COMMERCIAL METALS COMPANY
1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Amended and Restated as of November 8, 2004)
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. This amended
and restated version of the Plan is effective as of November 8, 2004.
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 and
restricted stock 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.
For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings
2.1 “Black-Scholes Value” means the value of a Stock Option granted under the Plan to purchase one share
of Common Stock determined pursuant to the option pricing model commonly known as the Black-Scholes
2.1A “Award” means the grant of any Stock Option or Restricted Stock.
2.1B “Award Agreemen