1994 Director Stock Option




Exhibit
10.4.2




DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT




(Non-Assignable)




To
Purchase Shares of

Common
Stock




-of-




MAVERICK
TUBE CORPORATION




THIS
CERTIFIES THAT Director’s
Name (the
“Optionee”) is hereby granted the option, as of Grant
Date, to
purchase, at the option price of Strike
Price per
share, all or any part of the number
of shares fully
paid and non-assessable shares of the common stock, par value $0.01 per share
(the “Common Stock”), of Maverick Tube Corporation, a Delaware corporation
(hereinafter called the “Company”), in accordance with the terms and conditions
for the Maverick Tube Corporation Director Stock Option Plan (the “Plan”) and
upon and subject to the following terms and conditions:





	1.  	
      Term.
      Except as otherwise provided herein, this Option and all rights to
      purchase shares hereunder shall expire five years after the date of grant
      of this Option (the “Expiration
      Date”).








	2.  	
      Nontransferablility.
      This Option and all rights hereunder shall be non-assignable and
      non-transferable by the Optionee, either voluntarily or by operation of
      law, other than by will or the laws of descent and distribution, and,
      during the lifetime of the Optionee, this Option shall be exercisable only
      by the Optionee. Any attempted transfer, assignment, pledge, hypothecation
      or other disposition of the Option except as provided herein shall be null
      and void and without effect.








	3.  	
      Exercise.
      Prior to its expiration or earlier termination, this Option shall be
      exercisable from time to time in whole or in part, provided, however, that
      in no event shall this Option, or any portion thereof, be exercisable
      until at least six months after the date of grant of this
      Option.







This
Option may be exercised from time to time only by delivery to the Company at its
principal office (to the attention of the principal accounting officer) of a
duly signed notice in writing stating the number of shares with respect to which
this Option is being exercised; provided, however, that:




(i) only
whole shares and not less than One Hundred (100) shares may be purchased at any
one time unless the number purchased is the total remaining number then
purchasable hereunder;

























(ii) the
Optionee shall pay, in addition to the aggregate purchase price of the Common
Stock covered by the Option, and amount equal to any federal, state and local
taxes that may be required to be withheld in connection with the exercise of
such Option, unless the Company’s officers, at the time of exercise of this
Option, have established procedures for the satisfaction of an Optionee’s
withholding tax liability incurred upon exercise of this Option by enabling the
Optionee to authorize the company to retain from the total number of shares to
be issued pursuant to such Option exercise that number of shares (based on the
then-existing Fair market Value Per Share as determined in accordance with the
Plan) that will satisfy the withholding tax due; and




(iii)
this Option may not be exercised at any time when this Option or the granting or
exercise hereof violates any law, governmental order or regulation, or Company
policy governing the purchase and sale of securities of the
Company.




At the
time of delivery specified in the Optionee’s notice of exercise, the Company
shall transfer and set aside for the benefit of the Optionee (or other person
entitled to exercise this Option) a certificate or certificates out of the
Company’s theretofore authorized but unissued or reacquired shares of Common
Stock as the Company may elect against payment of the option price in full for
the number of shares purchased, and any withholding tax, if required, by either
(i) cash (including certified or bank cashier’s check or the equivalent
thereof), or (ii) at the discretion of the Optionee and as specified in the
notice of exercise, by delivering at Fair Market Value Per Share ( determined as
of the date of the notice of exercise) Common Stock owned by the Optionee ( or
such other person) as hereinafter provided. If the Optionee fails to pay for any
part of the number of shares specified in such notice as required, the right to
purchase such shares may be terminated by the Compensation Committee of the
Board of Directors of the Company (the “Compensation Committee”).





	4.  	
      Delivery
      of Certificates.
      The Company shall deliver certificates representing the Common Stock
      purchased hereunder, free and clear of restrictions except for the
      restrictions which are necessary to assure compliance by the Company and
      the Optionee with applicable federal and state securities laws and/or the
      listing requirements of any national securities exchange or association.
      The Company may postpone the issuance and delivery of shares upon any
      exercise of this Option, if necessary, until admission of such shares to
      listing on any stock exchange or association and completion of
      registration and qualification of such shares under any applicable state
      or federal law, rule or regulation.











2

















	5.  	
      Termination
      of Option.
      This Option and all unexercised rights hereunder shall terminate
      automatically upon the earlier of (I) the date on which an Optionee ceases
      to hold the office of a director of the Company for any reason other than
      retirement, death or disability, (ii) the date which is three months
      following the effective date of the Optionee’s retirement from service on
      the Board, (iii) the date which is one year following the date on which
      the Optionee’s service on the Board ceases due to death or disability, and
      (iv) the fifth anniversary date of the option grant. If the tenure of the
      Optionee as a director of the Company is terminated by reason of death or
      disability, and outstanding Option or unexercised portion thereof granted
      to him may be exercised by the Optionee, the Optionee’s personal
      representative, executor, administrator, heirs or devisees, as applicable,
      at any time, within one year after the Optionee’s death or disability, but
      in no event after the termination of the term of this Option in accordance
      with its terms.








	6.  	
      Adjustment. In
      the event that the outstanding shares of Common Stock of the Company are
      hereafter increased or decreased or changed into or exchanged for a
      different number or kind of shares or other securities of the Company or
      of another corporation, or in the event that there is a subdivision or
      consolidation of the outstanding shares of Common Stock, this Option
      shall, to the extent that it has not been exercised, entitle the Optionee
      upon the subsequent exercise of this Option to such number and kind of
      securities or other property, subject to the terms of the Option, and at
      such aggregate purchase price as determined in accordance with the Plan.
      Any determination of the Committee as to what adjustments shall be made,
      and the extent thereof, shall be final, binding and conclusive. No
      fractional shares of Common Stock shall be issued under this Option or in
      connection with any such adjustment.








	7.  	
      Miscellaneous. A
      determination by the Compensation Committee of any question which may
      arise with respect to the interpretation and construction of the
      provisions of this Option or of the Plan shall be final. The Compensation
      Committee may authorize and establish such rules, regulations and
      revisions thereof not inconsistent with the provisions of this Option or
      of the Plan as it may deem advisable. This Option shall not confer upon
      the Optionee any right to remain a director of the Company, shall not
      interfere in any way with the right of the Company or the shareholders
      thereof at any time to terminate such service or to increase or decrease
      the compensation of the Optionee as a director from the level in existence
      at the time of the granting of this Option, and shall not confer upon the
      Optionee any rights or privileges of a shareholder of the Company for any
      shares of Stock issuable upon exercise of such Option until such person
      has become the holder of record of such shares. No adjustment shall be
      made for dividends or other rights for which the record date is prior to
      the date on which such person becomes the holder of record, except as
      provided in Section 6, above.











3



















WITNESS
the seal of the Company and the signatures of its duly authorized
officers.





	
      DATED:
	
      Current
      Date
	 










	 	
      MAVERICK
      TUBE CORPORATION

	 	 
	 	
      By:
	 
	 	 	
      Jim
      Cowan

	 	 	
      President
      and Chief Operating Officer







ACCEPTED:





	 	 
	
      Director’s
      name
	 






 







4