Change of Control Agreement, dated August 10, 2006, by and between Joseph H.
      Mongrain and Cameron International Corporation


     

    
      	 	 	 	
               Exhibit
                10.50

            


    

     

    


    August
      10, 2006

    


    


    


    Mr.
      Joseph H. Mongrain

    8522
      Burkhart Rd.

    Houston,
      TX  77055

    


    Dear
      Mr.
      Mongrain,

    


    Cameron
      International Corporation (the “Company”) considers the establishment and
      maintenance of a sound and vital management to be essential for the protection
      and enhancement of the best interests of the Company and its shareholders.
      The
      Company recognizes that, as is the case with many publicly-held corporations,
      the possibility of a Change of Control1 
      may
      arise and that such possibility, and the uncertainty and questions which it
      may
      raise among management, may result in the departure or distraction of management
      personnel to the detriment of the Company and its shareholders. Accordingly,
      the
      Board of Directors of the Company (the “Board”) has determined that appropriate
      steps should be taken to assure the Company of the continuation of your service
      and to reinforce and encourage the attention and dedication of members of the
      Company’s management to their assigned duties without distraction in
      circumstances arising from the possibility of a Change of Control. In particular
      the Board believes it important, should the Company or its shareholders receive
      a proposal for or notice of a Change of Control, or consider one itself, that
      you be able to assess and advise the Company whether such transaction would
      be
      or is in the best interests of the Company and its shareholders, and to take
      such other action regarding such transaction as the Board might determine to
      be
      appropriate without being influenced by the uncertainties of your own
      situation.

    


    In
      order
      to induce you to remain in the employ of the Company, this letter agreement
      (the
“Agreement”), prepared pursuant to authority granted by the Board, sets forth
      the compensation and severance benefits which the Company agrees will be
      provided to you should your employment with the Company be terminated in
      connection with a Change of Control under the circumstances described below,
      as
      well as certain other benefits which will be made available to you should you
      be
      employed by the Company on the Effective Date of a Change of Control.


    


    This
      Agreement shall remain in full force and effect for as long as you remain in
      your current position with the Company or any other position of equal or higher
      grade which has historically made its holder eligible for a Change of Control
      Agreement; provided, however, that this Agreement shall terminate and cease
      to
      be in full force and effect upon your giving notice of your intent to terminate
      your employment with the Company for any reason other than Good Reason, whether
      by retirement, early retirement, or otherwise. This
      Agreement supersedes any prior Agreement between you and the Company regarding
      the subject matter hereof.

    


    1. Termination
      in Connection with a Change of Control.

    


    (a) If
      there
      is a termination of your employment with the Company either by the Company
      without Cause or by you for Good Reason during the period between the Effective
      Date of a Change of Control and 2 years following the occurrence of the Change
      of Control (the “Effective Period”), and if such Effective Date occurs during
      the life of this Agreement, you shall be entitled to the following benefits,
      whether or not this Agreement has been cancelled prior to the time of your
      termination:

    


    
      	(i)  	
              all
                benefits conferred upon you by the Severance Package,
                and

            


    

    


    (ii) in
      addition, all benefits payable under the provisions either of the Company’s
      employee and executive Plans in which you are a participant immediately prior
      to
      the Effective Date, or of those plans in existence at the time of your
      Termination Date, whichever are more favorable to you, in accordance with the
      terms and conditions of such Plans or plans, such benefits to be paid under
      such
      Plans or plans and not under this Agreement.

    


    (b)  Notwithstanding
      the above, you shall not be entitled to any such benefits if your termination
      results from your death or disability, unless
      your
      death or disability occurs (i) during the Effective Period and (ii), with
      respect to the benefits conferred by the Severance Package only, after either
      it
      has been decided that you will be terminated without Cause during the Effective
      Period, or you have given notice of termination for Good Reason during the
      Effective Period.

    


    (c)  You
      shall
      not be required to mitigate the amount of any payment provided for in this
      Agreement by seeking other employment, nor shall the amount of any payment
      provided for in this Agreement be reduced by any compensation earned by you
      as
      the result of employment by another employer after any Termination
      Date.

    


    2. Procedures
      for Termination. 

    


    (a)
       If
      it is
      intended that your employment be terminated by you for Good Reason you shall
      transmit to the Company written notice setting forth the particulars upon which
      you base your determination that Good Reason exists and, only if the stated
      basis therefore is capable of being cured, requesting a cure within 10 days.
      Failing such a cure, a “final separation” shall then occur, and if such stated
      basis is not capable of cure by the Company, “final separation” shall occur
      co-extensive with delivery of the notice. For purposes of this Agreement, a
      “Termination Date” shall be deemed to have occurred upon the date of such “final
      separation”.

    


    (b) If
      it is
      intended that your employment be terminated by the Company without Cause, a
      “Termination Date” shall be deemed to have occurred upon the 30th
      day
      following the date of receipt of any notice so stating, or upon the date
      specified in the notice, whichever is later. If it is intended that your
      employment be terminated by the Company for Cause, if you contest such
      termination pursuant to any proceeding initiated pursuant to Section 6 hereof
      within 15 days of receipt of such notice, and it is ultimately determined that
      cause did not exist, then (anything else in the Agreement to the contrary
      notwithstanding) a “Termination Date” shall be deemed to have occurred upon the
      final resolution of such proceeding.

    


    3. LTIP
      Benefit Acceleration.
      Immediately upon an applicable Termination Date, all contingent compensation
      rights issued to you under the LTIP Plan, which are then (i) held by you, a
      member of your Immediate Family, or a partnership or limited liability company
      whose partners or shareholders are you and members of your Immediate Family,
      and
      (ii) outstanding, shall become vested, exercisable, distributable and
      unrestricted (any contrary provision in the LTIP Plan notwithstanding) whether
      or not you continue to be employed by the Company. You shall have the right
      immediately upon any written request by you to the Company, to (i) exercise
      all
      or any portion of all your options covered (including, at your sole election,
      any associated Tandem SAR) by the LTIP Plan and to have the underlying Shares
      issued to you, (ii) have issued to you on a non-forfeitable basis any or all
      Shares covered by Restricted Stock Awards held by you under the LTIP Plan,
      (iii)
      have issued to you any or all Performance Shares and/or Performance Units held
      by you in the LTIP Plan, (iv) exercise all or any portion of any LTIP Plan
      Freestanding SAR held by you, and (v) obtain the full benefit of any other
      contingent compensation rights to which you may be entitled under the LTIP
      Plan,
      in each case as though all applicable Performance Targets had been met or
      achieved at maximum levels for all Performance Periods (including those
      extending beyond the Effective Date) and any and all other LTIP Plan
      contingencies had been satisfied in full at the date of the Change of Control
      and the maximum possible benefits thereunder had been earned at the date of
      the
      Change of Control. 

    


    4. Conditional
      Share Purchase Obligation.

    


    (a) If
      a
      Change of Control occurs as a consequence of a tender offer or exchange offer
      (the “Tender Offer”), the Company shall, if requested by you, purchase from you
      (whether a Termination Date has occurred following the Change of Control) for
      cash on any business day selected by you upon not less than ten days’ notice to
      the Company, which day shall not be less than ten days following consummation
      of
      the Tender Offer nor more than three years after the Effective Date, up to
      that
      number of Shares which shall be equal to the product of (x) the number of Shares
      acquired by you upon exercise or distribution of any benefit under the Bonus
      Plan or LTIP Plan prior to consummation of the Tender Offer, multiplied by
      (y)
      the decimal equivalent of (I) the number of Shares accepted for purchase or
      exchange in the Tender Offer, divided by (II) the number of Shares timely and
      validly tendered pursuant to the Tender Offer. In the event the above obligation
      to purchase Shares occurs by reason of a cash tender offer or a combination
      cash
      tender offer and exchange offer, the cash price per share to be paid to you
      hereunder shall be equal to the highest price paid in cash pursuant to the
      Tender Offer. In the event such obligation occurs by reason of an exchange
      offer, the cash price per share to be paid to you hereunder shall be equal
      to
      the closing price, if traded on a stock exchange, or the average bid and asked
      prices, if traded in the over-the-counter market, of the security of the person
      so exchanged for the Shares (the “Exchange Security”) on the first day on which
      the Exchange Security could have been sold by you on such exchange or in the
      over-the-counter market, as the case may be, in a regular broker’s transaction
      had your Shares been tendered and accepted, multiplied by the number of Exchange
      Securities (or fraction thereof) issued in the Tender Offer for each Company
      Share; and

    


    (b) If
      a
      Change of Control occurs pursuant to a Tender Offer and (i) a merger,
      consolidation, reorganization, sale, spin-off, or purchase of assets under
      which
      all remaining outstanding Shares will be converted into or become exchangeable
      for cash, or for securities (“Merger Security”) issued or to be issued by the
      Person who made the Tender Offer (or a subsidiary or affiliate of such Person)
      is thereafter proposed to the Company or its shareholders, and (ii) such merger,
      consolidation, reorganization or purchase of assets occurs less than three
      years
      after the Effective Date, and (iii) the amounts of cash into which each Share
      would be converted if the transaction is effected wholly for cash, or the Merger
      Security Value (as defined below) if such transaction is effected wholly for
      Merger Securities, or the sum of the cash and the Merger Security Value if
      the
      Transaction is effected partly for cash and partly for Merger Securities, as
      the
      case may be, is less than 95% of the per share price that would have been paid
      by the Company for such portion of your Shares had you exercised your option
      to
      require the Company to purchase such Shares under Section 4(a) above, the
      Company shall pay you (whether or not a Termination Date has occurred following
      a Change of Control), an amount in cash equal to the difference between the
      aggregate price you would have received from the number of Shares the Company
      would have been required to purchase from you had you exercised such option
      under Section 4(a) and the amount of cash and/or the Merger Security Value
      received for the same number of Shares in such merger, consolidation,
      reorganization or purchase of assets. Such cash payment shall be made to you
      on
      a business day selected by you upon no less than ten-calendar days’ notice to
      the Company or its Successor (as hereinafter defined). For purposes of this
      Section 4(b), “Merger Security Value” shall mean the closing price, if traded on
      a stock exchange, or the average bid and asked prices if traded in the
      over-the-counter market, of the Merger Security on the first day on which the
      Merger Security could have been sold by you on such exchange or in the
      over-the-counter market, as the case may be, in a regular broker’s transaction,
      multiplied by the number of Merger Securities (or fraction thereof) for which
      each Share was exchangeable or into which each Share was convertible. If no
      public market develops for the Merger Security within 30 days from the date
      of
      its issue, however, “Merger Security Value” shall mean the fair market value of
      such Merger Security (on a per unit basis in the written opinion of a nationally
      recognized investment banking firm acceptable to you) on the effective date
      of
      the merger, consolidation, reorganization or purchase of assets, as the case
      may
      be, multiplied by the number of Merger Securities (or fraction thereof) for
      which each Share was exchangeable or into which each Share was
      convertible.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    5. Excise
      Tax.
      

    


    (a) Any
      other
      provision of this Agreement to the contrary notwithstanding, if any payment
      in
      the nature of compensation to be paid or provided to you under this Agreement
      or
      otherwise is considered to be a “parachute payment” within the meaning of
      Section 280G(b) of the Code, the Company shall pay to you an additional amount
      (hereinafter referred to as the “Excise Tax Premium”). The Excise Tax Premium
      shall be equal to the excise tax determined under Code Section 4999 attributable
      to the total amount of payments received by you. The Excise Tax Premium shall
      also include any amount attributable to excise tax on the Excise Tax Premium.
      The Company shall also pay to you an additional amount (the “Additional Amount”)
      such that the net amount received by you, after paying any applicable Excise
      Tax
      Premium and any federal or state income, excise or other tax on such additional
      amount, shall be equal to the amount that you would have received if such Excise
      Tax Premium were not applicable. You shall be deemed to pay income taxes at
      all
      relevant times at the highest marginal rate of income taxation in effect in
      your
      taxing jurisdiction. The Additional Amount shall include any amount attributable
      to income, excise or other tax on the Additional Amount.

    


    (b) Not
      later
      than 30 days following any payment in the nature of compensation described
      herein, the independent public accountants acting as auditors for the Company
      on
      the date of the transaction constituting the change of control within the
      meaning of Code Section 280G (or another accounting firm designated by you)
      shall determine whether the sum of the present value of any “parachute payments”
payable under this Agreement or otherwise and the present value of any other
      “parachute payments” received by you upon or after any such change of control is
      in excess of the amount you can receive without causing you to be subject to
      an
      excise tax with respect to such amount on account of Code Section 4999, and
      shall determine the amount of any Excise Tax Premium and Additional Amount
      payable to you. The Excise Tax Premium and Additional Amount shall be paid
      to
      you as soon as practicable but in no event later than the time when the tax
      payment is due, including by way of withholding, and shall be net of any amounts
      required to be withheld for taxes.

    


    (c) For
      purposes of this Section, “present value” means the value determined in
      accordance with the principles of Section 1274 (b) (2) of the Code under the
      rules provided in Treasury Regulations under Section 280G of the
      Code.

    


    (d) To
      the
      extent Code Section 280G is amended prior to the termination of this Agreement,
      or is replaced by a successor statute, the provisions of this Section 5 shall
      be
      deemed modified without further action of the parties in a manner consistent
      with such amendments or successor statutes, as the case may be. In the event
      that Code Section 280G or any successor statute is repealed, this Section 5
      shall cease to be effective on the effective date of such repeal. The parties
      recognize that Treasury Regulations under Code Sections 280G and 4999 may affect
      the amount that may be paid hereunder and agree that, upon the issuance of
      any
      such regulations, this Agreement may be modified as in good faith may be deemed
      necessary in light of the provisions of such regulations to achieve the purposes
      hereof, and that consent to such modifications shall not be unreasonably
      withheld.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    6. Dispute
      Resolution.
      

    


    (a) This
      Agreement shall be governed in all respects, including as to validity,
      interpretation and effect, by the internal laws of the State of Texas without
      regard to choice of law principles.

    


    (b) It
      is
      irrevocably agreed that if any dispute arises between us under this Agreement:
      (i) exclusive jurisdiction shall be in the lowest Texas state court of general
      jurisdiction sitting in Harris County, Texas, (ii) we are each at the time
      present in Texas for the purpose of conferring personal jurisdiction; (iii)
      any
      such action may be brought in such court, and any objection that the Company
      or
      you may now or hereafter have to the venue of such action or proceeding in
      any
      such court or that such action or proceeding was brought in an inconvenient
      court is waived, and we each agree not to plead or claim the same, (iv) service
      of process in any such proceeding or action may be effected by mailing a copy
      thereof by registered or certified mail, return receipt requested (or any
      substantially similar form of mail), postage prepaid, to such party at the
      address provided in Section 11 hereof, and (v) prior to any trial on the
      merits, we will submit to court supervised, non-binding mediation. 

    


    (c) Notwithstanding
      any contrary provision of Texas law, the Company shall have the burden of proof
      with respect to any of the following: (i) that Cause existed at the time any
      notice was given to you under Section 2 (ii) that Good Reason did not exist
      at
      the time notice was given to the Company under Section 2; and (iii) that a
      Change of Control has not occurred. 

    


    7. Successors;
      Binding Agreement.

    


    (a) In
      the
      event any Successor (as defined below) does not assume this Agreement by
      operation of law the Company will seek to have any Successor, by agreement
      in
      form and substance satisfactory to you, expressly assume and agree to perform
      this Agreement in the same manner and to the same extent that the Company would
      be required to perform it. If there has been a Change of Control prior to,
      or a
      Change of Control will result from, any such succession, then failure of the
      Company to obtain at your request such agreement prior to or upon the
      effectiveness of any such succession (unless assumption occurs as a matter
      of
      law) shall constitute Good Reason for termination by you of your employment
      and,
      upon delivery of a notice of termination by you to the Company, you shall be
      entitled to the benefits provided for herein. “Successor” shall mean any Person
      that succeeds to, or has the ability to control, the Company’s business as a
      whole, directly by merger, consolidation, spin-off or similar transaction,
      or
      indirectly by purchase of the Company’s Voting Securities or acquisition of all
      or substantially all of the assets of the Company.

    


    (b) This
      Agreement shall inure to the benefit of and be enforceable by your personal
      and
      legal representatives, executors, administrators, successors, heirs,
      distributees, devisees and legatees.

    


    8. Fees
      and Expenses.
      The
      Company shall pay all legal fees and expenses incurred by you as a result of
      your seeking to interpret, obtain, assert or enforce any right or benefit
      conferred upon you by this Agreement to the extent you are the prevailing
      party.

    


    9. Notices.
      Any and
      all notices required or permitted to be given hereunder shall be in writing
      and
      shall be deemed to have been given when delivered in person to the persons
      specified below or deposited in the United States mail, certified or registered
      mail, postage prepaid and addressed as follows:

    


    If
      to the
      Company: Cameron
      International Corporation

    1333
      West
      Loop South, Suite 1700

    Houston,
      Texas 77027

    Attention:
      Chief Executive Officer

     

    


    If
      to
      you:  Joseph
      H.
      Mongrain

    8522
      Burkhart Rd.

    Houston,
      TX  77055

    


        

    Either
      party may change, by the giving of notice in accordance with this Section 10,
      the address to which notices are thereafter to be sent.

    


    10. Validity.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

    


    11. Survival.
      All
      obligations undertaken and benefits conferred pursuant to this Agreement, shall
      survive any termination of your employment and continue until performed in
      full.

    


    12. Miscellaneous.
      No
      provision of this Agreement may be modified, waived or discharged unless such
      modification, waiver or discharge is agreed to in writing signed by you and
      the
      Company. No waiver by either party hereto at any time of any breach by the
      other
      party hereto of, or of compliance with, any condition or provision of this
      Agreement to be performed by such other party shall be deemed a waiver of
      similar or dissimilar provisions or conditions at the same or at any prior
      or
      subsequent time. No agreements or representations, oral or otherwise, express
      or
      implied, with respect to the subject matter hereof have been made by either
      party which are not expressly set forth in this Agreement. The internal laws
      of
      the State of Texas shall govern the validity, interpretation, construction
      and
      performance of this Agreement.

    


    13. Duplicate
      Originals.
      This
      Agreement has been executed in duplicate originals, with one to be held by
      each
      of the parties hereto.

    


    If
      this
      letter correctly sets forth our understanding with respect to the subject matter
      hereof, please sign and return one copy of this letter to the
      Company.

    


    
      
        	 	  Sincerely,
	 	 	 
	 	  CAMERON INTERNATIONAL
                CORPORATION
	 	 	 
	 	 	 
	 	 	 
	 	
                  BY: /s/
                  Sheldon R. Erikson

              
	 	 	 Sheldon
                R. Erikson
	 	 	 Chairman,
                President and 
	 	 	 Chief
                Executive Officer


      

    

    


    Agreed
      to
      as of the 10th
      day of
      August, 2006

    


    /s/
      Joseph H. Mongrain

    Joseph
      H.
      Mongrain

    

      

      
        1
          Reference is made to Annex I hereto for definitions of certain terms used
          in
          this Agreement, and such definitions are incorporated herein by such reference
          with the same effect as if set forth herein. Certain capitalized terms
          used in
          this Agreement in connection with the description of various Plans are
          defined
          in the respective Plans, but if any conflicts with a definition herein
          contained, the latter shall prevail.

      

    

    
      	 	 	 	 


    

    


    
      
        
        

      

      
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