Exhibit 10.1
LONE STAR TECHNOLOGIES, INC.
FORM OF DIRECTOR OPTION AGREEMENT
Non-Qualified Stock Option
Granted Pursuant to the
2004 Long-Term Incentive Plan
OPTION granted
[ ],
20[ ] (the “ Date of Grant
”) by Lone Star Technologies, Inc. (“ LST
”) to
[ ]
(“ Optionee ”) pursuant to LST’s 2004
Long-Term Incentive Plan (the “ Plan
”).
1.
Option Grant
. LST hereby grants to the
Optionee the option (“ Option ”) to purchase a
total of
[ ]
shares of Common Stock, $1.00 par value, of LST (“ Common
Stock ”) at the exercise price per share of
$[ ] , upon
the terms and conditions hereinafter stated. This Option shall not
be treated as an “incentive stock option” within the
meaning of section 422 of the Internal Revenue Code of 1986, as
amended.
2.
Portions of Option
Exercisable .
Except as specifically provided herein, the Option will become
exercisable as to the total number of shares covered by the Option
on the first anniversary of the Date of Grant, subject to the
Optionee’s remaining in the continuous service as a director
of LST (“ service ”) through such anniversary
date. The Option will expire upon the termination of the
Optionee’s service if and to the extent the Option has not
then become exercisable.
3.
Acceleration of
Vesting . The Option
will become fully exercisable if, before the first anniversary of
the Date of Grant, (a) the Optionee’s service terminates by
reason of the Optionee’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), or (b)
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, the
Optionee’s service terminates by reason of his removal
without Cause (within the meaning of Section 5(e)(ii) of the
Plan).
4.
Periods in which Option
Exercisable . If and
to the extent the Option becomes exercisable, it may be exercised
in whole or in part until (a) the third anniversary of the
termination of the Optionee’s service in the case of a
termination described in Section 3, whether or not such termination
occurred before the first anniversary of the Date of Grant, (b) the
first anniversary of the Optionee’s death if the Optionee
dies after the termination of his service, but only to the extent
the Option was otherwise exercisable at the time of his death
(provided that nothing in this Section 4(b) shall shorten any
longer period to which the Optionee is entitled under Section
4(a)), (c) the date of the termination of the Optionee’s
service for Cause (as defined in the Plan), and (d) the date 90
days after the date of the termination of the Optionee’s
service for any reason other than those described in (a)-(c)
above.
1
5.
Expiration of
Option . The Option
will expire if and to the extent it is not (or does not
