Exhibit 4.24
**GRANT PRIDECO, INC.**
**STOCK OPTION AGREEMENT**
     Under the terms and conditions of the                     (the “Plan”), a copy of which is attachedhereto and incorporated in this Agreement by reference, Grant Prideco, Inc. (the “Company”) grantsto                     (the “Optionee”) the option to purchase                     shares of the Company’s Common Stock,$.01 par value, at the price of $                     per share, subject to adjustment as provided in the Plan (the“Option”) as follows:
     1. *Grant*. (a) The Company hereby grants to the Optionee the Option effective as of                     (the “Date of Grant”). The Company and the Optionee agree that the Option shall be subject to theterms of this Agreement and the Plan. The Company and Optionee further agree that this Agreement,together with the Plan, sets forth the complete terms of the Option as in effect on the datehereof. To the extent the terms of this Agreement and the Option vary with the terms of the Plan,the terms of this Agreement and the Option shall prevail and this Agreement shall be deemed anamendment to the Plan to the extent necessary to permit the grant of the Option.
     (b) Subject to the terms and conditions of this Agreement and the Plan, the Option providesthe Optionee with the option to purchase                     shares of Common Stock at a price of $                     pershare (the “Option Price”).
     (c) The Option is subject to the terms and provisions of the Plan, which are herebyincorporated herein by reference.
     (d) The Option is considered to be a non-statutory option and is not intended to be anincentive stock option within the meaning of Section 422(b) of the Internal Revenue Code of 1986,as amended (the “Code”).
     (e) Subject to earlier vesting in the event of a “Change in Control” as provided in Section1(f) hereof, or in the event of termination of employment due to death, disability or retirementwithin three years from the date of the grant of the Option as provided for in Section 6 hereof,the Option shall be exercisable following three years from the date of grant of the Option. NoOption however, shall be exercisable after one day less than 10 years from the date the optionbecomes first exercisable.
     (f) Notwithstanding the provisions of Section 1(e) hereof, the Option shall be exercisablewith respect to all of the shares subject to the Option upon the occurrence of a Change in Control(as defined herein). For purposes of this Agreement, a Change in Control shall mean the occurrenceof one or more of the following events: (i) any “person”, including a “group”, as those terms areused in Section 13(d)(3) of the Securities Exchange Act of 1934, other than an affiliate of theCompany as of the Date of Grant, becomes the beneficial owner,
 

 

directly or indirectly, ofsecurities of the Company representing 30% or more of the combined voting power of the Company’sthen outstanding voting securities; (ii) the Company is merged or consolidated with or into anothercorporation and immediately after giving effect to the merger or consolidation either (A) less than65% of the outstanding voting securities of the surviving or resulting entity are then beneficiallyowned in the aggregate by (x) the stockholders of the Company immediately prior to such merger orconsolidation or (y) if a record date has been set to determine the stockholders of the Companyentitled to vote on such merger or consolidation, the stockholders of the Company as of such recorddate, or (B) the Board of Directors, or similar governing body, of the surviving or resultingentity does not have as a majority of its members the persons specified in clause (iii)(A) and (B)below; (iii) if at any time the following do not constitute a majority of the Board of Directors ofthe Company (or any successor entity referred to in clause (ii) above): (A) persons who aredirectors of the Company on the Date of Grant and (B) persons who, prior to their election as adirector of the Company (or successor entity if applicable), were nominated, recommended orendorsed by a formal resolution of the Board of Directors of the Company; (iv) persons who aredirectors of the Company as of the beginning of any calendar year cease to constitute a majority ofthe members of the Board of Directors at any time during that calendar year; or (v) the Companytransfers all or substantially all of its assets as contemplated by Delaware corporate law on aconsolidated basis to another corporation or entity which is a less than a 50% owned subsidiary ofthe Company.
     2. *Changes in The Company’s Capital Structure*. (a) The existence of the Option shall notaffect in any way the right or power of the Company or its stockholders to make or authorize any orall adjustments, recapitalizations, reorganizations or other changes in the Company’s capitalstructure of its business, or any merger or consolidation of the Company, or any issue of bonds,debentures, preferred or prior preference stock ahead of or affecting theCommon Stock or the rights thereof, or the dissolution or liquidation of the Company, or any saleor transfer of all or any part of its assets or business, or any other corporate act or proceeding,whether of a similar character or otherwise.
     (b) The number of shares of Common Stock subject to the Option, the Option Price and thesecurities issuable and other property payable upon exercise of the Option shall be subject toadjustment as provided in the Plan.
     3. *Exercise of Options*. The Option may be exercised from time to time as to the total numberof shares that may then be issuable upon the exercise thereof or any portion thereof in the mannerand subject to the limitations provided for in the Plan and in Section 1 hereof.
     4. *Assignment*. The Option may not be transferred or assigned in any manner by the Optioneeexcept by will or the laws of descent and distribution or pursuant to a qualified domestic order,and shall be exercisable during the Employee’s lifetime only by the Employee or an assigneepursuant to a qualified domestic order.
     5. *Requirement of Law*. If required at any time by the Committee, the Option may not beexercised until the Optionee has delivered an investment letter to the Company. In addition,specifically in connection with the Securities Act of 1933 (as now in effect or hereafter
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amended),upon exercise of the Option, the Company shall not be required to issue the underlying sharesunless the Committee has received evidence satisfactory to it to the effect that the Optionee willnot transfer such shares except pursuant to a registration statement in effect under such Act orunless an opinion of counsel satisfactory to the Committee has been received by the Company to theeffect that such registration is not required. Any determination in this connection by theCommittee shall be final, binding and conclusive. In the event the shares issuable on exercise ofthe Option are not registered under the Securities Act of 1933, the Company may imprint on thecertificate for such shares the following legend or any other legend which counsel for the Companyconsiders necessary or advisable to comply with Securities Act of 1933:
The shares of stock represented by this certificate have not been registered underthe Securities Act of 1933 or under the securities laws of any state and may not besold or transferred except upon such registration or upon receipt by the Corporationof an opinion of counsel satisfactory to the Corporation, in form and substancesatisfactory to the Corporation, that registration is not required for such sale ortransfer.
     The Company may, but shall in no event be obligated to, register any securities covered herebypursuant to the Securities Act of 1933. The Company shall not be obligated to take any otheraffirmative action in order to cause the exercise of the Option or the issuance of shares of CommonStock pursuant thereto to comply with any law or regulation of any governmental authority.
     6. *Termination*. The Option, to the extent it shall not previously have been exercised, shallterminate as follows:
     (a) **Severance of Employment.**If the Optionee severs employment from the Company and allAffiliates prior to three years from the date such Options were granted, for any reason, with orwithout cause, other than for death, retirement under the then established rules of the Company, orseverance for disability, all such Options shall terminate and be immediately forfeited, and not beexercisable. If the Optionee severs employment from the Company and all Affiliates for any reason,with or without cause, other than for death, retirement under the then established rules of theCompany, or severance for disability on or after three years from the date such Options weregranted, the Options shall continue in effect until one day less than 10 years after the date theOption became first exercisable.
     (b) **Death**. If the Optionee dies prior to three years from the date such Options were granted,the Options shall continue in effect until one day less than 10 years following the date of theOptionee’s death. If the Optionee dies on or after three years from the date such Options weregranted, the Option shall continue in effect until one day less than 10 years after the date theOption became first exercisable. After the death of the Optionee, the Optionee’s executors,administrators or any persons to whom his Option may be transferred by will or by the laws ofdescent and distribution shall have the right, at any time prior to the Option’s expiration toexercise it.
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     (c) **Retirement**. If the Optionee shall be retired in good standing from the employ of theCompany under the then established rules of the Company, prior to three years from the date suchOptions were granted, the Optionee shall vest in the number of Options determined by multiplyingthe number of Options granted to the Optionee by a fraction, the numerator of which is theOptionee’s total whole years of service since the Options were granted and the denominator of whichis three. With respect to these vested Options, the Options shall be exercisable until one dayless than 10 years following the date of the Optionee’s retirement. If the Optionee shall beretired in good standing from the employ of the Company under the then established rules of theCompany on or after three years from the date such Options were granted, such Options shallcontinue until one day less than 10 years after the date the Option became first exercisable.
     (d) **Disability**. If the Optionee shall be severed from the employ of the Company fordisability prior to three years from the date such Options were granted, the Options shall beimmediately be exercisable and continue in effect until one day less than 10 years following thedate he severed from the employ of the Company for disability. If the Optionee shall be severedfrom the employ of the Company for disability on or after three years from the date such Optionswere granted, the Options shall continue in effect until one day less than ten years after the datethe Option became first exercisable.
     7. *Amendment*. This Agreement may not be changed, amended or modified except by an agreementin writing signed on behalf of each of the parties hereto.
     8. *No Rights as a Stockholder*. The Optionee shall not have any rights as a stockholder withrespect to any shares of Common Stock issuable upon the exercise of the Option until the date ofissuance of the stock certificate or certificates representing such shares followingthe Optionee’s exercise of the Option pursuant to its terms and conditions and payment for suchshares. Except as otherwise provided in the Plan, no adjustment shall be made for dividends orother distributions made with respect to the Common Stock the record date for the payment of whichis prior to the date of issuance of the stock certificate or certificates representing such sharesfollowing the Employee’s exercise of the Option.
     9. *Governing Law*. The validity, construction and performance of this Agreement shall begoverned by the laws of the State of Delaware. Any invalidity of any provision of this Agreementshall not affect the validity of any other provision.
     10. *Notices*. All notices, demands, requests or other communications hereunder shall be inwriting and shall be deemed to have been duly made or given if mailed by registered or certifiedmail, return receipt requested. Any such notice mailed to the Company shall be addressed to itsprincipal executive office at 1450 Lake Robbins Drive, Suite 600, The Woodlands, Texas 77380, andany notice mailed to the Optionee shall be addressed to the Employee’s residence address as itappears on the books and records of the Company or to such other address as either party mayhereafter designate in writing to the other.
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     11. *Employment Obligation*. The granting of the Option by the Company to the Optionee shallnot impose upon the Company any obligation to employ or continue to employ the Optionee; and theright of the Company to terminate the employment of the Optionee with the Company shall not bediminished or affected by reason of the grant of the Option to the Optionee pursuant to thisAgreement.
     12. *Binding Effect*. This Agreement shall, except as otherwise provided to the contrary inthis Agreement or in the Plan, inure to the benefit of and bind the successors and assigns of theCompany. This Agreement shall, except as otherwise provided to the contrary in this Agreement,inure to the benefit of and bind the heirs, executors, administrators and legal representatives ofthe Optionee.
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     **IN WITNESS WHEREOF**, this Agreement has been duly executed and delivered as of the day and yearfirst above mentioned.       **GRANT PRIDECO, INC.**      By:            Optionee:      
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