Exhibit 10.7


 


HOUSTON WIRE & CABLE COMPANY


2006 STOCK PLAN


(As Amended and Restated Effective March
1, 2015)


  


PERFORMANCE STOCK UNIT AWARD AGREEMENT


 


A Performance Stock Unit
(“PSU”) Award (the “Award”) is hereby granted by Houston Wire & Cable Company, a Delaware corporation
(the “Company”), to the Key Employee named below (the “Grantee”), relating to the Common Stock of the Company:


 


	Key Employee	James L. Pokluda III
	Date of Award:	 
	Number of PSUs Subject to Award:	 
	End of Performance Period:	 


 


The Award shall be subject
to the following terms and conditions and the provisions of the Houston Wire & Cable Company 2006 Stock Plan, as amended and
restated effective March 1, 2015 (the “Plan”), a copy of which is attached hereto and the terms of which
are hereby incorporated by reference:


 


1.             Grant
of Award. The Company hereby grants to the Grantee the Award of PSUs. A PSU is the right, subject to the terms and conditions
of the Plan and this Agreement, to receive, following the end of the Performance Period referred to above, a distribution of one
share of Common Stock for each PSU as described in Section 8 of this Agreement. 


 


2.             Acceptance
by Grantee. The receipt of the Award is conditioned upon its acceptance by the Grantee in the space provided therefor at the
end of this Agreement and the return of an executed copy of this Agreement to the Secretary of the Company no later than ________________.
If the Grantee shall fail to return this executed Agreement by the due date, the Grantee’s Award shall be forfeited to the
Company.


 


3.             PSU
Account. The Company shall maintain an account (the “PSU Account”) on its books in the name of the Grantee which
shall reflect the number of PSUs awarded to the Grantee and any dividend equivalents paid to the Grantee as described in Section
4.


 


4.             Dividend
Equivalents. Upon the payment of any dividends on Common Stock occurring during the period beginning on the date of the Award
and ending on the date the PSUs are settled in Common Stock and distributed to the Grantee as described in Section 8 (or the date
the PSUs are forfeited), the Company shall credit the Grantee’s PSU Account with an amount equal in value to the dividends
that the Grantee would have received had the Grantee been the actual owner of the number of shares of Common Stock represented
by the PSUs in the Grantee’s PSU Account on that date. The amount of dividend equivalents credited to the Grantee’s
PSU Account shall be adjusted to reflect the adjusted number of PSUs held by the Grantee as described in Section 7. Such amounts
shall be paid to the Grantee in cash at the time and to the extent the PSU Account is distributed to the Grantee. Any dividend
equivalents relating to PSUs that are forfeited shall also be forfeited.


 


5.             Nontransferability.
Except as set forth in Section 11 of the Plan, neither the Award nor any of the PSUs subject to the Award may be sold, assigned,
pledged, encumbered or otherwise transferred, voluntarily or involuntarily. Any attempted sale, assignment, pledge, encumbrance
or transfer of the Award, other than in accordance with its terms, shall be void and of no effect.


 


6.             Vesting.



 


(a)            Except
as set forth in (b), (c), (d) and (e) below, the Grantee shall become vested in the Award on the last day of the Performance Period
if the Grantee remains in continuous employment with the Company or a Subsidiary until such date.


 


(b)            If
prior to the last day of the Performance Period the Grantee’s employment with the Company and all Subsidiaries terminates
due to the Grantee’s death or disability, all of the then unvested PSUs subject to the Award shall vest as of the date of
termination of employment. For this purpose “disability” has the meaning, and will be determined, as set forth in the
Company’s long term disability program in which If prior to the last day of the Performance Period the Grantee’s employment
with the Company and all Subsidiaries terminates for any reason other than death or disability as described in Section 6(b) above
or following a Change in Control as described in Section 6(d)(ii) below, PSUs subject to the Award shall be forfeited to the Company
and the Grantee’s rights, title and interest with respect to such forfeited PSUs, shall automatically lapse and be of no
further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company as the Grantee’s
agent and attorney in fact, to act for or on behalf of the Grantee and in his or her name and stead, for the limited purpose of
executing any documents and instruments to further evidence the forfeiture of the unvested PSUs.


 




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(c)            If
prior to the last day of the Performance Period there is a Change in Control of the Company, and the Grantee has remained in continuous
employment with the Company or a Subsidiary until such date:


 


(i)          unless
the PSU Award is continued or assumed by a public company in an equitable manner, all of the PSUs subject to the Award shall vest
as of the date of the Change in Control; and 


 


(ii)          if
the PSU Award is continued or assumed by a public company in an equitable manner, all of the PSUs subject to the Award shall vest
at the end of the Performance Period, unless prior to such date and within two years following the Change in Control (A) the Company
terminates the Grantee’s employment other than for Cause or (B) the Grantee terminates his employment for Good Reason, in
which case all of the PSUs subject to the Award shall vest as of the date of such termination of employment.


 


For purposes of this Section 6(d), “Cause”
and “Good Reason” shall have the meanings ascribed to them in the Amended and Restated Employment Agreement between
the Grantee and the Company dated as of January 1, 2015, or any successor agreement thereto.


 


(d)           The
foregoing provisions of this Section 6 shall be subject to the provisions of any written employment or severance agreement that
has been or may be executed by the Grantee and the Company, and the provisions in such employment or severance agreement concerning
the vesting of an Award shall supersede any inconsistent or contrary provision of this Section 6.


 


7.             Adjustment
of PSUs. 


 


(a)           The
number of PSUs subject to the Award that vest pursuant to Section 6(a) shall be adjusted by the Committee after the end of the
Performance Period based on the level of achievement of the previously established performance goals, as described in Exhibit A
attached hereto. 


 


(b)           The
number of PSUs subject to the Award that vest pursuant to Section 6(b) shall not be subject to the adjustment described in Exhibit
A.


 


(c)           The
number of PSUs subject to the Award that vest pursuant to Section 6(d) shall not be subject to the adjustment described in Exhibit
A.


 


8.             Settlement
of Award. If the Grantee becomes vested in his Award in accordance with Section 6, the Company shall distribute to him, or
his personal representative, beneficiary or estate, as applicable, (a) a number of shares of Common Stock equal to the number of
vested PSUs subject to the Award, as adjusted in accordance with Section 7, if applicable and (b) a cash payment equal to the dividend
equivalents that are payable pursuant to Section 4. Such shares and payment shall be delivered (i) in the case of an Award that
vests in accordance with Section 6(a), as soon as practicable after the Committee determines the level of achievement of the performance
goal, but no later than March 15 following the end of the Performance Period; (ii) in the case of an Award that vests earlier in
accordance with Section 6(b) or 6(d)(i), within 30 days following the date of vesting; and (iii) in the case of an Award that vests
in accordance with Section 6(d)(ii), within 30 days following the earlier of the end of the Performance Period or the date of the
Grantee’s termination of employment.


 


(a)           Withholding
Taxes. The Grantee shall pay to the Company an amount sufficient to satisfy all minimum Federal, state and local withholding
tax requirements prior to the delivery of any shares of Common Stock upon settlement of any vested PSUs covered by the Award. Payment
of such taxes may be made by one or more of the following methods: (a) in cash, (b) in cash received from a broker-dealer to whom
the Grantee has submitted a notice and irrevocable instructions to deliver to the Company proceeds from the sale the Grantee participates.


 


9.            of
a portion of the shares deliverable upon settlement of the Award, (c) by delivery to the Company of other Common Stock owned by
the Grantee that is acceptable to the Company, valued at its then Fair Market Value, and/or (d) by directing the Company to withhold
such number of shares of Common Stock otherwise deliverable upon settlement of the Award with a Fair Market Value equal to the
amount of tax to be withheld.


 




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10.           Share
Delivery. Delivery of shares of Common Stock upon settlement of the Award will be by book-entry credit to an account in the
Grantee’s name established by the Company with the Company’s transfer agent; provided that the Company shall, upon
written request from the Grantee (or his estate or personal representative, as the case may be), issue certificates in the name
of the Grantee (or his estate or personal representative) representing such Award shares.


 


11.           Rights
as Stockholder. The Grantee shall not be entitled to any of the rights of a stockholder of the Company with respect to the
Award, including the right to vote and to receive dividends and other distributions, until and to the extent the Award is settled
in shares of Common Stock.


 


12.           Insider
Trading Policy. The sale or transfer of any shares of Common Stock delivered upon settlement of the Award is subject to the
provisions of the Company’s Insider Trading Policy, as in effect from time to time. 


 


13.           Recoupment.
Notwithstanding any other provision of this Agreement, to the extent required by applicable law, including the Dodd-Frank Wall
Street Reform and Consumer Protection Act, or pursuant to the Company’s Incentive Recoupment Policy or any similar policy
as may be in effect, the Company shall have the right to seek recoupment of all or any portion of an Award (including by forfeiture
of any outstanding Award or by the Grantee’s remittance to the Company of vested Award shares or of a cash payment equal
to the vested Award shares). The value with respect to which such recoupment is sought shall be determined by the Committee. The
Committee shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company
may owe to the Grantee.


 


14.           Employment
Status. This Agreement does not give the Grantee the right to be retained as an employee of the Company.


 


15.           Administration.
The Award shall be administered in accordance with such regulations as the Committee shall from time to time adopt.


 


16.           Plan
Governs. If there is any inconsistency between the terms of this 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 specifically set forth otherwise
herein.


 


17.           Governing
Law. This Agreement, and the Award, shall be construed, administered and governed in all respects under and by the laws of
the State of Delaware.


 


IN WITNESS WHEREOF, this
Agreement is executed by the Company this __th day of ________, ____, effective as of the ____ day of _________, ____.


 


	 	HOUSTON WIRE & CABLE COMPANY
	 	 	 
	 	By:	 	 


 


AGREED AND ACCEPTED:


 


I acknowledge receipt of
the Houston Wire & Cable Company 2006 Stock Plan, as amended and restated effective March 1, 2015 (the “Plan”)
and hereby accept this Performance Stock Unit Award subject to all the terms and conditions thereof. I agree to accept as binding,
conclusive and final all decisions and interpretations of the Committee regarding any questions arising under the Plan or this
Award Agreement.


 


GRANTEE


 


	Print Name:	 	 
	 	 	 
	Signature:	 	 
	 	 	 
	Date:	 	 


 




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EXHIBIT A


 


Houston Wire and Cable Company 2006 Stock
Plan


 


(As Amended and Restated Effective March
1, 2015)


 


Performance Stock Unit Agreement


 


Performance Stock Unit Goals


 



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