exv10w39



 






Exhibit 10.39




COOPER CAMERON CORPORATION





Restricted Stock Unit Award Agreement

Effective Date: January 1, 2006

Target Minimum: [ ] Units

Target Maximum: [ ] Units

Below Target Could Result in Zero Units Awarded



This AWARD AGREEMENT (the “Award Agreement”) is between the employee listed on the attached Notice
of Grant of Award (“Participant”) and Cooper Cameron Corporation (the “Company”), in connection
with the Restricted Stock Unit Award granted to Participant by the Company (the “Award”).



This Award covers the performance period from January 1, 2006 through December 31, 2006. This
Award is performance based and, as a result, the ultimate number of actual units earned under the
Award and the actual value of the Award will range between 0 and 200% of the target award, based on
the Company’s financial attainment under the annual Management Incentive Compensation Plan (“MICP”)
as determined on the date that the Compensation Committee of the Board of Directors approves the
attainments under the MICP.




     1. Effective Date and Issuance of Restricted Stock. The Company hereby grants to the
Participant, on the terms and conditions set forth herein, an award of Restricted Stock Units.
This Restricted Stock Unit Award is a commitment to issue one Share of Cooper Cameron common stock
(“Share”) for each share of restricted stock units actually earned. If Participant completes,
signs, and returns one copy of the Award Agreement to the Company in Houston, Texas, U.S.A., this
Award Agreement will become effective as of January 1, 2006.



     2. Terms Subject to the Plan. This Award Agreement is expressly subject to the terms
and provisions of the Company’s Equity Incentive Plan (the “Plan”), as indicated in the Notice of
Grant of Award. A copy of the Plan is available upon request from the Corporate Secretary’s
office. In the event there is a conflict between the terms of the Plan and this Award Agreement,
the terms of the Plan shall control.



     3. Vesting Requirement. The Award shall become vested in three installments as
follows: 12.5% on February 28, 2007, 12.5% on February 28, 2008 and, 75% on February 28, 2009
(each a “Vesting Date”), provided the Participant remains continuously employed by the Company or a
subsidiary from the date hereof until each such Vesting Date. If this service requirement is not
satisfied, the Award (or remaining unvested portion thereof) shall be immediately forfeited and no
Shares (or not more Shares) will be delivered. All Restricted Stock Units as to which the vesting
requirements of this Section 3 have been satisfied shall be payable in accordance with Section 5
hereof and Appendix A attached hereto.



 









 





     4.Termination of Employment.



     Notwithstanding the foregoing:



     (a) If the Participant’s employment voluntarily terminates at age 60 or older for reasons
other than cause, and the Participant has at least ten years of service with the Company, any
unvested Restricted Stock Units (RSU) shall continue to vest according to the terms of the RSU
Award; except that if such termination occurs within one year from the effective date of the Award,
the number of RSUs that will continue to vest shall be reduced to be proportionate to that portion
of the year between such effective date and the date of termination. The balance of the Award shall
be immediately cancelled.



     (b) If the Participant’s employment terminates by reason of the death or long-term disability
(as defined in Company plans) of the Participant, the Award shall be immediately vested and payable
in full as of the date of death or the date of such termination; except that if such death or
termination occurs within one year from the effective date of the Award, the number of RSUs that
will vest in full shall be reduced to be proportionate to that portion of the year between the
effective date of the Award and the date of death or long-term disability. The balance of the Award
shall be immediately cancelled.



     (c) If the Participant’s employment terminates by reason of a workforce reduction, the Award
shall be immediately vested and payable in full as of the date of such termination; except that if
such termination occurs within one year from the effective date of the Award, the number of RSUs
that will vest in full shall be reduced to be proportionate to that portion of the year between
such effective date and the date of termination. The balance of the Award shall be immediately
cancelled.



     (d) If the Participant’s employment terminates for reasons other than for those addressed in
the previous three subsections, no additional RSUs shall vest for the benefit of the Participant
after the termination date.



     5. Change of Control.



     (a) Except as provided by Section 11.2 of the Plan, upon a “Change of Control” of the Company,
the Award granted hereunder shall immediately and fully vest.



     (b) “Change of Control” for the purposes of this Award, shall mean the earliest date on which:




	(i)	 	any Person is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company’s outstanding voting securities, other than through the
purchase of voting securities directly from the Company through a private placement; or






	(ii)	 	individuals who constitute the Board on the date hereof (the “Incumbent Board”) cease for any
reason to constitute at least a majority thereof, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination for election by the Company’s
shareholders, was approved by a vote




 









 







	 	 	of at least two-thirds of the directors comprising the
Incumbent Board shall from and after such election be deemed to be a member of the Incumbent
Board; or






	(iii)	 	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 less than 50% 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 all or substantially of 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 50% 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 their 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).






	(iv)	 	a tender offer or exchange offer is made and consummated by a Person other than the Company
for the ownership of 20% or more of the voting securities of the Company then outstanding; or






	(v)	 	all or substantially all of the assets of the Company are sold or transferred to a Person as
to which (a) the Incumbent Board does not have authority (whether by law or contract) to
directly control the use or further disposition of such assets and (b) the financial results
of the Company and such Person are not consolidated for financial reporting purposes.





     Anything else in this definition to the contrary notwithstanding, no Change of Control shall
be deemed to have occurred by virtue of any transaction which results in the Participant, or a
group of Persons which includes the Participant, acquiring more than 20% of either the combined
voting power of the Company’s outstanding voting securities or the voting securities of any other
corporation or entity which acquires all or substantially all of the assets of the Company, whether
by way of merger, consolidation, sale of such assets or otherwise.



     6. Payment of Award. Payment of vested Restricted Stock Units shall be made within 30
days following the satisfaction of the vesting requirement under Section 3 hereof for each
respective Vesting Date (or following any accelerated vesting under Section 4 hereof). The Shares
which the Award entitles the Participant to receive shall be paid to the Participant, after
deduction of the number of Shares the Fair Market
Value, as defined in the Plan, of which equals the applicable minimum statutory withholding taxes.



     7. Restrictions on Transfer. Except as provided by the Plan, neither this Restricted
Stock Unit Award nor any Restricted Stock Units covered hereby may be



 









 







sold, assigned, transferred,
encumbered, hypothecated or pledged by the Participant, other than to the Company as a result of
forfeiture of the units as provided herein.



     8. No Voting Rights. The Restricted Stock Units granted pursuant to this Award,
whether or not vested, will not confer any voting rights upon the Participant, unless and until the
Award is paid in Shares.



     9. Changes in Capitalization. The Restricted Stock Units under this Award shall be
subject to the provisions of the Plan relating to adjustments to corporate capitalization.



     10. Covenant Not To Compete, Solicit or Disclose Confidential  Information.



     (a) The Optionee acknowledges that the Participant is in possession of and has access to
confidential information, including material relating to the business, products or services of the
Company and that he or she will continue to have such possession and access during employment by
the Company. The Participant also acknowledges that the Company’s business, products and services
are highly specialized and that it is essential that they be protected, and, accordingly, the
Participant agrees that as partial consideration for the Award granted herein that should the
Participant engage in any “Detrimental Activity,” as defined below, at any time during his or her
employment or during a period of one year following his or her termination the Company shall be
entitled to: (i) recover from the Optionee the value of any portion of the Award that has been
paid; (ii) seek injunctive relief against the Participant; (iii) recover all damages, court costs,
and attorneys’ fees incurred by the Company in enforcing the provisions of this Award, and (iv)
set-off any such sums to which the Company is entitled hereunder against any sum which may be owed
the Participant by the Company.



     (b) “Detrimental Activity” for the purposes hereof, other than with respect to involuntary
termination without cause, termination in connection with or as a result of a “Change of Control”
(as defined in Section 10(b) hereof), or termination following a reduction in job responsibilities,
shall include: (i) rendering of services for any person or organization, or engaging directly or
indirectly in any business, which is or becomes competitive with the Company; (ii) disclosing to
anyone outside the Company, or using in other than the Company’s business, without prior written
authorization from the Company, any confidential information including material relating to the
business, products or services of the Company acquired by the Optionee during employment with the
Company; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the
Company to leave his or her employment, whether done on Optionee’s own account or on account of any
person, organization or business which is or becomes
competitive with the Company, or (iv) directly or indirectly soliciting the trade or business
of any customer of the Company. “Detrimental Activity” for the purposes hereof with respect to
involuntary termination without cause, termination in connection with or as a result of a “Change
of Control”, or termination following a reduction in job responsibilities, shall include only part
(ii) of the preceding sentence.



 









 





     11. Employment. This Award Agreement is not an employment agreement. Nothing
contained herein shall be construed as creating any employment relationship.



     12. Notices. All notices required or permitted under this Agreement shall be in
writing and shall be delivered personally or by mailing the same by registered or certified mail
postage prepaid, to the other party. Notice given by mail as below set out shall be deemed
delivered at the time and on the date the same is postmarked.



     Notices to the Company should be addressed to:


Cooper Cameron Corporation

1333 West Loop South, Suite 1700

Houston, Texas 77027

Attention: Corporate Secretary

Telephone: 713-513-3322




     13. Tax Withholding. Participant agrees that as a condition to the payment of the
Award hereunder, any Shares issued under this Award shall be reduced by the number of Shares of the
Fair Market Value of which equals the amounts required to be withheld or paid with respect thereto
under all applicable federal, state and local taxes and other laws and regulations that may be in
effect as of the date of each such payment (“Tax Amounts”.)