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STOCK OPTION NOTICE LETTER AND
ASSUMPTION AND
AMENDMENT AGREEMENT
As you know, on
April 3, 2006, (the “Effective Date”) Reliance
Steel & Aluminum Co., a California corporation
(“Reliance”), acquired Earle M. Jorgensen Company, a
Delaware corporation (“EMJ”), through a merger
transaction (the “Merger”) in accordance with the terms
and conditions of that certain Agreement and Plan of Merger by and
among Reliance, EMJ and RSAC Acquisition Corp. (the
“Company”), a Delaware corporation (the “Merger
Agreement”). On the Effective Date, you held one or more
outstanding options to purchase shares of EMJ common stock granted
to you under the Earle M. Jorgensen Company 2004 Stock Incentive
Plan, as amended, (the “Plan”) and documented with one
or more Stock Option Agreements (the “Option
Agreements”) issued to you under the Plan (the “EMJ
Options”). In accordance with the Merger Agreement, on the
Effective Date, Reliance assumed all obligations of EMJ under the
EMJ Options. This Stock Option Notice Letter and Assumption and
Amendment Agreement (this “Agreement”) evidences the
assumption and amendment of the EMJ Options, including the
necessary adjustments to the EMJ Options required by
Section 2.03 of the Merger Agreement.
Your EMJ
Options immediately before the Merger and your EMJ Options as
adjusted after the Merger (the “Adjusted Options”) are
as follows:
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EMJ STOCK OPTIONS
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RELIANCE ASSUMED
OPTIONS
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No. of Shares
of
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EMJ Exercise
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No. of Shares of
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Reliance Exercise
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EMJ
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Price
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Reliance
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Price
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Common
Stock
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Per Share
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Common Stock
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Per Share
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$
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$
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The above
adjustments are based on the Option Exchange Ratio as defined in
the Merger Agreement. Accordingly, the number of shares of Reliance
Common Stock purchasable upon exercise of an Adjusted Option are
equal to the number of shares of EMJ Common Stock that were
purchasable under the applicable EMJ Option immediately prior to
the Effective Date multiplied by the Option Exchange Ratio, and the
per share exercise price under each such Adjusted Option is equal
to the price obtained by dividing the per share exercise price of
each EMJ Option by the Option Exchange Ratio, with fractional
shares being rounded down to the nearest whole number of shares and
where necessary the
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