exv10w23



 








			
	[Cooper Cameron Letterhead]
	 	Exhibit 10.23






May 31, 2005




Jane C. Schmitt

Vice President, Human Resources

1333 West Loop South, Suite 1700

Houston, Texas 77027




Dear Jane:




     The Board of Directors of Cooper Cameron Corporation (the “Company”) has concluded that it is
in the Company’s best interest to amend its letter agreement with you, dated November 11, 1999,
(the “Agreement”) by eliminating Section 5 in its entirety. The Company, therefore, is offering
the payment to you of the sum of two-hundred twenty-two thousand, nine-hundred thirty-seven dollars
and zero cents ($222,937.00), payable within two weeks of the execution of this letter, in return
for your agreement that the provisions of Section 5 of your Agreement shall be waived and cancelled
in their entirety. As further inducement for your agreement to the waiver and cancellation, upon
your agreement:




	 	1.	 	Your Agreement shall be amended so that part (iii) of the
definition of “Change of Control” will read in its entirety:
	 
	 	 	 	a merger or consolidation involving the Company or its stock or an acquisition by
the Company, directly or indirectly or through one or more subsidiaries, of
another entity or its stock or assets in exchange for the stock of the Company,
unless, immediately following such transaction, 70% or more of the then
outstanding Voting Securities of the surviving or resulting corporation or entity
will be (or is) then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners of the Company’s
outstanding Voting Securities immediately prior to such transaction (treating,
for purposes of determining whether the 70% continuity test is met, any ownership
of the Voting Securities of the surviving or resulting corporation or entity that
results from a stockholder’s ownership of the stock of, or other ownership
interest in, the corporation or other entity with which the Company is merged or
consolidated as not owned by persons who were beneficial owners of the Company’s
outstanding Voting Securities immediately prior to the transaction).





 









 






Ms. Jane C. Schmitt

May 31, 2005

Page Two





	 	2.	 	Your Agreement shall be amended further so that a transaction, which would
have qualified as a “Change of Control” but for the fact that the consideration
therefore is part or all cash, will be a transaction (an “Other Significant
Transaction”) triggers your severance benefits in the event of a termination in
connection therewith.





           If you agree to amend your Agreement, please execute and return this letter to the General
Counsel.



	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 

	 	/s/ Sheldon R. Erikson	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Sheldon R. Erikson	 	 
	 

	 	Chairman, President and CEO	 	 






ACCEPTED AND AGREED:




	 	 	 
	/s/ Jane Schmitt
	 	 
	 
	 	 
	Jane Schmitt
	 	 
	 
	 	 
	Date: May 31, 2005
	 	 






 









 






[Cooper Cameron Letterhead]




May 31, 2005




Scott Amann

Vice President, Investor Relations

1333 West Loop South, Suite 1800

Houston, Texas 77027




Dear Scott:




     The Board of Directors of Cooper Cameron Corporation (the “Company”) has concluded that it is
in the Company’s best interest to amend its letter agreement with you, dated November 11, 1999,
(the “Agreement”) by eliminating Section 5 in its entirety. The Company, therefore, is offering
the payment to you of the sum of eighty-six thousand, two-hundred eleven dollars and zero cents
($86,211.00), payable within two weeks of the execution of this letter, in return for your
agreement that the provisions of Section 5 of your Agreement shall be waived and cancelled in their
entirety. As further inducement for your agreement to the waiver and cancellation, upon your
agreement:




	 	1.	 	Your Agreement shall be amended so that part (iii) of the
definition of “Change of Control” will read in its entirety:
	 
	 	 	 	a merger or consolidation involving the Company or its stock or an acquisition by
the Company, directly or indirectly or through one or more subsidiaries, of
another entity or its stock or assets in exchange for the stock of the Company,
unless, immediately following such transaction, 70% or more of the then
outstanding Voting Securities of the surviving or resulting corporation or entity
will be (or is) then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners of the Company’s
outstanding Voting Securities immediately prior to such transaction (treating,
for purposes of determining whether the 70% continuity test is met, any ownership
of the Voting Securities of the surviving or resulting corporation or entity that
results from a stockholder’s ownership of the stock of, or other ownership
interest in, the corporation or other entity with which the Company is merged or
consolidated as not owned by persons who were beneficial owners of the Company’s
outstanding Voting Securities immediately prior to the transaction).





 









 







Scott Amann

May 31, 2005

Page Two





	 	2.	 	Your Agreement shall be amended further so that a transaction, which would
have qualified as a “Change of Control” but for the fact that the consideration
therefore is part or all cash, will be a transaction (an “Other Significant
Transaction”) triggers your severance benefits in the event of a termination in
connection therewith.





           If you agree to amend your Agreement, please execute and return this letter to the General
Counsel.



	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 

	 	/s/ Sheldon R. Erikson	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Sheldon R. Erikson	 	 
	 

	 	Chairman, President and CEO	 	 






	 	 	 
	ACCEPTED AND AGREED:
	 	 
	 
	 	 
	/s/ Scott Amann
	 	 
	 
	 	 
	Scott Amann
	 	 
	 
	 	 
	Date: May 31, 2005
	 	 






 









 






[Cooper Cameron Letterhead]




May 31, 2005




William C. Lemmer

Vice President, General Counsel and Secretary

1333 West Loop South, Suite 1700

Houston, Texas 77027




Dear Bill:




     The Board of Directors of Cooper Cameron Corporation (the “Company”) has concluded that it is
in the Company’s best interest to amend its letter agreement with you, dated November 11, 1999,
(the “Agreement”) by eliminating Section 5 in its entirety. The Company, therefore, is offering
the payment to you of the sum of two-hundred seventy-one thousand, five-hundred ninety-two dollars
and zero cents ($271,592.00), payable within two weeks of the execution of this letter, in return
for your agreement that the provisions of Section 5 of your Agreement shall be waived and cancelled
in their entirety. As further inducement for your agreement to the waiver and cancellation, upon
your agreement:




	 	1.	 	Your Agreement shall be amended so that part (iii) of the
definition of “Change of Control” will read in its entirety:
	 
	 	 	 	a merger or consolidation involving the Company or its stock or an acquisition by
the Company, directly or indirectly or through one or more subsidiaries, of
another entity or its stock or assets in exchange for the stock of the Company,
unless, immediately following such transaction, 70% or more of the then
outstanding Voting Securities of the surviving or resulting corporation or entity
will be (or is) then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners of the Company’s
outstanding Voting Securities immediately prior to such transaction (treating,
for purposes of determining whether the 70% continuity test is met, any ownership
of the Voting Securities of the surviving or resulting corporation or entity that
results from a stockholder’s ownership of the stock of, or other ownership
interest in, the corporation or other entity with which the Company is merged or
consolidated as not owned by persons who were beneficial owners of the Company’s
outstanding Voting Securities immediately prior to the transaction).





 









 






William C. Lemmer

May 31, 2005

Page Two





	 	2.	 	Your Agreement shall be amended further so that a transaction, which would
have qualified as a “Change of Control” but for the fact that the consideration
therefore is part or all cash, will be a transaction (an “Other Significant
Transaction”) triggers your severance benefits in the event of a termination in
connection therewith.





           If you agree to amend your Agreement, please execute and return this letter to the General
Counsel.



	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 

	 	/s/ Sheldon R. Erikson	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Sheldon R. Erikson	 	 
	 

	 	Chairman, President and CEO	 	 






	 	 	 
	ACCEPTED AND AGREED:
	 	 
	 
	 	 
	/s/ William C. Lemmer
	 	 
	 
	 	 
	William C. Lemmer
	 	 
	 
	 	 
	Date: May 31, 2005
	 	 






 









 







[Cooper Cameron Letterhead]




May 31, 2005




Robert Rajeski

President, Cooper Compression

6500 Bingle Road

Houston, Texas 77092




Dear Bob:




     The Board of Directors of Cooper Cameron Corporation (the “Company”) has concluded that it is
in the Company’s best interest to amend its letter agreement with you, dated November 11, 1999,
(the “Agreement”) by eliminating Section 5 in its entirety. The Company, therefore, is offering
the payment to you of the sum of eighty-one thousand, eight-hundred forty-two dollars and zero
cents ($81,842.00), payable within two weeks of the execution of this letter, in return for your
agreement that the provisions of Section 5 of your Agreement shall be waived and cancelled in their
entirety. As further inducement for your agreement to the waiver and cancellation, upon your
agreement:




	 	1.	 	Your Agreement shall be amended so that part (iii) of the
definition of “Change of Control” will read in its entirety:
	 
	 	 	 	a merger or consolidation involving the Company or its stock or an acquisition by
the Company, directly or indirectly or through one or more subsidiaries, of
another entity or its stock or assets in exchange for the stock of the Company,
unless, immediately following such transaction, 70% or more of the then
outstanding Voting Securities of the surviving or resulting corporation or entity
will be (or is) then beneficially owned, directly or indirectly, by the
individuals and entities who were the beneficial owners of the Company’s
outstanding Voting Securities immediately prior to such transaction (treating,
for purposes of determining whether the 70% continuity test is met, any ownership
of the Voting Securities of the surviving or resulting corporation or entity that
results from a stockholder’s ownership of the stock of, or other ownership
interest in, the corporation or other entity with which the Company is merged or
consolidated as not owned by persons who were beneficial owners of the Company’s
outstanding Voting Securities immediately prior to the transaction).





 









 






Robert Rajeski

May 31, 2005

Page Two





	 	2.	 	Your Agreement shall be amended further so that a transaction, which would
have qualified as a “Change of Control” but for the fact that the consideration
therefore is part or all cash, will be a transaction (an “Other Significant
Transaction”) triggers your severance benefits in the event of a termination in
connection therewith.





           If you agree to amend your Agreement, please execute and return this letter to the General
Counsel.



	 	 	 	 	 
	 

	 	Very truly yours,
	 	 
	 
	 	 	 	 
	 

	 	/s/ Sheldon R. Erikson	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Sheldon R. Erikson	 	 
	 

	 	Chairman, President and CEO	 	 






	 	 	 
	ACCEPTED AND AGREED:
	 	 
	 
	 	 
	/s/ Robert Rajeski
	 	 
	 
	 	 
	Robert Rajeski
	 	 
	 
	 	 
	Date: June 1, 2005