exv10w4






Exhibit 10.4




AMENDMENT NUMBER ONE TO THE

COMMERCIAL METALS COMPANY

2006 CASH INCENTIVE PLAN




     This AMENDMENT NUMBER ONE TO THE COMMERCIAL METALS COMPANY 2006 CASH INCENTIVE PLAN (this
“Amendment”), dated as of December 31, 2009, is made and entered into by Commercial Metals
Company, a Delaware corporation (the “Company”). Terms used in this Amendment with initial capital
letters that are not otherwise defined herein shall have the meanings ascribed to such terms in the
Commercial Metals Company 2006 Cash Incentive Plan (the “Plan”).



RECITALS




     WHEREAS, Article VII of the Plan provides that the Board of Directors of the Company (the
“Board”) may amend the Plan at any time; and



     WHEREAS, the Board desires to amend the Plan to bring certain provisions of the Plan into
compliance with new requirements under Section 162(m) of the Code.



     NOW, THEREFORE, in accordance with Article VII of the Plan, the Board hereby amends the Plan
as follows:



     1. Article I of the Plan is hereby amended by deleting the definition of “Retirement” from the
Plan.



     2. Section 5.2 of the Plan is hereby amended by deleting said section in its entirety and
substituting in lieu thereof the following new Section 5.2:




     5.2 Forfeiture Upon Termination Prior to Date of Payment. If a
Participant’s employment with the Company and all of its Subsidiaries is terminated
voluntarily by the Participant for any reason, or is terminated by his or her
employer for cause (as determined by such employer) during a Performance Period or
after a Performance Period but prior to the date of actual payment in accordance
with Section 5.1 above, then such Participant will immediately forfeit any
right to receive any Incentive Compensation hereunder for such Performance Period.



     3. Section 5.3 of the Plan is hereby amended by deleting said section in its entirety and
substituting in lieu thereof the following new Section 5.3:




     5.3 Pro Rata Payment for Death, Disability, or Termination without Cause;
New Hires.




     (a) Death or Disability. If during a Performance Period that
does not exceed a Fiscal Year, a Participant’s employment is terminated by
reason of the Participant’s death or Disability, then such Participant
shall, if the Committee so determines, be eligible to receive the full
amount of the Incentive Compensation that would have been payable to such
Participant, if he or she had remained employed until the close of such
Performance Period. If during a Performance Period that exceeds a Fiscal
Year, a Participant’s employment is terminated by reason of the
Participant’s death or Disability, then such Participant shall, if the
Committee so determines, be eligible to receive a pro rata portion of the
Incentive Compensation that would have been payable to such



 









 






Participant, if he or she had remained employed, based on the number of
days worked during the Performance Period and calculated on the basis of his
or her Base Pay received for the Performance Period. Such Incentive
Compensation shall be paid at the time and in the manner set forth in
Section 5.1 hereof.




     (b) Termination Without Cause. If during a Performance Period
a Participant’s employment is terminated by his or her employer without
cause (as determined by such employer) then such Participant shall, if the
Committee so determines, be eligible to receive a pro rata portion of the
Incentive Compensation that would have been payable to such Participant,
based on the achievement of the Performance Goals for such Performance
Period, if he or she had remained employed, based on the number of days
worked during the Performance Period and calculated on the basis of his or
her Base Pay received for the Performance Period. Notwithstanding anything
herein to the contrary, such Incentive Compensation shall be payable only if
the Threshold Achievement for the set of Performance Goals for such
Performance Period is achieved; if such Threshold Achievement is not met, no
Incentive Compensation shall be paid. Such Incentive Compensation shall be
paid at the time and in the manner set forth in Section 5.1 hereof.




     (c) New Hires; Promotions. Any individual who is newly-hired
or becomes an Eligible Employee during a Performance Period and who is
selected by the Committee to participate in the Plan shall be eligible to
receive a pro rata portion of the Incentive Compensation to which he or she
could have been entitled if he or she had been employed for the full
Performance Period, based on the number of days during the Performance
Period during which he or she is a Participant in the Plan and calculated on
the basis of his or her Base Pay received for the Performance Period. Such
Incentive Compensation shall be paid at the time and in the manner set forth
in Section 5.1 hereof.



     4. Except as expressly amended by this Amendment, the Plan shall continue in full force and
effect in accordance with the provisions thereof.



[Signature page to follow]






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     IN WITNESS WHEREOF, the Company has caused this Amendment to be duly executed as of the date
first written above.





	 	 	 	 	 
	 	COMMERCIAL METALS COMPANY 	 
	 	 	 
	 	By:  	/s/
Murray R. McClean
 	 
	 	 	Name:  	Murray R. McClean	 
	 	 	Title:  	President and Chief Executive Officer	 



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