exv10w1



 






Exhibit 10.1




RESTRICTED STOCK AWARD




COMMERCIAL METALS COMPANY

1999 NON-EMPLOYEE DIRECTOR STOCK PLAN



Pursuant to the Commercial Metals Company 1999 Non-Employee Director Stock Plan (the “Plan”)
for non-employee directors of Commercial Metals Company, a Delaware corporation (the “Company”) and
its Subsidiaries,









(the “Participant”)




has been granted a Restricted Stock Award in accordance with Article 4 of the Plan.




     1. Terms of Award. The number of shares of Common Stock awarded under this Award
Agreement is 2,000 shares (the “Awarded Shares”). The Date of Grant of this Award is
___, 20___.



     2. Subject to Plan. This Award 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. The capitalized terms used herein that are defined in the Plan shall
have the same meanings assigned to them in the Plan. This Award Agreement is subject to any rules
promulgated pursuant to the Plan by the Board or the Administrator and communicated to the
Participant in writing.



     3. Vesting. Except as specifically provided in this Agreement and subject to certain
restrictions and conditions set forth in the Plan, the Awarded Shares shall be vested as follows:




       (a) Fifty percent (50%) of the Awarded Shares shall vest on the first anniversary of
the Date of Grant, provided the Participant is providing services as an Outside Director of
the Company on that date.




       (b) The remaining fifty percent (50%) of the Awarded Shares shall vest on the second
anniversary of the Date of Grant, provided the Participant is providing services as an
Outside Director of the Company on that date.


Notwithstanding the foregoing, all Awarded Shares not previously vested shall become fully vested
immediately upon (i) the Participant’s death; (ii) the Participant’s Termination of Service as a
Director as a result of his or her Total and Permanent Disability; (iii) the Participant’s
Termination of Service as a Director as a result of his or her Retirement; or (iv) the occurrence
of a Change in Control.




     4. Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with
Section 3 shall be forfeited on the date of the Participant’s Termination of Service as a
Director. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded
Shares shall cease and terminate, without any further obligations on the part of the Company.



     5. Restrictions on Awarded Shares. Awarded Shares 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.




	 	(a)  	Transfer Restrictions. From the Date of Grant until the date the
Awarded Shares are vested in accordance with Section 3 and no longer subject to
forfeiture in accordance with Section 4 (the “Restriction Period”), neither the
Participant nor any Permitted Transferee shall be permitted to sell, transfer, pledge,
hypothecate, assign, grant any option to purchase, make any short sale of, or otherwise
dispose of or encumber any of the Awarded Shares. Any such transfer, disposition, or
encumbrance shall be null and void ab initio. Notwithstanding the foregoing, the
Participant or a Permitted Transferee may engage in a Permitted Transfer. Upon any
forfeiture, all rights of a Participant or Permitted Transferee with respect to the
forfeited Awarded Shares shall cease and terminate, without any further obligation on
the part of the Company. Following any Permitted Transfer described in Sections
5(c)(i)(2) or (3), the Awarded Shares shall continue to be subject to the same
terms and conditions as were applicable immediately prior to transfer, provided that
for all applicable purposes of this Agreement the term “Participant” shall be deemed to
include the Permitted Transferee. The Company shall have no obligation to inform any
Permitted Transferee of the vesting or forfeiture of the Awarded Shares. Except as
otherwise provided in this Agreement, the Company shall have no obligation to register
with any federal or state securities commission or agency any Awarded Shares that have
been transferred by a Participant under this Section 5(a).
	 
	 	(b)  	Rights of a Shareholder. During the Restriction Period or until
forfeiture of the nonvested Awarded Shares, the Participant shall have all of the
rights of a stockholder of the Company, including the right to vote the Awarded Shares
and the right to receive dividends paid with respect thereto. Any stock dividends paid
with respect to Awarded Shares (whether vested or unvested) shall at all times be
treated as Awarded Shares and shall be subject to all restrictions placed on Awarded
Shares. Stock dividends paid with respect to unvested Awarded Shares shall be unvested.
	 
	 	(c)  	Definitions. For purposes hereof:






	 	(i)  	“Permitted Transfer” means any of the following transfers that
comply with Section 20 of this Agreement: (1) any transfer of Awarded
Shares to the Company, (2) a transfer of Awarded Shares to the spouse (or
former spouse), children or grandchildren of the Participant (“Immediate Family
Members”), (3) a transfer of Awarded Shares to a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (4) a partnership in
which the only partners are (x) such Immediate Family Members and/or (y)
entities which are controlled by Immediate Family Members, provided that in
each case, a Permitted Transferee executes a counterpart of this Agreement in
order to be bound thereby.
	 
	 	(ii)  	“Permitted Transferee” means the recipient of a Permitted Transfer
described in Sections 5(c)(i)(2) or (3).




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     6. Legend. The following legend shall be placed on all certificates representing
Awarded Shares:



On the face of the certificate:





“Transfer of this stock is restricted in accordance with conditions
printed on the reverse of this certificate.”



On the reverse:





“The shares evidenced by this certificate are subject to and
transferable only in accordance with that certain Commercial Metals
Company 1999 Non-Employee Stock Plan, a copy of which is on
file at the principal office of the Company in Dallas, Texas. No
transfer or pledge of the shares evidenced hereby may be made except
in accordance with and subject to the provisions of said Plan. By
acceptance of this certificate any holder, transferee or pledgee
hereof agrees to be bound by all of the provisions of said Plan.”



     The following legend shall be inserted on a certificate evidencing Common Stock issued under
the Plan if the shares were not issued in a transaction registered under the applicable federal and
state securities laws:




“Shares of stock represented by this certificate have been acquired
by the holder for investment and not for resale, transfer or
distribution, have been issued pursuant to exemptions from the
registration requirements of applicable state and federal securities
laws, and may not be offered for sale, sold or transferred other
than pursuant to effective registration under such laws, or in
transactions otherwise in compliance with such laws, and upon
evidence satisfactory to the Company of compliance with such laws,
as to which the Company may rely upon an opinion of counsel
satisfactory to the Company.”



     All Awarded Shares owned by the Participant shall be subject to the terms of this Agreement
and shall be represented by a certificate or certificates bearing the foregoing legend.



     7. Delivery of Certificates. Certificates for Awarded Shares free of restriction under
this Agreement shall be delivered to the Participant promptly after, and only after, the
Restriction Period has expired, such shares are no longer subject to forfeiture pursuant to
Section 4 and the Participant has requested delivery of certificated shares. Certificates
for shares of Common Stock forfeited pursuant to Section 4 shall be promptly returned to the
Company by the Participant. In connection with the issuance of a certificate for Restricted Stock,
the Participant shall endorse such certificate in blank or execute a stock power in a form
satisfactory to the Company in blank and deliver such certificate and executed stock power to the
Company.



     8. Voting. The Participant, as record holder of the Awarded Shares has the exclusive
right to vote, or consent with respect to, such Awarded Shares until such time as the Awarded
Shares are transferred in accordance with this Agreement or a proxy is granted pursuant to
Section 8 below; provided, however, that this Section 8 shall not
create any voting right where the holders of such Awarded Shares otherwise have no such right.



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     9. Proxies. Participant may not grant a proxy to any person, other than a revocable
proxy not to exceed 30 days in duration granted to another stockholder for the sole purpose of
voting for directors of the Company.



     10. Representations, Etc. Each spouse individually is bound by, and such spouse’s
interest, if any, in any Awarded Shares is subject to, the terms of this Agreement. Nothing in
this Agreement shall create a community property interest where none otherwise exists.



     11. Simultaneous Death. If Participant and his or her spouse both suffer a common
accident or casualty which results in their respective deaths within 60 days of each other, it
shall be conclusively presumed, for the purpose of this Agreement, that the Participant died first
and the spouse died thereafter.



     12. 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.



     13. Dispute Resolution.




       (a) Arbitration. All disputes and controversies of every kind and nature
between any parties hereto arising out of or in connection with this Agreement or the
transactions described herein as to the construction, validity, interpretation or meaning,
performance, non-performance, enforcement, operation or breach, shall be submitted to
arbitration pursuant to the following procedures:




          (i) After a dispute or controversy arises, any party may, in a written notice
delivered to the other parties to the dispute, demand such arbitration. Such notice
shall designate the name of the arbitrator (who shall be an impartial person)
appointed by such party demanding arbitration, together with a statement of the
matter in controversy.




          (ii) Within 30 days after receipt of such demand, the other parties shall, in a
written notice delivered to the first party, name such parties’ arbitrator (who
shall be an impartial person). If such parties fail to name an arbitrator, then the
second arbitrator shall be named by the American Arbitration Association (the
“AAA”). The two arbitrators so selected shall name a third arbitrator (who
shall be an impartial person) within 30 days, or in lieu of such agreement on a
third arbitrator by the two arbitrators so appointed, the third arbitrator shall be
appointed by the AAA. If any arbitrator appointed hereunder shall die, resign,
refuse or become unable to act before an arbitration decision is rendered, then the
vacancy shall be filled by the method set forth in this Section 13 for the
original appointment of such arbitrator.




          (iii) Each party shall bear its own arbitration costs and expenses. The
arbitration hearing shall be held in Dallas, Texas at a location designated by a
majority of the arbitrators. The Commercial Arbitration Rules of the American
Arbitration Association shall be incorporated by reference at such hearing and the
substantive laws of the State of Texas (excluding conflict of laws provisions) shall
apply.




          (iv) The arbitration hearing shall be concluded within 10 days unless otherwise
ordered by the arbitrators and the written award thereon shall be made within 15
days after the close of submission of evidence. An award rendered by a majority of
the arbitrators


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appointed pursuant to this Agreement shall be final and binding on
all parties to the proceeding, shall
resolve the question of costs of the arbitrators and all related matters, and
judgment on such award may be entered and enforced by either party in any court of
competent jurisdiction.




          (v) Except as set forth in Section 13(b), the parties stipulate that the
provisions of this Section 13 shall be a complete defense to any suit, action
or proceeding instituted in any federal, state or local court or before any
administrative tribunal with respect to any controversy or dispute arising out of
this Agreement or the transactions described herein. The arbitration provisions
hereof shall, with respect to such controversy or dispute, survive the termination
or expiration of this Agreement.




No party to an arbitration may disclose the existence or results of any arbitration
hereunder without the prior written consent of the other parties; nor will any party to an
arbitration disclose to any third party any confidential information disclosed by any other
party to an arbitration in the course of an arbitration hereunder without the prior written
consent of such other party.




     (b) Emergency Relief. Notwithstanding anything in this Section 13 to the
contrary, any party may seek from a court any provisional remedy that may be necessary to
protect any rights or property of such party pending the establishment of the arbitral
tribunal or its determination of the merits of the controversy or to enforce a party’s
rights under Section 13.



     14. Participant’s Representations. Notwithstanding any of the provisions hereof, the
Participant hereby agrees that he will not acquire any Awarded Shares, and that the Company will
not be obligated to issue any Awarded Shares to the Participant hereunder, if the issuance of such
shares shall constitute a violation by the Participant or the Company of any provision of any law
or regulation of any governmental authority. Any determination in this connection by the Company
shall be final, binding, and conclusive. The obligations of the Company and the rights of the
Participant are subject to all applicable laws, rules, and regulations.



     15. Participant’s Acknowledgments. The Participant acknowledges receipt of a copy of
the Plan, which is annexed hereto, and represents that he or she is familiar with the terms and
provisions thereof, and hereby accepts this Award 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 Board or the Committee upon any questions arising under the Plan or this
Agreement.



     16. 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).



     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



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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. No person or entity
shall be permitted to acquire any Awarded Shares without first executing and delivering an
agreement in the form satisfactory to the Company making such person or entity subject to the
restrictions on transfer contained in Section 4 hereof.



     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.
Notwithstanding the preceding sentence, the Company may amend the Plan 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

Attn: ___

Facsimile: (___) ___-___



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



[Signature Page to Follow]




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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 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
	 
	 	 	 	 	 	 
	

	 	By:	 	 
	

	 	 	
	 	 
	

	 	Name:	 	 
	

	 	 	 	
	 	 
	

	 	Title:	 	 
	

	 	 	 	
	 	 
	 
	 	 	 	 	 	 
	 	 	PARTICIPANT:
	 
	 	 	 	 	 	 
	 	 	
	 	 
	 	 	Signature
	 
	 	 	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	
	 	 
	

	 	Address:	 	 
	

	 	 	 	
	 	 
	

	 	 	 	
	 	 







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