Exhibit
10.24


HOUSTON
WIRE & CABLE COMPANY


2006
STOCK PLAN







FORM OF
DIRECTOR


STOCK
OPTION AGREEMENT


NONQUALIFIED STOCK
OPTION




[DATE]




[NAME]


[ADDRESS]





I am
pleased to inform you that effective as of [DATE], pursuant to the HOUSTON WIRE
& CABLE COMPANY 2006 STOCK PLAN (“Plan”), the Board of
Directors (“Board”) of HOUSTON
WIRE & CABLE COMPANY (“Company”) has granted
to you a nonqualified stock option (“Option”) to acquire
shares of Common Stock (“Shares”) of the
Company.




1.           Option
Grant.  This Notice constitutes notice of the grant to you as
of [DATE] (“Date of
Grant”) of an Option to purchase, subject to the terms and conditions of
this Notice and the Plan, all or any part of [NUMBER OF SHARES] (______) Shares
of the Company 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 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.  If your service as a member of the board
of directors of the Company terminates for any reason other than your death or
Disability, the then vested portion of the Option shall continue to be
exercisable until the earlier of (i) the 60th day
after the date of such termination or (ii) the expiration date of the
Option.  If your service as a member of the board of directors of the
Company terminates due to your death or Disability, the then vested portion of
the Option shall continue to be exercisable until the earlier of (i) 12 months
after the date of such termination or (ii) the expiration date of the
Option.  The portion of the Option not vested as of the date of such
termination shall expire as of such date and shall not be
exercisable.  “Disability” means that, in the sole judgment of the
Committee, you are (a) unable to perform your duties with the Company for 60
consecutive days or 90 cumulative days during any six-month period or (b)
eligible for long-term disability benefits under the Company’s plans, programs
or policies, in either case as a result of injury, mental illness or physical
illness.




3.           Vesting.  Subject
to the other terms and conditions of this Notice and the Plan, the Option shall
vest entirely on [DATE].  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 this Option may be exercised,
provided, however, that (i) this Option may not be exercised more than once in
any calendar year without the Company’s prior written consent; and (ii) no more
than the total number of Shares specified in paragraph 1 can be purchased
pursuant to this Option.  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, on the Company’s demand, will promptly pay
any taxes required to be collected or withheld by the Company.




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 COMPANYBy:Its:




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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:




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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.






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