Exhibit
      10.1

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT

    


    THIS
      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
      R. JOSEPH STRATMAN (“Executive”).

    


    WHEREAS,
      Executive has heretofore been employed as an at-will employee of Nucor without
      the benefit of a written employment agreement; and

    


    WHEREAS,
      Nucor has offered Executive a promotion to the position of Executive Vice
      President effective September 30, 2007, and Executive has accepted the
      promotion; and 

    


    WHEREAS,
      Nucor’s promotion of Executive entitles Executive to receive substantial
      compensation and benefits that Executive did not have prior to his promotion;
      and

    


    WHEREAS,
      Executive agrees and acknowledges that in his new position he will acquire
      greater access to and knowledge of Nucor’s trade secrets and confidential
      information which Executive did not have prior to his promotion,
      and

    


    WHEREAS,
      Nucor agrees to continue to employ Executive as an at-will employee in
      consideration for Executive’s agreement to the various restrictions set forth
      herein; and

    


    NOW,
      THEREFORE, in consideration for the promises and mutual agreements contained
      herein, the parties agree as follows:

    


    1. Employment.
      Nucor
      agrees to employ Executive in the position of Executive Vice President, and
      Executive agrees to accept continued employment in this position, subject to
      the
      terms and conditions set forth in this Agreement, including the confidentiality
      and non-competition provisions which Executive acknowledges were discussed
      in
      detail prior to and made an express condition of his promotion to Executive
      Vice
      President.

    


    2. Compensation
      and Benefits During Employment.
      Nucor
      will provide the following compensation and benefits to Executive:

    


    (a) Nucor
      will pay Executive a base salary of $350,600 per year, paid not less frequently
      than monthly in accordance with Nucor’s normal payroll practices, subject to
      withholding by Nucor and other deductions as required by law. Executive’s base
      salary is subject to adjustment up or down by Nucor’s Board of Directors at its
      sole discretion and without notice to Executive.

    


    (b) Executive
      will be eligible for bonuses based on the senior officer annual and long term
      incentive compensation plans, as modified from time to time by, and in the
      sole
      discretion of, the Board of Directors of Nucor.

    


    (c) Executive
      will be eligible for those employee benefits that are generally made available
      by Nucor to its employees.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (d) Executive
      shall be eligible to participate in the senior officer equity incentive
      compensation plans, as modified from time to time by, and in the sole discretion
      of, the Board of Directors.

    


    3. Compensation
      Following Termination.
      

    


    (a) From
      the
      date of Executive’s termination, whether by Executive or Nucor for any or no
      reason, Nucor will pay Executive a monthly amount for twenty-four (24) months
      following Executive’s termination. The monthly amount will be computed using the
      following formula: the amount of Executive’s highest base salary level during
      the prior twelve (12) months multiplied by 3.36 and the product divided by
      twelve (12). The payments shall be made at the end of each month following
      Executive’s termination on Nucor’s regular monthly payroll date.

    


    (b) In
      exchange for Nucor’s promises in this Section 3 and other good and valuable
      consideration, Executive agrees to strictly abide by the terms of Sections
      8
      through 13 of this Agreement. If Executive fails to strictly abide by the terms
      of Sections 8 through 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 payments forfeited with respect to any month during which Executive
      is in breach of this Agreement. Nucor may declare the monthly payments forfeited
      if Executive is in breach of this Agreement for any portion of the month at
      issue, and Executive will not be entitled to a payment for that
      month.

    


    (c) If
      Executive is employed by Nucor at the time of Executive’s death, Nucor’s
      obligations to make any monthly payments under this Agreement will automatically
      terminate and Executive’s estate and executors will have no rights to payments
      under this Agreement. If Executive dies during the first twelve months following
      Executive’s termination from employment with Nucor, then Nucor will pay
      Executive’s estate the monthly payments due under this Section through the end
      of the twelfth (12th)
      month
      following Executive’s termination. If Executive dies twelve or more months after
      termination of Executive’s employment with Nucor, then Nucor’s obligations to
      make monthly payments under this Section will automatically terminate without
      the necessity of Nucor providing written notice.

    


    4. Duties
      and Responsibilities; Best Efforts.
      While
      employed by Nucor, Executive shall perform such duties for and on behalf of
      Nucor as may be determined and assigned to Executive from time to time by
      members of Nucor’s Board of Directors. Executive shall devote his full time and
      best efforts to the business and affairs of Nucor. During the term of
      Executive’s employment with Nucor, Executive will not undertake other paid
      employment or engage in any other business activity without prior written
      consent of Nucor.


    
      
        
        

      

      
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    5. Employment
      at Will.
      The
      parties acknowledge and agree that this Agreement does not create employment
      for
      a definite term and that Executive’s employment with Nucor is terminable by
      Nucor or Executive at any time, with or without cause and with or without
      notice, unless otherwise expressly set forth in a separate written agreement
      executed by Executive and Nucor after the date of this Agreement.

    


    6. Change
      in Executive’s Position.
      In the
      event that Nucor transfers, demotes, promotes, or otherwise changes Executive’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.

    


    7. Recognition
      of Nucor’s Legitimate Interests.
      Executive 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, light gauge steel framing, steel plate, steel joists
      and girders, steel deck, steel fasteners, metal building systems, fabricated
      concrete reinforcing steel, cold finished steel, steel grating, wire and wire
      mesh. As part of Executive’s employment with Nucor, Executive acknowledges he
      will have access to and gain knowledge of significant secret, confidential
      and
      proprietary information of the full range of operations of Nucor, its
      subsidiaries and affiliates. In addition, Executive will have access to training
      opportunities, contact with customers and prospective customers of Nucor, it
      subsidiaries and affiliates, in which capacity he is expected to develop good
      relationships with such customers, and will gain intimate knowledge regarding
      the products and services of Nucor, its subsidiaries and affiliates. Executive
      recognizes and agrees that Nucor and its subsidiaries and affiliates have spent
      and will continue to spend substantial effort, time and money in developing
      relationships with their customers, that many customers are long term customers
      of Nucor, and that all customers and accounts that Executive may deal with
      during his employment with Nucor, including any customers and accounts acquired
      for Nucor by Executive, are the customers and accounts of Nucor. Executive
      acknowledges that Nucor’s competitors would obtain an unfair advantage if
      Executive disclosed Nucor’s Secret Information or Confidential Information as
      defined in Sections 8 and 9 to a competitor, used it on a competitor’s behalf,
      or if he were able to exploit the relationships he develops as an employee
      of
      Nucor to solicit business on behalf of a competitor. 

    


    8. Covenant
      Regarding Nucor’s Secret Information.
      Executive recognizes and agrees that he will have continued access to certain
      sensitive and confidential information of Nucor, its subsidiaries and affiliates
      (a)
      that is
      not generally known in the steel business, which would be difficult for others
      to acquire or duplicate without improper means, (b)
      that
      Nucor strives to keep secret, and (c)
      from
      which Nucor derives substantial commercial benefit because of the fact that
      it
      is not generally known (the “Secret
      Information”).
      As
      used in this Agreement, Nucor’s Secret Information includes, without
      limitation: (i)
      Nucor’s
      process of developing and producing raw material, and designing and
      manufacturing steel and iron products; (ii)
      Nucor’s
      process for treating, processing or fabricating steel and iron products;
      (iii)
      Nucor’s
      non-public financial data, strategic business plans, competitor analysis, sales
      and marketing data, and proprietary margin, pricing, and cost data; and
      (iv)
      any
      other information or data which meets the definition of “trade secrets” under
      applicable law. Executive agrees that unless he is expressly authorized by
      Nucor
      in writing, Executive will not use or disclose or allow to be used or disclosed
      Nucor’s Secret Information. This covenant shall survive until the Secret
      Information is generally known in the industry through no act or omission of
      the
      Executive or until Nucor knowingly authorizes the disclosure of or discloses
      the
      Secret Information, without any limitations on use or confidentiality. Executive
      acknowledges that he did not have knowledge of Nucor’s Secret Information prior
      to his employment with Nucor and that the Secret Information does not include
      Executive’s general skills and know-how. 


    
      
        
        

      

      
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    9. Agreement
      to Maintain Confidentiality..
      

    


    (a) 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 Nucor’s business, to the extent that such
      information does not fall within the definition of Secret Information. For
      purposes of this Agreement, 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 Executive; (ii)
      is
      furnished by Nucor to any person other than a subsidiary or affiliate of Nucor,
      without restriction on disclosure; (iii)
      becomes
      known to the Executive from a source other than Nucor, its subsidiaries or
      affiliates, without a breach of this Agreement or any other agreement with
      Nucor
      and without any restriction on disclosure; or (iv)
      is the
      general knowledge or skill of the Executive acquired prior to his employment
      with Nucor.

    


    (b) Except
      as
      otherwise provided in this Agreement, during Executive’s employment with Nucor
      and at all times after the termination of Executive’s employment, Executive
      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 Executive or received,
      compiled, developed, designed, produced, accessed, or otherwise discovered
      by
      the Executive from time to time while employed by Nucor. Executive will not
      disclose or divulge the Confidential Information to any person, entity, firm
      or
      company whatsoever or use the Confidential Information for Executive’s own
      benefit or for the benefit of any person, entity, firm or company other than
      Nucor. This restriction will apply throughout the world; provided,
      however,
      that if
      the restrictions of this Paragraph when applied to any specific piece of
      Confidential Information would prevent the Executive from using his general
      knowledge or skills in competition with Nucor or would otherwise substantially
      restrict the Executive’s ability to fairly compete with Nucor, then as to that
      piece of Confidential Information only, the scope of this restriction will
      apply
      only for the time and only within the Restricted Territory set forth in Section
      10 of this Agreement.


    
      
        
        

      

      
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    (c) Executive
      specifically acknowledges that the Confidential Information, whether reduced
      to
      writing or maintained in the mind or memory of Executive, and whether compiled
      or created by Executive, 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. Executive 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 Executive’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.

    


    10. Noncompetition.

    


    (a) Executive
      hereby agrees that for the duration of Executive’s employment with Nucor, and
      for a period of twenty-four (24) months thereafter, Executive will NOT, within
      the Restricted Territory, do any of the following:

    


    (i) 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
      Executive’s termination; or

    


    (ii) Engage
      in
      work, other than during his employment with and as authorized by Nucor, that
      would inherently call on him in the fulfillment of his duties and
      responsibilities to reveal, or otherwise use the Confidential Information or
      Secret Information of Nucor. 

    


    (b) As
      used
      in this provision, “Restricted
      Territory”
As
      used
      in this Agreement, the term “Restricted Territory” means the geographic area for
      which Executive is responsible and includes, but is not limited to, the
      following:

    


     

    (i) All
      countries in which Nucor sells its steel and steel products (as defined in
      Section 6) or in which Nucor plans within twenty-four (24) months of Executive’s
      termination of employment to sell such products but if such area is deemed
      overbroad by a court of law, then;

    


    (ii) North
      America, but if such area is deemed overbroad by a court of law, then;


    


    (iii) The
      United States, Canada, Mexico, but if such area is deemed overbroad by a court
      of law, then; 


    
      
        
        

      

      
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    (iv) The
      contiguous United States, but if such area is deemed overbroad by a court of
      law, then; 

    


    (v) The
      states in the United States in which Nucor sells its steel and steel products
      (as defined in Section 6), but if such area is deemed overbroad by a court
      of
      law, then; 

    


    (vi) Any
      state
      in the United States located within a six hundred mile radius of a Nucor plant
      or facility, but if such area is deemed overbroad by a court of law, then;
      

    


    (vii) Any
      country in which Nucor has a plant or facility, but if such area is deemed
      overbroad by a court of law, then;

    


    (viii) The
      states in the United States in which Nucor has a plant or facility, but if
      such
      area is deemed overbroad by a court of law, then; 

    


    (ix) Any
      state
      in the United States located within a six hundred mile radius of the locations
      in which the Customers and Prospective Customers (as defined in subsections
      10(e)(i) and (ii) below) are located, but if such area is deemed overbroad
      by a
      court of law, then; 

    


    (x) Any
      state
      in the United States where a Customer or Prospective Customer is located with
      whom the Executive had contact or for whom Executive had responsibility for
      during the six month period immediately preceding the Executive’s separation of
      employment from Nucor.

    


    (c) Executive
      specifically agrees that the post-termination restrictions in this Section
      will
      apply to Executive regardless of whether termination of employment is initiated
      by Nucor or Executive and regardless of the reason for termination of
      Executive’s employment. Further, Executive acknowledges and agrees that Nucor’ s
      payment of the compensation described in Section 3 is intended to compensate
      Executive for the limitations on Executive’s competitive activities described in
      this Section 10 for the two-year period following Executive’s employment with
      Nucor regardless of the reason for termination. Thus, for example, in the event
      that Nucor terminates Executive’s employment without cause, Executive expressly
      agrees that the restrictions in this Section 10 will apply to Executive
      notwithstanding the reasons or motivations of Nucor in terminating Executive’s
      employment.

    


    11. Nonsolicitation.
      Executive hereby agrees for the period of twenty-four (24) months after
      termination of his employment, Executive will not, directly or indirectly,
      within the Restricted Territory, do any of the following:

    


    (a) Solicit,
      contact, or attempt to influence any Customer to limit, curtail, cancel, or
      terminate any business it transacts with, or products it receives from Nucor,
      its subsidiaries or affiliates;


    
      
        
        

      

      
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    (b) Solicit,
      contact, or attempt to influence any Prospective Customer to terminate any
      business negotiations it is having with Nucor, its subsidiaries or affiliates,
      or to otherwise not do business with Nucor, its subsidiaries or
      affiliates;

    


    (c) Solicit,
      contact, or attempt to influence any Customer to purchase products or services
      from an entity other than Nucor, its subsidiaries or affiliates, which are
      the
      same or substantially similar to those offered to the Customer by Nucor, its
      subsidiaries or affiliates; or

    


    (d) Solicit,
      contact, or attempt to influence any Prospective Customer to purchase products
      or services from an entity other than Nucor, its subsidiaries or affiliates,
      which are the same or substantially similar to those offered to the Prospective
      Customer by Nucor, its subsidiaries or affiliates.

    


    (e) For
      purposes of Section 10 of this Agreement and this Section 11, and
      understanding that Executive has had and will have substantial contact with
      customers of Nucor, its affiliates and subsidiaries, during his employment
      with
      Nucor, its affiliates and subsidiaries, the following definitions shall
      apply:

    


    (i) The
      term
“Customer”
shall
      mean any and all customers of Nucor, its subsidiaries and affiliates, with
      whom
      Nucor, its subsidiaries and affiliates, is doing business at the time of or
      within the two (2) years preceding Executive’s separation from Nucor’s
      employ.

     

    (ii) If
      the
      definition in subsection (e)(i) is found to be unreasonable with respect to
      any
      restriction in this Agreement to which the definition of Customer applies,
      then
      with regard to that restriction, the term “Customer” shall mean:

     

    (A) Any
      customer of Nucor with whom Executive had significant contact or with whom
      Executive directly dealt on behalf of Nucor during the six (6) month
      period preceding
      Executive’s termination; or 

    


    (B) Any
      customer of Nucor with whom the direct reports of Executive had significant
      contact or with whom the direct reports of Executive dealt during the six (6)
      month period preceding Executive’s termination; or

    


    (C) Any
      customer of Nucor, its subsidiaries or affiliates, about whom the Executive
      has
      obtained Secret Information or Confidential Information by virtue of his
      employment with Nucor;

     

    Provided,
      however,
      that
      the term “Customer” shall not include any business or entity that no longer does
      business with Nucor without any direct or indirect interference by Executive
      or
      violation of this Agreement by Executive, and that ceased doing business with
      Nucor prior to any direct or indirect communication or contact by
      Executive.

     

    
      
        
        

      

      
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    (iii) The
      term
“Prospective
      Customer”
shall
      mean any person or entity who has not yet purchased the products or services
      of
      Nucor, but who has been targeted or identified by Nucor as a potential user
      of
      the products or services of Nucor, and whom Executive or his direct reports
      participated in the solicitation of or on behalf of Nucor during the six (6)
      months preceding his termination.

    


    (iv) The
      term
“Nucor”
shall
      mean Nucor Corporation and its subsidiaries and affiliates in existence or
      planned during the course of Executive’s employment.

    


    (v) The
      term
“solicit”
shall
      have the following meaning: to initiate contact for the purpose of promoting,
      marketing, or selling products or services similar to those Nucor offered during
      the tenure of Executive’s employment with Nucor or to accept business from
      Nucor’s Customers or Prospective Customers.

    


    12. Assignment
      of Intellectual Property Rights.

    


    (a) Executive
      hereby assigns to Nucor Executive’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 Executive’s employment by Nucor solely or jointly by
      Executive, or created wholly or in part by Executive, whether or not such
      Developments are patentable, copyrightable or susceptible to other forms of
      protection, where the Developments: (i)
      were
      developed, invented, or conceived within the scope of Executive’s employment
      with Nucor; (ii)
      relate
      to Nucor’s actual or demonstrably anticipated research or development; or
      (iii)
      result
      from any work performed by Executive on Nucor’s behalf.

    


    (b) The
      assignment requirement in subsection (a) of this Section 12 shall not apply
      to
      an invention that Executive developed entirely on his own time without using
      Nucor’s equipment, supplies, facilities or Secret Information or Confidential
      Information except for those inventions that (i) relate to Nucor’s business or
      actual or demonstrably anticipated research or development, or (ii) result
      from
      any work performed by Executive for Nucor.

    


    (c) In
      connection with any of the Developments assigned in subsection (a) above:
      (i)
      Executive will promptly disclose them to Nucor’s management; and (ii)
      Executive 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.

     

    (d) Nothing
      in this Section 12 is intended to waive, or shall be construed as waiving,
      any
      assignment of any Developments to Nucor implied by law.

     

    
      
        
        

      

      
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    13. Antipiracy.
      Executive agrees for a period of twenty-four (24) months after termination
      of
      his employment, Executive will not, directly or indirectly, encourage, contact,
      or attempt to induce any employees of Nucor, its subsidiaries or affiliates
      (a)
      with whom Executive had direct contact during the last twelve (12) months of
      Executive’s employment with Nucor, and (b) who are employed by Nucor, its
      subsidiaries or affiliates at the time of the encouragement, contact or
      attempted inducement, to end their employment relationship with Nucor, its
      subsidiaries or affiliates.

    


    14. Severability.
      It is
      the intention of the parties to restrict the activities of Executive 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.

    


    15. Enforcement.
      Executive understands and agrees that any breach or threatened breach by
      Executive of the provisions of Sections 8 through 13 of this Agreement shall
      be
      considered a material breach of this Agreement, and in the event of such a
      breach or threatened breath of this Agreement, Nucor shall be entitled to pursue
      any and all of its remedies under law or in equity arising out of such breach.
      If Nucor pursues either a temporary restraining order or temporary injunctive
      relief, then Executive waives any requirement that Nucor post a bond. Executive
      further agrees that in the event of his breach of any of the provisions of
      Sections 7 through 12 of this Agreement, unless otherwise prohibited by
      law:

    


    (a) Nucor
      shall be (i)
      released from any obligation to make any further payments to Executive (or
      his
      estate) under Section 3, (ii)
      entitled to cancel any unexercised stock options granted under the Company’s
      equity incentive plan from and after the date of this Agreement (the
“Post-Agreement
      Date Option Grants”),
      and
      (iii)
      entitled to seek other appropriate relief, including, without limitation,
      repayment by the Executive of the amounts already paid under Section 3 of this
      Agreement; and 

    


    (b) Executive
      shall (i)
      forfeit
      any unexercised Post-Agreement Date Option Grants and (ii)
      forfeit
      and immediately return upon demand by Nucor any profit realized by Executive
      from the exercise of any Post-Agreement Date Option Grants during the six (6)
      month period preceding Executive’s breach of any of the provisions of Sections 8
      through 13 of this Agreement.

    


    Executive
      agrees that any breach or threatened breach of Sections 8 through 13 will cause
      Nucor irreparable harm which cannot be remedied through monetary damages and
      the
      alternative relief set forth in Section 15(a) shall not be considered an
      adequate remedy for the harm Nucor would incur. Executive further agrees that
      such remedies in Section 15(a) will not preclude injunctive
      relief.


    
      
        
        

      

      
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    If
      Executive breaches or threatens to breach any of the provisions of Sections
      10,
      11 or 13 of this Agreement and Nucor obtains an injunction, preliminary or
      otherwise, ordering the Executive to adhere to the restrictive period required
      by the applicable section, then the applicable restrictive period will be
      extended by the number of days that have elapsed from the date of Executive’s
      termination until the time the injunction is granted. 

    


    Executive
      further agrees, unless otherwise prohibited by law, to pay Nucor’s attorneys’
fees and costs incurred in successfully enforcing its rights under this Section,
      or in defending against any action brought by Executive or on Executive’s behalf
      in violation of or under this Section in which Nucor prevails. Executive agrees
      that Nucor’s actions pursuant to this Section, including, without limitation,
      filing a legal action, are permissible and are not and will not be considered
      by
      Executive to be retaliatory. Executive further represents and acknowledges
      that
      in the event of the termination of Executive’s employment for any reason,
      Executive’s experience and capabilities are such that Executive can obtain
      employment and that enforcement of this Agreement by way of injunction will
      not
      prevent Executive from earning a livelihood.

    


    16. Reasonableness
      of Restrictions.
      Executive has carefully considered the nature and extent of the restrictions
      upon him and the rights and remedies conferred upon Nucor under Sections 10,
      11,
      12, 13 and 15 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 Executive’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 Executive. Executive 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.

    


    17. 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. Each party, for themselves and their successors and assigns, hereby
      irrevocably (a)
      consents to the exclusive jurisdictions of the State and Federal courts located
      in the State of North Carolina; and (b)
      waives
      any objection to any such action based on venue or forum non
      conveniens.
      This
      Agreement is intended, among other things, to supplement the provisions of
      the
      North Carolina Trade Secrets Protection Act, as amended from time to time,
      and
      the duties Executive owes to Nucor under the common law, including, but not
      limited to, the duty of loyalty. 

    


    18. Executive
      to Return Property.
      Executive agrees that upon (a)
      the
      termination of Executive’s employment with Nucor, whether by Executive or Nucor
      for any reason (with or without cause), or (b)
      the
      written request of Nucor, Executive (or in the event of the death or disability
      of Executive, Executive’s heirs, successors, assigns and legal representatives)
      shall return to Nucor any and all property of Nucor, including but not limited
      to all Secret Information, 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. Executive further agrees
      that to the extent Secret Information or Confidential Information are in
      electronic format and in Executive’s possession, custody or control; Executive
      will provide all such copies to Nucor and will not keep copies in such format
      but, upon Nucor’s request, will confirm the permanent deletion
      thereof.


    
      
        
        

      

      
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    19. 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.

    


    20. Assignability.
      This
      Agreement and the rights and duties created hereunder shall not be assignable
      or
      delegable by Executive. Nucor may, at its option and without consent of
      Executive, assign its rights and duties hereunder to any successor entity or
      transferee of Nucor’s assets.

    


    21. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of Nucor and Executive
      and their respective successors, assigns, heirs and legal
      representatives.

    


    22. 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.

    


    23. Compliance
      with Code Section 409A.
      Notwithstanding anything in this Agreement to the contrary, if any amount or
      benefit that Nucor determines would constitute non-exempt “deferred
      compensation” for purposes of Section 409A of the Internal Revenue Code of 1986
      (the “Code”)
      would
      otherwise be payable or distributable under this Agreement by reason of the
      Executive’s separation from service, then to the extent necessary to comply with
      Code Section 409A: (i)
      if the
      payment or distribution is payable in a lump sum, the Executive’s right to
      receive payment or distribution of such non-exempt deferred compensation will
      be
      delayed until the earlier of the Executive’s death or the first day of the
      seventh month following the Executive’s separation from service, and
      (ii)
      if the
      payment, distribution or benefit is payable or provided over time, the amount
      of
      such non-exempt deferred compensation or benefit that would otherwise be payable
      or provided during the six-month period immediately following the Executive’s
      separation from service will be accumulated, and the Executive’s right to
      receive payment or distribution of such accumulated amount or benefit will
      be
      delayed until the earlier of the Executive’s death or the first day of the
      seventh month following the Executive’s separation from service and paid or
      provided on the earlier of such dates, without interest, and the normal payment
      or distribution schedule for any remaining payments, distributions or benefits
      will commence. For purposes of this Agreement, the term “separation from
      service” shall be defined as provided in Code Section 409A and applicable
      regulations.


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the dates specified
      below.

     

    
      
        	 	/s/
                R. Joseph Stratman
	 	
                Date:
                  

              	October
                11, 2007
	 	 	 
	 	 	 
	 	
                NUCOR
                  CORPORATION

              
	 	 	 
	 	 	 
	 	
                By:
                  

              	/s/
                John J. Ferriola
	 	
                Its:
                  

              	Chief
                Operating Officer of Steelmaking Operations
	 	
                Date:

              	October
                11,
                2007


      


      
        
          
          

        

        
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