EXHIBIT 10.1


LONE STAR
TECHNOLOGIES, INC. 

FORM OF OFFICER AND MANAGER

RESTRICTED STOCK AGREEMENT


RESTRICTED
STOCK

GRANTED PURSUANT TO THE

2004 LONG-TERM INCENTIVE PLAN


Section 1.               Date
of Grant.  This grant of restricted
stock is made on               ,
20         
(the “Date of Grant”) pursuant to and subject
to the terms hereof and all of the terms and conditions of the 2004 Long-Term
Incentive Plan (the “Plan”) of Lone
Star Technologies, Inc. (“LST”).


Section 2.               Grant.  LST hereby grants to               
(the “Participant”)               
shares (the “Shares”) of Common Stock, $1.00
par value per share, of LST (“Common Stock”)
subject to the restrictions and upon the terms and conditions hereinafter
stated.


Section 3.               Restrictions
on Transferability.  The Shares shall
not be sold, assigned, transferred, disposed of, pledged or otherwise
hypothecated by Participant other than to LST until they are vested in
accordance with the terms hereof.


Section 4.               General
and Accelerated Vesting.  Participant’s
ownership of the Shares not previously forfeited shall vest with respect to          
shares on each of the dates which are 24 months and 48 months, respectively,
after the Date of Grant.  Non-vested
Shares not previously forfeited shall immediately vest in Participant if
Participant’s employment terminates by reason of Participant’s death,
retirement after age 65 or retirement with the consent of LST (subject, in the
case of retirement, to such other conditions as LST may impose).  In addition, if there is a Change in Control
(within the meaning of Section 9(d) of the Plan) and, within two years after
the Change in Control, Participant’s employment is terminated by the Company
without Cause (within the meaning of Section 5(e)(ii) of the Plan) or is
terminated by Participant as a result of a reduction of his or her compensation
or any material change in location, authority, duties or other working
conditions of his or her employment, all of the Shares not then vested and not
previously forfeited shall immediately vest in Participant upon the date of
such termination.


Section 5.               Forfeiture. The Participant shall forfeit any
unvested Shares upon the termination of the Participant’s employment with LST
(other than a termination of employment that results in the vesting of
Participant’s Shares pursuant to the provisions hereof).


Section 6.               Stock
Certificates.  LST shall retain
physical possession of the certificate(s) evidencing the Shares until the
Shares become vested or the Shares are forfeited. Participant shall deliver to
LST stock powers, endorsed in blank, relating to the Shares as soon as
practical after the Date of Grant.


Section 7.               Voting
and Dividends.  All voting rights
with respect to the Shares shall be exercisable by Participant notwithstanding
the restrictions imposed on the Shares herein. 
Any cash dividends paid on the Shares shall be remitted to Participant,
subject to applicable withholding.  Stock
distributed in connection with a stock split or stock dividend with respect to 


 


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the Shares shall
be subject to the restrictions and risk of forfeiture to the same extent as the
Shares.


Section 8.               Tax Withholding. 
When the restrictions imposed on any of the Shares lapse, the
Participant shall pay to LST in cash, or in Shares, or make other arrangements
satisfactory to LST regarding the payment of, any federal, state or local taxes
required by law to be withheld with respect to the Shares, and LST and its
subsidiaries shall, to the extent permitted by law, have the right to deduct
from any payment otherwise due to Participant any federal, state or local tax
required by law to be withheld with respect to the Shares. Notwithstanding the
foregoing, if Participant elects, within 30 days of the Date of Grant, to include
in taxable income the fair market value of the Shares, Participant shall
promptly pay to LST in cash any federal, state or local taxes required to be
withheld with respect to the  Shares.


Section 9.               Rights
of Participant.  Nothing herein
contained shall confer on Participant any right with respect to the
continuation as a corporate officer or employment or interfere with the right
of LST to terminate such employment.


Section 10.             Provisions
of the Plan Control. This restricted stock grant is subject to all the
terms, conditions and provisions of the Plan, a copy which has been furnished
or made available to Participant, and to such rules, regulations and
interpretations as may be established or made by the Human Resources Committee
acting within the scope of its authority and responsibility under the Plan. The
applicable provisions of the Plan shall govern in any situation where this
instrument is silent or where the applicable provisions of this instrument are
contrary to or not reconcilable with such Plan provisions.


Section 11.             Miscellaneous.  LST shall have the right to offset against
its obligation to deliver any of the Shares any outstanding amounts owed by
Participant to LST at the time those Shares would otherwise be delivered. This
restricted stock grant shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to its principles of conflict
of laws. The terms of this award may not be amended, except as provided in the
Plan or by a written instrument executed by LST and Participant.


LONE STAR TECHNOLOGIES, INC.


 


 


 


	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
				



 


 


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