Exhibit 10.5
LONE STAR TECHNOLOGIES, INC.
FORM OF EMPLOYEE RESTRICTED STOCK AGREEMENT
Restricted Stock
Granted Pursuant to the
2004 Long-Term Incentive Plan
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 ”)
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.
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.
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 with respect to
[ ]
shares on each of the dates which are 24 months, 36 months, 48
months, 60 months, and 72 months, respectively, 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 the
Company 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.
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. For the purposes of Schedule A, the “
200[X] Objective ” is the income before taxes (“
IBT ”) of LST presented in its Base Action Plan
(“ BAP ”) for 200[X]; the “ 200[Y]
Objective ” is LST’s IBT presented in its 200[Y]
BAP; and the “ 2004 Objective Shortfall ” is the
excess, if any, of the 200[X] Objective over LST’s IBT for
the year ended December 31, 200[X]. If any Shares become vested
under Row E of Schedule A, then Row D shall become in
