EXHIBIT 10.2


 


LONE STAR TECHNOLOGIES, INC. 

FORM OF DIRECTOR AND OFFICER

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 [service as a
director] 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 [service as a director] 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 [service as a director], 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. For the purposes of Schedule A,
the “200[X] Objective” is the income before
taxes (“IBT”) of LST presented in its Base
Action Plan (“BAP”) for 200[X]; the “200[Y] Objective” is LST’s IBT presented in its 200[Y] BAP;
the “200[Z] Objective” is LST’s IBT
presented in its 200[Z] BAP; the “200[X] Objective Shortfall”
is the excess, if any, of the 200[X] Objective over LST’s IBT for the year
ended December 31, 200[X]; and the “200[Y] Objective Shortfall”
is the excess, if any, of the 200[Y] Objective over LST’s IBT for the year
ended December 31, 200[Y].  If any
Shares become vested under Rows I or J of Schedule A, then Rows C and G
shall become inapplicable.  If any Shares
become vested under Rows K or L of Schedule A, then


 


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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
200[X] Objective, 200[Y] Objective or 200[Z] Objective has been achieved,
whether the 200[Y] IBT equals or exceeds the sum of the 200[Y] Objective and
the 200[X] Objective Shortfall or whether the 200[Z] IBT equals or exceeds the
sum of the 200[Z] Objective and the 200[Y] Objective Shortfall, shall be made
by the Human Resources Committee of LST (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 directorship or
employment or interfere with the right of LST or LST’s shareholders, as
applicable, to terminate such directorship or 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 of 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


 


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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:

  	
   

  
					



 


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SCHEDULE A


 


	
   

  	
   

  	
  Achievement

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  
	
  A

  	
   

  	
  None of 2005
  Objective, 2006 Objective or 2007 Objective achieved.

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  2005 Objective
  achieved but neither 2006 Objective nor 2007 Objective achieved.

  	
   

  	
  331/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  662/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  2006 Objective
  achieved but neither 2005 Objective nor 2007 Objective achieved.

  	
   

  	
  0

  	
   

  	
  331/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  662/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  2007 Objective
  achieved but neither 2005 Objective nor 2006 Objective achieved.

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  331/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  662/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  Both 2005
  Objective and 2006 Objective achieved but 2007 Objective not achieved.

  	
   

  	
  331/3

  	
  %

  	
  331/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  331/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Both 2005
  Objective and 2007 Objective achieved but 2006 Objective not achieved.

  	
   

  	
  331/3

  	
  %

  	
  0

  	
   

  	
  331/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  331/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  G

  	
   

  	
  Both 2006
  Objective and 2007 Objective achieved but 2005 Objective not achieved.

  	
   

  	
  0

  	
   

  	
  331/3

  	
  %

  	
  331/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  331/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  Each of 2006,
  2007 and 2008 Objectives achieved.

  	
   

  	
  331/3

  	
  %

  	
  331/3

  	
  %

  	
  331/3

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  2005 Objective
  not achieved but 2006 IBT equals or exceeds sum of (i) 2006 Objective
  and (ii) 2005 Objective Shortfall. 2007 Objective not achieved.

  	
   

  	
  0

  	
   

  	
  662/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  331/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  J

  	
   

  	
  2005 Objective
  not achieved but 2006 IBT equals or exceeds sum of (i) 2006 Objective and
  (ii) 2005 Objective Shortfall. 2007 Objective achieved.

  	
   

  	
  0

  	
   

  	
  662/3

  	
  %

  	
  331/3

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  K

  	
   

  	
  2005 Objective
  not achieved. 2006 Objective not achieved but 2007 IBT equals or exceeds sum
  of (i) 2007 Objective and (ii) 2006 Objective Shortfall.

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  662/3

  	
  %

  	
  0

  	
   

  	
  0

  	
   

  	
  331/3

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  L

  	
   

  	
  2005 Objective
  achieved. 2006 Objective not achieved but 2007 IBT equals or exceeds sum of
  (i) 2007 Objective and (ii) 2006 Objective Shortfall.

  	
   

  	
  331/3

  	
  %

  	
  0

  	
   

  	
  662/3

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  —