Form of Restricted Stock Award Agreement


 Exhibit 10.1 
 2004 INCENTIVE PLAN OF DRIL-QUIP, INC. 
 RESTRICTED STOCK AWARD AGREEMENT

 THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award”) is made as of
                     (the “Grant Date”), by and between Dril-Quip, Inc., a Delaware corporation (the
“Company”), and                      (the “Grantee”). 

W I T N E S S E T H: 
 WHEREAS, pursuant to the 2004 Incentive Plan of Dril-Quip, Inc., as amended (the “Plan”), the Compensation Committee (the “Committee”) of the Board
of Directors of the Company (the “Board”) has determined that it would be in the interest of the Company and its stockholders to grant restricted shares of Company common stock, par value $0.01 per share (the
“Common Stock”), as provided herein, in order to encourage the Grantee to remain in the employ of the Company or its Subsidiaries, to encourage the sense of proprietorship of the Grantee in the Company and to stimulate the
active interest of the Grantee in the development and financial success of the Company. 
 NOW THEREFORE, the Company
awards the restricted shares of Common Stock (“Restricted Stock”) to the Grantee, subject to the following terms and conditions of this Award: 
 1. Grant of Restricted Stock. Subject to the terms and conditions contained herein, including, but not limited to, the restrictions in Sections 3 and 4 of this Award, the Company hereby grants to
the Grantee an award of          shares of Restricted Stock under the Plan. Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in the Plan. 

2. Issuance of Restricted Stock. As of the Grant Date, as determined by the Committee, the shares of Restricted Stock will be
(i) registered in a book entry account (“Account”) in the name of the Grantee or (ii) evidenced by the issuance of stock certificates, which certificates will be registered in the name of the Grantee and will bear
an appropriate legend referring to the terms, conditions, and restrictions applicable to the Restricted Stock, substantially in the following form: 
 The transferability of this certificate and the shares of Common Stock represented hereby are subject to the terms, conditions and restrictions (including forfeiture) contained in the Restricted Stock
Award Agreement, effective as of                     , between Dril-Quip, Inc. and the registered owner hereof. Copies of such Award Agreement are on
file in the offices of Dril-Quip, Inc., 13550 Hempstead Hwy., Houston, TX 77040. 
 Any certificates issued that evidence the shares of
Restricted Stock shall be held in custody by the Company or, if specified by the Committee, by a third party custodian or trustee, until the restrictions on such shares shall have lapsed, and, as a condition of this Award, the Grantee shall deliver
a stock power, duly endorsed in blank, relating to the shares of Restricted Stock. The Restricted Stock will constitute issued and outstanding shares of Common Stock for all corporate purposes. 






 3. Transfer Restrictions. Except as expressly provided herein, the shares of
Restricted Stock are non-transferable and may not otherwise be assigned, pledged, hypothecated or otherwise disposed of and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon
the levy of any such process, the award provided for herein shall immediately become null and void, and the shares of Restricted Stock shall be immediately forfeited to the Company. 

4. Restrictions. 
 (a) Except as provided in Section 4(b) below, the restrictions on the shares of Restricted Stock shall lapse, and the shares shall vest, in the following percentages on the following vesting dates:

  

	 	(i)	33 1/3% on the first anniversary of the Grant Date; 

  

	 	(ii)	33 1/3% on the second anniversary of the Grant Date; and 

  

	 	(iii)	33 1/3% on the third anniversary of the Grant Date; 

 provided, however, that the Grantee is continuously employed by the Company or a Subsidiary from the Grant Date through each of the above vesting dates. Any fractional shares shall be rounded-up to
the next whole share (not to exceed the total number of shares of Restricted Stock granted under this Award). If the Grantee does not remain continuously employed by the Company or a Subsidiary until the vesting dates specified above, then all
shares of then outstanding Restricted Stock shall be forfeited immediately after termination of the Grantee’s employment. 

(b) Notwithstanding the limitations set forth in Section 4(a) above, the Restricted Stock shall become fully vested and exercisable
and the restrictions shall lapse as of the date of the occurrence of a Change of Control; provided, however, that the Grantee has been in continuous employment with the Company or a Subsidiary at all time since the Grant Date. For the
purposes of this Award, “Change of Control” shall mean (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in
response to any similar item or any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement; (ii) any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) shall have become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the
Company’s then outstanding voting securities; (iii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board in office immediately prior
to such transaction or event constitute less than a majority of the Board thereafter; or (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (including, for this purpose, any
new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board. 

  
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 5. Distribution Following Termination of Restrictions. As soon as administratively
feasible following the lapse of restrictions on the Restricted Stock in Section 4 of this Award, but no later than 30 days after such vesting occurs, and subject to the withholding referred to in Section 8, the Company will cause to be
removed from the Account the restrictions or, if requested in writing to the Committee, cause to be issued and delivered to the Grantee (in certificate or electronic form) shares of Common Stock equal to the number of shares of Restricted Stock that
have vested, less the amount of Common Stock withheld, if any (and provided that the Restricted Stock has not been forfeited prior to the date such restrictions lapsed). 
 6. Voting and Dividend Rights. During the period in which the restrictions provided herein are applicable to the Restricted Stock, the Grantee shall have the right to vote the shares of Restricted
Stock and to receive any cash dividends paid with respect thereto unless and until forfeiture thereof. Any dividend or distribution payable with respect to shares of Restricted Stock that shall be paid or distributed in shares of Common Stock shall
be subject to the same restrictions provided for herein, and the shares so paid or distributed shall be deemed Restricted Stock subject to all terms and conditions herein. Any dividend or distribution (other than cash or Common Stock) payable or
distributable on shares of Restricted Stock, unless otherwise determined by the Committee, shall be subject to the terms and conditions of this Award to the same extent and in the same manner as the Restricted Stock is subject; provided that the
Committee may make such modifications and additions to the terms and conditions (including restrictions on transfer and the conditions to the timing and degree of lapse of such restrictions) that shall become applicable to such dividend or
distribution as the Committee may provide in its absolute discretion. 
 7. Adjustments. As provided in Section 15
of the Plan, certain adjustments may be made to the Restricted Stock upon the occurrence of events or circumstances described in Section 15 of the Plan. Without limiting the generality of the foregoing, and except as otherwise provided in the
Plan, in the event of any merger, consolidation, reorganization, recapitalization, reclassification or other capital or corporate structure change of the Company, the securities or other consideration receivable for or in conversion of or exchange
for shares of Restricted Stock shall be subject to the terms and conditions of this Award to the same extent and in the same manner as the Restricted Stock is subject; provided that the Committee may make such modifications and additions to the
terms and conditions (including restrictions on transfer and the conditions to the timing and degree of lapse of such restrictions) that shall become applicable to the securities or other consideration so receivable as the Committee may provide in
its absolute discretion. 
 8. Tax Withholding. The obligation of the Company to issue and deliver to the Grantee (in
certificate or electronic form) shares of Common Stock as provided in Section 5 hereof shall be subject to the receipt by the Company from the Grantee of any withholding taxes required as a result of the award of the Restricted Stock or lapsing
of restrictions thereon. Unless the Committee or the Board shall determine otherwise at any time after the date hereof, the Grantee may satisfy all or part of such withholding tax requirement by electing to sell to the


  
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Company a designated number of unrestricted shares of Common Stock held by the Grantee at a price per share equal to the Fair Market Value of such shares, provided that the aggregate value of the
shares sold does not exceed the minimum required tax withholding obligation. 
 9. Incorporation of Plan Provisions. This
Award and the award of Restricted Stock hereunder are made pursuant to the Plan and are subject to all of the terms and provisions of the Plan as if the same were fully set forth herein. In the event that any provision of this Award conflicts with
the Plan, the provisions of the Plan shall control. The Grantee acknowledges receipt of a copy of the Plan and agrees that all decisions under and interpretations of the Plan by the Committee shall be final, binding and conclusive upon the Grantee.

 10. No Rights to Employment. Nothing contained in this Award shall confer upon the Grantee any right to continued
employment by the Company or any Subsidiary of the Company, or limit in any way the right of the Company or any Subsidiary to terminate or modify the terms of the Grantee’s employment at any time. 

11. Notice. Unless the Company notifies the Grantee in writing of a different procedure, any notice or other communication to the
Company with respect to this Award shall be in writing and shall be delivered personally or sent by first class mail, postage prepaid to the following address: 
 Dril-Quip, Inc. 
 13550 Hempstead Hwy. 

Houston, Texas 77040 
 Attn: Corporate Secretary 
 Any notice or other communication to the Grantee with
respect to this Award shall be in writing and shall be delivered personally, or shall be sent by first class mail, postage prepaid, to the Grantee’s address as listed in the records of the Company on the Grant Date, unless the Company has
received written notification from the Grantee of a change of address. 
 12. Miscellaneous. 

(a) THIS AWARD SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE
PRINCIPLES OF CONFLICT OF LAWS. 
 (b) This Award shall be binding upon and inure to the benefit of the Company and its
successors and assigns. 
 (c) The granting of this Award shall not give the Grantee any rights to similar grants in future
years. 
 (d) If any term or provision of this Award should be invalid or unenforceable, such provision shall be severed from
this Award, and all other terms and provisions hereof shall remain in full force and effect. 

  
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 (e) This Award, including the relevant provisions of the Plan, constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, with respect to the subject hereof. This Award may not be amended, except by an instrument in
writing signed by the Company and the Grantee. 
 (f) This Award may be executed in one or more counterparts, each of which
shall be an original, but all of which together shall constitute one and the same instrument. 
  

			
	DRIL-QUIP, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	 The Grantee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts
 this Award subject to all of the terms and provisions hereof and thereof.

 
 GRANTEE

		
		 	 
		 	Name



  
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