**Exhibit 99.1****CHANGE OF CONTROL AGREEMENT**     This Change of Control Agreement (this “Agreement”) is entered into and deemed effective asof April 16, 2007, by and between Grant Prideco, Inc., a Delaware corporation (the “Company”), andQuintin V. Kneen (the “Employee”).WITNESSETH:     Whereas, the Employee has accepted an offer of employment with the Company as VicePresident- Finance; and     Whereas, the terms of employment with the Company included an agreement with theEmployee that in the event there were to be a Change of Control (as defined below) of the Company,the Employee would be entitled to certain enhanced severance benefits if the employment of theEmployee is terminated by the Company without Cause (as defined below) or by the Employee for GoodReason (as defined below).     Now, therefore, it is hereby agreed as follows:     1. Certain Definitions.          (a) “Effective Date” shall mean the first date during the Change of Control Period (as definedin Section 1(b)) on which a Change of Control (as defined in Section 1(c)) occurs. Anything inthis Agreement to the contrary notwithstanding, if a Change of Control occurs and if the Employee’semployment with the Company is terminated prior to the date on which the Change of Control occurs,and if it is reasonably demonstrated by the Employee that such termination of employment (i) was atthe request of a third party who has taken steps reasonably calculated to effect a Change ofControl or (ii) otherwise arose in connection with or anticipation of a Change of Control, then forall purposes of this Agreement the “Effective Date” shall mean the date immediately prior to thedate of such termination of employment.          (b) The “Change of Control Period” shall mean the period commencing on the date hereof andending on the second anniversary of the date hereof; provided, however, that commencing on the dateone year after the date hereof, and on each annual anniversary of such date (such date and eachannual anniversary thereof shall be hereinafter referred to as the “Renewal Date”), unlesspreviously terminated, the Change of Control Period shall be automatically extended so as toterminate two year(s) after such Renewal Date, unless at least 60 days prior to the Renewal Datethe Company shall give written notice to the Employee that the Change of Control Period shall notbe so extended.          (c) A “Change of Control” shall mean:               (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”)of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50percent or more of either (A) the then outstanding shares of common stock of the Company (the“Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding votingsecurities of the Company entitled to vote generally in the election of directors (the “OutstandingCompany Voting Securities”); provided, however, that for purposes of this subsection (i), thefollowing acquisitions shall not constitute a Change of Control:
 

 
                    (A) any acquisition directly from the Company; or                    (B) any acquisition by the Company; or                    (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained bythe Company or any corporation controlled by the Company; or                    (D) any acquisition by any corporation pursuant to a transaction that complies with clauses(A), (B) and (C) of subsection (iii) of this Section 1(c); or               (ii) Individuals, who, as of the date hereof, constitute the Board (the “Incumbent Board”)cease for any reason to constitute at least a majority of the Board; provided, however, that anyindividual becoming a director subsequent to the date hereof whose election, or nomination forelection by the Company’s stockholders, was approved by a vote of at least a majority of thedirectors then comprising the Incumbent Board shall be considered as though such individual was amember of the Incumbent Board, but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of an actual or threatened election contest with respect tothe election or removal of directors or other actual or threatened solicitation of proxies orconsents by or on behalf of a Person other than the Board; or               (iii) Consummation of a reorganization, merger or consolidation or sale or other dispositionof all or substantially all of the assets of the Company (a “Corporate Transaction”) in each case,unless, following such Corporate Transaction, (A) all or substantially all of the individuals andentities who were the beneficial owners, respectively, of the Outstanding Company Common Stock andOutstanding Company Voting Securities immediately prior to such Corporate Transaction beneficiallyown, directly or indirectly, more than 60 percent of, respectively, the then outstanding shares ofcommon stock and the combined voting power of the then outstanding voting securities entitled tovote generally in the election of directors, as the case may be, of the corporation resulting fromsuch Corporate Transaction (including, without limitation, a corporation that as a result of suchtransaction owns the Company or all or substantially all of the Company’s assets either directly orthrough one or more subsidiaries) in substantially the same proportions as their ownership,immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and theOutstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporationresulting from such Corporate Transaction or any employee benefit plan (or related trust) of theCompany or such corporation resulting from such Corporate Transaction) beneficially owns, directlyor indirectly, 20 percent or more of, respectively, the then outstanding shares of common stock ofthe corporation resulting from such Corporate Transaction or the combined voting power of the thenoutstanding voting securities of such corporation except to the extent that such ownership existedprior to the Corporate Transaction and (C) at least a majority of the members of the board ofdirectors of the corporation resulting from such Corporate Transaction were members of theIncumbent Board at the time of the execution of the initial agreement, or of the action of theBoard, providing for such Corporate Transaction; or               (iv) Approval by the stockholders of the Company of a complete liquidation or dissolution ofthe Company.          (d) “Board” shall mean the Board of Directors of the Company.     2. Employment Period. The Company hereby agrees that the Company or an affiliatedcompany will continue the Employee in its employ, and the Employee hereby agrees to remain in theemploy of the Company or an affiliate subject to the terms and conditions of this Agreement, forthe period commencing on the Effective Date and ending on the second anniversary of such date (the“Employment Period”).
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     3. Terms of Employment.          (a) Position and Duties. During the Employment Period, (i) the Employee’s positionshall be at least commensurate in all material respects with the most significant of those held,exercised and assigned at any time during the 120-day period immediately preceding the EffectiveDate and (ii) the Employee’s services shall be performed at the Company’s principal executiveoffices in Houston, Texas or other locations less than 50 miles from downtown Houston, Texas.          (b) Compensation.          (i) Base Salary. During the Employment Period, the Employee shall receive anannual base salary (“Annual Base Salary”) at least equal to the annual base salary payableto the Employee by the Company and/or its affiliated companies immediately preceding theEffective Date; provided, however, that notwithstanding the foregoing, the Employee’s AnnualBase Salary shall be subject to any company-wide salary reduction that takes effect duringthe Employment Period. During the Employment Period, the Annual Base Salary shall bereviewed from time to time on the same basis as similarly situated employees; provided,however, that a salary increase shall not necessarily be awarded as a result of such review.Any increase in Annual Base Salary may not serve to limit or reduce any other obligation tothe Employee under this Agreement. Annual Base Salary shall not be reduced after any suchincrease. The term Annual Base Salary as utilized in this Agreement shall refer to AnnualBase Salary as so increased.          (ii) Annual Bonus. The Employee shall be eligible for an annual bonus (the“Annual Bonus”) for each fiscal year ending during the Employment Period on the same basisas other key employees under the Company’s annual incentive programs.          (iii) Incentive, Savings and Retirement Plans. During the Employment Period,the Employee shall be entitled to participate in all incentive, savings and retirementplans, practices, policies and programs applicable generally to the Employee’s peer keyemployees of the Company and its affiliated companies. As used in this Agreement, the term“affiliated companies” shall include any company controlled by, controlling or under commoncontrol with the Company.          (iv) Welfare Benefit Plans. During the Employment Period, the Employee and/orthe Employee’s family, as the case may be, shall be eligible to participate in and shallreceive all benefits under welfare benefit plans, practices, policies and programs providedby the Company and its affiliated companies (including, without limitation, medical,prescription, dental, disability, salary continuance, employee life, group life, accidentaldeath and travel accident insurance plans and programs) to the extent applicable generallyto the Employee’s peer key employees of the Company and its affiliated companies.          (v) Fringe Benefits. During the Employment Period, the Employee shall beentitled to (A) payment of professional association dues, payment of state professionaltaxes and a car allowance and (B) such other fringe benefits as in effect generally at anytime thereafter with respect to the Employee’s peer key employees of the Company and itsaffiliated companies.          (vi) Vacation. During the Employment Period, the Employee shall be entitled toat least three weeks paid vacation or such greater amount of paid vacation as may beapplicable to the Employee’s peer key employees of the Company and its affiliatedcompanies.          (vii) Deferred Compensation Plan. During the Employment Period, theEmployee shall be entitled to continue to participate in any deferred compensation orsimilar plans in which the
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Employee was participating in prior to the Employment Period subject to such changesthereto as may be necessary to reflect the effect of the Change of Control.     4. Termination of Employment.          (a) Death or Disability. The Employee’s employment shall terminate automatically uponthe Employee’s death during the Employment Period. If the Company determines in good faith thatthe Disability of the Employee has occurred during the Employment Period (pursuant to thedefinition of Disability set forth below), it may give to the Employee written notice in accordancewith Section 11(b) of this Agreement of its intention to terminate the Employee’s employment. Insuch event, the Employee’s employment with the Company shall terminate effective 30 days afterreceipt of such notice by the Employee (the “Disability Effective Date”), provided that within the30-day period after such receipt, the Employee shall not have returned to full-time performance ofthe Employee’s duties. For purposes of this Agreement, “Disability” shall mean the absence of theEmployee from the Employee’s duties with the Company on a full-time basis for 180 calendar days asa result of incapacity due to mental or physical illness that is determined to be total andpermanent by a physician selected by the Company or its insurers and acceptable to the Employee orthe Employee’s legal representative.          (b) Cause. The Company may terminate the Employee’s employment during the EmploymentPeriod for Cause. For purposes of this Agreement, “Cause” shall mean:               (i) the failure of the Employee to perform the Employee’s duties with the Company or one ofits affiliates (other than any such failure resulting from incapacity due to physical or mentalillness), after a written demand for substantial performance is delivered to the Employee by theCompany that specifically identifies the manner in which the Employee has not performed theEmployee’s duties;               (ii) the engaging by the Employee in illegal conduct or misconduct that is materially anddemonstrably injurious to the Company;               (iii) the conviction of the Employee of a crime involving moral turpitude;               (iv) the misappropriation by the Employee of funds of the Company or one of the itsaffiliates;               (v) the disparagement by the Employee of the Company or one of its affiliates or of managementthereof; or               (vi) any conduct that is materially detrimental to the Company as determined in good faith bythe Board of Directors of the Company, so long as the Employee has received prior written noticethat such conduct is materially detrimental to the Company and will be grounds for termination for“cause”.          For purposes of this provision, no act, or failure to act, on the part of the Employeeshall be considered “willful” unless it is done, or omitted to be done, by the Employee in badfaith or without reasonable belief that the Employee’s action or omission was in the best interestsof the Company. Any act, or failure to act, based upon authority given pursuant to a resolutionduly adopted by the Board or upon the instructions of the Chief Executive Officer of the Company orbased upon the advice of counsel for the Company shall be conclusively presumed to be done, oromitted to be done, by the Employee in good faith and in the best interests of the Company.          (c) Good Reason. The Employee’s employment may be terminated by the Employee duringthe Employment Period for Good Reason. For purposes of this Agreement, “Good Reason” shall mean:
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          (i) the assignment to the Employee of any duties inconsistent in any respect with theEmployee’s position (including status, offices, titles and reporting requirements),authority, duties or responsibilities as contemplated by Section 3(a) of this Agreement, orany other action by the Company that results in a diminution in such position, authority,duties or responsibilities, excluding for this purpose an isolated, insubstantial andinadvertent action not taken in bad faith and that is remedied by the Company promptly afterreceipt of notice thereof given by the Employee;          (ii) any failure by the Company to comply with any of the provisions of Section 3(b) ofthis Agreement, other than an isolated, insubstantial and inadvertent failure not occurringin bad faith and that is remedied by the Company promptly after receipt of notice thereofgiven by the Employee;          (iii) the Company’s requiring the Employee to be based at any office or location otherthan as provided in Section 3(a)(ii) hereof or the Company’s requiring the Employee totravel on Company business to a substantially greater extent than required immediately priorto the Effective Date;          (iv) any purported termination by the Company of the Employee’s employment otherwisethan as expressly permitted by this Agreement; or          (v) any failure by the Company to comply with and satisfy Section 10(c) of thisAgreement.          For purposes of this Section 4(c), any good faith determination of “Good Reason” made by theEmployee shall be conclusive.          (d) Notice of Termination. Any termination during the Employment Period by theCompany for Cause, or by the Employee for Good Reason, shall be communicated by Notice ofTermination to the other party hereto given in accordance with Section 11(b) of the Agreement. Forpurposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates thespecific termination provision in this Agreement relied upon, (ii) to the extent applicable, setsforth in reasonable detail the facts and circumstances claimed to provide a basis for terminationof the Employee’s employment under the provision so indicated and (iii) if the Date of Termination(as defined below) is other than the date of receipt of such notice, specifies the termination date(which date, in the case of a notice by the Company, shall be not more than 30 days after thegiving of such notice). The failure by the Employee or the Company to set forth in the Notice ofTermination any fact or circumstance that contributes to a showing of Good Reason or Cause shallnot waive any right of the Employee or the Company, respectively, from asserting such fact orcircumstance in enforcing the Employee’s or the Company’s rights hereunder.          (e) Date of Termination. “Date of Termination” shall mean:          (i) if the Employee’s employment is terminated by the Company for Cause, or bythe Employee for Good Reason, the date of receipt of the Notice of Termination or any laterdate specified therein, as the case may be;          (ii) if the Employee’s employment is terminated by the Company other than for Cause,death or Disability, the Date of Termination shall be the date on which the Company notifiesthe Employee of such termination; and
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          (iii) if the Employee’s employment is terminated by reason of death or Disability, theDate of Termination shall be the date of death of the Employee or the Disability EffectiveDate, as the case may be.     5. Obligations of the Company Upon Termination.          (a) Good Reason; Other than For Cause, Death or Disability. If, during the EmploymentPeriod, the Company terminates the Employee’s employment other than for Cause, death or Disability,or the Employee terminates employment for Good Reason:          (i) The Company shall pay to the Employee in a lump sum in cash within 30 days afterthe Date of Termination the aggregate of the following amounts:          (A) the sum of (1) the Employee’s Annual Base Salary through the Date ofTermination to the extent not theretofore paid, (2) the product of (x) the higher of(I) the highest Annual Bonus received by the Employee over the preceding three yearperiod and (II) the Annual Bonus that would be payable in respect of the currentfiscal year, if any (such higher amount being referred to as the “Highest AnnualBonus”) and (y) a fraction, the numerator of which is the number of days in thecurrent fiscal year through the Date of Termination, and the denominator of which is365, and (3) any compensation previously deferred by the Employee under a plansponsored by the Company (together with any accrued interest or earnings thereon),and any accrued vacation pay, in each case to the extent not theretofore paid (thesum of the amounts described in clauses (1), (2) and (3) shall be hereinafterreferred to as the “Accrued Obligations”); and          (B) an amount equal to two times the sum of (i) the then current Annual BaseSalary of the Employee and (ii) the Highest Annual Bonus; and          (C) an amount equal to the total of the employer basic and matchingcontributions credited to the Employee under the Company’s 401(k) Savings Plan (the“401(k) Plan”) and any other deferred compensation plan during the 12-month periodimmediately preceding the month of the Employee’s Date of Termination multiplied bytwo, such amount to be grossed up so that the amount the Employee actually receivesafter payment of any federal or state taxes payable thereon equals the amount firstdescribed above; and          (D) an amount equal to two times the total amount of all fringe benefitsreceived by Employee on an annualized basis.          (ii) For a period of two years from the Employee’s Date of Termination or suchlonger period as may be provided by the terms of the appropriate plan, program, practice orpolicy, the Company shall continue benefits to the Employee and/or the Employee’s familyequal to those that would have been provided to them in accordance with the plans, programs,practices and policies described in Section 3(b)(iv) of this Agreement if the Employee’semployment had not been terminated; provided, however, that with respect to any of suchplans, programs, practices or policies requiring an employee contribution, the Employeeshall continue to pay the monthly employee contribution for same, and provided further, thatif the Employee becomes re-employed by another employer and is eligible to receive medicalor other welfare benefits under another employer provided plan, the medical and otherwelfare benefits described herein shall be secondary to those provided under such other planduring such applicable period of eligibility;
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          (iii) To the extent not theretofore paid or provided, the Company shall timely pay orprovide to the Employee any other amounts or benefits required to be paid or provided orthat the Employee is eligible to receive under any plan, program, policy or practice orcontract or agreement of the Company and its affiliated companies (such other amounts andbenefits shall be hereinafter referred to as the “Other Benefits”); and          (iv) The foregoing payments are intended to compensate the Employee for a breach of theCompany’s obligations and place Employee in substantially the same position had theemployment of the Employee not been so terminated as a result of a breach by the Company.The payments shall be in lieu of any other severance payments that might be due to theEmployee under the Company’s severance and other similar plans.          (b) Death. If Employee’s employment is terminated by reason of the Employee’s deathduring the Employment Period, this Agreement shall terminate without further obligations to theEmployee’s legal representatives under this Agreement, other than for payment of AccruedObligations and the timely payment or provision of Other Benefits. Accrued Obligations shall bepaid to the Employee’s estate or beneficiaries, as applicable, in a lump sum in cash within 30 daysafter the Date of Termination.          (c) Disability. If the Employee’s employment is terminated by reason of theEmployee’s Disability during the Employment Period, this Agreement shall terminate without furtherobligations to the Employee, other than for payment of Accrued Obligations and the timely paymentor provision of Other Benefits. Accrued Obligations shall be paid to the Employee in a lump sum incash within 30 days after the Date of Termination.          (d) Cause; Other Than for Good Reason. If the Employee’s employment is terminated forCause during the Employment Period, this Agreement shall terminate without further obligations tothe Employee under this Agreement, other than the obligation to pay to the Employee (x) his or herAnnual Base Salary through the Date of Termination, (y) the amount of any compensation previouslydeferred by the Employee, and (z) Other Benefits, in each case to the extent theretofore unpaid.If the Employee voluntarily terminates employment during the Employment Period, excluding atermination for Good Reason, this Agreement shall terminate without further obligations to theEmployee under this Agreement, other than for Accrued Obligations and the timely payment orprovision of Other Benefits. In such case, all Accrued Obligations shall be paid to the Employeein a lump sum in cash within 30 days after the Date of Termination subject to such other options orrestrictions as provided by law.     6. Other Rights. Except as provided hereinafter, nothing in this Agreementshall prevent or limit the Employee’s continuing or future participation in any plan, program,policy or practice provided by the Company or any of its affiliated companies and for which theEmployee may qualify, nor shall anything herein limit or otherwise affect such rights as theEmployee may have under any contract or agreement with the Company or any of its affiliatedcompanies. Except as provided hereinafter, amounts that are vested benefits or that the Employeeis otherwise entitled to receive under any plan, policy, practice or program of or any contract oragreement with the Company or any of its affiliated companies at or subsequent to the Date ofTermination shall be payable in accordance with such plan, policy, practice or program or contractor agreement. It is expressly agreed by the Employee that he or she shall have no right toreceive, and hereby waives any entitlement to, any severance pay or similar benefit under any otherplan, policy, practice or program of the Company. In addition, if the Employee has an employmentor similar agreement with the Company at the Date of Termination, he or she agrees that he or sheshall have the right to receive all of the benefits provided under this Agreement or such otheragreement, whichever one, in its entirety, the Employee chooses, but not both agreements, and whenthe Employee has made such election, the other agreement shall be superseded in its entirety andshall be of no further force and effect. The Employee also agrees that to the extent he or she maybe eligible for any severance pay or similar benefit under any laws providing for
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severance or termination benefits, such other severance pay or similar benefit shall becoordinated with the benefits owed hereunder, such that the Employee shall not receive duplicatebenefits.     7. Full Settlement.          (a) No Rights of Offset. The Company’s obligation to make the payments provided forin this Agreement and otherwise to perform its obligations hereunder shall not be affected by anyset-off, counterclaim, recoupment, defense or other claim, right or action that the Company mayhave against the Employee or others.          (b) No Mitigation Required. In no event shall the Employee be obligated to seek otheremployment or take any other action by way of mitigation of the amounts payable to the Employeeunder any of the provisions of this Agreement and such amounts shall not be reduced whether or notthe Employee obtains other employment.          (c) Legal Fees. The Company agrees to pay as incurred, to the full extent permittedby law, all legal fees and expenses that the Employee may reasonably incur as a result of anycontest (regardless of the outcome thereof) by the Company or the Employee of the validity orenforceability of, or liability under, any provision of this Agreement or any guarantee ofperformance thereto (including as a result of any contest by the Employee about the amount of anypayment pursuant to this Agreement), plus in each case interest on any delayed payment at theapplicable Federal rate provided for in Section 7872(f)(2)(A) of the Internal Revenue Code of 1986,as amended (the “Code”).     8. Certain Additional Payments by the Company.          (a) Anything in this Agreement to the contrary notwithstanding and except as set forthbelow, in the event it shall be determined that any payment or distribution by the Company to orfor the benefit of the Employee (whether paid or payable or distributed or distributable pursuantto the terms of this Agreement or otherwise, but determined without regard to any additionalpayments required under this Section 8) (a “Payment”) would be subject to the excise tax imposed bySection 4999 of the Code or any interest or penalties are incurred by the Employee with respect tosuch excise tax (such excise tax, together with any such interest and penalties, are hereinaftercollectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive anadditional payment (a “Gross-Up Payment”) in an amount such that after payment by the Employee ofall taxes (including any interest or penalties imposed with respect to such taxes), includingwithout limitation, any income taxes (and any interest and penalties imposed with respect thereto)and Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoingprovisions of this Section 8(a), if it shall be determined that the Employee is entitled to aGross-Up Payment, but that the Employee, after taking into account the Payments and the Gross-UpPayment, would not receive a net after-tax benefit of at least $50,000 (taking into account bothincome taxes and any Excise Tax) as compared to the net after-tax proceeds to the Employeeresulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in theaggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments would not giverise to any Excise Tax, then no Gross-Up Payment shall be made to the Employee and the Payments, inthe aggregate, shall be reduced to the Reduced Amount.          (b) Subject to the provisions of Section 8(c), all determinations required to be made underthis Section 8, including whether and when a Gross-Up Payment is required and the amount of suchGross-Up Payment and the assumptions to be utilized in arriving at such determination shall be madeby Arthur Andersen LLP or, as provided below, such other certified public accounting firm as may bedesignated by the Employee (the “Accounting Firm”), which shall provide detailed supportingcalculations both to the Company and the Employee within 15 business days after the receipt ofnotice from the Employee that there has been a Payment,
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or such earlier time as is requested by the Company. In the event that the Accounting Firm isserving as accountant or auditor for the individual, entity or group effecting the Change ofControl, the Employee shall appoint another nationally recognized accounting firm to make thedeterminations required hereunder (which accounting firm shall then be referred to as theAccounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely bythe Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by theCompany to the Employee within five days after the receipt of the Accounting Firm’s determination.Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As aresult of the uncertainty in the application of Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will nothave been made by the Company should have been made (“Underpayment”), consistent with thecalculations required to be made hereunder. In the event that the Company exhausts its remediespursuant to Section 8(c) and the Employee thereafter is required to make a payment of any ExciseTax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and anysuch Underpayment shall be promptly paid by the Company to or for the benefit of the Employee.          (c) The Employee shall notify the Company in writing of any claim by the Internal RevenueService that, if successful, would require the payment by the Company of the Gross-Up Payment (oran additional Gross-Up Payment) in the event the IRS seeks higher payment. Such notification shallbe given as soon as practicable, but no later than ten business days after the Employee is informedin writing of such claim, and shall apprise the Company of the nature of such claim and the date onwhich such claim is requested to be paid. The Employee shall not pay such claim prior to theexpiration of the 30-day period following the date on which he gives such notice to the Company (orsuch shorter period ending on the date that any payment of taxes with respect to such claim isdue). If the Company notifies the Employee in writing prior to the expiration of such period thatit desires to contest such claim, the Employee shall:          (i) give the Company any information reasonably requested by the Company relating tosuch claim,          (ii) take such action in connection with contesting such claim as the Company shallreasonably request in writing from time to time, including without limitation, acceptinglegal representation with respect to such claim by an attorney reasonably selected by theCompany,          (iii) cooperate with the Company in good faith in order to effectively contest suchclaim, and          (iv) permit the Company to participate in any proceedings relating to suchclaims; provided, however, that the Company shall bear and pay directly all costs andexpenses (including additional interest and penalties) incurred in connection with suchcosts and shall indemnify and hold the Employee harmless, on an after-tax basis, for anyExcise Tax or income tax (including interest and penalties with respect thereto) imposed asa result of such representation and payment of costs and expenses. Without limitation onthe foregoing provisions of this Section 8(c), the Company shall control all proceedingstaken in connection with such contest and, at its sole option, may pursue or forego any andall administrative appeals, proceedings, hearings and conferences with the taxing authorityin respect of such claim and may, at its sole option, either direct the Employee to pay thetax claimed and sue for a refund or contest the claim in any permissible manner, and theEmployee agrees to prosecute such contest to determination before any administrativetribunal, in a court of initial jurisdiction and in one or more appellate courts, as theCompany shall determine; provided, however, that if the Company directs the Employee to paysuch claim and sue for a refund, the Company shall advance the amount of such payment to theEmployee, on an interest-free basis and shall indemnify and hold the Employee harmless, onan after-tax basis, from any Excise Tax or income tax (including interest or penalties withrespect thereto) imposed with respect to such advance or with respect to any imputed incomewith respect to such advance; and further provided that any extension of the statute of
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limitations relating to payment of taxes for the taxable year of the Employee withrespect to which such contested amount is claimed to be due is limited solely to suchcontested amount. Furthermore, the Company’s control of the contest shall be limited toissues with respect to which a Gross-Up Payment would be payable hereunder and the Employeeshall be entitled to settle or contest, as the case may be, any other issues raised by theInternal Revenue Service or any other taxing authority.          (d) If, after the receipt by the Employee of an amount advanced by the Company pursuant toSection 8(c), the Employee becomes entitled to receive any refund with respect to such claim, theEmployee shall (subject to the Company’s complying with the requirements of Section 8(c)) promptlypay to the Company the amount of such refund (together with any interest paid or credited thereonafter taxes applicable thereto). If, after the receipt by the Employee of an amount advanced bythe Company pursuant to Section 8(c), a determination is made that the Employee shall not beentitled to any refund with respect to such claim and the Company does not notify the Employee inwriting of its intent to contest such denial of refund prior to the expiration of 30 days aftersuch determination, then such advance shall be forgiven and shall not be required to be repaid andthe amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Paymentrequired to be paid.     9. Confidential Information. The Employee shall hold in a fiduciary capacity for thebenefit of the Company all secret or confidential information, knowledge or data relating to theCompany or any of its affiliated companies, and their respective businesses, that shall have beenobtained by the Employee during the Employee’s employment by the Company or any of its affiliatedcompanies, provided that it shall not apply to information that is or shall become public knowledge(other than by acts by the Employee or representatives of the Employee in violation of thisAgreement), information that is developed by the Employee independently of such information, orknowledge or data or information that is disclosed to the Employee by a third party under noobligation of confidentiality to the Company. After termination of the Employee’s employment withthe Company, the Employee shall not, without the prior written consent of the Company or as mayotherwise be required by law or legal process, communicate or divulge any such information,knowledge or data to anyone other than the Company and those designated by it. In no event shallan asserted violation of the provisions of this Section 9 constitute a basis for deferring orwithholding any amounts otherwise payable to the Employee under this Agreement.     10. Successors.          (a) This Agreement is personal to the Employee and shall not be assignable by the Employeeotherwise than by will or the laws of descent and distribution. This Agreement shall inure to thebenefit of and be enforceable by the Employee’s legal representatives.          (b) This Agreement shall inure to the benefit of and be binding upon the Company and itssuccessors and assigns.          (c) The Company will require any successor (whether direct or indirect, by purchase, merger,consolidation or otherwise) to all or substantially all of the business and/or assets of theCompany to (i) assume expressly and agree to perform this Agreement in the same manner and to thesame extent that the Company would be required to perform it if no such succession had taken placeand (ii) issue to the Employee substantially similar options to purchase shares of equity in suchsuccessor in replacement of options held by the Employee to purchase shares of common stock of theCompany. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined andany successor to its business and/or assets as aforesaid that assumes and agrees to perform thisAgreement by operation of law, or otherwise.
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     11. Miscellaneous.          (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATEOF TEXAS, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. The captions of this Agreement arenot part of the provisions hereof and shall have no force or effect. This Agreement may not beamended or modified otherwise than by a written agreement executed by the parties hereto or theirrespective successors and legal representatives.          (b) All notices and other communications hereunder shall be in writing and shall be given byhand delivery to the other party or by registered or certified mail, return receipt requested,postage prepaid, addressed as follows:     If to the Employee:      If to the Company:           Grant Prideco, Inc.  400 North Sam Houston Pkwy East, Suite 900  Houston, Texas 77060  Attention: Presidentor to such other address as either party shall have furnished to the other in writing in accordanceherewith. Notices and communications shall be effective when actually received by the addressee.          (c) The invalidity or unenforceability of any provision of this Agreement shall not affect thevalidity or enforceability of any other provision of this Agreement.          (d) The Company may withhold from any amounts payable under this Agreement such Federal,state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law orregulation.          (e) The Employee’s or the Company’s failure to insist upon strict compliance with anyprovision of this Agreement or the failure to assert any right the Employee or the Company may havehereunder, including without limitation, the right of the Employee to terminate employment for GoodReason pursuant to Section 4(c)(i)-(v) of this Agreement, shall not be deemed to be a waiver ofsuch provision or right or any other provision or right of this Agreement.
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     IN WITNESS WHEREOF, the Employee has hereunto set the Employee’s hand and, pursuant to theauthorization from its Board of Directors, the Company has caused these presents to be executed inits name and on its behalf, all as of the day and year first above written.              /s/ Quintin V. Kneen   Quintin V. Kneen       Grant Prideco, Inc.