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Exhibit 4.23 GRANT PRIDECO, INC.
STOCK OPTION AGREEMENT
Vesting Upon Termination Under the terms and conditions of the (the Plan), a copy of which is attached
hereto and incorporated in this Agreement by reference, Grant Prideco, Inc. (the Company) hereby
grants to (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 herein
(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 the
terms of this Agreement. The Company and Optionee further agree that this Agreement sets forth the
complete terms of the Option as in effect on the date hereof. (b) Subject to the terms and conditions of this Agreement, the Option provides the Optionee
with the option to purchase shares of Common Stock at a price of $ per share (the
Option Price). (c) The Option is considered to be a non-statutory option and is not intended to be an
incentive stock option within the meaning of Section 422(b) of the Internal Revenue Code of 1986,
as amended (the Code). (d) Subject to earlier vesting in the event of a Change in Control as provided in Section
1(e) hereof, termination of employment by the Company for any reason other than Cause as provided
in Section 1(e) hereof, termination of employment by the Optionee for Good Reason as provided in
Section 1(e) hereof, or in the event of termination of employment due to death, disability or
retirement within 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.
No Option however, shall be exercisable after one day less than 10 years from the date the option
becomes first exercisable. (e)Notwithstanding the provisions of Section 1(d) hereof, the Option shall be exercisable with
respect to all of the shares subject to the Option upon (i) the occurrence of a Change in Control
(as defined herein) within three years from the date hereof, (ii) termination of employment by the
Company for any reason other than Cause (as defined herein) within three years from the date hereof
or (iii) termination of employment by Optionee for Good Reason (as defined herein) within three
years from the date hereof. (1) For purposes of this Agreement, a Change in Control shall mean the occurrence of
one or more of the following events: (i) any person, including a group, as those terms
are used in Section 13(d)(3) of the Securities Exchange Act of 1934, other than an affiliate
of the Company as of the Date of Grant, becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 30% or more of the combined voting
power of the Companys then outstanding voting securities; (ii) the




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Company is merged or consolidated with or into another corporation and immediately
after giving effect to the merger or consolidation either (A) less than 65% of the
outstanding voting securities of the surviving or resulting entity are then beneficially
owned in the aggregate by (x) the stockholders of the Company immediately prior to such
merger or consolidation or (y) if a record date has been set to determine the stockholders
of the Company entitled to vote on such merger or consolidation, the stockholders of the
Company as of such record date, or (B) the Board of Directors, or similar governing body, of
the surviving or resulting entity 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 of the Company (or any successor entity
referred to in clause (ii) above): (A) persons who are directors of the Company on the Date
of Grant and (B) persons who, prior to their election as a director of the Company (or
successor entity if applicable), were nominated, recommended or endorsed by a formal
resolution of the Board of Directors of the Company; (iv) persons who are directors of the
Company as of the beginning of any calendar year cease to constitute a majority of the
members of the Board of Directors at any time during that calendar year; or (v) the Company
transfers all or substantially all of its assets as contemplated by Delaware corporate law
on a consolidated basis to another corporation or entity which is a less than a 50% owned
subsidiary of the Company. (2) For purposes of this Agreement, Cause shall mean: (i) the willful and continued failure of the Optionee to perform substantially the
Optionees duties with the Company or one of its affiliates (other than any such failure
resulting from incapacity due to physical or mental illness), after a written demand for
substantial performance is delivered to the Optionee by the Board that specifically
identifies the manner in which the Board believes that the Optionee has not substantially
performed the Optionees duties, or (ii) the willful engaging by the Optionee in illegal conduct or gross misconduct that
is materially and demonstrably injurious to the Company. For purposes of this definition of Cause, no act, or failure to act, on the part of the
Optionee shall be considered willful unless it is done, or omitted to be done, by the
Optionee in bad faith or without reasonable belief that the Optionees action or omission
was in the best interests of the Company. Any act, or failure to act, based upon authority
given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel
for the Company shall be conclusively presumed to be done, or omitted to be done, by the
Optionee in good faith and in the best interests of the Company. The cessation of
employment of the Optionee shall not be deemed to be for Cause unless and until there shall
have been delivered to the Optionee a copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of the entire membership of the Board at a meeting of
the Board called and held for such purpose (after reasonable notice is provided to the
Optionee and the Optionee is given an opportunity, together with counsel, to be heard before
the Board), finding that, in the good faith opinion of the 2




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Board, the Optionee is guilty of the conduct described in subparagraph (i) or (ii) above,
and specifying the particulars thereof in detail. (3) For purposes of this Agreement, Good Reason shall mean: A. the assignment to the Optionee of any duties inconsistent in any respect with the
Optionees position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities as President and Chief Executive Officer of this
Agreement, or any other action by the Company that results in a diminution in such position,
authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial
and inadvertent action not taken in bad faith and that is remedied by the Company promptly
after receipt of notice thereof given by the Optionee; B. the assignment to the Optionee of any duties inconsistent in any respect with the
Optionees position as President and Chief Executive Officer of the Company, or any other
action by the Company that results in a diminution in such position, authority, duties or
responsibilities, if there were to occur a merger, consolidation or other business
combination involving the Company where the Company ceases to be publicly traded and
following the transaction the Optionee does not have the status, office, title and reporting
requirements at the ultimate parent company that are substantially similar to that which the
Optionee has with the Company; C. any failure by the Company to comply with any of the provisions provisions of any
Employment Agreement between the Company and Optionee, other than an isolated, insubstantial
and inadvertent failure not occurring in bad faith and that is remedied by the Company
promptly after receipt of notice thereof given by the Optionee; or D. the Companys requiring the Optionee to be based at any office or location more than
20 miles from downtown Houston, Texas or the Companys requiring the Optionee to travel on
Company business to a substantially greater extent than required immediately prior to the
date hereof; E. For purposes of this Agreement, any good faith determination of Good Reason made
by the Optionee shall be conclusive. 2. Changes in The Companys Capital Structure. (a) The existence of the Option shall not
affect in any way the right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the Companys capital
structure 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 the Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any sale or 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. 3




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(b) The number of shares of Common Stock subject to the Option, the Option Price and the
securities issuable and other property payable upon exercise of the Option shall be subject to
adjustment as provided herein. 3. Exercise of Options. The Option may be exercised from time to time as to the total number
of shares that may then be issuable upon the exercise thereof or any portion thereof in the manner
and subject to the limitations provided in Section 1 hereof. 4. Assignment. The Option may not be transferred or assigned in any manner by the Optionee
except by will or the laws of descent and distribution or pursuant to a qualified domestic order,
and shall be exercisable during the Optionees lifetime only by the Optionee or an assignee
pursuant to a qualified domestic order. 5. Requirement of Law. If required at any time by the Committee, the Option may not be
exercised 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 amended),
upon exercise of the Option, the Company shall not be required to issue the underlying shares
unless the Committee has received evidence satisfactory to it to the effect that the Optionee will
not transfer such shares except pursuant to a registration statement in effect under such Act or
unless an opinion of counsel satisfactory to the Committee has been received by the Company to the
effect that such registration is not required. Any determination in this connection by the
Committee shall be final, binding and conclusive. In the event the shares issuable on exercise of
the Option are not registered under the Securities Act of 1933, the Company may imprint on the
certificate for such shares the following legend or any other legend which counsel for the Company
considers necessary or advisable to comply with Securities Act of 1933: The shares of stock represented by this certificate have not been registered under
the Securities Act of 1933 or under the securities laws of any state and may not be
sold or transferred except upon such registration or upon receipt by the Corporation
of an opinion of counsel satisfactory to the Corporation, in form and substance
satisfactory to the Corporation, that registration is not required for such sale or
transfer. The Company may, but shall in no event be obligated to, register any securities covered hereby
pursuant to the Securities Act of 1933. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of the Option or the issuance of shares of Common
Stock 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, shall
terminate as follows: (a) Severance of Employment. Except for severing employment for Good Reason as set forth in
Section 1(e), I f the Optionee severs employment from the Company and all 4




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Affiliates prior to three
years from the date such Options were granted, for any reason, with or
without cause, other than for death, retirement under the then established rules of the Company, or
severance for disability, all such Options shall terminate and be immediately forfeited, and not be
exercisable. 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 the
Company, or severance for disability on or after three years from the date such Options were
granted, the Options shall continue in effect until one day less than 10 years after the date the
Option 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 the
Optionees death. If the Optionee dies on or after three years from the date such Options were
granted, the Option shall continue in effect until one day less than 10 years after the date the
Option 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 of
descent and distribution shall have the right, at any time prior to the Options expiration to
exercise it. (c) Retirement. If the Optionee shall be retired in good standing from the employ of the
Company under the then established rules of the Company, prior to three years from the date such
Options were granted, the Optionee shall vest in the number of Options determined by multiplying
the number of Options granted to the Optionee by a fraction, the numerator of which is the
Optionees total whole years of service since the Options were granted and the denominator of which
is three. With respect to these vested Options, the Options shall be exercisable until one day
less than 10 years following the date of the Optionees retirement. If the Optionee shall be
retired in good standing from the employ of the Company under the then established rules of the
Company on or after three years from the date such Options were granted, such Options shall
continue 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 for
disability prior to three years from the date such Options were granted, the Options shall be
immediately be exercisable and continue in effect until one day less than 10 years following the
date he severed from the employ of the Company for disability. If the Optionee shall be severed
from the employ of the Company for disability on or after three years from the date such Options
were granted, the Options shall continue in effect until one day less than ten years after the date
the Option became first exercisable. 7. Amendment. This Agreement may not be changed, amended or modified except by an agreement
in 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 with
respect to any shares of Common Stock issuable upon the exercise of the Option until the date of
issuance of the stock certificate or certificates representing such shares following the Optionees
exercise of the Option pursuant to its terms and conditions and payment 5




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for such shares. No
adjustment shall be made for dividends or other distributions made with respect to the Common Stock
the record date for the payment of which is prior to the date of issuance of the
stock certificate or certificates representing such shares following the Optionees exercise of the
Option. 9. Governing Law. The validity, construction and performance of this Agreement shall be
governed by the laws of the State of Delaware. Any invalidity of any provision of this Agreement
shall not affect the validity of any other provision. 10. Notices. All notices, demands, requests or other communications hereunder shall be in
writing and shall be deemed to have been duly made or given if mailed by registered or certified
mail, return receipt requested. Any such notice mailed to the Company shall be addressed to its
principal executive office at 1450 Lake Robbins Drive, Suite 600, The Woodlands, Texas 77380, and
any notice mailed to the Optionee shall be addressed to the Optionees residence address as it
appears on the books and records of the Company or to such other address as either party may
hereafter designate in writing to the other. 11. Employment Obligation. The granting of the Option by the Company to the Optionee shall
not impose upon the Company any obligation to employ or continue to employ the Optionee; and the
right of the Company to terminate the employment of the Optionee with the Company shall not be
diminished or affected by reason of the grant of the Option to the Optionee pursuant to this
Agreement. 12. Binding Effect. This Agreement shall, except as otherwise provided to the contrary in
this Agreement, inure to the benefit of and bind the successors and assigns of the Company. 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 of the Optionee. 6




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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the day and year
first above mentioned. GRANT PRIDECO, INC.By:Name:Title:Optionee:
 7