exv10w33



 






Exhibit 10.33




NINTH AMENDMENT TO THE

INDIVIDUAL ACCOUNT RETIREMENT PLAN

FOR

BARGAINING UNIT EMPLOYEES

AT THE COOPER CAMERON CORPORATION

BUFFALO, NEW YORK PLANT




     WHEREAS,
COOPER CAMERON CORPORATION (the “Company”) has heretofore adopted the INDIVIDUAL
ACCOUNT RETIREMENT PLAN FOR BARGAINING UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION BUFFALO,
NEW YORK PLANT (the “Plan”) for the benefit of its eligible employees; and



     WHEREAS, the Company desires to amend the Plan to modify the Plan’s mandatory cashout
provisions and to update the Plan’s break-in-service rules under the final regulations under
section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”);



     NOW, THEREFORE, the Plan is hereby amended as follows:



I. Effective as of March 28, 2005:




     1. Section 9.04 of the Plan shall be deleted and the following shall be substituted therefor:




     “9.04 Lump Sum Cash-Out. Notwithstanding the foregoing provisions of
this Article IX, with respect to any benefit payable pursuant to Article V
(retirement), Article VI (death), Article VII (disability) or Article VIII (other
termination of employment): (a) if the amount of the Member’s Vested Interest in
his Account Balance is not in excess of $1,000 (or not in excess of $5,000 with
respect to a benefit payable after a Member’s death) such benefit shall be paid to
such Member or Beneficiary, as the case may be, in one lump sum in lieu of any other
benefit payment form herein provided; and (b) except in the case of a benefit
payable after a Member’s death, if the amount of the Member’s Vested Interest in his
Account Balance exceeds $1,000 but does not exceed $5,000, the Member may elect to
receive the Vested Interest in his Account Balance in one lump sum in lieu of any
other benefit payment form herein provided and such election may be made without the
consent of the Member’s spouse, if any. No distribution may be made under this
paragraph after the annuity commencement date when the accrued benefit (derived from
both employer and employee contributions, excluding deductible employee
contributions) is in excess of $5,000 unless the Member and his eligible spouse (or
where the Member has died, the Eligible Surviving Spouse) consent in writing to such
distribution. An accrued benefit is immediately distributable if any part of the
benefit may be distributed to the Member before the later of normal retirement or
age 62. This does not apply after the death of the Member. For purposes hereunder,
present value shall be determined by using an interest rate not greater than the



 









 






interest rate which would be used (as of the date of distribution) by the
Pension Benefit Guaranty Corporation for purposes of determining the present value
of a lump sum distribution on plan termination. For purposes of application of the
$5,000 threshold of this Section and Sections 16.04 and 17.07 (but not the $1,000
threshold of this Section), the value of a Member’s Vested Interest in his Account
Balance shall be determined without regard to that portion of his Account Balance
that is attributable to Rollover Contributions (and earnings allocable thereto)
within the meaning of Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and
457(e)(16) of the Code. If the value of a Member’s Vested Interest in his Account
Balance as so determined is $5,000 or less, the Member’s entire nonforfeitable
Account Balance (including amounts attributable to such Rollover Contributions) may
be distributed pursuant to this Section 9.04 and Section 17.07. This Section 9.04
shall be effective with respect to distributions made on or after March 28, 2005
regardless of whether the event that caused a Member’s Account to become
distributable occurred before or after March 28, 2005.”




2. The following shall be added to Section 16.04 of the Plan:




“In the event that the total value of an amount directed to be paid pursuant to a
qualified domestic relations order is not in excess of $5,000 (determined as
provided in Section 9.04), such amount shall be paid to the recipient or recipients
identified in such order in one lump sum payment as soon as practicable after such
order has been determined to be a qualified domestic relations order.”



     3. The first paragraph of Section 17.07 of the Plan shall be deleted and the following shall
be substituted therefor:




     “17.07 Distribution of Tax Deferred Savings Contributions. Subject to
the limitations set forth in this Section 17.07, each Member shall be entitled to
receive the entire interest of his Account attributable to his Tax Deferred Savings
Contributions in a single sum upon the termination of such Member’s employment with
the Employer and the Controlled Entities; provided, however, that if such interest
when added to any other Vested Interest of the Member under the Plan exceeds $1,000
(or $5,000 in the case of a distribution after a Member’s death), such interest may
not be distributed to such Member prior to Normal Retirement Age without his consent
and if such interest when added to any other Vested Interest of the Member under the
Plan exceeds $5,000 (disregarding any Rollover contributions and earnings allocable
thereto, in accordance with Section 9.04), the consent of his spouse shall also be
required. Notwithstanding the foregoing, any such distribution of Tax Deferred
Savings Contributions shall be made in the following manner unless the Member elects
otherwise:”



     4. A new paragraph (3) shall be added to Section 17.07 as follows:




          “(3)Vested Amounts Not Exceeding $5,000. Section
9.04 shall also apply to the distribution of a Member’s interest in
his Account attributable to his Tax Deferred Savings Contributions.”



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II. Effective as of January 1, 2006:




     1. The first sentence of Section 8.03 shall be deleted and the following shall be substituted
therefor:




“At the time a Member terminates employment with the Company and its Controlled
Entities prior to attaining Retirement Age for any reason other than Total and
Permanent Disability or death, a “Forfeitable Event” occurs which is either (i)
distribution of the non-forfeitable portion of the Member’s Account or (ii) with
respect to a Member who has made no Tax Deferred Savings Contributions to the Plan,
five (5) consecutive One-Year Breaks-In-Service.”



     2. Section 9.04 of the Plan shall be deleted and the following shall be substituted therefor:




“9.04 Lump Sum Cash-Out. Notwithstanding the foregoing provisions of
this Article IX, with respect to any benefit payable pursuant to Article V
(retirement), Article VI (death), Article VII (disability) or Article VIII (other
termination of employment):




(a) If the amount of the Member’s Vested Interest in his Account Balance is not
in excess of $1,000 (or not in excess of $5,000 with respect to a benefit payable
after a Member’s death), such benefit shall be paid to such Member or Beneficiary,
as the case may be, in one lump sum in lieu of any other benefit payment form herein
provided.




(b) Except in the case of a benefit payable after a Member’s death, if the
amount of the Member’s Vested Interest in his Account Balance exceeds $1,000 but
does not exceed $5,000, the Member may elect to receive the Vested Interest in his
Account Balance in one lump sum in lieu of any other benefit payment form herein;
provided that any such election may be made without the consent of the Member’s
spouse, if any. In the event of a distribution pursuant to this Section 9.04(b), if
the Member does not elect to have such distribution paid directly to an Eligible
Retirement Plan specified by the Member in a direct rollover in accordance with
Section 9.07 or to receive the distribution directly in accordance with this Section
9.04(b), then the Plan Administrator shall pay the distribution in a direct rollover
to an individual retirement plan designated by the Plan Administrator. This Section
9.04(b) shall be effective with respect to distributions made on or after January 1,
2006 regardless of whether the event that caused a Member’s Account to become
distributable occurred before or after January 1, 2006.




(c) No distribution may be made pursuant to this Section 9.04 after the annuity
commencement date when the accrued benefit is in excess of $5,000 unless the Member
and his eligible spouse (or where the Member has died, the Eligible Surviving
Spouse) consent in writing to such distribution. An accrued benefit is



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immediately distributable if any part of the benefit may be distributed to the
Member before the later of normal retirement or age 62. This does not apply after
the death of the Member. For purposes hereunder, present value shall be determined
by using an interest rate not greater than the interest rate which would be used (as
of the date of distribution) by the Pension Benefit Guaranty Corporation for
purposes of determining the present value of a lump sum distribution on plan
termination. For purposes of application of the $5,000 threshold of this Section
and Sections 16.04 and 17.07 (but not the $1,000 threshold of this Section), the
value of a Member’s Vested Interest in his Account Balance shall be determined
without regard to that portion of his Account Balance that is attributable to
Rollover Contributions (and earnings allocable thereto) within the meaning of
Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16) of the Code.
If the value of a Member’s Vested Interest in his Account Balance as so determined
is $5,000 or less, the Member’s entire nonforfeitable Account Balance (including
amounts attributable to such Rollover Contributions) may be distributed pursuant to
this Section 9.04 and Section 17.07.”



     3. Section 15.01(b) of the Plan shall be deleted and the following shall be substituted
therefor:




     “(b) A Member who has made no Tax Deferred Savings Contributions to the Plan,
and who terminates employment and subsequently recommences participation in the
Plan, shall be reinstated with the years of Vesting Service with which he was
credited prior to his termination of employment, if (i) the number of his
consecutive One-Year Breaks-In-Service is less than five, or (ii) he had a Vested
Interest at the time of such termination. A Member who has made Tax Deferred
Savings Contributions to the Plan and who has not received a distribution of the
nonforfeitable portion of his Account shall be reinstated with the years of Vesting
Service with which he was credited prior to his termination of employment if he
subsequently recommences participation in the Plan. A Member who has made Tax
Deferred Savings Contributions to the Plan but who has received distribution of the
nonforfeitable portion of his Account will be reinstated to the years of Vesting
Service with which he was credited prior to his termination of employment if he
recommences participation in the Plan and repays any distributed Company
Contributions within the time permitted under Section 8.04. ”



     4. The first paragraph of Section 17.07 of the Plan shall be deleted and the following shall
be substituted therefor:




     “17.07 Distribution of Tax Deferred Savings Contributions. Subject to
the limitations set forth in this Section 17.07, each Member shall be entitled to
receive the entire interest of his Account attributable to his Tax Deferred Savings
Contributions in a single sum upon the termination of such Member’s employment with
the Employer and the Controlled Entities; provided, however, that if such interest
when added to any other Vested Interest of the Member under the Plan exceeds $5,000,
such interest may not be distributed to such Member prior to Normal Retirement Age
without his consent and if such interest when added to any other



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Vested Interest of the Member under the Plan exceeds $5,000 (disregarding any
Rollover contributions and earnings allocable thereto, in accordance with Section
9.04), the consent of his spouse shall also be required. Notwithstanding the
foregoing, any such distribution of Tax Deferred Savings Contributions shall be made
in the following manner unless the Member elects otherwise:”



III. As amended hereby, the Plan is specifically ratified and reaffirmed.




     EXECUTED,
this 29th 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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