Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

(e) On December 31, 2019, the Company and Mr. Ferriola entered into a Retirement, Separation, Waiver and Release Agreement (the "Retirement Agreement") in connection with Mr. Ferriola's retirement from employment with the Company, effective December 31, 2019. The Retirement Agreement supersedes all previous agreements related to Mr. Ferriola's employment with the Company, including the Executive Employment Agreement by and between the Company and Mr. Ferriola, dated as of January 30, 2002, as amended by the Amendment Agreement by and between the Company and Mr. Ferriola, effective as of November 5, 2007.

In consideration for Mr. Ferriola's comprehensive release of claims against the Company and its affiliates and his post-employment covenants set forth in the Retirement Agreement, Mr. Ferriola will be entitled to receive monthly payments from the Company of $551,328.07 for the 24 months immediately following his retirement. Pursuant to the Retirement Agreement, Mr. Ferriola has agreed not to (i) compete with the Company during the 24-month period following his retirement, (ii) disclose proprietary and confidential 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) 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. The Retirement Agreement further provides that any inventions, designs or other ideas conceived by Mr. Ferriola during his employment with the Company will be assigned to the Company. Under the terms of the Retirement Agreement, Mr. Ferriola may revoke the Retirement Agreement for a period of seven days after December 31, 2019, the date Mr. Ferriola 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, a copy of which is filed as Exhibit 10.1 hereto and 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
            December 31, 2019, by and between Nucor Corporation and John J. Ferriola
            (#)

  104       Cover Page from this Current Report on Form 8-K, formatted in Inline
            XBRL (included in Exhibit 101)

(#) Indicates a management contract or compensatory plan or arrangement.

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