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EXHIBIT 4.3
FRIEDMAN INDUSTRIES, INCORPORATED
1995 Non-Employee Director Stock Plan
SECTION 1. Purpose.
The purpose of the Friedman Industries, Incorporated 1995 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 Employee
Directors.
(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 a
full-time 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 a
full-time employee of the Company.
(J) "Plan" shall mean this Friedman Industries, Incorporated 1995
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
10,000 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.
Subject to shareholder approval of this Plan, on September 1, 1995,
each Outside Director shall be granted 400 shares of Common Stock without any
further action required to be taken by the Board or any committee of the Board.
On each September 1 thereafter, for so long as this Plan is in effect and
shares are available for the grant of Awards hereunder, there shall be granted
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.
Awards of Common Stock under this Plan shall be in consideration of
the past services of each such Outside Director to the Company, which services
are found to have a value in excess of the aggregate par value ($1.00 per
share) of the Common Stock subject to such Award.
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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.
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 shares issued under this Plan have not been registered under the
Securities Act. Each certificate for such shares may bear the following legend
or any other legend which counsel for the Company considers necessary or
advisable to comply with the Securities Act:
"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF1933 OR UNDER THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT UPON SUCH
REGISTRATION OR UPON RECEIPT BY THE CORPORATION OF AN OPINION OF
COUNSEL SATISFACTORY TO THE CORPORATION, IN FORM AND SUBSTANCE
SATISFACTORY TO THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED FOR
SUCH SALE OR TRANSFER."
The Company may, but shall in no event be obligated to, register any securities
covered hereby pursuant to the Securities Act (as now in effect or as hereafter
amended) and, if any shares are so registered, the Company may remove any
legend on certificates representing such shares. The Company shall not be
obligated to take any other affirmative action to cause the issuance of shares
pursuant hereto to comply with any law or regulation of any governmental
authority.
Shares received under the Plan may be deemed "restricted securities"
for purposes of the Securities Act and, accordingly, sales by the recipient
thereof may be subject to satisfaction of a holding period specified in Rule
144 promulgated under the Securities Act.
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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 constitute 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; provided, however, that the Board may not,
without approval or consent of the holders of a majority of the voting power of
the outstanding shares of Common Stock:
(a) increase (except as provided in Section 10) the maximum number
of shares which may be issued pursuant to Awards granted under
the Plan;
(b) materially modify the requirements for eligibility for
participation under the Plan; or
(c) materially increase the benefits accruing to participants
under the Plan, unless, in each such case, the Board of
Directors of the Company shall have obtained an opinion of
legal counsel to the effect that shareholder approval of the
amendment is not required (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.
In no event, however, may the Plan be amended more than once in a six-month
period.
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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 qualified 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 submitted to the shareholders of the Company for
approval and adoption. The Plan shall not be effective unless and until the
Plan has been so approved and adopted by the Company's shareholders, or the
Committee shall have received an opinion of legal counsel to the effect that
such approval is not required by law or in order to make available to any
recipient of an Award the benefits of Rule 16b-3 promulgated under the Exchange
Act; provided, however, that grants of Awards under the Plan may be made prior
to such approval as long as such grants are made subject to such approval.
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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FIRST AMENDMENT
TO
FRIEDMAN INDUSTRIES, INCORPORATED
1995 NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Section 2(C) of the Friedman Industries, Incorporated 1995
Non-Employee Director Stock Plan (the "Plan") is hereby deleted in its entirety
and replaced by the following:
"(C) "Committee" shall mean a committee of one or more
members of the Board."
2. Except as expressly amended by this First Amendment, the Plan
shall continue in full force and effect in accordance with its terms.
3. The effective date of this First Amendment shall be August 22,
1997.
Board of Directors Approval: September 25, 1997