Dril-Quip Inc Sample Contracts

EXHIBIT 1.1 5,000,000 Shares DRIL-QUIP, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • September 19th, 1997 • Dril-Quip Inc • Oil & gas field machinery & equipment • New York
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MERGING
Agreement and Plan of Merger • October 17th, 1997 • Dril-Quip Inc • Oil & gas field machinery & equipment
DRIL-QUIP, INC. and MELLON INVESTOR SERVICES LLC, Rights Agent Rights Agreement Dated as of November 24, 2008
Rights Agreement • November 25th, 2008 • Dril-Quip Inc • Oil & gas field machinery & equipment • New York

This Rights Agreement, dated as of November 24, 2008 (the “Agreement”), between Dril-Quip, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the “Rights Agent”),

AND
Rights Agreement • October 17th, 1997 • Dril-Quip Inc • Oil & gas field machinery & equipment • Delaware
AND
Credit Agreement • August 12th, 1997 • Dril-Quip Inc • Texas
ARTICLE I ---------
Credit Agreement • November 12th, 1999 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas
BETWEEN
Credit Agreement • August 14th, 2001 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas
EXHIBIT 10.5 CREDIT AGREEMENT BY AND BETWEEN BANK ONE, TEXAS, NATIONAL ASSOCIATION
Credit Agreement • August 12th, 1997 • Dril-Quip Inc • Texas
SECOND AMENDMENT TO CREDIT AGREEMENT between DRIL-QUIP, INC. and
Credit Agreement • May 15th, 2001 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas
PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • February 27th, 2018 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas

THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of February 23, 2018 by and among Dril-Quip, Inc., a Delaware corporation (the “Borrower”), TIW Corporation, a Texas corporation (“TIW”), Honing, Inc., a Texas corporation (“Honing”), and any additional entities which become parties to this Security Agreement by executing a Security Agreement Supplement hereto in substantially the form of Annex I (such additional entities, together with the Borrower, TIW and Honing, each a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) for the lenders party to the Credit Agreement referred to below.

EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2023 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of October 25, 2022 (the “Effective Date”) by and between DRIL-QUIP, INC. a Delaware corporation (the “Company”), and Donald M. Underwood (the “Executive”).

DRIL-QUIP, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 17th, 2005 • Dril-Quip Inc • Oil & gas field machinery & equipment • Delaware

This Indemnification Agreement (this “Agreement”), made and entered into as of the day of by and between Dril-Quip, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”),

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 20th, 2019 • Dril-Quip Inc • Oil & gas field machinery & equipment • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Award”) is made as of May 14, 2019 (the “Grant Date”), by and between Dril-Quip, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

EMPLOYMENT AGREEMENT (As Amended and Restated Effective as of December 31, 2009)
Employment Agreement • December 17th, 2009 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas

This AGREEMENT (the “Agreement”) by and between Dril-Quip, Inc., a Delaware corporation (the “Company”), and (the “Executive”), is made this day of , 2009 and shall become effective as of December 31, 2009 (the “Effective Date”). This Agreement amends, restates and supersedes that certain Employment Agreement (as previously amended and restated) between the Company and the Executive dated December 15, 2008, which became effective as of December 31, 2008.

OF DRIL-QUIP, INC. STANDARD NON-QUALIFIED STOCK OPTION AGREEMENT
2004 Incentive Plan • December 19th, 2008 • Dril-Quip Inc • Oil & gas field machinery & equipment • Delaware

THIS AGREEMENT (“Agreement”) is made as of the day of , 20 (the “Grant Date”), by and between Dril-Quip, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

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To: ________________________
2017 Omnibus Incentive Plan Of • February 23rd, 2022 • Dril-Quip Inc • Oil & gas field machinery & equipment

You have been selected as a recipient of performance units (“Performance Units”) under the 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (the “Plan”). This Award Agreement (“Agreement”) and the Plan together govern your rights and set forth all of the conditions and limitations affecting such rights. Terms used in this Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will supersede and replace the conflicting terms of this Agreement.

SECOND AMENDMENT TO CREDIT AGREEMENT BETWEEN DRIL-QUIP, INC. AND GUARANTY BANK, FSB AS LENDER Effective as of May 16, 2003
Credit Agreement • August 8th, 2005 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas
RESTRICTED STOCK AWARD AGREEMENT (Senior Management)
Restricted Stock Award Agreement • March 1st, 2023 • Dril-Quip Inc • Oil & gas field machinery & equipment

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”).

FIRST AMENDMENT TO CREDIT AGREEMENT BETWEEN DRIL-QUIP, INC. AND GUARANTY BANK, FSB AS LENDER Effective as of November 19, 2001
Credit Agreement • August 8th, 2005 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is made and entered into effective as of November 19, 2001, between DRIL-QUIP, INC., a Delaware corporation, (the “Borrower”), and GUARANTY BANK, FSB, a federal savings bank (the “Lender”).

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
2004 Incentive Plan Of • August 6th, 2012 • Dril-Quip Inc • Oil & gas field machinery & equipment • Delaware

THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (this “Award”) is made as of May 10, 2012 (the “Grant Date”), by and between Dril-Quip, Inc., a Delaware corporation (the “Company”), and (the “Grantee”).

Dril-Quip, Inc. 13550 Hempstead Hwy. Houston, Texas 77040 Gentlemen:
Dril-Quip Inc • October 29th, 2004 • Oil & gas field machinery & equipment

In light of the current uncertainty surrounding stock option expensing, I hereby waive my right to receive an award of stock options in 2004 pursuant to Section 3.C of the Employment Agreement (the “Employment Agreement”) dated as of October 17, 1997 between myself and Dril-Quip, Inc. (the “Company”). Additionally, I hereby waive any right to terminate the Employment Agreement for Good Reason (as defined in the Employment Agreement) specifically caused by the Company’s failure to award such stock options in the year 2004 only. No other conditions or rights of the contract are waived and the right to receive an award of stock options is only waived for the year 2004.

To: ________________________
Omnibus Incentive Plan Of • February 27th, 2018 • Dril-Quip Inc • Oil & gas field machinery & equipment

You have been selected as a recipient of performance units (“Performance Units”) under the 2017 Omnibus Incentive Plan of Dril-Quip, Inc. (the “Plan”). This Award Agreement (“Agreement”) and the Plan together govern your rights and set forth all of the conditions and limitations affecting such rights. Terms used in this Agreement that are defined in the Plan will have the meanings ascribed to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s terms will supersede and replace the conflicting terms of this Agreement.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • February 27th, 2018 • Dril-Quip Inc • Oil & gas field machinery & equipment • New York

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”) is dated as of February 26, 2018 (the “Effective Date”) and amends the Rights Agreement, dated as of November 24, 2008 (the “Rights Agreement”), by and between Dril-Quip, Inc., a Delaware corporation (the “Company”), and Computershare Inc., a Delaware corporation, as successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC, a New Jersey limited liability company), as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined have the meaning(s) given to them in the Rights Agreement.

Dril-Quip, Inc. 13550 Hempstead Hwy. Houston, Texas 77040 Gentlemen:
Dril-Quip Inc • October 29th, 2004 • Oil & gas field machinery & equipment

In light of the current uncertainty surrounding stock option expensing, I hereby waive my right to receive an award of stock options in 2004 pursuant to Section 3.C of the Employment Agreement (the “Employment Agreement”) dated as of October 17, 1997 between myself and Dril-Quip, Inc. (the “Company”). Additionally, I hereby waive any right to terminate the Employment Agreement for Good Reason (as defined in the Employment Agreement) specifically caused by the Company’s failure to award such stock options in the year 2004 only. No other conditions or rights of the contract are waived and the right to receive an award of stock options is only waived for the year 2004.

THIRD AMENDMENT TO CREDIT AGREEMENT BETWEEN DRIL-QUIP, INC. AND GUARANTY BANK, FSB AS LENDER Effective as of June 1, 2005
Credit Agreement • August 8th, 2005 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas
Dril-Quip, Inc. 13550 Hempstead Hwy. Houston, Texas 77040 Gentlemen:
Dril-Quip Inc • October 29th, 2004 • Oil & gas field machinery & equipment

In light of the current uncertainty surrounding stock option expensing, I hereby waive my right to receive an award of stock options in 2004 pursuant to Section 3.C of the Employment Agreement (the “Employment Agreement”) dated as of October 17, 1997 between myself and Dril-Quip, Inc. (the “Company”). Additionally, I hereby waive any right to terminate the Employment Agreement for Good Reason (as defined in the Employment Agreement) specifically caused by the Company’s failure to award such stock options in the year 2004 only. No other conditions or rights of the contract are waived and the right to receive an award of stock options is only waived for the year 2004.

STOCK PURCHASE AGREEMENT by and between PEARCE INDUSTRIES, INC. as Seller and DRIL-QUIP, INC. as Buyer dated as of October 14, 2016
Stock Purchase Agreement • October 17th, 2016 • Dril-Quip Inc • Oil & gas field machinery & equipment • Texas

This Stock Purchase Agreement (this “Agreement”), dated as of October 14, 2016, is entered into by and between Pearce Industries, Inc., a Delaware corporation (“Seller”), and Dril-Quip, Inc., a Delaware corporation (“Buyer”).

DRIL-QUIP, INC. 3,000,000 Shares Common Stock ($0.01 par value per Share) UNDERWRITING AGREEMENT
Underwriting Agreement • December 20th, 2005 • Dril-Quip Inc • Oil & gas field machinery & equipment • New York
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