EXECUTIVE NONSTATORY STOCK OPTION AGREEMENT
AGREEMENT made as of 11th day of February 2002, between OIL STATES INTERNATIONAL, INC., a
Delaware corporation (the "Company"), and Douglas E. Swanson ("Executive").
To carry out the purposes of the 2001 EQUITY PARTICIPATION PLAN OF OIL STATES
INTERNATIONAL, INC. (the "Plan"), by affording Executive the opportunity to purchase shares of the
common stock of the Company, par value $.01 per share ("Stock"), and in consideration of the mutual
agreements and other matters set forth herein and in the Plan, the Company and Executive hereby agree as
1. GRANT OF OPTION. The Company hereby irrevocably grants to Executive the right and option ("Option")
to purchase all or any part of an aggregate of 100,000 shares of Stock, on the terms and conditions set forth
herein and in the Plan, which Plan is incorporated herein by reference as a part of this Agreement. In the event of
any conflict between the terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used but
not defined in this Agreement shall have the meaning attributed to such terms in the Plan, unless the context
requires otherwise. This Option shall not be treated as an incentive stock option, within the meaning of section
422(b) of the Internal Revenue Code of 1986, as amended (the "Code").
2. PURCHASE PRICE. The purchase price of Stock purchased pursuant to the exercise of this Option shall be
$8.00 per share, which has been determined to be not less than the fair market value of the Stock at the date of
grant of this Option. For all purposes of this Agreement, fair market value of Stock shall be determined in
accordance with the provisions of the Plan.
3. FORFEITURE OF OPTIONS.
(a) All or a portion of this Option shall be subject to forfeiture, effective as of January 31, 2003, based on the
Company's Overall Score Ranking as of January 31, 2003, in accordance with the following schedule:
Notwithstanding the forfeiture schedule provided abov