-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KWdx9TXJ2h919Wu0e4g1qg9g8WaVnkCCi0fEjRG6HrYZNPoTmhM/A/C0kHaNM5Wa AhuEzP5l054DjUMor/C/NQ== 0001021408-01-504829.txt : 20010813 0001021408-01-504829.hdr.sgml : 20010813 ACCESSION NUMBER: 0001021408-01-504829 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04119 FILM NUMBER: 1703967 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 10-Q 1 d10q.txt NUCOR CORPORATION SECOND QUARTER 2001 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended June 30, 2001 Commission file number 1-4119 --------------------------- ------ NUCOR CORPORATION ----------------- (Exact name as specified in charter) Delaware 13-1860817 - --------------------------------------------- --------------------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 2100 Rexford Road, Charlotte, North Carolina 28211 - --------------------------------------------- --------------------------- (Address of principal executive offices) (Zip code) Telephone number, including area code: (704) 366-7000 --------------------------- Indication by check mark whether Nucor Corporation (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months, and (2) has been subject to such filing requirements for the past 90 days: Yes X No ----- ---- 77,763,516 shares of common stock were outstanding at June 30, 2001. PART I - FINANCIAL INFORMATION Nucor Corporation - Condensed Consolidated Statements of Earnings - -----------------------------------------------------------------
Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended June 30, 2001 July 1, 2000 June 30, 2001 July 1, 2000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) --------------- --------------- --------------- --------------- Net sales ................... $ 2,106,592,592 $ 2,413,580,080 $ 1,078,574,872 $ 1,213,945,302 --------------- --------------- --------------- --------------- Costs and expenses: Cost of products sold ..... 1,922,335,525 2,068,820,925 978,563,139 1,037,070,924 Marketing, administrative and other expenses ...... 80,220,154 93,507,925 45,540,252 49,192,519 Interest expense (income) 2,405,074 (1,842,308) 3,178,618 878,166 --------------- --------------- --------------- --------------- 2,004,960,753 2,160,486,542 1,027,282,009 1,087,141,609 --------------- --------------- --------------- --------------- Earnings before federal income taxes ...... 101,631,839 253,093,538 51,292,863 126,803,693 Federal income taxes ...... 35,600,000 89,800,000 18,000,000 45,000,000 --------------- --------------- --------------- --------------- Net earnings ............ $ 66,031,839 $ 163,293,538 $ 33,292,863 $ 81,803,693 =============== =============== =============== =============== Net earnings per share ...... $0.85 $1.92 $.43 $.98 ===== ===== ==== ==== Dividends declared per share ............... $.34 $.30 $.17 $.15 ==== ==== ==== ==== Average number of shares outstanding 77,631,068 84,871,429 77,674,806 83,152,589
See notes to condensed consolidated financial statements. 2 Nucor Corporation - Condensed Consolidated Balance Sheets - ---------------------------------------------------------
June 30, December 31, 2001 2000 Assets (Unaudited) (Unaudited) - ------ -------------- -------------- Current assets: Cash and short-term investments................. $ 385,170,638 $ 490,576,279 Accounts receivable............................. 408,713,476 350,184,329 Inventories..................................... 502,472,269 461,151,913 Other current assets............................ 80,620,105 79,534,386 -------------- -------------- Total current assets.......................... 1,376,976,488 1,381,446,907 Property, plant and equipment..................... 2,375,681,515 2,329,420,798 -------------- -------------- Total assets.................................. $3,752,658,003 $3,710,867,705 ============== ============== Liabilities and stockholders' equity Current liabilities: Accounts payable................................ $ 242,945,499 $ 203,334,079 Federal income taxes............................ 15,185,513 -- Salaries, wages and related accruals............ 97,417,220 134,953,274 Accrued expenses and other current liabilities.. 234,351,067 219,781,099 -------------- -------------- Total current liabilities..................... 589,899,299 558,068,452 -------------- -------------- Long-term debt due after one year................. 460,450,000 460,450,000 -------------- -------------- Deferred credits and other liabilities............ 275,724,754 260,054,154 -------------- -------------- Minority interests................................ 248,539,858 301,343,459 -------------- -------------- Stockholders' equity: Common stock.................................... 36,113,176 36,044,855 Additional paid-in capital...................... 78,556,931 71,494,670 Retained earnings............................... 2,518,392,622 2,478,785,710 -------------- -------------- 2,633,062,729 2,586,325,235 Treasury stock.................................. (455,018,637) (455,373,595) -------------- -------------- 2,178,044,092 2,130,951,640 -------------- -------------- Total liabilities and stockholders' equity.... $3,752,658,003 $3,710,867,705 ============== ==============
See notes to condensed consolidated financial statements. 3 Nucor Corporation - Condensed Consolidated Statements of Cash Flows - -------------------------------------------------------------------
Six Months (26 Weeks) Ended_ ----------------------------- June 30, 2001 July 1, 2000_ ------------- ------------- (Unaudited) (Unaudited) ------------- ------------- Operating activities: Net earnings........................................... $ 66,031,839 $163,293,538 Adjustments: Depreciation of plant and equipment.................. 143,799,820 134,883,717 Minority interests................................... 47,582,899 74,827,395 Changes in (exclusive of acquisition): Current assets..................................... (57,681,415) (60,709,070) Current liabilities................................ 24,245,896 50,100,032 Other.............................................. 15,317,769 (7,741,472) ------------ ------------ Cash provided by operating activities................ 239,296,808 354,654,140 ------------ ------------ Investing activities: Capital expenditures (net)............................. (126,120,959) (239,307,070) Proceeds from sale of facility......................... 15,724,799 -- Acquisition (net of cash acquired)..................... (114,980,402) -- ------------ ------------ Cash used in investing activities.................... (225,376,562) (239,307,070) ------------ ------------ Financing activities: Distributions to minority interests.................... (100,386,500) (87,563,000) Issuance of common stock............................... 7,485,540 689,573 Acquisition of treasury stock.......................... -- (263,934,815) Cash dividends......................................... (26,424,927) (24,989,751) ------------ ------------ Cash used in financing activities.................... (119,325,887) (375,797,993) ------------ ------------ Decrease in cash and short-term investments.............. $(105,405,641) $(260,450,923) ============= =============
See notes to condensed consolidated financial statements. 4 Nucor Corporation - Notes to Condensed Consolidated Financial Statements - ------------------------------------------------------------------------ - Unaudited ----------- 1. BASIS OF INTERIM PRESENTATION: The information furnished in Part I reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. The information furnished has not been audited and is subject to year-end adjustments. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Nucor's annual report for the fiscal year ended December 31, 2000. The 2000 balance sheet has been reclassified to conform with the 2001 presentation. 2. INVENTORIES: Inventories consisted of approximately 45% raw materials and supplies, and 55% finished and semi-finished products, at June 30, 2001 and December 31, 2000. Inventories valued on the last-in, first-out (LIFO) method of accounting represent approximately 85% of total inventories as of June 30, 2001 and December 31, 2000. If the first-in, first-out method (FIFO) of accounting had been used, inventories would have been $24,508,398 higher at June 30, 2001 ($19,358,398 higher at December 31, 2000). 3. CONTINGENCIES: Nucor is subject to environmental laws and regulations established by federal, state and local authorities; and makes provision for the estimated costs related to compliance. In December 2000, Nucor entered into a consent decree with the United States Environmental Protection Agency and certain states in order to resolve alleged environmental violations. Under terms of this decree, Nucor will conduct testing at some of its facilities, perform corrective action where necessary, and pilot certain pollution control technologies. 4. SHAREHOLDER RIGHTS PLAN: On March 8, 2001, the Board of Directors adopted a Shareholder Rights Plan ("Plan") in which one right ("Right") was declared as a dividend for each Nucor common share outstanding. Each Right entitles Nucor common shareholders to purchase, under certain conditions, one five-thousandth of a share of newly authorized Series A Junior Participating Preferred Stock ("Preferred Stock"), with one five-thousandth of a share of Preferred Stock intended to be the economic equivalent of one share of Nucor common stock. Until the occurrence of certain events, the Rights are represented by and traded in tandem with Nucor common stock. Rights will be exercisable only if a person or group acquires beneficial ownership of 15 percent (15%) or more of the Nucor common shares or commences a tender or exchange offer, upon the consummation of which such person or group would beneficially own 15 percent (15%) or more of the common shares. Upon such an event, the Rights enable dilution of the acquiring person's or group's interest by providing that other holders of Nucor common stock may purchase, at an exercise price of $150.00, Nucor common stock, or in the discretion of the Board of Directors, Preferred Stock, having double the value of such exercise price. Nucor will be entitled to redeem the Rights at $.001 per Right under certain circumstances set forth in the Plan. The Rights themselves have no voting power and will expire on March 8, 2011, unless earlier exercised, redeemed or exchanged. Each one five-thousandth of a share of Preferred Stock has the same voting rights as one share of Nucor common stock, and each share of Preferred Stock has 5,000 times the voting power of one share of Nucor common stock. 5 Nucor Corporation - Analysis of Operations and Finances - ------------------------------------------------------- Operations - ---------- Although the second quarter of 2001 established new tonnage records for steel shipments to outside customers, net sales dollars decreased by 11% from the second quarter of 2000 to the second quarter of 2001, due to a 20% decrease in composite sales price per ton. New tonnage records for steel shipments were also established in the first half of 2001; however, net sales dollars decreased by 13% from the first half of 2000 to the first half of 2001, due to a 19% decrease in composite sales price per ton. The major component of cost of products sold is raw material costs. The average price of raw materials decreased approximately 16% in the second quarter of 2001 compared with the second quarter of 2000, and decreased about 16% in the first half of 2001 compared with the first half of 2000. Pre-operating and start-up costs of new facilities increased to $40,000,000 in the first half of 2001, compared with $16,600,000 in the first half of 2000. For the second quarter of 2001, pre-operating and start-up costs were $20,000,000, compared with $10,000,000 in the second quarter of 2000. Major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased about 1% from the second quarter of 2000 to the second quarter of 2001, and increased about 6% from the first half of 2000 to the first half of 2001. Profit sharing costs decreased about 65% from the second quarter of 2000 to the second quarter of 2001, and decreased by 66% from the first half of 2000 to the first half of 2001. Profit sharing costs are based upon and generally fluctuate with pre-tax earnings. The decrease in profit sharing costs was partially offset by additional costs for employment agreements entered into in the second quarter of 2001. Interest expense, net of interest income, increased from the second quarter of 2000 to the second quarter of 2001 and increased from the first half of 2000 to the first half of 2001, due primarily to increased debt, decreased short-term investments and decreased average interest rates on short-term investments. Federal income taxes were at a rate of 35% for the second quarter and first half of 2001, and approximately 35.5% for the second quarter and first half of 2000. Net earnings decreased during the second quarter and first half of 2001, compared with the second quarter and first half of 2000, due to decreased margins and increased pre-operating and start-up costs of new facilities, partially offset by decreased profit sharing costs and decreased federal income taxes. Margins were approximately 9% for both the second quarter and for the first half of 2001, compared with approximately 15% for the second quarter and 14% for the first half of 2000. Liquidity and capital resources - ------------------------------- The current ratio was 2.3 at the end of the first half of 2001, and 2.5 at year-end 2000. The percentage of long-term debt to total capital was 16% at the end of the first half of 2001 and at year-end 2000. Capital expenditures decreased 47% from the first half of 2000 to the first half of 2001. However, this decrease was partially offset by the purchase of substantially all of the assets of Auburn Steel Company, Inc.'s steel bar facility for approximately $115,000,000. Capital expenditures are projected to be less than $300 million for all of 2001. Funds provided from operations, existing credit facilities, and new borrowings are expected to be more than adequate to meet future capital expenditure and working capital requirements. 6 Nucor's directors have approved the purchase of up to 15,000,000 shares of Nucor common stock. There were no repurchases during the second quarter and first half of 2001. Since the inception of the stock repurchase program in 1998, a total of approximately 10,800,000 shares have been repurchased at a total cost of about $445,000,000. PART II - OTHER INFORMATION --------------------------- Item 1 - Legal Proceedings - -------------------------- In December 2000, the United States Environmental Protection Agency and the Department of Justice announced an agreement with Nucor and certain states that resolved alleged environmental violations. Under the terms of the agreement or Consent Decree, Nucor will pilot new air pollution control technology and will evaluate and improve, as appropriate, its water pollution control systems. Nucor will also evaluate and remediate any contamination that may be present on its sites. In July 2001, Nucor paid a $9,000,000 penalty and has agreed to spend another $4,000,000 in Supplemental Environmental Projects under this Consent Decree. As part of the Consent Decree, Nucor is implementing an Environmental Management System throughout its operations. The agreement is comprehensive and involves eight Nucor Steel Mills and six Vulcraft Facilities throughout the nation. Nucor is involved in various other judicial and administrative proceedings as both plaintiff and defendant, arising in the ordinary course of business. Nucor does not believe that any such proceedings (including matters relating to contracts, torts, taxes, warranties and insurance) will have a material adverse effect on its business, operating results, financial condition or cash flows. Item 4 - Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ At the annual meeting of stockholders held on May 9, 2001, two directors were elected for terms of three years expiring in 2004; 53,085,444 shares were voted for Daniel R. DiMicco (13,290,449 abstained) and 58,134,289 shares were voted for James D. Hlavacek (8,241,604 abstained). Item 6 - Exhibits and Reports on Form 8-K - ----------------------------------------- a. List of Exhibits: - -------------------------- Exhibit No. Description of Exhibit ----------- ---------------------- 10.1 Employment Agreement of Daniel R. DiMicco 10.2 Employment Agreement of Terry S. Lisenby 10.3 Employment Agreement of Hamilton Lott, Jr. 10.4 Employment Agreement of D. Michael Parrish 10.5 Employment Agreement of Joseph A. Rutkowski 11 Computation of net earnings per share b. Reports on Form 8-K: - ----------------------- On April 5, 2001, Nucor filed a current report on Form 8-K under Item 5 concerning the purchase of substantially all of the assets of Auburn Steel Company, Inc.'s steel bar facility for approximately $115,000,000. The transaction closed on March 31, 2001. 7 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Nucor Corporation has duly caused this report to be signed on its behalf by the undersigned, who is (1) a duly authorized officer, and (2) the principal accounting officer. NUCOR CORPORATION By: /s/ Terry S. Lisenby ------------------------------------------- Terry S. Lisenby Chief Financial Officer, Treasurer and Executive Vice President Dated: August 10, 2001 8 NUCOR CORPORATION List of Exhibits to Form 10-Q - June 30, 2001 Exhibit No. Description of Exhibit ----------- ---------------------- 10.1 Employment Agreement of Daniel R. DiMicco 10.2 Employment Agreement of Terry S. Lisenby 10.3 Employment Agreement of Hamilton Lott, Jr. 10.4 Employment Agreement of D. Michael Parrish 10.5 Employment Agreement of Joseph A. Rutkowski 11 Computation of net earnings per share EX-10.1 3 dex101.txt EMPLOYMENT AGREEMENT OF DANIEL R. DIMICCO Nucor Corporation Form 10-Q June 30, 2001 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into between Nucor Corporation, a Delaware corporation, on behalf of itself and its affiliates (collectively "Nucor"), and Daniel R. DiMicco, a resident of Waxhaw, North Carolina (the "Employee"). WHEREAS, Employee has been employed as an "at-will" employee of Nucor, and the parties wish to formalize their employment relationship in writing and for Nucor to continue Employee's employment under the terms and conditions set forth below; WHEREAS, Employee and Nucor previously entered into an "Agreement Not to Compete" dated as of September 19, 1999; WHEREAS, Employee and Nucor now wish to substitute this Employment Agreement for the previous "Agreement Not to Compete"; NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree as follows: 1. Employment. Nucor agrees to continue to employ Employee in the ---------- position of President and Chief Executive Officer, and Employee agrees to accept continued employment in this position, subject to the terms and conditions set forth in this Agreement. 2. Signing Payment. Nucor will pay Employee a one-time $10,000 amount for --------------- executing this Agreement. This $10,000 will become due and payable to Employee upon Employee's execution of this Agreement. 3. Compensation and Benefits During Employment. Nucor will provide the ------------------------------------------- following compensation and benefits to Employee: (a.) Nucor will pay Employee a base salary of $412,500 per year, paid on a monthly basis, subject to withholding by Nucor and other deductions as required by law. This amount is subject to adjustment up or down by Nucor's Board of Directors at its sole discretion and without notice to Employee. (b.) Employee will be eligible for bonuses based on the Senior Officer Incentive Compensation Plans, as modified from time to time by, and in the sole discretion of, the Board of Directors of Nucor. (c.) Employee will be eligible for those employee benefits that are generally made available by Nucor to its employees. (d.) Employee shall be eligible to participate in the Key Employees Incentive Stock Option Plan (the "Option Plan") in accordance with the applicable terms and conditions of the Option Plan and a Key Employee Stock Option Certificate issued to Employee. 4. Compensation Following Termination. ----------------------------------- (a.) From the date of Employee's termination, whether by Employee or Nucor for any or no reason, Nucor will pay Employee a monthly amount for twenty-four (24) months following Employee's termination. The monthly amount will be computed using the following formula: the amount of Employee's highest base salary level during the prior twelve months multiplied by 3.36 and the product divided by twelve. The payments shall be made at the end of each month following Employee's termination on Nucor's regular monthly payroll date. (b.) In exchange for Nucor's promises in this Section 4 and other good and valuable consideration, Employee agrees to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement. If Employee fails to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement, Nucor may, at its option, do any or all of the following: (i) pursue any legal remedies available to it (including but not limited to injunctive relief, damages, and specific performance), and (ii) declare the monthly payment forfeited with respect to any month during which Employee is in breach of this Agreement. Nucor may declare the monthly payment forfeited if Employee is in breach of this Agreement for any portion of the month at issue, and Employee will not be entitled to a payment for that month. (c.) If Employee is employed by Nucor at the time of Employee's death, Nucor's obligations to make any monthly payments under this Agreement will automatically terminate and Employee's estate and executors will have no rights to payments under this Agreement. If Employee dies during the first twelve months following Employee's termination from employment with Nucor, then Nucor will pay Employee's estate the monthly payments through the end of the twelfth month following Employee's termination. If Employee dies twelve or more months after termination of Employee's employment with Nucor, then Nucor's obligations to make monthly payments under this Agreement will automatically terminate without the necessity of Nucor providing written notice. 5. Duties and Responsibilities; Best Efforts. While employed by Nucor, ------------------------------------------ Employee shall perform such duties for and on behalf of Nucor as may be determined and assigned to Employee from time to time by members of Nucor's Board of Directors. Employee shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Employee's employment with Nucor, Employee will not undertake other paid employment or engage in any other business activity without prior written consent of Nucor. 6. Employment at Will. The parties acknowledge and agree that this ------------------ Agreement does not create employment for a definite term and that Employee's employment with Nucor is terminable by Nucor or Employee at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Employee and Nucor after the date of this Agreement. 7. Change in Employee's Position. In the event that Nucor transfers, ----------------------------- demotes, promotes, or otherwise changes Employee's compensation or position with Nucor, the restrictions and post-termination obligations of this Agreement shall remain in full force and effect on both parties. 8. Recognition of Nucor's Legitimate Interests. Employee understands and ------------------------------------------- acknowledges that Nucor and its affiliates compete in North America in the research, manufacture, marketing, sale and distribution of steel and steel products, including but not limited to flat-rolled steel, steel shapes, structural steel, steel plate, steel joists and girders, steel deck, steel fasteners, and metal building systems. As part of Employee's employment with Nucor, Employee will be provided significant Confidential Information by Nucor (as defined below). In addition, Employee will have direct contact with Nucor's customers, in which capacity he is expected to develop good relationships with such customers. Employee acknowledges that Nucor's competitors would obtain an unfair advantage if Employee disclosed the Confidential Information to a competitor, used it in a competitor's behalf, or if he were able to exploit the relationships he developed as an employee of Nucor to solicit business on behalf of a competitor. 9. Definition of Confidential Information. As used in this Agreement, -------------------------------------- Confidential Information shall include, without limitation, financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors, or business opportunities; information about Nucor's costs and the pricing structure used in sales to customers; information about Nucor's overall corporate business strategy; and technological innovations used in the business. 10. Agreement to Maintain Confidentiality. ------------------------------------- (a.) Except as otherwise provided in this Agreement, during Employee's employment with Nucor and at all times after the termination of Employee's employment, Employee covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to the Employee or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Employee from time to time while employed by Nucor. Employee will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Employee's own benefit or for the benefit of any person, entity, firm or company other than Nucor. (b.) Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Employee, and whether compiled or created by Employee, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Employee also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Employee's employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. (c.) Employee's obligations under this Section 10 will survive termination of his employment and will continue indefinitely. For purposes of this Section, information shall not be deemed to be "Confidential Information" to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Employee; (ii) is furnished to any person by Nucor without restriction on disclosure; (iii) becomes known to the Employee from a source other than Nucor, without a breach of any agreement with Nucor and without any restriction on disclosure; (iv) is required to be disclosed by judicial action, provided, however, that prompt notice of said judicial action shall have been given to Nucor and that efforts to avoid disclosure shall have been exhausted; or (v) is disclosed after written approval for the disclosure has been given by Nucor. 11. Noncompetition. --------------- (a.) Employee hereby agrees that for the duration of Employee's employment with Nucor, and for a period of twenty-four (24) months thereafter, Employee will NOT, within the Restricted Territory, do any of the following: (1) Engage directly or indirectly (either as an owner, employee, consultant, or in any similar capacity) in the research, development, manufacture, marketing, sale, or distribution of steel or steel products which are the same as or similar to those in development, manufactured, and/or sold by Nucor on the date of Employee's termination. (2) Solicit or encourage any customers of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain Nucor customers at the time of solicitation, to purchase steel or steel products from any entity other than Nucor. (3) Encourage, induce, or attempt to induce any employees of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain employed by Nucor at the time of the attempted inducement, to end their employment relationship with Nucor. (b.) As used in this provision, "Restricted Territory" shall mean the following: (1) The United States, Canada, and Mexico. (2) If the definition in subparagraph (b)(1) is found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean the United States. (3) If the definitions in subparagraphs (b)(1) and (b)(2) are found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean each state in the United States in which Nucor has a manufacturing facility or plant on the date of the termination of Employee's employment with Nucor (at the time of entry into this Agreement, these states include North Carolina, South Carolina, Texas, Alabama, Arkansas, Nebraska, Utah, Indiana, and New York). (c.) Employee specifically agrees that the post-termination restrictions in this Section 11 will apply to Employee regardless of whether termination of employment is initiated by Nucor or Employee and regardless of the reason for termination of Employee's employment. Further, Employee acknowledges and agrees that Nucor's payment of the compensation described in Section 4 is intended to compensate Employee for the limitations on Employee's competitive activities described in this Section 11 for the two-year period following Employee's employment with Nucor regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Employee's employment without cause, Employee expressly agrees that the restrictions in this Section 11 will apply to Employee notwithstanding the reasons or motivations of Nucor in terminating Employee's employment. 12. Severability. It is the intention of the parties to restrict the ------------- activities of Employee only to the extent reasonably necessary for the protection of Nucor's legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor's legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect. 13. Assignment of Intellectual Property Rights. ------------------------------------------- (a.) Employee hereby assigns to Nucor Employee's entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the "Developments"), made or conceived during Employee's employment by Nucor solely or jointly by Employee, or created wholly or in part by Employee, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) relate to Nucor's actual or anticipated business or research or development, or (ii) are suggested by or result from any work performed by Employee on Nucor's behalf. (b.) In connection with any of the Developments assigned in subparagraph (a) above: (i) Employee will promptly disclose them to Nucor's management; and (ii) Employee will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anything else reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country. 14. Enforcement. In addition to any other remedies available to Nucor, ------------ the provisions of this Agreement may be enforced by injunction to (a) restrain any violation by Employee, Employee's partners, agents, servants, employers, and employees, and all persons acting for or with Employee, and (b) to compel specific performance of the terms and conditions of this Agreement. Employee represents and acknowledges that in the event of the termination of Employee's employment for any reason, Employee's experience and capabilities are such that Employee can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Employee from earning a livelihood. 15. Reasonableness of Restrictions. Employee has carefully considered the ------------------------------ nature and extent of the restrictions upon him and the rights and remedies conferred upon Nucor under Sections 4, 10, 11, 13, and 14 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Employee's exercise of his inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to the Employee. Employee certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses and that he understands its provisions and has entered into this Agreement freely and voluntarily. 16. Applicable Law. This Agreement shall be interpreted, construed and -------------- governed according to the laws of the State of North Carolina, regardless of choice of law principles to the contrary. Further, Nucor and Employee agree that in any dispute between them jurisdiction and venue are appropriate in Mecklenburg County, North Carolina. 17. Employee to Return Property. Employee agrees that upon (a) the --------------------------- termination of Employee's employment with Nucor, whether by Employee or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Employee (or in the event of the death or disability of Employee, Employee's heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor, including but not limited to all Confidential Information, notes, data, tapes, computers, lists, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, and equipment, without retaining any copies or summaries of such property. 18. Entire Agreement; Amendments. This Agreement discharges and cancels ---------------------------- all previous agreements and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties. 19. Assignability. This Agreement and the rights and duties created ------------- hereunder shall not be assignable or delegable by Employee. Nucor may, at its option and without consent of Employee, assign its rights and duties hereunder to any successor entity or transferee of Nucor's assets. 20. Binding Effect. This Agreement shall be binding upon and inure to the -------------- benefit of Nucor and Employee and their respective successors, assigns, heirs and legal representatives. 21. No Waiver. No failure or delay by any party to this Agreement to --------- enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below. DANIEL R. DIMICCO /s/ Daniel R. DiMicco --------------------------------- Daniel R. DiMicco Date: April 10, 2001 --------------------------- NUCOR CORPORATION By: /s/ Terry S. Lisenby ----------------------------- Its: Executive Vice President ---------------------------- Date: April 10, 2001 --------------------------- EX-10.2 4 dex102.txt EMPLOYMENT AGREEMENT OF TERRY S. LISENDY Nucor Corporation Form 10-Q June 30, 2001 Exhibit 10.2 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into between Nucor Corporation, a Delaware corporation, on behalf of itself and its affiliates (collectively "Nucor"), and Terry S. Lisenby, a resident of Charlotte, North Carolina (the "Employee"). WHEREAS, Employee has been employed as an "at-will" employee of Nucor, and the parties wish to formalize their employment relationship in writing and for Nucor to continue Employee's employment under the terms and conditions set forth below; WHEREAS, Employee and Nucor previously entered into an "Agreement Not to Compete" dated as of September 19, 1999; WHEREAS, Employee and Nucor now wish to substitute this Employment Agreement for the previous "Agreement Not to Compete"; NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree as follows: 1. Employment. Nucor agrees to continue to employ Employee in the ---------- position of Executive Vice President and Chief Financial Officer, and Employee agrees to accept continued employment in this position, subject to the terms and conditions set forth in this Agreement. 2. Signing Payment. Nucor will pay Employee a one-time $10,000 amount for --------------- executing this Agreement. This $10,000 will become due and payable to Employee upon Employee's execution of this Agreement. 3. Compensation and Benefits During Employment. Nucor will provide the ------------------------------------------- following compensation and benefits to Employee: (a.) Nucor will pay Employee a base salary of $298,300 per year, paid on a monthly basis, subject to withholding by Nucor and other deductions as required by law. This amount is subject to adjustment up or down by Nucor's Board of Directors at its sole discretion and without notice to Employee. (b.) Employee will be eligible for bonuses based on the Senior Officer Incentive Compensation Plans, as modified from time to time by, and in the sole discretion of, the Board of Directors of Nucor. (c.) Employee will be eligible for those employee benefits that are generally made available by Nucor to its employees. (d.) Employee shall be eligible to participate in the Key Employees Incentive Stock Option Plan (the "Option Plan") in accordance with the applicable terms and conditions of the Option Plan and a Key Employee Stock Option Certificate issued to Employee. 4. Compensation Following Termination. ----------------------------------- (a.) From the date of Employee's termination, whether by Employee or Nucor for any or no reason, Nucor will pay Employee a monthly amount for twenty-four (24) months following Employee's termination. The monthly amount will be computed using the following formula: the amount of Employee's highest base salary level during the prior twelve months multiplied by 3.36 and the product divided by twelve. The payments shall be made at the end of each month following Employee's termination on Nucor's regular monthly payroll date. (b.) In exchange for Nucor's promises in this Section 4 and other good and valuable consideration, Employee agrees to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement. If Employee fails to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement, Nucor may, at its option, do any or all of the following: (i) pursue any legal remedies available to it (including but not limited to injunctive relief, damages, and specific performance), and (ii) declare the monthly payment forfeited with respect to any month during which Employee is in breach of this Agreement. Nucor may declare the monthly payment forfeited if Employee is in breach of this Agreement for any portion of the month at issue, and Employee will not be entitled to a payment for that month. (c.) If Employee is employed by Nucor at the time of Employee's death, Nucor's obligations to make any monthly payments under this Agreement will automatically terminate and Employee's estate and executors will have no rights to payments under this Agreement. If Employee dies during the first twelve months following Employee's termination from employment with Nucor, then Nucor will pay Employee's estate the monthly payments through the end of the twelfth month following Employee's termination. If Employee dies twelve or more months after termination of Employee's employment with Nucor, then Nucor's obligations to make monthly payments under this Agreement will automatically terminate without the necessity of Nucor providing written notice. 5. Duties and Responsibilities; Best Efforts. While employed by Nucor, ------------------------------------------ Employee shall perform such duties for and on behalf of Nucor as may be determined and assigned to Employee from time to time by members of Nucor's Board of Directors. Employee shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Employee's employment with Nucor, Employee will not undertake other paid employment or engage in any other business activity without prior written consent of Nucor. 6. Employment at Will. The parties acknowledge and agree that this ------------------ Agreement does not create employment for a definite term and that Employee's employment with Nucor is terminable by Nucor or Employee at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Employee and Nucor after the date of this Agreement. 7. Change in Employee's Position. In the event that Nucor transfers, ----------------------------- demotes, promotes, or otherwise changes Employee's compensation or position with Nucor, the restrictions and post-termination obligations of this Agreement shall remain in full force and effect on both parties. 8. Recognition of Nucor's Legitimate Interests. Employee understands and ------------------------------------------- acknowledges that Nucor and its affiliates compete in North America in the research, manufacture, marketing, sale and distribution of steel and steel products, including but not limited to flat-rolled steel, steel shapes, structural steel, steel plate, steel joists and girders, steel deck, steel fasteners, and metal building systems. As part of Employee's employment with Nucor, Employee will be provided significant Confidential Information by Nucor (as defined below). In addition, Employee will have direct contact with Nucor's customers, in which capacity he is expected to develop good relationships with such customers. Employee acknowledges that Nucor's competitors would obtain an unfair advantage if Employee disclosed the Confidential Information to a competitor, used it in a competitor's behalf, or if he were able to exploit the relationships he developed as an employee of Nucor to solicit business on behalf of a competitor. 9. Definition of Confidential Information. As used in this Agreement, -------------------------------------- Confidential Information shall include, without limitation, financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors, or business opportunities; information about Nucor's costs and the pricing structure used in sales to customers; information about Nucor's overall corporate business strategy; and technological innovations used in the business. 10. Agreement to Maintain Confidentiality. ------------------------------------- (a.) Except as otherwise provided in this Agreement, during Employee's employment with Nucor and at all times after the termination of Employee's employment, Employee covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to the Employee or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Employee from time to time while employed by Nucor. Employee will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Employee's own benefit or for the benefit of any person, entity, firm or company other than Nucor. (b.) Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Employee, and whether compiled or created by Employee, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Employee also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Employee's employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. (c.) Employee's obligations under this Section 10 will survive termination of his employment and will continue indefinitely. For purposes of this Section, information shall not be deemed to be "Confidential Information" to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Employee; (ii) is furnished to any person by Nucor without restriction on disclosure; (iii) becomes known to the Employee from a source other than Nucor, without a breach of any agreement with Nucor and without any restriction on disclosure; (iv) is required to be disclosed by judicial action, provided, however, that prompt notice of said judicial action shall have been given to Nucor and that efforts to avoid disclosure shall have been exhausted; or (v) is disclosed after written approval for the disclosure has been given by Nucor. 11. Noncompetition. --------------- (a.) Employee hereby agrees that for the duration of Employee's employment with Nucor, and for a period of twenty-four (24) months thereafter, Employee will NOT, within the Restricted Territory, do any of the following: (1) Engage directly or indirectly (either as an owner, employee, consultant, or in any similar capacity) in the research, development, manufacture, marketing, sale, or distribution of steel or steel products which are the same as or similar to those in development, manufactured, and/or sold by Nucor on the date of Employee's termination. (2) Solicit or encourage any customers of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain Nucor customers at the time of solicitation, to purchase steel or steel products from any entity other than Nucor. (3) Encourage, induce, or attempt to induce any employees of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain employed by Nucor at the time of the attempted inducement, to end their employment relationship with Nucor. (b.) As used in this provision, "Restricted Territory" shall mean the following: (1) The United States, Canada, and Mexico. (2) If the definition in subparagraph (b)(1) is found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean the United States. (3) If the definitions in subparagraphs (b)(1) and (b)(2) are found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean each state in the United States in which Nucor has a manufacturing facility or plant on the date of the termination of Employee's employment with Nucor (at the time of entry into this Agreement, these states include North Carolina, South Carolina, Texas, Alabama, Arkansas, Nebraska, Utah, Indiana, and New York). (c.) Employee specifically agrees that the post-termination restrictions in this Section 11 will apply to Employee regardless of whether termination of employment is initiated by Nucor or Employee and regardless of the reason for termination of Employee's employment. Further, Employee acknowledges and agrees that Nucor's payment of the compensation described in Section 4 is intended to compensate Employee for the limitations on Employee's competitive activities described in this Section 11 for the two-year period following Employee's employment with Nucor regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Employee's employment without cause, Employee expressly agrees that the restrictions in this Section 11 will apply to Employee notwithstanding the reasons or motivations of Nucor in terminating Employee's employment. 12. Severability. It is the intention of the parties to restrict the ------------- activities of Employee only to the extent reasonably necessary for the protection of Nucor's legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor's legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect. 13. Assignment of Intellectual Property Rights. ------------------------------------------- (a.) Employee hereby assigns to Nucor Employee's entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the "Developments"), made or conceived during Employee's employment by Nucor solely or jointly by Employee, or created wholly or in part by Employee, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) relate to Nucor's actual or anticipated business or research or development, or (ii) are suggested by or result from any work performed by Employee on Nucor's behalf. (b.) In connection with any of the Developments assigned in subparagraph (a) above: (i) Employee will promptly disclose them to Nucor's management; and (ii) Employee will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anything else reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country. 14. Enforcement. In addition to any other remedies available to Nucor, ------------ the provisions of this Agreement may be enforced by injunction to (a) restrain any violation by Employee, Employee's partners, agents, servants, employers, and employees, and all persons acting for or with Employee, and (b) to compel specific performance of the terms and conditions of this Agreement. Employee represents and acknowledges that in the event of the termination of Employee's employment for any reason, Employee's experience and capabilities are such that Employee can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Employee from earning a livelihood. 15. Reasonableness of Restrictions. Employee has carefully considered the ------------------------------ nature and extent of the restrictions upon him and the rights and remedies conferred upon Nucor under Sections 4, 10, 11, 13, and 14 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Employee's exercise of his inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to the Employee. Employee certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses and that he understands its provisions and has entered into this Agreement freely and voluntarily. 16. Applicable Law. This Agreement shall be interpreted, construed and -------------- governed according to the laws of the State of North Carolina, regardless of choice of law principles to the contrary. Further, Nucor and Employee agree that in any dispute between them jurisdiction and venue are appropriate in Mecklenburg County, North Carolina. 17. Employee to Return Property. Employee agrees that upon (a) the --------------------------- termination of Employee's employment with Nucor, whether by Employee or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Employee (or in the event of the death or disability of Employee, Employee's heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor, including but not limited to all Confidential Information, notes, data, tapes, computers, lists, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, and equipment, without retaining any copies or summaries of such property. 18. Entire Agreement; Amendments. This Agreement discharges and cancels ---------------------------- all previous agreements and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties. 19. Assignability. This Agreement and the rights and duties created ------------- hereunder shall not be assignable or delegable by Employee. Nucor may, at its option and without consent of Employee, assign its rights and duties hereunder to any successor entity or transferee of Nucor's assets. 20. Binding Effect. This Agreement shall be binding upon and inure to the -------------- benefit of Nucor and Employee and their respective successors, assigns, heirs and legal representatives. 21. No Waiver. No failure or delay by any party to this Agreement to --------- enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below. TERRY S. LISENBY /s/ Terry S. Lisenby ---------------------- Terry S. Lisenby Date: April 10, 2001 ------------------ NUCOR CORPORATION By: /s/ Daniel R. DiMicco ----------------------- Its: President ------------ Date: April 10, 2001 ------------------ EX-10.3 5 dex103.txt EMPLOYMENT AGREEMENT OF HAMILTON LOTT, JR. Nucor Corporation Form 10-Q June 30, 2001 Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into between Nucor Corporation, a Delaware corporation, on behalf of itself and its affiliates (collectively "Nucor"), and Hamilton Lott, a resident of Charlotte, North Carolina (the "Employee"). WHEREAS, Employee has been employed as an "at-will" employee of Nucor, and the parties wish to formalize their employment relationship in writing and for Nucor to continue Employee's employment under the terms and conditions set forth below; WHEREAS, Employee and Nucor previously entered into an "Agreement Not to Compete" dated as of September 19, 1999; WHEREAS, Employee and Nucor now wish to substitute this Employment Agreement for the previous "Agreement Not to Compete"; NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree as follows: 1. Employment. Nucor agrees to continue to employ Employee in the ---------- position of Executive Vice President, and Employee agrees to accept continued employment in this position, subject to the terms and conditions set forth in this Agreement. 2. Signing Payment. Nucor will pay Employee a one-time $10,000 amount for --------------- executing this Agreement. This $10,000 will become due and payable to Employee upon Employee's execution of this Agreement. 3. Compensation and Benefits During Employment. Nucor will provide the ------------------------------------------- following compensation and benefits to Employee: (a.) Nucor will pay Employee a base salary of $277,200 per year, paid on a monthly basis, subject to withholding by Nucor and other deductions as required by law. This amount is subject to adjustment up or down by Nucor's Board of Directors at its sole discretion and without notice to Employee. (b.) Employee will be eligible for bonuses based on the Senior Officer Incentive Compensation Plans, as modified from time to time by, and in the sole discretion of, the Board of Directors of Nucor. (c.) Employee will be eligible for those employee benefits that are generally made available by Nucor to its employees. (d.) Employee shall be eligible to participate in the Key Employees Incentive Stock Option Plan (the "Option Plan") in accordance with the applicable terms and conditions of the Option Plan and a Key Employee Stock Option Certificate issued to Employee. 4. Compensation Following Termination. ----------------------------------- (a.) From the date of Employee's termination, whether by Employee or Nucor for any or no reason, Nucor will pay Employee a monthly amount for twenty-four (24) months following Employee's termination. The monthly amount will be computed using the following formula: the amount of Employee's highest base salary level during the prior twelve months multiplied by 3.36 and the product divided by twelve. The payments shall be made at the end of each month following Employee's termination on Nucor's regular monthly payroll date. (b.) In exchange for Nucor's promises in this Section 4 and other good and valuable consideration, Employee agrees to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement. If Employee fails to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement, Nucor may, at its option, do any or all of the following: (i) pursue any legal remedies available to it (including but not limited to injunctive relief, damages, and specific performance), and (ii) declare the monthly payment forfeited with respect to any month during which Employee is in breach of this Agreement. Nucor may declare the monthly payment forfeited if Employee is in breach of this Agreement for any portion of the month at issue, and Employee will not be entitled to a payment for that month. (c.) If Employee is employed by Nucor at the time of Employee's death, Nucor's obligations to make any monthly payments under this Agreement will automatically terminate and Employee's estate and executors will have no rights to payments under this Agreement. If Employee dies during the first twelve months following Employee's termination from employment with Nucor, then Nucor will pay Employee's estate the monthly payments through the end of the twelfth month following Employee's termination. If Employee dies twelve or more months after termination of Employee's employment with Nucor, then Nucor's obligations to make monthly payments under this Agreement will automatically terminate without the necessity of Nucor providing written notice. 5. Duties and Responsibilities; Best Efforts. While employed by Nucor, ------------------------------------------ Employee shall perform such duties for and on behalf of Nucor as may be determined and assigned to Employee from time to time by members of Nucor's Board of Directors. Employee shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Employee's employment with Nucor, Employee will not undertake other paid employment or engage in any other business activity without prior written consent of Nucor. 6. Employment at Will. The parties acknowledge and agree that this ------------------ Agreement does not create employment for a definite term and that Employee's employment with Nucor is terminable by Nucor or Employee at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Employee and Nucor after the date of this Agreement. 7. Change in Employee's Position. In the event that Nucor transfers, ----------------------------- demotes, promotes, or otherwise changes Employee's compensation or position with Nucor, the restrictions and post-termination obligations of this Agreement shall remain in full force and effect on both parties. 8. Recognition of Nucor's Legitimate Interests. Employee understands and ------------------------------------------- acknowledges that Nucor and its affiliates compete in North America in the research, manufacture, marketing, sale and distribution of steel and steel products, including but not limited to flat-rolled steel, steel shapes, structural steel, steel plate, steel joists and girders, steel deck, steel fasteners, and metal building systems. As part of Employee's employment with Nucor, Employee will be provided significant Confidential Information by Nucor (as defined below). In addition, Employee will have direct contact with Nucor's customers, in which capacity he is expected to develop good relationships with such customers. Employee acknowledges that Nucor's competitors would obtain an unfair advantage if Employee disclosed the Confidential Information to a competitor, used it in a competitor's behalf, or if he were able to exploit the relationships he developed as an employee of Nucor to solicit business on behalf of a competitor. 9. Definition of Confidential Information. As used in this Agreement, -------------------------------------- Confidential Information shall include, without limitation, financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors, or business opportunities; information about Nucor's costs and the pricing structure used in sales to customers; information about Nucor's overall corporate business strategy; and technological innovations used in the business. 10. Agreement to Maintain Confidentiality. ------------------------------------- (a.) Except as otherwise provided in this Agreement, during Employee's employment with Nucor and at all times after the termination of Employee's employment, Employee covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to the Employee or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Employee from time to time while employed by Nucor. Employee will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Employee's own benefit or for the benefit of any person, entity, firm or company other than Nucor. (b.) Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Employee, and whether compiled or created by Employee, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Employee also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Employee's employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. (c.) Employee's obligations under this Section 10 will survive termination of his employment and will continue indefinitely. For purposes of this Section, information shall not be deemed to be "Confidential Information" to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Employee; (ii) is furnished to any person by Nucor without restriction on disclosure; (iii) becomes known to the Employee from a source other than Nucor, without a breach of any agreement with Nucor and without any restriction on disclosure; (iv) is required to be disclosed by judicial action, provided, however, that prompt notice of said judicial action shall have been given to Nucor and that efforts to avoid disclosure shall have been exhausted; or (v) is disclosed after written approval for the disclosure has been given by Nucor. 11. Noncompetition. --------------- (a.) Employee hereby agrees that for the duration of Employee's employment with Nucor, and for a period of twenty-four (24) months thereafter, Employee will NOT, within the Restricted Territory, do any of the following: (1) Engage directly or indirectly (either as an owner, employee, consultant, or in any similar capacity) in the research, development, manufacture, marketing, sale, or distribution of steel or steel products which are the same as or similar to those in development, manufactured, and/or sold by Nucor on the date of Employee's termination. (2) Solicit or encourage any customers of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain Nucor customers at the time of solicitation, to purchase steel or steel products from any entity other than Nucor. (3) Encourage, induce, or attempt to induce any employees of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain employed by Nucor at the time of the attempted inducement, to end their employment relationship with Nucor. (b.) As used in this provision, "Restricted Territory" shall mean the following: (1) The United States, Canada, and Mexico. (2) If the definition in subparagraph (b)(1) is found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean the United States. (3) If the definitions in subparagraphs (b)(1) and (b)(2) are found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean each state in the United States in which Nucor has a manufacturing facility or plant on the date of the termination of Employee's employment with Nucor (at the time of entry into this Agreement, these states include North Carolina, South Carolina, Texas, Alabama, Arkansas, Nebraska, Utah, Indiana, and New York). (c.) Employee specifically agrees that the post-termination restrictions in this Section 11 will apply to Employee regardless of whether termination of employment is initiated by Nucor or Employee and regardless of the reason for termination of Employee's employment. Further, Employee acknowledges and agrees that Nucor's payment of the compensation described in Section 4 is intended to compensate Employee for the limitations on Employee's competitive activities described in this Section 11 for the two-year period following Employee's employment with Nucor regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Employee's employment without cause, Employee expressly agrees that the restrictions in this Section 11 will apply to Employee notwithstanding the reasons or motivations of Nucor in terminating Employee's employment. 12. Severability. It is the intention of the parties to restrict the ------------- activities of Employee only to the extent reasonably necessary for the protection of Nucor's legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor's legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect. 13. Assignment of Intellectual Property Rights. ------------------------------------------- (a.) Employee hereby assigns to Nucor Employee's entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the "Developments"), made or conceived during Employee's employment by Nucor solely or jointly by Employee, or created wholly or in part by Employee, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) relate to Nucor's actual or anticipated business or research or development, or (ii) are suggested by or result from any work performed by Employee on Nucor's behalf. (b.) In connection with any of the Developments assigned in subparagraph (a) above: (i) Employee will promptly disclose them to Nucor's management; and (ii) Employee will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anything else reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country. 14. Enforcement. In addition to any other remedies available to Nucor, ------------ the provisions of this Agreement may be enforced by injunction to (a) restrain any violation by Employee, Employee's partners, agents, servants, employers, and employees, and all persons acting for or with Employee, and (b) to compel specific performance of the terms and conditions of this Agreement. Employee represents and acknowledges that in the event of the termination of Employee's employment for any reason, Employee's experience and capabilities are such that Employee can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Employee from earning a livelihood. 15. Reasonableness of Restrictions. Employee has carefully considered the ------------------------------ nature and extent of the restrictions upon him and the rights and remedies conferred upon Nucor under Sections 4, 10, 11, 13, and 14 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Employee's exercise of his inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to the Employee. Employee certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses and that he understands its provisions and has entered into this Agreement freely and voluntarily. 16. Applicable Law. This Agreement shall be interpreted, construed and -------------- governed according to the laws of the State of North Carolina, regardless of choice of law principles to the contrary. Further, Nucor and Employee agree that in any dispute between them jurisdiction and venue are appropriate in Mecklenburg County, North Carolina. 17. Employee to Return Property. Employee agrees that upon (a) the --------------------------- termination of Employee's employment with Nucor, whether by Employee or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Employee (or in the event of the death or disability of Employee, Employee's heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor, including but not limited to all Confidential Information, notes, data, tapes, computers, lists, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, and equipment, without retaining any copies or summaries of such property. 18. Entire Agreement; Amendments. This Agreement discharges and cancels ---------------------------- all previous agreements and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties. 19. Assignability. This Agreement and the rights and duties created ------------- hereunder shall not be assignable or delegable by Employee. Nucor may, at its option and without consent of Employee, assign its rights and duties hereunder to any successor entity or transferee of Nucor's assets. 20. Binding Effect. This Agreement shall be binding upon and inure to the -------------- benefit of Nucor and Employee and their respective successors, assigns, heirs and legal representatives. 21. No Waiver. No failure or delay by any party to this Agreement to --------- enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below. HAMILTON LOTT, JR. /s/ Hamilton Lott, Jr. ---------------------------------- Hamilton Lott Date: April 10, 2001 ---------------------------- NUCOR CORPORATION By: /s/ Daniel R. DiMicco ----------------------------- Its: President ---------------------------- Date: April 10, 2001 -------------------------- EX-10.4 6 dex104.txt EMPLOYMENT AGREEMENT OF D. MICHAEL PARRISH Nucor Corporation Form 10-Q June 30, 2001 Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into between Nucor Corporation, a Delaware corporation, on behalf of itself and its affiliates (collectively "Nucor"), and D. Michael Parrish, a resident of Waxhaw, North Carolina (the "Employee"). WHEREAS, Employee has been employed as an "at-will" employee of Nucor, and the parties wish to formalize their employment relationship in writing and for Nucor to continue Employee's employment under the terms and conditions set forth below; WHEREAS, Employee and Nucor previously entered into an "Agreement Not to Compete" dated as of September 19, 1999; WHEREAS, Employee and Nucor now wish to substitute this Employment Agreement for the previous "Agreement Not to Compete"; NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree as follows: 1. Employment. Nucor agrees to continue to employ Employee in the ---------- position of Executive Vice President, and Employee agrees to accept continued employment in this position, subject to the terms and conditions set forth in this Agreement. 2. Signing Payment. Nucor will pay Employee a one-time $10,000 amount for --------------- executing this Agreement. This $10,000 will become due and payable to Employee upon Employee's execution of this Agreement. 3. Compensation and Benefits During Employment. Nucor will provide the ------------------------------------------- following compensation and benefits to Employee: (a.) Nucor will pay Employee a base salary of $277,200 per year, paid on a monthly basis, subject to withholding by Nucor and other deductions as required by law. This amount is subject to adjustment up or down by Nucor's Board of Directors at its sole discretion and without notice to Employee. (b.) Employee will be eligible for bonuses based on the Senior Officer Incentive Compensation Plans, as modified from time to time by, and in the sole discretion of, the Board of Directors of Nucor. (c.) Employee will be eligible for those employee benefits that are generally made available by Nucor to its employees. (d.) Employee shall be eligible to participate in the Key Employees Incentive Stock Option Plan (the "Option Plan") in accordance with the applicable terms and conditions of the Option Plan and a Key Employee Stock Option Certificate issued to Employee. 4. Compensation Following Termination. ----------------------------------- (a.) From the date of Employee's termination, whether by Employee or Nucor for any or no reason, Nucor will pay Employee a monthly amount for twenty-four (24) months following Employee's termination. The monthly amount will be computed using the following formula: the amount of Employee's highest base salary level during the prior twelve months multiplied by 3.36 and the product divided by twelve. The payments shall be made at the end of each month following Employee's termination on Nucor's regular monthly payroll date. (b.) In exchange for Nucor's promises in this Section 4 and other good and valuable consideration, Employee agrees to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement. If Employee fails to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement, Nucor may, at its option, do any or all of the following: (i) pursue any legal remedies available to it (including but not limited to injunctive relief, damages, and specific performance), and (ii) declare the monthly payment forfeited with respect to any month during which Employee is in breach of this Agreement. Nucor may declare the monthly payment forfeited if Employee is in breach of this Agreement for any portion of the month at issue, and Employee will not be entitled to a payment for that month. (c.) If Employee is employed by Nucor at the time of Employee's death, Nucor's obligations to make any monthly payments under this Agreement will automatically terminate and Employee's estate and executors will have no rights to payments under this Agreement. If Employee dies during the first twelve months following Employee's termination from employment with Nucor, then Nucor will pay Employee's estate the monthly payments through the end of the twelfth month following Employee's termination. If Employee dies twelve or more months after termination of Employee's employment with Nucor, then Nucor's obligations to make monthly payments under this Agreement will automatically terminate without the necessity of Nucor providing written notice. 5. Duties and Responsibilities; Best Efforts. While employed by Nucor, ------------------------------------------ Employee shall perform such duties for and on behalf of Nucor as may be determined and assigned to Employee from time to time by members of Nucor's Board of Directors. Employee shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Employee's employment with Nucor, Employee will not undertake other paid employment or engage in any other business activity without prior written consent of Nucor. 6. Employment at Will. The parties acknowledge and agree that this ------------------ Agreement does not create employment for a definite term and that Employee's employment with Nucor is terminable by Nucor or Employee at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Employee and Nucor after the date of this Agreement. 7. Change in Employee's Position. In the event that Nucor transfers, ----------------------------- demotes, promotes, or otherwise changes Employee's compensation or position with Nucor, the restrictions and post-termination obligations of this Agreement shall remain in full force and effect on both parties. 8. Recognition of Nucor's Legitimate Interests. Employee understands and ------------------------------------------- acknowledges that Nucor and its affiliates compete in North America in the research, manufacture, marketing, sale and distribution of steel and steel products, including but not limited to flat-rolled steel, steel shapes, structural steel, steel plate, steel joists and girders, steel deck, steel fasteners, and metal building systems. As part of Employee's employment with Nucor, Employee will be provided significant Confidential Information by Nucor (as defined below). In addition, Employee will have direct contact with Nucor's customers, in which capacity he is expected to develop good relationships with such customers. Employee acknowledges that Nucor's competitors would obtain an unfair advantage if Employee disclosed the Confidential Information to a competitor, used it in a competitor's behalf, or if he were able to exploit the relationships he developed as an employee of Nucor to solicit business on behalf of a competitor. 9. Definition of Confidential Information. As used in this Agreement, -------------------------------------- Confidential Information shall include, without limitation, financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors, or business opportunities; information about Nucor's costs and the pricing structure used in sales to customers; information about Nucor's overall corporate business strategy; and technological innovations used in the business. 10. Agreement to Maintain Confidentiality. ------------------------------------- (a.) Except as otherwise provided in this Agreement, during Employee's employment with Nucor and at all times after the termination of Employee's employment, Employee covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to the Employee or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Employee from time to time while employed by Nucor. Employee will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Employee's own benefit or for the benefit of any person, entity, firm or company other than Nucor. (b.) Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Employee, and whether compiled or created by Employee, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Employee also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Employee's employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. (c.) Employee's obligations under this Section 10 will survive termination of his employment and will continue indefinitely. For purposes of this Section, information shall not be deemed to be "Confidential Information" to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Employee; (ii) is furnished to any person by Nucor without restriction on disclosure; (iii) becomes known to the Employee from a source other than Nucor, without a breach of any agreement with Nucor and without any restriction on disclosure; (iv) is required to be disclosed by judicial action, provided, however, that prompt notice of said judicial action shall have been given to Nucor and that efforts to avoid disclosure shall have been exhausted; or (v) is disclosed after written approval for the disclosure has been given by Nucor. 11. Noncompetition. --------------- (a.) Employee hereby agrees that for the duration of Employee's employment with Nucor, and for a period of twenty-four (24) months thereafter, Employee will NOT, within the Restricted Territory, do any of the following: (1) Engage directly or indirectly (either as an owner, employee, consultant, or in any similar capacity) in the research, development, manufacture, marketing, sale, or distribution of steel or steel products which are the same as or similar to those in development, manufactured, and/or sold by Nucor on the date of Employee's termination. (2) Solicit or encourage any customers of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain Nucor customers at the time of solicitation, to purchase steel or steel products from any entity other than Nucor. (3) Encourage, induce, or attempt to induce any employees of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain employed by Nucor at the time of the attempted inducement, to end their employment relationship with Nucor. (b.) As used in this provision, "Restricted Territory" shall mean the following: (1) The United States, Canada, and Mexico. (2) If the definition in subparagraph (b)(1) is found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean the United States. (3) If the definitions in subparagraphs (b)(1) and (b)(2) are found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean each state in the United States in which Nucor has a manufacturing facility or plant on the date of the termination of Employee's employment with Nucor (at the time of entry into this Agreement, these states include North Carolina, South Carolina, Texas, Alabama, Arkansas, Nebraska, Utah, Indiana, and New York). (c.) Employee specifically agrees that the post-termination restrictions in this Section 11 will apply to Employee regardless of whether termination of employment is initiated by Nucor or Employee and regardless of the reason for termination of Employee's employment. Further, Employee acknowledges and agrees that Nucor's payment of the compensation described in Section 4 is intended to compensate Employee for the limitations on Employee's competitive activities described in this Section 11 for the two-year period following Employee's employment with Nucor regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Employee's employment without cause, Employee expressly agrees that the restrictions in this Section 11 will apply to Employee notwithstanding the reasons or motivations of Nucor in terminating Employee's employment. 12. Severability. It is the intention of the parties to restrict the ------------- activities of Employee only to the extent reasonably necessary for the protection of Nucor's legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor's legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect. 13. Assignment of Intellectual Property Rights. ------------------------------------------- (a.) Employee hereby assigns to Nucor Employee's entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the "Developments"), made or conceived during Employee's employment by Nucor solely or jointly by Employee, or created wholly or in part by Employee, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) relate to Nucor's actual or anticipated business or research or development, or (ii) are suggested by or result from any work performed by Employee on Nucor's behalf. (b.) In connection with any of the Developments assigned in subparagraph (a) above: (i) Employee will promptly disclose them to Nucor's management; and (ii) Employee will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anything else reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country. 14. Enforcement. In addition to any other remedies available to Nucor, ------------ the provisions of this Agreement may be enforced by injunction to (a) restrain any violation by Employee, Employee's partners, agents, servants, employers, and employees, and all persons acting for or with Employee, and (b) to compel specific performance of the terms and conditions of this Agreement. Employee represents and acknowledges that in the event of the termination of Employee's employment for any reason, Employee's experience and capabilities are such that Employee can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Employee from earning a livelihood. 15. Reasonableness of Restrictions. Employee has carefully considered the ------------------------------ nature and extent of the restrictions upon him and the rights and remedies conferred upon Nucor under Sections 4, 10, 11, 13, and 14 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Employee's exercise of his inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to the Employee. Employee certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses and that he understands its provisions and has entered into this Agreement freely and voluntarily. 16. Applicable Law. This Agreement shall be interpreted, construed and -------------- governed according to the laws of the State of North Carolina, regardless of choice of law principles to the contrary. Further, Nucor and Employee agree that in any dispute between them jurisdiction and venue are appropriate in Mecklenburg County, North Carolina. 17. Employee to Return Property. Employee agrees that upon (a) the --------------------------- termination of Employee's employment with Nucor, whether by Employee or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Employee (or in the event of the death or disability of Employee, Employee's heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor, including but not limited to all Confidential Information, notes, data, tapes, computers, lists, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, and equipment, without retaining any copies or summaries of such property. 18. Entire Agreement; Amendments. This Agreement discharges and cancels ---------------------------- all previous agreements and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties. 19. Assignability. This Agreement and the rights and duties created ------------- hereunder shall not be assignable or delegable by Employee. Nucor may, at its option and without consent of Employee, assign its rights and duties hereunder to any successor entity or transferee of Nucor's assets. 20. Binding Effect. This Agreement shall be binding upon and inure to the -------------- benefit of Nucor and Employee and their respective successors, assigns, heirs and legal representatives. 21. No Waiver. No failure or delay by any party to this Agreement to --------- enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below. D. MICHAEL PARRISH /s/ D. Michael Parrish --------------------------- D. Michael Parrish Date: April 10, 2001 ------------------ NUCOR CORPORATION By: /s/ Daniel R. DiMicco ------------------------ Its: President ------------ Date: April 10, 2001 ---------------- EX-10.5 7 dex105.txt EMPLOYMENT AGREEMENT OF JOSEPH A. RUTKOWSKI Nucor Corporation Form 10-Q June 30, 2001 Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into between Nucor Corporation, a Delaware corporation, on behalf of itself and its affiliates (collectively "Nucor"), and Joseph A. Rutkowski, a resident of Charlotte, North Carolina (the "Employee"). WHEREAS, Employee has been employed as an "at-will" employee of Nucor, and the parties wish to formalize their employment relationship in writing and for Nucor to continue Employee's employment under the terms and conditions set forth below; WHEREAS, Employee and Nucor previously entered into an "Agreement Not to Compete" dated as of September 19, 1999; WHEREAS, Employee and Nucor now wish to substitute this Employment Agreement for the previous "Agreement Not to Compete"; NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree as follows: 1. Employment. Nucor agrees to continue to employ Employee in the ---------- position of Executive Vice President, and Employee agrees to accept continued employment in this position, subject to the terms and conditions set forth in this Agreement. 2. Signing Payment. Nucor will pay Employee a one-time $10,000 amount for --------------- executing this Agreement. This $10,000 will become due and payable to Employee upon Employee's execution of this Agreement. 3. Compensation and Benefits During Employment. Nucor will provide the ------------------------------------------- following compensation and benefits to Employee: (a.) Nucor will pay Employee a base salary of $277,200 per year, paid on a monthly basis, subject to withholding by Nucor and other deductions as required by law. This amount is subject to adjustment up or down by Nucor's Board of Directors at its sole discretion and without notice to Employee. (b.) Employee will be eligible for bonuses based on the Senior Officer Incentive Compensation Plans, as modified from time to time by, and in the sole discretion of, the Board of Directors of Nucor. (c.) Employee will be eligible for those employee benefits that are generally made available by Nucor to its employees. 1 (d.) Employee shall be eligible to participate in the Key Employees Incentive Stock Option Plan (the "Option Plan") in accordance with the applicable terms and conditions of the Option Plan and a Key Employee Stock Option Certificate issued to Employee. 4. Compensation Following Termination. ----------------------------------- (a.) From the date of Employee's termination, whether by Employee or Nucor for any or no reason, Nucor will pay Employee a monthly amount for twenty-four (24) months following Employee's termination. The monthly amount will be computed using the following formula: the amount of Employee's highest base salary level during the prior twelve months multiplied by 3.36 and the product divided by twelve. The payments shall be made at the end of each month following Employee's termination on Nucor's regular monthly payroll date. (b.) In exchange for Nucor's promises in this Section 4 and other good and valuable consideration, Employee agrees to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement. If Employee fails to strictly abide by the terms of Sections 10, 11, and 13 of this Agreement, Nucor may, at its option, do any or all of the following: (i) pursue any legal remedies available to it (including but not limited to injunctive relief, damages, and specific performance), and (ii) declare the monthly payment forfeited with respect to any month during which Employee is in breach of this Agreement. Nucor may declare the monthly payment forfeited if Employee is in breach of this Agreement for any portion of the month at issue, and Employee will not be entitled to a payment for that month. (c.) If Employee is employed by Nucor at the time of Employee's death, Nucor's obligations to make any monthly payments under this Agreement will automatically terminate and Employee's estate and executors will have no rights to payments under this Agreement. If Employee dies during the first twelve months following Employee's termination from employment with Nucor, then Nucor will pay Employee's estate the monthly payments through the end of the twelfth month following Employee's termination. If Employee dies twelve or more months after termination of Employee's employment with Nucor, then Nucor's obligations to make monthly payments under this Agreement will automatically terminate without the necessity of Nucor providing written notice. 5. Duties and Responsibilities; Best Efforts. While employed by Nucor, ------------------------------------------ Employee shall perform such duties for and on behalf of Nucor as may be determined and assigned to Employee from time to time by members of Nucor's Board of Directors. Employee shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Employee's employment with Nucor, Employee will not undertake other paid employment or engage in any other business activity without prior written consent of Nucor. 2 6. Employment at Will. The parties acknowledge and agree that this ------------------ Agreement does not create employment for a definite term and that Employee's employment with Nucor is terminable by Nucor or Employee at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Employee and Nucor after the date of this Agreement. 7. Change in Employee's Position. In the event that Nucor transfers, ----------------------------- demotes, promotes, or otherwise changes Employee's compensation or position with Nucor, the restrictions and post-termination obligations of this Agreement shall remain in full force and effect on both parties. 8. Recognition of Nucor's Legitimate Interests. Employee understands and ------------------------------------------- acknowledges that Nucor and its affiliates compete in North America in the research, manufacture, marketing, sale and distribution of steel and steel products, including but not limited to flat-rolled steel, steel shapes, structural steel, steel plate, steel joists and girders, steel deck, steel fasteners, and metal building systems. As part of Employee's employment with Nucor, Employee will be provided significant Confidential Information by Nucor (as defined below). In addition, Employee will have direct contact with Nucor's customers, in which capacity he is expected to develop good relationships with such customers. Employee acknowledges that Nucor's competitors would obtain an unfair advantage if Employee disclosed the Confidential Information to a competitor, used it in a competitor's behalf, or if he were able to exploit the relationships he developed as an employee of Nucor to solicit business on behalf of a competitor. 9. Definition of Confidential Information. As used in this Agreement, -------------------------------------- Confidential Information shall include, without limitation, financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors, or business opportunities; information about Nucor's costs and the pricing structure used in sales to customers; information about Nucor's overall corporate business strategy; and technological innovations used in the business. 10. Agreement to Maintain Confidentiality. ------------------------------------- (a.) Except as otherwise provided in this Agreement, during Employee's employment with Nucor and at all times after the termination of Employee's employment, Employee covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to the Employee or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Employee from time to time while employed by Nucor. Employee will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Employee's own benefit or for the benefit of any person, entity, firm or company other than Nucor. (b.) Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Employee, and whether compiled or created by Employee, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Employee also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy 3 of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Employee's employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. (c.) Employee's obligations under this Section 10 will survive termination of his employment and will continue indefinitely. For purposes of this Section, information shall not be deemed to be "Confidential Information" to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Employee; (ii) is furnished to any person by Nucor without restriction on disclosure; (iii) becomes known to the Employee from a source other than Nucor, without a breach of any agreement with Nucor and without any restriction on disclosure; (iv) is required to be disclosed by judicial action, provided, however, that prompt notice of said judicial action shall have been given to Nucor and that efforts to avoid disclosure shall have been exhausted; or (v) is disclosed after written approval for the disclosure has been given by Nucor. 11. Noncompetition. --------------- (a.) Employee hereby agrees that for the duration of Employee's employment with Nucor, and for a period of twenty-four (24) months thereafter, Employee will NOT, within the Restricted Territory, do any of the following: (1) Engage directly or indirectly (either as an owner, employee, consultant, or in any similar capacity) in the research, development, manufacture, marketing, sale, or distribution of steel or steel products which are the same as or similar to those in development, manufactured, and/or sold by Nucor on the date of Employee's termination. (2) Solicit or encourage any customers of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain Nucor customers at the time of solicitation, to purchase steel or steel products from any entity other than Nucor. (3) Encourage, induce, or attempt to induce any employees of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain employed by Nucor at the time of the attempted inducement, to end their employment relationship with Nucor. (b.) As used in this provision, "Restricted Territory" shall mean the following: (1) The United States, Canada, and Mexico. (2) If the definition in subparagraph (b)(1) is found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean the United States. 4 (3) If the definitions in subparagraphs (b)(1) and (b)(2) are found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean each state in the United States in which Nucor has a manufacturing facility or plant on the date of the termination of Employee's employment with Nucor (at the time of entry into this Agreement, these states include North Carolina, South Carolina, Texas, Alabama, Arkansas, Nebraska, Utah, Indiana, and New York). (c.) Employee specifically agrees that the post-termination restrictions in this Section 11 will apply to Employee regardless of whether termination of employment is initiated by Nucor or Employee and regardless of the reason for termination of Employee's employment. Further, Employee acknowledges and agrees that Nucor's payment of the compensation described in Section 4 is intended to compensate Employee for the limitations on Employee's competitive activities described in this Section 11 for the two-year period following Employee's employment with Nucor regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Employee's employment without cause, Employee expressly agrees that the restrictions in this Section 11 will apply to Employee notwithstanding the reasons or motivations of Nucor in terminating Employee's employment. 12. Severability. It is the intention of the parties to restrict the ------------- activities of Employee only to the extent reasonably necessary for the protection of Nucor's legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor's legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect. 13. Assignment of Intellectual Property Rights. ------------------------------------------- (a.) Employee hereby assigns to Nucor Employee's entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the "Developments"), made or conceived during Employee's employment by Nucor solely or jointly by Employee, or created wholly or in part by Employee, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) relate to Nucor's actual or anticipated business or research or development, or (ii) are suggested by or result from any work performed by Employee on Nucor's behalf. (b.) In connection with any of the Developments assigned in subparagraph (a) above: (i) Employee will promptly disclose them to Nucor's management; and (ii) Employee will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anything else reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country. 5 14. Enforcement. In addition to any other remedies available to Nucor, ------------ the provisions of this Agreement may be enforced by injunction to (a) restrain any violation by Employee, Employee's partners, agents, servants, employers, and employees, and all persons acting for or with Employee, and (b) to compel specific performance of the terms and conditions of this Agreement. Employee represents and acknowledges that in the event of the termination of Employee's employment for any reason, Employee's experience and capabilities are such that Employee can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Employee from earning a livelihood. 15. Reasonableness of Restrictions. Employee has carefully considered the ------------------------------ nature and extent of the restrictions upon him and the rights and remedies conferred upon Nucor under Sections 4, 10, 11, 13, and 14 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Employee's exercise of his inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to the Employee. Employee certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses and that he understands its provisions and has entered into this Agreement freely and voluntarily. 16. Applicable Law. This Agreement shall be interpreted, construed and -------------- governed according to the laws of the State of North Carolina, regardless of choice of law principles to the contrary. Further, Nucor and Employee agree that in any dispute between them jurisdiction and venue are appropriate in Mecklenburg County, North Carolina. 17. Employee to Return Property. Employee agrees that upon (a) the --------------------------- termination of Employee's employment with Nucor, whether by Employee or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Employee (or in the event of the death or disability of Employee, Employee's heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor, including but not limited to all Confidential Information, notes, data, tapes, computers, lists, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, and equipment, without retaining any copies or summaries of such property. 18. Entire Agreement; Amendments. This Agreement discharges and cancels ---------------------------- all previous agreements and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties. 19. Assignability. This Agreement and the rights and duties created ------------- hereunder shall not be assignable or delegable by Employee. Nucor may, at its option and without consent of Employee, assign its rights and duties hereunder to any successor entity or transferee of Nucor's assets. 20. Binding Effect. This Agreement shall be binding upon and inure to the -------------- benefit of Nucor and Employee and their respective successors, assigns, heirs and legal representatives. 6 21. No Waiver. No failure or delay by any party to this Agreement to --------- enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below. JOSEPH A. RUTKOWSKI /s/ Joseph A. Rutkowski -------------------------- Joseph A. Rutkowski Date: April 10, 2001 ----------------- NUCOR CORPORATION By: /s/ Daniel R. DiMicco ----------------------- Its: President ------------ Date: April 10, 2001 ----------------- 7 EX-11 8 dex11.txt COMPUTATION OF NET EARNINGS PER SHARE NUCOR CORPORATION Exhibit 11 to Form 10-Q - June 30, 2001 Exhibit 11 - Computation of net earnings per share
Six Months (26 Weeks) Ended Three Months (13 Weeks) Ended ---------------------------- ----------------------------- June 30, 2001 July 1, 2000 June 30, 2001 July 1, 2000 ------------- ------------ ------------- ------------ (Unaudited) (Unaudited) (Unaudited) (Unaudited) Basic: Basic net earnings............. $66,031,839 $163,293,538 $33,292,863 $81,803,693 =========== ============ =========== =========== Average shares outstanding..... 77,631,068 84,871,429 77,674,806 83,152,589 ========== ========== ========== ========== Basic net earnings per share... $.85 $1.92 $.43 $.98 ==== ===== ==== ==== Diluted: Diluted net earnings........... $66,031,839 $163,293,538 $33,292,863 $81,803,693 =========== ============ =========== =========== Diluted average shares outstanding: Basic shares outstanding..... 77,631,068 84,871,429 77,674,806 83,152,589 Dilutive effect of employee stock options..... 84,845 29,649 122,153 7,364 ---------- ---------- ---------- ---------- 77,715,913 84,901,078 77,796,959 83,159,953 ========== ========== ========== ========== Diluted net earnings per share. $.85 $1.92 $.43 $.98 ==== ===== ==== ====
The information furnished has not been audited and is subject to year-end adjustments. -----END PRIVACY-ENHANCED MESSAGE-----