Exhibit
10.2


 


LONE STAR TECHNOLOGIES, INC. 

FORM OF STRATEGIC INCENTIVE PLAN PARTICIPANT

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.  Unless vesting is
accelerated in accordance with this Section or Section 5 hereof, Participant’s
ownership of the Shares not previously forfeited shall vest on the date which
is 72 months 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
compensation or any material change in location, authority, duties or other
working conditions of his 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.               Performance-Based Vesting.  Non-vested Shares not previously forfeited
will become vested in accordance with the performance matrix set forth in
Schedule A annexed hereto. Years 1 through 7 shall refer to seven successive
fiscal years of LST, and Year 1 shall refer to the fiscal year of LST which
includes the Date of Grant.  For the
purposes of Schedule A, the “Year 1 Objective”
is a goal (an “IBT Goal”) approved by the Human
Resources Committee of LST (the “Human Resources Committee”)
with respect to the income before taxes (“IBT”) of LST,
which IBT Goal relates to Year 1; the “Year 2 Objective”
is the IBT Goal for Year 2; the “Year 3 Objective”
is the IBT Goal for Year 3; the “Year 1 Objective Shortfall”
is the excess, if any, of the Year 1 Objective over LST’s IBT for Year 1; and
the “Year 2 Objective Shortfall” is the
excess, if any, of the Year 2 Objective over LST’s IBT for Year 2.  If any Shares become vested under Rows I or J
of Schedule A, then Rows C and G shall 


 


1

















 


become inapplicable.  If any Shares become vested under Rows K or L
of Schedule A, then Rows D and F shall become inapplicable.  If any Shares become vested under this
Section 5, then Section 4 shall cease to apply and future vesting, if any, will
be determined under this Section 5 (subject to acceleration under the second
and third sentences of Section 4 above). 
Determinations as to whether the Year 1 Objective, Year 2 Objective or
Year 3 Objective has been achieved, whether the Year 2 IBT equals or exceeds
the sum of the Year 2 Objective and the Year 1 Objective Shortfall or whether
the Year 3 IBT equals or exceeds the sum of the Year 3 Objective and the Year 2
Objective Shortfall, shall be made by the Human Resources Committee based on
audited financial statements for the appropriate year.  Any vesting of Shares for a particular year
shall become effective as of the date of the applicable determination by the Human
Resources Committee.  Any decision of the
Human Resources Committee as to any question with respect to the Shares granted
hereunder shall be final and conclusive on all persons.


Section 6.               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 7.               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 8.               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 the Shares
shall be subject to the restrictions and risk of forfeiture to the same extent
as the Shares.


Section 9.               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 10.             Rights of Participant.  Nothing herein contained shall confer on
Participant any right with respect to the continuation of employment or
interfere with the right of LST or LST’s shareholders, as applicable, to
terminate such employment.


Section 11.             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 


 


2

















 


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 12.             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:

  	
   

  
				



 


 


3

















 


SCHEDULE
A


	
   

  	
   

  	
  Achievement

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  	
  Year 4

  	
   

  	
  Year 5

  	
   

  	
  Year 6

  	
   

  	
  Year 7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A

  	
   

  	
  None of Year 1 Objective,
  Year 2 Objective or Year 3 Objective achieved.

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  Year 1 Objective achieved
  but neither Year 2 Objective nor Year 3 Objective achieved.

  	
   

  	
  33
  1/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  66
  2/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  Year 2 Objective achieved
  but neither Year 1 Objective nor Year 3 Objective achieved.

  	
   

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  66
  2/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  Year 3 Objective achieved
  but neither Year 1 Objective nor Year 2 Objective achieved.

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  66
  2/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  Both Year 1 Objective and
  Year 2 Objective achieved but Year 3 Objective not achieved.

  	
   

  	
  33
  1/3

  	
  %

  	
  33
  1/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Both Year 1 Objective and
  Year 3 Objective achieved but Year 2 Objective not achieved.

  	
   

  	
  33
  1/3

  	
  %

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G

  	
   

  	
  Both Year 2 Objective and
  Year 3 Objective achieved but Year 1 Objective not achieved.

  	
   

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  	
  33
  1/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  Each of Year 1, Year 2 and
  Year 3 Objectives achieved.

  	
   

  	
  33
  1/3

  	
  %

  	
  33
  1/3

  	
  %

  	
  33
  1/3

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Year 1 Objective not
  achieved but Year 2 IBT equals or exceeds sum of (i) Year 2 Objective
  and (ii) Year 1 Objective Shortfall. Year 3 Objective not achieved.

  	
   

  	
  0

  	
   

  	
  66
  2/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J

  	
   

  	
  Year 1 Objective not
  achieved but Year 2 IBT equals or exceeds sum of (i) Year 2 Objective
  and (ii) Year 1 Objective Shortfall. Year 3 Objective achieved.

  	
   

  	
  0

  	
   

  	
  66
  2/3

  	
  %

  	
  33
  1/3

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  



 


4

















 


	
   

  	
   

  	
  Achievement

  	
   

  	
  Year 2

  	
   

  	
  Year 3

  	
   

  	
  Year4

  	
   

  	
  Year 5

  	
   

  	
  Year 6

  	
   

  	
  Year 7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  K

  	
   

  	
  Year 1 Objective not
  achieved. Year 2 Objective not achieved but Year 3 IBT equals or exceeds sum
  of (i) Year 3 Objective and (ii) Year 2 Objective Shortfall.

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  66
  2/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  33
  1/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L

  	
   

  	
  Year 1 Objective achieved.
  Year 2 Objective not achieved but Year 3 IBT equals or exceeds sum of (i) Year
  3 Objective and (ii) Year 2 Objective Shortfall.

  	
   

  	
  33
  1/3

  	
  %

  	
  0

  	
   

  	
  66
  2/3

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  



 


 


 


5