0000891020-07-000308 Sample Contracts

SCHNITZER STEEL INDUSTRIES, INC. LONG-TERM INCENTIVE AWARD AGREEMENT (FY 20___-20___Performance Period)
Term Incentive Award Agreement • October 29th, 2007 • Schnitzer Steel Industries Inc • Wholesale-misc durable goods • Oregon

On ___, 20 , the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) authorized and granted a performance-based award to (“Recipient”) pursuant to Section 11 of the Company’s 1993 Stock Incentive Plan (the “Plan”). Compensation paid pursuant to the award is intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”). By accepting this award, Recipient agrees to all of the terms and conditions of this Agreement.

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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • October 29th, 2007 • Schnitzer Steel Industries Inc • Wholesale-misc durable goods • Oregon

Pursuant to Section 8 of the 1990 Stock Incentive Plan (the “Plan”) of Schnitzer Steel Industries, Inc., an Oregon corporation (the “Company”), on <<Date>> the Compensation Committee of the Board of Directors of the Company authorized and granted to <<RSU Participant>> (the “Recipient”) an award of restricted stock units with respect to the Company’s Class A Common Stock (“Common Stock”), subject to the terms and conditions of this agreement between the Company and the Recipient (this “Agreement”). By accepting this award, the Recipient agrees to all of the terms and conditions of this Agreement.

NON-STATUTORY STOCK OPTION AGREEMENT
Non-Statutory Stock Option Agreement • October 29th, 2007 • Schnitzer Steel Industries Inc • Wholesale-misc durable goods

Pursuant to the 1993 Stock Incentive Plan, as amended of SCHNITZER STEEL INDUSTRIES, INC., an Oregon corporation (the “Company”), the Company grants to (the “Optionee”), the right and option (the “Option”) to purchase all or any part of shares of the Company’s Class A Common Stock at a purchase price of $ per share, subject to the terms and conditions of this agreement between the Company and the Optionee (this “Agreement”). By accepting this Option grant, the Optionee agrees to all of the terms and conditions of the Option grant. The terms and conditions of the Option grant set forth in attached Exhibit A are incorporated into and made a part of this Agreement.

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