EXHIBIT 10.4
THIRD AMENDMENT
TO THE HOWELL CORPORATION
1988 STOCK OPTION PLAN
WHEREAS, Howell Corporation (the "Company") presently maintains the Howell
Corporation 1988 Stock Option Plan that became effective on January 25, 1988, as
amended (the "Plan"); and
WHEREAS, the Board of Directors of the Company, pursuant to Section 13 of
the Plan, has the right to amend the Plan from time to time subject to certain
limitations and has heretofore amended the Plan on two occasions;
NOW, THEREFORE, in order to make the revisions desired by the Board of
Directors as outlined in the Proxy Statement of the Company dated March 24,
1994, the Plan is hereby amended in the following manner:
1. Effective as of the date hereof, the first sentence of Section 2(b) of
the Plan is hereby amended in its entirety to read as follows:
The Committee, from time to time, shall determine and designate those
members of the Committee who are to receive options under the Plan
("Special Optionees"), the number of shares to be covered by such options
and the terms thereof. The Committee shall thereupon grant options in
accordance with such determination as evidenced by a written option
agreement; provided, however, that the number of shares covered by options
granted pursuant to the Plan by the Committee shall not exceed 10,000
shares in the case of an option granted to any Special Optionee and an
aggregate of 150,000 shares for all Special Optionees as a group.
2. Effective as of the date hereof, Section 4 of the Plan is hereby amended
in its entirety to read as follows:
4. Stock Reserved.
Subject to adjustment as provided in Paragraph 9, a total of 750,000
shares ("Stock") of Common Stock, par value $1.00 per share, of the Company
("Common Stock") shall be subject to this Plan. The shares of Stock subject
to this Plan shall consist of unissued shares or previously issued shares
reacquired and held by the Company or its Affiliates, and such number of
shares shall be and is hereby reserved for sale for such purposes. Any of
such shares which may remain unsold and which are not subject to
outstanding Options at the expiration of this Plan shall cease to be
reserved for the purpose of this Plan, but until termination of this Plan
and the expiration, exercise or lapse of all Options granted hereunder, the
Company shall at all times reserve a sufficient number of shares to meet
the requirements of this Plan. Should any Option expire or be cancelled or
surrendered prior to its exercise or relinquishment in full, the shares
theretofore subject to such Option may again be subjected to an Option
under this Plan, except that shares subject to purchase pursuant to any
Option or portion thereof relinquished and not required to be issued upon
such relinquishment shall not again be available for Options under this
Plan.
IN WITNESS WHEREOF, the Company has executed this Third Amendment to the
Plan on this 25th day of April, 1994.
HOWELL CORPORATION
/s/ Paul W. Funkhouser
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Paul W. Funkhouser
President
ATTEST:
/s/ Allyn R. Skelton, II
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Allyn R. Skelton, II
Secretary