exv10w11



 





Exhibit 10.11




AMENDMENT TO THE

NUFLO TECHNOLOGIES, INC. 401(k) PLAN

AND

MERGER OF THE

NUFLO TECHNOLOGIES, INC. 401(k) PLAN

WITH AND INTO THE

COOPER CAMERON CORPORATION

RETIREMENT SAVINGS PLAN




     WHEREAS, Cooper Cameron Corporation (the “Company”) sponsors the Cooper Cameron Corporation
Retirement Savings Plan (the “Cooper Cameron Plan”) and the NuFlo Technologies, Inc. 401(k) Plan
(the “NuFlo Plan”);



     WHEREAS, the Company wishes to amend the NuFlo Plan to reduce the NuFlo Plan’s involuntary
cashout threshold to $1,000, effective as of March 28, 2005;



     WHEREAS, the Company wishes to amend the NuFlo Plan to eliminate the Fund Shares of marketable
securities benefit distribution form, effective December 31, 2005; and



     WHEREAS, the Company desires that the NuFlo Plan be merged with and into the Cooper Cameron
Plan, effective as of January 1, 2006;



     NOW, THEREFORE, the NuFlo Plan shall be amended and merged as follows:




	I.	 	Effective as of March 28, 2005, notwithstanding any other NuFlo Plan provision to the
contrary, the NuFlo Plan shall be and hereby is amended to reduce the involuntary cashout of
small accounts threshold to $1,000.






	II.	 	From and after December 31, 2005, the NuFlo Plan shall be and hereby is amended to eliminate
the Fund Shares of marketable securities benefit distribution form provided for in Section
13.01 of the NuFlo Plan Basic Plan Document, and a cash benefit distribution form shall be
substituted therefor.






	III.	 	Effective as of January 1, 2006, (the “Plan Merger Date”), in consideration of the foregoing
and notwithstanding any provisions of the NuFlo Plan and the Cooper Cameron Plan to the
contrary, the NuFlo Plan shall be merged with and into the Cooper Cameron Plan as follows:





     1. The NuFlo Plan is hereby amended, restated, and merged with and into the Cooper Cameron
Plan, with the result that the provisions of the Cooper Cameron Plan, as modified herein, replace
in their entirety the provisions of the NuFlo Plan. Any provisions of the Cooper Cameron Plan
required to have an earlier effective date by applicable statute and/or regulation shall be
effective as of the required effective date in such statute and/or regulation and shall apply, as
of such required effective date, to the NuFlo Plan as if included therein.



 









 





     2. Each Participant of the NuFlo Plan as of the Plan Merger Date (“NuFlo Participant”) shall
become a Member of the Cooper Cameron Plan (if such NuFlo Participant is not already a Member of
the Cooper Cameron Plan as of such date) upon satisfying the eligibility requirements of Article II
of the Cooper Cameron Plan.



     3. The trustee of the NuFlo Plan shall be directed to transfer the assets of the NuFlo Plan to
the trustee of the Cooper Cameron Plan as soon as administratively feasible after the Plan Merger
Date. All assets shall be transferred in cash, except that outstanding loans from the NuFlo Plan
to NuFlo Participants shall be transferred in kind. In order to ensure an orderly transition with
respect to the transferred assets of the NuFlo Plan, the Plan Administrator may, in its discretion,
temporarily prohibit or restrict withdrawals, loans, execution of, change to, or revocation of a
compensation deferral election, change of investment designation of plan account balances, or
transfer of amounts in accounts from one investment fund to another investment fund, or other
activity as the Plan Administrator deems appropriate; provided that any such temporary cessation or
restriction of such activity shall be in compliance with applicable law. Amounts transferred shall
initially be invested in such investment fund or funds available under the Cooper Cameron Plan as
determined by the Plan Administrator in its discretion; provided, however, that as soon as
administratively feasible following the Plan Merger Date, amounts attributable to accounts of NuFlo
Participants who are actively participating in the Cooper Cameron Plan as of the Plan Merger Date
shall be invested in accordance with the respective investment designations of each such NuFlo
Participant as in effect on the date such investment is made. Such transferred amounts shall
remain invested in such fund or funds until the NuFlo Participants make new investment designations
with respect to such amounts in accordance with the provisions of the Cooper Cameron Plan as in
effect on the date of such investment designations.



     4. Amounts credited to NuFlo Participants’ accounts under the NuFlo Plan shall be credited to
corresponding accounts under the Cooper Cameron Plan as follows:




	 	(i)	 	Amounts, if any, credited to a NuFlo Participant’s “Deferral
Contributions” subaccount or his “Qualified Nonelective Contributions”
subaccount under his “Account” under the NuFlo Plan shall be credited to such
participant’s “Basic Account” under the Cooper Cameron Plan;
	 
	 	(ii)	 	Amounts, if any, credited to a NuFlo Participant’s “Matching
Employer Contributions” subaccount or his “Qualified Matching Employer
Contributions” subaccount under his “Account” under the NuFlo Plan shall be
credited to such participant’s “Matching Account” under the Cooper Cameron
Plan;
	 
	 	(iii)	 	Amounts, if any, credited to a NuFlo Participant’s “Rollover
Contributions” subaccount under his “Account” under the NuFlo Plan shall be
credited to such participant’s “Rollover/Transfer Account” under the Cooper
Cameron Plan; and




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	 	(iv)	 	Amounts, if any, credited to a NuFlo Participant’s “Nonelective
Employer Contributions” subaccount under his “Account” under the NuFlo Plan
shall be credited to a new “Nonelective Account” to be created under the Cooper
Cameron Plan on behalf of such participant.




Subaccounts shall be created under the respective Cooper Cameron Plan accounts for the transferred
amounts and earnings thereon (the “Grandfathered Subaccounts”) in order to preserve optional forms
of benefit and rights in accordance with Paragraph III.9 below.




     5. For purposes of determining the Vesting Service under the Cooper Cameron Plan of a NuFlo
Participant, (i) for the period prior to January 1, 2006, such NuFlo Participant shall be credited
with Vesting Service on the date he becomes a Member of the Cooper Cameron Plan with all Years of
Service, if any, credited to him for vesting purposes under the NuFlo Plan as of December 31, 2005,
and (ii) for the period beginning on January 1, 2006, and thereafter, such NuFlo Participant shall
receive credit for Vesting Service in accordance with the provisions of the Cooper Cameron Plan
during such period (provided such NuFlo Participant was an Employee during such period).



     6. For purposes of determining the Participation Service under the Cooper Cameron Plan of a
NuFlo Participant who is a Part Time Employee or a Temporary Employee, a NuFlo Participant will be
credited with (i) the number of one-year periods of eligibility service with which he was credited
under the terms of the NuFlo Plan and (ii) for any fractional year of service credited to him under
the NuFlo Plan as of the Plan Merger Date, each NuFlo Participant shall be credited with the
greater of (a) 45 Hours of Service for participation purposes under the Cooper Cameron Plan for
each week or partial week of such fractional year of service and (b) the number of Hours of Service
he would otherwise be credited for such period in accordance with Section 2.1(c) of the Cooper
Cameron Plan.



     7. The vesting schedule set forth in Section 1.15(b) of the NuFlo Plan Adoption Agreement
shall continue to apply with respect to each NuFlo Participant’s Nonelective Account under the
Cooper Cameron Plan provided that such NuFlo Participant has three or more Years of Vesting Service
under the NuFlo Plan as of the Plan Merger Date. In the case of a NuFlo Participant who does not
have three or more Years of Vesting Service under the NuFlo Plan as of the Plan Merger Date, then,
as of the Plan Merger Date, such participant shall have a Vested Interest in his Nonelective
Account under the Cooper Cameron Plan equal to the Vested portion of such participant’s Nonelective
Employer Contributions subaccount under the NuFlo Plan immediately prior to the Plan Merger Date,
and thereafter his Vested Interest shall increase (but never decrease, except in the case of a loss
of Vesting Service pursuant to Section 7.7 of the Cooper Cameron Plan) in accordance with the
vesting schedule in Section 7.2 of the Cooper Cameron Plan based on additional years of Vesting
Service (if any) earned by such participant after the Plan Merger Date.



     8. Immediately after the merger and transfer of assets described in Paragraphs III.1 and III.3
above, each NuFlo Participant who becomes or continues to be a Member of the Cooper Cameron Plan
shall, in the event the Cooper Cameron Plan is then terminated, be entitled to a benefit which is
equal to or greater than the benefit to which such participant would have been entitled under the
NuFlo Plan and, if applicable, the Cooper Cameron Plan immediately prior to



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such transfer if the
NuFlo Plan and, if applicable, the Cooper Cameron Plan had then been terminated. The provisions of
the preceding sentence shall be construed under applicable federal regulations pursuant to section
208 of the Employee Retirement Income Security Act of 1974, as amended and section 414(l) of the
Internal Revenue Code of 1986, as amended (the “Code”).




     9. With respect to the Grandfathered Subaccounts of NuFlo Participants, the Cooper Cameron
Plan shall preserve all optional forms of benefit and rights required to be preserved pursuant to
section 411(d)(6) of the Code, and any Treasury regulations issued thereunder, as amended from time
to time, including, but not limited to, the optional forms of benefit and rights described in
Appendix A hereto.



     10. The loan procedures available to Members under Article IX of the Cooper Cameron Plan shall
be applicable to a NuFlo Participant’s vested interest in his Separate Accounts under the Cooper
Cameron Plan; provided, however, that any loan made to a NuFlo Participant under the NuFlo Plan
before the Plan Merger Date shall be administered by the Plan Administrator in accordance with
Article 9 of the NuFlo Plan Basic Plan Document and the loan policy adopted pursuant thereto.



     11. The beneficiary designations of each NuFlo Participant in effect under the NuFlo Plan on
the Plan Merger Date shall remain in effect under the Cooper Cameron Plan unless and until such
participant executes a new beneficiary designation in accordance with the provisions of the Cooper
Cameron Plan; provided, however, that all Account balances in the Cooper Cameron Plan from and
after the Plan Merger Date (including amounts transferred from the NuFlo Plan) shall be subject to
any beneficiary designation executed by a NuFlo Participant who was also a Member of the Cooper
Cameron Plan prior to the Plan Merger Date, regardless of whether such beneficiary designation was
executed before the Plan Merger Date, unless and until such time as such NuFlo Participant executes
a new beneficiary designation form under the Cooper Cameron Plan; and provided further, however,
that if the preceding proviso applies to a NuFlo Participant, any beneficiary designation executed
by such Participant under the NuFlo Plan prior to the Plan Merger Date shall become null and void
as of the Plan Merger Date.



     12. To the extent any forfeitures of Matching Employer Contributions or Nonelective Employer
Contributions under the NuFlo Plan exist as of the Plan Merger Date, such forfeitures may be
applied to offset Employer contribution obligations for NuFlo Participants under the Cooper Cameron
Plan.



     13. Each capitalized term used in this instrument shall have the meaning ascribed to such term
under the NuFlo Plan or the Cooper Cameron Plan, as applicable, unless otherwise defined herein.



     14. Except to the extent required under applicable law, the benefits and rights of any NuFlo
Participant who terminates employment prior to the Plan Merger Date shall be governed by the terms
and provisions of the NuFlo Plan as in effect on the date of such termination of employment.



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     15. As to affected individuals, the Cooper Cameron Plan is hereby amended to reflect and
incorporate the provisions of this instrument. Any provision of the NuFlo Plan or the Cooper
Cameron Plan that is inconsistent with any provision of this instrument shall be considered to
be and hereby is amended by this instrument.



     EXECUTED
this 21st day of December, 2005, effective for all purposes as provided above.



	 	 	 	 	 	 	 
	 	 	COOPER CAMERON CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By: /s/ Jane Schmitt                   	 	 	 	 
	 

	 	Name: Jane Schmitt                   
	 	 
	 

	 	Title: VP, Human Resources        






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APPENDIX A

to

MERGER OF THE

NUFLO TECHNOLOGIES, INC.

401(k) PLAN

WITH AND INTO THE

COOPER CAMERON CORPORATION

RETIREMENT SAVINGS PLAN



This Appendix A shall apply to the Grandfathered Subaccounts of NuFlo Participants in lieu of
certain otherwise applicable provisions of the Cooper Cameron Plan. To the extent the provisions
of this Appendix A conflict with other provisions of the Cooper Cameron Plan, this Appendix A shall
control with respect to the Grandfathered Subaccounts of NuFlo Participants.




     1. Rollover and Transfer Account Withdrawals. In addition to the withdrawal rights
contained in Article VIII of the Cooper Cameron Plan, NuFlo Participants may withdraw all or any
part of their Grandfathered Subaccounts (to the extent vested) under their Rollover/Transfer
Accounts under the Cooper Cameron Plan at any time.




A - 1