1
EXHIBIT 10.2
AMENDMENT
TO THE QUANEX CORPORATION
1996 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
THIS AGREEMENT by Quanex Corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, the Company maintains the Plan known as the "Quanex
Corporation 1996 Employee Stock Option and Restricted Stock Plan" (the "Plan");
WHEREAS, the Company retained the right in Section 12 of the Plan to
amend the Plan from time to time; and
WHEREAS, the directors of the Company have approved resolutions to
amend the Plan to increase the number of shares of the Company's Common Stock,
$.50 par value, by 600,000 shares;
NOW THEREFORE, effective February 23, 2000, the Company agrees that,
subject to and contingent upon the approval of this Agreement by the Company's
stockholders, Section 3 of the Plan is hereby amended in its entirety to read
as follows:
SECTION 3. STOCK SUBJECT TO THE PLAN
The total amount of the Common Stock with respect to which Awards
may be granted shall not exceed in the aggregate 1,350,000 shares. The
class and aggregate number of shares which may be subject to the Options
granted under the Plan shall be subject to adjustment under Section 7. The
class and aggregate number of shares which may be subject to the
Restricted Stock Awards granted under the Plan shall also be subject to
adjustment under Section 8. Shares may be treasury shares or authorized
but unissued shares. If any Award under the Plan shall expire or terminate
for any reason without having been exercised in full, or if any Award
shall be forfeited, the shares subject to the unexercised or forfeited
portion of such Award shall again be available for the purposes of the
Plan.
