exv10w9



 











Exhibit 10.9




HYDRIL COMPANY

RESTRICTED STOCK UNIT AGREEMENT




          This Restricted Stock Unit Agreement between Hydril Company (the “Company”) and «Name» (the
“Grantee”), an employee of the Company or its Subsidiary, regarding an award (“Award”) of
«Restricted» units (“Restricted Stock Units”) representing shares of Common Stock (as defined in
the Hydril Company 2000 Incentive Plan (the “Plan”)) granted to the Grantee on «Grant_Date»(the
“Grant Date”), such number of units subject to adjustment in connection with the occurrence of any
of the events described in Section 15 of the Plan, and further subject to the following terms and
conditions:



          1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions
of the Plan and administrative interpretations thereunder, if any, which have been adopted by the
Committee thereunder and are in effect on the date hereof. Except as defined herein, capitalized
terms shall have the same meanings ascribed to them under the Plan. For purposes of this
Restricted Stock Unit Agreement:




          (a) “Cause” means (i) the Grantee’s willful and continued failure to substantially
perform his duties with the Company or any such actual or anticipated failure after the
Grantee’s issuance of a notice of termination of Employment, after a written demand for
substantial performance is delivered to the Grantee by the Committee, which demand
specifically identifies the manner in which the Board believes that the Grantee has not
substantially performed his duties, (ii) upon the Grantee’s willful participation in conduct
which is demonstrably and materially injurious to the Company, monetarily or otherwise, or
(iii) upon there being substantial evidence that the Grantee is guilty of a crime classified
as a felony (or the equivalent thereof) under applicable law, or that the Grantee has been
convicted of such a crime. For purposes of this definition, no act, or failure to act, on
the Grantee’s part shall be deemed “willful” unless done, or omitted to be done, by the
Grantee not in good faith.




          (b) “Change in Control” shall be conclusively deemed to have occurred if (and only if)
any of the following events shall have occurred: (a) after the date the Plan is approved by
the Board any “person” (as such term is used in Sections 13(d) and 14(d) of the United
States Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”)),
other than a person who is a Nonemployee Director of the Company on the date the Plan is
approved by the Board or any person controlled by such a Nonemployee Director, becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 35% or more of the combined voting
power of the Company’s then outstanding voting securities without prior approval of a least
two-thirds of the members of the Board in office immediately prior to such person’s
attaining such percentage interest; (b) the Company is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board in office immediately prior to such transaction or event thereafter
constitute less than a majority of the members of the board of directors or comparable
governing body of the entity that is the survivor of such transaction or event or, in the
case of sale of assets, the entity that is the successor to the business of the Company; or
(c) during any period of two consecutive years, individuals who at the beginning of such
period constituted the Board (including for this



 









 





purpose any new member whose election or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the members then still in
office who were members at the beginning of such period) cease for any reason to constitute
at least a majority of the Board.




          (c) “Disability” means incapacity due to a physical or mental illness which continues
for a period of more than six (6) months, as determined by the Committee.




          (d) “Employment” means employment with the Company or any of its Subsidiaries.




          2. Vesting Schedule.




          (a) This Award shall vest with respect to 60% of the aggregate number of Restricted
Stock Units subject to this Award on the third anniversary of the Grant Date and with
respect to an additional 20% of the aggregate number of Restricted Stock Units subject to
this Award on each of the fourth and fifth anniversaries of the Grant Date; provided,
however, that the Grantee must be in continuous Employment from the Grant Date through the
applicable anniversary date in order for the Restricted Stock Units to vest on such
anniversary.




          (b) All Restricted Stock Units subject to this Award shall vest, irrespective of the
limitations set forth in subparagraph (a) above, provided that the Grantee has been in
continuous Employment since the Grant Date, upon the occurrence of:




               (i) a Change in Control; or




               (ii) the Grantee’s termination of Employment by reason of death or Disability.



          3. Forfeiture of Award. Except as provided in any other agreement between the Grantee and the
Company, if the Grantee’s employment terminates other than by reason of death or Disability, all
unvested Restricted Stock Units, and all Dividend Equivalent Amounts (as defined in paragraph 4)
attributable thereto, as of the termination date shall be forfeited.



          4. Dividend Equivalent Payments. During the period of time between the Grant Date and the
earlier of the date the Restricted Stock Units vest or are forfeited, the Restricted Stock Units
will be evidenced by book entry registration. In the event that dividends are paid with respect to
Common Stock, the Company shall credit to the Grantee’s account an amount (“Dividend Equivalent
Amount”) equal to the amount of the dividend paid per share of Common Stock as of such dividend
payment date multiplied by the number of Restricted Stock Units credited to the Grantee’s account
immediately prior to such dividend payment date. Dividend Equivalent Amounts shall not bear
interest or be segregated in a separate account while in the custody of the Company. Upon vesting
of all, or a portion of, the Grantee’s Restricted Stock Units, the Grantee shall be entitled to
receive a cash payment equal to any Dividend Equivalent Amounts, to the extent not yet paid,
attributable to the vested Restricted Stock Units; provided that the Committee, in its sole
discretion, may elect, in lieu of such cash payment, to deliver to the Grantee shares of Common
Stock equal to the Fair Market Value of the cash payment.



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          5. Payment. As promptly as is reasonably practicable following the vesting of any portion of
the Restricted Stock Units, the value of the vested Restricted Stock Units, to the extent not yet
paid, shall be payable to the Grantee in the form of shares of Common Stock.



          6. Delivery of Shares. The Company shall not be obligated to deliver any shares of Common
Stock if counsel to the Company determines that such sale or delivery would violate any applicable
law or any rule or regulations of any governmental authority or any rule or regulation of, or
agreement of the Company with, any securities exchange or association upon which the Common Stock
is listed or quoted. The Company shall in no event be obligated to take any affirmative action in
order to cause the delivery of shares of Common Stock to comply with any such law, rule,
regulations or agreement.



          7. Notices. Unless the Company notifies the Grantee in writing of a different procedure, any
notice or other communication to the Company with respect to this Award shall be in writing and
shall be:




          (a) by registered or certified United States mail, postage prepaid, to Hydril Company,
ATTENTION: Corporate Secretary, 3300 North Sam Houston Parkway East, Houston, Texas 77032;
or




          (b) by hand delivery or otherwise to Hydril Company, ATTENTION: Corporate Secretary,
3300 North Sam Houston Parkway East, Houston, Texas 77032.



          Any notices provided for in this Restricted Stock Unit Agreement or in the Plan shall be given
in writing and shall be deemed effectively delivered or given upon receipt or, in the case of
notices delivered by the Company to the Grantee, five days after deposit in the United States mail,
postage prepaid, addressed to the Grantee at the address specified at the end of this Agreement or
at such other address as the Grantee hereafter designates by written notice to the Company.



          8. Assignment of Award. Except as otherwise permitted by the Committee, the Grantee’s rights
under the Plan and this Restricted Stock Unit Agreement are personal; no assignment or transfer of
the Grantee’s rights under and interest in this Award may be made by the Grantee other than by will
or by the laws of descent and distribution.



          Notwithstanding the foregoing, subject to approval by the Committee in its sole discretion,
the Award is transferable by the Grantee to (a) the spouse, parent, brother, sister, children or
grandchildren (including adopted and stepchildren and grandchildren) of the Grantee (“Immediate
Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Members,
or (c) a partnership or partnerships in which such Immediate Family Members have at least 99% of
the equity, profit and loss interests. Subsequent transfers of a transferred Award shall be
prohibited except by will or the laws of descent and distribution, unless such transfers are made
to the original Grantee or a person to whom the original Grantee could have made a transfer in the
manner described herein. No transfer shall be effective unless and until written notice of such
transfer is provided to the Committee, in the form and manner prescribed by the Committee.
Following transfer, the Award shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer, and except as otherwise provided herein, the term
“Grantee” shall be deemed to refer to the transferee. The consequences of termination of
Employment shall continue to be applied with respect to the original Grantee, following which the
Awards shall vest only to the extent specified in the Plan



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and this Restricted Stock Unit Agreement.




          9. Withholding. At the time of delivery or vesting of Restricted Stock Units, the Company
shall withhold an appropriate number of shares of Common Stock, having a Fair Market Value
determined in accordance with the Plan, equal to the amount necessary to satisfy the minimum
federal, state and local tax withholding obligation with respect to this Award.




          10. Stock Certificates. Certificates representing the Common Stock issued pursuant to the
Award will bear all legends required by law and necessary or advisable to effectuate the provisions
of the Plan and this Award. The Company may place a “stop transfer” order against shares of the
Common Stock issued pursuant to this Award until all restrictions and conditions set forth in the
Plan or this Agreement and in the legends referred to in this paragraph 10 have been complied with.




          11. No Shareholder Rights. The Grantee shall have no rights of a shareholder with respect to
shares of Common Stock subject to the Award unless and until such time as the Award has been paid
pursuant to paragraph 5 and shares of Common Stock have been transferred to the Grantee.




          12. No Employment Guaranteed. No provision of this Restricted Stock Unit Agreement shall
confer any right upon the Grantee to continued Employment with the Company or any Subsidiary.




          13. Governing Law. This Restricted Stock Unit Agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Delaware.



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	HYDRIL COMPANY
	 
	 	 	 	 	 	 	 	 
	Dated

	 	 	 	 	 	By	 	 
	

	 	 
	 	 	 	 	 	 
	

	 	 	 	 	 	 	 	President and Chief Executive Officer






          The Grantee hereby accepts the foregoing Restricted Stock Unit Agreement, subject to the terms
and provisions of the Plan and administrative interpretations thereof referred to above.



	 	 	 	 	 	 	 
	


	 	 	 	Date:	 	 
	

	 	 	 	 	 	 
	Grantee’s Signature
	 	 	 	 	 	 






Grantee’s Address:




«Street_Address»

«City_State___Zip»




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