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EXHIBIT 4.5
FRIEDMAN INDUSTRIES, INCORPORATED
2000 NON-EMPLOYEE DIRECTOR STOCK PLAN
SECTION 1. Purpose.
The purpose of the Friedman Industries, Incorporated 2000 Non-Employee
Director Stock Plan is to promote the interests of Friedman Industries,
Incorporated and its shareholders by providing it with a mechanism to enable the
Company to attract and retain persons with outstanding qualifications to serve
as directors of the Company and to provide the directors with a financial
interest in the Company through the ownership of stock of the Company.
SECTION 2. Definitions.
(A) "Award" shall mean an award of Common Stock pursuant to Section 6
of the Plan.
(B) "Board" shall mean the Board of Directors of the Company.
(C) "Committee" shall mean a committee of one or more members of the
Board appointed by the Board.
(D) "Common Stock" shall mean the Common Stock of the Company, $1.00
par value per share, subject to adjustment pursuant to Section 10 of the Plan.
(E) "Company" shall mean Friedman Industries, Incorporated, a Texas
corporation.
(F) "Employee Director" shall mean a member of the Board who is an
employee of the Company.
(G) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(H) "Grant Date" shall mean the date on which an Award of Common Stock
is granted to an Outside Director pursuant to Section 6 of the Plan.
(I) "Outside Director" shall mean a member of the Board who is not an
employee of the Company.
(J) "Plan" shall mean this Friedman Industries, Incorporated 2000
Non-Employee Director Stock Plan.
(K) "Securities Act" shall mean the Securities Act of 1933, as amended.
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SECTION 3. Administration.
The Plan shall be administered by the Committee. The Committee shall
have full power, discretion and authority to interpret and administer the Plan,
except that the Committee shall have no power to determine the eligibility for,
the number of shares of Common Stock to be covered by or the timing of Awards to
be granted pursuant to the Plan. The Committee's interpretations and actions,
except as otherwise determined by the Board, shall be final, conclusive and
binding on all persons for all purposes. The Committee may authorize any one or
more of their number or any officer of the Company to execute and deliver
documents on behalf of the Committee.
No member of the Committee shall be liable for any action taken or
omitted to be taken by him or by any other member of the Committee in connection
with the Plan, except for his own willful misconduct or as expressly provided by
statute.
SECTION 4. Eligibility.
The only persons eligible to participate in the Plan shall be Outside
Directors. An Employee Director who retires from employment with the Company
shall become eligible to participate in the Plan and shall be entitled to
receive an award upon re-election as an Outside Director as provided in Section
6 hereof.
SECTION 5. Stock Subject to the Plan.
There shall be reserved for Awards under the Plan an aggregate of
11,600 shares of Common Stock. Such shares shall be, in whole or in part,
authorized but unissued shares of Common Stock or previously issued and
outstanding shares that have been reacquired by the Company.
SECTION 6. Grants of Awards.
On October 15, 2000 and on each October 15 thereafter, for so long as
this Plan is in effect and shares are available for the grant of Awards
hereunder, there shall be granted automatically hereunder and hereby to each
Outside Director who has served as a director of the Company for at least the 12
immediately preceding calendar months, 400 shares of Common Stock.
SECTION 7. Mergers and Other Corporate Changes.
The existence of this Plan shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
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If the Company merges or consolidates with another corporation and is
not a surviving corporation, or if the Company is liquidated or sells or
otherwise disposes of substantially all its assets, this Plan automatically
terminates on the effective date of such merger, consolidation, liquidation,
sale or other disposition, as the case may be.
SECTION 8. Requirements of Law.
The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to applicable securities laws of any country
or any political subdivision. In the event any shares issued pursuant to the
Plan are not registered, the Company may imprint on the certificate evidencing
such shares any legend that counsel for the Company considers necessary or
advisable to comply with applicable law. The Company shall not be obligated to
take any other affirmative action in order to cause the issuance of shares
pursuant hereto to comply with any law or regulation of any governmental
authority.
SECTION 9. Withholding Taxes.
At the time of any Award hereunder, the Outside Director shall pay to
the Company, or the Company may deduct from any other compensation payable to
such Outside Director, the amount of any federal, state or local taxes of any
kind required by law to be withheld by the Company with respect thereto. If any
such amounts must be withheld by the Company and the Outside Director elects to
pay such sums directly, written notice of that election shall be delivered to
the Company prior to the grant of such Award, and payment in cash or by check of
such sums for taxes shall be delivered within ten days after the date on which
any taxes become due.
SECTION 10. Adjustment in the Event of Changes of Common Stock.
In the event of any change in the outstanding Common Stock of the
Company by reason of any stock split, stock dividend (other than stock dividends
of 5% or less, which shall not trigger an adjustment in the number of shares
constituting an Award), recapitalization or other similar change in
capitalization, the aggregate number and class of Common Stock available for
grant under the Plan, and the number or kind of shares that would be granted
under an Award under Section 6, shall be appropriately adjusted by the
Committee, whose determination shall be conclusive.
SECTION 11. Amendments and Termination.
The Board may at any time terminate, modify or amend the Plan in such
respects as it shall deem advisable, subject to any contrary requirement (i) by
law, (ii) by any applicable rules and regulations of, or any agreement with, the
American Stock Exchange, Inc. or any other national securities exchange on which
the Common Stock may then be listed or (iii) in order to make available to any
recipient of an Award the benefits of Rule 16b-3 of the Rules and Regulations
under the Exchange Act or any similar or successor rule.
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SECTION 12. Miscellaneous Provisions.
(A) Nothing in the Plan or any grant shall confer upon any Outside
Director the right to be nominated for re-election to the Board.
(B) An Outside Director's rights and interest under the Plan may not be
assigned or transferred in whole or in part, either directly or by operation of
law or otherwise (except pursuant to a state domestic relations order or, in the
event of an Outside Director's death, by will or the laws of descent and
distribution), including, but not by way of limitation, execution, levy,
garnishment, attachment, pledge, bankruptcy or in any other manner, and no such
right or interest of any Outside Director in the Plan shall be subject to any
obligation or liability of such individual.
(C) No shares shall be granted hereunder unless counsel for the Company
shall be satisfied that such grant will be in compliance with applicable
federal, state or other securities laws.
(D) The expenses of the Plan shall be borne by the Company.
(E) By accepting any Award under the Plan, each Outside Director or
beneficiary claiming under or through him or her shall be conclusively deemed to
have indicated his or her acceptance and ratification of, and consent to, any
action taken under the Plan by the Committee or the Board.
(F) The appropriate officers of the Company shall cause to be filed any
reports, return or other information regarding Awards hereunder or any Common
Stock issued pursuant hereto as may be required by Section 13 or 15(d) of the
Exchange Act, or any other applicable statute, rule or regulation.
SECTION 13. Effectiveness of the Plan.
The Plan shall be effective October 15, 2000.
SECTION 14. Governing Law.
The provisions of this Plan shall be interpreted and construed in
accordance with the laws of the State of Texas.
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