exv10w2



 





Exhibit 10.2




FRIEDMAN INDUSTRIES INCORPORATED

HAROLD FRIEDMAN




AGREEMENT




     This Agreement (this “Agreement”) is entered into on December 13, 2004, by
and between Friedman Industries, Incorporated, a Texas corporation (the
“Company”), and Harold Friedman (the “Executive”).



     WHEREAS, the Executive has served the Company in various executive officer
capacities since 1975 including most recently as its Vice Chairman of the Board
since 1995;



     WHEREAS, the Executive wishes to retire as a full-time employee of the
Company to have additional leisure time and to pursue other interests;



     WHEREAS, both the Company and the Executive have determined that it is in
the Company’s best interest to effect an executive succession plan in respect
of the executive services rendered by the Executive;



     WHEREAS, the Executive’s knowledge, expertise, experience and skills are
valuable to the Company and will continue to be so upon and after the date of
his retirement from the Company;



     NOW, THEREFORE, in view of the foregoing, and in recognition of the
Executive’s valuable contributions to the success of the Company, the mutual
promises and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Executive, intending legally to be bound, agree as follows:



     1. Retirement. Effective as of 11:59 p.m. (Central time) on December 31,
2004, the Executive (i) resigns as Vice Chairman of the Board of the Company,
from any other officer position he may hold with the Company and from any
director or officer position he may hold with any subsidiary of the Company and
(ii) retires from full-time employment with the Company.



     2. Term. Subject to the specific provisions for termination set forth in
Section 7 hereof, the term of this Agreement shall be for the period beginning
on January 1, 2005, and ending on December 31, 2009, and shall automatically
renew thereafter for additional successive one-year periods unless and until
the Company shall send the Executive written notice of termination on or prior
to the 90th day preceding the last day of the then applicable one-year renewal
period (the “Term”).



     3. Nature of Relationship. During the Term, the Executive shall be a
part-time employee of the Company.



     4. Duties of Executive.




     (a) General. During the Term, the Executive will serve in such capacities
as reasonably may be designated by the Board of Directors of the Company (the
“Board”), the



- 1 -









 






Chief Executive Officer of the Company or the Chief Financial Officer of
the Company from time to time during the Term, and shall render such services
as are reasonably consistent with such capacities.





     (b) Other Activities. Notwithstanding the provisions of this Section 4 or
any other provisions hereof, it is understood that during the Term, the
Executive may engage in such activities on such terms and conditions for such
other person as the Executive in his sole discretion shall desire so long as
such activities do not interfere materially with or detract materially from the
Executive’s performance of his duties hereunder. Notwithstanding the
immediately preceding sentence, during the Term, the Executive may not engage
in any activities for or any other company that currently or in the future is
engaged in any manner in any business in which the Company or any of its
subsidiaries is then engaged.



     5. Compensation. For all the duties to be performed by the Executive
hereunder, during the Term, the Executive shall receive a salary at an annual
rate of $13,200.00, which monthly amount shall be $1,100.00. Such salary shall
be payable to the Executive in installments in accordance with the Company’s
policy for the payment of executives as in effect from time to time during the
Term.



     6. Miscellaneous Provisions Regarding Duties, Compensation and Benefits.




     (a) Service on Board of Directors. The Company shall take all efforts
reasonably within its control to cause the Executive to remain a member of the
Board until the annual meeting of shareholders of the Company held in 2005,
subject to any actions taken or not taken by any person in respect of
compliance with any applicable fiduciary duties.




     (b) Expenses. During the Term, the Executive shall be reimbursed for his
reasonable business and travel expenses in accordance with the general
reimbursement policy of the Company then in effect with respect to its
executives and as such policy may be changed from time to time thereafter by
the Company, until the expiration of the Term, provided that the expenses are
incurred in connection with the performance of services by the Executive
specifically requested in accordance with Section 4(a) hereof, and the
Executive has submitted to the Company on a timely basis such documentation as
may be necessary to substantiate such expenses and the business purpose
thereof.




     (c) Deductions. During the Term, all compensation of any nature
whatsoever payable to the Executive hereunder shall be subject to deductions by
the Company for applicable social security taxes, federal, state and municipal
taxes and other charges as may now be in effect but which may hereinafter be
enacted or required with respect to amounts paid to a part-time employee.



     7. Termination. Upon the termination of this Agreement by Executive, the
termination of this Agreement by the Company in accordance with Section 2
hereof, an Event of Termination for Cause, or the death or disability of the
Executive, this Agreement shall terminate and the Company will pay to the
Executive and provide to the Executive only the amounts provided for herein
earned and due but unpaid through the date of such termination. An “Event of
Termination for Cause” shall have occurred if the Company reasonably shall
determine and notifies the Executive that it reasonably has determined that (i)
the Executive willfully has neglected the performance of his duties hereunder,
(ii) the Executive has been convicted by a court of competent jurisdiction of a
crime involving moral turpitude, including but not limited to



- 2 -









 





fraud, theft, embezzlement or any crime that results in or is intended to
result in personal enrichment at the expense of the Company or (iii) the
Executive has committed acts amounting to gross negligence or willful
misconduct to the material detriment of the Company.




     8. Severability. If any provision of this Agreement shall be held by a
court of competent jurisdiction invalid or unenforceable, the remainder of this
Agreement shall nevertheless remain in full force and effect. If any provision
is held by a court of competent jurisdiction invalid or unenforceable with
respect to particular circumstances, it shall nevertheless remain in full force
and effect in all other circumstances.



     9. Inurement. This Agreement shall be binding upon, and shall inure to
the benefit of, the Company and the Executive and their respective heirs,
personal and legal representatives, successors and assigns.



     10. Governing Law. This Agreement and the rights and obligations of the
parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Texas and, to the extent controlling,
applicable federal laws of the United States of America.



     11. Notices. Any notice required to be given shall be sufficient if it is
in writing, hand delivered or sent by certified or registered mail, return
receipt requested, first-class postage prepaid, in the case of the Executive,
to his residence at the address set forth on the signature page hereof or such
other address of which the Executive may hereafter notify the Company, and, in
the case of the Company, to the office address of the Company set forth on the
signature page hereof or such other address of which the Company may hereafter
notify the Executive.



     12. Entire Agreement. This Agreement contains the entire agreement and
understanding by and between the Company and the Executive with respect to the
subject matter hereof, and supersedes all other representations, promises,
agreements, understandings or negotiations between the parties regarding the
subject matter hereof, whether written or oral, not contained herein.



     13. Amendments and Waivers. No change or modification of this Agreement
shall be valid or binding unless it is in writing and duly executed by both
parties hereto. No waiver of any provision of this Agreement shall be valid
unless it is in writing and signed by the party to be charged thereby. No valid
waiver of any provision of this Agreement at any time shall be deemed a waiver
of any other provision of this Agreement at such time or at any other time.



     14. Assignments. This Agreement is a personal services contract. The
rights and obligations of the Executive hereunder may not be sold, transferred,
delegated, assigned, pledged or hypothecated and any attempted assignment,
transfer or sale shall be void.



     15. Captions. The captions of the various sections and subsections of
this Agreement have been inserted only for purposes of convenience and shall
not be deemed in any manner to modify, explain, enlarge or restrict any of the
provisions of this Agreement.



- 3 -









 





IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.




	 	 	 
	

	 	“Company”:
	 
	 	 
	

	 	FRIEDMAN INDUSTRIES, INCORPORATED
	 
	 	 
	

	 	/s/ BEN HARPER
	

	 	
 
	

	 	Ben Harper
	

	 	Senior Vice President - Finance
	 
	 	 
	

	 	Company’s Office Address:

	

	 	P. O. Box 2192
	

	 	Longview, Texas 75601
	

	 	Attention: President
	 
	 	 
	

	 	“Executive”:
	 
	 	 
	

	 	/s/ HAROLD FRIEDMAN
	

	 	
 
	

	 	Harold Friedman
	 
	 	 
	

	 	Executive’s Residence Address:
	

	 	PMB 175
	

	 	P.O. Box 31900
	

	 	Houston, Texas 77231-1900








- 4 -