| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, effective September 1, 2019, Paul J. Lawrence will assume the role of Vice President and Chief Financial Officer of Commercial Metals Company (the “Company”). In connection with Mr. Lawrence’s appointment, on August 13, 2019, the Company and Mr. Lawrence entered into an agreement (the “Employment Agreement”) setting forth the terms and conditions of Mr. Lawrence’s employment as the Company’s Vice President and Chief Financial Officer, effective September 1, 2019.
Pursuant to the Employment Agreement, Mr. Lawrence will receive a minimum annual base salary of $550,000.00 and benefits consistent with the Company’s executive compensation policies. Mr. Lawrence will be eligible to receive (i) an annual cash incentive bonus and a long-term cash incentive bonus under the Company’s 2013 Cash Incentive Plan, (ii) an annual discretionary bonus and (iii) equity grants under the Company’s 2013 Long-Term Equity Incentive Plan. Unless terminated or extended pursuant to the terms thereof, the Employment Agreement will expire on August 31, 2020. The Employment Agreement provides Mr. Lawrence with certain payments and benefits if he dies, is terminated due to a disability or for Cause (as defined in the Employment Agreement), terminates employment for Good Reason (as defined in the Employment Agreement), or the Company does not extend the Employment Agreement past its initial term or any extended term, as applicable. Pursuant to the Employment Agreement, Mr. Lawrence agreed to certainnon-competition provisions during the term of his employment and for 18 months thereafter and certainnon-solicitation restrictions for a period of two years after the termination of his employment.
In addition, on August 13, 2019, in connection with Mr. Lawrence’s appointment, Mr. Lawrence and the Company amended and restated Mr. Lawrence’s Executive Employment Continuity Agreement (the “EECA”), which will be effective as of September 1, 2019. Pursuant to the EECA, if there is a Change in Control (as defined in the EECA), Mr. Lawrence will be employed for two years after the Change in Control. If Mr. Lawrence is terminated during thetwo-year period after a Change in Control other than for Cause (as defined in the EECA) or due to a disability or if he terminates his employment due to Constructive Termination (as defined in the EECA), (i) he shall receive an amount in cash equal to four times his highest annual base salary in any calendar year during the five-year period prior to the termination of employment, (ii) all of his stock incentive awards shall become fully vested and all stock options shall be exercisable for the remainder of their term and (iii) the Company shall continue its contributions to retirement plans and participation in welfare benefit plans for two years following the termination of employment.
