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EXHIBIT 4.4
EMPLOYEE STOCK PURCHASE APPLICATION AND SUBSCRIPTION AGREEMENT
THIS AGREEMENT by and between COMMERCIAL METALS COMPANY, a Delaware Corporation
(hereinafter called "Company"), and the employee (hereinafter called
"Purchaser") named in the attached Stock Purchase Plan Acknowledgment
(hereinafter called "Acknowledgment").
WITNESSETH:
WHEREAS, the Board of Directors of the Company is of the opinion that the best
interest of the Company and its shareholders will be advanced by encouraging
employees of the Company and its subsidiaries, upon whose judgment, initiative,
and effort the success and development of its business depends, to become
owners of the capital stock in the Company;
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants
herein set forth, the parties agree as follows:
I.
Purchaser makes application to the Company and agrees to purchase the number of
shares of the Company's Common Stock at the price set forth on the attached
Acknowledgment pursuant to the terms and conditions of the 1968 General
Employee's Stock Purchase Plan.
II.
Purchaser agrees that payment for the shares shall be made in cash in
substantially equal installments (with no right of pre-payment) each payroll
period by payroll deductions from the Purchaser's gross pay as promptly as is
feasible after January 1, 19___, and ending December 31, 19___. Purchaser
agrees that this application constitutes continuing authority to the Company or
subsidiary by whom Purchaser is employed to deduct such installment payments
from the Purchaser's gross pay until the entire purchase price of the shares is
paid. In the event that the Purchaser may not authorize payroll deductions
under applicable laws, or has no pay, or gross pay insufficient (after
authorized or legally required deductions) to permit deduction of any
installment payment, Purchaser shall make such payment in cash or check to the
Company not later than the 10th day following the end of the payroll period in
which the corresponding payroll deduction would have been made.
III.
The Company agrees that upon payment by the Purchaser of the entire purchase
price set forth in the Acknowledgment, the Company will, within 30 days, issue
a stock certificate for the number of shares purchased to Purchaser and the
payroll authorization will be canceled. The time of issuance and delivery of
shares may be postponed for such period as may be required to comply with
registration requirements under the Securities Act of 1933, the Securities
Exchange Act of 1934, listing requirements of the New York Stock Exchange and
the requirements under other laws or regulations applicable to the issuance or
sale of such shares.
IV.
If there is any change in the capital structure of the Company including
merger, consolidation, a dividend to holders of such stock payable in stock of
the same class or the issuance to such holders of rights to subscribe to stock
of the same class, the Board of Directors of the Company shall make such
adjustments as it deems equitable to prevent dilution or enlargement of the
Purchaser's rights.
V.
Purchaser will have the right to cancel this application at any time prior to
payment in full, by giving the Company written notice of cancellation. The
Company will, within 30 days of receipt of cancellation notice, refund to the
Purchaser without interest, the amount paid in respect of such shares. In the
event that Purchaser shall at any time revoke, cancel or suspend this
authorization for payroll deductions or shall otherwise fail to pay any
installment within 10 days after its due date, such action shall be equivalent
to a notice of cancellation.
VI.
If the Purchaser's service terminates by reason of retirement after reaching
normal retirement age, disability, or death, (each of the foregoing events
hereinafter called an "Authorized Termination") before the stock is fully paid
for, the Purchaser or
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Purchaser's estate, as the case may be, within 90 days after such Authorized
Termination, may: (a) receive in cash the net amount accumulated under this
Agreement as a result of deductions from gross pay or payments to the Company,
or; (b) have issued a certificate for the number of whole shares as the net
amount accumulated to the time of such Authorized Termination will purchase at
the price per share provided in the Acknowledgment, or; (c) pay the entire
balance due and have issued a certificate for the entire number of shares
purchased. Any adjustment necessary to bring purchases to one or more whole
shares shall be made in cash. If Purchaser's employment by the Company or its
subsidiary terminates for any reason other than by Authorized Termination
before the stock is fully paid for, this application will be canceled and
Purchaser will be entitled to receive, within 30 days, cash in the total amount
withheld from Purchaser's gross pay and/or paid to the Company under this
Agreement.
VII.
Purchaser may not sell, assign, transfer, pledge, or otherwise dispose of or
encumber either Purchaser's right to purchase or interest in any shares to be
issued upon payment of the amount due, and except as otherwise provided by the
law, such right and interest shall not be liable for or subject to debts,
contracts, or liabilities of the Purchaser. If any such action is taken by
Purchaser, or any claim is asserted by any other party in respect of such right
and interest, such action or claim shall be treated as a notice of
cancellation, and the Company, except as may be otherwise required by law, will
refund the Purchaser's entire contribution.
VIII.
Purchaser will have no rights as a shareholder with respect to shares purchased
hereunder until Purchaser becomes a shareholder. Purchaser will become a
shareholder with respect to shares for which payment has been completed at the
time the certificate for the shares is issued.
IX.
In the event that the issuance of any stock to Purchaser results in additional
compensation under federal or state laws which require that the tax thereon be
withheld, the Company may deduct from Purchaser's gross pay either periodically
or in lump sum an amount required for such withholding. Until such tax is paid
the stock will be held by the Company in issued form as security for the amount
to be withheld and will be delivered to the Purchaser within 30 days
thereafter.
X.
Any notice to the Company under this Agreement shall be addressed to its
Secretary at P. O. Box 1046, Dallas, Texas 75221, or to the Purchaser at the
address on the attached Acknowledgment. Either party shall notify the other in
writing of a new address.
This Agreement is effective on the date set forth on the attached
Acknowledgment.
X_____________________________
Purchaser's Signature
COMMERCIAL METALS COMPANY
BY: ______________________________________
President