Exhibit 10.11


PERFORMANCE UNIT AWARD AGREEMENT


THIS AGREEMENT made the 4th day of May 2006.


BETWEEN:


IPSCO INC., a corporation
incorporated under the laws of Canada,


(hereinafter called the “Company”),


OF THE FIRST PART,


-and-


Burton M. Joyce


7963
Sailboat Key Blvd. #208


OF
THE City of South Pasadena, in the State of Florida,


(hereinafter called the “Participant”),


OF THE SECOND PART.


WHEREAS the Company has established an
Incentive Share Option Plan (which, as amended from time to time by the Board
of Directors of the Company and approved by Shareholders, is hereinafter
referred to as the “Plan”) whereby certain designated officers, employees and
directors of the Company and its subsidiaries may from time to time be granted
options, restricted shares and performance units;


AND WHEREAS the Participant, as a director
of the Company, has been designated to receive a grant of Performance Units (as
defined herein), subject to and in accordance with the terms of this Agreement
and of the Plan;


NOW THEREFORE THIS AGREEMENT WITNESSETH that in
consideration of the mutual covenants herein contained the parties do hereby
agree as follows:













1.                                       Grant


Pursuant
to Section 9 of the Plan, the Company hereby grants and awards to the
Participant Eight Hundred (800) performance units (the “Performance Units”).  Each Performance Unit shall be subject to the
terms of the Plan and of this Agreement, including the terms relating to the
Performance Period and the Performance Objective (as those terms are herein
defined).


2.                                       Performance
Period/Performance Objective


The performance period applicable to the Performance Units shall be the
period beginning on May 4, 2006, (the “Commencement Date”) and ending on May 3,
2009, (the “Performance Period”).  The
performance objective applicable to the Performance Units (the “Performance
Objective”) shall be the achievement by the Company during the Performance
Period of positive cumulative net income of at least USD$300,000,000.00
attributable to the common shares of the Company (the “Common Shares”) as
reported in the Company’s financial statements.


3.                                       Vesting of
Performance Units


The
Performance Units will vest upon the earlier of


(a)                                  the date of a
Change of Control, and


(b)                                 May 4, 2009,
provided that the Performance Objective is met,


and,
provided further that the Participant remains a director (or is deemed by
Section 4 to remain a director) by the Company or a Subsidiary (as defined in
the Plan) on that date and has been (or is deemed by Section 4 to have been)
continuously so appointed since the date hereof.  Performance Units not vested on or before the
last day of the Performance Period pursuant to the preceding sentence shall
lapse and be terminated and cancelled.


For
the purposes of this Section 3, the date of a Change of Control means the date
on which any one of the following occurs: 
(i) any person or group of persons acting in concert acquires beneficial
ownership (within the meaning of The Securities Act (Saskatchewan)) of 20% or
more of the outstanding Common Shares of the Company, or securities convertible
into 20% or more of the outstanding Common Shares on a post-conversion basis;
(ii) during a period of not more than 24 months, a majority of the Board of
Directors ceases to consist of the existing membership or successors nominated by
the existing membership or their similar successors; (iii) all or substantially
all of the individuals and entities who were the beneficial owners of the
Company’s outstanding securities entitled to vote do not own more than 50% of
such securities in substantially the same proportions following a shareholder
approved reorganization, merger, or consolidation; or (iv) shareholder approval
of either (A) a complete liquidation or dissolution of the Company or (B) a
sale or other disposition of all or substantially all of the assets of the
Company, or a transaction having a similar effect.



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4.                                       Cessation of
Directorship


(a)                                  If the
Participant ceases to be a director (and, if the Participant is a director of
any Subsidiary, the Participant also ceases to be a director of the Subsidiary)
as a result of (i) the death of the Participant or (ii) such other
circumstances as may be approved by the Board of Directors, the Participant
shall be deemed for the purposes of Section 3 hereof (Vesting of Performance
Units), to be a director of the Company or Subsidiary on the last day of the
Performance Period (or, if earlier, the date of a Change of Control) and to
have been continuously so appointed since the Commencement Date.


(b)                                 If the
Participant ceases to be a director of the Company (and, if the Participant is
a director of any Subsidiary, the Participant also ceases to be a director of
the Subsidiary) in any circumstance other than as described in paragraph (a) of
this Section 4 (including, but not limited to, (i) termination of the
Participant’s directorship by the Board of Directors, with or without cause,
(ii) resignation by the Participant or (iii) failure to be re-elected at an
annual general meeting of the shareholders of the Company); then if the
cessation is not due to cause, the Performance Units shall vest at the end of
the Performance Period if the Performance Objective are met for such period.
Payment in that event will be calculated by a ratio whereby the numerator shall
be the number of years of such Performance Period the Director served before
the cessation of services and the denominator shall be the number of years of
the Performance Period multiplied by the Performance Award.  Notwithstanding the provisions of this
paragraph, the Board may determine to fully vest such Participant in the full
amount of the Performance Award subject to the attainment of the Performance
Objective.  For greater certainty, this
Section 4 shall not apply to any director of the Company or the Subsidiary who
is an officer or employee after the time such person ceases to be a director of
the Company or any Subsidiary.


5.                                       Payment of
Performance Units and Dividend Equivalents


Upon
vesting of the Performance Units in accordance with Sections 3 and 4 hereof,
the Participant shall become entitled to payment in respect of the Performance
Units.  Payment shall be made by delivery
by the Company to the Participant of one newly issued Common Share for each
Performance Unit held by the Participant. 
The Participant may, in [his/her] sole discretion, require that payment
be made by the Company in a combination of cash (to a maximum cash payment
amount of 40% of the vested Performance Units) and Common Shares (to a minimum
amount of 60% of the vested Performance Units) in lieu of payment in Common
Shares only.  For purposes of calculating the amount of any
such cash payment, Common Shares shall be valued on the applicable date of
vesting under Section 3 hereof.  Such
valuations shall be closing price of the Common Shares of the Company on the
Toronto Stock Exchange on the day of vesting.



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Payment
shall be made as soon as practicable after the date of vesting.  Where payment is made in whole or in part in
Common Shares, the Company shall cause the transfer agent of the Common Shares
to promptly deliver to the Participant a share certificate in the name of the
Participant representing such Common Shares.


At
the time payment is made by the Company to the Participant under this Section
5, the Company shall also pay to the Participant a dividend equivalent in an
amount equal to the number of the Participant’s Performance Units multiplied by
the total dividends per Common Share declared by the Company between the
Commencement Date and the applicable date of vesting.  Such payment shall be made by the Company in
cash as soon as practicable after the date of vesting.  For greater certainty, such dividend
equivalent cash payment shall not form part of the calculation of, or be
subject to, the 40% maximum cash payment in lieu of Common Shares noted above.


Where
the Participant has died, all references in this Section 5 to “Participant”
shall be deemed to include the Participant’s legal representative.


6.                                       Non-Assignability
of Performance Units


The
Performance Units granted hereunder shall not be transferable or assignable
(whether absolutely or by way of mortgage, pledge or other charge) by the
Participant other than by will or other testamentary instrument, the laws of
succession or other laws of general application and during the lifetime of the
Participant only the Participant shall be entitled to payment thereunder.


7.                                       Rights of
Participant


The
Participant shall have no rights whatsoever as a shareholder in respect of any
Common Shares which are the subject of the Performance Units held by the
Participant (including, without limitation, any right to receive dividends or
other distributions from the Company, voting rights, warrants or rights under
any rights offering) until such time as such shares have been recorded on the
Company’s official shareholder records as having been issued to the
Participant.


Nothing
contained in this Agreement shall give the Participant or any other person, any
interest or title in or to any Common Shares which are the subject of the
Performance Units or any rights as a shareholder of the Company or any other
legal or equitable right against the Company whatsoever other than as set forth
in this Agreement, nor shall it confer upon the Participant any right to
continue as a director of the Company or of its Subsidiaries.


8.                                       Withholding Taxes


Prior to the payment by the Company in respect of the Performance Units
pursuant to Section 5, the Participant shall pay to the Company such amount as
may be requested by the Company for the purpose of satisfying any liability for
federal, provincial, state or



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other
taxes with respect to such payment. 
Where the Participant is subject to Canadian income tax, the amount
shall be paid by the Participant to the Company in cash or by cheque.  Where the Participant is not subject to
Canadian tax, the amount requested by the Company shall be paid by the
Participant to the Company in cash or by cheque, provided that the Participant
may pay all or a portion of the amount by (a) the delivery of Common Shares or
(b) having the Company withhold a portion of the Common Shares otherwise to be
delivered upon vesting of the Performance Units.  Where the Participant, in [his/her] sole
discretion, has required that payment in respect of the Performance Units be
made by the Company in cash in lieu of Common Shares or in a combination of
cash and Common Shares, the Company shall have the right to deduct from any
cash payment any applicable taxes.


9.                                       Alterations in
Shares


In
the event of a share dividend, share split, issuance of shares or instruments
convertible into shares (other than pursuant to the Plan) for less than market
value, share consolidation, share reclassification, exchange of shares,
recapitalization, amalgamation, merger, consolidation, corporate arrangement,
reorganization, liquidation or the like of or by the Company, the Board of
Directors may make such adjustment, if any, of the number of Performance Units,
as it shall deem appropriate to give proper effect to such event, including to
prevent, to the extent possible, substantial dilution or enlargement of rights
granted to the Participant.  If because
of a proposed merger, amalgamation or other corporate arrangement or
reorganization, the exchange or replacement of shares in the Company for those
in another company is imminent, the Board of Directors may, in a fair and
equitable manner, determine the manner in which the Performance Units shall be
treated including, for example, requiring the acceleration of the time for
payment by the Company in respect of the Performance Units and of the time for
the fulfilment of the Performance Objectives. 
All determinations of the Board of Directors under this Section 9 shall
be conclusive and binding.


10.                                 Notice


All
notices, demands, payments or other communications which may or are required to
be given under this Agreement shall be given in writing by personal delivery or
ordinary prepaid mail:


	
  

  	
  (a)

  	
  to the Company:

  
	
   

  	
  IPSCO Inc.

  
	
   

  	
  650 Warrenville Road, Suite 500

  
	
   

  	
  Lisle, IL 60532

  
	
   

  	
  Attention: Vice President, General Counsel

  
	
   

  	
  and Corporate
  Secretary

  



 



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  (b)

  	
  to the
  Participant:

  
	
   

  	
  Burton M. Joyce

  
	
   

  	
  7963 Sailboat Key Blvd. #208

  
	
   

  	
  South Pasadena, FL 33707

  



 


or
such other address as either party may give in writing from time to time.  Such notices if given by mail shall be deemed
to have been received by the party to whom they are addressed as described
herein seventy-two (72) hours after they have been put in the post, postage
prepaid, provided that if postal services are disrupted by labour disputes,
such mailed notices shall be deemed to have been given and received on the date
of actual receipt by the addressee.


11.                                 Plan to Apply


The
parties agree that the provisions of the Plan shall be complementary to and
read in conjunction with the terms of this Agreement and in the event of any
contradiction or inconsistency between any provisions of the Plan and those of
this Agreement, the Plan shall prevail. 
This Agreement shall also be subject to the applicable requirements of
the Toronto Stock Exchange, the Canadian Securities Administrators, the United
States Securities and Exchange Commission and the New York Stock Exchange from
time to time.


12.                                 Dispute


Any
dispute or disagreement which shall arise under, or as a result of, or in any
way related to, the interpretation, construction or application of this
Agreement shall be determined by the Board of Directors and any such
determination shall be final, binding and conclusive for all purposes.


13.                                 Further
Assurances


The
Participant shall forthwith and from time to time do all such acts and things
and execute and deliver all such instruments, writings and assurances as may be
necessary to carry out this Agreement in accordance with its true intent.


14.                                 Enurement


This
Agreement shall be binding upon and shall enure to the benefit of the parties
hereto and their successors, executors and administrators.


15.                                 Governing Law


This
Agreement shall be governed by the laws of the State of Illinois.



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IN WITNESS
WHEREOF the parties hereto have executed this Agreement as of the day and year
first above written.


 


	
  

  	
  IPSCO INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Burton M. Joyce

  
	
   

  	
  7963 Sailboat Key Blvd. #208

  
	
   

  	
  South Pasadena, FL 33707

  



 



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