Exhibit 10.12


 


SECOND AMENDMENT TO THE

HOUSTON WIRE & CABLE COMPANY

2006 STOCK PLAN


 


WHEREAS, Houston
Wire & Cable Company, a Delaware corporation (the “Company”), maintains the Houston Wire & Cable Company 2006
Stock Plan, as amended (the “Plan”); and


 


WHEREAS, the
Company has reserved the authority to amend the Plan and now deems it appropriate to do so.


 


NOW THEREFORE, the
Plan is hereby amended, effective as of February 10, 2014, as follows:


 


		1.	Section 6.2(e) of the Plan is hereby amended to read in its entirety as follows:



 


(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. Notwithstanding the preceding
sentence, in the case of a Stock Award that provides for the right to receive dividends or distributions: (i) if such Stock Award
is subject to performance-based restrictions as described in Section 6.2(c), the Company shall accumulate and hold such dividends
or distributions, and (ii) in the case of all other such Stock Awards, the Board shall have the discretion to cause the Company
to accumulate and hold such dividends or distributions. In either such case, the accumulated dividends or other distributions shall
be paid to the Participant only upon the lapse of the restrictions to which the Stock Award is subject, and any such dividends
or distributions attributable to the portion of a Stock Award for which the restrictions do not lapse shall be forfeited.


 


		2.	Section 8.1 of the Plan is hereby amended to read in its entirety as follows:



 


8.1Effect
of Change in Control. In addition to the Committee’s authority set forth in Section 3, upon a 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 that (A) all outstanding Awards shall become fully
vested and exercisable, and (B) all restrictions applicable to all Awards shall terminate or lapse; (ii) 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; (iii) make such adjustment to any such
Award then outstanding as the Committee deems appropriate to reflect such Change in Control; and (iv) cause any such Award then
outstanding to be assumed, by the acquiring or surviving corporation, after such Change in Control.


 






    	 



    	 



    

 


 


IN WITNESS WHEREOF,
this Second Amendment has been executed on this 10th day of February, 2014.


 








	 	HOUSTON WIRE & CABLE COMPANY
	 	 
	 	By: 	
	 	 	Nicol
    G. Graham
Chief Financial Officer, Treasurer and Secretary