Quanex Corporation Agreement to Freeze Non-Employee Director Retirement Plan
Quanex Corporation has decided to freeze its Non-Employee Director Retirement Plan as of December 5, 2002. Under this agreement, non-employee directors will receive annual retirement payments based on their service up to that date, rounded up to the next full year. Payments will end if the director dies, if the plan is terminated (with a limited extension), or if a retired director joins a competitor after being notified. The agreement was approved by the company's Board of Directors.
Exhibit 10.3
AGREEMENT TO FREEZE THE QUANEX CORPORATION
NON-EMPLOYEE DIRECTOR RETIREMENT PLAN
This FREEZE AGREEMENT by Quanex Corporation, a Delaware corporation (the “Company”),
WITNESSETH:
WHEREAS, the Company maintains the Quanex Corporation Non-Employee Director Retirement Plan (the “Plan”) for the benefit of its non-employee directors; and
WHEREAS, the Company has determined to freeze the Plan effective December 5, 2002;
NOW, THEREFORE, as of December 5, 2002, Section 3 of the Plan is hereby amended to provide as follows:
3. Termination of Payment. The Company shall pay the Retirement Amount annually for a period equal to the aggregate length of time the director served on the Board of Directors up to December 5, 2002 (not including time served when a full-time employee of the Company), such period to be rounded up to the next full year; provided that the Company’s obligation shall earlier terminate (i) upon the death of the director, (ii) upon the termination of this Plan as to all then current and retired directors, in which case payment shall be made to all eligible retired directors for the year in which the termination of this Plan occurs and two additional years, or (iii) upon determination of the Board of Directors that the retired director is serving as a director, officer or employee of a competitor of the Company and the continuation of such relationship after 15 days written notice of such determination to the retired director.
Approved by the Board of Directors: December 5, 2002
