reliance steel & aluminum _8-K_2006-11-04

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As filed with the Securities and Exchange Commission on April 11, 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 95-1142616
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

350 South Grand Avenue, Suite 5100
Los Angeles, California 90071
(213) 687-7700
Date: 11-APR-2006 16:28:25.58

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Earle M. Jorgensen Company 2004 Stock Incentive Plan
(Full title of plans)
*A19498/001/3*

David H. Hannah
Operator: BLA99999T

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)
Phone: (213) 627-2200

CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Amount To Be Offering Price Per ggregate Offering Amount Of
Title of Each Class of Securities To Be Registered Registered(1) Share Price Registration Fee
Common Stock, no par value 143,943 shares(2) $50.26(3) $7,234,575.18 $774.10

Total 143,943 shares — $7,234,575.18 $774.10
EDGAR 2
WNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE OF LOS ANGELES

(1) This registration statement also covers an indeterminate number of additional shares of common stock of Reliance Steel & Aluminum Co.
CRC: 39990

(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 Earle M. Jorgensen Company 2004 Stock Incentive Plan (the “EMJ Incentive Plan”). The Company assumed the obligations under
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the EMJ Incentive Plan when Earle M. Jorgensen Company merged with and into the Company’s wholly-owned subsidiary, which upon
completion of the merger changed its name to Earle M. Jorgensen Company.
(3) Computed in accordance with Rule 457(h) of the Securities Act. The offering price of $50.26 represents the weighted average exercise
price per share for outstanding options under the EMJ Incentive Plan.
19498.SUB, DocName: S-8, Doc: 1, Page: 1
ame: RELIANCE STEEL & ALU

escription: Form s-8

TABLE OF CONTENTS

PART I
PART II
Item 3. Incorporation of Documents by Reference
Item 4. Description of Securities
Item 5. Interests of Named Experts and Counsel
Item 6. Indemnification of Directors and Officers
Item 7. Exemption from Registration Claimed
Item 8. Exhibits
Item 9. Undertakings
SIGNATURES
INDEX TO EXHIBITS
Exhibit 4.1
Exhibit 4.2
Exhibit 4.3
Exhibit 4.4
Exhibit 4.5
Exhibit 4.6
Exhibit 4.7
Exhibit 5.1
Exhibit 23.1
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Operator: BLA99999T
Phone: (213) 627-2200

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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 Earle M. Jorgensen Company 2004 Stock Incentive Plan (the “EMJ Incentive 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.

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Operator: BLA99999T
Phone: (213) 627-2200

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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; and
3. the description of the Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the SEC
on 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.
Date: 11-APR-2006 16:28:25.58

Not Applicable.

Item 5. Interests of Named Experts and Counsel.
BLA A19498 003.00.00.00 0/2

Not Applicable.

Item 6. Indemnification of Directors and Officers
*A19498/003/2*

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
Operator: BLA99999T

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

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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
Date: 11-APR-2006 16:28:25.58

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
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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
*A19498/004/1*

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
Operator: BLA99999T

of any officer,

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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 Earle M. Jorgensen Company 2004 Stock Incentive Plan.
Date: 11-APR-2006 16:28:25.58

4.2 First Amendment to the Earle M. Jorgensen Company 2004 Stock Incentive Plan.
4.3 Assumption and Amendment Agreement Earle M. Jorgensen Company 2004 Stock Incentive Plan.
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4.4 Form of Incentive Stock Option Agreement under the Earle M. Jorgensen Company 2004 Stock Incentive Plan.
4.5 Form of Non-Qualified Stock Option Agreement under the Earle M. Jorgensen Company 2004 Stock Incentive Plan.
*A19498/005/1*

4.6 Form of Restricted Stock Agreement under the Earle M. Jorgensen Company 2004 Stock Incentive Plan.
4.7 Form of Stock Option Notice Letter and Assumption and Amendment Agreement.
Operator: BLA99999T

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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).
99.1 Certificate of Merger of Earle M. Jorgensen Company with and into RSAC Acquisition Corp., dated April 3, 2006*

* Incorporated by reference to Exhibit 99.1 of Registration Statement on Form S-3 filed with the Securities and Exchange Commission on
April 4, 2006

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
Date: 11-APR-2006 16:28:25.58

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
BLA A19498 006.00.00.00 0/1

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
*A19498/006/1*

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
Operator: BLA99999T

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

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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.

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*A19498/007/1*
Operator: BLA99999T
Phone: (213) 627-2200

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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 April 10, 2006.

RELIANCE STEEL & ALUMINUM CO.

By: /s/ DAVID H. HANNAH
David H. Hannah
Chief Executive Officer

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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 April 10, 2006.

Signatures Title

/s/ DAVID H. HANNAH Chief Executive Officer (Principal Executive Officer); Director
David H. Hannah

/s/ GREGG J. MOLLINS President and Chief Operating Officer; Director
Gregg J. Mollins

/s/ KARLA LEWIS Executive Vice President and Chief Financial Officer (Principal
Financial Officer; Principal Accounting Officer)
Karla Lewis

/s/ JOE D. CRIDER Chairman of the Board; Director
Joe D. Crider
Date: 11-APR-2006 16:28:25.58

/s/ THOMAS W. GIMBEL Director
Thomas W. Gimbel
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/s/ DOUGLAS M. HAYES Director
Douglas M. Hayes
*A19498/009/2*

/s/ FRANKLIN R. JOHNSON Director
Franklin R. Johnson
Operator: BLA99999T

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WNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE OF LOS ANGELES Phone: (213) 627-2200 Operator: BLA99999T Date: 11-APR-2006 16:28:25.58
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Signatures

Leslie A. Waite
Richard J. Slater

/s/ LESLIE A. WAITE
/s/ RICHARD J. SLATER

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Director
Director
Title

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INDEX TO EXHIBITS

Exhibits Description

4.1 Earle M. Jorgensen Company 2004 Stock Incentive Plan.

4.2 First Amendment to the Earle M. Jorgensen Company 2004 Stock Incentive Plan.

4.3 Assumption and Amendment Agreement Earle M. Jorgensen Company 2004 Stock Incentive Plan.

4.4 Form of Incentive Stock Option Agreement under the Earle M. Jorgensen Company 2004 Stock Incentive Plan.

4.5 Form of Non-Qualified Stock Option Agreement under the Earle M. Jorgensen Company 2004 Stock Incentive Plan.

4.6 Form of Restricted Stock Agreement under the Earle M. Jorgensen Company 2004 Stock Incentive Plan.

4.7 Form of Stock Option Notice Letter and Assumption and Amendment Agreement.

5.1 Opinion of Kay Rustand (including consent).

23.1 Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.2 Consent of Kay Rustand (contained in its opinion filed as Exhibit 5.1 hereto).

24.1 Power of Attorney (included on the signature page of this registration statement).
Date: 11-APR-2006 16:28:25.58

99.1 Certificate of Merger of Earle M. Jorgensen Company with and into RSAC Acquisition Corp., dated April 3, 2006*

* Incorporated by reference to Exhibit 99.1 of Registration Statement on Form S-3 filed with the Securities and Exchange Commission on
BLA A19498 011.00.00.00 0/2

April 4, 2006

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*A19498/011/2*
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Phone: (213) 627-2200

EDGAR 2

CRC: 10903
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WNE INTEGRATED TYPESETTING SYSTEM Site: BOWNE OF LOS ANGELES Phone: (213) 627-2200 Operator: BLA99999T Date: 11-APR-2006 16:28:25.58
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CRC: 968
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escription: Exhibit 4.1

2004 STOCK INCENTIVE PLAN
EARLE M. JORGENSEN COMPANY
Exhibit 4.1

EARLE M. JORGENSEN COMPANY
2004 STOCK INCENTIVE PLAN

1. ESTABLISHMENT AND PURPOSE.
The Earle M. Jorgensen Company 2004 Stock Incentive Plan (the “Plan”) is established by Earle M. Jorgensen Company, a Delaware
corporation (the “Company”), to attract and retain persons eligible to participate in the Plan; motivate Participants to achieve long-term
Company goals; and further align Participants’ interests with those of the Company’s other stockholders. The Plan is adopted as of
December 17, 2004 (the “Effective Date”), subject to approval by the Company’s stockholders within 12 months after such adoption date.
Unless the Plan is discontinued earlier by the Board as provided herein, no Award shall be granted hereunder on or after the date 10 years after
the Effective Date.
Certain terms used herein are defined as set forth in Section 12.

2. ADMINISTRATION; ELIGIBILITY.
The Plan shall be administered by a Committee determined and appointed by the Board; provided, however, that, if at any time no Committee
has been appointed, the Plan shall be administered by the Board. The Plan may be administered by different Committees with respect to
different groups of Eligible Individuals. As used herein, the term “Administrator” means the any of the Committees as may be designated to
administer the Plan; provided, however, that if at any time no Committee has been appointed, the term “Administrator” means the Board.
The Administrator shall have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals, except that grants of
Awards to non-employee directors shall be made by the Board. Participation shall be limited to such Eligible Individuals as are selected by the
Administrator. Awards may be granted as alternatives to, in exchange or substitution for, or replacement of, other Awards outstanding under
the Plan or awards outstanding under any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a
business or entity, all or a portion of which is acquired by the Company or a Subsidiary), except to the extent that such grant would constitute a
repricing. The provisions of Awards need not be the same with respect to each Participant.
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Among other things, the Administrator shall have the authority, subject to the terms of the Plan:
(a) to select the Eligible Individuals to whom Awards may from time to time be granted;
*A19498/7040102/1*

(b) to determine whether and to what extent Stock Options, Stock Appreciation Rights, Stock Awards or any combination thereof are to be
BLA A19498 704.01.02.00 0/1

granted hereunder;
(c) to determine the number of shares of Stock to be covered by each Award granted hereunder;
(d) to approve forms of agreement for use under the Plan;
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(e)to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not
limited to, the option price, any vesting restriction or limitation, any vesting acceleration or forfeiture waiver and any right of repurchase,
right of first refusal or other transfer restriction regarding any Award and the shares of Stock relating thereto, based on such factors or
criteria as the Administrator shall determine);
(f) subject to Section 9(a), to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time, including,
but not limited to, with respect to (i) performance goals and targets applicable to performance-based Awards pursuant to the terms of the
Plan and (ii) extension of the post-termination exercisability period of Stock Options;
(g) to determine to what extent and under what circumstances Stock and other amounts payable with respect to an Award shall be deferred;
(h) to determine the Fair Market Value; and
(i) to determine the type and amount of consideration to be received by the Company for any Stock Award issued under Section 6.
The Administrator shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any
agreement relating thereto) and to otherwise supervise the administration of the Plan.
Except to the extent prohibited by applicable law, the Administrator may allocate all or any portion of its responsibilities and powers to any one
or more of its members and may delegate all or any portion of its responsibilities and powers to any other person or persons selected by it. Any
such allocation or delegation may be revoked by the Administrator at any time. The Administrator may authorize any one or more of their
members or any officer of the Company to execute and deliver documents on behalf of the Administrator.
Any determination made by the Administrator or pursuant to delegated authority pursuant to the provisions of the Plan with respect to any
Award shall be made in the sole discretion of the Administrator or such delegate at the time of the grant of the Award or, unless in
contravention of any express term of the Plan, at any time thereafter. All decisions made by the Administrator or any appropriately delegated
officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Participants.
Each Award granted under the Plan (except unconditional, unrestricted Stock Awards granted as bonuses) shall be evidenced by an Award
Date: 11-APR-2006 16:28:25.58

agreement that contains terms and conditions of such Award, which terms and conditions shall not conflict with the Plan. By accepting an
Award, a Participant shall be deemed to agree that the Award shall be subject to all of the terms and conditions in the applicable Award
*A19498/7040103/1*

agreement.
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2
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3. STOCK SUBJECT TO PLAN.
Subject to adjustment as provided in this Section 3, the aggregate number of shares of Stock that may be delivered under the Plan shall not
exceed 5% of the aggregate number of shares of Stock issued by the Company upon completion of the merger pursuant to that certain
Agreement and Plan of Merger and Reorganization, dated as of December 17, 2004, to which the Company is party, and the Company’s public
offering of its Stock. The shares to be delivered under the Plan consist, in whole or in part, of Stock held in treasury or authorized but unissued
Stock, not reserved for any other purpose.
To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary thereof because the Award expires, is
forfeited, canceled or otherwise terminated, or the shares of Stock are not delivered because the Award is settled in cash or used to satisfy the
applicable tax withholding obligation, such shares shall not be deemed to have been delivered for purposes of determining the maximum
number of shares of Stock available for delivery under the Plan.
Subject to adjustment as provided in this Section 3, the maximum number of shares of Stock that may be covered by Awards, in the aggregate,
granted to any one Participant during any calendar year shall be 750,000 shares.
In the event of any Company stock dividend, stock split, combination or exchange of shares, recapitalization or other change in the capital
structure of the Company, corporate separation or division of the Company (including, but not limited to, a split-up, spin-off, split-off or
distribution to Company stockholders other than a normal cash dividend), sale by the Company of all or a substantial portion of its assets
(measured on either a stand-alone or consolidated basis) that results in a substantial decrease in the value of the Company, reorganization,
rights offering, partial or complete liquidation, or any other corporate transaction, Company share offering or other event involving the
Company and having an effect similar to any of the foregoing, the Administrator may make such substitution or adjustments in the (A) number
and kind of shares that may be delivered under the Plan, (B) additional maximums imposed in the immediately preceding paragraph,
(C) number and kind of shares subject to outstanding Awards, (D) exercise price of outstanding Stock Options and Stock Appreciation Rights
and (E) other characteristics or terms of the Awards as it may determine appropriate in its sole discretion to equitably reflect such corporate
transaction, share offering or other event; provided, however, that the number of shares subject to any Award shall always be a whole number.

4. STOCK OPTIONS.
Date: 11-APR-2006 16:28:25.58

Stock Options may be granted alone or in addition to other Awards granted under the Plan and may be of two types: Incentive Stock Options
and Non-Qualified Stock Options. Any Stock Option granted under the Plan shall be in such form as the Administrator may from time to time
*A19498/7040104/1*

approve.
BLA A19498 704.01.04.00 0/1

The Administrator shall have the authority to grant any Participant Incentive Stock Options, Non-Qualified Stock Options or both types of
Stock Options. Incentive Stock Options may be granted only to employees of the Company and its Subsidiaries. To the extent that any Stock

3
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 10988
[E/O]


Option is not designated as an Incentive Stock Option or, even if so designated, does not qualify as an Incentive Stock Option, it shall
constitute a Non-Qualified Stock Option. Incentive Stock Options may be granted only within 10 years from the date the Plan is adopted, or the
date the Plan is approved by the Company’s stockholders, whichever is earlier.
An Award agreement for Stock Options shall indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a
Non-Qualified Stock Option. The grant of a Stock Option shall occur as of the date the Administrator determines.
Anything in the Plan to the contrary notwithstanding, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code or,
without the consent of the Optionee affected, to disqualify any Incentive Stock Option under Section 422 of the Code.
To the extent that the aggregate Fair Market Value of Stock with respect to which Incentive Stock Options are exercisable for the first time by a
Participant during any calendar year (under all plans of the Company) exceeds $100,000, such Stock Options shall be treated as Non-Qualified
Stock Options.
Stock Options granted under this Section 4 shall be subject to the following terms and conditions and shall contain such additional terms and
conditions as the Administrator shall deem desirable:
(a) Exercise Price. The exercise price per share of Stock purchasable under a Stock Option shall be determined by the Administrator;
provided, however, the exercise price per share shall be not less than the Fair Market Value per share on the date the Stock Option is
granted, or if the Stock Option is intended to qualify as an Incentive Stock Option granted to an individual who is a Ten Percent Holder, not
less than 110% of such Fair Market Value per share.
(b) Option Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than
10 years (or five years in the case of the grant of an Incentive Stock Option to an individual who is a Ten Percent Holder) after the date the
Stock Option is granted.
(c)Exercisability. Except as otherwise provided herein or determined by the Administrator and set forth in the applicable Award agreement,
a Stock Option shall become exercisable with respect to 25% of the shares of Stock covered by the Stock Option in annual installments over
a four year period. If the Administrator provides that any Stock Option is exercisable only in installments, the Administrator may at any time
Date: 11-APR-2006 16:28:25.58

waive such installment exercise provisions, in whole or in part, based on such factors as the Administrator may determine. In addition, the
Administrator may at any time, in whole or in part, accelerate the exercisability of any Stock Option.
*A19498/7040105/1*

(d)Method of Exercise. Subject to the provisions of this Section 4, Stock Options may be exercised, in whole or in part, at any time during
BLA A19498 704.01.05.00 0/1

the option term by giving written

4
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 60054
[E/O]


notice of exercise to the Company specifying the number of shares of Stock subject to the Stock Option to be purchased.
The option price of any Stock Option shall be paid in full in cash (by certified or bank check or such other instrument as the Company may
accept) or, unless otherwise provided in the applicable Award agreement, by one or more of the following: (i) in the form of shares of
unrestricted Stock already owned by the Optionee for at least six months prior to the date of exercise based in any such instance on the Fair
Market Value of the Stock on the date the Stock Option is exercised; (ii) by certifying ownership of shares of Stock owned by the
Optionee for at least six months prior to the date of exercise to the satisfaction of the Administrator for later delivery to the Company (at
such time and in such manner as specified by the Company); (iii) unless otherwise prohibited by law for either the Company or the
Optionee, by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the
Stock Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding
resulting from such exercise; or (iv) by any combination of cash and/or any one or more of the methods specified in clauses (i), (ii) and (iii).
Notwithstanding the foregoing, a form of payment shall not be permitted to the extent it would cause the Company to recognize a
compensation expense (or additional compensation expense) with respect to the Stock Option for financial reporting purposes.
If payment of the option exercise price of a Non-Qualified Stock Option is made in whole or in part in the form of Restricted Stock, the
number of shares of Stock to be received upon such exercise equal to the number of shares of Restricted Stock used for payment of the
option exercise price shall be subject to the same forfeiture restrictions to which such Restricted Stock was subject, unless otherwise
determined by the Administrator.
No shares of Stock shall be issued upon exercise of a Stock Option until full payment therefor has been made. Upon exercise of a Stock
Option (or a portion thereof), the Company shall have a reasonable time to issue the Stock for which the Stock Option has been exercised,
and the Optionee shall not be treated as a stockholder for any purposes whatsoever prior to such issuance. No adjustment shall be made for
cash dividends or other rights for which the record date is prior to the date such Stock is recorded as issued and transferred in the Company’s
official stockholder records, except as otherwise provided herein or in the applicable Award agreement.
(e) Transferability of Stock Options. Except as otherwise provided in the applicable Award agreement, a Non-Qualified Stock Option
(i) shall be transferable by the Optionee to a Family Member of the Optionee, provided that (A) any such transfer shall be by gift with no
consideration and (B) no subsequent transfer of such Stock Option shall be permitted other than by will or the laws of descent and
Date: 11-APR-2006 16:28:25.58

distribution, and (ii) shall not otherwise be transferable except by will or the laws of descent and distribution. An Incentive Stock Option
shall not be transferable except by will or the laws of descent and distribution. A Stock Option shall be exercisable, during the Optionee’s
lifetime, only by the Optionee or by the guardian or legal representative of the Optionee, it being
*A19498/7040106/1*
BLA A19498 704.01.06.00 0/1

5
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 14145
[E/O]


understood that the terms “holder” and “Optionee” include the guardian and legal representative of the Optionee named in the applicable
Award agreement and any person to whom the Stock Option is transferred in accordance with this Section 4(e). Notwithstanding the
foregoing, references herein to the termination of an Optionee’s employment or provision of services shall mean the termination of
employment or provision of services of the person to whom the Stock Option was originally granted.
(f) Termination by Death or Disability. Unless otherwise provided in the applicable Award agreement, if an Optionee’s employment by, or
provision of services to, the Company or an Affiliate terminates by reason of death or Disability, (i) any Stock Option held by such Optionee
may thereafter be exercised, to the extent exercisable at the time of such termination or on such accelerated basis as the Administrator may
determine, for a period of one year from the date of such death or Disability or until the expiration of the stated term of such Stock Option,
whichever period is shorter, and (ii) each Stock Option that remains unexercisable as of the date of such termination shall be terminated at
the time of such termination. In the event of termination of employment or provision of services due to death or Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
(g) Termination by Reason of Retirement. Unless otherwise provided in the applicable option agreement, if an Optionee’s employment by
the Company or an Affiliate terminates by reason of Retirement, any Stock Option held by such Optionee may thereafter be exercised by the
Optionee, to the extent it was exercisable at the time of such Retirement, or on such accelerated basis as the Administrator may determine,
for a period of 90 days from the date of such termination of employment or until the expiration of the stated term of such Stock Option,
whichever period is shorter; provided, however, that if the Optionee dies within such period, any unexercised Stock Option held by such
Optionee shall, notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time
of death for a period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period
is shorter. In the event of termination of employment by reason of Retirement, if an Incentive Stock Option is exercised after the expiration
of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option will thereafter be treated as a Non-Qualified
Stock Option.
(h) Other Termination. Unless otherwise provided in the applicable Award agreement, if an Optionee’s employment by, or provision of
services to, the Company or an Affiliate terminates for any reason other than death, Disability or Retirement, any Stock Option held by such
Optionee shall thereupon terminate; provided, however, that, if such termination of employment or provision of services is by the Company
Date: 11-APR-2006 16:28:25.58

without Cause, such Stock Option, to the extent exercisable at the time of such termination, or on such accelerated basis as the Administrator
may determine, may be exercised for the lesser of 90 days from the date of such termination of employment or provision of services or the
*A19498/7040107/1*

remainder of such Stock Option’s term and provided, further, that if the Optionee dies within such period, any unexercised Stock Option
BLA A19498 704.01.07.00 0/1

held by such Optionee shall,

6
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 52094
[E/O]


notwithstanding the expiration of such period, continue to be exercisable to the extent to which it was exercisable at the time of death for a
period of one year from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is shorter. In
the event of termination of employment or provision of services for any reason other than death, Disability or Retirement, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that apply for purposes of Section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.
(i) Exception to Termination. Notwithstanding anything in this Plan to the contrary, if an Optionee’s employment by, or provision of
services to, the Company or an Affiliate ceases as a result of a transfer of such Optionee from the Company to an Affiliate, or from an
Affiliate to the Company, such transfer will not be a termination of employment or provision of services for purposes of this Plan, unless
expressly determined otherwise by the Administrator. A termination of employment or provision of services shall occur for an Optionee who
is employed by, or provides services to, an Affiliate of the Company if the Affiliate shall cease to be an Affiliate and the Optionee shall not
immediately thereafter be employed by, or provide services to, the Company or an Affiliate.

5. STOCK APPRECIATION RIGHTS.
Stock Appreciation Rights may be granted either on a stand-alone basis or in conjunction with all or part of any Stock Option granted under the
Plan. In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of grant of such Stock Option. In the
case of an Incentive Stock Option, such rights may be granted only at the time of grant of such Stock Option. A Stock Appreciation Right shall
terminate and no longer be exercisable as determined by the Administrator, or, if granted in conjunction with all or part of any Stock Option,
upon the termination or exercise of the related Stock Option.
A Stock Appreciation Right may be exercised by a Participant as determined by the Administrator in accordance with this Section 5, and, if
granted in conjunction with all or part of any Stock Option, by surrendering the applicable portion of the related Stock Option in accordance
with procedures established by the Administrator. Upon such exercise and surrender, the Participant shall be entitled to receive an amount
determined in the manner prescribed in this Section 5. Stock Options that have been so surrendered, if any, shall no longer be exercisable to the
extent the related Stock Appreciation Rights have been exercised.
Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Administrator, including the following:
Date: 11-APR-2006 16:28:25.58

(i) Stock Appreciation Rights granted on a stand-alone basis shall be exercisable only at such time or times and to such extent as
determined by the Administrator. Stock Appreciation Rights granted in conjunction with all or part of any Stock Option shall be
*A19498/7040108/1*

exercisable only at the time or times and to the extent that the Stock Options to which they relate are
BLA A19498 704.01.08.00 0/1

7
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 60107
[E/O]


exercisable in accordance with the provisions of Section 4 and this Section 5.
(ii) Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled to receive an amount in cash, shares of Stock or both,
which in the aggregate are equal in value to the excess of the Fair Market Value of one share of Stock over (i) such value per share of
Stock as shall be determined by the Administrator at the time of grant (if the Stock Appreciation Right is granted on a stand-alone
basis), or (ii) the exercise price per share specified in the related Stock Option (if the Stock Appreciation Right is granted in
conjunction with all or part of any Stock Option), multiplied by the number of shares in respect of which the Stock Appreciation
Right shall have been exercised, with the Administrator having the right to determine the form of payment.
(iii) A Stock Appreciation Right shall be transferable only to, and shall be exercisable only by, such persons permitted in accordance with
Section 4(e).

6. STOCK AWARDS OTHER THAN OPTIONS AND STOCK APPRECIATION RIGHTS.
Stock Awards may be directly issued under the Plan (without any intervening Stock Options), subject to such terms, conditions, performance
requirements, restrictions, forfeiture provisions, contingencies and limitations as the Administrator shall determine. Stock Awards may be
issued that are fully and immediately vested upon issuance or that vest in one or more installments over the Participant’s period of employment
or other service to the Company or upon the attainment of specified performance objectives, or the Company may issue Stock Awards that
entitle the Participant to receive a specified number of vested shares of Stock (or Stock units) upon the attainment of one or more performance
goals or service requirements established by the Administrator.
Shares (or units) representing a Stock Award shall be evidenced in such manner as the Administrator may deem appropriate, including book-
entry registration or issuance of one or more certificates (which may bear appropriate legends referring to the terms, conditions and restrictions
applicable to such Award). The Administrator may require that any such certificates be held in custody by the Company until any restrictions
thereon shall have lapsed and that the Participant deliver a stock power, endorsed in blank, relating to the Stock covered by such Award.
A Stock Award may be issued in exchange for any consideration which the Administrator may deem appropriate in each individual instance,
including, without limitation:
Date: 11-APR-2006 16:28:25.58

(i) cash or cash equivalents;
(ii) past services rendered to the Company or any Affiliate; or
*A19498/7040109/1*
BLA A19498 704.01.09.00 0/1

8
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 23352
[E/O]


(iii) future services to be rendered to the Company or any Affiliate (provided that, in such case, the par value of the stock subject to such
Stock Award shall be paid in cash or cash equivalents, unless the Administrator provides otherwise).
A Stock Award that is subject to restrictions on transfer and/or forfeiture provisions may be referred to as an award of “Restricted Stock” or
“Restricted Stock Units.”

7. PERFORMANCE AWARDS.
(a) Performance Conditions. The right of a Participant to exercise or receive a grant or settlement of any Award, and its timing, may be
subject to performance conditions specified by the Administrator. The Administrator may use business criteria and other measures of
performance it deems appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase
amounts payable under any Award subject to performance conditions, except as limited under Sections 7(b) and 7(c) hereof in the case
of a Performance Award intended to qualify under Section 162(m) of the Code.
(b) Performance Awards Granted to Designated Covered Employees. If the Administrator determines that a Performance Award to be
granted to a person the Administrator regards as likely to be a Covered Employee should qualify as “performance-based compensation”
for purposes of Section 162(m) of the Code, the grant and/or settlement of such Performance Award shall be contingent upon
achievement of pre-established performance goals and other terms set forth in this Section 7(b).
(i) Performance Goals Generally. The performance goals for such Performance Awards shall consist of one or more business criteria and
a targeted level or levels of performance with respect to such criteria, as specified by the Administrator consistent with this Section 7
(b). Performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code, including the
requirement that the level or levels of performance targeted by the Administrator result in the performance goals being “substantially
uncertain.” At the time the performance goals are established, the Administrator may determine that more than one performance goal
must be achieved as a condition to settlement of such Performance Awards. Performance goals may differ for Performance Awards
granted to any one Participant or to different Participants.
(ii) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified
Date: 11-APR-2006 16:28:25.58

Subsidiaries or business units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall
be used
*A19498/7040110/1*
BLA A19498 704.01.10.00 0/1

9
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 40583
[E/O]


exclusively by the Administrator in establishing performance goals for such Performance Awards: (1) total stockholder return; (2) such
total stockholder return as compared to total return (on a comparable basis) of a publicly available index; (3) net income; (4) pre-tax
earnings; (5) EBITDA; (6) pre-tax operating earnings after interest expense and before bonuses and extraordinary or special items;
(7) operating margin; (8) earnings per share; (9) return on equity; (10) return on capital; (11) return on investment; (12) operating
income, excluding the effect of charges for acquired in-process technology and before payment of executive bonuses; (13) earnings per
share; (14) working capital; and (15) total revenues.
(iii) Performance Period: Timing For Establishing Performance Goals. Achievement of performance goals in respect of such
Performance Awards shall be measured over such periods as may be specified by the Administrator. Performance goals shall be
established on or before the dates that are required or permitted for “performance-based compensation” under Section 162(m) of the
Code.
(iv) Settlement of Performance Awards; Other Terms. Settlement of Performance Awards may be in cash or Stock, or other Awards, or
other property, in the discretion of the Administrator. The Administrator may, in its discretion, reduce the amount of a settlement
otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount
payable in respect of a Performance Award subject to this Section 7(b). The Administrator shall specify the circumstances in which
such Performance Awards shall be forfeited or paid in the event of a termination of employment or a Change in Control prior to the
end of a performance period or settlement of Performance Awards, and other terms relating to such Performance Awards.
(c) Written Determinations. All determinations by the Administrator as to the establishment of performance goals and the potential
Performance Awards related to such performance goals and as to the achievement of performance goals relating to such Awards, shall be
made in writing in the case of any Award intended to qualify under Section 162(m) of the Code. The Administrator may not delegate any
responsibility relating to such Performance Awards.

8. CHANGE IN CONTROL PROVISIONS.
(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, except to the extent otherwise provided in an agreement
granting an Award, in the event of a Change in Control:
Date: 11-APR-2006 16:28:25.58

(i) The Administrator shall have the discretion to accelerate the vesting of any Stock Options and Stock Appreciation Rights outstanding,
but not
*A19498/7040111/1*
BLA A19498 704.01.11.00 0/1

10
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 53199
[E/O]


fully vested and exercisable as of the date of such Change in Control, to the extent it deems appropriate;
(ii) The Administrator shall have the discretion to remove all restrictions applicable to any outstanding Stock Awards, the effect of which
shall be that the Stock relating to such Awards shall become fully vested and transferable;
(iii) The Administrator shall have the discretion to terminate any outstanding repurchase rights of the Company with respect to any
outstanding Awards; and
(iv) Outstanding Awards shall be subject to any agreement of merger or reorganization that effects such Change in Control, which
agreement shall provide for:
(A) The continuation of the outstanding Awards by the Company, if the Company is a surviving corporation;
(B) The assumption of the outstanding Awards by the surviving corporation or its parent or subsidiary;
(C) The substitution by the surviving corporation or its parent or subsidiary of equivalent awards for the outstanding Awards; or
(D) Settlement of each share of Stock subject to an outstanding Award for the Change in Control Price (less, to the extent applicable,
the per share exercise price), or, if the per share exercise price equals or exceeds the Change in Control Price, the outstanding
Award shall terminate and be canceled.
(v) In the absence of any agreement of merger or reorganization effecting such Change in Control, each share of Stock subject to an
outstanding Award shall be settled for the Change in Control Price (less, to the extent applicable, the per share exercise price), or, if
the per share exercise price equals or exceeds the Change in Control Price, the outstanding Award shall terminate and be canceled.
(b) Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following
events:
(i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), excluding,
however, (1) the Company or any of its Subsidiaries, (2) any employee benefit plan (or related trust) of the Company or any of its
Subsidiaries, (3) any underwriter temporarily holding securities pursuant to an offering of such
Date: 11-APR-2006 16:28:25.58

11
*A19498/7040112/1*
BLA A19498 704.01.12.00 0/1
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 27966
[E/O]


securities, (4) the Kelso Entities, or (5) the Kelso Affiliates (a “Person”), of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 50% or more of either (a) the then outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (b) the combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); excluding, however, the
following: (w) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege
unless the security being so converted was itself acquired directly from the Company, (x) any acquisition by the Company, (y) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by
the Company, or (z) any acquisition by any Person pursuant to a transaction which complies with clauses (1), (2) and (3) of subsection
(iii) of this Section 8(b); or
(ii) Within any period of 24 consecutive months, a change in the composition of the Board such that the individuals who, immediately
prior to such period, constituted the Board (such Board shall be hereinafter referred to as the “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board; provided, however, that for purposes of this Section 8(b), any individual who becomes a
member of the Board during such period, whose election, or nomination for election by the Company’s stockholders, was approved
by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent
Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent
Board; but, provided further, that any such individual whose initial assumption of office occurs as a result of either an actual or
threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board shall not be so considered as a member of the Incumbent Board; or
(iii) The approval by the stockholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or
substantially all of the assets of the Company (“Corporate Transaction”); excluding, however, such a Corporate Transaction pursuant
to which (1) all or substantially all of the individuals and entities who are the beneficial owners, respectively, of the outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction will
beneficially own, directly or indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the combined
voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of
Date: 11-APR-2006 16:28:25.58

12
*A19498/7040113/1*
BLA A19498 704.01.13.00 0/1
Operator: BLA99999T
Phone: (213) 627-2200

EDGAR 2

CRC: 47883
[E/O]


reliance steel & aluminum _8-K_2006-11-04

reliance steel & aluminum _8-K_2006-11-04

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