Exhibit 10.2


 


Exhibit “A”


 


[Date]


[Name and title of
officer or key employee]


Re:  2006
Employment Retention Policy


Dear                           :


This letter, if accepted and agreed to by you, will
constitute a legally binding agreement (this “Agreement”)
pursuant to which Lone Star Technologies, Inc. (“Lone
Star”) or the Lone Star operating subsidiary by which you are
employed (Lone Star or such operating subsidiary, the “Employer”)
is offering you the opportunity to participate in the 2006 Employment Retention
Policy attached to this Agreement as Exhibit “A” (the “Policy”)
subject to the terms and conditions of this Agreement.  More specifically, Employer and you do hereby
agree as follows:


1.             Participation in Policy;
Termination of Other Arrangements.  In recognition of your valuable service to
Employer, and in consideration of your continued employment, Employer is
offering you the opportunity to participate in the Policy.  Your severance multiple for purposes of the
Policy will be             .  If you accept and agree to participate in the
Policy, the existing Employment Retention Policy (the “Existing
Policy”) will be terminated upon your execution and delivery of
this Agreement.  Notwithstanding the
foregoing, if a Change-in-Control (as defined in the Policy) occurs on or
before October 24, 2007, if you were a participant in the Existing Policy, you
shall be entitled at your option to receive the benefits under the Existing
Policy or the Policy (whichever you consider at the time of employment termination
to be most favorable) if you are terminated without “Cause” or resign for “Good
Reason” (as such terms are defined in the Policy) within two years after such
Change-in-Control and irrespective of whether you elected to remain in the
Existing Policy or instead to participate in the Policy.


2.             Noncompetition Obligation.  During the Noncompetition Period (as herein
defined) you will not directly or indirectly compete with Lone Star and/or your
Employer (whether as a shareholder, partner, officer, employee, consultant or
otherwise) in any business in which Lone Star and/or your Employer was engaged
during your employment by your Employer. 
For purposes of this Agreement, the Noncompetition Period shall be (i)
the term of your employment by Employer and (ii) if a Change-in-Control (as
defined in the Policy) occurs with respect to your Employer and your employment
is terminated without “Cause” or you resign for “Good Reason” (as such terms
are defined in the Policy) contemporaneously with or within two years after
such Change-in-Control, the additional six-month period following such
termination of your employment.  The
foregoing noncompetition obligation shall not prevent you from owning up to 1%
of the outstanding securities of any publicly traded competing business.  You acknowledge that this noncompetition
obligation is ancillary to an otherwise enforceable agreement and that the
limitations as to time and scope of activity are reasonable and do not impose a
greater restraint than is necessary to protect the goodwill and other business
interests of Lone Star and your Employer. 
If a court of competent jurisdiction should nevertheless find this
noncompetition provision to be invalid or unenforceable as written but may be
rendered valid 









 



and enforceable by limitation
thereof, such provision shall be automatically revised to be valid and enforceable
to the maximum extent permitted by applicable law.


3.             Nonsolicitation Obligation.  During the Nonsolicitation Period (as herein
defined), you agree not to directly or indirectly recruit, hire, solicit to
hire or otherwise induce or encourage any employee of Lone Star or your
Employer to cease working for Lone Star or your Employer or to commence working
for you or any other business with whom you have a relationship (whether as a
shareholder, partner, officer, employee, consultant or otherwise).  For purposes of this Agreement, the “Nonsolicitation Period” means (i)
the term of your employment by Employer and (ii) if a Change-in-Control (as
defined in the Policy) occurs with respect to your Employer and your employment
is terminated without “Cause” or you resign for “Good Reason” (as such terms
are defined in the Policy) contemporaneously with or within two years after
such Change-in-Control, the additional six-month period following such
termination of your employment.  The
foregoing nonsolicitation obligation shall not be deemed violated by reason of
your hiring an employee of Lone Star or your Employer responding to newspaper
advertisements or other general solicitations for prospective employees.


4.             Confidentiality Obligation.  Lone Star and/or your Employer may from time
to time provide you with business, competitive, financial, market, industrial,
customer, prospective customer, supplier, intellectual property or other
information of a proprietary or confidential nature, whether in written, oral,
computer-readable or other form (collectively, the “Confidential
Information”).  Throughout the
term of your employment and continuing at all times thereafter, you agree to
maintain the confidentiality of, and not to disclose to any third party (other
than for legitimate business purposes of Lone Star or your Employer during your
employment), any of the Confidential Information.  Notwithstanding the immediately preceding sentence,
you may disclose any of the Confidential Information that (i) is in the public
domain other than as a result of a violation of this Agreement by you; (ii)
becomes available to you from a third party source with the right to disclose
such information; or (iii) is required to be disclosed by applicable law or
judicial or administrative process.



 2
 






 



If this Agreement correctly sets forth this
understanding between your Employer and you, please so indicate by signing
below in the space provided.  The offer set forth in this Agreement will remain open through the
close of business on [Date] at which time it will expire if not theretofore
accepted by you.


	
   

  	
  Sincerely yours,

  
	
   

  	
   

  
	
   

  	
  [Name
  of Employer]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LONE STAR TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
				



 



 3