Form of Indemnification Agreement


    Exhibit
      10.1

    


    INDEMNIFICATION
      AGREEMENT

     

    This
      Indemnification Agreement (this “Agreement”) is entered into as of __________________,
      2005,
      by and between Maverick Tube Corporation, a Delaware corporation (the
“Company”), and the undersigned, a director and/or officer of the Company
      (“Indemnitee”).

     

    RECITALS

     

    The
      Company and Indemnitee recognize the continued difficulty in obtaining liability
      insurance for directors and officers, the significant increases in the cost
      of
      such insurance and the general reductions in the coverage of such
      insurance.

     

    The
      Company and Indemnitee further recognize the substantial increase in corporate
      litigation in general, subjecting directors and officers to expensive litigation
      risks at the same time as the availability and coverage of liability insurance
      has been severely limited.

     

    The
      Company desires that Indemnitee resist and defend against what Indemnitee may
      consider to be unjustified investigations, claims, actions, suits and
      proceedings which have arisen or may arise in the future as a result of
      Indemnitee’s service to the Company.

     

    The
      Company desires to attract and retain the involvement of highly qualified
      persons, such as Indemnitee, to serve and be associated with the Company and
      accordingly, wishes to provide for the indemnification and advancement of
      expenses to the Indemnitee to the maximum extent permitted by law.

     

    AGREEMENT

     

    In
      consideration of the premises and the covenants contained herein, the Company
      and Indemnitee agree as follows:

     

    A. DEFINITIONS

     

    The
      following terms shall have the meanings defined below in this
      Agreement:

     

    1. “Board”
      means the Board of Directors of the Company.

     

    2. “Change
      in Control” with respect to the Company, means, and shall be deemed to have
      occurred on the date upon which (i) the Board (or, if approval of the Board
      is
      not required as a matter of law, the stockholders of the Company) shall approve
      (a) any consolidation or merger of the Company in which the Company is not
      the
      continuing or surviving corporation or pursuant to which shares of Common Stock
      would be converted into cash, securities or other property, other than a merger
      of the Company in which the holders of Common Stock immediately prior to the
      merger have the same proportionate ownership of common stock of the surviving
      corporation immediately after the merger, or (b) any sale, lease, exchange
      or
      other transfer (in one transaction or a series of related transactions) of
      all,
      or substantially all, of the assets of the Company, or (c) the adoption of
      any
      plan or proposal for the liquidation or dissolution of the Company, or (ii)
      any
      person (as such term is defined in Section 13(d)(3) and 14(d)(2) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”)), corporation
      or other entity shall purchase any Common Stock of the Company (or securities
      convertible into Common Stock) for cash, securities or any other consideration
      pursuant to a tender offer or exchange offer, without the prior consent of
      the
      Board, or any such person, corporation or other entity (other than the Company
      or any benefit plan sponsored by the Company or any subsidiary) shall become
      the
“beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange
      Act), directly or indirectly, of securities of the Company representing 35
      percent or more of the combined voting power of the then outstanding securities
      of the Company ordinarily (and apart from rights accruing under special
      circumstances) having the right to vote in the election of directors (calculated
      as provided in paragraph (d) of such Rule 13d-3 in the case of rights to acquire
      the Company’s securities), or (iii) during any period of two consecutive years,
      individuals who at the beginning of such period constitute the entire Board
      shall cease for any reason to constitute a majority thereof unless the election,
      or the nomination for election by the Company’s stockholders, of each new
      director was approved by a vote of at least two-thirds of the directors then
      still in office who were directors at the beginning of the period.

     

    3. “Disinterested
      Director” means a director of the Company who is not and was not a party to the
      Proceeding in respect of which indemnification is sought by
      Indemnitee.

     

    4. “Expenses”
      shall include damages, judgments, fines, penalties, including ERISA excise
      taxes
      and penalties, settlements and costs, attorneys’ fees and disbursements and
      costs of attachment or similar bond, investigations and any expenses actually
      paid or reasonably incurred by Indemnitee in connection with investigating,
      defending, being a witness in, participating in (including on appeal), or
      preparing for any of the foregoing in, any Proceeding relating to an
      Indemnifiable Event, and any federal, state, local or foreign taxes (increased
      by any taxes imposed by such payments) actually and reasonably incurred or
      suffered by Indemnitee as a result of the actual or deemed receipt of any
      payments under this Agreement.

     

    5. “Indemnifiable
      Event” means any event or occurrence that takes place either before or after the
      execution of this Agreement, related to the fact that Indemnitee is or was
      a
      director and/or officer of the Company, or is or was serving at the request
      of
      the Company as a director and/or officer of another corporation, partnership,
      joint venture or other entity, or was a director and/or officer of an entity
      that was a predecessor of the Company or another entity at the request of such
      predecessor entity, or related to anything done or not done by Indemnitee in
      any
      such capacity.

     

    6. “Participant”
      means a person who is a party to, a witness in or a participant (including
      on
      appeal) in a Proceeding.

     

    7. “Proceeding”
      means any threatened, pending or completed action, suit or proceeding, or any
      inquiry, hearing or investigation, whether civil, criminal, administrative,
      investigative or other, in which Indemnitee may be or may have been involved
      as
      a party or otherwise by reason of an Indemnifiable Event.

     

    8. “Reviewing
      Party” means:

     

    (a) Prior
      to
      any Change in Control, the person, persons or entity who shall determine whether
      Indemnitee is entitled to indemnification in the first instance shall be (i)
      the
      Board acting by a majority vote of Disinterested Directors, whether or not
      such
      majority constitutes a quorum of the Board; (ii) a committee of Disinterested
      Directors designated by a majority vote of such directors, whether or not such
      majority constitutes a quorum; or (iii) if there are no Disinterested Directors,
      or if the Disinterested Directors so direct, by Independent Counsel (as
      described in Section A.8(b) hereof) in a written determination to the Board,
      a
      copy of which shall be delivered to Indemnitee.

     

    (b) After
      a
      Change in Control, the Reviewing Party shall be the Independent Counsel referred
      to below. With respect to all matters arising from a Change in Control (other
      than a Change in Control approved by a majority of the directors on the Board
      who were directors immediately prior to such Change in Control) concerning
      the
      rights of Indemnitee to indemnity payments and Advancements of Expenses under
      this Agreement or any other agreement or under applicable law or the Company’s
      certificate of incorporation or by-laws now or hereafter in effect relating
      to
      indemnification for Indemnifiable Events, the Company shall seek legal advice
      only from Independent Counsel selected by the Company and approved by Indemnitee
      (which approval shall not be unreasonably withheld), and who has not otherwise
      performed services for the Company or the Indemnitee (other than in connection
      with indemnification matters) within the last five years. The Independent
      Counsel shall not include any person who, under the applicable standards of
      professional conduct then prevailing, would have a conflict of interest in
      representing either the Company or Indemnitee in an action to determine
      Indemnitee’s rights under this Agreement. Such counsel, among other things,
      shall render its written opinion to the Company and Indemnitee as to whether
      and
      to what extent the Indemnitee should be permitted to be indemnified under
      applicable law. The Company agrees to pay the reasonable fees of the Independent
      Counsel and to indemnify fully such counsel against any and all expenses
      (including attorneys’ fees), claims, liabilities, losses and damages arising out
      of or relating to this Agreement or the engagement of Independent Counsel
      pursuant hereto.

     

    B. AGREEMENT
      TO INDEMNIFY

     

    1. General
      Agreement.
      To the
      fullest extent permitted by applicable law, the Company shall indemnify
      Indemnitee if:

     

    (a) Indemnitee
      is or becomes a Participant in, or is threatened to be made a Participant in,
      a
      Proceeding (other than an action by or in the right of the Company) if
      Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
      to
      be in or not opposed to the best interests of the Company, and, with respect
      to
      any criminal action or proceeding, had no reasonable cause to believe
      Indemnitee’s conduct was unlawful. The termination of any action, suit or
      proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
      contendere or its equivalent, shall not, of itself, create a presumption that
      Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
      believed to be in or not opposed to the best interests of the Company, or,
      with
      respect to any criminal action or proceeding, that Indemnitee had reasonable
      cause to believe that Indemnitee’s conduct was unlawful; or

     

    (b) Indemnitee
      was or is a Participant or is threatened to be made a Participant to any
      Proceeding by or in the right of the Company to procure a judgment in its favor,
      against Expenses and amounts paid in settlement (if such settlement is approved
      in advance by the Company, which approval shall not be unreasonably withheld),
      to the extent actually and reasonably incurred by Indemnitee in connection
      with
      the defense or settlement of such action or suit if Indemnitee acted in good
      faith and in a manner Indemnitee reasonably believed to be in or not opposed
      to
      the best interests of the Company and its stockholders.

     

    2. Indemnification
      of Expenses of Successful Party.
      Notwithstanding any other provision of this Agreement, to the extent that
      Indemnitee has been successful on the merits in defense of any Proceeding or
      in
      defense of any claim, issue or matter in such Proceeding, Indemnitee shall
      be
      indemnified against all Expenses incurred in connection with such Proceeding
      or
      such claim, issue or matter, as the case may be.

     

    3. Partial
      Indemnification.
      If
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for a portion of Expenses, but not for the total amount of
      Expenses, the Company shall indemnify the Indemnitee for the portion of such
      Expenses to which Indemnitee is entitled.

     

    4. Exclusions.
      Notwithstanding anything in this Agreement to the contrary, Indemnitee shall
      not
      be entitled to indemnification under this Agreement:

     

    (a) to
      the
      extent that payment is actually made to Indemnitee under a valid, enforceable
      and collectible insurance policy;

     

    (b) in
      connection with any Proceeding initiated by Indemnitee against the Company
      or
      any director or officer of the Company, and not by way of defense, unless
      (i) the Company has joined in or the Board has consented to the initiation
      of such Proceeding; or (ii) the Proceeding is one to enforce indemnification
      rights under this Agreement, under any directors’ and/or officers’ liability
      insurance policy or policies maintained by the Company or any applicable
      law;

     

    (c) if
      it is
      determined by final judgment (i.e., not subject to any further rights of appeal)
      in a court of law or other final adjudication to have been based upon or
      attributable to the Indemnitee’s having gained any personal profit or advantage
      to which he or she was not legally entitled;

     

    (d) for
      expenses or the payment of profits arising from the purchase and sale by
      Indemnitee of securities in violation of Section 16(b) of the Securities
      Exchange Act of 1934, as amended, or similar provisions of any applicable U.S.
      state statutory law or common law;

     

    (e) brought
      about or contributed to by the dishonesty of the Indemnitee seeking payment
      hereunder; provided, however, that the Indemnitee shall be protected under
      this
      Agreement as to any claims upon which suit may be brought against him or her
      by
      reason of any alleged dishonesty on his or her part, unless a judgment or other
      final adjudication thereof adverse to the Indemnitee establishes that he or
      she
      committed (i) acts of active and deliberate dishonesty, (ii) with actual
      dishonest purpose and intent, and (iii) which acts were material to the cause
      of
      action so adjudicated; or

     

    (f) for
      any
      judgment, fine or penalty which the Company is prohibited by applicable law
      from
      paying as indemnity.

     

    5. No
      Employment Rights.
      Nothing
      in this Agreement is intended to create in Indemnitee any right to continued
      service as a director and/or officer with the Company.

     

    C. INDEMNIFICATION
      PROCESS

     

    1. Notice
      and Cooperation By Indemnitee.
      Indemnitee shall, as a condition precedent to his or her right to be indemnified
      under this Agreement, give the Company notice in writing as soon as practicable
      of any claim made against Indemnitee for which indemnification will or could
      be
      sought under this Agreement. Notice to the Company shall be given in accordance
      with Section F.7 below; but the omission to so notify the Company will not
      relieve it from any liability that it may have to Indemnitee, unless the delay
      in notification prejudiced the Company in the underlying proceeding. In
      addition, Indemnitee shall give the Company such information and cooperation
      regarding the subject of the indemnification as the Company may reasonably
      request.

     

    2. Advancement
      of Expenses.
      The
      Company shall, within ten (10) business days of a written request by Indemnitee,
      advance to Indemnitee all Expenses incurred by or on behalf of Indemnitee in
      connection with any Proceeding as reasonably evidenced by a statement or
      statements submitted with such written request, such reasonableness to be
      determined and approved by the Reviewing Party. To the extent that the Reviewing
      Party determines that Indemnitee would not be permitted to be so indemnified
      under applicable law, the Company shall be entitled to be reimbursed by
      Indemnitee for all such Expenses, and Indemnitee hereby agrees to reimburse
      the
      Company promptly for all such Expenses. 

     

    3. Indemnification
      Payment.
      Indemnitee shall receive payment for the Expenses incurred in connection with
      a
      Proceeding from the Company in accordance with this Agreement within ten (10)
      days after Indemnitee has made written demand on the Company for
      indemnification. At any time, the Company shall be entitled to decline such
      payment if the Reviewing Party has informed the Company that Indemnitee is
      not
      entitled to indemnification under this Agreement or applicable law.

     

    4. Assumption
      of Defense.
      In the
      event the Company is obligated under this Agreement to advance any Expenses
      for
      any Proceeding against Indemnitee, the Company shall be entitled to assume
      the
      defense of such Proceeding, with counsel approved by Indemnitee (such approval
      not to be unreasonably withheld), upon delivery to Indemnitee of written notice
      of its election to do so. After delivery of such notice, approval of such
      counsel by Indemnitee and the retention of such counsel by the Company, the
      Company will not be liable to Indemnitee under this Agreement for any fees
      of
      counsel subsequently incurred by Indemnitee with respect to the same Proceeding,
      unless (i) the employment of counsel by Indemnitee has been previously
      authorized by the Company, (ii) Indemnitee shall have reasonably concluded,
      based on written advice of counsel, that there may be a conflict of interest
      of
      such counsel retained by the Company between the Company and Indemnitee in
      the
      conduct of any such defense, or (iii) the Company ceases or terminates the
      employment of such counsel with respect to the defense of such Proceeding,
      in
      any of which events the fees and expenses of Indemnitee’s counsel shall be at
      the expense of the Company. At all times, Indemnitee shall have the right to
      employ counsel in any Proceeding at Indemnitee’s expense.

     

    5. Defense
      to Indemnification, Burden of Proof and Presumptions.
      It shall
      be a defense to any action brought by Indemnitee against the Company to enforce
      this Agreement that it is not permitted under this Agreement or applicable
      law
      for the Company to indemnify the Indemnitee with respect to the Proceeding
      or
      for the amount claimed. In connection with any such action or any determination
      by the Reviewing Party or otherwise as to whether Indemnitee is entitled to
      be
      indemnified under this Agreement, the burden of proving such a defense or
      determination shall be on the Company. Neither the failure of the Reviewing
      Party or the Company to have made a determination prior to the commencement
      of
      such action by Indemnitee that indemnification is proper under the circumstances
      because Indemnitee has met the standard of conduct set forth in applicable
      law,
      nor an actual determination by the Reviewing Party or the Company that
      Indemnitee had not met such applicable standard of conduct, shall be a defense
      to the action or create a presumption that Indemnitee has not met the applicable
      standard of conduct.

     

    6. No
      Settlement Without Consent.
      The
      Company shall not settle any Proceeding in any manner that would impose any
      penalty or limitation on Indemnitee without Indemnitee’s written consent.
      Neither the Company nor Indemnitee shall unreasonably withhold its consent
      to
      any proposed settlement.

     

    D. DIRECTOR
      AND OFFICER LIABILITY INSURANCE

     

    1. Good
      Faith Determination.
      The
      Company shall from time to time make the good faith determination whether or
      not
      it is practicable for the Company to obtain and maintain a policy or policies
      of
      insurance with reputable insurance companies providing the directors and
      officers of the Company with coverage for losses incurred in connection with
      their services to the Company or to ensure the Company’s performance of its
      indemnification obligations under this Agreement. Among other considerations,
      the Company will weigh the costs of obtaining such insurance coverage against
      the protection afforded by such coverage.

     

    2. Coverage
      of Indemnitee.
      To the
      extent the Company maintains an insurance policy or policies providing
      directors’ and/or officers’ liability insurance, Indemnitee shall be covered by
      such policy or policies, in accordance with its or their terms, to the maximum
      extent of the coverage available for any of the Company’s directors and/or
      officers.

     

    E. NON-EXCLUSIVITY;
      FEDERAL PREEMPTION

     

    1. Scope.
      Notwithstanding any other provision of this Agreement, the Company hereby agrees
      to indemnify the Indemnitee to the fullest extent permitted by law,
      notwithstanding that such indemnification is not specifically authorized by
      the
      other provisions of this Agreement, any other agreement between Indemnitee
      and
      the Company, the Company’s Certificate of Incorporation, the Company’s Bylaws or
      by statute. In the event of any change, after the date of this Agreement, in
      any
      applicable law, statute or rule that expands the right of a Delaware corporation
      to indemnify an officer or a member of its board of directors, such changes
      shall be deemed to be within the purview of Indemnitee’s rights and the
      Company’s obligations under this Agreement. In the event of any change after the
      date of this Agreement, in any applicable law, statute or rule that narrows
      the
      right of a Delaware corporation to indemnify an officer or a member of its
      board
      of directors, such changes, to the extent not otherwise required by such law,
      statute or rule to be applied to this Agreement, shall have no effect on this
      Agreement or the parties’ rights and obligations hereunder.

     

    2. Non-Exclusivity.
      The
      indemnification provided by this Agreement shall not be deemed exclusive of
      any
      rights to which Indemnitee may be entitled under any other agreement between
      Indemnitee and the Company, the Company’s Certificate of Incorporation, the
      Company’s Bylaws or applicable law. The indemnification provided under this
      Agreement shall continue to be available to Indemnitee for any action taken
      or
      not taken while serving in an indemnified capacity even though he may have
      ceased to serve in any such capacity at the time of any Proceeding.

     

    3. Federal
      Preemption.
      Notwithstanding the foregoing, both the Company and Indemnitee acknowledge
      that
      in certain instances, U.S. federal law or public policy may override applicable
      law and prohibit the Company from indemnifying its directors and/or officers
      under this Agreement or otherwise. Such instances include, but are not limited
      to, the U.S. Securities and Exchange Commission’s prohibition on indemnification
      for liabilities arising under certain U.S. federal securities laws. Indemnitee
      understands and acknowledges that the Company has undertaken or may be required
      in the future to undertake with the U.S. Securities and Exchange Commission
      to
      submit the question of indemnification to a court in certain circumstances
      for a
      determination of the Company’s right under public policy to indemnify
      Indemnitee.

     

    4. Limitation
      of Actions and Release of Claims.
      Following a Change in Control, no claim shall be brought and no cause of action
      shall be asserted by or on behalf of the Company against the Indemnitee, the
      Indemnitee’s spouse, heirs, estate, executors or administrators after the
      expiration of one year from the act or omission of the Indemnitee upon which
      such proceeding is based; provided, however, that in a case where the Indemnitee
      fraudulently conceals the facts underlying such cause of action, no proceeding
      shall be brought and no cause of action shall be asserted after the expiration
      of one year from the earlier of (i) the date the Company discovers such facts,
      or (ii) the date the Company could have discovered such facts by the exercise
      of
      reasonable diligence.

     

    F. MISCELLANEOUS

     

    1. Amendment
      of this Agreement.
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by the parties hereto. No waiver of any of the provisions
      of
      this Agreement shall operate as a waiver of any other provisions (whether or
      not
      similar), nor shall such waiver constitute a continuing waiver. Except as
      specifically provided in this Agreement, no failure to exercise or any delay
      in
      exercising any right or remedy shall constitute a waiver.

     

    2. Subrogation.
      In the
      event of payment under this Agreement, the Company shall be subrogated to the
      extent of such payment to all of the rights of recovery of Indemnitee, who
      shall
      execute all papers required and shall do everything that may be necessary to
      secure such rights, including the execution of such documents necessary to
      enable the Company to bring suit to enforce such rights.

     

    3. Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the parties hereto and the Company’s successors (including any direct or
      indirect successor by purchase, merger, consolidation, or otherwise to all
      or
      substantially all of the business and/or assets of the Company) and assigns,
      as
      well as Indemnitee’s spouses, heirs, and personal and legal
      representatives.

     

    4. Severability
      and Construction.
      Nothing
      in this Agreement is intended to require or shall be construed as requiring
      the
      Company to do or fail to do any act in violation of applicable law. The
      Company’s inability, pursuant to a court order, to perform its obligations under
      this Agreement shall not constitute a breach of this Agreement. In addition,
      if
      any portion of this Agreement shall be held by a court of competent jurisdiction
      to be invalid, void or otherwise unenforceable, the remaining provisions shall
      remain enforceable to the fullest extent permitted by applicable law. The
      parties hereto acknowledge that they each have opportunities to have their
      respective counsels review this Agreement. Accordingly, this Agreement shall
      be
      deemed to be the product of both of the parties hereto, and no ambiguity shall
      be construed in favor of or against either of the parties hereto.

     

    5. Counterparts.
      This
      Agreement may be executed in two counterparts, both of which taken together
      shall constitute one instrument.

     

    6. Governing
      Law.
      This
      agreement and all acts and transactions pursuant hereto and the rights and
      obligations of the parties hereto shall be governed, construed and interpreted
      in accordance with the laws of the State of Delaware, without giving effect
      to
      conflicts of law provisions thereof.

     

    7. Notices.
      All
      notices, demands and other communications required or permitted under this
      Agreement shall be made in writing and shall be deemed to have been duly given
      if delivered by hand, against receipt, or mailed, postage prepaid, certified
      or
      registered mail, return receipt requested, and addressed to the Company
      at:

     

    
      	 	
              Maverick
                Tube Corporation

              16401
                Swingley Road, Suite 700

              Chesterfield,
                MO 63017

              Attention:
                ___________________

            
	 	 
	 	
              and
                to Indemnitee at the address set forth on the signature page attached
                hereto.

            


    

    


    (Signature
      page follows)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first
      written above.

     

    
      	
              MAVERICK
                TUBE CORPORATION

            	 
	 	 
	 	 
	
              Name:
                

            	 	 
	 	 
	
              Title:

            	 	 


    

    


    


    
      	
              INDEMNITEE

            	 
	 	 
	 	 
	
              Name:
                

            	 	 
	 	 
	
              Address: