Exhibit 10.1
LONE STAR TECHNOLOGIES, INC.
FORM OF STRATEGIC INCENTIVE PLAN PARTICIPANT
PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT
PERFORMANCE-BASED RESTRICTED STOCK
GRANTED PURSUANT TO THE
2004 LONG-TERM INCENTIVE PLAN
Section
1.
Date of Grant . This grant of restricted stock is made
on
[ ]
, 20 [ ] (the “ Date of Grant
”) pursuant to and subject to the terms hereof and all of the
terms and conditions of the 2004 Long-Term Incentive Plan (the
“ Plan ”) of Lone Star Technologies, Inc.
(“ LST ”).
Section
2.
Grant . LST hereby grants to
[ ]
(the “ Participant ”)
[ ]
shares (the “ Shares ”) of Common Stock, $1.00
par value per share, of LST (“ Common Stock ”)
subject to the restrictions and upon the terms and conditions
hereinafter stated.
Section
3.
Restrictions on Transferability . The Shares shall not
be sold, assigned, transferred, disposed of, pledged or otherwise
hypothecated by Participant other than to LST until they are vested
in accordance with the terms hereof.
Section
4.
General and Accelerated Vesting . Unless vesting is
accelerated in accordance with this Section or Section 5 hereof,
Participant’s ownership of the Shares not previously
forfeited shall vest on the date which is 60 months after the Date
of Grant provided LST had average income before taxes from
continuing operations (“ IBT ”) of more than
zero for the five calendar year period ending on the December 31
immediately preceding the date which is 60 months after the Date of
Grant. Non-vested Shares not previously forfeited shall
immediately vest in Participant if Participant’s employment
terminates by reason of Participant’s death, retirement after
age 65 or retirement with the consent of LST (subject, in the case
of retirement, to such other conditions as LST may impose).
In addition, if there is a Change in Control (within the meaning of
Section 9(d) of the Plan) and, within two years after the Change in
Control, Participant’s employment is terminated by LST or the
successor employer without Cause (within the meaning of Section
5(e)(ii) of the Plan) or is terminated by Participant as a result
of a reduction of his compensation or any material change in
location, authority, duties or other working conditions of his
employment, all of the Shares not then vested and not previously
forfeited shall immediately vest in Participant upon the date of
such termination.
Section
5.
Performance-Based Vesting . Non-vested Shares not
previously forfeited will become vested in accordance with the
performance matrix set forth in Schedule A annexed hereto. Years 1
through 6 shall refer to six successive fiscal years of LST, and
Year 1 shall refer to the fiscal year of LST which includes the
Date of Grant. For the purposes of Schedule A, the
“ Year 1 Objective ” is a goal (an “
IBT Goal ”) approved by the Human Resources Committee
of LST (the “ Human Resources Committee ”) with
respect to the IBT of LST, which IBT Goal relates to Year 1; the
“ Year 2 Objective ” is the IBT Goal for Year 2;
the “ Year 3 Objective ” is the IBT Goal for
Year 3; the “ Year 1 Objective Shortfall ” is
the excess, if any, of the Year 1
1
Objective over
LST’s IBT for Year 1; and the “ Year 2 Objective
Shortfall ” is the excess, if any, of the Year 2
Objective over LST’s IBT for Year 2. If any Shares
become vested under Rows I or J of Schedule A, then Rows C and G
shall become inapplicable. If any Shares become vested under
Rows K or L of Schedule A, then Rows D and F shall become
inapplicable. If any Shares become vested under this Section
5, then Section 4 shall cease to apply and future vesting, if any,
will be determined under this Section 5 (subject to acceleration
under the second and third sentences of Section 4 above).
Determinations as to whether the Year 1 Objective, Year 2
Objecti
