Exhibit 10.4






Exhibit 10.4




SL INDUSTRIES, INC.

520 Fellowship Road, Suite A114

Mt. Laurel, NJ 08054




September 2, 2010





To: Louis Belardi




We are pleased to inform you that on August 30, 2010 the Compensation Committee (the
“Committee”) of SL Industries Inc. (the “Company”) granted you (i) an incentive stock option (the
“Incentive Option”), as defined in Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), to purchase 24,000 shares of the Company’s common stock, par value $0.20 per share,
and (ii) a non-qualified option (the “Nonqualified Option” and together with the Incentive Option,
the “Options”) to purchase 1,000 shares of the Company’s common stock, each at a price of $12.50
per share and otherwise in accordance with the Company’s 2008 Incentive Stock Plan (the “Plan”).
The shares of Common Stock issuable upon exercise of the Options are referred to hereinafter as the
“Stock.”



The Options will become exercisable as follows: (i) the Incentive Option: (a) as to 8,000
shares of Stock, on or after August 30, 2011; (b) as to a further 8,000 shares of Stock, on or
after August 30, 2012; and (c) as to the remaining 8,000 shares of Stock, on or after August 30,
2013; and (ii) the Nonqualified Option: (a) as to 333 shares of Stock, on or after August 30, 2011;
(b) as to a further 333 shares of Stock, on or after August 30, 2012; and (c) as to the remaining
334 shares of Stock, on or after August 30, 2013, and that each such Option will expire on August
29, 2017.



These Options are issued in accordance with and are subject to and conditioned upon all of the
terms and conditions of the Plan (a copy of which in its present form is attached hereto), as from
time to time amended, provided, however, that no future amendment or termination of the Plan shall,
without your consent, alter or impair any of your rights or obligations under the Options.
Reference is made to the terms and conditions of the Plan, all of which are incorporated by
reference in this option agreement as if fully set forth herein.



Notwithstanding any other provision in this option agreement or the Plan, no Option may be
exercised unless and until the Stock to be issued upon the exercise of the Option has been
registered under the Securities Act of 1933 (the “Securities Act”) and applicable state securities
laws, or are, in the opinion of counsel to the Company, exempt from such registration in the United
States. The Company shall not be under any obligation to register the Stock, although the Company
may in its sole discretion register the Stock at such time as the Company shall determine. If the
Company chooses to comply with an exemption from registration, the Stock may, at the direction of
the Committee, bear an appropriate restrictive legend restricting the transfer or pledge of the
Stock, and the Committee may also give appropriate stop transfer instructions with respect to the
Stock to the Company’s transfer agent.


 


 









 





You understand and acknowledge that, under existing law, unless at the time of the exercise of
these Options a registration statement under the Securities Act is in effect as to the Stock (i)
any Stock purchased by you upon exercise of these Options may be required to be held indefinitely
unless the Stock is subsequently registered under the Securities Act or an exemption from such
registration is available; (ii) any sales of the Stock made in reliance upon Rule 144 promulgated
under the Securities Act may be made only in accordance with the terms and conditions of that rule
(which, under certain circumstances, restricts the number of shares which may be sold and the
manner in which shares may be sold); (iii) in the case of securities to which Rule 144 is not
applicable, some other exemption will be required; (iv) certificates for Stock to be issued to you
hereunder shall bear a legend to the effect that the Stock has not been registered under the
Securities Act and that the Stock may not be sold, hypothecated or otherwise transferred in the
absence of an effective registration statement under the Securities Act relating thereto or an
opinion of counsel satisfactory to the Company that such registration is not required; (v) the
Company may place an appropriate “stop transfer” order with its transfer agent with respect to the
Stock; and (vi) the Company has undertaken no obligation to register the Stock or to include the
Stock in any registration statement which may be filed by it subsequent to the issuance of the
Stock to you. In addition, you understand and acknowledge that the Company has no obligation to
you to furnish information necessary to enable you to make sales under Rule 144.



These Options (or installment thereof) are to be exercised by delivering to the Company a
written notice of exercise in the form attached hereto as Exhibit A, specifying the number
of shares of Stock to be purchased, together with payment of the purchase price of the Stock to be
purchased. The purchase price is to be paid in cash or, at the discretion of the Committee, by one
of the other means provided in the Plan and referenced on Exhibit A.



Kindly evidence your acceptance of these Options and your agreement to comply with the
provisions hereof and of the Plan by executing this option agreement under the words “Agreed To and
Accepted.”



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	SL INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ William T. Fejes
 

Name: William T. Fejes
	 	 
	 

	 	 	 	Title: CEO	 	 






	 	 	 
	AGREED TO AND ACCEPTED:
	 	 
	 
	 	 
	/s/ Louis Belardi
 

Louis Belardi

	 	 







 


 









 







Exhibit A




SL INDUSTRIES, INC.

520 Fellowship Road, Suite A114

Mt. Laurel, NJ 08054




Gentlemen:



Notice is hereby given of my election to purchase
 _____ 
shares of Common Stock, $0.20 par
value (the “Stock”), of SL Industries, Inc. (the “Company”), at a price of $12.50 per share,
pursuant to the provisions of the stock option granted to me on August 30, 2010 under the Company’s
2008 Incentive Stock Plan. Enclosed in payment for the Stock is:




	 	 	 	o my check in the amount of $ _____.
	 
	 	*	 	o _____ shares of Stock having a total value of $ _____, such value based on the
Fair Market Value (as defined in the Plan) of the Stock.
	 
	 	*	 	o the cancellation of
 _____ 
shares of Stock pursuant to the cashless
exercise provision of the Plan having a total value of $ _____, such value
based on the Fair Market Value (as defined in the Plan) of the Stock.
	 
	 	*	 	o a combination of the foregoing, as indicated above.





The following information is supplied for use in issuing and registering the Stock purchased
hereby:



	 	 	 	 	 
	Number of Certificates
and Denominations
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Address
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Social Security Number
	 	 	 	 
	 

	 	 

	 	 






Dated:                                         




	 	 	 
	 

	 	Very truly yours,
	 
	 	 
	 

	 	 
 





 





	 	 	 
	*	 	Subject to the approval of the Committee.