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    Exhibit 10(iii)(a)



 




    COMMERCIAL
    METALS COMPANY



 




    1999
    NON-EMPLOYEE DIRECTOR STOCK PLAN



 




    Second
    Amendment and Restatement



 



    The Commercial Metals Company 1999 Non-Employee Director Stock
    Option Plan (hereinafter called the “Plan”) was
    adopted by the Board of Directors of Commercial Metals Company,
    a Delaware corporation (hereinafter called the
    “Company”). The Plan was originally effective as of
    November 22, 1999 and the Plan was amended and restated
    effective January 27, 2005. This second amended and
    restated version of the Plan is effective January 1, 2007.



 




    ARTICLE 1

    



 




    PURPOSE
    



 



    The purpose of the Plan is to attract and retain Outside
    Directors of the Company and to provide such persons with a
    proprietary interest in the Company through the granting of
    nonqualified stock options, restricted stock and restricted
    stock units that will:



 



    (a) increase the interest of such persons in the
    Company’s welfare;



 



    (b) furnish an incentive to such persons to continue their
    services for the Company; and



 



    (c) provide a means through which the Company may attract
    able persons as directors.



 



    With respect to any Participant who is subject to the reporting
    requirements of Section 16 of the Securities Exchange Act
    of 1934 (the “1934 Act”), the Plan and all
    transactions under the Plan are intended to comply with all
    applicable conditions of
    Rule 16b-3
    promulgated under the 1934 Act. To the extent any provision
    of the Plan or action by the Committee fails to so comply, it
    shall be deemed null and void ab initio, to the extent permitted
    by law and deemed advisable by the Committee.



 




    ARTICLE 2

    



 




    DEFINITIONS
    



 



    For the purpose of the Plan, unless the context requires
    otherwise, the following terms shall have the meanings indicated:



 



    2.1  [Reserved]



 



    2.1A  “Award” means the grant of any
    Stock Option, Restricted Stock or Restricted Stock Units. To the
    extent an Award issued under the Plan is subject to
    Section 409A of the Code, such Award shall be issued in
    compliance with the applicable requirements of Section 409A
    of the Code and the regulations or other guidance issued
    thereunder.



 



    2.1B  “Award Agreement” means a
    written agreement between a Participant and the Company that
    sets out the terms of the Award.



 



    2.2  “Board” means the board of
    directors of the Company.



 



    2.3  “Change of Control” means any of
    the following: (i) any consolidation, merger or share
    exchange of the Company in which the Company is not the
    continuing or surviving corporation or pursuant to which shares
    of the Company’s Common Stock would be converted into cash,
    securities or other property, other than a consolidation, merger
    or share exchange of the Company in which the holders of the
    Company’s Common Stock immediately prior to such
    transaction have the same proportionate ownership of Common
    Stock of the surviving corporation immediately after such
    transaction; (ii) any sale, lease, exchange or other
    transfer (excluding transfer by way of




    

    1








 






    pledge or hypothecation) in one transaction or a series of
    related transactions, of all or substantially all of the assets
    of the Company; (iii) the stockholders of the Company
    approve any plan or proposal for the liquidation or dissolution
    of the Company; (iv) the cessation of control (by virtue of
    their not constituting a majority of directors) of the Board by
    the individuals (the “Continuing Directors”) who
    (x) at the date of this Plan were directors or
    (y) become directors after the date of this Plan and whose
    election or nomination for election by the Company’s
    stockholders, was approved by a vote of at least two-thirds
    (2/3)of the directors then in office who were directors at the
    date of this Plan or whose election or nomination for election
    was previously so approved; (v) the acquisition of
    beneficial ownership (within the meaning of
    Rule 13d-3
    under the 1934 Act) of an aggregate of 15% of the voting
    power of the Company’s outstanding voting securities by any
    person or group (as such term is used in
    Rule 13d-5
    under the 1934 Act), provided, however, that
    notwithstanding the foregoing, an acquisition shall not
    constitute a Change of Control hereunder if the acquirer is
    (w) Daniel E. Feldman, Moses Feldman, Robert L. Feldman, or
    Sara B. Feldman (the “Feldmans”), or any of his or her
    affiliates, so long as the Feldmans and their affiliates do not
    beneficially own an aggregate of 25% or more of the shares of
    Common Stock then outstanding, (x) a trustee or other
    fiduciary holding securities under an employee benefit plan of
    the Company and acting in such capacity, (y) a Subsidiary
    of the Company or a corporation owned, directly or indirectly,
    by the stockholders of the Company in substantially the same
    proportions as their ownership of voting securities of the
    Company or (z) any other person whose acquisition of shares
    of voting securities is approved in advance by a majority of the
    Continuing Directors; or (vi) in a Title 11 bankruptcy
    proceeding, the appointment of a trustee or the conversion of a
    case involving the Company to a case under Chapter 7. Under
    sub-clause (w)
    of clause (v) of the preceding sentence, if a person or
    entity is an affiliate of one or more of the Feldmans and of
    another person or entity, such
    sub-clause (w)
    shall not serve to exempt such other person or entity in
    determining whether a Change of Control has occurred.



 



    Notwithstanding the foregoing provisions of this
    Section 2.3, in the event an Award issued under the Plan is
    subject to Section 409A of the Code, then, in lieu of the
    foregoing definition and to the extent necessary to comply with
    the requirements of Section 409A of the Code, the
    definition of “Change in Control” for purposes of such
    Award shall be the definition provided for under
    Section 409A of the Code and the regulations or other
    guidance issued thereunder.



 



    2.4  “Code” means the Internal
    Revenue Code of 1986, as amended.



 



    2.5  “Committee” means the nominating
    and corporate governance committee of the Board or such other
    committee appointed or designated by the Board to administer the
    Plan in accordance with ARTICLE 3 of this Plan.



 



    2.6  “Common Stock” means the common
    stock which the Company is currently authorized to issue or may
    in the future be authorized to issue.



 



    2.7  “Company” means Commercial
    Metals Company, a Delaware corporation, and any successor entity.



 



    2.8  “Date of Grant” means the
    effective date on which an Award is made to a Participant as set
    forth in the applicable Award Agreement in accordance with the
    terms of the Plan; provided, however, that solely
    for purposes of Section 16 of the 1934 Act and the
    rules and regulations promulgated thereunder, the Date of Grant
    of an Award shall be the date of stockholder approval of the
    Plan if such date is later than the effective date of such Award
    as set forth in the Award Agreement.



 



    2.9  “Election Form” means a form
    approved by the Committee pursuant to which an Outside Director
    elects payment of all or a portion of his or her Fees under
    Section 4.2 of this Plan in the form of Restricted Stock
    Units, and, if applicable, an Outside Director elects to receive
    his or her automatic grant Award under Section 4.1 of this
    Plan in the form of Restricted Stock Units or shares of
    Restricted Stock.



 



    2.9A   “Election Period” means the
    period between November 1 and December 31 immediately
    prior to the commencement of a calendar year in which
    compensation for Outside Director services is earned, or such
    other time period designated by the Committee, during which an
    Outside Director may elect payment of all or a portion of his or
    her Fees under Section 4.2 of this Plan in the form of
    Restricted Stock Units, and, if applicable, an Outside Director
    elects to receive his or her automatic grant Award under
    Section 4.1 of this Plan in the form of Restricted Stock
    Units or shares of Restricted Stock. If a person becomes an
    Outside Director at any time during a calendar year, including
    an Employee serving as a director who becomes an Outside
    Director because such director’s employment with the
    Company terminates during such period, the Election Period for
    such person for that year




    

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    (i) shall commence no earlier than the date that is fifteen
    (15) days prior to the date on which such person first
    becomes an Outside Director and (ii) shall end at the close
    of the day on which such person first becomes an Outside
    Director, unless an election made during such period would
    result in the current taxation of such person pursuant to
    Section 409A of the Code or any guidance issued thereunder.



 



    2.10  “Employee” means common law
    employee (as defined in accordance with the Regulations and
    Revenue Rulings then applicable under Section 3401(c) of
    the Code) of the Company or any Subsidiary of the Company.



 



    2.11  “Fair Market Value” means, as
    of a particular date, the closing sales price per share on the
    New York Stock Exchange Consolidated Tape, or such reporting
    service as the Committee may select, on the appropriate date, or
    in the absence of reported sales on such day, the most recent
    previous day for which sales were reported,.



 



    2.12  “Fees” means the applicable
    directors fees including lead director fees, committee chair
    fees and meeting fees payable by the Company to an Outside
    Director for service as an Outside Director of the Company
    during a calendar year, as such amounts may be changed from time
    to time.



 



    2.13  “Optioned Shares” means the
    full shares of Common Stock which a Participant may purchase
    pursuant to the exercise of a Stock Option granted pursuant to
    this Plan.



 



    2.14  “Option Period” means the
    period during which a Stock Option may be exercised.



 



    2.15  “Option Price” means the price
    which must be paid by a Participant upon exercise of a Stock
    Option to purchase a share of Common Stock.



 



    2.16  [Reserved]



 



    2.17  “Outside Director” means a
    director of the Company who is not an Employee.



 



    2.18  “Participant” means an Outside
    Director of the Company.



 



    2.19  “Plan” means this Commercial
    Metals Company 1999 Outside Director Stock Option Plan, as
    amended from time to time.



 



    2.20  [Reserved]



 



    2.20A  “Restricted Stock” means
    shares of Common Stock issued to a Participant pursuant to
    Sections 4.1, which are subject to restrictions or
    limitations set forth in the Plan and in the related Award
    Agreement.



 



    2.20B  “Restricted Stock Units” means
    rights awarded to a Participant pursuant to Sections 4.1
    and 4.2 hereof, which are convertible into Common Stock at such
    time as such units are no longer subject to restrictions as
    established by the Committee.



 



    2.21  “Retirement” means Termination
    of Service as a Director at or after attaining age 62.



 



    2.22  “Stock Option” means a
    non-qualified option to purchase Common Stock granted to a
    Participant under the Plan.



 



    2.23  [Reserved]



 



    2.24  “Subsidiary” means (i) any
    corporation in an unbroken chain of corporations beginning with
    the Company, if each of the corporations other than the last
    corporation in the unbroken chain owns stock possessing a
    majority of the total combined voting power of all classes of
    stock in one of the other corporations in the chain,
    (ii) any limited partnership, if the Company or any
    corporation described in item (i) above owns a majority of
    the general partnership interest and a majority of the limited
    partnership interests entitled to vote on the removal and
    replacement of the general partner, and (iii) any
    partnership or limited liability company, if the partners or
    members thereof are composed only of the Company, any
    corporation listed in item (i) above or any limited
    partnership listed in item (ii) above.
    “Subsidiaries” means more than one of any such
    corporations, limited partnerships, partnerships or limited
    liability companies.



 



    2.25  “Termination of Service as a
    Director” occurs when a Participant who is an Outside
    Director of the Company shall cease to serve as a director of
    the Company for any reason. Notwithstanding the foregoing




    

    3








 






    provisions of this Section 2.25, in the event an Award
    issued under the Plan is subject to Section 409A of the
    Code, then, in lieu of the foregoing definition and to the
    extent necessary to comply with the requirements of
    Section 409A of the Code, the definition of
    “Termination of Service as a Director” for purposes of
    such Award shall be the definition of “separation from
    service” provided for under Section 409A of the Code
    and the regulations or other guidance issued thereunder.



 



    2.26  “Total and Permanent
    Disability” means that the Participant, because of ill
    health, physical or mental disability or any other reason beyond
    his or her control, is unable to perform his or her duties as a
    director for a period of six (6) continuous months, as
    determined in good faith by the Committee. Notwithstanding the
    foregoing provisions of this Section 2.26, in the event an
    Award issued under the Plan is subject to Section 409A of
    the Code, then, in lieu of the foregoing definition and to the
    extent necessary to comply with the requirements of
    Section 409A of the Code, the definition of “Total and
    Permanent Disability” for purposes of such Award shall be
    the definition of “disability” provided for under
    Section 409A of the Code and the regulations or other
    guidance issued thereunder.



 




    ARTICLE 3

    



 




    ADMINISTRATION
    



 



    3.1  General Administration; Establishment of
    Committee.  Subject to the terms of this
    ARTICLE 3, the Plan shall be administered by the nominating
    and corporate governance committee or the Board or such other
    committee appointed by the Board (the “Committee”).
    The Committee shall consist of not fewer than two
    (2) persons. Any member of the Committee may be removed at
    any time, with or without cause, by resolution of the Board. Any
    vacancy occurring in the membership of the Committee may be
    filled by appointment by the Board. At any time there is no
    Committee to administer the Plan, any references in this Plan to
    the Committee shall be deemed to refer to the Board.



 



    Membership on the Committee shall be limited to those members of
    the Board who are “outside directors” under
    Section 162(m) of the Code and “non-employee
    directors” as defined in
    Rule 16b-3
    promulgated under the 1934 Act. The Committee shall select
    one of its members to act as its Chairman. A majority of the
    Committee shall constitute a quorum, and the act of a majority
    of the members of the Committee present at a meeting at which a
    quorum is present shall be the act of the Committee.



 



    3.2  Authority of the
    Committee.  The Committee, in its discretion,
    shall (i) interpret the Plan, (ii) prescribe, amend,
    and rescind any rules and regulations necessary or appropriate
    for the administration of the Plan, and (iii) make such
    other determinations or certifications and take such other
    action as it deems necessary or advisable in the administration
    of the Plan. Any interpretation, determination, or other action
    made or taken by the Committee shall be final, binding, and
    conclusive on all interested parties. The Committee’s
    discretion set forth herein shall not be limited by any
    provision of the Plan, including any provision which by its
    terms is applicable notwithstanding any other provision of the
    Plan to the contrary.



 



    The Committee may delegate to officers of the Company, pursuant
    to a written delegation, the authority to perform specified
    functions under the Plan. Any actions taken by any officer of
    the Company pursuant to such written delegation of authority
    shall be deemed to have been taken by the Committee.



 



    With respect to restrictions in the Plan that are based on the
    requirements of
    Rule 16b-3
    promulgated under the 1934 Act, the rules of any exchange
    or inter-dealer quotation system upon which the Company’s
    securities are listed or quoted, or any other applicable law,
    rule or restriction (collectively, “applicable law”),
    to the extent that any such restrictions are no longer required
    by applicable law, the Committee shall have the sole discretion
    and authority to grant Awards that are not subject to such
    mandated restrictions
    and/or to
    waive any such mandated restrictions with respect to outstanding
    Awards.




    

    4








 







    ARTICLE 4

    



 




    ELIGIBILITY;
    GRANT OF AWARDS
    



 



    4.1  Automatic Grant of
    Awards.  On the date of the Company’s
    annual meeting of stockholders, each Outside Director serving as
    such on that date shall automatically be granted an Award of
    either (i) a Stock Option to purchase Fourteen Thousand
    (14,000) shares of Common Stock on such date or (ii) at the
    election of a Participant, either four thousand (4,000)
    Restricted Stock Units or four thousand (4,000) shares of
    Restricted Stock.



 



    The Committee, in its sole discretion, shall determine, on or
    prior to the date of the Company’s annual meeting of
    stockholders whether all Participants shall receive the grant of
    the annual Award in the form of Stock Options or all
    Participants shall receive the choice of Restricted Stock Units
    or shares of Restricted Stock. If the Committee determines, in
    its sole discretion, that all Participants shall receive the
    choice of Restricted Stock Units or shares of Restricted Stock,
    each Participant shall receive Restricted Stock Units or shares
    of Restricted Stock based on his or her election made in a valid
    Election Form that was delivered to the Secretary of the
    Company, or such other person as the Committee may designate;
    provided that, if a Participant has failed to make such an
    election, such Participant shall be deemed to have elected to
    receive shares of Restricted Stock.



 



    If a person becomes an Outside Director during a calendar year,
    including an Employee serving as a director who becomes an
    Outside Director because such director’s employment with
    the Company terminates during such year, such Outside Director
    shall automatically be granted an Award in the same form (and
    with the same election rights to receive Restricted Stock Units
    or shares of Restricted Stock as described in the preceding
    paragraphs of this Section 4.1, if applicable) as the Award
    granted to each other Outside Director for such year, but
    reduced by multiplying such Award by a fraction, (i) the
    numerator of which shall be the number of days from the date
    such person became an Outside Director until the one-year
    (1-year)
    anniversary Company’s immediately preceding annual meeting
    of stockholders, and (ii) the denominator of which shall be
    three hundred sixty five (365). In the event that the
    calculation in the immediately preceding sentence would result
    in a fractional share being subject to a Stock Option or an
    Award of Restricted Stock Units or shares of Restricted Stock,
    the number of shares shall be rounded up to the next whole
    number of shares.



 



    4.2  Election to Receive Restricted Stock Units
    in Lieu of Cash Fees.  A Participant may elect
    to receive all or part of the cash Fees otherwise payable to him
    or her during a calendar year in the form of Restricted Stock
    Units as set forth below in this Section 4.2. An Outside
    Director who wishes to make such an election must irrevocably
    elect to do so by delivering a valid Election Form during the
    Election Period to the Secretary of the Company, or such other
    person as the Committee may designate. For example, an Outside
    Director may elect in an Election Form to receive 75% of his or
    her “Service Fees” (as described below) and 25% of his
    or her “Meeting Fees” (as described below) in the form
    of Restricted Stock Units, and the remainder of such cash Fees
    shall be paid in accordance with the Company’s normal
    payroll practices for Outside Directors.



 



    Except as otherwise provided herein, an Outside Director’s
    timely election to receive Restricted Stock Units in lieu of all
    or part of the cash Fees under this Section 4.2 will be
    effective as of the first day of the calendar year covered by
    the Election Form. For a person who becomes an Outside Director
    during a calendar year, including an Employee serving as a
    director who becomes an Outside Director because such
    director’s employment with the Company terminates during
    such year, an election will be effective on the date on which
    such person becomes an Outside Director, if a valid Election
    Form is timely delivered in accordance with Section 2.9A to
    the Secretary of the Company, or such other person as the
    Committee may designate.



 



    (a) Fees Comprised of Directors Fees and Committee
    Chair and Lead Director Fees.  An election to
    receive Restricted Stock Units in lieu of all or part of the
    cash Fees which are comprised of any portion of unpaid directors
    fees, committee chair or lead director fees (collectively,
    “Service Fees”), is irrevocable and shall be valid
    only for the calendar year covered by such election. Except as
    otherwise provided herein, the Date of Grant for Restricted
    Stock Units granted under this Section 4.2(a) will be the
    date of the Company’s annual meeting of stockholders
    occurring in the calendar year covered by the Election Form. For
    a person who becomes an Outside Director during a calendar year,
    including an Employee serving as a director who becomes an
    Outside Director because such director’s employment with
    the Company terminates during such year, the Date of Grant will
    be date on which such person becomes an Outside Director, if a
    valid Election




    

    5








 






    Form is timely delivered in accordance with Section 2.9A to
    the Secretary of the Company, or such other person as the
    Committee may designate.



 



    The number of shares subject to Restricted Stock Units granted
    pursuant to this Section 4.2(a) shall be the number of
    shares whose Fair Market Value (determined as of the Date of
    Grant) is equal to the dollar amount of the Service Fees subject
    to the Participant’s election. Notwithstanding the
    foregoing, in the event that the calculation in the immediately
    preceding sentence would result in a fractional share being
    subject to an Award of Restricted Stock Units the number of
    shares shall be rounded up to the next whole number of shares.



 



    (b) Fees Comprised of Meeting
    Fees.  An election to receive Restricted Stock
    Units in lieu of all or any portion of cash Fees which are
    comprised of unpaid meeting fees (“Meeting Fees”) is
    irrevocable and shall be valid only for the calendar year
    covered by such election. The Date of Grant for Restricted Stock
    Units granted under this Section 4.2(b) will occur on
    June 30 and December 30 of the calendar year covered
    by the Election Form.



 



    If a Participant elects to receive grants of Restricted Stock
    Units in lieu of all or part of the Participant’s Meeting
    Fees, the Meeting Fees for the calendar year that would
    otherwise be paid to the Participant during the six-month period
    prior to each applicable Date of Grant shall be accumulated,
    and, on a Date of Grant under this Section 4.2(b), such
    accumulated Meeting Fees shall be converted to an Award of
    Restricted Stock Units. The number of shares subject to
    Restricted Stock Units in each such Award shall be the number of
    shares whose Fair Market Value (determined as of the Date of
    Grant) is equal to the dollar amount of the accumulated Meeting
    Fees earned by the Participant for such six-month period.
    Notwithstanding the foregoing, in the event that the calculation
    in the immediately preceding sentence would result in a
    fractional share being subject to an Award of Restricted Stock
    Units, the number of shares shall be rounded up to the next
    whole number of shares.



 



    If any accumulated Meeting Fees are not converted to Awards
    under this Section 4.2(b) because of a Change of Control
    prior to a Date of Grant, such accumulated Meeting Fees shall be
    paid as soon as administratively practicable to the Participant
    after such Change of Control. If any accumulated Meeting Fees
    are not converted to Awards under this Section 4.2(b)
    because of the Participant’s Termination of Service as a
    Director, such accumulated Meeting Fees shall be forfeited by
    the Participant; provided, however, if such
    Termination of Service as a Director occurs due (x) to the
    Participant’s death, (y) the Participant’s Total
    and Permanent Disability or (z) the Participant’s
    Retirement, such accumulated Meeting Fees shall be paid as soon
    as administratively practicable to the Participant or the
    Participant’s estate, as applicable. The determination of
    the Committee that any of the foregoing conditions has been met
    shall be binding and conclusive on all parties.



 



    For purposes of this Section 4.2, the Fair Market Value of
    shares subject to Restricted Stock Units shall be determined as
    if such shares were freely transferable and not otherwise
    subject to any restriction.



 



    4.3  Stock Options.  Any
    automatic grant of a Stock Option pursuant to Section 4.1
    shall be evidenced by an Award Agreement setting forth the total
    number of shares of Common Stock subject to the Stock Option,
    the Option Price, the maximum term of the Stock Option, the Date
    of Grant, and such other terms and provisions as are approved by
    the Committee, but not inconsistent with the Plan. The Company
    shall execute an Award Agreement with a Participant promptly
    after the Date of Grant of the Stock Option. The holder of a
    Stock Option shall have none of the rights or privileges of a
    stockholder except with respect to shares which have been
    actually issued.



 



    4.4  Restricted Stock
    Units.  Restricted Stock Units may be awarded
    to any Participant pursuant to Section 4.1 or
    Section 4.2, and under such terms and conditions as shall
    be established by the Committee, provided,
    however, that such terms and conditions are (i) not
    inconsistent with the Plan and (ii) to the extent a
    Restricted Stock Unit issued under the Plan is subject to
    Section 409A of the Code, in compliance with the applicable
    requirements of Section 409A of the Code and the
    regulations or other guidance issued thereunder.



 



    (a) Award Agreement.  Any grant of
    Restricted Stock Units shall be evidenced by an Award Agreement
    setting forth: (i) the number of shares of Common Stock
    subject to the Award of Restricted Stock Units, (ii) the
    time or times within which such Award may be subject to
    forfeiture, (iii) times or events under which a payment may
    be made under such Award, and (iv) all other terms,
    limitations, restrictions, and conditions of the Restricted
    Stock Units, which shall be consistent with this Plan. The
    provisions of Restricted Stock Units Awards need not be the same
    with respect to each Participant.




    

    6








 






    (b) Restrictions and
    Conditions.  Subject to the other provisions
    of this Plan and the terms of the particular Award Agreements,
    Restricted Stock Units shall be subject to the following
    restrictions and conditions:



 



    (i) During such period as may be determined by the
    Committee commencing on the Date of Grant (the “Restriction
    Period”), the Participant shall not be permitted to sell,
    transfer, pledge or assign any Restricted Stock Units. Except
    for these limitations, the Board may in its sole discretion,
    remove any or all of the restrictions on such Restricted Stock
    Units whenever it may determine that, by reason of changes in
    applicable laws or other changes in circumstances arising after
    the date of the Award, such action is appropriate.



 



    (ii) Except as provided in
    sub-paragraph (b)(i)
    above, the Participant shall have, with respect to his or her
    Restricted Stock Units, none of the rights of a stockholder of
    the Company, until issuance to the Participant of the shares
    subject to the Restricted Stock Unit Award. Certificates for
    shares of Common Stock free of restriction under this Plan shall
    be delivered to the Participant promptly after, and only after,
    the Restriction Period shall expire without forfeiture in
    respect of such shares of Common Stock or after any other
    restrictions imposed on such shares of Common Stock by the
    applicable Award Agreement or other agreement have expired.



 



    (iii) The Restriction Period of Restricted Stock Units
    shall commence on the Date of Grant, and, subject to
    ARTICLE 12 of the Plan, shall expire upon satisfaction of
    the conditions set forth ARTICLE 8A.



 



    (iv) Upon Termination of Service as a Director during the
    Restriction Period, the nonvested Restricted Stock Units shall
    be forfeited by the Participant unless such nonvested shares
    otherwise vest upon Termination of Service as a Director as
    provided by Section 4.5. Upon any forfeiture, all rights of
    a Participant with respect to the Restricted Stock Units shall
    cease and terminate, without any further obligation on the part
    of the Company.



 



    4.4A  Restricted
    Stock.  Restricted Stock may be awarded to any
    Participant pursuant to Section 4.1 under such terms and
    conditions as shall be established by the Committee,
    provided, however, that such terms and conditions
    are (i) not inconsistent with the Plan and (ii) to the
    extent Restricted Stock issued under the Plan is subject to
    Section 409A of the Code, in compliance with the applicable
    requirements of Section 409A of the Code and the
    regulations or other guidance issued thereunder.



 



    (a) Award Agreements.  Any grant of
    Restricted Stock shall be evidenced by an Award Agreement
    setting forth: (i) the number of shares of Common Stock
    awarded, (ii) the time or times within which such Award may
    be subject to forfeiture, (iii) specified criteria that the
    Committee determines must be met in order to remove any
    restrictions on such Award, and (iv) all other terms,
    limitations, restrictions, and conditions of the Restricted
    Stock, which shall be consistent with this Plan. The provisions
    of Restricted Stock Awards need not be the same with respect to
    each Participant.



 



    (b) Legend on Shares.  A stock
    certificate or certificates shall be issued in the name of each
    Participant who is granted Restricted Stock in respect of such
    shares of Common Stock, or such shares may be represented by
    uncertificated shares. Such certificate(s) or uncertificated
    shares shall be registered in the name of the Participant, and
    shall bear an appropriate legend or notation referring to the
    terms, conditions, and restrictions applicable to such
    Restricted Stock, substantially as provided in
    Section 14.11 of the Plan.



 



    (c) Restrictions and
    Conditions.  Subject to the other provisions
    of this Plan and the terms of the particular Award Agreements,
    shares of Restricted Stock shall be subject to the following
    restrictions and conditions:



 



    (i) During the Restriction Period, the Participant shall
    not be permitted to sell, transfer, pledge or assign shares of
    Restricted Stock. Except for these limitations, the Board may in
    its sole discretion, remove any or all of the restrictions on
    such Restricted Stock whenever it may determine that, by reason
    of changes in applicable laws or other changes in circumstances
    arising after the date of the Award, such action is appropriate.




    

    7








 






    (ii) Except as provided in
    sub-paragraph (c)(i)
    above, the Participant shall have, with respect to his or her
    Restricted Stock, all of the rights of a stockholder of the
    Company, including the right to vote the shares, and the right
    to receive any dividends thereon. Certificates for shares of
    Common Stock free of restriction under this Plan shall be
    delivered to the Participant promptly after, and only after, the
    Restriction Period shall expire without forfeiture in respect of
    such shares of Common Stock or after any other restrictions
    imposed on such shares of Common Stock by the applicable Award
    Agreement or other agreement have expired. Certificates for the
    shares of Common Stock forfeited under the provisions of the
    Plan and the applicable Award Agreement shall be promptly
    returned to the Company by the forfeiting Participant. Each
    Award Agreement shall require that each Participant, in
    connection with the issuance of a certificate for Restricted
    Stock, shall endorse such certificate in blank or execute a
    stock power in form satisfactory to the Company in blank and
    deliver such certificate and executed stock power to the Company.



 



    (iii) The Restriction Period of Restricted Stock shall
    commence on the Date of Grant, and, subject to ARTICLE 12
    of the Plan, shall expire upon satisfaction of the conditions
    set forth Section 4.5.



 



    (iv) Upon Termination of Service as a Director during the
    Restriction Period, the nonvested shares of Restricted Stock
    shall be forfeited by the Participant unless such nonvested
    shares otherwise vest upon Termination of Service as a Director
    as provided by Section 4.5. Upon any forfeiture, all rights
    of a Participant with respect to the forfeited shares of the
    Restricted Stock shall cease and terminate, without any further
    obligation on the part of the Company.



 



    4.5  Vesting; Time of
    Exercise.  



 



    (a) Stock Options granted pursuant to Section 4.1 will
    be exercisable in the following cumulative installments:



 



    First Installment:  A Stock Option will be
    exercisable for up to 50% of the Optioned Shares (rounded down
    so that no fractional share is exercisable) at any time
    following the first anniversary of the Date of Grant.



 



    Second Installment:  A Stock Option will be
    exercisable for the remainder of the Optioned Shares not
    exercisable in the first installment at any time following the
    second anniversary of the Date of Grant.



 



    Notwithstanding the foregoing, the vesting of installments under
    Stock Options granted pursuant to Section 4.1 shall
    automatically accelerate and the Stock Options 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 Total and Permanent Disability,
    (iii) the Participant’s Termination of Service as a
    Director as a result of Retirement, or (iv) the occurrence
    of a Change of Control. The determination of the Committee that
    any of the foregoing conditions has been met shall be binding
    and conclusive on all parties.



 



    (b) Subject to any restriction in the Award Agreement,
    Restricted Stock Units and Restricted Stock granted pursuant to
    Section 4.1 or Section 4.2 shall vest in the following
    cumulative installments:



 



    First Installment:  50% of the Restricted Stock
    Units and shares of Restricted Stock granted (rounded down so
    that no fractional share is vested) shall become fully vested
    upon the first anniversary of the Date of Grant.



 



    Second Installment:  The remainder of the
    Restricted Stock Units and shares of Restricted Stock granted
    shall become fully vested upon the second anniversary of the
    Date of Grant.



 



    Notwithstanding the foregoing, the vesting of Restricted Stock
    Units and shares of Restricted Stock granted pursuant to
    Section 4.1 or Section 4.2 shall automatically
    accelerate upon (i) the Participant’s death,
    (ii) the Participant’s Termination of Service as a
    Director as a result of Total and Permanent Disability,
    (iii) the Participant’s Termination of Service as a
    Director as a result of Retirement, or (iv) the occurrence
    of a Change of Control. The determination of the Committee that
    any of the foregoing conditions has been met shall be binding
    and conclusive on all parties.




    

    8








 







    ARTICLE 5

    



 




    SHARES SUBJECT
    TO PLAN
    



 



    The maximum number of shares of Common Stock that may be issued
    under the Plan is eight hundred thousand (800,000) shares (as
    may be adjusted in accordance with ARTICLES 11 and 12
    hereof). All Stock Options granted under the Plan shall be
    designated as non-qualified stock options. Shares of Common
    Stock to be issued under the Plan may be made available from
    either authorized but unissued Common Stock or Common Stock held
    by the Company in its treasury. Shares of Common Stock
    previously subject to Awards that are forfeited, terminated, or
    settled in cash in lieu of Common Stock, or expired unexercised
    shall immediately become available for grants of Awards under
    the Plan.



 



    During the term of this Plan, the Company will at all times
    reserve and keep available the number of shares of Common Stock
    that shall be sufficient to satisfy the requirements of this
    Plan.



 




    ARTICLE 6

    



 




    OPTION PRICE
    



 



    The Option Price for any share of Common Stock which may be
    purchased under a Stock Option shall be 100% of the Fair Market
    Value of the share on the Date of Grant.



 




    ARTICLE 7

    



 




    OPTION
    PERIOD; FORFEITURE
    



 



    No Stock Option granted under the Plan may be exercised at any
    time after the end of its Option Period.



 



    The Option Period for each Stock Option will terminate on the
    first of the following to occur:



 



    (a) 5 p.m. on the seventh anniversary of the Date of
    Grant;



 



    (b) 5 p.m. on the date which is one (1) year
    following the Participant’s Termination of Service as a
    Director due to death or Total and Permanent Disability;



 



    (c) 5 p.m. on the date that is two (2) years
    following the Participant’s Termination of Service as a
    Director due to Retirement; provided that any installment not
    vested and exercisable on the Participant’s Retirement
    shall terminate and be forfeited on such date; or



 



    (d) 5 p.m. on the date that is thirty (30) days
    after any other Termination of Service as a Director; provided
    that any installment not vested and exercisable on the date of
    such Termination of Service as a Director shall terminate and be
    forfeited on such date.



 




    ARTICLE 8

    



 




    EXERCISE OF
    OPTION
    



 



    Stock Options may be exercised during the Option Period. Stock
    Options may be exercised at such times and in such amounts as
    provided in this Plan and the applicable Award Agreements,
    subject to the terms, conditions, and restrictions of the Plan.



 



    In no event may a Stock Option be exercised or shares of Common
    Stock be issued pursuant to a Stock Option if a necessary
    listing of the shares on a stock exchange or any registration
    under state or federal securities laws required under the
    circumstances has not been accomplished. No Stock Option may be
    exercised for a fractional share of Common Stock. The granting
    of a Stock Option shall impose no obligation upon the
    Participant to exercise that Stock Option.



 



    Subject to such administrative regulations as the Committee may
    from time to time adopt, a Stock Option may be exercised by the
    delivery of written notice to the Committee setting forth the
    number of shares of Common Stock




    

    9








 






    with respect to which the Stock Option is to be exercised and
    the date of exercise thereof (the “Exercise Date”)
    which shall be at least three (3) days after giving such
    notice unless an earlier time shall have been mutually agreed
    upon. On the Exercise Date, the Participant shall deliver to the
    Company consideration with a value equal to the total Option
    Price of the shares of Common Stock to be purchased, payable as
    follows: (a) cash, check, bank draft, or money order
    payable to the order of the Company, (b) Common Stock owned
    by the Participant on the Exercise Date and which the
    Participant has not acquired from the Company within six
    (6) months prior to the Exercise Date, valued at its Fair
    Market Value on the Exercise Date, (c) by delivery
    (including by FAX) to the Company or its designated agent of an
    executed irrevocable option exercise form together with
    irrevocable instructions from the Participant to a broker or
    dealer, reasonably acceptable to the Company, to sell certain of
    the shares of Common Stock purchased upon exercise of the Stock
    Option or to pledge such shares as collateral for a loan and
    promptly deliver to the Company the amount of sale or loan
    proceeds necessary to pay such purchase price,
    and/or
    (d) any other form of consideration that is acceptable to
    the Committee in its sole discretion.



 



    Upon payment of all amounts due from the Participant, the
    Company shall cause certificates for the Common Stock then being
    purchased to be delivered to the Participant (or the person
    exercising the Participant’s Stock Option in the event of
    his death) at its principal business office promptly after the
    Exercise Date. The obligation of the Company to deliver shares
    of Common Stock shall, however, be subject to the condition that
    if at any time the Committee shall determine in its discretion
    that the listing, registration, or qualification of the Stock
    Option or the Common Stock upon any securities exchange or under
    any state or federal law, or the consent or approval of any
    governmental regulatory body, is necessary or desirable as a
    condition of, or in connection with, the Stock Option or the
    issuance or purchase of shares of Common Stock thereunder, the
    Stock Option may not be exercised in whole or in part unless
    such listing, registration, qualification, consent, or approval
    shall have been effected or obtained free of any conditions not
    acceptable to the Committee.



 



    If the Participant fails to pay for any of the Common Stock
    specified in such notice or fails to accept delivery thereof,
    the Participant’s right to purchase such Common Stock may
    be terminated by the Company.



 




    ARTICLE 8A

    



 




    ISSUANCE OF
    COMMON STOCK UNDER RESTRICTED STOCK UNIT AWARDS
    



 



    Vested Restricted Stock Units granted pursuant to an Award shall
    be converted to shares of Common Stock, and such shares of
    Common Stock shall be delivered to a Participant at such times
    as specified by the Participant in his or her Election Form for
    such Award, subject to the terms, conditions, and restrictions
    of the Plan. All elections made in an Election Form shall be
    irrevocable.



 



    The Participant must elect (in accordance with the procedures
    and rules established by the Committee), during the applicable
    Election Period, when vested Restricted Stock Units shall be
    converted to shares of Common Stock and delivered to the
    Participant. In the event a Participant elects to receive an
    Award of Restricted Stock Units but fails to elect (or timely
    elect) when vested Restricted Stock Units shall be converted to
    shares of Common Stock and delivered to the Participant, the
    Participant shall be deemed to have elected that such Restricted
    Stock Units shall be converted to shares of Common Stock and
    delivered to the Participant at the time such Restricted Stock
    Units become vested pursuant to the Plan.



 



    With respect to the election described in this ARTICLE 8A,
    a Participant may elect that vested Restricted Stock Units shall
    be converted to shares of Common Stock and delivered to the
    Participant (i) at the time Restricted Stock Units become
    vested pursuant to the Plan; (ii) at the time of the
    Participant’s Termination of Service as a Director;
    (iii) on a specific date which shall occur on an
    anniversary of the “Second Installment” described in
    Section 4.5(b), but in no event later than the fifth
    anniversary following such Second Installment; or (iv) at
    the earlier of the occurrence of the time specified in
    “(ii)” above or the date specified in
    “(iii)” above.



 



    Upon the occurrence of the applicable event described in the
    preceding paragraph (the “Payment Date”), the
    Company shall cause certificates of the Common Stock to be
    delivered to the Participant (or the Participant’s
    beneficiary in accordance with the Participant’s will or
    the laws of descent and distribution) at its principal business
    office promptly after the Payment Date. The obligation of the
    Company to deliver shares of Common Stock shall, however, be
    subject to the condition that if at any time the Committee shall
    determine in its discretion that the




    

    10








 






    listing, registration, or qualification of the Common Stock upon
    any securities exchange or under any state or federal law, or
    the consent or approval of any governmental regulatory body, is
    necessary or desirable as a condition of, or in connection with,
    the issuance of shares of Common Stock, the delivery of shares
    of Common Stock shall not occur unless such listing,
    registration, qualification, consent, or approval shall have
    been effected or obtained free of any conditions not acceptable
    to the Committee.



 




    ARTICLE 9

    



 




    AMENDMENT OR
    DISCONTINUANCE
    



 



    Subject to the limitations set forth in this ARTICLE 9, the
    Board may at any time and from time to time, without the consent
    of the Participants, suspend or discontinue the Plan in whole or
    in part. The Board may amend the Plan at any time and for any
    reason without stockholder approval; provided,
    however, that the Board may condition any amendment on
    the approval of stockholders of the Company if such approval is
    necessary or deemed advisable with respect to tax, securities or
    other applicable laws, policies and regulations.



 



    Subject to the forgoing, any such amendment shall, to the extent
    deemed necessary or advisable by the Committee, be applicable to
    any outstanding Awards theretofore granted under the Plan,
    notwithstanding any contrary provisions contained in any Award
    Agreement. In the event of any such amendments to the Plan, the
    holder of any Award outstanding under the Plan shall, upon
    request of the Committee and as a condition to the
    exercisability thereof, execute a conforming amendment in the
    form prescribed by the Committee to any Award Agreement relating
    thereto within such reasonable time as the Committee shall
    specify in such request. Notwithstanding anything contained in
    this Plan to the contrary, unless required by law, no action
    contemplated or permitted by this ARTICLE 9 shall adversely
    affect any rights of Participants or obligations of the Company
    to Participants with respect to any Awards theretofore granted
    under the Plan without the consent of the affected Participant.



 




    ARTICLE 10

    



 




    STOCKHOLDER
    APPROVAL; TERM
    



 



    Anything in the Plan to the contrary notwithstanding, the
    effectiveness of the Plan and of the grant of all Awards
    hereunder is in all respects subject to the approval of the Plan
    by the affirmative vote of the holders of a majority of the
    shares of the Common Stock present in person or by proxy and
    entitled to vote at a meeting of stockholders at which the Plan
    is presented for approval. Awards may be granted under the Plan
    prior to the time of stockholder approval. Any such Awards
    granted prior to such stockholder approval shall be subject to
    such stockholder approval. Unless sooner terminated by action of
    the Board, the Plan will terminate on January 31, 2010, but
    Awards granted before such date will continue to be effective in
    accordance with their terms and conditions.



 




    ARTICLE 11

    



 




    CAPITAL
    ADJUSTMENTS
    



 



    In the event that the any dividend or other distribution
    (whether in the form of cash, Common Stock, other securities, or
    other property), recapitalization, stock split, reverse stock
    split, rights offering, reorganization, merger, consolidation,
    split-up,
    spin-off, split-off, combination, subdivision, repurchase, or
    exchange of Common Stock, issuance of warrants or other rights
    to purchase Common Stock, or other similar corporate transaction
    or event affects the fair value of an Award, then the Committee
    shall adjust any or all of the following so that the fair value
    of the Award immediately after the transaction or event is equal
    to the fair value of the Award immediately prior to the
    transaction or event: (i) the number of shares and type of
    Common Stock which thereafter may be made the subject of Awards,
    (ii) the number of shares and type of Common Stock subject
    to outstanding Awards, and (iii) the Option Price of each
    outstanding Award. Such adjustments shall be made in accordance
    with the rules of any securities exchange, stock market, or
    stock quotation system to which the Company is subject.
    Notwithstanding the foregoing, no such adjustment shall be made
    or authorized to the extent that such adjustment would cause the
    Plan or any Award to violate Section 409A of the Code.




    

    11








 






    Upon the occurrence of any such adjustment, the Company shall
    provide notice to each affected Participant of its computation
    of such adjustment which shall be conclusive and shall be
    binding upon each such Participant.



 




    ARTICLE 12

    



 




    RECAPITALIZATION,
    MERGER AND CONSOLIDATION
    



 



    12.1  General.  The existence
    of this Plan and Awards granted hereunder shall not affect in
    any way the right or power of the Company or its stockholders to
    make or authorize any or all adjustments, recapitalizations,
    reorganizations, or other changes in the Company’s capital
    structure and its business, or any merger or consolidation of
    the Company, or any issue of bonds, debentures, preferred or
    preference stocks ranking prior to or otherwise affecting the
    Common Stock or the rights thereof (or any rights, options, or
    warrants to purchase same), or the dissolution or liquidation of
    the Company, or any sale or transfer of all or any part of its
    assets or business, or any other corporate act or proceeding,
    whether of a similar character or otherwise.



 



    12.2  Adjustment; Company
    Survives.  Subject to any required action by
    the stockholders and except as may be required to comply with
    Section 409A of the Code and the regulations or other
    guidance issued thereunder, if the Company shall be the
    surviving or resulting corporation in any merger, consolidation
    or share exchange, any Award granted hereunder shall pertain to
    and apply to the securities or rights (including cash, property,
    or assets) to which a holder of the number of shares of Common
    Stock subject to the Award would have been entitled.



 



    12.3  Adjustment; Company Does Not
    Survive.  Except as may be required to comply
    with Section 409A of the Code and the regulations or other
    guidance issued thereunder, in the event of any reorganization,
    merger, consolidation or share exchange pursuant to which the
    Company is not the surviving or resulting corporation, there
    shall be substituted for each share of Common Stock subject to
    the unexercised portions of such outstanding Awards that number
    of shares of each class of stock or other securities or that
    amount of cash, property or assets of the surviving, resulting
    or consolidated company which were distributed or are to be
    distributed to the stockholders of the Company in respect of
    each share of Common Stock held by them, such outstanding Awards
    to be thereafter exercisable for such stock, securities, cash or
    property in accordance with their terms.



 



    12.4  Notice of
    Adjustment.  Upon the occurrence of each event
    requiring an adjustment of the Option Price or the number of
    shares of Common Stock purchasable pursuant to Awards granted
    pursuant to the terms of this Plan, the Company shall mail to
    each Participant its computation of such adjustment, which shall
    be conclusive and shall be binding upon each such Participant.



 




    ARTICLE 13

    



 




    LIQUIDATION
    OR DISSOLUTION
    



 



    In case the Company shall, at any time while any Award under
    this Plan shall be in force and remain unexpired, (i) sell
    all or substantially all of its property, or (ii) dissolve,
    liquidate, or wind up its affairs, then each Participant may
    thereafter receive upon exercise hereof (in lieu of each share
    of Common Stock of the Company which such Participant would have
    been entitled to receive) the same kind and amount of any
    securities or assets as may be issuable, distributable, or
    payable upon any such sale, dissolution, liquidation, or winding
    up with respect to each share of Common Stock of the Company. If
    the Company shall, at any time prior to the expiration of any
    Award, make any partial distribution of its assets, in the
    nature of a partial liquidation, whether payable in cash or in
    kind (but excluding the distribution of a cash dividend payable
    out of earned surplus and designated as such) then in such event
    the Option Prices then in effect with respect to each Award
    shall be reduced, on the payment date of such distribution, in
    proportion to the percentage reduction in the tangible book
    value of the shares of the Company’s Common Stock
    (determined in accordance with generally accepted accounting
    principles) resulting by reason of such distribution.




    

    12








 







    ARTICLE 14

    



 




    MISCELLANEOUS
    PROVISIONS
    



 



    14.1  Assignability.  No Award
    granted under this Plan shall be assignable or otherwise
    transferable by the Participant (or his or her authorized legal
    representative) during the Participant’s lifetime and,
    after the death of the Participant, other than by will or the
    laws of descent and distribution or as provided below in this
    ARTICLE 14. All or a portion of a Award granted to a
    Participant may be assigned by such Participant to (i) the
    spouse, children or grandchildren of the Participant
    (“Immediate Family Members”), (ii) a trust or
    trusts for the exclusive benefit of such Immediate Family
    Members, or (iii) a partnership in which such Immediate
    Family Members are the only partners, (iv) an entity exempt
    from federal income tax pursuant to Section 501(c)(3) of
    the Code or any successor provision, or (v) a split
    interest trust or pooled income fund described in
    Section 2522(c)(2) of the Code or any successor provision,
    provided that (x) there shall be no consideration for any
    such transfer, and (y) subsequent transfers of transferred
    Awards shall be prohibited except those by will or the laws of
    descent and distribution. Following transfer, any such Award
    shall continue to be subject to the same terms and conditions as
    were applicable immediately prior to transfer, provided that for
    purposes of Articles 8, 8A, 9, 11, 12, 13 and 14
    hereof the term “Participant” shall be deemed to
    include the transferee. The events of Termination of Service
    shall continue to be applied with respect to the original
    Participant, following which the Awards shall be exercisable by
    the transferee only to the extent and for the periods specified
    in the Plan and the Award Agreement. The Committee and the
    Company shall have no obligation to inform any transferee of an
    Award of any expiration, termination, lapse or acceleration of
    such Award. The Company shall have no obligation to register
    with any federal or state securities commission or agency any
    Common Stock issuable or issued under an Award that has been
    transferred by a Participant under this Section 14.1.



 



    14.2  Investment Intent.  The
    Company may require that there be presented to and filed with it
    by any Participant(s) under the Plan, such evidence as it may
    deem necessary to establish that the Awards granted or the
    shares of Common Stock to be purchased or transferred are being
    acquired for investment purposes and not with a view to their
    distribution.



 



    14.3  No Employment
    Relationship.  No Participant is an Employee
    of the Company. Nothing herein shall be construed to create an
    employer-employee relationship between the Company and the
    Participant.



 



    14.4  Stockholders’
    Rights.  The holder of an Award shall have
    none of the rights or privileges of a stockholder except with
    respect to shares which have been actually issued.



 



    14.5  Effect of the
    Plan.  Neither the adoption of this Plan nor
    any action of the Board or the Committee shall be deemed to give
    any person any right to be granted an Award to purchase Common
    Stock of the Company or any other rights except as may be
    evidenced by an Award Agreement, or any amendment thereto, duly
    authorized by the Committee and executed on behalf of the
    Company, and then only to the extent and upon the terms and
    conditions expressly set forth therein.



 



    14.6  Indemnification of Board and
    Committee.  No current or previous member of
    the Board or the Committee, nor any officer or employee of the
    Company acting on behalf of the Board or the Committee, shall be
    personally liable for any action, determination, or
    interpretation taken or made in good faith with respect to the
    Plan, and all such members of the Board and the Committee and
    each and any officer or employee of the Company acting on their
    behalf shall, to the extent permitted by law, be fully
    indemnified and protected by the Company in respect of any such
    action, determination or interpretation. The foregoing right of
    indemnification shall not be exclusive of any other rights of
    indemnification to which such individuals may be entitled under
    the Company’s Certificate of Incorporation or Bylaws, by
    contract, as a matter of law, or otherwise.



 



    14.7  Restrictions.  This
    Plan, and the granting and exercise of Awards hereunder, and the
    obligation of the Company to sell and deliver Common Stock under
    such Awards, shall be subject to all applicable foreign and
    United States laws, rules and regulations, and to such approvals
    on the part of any governmental agencies or stock exchanges or
    transaction reporting systems as may be required. No Common
    Stock or other form of payment shall be issued with respect to
    any Award unless the Company shall be satisfied based on the
    advice of its counsel that such issuance will be in compliance
    with applicable federal and state securities laws and the
    requirements of any regulatory authority having jurisdiction
    over the securities of the Company. Unless the Awards and Common
    Stock




    

    13








 






    covered by this Plan have been registered under the Securities
    Act of 1933, as amended, each person exercising an Award under
    this Plan may be required by the Company to give a
    representation in writing in form and substance satisfactory to
    the Company to the effect that he is acquiring such shares for
    his own account for investment and not with a view to, or for
    sale in connection with, the distribution of such shares or any
    part thereof. If any provision of this Plan is found not to be
    in compliance with such rules, such provision shall be null and
    void to the extent required to permit this Plan to comply with
    such rules. Certificates evidencing shares of Common Stock
    delivered under this Plan may be subject to such stop transfer
    orders and other restrictions as the Committee may deem
    advisable under the rules, regulations and other requirements of
    the Securities and Exchange Commission, any securities exchange
    or transaction reporting system upon which the Common Stock is
    then listed or quoted, and any applicable federal, foreign and
    state securities law. The Committee may cause a legend or
    legends to be placed upon any such certificates to make
    appropriate reference to such restrictions.



 



    14.8  Gender and
    Number.  Where the context permits, words in
    the masculine gender shall include the feminine and neuter
    genders, the plural form of a word shall include the singular
    form, and the singular form of a word shall include the plural
    form.



 



    14.9  Tax Requirements.  The
    Company shall have the right to deduct from all amounts
    hereunder paid in cash or other form, any Federal, state, or
    local taxes required by law to be withheld with respect to such
    payments. The Participant receiving shares of Common Stock
    issued upon exercise of Awards granted under the Plan shall be
    required to pay the Company the amount of any taxes which the
    Company is required to withhold with respect to such shares of
    Common Stock. Such payments shall be required to be made prior
    to the delivery of any certificate representing such shares of
    Common Stock. Such payment may be made in cash, by check or
    through the delivery of shares of Common Stock that the
    Participant has not acquired from the Company within six
    (6) months prior to the date of exercise (which may be
    effected by the actual delivery of shares of Common Stock by the
    Participant or by the Company’s withholding a number of
    shares to be issued upon the exercise of an Award, if
    applicable), which shares have an aggregate Fair Market Value
    equal to the required minimum withholding payment, or any
    combination thereof.



 



    14.10  Use of
    Proceeds.  Proceeds from the sale of shares of
    Common Stock pursuant to Awards granted under this Plan shall
    constitute general funds of the Company.



 



    14.11  Legend.  Each
    certificate representing shares of Restricted Stock issued to a
    Participant shall bear the following legend, or a similar legend
    deemed by the Company to constitute an appropriate notice of the
    provisions hereof (any such certificate not having such legend
    shall be surrendered upon demand by the Company and so endorsed):



 



    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 of stock 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.”




    

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