exv10w47



 






Exhibit 10.47




COOPER CAMERON CORPORATION

NON-QUALIFIED [INCENTIVE] STOCK OPTION AGREEMENT




Effective Date: [DATE]




     1. Purpose. As an additional incentive and inducement to the employee herein granted
a stock option (the “Optionee”) to remain in the employment of the Company and its subsidiaries and
to acquire an ownership position in the Company, thereby aligning the interests of the Optionee
with those of the Company and its stockholders, the Company hereby grants to the Optionee the
option to purchase from the Company at the times and upon the terms and conditions set forth on the
attached Notice of Grant of Stock Options and Option Agreement (the “Agreement”). If optionee
completes, signs, and returns one copy of this Agreement to the Company in Houston, Texas, U.S.A.,
this Agreement will become effective as of November 10, 2005.



     2. Terms Subject to the Plan. The Agreement is expressly subject to the terms and
provisions of the Company’s 2005 Equity Incentive Plan (the “Plan”), a copy of which is attached
hereto, and in the event there is a conflict between the terms of the Plan and the Agreement, the
terms of the Plan shall control.



     3. Purchase Price. The purchase price of the Shares of the Company’s common stock
subject to the Agreement shall be $[GRANT PRICE] (post-split) per Share.



     4. Vesting. The option granted pursuant to the Agreement (“Option”) may be exercised
during the period beginning [DATE](one year from the date on which it was granted), and ending
[DATE] (seven years from the date on which it was granted), in whole at any time or in part from
time to time, but only as to the number of Shares as to which the right to exercise has vested at
the time of exercise as set forth in the Agreement.



     5. Exercise of Option. The Option granted herein may be exercised, in whole or in
part, from time to time by the Optionee by giving written notice to the Secretary of the Company on
or prior to the date on which the Option terminates. Such notice shall identify the Option and
specify the number of whole Shares that the Optionee desires to purchase. Any notice of exercise
shall be in a form substantially similar to the form attached hereto. Payment of the purchase
price of the Shares that the Optionee desires to purchase shall be tendered in full at the time of
giving notice by (i) cash, check, or bank draft payable and acceptable to the Company (or the
equivalent thereof acceptable to the Company), (ii) Shares theretofore owned and held by the
Optionee for more than six months, (iii) a combination of cash and Shares theretofore owned and
held by the Optionee for more than six months, or (iv) the Optionee delivering to the Company a
properly executed exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company cash or a check payable and acceptable to the Company to pay the exercise
price. The notice shall not be



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considered to be properly given unless accompanied by all documentation deemed appropriate by the
Company to reflect exercise of the Option and compliance with all applicable laws, rules and
regulations. The notice shall state a requested delivery date for the Share certificate or
certificates at least fifteen days after the delivery of such notice; provided, however, that if
the Optionee is exercising any Option granted pursuant to this Agreement in connection with a
broker’s transaction described in 5(iv) above, such notice shall state a requested date of delivery
to the broker of such Share certificate or certificates which shall be no later than five business
days after delivery of such notice or such greater or lesser time as may be required or permitted
by law.



     6. Shares Subject to Listing and Registration. The Option granted herein shall be
subject to the listing, registration or qualification of the Shares subject to such Option upon any
securities exchange or under any applicable state or federal law. This Option may not be exercised
in whole or in part unless such listing, registration or qualification shall have been effected or
obtained free of any conditions not reasonably acceptable to the Board of Directors.



     7. Changes in the Company’s Capital Structure. The number of Shares subject to the
Option and the price per Share payable upon exercise of the Option may be adjusted in an equitable
manner determined by the Compensation Committee of the Board of Directors, in its sole discretion
and without liability to any person, in the event of (i) a subdivision or consolidation of Shares
or other capital adjustments, (ii) the payment of a stock dividend or a recapitalization, or (iii)
a “corporate transaction”, as such term is defined in Treasury Regulation §1.425-1(a)(1)(ii), or
any other transaction which, in the opinion of the Committee, is similar to a “corporate
transaction”, as defined by such Treasury Regulations as in effect on the date hereof, including
without limitation any spin-off or other distribution to the security holders of the Company of
securities or property of the Company or a subsidiary thereof. No adjustment pursuant to this
provision shall require the Company to issue or sell a fractional Share upon exercise of the
Option, such Option to be adjusted down to the nearest full Share in the event of such adjustment.



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



     (a) The Optionee acknowledges that the Optionee 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 Optionee 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 Optionee
agrees that as partial consideration for the Option granted herein that should the Optionee 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) cancel
any un-exercised portion of the Option; (ii) recover from the Optionee the value of any portion of
the Option that has been exercised; (iii) seek injunctive relief against the Optionee; (iv) recover
all damages, court costs, and



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attorneys’ fees incurred by the Company in enforcing the provisions of this Option grant, and
(v) set-off any such sums to which the Company is entitled hereunder against any sum which may be
owed the Optionee 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.



     9. Termination of Employment.



     (a) If the Optionee’s employment voluntarily terminates at age 55 or older and the Optionee
has at least ten years of service with the Company, any unvested shares shall continue to vest
according to the terms of the Option; except that if such termination occurs within one year from
grant date, the number of shares that will continue to vest shall be reduced to be proportionate to
that portion of the year between grant date and termination date. The balance of the Option shall
be immediately cancelled. The Optionee shall have the right to exercise the Option at any time
within the term of the Option or a three (3) year period commencing on the day next following such
termination, whichever is less; and



     (b) If the Optionee’s employment terminates by reason of the death or the long-term
disability (as defined in Company plans) of the Optionee, any unvested shares shall vest in full;
except that if such termination occurs within one year from grant date, the number of shares that
will vest in full shall be reduced to be proportionate to that portion of the year between grant
date and termination date. The balance of the Option shall be immediately cancelled. The Optionee
or his/her personal representatives, heirs, legatees or distributees shall have the right to
exercise the Option granted hereunder at any time within the term of the Option or a three (3) year
period commencing on the date of death or the date of termination due to long-term disability,
whichever is less; and



     (c) If the Optionee’s employment terminates by reason of a workforce reduction, any unvested
shares shall vest in full; except that if such termination occurs within one



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year from grant date, the number of shares that will vest in full shall be reduced to be
proportionate to that portion of the year between grant date and termination date. The balance of
the Option shall be immediately cancelled. The Optionee shall have the right to exercise the
Option granted hereunder at any time within the term of the Option or a three (3) year period
commencing on the day next following such termination, whichever is less; and



     (d) If the Optionee’s employment terminates voluntarily other than as provided for in Section
(a) above, or as a result of involuntary termination other than for cause or as provided for in
Sections (b) and (c) above, no additional Shares shall vest for the benefit of the Optionee after
the termination date and the Option shall be exercisable by the Optionee, with respect to those
Shares which have vested only, within a three (3) month period after such termination or the term
of the Option, whichever is less, but only to the extent it was exercisable immediately prior to
the date of termination; and



     (e) If the Optionee’s employment is terminated for cause, the Option shall terminate and no
longer be exercisable for either the vested or the unvested Shares.



     10. Change of Control.



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



     (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










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	 	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 you, or a group of Persons
which includes you, 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.



     11. Employment. This 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. Definitions. All undefined capitalized terms used herein shall have the meanings
assigned to them in the Plan.



     14. Successors and Assigns. Subject to the provisions of Paragraph 9 hereof, this
Agreement shall inure to the benefit of and be binding upon the heirs,



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legatees, distributees, executors and administrators of the Optionee and the successors and assigns
of the Company. This Agreement shall be interpreted, construed, and enforced in accordance with
the laws of the State of Texas. In no event shall an Option granted hereunder be voluntarily or
involuntarily sold, pledged, assigned or transferred by the Optionee other than: (i) by will or
the laws of descent and distribution; or (ii) pursuant to the qualified domestic relations order
(as defined by the Internal Revenue Code); or (iii) with respect to Awards of nonqualified stock
options, by transfer by an Optionee to a member of the Optionee’s Immediate Family, or to a
partnership or limited liability company whose only partners or shareholders are the Optionee and
members of his Immediate Family. However, any Award transferred shall continue to be subject to
all terms and conditions contained in the Award Agreement.



     15. Tax Withholding.



     (a) With respect to the cash payment under the Plan, Optionee agrees that as a condition to
the exercise of the Option granted hereunder, any cash payment shall be reduced by, or shall
include such additional amount required to be paid or withheld with respect thereto under all
applicable federal, state and local taxes and any other law or regulation that may be in effect as
of the date of each such payment (“Tax Amounts”).



     (b) With respect to issuance of Shares pursuant to the exercise of the Option granted
hereunder, no issuance shall be made until appropriate arrangements have been made for the payment
of any Tax Amounts that may be required to be paid or withheld with respect thereto, and such
arrangements can be accomplished by:



	 	 	 
	(i)

	 	directing the Company to retain Shares (up to the Optionee’s minimum required tax withholding
rate or such other rate that will not trigger a negative accounting impact) otherwise
deliverable in connection with the Award;
	 
	 	 
	(ii)

	 	payment of the Required Tax amounts to the Company; or
	 
	 	 
	(iii)

	 	 if Optionee is a current employee or Director of the Company, the Optionee may satisfy the
obligation for payment of the required Tax Amounts by tendering previously acquired Shares
(either actually or by attestation, valued at their then “Fair Market Value” as defined by the
Plan) that have been owned for a period of at least six months (or such other period necessary
to avoid accounting charges against the Company’s earnings).







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