Exhibit 10.1
AMENDMENT NO. 1 TO
SEPARATION AND DISTRIBUTION AGREEMENT
This AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT (this
“Amendment”) is made as of July 27, 2005 by and between
Texas Industries, Inc. (“TXI”) , a Delaware
corporation, and Chaparral Steel Company
(“Chaparral”) , a Delaware corporation, and, as
of the date hereof, a wholly-owned subsidiary of TXI.
WHEREAS,
TXI and Chaparral have previously entered into the Separation and
Distribution Agreement dated as of July 6, 2005 (the
“Agreement”).
WHEREAS,
the parties have determined that it would be advisable to amend
Section 5.14(a) of the Agreement as provided herein.
NOW,
THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto hereby agree as follows:
1. Definitions.
All terms not defined in this Amendment are used as defined
in the Agreement.
2. Amendment.
Section 5.14(a) of the Agreement is hereby amended and
replaced in its entirety by the following:
(a) Unexercisable Options.
Each outstanding option to purchase TXI Common Stock that is
held by a Chaparral Business Employee or a Chaparral director (a
“TXI Option”) shall, to the extent such TXI Option is
not exercisable as of the Cessation Time, be cancelled and replaced
with a substitute option granted by Chaparral to purchase from
Chaparral shares of Chaparral Common Stock (a “Substitute
Option”). The number of shares of Chaparral Common
Stock subject to each Substitute Option and the exercise price per
share will be calculated in
