Attached files
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8-K - FORM 8-K - COMMERCIAL METALS Co | d70815e8vk.htm |
EX-10.3 - EX-10.3 - COMMERCIAL METALS Co | d70815exv10w3.htm |
EX-10.1 - EX-10.1 - COMMERCIAL METALS Co | d70815exv10w1.htm |
Exhibit 10.2
AMENDMENT
NUMBER ONE TO THE
COMMERCIAL METALS COMPANY
2006 LONG-TERM EQUITY INCENTIVE PLAN
COMMERCIAL METALS COMPANY
2006 LONG-TERM EQUITY INCENTIVE PLAN
This AMENDMENT NUMBER ONE TO THE COMMERCIAL METALS COMPANY 2006
LONG-TERM EQUITY INCENTIVE PLAN (this
Amendment), effective as of
January 28, 2010, is made and entered into by Commercial
Metals Company, a Delaware corporation (the
Company). Terms used in this Amendment
with initial capital letters that are not otherwise defined
herein shall have the meanings ascribed to such terms in the
Commercial Metals Company 2006 Long-Term Equity Incentive Plan
(the Plan).
RECITALS
WHEREAS, Article 9 of the Plan provides that the
Board of Directors of the Company (the
Board) may amend the Plan at any time;
WHEREAS, subject to stockholder approval, the Board
desires to amend the Plan to (i) increase the aggregate
number of shares of Common Stock that may be issued or delivered
under the Plan set forth in Article 5 of the Plan,
(ii) add certain restrictions to the share reuse provisions
of the Plan, (iii) place limitations on the number of
Full Value Awards that may be granted pursuant to
the Plan, (iv) remove a restriction requiring the Committee
to reduce the Award Period for Participants who have incurred a
Termination of Service; and (v) reduce the Award Period for
Incentives granted under the Plan from ten years to seven
years; and
WHEREAS, the Board plans to submit the proposal to amend
the Plan to the Companys stockholders at the 2010 Annual
Meeting of Stockholders.
NOW, THEREFORE, in accordance with Article 9 of the
Plan, subject to stockholder approval, the Company hereby amends
the Plan as follows:
1. Section 5.1 of the Plan is hereby amended by
deleting said section in its entirety and substituting in lieu
thereof the following new Section 5.1:
5.1 Number of Shares Available for
Awards. Subject to adjustment as provided in
Articles 11 and 12 and the limitations on Full Value
Awards as provided in Section 5.3, the maximum number of
shares of Common Stock that may be delivered pursuant to Awards
granted under the Plan is 10,000,000 shares, of which
2,000,000 shares may be delivered pursuant to Incentive
Stock Options. Subject to adjustment pursuant to
Articles 11 and 12, no Participant may receive in
any fiscal year of the Company, Awards that exceed an aggregate
of more than 200,000 shares of Common Stock. Shares to be
issued may be made available from authorized but unissued Common
Stock, Common Stock held by the Company in its treasury, or
Common Stock purchased by the Company on the open market or
otherwise. During the term of this Plan, the Company will at all
times reserve and keep available the number of shares of Common
Stock that shall be sufficient to satisfy the requirements of
this Plan.
2. Section 5.2 of the Plan is hereby amended by
deleting said section in its entirety and substituting in lieu
thereof the following new Section 5.2:
5.2 Reuse of Shares. To the extent
that any Award under this Plan shall be forfeited, shall expire
or be canceled, in whole or in part on or after the Effective
Date, then the number of shares of Common Stock covered by the
Award so forfeited, expired or canceled may again be awarded
pursuant to the provisions of this Plan. Shares of Common Stock
subject to an Award under the Plan may not again be made
available for issuance under the Plan and shall reduce the
number of shares available for future issuances under the Plan
if such shares of Common Stock are (i) shares of Common
Stock that were subject to a Stock Option or a stock-settled SAR
and were not issued upon the net settlement or net exercise of
such Stock Option or SAR; (ii) shares of Common Stock
delivered or withheld by the Company to pay the exercise price
or the withholding tax obligations associated with Awards; or
(iii) shares of Common Stock repurchased by the
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Company on the open market or otherwise using the proceeds of
the exercise of a Stock Option or stock-settled SAR by a
Participant. Awards that may be satisfied either by the issuance
of shares of Common Stock or by cash or other consideration
shall be counted against the maximum number of shares of Common
Stock that may be issued under this Plan only during the period
that the Award is outstanding or to the extent the Award is
ultimately satisfied by the issuance of shares of Common Stock.
Awards will not reduce the number of shares of Common Stock that
may be issued pursuant to this Plan if the settlement of the
Award will not require the issuance of shares of Common Stock,
as, for example, a SAR that can be settled only by the payment
of cash. Notwithstanding any provisions of the Plan to the
contrary, only shares forfeited back to the Company and shares
canceled on account of termination, expiration or lapse of an
Award, shall again be available for grant of Incentive Stock
Options under the Plan, but shall not increase the maximum
number of shares described in Section 5.1 above as
the maximum number of shares of Common Stock that may be
delivered pursuant to Incentive Stock Options.
3. Article 5 of the Plan is hereby amended by adding
the following new Section 5.3:
5.3 Limitation on Full Value
Awards. Subject to adjustment as provided in
Articles 11 and 12, no more than 7,000,000 of the
shares of Common Stock that may be delivered pursuant to Awards
under Section 5.1(a) may be delivered pursuant to
Full Value Awards. For purposes hereof, the term
Full Value Award shall mean any Award
with a net benefit to the Participant, without regard to any
restrictions such as those described in Section 6.4(b),
equal to the aggregate Fair Market Value of the total shares of
Common Stock subject to the Award. Full Value Awards include
Restricted Stock and Restricted Stock Units, but do not include
Stock Options and SARs.
4. Section 7.1 of the Plan is hereby amended by
deleting said section in its entirety and substituting in lieu
thereof the following new Section 7.1:
7.1 Award Period. Subject to the
other provisions of this Plan, the Committee may, in its
discretion, provide that an Incentive may not be exercised in
whole or in part for any period or periods of time or beyond any
date specified in the Award Agreement. Except as provided in the
Award Agreement, an Incentive may be exercised in whole or in
part at any time during its term. No Incentive granted under the
Plan may be exercised at any time after the end of its Award
Period. No portion of any Incentive may be exercised after the
expiration of seven (7) years from its Date of Grant.
However, if an Employee owns or is deemed to own (by reason of
the attribution rules of Section 424(d) of the Code) more
than 10% of the combined voting power of all classes of stock of
the Company (or any parent or Subsidiary) and an Incentive Stock
Option is granted to such Employee, the term of such Incentive
Stock Option (to the extent required by the Code at the time of
grant) shall be no more than five (5) years from the Date
of Grant.
5. Except as expressly amended by this Amendment, the Plan
shall continue in full force and effect in accordance with the
provisions thereof.
[Signature
page to
follow]
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IN WITNESS WHEREOF, the Company has caused this Amendment
to be duly executed as of the date first written above.
COMMERCIAL METALS COMPANY
By: | /s/ Murray R. McClean |
Name: Murray R. McClean
Title: President, Chief Executive Officer, and Chairman of the Board of Directors |
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