2004 Employee Stock Option





Exhibit
10.5.1

MAVERICK
TUBE CORPORATION




NON-QUALIFIED
STOCK OPTION AGREEMENT







This
Non-Qualified Stock Option Agreement ("Agreement") is effective as of the
GRANT
DATE (the
"Grant Date") between MAVERICK TUBE CORPORATION, a Delaware corporation (the
"Company"), and EMPLOYEE
NAME
(“Optionee").




W I T N E S S E T H:




For the
purposes set forth in the Maverick Tube Corporation (“Company”) 2004 Omnibus
Incentive Plan (the “Plan”), you have been granted by the Compensation Committee
of the Board of Directors of the Company (the “Committee”) the opportunity to
purchase shares of the common stock of the Company, $0.01 par value per share
(the "Stock"), subject to the agreement between the Company and Optionee as
follows:




1. Grant
of Option. As of
the Grant Date specified above, and subject to the terms and provisions set
forth herein, the Company hereby grants to Optionee an option ("Option") to
purchase up to NUMBER
OF SHARES WRITTEN OUT (#OF SHARES) shares of Stock
(the "Option Shares"), at the purchase price specified in Section
2.




2. Price. The per
share price of each share of Stock purchased pursuant to the exercise of this
Option ("Exercise Price") shall be DOLLAR
AND CENTS. The
Exercise Price shall be payable to the Company in full at the time of exercise:
(i) in cash or by check payable and acceptable to the Company; (ii) by tendering
to the Company shares of Stock owned by Optionee having an aggregate Market
Value Per Share (as defined in the Plan) as of the date of exercise and tender
that is not greater than the full Exercise Price for the shares with respect to
which the Option is being exercised and by paying any remaining amount of the
Exercise Price as provided in (i) above; or (iii) subject to the approval of the
Committee and to such instructions as the Committee may specify, at Optionee's
written request the Company may deliver certificates for the number of Option
Shares for which the Option is being exercised to a broker for sale on behalf of
Optionee, provided that: (A) Optionee has irrevocably instructed such broker to
remit directly to the Company on Optionee's behalf the full amount of the
Exercise Price from the proceeds of such sale; and (B) Such transaction is not,
in the judgment of the Company, prohibited by law. In the event Optionee elects
to make payment as allowed under clause (ii) above, the Committee may, upon
confirming that Optionee owns the number of shares of Stock being tendered,
authorize the issuance of a new certificate for the number of shares being
acquired pursuant to the exercise of the Option less the number of shares being
tendered upon the exercise and return to Optionee (or not require surrender of)
the certificate for the shares of Stock being tendered upon the exercise.
Payment instruments will be received subject to collection.






















3. Vesting
(Exercisability) of Option. Subject
to the earlier termination of this Option as provided in Section 5 and to the
provisions of Section 4 of this Agreement, this Option may not be exercised with
respect to any of the Option Shares until First
vesting date.
Thereafter, and subject to the earlier expiration of this Option as herein
provided and to the provisions of Section 4 of this Agreement, this Option may
be exercised with respect to 1/3
of the shares of the
Option Shares, during the twelve (12) month period commencing First
vesting date and ending second vesting date.
Commencing second
vesting date and ending third vesting date2007, this
Option may be exercised as to an additional 1/3
of the shares of the
Option Shares (for a total of total
number of shares Option
Shares), and on last
vesting date, this
Option shall be exercisable as to all of the Option Shares; in each of the
foregoing cases (including the Option Shares referred to in the preceding
sentence), reduced by the number of Option Shares theretofore issued pursuant to
the exercise hereof. The Option may not be exercised for a fraction of a share
and no partial exercise of the Option may be for fewer than Five Hundred (500)
shares.




4. Exercisability
Upon Change in Control.
Notwithstanding the provisions of Section 3, in the event of a change in control
as defined below, unless provisions have been made in connection therewith for
the assumption or substitution (meeting the requirements of Section 424(a) of
the Code) of this Option, this Option shall be canceled by the Company as of the
effective date of such change in control by giving notice to Optionee of its
intention to do so and by permitting the exercise in full of this Option during
the 30-day period next preceding such effective date with respect to all shares
not yet issued hereunder. The term "change in control" shall mean:




(i) the
acquisition, direct or indirect, by any individual, corporation, partnership,
trust or entity (each a "Person"), or group of Persons acting in concert
following the Grant Date of this Option, which results in such Person(s)
becoming the “beneficial owner” (as defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of more than 35% of either all then
outstanding shares of Stock or, if different, the combined voting power of all
then outstanding voting securities entitled to vote generally in the election of
directors ("Other Voting Securities") of the Company, provided that the
following acquisitions shall not constitute a change of control: (A) any
acquisition directly from the Company; (B) any acquisition by the Company; and
(C) any acquisition by any employee benefit plan or related trust sponsored or
maintained by the Company or any affiliate; or

 

(ii) the
cessation of individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director after the
Grant Date whose election or nomination was approved by at least a majority of
the directors then comprising the Incumbent Board shall be deemed a member of
the Incumbent Board, other than an individual becoming a director as a result of
either an actual or threatened election contest or solicitation of proxies or
consents by or on behalf of a Person other than the Board; or

 








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(iii) the
approval by the stockholders of the Company of a reorganization, merger, or
consolidation (each, a "Transaction") unless, in each case, following such
Transaction (A) all or substantially all of the beneficial owners of the Stock
and the combined voting power of all outstanding Other Voting Securities of the
Company immediately prior to such Transaction beneficially own, directly or
indirectly, more than 50% of, respectively, the common stock and the combined
voting power of all outstanding Other Voting Securities of the corporation
resulting from such Transaction ("Resulting Corporation") in substantially the
same proportions as their ownership immediately prior to such Transaction; (B)
no Person (other than the Company and any employee benefit plan or related trust
of the Company or a Resulting Corporation) beneficially owns 35% or more of,
respectively, the then outstanding shares of common stock of the Resulting
Corporation or the combined voting power of all then outstanding Other Voting
Securities of such Resulting Corporation, and (C) at
least a majority of the directors of the Resulting Corporation were members of
the Incumbent Board at the time of the execution of the initial agreement
providing for such Transaction; or

 

(iv) the
approval by the stockholders of the Company of (A) a complete liquidation or
dissolution of the Company or (B) the disposition of substantially all of the
assets of the Company other than to a corporation with respect to which all of
the following is true following such disposition: (I) more than 50% of,
respectively, the then outstanding shares of common stock of such corporation
("New Stock") and the combined voting power of all outstanding Other Voting
Securities of such corporation ("New Other Voting Securities") is then owned
beneficially, directly or indirectly, by substantially all of the beneficial
owners of the Stock and the combined voting power of all outstanding Other
Voting Securities of the Company in substantially the same proportions as their
ownership of such securities of the Company immediately prior thereto; (II) no
Person other than the Company and any employee benefit plan or related trust of
the Company or of such corporation then beneficially owns 35% or more of the New
Stock or the New Other Voting Securities; and (III) at
least a majority of the directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or action
providing for such disposition.

 

5. Termination
of Option. This
Option shall terminate in its entirety, on the earlier of:




(a) twelve
months after the retirement, permanent disability, or death of
Optionee;

 

(b) immediately,
upon the termination of Optionee’s employment with the Company for "cause," (as
defined below) or upon a change in control of the Company as provided in Section
4;

 

(c) three
months after the termination of Optionee’s employment with the Company for any
reason other than those set forth in parts (a) or (b) above; and

 

(d) Expiration
Date (10 years from grant date).

 

“Cause”
shall mean the commission of (i) an act or acts of personal dishonesty performed
by Optionee and intended to result in substantial personal enrichment of
Optionee at the expense of the Company or any affiliate; (ii) an act of
disloyalty or conduct clearly tending to bring discredit upon the Company or any
affiliate; or (iii) a felony by Optionee involving moral turpitude.

 








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“Disability”
shall have the same meaning as ascribed to such term in the Employment Agreement
of even date herewith between the Company and Optionee.

 

6. Non-Qualified
Stock Option. This
Option is not intended to be, and will not be treated as, an “incentive stock
option” within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”).




7. Condition
of Grant. As a
condition to the grant and exercise of the Option, Optionee agrees to remain
associated with the Company or its affiliates for a period of three
years.




8. Employment
Relationship.
Optionee shall be considered to be an employee of the Company as long as he
remains an employee of either the Company, a parent or subsidiary corporation
(as defined in Section 425 of the Code) of the Company, or a corporation
assuming or substituting a new option for this Option. Any question as to
whether and when there has been a termination of such employment and as to the
cause of such termination shall be determined by the Committee, and such
determination shall be final.




9. Conformity
with Plan. The
Option described herein is intended to conform in all respects to the Plan, a
copy of which will be made available for review upon request. Inconsistencies
between this Agreement and the Plan shall be resolved in accordance with the
terms of the Plan.




10. Binding
Effect. This
Agreement shall be binding upon and inure to the benefit of any successors to
the Company and all persons lawfully claiming under Optionee. The exercise of
this Option is subject to any applicable government regulation.




IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized officer and Optionee has executed this Agreement, all as of the day
and year first above written.








	 	
      MAVERICK
      TUBE CORPORATION

	 	 
	 	
      By:
	 
	 	 	
      Jim
      Cowan

	 	 	
      Executive
      Vice President/COO

	 	 	 
	 	 	 
	 	
      By:
	 
	 	 	
      EMPLOYEE
      NAME

	 	 	
      Employee















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