EXPLANATORY NOTE
This Amendment No. 1 amends the Current Report on Form 8-K (the “Original 8-K”) Nucor Corporation (the “Company”) filed with the Securities and Exchange Commission on April 14, 2021, regarding the retirement of Raymond S. Napolitan, Jr. as Executive Vice President of Engineered Bar Products and Digital of the Company. The disclosure included in the Original 8-K otherwise remains unchanged.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On June 3, 2021, the Company and Mr. Napolitan entered into a Retirement, Separation, Waiver and Release Agreement (the “Retirement Agreement”) in connection with Mr. Napolitan’s retirement from employment with the Company, effective June 5, 2021. The Retirement Agreement, together with the Surviving Provisions (as defined in the Retirement Agreement) of the Executive Employment Agreement (the “Executive Employment Agreement”), effective as of February 17, 2020, by and between the Company and Mr. Napolitan, collectively contain the entire agreement of the parties and supersede all prior agreements between the parties related to Mr. Napolitan’s employment with the Company.
In consideration for Mr. Napolitan’s comprehensive release of claims against the Company and its affiliates and his post-employment restrictive covenants set forth in the Surviving Provisions of the Executive Employment Agreement, Mr. Napolitan will be entitled to receive monthly payments from the Company of $205,042.45 for the 24 months immediately following his retirement. Specifically, Mr. Napolitan has agreed, among other things, not to (i) compete with the Company during the 24-month period following his retirement, (ii) disclose proprietary and confidential information (including trade secrets) of the Company, (iii) encourage the Company’s existing or prospective customers or suppliers to purchase steel or steel products or related services from, or to provide steel or steel products or related services to, any competitor of the Company or otherwise attempt to influence any business or business negotiations such customers or suppliers may transact or have with the Company during the 24-month period following his retirement, (iv) hire or encourage any employee of the Company to terminate his or her employment with the Company during the 24-month period following his retirement and (v) make any statements that defame, disparage or in any way criticize the personal or business reputation, practices or conduct of the Company or its affiliates. Mr. Napolitan has also agreed that any inventions, designs or other ideas conceived by Mr. Napolitan during his employment with the Company will be assigned to the Company. Pursuant to the Retirement Agreement, effective as of June 5, 2021, Mr. Napolitan will resign from any and all positions he holds with the Company and its direct and indirect subsidiaries and affiliates. Under the terms of the Retirement Agreement, Mr. Napolitan may revoke the Retirement Agreement for a period of seven days after June 3, 2021, the date Mr. Napolitan executed the Retirement Agreement. The Retirement Agreement shall not become effective and enforceable until the seven-day revocation period has ended.
The foregoing description of the terms and conditions of the Retirement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Retirement Agreement (including the Executive Employment Agreement attached as Exhibit A thereto), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
