EXHIBIT 10.2
As adopted 7-23-97
RYERSON TULL, INC.
ANNUAL PERFORMANCE IMPROVEMENT INCENTIVE PLAN
1. Purpose
The purpose of the Ryerson Tull, Inc. Annual Performance Improvement
Incentive Plan (the "Plan") is to promote the interests of Ryerson Tull, Inc.
(the "Company") and its stockholders by (i) attracting and retaining salaried
employees of outstanding ability; (ii) strengthening the Company's capability to
develop, maintain and direct a competent employee population; (iii) motivating
salaried employees, by means of performance-related incentives, to achieve
financial rewards; (iv) providing annual incentive compensation opportunities
which are competitive with those of other major corporations; and (v) enabling
salaried employees to participate in the growth and financial success of the
Company.
2. Definitions
"Affiliate" means any corporation or other entity which is not a Subsidiary
but as to which the Company possesses a direct or indirect ownership interest
and has power to exercise management control.
"Award" means an amount for an Award Period determined to be payable to a
Participant under the Plan.
"Award Period" means such calendar quarters or calendar years as the
Committee may establish from time to time with respect to any applicable salary
grade designation, to any Corporate Unit or to a combination of these factors.
"Award Schedule" means the schedule to be used for determining Awards as
established by the Committee and set forth in the Addendum to the Plan
applicable to the Corporate Unit covered thereby.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board of Directors of
the Company.
"Corporate Unit" means the Company, Joseph T. Ryerson & Son/East, Joseph T.
Ryerson & Son/Central, Joseph T. Ryerson & Son/West, Ryerson Coil Processing,
J.M. Tull Metals Company, Inc., Inland Industries de Mexico, S.A. de C.V., and
any Affiliate, other Subsidiary or any division or group of the Company or any
Subsidiary designated as a Corporate Unit from time to time by the
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Committee of the Company.
"Employee" means an employee eligible to be designated as a Participant in
the Plan.
"Named Executive Officer" means a Participant who is one of the group of
"covered employees" as defined in the regulations promulgated under Section
162(m) of the Code.
"Participant" means an Employee who is designated by the Committee to be
eligible to receive an Award under the Plan.
"Performance-Based Exception" means the performance-based exception from
the deductibility limitations as set forth in Section 162(m) of the Code.
"Subsidiary" means any corporation in which the Company possesses directly
or indirectly more than fifty percent (50%) of the total combined voting power
of all classes of its stock.
"Target Award" means the percentage of a Participant's base salary earnings
or base annual salary for an Award Period as established by the Committee
pursuant to paragraph 6 of the Plan and set forth in the Addendum to the Plan
applicable to the Corporate Unit in which such Participant is employed.
"Threshold" means the minimum financial performance (established by the
Committee and set forth in the Addendum to the Plan applicable to such Corporate
Unit) required by a Corporate Unit before an Award may be paid to a Participant
employed in such Corporate Unit.
3. Administration
The Plan shall be administered by the Committee. No member of the Committee
shall be eligible to receive an Award while serving on the Committee. The
Committee shall have the authority to interpret the Plan and to establish, amend
and rescind rules and regulations for the administration of the Plan, and all
such interpretations, rules and regulations shall be conclusive and binding on
all persons. In addition, the Committee may delegate to one or more senior
executive officers of the Company the right to administer the Plan as it
pertains to employees who are not officers of the Company or of any other
Corporate Unit. Subject to the provisions of paragraph 7 hereof, the Committee
may impose such conditions on participation in and Awards under the Plan as it
deems appropriate.
4. Eligibility
Except as otherwise provided by the Committee and subject to paragraph 9
hereof, all full-time salaried employees of a Corporate Unit as of the first day
and the last day of an Award Period are eligible to be designated as
Participants in the Plan for such Award Period; provided, however, that,
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with respect to Award Periods that extend for at least one year, individuals who
are full-time salaried employees of a Corporate Unit on August 1 of the first
year of the Award Period and the last day of the Award Period shall also be
eligible to be designated as Participants in the Plan for such Award Period.
Notwithstanding the foregoing, the Committee may adopt criteria restricting the
number of full-time salaried employees of a Corporate Unit eligible to be
designated as Participants in the Plan for any Award Period, which criteria
shall be set forth in the Addendum to the Plan applicable to such Corporate
Unit.
5. Designation of Participants
The Committee shall determine and designate from time to time those
Employees who shall be Participants. The designation of an Employee as a
Participant in the Plan for any Award period shall not bestow upon such Employee
any right to receive an Award for such Award Period or the right to be
designated as a Participant for any subsequent Award Period.
6. Individual Award Opportunity
For each Award Period, the Committee shall establish for each Participant a
Target Award, expressed as a percentage of his or her base salary earnings or
base annual salary for such Award Period, on the basis of his or her salary
grade designation.
7. Determination of Awards
Awards for each Award Period for Participants in each Corporate Unit shall
be determined in accordance with the Award Schedule established by the Committee
for such Corporate Unit. No Award shall be paid to any Participant in a
Corporate Unit for any Award Period in which the performance of such Corporate
Unit does not equal or exceed the Threshold applicable to such Corporate Unit.
The Award for each Participant in a Corporate Unit shall be his or her Target
Award multiplied by the Percent Attainment (determined in accordance with the
applicable Award Schedule), subject to the following:
(a) Subject to paragraph 3 and the provisions of this paragraph 7, the
Committee may adjust such Award for individual performance on the basis of such
quantitative and qualitative performance measures and evaluations as it deems
appropriate.
(b) The Committee may make such adjustments as it deems appropriate in the
case of any Participant whose salary grade designation has changed during the
applicable Award Period or who has been employed in more than one Corporate Unit
during an Award Period.
(c) Unless and until the Committee proposes for stockholder vote a change
in the general performance measures set forth in this paragraph 7(c), the
attainment of which may determine the
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degree of payout with respect to Awards under the Plan which are designed to
qualify for the Performance-Based Exception, the performance measure(s) to be
used for purposes of such Awards shall be chosen from among the following
alternatives: return on operating assets, operating profit, return on equity,
net income, stock price, revenue growth, expense management, inventory
management, quality management, customer service performance, shareholder
return, gross margin management and market share improvement. The Committee
shall have the discretion to establish performance goals based upon the
foregoing performance measures and to adjust such goals and the methodology used
to measure the determination of the degree of attainment of such goals;
provided, however, that Awards under the Plan that are intended to qualify for
the Performance-Based Exception and that are issued to or held by any Named
Executive Officer may not be adjusted in a manner that increases such Award. The
Committee shall retain the discretion to adjust such Awards in a manner that
does not increase such Awards. Furthermore, the Committee shall not make any
adjustment to Awards under the Plan issued to or held by any Named Executive
Officer that are intended to comply with the Performance-Based Exception if the
result of such adjustment would be the disqualification of such Award under the
Performance-Based Exception. In the event that applicable laws change to permit
the Committee greater discretion to amend or replace the foregoing performance
measures applicable to Awards to Named Executive Officers without obtaining
stockholder approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining such approval. In addition, in the event
that the Committee determines that it is advisable to grant Awards under the
Plan to Named Executive Officers that may not qualify for the Performance-Based
Exception, the Committee may make such grants upon any performance measures it
deems appropriate with the understanding that they may not satisfy the
requirements of Section 162(m) of the Code.
Notwithstanding any other provision of the Plan, in no event may a
Participant be paid an Award in any calendar year in excess of $2,000,000. No
segregation of any moneys or the creation of any trust or the making of any
special deposit shall be required in connection with any awards made or to be
made under the Plan.
8. Payment of Awards
Awards shall be paid in cash as soon as practicable after the end of the
Award Period for which the Award is made. If a Participant to whom an Award has
been made dies prior to the payment of the Award, such Award shall be delivered
to his or her legal representative or to such other person or persons as shall
be determined by the Chairman, the President, the Chief Executive Officer or the
Vice President-Human Resources of the Company. The Company or other applicable
Corporate Unit shall have the right to deduct from all Awards payable under the
Plan any taxes required by law to be withheld by the Company or other Corporate
Unit with respect thereto; provided, however, that to the extent provided by the
Committee, any payment under the Plan may be deferred and to the extent
deferred, may be credited with an interest or earnings factor as determined by
the Committee.
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9. Termination of Employment
Except in the case of death, disability, normal retirement (determined in
accordance with the qualified retirement plans of the Corporation) or release
(determined in accordance with the Inland Steel Industries Severance Pay Plan
for Eligible Salaried Employees or any successor or substituted plan) or except
as provided in paragraph 10, a Participant must be an employee as of the end of
the Award Period in order to be eligible for an Award.
10. Change of Control
In the event of a Change of Control of the Company (as hereinafter
defined), the Plan shall remain in full force and effect for the remainder of
any Award Period (or, if longer, the remainder of the calendar year) during
which such Change of Control of the Company occurs, and each Participant shall
receive an Award for such Award Periods (or any Award Periods occurring in such
calendar year), at least equal to his or her Target Awards, regardless of
whether or not Awards would otherwise have been payable under the Plan for such
Award Periods and regardless of whether or not such Participant was an Employee
at the end of any such Award Period. A "Change of Control of the Company" shall
be deemed to have occurred if there shall have been a change in the composition
of the Board of Directors of the Company such that a majority of the Board of
Directors shall have been members of the Board of Directors for less than 24
months, unless the election of each new director who was not a director at the
beginning of the 24 month period was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the beginning of
such period.
11. Transferability
Any payment to which a Participant may be entitled under the Plan shall be
free from the control or interference of any creditor of such Participant and
shall not be subject to attachment or susceptible of anticipation or alienation.
The interest of a Participant shall not be transferable except by will or the
laws of descent and distribution.
12. No Right to Participate; Employment
Neither the adoption of the Plan nor any action of the Committee shall be
deemed to give any Employee any right to be designated as a Participant under
the Plan. Further, nothing contained in the Plan, nor any action by the
Committee or any other person hereunder, shall be deemed to confer upon any
Employee any right of continued employment with any Corporate Unit or to limit
or diminish in any way the right of any Corporate Unit to terminate his or her
employment at any time with or without cause.
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13. Nonexclusivity of the Plan
This Plan is not intended to and shall not preclude the Board of Directors
of the Company from adopting or continuing such additional compensation
arrangements as it deems desirable for Participants under this Plan, including
any thrift, savings, investment, stock purchase, stock option, profit sharing,
pension, retirement, insurance or other incentive, compensation or benefit plan
or program.