EX-10.1



 Exhibit 10.1 

Execution Copy 

SEPARATION AGREEMENT 

This Separation Agreement (“Agreement”) is entered into as of this
29th day of September, 2016 by and between Commercial Metals Company, a Delaware corporation, with principal offices at 6565 N. MacArthur Blvd, Irving, Texas 75039 (the
“Company”) and John C. Elmore (“Executive”). The Company and the Executive are individually referred to herein as a “Party” and collectively as the
“Parties”). 
 WHEREAS, the Company has employed Executive since July 2, 2012 through the present (the
“Employment Relationship”), as Senior Vice President of the Company and President—International Division, and Executive has faithfully performed his responsibilities as an executive of the Company; and 

WHEREAS, Executive and the Company entered into an employment agreement dated May 29, 2012, as amended from time to time (the
“Employment Agreement”); and 
 WHEREAS, the Company and Executive entered into the Commercial Metals Company
Executive Employment Continuity Agreement dated as of July 2, 2012 (the “EECA”); and 
 WHEREAS,
Executive and the Company agree to Executive’s separation from employment effective September 29, 2016; and 
 WHEREAS, the
Parties now desire to enter into this Agreement to set forth the terms and conditions relating to the extinguishment of the Employment Relationship and the Parties herewith furthermore intend to settle all possible open issues in connection with the
Employment Relationship and its termination; 
 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
below, the Parties agree as follows: 
 1. Executive and the Company have mutually agreed that Executive shall separate from his position as Senior Vice
President of the Company and President – International Division, as well as any and all other officer and director positions with the Company and its subsidiaries, effective as of September 29, 2016 (the “Separation
Date”), at which time his employment with the Company and its subsidiaries shall terminate. The Company shall continue to employ Executive until the Separation Date; and his salary and all benefits will remain unchanged until such date.
Executive will not be required to be present in the company offices, but agrees that his services shall be available to the Company as needed through the Separation Date and will be subject to the same standards of conduct and performance applicable
to all officers and managers of the Company. Other than as provided in this Agreement, Executive waives and agrees that he shall not receive any other compensation or benefits from the Company. 

2. Subject to (i) Executive’s release and waiver of claims and agreement to comply with the non-competition obligations referenced herein,
(ii) Executive’s execution of this Agreement, (iii) an affirmation and release of claims (in the form of Attachment A) (the “Affirmation”) to be executed on or within twenty-one (21) days after
(but not before) the Separation Date, (iv) expiration of applicable revocation periods (without revocation), and (vi) payroll tax withholding required by federal, state or local law, the Company shall pay Executive the following: 

(a) a payment in the gross amount of $1,160,000.00, which is equivalent to two years annual base salary, to be paid in one lump sum
payment to be made on the first regularly scheduled Company payroll date following the six-month anniversary of the Separation Date. 







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 (b) a payment of the Executive’s annual performance bonus
based on the formulaic calculation in the Company’s FY2016 Annual Performance Bonus Program as approved and amended by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”)
and payable not later than November 14, 2016. 
 (c) the health benefits and other perquisites to which Executive is currently
entitled shall cease as of the Separation Date pursuant to the terms of the applicable plan documents as may be amended, but the Executive shall receive fully-subsidized COBRA coverage, paid for by the Company, continuing for eighteen
(18) months following the Separation Date. 
 (d) Any previously unvested employer contributions to Executive’s account in the
Commercial Metals Companies 2005 Benefits Restoration Plan, as amended and restated effective September 1, 2014, shall be vested in full on the Separation Date. 

(e) As approved by the Compensation Committee, the equity awards held by the Executive shall become vested and payable as shown below:

  

	 	(i)	9,540 outstanding time-vested restricted stock units (“RSUs”) granted on October 22, 2013 shall become vested and the related shares of Company common stock shall be issued to Executive on the 40th day following the Separation Date, and deposited into Executive’s E*Trade account. 

  

	 	(ii)	20,270 outstanding time-vested RSUs granted on October 27, 2014 shall become vested and the related shares of Company common stock shall be issued to Executive on the 40th day after the Separation Date, and deposited
into Executive’s E*Trade account. 

  

	 	(iii)	30,983 outstanding time-vested RSUs granted on October 26, 2015 shall become vested and the related shares of Company common stock shall be issued to Executive on the
40th day following the Separation Date, and deposited into Executive’s E*Trade account. 

  

	 	(iv)	Notwithstanding the provisions of Executive’s Performance Stock Unit Award Agreement dated October 22, 2013, mandating the forfeiture of unvested performance stock units (“PSUs”) upon
Executive’s termination of employment with the Company, in the event the Company achieves all the performance-vesting criteria and the stock awards vest for holders of PSUs generally, the Company will issue to Executive a number of shares of
Company common stock equal to the number of PSUs that are earned based on the achievement of such performance criteria, according to the calculation in the award agreement. The Company agrees to issue such shares no later than sixty (60) days
following the last day of the performance period ending on August 31, 2016. The actual number of PSUs that will vest will be based on the performance cycle results. For illustration purposes, should the Company’s performance achieve a target
vesting, Executive would be entitled to 28,612 shares. 

  

  
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	 	(v)	Notwithstanding the provisions of Executive’s Performance Stock Unit Award Agreement dated October 27, 2014, mandating the forfeiture of unvested PSUs upon Executive’s termination of employment with the
Company, in the event the Company achieves all of the performance-vesting criteria and the stock awards vest for holders of PSUs generally, the Company will issue to Executive a number of shares of Company common stock equal to the prorated portion
of the PSUs that are earned based on the achievement of such performance criteria, according to the calculation in the award agreement. The Company agrees to issue such shares no later than sixty (60) days following the last day of the performance
period ending on August 31, 2017. The actual number of PSUs that will vest will be based on the performance cycle results, and the remaining PSUs shall be forfeited. For illustration purposes, should the Company’s performance achieve a
target vesting, Executive’s pro rata portion would yield 20,407 shares, and Executive’s rights with respect to the remaining shares would be forfeited. 

  


	 	(vi)	Notwithstanding the provisions of Executive’s Performance Stock Unit Award Agreement dated October 26, 2015, mandating the forfeiture of unvested PSUs upon Executive’s termination of employment with the
Company, in the event the Company achieves all of the performance-vesting criteria and the stock awards vest for holders of PSUs generally, the Company will issue to Executive a number of shares of Company common stock equal to the prorated portion
of the PSUs that are earned based on the achievement of such performance criteria, according to the calculation in the award agreement. The Company agrees to issue such shares no later than sixty (60) days following the last day of the performance
period ending on August 31, 2018. The actual number of PSUs that will vest will be based on the performance cycle results, and the remaining PSUs shall be forfeited. For illustration purposes, should the Company’s performance achieve a target
vesting, Executive’s pro rata portion would yield 10,497 shares, and Executive’s rights with respect to the remaining shares would be forfeited. 


(f) On or before the first regular payday following the Separation Date, the Company will pay Executive for twenty (20) days of accrued,
unused vacation pay. 
 (g) As additional consideration, the Company shall pay up to a maximum of $67,500.00 for certain outplacement career
consulting services for the Executive for up to twelve (12) months with an outplacement consultant mutually agreed upon by the Executive and the Company. Such services shall be paid directly by the Company to the consulting service and not by
the Executive. Executive must initiate services with an outplacement career consulting firm within one hundred twenty (120) days following the Separation Date. 

(h) The EECA shall terminate and be of no further force or effect and Executive shall forfeit all entitlements he may have under the EECA as
of the 90th day after the Separation Date, unless a Change in Control, as defined in the EECA, has occurred prior to the 90th day after the
Separation Date. If a Change in Control occurs within 90 days after the Separation Date, then Executive shall be entitled to the benefits payable pursuant to the terms of the EECA, reduced by the benefits payable under this Agreement. Except as
otherwise stated below, the Employment Agreement shall terminate as of the Separation Date; provided, however, that Paragraphs 9 through 18 of the Employment Agreement shall survive and continue in full force and effect. 


  
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 3. To the extent any benefits provided by the Company under Paragraph 2(c) are
taxable to the Executive, such benefits, for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), shall be provided as separate monthly in-kind payments of those benefits. To
the extent any such benefits are subject to and not otherwise exempt from Section 409A, the provision of such in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in another calendar year, and the
rights to such in-kind benefits shall not be subject to liquidation or exchange for another benefit. With respect to reimbursement of expenses, the amount of expenses eligible for reimbursement during a calendar year shall not affect the expenses
eligible for reimbursement in any other calendar year. The Company shall make all reimbursements and payments no later than the last day of the calendar year following the calendar year in which the expenses were incurred. 

4. Executive agrees that the terms of his various restrictive covenants, as set forth in Paragraphs 9 through 15 of the Employment Agreement, are valid
and enforceable. Without limiting any other rights available to the Company under applicable law, the Company shall have the right (a) to obtain injunctive relief should Executive breach any of the covenants referenced herein; (b) to
discontinue all amounts payable under this Agreement from the date the Company obtains any injunctive, other equitable or other relief from a court (or arbitrator, if applicable) in connection with an alleged or actual breach by Executive of any of
the covenants referenced herein; and (c) to recover all payments made under this Agreement as of the date of any breach by Executive of any of the covenants referenced herein as determined by a court (or arbitrator, if applicable). 

5. In consideration of the mutual promises and covenants contained in this Agreement and after adequate opportunity to consult with legal counsel: 

(a) Except as provided for in subparts (f) and (g) below or as otherwise prohibited by law, Executive for himself and each of his
respective heirs, representatives, agents, successors, and assigns, irrevocably and unconditionally releases and forever discharges the Company and its respective current and former officers, directors, shareholders, employees, representatives,
heirs, attorneys, and agents, as well as its respective predecessors, parent companies, subsidiaries, affiliates, divisions, successors, and assigns and its respective current and former officers, directors, shareholders, employees, representatives,
attorneys, and agents (collectively the “Released Parties”), from any and all causes of action, claims, actions, rights, judgments, obligations, damages, demands, accountings, or liabilities of whatever kind or character,
which Executive may have against them, or any of them, by reason of or arising out of, touching upon, or concerning Executive’s employment with the Company or his separation from the Company or the Employment Agreement, that exist or may exist
as of the date Executive signs this Agreement. Executive acknowledges that this release of claims specifically includes, but is not limited to, any and all claims for fraud; pay in lieu of, or receipt of, advance notice of termination of employment,
breach of contract; breach of the implied covenant of good faith and fair dealing; inducement of breach; interference with contractual rights; wrongful or unlawful discharge or demotion; violation of public policy; invasion of privacy; intentional
or negligent infliction of emotional distress; intentional or negligent misrepresentation; conspiracy; failure to pay wages, benefits, vacation pay, expenses, severance pay, attorneys’ fees, or other compensation of any sort; defamation;
unlawful effort to prevent employment; discrimination on the basis of race, color, sex, sexual orientation, national origin, ancestry, religion, age, disability, medical condition, or marital status; any claim under Title VII of the Civil Rights Act
of 1964 (Title VII, as amended), 42 U.S.C. § 2000, et seq., the Civil Rights Act of 1991, the Age Discrimination in Employment Act (“ADEA’’), 29 U.S.C. § 621, et seq., the
Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. § 626(f), the Equal Pay Act, the Family and Medical Leave Act (“FMLA”), the Americans with Disabilities Act
(“ADA”), the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Occupational Safety and Health Act (“OSHA”) or any other


  
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 health and/or safety laws, statutes, or regulations, the Employee Retirement Income
Security Act of 1974 (“ERISA”), the Internal Revenue Code of 1986, as amended; the Lilly Ledbetter Fair Pay Act of 2009, the Genetic Information and Nondiscrimination Act (“GINA”) and any
and all other foreign, federal, state, or local laws, common law, or case law, including but not limited to all statutes, regulations, common law. 

(b) Executive represents and agrees that (except as otherwise provided in subpart (g) below), prior to signing this Agreement, he has not
filed or pursued any complaints, charges, or lawsuits of any kind with any court, governmental or administrative agency, or arbitral forum against the Company, or any other person or entity released under Paragraph 5(a) above, asserting any claims
whatsoever. Executive understands and acknowledges that, in the event he commences any proceeding in violation of this Agreement, he waives and is estopped from receiving any monetary award or other legal or equitable relief in such proceeding
(except as otherwise provided in subpart (g) below). 
 (c) Subject to subpart (g) below: (i) Executive represents and
warrants that Executive is not aware of any (A) violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind, or (B) any facts or circumstances relating to any alleged
violations, allegations or claims that the Company has violated any federal, state, local or foreign law or regulation of any kind, of which Executive has not previously made the executive leadership team aware and (ii) if, during the two
(2) year period following the Separation Date, Executive learns of any such information, Executive shall immediately inform the Company’s General Counsel. 

(d) Executive represents and warrants that he has not assigned or subrogated any of his rights, claims, and/or causes of action, including any
claims referenced in this Agreement, or authorized any other person or entity to assert such claim or claims on his behalf, and he agrees to indemnify and hold harmless the Company against any assignment of said rights, claims, and/or causes of
action. 
 (e) In accordance with Paragraph 4 above, if Executive should breach any of his obligations under this Agreement or the
Employment Agreement, the Company shall have no further obligation to make the payments described in this Agreement. 
 (f) This release
shall not apply to any of the Company’s obligations under this Agreement, COBRA continuation coverage benefits or any accrued and vested benefits under an employee benefit plan subject to ERISA (other than any severance benefits). Without
limiting the foregoing, nothing in this Agreement shall affect or apply to Executive’s rights and benefits in and to: (i) the Commercial Metals Companies Retirement Plan, as amended and restated effective as of January 1, 2016, and
the Commercial Metals Companies 2005 Benefits Restoration Plan, as amended and restated effective September 1, 2014. Executive will retain all rights and benefits in accordance with applicable plan documents. Executive understands and
acknowledges that, consistent with the terms of the plans referenced above, he will be eligible for and entitled to all future payments or distributions to which Executive is or may be entitled to receive as a result of his participation in these
plans for plan years or performance periods ending after the Separation Date. Executive’s active participation in all such plans and programs will cease on the Separation Date, however, consistent with the terms of the plans referenced above
all benefits or compensation under such plans and programs that Executive has earned or in the future may be credited to Executive’s account or to which Executive will become entitled to receive under such plans and programs by virtue of his
service through the Separation Date will be payable pursuant to the terms of such plans; and (ii) payment of accrued, unpaid salary and reimbursement of eligible business expenses through the Separation Date. 

(g) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Executive from confidentially or otherwise
communicating or filing a charge or complaint with 

  
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 a governmental or regulatory entity, participating in a governmental or regulatory
entity investigation, or giving truthful testimony or making other disclosures to a governmental or regulatory entity (in each case, without having to disclose any such conduct to the Company), or from responding if properly subpoenaed or otherwise
required to do so under applicable law. In addition, nothing in this Agreement limits Executive’s right to receive an award from a governmental or regulatory entity for information provided to such an entity (and not as compensation for actual
or alleged personal injury or damages to Executive). 
 6. Executive shall, immediately following execution of this Agreement, to the extent not
previously returned or delivered (subject to Paragraph 5(g) above): (a) return all equipment, records, files, documents, data, programs or other materials and property in Executive’s possession, custody or control which relates or belongs
to the Company or any one or more of its affiliates, including, without limitation, all, Confidential Information (defined below), computer equipment, access codes, messaging devices, credit cards, cell phones, keys and access cards; and
(b) deliver all original and copies of confidential information, electronic data, notes, materials, records, plans, data or other documents, files or programs (whether stored in paper form, computer form, digital form, electronically or
otherwise, on Company equipment or Executive’s personal equipment) that relate or refer in any to (1) the Company or any one or more of its affiliates, its business or its employees, or (2) the Company’s Confidential Information
or similar information. By signing this Agreement, Executive represents and warrants that Executive has not retained and has or shall timely return and deliver all the items described or referenced in subsections (a) or (b) above; and,
that should Executive later discover additional items described or referenced in subsections (a) or (b) above, Executive shall promptly notify the Company and return/deliver such items to the Company. Confidential Information means
information (1) disclosed to or known by Executive as a consequence of or through his employment with the Company or one of its affiliates; and (2) which relates to any aspect of the Company’s or an affiliate’s business,
research, or development. “Confidential Information” includes, but is not limited to, the Company’s or an affiliate’s trade secrets, proprietary information, business plans, marketing plans, financial information,
employee performance, compensation and benefit information, cost and pricing information, identity and information pertaining to customers, suppliers and vendors, and their purchasing history with the Company, any business or technical information,
design, process, procedure, formula, improvement, or any portion or phase thereof, that is owned by or has, at the time of termination, been used by the Company, any information related to the development of products and production processes, any
information concerning proposed new products and production processes, any information concerning marketing processes, market feasibility studies, cost data, profit plans, capital plans and proposed or existing marketing techniques or plans,
financial information, including, without limitation, information set forth in internal records, files and ledgers, or incorporated in profit and loss statements, fiscal reports, business plans or other financial or business reports, and information
provided to the Company or an affiliate by a third party under restrictions against disclosure or use by the Company or others. 
 7. Executive shall
not, directly or indirectly, disclose, communicate, or publish in any format any libelous, defamatory, or disparaging information concerning the Company, its executives, officers, Board of Directors, its parents, subsidiaries, affiliates, employees,
operations, technology, proprietary or technical information, strategies or business whatsoever, or cause others to disclose, communicate, or publish any disparaging information concerning the same (subject to Paragraph 5(g) above). The Company
agrees that the individuals who held positions on the Company’s “Senior Leadership Team” (as such term is utilized within the Company) as of September 29, 2016, will refrain at all times while they are employed by the Company,
from directly or indirectly disclosing, communicating, or publishing in any format any libelous, defamatory, or disparaging information concerning Executive, directed to any person or entity other than a member of the Company’s Board of
Directors or any member of the Senior Leadership Team. Notwithstanding anything to the contrary in this Paragraph 7, nothing shall prohibit 

  
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 Executive, the Company or any member of the Senior Leadership Team from giving truthful
testimony or evidence to a governmental entity, or if properly subpoenaed or otherwise required to do so under applicable law. 
 8. During the two
(2) year period following the Separation Date, Executive hereby agrees to provide his full cooperation, at the request of the Company, with any of the Released Parties in the transitioning of his job duties and responsibilities, any and all
investigations or other legal, equitable or business matters or proceedings which involve any matters for which Executive worked on or had responsibility during his employment with the Company. During the two (2) year period following the
Separation Date, Executive also agrees to be reasonably available to the Company or its representatives to provide general advice or assistance as requested by the Company. This includes, but is not limited to, testifying (and preparing to testify)
as a witness in any proceeding or otherwise providing information or reasonable assistance to the Company in connection with any investigation, claim or suit, and cooperating with the Company regarding any investigation, litigation, claims or other
disputed items involving the Company that relate to matters within the knowledge or responsibility of Executive (subject to Paragraph 5(g) above). Specifically, Executive agrees (i) to meet with the Company’s representatives, its counsel
or other designees at reasonable times and places with respect to any items within the scope of this provision; (ii) to provide truthful testimony regarding same to any court, agency or other adjudicatory body; (iii) to provide the Company
with immediate notice of contact or subpoena by any non-governmental adverse party, and (iv) to not voluntarily assist any such non-governmental adverse party or such non-governmental adverse party’s representatives. Executive acknowledges
and understands that his obligations of cooperation under this Paragraph 8 are not limited in time and may include, but shall not be limited to, the need for or availability for testimony. Executive shall receive no additional compensation for time
spent assisting the Company pursuant to this Paragraph 8, provided that Executive shall be reimbursed by the Company for any reasonable out-of-pocket travel expenses incurred by Executive in providing assistance pursuant to this Paragraph 8 (subject
to the Company’s business expense policies then in effect). 
 9. In consideration of the Company’s promises in Paragraph 2 and otherwise in
this Agreement, Executive hereby reaffirms, and shall fully comply with and abide by, the covenants in Paragraph 9 (“Non-Competition, Non-Solicitation, and Confidentiality) of the Employment Agreement, and that Paragraphs 9, 10
(“Remedies”), 11 (“Reformation), 12 (“Tolling”) and 13 (“Notice to Future Employers”) of the Employment Agreement (which shall survive this Agreement (if applicable) and Executive’s termination from
employment), Executive and the Company agree to the following: 
 (a) The restricted period for Executive’s agreement not to compete
with the Company, contained in Paragraph 9(a) of the Employment Agreement, shall continue from the present through March 29, 2018. 

(b) Executive further agrees that from the present through March 29, 2018, he shall not, without the prior written consent of the Chief
Executive Officer of the Company, consult with, provide information to, or perform services for any investment firm, financier, or other person or entity which Executive knows, after reasonable inquiry, is considering or pursuing acquisition of the
Company or an investment in the Company of more than $25,000.00. 
 (c) The restricted period for Executive’s agreement not to solicit
certain customers and employees, as contained in Paragraph 9(c) of the Employment Agreement, continue from the present through September 29, 2018; and 

  
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 (d) Without waiving the Company’s right to enforce the foregoing
provisions of Paragraph 9(a) of this Agreement and Paragraph 9 of the Employment Agreement, the Company agrees that Executive may request a reasonable waiver of these provisions. 

10. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or
unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect and such invalid or unenforceable provision shall be
reformulated by such court to preserve the intent of the Parties hereto. 
 11. All of the terms and provisions contained in this Agreement shall inure
to the benefit of and shall be binding upon the Parties hereto and their respective heirs, legal representatives, successors, and assigns. 
 12. This
Agreement may be executed in counterparts, each of which shall be deemed an original. 
 13. This Agreement shall not in any way be construed as an
admission that the Company, Executive, or any other individual or entity has any liability to or acted wrongfully in any way with respect to Executive, the Company, or any other person. 

14. The Company represents that it has the authority to enter into this Agreement and has obtained all necessary corporate approvals necessary to do so.
Executive represents and warrants that he has been advised in writing to consult with an attorney before signing this Agreement; that he has had an opportunity to be represented by independent legal counsel of his own choosing throughout all of the
negotiations preceding the execution of this Agreement; that he has executed this Agreement after the opportunity for consultation with his independent legal counsel; that he is of sound mind and body, competent to enter into this Agreement, and is
fully capable of understanding the terms and conditions of this Agreement; that he has carefully read this Agreement in its entirety; that he has had reasonable opportunity to have the provisions of the Agreement explained to his by his own counsel;
that he fully understands the terms and significance of all provisions of this Agreement; that he voluntarily assents to all the terms and conditions contained in this Agreement; and that he is signing the Agreement of his own force and will,
without any coercion or duress. 
 15. Except as otherwise specifically provided herein, this Agreement and Paragraphs 9 (“Non-Competition,
Non-Solicitation, and Confidentiality), 10 (“Remedies”), 11 (“Reformation), 12 (“Tolling”) and 13 (“Notice to Future Employers”) and the other surviving provisions of the Employment Agreement constitute the entire
agreement and understanding of the Parties with respect to the subject matter hereof and with respect to Executive’s employment with the Company, contains all the covenants, promises, representations, warranties, and agreements between the
Parties with respect to Executive’s separation from the Company and its subsidiaries and all positions therewith, and supersedes all prior employment or severance or other agreements between Executive and the Company and its subsidiaries,
whether written or oral, or any of its predecessors or affiliates. Except as otherwise provided herein, Executive acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either Party, or by anyone
acting on behalf of either Party, which is not embodied herein, and that no agreement, statement, or promise relating to Executive’s separation from the Company and its subsidiaries that is not contained in this Agreement shall be valid or
binding. Executive represents and acknowledges that in executing this Agreement, he does not rely, and has not relied, upon any representation(s) by the Company or its agents except as expressly contained in this Agreement. Any modification of this
Agreement will be effective only if it is in writing and signed by both Parties. 

  
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 16. No failure by either Party hereto at any time to give notice of any breach by the
other Party of, or to require compliance with, any condition or provision of this Agreement shall (i) be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time or (ii) preclude
insistence upon strict compliance in the future. 
 17. Executive agrees that, as a condition to receipt of the consideration described herein above, he
shall sign an affirmation of the waiver and release contained in this Agreement on the Separation Date. The form of affirmation to be signed by Executive is attached as Attachment A hereto. 

18. This Agreement is entered into under, and shall be governed for all purposes by; the laws of the State of Texas without giving effect to any choice
of law principles and venue over any claim relating to this Agreement shall rest exclusively in the state district courts of Dallas County, Texas or the United States District Court for the Northern District of Texas, Dallas Division. 

19. Executive, by Executive’s free and voluntary act of signing below, (i) acknowledges that he has been given a period of at least twenty-one
(21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that he has been advised in writing to consult with an attorney prior to executing this Agreement, (iii) acknowledges that he understands that
this Agreement specifically releases and waives all rights and claims Executive may have under the ADEA on or prior to the date on which Executive signs this Agreement, and for valuable consideration to which he otherwise would not be entitled, and
(iv) agrees to all of the terms of this Agreement and intends to be legally bound thereby. Furthermore, Executive acknowledges that the promises and benefits provided for in Paragraph 2 of this Agreement will be delayed until this Agreement
(including Attachment A) becomes effective, enforceable and irrevocable. This Agreement will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Executive. During the seven-day period
following the date on which Executive executes this Agreement, Executive may revoke his agreement to accept the terms hereof by indicating his revocation in writing to the General Counsel of the Company. If Executive exercises his right to revoke
hereunder, Executive shall not be eligible to receive and shall forfeit his right to receive any of the payments or benefits provided for herein, and to the extent such payments or benefits have already been made, Executive agrees that he will
immediately reimburse the Company for the amounts of such promises and benefits. 
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 WHEREFORE, the Parties, by their signatures below, evidence their agreement
to the provisions stated above: 
  

	
	COMMERCIAL METALS COMPANY
	
	/s/ Barbara R. Smith
	 Barbara R. Smith
 Chief Operating Officer

Date:   September 29, 2016

	
	EXECUTIVE
	
	/s/ John C. Elmore
	 John C. Elmore

Date:   September 29, 2016




  
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 ATTACHMENT A 

AFFIRMATION AND ADDITIONAL RELEASE 

(“AFFIRMATION”) 

By my signature below, I hereby re-execute and affirm the Separation Agreement dated September 29, 2016 (the “Agreement”),
including, but not limited to, the release and waiver of claims to the extent set forth in the Agreement. Further, I hereby release and waive any and all claims described in Paragraph 5 of the Agreement that exist or may exist on or prior to the
date I sign this Affirmation (including, without limitation, claims under the ADEA). I understand that I (a) may not sign this Affirmation until on or after my Separation Date and (b) must return a signed copy of this Affirmation to the
Company within 21 days after my Separation Date. 
 Executive, by Executive’s free and voluntary act of signing below,
(i) acknowledges that he has been given a period of at least twenty-one (21) days to consider whether to agree to the terms contained herein, (ii) acknowledges that he has been advised in writing to consult with an attorney prior to
executing this Affirmation, (iii) acknowledges that he understands that this Agreement specifically releases and waives all rights and claims Executive may have under the ADEA on or prior to the date on which Executive signs this Affirmation,
and for valuable consideration to which he otherwise would not be entitled, and (iv) agrees to all of the terms of this Affirmation and the Agreement and intends to be legally bound thereby. 

Furthermore, Executive acknowledges that the promises and benefits provided for in Paragraph 2 of the Agreement will be delayed until the
Agreement and this Affirmation become effective, enforceable and irrevocable. This Affirmation will become effective, enforceable and irrevocable on the eighth day after the date on which it is executed by Executive. During the seven-day period
following the date on which Executive executes this Affirmation, Executive may revoke his agreement to accept the terms of this Affirmation by indicating his revocation in writing to the General Counsel of the Company. If Executive exercises his
right to revoke this Affirmation, Executive shall not be eligible to receive and shall forfeit his right to receive any of the payments or benefits provided in the Agreement, and to the extent such payments or benefits have already been made,
Executive agrees that he will immediately reimburse the Company for the amounts of such promises and benefits. 
 Terms not defined in this
Affirmation shall have the same meaning as defined in the Agreement. 
  

	
	EXECUTIVE
	
	   

	 John C. Elmore
 Date:
                    , 2016




  
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