Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2006



(Exact name of registrant as specified in its charter)



(State or other jurisdiction of incorporation)


1-4119   13-1860817
(Commission File Number)   (IRS Employer Identification No.)


2100 Rexford Road, Charlotte, North Carolina   28211
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (704) 366-7000


(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))


Item 1.01 Entry into a Material Definitive Agreement


At the 2005 Annual Meeting of Stockholders, the stockholders of Nucor Corporation (“Nucor”) approved the 2005 Stock Option and Award Plan (the “2005 Stock Plan”). The 2005 Stock Plan provides for Nucor to grant stock options, stock appreciation rights, restricted stock, restricted stock units and performance shares to key employees and non-employee directors.


On February 22, 2006, pursuant to the 2005 Stock Plan, Nucor’s Board of Directors approved the grant to non-employee directors of restricted stock units, in lieu of the stock options previously granted to non-employee directors. Nucor will grant the restricted stock units one time per year commencing on June 1, 2006 and continuing on each June 1 thereafter until further action by the Board of Directors. The number of restricted stock units to be granted on each June 1 will be equal to $60,000 ($90,000 in the case of the Non-Executive Chairman or the person holding the substantially equivalent position) divided by the fair market value of a share of Nucor common stock on the last trading day immediately preceding the grant date and rounding the number so determined down to the next whole unit. The grants will be made using the form of Restricted Stock Unit Award Agreement filed herewith as Exhibit 10.1 to this report. The restricted stock units granted to each non-employee director will be fully vested on the grant date and payable to the non-employee director in the form of shares of Nucor common stock as soon as practicable after the termination of the director’s service on the Board of Directors.


On February, 22, 2006, Nucor’s Board of Directors also approved an increase in the amounts payable to non-employee directors in cash for their board and committee service. The amounts payable on an annual basis are set forth below.


Board/Committee Position

   Annual Fee

Non-Executive Chairman

   $ 90,000

Board Member (other than Non-Executive Chairman)

   $ 60,000

Audit Committee Chairman

   $ 12,000

Governance, Nominating or Compensation and Executive Development Committee Chairman

   $ 6,000


Item 9.01 Financial Statements and Exhibits


  (c) Exhibits


  10.1 Restricted Stock Unit Award Agreement




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.



/s/ Terry S. Lisenby

  Terry S. Lisenby

Chief Financial Officer, Treasurer and

Executive Vice President

Dated: February 27, 2006





Exhibit No.  


10.1   Restricted Stock Unit Award Agreement



Restricted Stock Unit Award Agreement

Exhibit 10.1


2005 Stock Option and Award Plan

Restricted Stock Unit Award Agreement

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Award Agreement”) is made and entered into as of the 1st day of June, 20    , by and between Nucor Corporation, a Delaware corporation (the “Company”), and the individual (the “Grantee”) identified in the accompanying Notice of Grant of Restricted Stock Units (the “Notice”).


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 2005 Stock Option and Award Plan (the “Plan”) and in this Award Agreement, the number of restricted stock units (the “Units”) set forth in the Notice, each of which shall represent the right to receive, when and as provided herein, one (1) share of the Stock. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2. Vesting of Units. The Units shall be fully and immediately vested on the Grant Date.

3. 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 Stock 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 shares of Stock, a dividend equivalent payment equal to the number of Units credited to the Grantee’s Restricted Stock Unit Account as of the record date for such dividend multiplied by the per share amount of the dividend.

4. Receipt of Shares. The Company shall issue the shares of Stock 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 termination of the Grantee’s service on the Board of Directors.

5. 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 shares of Stock are in fact issued to such person in respect of the Units.

6. 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.

7. 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.

8. 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.


9. 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.


10. 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.


11. 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

    2100 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.


12. Incorporation of Notice. The Notice is incorporated by reference and made a part of this Award Agreement.


13. 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.