EXHIBIT 10.1


HOUSTON
WIRE & CABLE COMPANY


2006
STOCK PLAN


FORM OF EMPLOYEE


STOCK OPTION AGREEMENT


NONQUALIFIED
STOCK OPTION


[DATE]


[NAME]


[ADDRESS]


Dear [NAME]:


I am pleased to inform you that on [DATE], pursuant
to the Houston Wire & Cable Company 2006 Stock Plan (as amended from time
to time, the “Plan”), the Compensation Committee of the Board of
Directors (the “Committee”) of Houston Wire & Cable Company (the “Company”)
granted to you a Non-Qualified Stock Option (the “Option”) to acquire
shares of common stock, par value $0.01 per share (“Shares”), of the
Company.  This letter agreement
constitutes your Stock Option Agreement under the Plan with respect to the
Option.


1.             Option Grant.  On [DATE] (the “Date of Grant”), you
were granted the Option to purchase, subject to the terms and conditions of
this Stock Option Agreement and the Plan, all or any part of [NUMBER OF SHARES]
Shares at a price of [PRICE] ($          )
per Share.  The number of Shares and the
price per Share are subject to adjustment, as provided in the Plan.


2.             Term.  The term of the Option shall be for a period
of ten (10) years from the date hereof and shall expire at the close of regular
business hours at the Company’s principal office, Houston Wire & Cable
Company, 10201 North Loop East, Houston, Texas 77029 on the last day of the
term of the Option, unless the Option terminates earlier as herein
provided.  Notwithstanding the foregoing,
the Option shall terminate and cease to be exercisable on the date on which
your employment with the Company or any of its subsidiaries ends, including
without limitation termination by the Company or its subsidiary for any reason
or your death or resignation.


3.             Vesting.  Subject to the other terms and conditions of
this Stock Option Agreement and the Plan, the Option shall become vested and
exercisable as set forth below:




	
  Vesting Date

  	
   

  	
  Number of Shares That Vest

  
	
  [DATE]

  	
   

  	
  [PERCENTAGE OF
  SHARES]

  
	
  [DATE]

  	
   

  	
  [PERCENTAGE OF
  SHARES]

  
	
  [DATE]

  	
   

  	
  [PERCENTAGE OF
  SHARES]

  
	
  [DATE]

  	
   

  	
  [PERCENTAGE OF
  SHARES]

  
	
  [DATE]

  	
   

  	
  [PERCENTAGE OF
  SHARES]

  






 









 



If the number if Shares
covered by this Option is adjusted as provided in paragraph 1, then the above
vesting numbers shall be proportionately adjusted by the Board or the
Committee, as defined in the Plan.  This
Option may be exercised only to the extent, if any, that it is then vested.


4.             Exercise.  There are no limitations on the number of
times you may exercise the vested portion of this Option, provided, however,
that (i) this Option may not be exercised more than once in any calendar year
without the Company’s prior written consent; (ii) no more than the total number
of Shares specified in paragraph 1 can be purchased pursuant to this Option;
and (iii) the Option may not be exercised after it expires or terminates as
provided in paragraph 2.  The Option may
be exercised by giving written notice (in a form substantially similar to Appendix
A attached hereto) to the Treasurer of the Company at its principal office,
stating the number of Shares with respect to which the Option is being
exercised and tendering payment for the full purchase price of such
Shares.  The purchase price must be paid
in cash, unless another method is authorized by the Committee.  You are responsible for the payment of any
taxes (other than stock transfer taxes) arising in connection with the issuance
or transfer of Shares pursuant to the Option and will promptly pay any taxes
required to be collected or withheld by the Company or its subsidiary upon the
Company’s or such subsidiary’s demand.


5.             Insider Trading Policy.  The exercise of the Option and any sale of
the Shares issuable upon such exercise are subject to the provisions of the
Company’s Insider Trading Policy, as in effect from time to time.


6.             Nontransferability.  You may not transfer, sell, pledge, encumber
or otherwise dispose of the Option, except that you may, with the prior written
approval of the Committee, transfer the Option to the following persons or
entities:  (i) immediate family members,
(ii) custodianships under the Uniform Transfers to Minors Act or any similar
statute, (iii) trusts for the benefit of any immediate family member, (iv)
trusts created by you for your primary benefit, and (v) upon termination of a
custodianship under the Uniform Transfers to Minors Act or similar statute or
the termination of a trust by the custodian or trustee thereof, or the partial
or complete liquidation of an entity, to the person or persons who, in
accordance with the terms of such custodianship, trust or entity, are entitled
to receive Options held in custody, trust or by the entity.


7.             Plan Governs.  The terms of this Stock Option Agreement
shall be subject to the terms of the Plan. If there is any inconsistency
between the terms of this Stock Option Agreement and the terms of the Plan, the
Plan’s terms shall govern. All capitalized terms shall have the meanings
ascribed to them in the Plan, unless otherwise set forth herein. A copy of the
Plan is attached hereto and the terms of the Plan are hereby incorporated by
reference.


8.             Employment and Stockholder
Status.  This Stock Option Agreement
neither gives you the right to be retained as an employee of the Company, nor
confers upon you or any holder hereof any right as a stockholder of the Company
prior to the issuance of Shares pursuant to the exercise of the Option.


9.             Acceptance.  The exercise of the Option is conditioned
upon your acceptance of this Stock Option Agreement and your return of an
executed copy to the Treasurer of the Company within 30 days after receipt
hereof.









 



 


	
  

  	
  HOUSTON WIRE
  & CABLE COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  



 









 



I acknowledge receipt of the Houston Wire &
Cable Company 2006 Stock Plan, as amended (the “Plan”) and hereby accept
this Nonqualified Stock Option subject to all the terms and conditions
thereof.  I agree to accept as binding,
conclusive and final all decisions and interpretations of the Board or the
Committee, each as defined in the Plan, regarding any questions arising under
the Plan or this Stock Option Agreement.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  



 















 


APPENDIX
A


Houston
Wire & Cable Company


10201
North Loop East


Houston,
Texas  77029


Attn:  Treasurer


NOTICE
OF EXERCISE OF NONQUALIFIED STOCK OPTION


I
hereby give notice of my election to exercise, to the extent stated below, the
nonqualified stock option (“Option”) granted to me on [DATE] to purchase
[NUMBER OF SHARES]  shares of common
stock, par value $0.01 per share, of Houston Wire & Cable Company (“Shares”)
at a price of [PRICE] per Share, pursuant to the HOUSTON WIRE & CABLE
COMPANY 2006 STOCK PLAN.  I hereby elect
to exercise such Option to the extent of                                 
Shares.  Payment in the amount of $                    
equal to the full purchase price of such Shares is enclosed.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (printed name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (address)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (city, state,
  zip code)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Social Security
  Number)

  



 


THIS
DOCUMENT IS TO BE USED TO EXERCISE YOUR STOCK OPTIONS.