Exhibit 10.1
AMENDMENT NO. 1
TO
2004 INCENTIVE PLAN
OF
DRIL-QUIP, INC.
WHEREAS, Dril-Quip, Inc., a Delaware corporation (the “Company”), established the 2004 Incentive Plan of Dril-Quip, Inc. (as amended and restated, the “Plan”) on March 18, 2004 and amended and restated the Plan effective as of December 31, 2008; and
WHEREAS, the Board of Directors of the Company has determined that certain amendments to the Plan to reflect changes to share numbers resulting from the Company’s two-for-one stock split in October 2006 are appropriate and in the best interests of the Company and its stockholders;
NOW, THEREFORE, the Company does hereby amend the Plan as follows:
| 1. | Paragraph 5 of the Plan is hereby amended to change each of the references to “1,348,147” to “2,696,294.” |
| 2. | Paragraph 8(b)(i) of the Plan is hereby amended to change the reference to “300,000” to “600,000.” |
| 3. | Paragraph 8(b)(ii) of the Plan is hereby amended to change the reference to “10,000” to “20,000.” |
| 4. | Except as expressly modified and amended herein, all of the terms and conditions of the Plan shall remain in full force and effect. |
IN WITNESS WHEREOF, the Company has executed and delivered this Amendment No. 1 as of the 7th day of May, 2009.
| By: | /s/ Gary D. Smith | |
Name: Title: | Gary D. Smith Co-Chief Executive Officer and Co-Chairman of the Board | |