EXHIBIT 10.7
 Grantee:
 Employee Number:
 Grant ID:
 Grant Date:
 Grant Expiration (10-years from Grant Date):
 Grant Price:       $
 Grant Type: Time-Based Restricted Stock Units
 Total Restricted Stock Units:
 Vesting Date
    
    Units<VestDate1>
    
    <Installment1><VestDate2>
    
    <Installment2><VestDate3>
    
    <Installment3><VestDate4>
    
    <Installment4>Total
    
    <Total Units>
 SMITH INTERNATIONAL, INC.
RESTRICTED STOCK UNIT AGREEMENT
 THIS
RESTRICTED STOCK UNIT AGREEMENT Agreement Company Grantee Plan
 WHEREAS Units
 WHEREAS
 NOW, THEREFORE
 1. Grant of Units. Share
 2. Transfer Restrictions Transfer
 62




---



##### 



3. Vesting and Payment of Units
 Vesting Generally Vesting Date" Section 4 Section 3(b)
 Settlement of Units Section 6 Section 4
 Dividends, Splits and Voting Rights . Committee Section 3(b)
 4. Forfeiture
 Termination Due to Death or Disability
 Section 4(a) Code
 Termination Other than Death or Disability
 5. Grantees Representations.
 63




---



##### 



6. Tax Withholding. Withholding
Liability
 7. Par Value Paid Consideration for Shares
 8. Miscellaneous.
 No Fractional Shares
 No Effect on Employment or Service Section 3
 Dispute Resolution Rules AAA
 Tax Consultation
 Nature of the Grant
    64




---



##### 



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 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.
 Language
 65




---



##### 



Delivery of Documents and Notices StockLink@smith.com
 Description of Electronic Delivery
 Consent to Electronic Delivery Section 8(h) StockLink@smith.com StockLink@smith.com
 Amendment, Termination and Waiver
 Governing Law and Severability
 Successors and Assigns
 Signature page follows
 66




---



##### 



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:
 67