ex10_9.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    First Amendment to the 2005
Stock Awards Plan

    


    Effective
February 7, 2008

    


    


    The
undersigned, being all of the directors of Synalloy Corporation, a Delaware
corporation (the “Corporation”) do hereby consent to and adopt the following
First Amendment to the 2005 Stock Awards Plan (the “Plan”) and direct that this
First Amendment be added to the minutes of the Corporation as action taken by
the Board of Directors in lieu of an organizational meeting.

    


    WHEREAS, the Corporation desires to
amend the Plan in compliance with the recently enacted Internal Revenue Code
Section 409A and associated federal regulations.

    


    NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Board of Directors of the Corporation
hereby agrees as follows:

    


    1.            Amendments.  The
Plan is hereby amended as of February 7, 2008, in the following
respects:

     

    


    A.           Section
6.D of the Plan is deleted in its entirety and replaced as follows:

    


    
      	
              D.  

            	
              Sale or
      Merger.  Notwithstanding the vesting schedule set forth
      in Section 6.A above, 50% of the total number of unvested shares will vest
      in the  event that there is either (i) the acquisition of more
      than fifty percent (50%) of the outstanding voting securities of the
      Company or a subsidiary or division of the Company in which the employee
      is employed (calculated on a fully diluted basis) by any person during any
      consecutive 12-month period of time; or (ii) the sale of more than fifty
      percent (50%) in value of the assets of the Company over any consecutive
      12-month period of time.

            


    

        

        B. The third
sentence of Section 6.E of the Plan is deleted in its entirety and replaced as
follows:

    


    Upon
vesting of any portion of a stock award, certificates evidencing the vested
shares shall be delivered to the employee.  In addition, in the event
that, following the grant of the stock award to an employee, the Company has
made any distribution to shareholders of the Company in connection with their
ownership of the stock, such employee shall be paid, upon vesting of any portion
of a stock award, a sum equal to the cumulative distribution(s) associated with
the vested stock from the date of the grant of the stock award through the date
of vesting of any portion of the stock award.

    


        C. The
following provision is inserted as a new subsection F contained in Section 6 of
the Plan.

    


    
      	
               
      

            	
              F.

            	
              Fair Market
      Value.  Upon the vesting of shares pursuant to this stock
      award, the Committee shall determine, in good faith and in its best
      judgment, the value of each share currently vested, which under no
      circumstance shall be less than fair market value.  For such
      purposes, if the shares are listed on a national securities exchange at
      the time of the granting of the stock award, then the fair market value
      per share shall be not less than the average of the highest and lowest
      selling price on such  exchange as of the date that such stock
      award is vested, or if there were no sales on said date, then the price
      shall not be less than the mean between the bid and the ask price on such
      date.  If the shares are traded otherwise than on a national
      securities exchange at the time of the vesting of the stock award, then
      the price per share shall not be less than the mean between the bid and
      the asked price on the date of the vesting of the stock award, or if there
      is no such bid and asked price on said date, then on the next prior
      business day on which there was a bid and asked price.  If no
      such bid and asked price is available, then the price per share shall be
      determined by the Committee.

            


    

    


    3. Reaffirmation.  The
Plan shall remain otherwise in full force and effect and unchanged.

    


    4. Counterparts.  This
First Amendment to the Plan may be executed in any number of identical
counterparts, any or all of which may contained the signatures of fewer than all
of the parties but all of which shall be taken together as a single
instrument.