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Exhibit 10.3    
    


 
 

HOUSTON WIRE & CABLE COMPANY
  
  2006 STOCK PLAN    
    


Section 1.    Purpose.  


        The purpose of the Houston Wire & Cable Company 2006 Stock Plan (the "Plan") is to attract and retain outstanding individuals as Key Employees and
Directors of Houston Wire & Cable Company ("HWC") and its Subsidiaries (collectively, the "Company"), and to provide such Key Employees and Directors with additional incentive to expand and
improve the Company's profits by giving them the opportunity to acquire or increase their proprietary interest in the Company. 


Section 2.    Definitions.  


        As used in the Plan, the following terms shall have the meanings set forth below: 


        2.1   "Award" means any award or benefit granted under the Plan, which shall be either a Stock Option or a Stock Award. 



        2.2   "Award Agreement" means, as applicable, a Stock Option Agreement or Stock Award Agreement evidencing an Award granted
under the Plan. 


        2.3   "Board" means HWC's Board of Directors. 


        2.4   "Change in Control" has the meaning set forth in Section 7.2 hereof. 


        2.5   "Code" means the Internal Revenue Code of 1986, as amended from time to time. 



        2.6   "Committee" means the Compensation Committee of the Board or such other committee as may be designated by the Board from
time to time to administer the Plan. 


        2.7   "Common Stock" means the Common Stock, par value [$.001] per share, of HWC. 


        2.8   "Director" means a director of HWC. 


        2.9   "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time. 



        2.10 "Fair Market Value" means the closing price of the Common Stock on the Nasdaq National Market (as reported in  The Wall Street Journal, Midwest Edition). 


        2.11 "Incentive Stock Option" or "ISO" means a Stock Option granted under
Section 5 hereof that meets the requirements of Code Section 422(b) or any successor provision. 


        2.12 "Key Employee" means an employee of the Company selected to participate in the Plan in accordance with
Section 3. A Key Employee may also include a person who is granted an Award (other than an Incentive Stock Option) in connection with the hiring of the person prior to the date the person
becomes an employee of the Company, provided that such Award shall not vest prior to the commencement of employment. 


        2.13 "Non-Qualified Stock Option" or "NSO" means a Stock Option
granted under Section 5 that is not an Incentive Stock Option. 


        2.14 "Participant" means a Key Employee or Director selected to receive an Award under the Plan. 


        2.15 "Plan" means the Houston Wire & Cable Company 2006 Stock Plan. 


        2.16 "Stock Award" means a grant of shares of Common Stock under Section 6 hereof. 



        2.17 "Stock Option" means an Incentive Stock Option or a Non-Qualified Stock Option granted under
Section 5. 







 



        2.18 "Subsidiary" means an entity of which HWC is the direct or indirect beneficial owner of not less than 50% of all issued
and outstanding equity interest of such entity. 


Section 3.    Administration.  


        3.1    Committee.    


        The
Plan shall be administered by the Committee, provided that the Committee must be comprised of at least two members of the Board who satisfy the "non-employee director"
definition set forth in Rule 16b-3 under the Exchange Act and the "outside director" definition under Code Section 162(m) and the regulations thereunder, and provided further
that the Board shall administer the Plan until such time as the Board has two members who are both such non-employee directors and outside directors. 


        3.2   Authority
of the Committee. 



        (a)   The
Committee, in its sole discretion, shall determine the Key Employees and Directors to whom, and the time or times at which Awards will be granted, the form and
amount of each Award, the expiration date of each Award, the time or times within which the Awards may be exercised, the cancellation of the Awards and the other limitations, restrictions, terms and
conditions applicable to the grant of the Awards. The terms and conditions of the Awards need not be the same with respect to each Participant or with respect to each Award. 



        (b)   The
Committee may delegate its authority to grant Awards to Key Employees and to determine the terms and conditions thereof to such officers of HWC as it may determine
in its discretion, on such terms and conditions as it may impose, except with respect to Awards to officers subject to Section 16 of the Exchange Act or officers who are or may be "covered
employees" as defined in Code Section 162(m), or to the extent prohibited by applicable law, regulation or rule of a stock exchange on which the Common Stock is listed. 


        (c)   The
Committee may, subject to the provisions of the Plan, establish such rules and regulations as it deems necessary or advisable for the proper administration of the
Plan, and may make determinations and may take such other action in connection with or in relation to the Plan as it deems necessary or advisable. Each determination or other action made or taken
pursuant to the Plan, including interpretation of the Plan and the specific terms and conditions of the Awards granted hereunder, shall be final and conclusive for all purposes and upon all persons. 


        (d)   No
member of the Committee shall be liable for any action taken or determination made hereunder in good faith. Service on the Committee shall constitute service as a
Director so that the members of the Committee shall be entitled to indemnification and reimbursement as Directors of HWC pursuant to HWC's Certificate of Incorporation and By-Laws. 




        3.3   Award Agreements.


        Each
Award shall be evidenced by a written Award Agreement specifying the terms and conditions of the Award. In the sole discretion of the Committee, the Award Agreement may condition
the grant of an Award upon the Participant's entering into one or more of the following agreements with HWC: (a) an agreement not to compete with the Company which shall become effective as of
the date of the grant of the Award and remain in effect for a specified period of time following termination of the Participant's employment with the Company; (b) an agreement to cancel any
employment agreement, fringe benefit or compensation arrangement in effect between the Company and the Participant; and (c) an agreement to retain the confidentiality of certain information.
Such agreements may contain such other terms and conditions as the Committee shall determine. If the Participant shall fail to enter into any such agreement at the request of the Committee, then the
Award granted or to be granted to such Participant shall be forfeited and cancelled. 


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Section 4.    Shares of Common Stock Subject to Plan.  


        4.1    Total Number of Shares.    


        The
total number of shares of Common Stock that may be issued under the Plan shall be                        . Such shares may be
either authorized but unissued shares or treasury shares, and
shall be adjusted in accordance with the provisions of Section 4.3 below. The number of shares of Common Stock delivered by a Participant or withheld by HWC on behalf of any such Participant as
full or partial payment of an Award, including the exercise price of a Stock Option or of any required withholding taxes, shall once again be available for issuance pursuant to subsequent Awards, and
shall not count towards the aggregate number of shares of Common Stock that may be issued under the Plan. Any shares of Common Stock subject to an Award may thereafter be available for issuance
pursuant to subsequent Awards, and shall not count towards the aggregate number of shares of Common Stock that may be issued under the Plan, if there is a lapse, forfeiture, expiration, termination or
cancellation of any such prior Award for any reason (including for reasons described in Section 3.3), or if shares of Common Stock are issued under such Award and thereafter are reacquired by
HWC pursuant to rights reserved by HWC upon issuance thereof. 


        4.2   Shares Under Awards. 


        Of
the                        shares of Common Stock authorized for issuance under the Plan pursuant to Section 4.1: 



        (a)   The
maximum number of shares of Common Stock as to which a Key Employee may receive Stock Options in any calendar year is 500,000. 



        (b)   The
maximum number of shares of Common Stock that may be subject to Incentive Stock Options is                        . 


        (c)   The
maximum number of shares of Common Stock that may be used for Stock Awards is                        . 




The
numbers of shares described herein shall be as adjusted in accordance with Section 4.3. 


        4.3   Adjustment.


        In
the event of any reorganization, recapitalization, stock split, stock distribution, merger, consolidation, split-up, spin-off, combination, subdivision,
consolidation or exchange of shares, any change in the capital structure of HWC or any similar corporate transaction, the Committee shall make such adjustments as it deems appropriate, in its sole
discretion, to preserve the benefits or intended benefits of the Plan and Awards granted under the Plan. Such adjustments may include: (a) adjustment in the number and kind of shares reserved
for issuance under the Plan; (b) adjustment in the number and kind of shares covered by outstanding Awards; (c) adjustment in the exercise price of outstanding Stock Options or the price
of other Awards under the Plan; (d) adjustments to any of the shares limitations set forth in Section 4.1 or 4.2; and (e) any other changes that the Committee determines to be
equitable under the circumstances. 


Section 5.    Grants of Stock Options.  


        5.1    Grant.    



        Subject
to the terms of the Plan, the Committee may from time to time grant Stock Options to Participants, provided that only NSOs may be granted to Directors who are not employees of
the Company. 


        5.2   Stock Option Agreement. 


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        The
grant of each Stock Option shall be evidenced by a written Stock Option Agreement specifying the type of Stock Option granted, the exercise period, the exercise price, the terms for
payment of the exercise price, the expiration date of the Stock Option, the number of shares of Common Stock to be subject to each Stock Option and such other terms and conditions established by the
Committee, in its sole discretion, not inconsistent with the Plan. 


        5.3   Exercise Price and Exercise Period. 


        With
respect to each Stock Option granted to a Participant: 



        (a)   Except
as provided in the Stock Option Agreement, the per share exercise price of each Stock Option shall be the Fair Market Value on the date on which the Stock Option
is granted. 


        (b)   Each
Stock Option shall become exercisable as provided in the Stock Option Agreement; provided that the Committee shall have the discretion to accelerate the date as of
which any Stock Option shall become exercisable in the event of the Participant's termination of employment with the Company, or service on the Board, without cause (as determined by the Committee in
its sole discretion). 


        (c)   Except
as provided in the Stock Option Agreement, each Stock Option shall expire, and all rights to purchase shares of Common Stock thereunder shall expire, on the date
that is ten years after the grant date. 




        5.4   Required Terms and Conditions of ISOs. 


        In
addition to the foregoing, each ISO granted to a Key Employee shall be subject to the following specific rules: 



        (a)   The
aggregate exercise price of a Key Employee's ISOs that become exercisable for the first time during a particular calendar year shall not exceed $100,000. If this
dollar limit is exceeded, the portion
of the ISO that does not exceed the applicable limit shall be an ISO and the remainder shall be a NSO; but in all other respects, the original Stock Option Agreement shall remain in full force and
effect. 


        (b)   Notwithstanding
anything herein to the contrary, if an ISO is granted to a Key Employee who owns more than 10% of the Common Stock (or stock possessing more than 10% of
the total combined voting power of all classes of stock of HWC and its Subsidiaries): (i) the exercise price of the ISO shall be not less than 110% of the Fair Market Value on the ISO's grant
date; and (ii) the ISO shall expire, and all rights to purchase Common Stock thereunder shall expire, no later than the fifth anniversary of the ISO's grant date. 



        (c)   No
ISOs shall be granted under the Plan after ten years from the earlier of the date the Plan is adopted or approved by stockholders of HWC. 



	5.5
	Exercise of Stock Options.



        (a)   A
Participant entitled to exercise a Stock Option may do so by delivering written notice to that effect specifying the number of shares of Common Stock with respect to
which the Stock Option is being exercised and any other information the Committee may prescribe. All notices or requests provided for herein shall be delivered to the Secretary of HWC. 



        (b)   The
Committee in its sole discretion may make available one or more of the following alternatives for the payment of the Stock Option exercise price: 



          (i)  in
cash; 


         (ii)  in
cash received from a broker-dealer to whom the Participant has submitted an exercise notice together with irrevocable instructions to deliver promptly to HWC the
amount 




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of
sales proceeds from the sale of the shares subject to the Stock Option to pay the exercise price; 


        (iii)  by
directing HWC to withhold such number of shares of Common Stock otherwise issuable in connection with the Award having an aggregate Fair Market Value equal to the
Stock Option exercise price; or 


        (iv)  by
delivering previously acquired shares of Common Stock that are acceptable to the Committee and that have an aggregate Fair Market Value on the date of exercise equal
to the Stock Option exercise price. 




The
Committee shall have the sole discretion to establish the terms and conditions applicable to any alternative made available for payment of the Stock Option exercise price. 


        (c)   HWC
shall issue, in the name of the Participant, stock certificates representing the total number of shares of Common Stock issuable pursuant to the exercise of any
Stock Option as soon as reasonably practicable after such exercise. 




Section 6.    Stock Awards.  


        6.1    Grant.    


        The
Committee may, in its discretion, (a) grant shares of Common Stock under the Plan to any Participant without consideration from such Participant or (b) sell shares of
Common Stock under the Plan to any Participant for such amount of cash, Common Stock or other consideration as the Committee deems appropriate. 


        6.2   Stock Award Agreement. 


        Each
share of Common Stock granted or sold hereunder shall be subject to such restrictions, conditions and other terms as the Committee may determine at the time of grant or sale, the
general provisions of the Plan, the restrictions, terms and conditions of the related Stock Award Agreement, and the following specific rules: 



        (a)   Shares
of Common Stock issued to a Participant under the Plan shall be evidenced by a Stock Award Agreement, which shall specify whether the shares of Common Stock are
granted or sold to the Participant and such other provisions, not inconsistent with the terms and conditions of the Plan, as the Committee shall determine. 



        (b)   The
restrictions to which the shares of Common Stock awarded hereunder are subject shall lapse as provided in Stock Award Agreement; provided that the Committee shall
have the discretion to accelerate the date as of which the restrictions lapse with respect to any Award held by a Participant in the event of the Participant's termination of employment with the
Company, or service on the Board, without cause (as determined by the Committee in its sole discretion). 


        (c)   The
Committee may, in its discretion, establish as restrictions on the shares of Common Stock performance goals that qualify the Stock Award as "performance-based
compensation" within the meaning of Code Section 162(m). Performance goals may be based on one or more business criteria, including, but not limited to: (i) return on equity;
(ii) earnings or earnings per share; (iii) Common Stock price; (iv) return on assets; (v) return on investment; (vi) cash flow; (vii) net income;
(viii) expense management; or (ix) revenue growth. Performance goals may be absolute in their terms or measured against or in relationship to the performance of other companies or
indices selected by the Committee. In addition, performance goals may be adjusted for any events or occurrences (including acquisition expenses, extraordinary charges, losses from discontinued
operations, restatements and accounting charges and restructuring expenses), as may be determined by the Committee. With respect to each performance period, the Committee shall 



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establish
such performance goals relating to one or more of the business criteria identified above, and shall establish targets for Participants for achievement of performance goals. Following the
completion of each performance period, the Committee shall determine the extent to which performance goals for that performance period have been achieved and the related performance-based restrictions
shall lapse in accordance with the terms of the applicable Stock Award Agreement. 


        (d)   HWC
shall issue, in the name of the Participant, stock certificates representing the total number of shares of Common Stock granted or sold to the Participant, as soon
as may be reasonably practicable after such grant or sale, which shall be held by the Secretary of HWC until such time as the Common Stock is forfeited, resold to HWC, or the restrictions lapse.
Notwithstanding the foregoing, HWC, in lieu of issuing stock certificates, may reflect the issuance of shares of Common Stock to a Participant on a non-certificated basis, with the
ownership of such shares by the Participant evidenced solely by book entry in the records of HWC's transfer agent; provided, however that following the lapse of all restrictions with respect to the
shares granted or sold to a Participant, HWC, upon the written request of the Participant, shall issue, in the name of the Participant, stock certificates representing such shares. 


        (e)   Subject
to the provisions of subsection (b) hereof and the restrictions set forth in the related Stock Award Agreement, the Participant receiving a grant of or
purchasing Common Stock shall thereupon
be a stockholder with respect to all of the shares represented by such certificate or certificates and shall have the rights of a stockholder with respect to such shares, including the right to vote
such shares and to receive dividends and other distributions paid with respect to such shares. 




Section 7.    Change in Control.  


        7.1    Effect of Change in Control.    



        (a)   Notwithstanding
any of the provisions of the Plan or any outstanding Award Agreement, upon a Change in Control of HWC (as defined in Section 7.2): (i) all
outstanding Awards shall become fully exercisable; (ii) all restrictions applicable to all Awards shall terminate or lapse; and (iii) performance goals applicable to any Stock Awards
shall be deemed satisfied at the highest target level, as applicable, in order that Participants may fully realize the benefits thereunder. 


        (b)   In
addition to the Committee's authority set forth in Section 3, upon such Change in Control of HWC, the Committee is authorized, and has sole discretion, as to
any Award, either at the time such Award is granted hereunder or any time thereafter, to take any one or more of the following actions: (i) provide for the purchase of any outstanding Stock
Option, for an amount of cash equal to the difference between the exercise price and the then Fair Market Value of the Common Stock covered thereby had such Stock Option been currently exercisable;
(ii) make such adjustment to any such Award then outstanding as the Committee deems appropriate to reflect such Change in Control; and (iii) cause any such Award then outstanding to be
assumed, by the acquiring or surviving corporation, after such Change in Control. 




        7.2   Definition of Change in Control. 


        "Change
in Control" shall mean the occurrence, at any time during the specified term of an Award granted under the Plan, of any of the following events subsequent
to                        ,
2006: 



        (a)   Any
individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity (other than HWC or a trustee
or other fiduciary holding securities under an employee benefit plan of the Company), or any syndicate or group deemed to be a person under Section 14(d)(2) of the Exchange Act, becomes the
"beneficial owner" (as defined in Rule 13d-3 of the General Rules and Regulations under the Exchange Act), 



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directly
or indirectly, of securities of HWC representing 25% or more of the combined voting power of HWC's then outstanding securities entitled to vote generally in the election of directors; 


        (b)   HWC
is party to a merger, consolidation, reorganization or other similar transaction with another corporation or other legal person unless, following such transaction,
more than 50% of the combined voting power of the outstanding securities of the surviving, resulting or acquiring corporation or person or its parent entity entitled to vote generally in the election
of directors (or persons performing similar functions) is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of
HWC's outstanding securities entitled to vote generally in the election of directors immediately prior to such transaction, in substantially the same proportions as their ownership, immediately prior
to such transaction, of HWC's outstanding securities entitled to vote generally in the election of directors; 


        (c)   HWC
sells all or substantially all of its business and/or assets to another corporation or other legal person unless, following such sale, more than 50% of the combined
voting power of the outstanding securities of the acquiring corporation or person or its parent entity entitled to vote generally in the election of directors (or persons performing similar functions)
is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of HWC's outstanding securities entitled to vote
generally in the election of directors immediately prior to such sale, in substantially the same proportions as their ownership, immediately prior to such sale, of HWC's outstanding securities
entitled to vote generally in the election of directors; or 


        (d)   During
any period of two consecutive years or less (not including any period prior to the approval of the Plan by the Board), individuals who at the beginning of such
period constituted the Board (and any new Directors, whose appointment or election by the Board or nomination for election by HWC's stockholders was approved by a vote of at least
two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose appointment, election or nomination for election was so approved) cease
for any reason to constitute a majority of the Board. 




Section 8.    Payment of Taxes.  


        In connection with any Award, and as a condition to the issuance or delivery of any shares of Common Stock to the Participant in connection therewith, HWC may
require the Participant to pay HWC an
amount equal to the minimum amount of the tax that the Company may be required to withhold to obtain a deduction for federal, state or local income tax purposes as a result of such Award or to comply
with applicable law. The Committee in its sole discretion may make available one or more of the following alternatives for the payment of such taxes: 



        (a)   in
cash; 


        (b)   in
cash received from a broker-dealer to whom the Participant has submitted notice together with irrevocable instructions to deliver promptly to HWC the amount of sales
proceeds from the sale of the shares subject to the Award to pay the withholding taxes; 



        (c)   by
directing HWC to withhold such number of shares of Common Stock otherwise issuable in connection with the Award having an aggregate Fair Market Value equal to the
minimum amount of tax required to be withheld; or 


        (d)   by
delivering previously acquired shares of Common Stock that are acceptable to the Committee that have an aggregate Fair Market Value equal to the minimum amount
required to be withheld. 



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The
Committee shall have the sole discretion to establish the terms and conditions applicable to any alternative made available for payment of the required withholding taxes. 


Section 9.    Postponement.  


        The Committee may postpone any grant or settlement of an Award or exercise of a Stock Option for such time as the Committee in its sole discretion may deem
necessary in order to permit HWC: 



        (a)   to
effect, amend or maintain any necessary registration of the Plan or the shares of Common Stock issuable pursuant to an Award, including upon the exercise of an
Option, under the Securities Act of 1933, as amended, or the securities laws of any applicable jurisdiction; 


        (b)   to
permit any action to be taken in order to (i) list such shares of Common Stock on a stock exchange if shares of Common Stock are then listed on such exchange
or (ii) comply with restrictions or regulations incident to the maintenance of a public market for its shares of Common Stock, including any rules or regulations of any stock exchange on which
the shares of Common Stock are listed; or 


        (c)   to
determine that such shares of Common Stock and the Plan are exempt from such registration or that no action of the kind referred to in (b)(ii) above needs to
be taken; and HWC shall not be obligated by virtue of any terms and conditions of any Award or any provision of the Plan to sell or issue shares of Common Stock in violation of the Securities Act of
1933 or the law of any government having jurisdiction thereof. 




Any
such postponement shall not extend the term of an Award and neither HWC nor its Directors or officers shall have any obligation or liability to a Participant, the Participant's successor or any
other person with respect to any shares of Common Stock as to which the Award shall lapse because of such postponement. 


Section 10.    Nontransferability.  


        Awards granted under the Plan, and any rights and privileges pertaining thereto, may not be transferred, assigned, pledged or hypothecated in any manner, or be
subject to execution, attachment or similar process, by operation of law or otherwise, other than: 



        (a)   by
will or by the laws of descent and distribution; 


        (b)   pursuant
to the terms of a qualified domestic relations order to which the Participant is a party that meets the requirements of any relevant provisions of the Code; or 


        (c)   as
permitted by the Committee with respect to a NSO transferable by the Participant during his lifetime. 




In
each case, the terms and conditions applicable to the transferability of the Award shall be established by the Committee. 



Section 11.    Termination or Amendment of Plan and Award Agreements.  


        11.1     Termination or Amendment of Plan.



        (a)   Except
as described in (b) below, the Board may terminate, suspend, or amend the Plan, in whole or in part, from time to time, without the approval of the
stockholders of HWC, unless such approval is required by applicable law, regulation or rule of any stock exchange on which the shares of Common Stock are listed. No amendment or termination of the
Plan shall adversely affect the right of any Participant under any outstanding Award in any material way without the written consent of the Participant, unless such amendment or termination is
required by applicable law, regulation or rule of any stock exchange on which the shares of Common Stock are listed. 



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Subject
to the foregoing, the Board may correct any defect or supply an omission or reconcile any inconsistency in the Plan or in any Award granted hereunder in the manner and to the extent it shall
deem desirable, in its sole discretion, to effectuate the Plan. 


        (b)   Notwithstanding
the foregoing, there shall be no amendment to the Plan or any outstanding Stock Option Agreement that results in the repricing of Stock Options. 


        (c)   The
Board shall have the authority to amend the Plan to the extent necessary or appropriate to comply with applicable law, regulation or accounting rules in order to
permit Participants who are located outside of the United States to participate in the Plan. 




        11.2     Amendment of Award Agreements. 


        The
Board shall have the authority to amend any Award Agreement at any time; provided however, that no such amendment shall adversely affect the right of any Participant under any
outstanding Award Agreement in any material way without the written consent of the Participant, unless such amendment is required by applicable law, regulation or rule of any stock exchange on which
the shares of Common Stock are listed. 


Section 12.    No Contract of Employment.  


        Neither the adoption of the Plan nor the grant of any Award under the Plan shall be deemed to obligate the Company to continue the employment of any Participant
for any particular period, nor shall the granting of an Award constitute a request or consent to postpone the retirement date of any Participant. 


Section 13.    Applicable Law.  


        All questions pertaining to the validity, construction and administration of the Plan and all Awards granted under the Plan shall be determined in conformity with
the laws of the State of Delaware, without regard to the conflict of law provisions of any state, and, in the case of Incentive Stock Options, Code Section 422 and regulations issued
thereunder. 


Section 14.    Effective Date and Term of Plan.  


        14.1    Effective Date.    


        The
Plan has been adopted and authorized by the Board for submission to HWC's stockholders. The Plan shall become effective as of the date the Plan is approved by HWC's stockholders. 


        14.2     Term of Plan. 


        Notwithstanding
anything to the contrary contained herein, no Awards shall be granted on or after the 10th anniversary of the Plan's effective date as determined in
Section 14.1 above. 


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Exhibit 10.3


HOUSTON WIRE & CABLE COMPANY 2006 STOCK PLAN