8-K
Nucor Corp (NUE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2025
NUCOR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-4119 | 13-1860817 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 1915 Rexford Road<br> <br>Charlotte, North Carolina | 28211 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (704) 366-7000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.40 per share | NUE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Submission of Matters to a Vote of Security Holders. |
|---|
(e) On May 8, 2025, Nucor Corporation (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Nucor Corporation 2025 Omnibus Incentive Compensation Plan (the “2025 Plan”), which replaces the Nucor Corporation 2014 Omnibus Incentive Compensation Plan, as amended and restated. The Company’s Board of Directors (the “Board”) adopted the 2025 Plan on February 18, 2025, subject to stockholder approval. Upon stockholder approval at the Annual Meeting, the 2025 Plan became effective as of that date.
The 2025 Plan authorizes a variety of types of equity-based awards, including stock options, appreciation rights, restricted shares, restricted share units, performance shares and performance units, that may be granted to the Company’s employees, officers, consultants and non-employee directors. You can find a summary of the principal features of the 2025 Plan in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 24, 2025 (the “Proxy Statement”), under the heading “Proposal 4: Approval of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan.” The summary of the 2025 Plan in the Proxy Statement is qualified in its entirety by the full text of the 2025 Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K. Also filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K are the forms of restricted share unit award agreements and form of nonqualified stock option award agreement to be used in connection with grants of such awards that may be made pursuant to the 2025 Plan.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
|---|
(a) The Company held the Annual Meeting on May 8, 2025.
(b) At the Annual Meeting, the Company’s stockholders elected all eight of the Company’s nominees for director to serve until their terms expire at the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified. Each nominee for director received a greater number of votes cast “for” his or her election than votes “withheld” from his or her election as reflected below. The Company’s stockholders also ratified the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025. Additionally, the Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers in 2024. Finally, the Company’s stockholders approved the 2025 Plan. Each of these proposals is further described in the Company’s Proxy Statement. The final voting results for each of the proposals presented at the Annual Meeting are set forth below.
| 1. | Election of directors: | ||
|---|---|---|---|
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| --- | --- | --- | --- |
| Norma B. Clayton | 173,140,259 | 3,025,596 | 26,330,124 |
| Patrick J. Dempsey | 171,967,171 | 4,198,684 | 26,330,124 |
| Nicholas C. Gangestad | 173,318,159 | 2,847,696 | 26,330,124 |
| Christopher J. Kearney | 165,785,326 | 10,380,529 | 26,330,124 |
| Laurette T. Koellner | 171,731,932 | 4,433,923 | 26,330,124 |
| Michael W. Lamach | 173,297,543 | 2,868,312 | 26,330,124 |
| Leon J. Topalian | 164,419,798 | 11,746,057 | 26,330,124 |
| Nadja Y. West | 172,524,516 | 3,641,339 | 26,330,124 |
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2025: | ||
| --- | --- | ||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 192,784,896 | 9,465,079 | 246,004 | — |
| 3. | Advisory vote to approve the Company’s named executive officer compensation in 2024: | ||
| --- | --- | ||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 152,257,251 | 22,323,644 | 1,584,960 | 26,330,124 |
| 4. | Approval of the 2025 Plan: | ||
| --- | --- | ||
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- |
| 168,785,878 | 5,744,594 | 1,635,383 | 26,330,124 |
| Item 9.01. | Financial Statements and Exhibits. | ||
| --- | --- |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NUCOR CORPORATION | ||
|---|---|---|
| Date: May 14, 2025 | By: | /s/ Stephen D. Laxton |
| Stephen D. Laxton | ||
| Chief Financial Officer and Executive Vice President |
EX-10.2
Exhibit 10.2
NOTICE OF GRANT
to
(“Grantee”)
by
NUCOR CORPORATION
of
non-transferable Restricted Share Units (“Units”)
each of which shall represent the right to receive, when and as provided herein, one (1) Common Share.
This grant shall be subject in all respects to the provisions of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan and the terms and conditions set forth in the Restricted Share Unit Award Agreement attached hereto and incorporated herein by reference.
Unless vested earlier in accordance with Section 2 of the Restricted Share Unit Award Agreement, the Units shall become vested in the Grantee as follows, provided the Grantee has been continuously employed by the Company from the Date of Grant until the applicable date of vesting:
| Percentage of Units Vested | Date of Vesting |
|---|---|
| 33-1/3% | First Anniversary of Date of Grant |
| 33-1/3% | Second Anniversary of Date of Grant |
| 33-1/3% | Third Anniversary of Date of Grant |
IN WITNESS WHEREOF, Nucor Corporation, acting by and through its duly authorized officer, has caused this Notice of Grant to be executed as of the Date of Grant set forth below.
| NUCOR CORPORATION | |
|---|---|
| By: | |
| Name: | Stephen D. Laxton |
| Title: | Chief Financial Officer and<br> <br>Executive Vice<br>President |
| Date of Grant: [ ] |
NUCOR CORPORATION
2025 Omnibus Incentive Compensation Plan
Restricted Share Unit Award Agreement
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Award Agreement”) is made and entered into as of _________________, by and between Nucor Corporation, a Delaware corporation (the “Company”), and the individual (the “Grantee”) identified in the accompanying Notice of Grant of Restricted Share Units (the “Notice”).
TERMS AND CONDITIONS
1. Grant of Units. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Nucor Corporation 2025 Omnibus Incentive Compensation Plan (the “Plan”) and in this Award Agreement, the number of Restricted Share Units (the “Units”) set forth in the Notice, each of which shall represent the right to receive, when and as provided herein, one (1) Common Share. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
- Vesting of Units. The Units shall vest on the earliest to occur of the following:
(a) As of the Date of Vesting specified in the Notice;
(b) On the date of the termination of the Grantee’s employment with the Company by reason of the Grantee’s death, Disability or Retirement; or
(c) On the date of the termination of the Grantee’s employment with the Company by the Company without Cause or by Grantee’s resignation for Good Reason, in either case, within twenty-four (24) months after a Change in Control.
In the event the Grantee’s employment with the Company terminates for any reason, any Units not vested pursuant to this Section shall lapse and be cancelled without further action by the Company.
The term “Retirement” means the voluntary termination of the Grantee’s employment with the approval of the Committee after the date the Grantee has satisfied the following age and years of service eligibility requirements:
| Age | 65 | 64 | 63 | 62 | 61 | 60 | 59 | 58 | 57 | 56 | 55 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years of Service | -0- | 2 | 4 | 6 | 8 | 10 | 12 | 14 | 16 | 18 | 20 |
Account; Dividend Equivalent Payments. The Units shall be credited to a bookkeeping account in the name of Grantee on the books and records of the Company (the “Restricted Share Unit Account”). The Company shall pay to the Grantee in cash, less applicable payroll and withholding taxes, within thirty (30) days after the payment date of any cash dividend with respect to Common Shares, a dividend equivalent payment equal to the number of Units credited to the Grantee’s Restricted Share Unit Account as of the record date for such dividend multiplied by the per share amount of the dividend.
Receipt of Shares. The Company shall issue the Common Shares represented by the Units to the Grantee, or to the Grantee’s estate in the event of Grantee’s death, as soon as administratively practicable after the Units become vested in the Grantee, and the Units in respect of which such Common Shares are issued shall be cancelled. In no event shall Common Shares be issued to the Grantee, or to any person or entity claiming by or through the Grantee, in respect of unvested Units.
Limitation of Rights. The Units do not confer upon the Grantee, or the Grantee’s estate in the event of Grantee’s death, any rights as a stockholder of the Company unless and until Common Shares are in fact issued to such person in respect of the Units. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company to terminate the Grantee’s service at any time, nor confer upon the Grantee any right to continue in the service of the Company.
Restrictions on Transfer and Pledge. No right or interest of Grantee in the Units may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an affiliate, or shall be subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an affiliate. The Units are not assignable or transferable by Grantee other than by will or the laws of descent and distribution.
Plan Controls. The terms contained in the Plan (including without limitation its per annum limit on shares awarded and provisions regarding changes in capital structure of the Company) are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Agreement, the provisions of the Plan shall be controlling and determinative.
Amendment. The Company may amend or terminate this Award Agreement without the consent of Grantee; provided, however, that such amendment or termination shall not, without Grantee’s consent, reduce or diminish the value of this Award determined as if it had been fully vested (i.e., as if all restrictions on the Units hereunder had expired) on the date of such amendment or termination.
Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the Plan.
Withholding. The Company shall deduct and withhold from the distribution of the Common Shares pursuant to Section 4 a number of Common Shares having a Fair Market Value equal to the minimum amount of any federal, state and local taxes of any kind (including the Grantee’s FICA obligation) required by law to be withheld.
Severability. If any one or more of the provisions contained in this Award Agreement are invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Nucor Corporation
1915 Rexford Road
Charlotte, North Carolina 28211
Attn: Corporate Secretary
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or any other address designated by the Company in a written notice to Grantee. Notices to the Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
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EX-10.3
Exhibit 10.3
NOTICE OF GRANT
to
(“Grantee”)
by
NUCOR CORPORATION
of
[ ]
Non-Transferable Restricted Share Units (“Units”)
each of which shall represent the right to receive, when and as provided herein, one (1) Common Share.
This grant shall be subject in all respects to the provisions of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan and the terms and conditions set forth in the Restricted Share Unit Award Agreement attached hereto and incorporated herein by reference.
IN WITNESS WHEREOF, Nucor Corporation, acting by and through its duly authorized officer, has caused this Notice of Grant to be executed as of the Date of Grant set forth below.
| NUCOR CORPORATION | |
|---|---|
| By: | |
| Name: | Stephen D. Laxton |
| Title: | Chief Financial Officer and<br> <br>Executive Vice<br>President |
| Date of Grant: [ ] |
NUCOR CORPORATION
2025 Omnibus Incentive Compensation Plan
Restricted Share Unit Award Agreement
THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Award Agreement”) is made and entered into as of [grant date], by and between Nucor Corporation, a Delaware corporation (the “Company”), and the individual (the “Grantee”) identified in the accompanying Notice of Grant of Restricted Share Units (the “Notice”).
TERMS AND CONDITIONS
1. Grant of Units. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Nucor Corporation 2025 Omnibus Incentive Compensation Plan (the “Plan”) and in this Award Agreement, the number of restricted share units (the “Units”) set forth in the Notice, each of which shall represent the right to receive, when and as provided herein, one (1) Common Share. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
Vesting of Units. The Units shall be fully and immediately vested on the Date of Grant.
Account; Dividend Equivalent Payments. The Units shall be credited to a bookkeeping account in the name of Grantee on the books and records of the Company (the “Restricted Share Unit Account”). The Company shall pay to the Grantee in cash, within thirty (30) days after the payment date of any cash dividend with respect to Common Shares, a dividend equivalent payment equal to the number of Units credited to the Grantee’s Restricted Share Unit Account as of the record date for such dividend multiplied by the per share amount of the dividend.
Receipt of Shares. The Company shall issue the Common Shares represented by the Units to the Grantee, or to the Grantee’s estate in the event of Grantee’s death, within ninety (90) days after the termination of the Grantee’s service on the Board of Directors.
Limitation of Rights. The Units do not confer upon the Grantee, or the Grantee’s estate in the event of Grantee’s death, any rights as a stockholder of the Company unless and until Common Shares are in fact issued to such person in respect of the Units.
Restrictions on Transfer and Pledge. No right or interest of Grantee in the Units may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an affiliate, or shall be subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an affiliate. The Units are not assignable or transferable by Grantee other than by will or the laws of descent and distribution.
Plan Controls. The terms contained in the Plan (including without limitation its per annum limit on shares awarded and provisions regarding changes in capital structure of the Company) are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Agreement, the provisions of the Plan shall be controlling and determinative.
Amendment. The Company may amend or terminate this Award Agreement without the consent of Grantee; provided, however, that such amendment or termination shall not, without Grantee’s consent, reduce or diminish the value of this award determined on the date of such amendment or termination.
Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the Plan.
Severability. If any one or more of the provisions contained in this Award Agreement are invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Nucor Corporation
1915 Rexford Road
Charlotte, North Carolina 28211
Attn: Corporate Secretary
or any other address designated by the Company in a written notice to Grantee. Notices to the Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
Incorporation of Notice. The Notice is incorporated by reference and made a part of this Award Agreement.
Governing Law. This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of North Carolina without reference to rules relating to conflicts of law.
EX-10.4
Exhibit 10.4
NOTICE OF GRANT
to
(“Grantee”)
by
NUCOR CORPORATION
of
Nonqualified Stock Options (“Options”)
each of which shall represent the right to purchase, when and as provided herein, one (1) Common Share of Nucor Corporation at an Option Price of ________ per share.
This grant shall be subject in all respects to the provisions of the Nucor Corporation 2025 Omnibus Incentive Compensation Plan and the terms and conditions set forth in the Nonqualified Stock Option Award Agreement attached hereto and incorporated herein by reference.
Unless vested earlier in accordance with Section 3 of the Nonqualified Stock Option Award Agreement, the Options shall become vested in and exercisable by the Grantee as follows, provided the Grantee has been continuously employed by the Company from the Date of Grant until the date of vesting:
| Percentage of Options Vested | Date of Vesting |
|---|---|
| 100% | Third Anniversary of Date of Grant |
IN WITNESS WHEREOF, Nucor Corporation, acting by and through its duly authorized officer, has caused this Notice of Grant to be executed as of the Date of Grant set forth below.
| NUCOR CORPORATION | |
|---|---|
| By: | |
| Name: | Stephen D. Laxton |
| Title: | Chief Financial Officer and<br> <br>Executive Vice<br>President |
| Date of Grant: [ ] | |
| Expiration Date: [ ] |
NUCOR CORPORATION
2025 Omnibus Incentive Compensation Plan
Nonqualified Stock Option Award Agreement
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made and entered into as of the _______________, by and between Nucor Corporation, a Delaware corporation (the “Company”), and the individual (the “Grantee”) identified in the accompanying Notice of Grant of Nonqualified Stock Options (the “Notice”).
TERMS AND CONDITIONS
Grant of Options. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Nucor Corporation 2025 Omnibus Incentive Compensation Plan (the “Plan”) and in this Award Agreement, the number of nonqualified Stock Options (the “Options”) set forth in the Notice, each of which shall represent the right to purchase, when and as provided herein, one (1) Common Share. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.
Date of Grant, Expiration Date and Option Price. The Date of Grant, Expiration Date and Option Price of the Options are specified in the Notice.
Vesting of Options. The Options shall vest in and be exercisable by the Grantee on the earliest to occur of the following:
(a) As of the Date of Vesting specified in the Notice;
(b) On the date of the termination of the Grantee’s employment with the Company by reason of the Grantee’s death, Disability or Retirement; or
(c) On the date of the termination of the Grantee’s employment with the Company by the Company without Cause or by Grantee’s resignation for Good Reason, in either case, within twenty-four (24) months after a Change in Control.
In the event the Grantee’s employment with the Company terminates for any reason, any Options not vested pursuant to this Section shall lapse and be cancelled without further action by the Company.
The term “Retirement” means the voluntary termination of the Grantee’s employment with the approval of the Committee after the date the Grantee has satisfied the following age and years of service eligibility requirements:
| Age | 65 | 64 | 63 | 62 | 61 | 60 | 59 | 58 | 57 | 56 | 55 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Years of Service | -0- | 2 | 4 | 6 | 8 | 10 | 12 | 14 | 16 | 18 | 20 |
- Exercise of Options.
(a) General. The Grantee may exercise the Options for all or any portion (in whole shares) of the Common Shares subject to the Options at any time after the Options become vested and exercisable as prescribed in Section 3. Except to the extent otherwise provided in Section 5, once the Options have become vested and exercisable in accordance with the preceding sentence, the Options shall continue to be exercisable until the earlier of the termination of Grantee’s rights hereunder pursuant to Section 5, or until the Expiration Date.
(b) Method of Exercise and Payment for Shares. This Option shall be exercised by written or electronic notice, in a form prescribed by the Company, delivered to the Company or its designee by mail, overnight delivery service, in person or via other means authorized by the Company. Such notice shall be accompanied by either (i) irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the shares as to which the Options are to be exercised and to deliver the sale or margin loan proceeds directly to the Company to pay the Option Price or (ii) payment in full of the Option Price in cash or cash equivalent acceptable to the Committee. The Grantee’s right to exercise the Options shall be conditioned upon and subject to satisfaction, in a manner acceptable to the Company, of any withholding tax liability under any state or federal law arising in connection with exercise of the Options.
5. Exercise Period.
(a) Normal Retirement, Death or Disability. In the event the Grantee’s employment with the Company is terminated due to the Grantee’s Retirement or Disability or the Grantee dies while employed by the Company, the vested Options may be exercised by the Grantee during the remainder of the period preceding the Expiration Date.
(b) Early Retirement. In the event the Grantee’s employment with the Company is terminated due to the Grantee’s Early Retirement, the vested Options may be exercised by the Grantee, or, in the case of the Grantee’s death, by the Grantee’s estate, or the person or persons to whom the Grantee’s rights under the Options shall pass by will or the laws of descent and distribution, until the date that is twelve (12) months after the date of such termination of employment or during the remainder of the period preceding the Expiration Date, whichever is shorter.
(b) Other Termination of Employment. In the event the Grantee’s employment with the Company is terminated by the Company without Cause or by the Grantee’s resignation for any reason other than the Grantee’s death, Disability, Early Retirement or Normal Retirement, the vested Options may be exercised by the Grantee until the date that is three (3) months after the date of such termination of employment or during the remainder of the period preceding the Expiration Date, whichever is shorter.
(c) Termination for Cause. All of the Options (whether vested or unvested) shall immediately terminate on the date the Grantee’s employment with the Company is terminated for Cause, and none of the Options shall be exercisable thereafter.
(d) Definitions. The following terms shall have the meanings set forth herein:
(i) “Early Retirement” means the Grantee’s Retirement (as defined in Section 3 above) prior to the date the Grantee has attained age sixty-three (63) and completed ten (10) years of service.
(ii) “Normal Retirement” means the Grantee’s Retirement (as defined in Section 3 above) on or after the date the Grantee has attained age sixty-three (63) and completed ten (10) years of service.
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Limitation of Rights. The Options do not confer upon the Grantee, or the Grantee’s estate in the event of the Grantee’s death, any rights as a stockholder of the Company unless and until the Options are exercised and Common Shares are purchased by such person in respect of the Options. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company to terminate the Grantee’s service at any time, nor confer upon the Grantee any right to continue in the service of the Company.
Restrictions on Transfer and Pledge. No right or interest of the Grantee in the Options may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company, or shall be subject to any lien, obligation, or liability of the Grantee to any other party other than the Company. The Options may not be assigned, pledged or otherwise transferred by the Grantee other than by will or the laws of descent and distribution. During the lifetime of the Grantee, the Options may be exercised or surrendered only by the Grantee.
Plan Controls. The terms contained in the Plan (including without limitation provisions regarding changes in capital structure of the Company) are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Agreement, the provisions of the Plan shall be controlling and determinative.
Amendment. The Company may amend or terminate this Award Agreement without the consent of the Grantee; provided, however, that such amendment or termination shall not, without the Grantee’s consent, reduce or diminish the value of this Award determined as if it had been fully vested on the date of such amendment or termination.
Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the Plan.
Severability. If any one or more of the provisions contained in this Award Agreement are invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.
Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:
Nucor Corporation
1915 Rexford Road
Charlotte, North Carolina 28211
Attn: Corporate Secretary
or any other address designated by the Company in a written notice to the Grantee. Notices to the Grantee will be directed to the address of the Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
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