exv10w1



 







EXHIBIT 10.1









INDEMNIFICATION AGREEMENT




     THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is effective as of February 17, 2005,
by and among Cameron International Corporation, a Delaware corporation (“Cameron”), and Mr. Peter
J. Fluor (the “Indemnitee”).



     WHEREAS, the Indemnitee has been asked to serve on the Board of Directors of Cameron (the
“Board”);



     WHEREAS, it is reasonable, prudent and necessary for Cameron contractually to obligate itself
to indemnify persons serving as directors of Cameron to the fullest extent permitted by applicable
law so that they will serve or continue to serve as directors of Cameron free from undue concern
that they will not be so indemnified;



     WHEREAS, the Indemnitee is willing to serve and continue to serve on the Board on the
condition that he be so indemnified; and



     WHEREAS, to the extent permitted by law, this Agreement is a supplement to and in furtherance
of the provisions of the Amended and Restated Certificate of Incorporation of Cameron (the
“Certificate”) and the provisions of the Bylaws of Cameron (the “Bylaws”) or resolutions adopted
pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any
rights of the Indemnitee thereunder;



     NOW THEREFORE, in consideration of the premises and the covenants contained herein, Cameron
and the Indemnitee do hereby covenant and agree as follows:



     Section 1. Services by the Indemnitee. The Indemnitee agrees to continue to serve at the
request of Cameron as a director of Cameron (including, without limitation, service on one or more
committees of the Board). Notwithstanding the foregoing, the Indemnitee may at any time and for
any reason resign from any such position.



     Section 2. Indemnification — General. Cameron shall indemnify, and advance Expenses (as
hereinafter defined) to, the Indemnitee as provided in this Agreement and to the fullest extent
permitted by applicable law in effect on the date hereof and to such greater extent as applicable
law may thereafter from time to time permit. The rights of the Indemnitee provided under the
preceding sentence shall include, but shall not be limited to, the rights set forth in the other
Sections of this Agreement.



     Section 3. Proceedings Other Than Proceedings by or in the Right of Cameron. The Indemnitee
shall be entitled to the rights of indemnification provided in this Section 3 if, by reason
of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to or
participant in any threatened, pending or completed Proceeding (as hereinafter defined),



 









 




other than a Proceeding by or in the right of Cameron. Pursuant to this Section 3,
Cameron shall indemnify the Indemnitee against Expenses, judgments, penalties, fines and amounts
paid in settlement (as and to the extent permitted hereunder) actually and reasonably incurred by
him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if
he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of Cameron, and, with respect to any criminal Proceeding, if he also had no reasonable
cause to believe his conduct was unlawful.




     Section 4. Proceedings by or in the Right of Cameron. The Indemnitee shall be entitled to the
rights of indemnification provided in this Section 4 if, by reason of his Corporate Status,
he is, or is threatened to be made, a party to or participant in any threatened, pending or
completed Proceeding brought by or in the right of Cameron to procure a judgment in its favor.
Pursuant to this Section 4, Cameron shall indemnify the Indemnitee against Expenses
actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of Cameron. Notwithstanding the foregoing, no indemnification against such Expenses
shall be made in respect of any claim, issue or matter in such Proceeding as to which the
Indemnitee shall have been adjudged to be liable to Cameron or if applicable law prohibits such
indemnification; provided, however, that if applicable law so permits,
indemnification against Expenses shall nevertheless be made by Cameron in such event if and to the
extent that the court in which such Proceeding shall have been brought or is pending, shall so
determine.




	 	 	Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.





          (a) To the extent that the Indemnitee is, by reason of his Corporate Status, a party to and is
successful, on the merits or otherwise, in any Proceeding, Cameron shall indemnify the Indemnitee
against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith. If the Indemnitee is not wholly successful in defense of any Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, Cameron shall indemnify the Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with each such claim, issue or matter
as to which the Indemnitee is successful, on the merits or otherwise. For purposes of this
Section 5(a), the term “successful, on the merits or otherwise,” shall include, but shall
not be limited to, (i) the termination of any claim, issue or matter in a Proceeding by withdrawal
or dismissal, with or without prejudice, (ii) termination of any claim, issue or matter in a
Proceeding by any other means without any express finding of liability or guilt against the
Indemnitee, with or without prejudice, (iii) the expiration of 120 days after the making of a claim
or threat of a Proceeding without the institution of the same and without any promise or payment
made to induce a settlement or (iv) the settlement of any claim, issue or matter in a Proceeding
pursuant to which the Indemnitee pays less than $200,000. The provisions of this Section
5(a) are subject to Section 5(b) below.




          (b) In no event shall the Indemnitee be entitled to indemnification under Section 5(a)
above with respect to a claim, issue or matter to the extent (i) applicable law prohibits such
indemnification, or (ii) an admission is made by the Indemnitee in writing to Cameron or in such
Proceeding or a final, nonappealable determination is made in such

2









 








Proceeding that the standard of conduct required for indemnification under this Agreement has
not been met with respect to such claim, issue or matter.




     Section 6. Indemnification for Expenses as a Witness. Notwithstanding any provisions herein
to the contrary, to the extent that the Indemnitee is, by reason of his Corporate Status, a witness
in any Proceeding, Cameron shall indemnify the Indemnitee against all Expenses actually and
reasonably incurred by or on behalf of the Indemnitee in connection therewith.



     Section 7. Advancement of Expenses. Cameron shall advance all reasonable Expenses incurred by
or on behalf of the Indemnitee in connection with any Proceeding within 10 days after the receipt
by Cameron of a statement or statements from the Indemnitee requesting such advance or advances
from time to time, whether prior to or after the final disposition of such Proceeding. Such
statement or statements shall reasonably evidence the Expenses incurred by or on behalf of the
Indemnitee. The Indemnitee hereby expressly undertakes to repay such amounts advanced only if, and
to the extent that, it shall ultimately be determined by a final, non-appealable adjudication or
arbitration decision that the Indemnitee is not entitled to be indemnified against such Expenses.
All amounts advanced to the Indemnitee by Cameron pursuant to this Section 7 shall be
without interest. Cameron shall make all advances pursuant to this Section 7 without
regard to the financial ability of the Indemnitee to make repayment, without bond or other security
and without regard to the prospect of whether the Indemnitee may ultimately be found to be entitled
to indemnification under the provisions of this Agreement. Any required reimbursement of Expenses
by the Indemnitee shall be made by the Indemnitee to Cameron within 10 days following the entry of
the final, non-appealable adjudication or arbitration decision pursuant to which it is determined
that the Indemnitee is not entitled to be indemnified against such Expenses.



     Section 8. Procedure for Determination of Entitlement to Indemnification.



          (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to Cameron a
written request therefor, along with such documentation and information as is reasonably available
to the Indemnitee and reasonably necessary to determine whether and to what extent the Indemnitee
is entitled to indemnification. The Secretary of Cameron shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that the Indemnitee has requested
indemnification.




          (b) Upon written request by the Indemnitee for indemnification pursuant to the first sentence
of Section 8(a) hereof, a determination, if required by applicable law, with respect to the
Indemnitee’s entitlement thereto shall be made in the specific case: (i) by the Board by a majority
vote of a quorum consisting of Disinterested Directors (as hereinafter defined); or (ii) if a
quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable,
such quorum of Disinterested Directors so directs, by Independent Counsel (as hereinafter defined),
as selected pursuant to Section 8(d), in a written opinion to the Board (which opinion may
be a “more likely than not” opinion), a copy of which shall be delivered to the Indemnitee. If it
is so determined that the Indemnitee is entitled to indemnification, Cameron shall make payment to
the Indemnitee within 10 days after such determination. The Indemnitee shall cooperate with the
Person or Persons making such

3









 








determination with respect to the Indemnitee’s entitlement to indemnification, including
providing to such Person or Persons upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably
available to the Indemnitee and reasonably necessary to such determination. Subject to the
provisions of Section 10 hereof, any costs or expenses (including reasonable attorneys’
fees and disbursements) incurred by the Indemnitee in so cooperating with the Person or Persons
making such determination shall be borne by Cameron, and Cameron hereby agrees to indemnify and
hold the Indemnitee harmless therefrom.




          (c) Notwithstanding the foregoing, if a Change of Control has occurred, the Indemnitee may
require a determination with respect to the Indemnitee’s entitlement to indemnification to be made
by Independent Counsel, as selected pursuant to Section 8(d), in a written opinion to the
Board (which opinion may be a “more likely than not” opinion), a copy of which shall be delivered
to the Indemnitee.




          (d) In the event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 8(b) or (c) hereof, the Independent Counsel
shall be selected as provided in this Section 8(d). If a Change of Control shall not have
occurred, the Independent Counsel shall be selected by the Board (including a vote of a majority of
the Disinterested Directors if obtainable), and Cameron shall give written notice to the Indemnitee
advising him of the identity of the Independent Counsel so selected. If a Change of Control shall
have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee
shall request that such selection be made by the Board, in which event the preceding sentence shall
apply), and approved by Cameron (which approval shall not be unreasonably withheld). If (i) an
Independent Counsel is to make the determination of entitlement pursuant to Section 8(b) or
(c) hereof, and (ii) within 20 days after submission by the Indemnitee of a written request
for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been
selected, either Cameron or the Indemnitee may petition the appropriate court of the State (as
hereafter defined) or other court of competent jurisdiction for the appointment as Independent
Counsel of a Person selected by such court or by such other Person as such court shall designate.
Cameron shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to Section 8(b) or (c)
hereof, and Cameron shall pay all reasonable fees and expenses incident to the procedures of this
Section 8(d), regardless of the manner in which such Independent Counsel was selected or
appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to
Section 10(a)(iv) of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional
conduct then prevailing).




     Section 9. Presumptions and Effect of Certain Proceedings; Construction of Certain Phrases.



          (a) In making a determination with respect to whether the Indemnitee is entitled to
indemnification hereunder, the Reviewing Party making such determination shall presume that the
Indemnitee is entitled to indemnification under this Agreement if the Indemnitee has submitted a
request for indemnification in accordance with Section 8(a) of this

4









 








Agreement, and anyone seeking to overcome this presumption shall have the burden of proof and
the burden of persuasion, by clear and convincing evidence.




          (b) Subject to the terms of Section 16 below, the termination of any Proceeding or of
any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a
presumption that the Indemnitee did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of Cameron or, with respect to any criminal
Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful.




          (c) For purposes of any determination of the Indemnitee’s entitlement to indemnification under
this Agreement or otherwise, the Indemnitee shall be deemed to have acted in good faith and in a
manner he reasonably believe to be in or not opposed to the best interests of Cameron, and, with
respect to a criminal Proceeding, to have also had no reasonable cause to believe his conduct was
unlawful, if the Indemnitee’s action is based on the records or books of account of Cameron or
another enterprise, including financial statements, or on information supplied to the Indemnitee by
the officers of Cameron or another enterprise in the course of their duties, or on the advice of
legal or financial counsel for Cameron or the Board (or any committee thereof) or for another
enterprise or its board of directors (or any committee thereof), or on information or records given
or reports made by an independent certified public accountant or by an appraiser or other expert
selected by Cameron or the Board (or any committee thereof) or by another enterprise or its board
of directors (or any committee thereof). For purposes of this Section 9(c), the term
“another enterprise” means any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving
at the request of Cameron as a director, officer, employee or agent. The provisions of this
Section 9(c) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the applicable standard of
conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act,
of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of
Cameron shall not be imputed to the Indemnitee for purposes of determining the right to
indemnification under this Agreement. Whether or not the foregoing provisions of this Section
9(c) are satisfied, it shall in any event be presumed that the Indemnitee has acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best interests of
Cameron, and, with respect to a criminal Proceeding, that he also had no reasonable cause to
believe his conduct was unlawful. Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion, by clear and convincing evidence.




          (d) For purposes of this Agreement, references to “fines” shall include any excise taxes
assessed on the Indemnitee with respect to an employee benefit plan; references to “serving at the
request of Cameron” shall include, but shall not be limited to, any service as a director, officer,
employee or agent of Cameron which imposes duties on, or involves services by, the Indemnitee with
respect to an employee benefit plan, its participants or its beneficiaries; and if the Indemnitee
has acted in good faith and in a manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, he shall be deemed to

5









 








have acted in a manner “not opposed to the best interests of Cameron” as used in this
Agreement. The provisions of this Section 9(d) shall not be deemed to be exclusive or to
limit in any way the other circumstances in which the Indemnitee may be deemed or found to have met
the applicable standard of conduct set forth in this Agreement.




     Section 10. Remedies of the Indemnitee.



          (a) In the event that (i) a determination is made pursuant to Section 8 of this
Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (ii)
advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii)
the determination of entitlement to indemnification is to be made by the Board pursuant to
Section 8(b) of this Agreement and such determination shall not have been made and
delivered to the Indemnitee in writing within twenty (20) days after receipt by Cameron of the
request for indemnification, (iv) the determination of entitlement to indemnification is to be made
by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement and such
determination shall not have been made in a written opinion to the Board and a copy delivered to
the Indemnitee within forty-five (45) days after receipt by Cameron of the request for
indemnification, (v) payment of indemnification is not made pursuant to Section 6 of this
Agreement within 10 days after receipt by Cameron of a written request therefor or (vi) payment of
indemnification is not made within 10 days after a determination has been made that the Indemnitee
is entitled to indemnification or such determination is deemed to have been made pursuant to
Section 8 or 9 of this Agreement, the Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of his entitlement to such indemnification or
advancement of Expenses. Alternatively, the Indemnitee, at his sole option, may seek an award in
arbitration to be conducted by a single arbitrator pursuant to the rules of the American
Arbitration Association. The Indemnitee shall commence such Proceeding seeking an adjudication or
an award in arbitration within 180 days following the date on which the Indemnitee first has the
right to commence such Proceeding pursuant to this Section 10(a); provided,
however, that the foregoing clause shall not apply in respect of a Proceeding brought by
the Indemnitee to enforce his rights under Section 5 of this Agreement.




          (b) In the event that a determination is made pursuant to Section 8 of this Agreement
that the Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial
or a de novo arbitration (as applicable) on the merits, and the Indemnitee shall not be prejudiced
by reason of that adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Section 10, Cameron shall have the burden of proving that the Indemnitee
is not entitled to indemnification, and Cameron shall be precluded from referring to or offering
into evidence a determination made pursuant to Section 8 of this Agreement that is adverse
to the Indemnitee’s right to indemnification. If the Indemnitee commences a judicial proceeding or
arbitration pursuant to this Section 10, the Indemnitee shall not be required to reimburse
Cameron for any advances pursuant to Section 7 until a final determination is made with
respect to the Indemnitee’s entitlement to indemnification (as to which rights of appeal have been
exhausted or lapsed).




          (c) If a determination is made or deemed to have been made pursuant to Section 8 or
9 of this Agreement that the Indemnitee is entitled to indemnification, Cameron

6









 








shall be bound by such determination in any judicial proceeding or arbitration commenced
pursuant to this Section 10, absent (i) a misstatement by the Indemnitee of a material
fact, or an omission by the Indemnitee of a material fact necessary to make the Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law.




          (d) Cameron shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 that the procedures and presumptions of this
Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator that Cameron is bound by all of the provisions of this Agreement.




          (e) In the event that the Indemnitee, pursuant to this Section 10, seeks a judicial
adjudication or an award in arbitration to enforce his rights under, or to recover damages for
breach of, this Agreement, the Indemnitee shall be entitled to recover from Cameron, and shall be
indemnified by Cameron against, any and all Expenses actually and reasonably incurred by him in
such judicial adjudication or arbitration, unless the court or arbitrator determines that each of
the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous. In the event
that a Proceeding is commenced by or in the right of Cameron against the Indemnitee to enforce or
interpret any of the terms of this Agreement, the Indemnitee shall be entitled to recover from
Cameron, and shall be indemnified by Cameron against, any and all Expenses actually and reasonably
incurred by him in such Proceeding (including with respect to any counter-claims or cross-claims
made by the Indemnitee against Cameron in such Proceeding), unless the court or arbitrator
determines that each of the Indemnitee’s material defenses in such Proceeding were made in bad
faith or were frivolous.




          (f) Any judicial adjudication or arbitration determined under this Section 10 shall be
final and binding on the parties.




     Section 11. Defense of Certain Proceedings. In the event Cameron shall be obligated under
this Agreement to pay the Expenses of any Proceeding against the Indemnitee in which Cameron is a
co-defendant with the Indemnitee, Cameron shall be entitled to assume the defense of such
Proceeding, with counsel approved by the Indemnitee, which approval shall not be unreasonably
withheld, upon the delivery to the Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by the Indemnitee and the retention of such
counsel by Cameron, the Indemnitee shall nevertheless be entitled to employ or continue to employ
his own counsel in such Proceeding. Employment of such counsel by the Indemnitee shall be at the
cost and expense of Cameron unless and until Cameron shall have demonstrated to the reasonable
satisfaction of the Indemnitee and the Indemnitee’s counsel that there is complete identity of
issues and defenses and no conflict of interest between Cameron and the Indemnitee in such
Proceeding, after which time further employment of such counsel by the Indemnitee shall be at the
cost and expense of the Indemnitee. In all events, if Cameron shall not, in fact, have timely
employed counsel to assume the defense of such Proceeding, then the fees and Expenses of the
Indemnitee’s counsel shall be at the cost and expense of Cameron.



     Section 12. Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding
any other provision of this Agreement, the Indemnitee shall not be entitled to



7









 




indemnification or advancement of Expenses under this Agreement with respect to any
Proceeding, or any claim therein, brought or made by the Indemnitee against:




          (a) Cameron, except for (i) any claim or Proceeding in respect of this Agreement and/or the
Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or enforce a right to
indemnification under any statute or law and (iii) any counter-claim or cross-claim brought or made
by him against Cameron in any Proceeding brought by or in the right of Cameron against him; or




          (b) any other Person, except for Proceedings or claims approved by the Board.




     Section 13. Contribution.



          (a) If, with respect to any Proceeding, the indemnification provided for in this Agreement is
held by a court of competent jurisdiction to be unavailable to the Indemnitee for any reason other
than that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of Cameron or, with respect to a criminal Proceeding, that the
Indemnitee had reasonable cause to believe his conduct was unlawful, Cameron shall contribute to
the amount of Expenses, judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by the Indemnitee or on his behalf in connection with such Proceeding or any
claim, issue or matter therein in such proportion as is appropriate to reflect the relative
benefits received by the Indemnitee and the relative fault of the Indemnitee versus the other
defendants or participants in connection with the action or inaction which resulted in such
Expenses, judgments, penalties, fines and amounts paid in settlement, as well as any other relevant
equitable considerations.




          (b) Cameron and the Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 13 were determined by pro rata or per capita allocation or by any
other method of allocation which does not take into account the equitable considerations referred
to in Section 13(a) above.




          (c) No Person found guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act of 1933) shall be entitled to contribution from any Person who was not
found guilty of such fraudulent misrepresentation.




     Section 14. Officer and Director Liability Insurance.



          (a) Cameron shall use all commercially reasonable efforts to obtain and maintain in effect
during the entire period for which Cameron is obligated to indemnify the Indemnitee under this
Agreement, one or more policies of insurance with reputable insurance companies to provide the
directors and officers of Cameron with coverage for losses from wrongful acts and omissions and to
ensure Cameron’s performance of its indemnification obligations under this Agreement. In all such
insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide the
Indemnitee with the same rights and benefits as are accorded to the most favorably insured of
Cameron’s directors and officers. Notwithstanding the foregoing, Cameron shall have no obligation
to obtain or maintain such insurance if Cameron determines in good faith that the Indemnitee is
covered by such insurance maintained by a subsidiary or parent of Cameron.




8









 








          (b) To the extent that Cameron maintains an insurance policy or policies providing liability
insurance for directors or officers of any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise which the Indemnitee
serves at the request of Cameron, the Indemnitee shall be named as an insured under and shall be
covered by such policy or policies in accordance with its or their terms to the maximum extent of
the coverage available for the most favorably insured director or officer under such policy or
policies.




          (c) In the event that Cameron is a named insured under any policy or policies of insurance
referenced in either Section 14(a) or (b) above, Cameron hereby covenants and
agrees that it will not settle any claims or Proceedings that may be covered by such policy or
policies of insurance and in which the Indemnitee has or may incur Expenses, judgments, penalties,
fines or amounts paid in settlement without the prior written consent of the Indemnitee.




     Section 15. Security. Upon reasonable request by the Indemnitee, Cameron shall provide
security to the Indemnitee for Cameron’s obligations hereunder through an irrevocable bank letter
of credit, funded trust or other similar collateral. Any such security, once provided to the
Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee,
which consent may be granted or withheld at the Indemnitee’s sole and absolute discretion.



     Section 16. Settlement of Claims. Cameron shall not be liable to indemnify the Indemnitee
under this Agreement for any amounts paid in settlement of any Proceeding effected without
Cameron’s written consent, which consent shall not be unreasonably withheld.



     Section 17. Duration of Agreement. This Agreement shall be unaffected by the termination of
the Corporate Status of the Indemnitee and shall continue for so long as the Indemnitee may have
any liability or potential liability by virtue of his Corporate Status, including, without
limitation, the final termination of all pending Proceedings in respect of which the Indemnitee is
granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding
commenced by the Indemnitee pursuant to Section 10 of this Agreement relating thereto,
whether or not he is acting or serving in such capacity at the time any liability or Expense is
incurred for which indemnification can be provided under this Agreement. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties hereto and their
respective successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of Cameron),
assigns, spouses, heirs, executors and personal and legal representatives.



     Section 18. Remedies of Cameron. Cameron hereby covenants and agrees to submit any and all
disputes relating to this Agreement that the parties are unable to resolve between themselves to
binding arbitration pursuant to the rules of the American Arbitration Association and waives all
rights to judicial adjudication of any matter or dispute relating to this Agreement except where
judicial adjudication is requested or required by the Indemnitee.



     Section 19. Covenant Not to Sue, Limitation of Actions and Release of Claims. No legal action
shall be brought and no cause of action shall be asserted by or on behalf of Cameron (or any of its
subsidiaries) against the Indemnitee, his spouse, heirs, executors, personal



9









 




representatives or administrators after the expiration of two (2) years from the date on which
the Corporate Status of the Indemnitee is terminated (for any reason), and any claim or cause of
action of Cameron (or any of its subsidiaries) shall be extinguished and deemed released unless
asserted by filing of a legal action within such two-year period; provided,
however, that the foregoing shall not apply to any action or cause of action brought or
asserted by Cameron pursuant to or in respect of this Agreement and shall not constitute a waiver
or release of any of Cameron’s rights under this Agreement.




     Section 20. Limitation of Liability. Notwithstanding any other provision of this Agreement,
neither party shall have any liability to the other for, and neither party shall be entitled to
recover from the other, any consequential, special, punitive, multiple or exemplary damages as a
result of a breach of this Agreement.



     Section 21. Subrogation. In the event of any payment under this Agreement, Cameron shall be
subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who
shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable Cameron to bring suit to enforce such
rights.



     Section 22. No Multiple Recovery. Cameron shall not be liable under this Agreement to make
any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee
has otherwise actually received such payment under any insurance policy, contract, agreement or
otherwise.



     Section 23. Definitions. For purposes of this Agreement:



          (a) “Affiliate” means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person. For purposes
hereof, “control” (including, with correlative meaning, the terms “controlling”, “controlled by”
and “under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of management and policies of such Person, by contract or otherwise.




          (b) “Change of Control” shall mean a change in control of Cameron occurring after the
date of this Agreement of a nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or
form) promulgated under the Exchange Act, whether or not Cameron is then subject to such reporting
requirement. Without limiting the foregoing, such a Change in Control shall be deemed to have
occurred if, after the date of this Agreement, (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities of Cameron representing
20% or more of the combined voting power of Cameron’s then outstanding securities entitled to vote
generally in the election of directors without the prior approval of at least two-thirds of the
members of the Board in office immediately prior to such person attaining such percentage interest;
(ii) Cameron is a party to a merger, consolidation, sale of assets or other reorganization, or a
proxy contest, as a consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of

10









 








the Board thereafter; (iii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board (including for this purpose any new director whose
election or nomination for election by Cameron’s shareholders was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board; or (iv) approval by
the shareholders of Cameron of a liquidation or dissolution of Cameron.




          (c) “Company” means Cooper Cameron Corporation, a Delaware corporation.




          (d) “Corporate Status” describes the status of an individual who is or was an officer
or director of Cameron, or is or was serving at the request of Cameron as an officer, director,
employee or agent of another corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise.




          (e) “Disinterested Director” means a director of Cameron who is not and was not a
party to, or otherwise involved in, the Proceeding for which indemnification is sought by the
Indemnitee.




          (f) “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          (g) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating or being or preparing to be a witness in a Proceeding.




          (h) “Independent Counsel” means a law firm or a member of a law firm that is
experienced in matters of corporation law and neither presently is, nor in the past five (5) years
has been, retained to represent: (i) Cameron or the Indemnitee in any matter material to either
such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any
Person who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either Cameron or the Indemnitee in an action to determine the
Indemnitee’s rights under this Agreement.




          (i) “Person” means a natural person, firm, partnership, joint venture, association,
corporation, company, limited liability company, trust, business trust, estate or other entity.




          (j) “Proceeding” includes any action, suit, arbitration, alternate dispute resolution
mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal,
administrative or investigative.




          (k) “State” means the State of Texas.




     Section 24. Non-Exclusivity. The Indemnitee’s rights of indemnification and to receive
advancement of Expenses as provided by this Agreement shall not be deemed exclusive



11









 




of any other rights to which the Indemnitee may at any time be entitled under applicable law,
the Certificate, the Bylaws, any agreement, a vote of stockholders, a resolution of directors or
otherwise.




     Section 25. Remedies Not Exclusive. No right or remedy herein conferred upon the Indemnitee
is intended to be exclusive of any other right or remedy, and every other right or remedy shall be
cumulative of and in addition to the rights and remedies given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy of
the Indemnitee hereunder or otherwise shall not be deemed an election of remedies on the part of
the Indemnitee and shall not prevent the concurrent assertion or employment of any other right or
remedy by the Indemnitee.



     Section 26. Changes in Law. In the event that a change in applicable law after the date of
this Agreement, whether by statute, rule or judicial decision, expands or otherwise increases the
right or ability of a Delaware corporation to indemnify a member of its board of directors or an
officer, the Indemnitee shall, by this Agreement, enjoy the greater benefits so afforded by such
change. In the event that a change in applicable law after the date of this Agreement, whether by
statute, rule or judicial decision, narrows or otherwise reduces the right or ability of a Delaware
corporation to indemnify a member of its board of directors or an officer, such change shall have
no effect on this Agreement or any of the Indemnitee’s rights hereunder, except and only to the
extent required by law.



     Section 27. Interpretation of Agreement. Cameron and the Indemnitee acknowledge and agree
that it is their intention that this Agreement be interpreted and enforced so as to provide
indemnification to the Indemnitee to the fullest extent now or hereafter permitted by law.



     Section 28. Severability. If any provision or provisions of this Agreement shall be held to
be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and
enforceability of the remaining provisions of this agreement (including, without limitation, each
portion of any Section of this Agreement containing any such provision held to be invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision or
provisions will be deemed reformed to the extent necessary to conform to applicable law and to give
maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision or provisions held invalid, illegal or unenforceable.



     Section 29. Governing Law; Jurisdiction and Venue; Specific Performance.



          (a) The parties agree that this Agreement shall be governed by, and construed and enforced in
accordance with, the internal laws of the State of Delaware without giving effect to any choice or
conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Delaware.




12









 








          (b) ANY “ACTION OR PROCEEDING” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR RELATING TO
THIS AGREEMENT SHALL BE FILED IN AND LITIGATED OR ARBITRATED SOLELY BEFORE THE COURTS LOCATED IN OR
ARBITRATORS SITTING IN HARRIS COUNTY IN THE STATE OF TEXAS, AND EACH PARTY TO THIS AGREEMENT: (i)
GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
ARBITRATORS AND VENUE THEREIN, AND WAIVES TO THE FULLEST EXTENT PROVIDED BY LAW ANY DEFENSE OR
OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS;” AND
(ii) GENERALLY AND UNCONDITIONALLY CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING
BY DELIVERY OF CERTIFIED OR REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE
NOTICE PROVISIONS OF THIS AGREEMENT. FOR PURPOSES OF THIS SECTION, THE TERM “ACTION OR PROCEEDING”
IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS, HEARINGS, ARBITRATIONS OR OTHER SIMILAR
PROCEEDINGS, INCLUDING APPEALS AND PETITIONS THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR
NON-GOVERNMENTAL, OR CIVIL OR CRIMINAL. THE FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE
GENERAL CONSENT TO SERVICE OF PROCESS IN THE STATE FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND
SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES TO THIS AGREEMENT.




          (c) Cameron acknowledges that the Indemnitee may, as a result of Cameron’s breach of its
covenants and obligations under this Agreement, sustain immediate and long-term substantial and
irreparable injury and damage which cannot be reasonably or adequately compensated by damages at
law. Consequently, Cameron agrees that the Indemnitee shall be entitled, in the event of Cameron’s
breach or threatened breach of its covenants and obligations hereunder, to obtain equitable relief
from a court of competent jurisdiction, including enforcement of each provision of this Agreement
by specific performance and/or temporary, preliminary and/or permanent injunctions enforcing any of
the Indemnitee’s rights, requiring performance by Cameron, or enjoining any breach by Cameron, all
without proof of any actual damages that have been or may be caused to the Indemnitee by such
breach or threatened breach and without the posting of bond or other security in connection
therewith. Cameron waives the claim or defense therein that the Indemnitee has an adequate remedy
at law, and Cameron shall not allege or otherwise assert the legal position that any such remedy at
law exists. Cameron agrees and acknowledges that: (i) the terms of this Section 29(c) are
fair, reasonable and necessary to protect the legitimate interests of the Indemnitee; (ii) this
waiver is a material inducement to the Indemnitee to enter into the transactions contemplated
hereby; and (iii) the Indemnitee relied upon this waiver in entering into this Agreement and will
continue to rely on this waiver in its future dealings with Cameron. Cameron represents and
warrants that it has reviewed this provision with its legal counsel, and that it has knowingly and
voluntarily waived its rights referenced in this Section 29 following consultation with
such legal counsel.




     Section 30. Nondisclosure of Payments. Except as expressly required by Federal securities
laws, Cameron shall not disclose any payments under this Agreement without the prior written
consent of the Indemnitee. Any payments to the Indemnitee that must be disclosed shall,



13









 




unless otherwise required by law, be described only in Cameron proxy or information statements
relating to special and/or annual meetings of Cameron’s shareholders, and Cameron shall afford the
Indemnitee a reasonable opportunity to review all such disclosures and, if requested by the
Indemnitee, to explain in such statement any mitigating circumstances regarding the events
reported.




     Section 31. Notice by the Indemnitee. The Indemnitee agrees to promptly notify Cameron in
writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding or matter which may be subject to indemnification or
advancement of Expenses covered hereunder.



     Section 32. Notices. All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if (a) delivered by hand and received for
by the party to whom said notice or other communication shall have been directed, or (b) mailed by
U.S. certified or registered mail with postage prepaid, on the third business day after the date on
which it is so mailed: (i) If to Cameron: Cooper Cameron Corporation, 1333 West Loop South, Suite
1700, Houston, Texas 77027, Attention: President; and (ii) if to any other party hereto, including
the Indemnitee, to the address of such party set forth on the signature page hereof; or to such
other address as may have been furnished by any party to the other(s), in accordance with this
Section 32.



     Section 33. Modification and Waiver. No supplement, modification or amendment of this
Agreement or any provision hereof shall limit or restrict in any way any right of the Indemnitee
under this Agreement with respect to any action taken or omitted by the Indemnitee in his Corporate
Status prior to such supplement, modification or amendment. No supplement, modification or
amendment of this Agreement or any provision hereof shall be binding unless executed in writing by
both of Cameron and the Indemnitee. No waiver of any provision of this Agreement shall be deemed
or shall constitute a wavier of any other provision hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.



     Section 34. Headings. The headings of the Sections or paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction thereof.



     Section 35. Gender. Use of the masculine pronoun in this Agreement shall be deemed to include
usage of the feminine pronoun where appropriate.



     Section 36. Identical Counterparts. This Agreement may be executed in one or more
counterparts (whether by original, photocopy or facsimile signature), each of which shall for all
purposes be deemed to be an original, but all of which together shall constitute one and the same
Agreement. Only one such counterpart executed by the party against whom enforcement is sought must
be produced to evidence the existence of this Agreement.



14









 






     IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day
and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATTEST:	 	 	 	CAMERON INTERNATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ William C. Lemmer	 	 	 	By:  /s/ Sheldon R. Erikson	 	 
	 	 	  	 	 	 	  
	 	 
	Name:  William C. Lemmer	 	 	 	Name:	 	Sheldon R. Erikson	 	 
	Title:  VP, General Counsel & Secy.	 	 	 	Title:	 	 Chairman, President & CEO	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	INDEMNITEE	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	/s/ Peter J. Fluor	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Peter J. Fluor	 	 
	 	 	 	 	 	 	Address: Texas Crude Energy Inc.	 	 
	 

	 	 	 	 	 	 	 	    2803 Buffalo Speedway	 	 
	 

	 	 	 	 	 	 	 	    Houston, TX 77098	 	 







15