Form of Restricted Stock Award Agreement





Exhibit
10.5.2




THE
RESTRICTED SHARES AWARDED UNDER THIS RESTRICTED STOCK AWARD AGREEMENT ARE
SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE UNTIL VESTED.







MAVERICK
TUBE CORPORATION







RESTRICTED
STOCK AWARD AGREEMENT







TO:
Name
of Recipient




For the
purposes set forth in the Maverick Tube Corporation (“Company”) 2004 Omnibus
Incentive Plan (the “Plan”), you have been awarded by the Compensation Committee
of the Board of Directors of the Company (the “Committee”) number
of shares shares
of the common stock of the Company, $0.01 per value per share (the “Restricted
Shares”), which award (the “Award”) is subject to and conditioned upon your
acceptance of this Restricted Stock Award Agreement (the
“Agreement”).




The terms
of the Award are as set forth in this Agreement and in the Plan. The Plan is
incorporated into this Agreement by reference, which means that this Agreement
is limited by and subject to the express terms and provisions of the Plan. In
the event of a conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control. Capitalized terms that are not
defined in this Agreement have the meanings given to them in the Plan. The more
salient terms of the Award are summarized as follows:




1. Award
Date: Month, Day, Year




2. Number
of Restricted Shares Subject to this Award: number of shares awarded





3. Restricted
Period. During
the period of time that any of the Restricted Shares are unvested as set forth
below, the Restricted Shares awarded to you pursuant to this Agreement shall not
be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of,
except as provided in this Agreement or in the Plan. Restricted Shares shall
vest as follows:

 




(i) 1/3 of the
total number of Restricted Shares subject to this Agreement on vesting
date 3rd
yr;

 

(ii) 1/3
of the
total number of Restricted Shares subject to this Agreement on vesting
date 4th
year;

 

(iii) 1/3
of the
total number of Restricted Shares subject to this Agreement on vesting
date 5th
year.


 


provided,
however, that on the applicable vesting date, you are then employed by the
Company.




4. Termination
of Employment. The
unvested portion of the Award will terminate automatically and be forfeited to
the Company immediately and without further notice upon the voluntary or
involuntary termination of your employment for any reason other than your death
or the occurrence of a Change in Control of the Company. A transfer of
employment or services between or among the Company and its Subsidiaries shall
not be considered a termination of employment. Unless the Committee determines
otherwise, and except as otherwise required by local law, for purposes of the
Award only, any reduction in your regular hours of employment to less than 30
hours per week is deemed a termination of your employment with the Company or
any Subsidiary. 




5. Leave
of Absence and Change in Work Schedule. Your
right under the Award in the event of a leave of absence or a change in your
regularly scheduled hours of employment (other than a change addressed in
Section 4 of this Agreement) will be affected in accordance with the Company’s
applicable employment policies or the terms of any agreement between you and
your employer with respect thereto.




6. Rights
As a Stockholder. So long
as the Restricted Shares are not forfeited pursuant to section 4 above, as the
legal and beneficial owner of the Restricted Shares, you will have all of the
rights of ownership with respect to the Restricted Shares, including the right
to vote such Restricted Shares subject, however, to the terms, conditions and
restrictions described in this Agreement or the Plan (including, without
limitation, the deferral of distributions of dividends, if any, in respect of
such Restricted Shares). Notwithstanding the foregoing, the Company will hold in
its possession the certificate representing the Restricted Shares awarded to you
(the “Certificate”), together with a stock power duly endorsed by you, until the
vesting provisions set forth in Section 3 hereof have been satisfied. Upon the
vesting of all or any portion of the Restricted Shares, the forfeiture
provisions shall thereupon lapse and the Certificate representing such shares
(“Shares”) shall be delivered to you, together with the stock power endorsed by
you. In appropriate circumstances, the Certificate(s) shall contain appropriate
legends regarding transferability limitations required by federal securities
laws.




7. Section
83(b) Election. If you
decide to file an election with the Internal Revenue Service to include the Fair
Market Value of any of your Restricted Shares awarded hereunder in your gross
income as of the date of this Award, you shall promptly furnish to the Company a
copy of such election, together with the amount of any federal, state, local or
other taxes required to be withheld, to enable the Company to claim an income
tax deduction with respect to such election.




8. Taxes.




(a) Generally. You are
ultimately liable and responsible for all taxes owed in connection with the
Award, regardless of any action the Company or any of its Subsidiaries takes
with respect to any tax withholding obligations that arise in connection with
the Award. Neither the Company nor any of its Subsidiaries makes any
representation or undertaking regarding the treatment of any tax withholding in
connection with the grant or vesting of the Award or the subsequent sale of
Shares after the Restricted Shares have vested. The Company and its Subsidiaries
do not commit and are under no obligation to structure the Award to reduce or
eliminate your tax liability.




(b) Payment
of Withholding Taxes. Unless
you have filed a Section 83(b) election, the vesting of Restricted Shares will
trigger a taxable event. Prior to the occurrence of vesting, you must arrange
for the satisfaction of the minimum amount of such tax, whether federal, state
or local, including any social security tax obligation (“Tax Withholding
Obligation”) in a manner acceptable to the Company.




You may
satisfy your Tax Withholding Obligation by 




(i) delivering
of a certified check payable to the Company, c/o Jill Schwendemann, at the
address specified in Section 11, or such other address as the Company may from
time to time direct; or




(ii) electing
in writing to have the Company retain that number of Shares having a Fair Market
Value equal to the minimum amount required to be withheld (rounded downward to
the nearest whole) determined on the applicable Vest Date; or




(iii) such
other means as the Committee may permit;




provided,
however, that if you do not elect the means by which you will satisfy your Tax
Withholding Obligation within five business days following the date upon which
the Restricted Shares vest, the Company may satisfy this obligation by any means
reasonable, including automatic deduction from your paycheck.




9. Registration. The
Company currently has an effective registration statement on file with the
Securities and Exchange Commission with respect to your Restricted Shares. The
Company intends to maintain this registration but has no obligation to do so. If
the registration ceases to be effective, you will not be able to transfer or
sell shares even after the restrictions lapse unless exemptions from
registration under applicable securities laws are available. Such exemptions
from registration are limited and might be unavailable. You agree that any
resale by you of Shares shall comply in all respects with the requirements of
all applicable securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act, the Exchange Act and the
respective rules and regulations promulgated thereunder) and any other law, rule
or regulation applicable thereto, as such laws, rules and regulations may be
amended from time to time. The Company shall not be obligated to either issue
Restricted Shares or permit the resale of any shares following vesting, if such
issuance or resale would violate any such requirements.




10. Limitation
on Rights; No Right to Future Grants; Extraordinary Item. By
entering into this Agreement and accepting the Award, you acknowledge that: (a)
the Plan is discretionary and may be modified, suspended or terminated by the
Board of Directors at any time as provided in the Plan; (b) the grant of the
Award is a one-time benefit and does not create any contractual or other right
to receive future grants of awards or benefits in lieu of awards; (c) all
determinations with respect to any such future grants, including, but not
limited to, the times when awards will be granted, the number of shares of
Common Stock subject to each award, the award price, if any, and the time or
times when each award will be settled, will be at the sole discretion of the
Company; (d) your participation in the Plan is voluntary; (e) the value of the
Award is an extraordinary item which is outside the scope of your employment
contract, if any; (f) the Award is not part of normal or expected compensation
for any purpose, including without limitation for calculating any benefits,
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-term service awards, pension or retirement benefits or similar
payments; (g) the future value of the common stock subject to the Award is
unknown and cannot be predicted with certainty, (h) neither the Plan, the Award
nor the issuance of the Restricted Shares confers upon you any right to continue
in the employ of (or any other relationship with) the Company or any Subsidiary,
nor do they limit in any respect the right of the Company or any Subsidiary to
terminate your employment or other relationship with the Company or any
Subsidiary, as the case may be, at any time and (i) in the event that you are
not a direct employee of Company, the grant of the Award will not be interpreted
to form an employment contract with the Company or any Subsidiary.




11. Notices. Any
notice required or permitted to be given or delivered to the Company under the
terms of this Agreement shall be in writing and addressed to the Company, at its
principal corporate offices at 16401 Swingley Ridge Road, 7th Floor,
Chesterfield, Missouri 63017, Attention: Corporate Secretary or to such other
address as the Company may designate from time to time to you. Any notice
required or permitted to be given or delivered to you shall be in writing and
addressed to you at the address shown beneath your name on the signature page
hereof or to such other address as you may designate in writing from time to
time to the Company. All notices shall be deemed to have been given or delivered
upon: (i) personal delivery; (ii) three days after deposit in the United States
mail by certified or registered mail (return receipt requested); (iii) one
business day after deposit with any nationally recognized overnight delivery
service (receipt requested); or (iv) one business day after transmission by
facsimile.




12. Execution
of Award Agreement. Please
acknowledge your acceptance of the terms and conditions of the Award by signing
the original of this Agreement and returning it to the Corporate Secretary of
the Company at the principal corporate offices of the Company at the address
specified in Section 11. If you do not sign and return this Agreement, the
Company is not obligated to provide you any benefit hereunder and may refuse to
issue Restricted Shares to you.





	 	
      Very
      truly yours,

	 	 
	 	
      MAVERICK
      TUBE CORPORATION

	 	 
	 	
      By:
	 
	 	 
	 	
      Name:
	
      Jim
      Cowan

	 	 
	 	
      Title:
	
      President
      and Chief Operating Officer

	 	 
	 	
      Facsimile:
	
      (636)
      733-1600




























ACCEPTANCE
AND ACKNOWLEDGMENT







I, _______________,
a resident of ________________ (state, or country if other than U.S.), accept
and agree to the terms of the Award described in this Agreement and in the Plan,
acknowledge receipt of a copy of this Agreement, the Plan and the applicable
Plan Summary, and acknowledge that I have read them carefully and that I fully
understand their contents.







Dated:


	 	 	 
	 	 	 
	 	 	 
	
      Taxpayer
      I.D. Number
	 	
      Participant

	 	 	 
	 	 	
      Address:

	 	 	 
	 	 	 
	 	 	 
	 	 	
      Facsimile
      No.: