As
filed with the Securities and Exchange Commission on August 4, 2006
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RELIANCE STEEL & ALUMINUM CO.
(Exact name of Registrant as specified in its charter)
|
|
|
|
California
(State or other jurisdiction of
|
|
95-1142616
(I.R.S. Employer
|
|
incorporation or organization)
|
|
Identification Number)
|
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Reliance Steel & Aluminum Co. Amended and Restated
Stock Option and Restricted Stock Plan
(Full title of plans)
David H. Hannah
Chief Executive Officer
Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed Maximum
|
|
|
Proposed Maximum
|
|
|
|
|
|
|
|
|
|
Amount To Be
|
|
|
Offering Price Per
|
|
|
Aggregate Offering
|
|
|
Amount Of
|
|
|
|
Title of Each Class of Securities To Be Registered
|
|
|
Registered(1)
|
|
|
Share
|
|
|
Price
|
|
|
Registration Fee
|
|
|
|
Common Stock, no par value
|
|
|
1,985,000 shares(2)
|
|
|
$
|
24.575
|
(3)
|
|
|
$
|
48,781,375.00
|
|
|
|
$
|
5,219.61
|
|
|
|
|
Common Stock, no par value
|
|
|
8,015,000 shares(4)
|
|
|
$
|
34.11
|
(5)
|
|
|
$
|
276,317,125.00
|
|
|
|
$
|
29,561.93
|
|
|
|
|
Total
|
|
|
10,000,000 shares
|
|
|
|
—
|
|
|
|
$
|
325,098,500.00
|
|
|
|
$
|
34,785.54
|
|
|
|
|
|
|
|
|
|
(1)
|
|
This registration statement also covers an indeterminate number of additional shares of
common stock of Reliance Steel & Aluminum Co. (the “Company”) that may be issued by reason of
stock splits, stock dividends, recapitalizations or similar transactions pursuant to Rule
416(a) of the Securities Act of 1933, as amended (the “Securities Act”).
|
|
|
|
(2)
|
|
Represents shares of the Company’s common stock, no par value per share (the “Common Stock”),
subject to options outstanding under the Reliance Steel & Aluminum Co. Amended and Restated
Stock Option and Restricted Stock Plan (the “Plan”), which were granted subject to shareholder
approval. The Company’s shareholders approved the Plan on May 17, 2006. The number of shares
were adjusted for the 2 for 1 stock split effective July 19, 2006.
|
|
|
|
(3)
|
|
Computed in accordance with Rule 457(h) of the Securities Act. The offering price represents
the exercise price per share for outstanding options under the Plan, adjusted for the 2 for 1
stock split effective July 19, 2006.
|
|
|
|
(4)
|
|
Represents shares of the Company’s Common Stock reserved for issuance under the Plan,
adjusted for the 2 for 1 stock split effective July 19, 2006.
|
|
|
|
(5)
|
|
Represents shares of the Company’s common stock, no par value per share (the “Common Stock”),
reserved for issuance under the Reliance Steel & Aluminum Co. Amended and Restated Stock
Option and Restricted Stock Plan (the “Plan”). The price shown is the average of the high and
low prices of the Company’s common stock on August 1, 2006 as reported on the NYSE.
|
TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Part I of this registration statement on Form S-8 (the
“Registration Statement”) will be included in documents that will be sent or given to participants
in the Reliance Steel & Aluminum Co. Amended and Restated Stock Option and Restricted Stock Plan
(the “Plan”) pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities
Act”). That information is not being filed with the Securities and Exchange Commission (the “SEC”)
in accordance with the rules and regulations of the SEC.
-2-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the SEC under the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into the
Registration Statement:
1. the proxy statement/prospectus included in the Registration Statement on Form S-4 filed on
February 7, 2006, as amended on February 28, 2006, which was declared effective March 1, 2006 (File
No. 333-131615);
2. the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, which
contains audited financial statements for the Company;
3. the
Company’s Form 10-Q for the quarter ended March 31, 2006;
4. all
Current Reports on Form 8-K filed by the Company since December 31, 2005; and
5. the description of the Common Stock contained in the Company’s Registration Statement on
Form 8-A filed with the SEC on January 2, 1994 pursuant to Section 12(b) of the Exchange Act, and
all amendments thereto and reports filed for the purpose of updating such description.
In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective
amendment indicating that all securities offered pursuant to this Registration Statement have been
sold or deregistering all such securities then remaining unsold shall be deemed to be incorporated
by reference herein and to be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers
In Article IV of the Restated Articles of Incorporation of the Company, the Company has
eliminated to the fullest extent permitted under California law the liability of directors of the
Company for monetary damages. Additionally, the Company is authorized to indemnify its agents as
defined in Section 317 of the California General Corporation Law for breach of their duty to the
Company and its shareholders through Bylaw provisions or through agreements with the agents, or
both, in excess of the indemnification otherwise permitted under Section 317, subject to the limits
on such excess indemnification set forth in Section 204 of the California General Corporation Law.
Section 5.11 of the Company’s Bylaws provides that the Company shall indemnify each of its agents
against expenses, judgments, fines, settlements or other amounts actually and reasonably incurred
by such person by reason of such person having been made or having been threatened to be made a
party to a proceeding to the
-3-
fullest extent permissible by the provisions of Section 317 of the
California Corporations Code, as amended from time to time, and that the Company shall advance the
expenses reasonably expected to be incurred in defending any such proceeding, upon receipt of the
undertaking required by Section 317(f).
Section 204 of the California General Corporation Law allows a corporation, among other
things, to eliminate or limit the personal liability of a director for monetary damages in an
action brought by the corporation itself or by way of a derivative action brought by shareholders
for breach of a director’s duties to the corporation and its shareholders. The provision may not
eliminate or limit liability of directors for the following specified actions, however: (i) for
acts or omissions that involve intentional misconduct or a knowing and culpable violation of law;
(ii) for acts or omissions that a director believes to be contrary to the best interests of the
corporation or its shareholders, or that involve the absence of good faith on the part of the
director; (iii) for any transaction from which a director derived an improper personal benefit;
(iv) for acts or omissions that show a reckless disregard of the director’s duty to the corporation
or its shareholders in circumstances in which the director was aware, or should have been aware, in
the ordinary course of performing a director’s duties, of a risk of serious injury to the
corporation or its shareholders; (v) for acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director’s duty to the corporation or its
shareholders; (vi) for transactions between the corporation and a director, or between corporations
having interrelated directors; and (vii) for improper distributions and stock dividends, loans and
guaranties. The provision does not apply to acts or omissions occurring before the date that the
provision became effective and does not eliminate or limit the liability of an officer for an act
or omission as an officer, regardless of whether that officer is also a director.
Section 317 of the California General Corporation Law gives a corporation the power to
indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding,
whether threatened, pending, or completed, and whether civil, criminal, administrative or
investigative, by reason of the fact that that person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise. A corporation may indemnify such a person against expenses, judgments, fines,
settlements and other amounts actually or reasonably incurred in connection with the proceeding, if
that person acted in good faith, and in a manner that that person reasonably believed to be in the
best interest of the corporation; and, in the case of a criminal proceeding, had no reasonable
cause to believe the conduct of the person was unlawful. In an action by or in the right of the
corporation, no indemnification may be made with respect to any claim, issue or matter (a) as to
which the person shall have been adjudged to be liable to the corporation in the performance of
that person’s duty to the corporation and its shareholders, unless and only to the extent that the
court in which such proceeding was brought shall determine that, in view of all of the
circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses;
and (b) which is settled or otherwise disposed of without court approval. To the extent that any
such person has been successful on the merits in defense of any proceeding, or any claim, issue or
matter therein, that person shall be indemnified against expenses actually and reasonably incurred
in connection therewith. Indemnification is available only if authorized in the specific case by a
majority of a quorum of disinterested directors, by independent legal counsel in a written opinion,
by approval of the shareholders other than the person to be indemnified, or by the court. Expenses
incurred by such a person may be advanced by the corporation before the final disposition of the
proceeding upon receipt of an undertaking to repay the amount if it is ultimately determined that
the person is not entitled to indemnification.
Section 317 of the California General Corporation Law further provides that a corporation may
indemnify its officers and directors in excess of the statutory provisions if authorized by its
Articles of Incorporation and that a corporation may purchase and maintain insurance on behalf of
any officer,
-4-
director, employee or agent against any liability asserted or incurred in his or her
capacity, or arising out of his or her status with the corporation.
In addition to the provisions of the Restated Articles of Incorporation and Bylaws of the
Company, the Company has entered into indemnification agreements with all of its present directors
and officers,
to indemnify these persons against liabilities arising from third party proceedings,
or from proceedings by or in the right of the Company, to the fullest extent permitted by law.
Additionally, the Company has purchased directors’ and officers’ liability insurance for the
benefit of its directors and officers.
At present, there is no pending litigation or proceeding involving a director, officer or
employee of the Company pursuant to which indemnification is sought, nor is the Company aware of
any threatened litigation that may result in claims for indemnification. Section 317 of the
California General Corporation Law and the Bylaws of the Company provide for the indemnification of
officers, director and other corporate agents in terms sufficiently broad to indemnify such
persons, under certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.
The Registration Rights Agreement dated January 17, 2006, by and among the Company, Kelso
Investment Associates, L.P. (“KIA”), Kelso Equity Partners II, L.P. (“KEP II”), KIA III-Earle M.
Jorgensen, L.P. (“KIA III”) and Kelso Investment Associates IV, L.P. (“KIA IV,” and collectively
with KIA, KEP II and KIA III, the “Stockholders”) provides for cross-indemnification by the Company
and the Stockholders in connection with registration of the Company’s common stock on behalf of the
Stockholders.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
|
4.1
|
|
Reliance Steel & Aluminum Co. Amended and Restated Stock Option and Restricted Stock Plan.
|
|
|
|
4.2
|
|
Form of Stock Option Agreement under the Reliance Steel & Aluminum Co. Amended and Restated
Stock Option and Restricted Stock Plan.
|
|
|
|
4.3
|
|
Form of Restricted Stock Agreement under the Reliance Steel & Aluminum Co. Amended and
Restated Stock Option and Restricted Stock Plan.
|
|
|
|
5.1
|
|
Opinion of Kay Rustand, Vice President and General Counsel of the Company (including
consent).
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
23.2
|
|
Consent of Kay Rustand, Vice President and General Counsel of the Company (contained in its
opinion filed as Exhibit 5.1 hereto).
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page of this registration statement).
|
-5-
Item 9. Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective
amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the Registration Statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs (a)(i) and
(a)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the undersigned registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for the purpose of determining any
liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provision, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
-6-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it
has reasonable grounds to believe it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on August 1, 2006.
|
|
|
|
|
|
|
|
|
|
|
RELIANCE STEEL & ALUMINUM CO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ David H. Hannah
David H. Hannah
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
-7-
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints David H. Hannah
and Karla Lewis, and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, to sign on his behalf, individually and in each capacity
stated below, all amendments and post-effective amendments to this Registration Statement on Form
S-8 and to file the same, with all exhibits thereto and any other documents in connection
therewith, with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, granting unto such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as each such person might or could do in person, hereby ratifying and
confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated
below and on August 1, 2006.
|
|
|
|
|
Signatures
|
|
Title
|
|
|
|
|
/s/ DAVID H. HANNAH
David H. Hannah
|
|
Chief Executive Officer
(Principal Executive Officer); Director
|
|
|
|
|
/s/ GREGG J. MOLLINS
Gregg J. Mollins
|
|
President and Chief Operating Officer;
Director
|
|
|
|
|
/s/ KARLA LEWIS
Karla Lewis
|
|
Executive Vice President and
Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer)
|
|
|
|
|
/s/ JOE D. CRIDER
Joe D. Crider
|
|
Chairman of the Board; Director
|
|
|
|
|
/s/ THOMAS W. GIMBEL
Thomas W. Gimbel
|
|
Director
|
|
|
|
|
/s/ DOUGLAS M. HAYES
Douglas M. Hayes
|
|
Director
|
|
|
|
|
/s/ FRANKLIN R. JOHNSON
Franklin R. Johnson
|
|
Director
|
-8-
|
|
|
|
|
Signatures
|
|
Title
|
/s/ MARK V. KAMINSKI
Mark V. Kaminski
|
|
Director
|
|
|
|
|
/s/ RICHARD J. SLATER
Richard J. Slater
|
|
Director
|
|
|
|
|
/s/ LESLIE A. WAITE
Leslie A. Waite
|
|
Director
|
-9-
INDEX TO EXHIBITS
|
|
|
|
|
Exhibits
|
|
Description
|
|
|
|
|
|
4.1
|
|
Reliance Steel & Aluminum Co. Amended and Restated Stock Option and Restricted Stock Plan.
|
|
|
|
|
|
4.2
|
|
Form of Stock Option Agreement under the Reliance Steel & Aluminum Co. Amended and Restated
Stock Option and Restricted Stock Plan.
|
|
|
|
|
|
4.3
|
|
Form of Restricted Stock Agreement under the Reliance Steel & Aluminum Co. Amended and
Restated Stock Option and Restricted Stock Plan.
|
|
|
|
|
|
5.1
|
|
Opinion of Kay Rustand, Vice President and General Counsel of the Company (including
consent).
|
|
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
|
|
23.2
|
|
Consent of Kay Rustand, Vice President and General Counsel of the Company (contained in its
opinion filed as Exhibit 5.1 hereto).
|
|
|
|
|
|
24.1
|
|
Power of Attorney (included on the signature page of this registration statement).
|
-10-
Exhibit 4.1
RELIANCE STEEL & ALUMINUM CO.
AMENDED AND RESTATED
STOCK OPTION AND RESTRICTED STOCK PLAN
1.
Purpose
. The purpose of this Amended and Restated Reliance Steel & Aluminum Co. 2004 Stock
Option and Restricted Stock Plan (the “Plan”) is (a) to advance the interests of Reliance Steel &
Aluminum Co. (the “Company”) and its shareholders by providing key employees, including officers,
of the Company who will be responsible for the long-term growth of the Company’s earnings the
opportunity to acquire or increase their equity interests in the Company, thereby achieving a
greater commonality of interest between shareholders and employees, and (b) to enhance the
Company’s ability to retain and attract highly qualified employees by providing an additional
incentive to such employees to achieve the Company’s long-term business plans and objectives.
2.
Awards
. Awards shall be granted in the first quarter of each year and at such other times
as the Board of Directors of the Company (the “Board”) and/or the Compensation and Stock Option
Committee of the Company may determine appropriate. Awards under the Plan may be granted in the
form of (i) incentive stock options (“ISO’s”) as provided in Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”), (ii) non-qualified stock options (“NQSO’s”), or (iii)
restricted shares of common stock of the Company (“Restricted Stock”). ISO’s and NQSO’s shall
hereinafter be referred to individually as an “Option” and collectively as “Options” in the Plan.
3.
Administration
.
a.
Committee
. The Plan shall be administered by a
committee (the “Committee”) authorized by the Board.
The Committee shall consist of not less than three
directors of the Company who shall be appointed, from
time to time, by the Board,
provided
that no director
who was eligible to participate in the Plan during the
then preceding three years shall be appointed as a
member of the Committee. At any time that the Company
has a class of equity securities registered under
Section 12 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), only directors who, at the
time of service, qualify as “independent directors”
under any applicable New York Stock Exchange standards
and as “disinterested persons” or “Non-Employee
Directors” within the meaning of Rule 16b-3 under the
Exchange Act shall be members of the Committee.
b.
Authority
. Subject to the terms and conditions set
forth herein, the Committee shall have full and final
authority with respect to the Plan (i) to interpret all
provisions of the Plan consistent with applicable
federal or state law; (ii) to determine the employees
who will receive Options or Restricted Stock; (iii) to
determine the frequency of
1
grant of Options or
Restricted Stock; (iv) to determine the number and type
(i.e., ISO’s or NQSO’s) of Options or number of shares
of Restricted Stock to be granted to each employee; (v)
to determine the price at which the Options may be
exercised or Restricted Stock will be valued consistent
with the terms of the Plan;
(vi) to specify the number
of shares subject to each Option or number of shares of
Restricted Stock or any combination thereof; (vii) to
prescribe the form and terms and conditions of
agreements described in Section 3(c), including, but not
limited to, any conditions of forfeiture or vesting;
(viii) to determine when and how Options may be
exercised and the type of consideration that may be used
in connection with the exercise; (ix) to determine when
and how Restricted Stock may vest or will be subject to
forfeiture; (x) to adopt, amend and rescind general and
special rules and regulations for the Plan’s
administration; and (xi) to make all other
determinations necessary or advisable for the
administration of the Plan but only to the extent not
contrary to or inconsistent with the provisions of the
Plan, the corporate governance guidelines adopted by the
Company or any applicable laws, rules or regulations.
The Board of Directors as a whole (other than any
director being granted Options or Restricted Stock)
shall make the final determination regarding any
proposed award of Options or Restricted Stock. Any
action of the Board of Directors or the Committee shall
be by majority vote. Any action of the Board of
Directors shall be final, conclusive and binding on all
persons, including the Company and its subsidiaries and
shareholders, Participants and persons claiming rights
from or through a Participant.
c.
Agreements
. The terms and conditions of each Option or of each Restricted Stock
award granted to any employee of the Company (“Participant”) shall be provided in an
agreement (individually, the “Agreement” or, collectively, the “Agreements”) which shall be
signed by the Company and the Participant at the time of grant or award. Such terms and
conditions shall be consistent with the provisions of the Plan.
4.
Eligibility
.
a.
Employees
. The Committee from time to time shall determine and recommend to the
Board those officers and other key employees of the Company (including key employees of any
subsidiary which now exists or may hereafter be acquired or created) (individually,
“Participant” or, collectively, “Participants”) to whom Options shall be granted or to whom
Shares of Restricted Stock shall be awarded (the “Restricted Shares”) and the number of
Shares (as defined below) to be optioned or awarded to such Participant. No director,
outside consultant, or other independent contractor who is not an employee of the Company or
a subsidiary shall be eligible to receive Options or Restricted Stock under the Plan.
b.
Number Granted
. In determining the number of Options or Restricted Shares to be
granted or awarded to any Participant, the Committee shall consider, among other things, the
annual remuneration received by the Participant from the Company, the importance of the
Participant’s duties on behalf of the Company, the Participant’s performance of such duties,
the Company’s performance and other relevant factors. The recommendations of the Committee
shall be subject to the approval of the Board. Upon such
2
approval, the appropriate officers
of the Company are hereby authorized to execute and deliver the Options in the name of the
Company.
5.
Shares Subject to Plan
. Subject to adjustments as provided in Sections 9c and 12 hereof,
the aggregate number of shares of common stock of the Company (“Shares”) as to which Options may be
granted and Restricted Stock awarded under the Plan shall not exceed 5,000,000 Shares. If an
Option granted hereunder shall expire or terminate, or if Restricted Shares awarded hereunder are
forfeited, for any reason without having been fully exercised or becoming vested, as applicable,
then the Shares covered by the unexercised portion of such Option or the forfeited Restricted
Shares shall be available under and for any purposes of the Plan.
6.
Allotment of Shares
. Following adoption of the Plan by the Board, the Board may, in
accordance with the recommendations of the Committee and the provisions of the Plan, grant Options
to purchase Shares, subject to approval of the Plan in accordance with Section 12g no later than at
the Company’s 2004 annual shareholders meeting and may award Restricted Shares, subject to approval
of the Plan in accordance with Section 12g no later than at the Company’s 2006 annual shareholders
meeting.
7.
Prices
. The Committee shall determine the price per Share at which each Option granted
under the Plan may be exercised (“Option Price”) or each Restricted Share shall be valued in
accordance with the following:
a.
ISO’s
. The Option Price at which each ISO granted under the Plan may be exercised
shall not be less than one hundred per cent (100%) of the fair market value of a Share at
the time such ISO is granted. In the case of an Participant who owns stock representing
more than ten percent (10%) of the total combined voting power of all classes of stock of
the Company at the time an ISO is granted, the Option Price for such ISO shall not be less
than 110% of the fair market value of the Shares at the time the Option is granted.
b.
NQSO’s
. The Option Price at which each NQSO granted under the Plan may be exercised
shall not be less than one hundred per cent (100%) of the fair market value of a Share at
the time the NQSO is granted.
c.
Restricted Stock.
The value of each Restricted Share awarded under the Plan shall
not be less than one hundred per cent (100%) of the fair market value of a Share at the time
of the award.
d.
Fair Market Value
. The fair market value of the Company’s common stock shall be
determined as follows:
i. If the Company’s common stock is not publicly traded the fair market value
shall be an amount determined by the Committee to be the price at which the Shares
could reasonably be expected to be sold in an arm’s length transaction giving due
consideration to such factors as recent transactions involving Shares, the Company’s
actual and projected earnings, the value of the Company’s assets, any
3
appraised
valuation of the Shares, and such other factors as the Committee deems pertinent to
determining fair market value.
ii. If the Company’s common stock is listed on a national securities exchange
or the high and low prices are reported by NASDAQ at the time of any grant or award
under the Plan, then the fair market value of a Share shall be the closing price of
a Share on such exchange on the business day immediately preceding the date such
Option is granted or Restricted Shares awarded or the average of the highest and
lowest selling prices as reported by NASDAQ on the date such Option is granted or
Restricted Shares awarded or, if there were no sales on said date, then on the next
prior business day on which there were sales. If the Company’s stock is traded
other than on a national securities exchange or the high and low selling prices are
not reported on NASDAQ at the time an Option is granted or Restricted Shares
awarded, then the fair market value of a Share shall be the average between the bid
and asked price of a Share on the date of such grant or award as reported on NASDAQ,
if available.
8.
Expiration Periods
. An Option granted under the Plan shall terminate, and the right of the
Participant (or the Participant’s estate, personal representative, or beneficiary) to purchase
Shares upon exercise of the Option shall expire on the date which is established by the Committee
or the Board, but no more than ten (10) years from the date of grant (the “Termination Date”). The
Committee may establish vesting requirements and forfeiture provisions for any Restricted Stock
granted to Participants and may establish different vesting or forfeiture dates; provided that each
restriction period shall be not less than twelve (12) months or more than five (5) years
(“Forfeiture Date(s)”).
9.
Exercise of Options; Vesting of Restricted Shares
.
a.
By a Participant During Continuous Employment
.
i. No Option may be exercised, in whole or in part, and no Restricted Shares
shall vest, for a period of one year after the date of the grant of such Option or
the award of such Restricted Stock. If the Participant’s employment with the
Company terminates for any reason during that year, the Option shall remain
unexercisable and immediately terminate and the Restricted Shares shall
automatically be forfeited.
ii. Every Option shall be exercisable during the second year from its date of
grant, to the extent of all or any part of one-fourth of the optioned Shares; during
the third year from its date of grant it shall be exercisable to the extent of all
or any part of one-half of the optioned Shares, less the number of Shares that have
been acquired under the Option during the second year; during the fourth year from
its date of grant it shall be exercisable to the extent of all or any part of
three-fourths of the optioned Shares, less the number of Shares that have been
acquired under the Option during the second and third years; and during the
remainder of the term of the
4
Option it shall be exercisable, in whole or in part,
for the full number of optioned Shares, less the number that have been acquired
under the Option during the second, third and fourth years; provided that the
Participant is an employee of the Company or a subsidiary at the time of the
exercise or the Participant’s representative is entitled to exercise the Option as
set forth herein.
iii. A Participant who has been continuously employed by the Company or a
subsidiary or a combination thereof since the date of grant is eligible to exercise
all Options which are then exercisable up to the Termination Date of such Options or
to become vested in all Restricted Shares awarded, subject to satisfaction or
fulfillment of the conditions established therein. The Committee will decide in
each case, subject to the limitations set forth in Section 422 of the Code
applicable to ISO’s, to what extent leaves of absence for government or military
service, illness, temporary disability, or other reasons shall not be deemed for
this purpose interruptions of continuous employment.
b.
Black-out Periods
. No Option may be exercised during any black-out period
established by the Committee. No Participant may exercise any Option within the five
business days before a dividend record date. No officer of the Company may exercise any
Option without obtaining the consent of the Chief Executive Officer or the General Counsel
of the Company at least one business day before the exercise.
c.
Termination of Employment
. Every Option shall expire or Restricted Share shall be
forfeited on the earlier to occur of (i) the Termination Date set forth in the Option or the
Forfeiture Date(s) set forth in the Restricted Stock if the conditions established therein
have not been satisfied, as applicable, or (ii) three months after the cessation of the
Participant’s employment with the Company or any subsidiary under any circumstances (except
for a transfer of employment between the Company and a subsidiary), unless such cessation
was occasioned by death or disability within the meaning of Section 22(b)(3) of the Code
(“total disability”) of the Participant; and, if the Option is exercised after such
cessation of employment, may be exercised only in respect of the number of Shares which the
Participant could have acquired under the Option by the exercise thereof immediately prior
to such cessation of employment, or (iii) if, within three months after the cessation of the
Participant’s employment with the Company, for any reason, the Company determines that one
or more conditions of the Restricted Stock were fulfilled prior to such cessation of
employment, that portion of the Restricted Shares subject to such condition(s) shall be
deemed to have vested prior to the cessation of employment. In the event of (1) the
cessation of employment by reason of death or total disability of a Participant or (2) the
death of a Participant within three months following the cessation of his or her employment,
any Option theretofore granted may be exercised within one year after the date of cessation
of employment by reason of total disability or within one year after the date of death by
any beneficiary designated by the Participant to the Company in writing, by the
Participant’s estate or the executor thereof or by the person or persons to whom the
Participant’s rights under the Option shall pass by will or the laws of descent and
distribution or by the custodian or guardian of the estate, but only in respect of the
number of Shares which the Participant
5
could have acquired under the Option by the exercise
thereof immediately prior to such cessation of employment. Notwithstanding the foregoing,
the Option may not be exercised after the Termination Date and the Restricted Shares shall
not vest if the condition(s) to vesting have not been met on or before the Forfeiture
Date(s).
d.
Termination of Options
. An Option granted under the Plan shall be considered
terminated, in whole or in part, to the extent that, in accordance with the provisions of
the Plan, it can no longer be exercised for Shares originally subject to the Option.
e.
Forfeiture of Restricted Shares
. Any Restricted Shares awarded under the Plan shall
be forfeited, in whole or in part, to the extent that the conditions to vesting have not
been satisfied or fulfilled on or before the applicable Forfeiture Date(s).
f.
Persons Subject to Section 16 of the Exchange Act
. Participants who are subject to
Section 16 of the Exchange Act are hereby advised that, to rely on Rule 16b-3, the
Participant may be required to hold any equity security of the Company acquired upon
exercise of an Option by such person for at least six months after the date of grant of the
Option.
10.
Manner of Exercise and Payment for Options
.
a.
Manner of Exercise
. An Option granted pursuant to the Plan may be
exercised, subject to provisions relating to its termination, from
time to time, only by (i) written notice of intent to exercise the
Option with respect to a specified whole number of Shares; (ii)
payment to the Company in a manner permitted by Section 10b
(contemporaneously with delivery of each such notice) of the amount of
the Option Price for the number of Shares with respect to which the
Option is then being exercised; and (iii) if the Company shall so
require, written representation, in form and substance satisfactory to
the Company, that the Shares received upon exercise of the Option are
being acquired for investment. Each such notice, payment and
representation shall be delivered to the Secretary of the Company or
mailed by registered or certified mail or sent by facsimile or
commercial courier, addressed to the Secretary of the Company at the
Company’s executive offices at 350 South Grand Avenue, Suite 5100, Los
Angeles, California 90071, from time to time, until the total number
of Shares then subject to the Option has been purchased or the Option
has expired by its terms. No Shares shall be delivered pursuant to
the exercise of any Option until registered or qualified for delivery
under those securities laws and regulations as may be applicable
thereto, in the Committee’s judgment, unless the Committee determines
that an exemption from such laws is available.
b.
Form of Payment
. The Participant shall pay for the Shares
concurrently with the exercise of the Option, but in no event later
than three business days after such exercise; provided that payment
must be received by the Company prior to the Termination Date.
Payment for Shares pursuant to exercise of an Option shall be made in
cash, by wire or electronic transfer, by check, or by any form of
“cashless” exercise that the Committee
6
deems acceptable under
applicable securities laws. If Shares previously acquired by exercise
of an Option granted under the Plan are used for payment, such Shares
shall be added back to the number of Shares available for grant under
the Plan in accordance with the provision of Section 5.
c.
Limitations on Exercise
. In the case of Options intended to be ISO’s,
the aggregate fair market value, determined as of the date of grant,
of the Shares as to which such Options are exercisable for the first
time by a Participant shall be limited to $100,000 per calendar year.
11.
Restricted Stock Award.
a.
Vesting Conditions
.
Upon an award of Restricted Stock, the Committee may establish
certain employment conditions or performance goals to be met before the Restricted Stock, or
any portion thereof, shall vest in the Participant. If these employment conditions or
performance goals are not met within the time specified in the Restricted Stock Agreement,
the Participant shall forfeit any right to the Restricted Stock or that portion of the
Restricted Stock subject to such restriction.
b.
Shareholder Rights.
Except as specifically restricted under the terms of the Plan
or any Restricted Stock Agreement related to the award of Restricted Stock, a Participant
awarded Restricted Stock shall have all the rights of a shareholder of the Company,
including, without limitation, the right to vote the Restricted Stock and to receive
dividends on the Restricted Stock unless and until the Participant forfeits his or her right
to the Restricted Stock by failure to meet the conditions set forth in the Restricted Stock
Agreement.
c.
Certificate.
Any stock certificate issued with respect to the shares of Restricted
Stock shall be registered in the name of the Participant but shall be held by the Company
for the account of the employee until the Forfeiture Date.
d.
Forfeiture.
In the event that (i) the Participant’s employment with the Company is
terminated for any reason or (ii) the Board of Directors determines that the Participant has
violated the Company’s Code of Conduct or (iii) the conditions are not satisfied or
fulfilled by the specified Forfeiture Date(s), the Participant shall forfeit all Restricted
Stock that has not previously vested, subject to Section 9 above. If the Participant
attempts to transfer any Restricted Shares, whether voluntarily or involuntarily, other than
in compliance with the Plan, such Restricted Shares shall be automatically forfeited, if not
vested, and such attempted transfer shall be deemed to be null and void.
e.
Cancellations of Certificates.
All stock certificates evidencing forfeited
Restricted Stock shall be deemed to be null and void and shall be cancelled. If any stock
certificate evidences both forfeited Shares of Restricted Stock and vested Shares of
Restricted Stock, the Participant shall return such stock certificate to the Company and the
Company shall cancel that certificate and issue a new certificate representing the vested
7
Shares of Restricted Stock. The Company shall not be obligated to issue a new certificate
unless and until the original stock certificate has been returned to the Company.
12.
Other Provisions
.
a.
Adjustments
.
i.
Adjustment of Shares
. In the event that the Company’s
outstanding shares of common stock are changed into or exchanged for a
different number or kind of shares of the Company or other securities
of the Company or another corporation by reason of merger,
consolidation, recapitalization, reclassification, stock split-up,
stock dividend or combination of shares, issuance or exercise of
warrants or rights, the Committee shall make an appropriate and
equitable adjustment in the number and kind of Shares subject to
outstanding Options, or portions thereof then unexercised, the number
and kind of Restricted Shares, or portions thereof unvested, and the
number and/or kind of Shares subject to the Plan so that after such
event the proportional number or type of Shares subject to the Plan
and the Participant’s right to a proportionate interest in the Company
shall be maintained as before the occurrence of such event. Such
adjustment in an outstanding Option shall be made without change in
the total price applicable to the Option or the unexercised portion of
any Option (except for any change in the total price resulting from
rounding-off Share quantities or prices) and with any necessary
corresponding adjustment in Option Price or Restricted Stock valuation
per Share. In addition, the Committee, shall provide for such
adjustments to the Plan or any Option granted or Restricted Stock
awarded hereunder as it shall deem appropriate to prevent the
reduction or enlargement of rights, including adjustments in the event
of changes in the outstanding common stock by reason of mergers,
consolidations, combinations, exchanges of shares, separations,
reorganizations, liquidations, issuance or exercise of warrants or
rights and the like in which the Company is not the sole surviving
successor to the assets or business of the Company. In the event of
any offer to holders of common stock generally relating to the
acquisition of their shares, the Board shall make such adjustments as
it deems equitable in respect of outstanding Options or Restricted
Stock. Any adjustments made by the Board shall be final and binding
upon all Participants, the Company and all other interested persons.
ii.
Modification of ISO’s
. Notwithstanding the foregoing, any
adjustments made with respect to ISO’s shall be made only after the
Committee, after consulting with counsel for the Company, determines
whether such adjustments would constitute a “modification” of such
ISO’s (as that term is defined in Section 424 of the Code) or would
cause any adverse tax consequences for the holders of such ISO’s. If
the Committee determines that such adjustments made with respect to
ISO’s would constitute a modification of such ISO’s, it may refrain
from making such adjustments.
8
b.
Non-Transferability
. No Option granted or unvested Restricted Shares
awarded under the Plan shall be transferable other than upon death to
the designated beneficiary or by will or the laws of descent and
distribution, subject to Section 9 above. Any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of, or to subject to
execution, attachment or similar process, any Option or Restricted
Stock other than as permitted in the preceding sentence shall give no
right to the purported transferee. An Option may be exercised only by
the Participant and the Restricted Stock shall be vested only in the
Participant, except as provided in Section 9.
c.
Compliance with Law and Approval of Regulatory Bodies
. No Option
shall be exercisable and no Shares shall be delivered under the Plan
and no Restricted Stock shall vest except in compliance with all
applicable federal and state laws and regulations including, without
limitation, compliance with the rules of all domestic stock exchanges
on which the Company’s shares may be listed. Any certificate issued
to evidence Shares for which an Option is exercised or Restricted
Shares shall bear such legends and statements as the Board deems
advisable in order to assure compliance with federal and state laws
and regulations. No Option shall be exercisable and no Shares shall
be delivered under the Plan or Restricted Stock awarded or vested
until the Company has obtained consent or approval from such
regulatory bodies, federal or state, having jurisdiction over such
matters as the Board may deem advisable.
d.
No Right to Employment
. Neither the adoption of the Plan nor its
operation, nor any document describing or referring to the Plan, or
any part thereof, shall confer upon any participant under the Plan any
right to continue in the employ of the Company or a subsidiary or
shall in any way affect the right and power of the Company or a
subsidiary to terminate the employment of any Participant under the
Plan at any time with or without assigning a reason therefor.
e.
Tax Withholding
. The Participant has the responsibility to pay to the
Company, concurrently with the exercise of any Option or the issuance
of any Restricted Stock, any federal, state or local taxes of any kind
required by law to be withheld with respect to such exercise or award.
The Board shall have the right, but not the obligation, to deduct
from the delivery of Shares under the Plan pursuant to the exercise of
an Option, any such federal, state or local taxes of any kind required
by law to be withheld with respect to such exercise or to take such
other action as may be necessary in the opinion of the Board to
satisfy all obligation for the payment of such taxes. If Shares which
would otherwise be delivered are used to satisfy tax withholding, such
Shares shall be valued based on the fair market value as of the date
the tax withholding is required to be made. It shall be the
Participant’s responsibility to obtain tax advice as to whether to
make any available election with respect to taxes payable on
Restricted Stock.
f.
Amendment and Termination
.
9
i. The Board may at any time suspend, amend or terminate the Plan, and, without
limiting the foregoing, the Board shall have the express authority to amend the Plan
from time to time with or, subject to the requirements of the following paragraph,
without approval by the shareholders, in the manner and to the extent that the Board
believes is necessary or appropriate in order to cause the Plan to conform to
provisions of Rule 16b-3 under the Exchange Act and any other rules under Section 16
of the Exchange Act, as any of such rules may be amended, supplemented or superseded
from time to time. Except for adjustments made in accordance with Section 12a, the
Board may not alter or impair any Option previously granted under the Plan. No
Option may be granted during any suspension of the Plan or after termination
thereof.
ii.In addition to Board approval of an amendment, if the
amendment would: (i) materially increase the benefits accruing to
Participants; (ii) increase the number of Shares deliverable under the
Plan (other than in accordance with the provisions of Section 12a; or
(iii) materially modify the requirements as to eligibility for
participation in the Plan or if applicable rules of the Securities and
Exchange Commission, any national securities exchange on which the
Company’s securities are listed or NASDAQ so require, then such
amendment shall be approved by the holders of a majority of the
Company’s outstanding capital stock represented and entitled to vote
at a meeting held for the purpose of approving such amendment to the
extent required by Rule 16b-3 of the Exchange Act.
g.
Effective Date of the Plan
. The Plan became effective with respect to
Options upon its adoption by the Board and its approval by a vote of a
majority of the shares represented at the 2004 annual meeting of the
shareholders of the Company. Options may be granted under the Plan
prior to approval of the Plan by the shareholders, but no Option may
be exercised until after the Plan has been so approved by the
shareholders. The Plan shall become effective with respect to
Restricted Stock upon its adoption by the Board, subject to approval
of the Plan by written consent of holders of a majority of the
outstanding shares of common stock or a vote of a majority of the shares represented at the 2006 annual meeting of the shareholders of
the Company. Restricted Stock may be awarded under the Plan prior to
approval of the Plan by the shareholders, but no Restricted Stock may
vest until after the Plan has been so approved by the shareholders.
h.
Duration of the Plan
. Unless previously terminated by the Board, the
Plan shall terminate at the close of business on December 31, 2013,
and no Option shall be granted under it thereafter, but such
termination shall not affect any Option theretofore granted.
i.
Use of Proceeds
. The proceeds received by the Company from the sales
of Shares upon exercise of Options under the Plan shall be used for
general corporate purposes.
j.
Use of Certain Terms
. The term “subsidiary” shall have the meaning
ascribed to it in Section 424 of the Code and unless the context
otherwise required, the other
10
terms defined in Sections 421, 422 and
424, inclusive, of the Code and regulations and revenue rulings
applicable thereto, shall have the meanings attributed to them
therein.
k.
Governing Law
. The law of the State of California will govern all
matters relating to the Plan except to the extent it is superseded by
the laws of the United States.
11
Exhibit 4.2
RELIANCE STEEL & ALUMINUM CO.
FORM OF [INCENTIVE/NON-QUALIFIED] STOCK OPTION AGREEMENT
THIS [INCENTIVE/NON-QUALIFIED] STOCK OPTION AGREEMENT (“Agreement”) is entered into as of the
___day of
, ___, by and between RELIANCE STEEL & ALUMINUM CO., a California
corporation (the “Company”), and
(“Optionee”).
RECITALS
A. The Company has determined to grant Optionee the right to purchase certain stock of the
Company under the Company’s Amended and Restated Stock Option and Restricted Stock Plan (the
“Plan”), pursuant to the terms and conditions of this Agreement; and
B. One of such terms and conditions is that the right of Optionee to purchase such stock of
the Company shall vest over a period of time, based on his or her employment with the Company.
NOW, THEREFORE, in consideration of the mutual undertakings and covenants set forth herein,
and pursuant to authorization by the Board of Directors of the Company (“Board”), the Company and
Optionee agree as follows:
1.
Option, Number of Shares; Price
. The Company grants to Optionee the right (“Option”) to
purchase all or any portion of
(___) shares of the Common Stock of the
Company (“Shares”) at a purchase price of
Dollars ($___) per share (the “Option
Price”). This Option is subject to the terms and conditions stated in this Agreement. It is
intended that this Option will [not] qualify for treatment as an incentive stock option under
Section 422A of the Internal Revenue Code of 1986, as amended (the “Code”). This Option is subject
to all terms and conditions set forth in the Plan, a copy of which has been provided to Optionee
concurrently herewith.
2
.
Term of Agreement
. This Agreement shall expire on that date which is ten years from the
date of this Agreement (the “Termination Date”).
3
.
Exercise of Option
. This Option may be exercised by Optionee (or, after his or her death,
by the person designated in Section 9c of the Plan) only in accordance with the following
provisions:
(a) This Option may be exercised by Optionee upon delivery of the following to the Company at
its principal offices:
(i) a written notice of exercise which identifies this Agreement and states the
number (which may not be less than 100) of Shares then being purchased;
(ii) a check or cash in the amount of the Option Price times the number of
Shares then being purchased (or payment of the purchase price in such other form of
lawful consideration as the Plan may allow or the Board may approve);
(iii) a letter or agreement, if requested by the Company, in such form and
substance as the Company may require, setting forth the investment intent of
Optionee and such other agreements and representations as may be necessary to enable
the Company to issue shares on exercise of the Option in a transaction which is
exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”), and registration or qualification under applicable state
securities laws; and
(iv) a check or cash, if requested by the Company either before or after the
Company’s receipt of the notice of exercise, in the amount of any taxes (other than
stock issue or transfer taxes) which the Company is obligated to collect or withhold
by reason of the exercise of this Option.
(b) This Option shall not be exercisable for a period of one year from the date hereof. This
Option shall become exercisable in the following installments: as to one-fourth (1/4) of the
Shares in the second year; as to one-half (1/2) of the Shares in the third year, less the number of
shares previously acquired hereunder; as to three-fourths (3/4) of the Shares in the fourth year,
less the number of shares previously acquired hereunder; and as to all of the Shares for the
remainder of the term, less the number of shares previously acquired hereunder.
(c) Notwithstanding any contrary provisions of this Agreement, in the event that Optionee
ceases to be an employee of the Company for any reason, this Option shall immediately terminate
with respect to that portion of this Option which is not exercisable at the date of termination of
such employment. With respect to that portion of this Option which is exercisable on the date of
termination, Optionee shall have ninety (90) days from the date of termination in which to exercise
this Option;
provided
that, if employment is terminated by death or disability, Optionee may
exercise this Option with respect to such shares at any time within one (1) year following the
cessation of employment. If the death of Optionee occurs within three (3) months following the
cessation of employment, this Option may be exercised with respect to that portion which is
exercisable for a period of one (1) year following the cessation of employment. In no event may
any portion of this Option be exercised after the Termination Date, notwithstanding the foregoing.
4.
No Rights as Shareholder
. Optionee shall have no rights as a shareholder of any Shares
covered by this Option until the date that Optionee exercises this Option and purchases all or a
portion of the Shares (the “Exercise Date”), and then shall be a shareholder only with respect to
those Shares acquired upon exercise.
5.
Representations and Warranties of Optionee
.
(a) Optionee represents and warrants that this Option and the Shares issuable on exercise
thereof are being acquired by Optionee in good faith for Optionee’s own personal account, for
investment purposes only, and not with a view to the distribution, resale, or other disposition
thereof.
2.
(b) Optionee acknowledges that the Company may issue Shares upon the exercise of this Option
without registering such Shares under the Securities Act on the basis of certain available
exemptions from such registration requirement. Accordingly, Optionee agrees that his or her
exercise of the Option may be expressly conditioned upon his or her delivery to the Company of an
investment certificate including such representations and undertakings as the Company may
reasonably require in order to assure the availability of such exemptions, including a
representation that Optionee is acquiring the Shares for investment purposes and not with a present
intention of selling or otherwise disposing thereof and an agreement by Optionee that the stock
certificate evidencing the Shares may bear a legend indicating that the Shares are not registered
under the Securities Act and the resulting restrictions on transfer. Optionee acknowledges that,
because Shares received upon exercise of an Option may be unregistered, Optionee may be required to
hold the Shares indefinitely unless it is subsequently registered for resale under the Securities
Act or an exemption from such registration is available.
(c) Optionee acknowledges receipt of this Option and a copy of the Plan and understands that
all rights and liabilities connected with this Option are set forth in this Option and the Plan.
6.
No Rights as Employee
. Nothing in this Agreement shall affect in any manner whatsoever the
rights of the Company to terminate Optionee’s employment for any reason, with or without cause,
subject to any employment agreement to which Optionee may be a party.
7
. Miscellaneous Provisions
.
(a)
Purchaser Undertaking
. Optionee hereby agrees to take whatever additional action and
execute whatever additional documents the Company may in its judgment deem necessary or advisable
in order to carry out or effect one or more of the obligations or restrictions imposed on either
the Optionee or the Shares pursuant to the express provisions of this Option or the Plan.
(b)
Assignment
. Except as specifically set forth herein or in the Plan, Optionee may not
assign or transfer his or her interest in this Option.
(c)
Entire Contract
. This Option and the Plan constitute the entire agreement, understanding
and contract between the parties hereto with regard to the subject matter hereof.
(d)
Governing Law
. This Option shall be governed by, and construed in accordance with, the
laws of the State of California, as such laws are applied to contracts entered into and performed
in such state.
(e)
Counterparts
. This Option may be executed in counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute one and the same instrument.
(f)
Successors and Assigns
. The provisions of this Option shall inure to the benefit of, and
be binding upon, the Company and its successors and assigns and Optionee and Optionee’s legal
representatives, heirs, legatees, distributees, assigns and transferees by operation
3.
of law,
whether or not any such person shall have become a party to this Option and have agreed in writing
to join herein and be bound by the terms and conditions hereof.
(g)
Amendment
. The provisions of this Agreement may be waived, altered, amended, or
discharged, in whole or in part, only by a written consent of all parties to this Agreement.
(h)
Severability
. In the event that any provision of this Agreement is held to be invalid,
void or unenforceable, that provision shall be modified, if possible, to make it enforceable
consistent with the intent of the parties and the other provisions hereof shall remain in full
force and effect, provided that such modification does not substantially affect the purposes of
this Agreement and the intent of the parties hereto.
The Company and Optionee have executed this Agreement as of the date set forth in the first
paragraph.
|
|
|
|
|
|
|
|
|
|
|
COMPANY
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RELIANCE STEEL & ALUMINUM CO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTIONEE
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[
Name
]
|
|
|
4.
Exhibit 4.3
RELIANCE STEEL & ALUMINUM CO.
FORM OF RESTRICTED STOCK AGREEMENT
This Agreement is made and entered into as of the ___day of ___, 20___, by and between
Reliance Steel & Aluminum Co., a California corporation (the “Company”), and
(“Participant”), relating to the grant and issuance of shares of common stock, no par value
(“Common Stock”), of the Company under the Reliance Steel & Aluminum Co. Amended and Restated Stock
Option and Restricted Stock Plan (the “Plan”). Capitalized terms used in this Agreement without
definition shall have the meanings ascribed to such terms in the Plan.
RECITALS
A. The Company maintains the Plan, which is incorporated into and forms a part of this
Agreement;
B. Pursuant to of the Plan, the Company desires to grant to Participant, and Participant
accepts the grant of, ___restricted shares of Common Stock (the “Restricted Shares”);
C. Participant has been selected by the Committee (as defined in the Plan) to receive the
Restricted Shares pursuant to the Plan;
AGREEMENT
NOW, THEREFORE, in consideration of the above promises and the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto have agreed, and do hereby agree, as follows:
ARTICLE 1
Issuance of Restricted Shares
1.1
Grant
. On the date hereof, pursuant to the Plan, the Company hereby grants and issues to
Participant, and Participant hereby accepts the grant of, the Restricted Shares (the “Award”),
subject to the terms and conditions hereof. The Restricted Shares are not fully vested as of the
date hereof, such Restricted Shares shall constitute “restricted shares” under Rule 144 of the
Securities Act of 1933, as amended, and shall be subject to all of the restrictions described
herein and in the Plan.
1.2
Issuance and Escrow
. Subject to the provisions of
Section 3.4
hereof, the Restricted
Shares shall be evidenced by one or more certificates, which shall be held in custody by the
Company until the Restricted Shares vest and become Unrestricted Shares (as hereinafter defined) in
accordance with
Section 2.1
hereof.
1.3
Shareholder Status
. Prior to the vesting of the Restricted Shares but only while
Participant remains an employee of the Company, Participant shall have the right to vote the
Restricted Shares, the right to receive and retain all regular cash or stock dividends paid or
distributed in respect of the Restricted Shares if the record date for such dividends is on or
after the date of this Agreement, and except as expressly provided otherwise herein, all other
rights as a holder of outstanding shares of the Company’s Common Stock.
ARTICLE 2
Lapse of Restrictions
The Restricted Shares shall cease to be subject to the restrictions described herein, and
shall cease to constitute Restricted Shares (thereafter being referred to as “Unrestricted
Shares”), as set forth below:
2.1
Vesting
. Subject to the provisions of
Section 2.2
, the Restricted Shares shall cease to
constitute Restricted Shares and shall become Unrestricted Shares, pursuant to the following
vesting schedule:
|
|
|
|
|
[Date]
|
|
|
|
[Performance
|
|
Number of Restricted Shares That
|
|
Goal]
|
|
Vest
|
|
|
|
|
If and to the extent that Restricted Shares do not vest in accordance with the foregoing, such
Restricted Shares shall be forfeited by Participant, and Participant shall have no further rights
with respect hereto. The Company shall cancel any and all forfeited Shares.
2.2
Cessation of Employment
. In the event that Participant ceases to be an employee of the
Company, any and all Restricted Shares held by Participant on the date of such cessation, if they
have not vested and become Unrestricted Shares, shall be immediately forfeited except as provided
in
Section 9c
of the Plan.
ARTICLE 3
Restrictions on Transfer
3.1
Restricted Shares
. Except as permitted in
Section 3.3
hereof, until they vest, Restricted
Shares or any interest therein may not be directly sold, transferred, pledged, hypothecated, or
otherwise disposed of (whether by operation of law or otherwise) by Participant, or be subject to
execution, attachment or similar process. Any transfer in violation of this
Section 3.1
shall be
void and of no further effect.
3.2
Unrestricted Shares
. All Unrestricted Shares shall be freely transferable, subject to
compliance with federal and state securities laws.
3.3
Permitted Transfers
. Restricted Shares shall not be transferable except by will or the
laws of descent and distribution; provided that they shall remain subject to the restrictions set
forth herein and in the Plan.
3.4
Legend
. The certificates representing the Restricted Shares will bear the following
legend:
“The securities represented by this certificate are subject to
certain restrictions on transfer and other agreements set forth in a
Restricted Stock Agreement, dated as of
, 20___with the
Corporation (the “Restricted Stock Agreement”), copies of which may
be obtained at the principal executive office of the Corporation.
Any sale, transfer, pledge or other disposition in conflict with, or
in derogation of, the Restricted Stock Agreement are void and of no
legal force, effect or validity whatsoever.”
ARTICLE 4
Section 83(b) Election
Participant understands that Section 83 of the Internal Revenue Code of 1986, as amended (the
“Code”), may tax as ordinary income the difference between the amount paid for the Restricted
Shares and the Fair Market Value of the Restricted Shares as of the date any restrictions on the
Restricted Shares lapse, in the absence of an 83(b) election. Participant understands that he or
she may elect to be taxed at the time of the grant of the Restricted Shares rather than when and as
restrictions on the Restricted Shares lapse by filing an election under Section 83(b) of the Code
with the Internal Revenue Service within thirty (30) days from the date hereof and by filing a copy
of such election with Participant’s tax return for the tax year in which the restrictions on the
Restricted Shares lapse. PARTICIPANT UNDERSTANDS THAT FAILURE TO MAKE THIS FILING IN A TIMELY
MANNER MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY PARTICIPANT, WHEN AND AS THE
RESTRICTIONS ON THE RESTRICTED SHARES LAPSE, ON ANY DIFFERENCE BETWEEN THE PURCHASE PRICE, IF ANY,
AND THE FAIR MARKET VALUE OF THE RESTRICTED SHARES AT THE TIME SUCH RESTRICTIONS LAPSE.
PARTICIPANT ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
TIMELY FILE THE ELECTION UNDER
SECTION 83(b). PARTICIPANT ACKNOWLEDGES THAT HE OR SHE SHALL
CONSULT PARTICIPANT’S OWN TAX ADVISERS REGARDING THE ADVISABILITY OR NONADVISABILITY OF MAKING THE
ELECTION UNDER SECTION 83(b) OF THE CODE AND ACKNOWLEDGES THAT PARTICIPANT SHALL NOT RELY ON THE
COMPANY OR ITS ADVISERS FOR SUCH ADVICE. PARTICIPANT FURTHER ACKNOWLEDGES THAT SHOULD PARTICIPANT
FILE THE ELECTION UNDER
SECTION 83(b), PARTICIPANT WILL TIMELY DELIVER A COPY OF SUCH ELECTION TO
THE COMPANY.
ARTICLE 5
Miscellaneous
5.1
Notices
. Any notices, consents, or other communications to be sent or given hereunder by
any of the parties shall in every case be in writing and shall be deemed properly served if (a)
delivered personally, (b) sent by registered or certified mail, in all such cases with first class
postage prepaid, return receipt requested, or (c) delivered to a nationally recognized overnight
courier service, to the parties at the addresses set forth below:
|
|
|
|
|
|
|
|
|
If to the Company:
|
|
Reliance Steel & Aluminum Co.
|
|
|
|
|
|
350 South Grand Avenue, Suite 5100
|
|
|
|
|
|
Los Angeles, California 90071
|
|
|
|
|
|
Attention:
|
|
|
|
|
|
Facsimile: (213) 687-8792
|
|
|
|
|
|
|
|
|
|
If to Participant:
|
|
|
or such other address or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party. Date of service of such notice shall be
(w) the date such notice is personally delivered, (x) three (3) days after the date of mailing if
sent by certified or registered mail, or (y) one (1) day after date of delivery to the overnight
courier if sent by overnight courier.
5.2
Employment
. No provision of this Agreement or of the Restricted Shares granted hereunder
shall give the Participant any right to continued employment with the Company or any Affiliate,
create any inference as to the length of employment of the Participant, affect the right of the
Company or any Affiliate to terminate the employment of the Participant, with or without cause, or
give the Participant any right to participate in any employee welfare or benefit plan or other
program (other than the Plan) of the Company or any Affiliate.
5.3
Governing Law
. This Agreement and the Restricted Shares granted hereunder shall be
governed by, and construed and enforced in accordance with, the laws of the State of California
(other than its laws respecting choice of law).
5.4
Entire Agreement
. This Agreement and the Plan embody the complete agreement and
understanding among the parties, and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, with respect to the subject matter
hereof.
5.5
Counterparts
. This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one and the same instrument.
5.6
Successors and Assigns
. This Agreement is intended to bind and inure to the benefit of,
and be enforceable by, Participant and the Company and their respective successors and assigns
(including subsequent permitted holders of the Restricted Shares).
5.7
No Strict Construction
. The language used in this Agreement will be deemed to be the
language chosen by the parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party hereto.
5.8
Remedies
. Each of the parties to this Agreement will be entitled to enforce its rights
under this Agreement specifically, to recover damages by reason of any breach of any provision of
this Agreement and to exercise all other rights existing in its favor. Participant agrees and
acknowledges that money damages will not be an adequate remedy for any breach of the provisions of
this Agreement and that the Company shall be entitled to specific performance and injunctive relief
in order to enforce, or prevent any violations of, the provisions of this Agreement.
5.9
Amendments and Waivers
. To the extent permitted by the Plan, the Committee (as defined in
the Plan) may amend or waive any of the terms of the Award heretofore granted, prospectively or
retroactively, but no such amendment shall adversely affect the rights of Participant without
Participant’s consent.
5.10
Severability
. In the event that any provision of this Agreement is held to be invalid,
void or unenforceable, that provision shall be modified, if possible, to make it enforceable
consistent with the intent of the parties and the other provisions hereof shall remain in full
force and effect, provided that such modification does not substantially affect the purposes of
this Agreement and the intent of the parties hereto.
5.11
Headings
.
The captions set forth in this Agreement are for convenience only and shall
not be considered as part of this Agreement or as in any way limiting the terms and provisions
hereof.
[Remainder of page intentionally left blank.
Signature page follows.]
IN WITNESS WHEREOF
, the parties have caused this Agreement to be effective as of the date
first written above.
|
|
|
|
|
|
|
|
|
|
|
RELIANCE STEEL & ALUMINUM CO.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
|
|
|
|
|
