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Form of Executive Employment Continuity Agreement

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Sectors: Manufacturing
Effective Date: September 01, 1995
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EXHIBIT 10.1 COMMERCIAL METALS COMPANY
EXECUTIVE EMPLOYMENT CONTINUITY AGREEMENT THIS AGREEMENT, dated as of (the " Agreement Date" ), is made by and between COMMERCIAL METALS COMPANY (the " Company" ), a Delaware corporation, and (the " Executive" ).ARTICLE I
PURPOSE The Board of Directors of the Company (the " Board" ) has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued services of the Executive, despite the possibility or occurrence of a Change in Control of the Company. The Board believes that this objective may be achieved by giving key management employees assurances of financial security in case of a pending or threatened Change in Control, so that they will not be distracted by personal risks and will continue to devote their full time and best efforts to the performance of their duties. The Company and the Executive enter into this Agreement to induce the Executive to remain an employee of the Company and to continue to devote Executive' s full energy to the Company' s affairs. This Agreement is not intended to provide the Executive with any right to continued employment with the Company, except in the event of a Change in Control of the Company and subject to the provisions of this Agreement. The effect of this Agreement on other agreements and other rights of the Executive is explained in Article IX below.ARTICLE II
CERTAIN DEFINITIONS When used in this Agreement, the terms specified below shall have the following meanings: 2.1 " Affiliate" means any corporation or other entity that is directly or indirectly through one or more intermediaries, controlled by the Company. 2.2 " Annual Base Salary" has the meaning set forth in Section 3.2(a). 2.3 " Annual Cash Incentive Plan" means the cash bonus plan as administered by the compensation committee of the Company' s board of directors which establishes the criteria for and amount of annual cash bonus payments for key executives. 2.4 " Auditor" has the meaning set forth in Section 6.1. 2.5 " Benefit Continuation Period" means the period beginning on the Termination Date and ending on the second anniversary of the Termination Date.


2.6 " Benefit Restoration Plan" means the Commercial Metals Companies Benefit Restoration Plan effective September 1, 1995, as amended. 2.7 " Capped Amount" has the meaning set forth in Section 6.1. 2.8 " Cash Bonus Opportunity" has the meaning set forth in Section 3.2(b). 2.9 " Cause" has the meaning set forth in Section 4.3. 2.10 " Change in Control" means any of the following events: (a) any Person becomes the " beneficial owner" (as defined in Rule 13d-3 or Rule 13d-5 under the Exchange Act), directly or indirectly, of 25% or more of the combined voting power of the Company' s then outstanding voting securities; (b) the Incumbent Board ceases for any reason to constitute at least the majority of the Board; provided, however, that any person becoming a director subsequent to the Agreement Date whose election, or nomination for election by the Company' s shareholders was approved by a vote of at least 75% of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this subsection (b), considered as though such person were a member of the Incumbent Board; (c) all or substantially all of the assets of the Company are sold, transferred or conveyed and the transferee of such assets is not controlled by the Company (control meaning the ownership of more than 50% of the combined voting power of such entity' s then outstanding voting securities); or (d) the Company is reorganized, merged or consolidated, and the shareholders of the Company immediately prior to such reorganization, merger or consolidation own in the aggregate 50% or less of the outstanding voting securities of the surviving or resulting corporation or entity from such reorganization, merger or consolidation.Notwithstanding anything in the foregoing to the contrary, no Change in Control shall be deemed to have occurred for purposes of this Agreement by virtue of any transaction (i) which results in the Executive or a group of Persons, which includes the Executive, acquiring, directly or indirectly, 25% or more of the combined voting power of the Company' s then outstanding voting securities; or (ii) which results in the Company, any Affiliate or any profit-sharing plan, employee stock ownership plan or employee benefit plan of the Company or any Affiliates (or any trustee of or fiduciary with respect to any such plan acting in such capacity) acquiring, directly or indirectly, 15% or more of the combined voting power of the Company' s then outstanding voting securities. For purposes of this section, the term " Incumbent Board" means the individuals who as of the

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Agreement Date constitute the Board, and the term " Person" means any natural person, firm, corporation, government, governmental agency, association, trust or partnership. 2.11 " Change in Control Arrangements" has the meaning set forth in Section 6.1. 2.12 " Change in Control Payment" has the meaning set forth in Section 6.1. 2.13 " Change in Control Date" means the date on which a Change in Control occurs. 2.14 " Code" means the Internal Revenue Code of 1986, as amended. 2.15 " Constructive Termination" has the meaning set forth in Section 4.4. 2.16 " Disabled" or " Disability" means that the Executive: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company or an Affiliate. 2.17 " Disability Effective Date" has the meaning set forth in Section 4.1. 2.18 " Employment Period" means the period commencing on the Change in Control Date and ending on the second anniversary of the Change in Control Date. 2.19 " Equity Incentive Plans" means the Company' s 1996 Long-Term Stock Incentive Plan, the General Employee Stock Purchase Plan and any other equity incentive plan approved by the Company following the date of this Agreement which is intended to provide a financial incentive to employees of the Company based on the value of or utilizing the Company' s stock whether by means of grants or awards of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance share awards or any other equity based incentives. 2.20 " Excess Change in Control Payment" means the dollar amount of excise tax which the Executive would become obligated to pay pursuant to Code Section 4999 as a result of receipt of any payment from the Company in excess of the Capped Amount. 2.21 " Exchange Act" means the Securities Exchange Act of 1934, as amended.

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2.22 " Highest Annual Base Salary" means highest annual base salary paid by the Company or an Affiliate to the Executive for any calendar year during the sixty (60) consecutive month period immediately preceding the Termination Date. For purposes of this determination, annual base salary shall be annualized for any period of less that one complete calendar year. 2.23 " Long-Term Performance Plan" means a cash incentive plan administered by the compensation committee of the Company' s board of directors which provides for cash payments to key employees contingent upon the attainment of multi-year performance goals. 2.24 " Make-Whole Payment" has the meaning set forth in Section 6.4. 2.25 " Payment Date" means the 30 th day following the Executive' s Termination Date. 2.26 " Performance Period" has the meaning set forth in Section 3.2(b). 2.27 " Plans" has the meaning set forth in Section 3.2(c). 2.28 " Profit Sharing Plan" means the Commercial Metals Company Profit Sharing and 401(k) Plan or any successor plan thereto. 2.29 " Short Fall Amount" has the meaning set forth in Section 6.4. 2.30 " Qualifying Termination" means a Constructive Termination of the Executive' s employment pursuant to Section 4.4. 2.31 " Termination Date" means the date of termination of the Executive' s employment; provided, however, that if the Executive' s employment is terminated by reason of Disability, then the Termination Date shall be the Disability Effective Date (as defined in Section 4.1). 2.32 " Welfare Continuance Benefit" has the meaning set forth in Section 5.1(d). 2.33 " Welfare Plans" has the meaning set forth in Section 3.2(d).ARTICLE III
EMPLOYMENT AFTER A CHANGE IN CONTROL 3.1 Employment . The Company hereby agrees to continue the Executive in its employ during the Employment Period and, unless the Executive provides an express written consent otherwise, the Executive will have duties and such other powers that are substantially equivalent to the duties and powers which the Executive had prior to the Change in Control. Subject to Article IV of this Agreement, the Executive agrees to remain in the employ of the Company subject to the terms and conditions hereof and (i)

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will devote his knowledge, skill and best efforts on a full-time basis to performing his duties and obligations to the Company (with the exception of absences on account of illness or vacation in accordance with the Company' s policies, and civic and charitable commitments not involving a conflict with the Company' s business), (ii) will comply with the directions and orders of the Board with respect to the performance of his duties, and (iii) will comply with the provisions of Article X. 3.2 Compensation and Benefits . (a) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (" Annual Base Salary" ), which shall be paid at a monthly rate at least equal to the highest monthly base salary paid or payable to the Executive by the Company (including any base salary which has been earned but deferred by the Executive) in respect of the twelve-month period immediately preceding the month in which the Change in Control Date occurs. During the Employment Period, the Annual Base Salary shall be increased from time to time as substantially consistent with increases in base salary awarded to other peer executives of the Company. Annual Base Salary shall not be reduced after any such increase, and the term Annual Base Salary as used in this Agreement shall refer to Annual Base Salary as so adjusted. (b) Cash Bonus Opportunity . In addition to the Annual Base Salary, during the Employment Period the Company shall grant or cause to be granted to the Executive cash bonus opportunities (each a " Cash Bonus Opportunity" ) for each Performance Period which ends or begins during the Employment Period. " Performance Period" means each period of time designated in accordance with any cash incentive arrangement which is based upon performance, including the Annual Cash Incentive Plan and the Long-Term Performance Plan. The Executive' s target and maximum Cash Bonus Opportunity with respect to any Performance Period shall not be less than the largest target and maximum established for the Executive under any Company cash incentive arrangement, including the Annual Cash Incentive Plan and the Long-Term Performance Plan, as in effect for a Performance Period immediately preceding the Change in Control Date. (c) Incentive, Savings and Retirement Plans . During the Employment Period, the Executive shall be entitled to participate in all incentive, savings, deferred compensation and retirement plans, practices, policies and programs (" Plans" ) applicable generally to other peer executives of the Company, but in no event shall such Plans provide the Executive with incentives or savings and retirement benefits which, in each case, are less favorable in the aggregate than the greater of (i) those provided by the Company for the Executive under such Plans as in effect at any time during the 90-day period immediately preceding the Change in Control Date, or (ii) those provided generally at any time after the Change in Control Date to other peer executives of the Company. The Plans shall include both tax-qualified retirement plans and nonqualified retirement plans, and any equity or cash-based incentive plans.

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(d) Welfare Benefit Plans . During the Employment Period, the Executive and/or the Executive' s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs that provide benefits including, but not limited to, medical, prescription, dental, disability, group life, accidental death and travel accident insurance benefits (" Welfare Plans" ), but in no event shall such Welfare Plans provide the Executive with benefits which are less favorable, in the aggregate than the greater of (i) those provided by the Company for the Executive under such Welfare Plans as in effect at any time during the 90-day period immediately preceding the Change in Control Date, or (ii) those provided generally at any time after the Change in Control Date to other peer executives of the Company. (e) Other Employee Benefits . During the Employment Period, the Executive shall be entitled to other employee benefits and perquisites in accordance with the most favorable plans, practices, programs and policies of the Company, as in effect with respect to the Executive at any time during the 90-day period immediately preceding the Change in Control Date, or if more favorable, as in effect generally with respect to other peer executives of the Company. These other employee benefits and perquisites include, but are not limited to, vacation and use of a Company car. 3.3 Affiliates . If immediately prior to the Change in Control Date, the Executive was on the payroll of and participated in the Plans of an Affiliate of the Company, the references to the Company contained in Sections 3.1, 3.2 and the other sections of this Agreement shall be read to refer to the Company and to such Affiliate, as applicable. 3.4 Termination Prior to a Change in Control . Notwithstanding anything in this Agreement to the contrary, if a Change in Control occurs and the Executive' s employment with the Company or an Affiliate was terminated by the Company or an Affiliate prior to the Change in Control Date other than for Cause or Disability, and if it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or in anticipation of a Change in Control, then for all purposes of this Agreement the Executive' s termination of employment shall be treated as an involuntary termination of the Executive' s employment occurring immediately after the Change in Control Date, and the Executive shall be entitled to receive the amounts described in Section 5.1 of this Agreement. In addition, if the Executive' s employment is terminated by the Company other than for Cause or Disability within 90 days prior to a Change in Control, such termination shall conclusively be deemed to have occurred following a Change in Control.ARTICLE IV
TERMINATION OF EMPLOYMENT

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4.1 Disability . During the Employment Term, the Company may terminate the Executive' s employment if the Executive becomes Disabled. The Executive' s employment shall terminate effective on the 30th day after the Executive' s receipt of writt
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