0001104659-05-042240 Sample Contracts

AMENDMENT TO THE QUANEX CORPORATION
Employee Stock Option and Restricted Stock Plan • August 31st, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals

WHEREAS, the Shareholders approved and the Company maintains the Plan known as the “Quanex Corporation 1996 Employee Stock Option and Restricted Stock Plan” (the “Plan”);

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NONQUALIFIED STOCK OPTION AGREEMENT Quanex Corporation
Nonqualified Stock Option Agreement • August 31st, 2005 • Quanex Corp • Rolling drawing & extruding of nonferrous metals • Texas

This STOCK OPTION AGREEMENT (the “Agreement”) is made between QUANEX CORPORATION, a Delaware corporation (the “Company”), and (NAME) (the “Optionee”). The Board of Directors of the Company has adopted the Quanex Corporation 1996 Employee Stock Option and Restricted Stock Plan (the “Plan”), the terms of which are incorporated by reference herein. The Company considers that its interests will be served by granting the Optionee an option to purchase shares of common stock of the Company as an inducement for his continued and effective performance of services for the Company. Any term used in this Agreement that is not specifically defined herein shall have the meaning specified in the Plan.

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