Fourth Amendment to Terms and Conditions of Employment, dated as of August 31, 2017, by and between Barbara R. Smith and Commercial Metals Company

Exhibit 10.1

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FOURTH AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT

THIS FOURTH AMENDMENT TO TERMS AND CONDITIONS OF EMPLOYMENT (this “Amendment”) is entered into as of this 31^st day of August, 2017 (the “Amendment Date”) by and between COMMERCIAL METALS COMPANY, a Delaware corporation (the “Employer”), and BARBARA R. SMITH (“Executive”). The Employer and Executive are collectively referred to as the “Parties”, and individually as a “Party”.

RECITALS:

WHEREAS, the Employer and Executive originally entered into that certain Terms and Conditions of Employment (the “Agreement”), dated as of May 3, 2011, and further amended the Agreement as of May 29, 2015, January 18, 2016, and November 28, 2016; and

WHEREAS, the Employer and Executive desire to further amend the Agreement in recognition of Executive’s promotion to the position of President and Chief Executive Officer of the Employer, and her appointment to the Board of Directors of the Employer, effective September 1, 2017;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Employer and Executive agree to further amend the Agreement as follows:

1.    Sections 1. Purpose, 5. Duties and Responsibilities and 6(a). Salary, are hereby omitted in their entirety and the following revised Sections 1., 5. and 6(a) are hereby substituted therefor:

2.    Usage. All references in the Agreement to Employer’s “2006 Cash Incentive Plan” or “2006 Employee Cash Incentive Plan” shall be deleted and replaced by references to Employer’s “2013 Cash Incentive Plan”. All references in the Agreement to Employer’s “2006 Long Term Equity Plan” or “2006 Long-Term Equity Incentive Plan” shall be deleted and replaced by references to Employer’s “2013 Long-Term Equity Incentive Plan”.

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3.    No Other Modifications. Except to the extent specifically amended as provided herein, the Agreement is in all respects ratified and confirmed, and all the terms, conditions and provisions thereof shall be and remain in full force and effect for any and all purposes. From and after the date hereof, any and all references to the Agreement shall refer to the Agreement as hereby amended.

4.    Binding Agreement. The provisions of this Amendment shall be binding upon and inure to the benefit of the heirs, representatives, successors and permitted assigns of the Parties.

5.    Authority. The Parties represent and warrant that they have the requisite authority to bind the party on whose behalf they are signing.

6.    Counterparts. This Amendment may be executed in any number of original counterparts. Any such counterpart, when executed, shall constitute an original of this Amendment, and all such counterparts together shall constitute one and the same Amendment. Either party may deliver its signature to the other via facsimile or electronic (PDF) transmission, and any signature so delivered shall be binding on the delivering party.

7.    Voluntary Amendment. The Parties have read this Amendment, and on the advice of counsel they have freely and voluntarily entered into this Amendment.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.