X0306 4 2012-10-23 0 0000022444 COMMERCIAL METALS CO CMC 0001520421 Smith Barbara C/O COMMERCIAL METALS COMPANY 6565 N. MACARTHUR BLVD., SUITE 800 IRVING TX 75039 0 1 0 0 SrVP & CFO Performance Shares 0.0 2012-10-23 4 A 0 30209.0 0.0 A 2015-08-31 2015-08-31 Common Stock 30209.0 30209.0 D Restricted Stock Units 0.0 2012-10-23 4 A 0 30209.0 0.0 A 2013-10-23 2015-10-23 Common Stock 30209.0 30209.0 D The PSU award will vest at 75% if certain goal criteria are met: (1) ROIC is positive for three-year performance period (9/1/2012-8/31/2015); and (2) the cumulative EBITDA target for each fiscal year in the performance period as submitted from Business Plan achieved against target. If a positive ROIC is not met, then regardless of EBITDA performance achieved, this portion (75%) will not vest. The remaining 25% will vest relative to TSR measured over three-year performance period for the Company against Performance Peer Group, the result will be used to determine vesting levels of this portion of the award. Award of restricted stock units under the 2006 Long-Term Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of CMC common stock. The restricted stock units ("RSU Awarded Units") vest and become payable as follows: (i) one-third of the total RSU Awarded Units on the first anniversary of the date of grant; (ii) one-third of the total RSU Awarded Units on the second anniversary of the date of grant; and (iii) one-third of the total RSU Awarded Units on the third anniversary of the date of grant. By: Rebecca N. Heffington For: Barbara R. Smith 2012-10-25