Exhibit 10.5
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 accordance
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