Senior Officers Long-term Incentive Plan



 Exhibit 10.1 
 NUCOR CORPORATION 
 SENIOR OFFICERS LONG-TERM INCENTIVE PLAN 
 as amended and restated effective February 18, 2009 







 Table of Contents 
  


					
	 ARTICLE I INTRODUCTION
	  	1
		
	 ARTICLE II DEFINITIONS
	  	1
	 2.1
	  	 “Adjusted Net Earnings”
	  	1
	 2.2
	  	 “Average Invested Capital”
	  	1
	 2.3
	  	 “Beneficiary”
	  	1
	 2.4
	  	 “Board”
	  	1
	 2.5
	  	 “Change in Control”
	  	1
	 2.6
	  	 “Change in Control Acceleration Event”
	  	3
	 2.7
	  	 “Code”
	  	3
	 2.8
	  	 “Company”
	  	3
	 2.9
	  	 “Compensation”
	  	3
	 2.10
	  	 “Committee”
	  	3
	 2.11
	  	 “Deferral Account”
	  	3
	 2.12
	  	 “Deferral Agreement”
	  	3
	 2.13
	  	 “Effective Date”
	  	3
	 2.14
	  	 “Eligible Employee”
	  	3
	 2.15
	  	 “Employee”
	  	4
	 2.16
	  	 “General Industry Group”
	  	4
	 2.17
	  	 “Invested Capital”
	  	4
	 2.18
	  	 “Performance Award”
	  	4
	 2.19
	  	 “Performance Period”
	  	4
	 2.20
	  	 “Plan”
	  	4
	 2.21
	  	 “Restricted Stock Performance Award”
	  	4
	 2.22
	  	 “Return on Average Invested Capital”
	  	4
	 2.23
	  	 “Separation from Service”
	  	5
	 2.24
	  	 “Steel Peer Group”
	  	5
	 2.25
	  	 “Subsidiary”
	  	5
	 2.26
	  	 “Target Performance Award”
	  	5
		
	 ARTICLE III ADMINISTRATION
	  	5
		
	 ARTICLE IV PERFORMANCE AWARDS
	  	6
	 4.1
	  	 Performance Awards.
	  	6
	 4.2
	  	 Performance Award Payments.
	  	7
	 4.3
	  	 Deferrals of Restricted Stock Performance Awards.
	  	8

  

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	 ARTICLE V CHANGE IN CONTROL
	  	10
	 5.1
	  	 Termination of Plan and Performance Periods.
	  	10
	 5.2
	  	 Determination of Performance Awards.
	  	10
	 5.3
	  	 Payment of Performance Awards.
	  	10
	 5.4
	  	 Vesting.
	  	11
	 5.5
	  	 Payment of Deferral Accounts.
	  	11
		
	 ARTICLE VI MISCELLANEOUS
	  	11
	 6.1
	  	 Amendment or Termination.
	  	11
	 6.2
	  	 Assignability.
	  	11
	 6.3
	  	 Source of Benefits.
	  	12
	 6.4
	  	 No Promise of Continued Employment.
	  	12
	 6.5
	  	 Applicable Law.
	  	12
	 6.6
	  	 Code Section 409A.
	  	12

  

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 NUCOR CORPORATION 
 SENIOR OFFICERS LONG-TERM INCENTIVE PLAN 
 as amended and restated effective February 18, 2009

 ARTICLE I 
 INTRODUCTION

 Nucor Corporation hereby amends and restates in its entirety the Nucor Corporation Senior Officers Long-Term Incentive Plan to read as set
forth herein. The purpose of the Plan is to provide incentive compensation to senior officers based on Nucor Corporation’s long-term performance relative to that of its principal competitors in the steel industry and of other industrial
companies, consistent with the “performance based compensation” requirements of Section 162(m) of the Code. 
 ARTICLE II

 DEFINITIONS 
 As used
herein, the following words and phrases shall have meanings set forth below unless the context clearly indicates otherwise: 
 2.1
“Adjusted Net Earnings” for a Performance Period means the consolidated net earnings reported by the Company for the Performance Period in accordance with generally accepted accounting principles, before reported extraordinary
items, but after charges or credits for taxes measured by income and Performance Awards under this Plan and performance awards under the Nucor Corporation Senior Officers Annual Incentive Plan. 
 2.2 “Average Invested Capital” for a Performance Period means the average of the Invested Capital of the Company as of the last day of
the immediately preceding Performance Period and the last day of each fiscal quarter in the Performance Period. 
 2.3
“Beneficiary” means the person or persons designated by an Eligible Employee who are to receive any amounts payable under the Plan following the death of the Eligible Employee. 
 2.4 “Board” means the Board of Directors of the Company. 
 2.5 “Change in Control” means and includes the occurrence of any one of the following events: 
 (a) individuals who, at the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a
director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy 








 
statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent
Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”)) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in
Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest, shall be an Incumbent Director; 
 (b) any person becomes a “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities eligible to vote
for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (b) shall not be a Change in Control if it is the result of any of the following
acquisitions: (i) an acquisition directly by or from the Company or any Subsidiary; (ii) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (iii) an acquisition by
an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) an acquisition pursuant to a Non-Qualifying Transaction (as defined in Section 2.5(c)); or 
 (c) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction
involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or the sale or other disposition of all or
substantially all of the Company’s assets to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (i) more than fifty percent (50%) of the total
voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of one hundred percent (100%) of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent
Corporation”), is represented by the Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which Company Voting Securities were converted pursuant
to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale,
(ii) no person (other than (x) the Company, (y) any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the
Reorganization or Sale was the beneficial owner of twenty-five percent (25%) or more of the outstanding Company Voting Securities) is the beneficial owner, directly or indirectly, of twenty-five percent (25%) or more of the total 

  

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voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation), and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were
Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the foregoing criteria, a “Non-Qualifying
Transaction”). 
 2.6 “Change in Control Acceleration Event” means a Change in Control that also constitutes a
change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company under Section 409A of the Code. 
 2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 2.8 “Company” means Nucor Corporation, a Delaware corporation. 
 2.9 “Compensation” for a Performance Period means the annual base salary rate payable to an Eligible Employee as of the beginning of a
Performance Period, before reduction pursuant to any plan or agreement between the Eligible Employee and the Company or a Subsidiary whereby compensation is deferred, including, without limitation, a plan whereby compensation is deferred in
accordance with Code Section 401(k) or reduced in accordance with Code Section 125. Compensation shall not include any other form of compensation, whether taxable or non-taxable, including, but not limited to, annual or long-term incentive
compensation, commissions, gains from the exercise or vesting of stock options, restricted stock or other equity-based awards or any other forms of additional compensation. 
 2.10 “Committee” means all members of the Compensation and Executive Development Committee of the Board who are “outside
directors” of the Company within the meaning of Section 162(m)(4)(C)(i) of the Code. 
 2.11 “Deferral Account”
means the individual bookkeeping account maintained by the Company for an Eligible Employee to record the deferral of the Eligible Employee’s Restricted Stock Performance Award. 
 2.12 “Deferral Agreement” means the agreement or agreements entered into by an Eligible Employee which provide for the deferral of the
Eligible Employee’s Restricted Stock Performance Award for a Performance Period. 
 2.13 “Effective Date” of this
amended and restated Plan means February 18, 2009. 
 2.14 “Eligible Employee” means an Employee who is designated as
the Chairman or a Vice Chairman of the Board or the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the President, an Executive Vice President or a Vice President of the Company and any other Employee who is a
senior officer of the Company or a Subsidiary and designated by the Committee as an Eligible Employee. 
  

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 2.15 “Employee” means any person who is employed by the Company, including any such
person who also serves as a member of the Board. 
 2.16 “General Industry Group” for a Performance Period means a group of
not less than ten (10) companies designated by the Committee not later than ninety (90) days after the beginning of the Performance Period which are engaged in capital intensive industries and classified in either the Materials Sector or
the Industrials Sector of the Global Industry Classification Standard. 
 2.17 “Invested Capital” means the sum of
(a) long-term debt (comprising bonds, debentures and promissory notes having a maturity at the time of execution of more than one (1) year), (b) issued capital stock, (c) additional paid-in capital and (d) earnings retained
in the business and reserves created by appropriations therefrom, minus the cost of treasury stock, all as shown in the Company’s consolidated balance sheet. 
 2.18 “Performance Award” means the incentive compensation awarded and payable to an Eligible Employee pursuant to Section 4.1 for a Performance Period. 
 2.19 “Performance Period” means: 
 (a) the one (1) fiscal year period commencing on the January 1 coinciding with or immediately preceding the date an Eligible Employee commences participation in the Plan and ending on the immediately
succeeding December 31; 
 (b) the two (2) fiscal year period commencing on the January 1 coinciding with or
immediately preceding the date an Eligible Employee commences participation in the Plan and ending on December 31 of the immediately succeeding fiscal year; and 
 (c) each period of three (3) consecutive fiscal years of the Company commencing on the January 1 coinciding with or immediately
preceding the date an Eligible Employee commences participation in the Plan and on each January 1 thereafter. 
 2.20
“Plan” means the Nucor Corporation Senior Officers Long-Term Incentive Plan, as set forth herein and as amended from time to time. 
 2.21 “Restricted Stock Performance Award” is defined in Section 4.2. 
 2.22 “Return on Average
Invested Capital” for a Performance Period means an amount, expressed as a percentage, determined by dividing (a) the Company’s Adjusted Net Earnings for the Performance Period by (b) the Company’s Average Invested
Capital for the Performance Period. 
  

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 2.23 “Separation from Service” means the termination of an Eligible Employee’s
employment with the Company and its Subsidiaries, provided such termination also constitutes a separation from service under Section 409A of the Code. 
 2.24 “Steel Peer Group” for a Performance Period means a group of not less than five (5) steel industry competitors designated by the Committee not later than ninety (90) days after the
beginning of the Performance Period. 
 2.25 “Subsidiary” means any corporation (other than the Company), limited liability
company, or other business organization in an unbroken chain of entities beginning with the Company in which each of such entities other than the last one in the unbroken chain owns stock, units, or other interests possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock, units, or other interests in one of the other entities in that chain. 
 2.26 “Target Performance Award” for an Eligible Employee for a Performance Period means that number of shares of the Company’s common stock determined by dividing (a) eighty-five percent
(85%) of the Eligible Employee’s Compensation for the Performance Period by (b) the closing price at which shares of the Company’s common stock are sold regular way on the New York Stock Exchange on the last trading day
immediately preceding the beginning of the Performance Period. The Target Performance Award shall not be rounded up or down to a whole number of shares. 
 Notwithstanding the foregoing, in the event an Eligible Employee commences participation in the Plan effective as of any day other than January 1 or if the employment of an Eligible Employee is terminated during
a Performance Period on or after the Eligible Employee attains age fifty-five (55) or due to the Eligible Employee’s death or disability, then in either of such events, the Eligible Employee’s Target Performance Award shall be
adjusted by multiplying such Target Performance Award by a fraction, the numerator of which is the number of complete calendar months during the Performance Period that the Eligible Employee was employed by the Company and participating in the Plan,
and the denominator of which is the total number of calendar months in the Performance Period. 
 ARTICLE III 
 ADMINISTRATION 
 This Plan shall be
administered by the Committee. The Committee shall have all of the powers necessary to enable it to properly carry out its duties under the Plan. Not in limitation of the foregoing, the Committee shall have the power to construe and interpret the
Plan and to determine all questions that shall arise thereunder. The Committee shall have such other and further specified duties, powers, authority and discretion as are elsewhere in the Plan either expressly or by necessary implication conferred
upon it. The Committee may appoint such agents, who need not be members of the Committee, as it may deem necessary for the effective performance of its duties, and may delegate to such agents such powers and duties as the Committee may deem
expedient or appropriate that are not inconsistent with the intent of the Plan. The decision of the Committee upon all matters within its scope of authority shall be final and conclusive on all persons. 
  

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 ARTICLE IV 
 PERFORMANCE AWARDS 
  

	4.1	Performance Awards. 

 (a) Maximum Performance
Awards. The maximum Performance Award that may be made to an Eligible Employee with respect to any Performance Period shall be two (2) times the Eligible Employee’s Target Performance Award for the Performance Period. All Performance
Awards under the Plan shall be based on the Company’s relative Return on Average Invested Capital in accordance with Section 4.1(b). 
 (b) Awards Based on Relative Return on Average Invested Capital. 
 (i) Steel Peer Group. Fifty percent
(50%) of the maximum Performance Award for a Performance Period (i.e., 100% of the number of shares of the Company’s common stock comprising the Eligible Employee’s Target Performance Award for the Performance Period) shall be
available for award based on the Company’s Return on Average Invested Capital for the Performance Period relative to the return on average invested capital of each company in the Steel Peer Group for the Performance Period. Not later than
ninety (90) days after the beginning of each Performance Period, the Committee shall designate, in writing, the amounts of the Performance Awards that will be made to each Eligible Employee, expressed as a percentage of the number of shares
comprising the Eligible Employee’s Target Performance Award for the Performance Period, for levels of Return on Average Invested Capital for the Performance Period when ranked against the return on average invested capital of the members of the
Steel Peer Group for the Performance Period. 
 (ii) General Industry Group. The remaining fifty percent (50%) of
the maximum Performance Award for a Performance Period (i.e., 100% of the number of shares of the Company’s common stock comprising the Eligible Employee’s Target Performance Award for the Performance Period) shall be available for
award based on the Company’s Return on Average Invested Capital for the Performance Period relative to the return on average invested capital of each company in the General Industry Group for the Performance Period. Not later than ninety
(90) days after the beginning of each Performance Period, the Committee shall designate, in writing, the amounts of the Performance Awards that will be made to each Eligible Employee, expressed as a percentage of the number of shares comprising
the Eligible Employee’s Target Performance Award for the Performance Period, for levels of Return on Average Invested Capital for the Performance Period when ranked against the return on average invested capital of the members of the General
Industry Group for the Performance Period. 
 The Committee’s designation of the amount of the Performance Award for the Company’s rankings against
the Steel Peer Group and the General Industry Group shall provide 

  

 6 








 
approximately equal progression in the amount of the award from the minimum to the maximum amount that may be awarded under Sections 4.1(b)(i) and (ii). The
Company’s Steel Peer Group and General Industry Group rankings shall be based on the most recent available financial information for the members of the Steel Peer Group and General Industry Group. 
 (c) Reduction or Forfeiture of Performance Awards. Notwithstanding the foregoing provisions of this Section 4.1: 
 (i) if the Company has no reported net earnings for a Performance Period that ends prior to a Change in Control, no Performance Awards
will be made with respect to the Performance Period; 
 (ii) the Committee in its sole and exclusive discretion may reduce
(including a reduction to zero) the amount of the Performance Awards otherwise payable to Eligible Employees under the Plan for a Performance Period that ends prior to a Change in Control, provided the same percentage reduction is made to all
of the Performance Awards otherwise payable for the Performance Period; and 
 (iii) if the employment of an Eligible Employee
is terminated during a Performance Period prior to the Eligible Employee’s attainment of age fifty-five (55) for any reason other than the Eligible Employee’s death or disability, the Eligible Employee shall not receive any
Performance Award under the Plan for the Performance Period. 
  

	4.2	Performance Award Payments. 

 An Eligible Employee’s Performance Award shall be paid by the Company to the Eligible Employee within thirty (30) days after the later of (i) the completion of the independent audit of the
Company’s financial statements for the Performance Period or (ii) the date the Committee certifies in writing the amount of Performance Awards payable under Section 4.1. In no event, however, shall payment of a Performance Award be
made later than two and one-half (2 1/2) months after the end of the Performance Period for the Performance Award. The value
of fifty percent (50%) of the shares comprising an Eligible Employee’s Performance Award for a Performance Period, determined by multiplying the number of such shares by the closing price at which shares of the Company’s common stock
are sold regular way on the New York Stock Exchange on the last trading day of the Performance Period, shall be paid to the Eligible Employee in cash, less applicable payroll and withholding taxes. The remaining fifty percent (50%) of the
shares comprising the Eligible Employee’s Performance Award shall be rounded down to the next lower whole number of shares. Such whole number of shares shall constitute the Eligible Employee’s “Restricted Stock Performance
Award” and shall be delivered to the Eligible Employee, unless the Eligible Employee makes an election in accordance with Section 4.3 to defer payment of the Restricted Stock Performance Award. The Restricted Stock Performance Award
shares shall become vested in the Eligible Employee upon the Eligible Employee’s attainment of age fifty-five (55) while employed by the Company or a Subsidiary, in the event the Eligible Employee dies or becomes disabled while employed by
the Company or a Subsidiary or, if earlier, in installments based on the Eligible Employee’s continued employment with the Company or a Subsidiary through each of the following vesting dates: 
  

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	 Vesting Date
	  	Vested Portion of Restricted
Stock Performance Award	 
	 1st anniversary of payment
date
	  	33 1/3	%
	 2nd anniversary of payment
date
	  	66 2/3	%
	 3rd anniversary of payment
date
	  	100	%

 In the event an Eligible Employee’s employment with the Company and its Subsidiaries terminates for any
reason, the Eligible Employee shall, for no consideration, forfeit to the Company coincident with such termination all shares in the Restricted Stock Performance Award that have not become vested in the Eligible Employee. 
  

	4.3	Deferrals of Restricted Stock Performance Awards. 

 (a) Deferral Agreement. Each Eligible Employee may elect, by entering into a Deferral Agreement with the Company, to defer payment of all (and not less than all) of the Restricted Stock Performance Award otherwise payable to the
Eligible Employee for a Performance Period. To be effective to defer the payment of a Restricted Stock Performance Award, an Eligible Employee must complete and return a Deferral Agreement to the Company in accordance with procedures established by
the Committee for such purpose on or before the date that is six (6) months before the end of the Performance Period; provided, however, an Employee who first becomes an Eligible Employee during a Performance Period shall not be
permitted to enter into a Deferral Agreement for the deferral of a Restricted Stock Performance Award for such Performance Period. 
 An
Eligible Employee’s Deferral Agreement shall be effective for one Performance Period. Therefore, an Eligible Employee must complete and sign a Deferral Agreement and return the agreement to the representative of the Company designated by the
Committee on or before the date that is six (6) months before the end of the Performance Period for which a deferral of a Restricted Stock Performance Award is intended to be made. 
 (b) Deferral Accounts. In the event an Eligible Employee defers the payment of a Restricted Stock Performance Award, the number of shares
comprising such award shall be converted into an equivalent number of common stock units, and such units shall be credited to a Deferral Account established and maintained in the Eligible Employee’s name on the books and records of the Company.

 (c) Dividend Equivalent Payments; Adjustments to Common Stock Units. The Company shall pay to each Eligible Employee in cash, less
applicable payroll and withholding taxes, within thirty (30) days after the payment date of any cash dividend with respect to shares of the Company’s common stock a dividend equivalent payment equal to the number of common stock units
credited to the Eligible Employee’s Deferral Account as of the record date for such dividend multiplied by the per share amount of the dividend. 
 In the event a dividend with respect to shares of the Company’s common stock shall be declared and paid in additional shares or in the event the outstanding shares of the Company’s 

  

 8 








 
common stock shall be changed into or exchanged for a different number or kind of shares of stock or other securities of the Company or of another
corporation or changed into or exchanged for cash or property or the right to receive cash or property, then the Committee shall in its discretion equitably adjust the common stock units credited to the Deferral Accounts under the Plan to prevent
substantial dilution or enlargement of the rights of Eligible Employees under the Plan. 
 (d) Vesting. An Eligible Employee shall
become vested in the common stock units credited to the Eligible Employee’s Deferral Account in accordance with the vesting provisions of Section 4.2 that would have applied to the Restricted Stock Performance Award shares from which such
units were derived. In the event an Eligible Employee terminates employment prior to attaining age fifty-five (55) for any reason other than death or disability, the common stock units credited to the Eligible Employee’s Deferral Account
that are not vested shall be forfeited. 
 (e) Payment of Deferral Accounts. Subject to Section 6.6, the vested portion of an
Eligible Employee’s Deferral Account shall be paid to the Eligible Employee no earlier than fifteen (15) days and no later than ninety (90) days after the Eligible Employee’s Separation from Service. The form of payment shall be
one share of the Company’s common stock for each common stock unit and cash for any fractional unit credited to the vested portion of the Deferral Account. 
 In accordance with procedures established by the Committee, but in no event later than the date an Eligible Employee enters into his or her first Deferral Agreement with the Company under the Plan, the Eligible
Employee may elect a single sum payment of the Eligible Employee’s Deferral Account or payment in installments over a term certain of not more than five (5) years. In the event an Eligible Employee fails to make a valid method of payment
election, distribution of the Eligible Employee’s Deferral Account shall be made in a single sum payment of shares of Company common stock and cash for any fractional unit credited to the Deferral Account. 
 (f) Payment Following Death. An Eligible Employee may designate and change at any time the Beneficiary who is to receive distribution of the
vested portion of the Participant’s Deferral Account in the event of the Eligible Employee’s death. Any such designation or change shall not be effective until received by the representative of the Company designated by the Committee. If
an Eligible Employee has not properly designated a Beneficiary, if for any reason such designation shall not be legally effective, or if the designated Beneficiary shall predecease the Eligible Employee, then the Eligible Employee’s estate
shall be treated as the Beneficiary. 
 In the event of an Eligible Employee’s death prior to distribution of all common stock units
credited to the Eligible Employee’s Deferral Account, the Eligible Employee’s Beneficiary shall receive a distribution of the vested portion of such units (in the form of shares of Company common stock and cash for any fractional unit
credited to the Deferral Account) as soon as practicable but in no event later than ninety (90) days following the Participant’s death in a single sum payment. 
  


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 ARTICLE V  
 CHANGE IN CONTROL 
  

	5.1	Termination of Plan and Performance Periods. 

 The
Plan, and all Performance Periods then in progress, shall terminate upon a Change in Control. Performance Awards for such terminated Performance Periods shall be determined and paid following the Change in Control in accordance with this Article V
notwithstanding any contrary provision of the Plan. 
  

	5.2	Determination of Performance Awards. 

 The
Performance Award for each Performance Period that ended on a Change in Control in accordance with Section 5.1 shall be equal to the greater of: 
 (a) the Performance Award calculated in the manner described in Sections 4.1(a) and (b) based on the Company’s Return on Average Invested Capital relative to the Steel Peer Group and the General Industry
Peer Group as of the end of the calendar quarter immediately preceding the Change in Control; or 
 (b) the Eligible
Employee’s Target Performance Award for such Performance Period. 
 Provided that, an Eligible Employee’s Target Performance Award
for a Performance Period used for purposes of determining the amount in clauses (a) and (b) above shall not be adjusted as provided in the second paragraph of the definition of Target Performance Award (i.e., the adjustment for Eligible
Employees who first participate in the Plan after the beginning of a Performance Period) but shall be adjusted by multiplying the Target Performance Award for the Performance Period by a fraction, the numerator of which is the number of days during
the Performance Period that ended on the Change in Control during which the Eligible Employee was employed by the Company and participating in the Plan, and the denominator of which is the number of days that would have been in such Performance
Period if it had not ended due to the Change in Control. 
  

	5.3	Payment of Performance Awards. 

 The value of an
Eligible Employee’s Performance Awards determined under Section 5.2 shall be paid by the Company to the Eligible Employee in a single cash payment, less applicable withholding taxes, within sixty (60) days following the Change in
Control. Such value shall be equal to the aggregate number of shares comprising the Eligible Employee’s Performance Awards multiplied by the closing price at which shares of the Company’s stock are sold regular way on the New York Stock
Exchange on the last trading day prior to the Change in Control. An Eligible Employee shall not be permitted to defer payment of the amount due to the Eligible Employee under this Section 5.3. 
  

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	5.4	Vesting. 

 Upon a Change in Control, an Eligible
Employee shall become fully vested and have a nonforfeitable interest in, and shall be entitled to receive payment for, all of the Eligible Employee’s Performance Awards, including the portion of such Performance Awards that are Restricted
Stock Performance Awards, for all Performance Periods that ended prior to the Change in Control and, if applicable, the common stock units credited to the Eligible Employee’s Deferral Account. 
  

	5.5	Payment of Deferral Accounts. 

 Any payment election
made by an Eligible Employee under Section 4.3(e) shall be null and void and have no further force or effect from and after a Change in Control Acceleration Event, and subject to Section 6.6, the value of the Eligible Employee’s
Deferral Account shall be paid to the Eligible Employee in a single cash payment, less applicable withholding taxes, within sixty (60) days following the Change in Control Acceleration Event (the “CIC Payment Date”). Such value
shall be equal to the number of common stock units credited to the Eligible Employee’s Deferral Account as of the date of the Change in Control Acceleration Event multiplied by the closing price at which shares of the Company’s stock are
sold regular way on the New York Stock Exchange on the last trading day prior to the date of the Change in Control Acceleration Event. 
 In the event that payment to an Eligible Employee is delayed beyond the CIC Payment Date due to the requirements of Section 6.6, the amount due to such Eligible Employee as of the CIC Payment Date shall be increased with
interest at the prime rate, as published in The Wall Street Journal, plus 1% per annum, from the CIC Payment Date to the date the Eligible Employee receives payment of the amount due. 
 ARTICLE VI  
 MISCELLANEOUS

  

	6.1	Amendment or Termination. 

 The Board expressly
reserves for itself and for the Committee the right and the power to amend or terminate the Plan at any time. Unless the Committee otherwise expressly provides at the time the action is taken, no Performance Awards shall be paid to any Eligible
Employee on or after the date of any termination of the Plan. 
  

	6.2	Assignability. 

 Eligible Employees shall not
alienate, assign, sell, transfer, pledge, encumber, attach, mortgage, or otherwise hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder. No part of the amounts payable hereunder shall, prior to actual payment, be
subject to seizure or sequestration for the payment of any debts, judgments, alimony, or separate maintenance, nor shall any person have any other claim to any benefit payable under this Plan as a result of a divorce or the Eligible Employee’s,
or any other person’s, bankruptcy or insolvency. 
  

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	6.3	Source of Benefits. 

 The Company shall make any
cash payments due under the terms of this Plan directly from its assets or from any trust that the Company may choose to establish and maintain from time to time. Shares of the Company’s common stock that may be issued under the Plan may be
either authorized and unissued shares or shares which have been reacquired by the Company. Nothing contained in this Plan shall give or be deemed to give any Eligible Employee or any other person any interest in any property of any such trust or in
any property of the Company, nor shall any Eligible Employee or any other person have any right under this Plan not expressly provided by the terms hereof, as such terms may be interpreted and applied by the Committee in its discretion. 

 

	6.4	No Promise of Continued Employment. 

 Nothing in
this Plan or in any materials describing or relating to this Plan grants, nor should it be deemed to grant, any person any employment right, nor does participation in this Plan imply that any person has been employed for any specific term or
duration or that any person has any right to remain in the employ of the Company. 
  

	6.5	Applicable Law. 

 The Plan shall be construed in
accordance with and governed by the laws of the State of North Carolina. 
  

	6.6	Code Section 409A. 

 Notwithstanding anything
in the Plan to the contrary, if any amount or benefit that the Company determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Plan
by reason of a Participant’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 Participant’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Participant’s death or the
seventh month following the Participant’s Separation from Service; and 
 (ii) if the payment or distribution is payable
over time, the amount of such non-exempt deferred compensation that would otherwise be payable during the six (6) month period immediately following the Participant’s Separation from Service will be accumulated and the Participant’s
right to receive payment or distribution of such accumulated amount will be delayed until the earlier of the Participant’s death or the seventh month following the Participant’s Separation from Service and paid on the earlier of such
dates, without interest, and the normal payment or distribution schedule for any remaining payments or distributions will commence. 
  

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 IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Company, hereby certifies
that the foregoing Nucor Corporation Senior Officers Long-Term Incentive Plan has been authorized and approved by the Board. 
  

	
	NUCOR CORPORATION
	
	 /s/ Terry S. Lisenby

	Terry S. Lisenby
	Executive Vice President and Chief Financial Officer


  

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