Exhibit
10.8


 


NONQUALIFIED STOCK OPTION
AGREEMENT


Quanex Corporation


1996 Employee Stock Option
and Restricted Stock Plan


 


 


This STOCK OPTION
AGREEMENT (the “Agreement”) is
made between QUANEX CORPORATION, a Delaware
corporation (the “Company”), and                                
(the “Optionee”).  The Board of Directors of the Company has
adopted the Quanex Corporation 1996 Employee Stock Option and Restricted Stock
Plan (the “Plan”), which is incorporated by
reference herein.  The Company considers
that its interests will be served by granting the Optionee an option to
purchase shares of common stock of the Company as an inducement for [his] [her]
continued and effective performance of services for the Company.  Any term used in this Agreement that is not
specifically defined herein shall have the meaning specified in the Plan.


 


IT IS
AGREED:


 


1.                                       Subject to the terms of the Plan and this
Agreement, on                        ,
200   (the “Date of Grant”),
the Company hereby grants to the Optionee a nonqualified stock option (the “Option”) to purchase
                           
shares of the common stock of the Company, $.50 par value per share, at a price
of
$                    
per share, subject to adjustment as provided in the Plan.  The Option is exercisable in accordance with
the following schedule:


 


(a)                                  on the day after the first anniversary of
the Date of Grant, the Option may be exercised with respect to up to 1/3 of the
shares subject to the Option;


 


(b)                                 after each succeeding anniversary of the
Date of Grant, the Option may be exercised with respect to up to an additional
1/3 of the shares subject to the Option, so that after the expiration of the
third anniversary of the Date of Grant the Option shall be exercisable in full;
and


 


(c)                                  to the extent not exercised, installments
shall be cumulative and may be exercised in whole or in part.


 


2.                                       Except as specified below, the Option
granted to the Optionee under this Agreement shall not be transferable or
assignable by the Optionee other than by will or the laws of descent and
distribution, and shall be exercisable during the Optionee’s lifetime only by
[him] [her].  The Optionee may transfer
this Option to a member or members of [his] [her] immediate family, a trust
under which [his] [her] immediate family members are the only beneficiaries and
a partnership of which [his] [her] immediate family members are the only
partners.  For this purpose, “immediate
family” means the Optionee’s spouse, children, stepchildren, grandchildren,
parents, grandparents, siblings (including half brothers and sisters), and
individuals who are family members by adoption. 
Notwithstanding any other provision of this Agreement, such a transferee
of the Option granted under this Agreement may exercise the Option during the
Optionee’s lifetime.  None of the
Company, its employees or directors makes any representations or guarantees
concerning the tax consequences associated with the inclusion of this provision
in this Agreement, the Optionee’s transfer of the Option granted under this
Agreement or


 





















 


transferee’s exercise of
the Option.  It is the sole
responsibility of the Optionee to seek advice from [his] [her] own tax advisors
concerning those tax consequences.  The
Optionee is entitled to rely upon only the tax advice of his own tax advisors.


 


3.                                       The Option shall terminate and become
null and void on the earliest of (a) the last day of the ten-year period
commencing on the Date of Grant, (b) the last day of the three-month
period commencing on the date on which the Optionee ceases to be a member of
the Board of Directors for any reason other than death, Disability or
Retirement, or (c) the last day of the three-year period commencing on the date
on which the Optionee ceases to be a member of the Board of Directors due to
death, Disability or Retirement.   If the
Optionee ceases to be a director of the Company for any reason other than
death, Disability or Retirement, the Option shall not continue to vest after
such cessation of service as a director. 
If the Optionee ceases to be a director of the Company due to the death,
Disability or Retirement of the Optionee, the Option shall continue to vest
after such cessation of service as a director until the expiration of the
Option.


 


Upon the death of the
Optionee prior to the expiration of [his] [her] Option, [his] [her] executors,
administrators or any person or persons to whom [his] [her] Option may be
transferred by will or by the laws of descent and distribution, shall have the
right, at any time prior to the expiration date of the Option to exercise the
Option with respect to the number of shares that the Optionee would have been
entitled to exercise if [he] [she] were still alive.


 


4.                                       This Agreement may not be changed or
terminated orally but only by an agreement in writing signed by the party
against whom enforcement of any such change or termination is sought.


 


5.                                       The Company shall not be deemed by the
grant of the Option to be required to retain the services of the Optionee for
any period.


 


6.                                       The Optionee shall not have any rights as
a stockholder with respect to any shares covered by the Option until the date
of the issuance of the stock certificate or certificates to [him] [her] for
such shares following his exercise of the Option pursuant to its terms and
conditions and payment for the shares. 
No adjustment shall be made for dividends or other rights for which the
record date is prior to the date such certificate or certificates are issued.


 


7.                                       The Optionee consents to the placing on
the certificate for any shares covered by the Option of an appropriate legend
restricting resale or other transfer of such shares except in accordance with
the Securities Act of 1933 and all applicable rules thereunder.


 


8.                                       In the event of any difference of opinion
concerning the meaning or effect of the Plan or this Agreement, such difference
shall be resolved by the committee referred to in the Plan.


 


9.                                       The validity, construction and
performance of this agreement shall be governed by the laws of the State of
Texas.  Any invalidity of any provision
of this Agreement shall not affect the validity of any other provision.


 


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10.                                 All offers, notices, demands, requests,
acceptances or other communications hereunder shall be in writing and shall be
deemed to have been duly made or given if mailed by registered or certified
mail, return receipt requested.  Any such
notice mailed to the Company shall be addressed to its principal office, and
any notice mailed to the Optionee shall be addressed to the Optionee’s
residence address as it appears on the books and records of the Company or to
such other address as either party may hereafter designate in writing to the
other.


 


11.                                 This Agreement shall, except as herein
stated to the contrary, inure to the benefit of and bind the legal
representatives, successors and assigns of the parties hereto.


 


12.                                 This Option is a nonqualified stock
option which is not intended to be governed by section 422 of the Internal
Revenue Code of 1986, as amended.


 


13.                                 In accepting this Option, the Optionee
accepts and agrees to be bound by all the terms and conditions of the Plan
which pertain to nonqualified stock options granted under the Plan.


 


IN WITNESS WHEREOF, this Agreement has been duly executed
and delivered to be effective as of the day and year first above written.


 


 


	
   

  	
  QUANEX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Raymond A. Jean

  
	
   

  	
   

  	
  Chairman, President and CEO

  
	
   

  	
   

  
	
  Accepted:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Optionee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  



 


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