Attached files
file | filename |
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8-K - FORM 8-K - COMMERCIAL METALS Co | d70815e8vk.htm |
EX-10.1 - EX-10.1 - COMMERCIAL METALS Co | d70815exv10w1.htm |
EX-10.2 - EX-10.2 - COMMERCIAL METALS Co | d70815exv10w2.htm |
Exhibit 10.3
AMENDMENT
NUMBER ONE TO THE
COMMERCIAL METALS COMPANY
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Second Amendment and Restatement by Board of Directors Effective as of January 1, 2007)
COMMERCIAL METALS COMPANY
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
(Second Amendment and Restatement by Board of Directors Effective as of January 1, 2007)
This AMENDMENT NUMBER ONE TO THE COMMERCIAL METALS COMPANY 1999
NON-EMPLOYEE DIRECTOR STOCK 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 1999 Non-Employee Director Stock Plan,
Second Amendment and Restatement, effective as of
January 1, 2007 (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; and
WHEREAS, subject to stockholder approval, the Board
desires to amend the Plan to (i) remove limitations placed
on the Option Period following a Termination of Service as a
Director due to death, Total and Permanent Disability, or
Retirement, and (ii) extend the term of the Plan from
January 31, 2010 to January 31, 2015; 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. Article 7 of the Plan is hereby amended by deleting
said article in its entirety and substituting in lieu thereof
the following new Article 7:
ARTICLE 7
OPTION
PERIOD; FORFEITURE
No Stock Option granted under the Plan may be exercised at any
time after the end of its Option Period.
The Option Period for each Stock Option will terminate on the
first of the following to occur:
(a) 5 p.m. on the seventh anniversary of the Date of
Grant; or
(b) 5 p.m. on the date that is thirty (30) days
after any Termination of Service as a Director, other than for a
Termination of Service due to death, Total and Permanent
Disability, or Retirement; provided that any installment not
vested and exercisable on the date of such Termination of
Service as a Director shall terminate and be forfeited on such
date.
2. Article 10 of the Plan is hereby amended by
deleting said article in its entirety and substituting in lieu
thereof the following new Article 10:
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ARTICLE 10
STOCKHOLDER
APPROVAL; TERM
Anything in the Plan to the contrary notwithstanding, the
effectiveness of the Plan and of the grant of all Awards
hereunder is in all respects subject to the approval of the Plan
by the affirmative vote of the holders of a majority of the
shares of the Common Stock present in person or by proxy and
entitled to vote at a meeting of stockholders at which the Plan
is presented for approval. Awards may be granted under the Plan
prior to the time of stockholder approval. Any such Awards
granted prior to such stockholder approval shall be subject to
such stockholder approval. Unless sooner terminated by action of
the Board, the Plan will terminate on January 31, 2015, but
Awards granted before such date will continue to be effective in
accordance with their terms and conditions.
3. 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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