exv10w11







EXHIBIT 10.11




Grantee:       <Name>




Employee Number:       <Employee Number>




Grant ID:       <ID>




Grant Date:       <GrantDate>




Grant Expiration (10-years from Grant Date):       <ExpirationDate>




Grant Price:       $<GrantPrice> 




Grant Type: Performance-Based Restricted Stock Units




Total Target Restricted Stock Units:       <Total Units>




	 	 	 	 	 	 	 
	 	 	Vesting Date	 	Target Units	 	 
	 
	 	<VestDate1>
	 	<Installment1>
	 	 
	 
	 	<VestDate2>
	 	<Installment2>	 	 
	 
	 	<VestDate3>
	 	<Installment3>	 	 
	 
	 	 	 	 	 	 
	 
	 	              TOTAL
	 	<Total Units>	 	 






SMITH INTERNATIONAL, INC.

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT




     THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (this “Agreement") is made and entered
into by and between Smith International, Inc., a Delaware corporation (the “Company") and the
individual named above, an individual and Employee of the Company or one of its Subsidiaries
(“Grantee”), on the issue date (or grant date) indicated above, subject to the terms and provisions
of the Smith International, Inc., Third Amended and Restated 1989 Long-Term Incentive Compensation
Plan, as amended from time to time (the “Plan”). The Plan is hereby incorporated herein in its
entirety by this reference. Capitalized terms not otherwise defined in this Agreement shall have
the meaning given to such terms in the Plan.



     WHEREAS, Grantee is an Employee of the Company or one of its Subsidiaries, and in connection
therewith, the Company desires to grant to Grantee performance-based restricted stock units,
subject to the terms and conditions of this Agreement and the Plan, with a view to increasing
Grantee’s interest in the Company’s success and growth; and



     WHEREAS, Grantee desires to be the holder of such units subject to the terms and conditions of
this Agreement;



     NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant of Target Units. Subject to the terms and conditions of this Agreement and the Plan,
the Company hereby grants to Grantee the number of shares indicated above Target Units (“Target
Units”). Subject to Section 3 hereof, each Target Unit shall initially represent one
share of the Company’s Common Stock (“Share”), $1.00 par value. Each Target Unit represents an
unsecured promise of the Company to deliver Shares to Grantee pursuant to the terms and conditions
of the Plan and this Agreement. As a holder of Target Units, Grantee has only the rights of a
general unsecured creditor of the Company.



     2. Transfer Restrictions. Grantee shall not sell, assign, transfer, exchange, pledge,
encumber, gift, devise, hypothecate or otherwise dispose of (collectively, “Transfer”) any Target
Units granted hereunder. Any purported
Transfer of Target Units in breach of this Agreement shall be void and ineffective, and shall
not operate to Transfer any interest or title in the purported transferee.



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     3. Performance Criteria and Stock Awards. Upon satisfaction of the Performance Criteria as
established by the Compensation and Benefits Committee of the Company’s Board of Directors (the
"Committee”) no later than ninety (90) days after the beginning of the Performance Period to which
this Agreement relates, the Company shall determine the number of Shares payable to Grantee as
provided under this Agreement, subject to certification by the Committee that the specified
Performance Criteria have been satisfied. The Performance Criteria are hereby incorporated into
this Agreement by reference. The maximum number of Shares of the Company’s Common Stock that will
be awarded under this Agreement is determined as a percentage of Grantee’s Target Units, with such
percentage based on the annual Performance Criteria as established by the Committee in accordance
with the terms of the Plan.



     4. Vesting and Payment of Target Units.



          (a) Grantee’s interest in the Target Units granted hereunder shall vest in accordance with the
schedule above, conditioned on Grantee’s continued employment with the Company or one of its
Subsidiaries as of each such vesting date (the “Vesting Date”), except as provided in Section
5 hereof; provided, however, that within thirty (30) days after the Target Units granted above
become vested, Grantee must open a brokerage account with a brokerage firm or third-party
administrator designated by the Company to receive the Shares obtained pursuant to Section
4(b), or such units shall be forfeited and lapse without further notice.




          (b) Settlement of Target Units. Subject to Section 7 hereof, the Company
shall grant to Grantee, within two and one-half (21/2) months after the end of the calendar year in
which Target Units become vested pursuant to Section 4(a) above, a number of Shares equal
to the number of such vested Target Units determined in accordance with Sections 3 and 4,
(provided Grantee has not terminated employment prior to the applicable Vesting Date) unless
otherwise provided under Section 5 hereof. Each vested Target Unit shall thus be exchanged
by the Company for one Share, and such Target Unit shall be cancelled as of the effective time of
such exchange as reflected on the Company’s stock records. All Shares delivered to or on behalf of
Grantee in exchange for vested Target Units shall be subject to any further vesting, transfer or
other restrictions as may be required by securities law or other applicable law as determined by
the Company.




          (c) Dividends, Splits and Voting Rights. If the Company (i) declares a stock dividend
or makes a distribution on Common Stock in Shares, (ii) subdivides or reclassifies outstanding
Shares into a greater number of Shares, or (iii) combines or reclassifies outstanding Shares into a
smaller number of Shares, then the number of Target Units granted under this Agreement shall be
proportionately increased or reduced, as applicable, so as to prevent the enlargement or dilution
of Grantee’s rights and duties hereunder. The determination of the Committee regarding such
adjustments shall be binding. Until such time as Shares are actually delivered to Grantee in
exchange for vested Target Units pursuant to Section 4(b) (above), Grantee shall have no
voting, dividend or other ownership rights in such Shares.




     5. Forfeiture.



     (a) Termination Due to Death or Disability. If Grantee’s employment with the Company
or one of its Subsidiaries is terminated due to death or Disability of Grantee, then, in either
such event, all outstanding Units hereunder shall become fully vested as of such termination date
and shall be payable to Grantee, or Grantee’s Beneficiary in the event of Grantee’s death, in
Shares within thirty (30) days after such date; provided, however, that if Grantee’s employment
with the Company is terminated due to death or Disability of Grantee before the date upon which the
number of Shares payable to Grantee is determined under Section 3, then payment for such
outstanding Units that are payable hereunder shall be made to Grantee, or Grantee’s Beneficiary in
the event of Grantee’s death, within the time provided under Section 4(b).



          For purposes of this Section 5(a), “Disability” means, as determined by the Committee
in its discretion exercised in good faith, a physical or mental condition of Grantee that would
entitle Grantee to payment of disability income payments under the Company’s long-term disability
insurance policy or plan for employees, as then effective, if any; or in the event that Grantee is
not covered, for whatever reason, under the Company’s long-term disability insurance policy or
plan, “Disability” means a permanent, and total disability as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended (the “Code”). A determination of Disability may be made
by a physician selected or approved by the Committee and, in this respect, Grantee must submit to
any reasonable examination(s) required by such physician upon request in order to render an opinion
regarding whether there is a Disability.




          (b) Termination Other than Death or Disability. If Grantee’s employment with the
Company or one of its Subsidiaries is voluntarily or involuntarily terminated by the Company or one
of its Subsidiaries or Grantee for any reason other than due to death or Disability, then Grantee
shall immediately forfeit all Target Units which are not already vested as of such date. Upon the
forfeiture of any Target Units hereunder, Grantee shall cease to have any rights in




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connection with such Target Units as of the date of such forfeiture. A transfer of employment by Grantee, without
an interruption of employment service, between or among the Company and any Subsidiary of the
Company shall not be considered a termination of employment for purposes of this Agreement.




     6. Grantee’s Representations. Notwithstanding any provision hereof to the contrary, Grantee
hereby agrees and represents that Grantee will not acquire any Shares, and that the Company will
not be obligated to issue any Shares to Grantee hereunder, if the issuance of such Shares
constitutes a violation by Grantee or the Company of any law or regulation of any governmental
authority. Any determination in this regard that is made by the Committee, in good faith, shall be
final and binding. The rights and obligations of the Company and Grantee are subject to all
applicable laws and regulations.



     7. Tax Withholding. To the extent that the receipt of Shares hereunder results in compensation
income to Grantee for income tax purposes under applicable law, the Company, in its complete
discretion, is authorized to (a) withhold, at such time as determined by the Company, from any cash
or other remuneration (including withholding from delivery to Grantee a number of Shares, based on
the market value of such Shares, as of the applicable Vesting Date), or combination thereof, then
or thereafter payable to Grantee, an amount that the Company requires to meet its tax withholding
obligations under applicable law or regulation (the “Withholding Liability”); or (b) require
Grantee to pay an amount, at such time as the Company shall specify, equal to the Withholding
Liability in cash, by certified or cashier’s check payable to the Company, or in any other form
acceptable to the Company. Further, the Company’s obligation to deliver vested Shares, or any
stock certificate or certificates representing vested Shares, to Grantee shall be subject to, and
conditioned upon, payment of the Withholding Liability.



     8. Par Value Paid Consideration for Shares. In addition to the valuable services rendered by
Grantee for the Company, upon the issuance of any Shares after they become vested hereunder, to the
extent permitted by applicable law, a portion of the resulting compensation that is includible in
Grantee’s income for income tax purposes under applicable law shall represent consideration paid by
Grantee for such Shares in an amount equal to the aggregate par value of such vested Shares.



     9. Miscellaneous.



          (a) No Fractional Shares. All provisions of this Agreement concern whole Shares. If
the application of any provision hereunder would yield a fractional Share, such fractional Share
shall be rounded down to the next whole Share.




          (b) No Effect on Employment or Service. Grantee acknowledges and agrees that the
vesting of the Units pursuant to Section 4 hereof is earned only by continuing as an
employee. Grantee further acknowledges and agrees that this Agreement, the transactions
contemplated hereunder and the vesting schedule set forth herein do not constitute an express or
implied promise of continued engagement as an employee for the vesting period, for any period, or
at all, and will not interfere with Grantee’s right, or the Company’s or Subsidiary’s right, to
terminate Grantee’s relationship as an employee at any time.




          (c) Dispute Resolution. To the extent permitted by applicable law, any dispute or
controversy arising out of or relating to this Agreement, or any breach hereof, shall be resolved
by binding arbitration in accordance with (i) the Commercial Arbitration Rules (“Rules”) of the
American Arbitration Association (“AAA”) before a single arbitrator (unless otherwise mutually
agreed by the parties) as selected pursuant to the Rules and (ii) the Federal Arbitration Act.
Judgment on any award rendered by the arbitrator may be entered in any court of competent
jurisdiction. The venue for any arbitration proceeding shall be in Harris or Montgomery County,
Texas, except if otherwise mutually agreed by the parties. The fees of the AAA and the arbitrator
shall be split equally by the parties. All other costs and expenses, including attorneys’ fees,
relating to the resolution of any such dispute shall be borne by the party incurring such costs and
expenses.




          (d) Tax Consultation. Grantee understands that he or she may suffer adverse tax
consequences as a result of the grant, vesting or settlement of the Units granted hereunder.
Grantee represents that he or she has consulted
with any tax consultants he or she deems advisable in connection with the acquisition or
disposition of the Units and that he or she is not relying on the Company or Subsidiary for any tax
advice.




          (e) Nature of the Grant. In accepting this Agreement, Grantee acknowledges that:




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               (i) the Plan is established voluntarily by the Company, it is discretionary in nature and may
be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided
in the Plan and this Agreement;



               (ii) the grant of the Units is voluntary and occasional and does not create any contractual or
other right to receive future awards of Units, or benefits in lieu of Units, even if Units have
been awarded repeatedly in the past;



               (iii) all decisions with respect to future grants of Units, if any, will be at the sole
discretion of the Company;



               (iv) Grantee’s participation in the Plan is voluntary;



               (v) Units are an extraordinary item that do not constitute compensation of any kind for
services of any kind rendered to the Company or any Subsidiary, and Units are outside the scope of
Grantee’s employment contract, if any;



               (vi) Units are not part of normal or expected compensation or salary for any purpose,
including, but not limited to, calculation of any severance, resignation, termination, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement benefits or similar
payments and in no event should be considered as compensation for, or relating in any way to, past
services for the Company or any Subsidiary;



               (vii) the future value of the underlying Shares is unknown and cannot be predicted with
certainty;



               (viii) the value of the Shares acquired upon settlement of the Units may increase or decrease
in value; and



               (ix) in consideration of the grant of the Units, no claim or entitlement to compensation or
damages arises from termination of the Units or diminution in value of the Units or Shares acquired
upon settlement of the Units resulting from termination of Grantee’s employment by the Company or
any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws), and
Grantee irrevocably releases the Company and each Subsidiary from any such claim that may arise;
if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to
have arisen, then, by signing this Agreement, Grantee shall be deemed irrevocably to have waived
his or her entitlement to pursue such claim.



          (f) Data Privacy Notice and Consent. Grantee hereby explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of his or her personal
data as described in this Agreement by and among, as applicable, the Company and its Subsidiaries
and other affiliates for the exclusive purpose of implementing, administering and managing
Grantee’s participation in the Plan.




               Grantee understands that the Company and its Subsidiaries may hold certain personal
information about Grantee, including, but not limited to, Grantee’s name, home address and
telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any shares of stock or directorships held in the Company and its
Subsidiaries, details of all Units or any other entitlement to Shares awarded, canceled, vested,
unvested or outstanding in Grantee’s favor, for the purpose of implementing, administering and
managing the Plan (“Data”).



               Grantee understands that Data may be transferred to any third parties assisting in the
implementation, administration and management of the Plan, that these recipients may be located in
Grantee’s country or elsewhere, and that the recipients’ countries may have different data privacy
laws and protections than Grantee’s country. Grantee understands that he or she may request a list
with the names and addresses of any
potential recipients of the Data by contacting his or her local human resources
representative. Grantee authorizes the recipients to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the purposes of implementing, administering and managing
Grantee’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker, escrow agent or other third party with whom the Shares received upon
settlement of the Units may be deposited. Grantee understands that Data will be held only as long
as is necessary to implement, administer and manage his or her participation in the Plan. Grantee
understands that he or she may, at



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any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the
consent herein, in any case without cost, by contacting in writing his or her local human resources
representative. Grantee understands, however, that refusal or withdrawal of consent may affect his
or her ability to participate in the Plan and, to the extent permitted by applicable law, may void
this Agreement. For more information on the consequences of his or her refusal to consent or
withdrawal of consent, Grantee understands that he or she may contact his or her local human
resources representative.




          (g) Language. If Grantee has received this Agreement or any other document related to
the Plan translated into a language other than English and if the translated version is different
than the English version, the English version will control.




          (h) Delivery of Documents and Notices. Any document relating to participating in the
Plan and/or notice required or permitted hereunder shall be given in writing and shall be deemed
effectively given (except to the extent that this Agreement provides for effectiveness only upon
actual receipt of such notice) upon personal delivery, by telegram, telex, telecopy or similar
facsimile means, electronic delivery, or upon deposit in the U.S. Post Office or foreign postal
service, by certified or registered mail, return receipt requested, with postage and fees prepaid,
addressed to the Company at its then-current main corporate address or by electronic mail to
StockLink@smith.com, and to Grantee at his or her address indicated on the Company’s records, at
the e-mail address, if any, provided for Grantee by the Company or its Subsidiary, or at such other
address and number as a party has previously designated in writing from time to time to the other
party.




               (i) Description of Electronic Delivery. The Plan documents, which may include but do not
necessarily include the Plan Prospectus, this Agreement and U.S. financial reports of the Company,
may be delivered to Grantee electronically. Such means of delivery may include but do not
necessarily include the delivery of a link to a Company intranet or the internet site of a third
party involved in administering the Plan, the delivery of the document via electronic mail or such
other delivery determined at the Company’s discretion.



               (ii) Consent to Electronic Delivery. Grantee acknowledges that Grantee has read this
Section 9(h) of this Agreement and consents to the electronic delivery of the Plan
documents. Grantee acknowledges that he or she may receive from the Company a paper copy of any
documents delivered electronically at no cost if Grantee contacts the Company by telephone, through
a postal service or electronic mail at StockLink@smith.com. Grantee further acknowledges that
Grantee will be provided with a paper copy of any documents delivered electronically if electronic
delivery fails; similarly, Grantee understands that Grantee must provide the Company or any
designated third party with a paper copy of any documents delivered electronically by Grantee if
electronic delivery fails. Grantee understands that Grantee’s consent may be revoked or changed,
including any change in the electronic mail address to which documents are delivered (if Grantee
has provided an electronic mail address), at any time by notifying the Company of such revised or
revoked consent by telephone, postal service or electronic mail at StockLink@smith.com. Finally,
Grantee understands that he or she is not required to consent to electronic delivery but that, to
the extent permitted by applicable law, such refusal may affect Grantee’s ability to participate in
the Plan.



          (i) Amendment, Termination and Waiver. This Agreement may be amended, modified,
terminated or superseded only by written instrument executed by or on behalf of the Company and by
Grantee. Any waiver of the terms or conditions hereof shall be made only by a written instrument
executed and delivered by the party waiving compliance. Any waiver granted by the Company shall be
effective only if executed and delivered by a duly authorized executive officer of the Company
other than Grantee. The failure of any party at any time or times to require performance of any
provisions hereof shall in no manner affect the right to enforce the same. No waiver by any party
of any term or condition herein, or the breach thereof, in one or more instances shall be deemed to
be, or construed as, a further or continuing waiver of any such condition or breach or a waiver of
any other condition or the breach of any other term or condition.




          (j) Governing Law and Severability. This Agreement shall be governed by the internal
laws, and not the laws of conflict, of the State of Texas. The invalidity of any provision of this
Agreement shall not affect any other provision of this Agreement, which shall remain in full force
and effect.




          (k) Successors and Assigns. This Agreement shall bind, be enforceable by, and inure
to the benefit of, the Company and its successors and assigns, and Grantee and Grantee’s permitted
assigns under the Plan in the event of death or Disability.




[Signature page follows.]




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     IN WITNESS WHEREOF, this Restricted Stock Unit Agreement is approved, granted and executed as
of the date first written above.



	 	 	 	 	 	 	 
	 	 	SMITH INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






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