Exhibit 10.2
IPSCO Inc.
2005 Form 10-K
Amended Effective
December 31, 2002
IPSCO INC.
DEFERRED SHARE UNIT
PLAN
FOR DIRECTORS
1.
INTRODUCTION
1.1
Purpose
The IPSCO Inc. Deferred Share Unit
Plan for Directors has been established to provide directors of the
Company with the opportunity to acquire share equivalent units
convertible to cash or Common Shares upon their ceasing to act as
directors. Acquiring such units will allow directors to participate
in the long-term success of the Company and will promote a greater
alignment of interests between the directors and the
shareholders.
1.2
Definitions
For purposes of the Plan:
(a)
“Additional Fees” means
the Chairman of the Board of Directors annual fee, Chairman of a
Committee annual fee, per Board Meeting fee (for either in person
or by telephone attendance) and per Committee Meeting fee payable
in addition to the Annual Retainer to Eligible Directors pursuant
to the Compensation Plan;
(b)
“Annual Retainer” means
the annual retainer payable to an Eligible Director in each year as
determined by the Board from time to time in its discretion, for
service as a member of the Board during a calendar year and which,
for the year 2000, shall be U.S.$28,000;
(c)
“Applicable Withholding
Taxes” means any and all taxes and other source deductions or
other amounts which the Company is required by law to withhold from
any amounts to be paid or credited hereunder;
(d)
“Award Date” means each
date on which Deferred Share Units are credited to an Eligible
Director in accordance with Section 3.1, which shall be, unless
otherwise determined by the Committee, the last business day of
each calendar quarter of each year;
(e)
“Award Market Value”
means the last sale price of a board lot of Common Shares on The
Toronto Stock Exchange on the last trading day on such Exchange
prior to the Award Date on which there was a trade of a board lot
of Common Shares;
(f)
“Board” means the board
of directors of the Company;
(g)
“Committee” means the
committee of the Board responsible for recommending to the Board
the compensation of the Eligible Directors, which at the effective
date of the Plan is the Nomination and Governance
Committee;
(h)
“Common Shares” means
the common shares of the Company;
(i)
“Company” means IPSCO
Inc.;
(j)
“Compensation Plan”
means the compensation plan for directors of the Company approved
by the Board, effective January 1, 2000, as amended from time to
time;
(k)
“Deferred Share Unit”
means a unit equivalent in value to a Common Share, credited by
means of a bookkeeping entry in the books of the Company in
accordance with Section 3;
(l)
“Deferred Share Unit
Amount” has the meaning given thereto in Section
4.1;
(m)
“Dividend Equivalents”
means a bookkeeping entry whereby each Deferred Share Unit is
credited with the equivalent amount of the dividend paid on a
Common Share in accordance with Section 3.3;
(n)
“Dividend Market Value”
means the last sale price of a board lot of Common Shares on The
Toronto Stock Exchange on the last trading day on such Exchange
prior to a dividend payment date on which there was a trade of a
board lot of Common Shares;
(o)
“Elected Fees” has the
meaning ascribed to such term in Section 3.1;
(p)
“Election Form” means a
document substantially in the form of Schedule “A” to
this Plan;
(q)
“Eligible Director”
means a person who is, at the relevant time, a director or former
director of the Company who is not an employee of the Company or
any of its subsidiaries;
(r)
“Plan” means this IPSCO
Inc. Deferred Share Unit Plan for Directors, as amended from time
to time;
(s)
“Redemption Date” means
the date upon which an Eligible Director ceases to be a member of
the Board; and
(t)
“Redemption Value” means
the last sale price of a board lot of Common Shares on The Toronto
Stock Exchange on the last trading day on such Exchange prior to
the Redemption Date on which there was a trade of a board lot of
Common Shares.
1.3
Effective Date of
Plan
The effective date of the Plan shall
be January 1, 2000 or such later date as the Board may
determine.
2.
ADMINISTRATION
2.1
Administration of the
Plan
The Plan shall be administered by
the Board of Directors which shall, without limitation, have full
and final authority in its discretion, but subject to the express
provisions of the Plan, to interpret the Plan, to prescribe, amend
and rescind rules and regulations relating to it and to make all
other determinations deemed necessary or advisable for the
administration of the Plan. The Board of Directors may delegate any
or all of its authority with respect to the administration of the
Plan and any or all of the rights, powers and discretions with
respect to the Plan granted to it hereunder to the Committee or
such other committee of directors of the Company as the Board of
Directors may designate and upon such delegation the Committee or
other committee of directors, as the case may be, as well as the
Board of Directors, shall be entitled to exercise any or all of
such authority, rights, powers and discretions with respect to the
Plan. The directors of the Company may fully participate in voting
and in other deliberations or proceedings of the Board of Directors
in respect of the Plan, notwithstanding: (i) the eligibility of the
directors to participate in the Plan; and (ii) that the directors
may hold Deferred Share Units granted pursuant to the
Plan.
2.2
Determination of Value if Common
Shares Not Publicly Traded
Should Common Shares no longer be
publicly traded at the relevant time such that the Redemption Value
and/or the Award Market Value and/or the Dividend Market Value
canno