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Exhibit 4.4
COMMERCIAL METALS COMPANY
NON-QUALIFIED STOCK OPTION AGREEMENT
1. Grant of Option. Pursuant to the Commercial Metals Company
1986 Stock Incentive Plan (the "Plan") for employees of Commercial Metals
Company, a Delaware corporation and its participating subsidiaries
(collectively the "Company"), the Company grants to
__________________________
an option to purchase from the Company a total of ________ full shares of
common stock, $5.00 par value, of the Company (the "Shares"), at $______ per
share in the amounts, during the periods and upon the terms and conditions set
forth in this Agreement.
2. Time of Exercise. Except only as specifically provided
elsewhere in this Agreement, this option is exercisable on and after
_______________ and until terminated as specified in Section 4 below. The time
of exercise may be accelerated under the terms of the Plan. No part of the
Option may be exercised after the expiration of ten (10) years from the date of
grant.
3. Subject to Plan. This Option and its exercise are subject to
the terms and conditions of the Plan. The defined terms used herein which are
defined in the Plan shall have the same meanings defined for and assigned to
them in the Plan. In addition, this Option is subject to any rules promulgated
pursuant to the Plan by the Board of Directors of the Company or by the
Committee appointed by the Board of Directors to administer the Plan.
4. Term. This Option will terminate at the first of the
following:
(a) 5 p.m. on ____________________.
(b) 5 p.m. on the date which is one year after the date that the
Optionee's employment with the Company terminates for reasons
of disability.
(c) 5 p.m. on the date which is one year after the date that the
Optionee's employment with the Company terminates by reason of
death.
(d) Immediately upon the termination of the Optionee's employment
with the Company for reasons other than death, disability or
authorized retirement.
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5. Who May Exercise. During the lifetime of the Optionee, this
Option may be exercised only by the Optionee. If the Optionee dies without
having exercised the Option as to all of the Shares covered thereby, the Option
may be exercised at any time prior to the date specified in Section 4 hereof by
the Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance or by reason of the death of the Optionee, subject to
the other terms of this Agreement, the Plan and applicable laws, rules and
regulations.
6. Manner of Exercise. Subject to such administrative
regulations as the Board of Directors may from time to time adopt, this Option
may be exercised by delivery of written notice to the Secretary of the Company
of the number of shares being purchased and payment of the full option price
for the shares for which the Option is being exercised. The option price may
be paid:
(a) in cash or by check payable to the order of the Company; or
(b) through delivery of shares of Common Stock owned by the
employee, with an aggregate fair market value as determined in
accordance with subsection 10(a) of the Plan, on the date of
exercise equal for the option price; or
(c) by a combination of (a) and (b) above.
7. Non-Assignability. This Option, and any right associated with
this Option, is not assignable or transferable by the Optionee except by will
or by the laws of descent and distribution.
8. No Rights as Shareholder. The Optionee will have no rights as
a shareholder with respect to any shares covered by this Option until the
issuance of a certificate or certificates to the Optionee for the shares. No
adjustment shall be made for cash dividends or other rights for which the
record date is prior to the issuance of such certificate or certificates except
as required by the terms of the Plan.
9. Tax Requirements. The Optionee receiving shares issued upon
exercise of the Option 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
shall be made in cash, by check or, if permitted, through delivery of shares of
the Company's Common Stock owned by the Optionee of fair market value equal to
the required withholding, or any combination thereof.
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10. Law Governing. This Agreement is intended to be performed in
the State of Texas and shall be construed and enforced in accordance with and
governed by the laws of Texas.
11. Date of Grant. The date of grant of this Option is
_______________.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Optionee, to evidence his
consent and approval of all the terms hereof, has duly executed this Agreement,
as of the date specified in Section 11 hereof.
COMMERCIAL METALS COMPANY
BY:______________________________
President
OPTIONEE:
_________________________________
Social Security No.______________
Address:
__________________________________
__________________________________