RESTRICTED STOCK UNIT AWARD
AGREEMENT
COMMERCIAL METALS COMPANY
2006 LONG-TERM EQUITY INCENTIVE PLAN
Pursuant to the
Commercial Metals Company 2006 Long-Term Equity Incentive Plan (the
“ Plan ”) for employees of Commercial
Metals Company, a Delaware corporation (the “
Company ”) and its Subsidiaries,
(the “
Participant ”)
has been
granted a Restricted Stock Unit Award in accordance with
Section 6.6 of the Plan.
1. Terms
of Award . The number of shares of Common Stock that may be
delivered to the Participant under this Award Agreement (this
“ Agreement ”) is
(the “ Awarded Units ”). The Date of
Grant of this Award is May ,
2009. Each Awarded Unit represents the right to receive delivery of
one share of the Company’s Common Stock as herein
provided
2.
Subject to Plan . This Agreement is subject to the terms and
conditions of the Plan, and the terms of the Plan shall control to
the extent not otherwise inconsistent with the provisions of this
Agreement. To the extent the terms of the Plan are inconsistent
with the provisions of this Agreement, this Agreement shall
control. The capitalized terms used herein that are defined in the
Plan shall have the same meanings assigned to them in the Plan.
This Agreement is subject to any rules promulgated pursuant to the
Plan by the Board or the Committee and communicated to the
Participant in writing.
3.
Vesting; Timing of Delivery of Shares . Except as
specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, the Awarded
Units shall be vested as follows:
a. All of the
Awarded Units shall vest upon the following (i) for 20
consecutive Trading Days between the Date of Grant and May 19,
2012, the closing price of the Common Stock on the Principal Market
is at least $30 per share (as adjusted during such period pursuant
to Article 11 of the Plan) and the Company ranks at or greater
than the 50th percentile on a Total Stockholder Return basis as
compared to its Peer Group with the Total Stockholder Return being
based on the average of the closing prices on the Principal Market
for each Trading Day for the month of December 2008 versus the
average of the closing prices on the Principal Market for each
Trading Day for the month of December 2011; or (ii) for
20 consecutive Trading Days between the Date of Grant and
May 19, 2012, the closing price of the Common Stock on the
Principal Market is at least $24 per share (as adjusted during such
period pursuant to Article 11 of the Plan) and the Company
ranks at or greater than the 80th percentile on a Total Stockholder
Return basis as compared to its Peer Group with the Total
Stockholder Return being based on the average of the closing prices
on the Principal Market for each Trading Day for the month of
December 2008 versus the average of the closing prices on the
Principal Market for each Trading Day for the month of
December 2011.
b. The
determination of whether any vesting criteria have been met is to
be made by the Committee in a manner consistent with prior
practice.
c. For purposes of
this Agreement, the following terms shall have the meanings set
forth below:
“ Peer
Group ” means the following companies: AK Steel
Holding Corporation, Allegheny Technologies Incorporated, Gerdau
Ameristeel Corporation, Mueller Industries, Inc., Nucor
Corporation, Reliance Steel & Aluminum Co., Schnitzer Steel
Industries, Inc., Sims Metal Management Limited, Steel Dynamics,
Inc., The Timken Company, United States Steel Corporation, and
Worthington Industries. If between the Date of Grant and
December 31, 2011, any member of the Peer Group for any reason
is no longer a public company with common stock listed for trading,
then such member shall not be considered a member of the Peer Group
for any calculations related to this Agreement. If at least 25% of
the companies that constitute the original Peer Group cease to be
public companies with common stock listed for trading between the
Date of Grant and December 31, 2011, the Committee has the
right to add additional companies to the Peer Group; provided,
however , the Peer Group shall not consist of more than twelve
companies.
“
Principal Market ” means the New York Stock
Exchange, or if the Common Stock is not traded on the New York
Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global
Market, the NASDAQ Capital Market, the NYSE AMEX or any successor
exchanges.
“
Total Stockholder Return ” is a comparative
valuation using a per share price at the beginning of the period
compared to a per share price at the end of the period with cash
dividends assumed to purchase additional fractional shares at the
closing price as of the ex-dividend date.
“
Trading Day ” means any day on which the Common
Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock,
then on the principal securities market on which the shares of the
Common Stock are then traded; provided that “Trading
Day” shall not include any day on which the shares of the
Common Stock are scheduled to trade on such exchange or market for
less than 4.5 hours or any day that the shares of the Common Stock
are suspended from trading during the final hour of trading on such
exchange or market (or if such exchange or market does not
designate in advance the closing time of trading on such exchange
or market, then during the hour ending at 4:00:00 p.m., New
York, New York time).
Notwithstanding
the foregoing, the vesting of all Awarded Units shall automatically
accelerate in full upon (i) the Participant’s death;
(ii) the Participant’s Termination of Service as a
result of his Total and Permanent Disability; or (iii) the
occurrence of a Change in Control.
Subject to the
conditions hereinafter set forth, upon the vesting of Awarded
Units, or as soon as practical following vesting, and in no event,
later than 60 days after vesting of Awarded Units, the Company
shall deliver to the Participant or the Participant’s
personal representative a number of shares of Common Stock equal to
the aggregate number of vested Awarded Units credited to the
Participant. Shares of Common Stock shall only be delivered under
this Section 3 if the Participant or
Participant’s personal representative has made appropriate
arrangements with the Company in accordance with Section 15.6
of the Plan for applicable taxes which are required to be withheld
under federal, state or local law or the tax withholding
requirement has otherwise been satisfied.
4.
Forfeiture of Awarded Units . Awarded Units that are not
vested in accordance with Section 3
shall be
forfeited on the earlier of the date of the Participant’s
Termination of Service or May 19, 2012. Upon forfeiture, all
of the Participant’s rights with respect to the forfeited
Awarded Units shall cease and terminate, without any further
obligations on the part of the Company.
5.
Restrictions on Awarded Units and Rights of a Stockholder .
Awarded Units represent a promise by the Company to deliver shares
of Common Stock to the Participant upon the terms provided herein.
Awarded Units that are not vested in accordance with
Section 3 and which are subject to forfeiture in
accordance with Section 4 shall be subject to the
terms, conditions, provisions, and limitations of this
Section 5 . The Participant will have no rights as a
stockholder (including, without limitation, the right to vote)
except as specifically provided in this Section 5 ,
with respect to any shares of Common Stock covered by this
Agreement until the issuance of a certificate or certificates to
the Participant for the shares. Except as otherwise provided in
Article 11 of the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to the
issuance of such certificate or certificates. Subject to the
provisions of the Plan and the other terms of this Agreement, from
the Date of Grant until the date shares of Common Stock are
delivered to the Participant under the Awarded Units (the “
Restriction Period ”), the Participant shall
not be permitted to sell, transfer, pledge or assign any of the
Awarded Units or any shares of Common Stock that may be delivered
under the Awarded Units.
6. Book
Entry or Certificate Issuance of Shares and Legend . All shares
of Common Stock delivered under the Awarded Units shall be subject
to the terms of this Agreement and shall be represented by, at the
option of the Company, either book entry registration in the
Company’s direct registration services (“
DRS ”) or by a certificate or certificates. All
shares of Common Stock delivered under the Awarded Units that are
issued in certificate form shall bear the legend first described
below. All shares of Common Stock delivered under the Awarded Units
that are issue
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