EX-4.5 2 h80718ex4-5.txt 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN 1 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. 2 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. -2- 3 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. -3- 4 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. -4-