Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On May 24, 2022, the Company and Mr. Frias entered into a Retirement,
Separation, Waiver and Release Agreement (the "Retirement Agreement") in
connection with Mr. Frias' retirement from employment with the Company,
effective June 11, 2022. The Retirement Agreement, together with the Surviving
Provisions (as defined in the Retirement Agreement) of the Executive Employment
Agreement (the "Executive Employment Agreement"), effective as of February 17,
2020, by and between the Company and Mr. Frias, collectively contain the entire
agreement of the parties and supersede all prior agreements between the parties
related to Mr. Frias' employment with the Company.
In consideration for Mr. Frias' comprehensive release of claims against the
Company and its affiliates and his post-employment restrictive covenants set
forth in the Surviving Provisions of the Executive Employment Agreement,
Mr. Frias will be entitled to receive monthly payments from the Company of
$264,835.08 for the 24 months immediately following his retirement.
Specifically, Mr. Frias has agreed, among other things, not to (i) compete with
the Company during the 24-month period following his retirement, (ii) disclose
confidential and proprietary information (including trade secrets) of the
Company, (iii) encourage the Company's existing or prospective customers or
suppliers to purchase steel or steel products or related services from, or to
provide steel or steel products or related services to, any competitor of the
Company or otherwise attempt to influence any business or business negotiations
such customers or suppliers may transact or have with the Company during the
24-month period following his retirement, (iv) hire or encourage any employee of
the Company to terminate his or her employment with the Company during the
24-month period following his retirement and (v) make any statements that
defame, disparage or in any way criticize the personal or business reputation,
practices or conduct of the Company or its affiliates. Mr. Frias has also agreed
that any inventions, designs or other ideas conceived by Mr. Frias during his
employment with the Company will be assigned to the Company. Pursuant to the
Retirement Agreement, effective as of June 11, 2022, Mr. Frias will resign from
any and all positions he holds with the Company and its direct and indirect
subsidiaries and affiliates. Under the terms of the Retirement Agreement,
Mr. Frias may revoke the Retirement Agreement for a period of seven days after
May 24, 2022, the date Mr. Frias executed the Retirement Agreement. The
Retirement Agreement shall not become effective and enforceable
until the seven-day revocation period has ended.
The foregoing description of the terms and conditions of the Retirement
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Retirement Agreement (including the Executive
Employment Agreement attached as Exhibit A thereto), a copy of which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Retirement, Separation, Waiver and Release Agreement, dated as of May 24,
2022, by and between Nucor Corporation and James D. Frias (#)
104 Cover Page from this Current Report on Form 8-K/A, formatted in Inline XBRL
(included in Exhibit 101)
(#) Indicates a management contract or compensatory plan or arrangement.
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