Exhibit 4.22
**RESTRICTED STOCK AWARD AGREEMENT**
     This**Restricted Stock Award Agreement**(this “*Agreement*”) is made by and between GrantPrideco, Inc., a Delaware corporation (the “*Company*”) and _________(the“*Executive*”) as of the ___th day ofFebruary, 2005 (the *“Effective Date”*), pursuant to the_________(the “*Plan*”), the terms of which are incorporated by reference herein in theirentirety. For purposes herein “Grant Date” shall mean ___.
     **Whereas**, the Company desires to grant to the Executive the shares of equitysecurities specified herein (the “*Shares*”) and a cash bonus to enable the Executive to pay alltaxes payable by the Executive as a result of his receipt of the Shares, subject to the terms andconditions of this Agreement; and
     **Whereas**, the Executive desires to have the opportunity to hold the Shares and earnthe cash bonus described above, subject to the terms and conditions of this Agreement;
     **Now, therefore**, in consideration of the premises, mutual covenants and agreementscontained herein, and other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree asfollows:
1.  ***Grant of Restricted Shares*****.**Effective as of the Grant Date, the Company shall cause to beissued in the Executive’s name the following Shares as Restricted Shares: ___shares ofthe Company’s common stock, $.01 par value. The Company shall cause certificates evidencingthe Restricted Shares, and any Retained Distributions issued with respect to the RestrictedShares, to be issued in the Executive’s name. During the Restricted Period such certificatesshall bear a restrictive legend to the effect that ownership of such Restricted Shares (andany such Retained Distributions), and the enjoyment of all rights appurtenant thereto, aresubject to the restrictions, terms, and conditions provided in the Plan and this Agreement.The Executive shall have the right to vote the Restricted Shares awarded to the Executive andto receive and retain all regular cash dividends, and to exercise all other rights, powers andprivileges of a holder of Shares, with respect to such Restricted Shares, with the exceptionthat (a) the Executive shall not be entitled to delivery of the stock certificate orcertificates representing such Restricted Shares until the Forfeiture Restrictions applicablethereto shall have expired, (b) the Company shall retain custody of all Retained Distributionsmade or declared with respect to the Restricted Shares (and such Retained Distributions shallbe subject to the same restrictions, terms and conditions as are applicable to the RestrictedShares) until such time, if ever, as the Restricted Shares with respect to which such RetainedDistributions shall have been made, paid, or declared shall have become vested, and suchRetained Distributions shall not bear interest or be segregated in separate accounts and (c)the Executive may not sell, assign, transfer, pledge, exchange, encumber, or dispose of theRestricted Shares or any Retained Distributions during the Restricted Period. Upon issuancethe certificates for the Restricted Shares shall be
 

 

   delivered to the Secretary of the Companyor to such other depository as may be designated by the Committee as a depository forsafekeeping until the forfeiture of such Restricted Shares occurs or the ForfeitureRestrictions lapse, together with stock powers or other instruments of assignment, eachendorsed in blank, which will permit transfer to the Company of all or any portion of theRestricted Shares and any securities constituting Retained Distributions which shall beforfeited in accordance with the Plan and this Agreement. In accepting the award of Sharesset forth in this Agreement the Executive accepts and agrees to be bound by all the terms andconditions of the Plan and this Agreement. 2.  ***Definitions*****.**For purposes of this Agreement, the following terms shall have the meaningsindicated below:
 (a)  “*Affiliate*” shall mean an Entity that is required to be treated as a singleemployer together with the Company for certain benefit plan purposes under section 414of the Code.  (b)  “*Assets*” shall mean assets of any kind owned by the Company, including, but notlimited to, securities of the Company’s direct and indirect subsidiaries.  (c)  “*Beneficial Owner*” means a “beneficial owner” as defined in Securities andExchange Commission Regulation Section 240.13d-3.  (d)  “*Board*” shall mean the Board of Directors or other governing body of theCompany or its direct or indirect parent.  (e)  “*Change of Control*” shall mean the occurrence of any of the following events:
 (i)  the individuals who are Incumbent Directors cease for anyreason to constitute a majority of the members of the Board;  (ii)  the consummation of a Merger of the Company or an Affiliatewith another Entity, *unless*the individuals and Entities who were theBeneficial Owners of the Voting Securities of the Company outstandingimmediately prior to such Merger own, directly or indirectly, at least 55percent (55%) of the combined voting power of the Voting Securities of any ofthe Company, the surviving Entity or the parent of the surviving Entityoutstanding immediately after such Merger;  (iii)  any Person becomes a Beneficial Owner, directly or indirectly,of securities of the Company representing 30 percent (30%) or more of thecombined voting power of the Company’s then outstanding Voting Securities,other than a Specified Owner;  (iv)  a sale, transfer, lease or other disposition of all orsubstantially all of the Assets is consummated (an “*Asset Sale*”), *unless*:
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 (A)  the individuals and Entities who were theBeneficial Owners of the Voting Securities of the Company immediatelyprior to such Asset Sale own, directly or indirectly, 55 percent (55%)or more of the combined voting power of the Voting Securities of theEntity that acquires such Assets in such Asset Sale or its parentimmediately after such Asset Sale in substantially the same proportionsas their ownership of the Company’s Voting Securities immediately priorto such Asset Sale; or  (B)  the individuals who comprise the Boardimmediately prior to such Asset Sale constitute a majority of the boardof directors or other governing body of either the Entity that acquiredsuch Assets in such Asset Sale or its parent (or a majority plus onemember where such board or other governing body is comprised of an oddnumber of directors or members); or
 (v)  the stockholders of the Company approve a plan of completeliquidation or dissolution of the Company.
 (f)  “*Code*” shall mean the Internal Revenue Code of 1986, as amended.  (g)  “*Disability*” shall have the meaning set forth in the Plan.  (h)  “*Entity*” shall mean any corporation, partnership, association, joint-stockcompany, limited liability company, trust, unincorporated organization or otherbusiness entity.  (i)  “*Executive’s Employment Agreement*” shall mean a written employment agreemententered into between the Company or any of its Affiliates and the Executive that is ineffect as of the date of this Agreement as well as immediately prior to the terminationof the Executive’s employment with the Company and all of its Affiliates.  (j)  “*Forfeiture Restrictions*” shall mean any prohibitions and restrictions setforth herein with respect to the sale or other disposition of Shares issued to theExecutive hereunder and the obligation to forfeit and surrender such shares to theCompany.  (k)  “*General Vesting Date*” shall mean the earlier of (i) the ninth anniversary ofthe Grant Date or (ii) the date a Change of Control occurs.  (l)  “*Incumbent Director*” shall mean –
 (i)  a member of the Board on January 1, 200___; or  (ii)  an individual-
 (A)  who becomes a member of the Board after January1, 200___;
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 (B)  whose appointment or election by the Board ornomination for election by the Company’s stockholders is approved orrecommended by a vote of at least two-thirds (2/3) of the then serving*Incumbent Directors*; and  (C)  whose initial assumption of service on theBoard is not in connection with an actual or threatened electioncontest.
 (m)  “*Merger*” shall mean a merger, consolidation or similar transaction.  (n)  “*Performance Peer Group*” shall mean the companies listed on Exhibit Aattached hereto; *provided, however*, that if after the Grant Date a company listed onExhibit A merges or consolidates with another company, is acquired or disposesof a significant portion of its businesses as they exist on the Grant Date orexperiences any event or circumstance as determined by the Committee in its solediscretion, the Committee may adjust (by adding, subtracting or replacing) thecompanies listed on Exhibit A (by amending and replacing such ExhibitA) to address any such change or event or circumstance as the Committee determines,in its sole discretion.  (o)  “*Performance Period*” shall mean a period beginning on the Grant Date and endingon a TSR Performance Testing Date, so that each succeeding PerformancePeriod (after the first Performance Period) will be one year longer than theimmediately preceding Performance Period.  (p)  “*Person*” shall mean any individual, entity or group that is a “person” withinthe meaning of Section 3(a)(9), 13(d)(3) or 14(d)(2) of the Securities Exchange Act of1934, as amended.  (q)  “*Restricted Period*” shall mean the period designated by the Committee duringwhich Restricted Shares may not be sold, assigned, transferred, pledged, or otherwiseencumbered.  (r)  “*Restricted Shares*” shall mean Shares that are subject to the ForfeitureRestrictions under this Agreement.  (s)  “*Retained Distributions*” shall mean any securities or other property (otherthan regular cash dividends) distributed by the Company in respect of Restricted Sharesduring any Restricted Period.  (t)  “*Retirement*” shall mean retirement in good standing from the employ of theCompany and all of its Affiliates under the then-established rules of the Company.  (u)  “*Specified Owner*” means any of the following:
 (i)  the Company;
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 (ii)  an Affiliate;  (iii)  an employee benefit plan (or related trust) sponsored ormaintained by the Company or any Affiliate;  (iv)  a Person that becomes a Beneficial Owner of the Company’soutstanding Voting Securities representing 30 percent (30%) or more of thevoting power of the Company’s then outstanding Voting Securities as a result ofthe acquisition of securities directly from the Company and/or its Affiliates;or  (v)  a Person that becomes a Beneficial Owner of the Company’soutstanding Voting Securities representing 30 percent (30%) or more of thecombined voting power of the then outstanding Voting Securities of the Companyas a result of a Merger if the individuals and Entities who were the BeneficialOwners of the Voting Securities of the Company outstanding immediately prior tosuch Merger own, directly or indirectly, at least 55 percent (55%) of thecombined voting power of the Voting Securities of any of the Company, thesurviving entity or the parent of the surviving entity outstanding immediatelyafter such Merger in substantially the same proportions as their ownership ofthe Voting Securities of the Company outstanding immediately prior to suchMerger.
 (v)  “*Total Shareholder Return*” shall mean the total shareholder return for thecommon stock of the Company or applicable stock of the member of the Performance PeerGroup, taking into account cash and stock dividends, stock splits and other dividendsand distributions and recapitalizations during the applicable period, as calculated andusing methodologies determined by the Committee in its sole discretion, for the periodbeginning on the date hereof and ending on the applicable TSR Performance Testing Date.  (w)  “*TSR Performance Testing Date*” shall mean each anniversary date of the GrantDate beginning with the third anniversary of the Grant Date through the eighthanniversary of the Grant Date.  (x)  “*Voting Securities*” shall mean the outstanding securities entitled to votegenerally in the election of directors or other governing body.
   Capitalized terms not otherwise defined in this Agreement shall have the meanings given tosuch terms in the Plan. 3.  ***Transfer Restrictions*****.**The Shares granted hereby may not be sold, assigned, pledged,exchanged, hypothecated or otherwise transferred, encumbered or disposed of (other than bywill or the applicable laws of descent and distribution) to the extent then subject to theForfeiture Restrictions. Any such attempted sale, assignment, pledge, exchange,hypothecation, transfer, encumbrance or disposition in violation of this Agreement shall bevoid and the Company shall not be bound thereby. Further, the Shares granted hereby that areno longer subject to Forfeiture Restrictions may not be sold or otherwise disposed
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of in anymanner that would constitute a violation of any applicable federal or state securities laws.The Executive also agrees (a) that the Company may refuse to cause the transfer of the Sharesto be registered on the applicable stock transfer records if such proposed transfer would inthe opinion of counsel satisfactory to the Company constitute a violation of any applicablesecurities law and (b) that the Company may give related instructions to the transfer agent,if any, to stop registration of the transfer of the Shares.
4.  ***Vesting*****.**The Shares that are granted hereby shall be subject to Forfeiture Restrictions.The Forfeiture Restrictions shall lapse as to the Shares that are granted hereby in accordancewith the provisions of subsections (a) through (e) of this Section 4.
 (a)  *Generally*. The Forfeiture Restrictions shall lapse as to the Shares that aregranted hereby on the General Vesting Date, provided that the Executive’s employmentwith the Company and all of its Affiliates has not terminated prior to such date. Ifthe Executive’s employment relationship with the Company and all of its Affiliatesterminates before the General Vesting Date, except as otherwise specified insubsections (b), (c), (d) or (e) below, the Forfeiture Restrictions then applicable tothe Restricted Shares shall not lapse and all the Restricted Shares shall be forfeitedto the Company upon such termination of the Executive’s employment relationship.  (b)  *Death or Disability*. Notwithstanding any provisions of Section 4(a) to thecontrary, in the event the Executive’s employment relationship with the Company and allof its Affiliates is terminated due to the death or Disability of the Executive priorto the General Vesting Date, the Forfeiture Restrictions shall lapse as to the Sharesthat are granted hereby on the date of such termination of the Executive’s employmentrelationship due to death or Disability.  (c)  *Retirement*. Notwithstanding any provisions of Section 4(a) to the contrary, inthe event the Executive’s employment relationship with the Company and all of itsAffiliates is terminated due to the Retirement of the Executive prior to the GeneralVesting Date, the Forfeiture Restrictions shall lapse as to that number of Shares thatremain subject to Forfeiture Restrictions on the date of such termination of theExecutive’s employment relationship due to Retirement equal to:
(1) multiplied by (2) divided by (3)
    where (1) is the number of Shares awarded under this Agreement *minus* theaggregate number of Restricted Shares, if any, with respect to which ForfeitureRestrictions previously lapsed as a result of the application of Section 4(e), (2)is the number of days during the period commencing on the Grant Date and ending onthe date the Executive’s employment relationship with the Company and all of itsAffiliates is terminated due to the Retirement of the Executive, and (3) is thenumber of days during the period commencing on the Grant Date and ending on theninth anniversary of the Grant Date. The Forfeiture Restrictions then applicable toall the remaining Restricted Shares after the application of the
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    previous provisionsof this Section 4(c) shall not lapse and such Restricted Shares shall be immediatelyforfeited to the Company.  (d)  *Termination without Cause or for Good Reason*. Notwithstanding any provisionsof Section 4(a) to the contrary, if the Executive’s Employment Agreement provides thatvesting restrictions such as the Forfeiture Restrictions shall lapse in the event theExecutive’s employment relationship with the Company and all of its Affiliates isterminated “without cause” by the Company and all of its Affiliates or “for goodreason” by the Executive as those terms are defined in the Executive’s EmploymentAgreement, then in the event the Executive’s employment relationship with the Companyand all of its Affiliates is terminated prior to the General Vesting Date without causeby the Company and all of its Affiliates or for good reason by the Executive theForfeiture Restrictions shall lapse as to the Shares that are granted hereby on thedate the Executive’s employment relationship with the Company and all of its Affiliatesis so terminated.  (e)  *Early Vesting for Meeting Performance Goals*. As soon as reasonably practicableafter each TSR Performance Testing Date, the Committee will calculate the TotalShareholder Returns of the Performance Peer Group for the Performance Periodending on such TSR Performance Testing Date. If the following conditions exist withrespect to such Performance Period:
 (i)  the Executive’s employment with the Company and all of itsAffiliates has not terminated on or before the TSR Performance Testing Date forsuch Performance Period;  (ii)  a Change of Control does not occur on or before the TSRPerformance Testing Date for such Performance Period; and  (iii)  the Company’s Total Shareholder Return for such PerformancePeriod is ranked at or above the 50th percentile as compared to theTotal Shareholder Returns for such Performance Period of all members of thePerformance Peer Group;
    then the Forfeiture Restrictions on that number of Shares equal to:
[(1) multiplied by (2)] minus (3)
    shall lapse effective as of the TSR Performance Testing Date for such PerformancePeriod, notwithstanding any provisions of Section 4(a) to the contrary, where (1) isthe number of Shares awarded under this Agreement, (2) is the applicable“*Performance Vesting Percentage*” factor specified in the table below, and (3) isthat number of Restricted Shares, if any, with respect to which ForfeitureRestrictions previously lapsed as a result of the application of this Section 4(e);*provided, however*, that if the result of the formula set forth above is a negativenumber such result shall be disregarded and the result shall deemed to
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    be zero forpurposes of applying this Section 4(e) with respect to such Performance Period.        **Percentile Rank of the Company’s Total Shareholder Return**     **for the Performance Period as Compared to the Total**  **Performance**  **Shareholder Returns of the Other Members of the**  **Vesting**  **Performance Peer Group for the Performance Period**  **Percentage**  50th  33.33%  51st  36.00%  52nd  38.67%  53rd  41.33%  54th  44.00%  55th  46.67%  56th  49.33%  57th  52.00%  58th  54.67%  59th  57.33%  60th  60.00%  61st  62.67%  62nd  65.33%  63rd  68.00%  64th  70.67%  65th  73.33%  66th  76.00%  67th  78.67%  68th  81.33%  69th  84.00%  70th  86.67%  71st  89.33%  72nd  92.00%  73rd  94.67%  74th  97.33%  75th and above  100.00%  
    The Committee shall have the discretion to calculate Total Shareholder Returns foreach company included in the Performance Peer Group, including the Company, and todetermine the formula to achieve such calculations.
5.  ***Effect of Lapse of Restrictions.***Upon the lapse of the Forfeiture Restrictions with respectto Shares granted hereby the Company shall cause to be delivered to the Executive a stockcertificate representing such Shares, and such Shares shall be transferable by the Executive(except to the extent that any proposed transfer would, in the opinion of counsel satisfactoryto the Company, constitute a violation of applicable securities law).
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6.  ***Capital Adjustments and Reorganizations*****.**The existence of the Restricted Shares shall notaffect in any way the right or power of the Company or any company the stock of which isawarded pursuant to this Agreement to make or authorize any adjustment, recapitalization,reorganization or other change in its capital structure or its business,engage in any merger or consolidation, issue any debt or equity securities, dissolve orliquidate, or sell, lease, exchange or otherwise dispose of all or any part of its assets orbusiness, or engage in any other corporate act or proceeding. 7.  ***Tax Withholding*****.**The Company and employee shall be entitled to satisfy its federal and othertax withholding obligations by transferring or surrendering vested shares under thisagreement. The number of shares surrendered or transferred shall be calculated utilizing thesame per share value as utilized to calculate the related tax liability. 8.  ***Employment Relationship*****.**For purposes of this Agreement, the Executive shall be consideredto be in the employment of the Company as long as the Executive has an employment relationshipwith the Company. The Committee shall determine any questions as to whether and when therehas been a termination of such employment relationship, and the cause of such termination,under the Plan and the Committee’s determination shall be final and binding on all persons. 9.  ***Section ******83(b)******Election*****.**The Executive shall not exercise the election permitted undersection 83(b) of the Code with respect to the Restricted Shares. 10.  ***No Fractional Shares*****.**All provisions of this Agreement concern whole Shares. If theapplication of any provision hereunder would yield a fractional share, such fractional shareshall be rounded down to the next whole share if it is less than 0.5 and rounded up to thenext whole share if it is 0.5 or more. 11.  ***Not an Employment Agreement*****.**This Agreement is not an employment agreement, and no provisionof this Agreement shall be construed or interpreted to create an employment relationshipbetween the Executive and the Company or any of its Affiliates or guarantee the right toremain employed by the Company or any of its Affiliates for any specified term. 12.  ***Sale***. The Executive shall not sell or otherwise transfer any of the Shares except inaccordance with the Securities Act of 1933 and other applicable state and federal laws. 13.  ***Notices*****.**Any notice, instruction, authorization, request or demand required hereunder shallbe in writing, and shall be delivered either by personal delivery, by telegram, telex,telecopy or similar facsimile means, by certified or registered mail, return receiptrequested, or by courier or delivery service, addressed to the Company at the Company’sprincipal business office address and to the Executive at the Executive’s residential addressindicated beneath the Executive’s signature on the execution page of this Agreement, or atsuch other address and number as a party shall have previously designated by written noticegiven to the other party in the manner hereinabove set forth. Notices shall be deemed givenwhen received, if sent by facsimile means (confirmation of such receipt by confirmed facsimiletransmission being deemed receipt of
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   communications sent by facsimile means); and whendelivered (or upon the date of attempted delivery where delivery is refused), ifhand-delivered, sent by express courier or delivery service, or sent by certified orregistered mail, return receipt requested. 14.  ***Amendment and Waiver*****.**Except as otherwise provided herein or in the Plan or as necessary toimplement the provisions of the Plan, this Agreement may be amended, modified or supersededonly by written instrument executed by the Company and the Executive. Only a writteninstrument executed and delivered by the party waiving compliance hereof shall waive any ofthe terms or conditions of this Agreement. Any waiver granted by the Company shall beeffective only if executed and delivered by a duly authorized executive officer of the Companyother than the Executive. The failure of any party at any time or times to requireperformance of any provisions hereof shall in no manner effect the right to enforce the same.No waiver by any party of any term or condition, or the breach of any term or conditioncontained in this Agreement, in one or more instances, shall be construed as a continuingwaiver of any such condition or breach, a waiver of any other condition, or the breach of anyother term or condition. 15.  ***Governing Law and Severability*****.**This Agreement shall be governed by the laws of the State ofTexas without regard to its conflicts of law provisions. The invalidity of any provision ofthis Agreement shall not affect any other provision of this Agreement, which shall remain infull force and effect. 16.  ***Successors and Assigns*****.**Subject to the limitations which this Agreement imposes upon thetransferability of the Shares granted hereby, this Agreement shall bind, be enforceable by andinure to the benefit of the Company and its successors and assigns, and to the Executive, theExecutive’s permitted assigns and upon the Executive’s death, the Executive’s estate andbeneficiaries thereof (whether by will or the laws of descent and distribution), executors,administrators, agents, legal and personal representatives. 17.  ***Counterparts*****.**This Agreement may be executed in two or more counterparts, each of whichshall be an original for all purposes but all of which taken together shall constitute but oneand the same instrument.
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     **In Witness Whereof**, the Company has caused this Agreement to be duly executed by anofficer thereunto duly authorized, and the Executive has executed this Agreement, all as of thedate first above written.         **GRANT PRIDECO, INC.**          By:           Title:                  **EXECUTIVE:**                      Address:                
 

 

**EXHIBIT A**
**PERFORMANCE PEER GROUP**
 

 

**Irrevocable Stock Power**
     ***Know all men by these presents,******That The Undersigned, For Value Received***, hasbargained, sold, assigned and transferred and by these presents does bargain, sell, assign andtransfer unto Grant Prideco, Inc., a Delaware corporation (the “*Company*”), the Shares transferredpursuant to the **Restricted Stock Award Agreement**dated _________ betweenthe Company and the undersigned (the “*Award Agreement*”); ***and***subject to and in accordance with theAward Agreement the undersigned does hereby constitute and appoint the Secretary of the Company theundersigned’s true and lawful attorney, IRREVOCABLY, to sell assign, transfer, hypothecate, pledgeand make over all or any part of such Shares and for that purpose to make and execute all necessaryacts of assignment and transfer thereof, and to substitute one or more persons with like fullpower, hereby ratifying and confirming all that said attorney or his substitutes shall lawfully doby virtue hereof.
     ***In Witness Whereof***, the undersigned has executed this Irrevocable Stock Power on this ___day of ___, 20___.             Name: