Amendment No. 1 to 2004 Incentive Plan of Dril-Quip, Inc.
Dril-Quip, Inc. has amended its 2004 Incentive Plan to update the number of shares available and certain award limits, reflecting changes from a two-for-one stock split in October 2006. The amendment increases the total shares and specific award limits under the plan. All other terms of the original plan remain unchanged. This amendment was executed by the company's Co-Chief Executive Officer and Co-Chairman of the Board on May 7, 2009.
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 | |
