Exhibit
10.5


 


RESTRICTED STOCK AWARD
AGREEMENT


Quanex
Corporation


1996
Employee Stock Option and Restricted Stock Plan


 


This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”)
is made by and between Quanex Corporation, a Delaware corporation, (the “Company”) and                              
(the “Director”) effective as of the               
day of                                     ,
20     ( the “Grant Date”),
pursuant to the Quanex Corporation 1996 Employee Stock Option and Restricted
Stock Plan (the “Plan”), which is incorporated by
reference herein in its entirety.


 


WHEREAS, the Company desires to grant to the Director the
shares of equity securities specified herein (the “Shares”),
subject to the terms and conditions of this Agreement; and


 


WHEREAS, the Director desires to have the opportunity to
hold Shares subject to the terms and conditions of this Agreement;


 


NOW, THEREFORE, in consideration of the premises, mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto, intending to be legally bound hereby, agree as follows:


 


1.                                      Definitions.  For purposes of this Agreement, the following
terms shall have the meanings indicated:


 


(a)           “Transfer Restrictions”
shall mean any prohibitions and restrictions set forth herein with respect to
the sale or other disposition of Shares issued to the Director hereunder.


 


(b)           “Restricted Shares”
shall mean the Shares that are subject to the Transfer Restrictions under this
Agreement.


 


Capitalized
terms not otherwise defined in this Agreement shall have the meanings given to
such terms in the Plan.


 


2.             Grant of Restricted Shares.  Effective as of the Grant Date, the Company
shall cause to be issued in the Director’s name the following Shares as
Restricted Shares:                   
shares of the Company’s Common Stock, $.50 par value.  The Company shall cause certificates
evidencing the Restricted Shares to be issued in the Director’s name, pursuant
to which the Director shall have, except for the Transfer Restrictions, all of
the rights of a stockholder with respect to such Restricted Shares, including,
without limitation, the right to receive any dividends or distributions
allocable thereto and all voting rights appurtenant thereto.  Upon issuance the certificates shall be
delivered to the Secretary of the Company or to such other depository as may be
designated by the Committee under the Plan as a depository for safekeeping
until the Transfer Restrictions lapse. 
Effective as of the date of this Agreement, the Director shall deliver
to the Company all stock powers, endorsed in blank, relating to the Restricted
Shares.  In accepting this award of
Shares the Director accepts and agrees to be bound by all the terms and
conditions of the Plan.


 





















 


3.             Transfer Restrictions.  The Shares granted hereby may not be sold,
assigned, pledged, exchanged, hypothecated or otherwise transferred, encumbered
or disposed of (other than by will or the applicable laws of descent and
distribution) until after the cessation of the Director’s services as a
director of the Company.  Further, the
Shares granted hereby may not be sold or otherwise disposed of in any manner
which would constitute a violation of any applicable federal or state
securities laws.  Any attempted sale,
assignment, pledge, exchange, hypothecation, transfer, encumbrance or
disposition in violation of this Agreement shall be void and the Company shall
not be bound thereby.  The Director also
agrees (i) that the Company may refuse to cause the transfer of the Shares to
be registered on the applicable stock transfer records if such proposed
transfer would, in the opinion of counsel satisfactory to the Company,
constitute a violation of any applicable securities law and (ii) that the
Company may give related instructions to the transfer agent, if any, to stop
registration of the transfer of the Shares.


 


4.             Vesting.  The Shares that are granted hereby shall not
be subject to any forfeiture restrictions.


 


5.             Capital Adjustments and
Reorganizations.  The existence of the Restricted Shares shall
not affect in any way the right or power of the Company to make or authorize
any adjustment, recapitalization, reorganization or other change in its capital
structure or its business, engage in any merger or consolidation, issue any
debt or equity securities, dissolve or liquidate, or sell, lease, exchange or
otherwise dispose of all or any part of its assets or business, or engage in
any other corporate act or proceeding.


 


6.             Tax Withholding.  To the extent that the receipt of the
Restricted Shares results in income to the Director for federal, state or local
income or employment tax purposes with respect to which the Company has a
withholding obligation, the Director shall deliver to the Company at the time
of such receipt or lapse, as the case may be, such amount of money as the
Company may require to meet its obligation under applicable tax laws or
regulations, and, if the Director fails to do so, the Company is authorized to
withhold from the Shares granted hereby or from any cash or stock remuneration
then or thereafter payable to the Director in any capacity any tax required to
be withheld by reason of such resulting income.


 


7.             No Fractional Shares.  All provisions of this Agreement concern
whole Shares.  If the application of any
provision hereunder would yield a fractional share, such fractional share shall
be rounded down to the next whole share if it is less than 0.5 and rounded up
to the next whole share if it is 0.5 or more.


 


8.             Not an Employment Agreement.  This Agreement is not an employment
agreement, and no provision of this Agreement shall be construed or interpreted
to create an employment relationship between the Director and the Company or
guarantee the right to remain a member of the Board of Directors of the Company
for any specified term.


 


9.             Legend.  The
Director consents to the placing on the certificate for the Shares of an
appropriate legend restricting resale or other transfer of the Shares except in
accordance with such Act and all applicable rules thereunder.


 


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10.          Notices.  Any notice, instruction, authorization,
request or demand required hereunder shall be in writing, and shall be
delivered either by personal delivery, by telegram, telex, telecopy or similar
facsimile means, by certified or registered mail, return receipt requested, or
by courier or delivery service, addressed to the Company at the address
indicated beneath its signature on the execution page of this Agreement, and to
the Director at the Director’s residential address indicated beneath the
Director’s signature on the execution page of this Agreement, or at such other
address and number as a party shall have previously designated by written
notice given to the other party in the manner hereinabove set forth.  Notices shall be deemed given when received,
if sent by facsimile means (confirmation of such receipt by confirmed facsimile
transmission being deemed receipt of communications sent by facsimile means);
and when delivered (or upon the date of attempted delivery where delivery is
refused), if hand-delivered, sent by express courier or delivery service, or
sent by certified or registered mail, return receipt requested.


 


11.          Amendment
and Waiver.  This
Agreement may be amended, modified or superseded only by written instrument
executed by the Company and the Director. 
Only a written instrument executed and delivered by the party waiving
compliance hereof shall make any waiver of the terms or conditions.  Any waiver granted by the Company shall be
effective only if executed and delivered by a duly authorized executive officer
of the Company.  The failure of any party
at any time or times to require performance of any provisions hereof shall in
no manner effect the right to enforce the same. 
No waiver by any party of any term or condition, or the breach of any
term or condition contained in this Agreement, in one or more instances, shall
be construed as a continuing waiver of any such condition or breach, a waiver
of any other condition, or the breach of any other term or condition.


 


12.          Governing
Law and Severability.  This Agreement shall be governed by the laws
of the State of Texas without regard to its conflicts of law provisions.  The invalidity of any provision of this
Agreement shall not affect any other provision of this Agreement, which shall
remain in full force and effect.


 


13.          Successors
and Assigns. 
Subject to the limitations which this Agreement imposes upon the
transferability of the Shares granted hereby, this Agreement shall bind, be
enforceable by and inure to the benefit of the Company and its successors and
assigns, and to the Director, the Director’s permitted assigns and upon the
Director’s death, the Director’s estate and beneficiaries thereof (whether by
will or the laws of descent and distribution), executors, administrators,
agents, legal and personal representatives.


 


14.          Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be an original for all purposes but all of
which taken together shall constitute but one and the same instrument.


 


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IN WITNESS WHEREOF, the Company has caused
this Agreement to be duly executed by an officer thereunto duly authorized, and
the Director has executed this Agreement, all as of the date first above
written.


 


 


	
   

  	
  QUANEX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DIRECTOR:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 





















 


IRREVOCABLE STOCK POWER


 


KNOW ALL MEN BY THESE PRESENTS, That the
undersigned, For Value Received, has
bargained, sold, assigned and transferred and by these presents does bargain,
sell, assign and transfer unto Quanex Corporation, a Delaware corporation (the “Company”), the Shares transferred pursuant to the Restricted
Stock Award Agreement dated                             
between the Company and the undersigned; and subject
to and in accordance with such Restricted Stock Award Agreement the undersigned
does hereby constitute and appoint                              
the undersigned’s true and lawful attorney, IRREVOCABLY, to sell assign,
transfer, hypothecate, pledge and make over all or any part of such Shares and
for that purpose to make and execute all necessary acts of assignment and
transfer thereof, and to substitute one or more persons with like full power,
hereby ratifying and confirming all that said attorney or his substitutes shall
lawfully do by virtue hereof.


 


In Witness Whereof, the undersigned has
executed this Irrevocable Stock Power effective the            
day of                            ,
20    .