ASSUMPTION AND AMENDMENT
AGREEMENT
EARLE M. JORGENSEN COMPANY
2004 STOCK INCENTIVE PLAN
This Agreement is
entered into as of April 3, 2006, by and between Earle M.
Jorgensen Company, a Delaware corporation (“EMJ”), and
Reliance Steel & Aluminum Co., a California corporation
(“Reliance”), regarding the Earle M. Jorgensen Company
2004 Stock Incentive Plan, as amended (the
“Plan”).
WHEREAS,
EMJ has entered into an Agreement and Plan of Merger (the
“Merger Agreement”), dated as of January 17, 2006,
with Reliance and RSAC Acquisition Corp., a Delaware corporation
and newly-formed wholly-owned subsidiary of Reliance
(“RSAC”);
WHEREAS,
pursuant to the Merger Agreement, EMJ will be merged with and into
RSAC (the “Merger”), with RSAC as the surviving entity,
which will immediately change its name to “Earle M. Jorgensen
Company” and which will remain wholly-owned by Reliance as of
the Effective Time (as defined in the Merger Agreement);
WHEREAS,
pursuant to Section 2.03(a) of the Merger Agreement, Reliance
will assume and succeed to all of the obligations and liabilities
of EMJ under the Plan; and
WHEREAS,
as of the Effective Time, shares of EMJ common stock subject to
awards issued under the Plan will be replaced with shares of the
common stock of Reliance with the number of shares subject to each
award and the exercise price thereof adjusted by the Option
Exchange Ratio (as defined in the Merger Agreement).
NOW,
THEREFORE, in consideration of the premises and mutual
agreements contained herein, and subject to completion of the
Merger, the parties agree that the Plan shall be, and hereby is,
assumed and amended as follows:
1. Reliance
hereby assumes and adopts the Plan as of the Effective Time and
agrees to perform all of the obligations and liabilities of EMJ
with respect to the Plan, and EMJ hereby consents to such
assumption.
2. As of the
Effective Time, the Plan is amended in the following
respects:
a) Unless the
context otherwise requires and except as provided in this
Agreement, any reference in the Plan to “Earle M. Jorgensen
Company, a Delaware corporation,” is revised to refer to
“Reliance Steel & Aluminum Co., a California
corporation;” and
b) The second
sentence in Section
