Prepared by MERRILL CORPORATION









 




Exhibit 10.24




 




SUPPLEMENTAL EXECUTIVE

RETIREMENT BONUS PLAN




 




FOR SCHNITZER STEEL

INDUSTRIES, INC.




 




AND AFFILIATED EMPLOYERS




 




 




Amended and Restated




Effective January 1, 2000




 




 




INTRODUCTION




 




The principal objective of the Supplemental Executive Retirement Bonus

Plan is to ensure the payment of a competitive level of retirement income in

order to attract, retain, and motivate selected executives.  The Plan is designed to provide a benefit

which, when added to other retirement income of the executive, will meet the

objective described above.  Eligibility

for participation in the Plan shall be limited to executives selected by the

Board of Directors of the participating Employer.  Each Employer shall be individually and solely responsible for

benefits accrued under this Plan by its executives who are Participants in this

Plan.




 




ARTICLE 1




 




DEFINITIONS




 




 




1.1           Accrued Benefit with respect

to a Participant, as of any calculation date, means an annual pension amount

equal to the excess, if any, of the Participant’s Target Benefit over the sum

of the Qualified Plan Benefit Offset and the Social Security Benefit Offset,

all determined as of the calculation date, and expressed as annual pension

amounts.




 




1.2           Actuarial Equivalent, as of

any calculation date, means equal in present value based on an interest rate

assumption equal to the 30-year U.S. TCM rate (as published in the Federal

Reserve Statistical Bulletin) for the month of December preceding the year of

the calculation date and the 1993 Group Annuity Unisex Mortality Table.




 




1.3           Administrative Committee means

the Administrative Committee appointed by the Board which has been given

authority by the Board to administer this Plan.













1.4           Adjusted Bonus

means the lesser of bonus paid, or 25% of salary during the period for which

the bonus was earned.




 




1.5           Board shall mean the Board of

Directors of Schnitzer Steel Industries, Inc.




 




1.6           Change in Control. A change in

control shall occur if:




a)     Any “person” or “group” (within the meaning of Section 13(d) and

14(d) (2) of the Securities Exchange Act of 1934, as amended (the “Act”))

becomes the “beneficial owner” (as defined in the Rule 13-d under the Act) of

more than 20 percent of the then outstanding voting stock or partnership

interests of the Employer, or in the case of a limited partnership, in the

outstanding voting stock of the General Partner of the Employer, otherwise than

through a transaction arranged by, or consummated with the prior approval of,

the Board of Directors of the Employer, or in the case of a limited partnership,

the Board of Directors of the General Partner (the Employer, Board); or




b)    During any period of two consecutive years, individuals who at

the beginning of such period constitute the Employer Board (and any new

director whose election by the Employer Board or whose nomination for election

by the stockholders of the Employer was approved by a vote of at least

two-thirds of the directors then still in office who either were directors at

the beginning of such period or whose election or nomination for election was

previously so approved) cease for any reason to constitute a majority thereof.




 




1.7           Company shall mean Schnitzer

Steel Industries, Inc. or successors and any participating affiliated company

as determined by the Board.




 




1.8           Credited Service as of a

calculation date shall mean the completed years and months of service as of

such date not interrupted by a break in employment, other than a leave of

absence approved in advance by the board of directors of the participating

Employer.  A participant cannot earn

more than one year of Credited Service within a 12-month period. Credited

Service for employment prior to a Participant’s Entry Date shall be

proportionately reduced to the extent that the ratio of his Credited Service

after Entry Date divided by the number of years between Entry Date and His

Normal Retirement Date is less than one. The reduction described in the

preceding sentence shall not apply however in the case of a Participant whose

termination is on account of his own death.




 




1.9           Earnings shall mean all

employee cash compensation from an Employer, including salary and Adjusted

Bonus (before any voluntary reductions). 

Adjusted Bonus shall be considered Earnings in the year earned.  Adjusted bonuses payable for fiscal years

ending within a calendar year shall be considered to be earned ratably over the

12 months of that calendar year.













1.10         Employer shall mean the Company,

any affiliated company, and any non-affiliated company that adopts this Plan by

designating an Employee as a Participant pursuant to Paragraph 1.13.




 




1.11         Entry Date shall mean the date

set forth in The Board of Directors action designating an employee as a

Participant in accordance with Paragraph 1.13.




 




1.12         Final Average Earnings shall

mean the average of the five highest-paid consecutive calendar years in

Earnings.  In the case of a late

retirement benefit under Paragraph 2.6 (b), this calculation shall not include

calendar years for which the Board of Directors has not granted its approval.




 




1.13         Normal Retirement Date means the

first day of the month coinciding with or next following a Participant’s 60th

birthday.




 




1.14         Participant means an employee of

an Employer designated as a Participant by the Board of Directors of an

Employer.  An employee shall become a

Participant in the Plan as of the date he or she is individually selected by

that Board of Directors.  A list of the

designated employees as of Janury 1, 2000 is shown in Appendix I.




 




1.15         Plan means the Supplemental

Executive Retirement Bonus Plan for Schnitzer Steel Industries, Inc. and

Affiliated Employers.




 




1.16         Plan Year shall mean the

calendar year.




 




1.17         Qualified Plans shall mean the

Pension Retirement Plan, the Supplemental Retirement Plan, and the Salary

Deferral Retirement Plan for Employees of Schnitzer Steel Industries, Inc. and

Affiliated Employers; the Cascade Steel Rolling Mills, Inc.  Employees Retirement Plan; the Salary

Deferral Plan for Cascade Steel Rolling Mills, Inc. and Affiliated Employers,

and any other plan of deferred compensation maintained by an Employer in

accordance with Section 401(a) of the Internal Revenue Code.




 




1.18         Qualified Plan Benefit Offset

with respect to a Participant as of any date means the annual annuity benefit

payable in monthly installments and commencing at his Normal Retirement Date

(or age at calculation date if greater) that is actuarially equivalent to the

value of all employer-provided benefits (including matching contributions)

accrued by such Participant under the Qualified Plans. Benefits attributable to

an employee’s after-tax or 401(k) contributions shall not be included as part

of the Qualified Plan Benefit Offset.




 




1.19         Social Security Benefit Offset

with respect to a Participant as of any calculation date means the annual

projected Social Security Benefit payable at age 65 (or age at calculation date

if greater) assuming maximum Social Security covered wages in  prior years and no Social Security covered

wages in future years.













1.20         Target Benefit

with respect to a Participant as of any calculation date shall mean the lesser

of a) and b) below:




 




a)     2.6% of Final Average Earnings multiplied by the Participant’s

years of Total Credited Service, up to a maximum of 65% of Final Average

Earnings.




b)    The Adjusted SERBP Cap, which is calculated as a dollar amount multiplied

by a fraction, the numerator of which is the Participants Credited Service and

the denominator of which is the greater of the numerator or 25 years. The

dollar amount for 1994 is $159,194. The dollar amount for any year after 1994

shall be equal to $159,194  multiplied

by ratio of the Code Section 401(a)(17) limit for that year over the Code

Section 401(a)(17) limit for 1994.




 




1.21         Trust shall mean the trust

established by the Company to hold and invest contributions made under the Plan

and from which the Plan’s benefits will be distributed.




 




1.22         The masculine gender, where appearing

in the Plan, will be deemed to include the feminine gender, and the singular

may include the plural, unless the context clearly indicates the contrary.




 




ARTICLE 2




 




ELIGIBILITY FOR AND

AMOUNT OF BENEFITS




 




 




2.1           Normal Retirement.




a)             A Participant who terminates employment from all

Employers on his Normal Retirement Date is eligible to receive a normal

retirement benefit..




b)            A Participant’s normal retirement benefit is equal to his

Accrued Benefit determined at Normal Retirement Date.




 




2.2           Early Retirement.




a)             A Participant who terminates employment from all

Employers before his Normal Retirement Date but after attaining age 55 and

after having completed at least 10 years of Credited Service is eligible to

receive an early retirement benefit.




b)            A Participant’s early retirement benefit is equal to his

Accrued Benefit determined at Early Retirement Date,  reduced by 1/3 of one percent for each month by which the first

payment precedes his Normal Retirement Date.




c)             Notwithstanding the foregoing, if the Participant

retires in conjunction with a Change in Control, the early retirement benefit

will equal the projected Accrued Benefit assuming continued employment to his

Normal Retirement Date and Final Average Earnings equal to the greater of his

Final Average Earnings and annualized earnings at termination.  Annualized earnings shall mean the annual

rate of base pay plus the most recently paid Adjusted Bonus.  The Social Security Benefit Offset described

in Article I will be calculated assuming payment at age 65 and zero earnings

from after his Normal Retirement Date. 

The first benefit payment is paid on the first of the month following early

retirement.













 




2.3           Late Retirement Benefit.




a)             A Participant who terminates employment with all

Employers after his Normal Retirement Date is eligible for a Late Retirement

Benefit.




b)            The Late Retirement Benefit is calculated as the sum of:




(i)            The

Participant’s Normal Retirement Benefit; plus,




(ii)           The increase, if any, of the

Participant’s Accrued Benefit for employment, with Board approval, after Normal

Retirement Date.




2.4           Vested Termination Benefit.




a)             A Vested Termination Benefit is payable to a Participant

who terminates employment after completion of five years of Credited Service

after his Entry Date but before becoming eligible for early or normal

retirement.




b)            The Vested Termination Benefit is an amount equal to the

Accrued Benefit calculated as of date of termination of employment, and payable

commencing at his Normal Retirement Date. A Participant may elect to begin

receiving his Vested Termination Benefit before reaching his Normal Retirement

Date provided he has attained age 55 and has completed 10 years of service.  In this case, his Vested Termination Benefit

shall be reduced by 1/3 of one percent for each month by which the first

payment precedes his Normal Retirement Date.




2.5           Death Benefit.




a)             A Death Benefit is payable to the surviving spouse of a

Participant who dies before termination of employment but after meeting the

applicable age and service requirements for a retirement benefit under the

preceding sections of this Article.




b)            The spouse death benefit shall be equal to 50% of the

benefit that would have been paid to the Participant had he terminated

employment immediately prior to date and elected to begin receiving his

retirement benefits at the earliest possible date determined under the

preceding sections of this Article, adjusted to include reflect all Credited Service

prior to Entry Date in accordance with Section 1.8.. If the surviving spouse is

more than ten years younger than the Participant, the spouse death benefit will

be reduced 1⁄2 of 1% for each full month the surviving spouse is more than ten

years younger than the Participant.













2.6           Forms of Benefit Payment.




a)             The benefit determined under this

Plan will be payable as a straight life annuity calculated as of the date of

retirement, with no further adjustment for subsequent inflation.  If the Participant is married, the benefit

will be in the form of an actuarially reduced 50% contingent annuity with his

spouse as contingent annuitant.  The

Participant may also elect to receive benefits payable on an actuarial

equivalent basis in a form other than the “normal form” of annuity stated

above, as approved by the Administrative Committee, but in no case shall the

Administrative Committee approve payment of benefits as a lump sum.  If the Participant is married, election of

payment form other than the 50% contingent annuity shall require the spouses

written consent either notarized or witnessed by a plan representative.




b)            A participant shall be provided with a written

explanation of the normal form of benefits no earlier than 90 days and no later

than 30 days before the annuity is to commence.  The explanation shall include:




(i)            the terms and conditions of the

normal form of benefits




(ii)           the Participant’s right to waive the

normal form and the effect of such waiver, and




(iii)          the spouse’s rights as specified in

(a) above.




c)             The Administrative Committee shall have all powers

necessary to supervise the administration of the Plan and to control its

operation in accordance with its terms, including, but not by way of

limitation, the following:




(i)            to establish rules from time to time

for the performance of its functions and the administration of the Plan,

provided that such rules shall not be inconsistent with the Plan, and the

Trust.




(ii)           to interpret the provisions of the

Plan and to determine any question arising under the Plan, or in connection

with the administration or operation thereof.




(iii)          to compute the amount of retirement

benefit payable under the Plan to any person.




(iv)          to authorize and direct all

disbursements pursuant to the Plan.




(v)           to employ and engage such persons,

counsel (who may be counsel for an Employer) and agents and to obtain such

administrative, clerical, legal, auditing, consulting, and actuarial services

as it may deem necessary or appropriate in carrying out the provisions of the

Plan.













 




2.7           The decision of the Administrative

Committee and any action taken by it with respect to the Plan shall be

conclusive and binding upon any and all Participants and former Participants,

and their beneficiaries, heirs, distributees, executors, administrators and

assigns, and upon all other persons whomsoever.




 




2.8           Service with Multiple Employers.  A Participant who has Credited Service with

more than one Employer shall receive a benefit based on all Credited Service

and Earnings with the Employers.  The

obligation to pay such benefit shall be allocated among the Employers in

proportion to the Participant’s Credited Service with each.




 




2.9           Non-competition Agreement.  As an additional requirement before becoming

eligible to receive a Normal, Early or Late Retirement Benefit, a Participant

shall execute a non-competition agreement with the Participant’s Employer.  As a continuing condition for payment of the

benefits under the Plan, the Participant shall not use, directly or indirectly,

the knowledge, skills, contacts or experience he gained while employed by the

employer (or any affiliated entity) after terminating his employment, in

violation of the terms of the non-competition agreement.




a)             The Employer shall determine the

terms of the non-competition agreement at the time the Participant terminates

employment.




b)            The term of the non-competition agreement shall be five

years.




c)             The scope of activities and geographic area covered by

the non-competition agreement shall reflect (but not be limited to) the

Participant’s current and previous job descriptions with the Employer, as well

as duties the Participant performs or performed for other entities under any

shared services agreements to which the Employer is or was a party.




d)            The non-competition agreement shall provide that in case

the Participant breaches the limitations of the agreement, the Employer shall

cease paying benefits otherwise payable to the Participant or any contingent

annuitant under the Plan.




 




2.10         Coordination with LTD Plan.

Notwithstanding the foregoing, if 

Participant terminates his or her employment with an Employer under

circumstances which qualify the Participant for benefits under a long-term

disability plan maintained by the Employer (the “LTD Benefits”); and benefits

paid to the Participant under this Plan would reduce the LTD Benefits he or she

would otherwise receive (the “Potential LTD Reduction”); then to the extent and

for the duration of the Potential LTD Reduction, such Participant’s benefits

calculated under the applicable provisions of this Plan shall be reduced, but

not below zero, by an amount equal to the Potential LTD Reduction.













 




ARTICLE 3




 




MISCELLANEOUS




 




3.1           Amendment and Plan Termination.  The Board may, at its sole discretion,

terminate, suspend, or amend this Plan at any time or from time to time, in

whole or in part, with respect to any or all Employers, and benefits under this

Plan will cease to accrue in the event of such termination or suspension.  If the Plan is terminated, suspended, or

amended to reduce benefits, all Participants or Beneficiaries receiving

benefits and all other Participants will be entitled to their benefits accrued

under the Plan.  In such event, the

Board of Directors of each Participant’s Employer will, at its sole discretion,

elect any one or more, or a combination, of the following alternatives to

satisfy the Employer’s obligations to Participants or Beneficiaries receiving

benefits.




(a)           Purchase and distribute insurance

company annuities




(b)           Continue to operate the Plan as to

Accrued Benefits pursuant to the Plan provisions in effect at the date of Plan

termination or amendment.




 




3.2           Not an Employment Agreement.  Nothing contained herein will confer upon

any Participant the right to be retained in the service of the Company, nor

will it interfere with the right of the Company to discharge or otherwise deal

with any Participant without regard to the existence of this Plan.




3.3           Assignment of Benefits.  A Participant may not, either voluntarily or

involuntarily, assign, anticipate, alienate, commute, pledge, or encumber any

benefits to which he is or may become entitled to under the Plan, nor may the

same be subject to attachment or garnishment by any creditor of a Participant.




 




3.4           Payments to Trust.  Contributions under the Plan shall be paid

by the Company directly to the trustee of the Trust as soon as practicable.




 




3.5           Unfunded Plan.  Except as provided in the Trust, the

following shall apply:




(a)           All contributions made as a result of

the terms of the Plan shall continue for all purposes to be a part of the

general funds of the Company.




(b)           To the extent that any person

acquires a right to receive payments from the Plan, such right shall be no

greater than the right of any unsecured general 


Creditor of the Company.













 




3.6           State Law.  The provisions of the Plan and all rights

created thereunder shall be governed by and construed in accordance with the

laws of the State of Oregon.




 




IN WITNESS WHEREOF, Schnitzer Steel Industries, Inc.

adopted this amended and restated Plan, effective January 1, 2000.




 




	

   


  	

  SCHNITZER STEEL INDUSTRIES, INC.


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/Leonard Schnitzer


  
	

   


  	

  Leonard Schnitzer


  
	

   


  	

  Chairman of the Board


  
	

   


  	

  Chief Executive Officer


  
	

   


  	

   


  
	

   


  	

  Date:


  	

  November 30, 1999


  





 




 




Appendix I




 




Participating Employees as of January 1, 2000




 




Kramer, Loren




Lewis, Ken




Novack, Ken




Philip, Bob




Rosen, Barry




Schnitzer, Dori




Schnitzer, Gary




Shapiro, Philip