CSW INDUSTRIALS, INC. Form of Non-Qualified Stock Option Right Award Agreement

Exhibit 10.6

CSW INDUSTRIALS, INC.

Form of Non-Qualified Stock Option Right Award Agreement

WHEREAS, Capital Southwest Corporation (“Capital Southwest”) and [                    ] (the “Participant”) currently are parties to a Non-Qualified Stock Option Agreement, dated [                    ], whereby Capital Southwest granted a non-qualified option to purchase shares of common stock of Capital Southwest (the “Capital Southwest Award”) to the Participant under the Capital Southwest Corporation 2009 Stock Incentive Plan (the “Capital Southwest Plan”);

WHEREAS, effective as of 11:59 p.m. Central Time on September 30, 2015, Capital Southwest separated its industrial products, coatings, sealants, and adhesives and specialty chemicals businesses from its other businesses through a spin-off of those businesses to its stockholders, which resulted in the distribution of 100% of the outstanding stock in CSW Industrials, Inc. (the “Company”) to the holders of common stock of Capital Southwest (the “Share Distribution”);

WHEREAS, the Capital Southwest Award is being adjusted in connection with the Share Distribution and such adjustment includes granting a non-qualified option to purchase shares of the common stock of the Company (the “Replacement Award”);

WHEREAS, the Board of Directors of the Company has approved granting Replacement Awards in connection with the Share Distribution; and

WHEREAS, pursuant to Section 23 of the CSW Industrials, Inc. 2015 Equity and Incentive Compensation Plan (the “Plan”), the Company is authorized to issue Replacement Awards to any holder of an equity compensation award granted under the Capital Southwest Plan that remains outstanding immediately prior to the Share Distribution.

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NOW, THEREFORE, the Company hereby grants a Replacement Award to the Participant as follows:

The Company hereby awards to the Participant an Option Right under the Plan, for the Option Price and number of Common Shares set forth above, effective as of the Date of Grant specified above. This Option Right is not intended to be, and shall not be treated as, an “incentive stock option” within the meaning of Section 422 of the Code. Unless otherwise provided herein, capitalized terms used in this Award Agreement that are defined in the Plan and not defined herein shall have the meanings set forth in the Plan.

The terms and conditions of the Option Right granted hereby, to the extent not controlled by the terms and conditions contained in the Plan, are as follows:

Nothing contained in this Award Agreement shall confer upon Participant the right to the continuation of his or her employee status, or to interfere with the right of the Company or its Subsidiaries, as applicable, to terminate such relationship.

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The Participant understands that, upon exercise of this Option Right, Participant will recognize income, for Federal and state income tax purposes, in an amount equal to the amount by which the Market Value per Common Share, determined as of the date of exercise, exceeds the Option Price per Common Share. The acceptance of the Common Shares by the Participant shall constitute an agreement by the Participant to report such income in accordance with then applicable law. Withholding for Federal or state income and employment tax purposes shall be made, if and as required by law, from the Participant’s then current compensation, or, if such current compensation is insufficient to satisfy withholding tax liability, the Company may require the Participant to make a cash payment to cover the liability as a condition of the exercise of the Option Right; however, in the case of a cashless exercise, the Participant may use Common Shares that are the subject of such exercise to pay for any or all such tax liability, all in accordance with the Committee’s rules and procedures governing such process. Any use of Common Shares to pay for any tax liability will be subject to any applicable limitations or restrictions imposed under the Sarbanes-Oxley Act of 2002.

The Committee may modify, extend or renew this Option Right or accept its surrender (to the extent not yet exercised) and authorize the granting of a new option in substitution for it (to the extent not yet exercised), subject at all times to the Plan, the Code, and other applicable laws. Notwithstanding the foregoing provisions of this Section 5, no modification shall, without the consent of the Participant, alter to the Participant’s detriment or impair any rights of Participant under this Award Agreement except to the extent permitted under the Plan.

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Any notice required to be given pursuant to this Award Agreement or the Plan shall be in writing and shall be deemed to be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid, addressed to the Participant at the address last provided by the Participant for his or her employee records.

This Award Agreement is made pursuant to the Plan and shall be interpreted to comply therewith. Any provision of this Award Agreement inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan.

This Award Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Award Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Award Agreement, provided, however, in any event, this Award Agreement shall be subject to and governed by the Plan.

In the event that one or more of the provisions of this Award Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

The Company may, in its sole discretion, deliver any documents related to this Option Right and the Participant’s participation in the Plan, or future awards that may be granted under the Plan, by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

This Award Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement on as of the date first above written.

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EXHIBIT A

CSW INDUSTRIALS, INC.

NON-QUALIFIED STOCK OPTION RIGHT EXERCISE FORM

The undersigned hereby elects to exercise all or a portion of the Option Right issued to him/her by CSW Industrials, Inc. (the “Company”) on September 30, 2015 and to purchase                      shares of common stock of the Company (the “Common Shares”) at an exercise price of              Dollars ($        ) per Common Share or an aggregate purchase price of              Dollars ($        ) (the “Option Price”). Pursuant to the terms of the Option Right, the undersigned has delivered the Option Price herewith in full in cash or                         .

Please issue a certificate or certificates representing said Common Shares in the name of the undersigned.

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