Return on Average Invested Capital; (c) revenue performance; (d) earnings before interest, taxes, depreciation and amortization; (e) earnings before interest, taxes and amortization; (f) operating income; (g) pre- or after-tax income; (h) cash flow; (i) cash flow per share; (j) net earnings attributable to stockholders; (k) earnings per share; (l) return on invested capital; (m) return on assets; (n) economic value added (or an equivalent metric); (o) stock price performance; (p) total stockholder return; (q) improvement in or attainment of expense levels; (r) improvement in or attainment of working capital levels; or (s) debt reduction. Any of the Performance Objectives set forth above may measure performance on a Company-wide
basis or with respect to one or more business units, divisions or Subsidiaries, and either in absolute terms, relative to the performance of one or more similarly situated companies, relative to the performance of an index covering a peer group of companies, relative to the performance of a group of designated companies, or other external measures of the selected Performance Objective.
2.15 Performance Period. Performance Period means the fiscal year of the Company beginning on January 1 and ending on December 31.
2.16 Plan. As used in this Appendix A, Plan means the Nucor Corporation Senior Officers Annual Incentive Plan, as set forth herein and as amended from time to time.
2.17 Return on Average Invested Capital. Return on Average Invested Capital for a Performance Period means an amount, expressed as a percentage, determined by dividing (a) the Company’s Adjusted Net Earnings for the Performance Period by (b) the Company’s Average Invested Capital for the Performance Period.
2.18 Return on Average Stockholders’ Equity. Return on Average Stockholders’ Equity for a Performance Period means an amount, expressed as a percentage, determined by dividing (a) the Company’s Adjusted Net Earnings for the Performance Period by (b) the Company’s Average Stockholders’ Equity for the Performance Period.
2.19 Separation from Service. Separation from Service means the termination of an Eligible Employee’s employment with the Company, provided such termination also constitutes a separation from service under Section 409A of the Code.
2.20 Steel Industry and End-Market Comparators Peer Group. Steel Industry and End-Market Comparators Peer Group for a Performance Period means a comparison peer group of not less than five (5) companies, designated by the Committee not later than ninety (90) days after the beginning of the Performance Period, that are either steel manufacturers or companies that sell into similar end-markets as the Company.
2.21 Stockholders’ Equity. Stockholders’ Equity means the sum of (a) issued capital stock, (b) additional paid-in capital and (c) earnings retained in the business and reserves created by appropriations therefrom, minus the cost of treasury stock, all as shown in the Company’s consolidated balance sheet.
Article IIIPerformance Awards
3.1 Performance Awards.
3.2 Performance Award Payments.
3.3 Deferrals of Performance Awards.
Article IVMiscellaneous
4.1 Amendment or Termination.
4.2 Code Section 409A.
4.3 Special Provisions for Certain Eligible Employees.