-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OXXs65gKxFTdjG/Hzm4UebJhhYoezASp8HNFBa7ET1LYZNrFsYxSsDHvUCT1hFVo 2N172yhQCAwbO0XFFSNomQ== 0000830260-02-000008.txt : 20020425 0000830260-02-000008.hdr.sgml : 20020425 ACCESSION NUMBER: 0000830260-02-000008 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020425 EFFECTIVENESS DATE: 20020425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OREGON STEEL MILLS INC CENTRAL INDEX KEY: 0000830260 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 940506370 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-86980 FILM NUMBER: 02621450 BUSINESS ADDRESS: STREET 1: 1000 SW BROADWAY STREET 2: STE 2200 CITY: PORTLAND STATE: OR ZIP: 97205 BUSINESS PHONE: 5032405788 MAIL ADDRESS: STREET 1: PO BOX 5368 CITY: PORTLAND STATE: OR ZIP: 97228 S-8 1 s8stkop.txt NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN 2002 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ----------------- REGISTRATION NO. 333- ------------------ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- OREGON STEEL MILLS, INC. (Exact name of registrant as specified in its charter) Delaware 94-0506370 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1000 S.W. Broadway, Suite 2200 Portland, Oregon 97205 ---------------- ----- (Address of Principal Executive Offices) (Zip Code) 2002 Non-Employee Director Stock Option Plan -------------------------------------------- (Full title of the plan) Joe E. Corvin President and Chief Executive Officer 1000 S.W. Broadway, Suite 2200 Portland, Oregon 97205 ---------------------- (Name and address of agent for service) 503.223.9228 ------------ (Telephone number, including area code, of agent for service) Copy to: Carmen M. Calzacorta Schwabe, Williamson & Wyatt, P.C. 1211 S.W. Fifth Avenue, 18th Floor, Pacwest Center Portland, Oregon 97204 503.222.9981 CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------- Amount to be Proposed Maximum Proposed Maximum Amount of Title of Securities to Registered Offering Price Per Aggregate Offering Registration Fee be Registered Share Price - ------------------------- ---------------------- ----------------------- ------------------------ -------------------- Common Stock, $.01 par 150,000(2) $8.18 (1) $1,227,000 (1) $112.88 - ----------------------------------------------------------------------------------------------------------------------
(1) This estimate is based on the average of the high and low sales prices of the common stock of Oregon Steel Mills, Inc., as reported on the New York Stock Exchange on April 23, 2002 pursuant to Rule 457(c) and (h), -------------- solely for purposes of determining the registration fee. (2) Pursuant to Rule 416, also covers additional securities that may be issuable as a result of stock splits, stock dividends recapitalizations or similar transactions. PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The documents containing the information required to be included in Part I of this Registration Statement will be sent or given to all persons who are eligible to participate in the 2002 Non-Employee Director Stock Option Plan as specified by Rule 428. Pursuant to Rule 424, those documents are not required to be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements. Those documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended (the "Securities Act"). I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The SEC allows us to "incorporate by reference" the documents that we file with them pursuant to the Securities Exchange Act of 1934 (the "EXCHANGE ACT"). This means that we can disclose important information to you by referring to those documents. The information in the documents incorporated by reference is considered to be part of this Registration Statement, and information in documents that we file with the SEC in the future will automatically update and supersede this information. We have filed the following documents with the SEC, which are incorporated by reference in this Registration Statement: (a) Annual report on Form 10-K for the year ended December 31, 2001; and (b) The description of our common stock contained in our Registration Statement on Form 8-A and any amendment or report filed for the purpose of updating such description. All documents we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all the securities offered hereby have been sold or that deregisters all the securities remaining unsold, will be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company is a Delaware corporation. Section 145 of the General Corporation Law of the State of Delaware (the "GCL") provides, in summary, that a corporation may indemnify a director, officer, employee or agent of a corporation (i) in the case of third-party claims, against certain expenses incurred by such person in connection with any action, suit or proceeding brought or threatened against such person by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and (ii) in the case of actions by or in the right of the corporation, against certain expenses incurred by such person in connection with the defense or settlement of such an action, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that, in the case of actions by or in the right of the corporation, if such person is adjudged to be liable to the corporation, no indemnification can be made unless a court determines that such person is fairly and reasonably entitled to indemnification. Indemnification also is authorized with respect to any criminal action or proceeding where, in addition to the criteria stated under (i) above, a director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful. Section 145 of the GCL furthermore provides that a corporation must indemnify a director, officer, employee or agent of the corporation to the extent that he or she is successful on the merits or otherwise in defending any of the actions, suits or proceedings described above. The Registrant's Restated Certificate of Incorporation (the "RESTATED CERTIFICATE") and Bylaws provide for the indemnification by the Registrant of directors, officers, employees and agents to the fullest II-1 extent permitted by Section 145 of the Delaware GCL. Additionally, Section 145 of the Delaware GCL permits a corporation to purchase and maintain insurance on behalf of its directors, officers, employees and agents against any liability asserted against such persons and incurred by such persons, or arising out of such persons' status as such. The Registrant maintains an insurance policy covering its directors and officers against such liability. The Registrant also has entered into indemnification agreements with certain directors and executive officers. The agreements provide that the Registrant will indemnify the director or officer to the fullest extent allowed by the Restated Certificate and applicable law. In addition, the agreements provide that the Registrant will indemnify the director or officer for all expenses and liabilities relating to any proceeding in which the director or officer is made a party by reason of being an agent of the Registrant. The agreements also provide for mandatory insurance coverage for the director or officer. Section 102 of the Delaware GCL provides that a corporation, in its Certificate of Incorporation, may eliminate the personal liability of its directors to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, other than liability for (1) any breach of the director's duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) any transaction from which the director derived an improper personal benefit and (4) unlawful payment of dividends or unlawful stock purchases or redemptions. The Restated Certificate provides for the elimination, to the fullest extent permitted by law, of personal liability of its directors for monetary damages for breach of fiduciary duty as a director. Reference is made to the Restated Certificate of Incorporation filed as Exhibit 3.1 to the Company's annual report on Form 10-K for the year ended December 31, 1999, filed on March 29, 2000. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index. ITEM 9. UNDERTAKINGS. A. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and II-2 (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, State of Oregon, on April 24, 2002. OREGON STEEL MILLS, INC. /s/ Joe E. Corvin ------------------------------------ Joe E. Corvin, President and Chief Executive Officer Each person whose signature appears below constitutes and appoints each of L. Ray Adams and Jeff S. Stewart his true and lawful attorney-in-fact and agent, each with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent with full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Date: April 24, 2002 /s/ Joe E. Corvin ------------------------------------------------- Joe E. Corvin, President, Chief Executive Officer and Director (Principal Executive Officer) Date: April 24, 2002 /s/ L. Ray Adams ------------------------------------------------- L. Ray Adams, Chief Financial Officer, Vice President - Finance and Treasurer (Principal Financial Officer) Date: April 24, 2002 /s/ Jeff S. Stewart -------------------------------------------------- Jeff S. Stewart, Corporate Controller (Principal Accounting Officer) Date: April 24, 2002 /s/ William Swindells -------------------------------------------------- William Swindells, Chairman of the Board and Director Date: April 23, 2002 /s/ James Declusin -------------------------------------------------- James Declusin, Director Date: April 24, 2002 /s/ Harry L. Demorest -------------------------------------------------- Harry L. Demorest, Director Date: April 24, 2002 /s/ David L. Parkinson -------------------------------------------------- David L. Parkinson, Director Date: April , 2002 -------------------------------------------------- Stephen P. Reynolds, Director Date: April 24, 2002 /s/ John A. Sproul -------------------------------------------------- John A. Sproul, Director Date: April 24, 2002 /s/ Frank M. Walker -------------------------------------------------- Frank M. Walker, Director II-4 EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 5.1 Opinion of Schwabe, Williamson & Wyatt, P.C. (and Consent) 23.1 Consent of Independent Accountants - PricewaterhouseCoopers LLP 23.2 Consent of Schwabe, Williamson & Wyatt, P.C. is contained in Exhibit 5.1 24.1 Powers of Attorney of directors and officers of the Registrant are included on the signature page of this Registration Statement 99.1 2002 Non-Employee Director Stock Option Plan II-5 EX-5 3 exhibit51opinion.txt SCHWABE, WILLIAMSON & WYATT OPINION EXHIBIT 5.1 OPINION OF SCHWABE, WILLIAMSON & WYATT, P.C. April 25, 2002 ---------- Oregon Steel Mills, Inc. 1000 SW Broadway, Suite 2200 Portland, Oregon 97205 Ladies and Gentlemen: We are acting as counsel to Oregon Steel Mills, Inc., a Delaware Corporation (the "COMPANY"), in connection with the Registration Statement on Form S-8 (the "REGISTRATION STATEMENT"), filed by the Company under the Securities Act of 1933, relating to the registration of up to 150,000 shares ("SHARES") of the common stock, $.01 par value (the "COMMON STOCK"), of the Company issuable under the Company's 2002 Non-Employee Director Stock Option Plan (the "PLAN"). We have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Company's Restated Certificate of Incorporation, as amended, the Company's By-laws as currently in effect, the Registration Statement, the Plan, and such other corporate documents and records and other certificates, and we have made such investigations of law, as we have deemed necessary to render this opinion. Based upon and subject to the foregoing, we are of the opinion that the Shares, when issued in accordance with the Plan and the respective stock option agreements issued thereunder (including payment of the option exercise price provided for therein), will be legally issued, fully paid and nonassessable under the Delaware General Corporation Law, the Delaware Constitution, and reported judicial decisions thereunder. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/ Schwabe, Williamson & Wyatt, P.C. SCHWABE, WILLIAMSON & WYATT, P.C. EX-23 4 exhibit231consent.txt PRICEWATERHOUSECOOPERS CONCENT EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 22, 2002 relating to the financial statements and financial statement schedule of Oregon Steel Mills, Inc., which appears in Oregon Steel Mills, Inc.'s Annual Report on Form 10-K for the year ended December 31,2001. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Portland, Oregon April 25, 2002 - -------- EX-99 6 s8exh991stkop.txt 2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN EXHIBIT 99.1 OREGON STEEL MILLS, INC. 2002 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN SECTION 1 PURPOSE. The purposes of this Plan are to attract and retain the services of the Participants who make significant contributions to the Company; to further the growth and financial success of the Company by aligning the interests of the Participants with the interests of the Company's stockholders; and to provide the Participants with an incentive for long-term value creation. SECTION 2 DEFINITIONS. For purposes of the Plan, the following terms are defined as set forth below: "BOARD" means the Board of Directors of the Company. "CAPITAL TRANSACTION" means a sale or exchange of all or substantially all of the assets of the Company, a merger or consolidation in which the Company is not the surviving corporation, a merger, reorganization or consolidation in which the Company is the surviving corporation and stockholders of the Company exchange their stock for securities or property, a liquidation of the Company, or a similar transaction as determined by the Committee. "CHANGE IN CONTROL" means: (i) Any time less than a majority of the directors of the Company are individuals who were either elected by the Board or nominated by the Board (or a committee of the Board) for election by the stockholders of the Company; (ii) At any time a majority of the Board are individuals who, in connection with a single transaction or a series of related transactions that effects a change in the ownership of the Company, were either not elected by the Board or nominated by the Board (or a committee of the Board) for election by the stockholders of the Company; (iii) Any person (other than (a) an employee benefit plan of the Company, or (b) a corporation owned directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) is or becomes the beneficial owner (as defined in Rule 13d of the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent or more of the combined voting power of the Company's then outstanding securities; or (iv) The stockholders of the Company approve (a) a plan of complete liquidation of the Company, other than in connection with the complete cessation of the business activities conducted with the Company's operating assets, or (b) an agreement is entered for the sale or disposition by the Company of all or -1- substantially all of the Company's assets except pursuant to an order of a bankruptcy court having jurisdiction of the Company. For purposes of clause (b), the term "the sale or disposition by the Company of all or substantially all of the Company's assets" means a sale or other disposition transaction or series of related transactions involving assets of the Company or of any direct or indirect subsidiary of the Company (including the stock of any direct or indirect subsidiary of the Company) in which the value of the assets or stock being sold or otherwise disposed of (as measured by the purchase price being paid therefore or by such other method as the Board determines is appropriate in a case where there is no readily ascertainable purchase price) constitutes more than two-thirds of the fair market value of the Company (as hereinafter defined). For purposes of the preceding sentence, the "fair market value of the Company" means the aggregate market value of the Company's outstanding Common Stock (on a fully diluted basis) plus the aggregate market value of the Company's other outstanding equity securities, if any. The aggregate market value of the Common Stock will be determined by multiplying the number of shares of the Common Stock (on a fully diluted basis) outstanding on the date of the execution and delivery of a definitive agreement with respect to the transaction or series of related transactions (the "TRANSACTION DATE") by the average closing price of the Common Stock for the ten trading days immediately preceding the Transaction Date. The aggregate market value of any other equity securities of the Company will be determined in a manner similar to that prescribed in the immediately preceding sentence for determining the aggregate market value of the Common Stock or by such other method as the Board determines is appropriate; provided that, in the event that on the Transaction Date there is no public market for such Common Stock or other equity security, the fair market value of the equity securities or Common Stock will be as reasonably determined by the Board. "CODE" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. "COMMITTEE" means the Board or a committee that has been established to administer the Plan. Any such committee must consist of two or more Board members who must be "Non-Employee Directors" as that term is defined in Rule 16b-3 promulgated under the Exchange Act. "COMMON STOCK" means the common stock of the Company, par value $.01 per share. "COMPANY" means Oregon Steel Mills, Inc., a Delaware corporation. "DISABILITY" with respect to a Participant means a physical or mental condition that prevents the Participant from performing his or her duties as a member of the Board, and which is expected to be permanent or for an indefinite duration exceeding one year. "EFFECTIVE DATE" means April 26, 2002. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. -2- "FAIR MARKET VALUE" means, on any given date, the closing price of a share of Common Stock as reported by the New York Stock Exchange composite tape on such day, or if the Common Stock is not traded on such day, then on the next preceding day that the Common Stock was traded, all as reported by such source as the Committee may select. "FOR CAUSE" means, with respect to service on the Board, (i) disloyalty, gross negligence, or breach of fiduciary duty to the Company, (ii) the commission of an act of embezzlement, fraud or deliberate disregard of the rules or policies of the Company, or (iii) the unauthorized disclosure or misappropriation of any trade secret or confidential information of the Company. "NON-EMPLOYEE DIRECTOR" means a person who as of any applicable date is a member of the Board and is not an officer (other than Chairman) or employee of the Company or any subsidiary of the Company. "OPTIONEE" means a Participant. "PARTICIPANT" means a Non-Employee Director who is granted an Option under this Plan. "PLAN" means the Oregon Steel Mills, Inc. 2002 Non-Employee Director Stock Option Plan, as amended from time to time. "RETIREMENT" means termination of an individual's directorship with at least ten years of service as a member of the Board or after age 70. "OPTION" means a non-qualified option to purchase shares of Common Stock. "TERMINATION OF DIRECTORSHIP" means the date upon which any Participant ceases to be a member of the Board for any reason. In addition, certain other terms used herein have definitions given to them in the first place in which they are used. SECTION 3 ADMINISTRATION. The Plan will be administered by the Committee. The Committee will have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as the Committee deems advisable, to interpret the terms and provisions of the Plan and any Option issued under the Plan (and any agreement relating thereto) and to otherwise supervise the administration of the Plan. The determination of the Committee on all matters relating to the Plan or any agreement relating thereto will be conclusive and final. No member of the Committee will be liable for any action or determination made in good faith with respect to the Plan or any Option. -3- SECTION 4 STOCK SUBJECT TO PLAN. Subject to adjustment as provided in Section 5, the total number of shares of Common Stock of the Company available for grant under the Plan while it is in effect will not exceed 150,000. The shares deliverable upon exercise of an Option granted under this Plan may be made available from authorized but unissued shares of Common Stock or shares reacquired by the Company, including shares purchased in the open market or in private transactions. The shares of Common Stock related to the unexercised or undistributed portion of any terminated, expired or forfeited Option will be made available in connection with future Option grants under the Plan. No fractional shares will be issued. SECTION 5 ADJUSTMENT. (a) ADJUSTMENT. If there is any change in the Common Stock by reason of any subdivision or consolidation of shares, including, a stock dividend, stock split, reverse stock split, recapitalization, continuation or reclassification, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company, the aggregate number of shares of Common Stock available under this Plan, the Grant Amounts specified in Section 7, and the number and the price of shares of Common Stock subject to --------- outstanding Options will be appropriately adjusted automatically. However, in no event, may a Participant acquire under the Plan more than one percent of the shares of the Common Stock outstanding at the Effective Date. (b) NO FRACTIONAL SHARES. No right to purchase fractional shares will result from any adjustment in Options pursuant to this Section 5. In case of any such --------- adjustment, the Shares subject to the Option will be rounded down to the nearest whole share. (c) NOTICE. Notice of any adjustment will be given by the Company to each Participant whose Options have been adjusted and such adjustment (whether or not such notice is given) will be effective and binding for all purposes of this Plan. SECTION 6 ELIGIBILITY. Only individuals who are Non-Employee Directors are eligible to be granted Options under the Plan. SECTION 7 OPTION GRANTS. (a) INITIAL GRANTS. On April 26, 2002, an Option to purchase 4,000 shares of Common Stock (the "INITIAL GRANT AMOUNT"), at an exercise price equal to the closing price on that date, is automatically granted to each person who on the Effective Date was a Non-Employee Director. (b) SUBSEQUENT GRANTS. With respect to each person who first becomes a Non-Employee Director after the Effective Date, an Option to purchase 2,000 shares of Common Stock (the "SUBSEQUENT GRANT AMOUNT"), at an exercise price equal to the date of such appointment, is -4- automatically granted as of the date such person is elected or appointed as a Non-Employee Director. Such subsequent grant will be in addition to any annual grants of Options as described in Section 7(c) below. ------------ (c) ANNUAL GRANTS. On the date of each annual meeting of the Company's stockholders following the Effective Date, each person who is a Non-Employee Director immediately following such meeting (regardless of whether elected, re-elected or retained as a Non-Employee Director at such meeting) will automatically be granted an Option to purchase 1,500 shares of Common Stock (the "ANNUAL GRANT AMOUNT") at an exercise price equal to the closing price as of such meeting date. (The Initial Grant Amount, the Subsequent Grant Amount and the Annual Grant Amount are referred to herein collectively as the "GRANT AMOUNTS".) (d) AVAILABLE SHARES. In the event that the number of shares of Common Stock available for future grant under the Plan is insufficient to make all automatic grants required to be made on a given date, then all Non-Employee Directors entitled to a grant on such date will share ratably in the number of Options in accordance with the number of shares available for grant under the Plan. SECTION 8 OPTION TERMS. Options granted under the Plan will be evidenced by an option agreement and will be subject to the following terms and conditions: (a) OPTION TERM. The term of each Option will be 10 years from the date the Option is granted, subject to extension or earlier termination as provided herein. (b) VESTING AND EXERCISABILITY. Except as otherwise provided in this Plan, Options will vest and become exercisable as follows: PERCENTAGE OF SHARES UNDERLYING OPTION WHICH MAY BE EXERCISED TIME PERIOD OR EVENT 33 1/3% One year from date of grant 66 2/3% Two years from the date of grant 100% Three years from the date of grant 100% Upon a Change in Control (c) OPTION PRICE. The option price per share of Common Stock covered by an Option will be the Fair Market Value on the Grant date. (d) METHOD OF EXERCISE. Except as otherwise provided in this Plan, Options may be exercised, in whole or in part, at any time during the option term by giving notice of exercise to the Company specifying the number of shares of Common Stock subject to the Option to be purchased. Such notice must be accompanied by payment in full of the purchase price and -5- payment of all federal, state, local or other withholding taxes payable by the Company incident to exercise of an Option. An Optionee will have all rights as a stockholder of the Company holding Common Stock following notice of exercise, payment in full for such shares and the Company's receipt of all other documents required by this Plan. (e) PAYMENT OF PURCHASE PRICE. Payment of the purchase price may, at the election of the Optionee, be made in any one or any combination of the following: (1) cash, other immediately available funds or check; (2) consideration received by the Company under a cashless exercise program with an outside broker implemented by the Company in connection with the Plan; or (3) surrender of other shares of Common Stock of the Company which (I) in the case of shares acquired pursuant to the exercise of a Company stock option, have been owned by Participant for more than six months on the date of surrender, and (II) are credited at the then Fair Market Value per share. (f) NON-TRANSFERABILITY OF OPTIONS. All Options will be exercisable during the Participant's lifetime, only by the Participant or by the guardian or legal representative of the Participant. No Option will be transferable by the Participant other than by will or by the laws of descent and distribution. (g) TERMINATION OF DIRECTORSHIP. If a Termination of Directorship occurs, any unexercised Option, to the extent exercisable on the date of Termination of Directorship, may be exercised, in whole or in part, in accordance with the following time periods: IF TERMINATION OF TIME PERIOD AFTER TERMINATION OF DIRECTORSHIP DIRECTORSHIP IS FOR: THAT OPTION MAY BE EXERCISED: Death 180 days Disability 180 days Retirement 90 days or expiration of the stated term of the Option, whichever period is shorter For Cause None, immediately terminated Other 90 days or expiration of the stated term of the Option, whichever period is shorter (h) EXTENSION OF TERM. Upon Termination of Directorship by reason of death or Disability, the term of any Option which by its terms would otherwise expire after the Participant's Termination of Directorship but prior to the end of the period following the Participant's Termination of Directorship described in Section 8(h), will be extended so as to permit any - ------------ -6- unexercised Option to be exercised at any time within the period described in Section 8(h); provided, however, that in no event may the term of any Option - ------------ expire more than 10 years after the grant date of the Option. (i) TERMINATION UPON CAPITAL TRANSACTION. This Plan and each Option, whether vested or unvested, will terminate upon a Capital Transaction unless such Options are assumed by a successor corporation in a merger or consolidation immediately prior to such Capital Transaction. If outstanding Options are not assumed by a successor corporation in a merger or consolidation, all Participants will have the right to exercise all vested Options during the 15 days prior to such Capital Transaction. The Company will, subject to any nondisclosure provisions, attempt to provide Participants at least 15 days notice of the Option termination date. The Committee may (but will not be obligated to) (a) accelerate the vesting of any Option, or (b) apply the foregoing provisions, including but not limited to termination of this Plan and the Options granted pursuant to the Plan, in the event there is a sale of 51% or more of the stock of the Company in any two-year period or a transaction similar to a Capital Transaction. SECTION 9 SECURITIES LAW AND LISTING MATTERS. (a) COMPLIANCE WITH LAWS. If the Committee deems it necessary, the Company may require a written investment intent representation by the Participant and may require that a restrictive legend be affixed to certificates for shares of Common Stock issued pursuant to Options. If the Committee determines that the exercise or vesting of, or delivery of benefits pursuant to, any Option would violate any applicable provisions of federal or state securities law or the listing requirements of any national securities exchange on which are listed any of the Company's equity securities, then the Committee may postpone any such exercise, vesting, or delivery, as the case may be, but the Company will use its best efforts to cause such exercise, vesting or delivery to comply with all such provisions at the earliest practicable date. (b) REGISTRATION AND LISTING. If the Committee determines, in its discretion, that it is necessary or desirable that the shares subject to any Option (a) be registered, listed or qualified on any securities exchange or the Nasdaq Stock Market or under any applicable law, or (b) be approved by any governmental regulatory body, or (c) be approved by the stockholders of the Company, as a condition of, or in connection with, the granting of such Option, or the issuance or purchase of shares upon exercise of the Option, the Option may not be exercised in whole or in part unless such registration, listing, qualification or approval has been obtained free of any condition not acceptable to the Committee. -7- SECTION 10 AMENDMENT OR TERMINATION OF THIS PLAN. Unless previously terminated by the Board, this Plan will terminate on April 25, 2012 and no Options will be granted thereafter. Such termination will not affect any Option previously granted. The Board may from time to time in its discretion amend or modify this Plan without the approval of the stockholders of the Company, except as such approval as may be required under the Exchange Act, the Code or by the national securities exchange on which the Common Stock is traded. Any amendment or termination will not materially and adversely affect any Option then outstanding under this Plan unless consented to by the affected Optionee. SECTION 11 GENERAL PROVISIONS. (a) GOVERNING LAW. The validity, construction, interpretation, administration and effect of this Plan and any rules, regulations and actions relating to this Plan will be governed by and construed exclusively in accordance with the laws of the State of Delaware. (b) SEVERABILITY. If all or any part of this Plan is declared by any court, governmental authority or arbitrator to be unlawful or invalid, such unlawfulness or invalidity will not serve to invalidate any portion of this Plan not declared to be unlawful or invalid. Any Section or part of a Section so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. (c) NOTICES. All notices and demands of any kind which the Committee, any Participant, or other person may be required or desires to give under the terms of this Plan will be in writing and must be personally delivered or sent by mail, postage prepaid, addressed to the Company at its principal place of business and to the Participant at the address shown in the stock option agreement or at any other address the Participant indicates by notice to the Company. Delivery by mail will be deemed made at the expiration of the third day after the day of mailing, except for notice of the exercise of an Option and related documents which must be actually received by the Company. (d) NO OTHER RIGHTS. Nothing in the Plan, or any Option granted under the Plan, will confer any right to any person to continue as a director of the Company or interfere in any way with the rights of the stockholders of the Company or the Board to elect and remove directors. Oregon Steel Mills, Inc. /s/ Joe E. Corvin ------------------------------------------- By: Joe E. Corvin Its: President and Chief Executive Officer -8- -----END PRIVACY-ENHANCED MESSAGE-----