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EXHIBIT 10.17
AMENDMENT TO
THE QUANEX CORPORATION
1989 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
THIS AGREEMENT by Quanex Corporation (the "Company"),
W I T N E S S E T H:
WHEREAS, the Board of Directors of the Company previously adopted the
plan agreement known as the "Quanex Corporation 1989 Non-Employee Director Stock
Option Plan" (the "Plan"); and
WHEREAS, the Board of Directors of the Company retained the right in
Section 13 of the Plan to amend the Plan from time to time; and
WHEREAS, the Board of Directors of the Company has approved the
following amendment to the Plan;
NOW, THEREFORE, effective January 1, 2000, the Board of Directors of
the Company agrees that Paragraph 9 of the Plan is hereby amended, effective
with respect to all Options issued in the future under this Plan, as follows:
9. TERMINATION OR DEATH OF OPTIONEE. Except as may be
otherwise expressly provided herein all Options shall terminate on the
earlier of the date of the expiration of the Option or the date that is
three months after the optionee ceases to be a member of the Company's
Board of Directors, for any reason other than the death, permanent
disability or, retirement of the optionee, during which period the
optionee shall be entitled to exercise the Option in respect of the
number of shares that the optionee would have been entitled to purchase
had the optionee exercised the Option on the date the optionee ceased
to be a member of the Company's Board of Directors.
In the event the optionee ceases to be a member of the
Company's Board of Directors because of his death, permanent disability
or retirement from the Board of Directors of the Company, before the
date of expiration of his Option, such Option shall continue fully in
effect, including provisions providing for subsequent vesting of such
Option, for a period of not longer than three years after the date of
his death, permanent disability or retirement from the Board of
Directors of the Company and
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shall terminate on the earlier of the date of the expiration of such
three-year period or the date of the expiration of the Option
notwithstanding any provision to the contrary in the optionee's Option
Agreement. After the death of the optionee, his executors,
administrators or any person or persons to whom his Option may be
transferred by will or by the laws of descent and distribution, shall
have the right, at any time prior to the termination of the Option to
exercise the Option, in respect to the number of shares that the
optionee would have been entitled to exercise if he were still alive.
In any event, an Option shall terminate on the tenth
anniversary of the date of grant of such Option.
For purposes of this Paragraph 9, an Optionee will be treated
as having retired from the Company's Board of Directors if the Optionee
shall, at the time the Optionee ceases to be a member of the Board of
Directors of the Company, have served at least two full three-year
terms of office as a director of the Company or six years of service as
a director of the Company.
Dated: December 9, 1999.
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