AMENDED AND RESTATED COMMERCIAL METALS COMPANY EXECUTIVE EMPLOYMENT CONTINUITY AGREEMENT THIS AGREEMENT, dated as of _________________ (the “Agreement Date”), is made by and between COMMERCIAL METALS COMPANY (the “Company”), a Delaware corporation,...
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AMENDED AND RESTATED COMMERCIAL METALS COMPANY EXECUTIVE EMPLOYMENT CONTINUITY AGREEMENT THIS AGREEMENT, dated as of _________________ (the “Agreement Date”), is made by and between COMMERCIAL METALS COMPANY (the “Company”), a Delaware corporation, and ____________________ (the “Executive”). WHEREAS, the Company and the Executive entered into that certain Commercial Metals Company Executive Employment Continuity Agreement dated _________________ (the “Original Agreement”); and WHEREAS, the Company and the Executive now desire to amend and restate the Original Agreement to make certain changes as provided herein; NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Company and the Executive agree as follows: ARTICLE I PURPOSE The Original Agreement is hereby Amended and Restated in its entirety as follows. The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued services of the Executive, despite the possibility or occurrence of a Change in Control of the Company. The Board believes that this objective may be achieved by giving key management employees assurances of financial security in case of a pending or threatened Change in Control, so that they will not be distracted by personal risks and will continue to devote their full time and best efforts to the performance of their duties. The Company and the Executive enter into this Agreement to induce the Executive to remain an employee of the Company and to continue to devote Executive’s full energy to the Company’s affairs. This Agreement is not intended to provide the Executive with any right to continued employment with the Company, except in the event of a Change in Control of the Company and subject to the provisions of this Agreement. The effect of this Agreement on other agreements and other rights of the Executive is explained in Article IX below. ARTICLE II CERTAIN DEFINITIONS When used in this Agreement, the terms specified below shall have the following meanings: 2.1 “Affiliate” means any corporation or other entity that is directly or indirectly through one or more intermediaries, controlled by the Company.
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2.2 “Annual Base Salary” has the meaning set forth in Section 3.2(a). 2.3 “Annual Cash Incentive Plan” means the cash bonus plan as administered by the compensation committee of the Company’s board of directors which establishes the criteria for and amount of annual cash bonus payments for key executives. 2.4 “Auditor” has the meaning set forth in Section 6.1. 2.5 “Benefit Continuation Period” means the period beginning on the Termination Date and ending on the second anniversary of the Termination Date. 2.6 “Benefit Restoration Plan” means the Commercial Metals Companies 2005 Benefit Restoration Plan, as amended and restated. 2.7 “Capped Amount” has the meaning set forth in Section 6.1. 2.8 “Cash Bonus Opportunity” has the meaning set forth in Section 3.2(b). 2.9 “Cause” has the meaning set forth in Section 4.3. 2.10 “Change in Control” means any of the following events: (a) any Person becomes the “beneficial owner” (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act), directly or indirectly, of 30% or more of the combined voting power of the Company’s then outstanding voting securities; (b) the Incumbent Board ceases for any reason to constitute at least the majority of the Board; provided, however, that any person becoming a director subsequent to the Agreement Date whose election, or nomination for election by the Company’s shareholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this subsection (b), considered as though such person were a member of the Incumbent Board; (c) all or substantially all of the assets of the Company are sold, transferred or conveyed and the transferee of such assets is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity’s then outstanding voting securities); or (d) the Company is reorganized, merged or consolidated, and the shareholders of the Company immediately prior to such reorganization, merger or consolidation own in the aggregate 50% or less of the outstanding voting securities of the surviving or resulting corporation or entity from such reorganization, merger or consolidation. - 2 -
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For purposes of this Section 2.10, the term “Incumbent Board” means the individuals who as of the Agreement Date constitute the Board, and the term “Person” means any natural person, firm, corporation, government, governmental agency, association, trust or partnership. 2.11 “Change in Control Arrangements” has the meaning set forth in Section 6.1. 2.12 “Change in Control Payment” has the meaning set forth in Section 6.1. 2.13 “Change in Control Date” means the date on which a Change in Control occurs. 2.14 “Code” means the Internal Revenue Code of 1986, as amended. 2.15 “Constructive Termination” has the meaning set forth in Section 4.4. 2.16 “Disabled” or “Disability” means that the Executive: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or an Affiliate. 2.17 “Disability Effective Date” has the meaning set forth in Section 4.1. 2.18 “Employment Period” means the period commencing on the Change in Control Date and ending on the second anniversary of the Change in Control Date. 2.19 “Equity Incentive Plans” means the Company’s 2013 Long-Term Equity Incentive Plan, the General Employee Stock Purchase Plan and any other equity incentive plan, as each may be amended from time to time, and approved by the Company following the date of this Agreement which is intended to provide a financial incentive to employees of the Company based on the value of or utilizing the Company’s stock whether by means of grants or awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance share awards or any other equity based incentives. 2.20 “Excess Change in Control Payment” means the dollar amount of excise tax which the Executive would become obligated to pay pursuant to Code Section 4999 as a result of receipt of any payment from the Company in excess of the Capped Amount. - 3 -
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2.21 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 2.22 “Highest Annual Base Salary” means the highest annual base salary paid by the Company or an Affiliate to the Executive for any calendar year during the sixty (60) consecutive month period immediately preceding the Termination Date. For purposes of this determination, annual base salary shall be annualized for any period of less than one complete calendar year. 2.23 “Long-Term Performance Plan” means a cash incentive plan administered by the compensation committee of the Company’s board of directors which provides for cash payments to key employees contingent upon the attainment of multi-year performance goals. 2.24 “Make-Whole Payment” has the meaning set forth in Section 6.4. 2.25 “Payment Date” means the 30th day following the Executive’s Termination Date. 2.26 “Performance Period” has the meaning set forth in Section 3.2(b). 2.27 “Plans” has the meaning set forth in Section 3.2(c). 2.28 “Profit Sharing Plan” means the Commercial Metals Companies Retirement Plan, including its supplemental contributions provisions, or any successor plan thereto. 2.29 “Short Fall Amount” has the meaning set forth in Section 6.4. 2.30 “Qualifying Termination” means a Constructive Termination of the Executive’s employment pursuant to Section 4.4. 2.31 “Termination Date” means the date of termination of the Executive’s employment; provided, however, that if the Executive’s employment is terminated by reason of Disability, then the Termination Date shall be the Disability Effective Date (as defined in Section 4.1). 2.32 “Welfare Continuance Benefit” has the meaning set forth in Section 5.1(d). 2.33 “Welfare Plans” means the Company’s plans, practices, policies and programs that provide welfare benefits including, but not limited to, medical, prescription, dental, disability, group life, accidental death and travel accident insurance benefits. ARTICLE III EMPLOYMENT AFTER A CHANGE IN CONTROL 3.1 Employment. The Company hereby agrees to continue the Executive in its employ during the Employment Period and, unless the Executive provides an express written consent otherwise, the Executive will have duties and such other powers that are - 4 -
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Affiliates (together with any accrued earnings thereon) which have not yet been paid and which otherwise would be payable under the terms of such nonqualified deferred compensation plan on account of the Executive’s termination of employment, unless payment of such amounts would constitute an invalid acceleration of the time or schedule of a payment under Code Section 409A; and (iii) all amounts payable to the Executive under the terms of the Annual Cash Incentive Plan and Long-Term Performance Plan to the extent that such amounts have not yet been paid, unless payment of such amounts would constitute an invalid acceleration of the time or schedule of a payment under Code Section 409A. (b) The Company shall pay to the Executive by no later than the Payment Date a lump sum cash payment equal to two (2) times the sum of (i) the Executive’s Highest Annual Base Salary and (ii) the Executive’s target Cash Bonus Opportunity for the Performance Period in which the Termination Date occurs. (c) On the Termination Date, the Executive shall become fully vested in any and all stock incentive awards granted to the Executive pursuant to any Equity Incentive Plan or otherwise which have not become exercisable as of the Termination Date. On the Termination Date, all stock options (including options vested as of the Change in Control Date) shall remain exercisable until the last date on which the option was scheduled to expire, without regard to whether termination of the Executive’s employment would have provided for a shorter exercise period following such termination of employment; provided, however, that the exercise period of an option shall be extended only to the latest date on which it may be exercised without subjecting such option to the provisions of Code Section 409A or resulting in treatment of the option as a new grant on the date of extension. All forfeiture conditions that as of the Termination Date are applicable to any restricted stock, restricted stock units, stock appreciation rights, performance grants or other incentive awards granted to the Executive by the Company pursuant to any Equity Incentive Plan or otherwise shall lapse immediately. (d) During the Benefit Continuation Period, the Executive and his dependents will continue to be covered by all Welfare Plans in which he or his dependents were participating immediately prior to the Termination Date (the “Welfare Continuance Benefit”). The Company shall pay all the COBRA premium cost otherwise due from Executive for continued participation of the Executive and dependents in the Company’s medical welfare benefit plan. The Company shall pay all or that portion of the premium costs of the Welfare Continuance Benefit for the Executive and dependents under Welfare Plans other than the Company’s medical welfare benefit plan on the same basis as applicable under such Welfare Plans immediately preceding the Termination Date, and the Executive will pay additional premium costs (if any) as applicable immediately preceding the Termination Date. In determining the level of benefits to which the Executive is entitled under any of the Welfare Plans, the Executive shall be deemed to be paid during the Benefit Continuation Period annual - 8 -
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compensation no less than the Annual Base Salary in effect prior to the Termination Date. If participation or continued participation under any one or more of the Welfare Plans included in the Welfare Continuance Benefit is not possible under the terms of the Welfare Plan or any provision of law or if such participation or continued participation would create an adverse tax consequence for the Executive or the Company due to such participation, the Company will provide substantially identical benefits directly or through one or more insurance arrangements. The Welfare Continuance Benefit as to a Welfare Plan will cease if and when the Executive has obtained coverage under one or more welfare benefit plans of a subsequent employer and such plan provides coverage to the Executive and his dependents of the same type as provided under such Welfare Plan. (e) To the extent that the Executive would not otherwise be entitled to receive an allocation of Employer Contribution under the Profit Sharing Plan or Benefit Restoration Plan for the Plan Year in which the Termination Date occurs and for the Plan Years including all or a portion of the Benefit Continuation Period, the Company shall pay to the Executive on the Payment Date a lump sum cash payment equal to the equivalent of the Employer Contribution that the Company would have allocated to the Executive’s account in each of the Profit Sharing Plan and Benefit Restoration Plan as if the Executive had satisfied all requirements under the Profit Sharing Plan and Benefit Restoration Plan to be eligible to receive an allocation of the Employer Contribution for the Plan Year in which the Termination Date occurs, and each Plan Year or pro-rata portion thereof during the Benefit Continuation Period. For purposes of calculating this payment: (i) the eligible compensation of the Executive shall be deemed to be an amount equal to the greatest of (i) twice the Executive’s Highest Annual Base Salary, (ii) the eligible compensation used to calculate the Employer Contribution to the Executive’s account for the last Plan Year prior to the Plan Year in which the Termination Date occurs or (iii) the eligible compensation earned by the Executive during the Plan Year to the Termination Date including the amounts described in Section 5.1 (a) (b) and (c); and (ii) the Executive shall be deemed to have deferred the maximum amount of compensation permitted by law or terms of the plan which would result in a credit to the Executive’s account of the maximum amount of Employer Contribution in both the Profit Sharing Plan and Benefit Restoration Plan of the maximum Employer Contribution; and (iii) the Employer Contribution calculated as a percentage of the eligible compensation shall be deemed to be the greater of the Employer Contribution for the last Plan Year prior to the Plan Year in which the Termination Date occurs or the average of the Employer Contribution for the last five Plan Years. - 9 -
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be modified with respect to that particular area or jurisdiction so as to comply with the order of such court and, as to all other jurisdictions, the covenants contained herein shall remain in full force and effect as originally written. If any court holds that any of the covenants contained in this Article X is void or otherwise unenforceable in any particular area or jurisdiction, the Company may consider such covenant to be amended and modified so as to eliminate therefrom the particular area or jurisdiction as to which such covenant is so held void or otherwise unenforceable, and, as to all other areas and jurisdictions covered hereunder, the covenants contained herein shall remain in full force and effect as originally written. ARTICLE XI MISCELLANEOUS 11.1 No Assignment of Benefit. No interest of the Executive or any beneficiary under this Agreement, or any right to receive any payment or distribution hereunder, will be subject in any manner to sale, transfer, assignment, pledge, attachment, garnishment, or other alienation or encumbrance of any kind, nor may such interest or right to receive a payment or distribution be taken, voluntarily or involuntarily, for the satisfaction of the obligations or debts of, or other claims against, the Executive or Beneficiary, including claims for alimony, support, separate maintenance, and claims in bankruptcy proceedings. 11.2 Rights Under the Agreement. The right to receive benefits under the Agreement will not give the Executive any proprietary interest in the Company, its Affiliates or any of the assets of the Company or its Affiliates. Except to the extent otherwise provided in Section 6.2 of this Agreement or under the terms of the Plans or Welfare Plans, amounts payable under the Agreement will be paid from the general assets of the Company. The Executive will for purposes of this Agreement be a general creditor of the Company. 11.3 Applicable Law. This Agreement will be construed and interpreted pursuant to the laws of the State of Texas, without reference to its conflict of laws rules. 11.4 No Employment Contract. Nothing contained in this Agreement will be construed to be an employment contract between the Executive and the Company prior to a Change in Control Date. 11.5 Severability. In the event any provision of this Agreement is held illegal or invalid, the remaining provisions of this Agreement will not be affected thereby. 11.6 Successors. The Agreement will be binding upon and inure to the benefit of the Company, the Executive and their respective heirs, representatives and successors. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the term “Company” means the - 15 -
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Company as hereinbefore defined and any successor to its business and/or assets which assumes and agrees to perform this Agreement by operation of law, or otherwise. 11.7 Amendment; Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and the writing is signed by the Executive and the Company. A waiver of any breach of or compliance with any provision or condition of this Agreement is not a waiver of similar or dissimilar provisions or conditions. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement. Notwithstanding any other provisions of this Agreement to the contrary, the parties agree that they will in good faith amend this Agreement in any manner reasonably necessary to comply with Code Section 409A, and the parties further agree that any provisions of this Agreement that shall violate the requirements of Code Section 409A shall be of no force and effect after such amendment. 11.8 Notices. All notices and other communications hereunder will be in writing and will be given by hand delivery acknowledged in writing by the recipient personally, or given by first-class mail, registered or certified, with return receipt requested, postage prepaid, and shall be deemed to have been duly given three days after mailing or immediately upon duly acknowledged hand delivery, as applicable, to the respective persons named below: If to the Company: Commercial Metals Company X.X. Xxx 0000 Xxxxxx, Xxxxx 00000 Attn: General Counsel If to the Executive: __________________ _________________ _________________ or to such other address as either party will have furnished to the other in writing in accordance herewith. 11.9 Tax Withholding. The Company shall withhold from any amounts payable under this Agreement any federal, state or local taxes that are required to be withheld pursuant to any applicable law or regulation. [Signature Page to Follow] - 16 -
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IN WITNESS WHEREOF, the Executive and the Company have executed this Agreement as of the date first above written. COMMERCIAL METALS COMPANY By: /s/ Xxxxxxx X. Xxxxx Xxxxxxx X. Xxxxx Chairman of the Board, President and Chief Executive Officer EXECUTIVE _________________________________ - 17 -