EXHIBIT 4.27
STOCK BONUS PLAN ASSUMPTION
AGREEMENT
This Stock Bonus Plan Assumption
Agreement (this “Agreement”) is entered into as of this
20th day of April, 2005 (the “Effective Date”), by and
between the Earle M. Jorgensen Company, a Delaware corporation (the
“Company”) and Earle M. Jorgensen Holding Company, Inc.
(“Holding”), to facilitate administration of the
Amended and Restated Employee Stock Bonus Plan of Holding,
effective as of April 1, 2001, as amended and renamed (the
“Stock Bonus Plan”), on behalf of participants of the
Stock Bonus Plan (collectively, the
“Participants”);
WHEREAS , in connection with a merger and financial
restructuring (the “Merger”), pursuant to the terms of
that certain Agreement and Plan of Merger and Reorganization dated
as of December 17, 2004 by and among Holding, the Company, EMJ
Metals LLC and certain of Holding’s stockholders (the
“Merger Agreement”), as amended, Holding has agreed to
be merged into EMJ Metals LLC, with EMJ Metals LLC surviving and
Holding ceasing to exist;
WHEREAS , Section 4.4 of the Merger Agreement provides
that at the time the merger becomes effective (the “Effective
Time”), the Stock Bonus Plan shall be assumed by the Company
and shall continue in full force and effect until amended or
changed in the manner provided by the provisions of the Stock Bonus
Plan.
NOW, THEREFORE
, in consideration of the foregoing
and the mutual promises and covenants of the parties set forth
below and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowle
