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EXHIBIT 10(iii)(q)




STOCK APPRECIATION RIGHTS AGREEMENT




COMMERCIAL METALS COMPANY

1999 NON-EMPLOYEE DIRECTOR STOCK PLAN




     1. Grant of Stock Appreciation Rights. Pursuant to the Commercial Metals Company 1999
Non-Employee Director Stock Plan (the “Plan”) Commercial Metals Company, a Delaware corporation
(the “Company”), hereby grants to



        
                                                    

(the “Participant”)




Stock Appreciation Rights relating to the appreciation in           
shares of Common Stock of the
Company (the “Stock Appreciation Rights” or “SARs”) at an exercise price (the “SAR Price”) of
$           per share (which is equal to or greater than the Closing Price of a share of Common Stock as
of the Date of Grant), all upon and subject to the terms and conditions set forth in this
Agreement. This SAR Agreement is intended to comply with the provisions governing stock
appreciation rights under Section 409A of the Code and the guidance issued thereunder, in order to
exempt the SARs from application of Section 409A of the Code.



     2. Date of Grant. The Date of Grant of the Stock Appreciation Rights is                     ,
2009.



     3. Subject to Plan. The SARs and this Agreement are 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. Except as otherwise provided herein, the
capitalized terms used herein that are defined in the Plan shall have the same meanings assigned to
them in the Plan. The SARs are subject to any rules promulgated pursuant to the Plan by the Board
or the Committee and communicated to the Participant in writing.



     4. Vesting; Time of Exercise. The Participant shall become vested in installments of
shares of Stock Appreciation Rights awarded to the Participant and such shares shall become fully
exercisable in accordance with the following schedule:




     a. Fifty percent (50%), rounded down to the nearest full SAR share, shall vest and
become exercisable on the first anniversary of the Date of Grant, provided the Participant
is a Director of the Company on that date.




     b. Fifty percent (50%), rounded down to the nearest full SAR share shall vest and
become exercisable on the second anniversary of the Date of Grant, provided the Participant
is a director of the Company on that date.



     Notwithstanding the foregoing, the vesting of shares under this SAR Agreement shall
automatically accelerate and the Stock Appreciation Rights shall be exercisable in full upon (i)
the Participant’s death; (ii) the Participant’s Termination of Service as a Director as a result of
his Total and Permanent Disability; (iii) the Participant’s Termination of Service as a Director as
a result of his Retirement; or (iv) the occurrence of a Change in Control.



 









 





     5. Term; Forfeiture. Except as otherwise provided in this Agreement, unexercised SARs
that are unvested shall terminate on the date of the Participant’s Termination of Service.
Unexercised SARs that are vested shall terminate on the first to occur of the following:




     a. 5 p.m. on                     , 2016 (the period of time extending from the date of this
Agreement to such date being referred to herein as the “SARs Period”);




     b. 5 p.m. on the date that is twenty four (24) months following the Participant’s
Termination of Service due to Retirement;




     c. 5 p.m. on the date that is twelve (12) months following the Participant’s
Termination of Service due to death or Total and Permanent Disability; or




     d. 5 p.m. on the date of the Participant’s Termination of Service for any reason not
otherwise specified in this Section 5.



     6. Exercise and Payment. The Participant may exercise vested SARs at any time prior
to the termination of the SARs in accordance with Section 5 above by the delivery of
written notice to the Committee setting forth the number of vested shares of Stock Appreciation
Rights which are to be exercised and the date of exercise thereof (the “Exercise Date”) which shall
be a date not less than three (3) business days after giving such notice, unless an earlier date
and time shall have been mutually agreed upon. On the Exercise Date, the Company shall deliver to
the Participant the number of shares of Common Stock having an aggregate Fair Market Value, as of
the Exercise Date equal to the excess (if any) of (i) the Fair Market Value as of the Exercise Date
of a share of Common Stock over (ii) the SAR Price of a share specified in this Agreement,
multiplied by the total number of shares of SARs being exercised.



     7. No Fractional Shares. SARs may be exercised only with respect to full shares, and
no fractional share of stock shall be issued.



     8. Who May Exercise. Subject to the terms and conditions set forth in Sections 4
and 5 above, during the lifetime of the Participant, SARs may only be exercised by the
Participant or his guardian or legal representative. If the Participant dies prior to the dates
specified in Section 5 above without having exercised all of his or her then-vested SARs as
of his or her date of death, then the following persons may exercise the exercisable portion of the
SARs on behalf of the Participant at any time prior to the earliest of the dates specified in
Section 5 hereof: the personal representative of his or her estate or any person who
acquired the right to exercise the SARs by bequest or inheritance or by reason of the death of the
Participant; provided that the SARs shall remain subject to the other terms of this Agreement, the
Plan and all applicable laws, rules, and regulations.



     9. Non-Assignability. The Stock Appreciation Rights granted under this Agreement, and
any interest in or right associated with such Stock Appreciation Rights, are not assignable or
transferable by the Participant except by will or by the laws of descent and distribution.



     10. Spouse Bound. The spouse of the Participant individually is bound by, and such
spouse’s interest, if any, in any Awarded Shares is subject to, the terms of this Agreement.



     11. Specific Performance. The parties acknowledge that remedies at law will be
inadequate remedies for breach of this Agreement and consequently agree that this Agreement shall
be enforceable by specific performance. The remedy of specific performance shall be cumulative of
all of the rights and remedies at law or in equity of the parties under this Agreement.



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     12. No Rights as Shareholder. The Participant will have no rights as a shareholder of
the Company with respect to any shares of Stock Appreciation Rights.



     13. Adjustment of Number of Shares and Related Matters. The number of shares of
Common Stock covered by the SARs, and the SAR Price thereof, shall be subject to adjustment in
accordance with Articles 11-13 of the Plan and Section 21 below.



     14. Participant’s Acknowledgments. The Participant acknowledges that a copy of the
Plan has been made available for his review by the Company, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts the SARs subject to all the
terms and provisions thereof. The Participant hereby agrees to accept as binding, conclusive, and
final all decisions or interpretations of the Committee or the Board, as appropriate, upon any
questions arising under the Plan or this Agreement.



     15. Law Governing. This Agreement shall be governed by, construed, and enforced in
accordance with the laws of the State of Texas (excluding any conflict of laws rule or principle of
Texas law that might refer the governance, construction, or interpretation of this agreement to the
laws of another state).



     16. No Right to Continue Service or Employment. Nothing herein shall be construed to
confer upon the Participant the right to continue in the employ or to provide services to the
Company or any Subsidiary or interfere with or restrict in any way the right of the Company or any
Subsidiary to discharge the Participant as an Employee at any time.



     17. Legal Construction. In the event that any one or more of the terms, provisions,
or agreements that are contained in this Agreement shall be held by a Court of competent
jurisdiction to be invalid, illegal, or unenforceable in any respect for any reason, the invalid,
illegal, or unenforceable term, provision, or agreement shall not affect any other term, provision,
or agreement that is contained in this Agreement and this Agreement shall be construed in all
respects as if the invalid, illegal, or unenforceable term, provision, or agreement had never been
contained herein.



     18. Covenants and Agreements as Independent Agreements. Each of the covenants and
agreements that is set forth in this Agreement shall be construed as a covenant and agreement
independent of any other provision of this Agreement. The existence of any claim or cause of
action of the Participant against the Company, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by the Company of the covenants and agreements
that are set forth in this Agreement.



     19. Entire Agreement. This Agreement together with the Plan supersede any and all
other prior understandings and agreements, either oral or in writing, between the parties with
respect to the subject matter hereof and constitute the sole and only agreements between the
parties with respect to the said subject matter. All prior negotiations and agreements between the
parties with respect to the subject matter hereof are merged into this Agreement. Each party to
this Agreement acknowledges that no representations, inducements, promises, or agreements, orally
or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not
embodied in this Agreement or the Plan and that any agreement, statement or promise that is not
contained in this Agreement or the Plan shall not be valid or binding or of any force or effect.



     20. Parties Bound. The terms, provisions, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, and permitted successors and
assigns, subject to the limitation on assignment expressly set forth herein.



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     21. Modification. No change or modification of this Agreement shall be valid or
binding upon the parties unless the change or modification is in writing and signed by the parties;
provided, however, that the Company may change or modify the terms of this Agreement, including,
without limitation, the SAR Price, without the Participant’s consent or signature if the Company
determines, in its sole discretion, that such change or modification is necessary for purposes of
compliance with or exemption from the requirements of Section 409A of the Code or any regulations
or other guidance issued thereunder. Notwithstanding the preceding sentence, the Company may amend
the Plan or revoke the SARs to the extent permitted by the Plan.



     22. Headings. The headings that are used in this Agreement are used for reference and
convenience purposes only and do not constitute substantive matters to be considered in construing
the terms and provisions of this Agreement.



     23. Gender and Number. Words of any gender used in this Agreement shall be held and
construed to include any other gender, and words in the singular number shall be held to include
the plural, and vice versa, unless the context requires otherwise.



     24. Notice. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered only when actually received by the Company or by the Participant, as the
case may be, at the addresses set forth below, or at such other addresses as they have theretofore
specified by written notice delivered in accordance herewith:




     a. Notice to the Company shall be addressed and delivered as follows:


Commercial Metals Company

6565 N. MacArthur, Suite 800

Irving, Texas 75039

Attention: Secretary

Facsimile: (214) 689-4326





     b. Notice to the Participant shall be addressed and delivered as set forth on the
signature page.



     25. Tax Requirements. The Participant is hereby advised to consult immediately with
his or her own tax advisor regarding the tax consequences of this Agreement, including without
limitation, any possible tax consequences of this Agreement in connection with Section 409A of the
Code. The Company or, if applicable, any Subsidiary (for purposes of this Section 25, the
term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to
require the Participant receiving shares of Common Stock issued under the Plan to pay the Company
the amount of any taxes that the Company is required to withhold in connection with the
Participant’s income arising with respect to this Award. Such payments shall be required to be
made when requested by the Company and shall be required to be made prior to the delivery of any
certificate representing shares of Common Stock. Such payment may be made in cash, by check, or,
to the extent permitted by the Committee, through the delivery of shares of Common Stock owned by
the Participant (which may be effected by the actual delivery of shares of Common Stock by the
Participant or, with the Committee’s approval, by the Company’s withholding a number of shares to
be issued upon the exercise of a SAR, if applicable), which shares have an aggregate Fair Market
Value equal to the required minimum withholding payment, or any combination thereof.



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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly
authorized officer, and the Participant, to evidence his or her consent and approval of all the
terms hereof, has duly executed this Agreement, as of the date specified in Section 1
hereof.



	 	 	 	 	 
	 	COMPANY:



COMMERCIAL METALS COMPANY



Murray R. McClean

President & Chief Executive Officer



PARTICIPANT:

 	 
	 	
 	 
	 	Signature 	 
	 	Name (print): 	 	 
	 	Address: 	 	 
	 	 	 	 
	 	 	 	 
	 





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