Exhibit 10.4


 


HOUSTON WIRE & CABLE COMPANY

2006 STOCK PLAN

(As Amended and Restated Effective March 1, 2015)



FORM OF EMPLOYEE

NONQUALIFIED STOCK OPTION AGREEMENT






[DATE]


 


[NAME]


[ADDRESS]


 


Dear [NAME]:


 


I am pleased to inform
you that on [DATE], pursuant to the Houston Wire & Cable Company 2006 Stock Plan, as amended and restated effective March 1,
2015 (the “Plan”), the Compensation Committee of the Board of Directors (the “Committee”)
of Houston Wire & Cable Company (the “Company”) granted to you a Non-Qualified Stock Option (the “Option”)
to acquire shares of common stock, par value $0.01 per share (“Shares”), of the Company. This letter agreement
constitutes your Stock Option Agreement under the Plan with respect to the Option.


 


1.          Option
Grant. On [DATE] (the “Date of Grant”), you were granted the Option to purchase, subject to the terms and
conditions of this Stock Option Agreement and the Plan, all or any part of [NUMBER OF SHARES] Shares at a price of [$____] 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. Notwithstanding the foregoing,
(a) if your employment with the Company or any of its subsidiaries 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) ten years after the date hereof, and (b) if your employment with the Company or any of its subsidiaries
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) ten years after the date hereof. In any event, any portion of the Option
that is not vested as of the date of termination of your employment shall expire as of such date and shall not be exercisable.
“Disability” has the meaning, and will be determined, as set forth in the Company’s long term disability program
in which you participate.


 


3.          Vesting.
Subject to the other terms and conditions of this Stock Option Agreement and the Plan, the Option shall become vested and exercisable
as set forth below:


 




    	 



    	 



    

  


	Vesting Date	 	Number of Shares That Vest
	[DATE]	 	[Percentage of Shares]
	[DATE]	 	[Percentage of Shares]
	[DATE]	 	[Percentage of Shares]
	[DATE]	 	[Percentage of Shares]
	[DATE]	 	[Percentage of Shares]


 


If the number of Shares covered by this Option
is adjusted as provided in paragraph 1, then the above vesting numbers shall be proportionately adjusted by the Board or the Committee,
as defined in the Plan. This Option may be exercised only to the extent, if any, that it is then vested.


 


4.          Exercise.
You may not exercise any vested portion of this Option more than once in any calendar year without the Company’s prior written
consent and the Option may not be exercised after it expires or terminates as provided in paragraph 2. 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 vested 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 will promptly pay any taxes required to be collected or withheld
by the Company or its subsidiary upon the Company’s or such subsidiary’s demand.


 


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.          Recoupment.
Notwithstanding any other provision of this Agreement, to the extent required by applicable law, including the Dodd-Frank Wall
Street Reform and Consumer Protection Act, or pursuant to the Company’s Incentive Recoupment Policy or any similar policy
as may be in effect, the Company shall have the right to seek recoupment of all or any portion of the Option (including by forfeiture
of any outstanding Option or by your remittance to the Company of Shares or of a cash payment equal to the Shares acquired upon
exercise of the Option). The value with respect to which such recoupment is sought shall be determined by the Committee. The Committee
shall be entitled, as permitted by applicable law, to deduct the amount of such payment from any amounts the Company may owe to
you.


 


7.          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.


 




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8.          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.


 


9.          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.


 


10.         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 COMPANY
	 	 	 
	 	By:	 
	 	 	 
	 	Its:	 


 


AGREED AND ACCEPTED


 


I acknowledge receipt of
the Houston Wire & Cable Company 2006 Stock Plan, as amended and restated effective March 1, 2015 (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 Committee 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 $0.01 per share, of Houston Wire & Cable Company
(“Shares”) at a price of [$____] 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.