Exhibit 10.17
2017 OMNIBUS INCENTIVE PLAN OF DRIL-QUIP, INC.
RESTRICTED STOCK AWARD AGREEMENT
(Senior Management)
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award”) is made as of October 28, 2022 (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 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (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:
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. 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.
(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.
(i) “Cause” shall have the meaning ascribed to such term in any written employment, services, severance or similar agreement between the Company and the Grantee, or, in the absence of any such agreement or use of such term in such agreement, shall mean (A) the commission of a felony or any other crime by the Grantee involving intentional and actual fraud, dishonesty or breach of trust; (B) willful misconduct or gross negligence with respect to the Grantee’s performance of his or her duties for the Company, including the duties set forth in any employment, services or similar agreement (other than such failure resulting from incapacity due to physical or mental illness or injury); (C) conduct by the Grantee bringing the Company or its affiliates into material public disgrace; or (D) material failure to perform duties of the office held by the Grantee as reasonably directed in writing by the Grantee’s supervisor (other than such failure resulting from incapacity due to physical or mental illness or injury).
(ii) “Change of Control Period” shall mean the period commencing on the occurrence of a Change of Control and ending on the second anniversary of such date.
(iii) “Good Reason” shall have the meaning ascribed to such term in any written employment, services, severance or similar agreement between the Company and the Grantee, or, in the absence of any such agreement or use of such term in such agreement, shall mean any of the following (without the Grantee’s written consent): (A) a material diminution in the Grantee’s position (including offices, titles and
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reporting requirements), authority, duties or responsibilities, including the Grantee’s failure to serve in the same office of any successor entity or the parent of any successor entity following a Change of Control; or (B) any material failure by the Company to comply with any of the provisions of any employment, services or similar agreement between the Grantee and the Company; or (C) the Company’s requiring the Grantee to be based at any office located more than 50 miles from Grantee’s primary work location immediately prior to such Change of Control. Notwithstanding the foregoing, Good Reason shall cease to exist under this Award unless (i) within 60 days of Grantee’s knowledge of the initial existence of the condition or conditions giving rise to Good Reason the Grantee provides written notice to the Company of the existence of such condition or conditions, (ii) the Company fails to remedy such condition or conditions within 30 days following the receipt of such written notice (the “Cure Period”); (iii) if any such condition is not remedied within such Cure Period, the Grantee terminates employment within 10 business days following expiration of such Cure Period.
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Dril-Quip, Inc.
6401 N. Eldridge Parkway
Houston, Texas 77041
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, 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, or shall be sent to the Grantee’s e-mail address specified in the Company’s records.
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[Signature Page Follows]
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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]