Severance Agreement of Joyce M. Schuldt dated July 21, 2005


    Exhibit
      10.1

    SEVERANCE
      AGREEMENT

    


    This
      Severance Agreement (the “Agreement”)
      is
      made as of the 21st
      day of
      July, 2005, by and between MAVERICK TUBE CORPORATION, a Delaware corporation
      (the “Company”),
      and
      Joyce M. Schuldt (“Executive”).

     

    WHEREAS,
      the Board of Directors of the Company (“Board”)
      has
      determined that it is in the best interests of the Company and its stockholders
      that the continuous employment of key management personnel be fostered;
      and

     

    WHEREAS,
      the Board has determined that appropriate steps should be taken to reinforce
      and
      encourage the continued attention and dedication of such personnel to their
      management duties;

     

    NOW,
      THEREFORE, for good and valuable consideration, the sufficiency and receipt
      of
      which is hereby acknowledged, the Company and the Executive hereby agree as
      follows:

     

    1. Definitions.
      Capitalized terms used in this Agreement have the meanings set forth
      below.

     

    (a) “Cause”
      means the commission of (i) an act or acts of personal dishonesty performed
      by
      the Executive and intended to result in substantial personal enrichment of
      the
      Executive at the expense of the Company or an affiliate; (ii) an act of
      disloyalty or conduct clearly tending to bring discredit upon the Company or
      any
      affiliate; or (iii) a felony involving moral turpitude.

     

    (b) “Change
      in Control” means:

     

    (i) the
      acquisition, direct or indirect, by any individual, entity, or group
      (“Person”),
      of
      beneficial ownership of thirty-five percent (35%) or more of either all then
      outstanding shares of Stock or, if different, the combined voting power of
      all
      then outstanding voting securities entitled to vote generally in the election
      of
      directors (“Other Voting Securities”) of the Company, provided that the
      following acquisitions shall not constitute a change of control: (A) any
      acquisition directly from the Company; (B) any acquisition by the Company;
      (C)
      any acquisition by any employee benefit plan or related trust sponsored or
      maintained by the Company or any affiliate; and (D) any acquisition pursuant
      to
      a transaction immediately following which the conditions described in clauses
      (A), (B), and (C) of part (iii) of this paragraph (b) are satisfied;
      or

     

    (ii) the
      failure for any reason of the Incumbent Directors to constitute the majority
      of
      the Board; or

     

    (iii) the
      approval by the stockholders of the Company of a reorganization, merger, or
      consolidation (each, a “Transaction”)
      unless, in each case, following such Transaction (A) all or substantially all
      of
      the beneficial owners of the Stock and combined voting power of all outstanding
      Other Voting Securities of the Company immediately prior to such Transaction
      beneficially own, directly or indirectly, more than fifty percent (50%) of,
      respectively, the common stock and the combined voting power of all outstanding
      Other Voting Securities of the corporation resulting from such Transaction
      (‘Resulting Corporation”) in substantially the same proportions as their
      ownership immediately prior to such Transaction; (B) no Person (other than
      the
      Company and any employee benefit plan or related trust of the Company or a
      Resulting Corporation) beneficially owns thirty-five percent (35%) or more
      of,
      respectively, the then outstanding shares of common stock of the Resulting
      Corporation or the combined voting power of all then outstanding Other Voting
      Securities of such Resulting Corporation and (C) at least a majority of the
      directors of the Resulting Corporation were members of the Incumbent Board
      at
      the time of the execution of the initial agreement providing for such
      Transaction; or

    


    (iv) the
      approval by the stockholders of the Company of (A) a complete liquidation or
      dissolution of the Company or (B) the disposition of substantially all of the
      assets of the Company other than to a corporation with respect to which all
      of
      the following is true following such disposition: (I) more than 50% of,
      respectively, the then outstanding shares of common stock of such corporation
      (“New
      Stock”)
      and
      the combined voting power of all outstanding Other Voting Securities of such
      corporation (“New
      Other Voting Securities”)
      is
      then owned beneficially, directly or indirectly, by substantially all of the
      beneficial owners of the Stock and the combined voting power of all outstanding
      Other Voting Securities of the Company in substantially the same proportions
      as
      their ownership of such securities of the Company immediately prior thereto;
      (II) no Person other than the Company and any employee benefit plan or related
      trust of the Company or of such corporation then beneficially owns thirty-five
      percent (35%) or more of the New Stock or the New Other Voting Securities;
      and
      (III) at least a majority of the directors of such corporation were members
      of
      the Incumbent Board at the time of the execution of the initial agreement or
      action providing for such disposition.

    


    (c) “Effective
      Date” means the date on which the termination of the Executive’s employment is
      to be effective under the terms of any written notice or other documentation
      thereof.

     

    (d) “Good
      Reason” for termination by the Executive of her employment means the occurrence
      (without the Executive’s written consent) of any of the following unless, in the
      case of any of (i), (v), (vi), or (vii), such act or failure to act is corrected
      within five business days following the giving of notice of termination by
      the
      executive, and in the case of (iii) below, such act is not objected to in
      writing by the Executive within fourteen days after notification
      thereof:

     

    (i) the
      assignment to the Executive of duties inconsistent with her status as an
      executive officer of the Company or a meaningful alteration, adverse to the
      Executive, in the nature or status of her responsibilities (other than reporting
      responsibilities) from those in effect immediately prior to the Change in
      Control;

    


    (ii) a
      reduction in the Executive’s Regular Annual Salary except for an
      across-the-board salary reduction similarly affecting all senior executives
      of
      the Company and all senior executives of any person or entity in control of
      the
      Company;

     

    (iii) a
      requirement by the Company that the Executive relocate her residence outside
      the
      metropolitan area in which the Executive was based immediately prior to a Change
      in Control, provided that business travel in an amount substantially consistent
      with an Executive’s previous travel obligations shall in no event constitute
      such a requirement;

     

    (iv)
      failure by the Company to pay any portion of her compensation within fourteen
      days of the date it is due;

     

    (v)
      failure by the Company to continue in effect any compensation plan in which
      the
      Executive participates immediately prior to a Change in Control that is material
      to the Executive’s compensation, unless an equitable arrangement has been made
      with respect to such plan;

      (vi)
      failure by the Company to continue the Executive’s participation in a plan
      described in (v) or a substitute or alternative plan on a basis not materially
      less favorable to the Executive as existed at the time of a Change in
      Control;

     

    (vii)
      failure by the Company to continue to provide the Executive with benefits
      substantially similar to those enjoyed by her prior to a Change in Control;
      or

     

    (viii)
      the determination by the Executive, in her sole and absolute discretion, that
      the business philosophy or policies of the Company or its successor or the
      implementation thereof is not compatible with those of the
      Executive.

     

    The
      Executive’s continued employment shall not of itself constitute consent to, or a
      waiver of rights with respect to, any act or failure to act constituting Good
      Reason hereunder.

     

    (e) “Incumbent
      Director” means an individual who, as of the date of this Agreement is a
      director of the Company; provided, however, that any individual becoming a
      director of the Company after the date of this Agreement whose election or
      nomination was approved by at least a majority of the Incumbent Directors shall
      be deemed an Incumbent Director unless such individual became a director as
      a
      result of either an actual or threatened election contest or solicitation of
      proxies or consent by or on behalf of an individual or entity other than the
      Board; or

     

    (f) “Potential
      Change in Control” means:

     

    (i) the
      entrance by the Company into an agreement the consummation of which would result
      in the occurrence of a Change in Control;

    


    (ii) the
      announced intention of the Company or any person or entity of taking any action
      that, if consummated, would constitute a Change in Control; or

     

    (iii) the
      adoption by the Board of a resolution to the effect that for purposes of this
      Agreement, a Potential Change in Control has occurred.

     

    (g) “Regular
      Annual Salary” means the base annual salary being paid to the Executive
      immediately prior to the Effective Date, exclusive of any bonuses or other
      incentive compensation, but inclusive of any compensation then being deferred
      by
      the Executive under the Company’s Deferred Compensation Plan.

     

    (h) “Retirement”
      means the termination of employment of a Company employee if such employee
      immediately thereafter receives benefits under any retirement plan of the
      Company in effect immediately prior to a Change in Control or if such
      termination is in accordance with any retirement arrangement established with
      the Executive’s consent with respect to the Executive.

     

    (i) “Stock”
      means the $.0l par value common stock of the Company.

     

    (j) “Tax
      Gross-up Amount” means the sum of (x) an amount equal to all taxes imposed upon
      Executive under Section 4999(a) of the Internal Revenue Code of 1986, as amended
      (the “Code”),
      resulting from payments or other benefits (including, without limitation,
      accelerated vesting or exercisability of stock rights or options) to Executive
      under this Agreement being deemed “excess parachute payments, as such term is
      defined in Section 280(G)(b) of the Code (the “Subject Taxes”), and (y) an
      amount which will as closely as reasonably practicable approximate any
      additional income or excise taxes payable by Executive as a result of the
      payment of the Subject Taxes on behalf of the Executive pursuant to this
      Agreement.

     

    (k) “Total
      Disability” means the inability of the Executive to perform the duties of her
      position for the greater of 180 successive days or a total of 270 days in any
      period of 365 days or such period as constitutes “total disability” under any
      disability insurance program or plan maintained by the Company.

     

    2. Term.
      The term
      of this Agreement shall begin as of the date set forth above and shall continue
      through July 21, 2007, provided that as of July 21, 2007, and each July 21
      thereafter, the term of this Agreement shall automatically be extended for
      one
      additional year unless, not less than six months prior to any such date, either
      (i) the Company or the Executive shall have given notice to the contrary, or
      (ii) a Change of Control has occurred. If a Change in Control occurs at any
      time
      during the term or any renewal term of this Agreement, notwithstanding notice
      of
      termination having been given, this Agreement shall remain in effect for a
      period of not less than thirty (30) months from the date of such Change in
      Control.

     

    3. Severance
      Pay.
      If the
      employment of Executive is terminated at a time not within the thirty (30)
      month
      period following a Change in Control, other than (i) by the Company for Cause,
      (ii) by reason of death, Total Disability, or Retirement, or (iii) by the
      Executive without Good Reason, as of the Effective Date, and in addition to
      all
      obligations otherwise owing to the Executive on the Effective Date, the Company
      shall pay the Executive a lump sum payment equal to six months of Regular Annual
      Salary and six months of COBRA premium payments under group health and life
      insurance plans in which the Executive participated prior to the Effective
      Date,
      to the extent permissible under the terms of such plans to do so. Except as
      specifically provided herein, no other payments or benefits will be furnished
      or
      paid, and all contributions or deductions, if any (other than deductions made
      in
      connection with the benefits specifically provided for herein, if any), shall
      cease as of the Effective Date.

     

    4. Confidentiality.
      The
      Executive specifically acknowledges that all information pertaining to the
      Company or its business received by her during the course of her employment
      that
      has been designated confidential by the Company or has not been made publicly
      available is the exclusive property of the Company, and the Executive agrees
      that during and after her employment by the Company, she will not disclose
      any
      of such information without the prior written consent of the Board to anyone
      not
      employed by the Company or engaged by the Company to render services to it.
      The
      Executive further agrees that she will not use such information for her own
      benefit or the benefit of any party other than the Company. This Section 4
      shall
      survive termination of this Agreement.

     

    5. Executive’s
      Covenants.
      The
      Executive agrees that, subject to the terms and conditions of this Agreement,
      in
      the event of a Potential Change in Control during the term of this Agreement,
      the Executive will remain in the employ of the Company following the occurrence
      of such event until the earliest of (i) six months from the date of such
      Potential Change in Control, (ii) the date of a Change in Control, (iii) the
      date of termination by the Executive of her employment for Good Reason
      (determined by treating a Potential Change in Control as a Change in Control
      in
      applying the definition of Good Reason) or by reason of death, Retirement or
      Total Disability, or (iv) the termination by the Company of the Executive’s
      employment for any reason.

     

    6. Compensation
      Upon Termination Following a Change in Control.
      If,
      within thirty (30) months after the occurrence of a Change in Control, the
      Executive's employment is terminated other than (i) by the Company for Cause,
      (ii) by reason of death, Total Disability, or Retirement, or (iii) by the
      Executive without Good Reason, then, in addition to all obligations otherwise
      owing to the Executive on the Effective Date, the Company shall pay or provide
      to the Executive within sixty (60) days of the Effective Date the following:
      (I)
      a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive’s
      then Regular Annual Salary, (b) the annual amount that would be paid to
      Executive pursuant to the Company’s Performance Bonus Plan assuming that all
      performance levels had been achieved at maximum levels; (c) an amount equal
      to
      12 months COBRA premiums payable to maintain insurance under the Company’s
      health insurance plan if Executive carried insurance prior to termination;
      (d)
      and an amount equal to 12 months premium payments for life and disability
      insurance benefits substantially the same as any such benefits provided to
      Executive immediately prior to the Effective Date by the Company under group
      insurance plans or otherwise, to the extent permissible under the terms of
      such
      plans to do so and if such coverage is not permitted, amounts necessary for
      premium payments for such coverage; (e) an amount equal to the Executive’s
      annual car allowance or lease payments, and annual club membership fees
      allowance, if any; and (II) the Tax Gross-Up Amount, if applicable. Except
      as
      specifically provided herein, no other payments or benefits will be furnished
      or
      paid, and all contributions or deductions, if any (other than deductions made
      in
      connection with the benefits specifically provided for herein, if any), shall
      cease as of the Effective Date.

    


    7. Not
      an Employment Agreement; Superseding Effect.
      This
      Agreement shall not be construed as creating an express or implied contract
      of
      employment. This Agreement shall supersede any severance agreement previously
      entered into or obligation otherwise agreed to between the parties hereto with
      respect to severance payments.

     

    8. Successors;
      Binding Agreement.

     

    (a) In
      addition to any obligations imposed by law upon any successor to the Company,
      the Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation, or otherwise) to all or substantially all of the business
      or assets (or a combination thereof) of the Company expressly to assume and
      agree to perform this Agreement in the same manner and to the same extent that
      the Company would be required to perform it if no such succession had taken
      place. Failure of the Company to obtain such assumption and agreement prior
      to
      the effectiveness of any such succession shall be a breach of this Agreement
      and
      shall entitle the Executive to the payments described in Section 6 that would
      be
      payable upon termination by the Executive for Good Reason immediately after
      a
      Change in Control.

     

    (b) This
      Agreement shall inure to the benefit of and be enforceable by the Executive’s
      legal representatives and other successors in interest, provided that this
      Agreement may not be assigned by Executive. If Executive dies while any amount
      (other than an amount that by its terms is to terminate upon her death) would
      still be payable to her hereunder if she was still living, all such amounts
      shall be paid in accordance with this Agreement to the executors, personal
      representatives, or administrators of the Executive’s estate.

     

    9. Fees.
      The
      Company shall pay to Executive all legal fees and expenses incurred by Executive
      as a result of Executive’s termination (including all such fees and expenses, if
      any, incurred in contesting or disputing any such termination or in seeking
      to
      or in connection with any tax audit or proceeding to the extent attributable
      to
      the application of Section 4999 of the Code, to any payment or benefit provided
      hereunder) unless such termination is (i) by the Company for Cause; (ii) by
      reason of death, Total Disability or Retirement, or (iii) by the Executive
      without Good Reason.

      

    10. Miscellaneous.
      No
      provision of this Agreement may be modified, waived, or discharged unless so
      agreed by the parties in writing. No waiver shall be deemed a waiver of the
      same
      or any other provision at the same or any other time. This Agreement sets forth
      the entire agreement of the parties regarding its subject matter. This Agreement
      shall be governed by the laws of the State of Missouri other than the conflicts
      of law provisions thereof. All payments provided for hereunder shall be made
      net
      of any applicable withholding requirements of federal, state, or local law.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Parties hereby execute this Agreement as of the date
      written below.

     

    
      	 	
              “Company”

            
	 	 
	 	
              MAVERICK
                TUBE CORPORATION

            
	 	 
	 	 
	 	
              By:
                

            	
              /s/
                C. Robert Bunch

            
	 	 	
              C.
                Robert Bunch, Chairman of the

            
	 	 	
              Board
                and Chief Executive Officer

            


    

    


    


    
      	 	
              “Executive”

            
	 	 
	 	 
	 	
              By:
                

            	
              /s/
                Joyce M. Schuldt

            
	 	 	
              Joyce
                M. Schuldt