0001193125-05-175480 Sample Contracts

STOCK OPTION AGREEMENT UNDER CHAPARRAL STEEL COMPANY AMENDED AND RESTATED
Stock Option Agreement Under • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills

Pursuant to its Amended and Restated 2005 Omnibus Equity Compensation Plan, CHAPARRAL STEEL COMPANY, effective as of July 29, 2005, hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $0.01 par value, of the Company at the price set forth on Schedule I hereto, and otherwise on the terms and conditions hereinafter set forth, of which the Option to purchase Shares is an Incentive Stock Option and the Option to purchase Shares is a Nonqualified Stock Option. These Options are granted in connection with the spin-off of the Company from TXI.

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DIRECTOR’S NONQUALIFIED STOCK OPTION AGREEMENT UNDER CHAPARRAL STEEL COMPANY AMENDED AND RESTATED
Nonqualified Stock Option Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills

Pursuant to its Amended and Restated 2005 Omnibus Equity Compensation Plan, Chaparral Steel Company, effective July 29, 2005, hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $0.01 par value, of the Company at a purchase price of $ per share on the terms and conditions hereinafter set forth. These Options are granted in connection with the spin-off of the Company from TXI.

DEFERRED COMPENSATION AGREEMENT FOR DIRECTORS OF CHAPARRAL STEEL COMPANY
Deferred Compensation Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills

THIS DEFERRED COMPENSATION AGREEMENT, is entered into on this day of , 20 , by and between Chaparral Steel Company (the “Company”) and (“Director”).

AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT
Separation and Distribution Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills

This AMENDMENT NO. 1 TO SEPARATION AND DISTRIBUTION AGREEMENT (this “Amendment”) is made as of July 27, 2005 by and between Texas Industries, Inc. (“TXI”), a Delaware corporation, and Chaparral Steel Company (“Chaparral”), a Delaware corporation, and, as of the date hereof, a wholly-owned subsidiary of TXI.

DIRECTOR’S NONQUALIFIED STOCK OPTION AGREEMENT UNDER CHAPARRAL STEEL COMPANY AMENDED AND RESTATED
Nonqualified Stock Option Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills

Pursuant to its Amended and Restated 2005 Omnibus Equity Compensation Plan, Chaparral Steel Company, effective July 29, 2005, hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $0.01 par value, of the Company at a purchase price of $ per share on the terms and conditions hereinafter set forth. These Options are granted in connection with the spin-off of the Company from TXI.

STOCK OPTION AGREEMENT UNDER CHAPARRAL STEEL COMPANY AMENDED AND RESTATED
Stock Option Agreement Under • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills

Pursuant to its Amended and Restated 2005 Omnibus Equity Compensation Plan, CHAPARRAL STEEL COMPANY (the “Company”), effective as of July 29, 2005, hereby grants to an Option to purchase an aggregate of shares of the Common Stock, $0.01 par value, of the Company at the price per share set forth on Schedule I hereto, and otherwise on the terms and conditions hereinafter set forth, of which the Option to purchase Shares is an Incentive Stock Option and the Option to purchase Shares is a Nonqualified Stock Option. These Options are granted in connection with the spin-off of the Company from TXI.

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT pursuant to the CHAPARRAL STEEL COMPANY AMENDED AND RESTATED 2005 OMNIBUS EQUITY COMPENSATION PLAN
Restricted Stock Award Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills

This NON-EMPLOYEE DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made as of this day of , 200 (the “Date of Grant”), between Chaparral Steel Company, a Delaware corporation (the “Company”), and , a non-employee member of the Board of Directors of the Company (“Director”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 26th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills

This Agreement, made effective as of the 29th day of July, 2005, by and between CHAPARRAL STEEL COMPANY, a Delaware corporation (hereinafter referred to as the “Company”), and TOMMY A. VALENTA (hereinafter referred to as the “Employee”).

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