ex10-19.htm


    Exhibit 10.19

     

     

    
      


      


      POLICY
BULLETIN

      


      


      SUBJECT:  
EXECUTIVE
SEVERANCE PROGRAM 

       

                                                                                                                                  Effective July 1,
2000

      Reissued
January 12, 2007

      Reissued
November 5, 2009

      


      


      I.           PURPOSE

      


      To
establish a severance program for senior level executives of the Company that
recognizes (i) the relatively more difficult employment transition that occurs
upon the termination of employment of higher paid individuals; and (ii) that
most senior level executive employees serve at the pleasure of the Company and
are decidedly “at will” – meaning that the Company may terminate the employment
relationship at any time for any reason without liability to the
employee.

      


      


      II.           SCOPE

      


      This
Program applies to corporate officers, group presidents, management level direct
reports to group presidents and such other employees, as may be designated by
the Chief Executive Officer of Cameron.

      


      


      
        	
                III.

              	
                SEPARATION
      ALLOWANCE PAYMENTS

              


      

      


      Following
the termination of employment by the Company for reasons other than cause, as
determined in its sole discretion by the Company, the covered executive will
receive separation allowance payments in the form of salary continuation for a
period of twelve (12) months following termination of employment by the Company.
These payments will be based on the covered executive’s base salary rate at the
time of termination and will be paid through the Company’s normal payroll
cycle.  Separation allowance payments will begin on the Company’s
first payroll cycle that occurs after the expiration of the 35 day period
following termination of employment (or 60 day period in the case of a group
layoff), provided that the covered executive complies with the waiver and
release requirement and other conditions of this Program, which are described
below, during such period.

      


      Under the
requirements of Section 409A of the Internal Revenue Code, because the Company
is publicly traded, if a covered executive is a “specified employee” and the
total amount of separation allowance payments payable in the first six months
following the covered executive’s termination of employment under this and any
other program, policy, plan or agreement with the Company and/or any of its
affiliates exceeds an applicable limit and all payments will not be made within
21⁄2 months following the end of the calendar year in which the covered
executive’s employment was terminated, then the Company will delay any payment
that would cause the applicable limit to be exceeded and the payments will
resume, without interest, beginning with the first regular payroll cycle that is
six months following termination of employment.  The applicable limit
under Section 409A is an amount equal to the lesser of (A) two times the covered
executive’s base annual rate of salary during the calendar year immediately
preceding the year of his or her employment termination and (B) $490,000 (for
2009), subject to adjustment for later years under the Internal Revenue
Code.  The Plans Administration Committee will identify the covered
executives who are specified employees in accordance with any method permitted
under Section 409A and it will advise a covered executive if the specified
employee delay applies to him or her.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      Payment
of the separation allowance payments is contingent upon signing a full and
complete waiver and release in a form acceptable to the Company, returning it to
the Company in a timely manner, and not revoking the release in the time
provided to do so.  (Please see attached waiver and
release.)  If the covered executive elects not to sign the waiver and
release, or elects to revoke the waiver and release, no salary continuation
benefits will be payable.

      


       
 

      
        	
                 
      

              	
                IV.

              	
                BENEFITS

              


      

      


      Participation in
all
employee benefits ends on the last day of active employment including,
but not limited to:

      


      
        	
                ·  

              	
                Healthcare
      Coverage

              


      

      
        	
                ·  

              	
                Dental
      Coverage

              


      

      
        	
                ·  

              	
                Vision
      Coverage

              


      

      
        	
                ·  

              	
                CC-SAVE/CC-SHARE

              


      

      
        	
                ·  

              	
                Non
      Qualified Deferred Compensation
Plan

              


      

      
        	
                ·  

              	
                Basic
      and Supplemental Life Insurance

              


      

      
        	
                ·  

              	
                Basic
      and Voluntary AD&D

              


      

      
        	
                ·  

              	
                Business
      Travel Accident Insurance

              


      

      
        	
                ·  

              	
                Short
      Term Disability

              


      

      
        	
                ·  

              	
                Long
      Term Disability

              


      

      
        	
                ·  

              	
                Vacation
      Policy

              


      

      


      A covered
executive may elect to continue to receive the medical, dental and vision
coverage in effect on the last day of active employment.  If the
covered executive chooses to continue coverage, he or she must file election
forms with the Company’s COBRA administrator.  Continuation coverage
is subject to the terms of the plans and at the level of coverage in effect
before termination.  The covered executive will pay the premiums due
to continue these benefits directly to the Company’s COBRA
Administrator.  Detailed information regarding election of these
benefits will be provided at termination of employment.

      


      Information
regarding conversion privileges or portability of the Supplemental Life
Insurance will be communicated at the time of separation.  Eligibility
for distributions under any Cameron sponsored retirement plan will be pursuant
to and made in accordance with the provisions of the specific
plan.  The separation payment and the payment for unused vacation are
not subject to deferral under the Cameron Retirement Savings Plan or the Cameron
Nonqualified Deferred Compensation Plan, nor are they considered for
purposes of employer contributions or accruals under such plans or any other
similar plan sponsored by the Company.

       
 

      Management Incentive
Compensation Plan

      


      Participation
in MICP will be prorated through the last day of employment and determined on
the basis of the goals and objectives established for the applicable plan
year.  Payment of the MICP bonus for the final year of participation
will be made at the same time as payments for that year are made for active
employees with
respect to such year, provided that such payment will be made prior to
March 15th of the year following termination of employment.  No
further bonus entitlements will be earned during the severance
period.

      


      Long-Term Incentive
Plan

      


      The terms
of the Company’s Long-Term Incentive Plans and the specific provisions of the
award agreement(s) will govern awards granted to the covered executive. The
length of time to exercise any vested long-term incentive award is defined in
the individual agreement(s).

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      


      


      Non-Compete/No Solicitation
Commitment

      


      As part
of the waiver and release, the covered executive will recognize a commitment
that his or her receipt of some of the severance benefits under this Plan will
be contingent upon his or her decision not to: (1) directly or indirectly engage
in any competition with the Company in any markets or product lines with which
the covered executive was involved for a period of 12 months following
termination; or (2) directly or indirectly participate in the solicitation or
recruitment of any Company employees.  If the covered executive
chooses not to accept either of these restrictions, then he or she will be
entitled to receive only three months’ worth of separation payments under this
Plan.

      


      All
Company property, documents and computer records, and any related materials that
the covered executive may possess must be returned immediately.

      


      Other
Provisions

      


      In
addition to salary continuation as provided above, outplacement services for a
period of up to 12 months will be made available through a provider chosen by
the Company.

      


      If the
group in which the executive is employed is sold, merged or consolidated with
another entity or business, any executive who continues employment or is offered
continued employment with a new owner of a former Cameron operation in the same
or reasonably comparable position, will not be eligible for benefits under this
Program.  Similarly, if
Cameron establishes a joint venture and the executive continues or is offered
the same or a reasonably comparable position with the joint venture, the
executive will not be eligible for benefits under this Program.  The
Plans Administration Committee will make the determination, in its discretion,
as to the comparability of any such position.

      


      


      V.           OTHER
SEVERANCE RIGHTS

      


      To the
extent any covered executive under this Program is entitled to receive benefits
for severance pursuant to statutory or regulatory requirements or an employment
contract or arrangement, the benefits hereunder, which are not intended to
duplicate such benefits, will be reduced automatically to avoid any such
duplication.  The determination of the reduction is the responsibility
of the Plans Administration Committee whose decision will be final and binding
on both the Company and the covered executive.

      


      


      VI.           PROGRAM
AMENDMENT AND TERMINATION

      


      Cameron
reserves the right to amend, modify, suspend or terminate this Program, in whole
or in part, at any time.  Cameron does not promise the continuation of
any program.  Circumstances which might cause Cameron to amend or
terminate the Executive Severance Program include, but are not limited to,
changes in law mandating that this Program be revised in certain respects, a
determination by Cameron that the Program’s provisions or some of them may no
longer be suitable as a result of changes in the circumstances of Cameron or of
its employees or changes in financial circumstances or significant adverse
changes in Cameron's financial circumstances.

      


      


      VII.           RESPONSIBILITIES

      


      The
general administration of this Program is the responsibility of the Plans
Administration Committee, which has final and binding authority to administer
this Program in accordance with its stated terms.  The corporate
vice-president responsible for human resources will have overall responsibility
to effectuate the terms and conditions of this Program and for the day-to-day
administration of this Program. These responsibilities may be delegated to other
person or persons including group personnel where appropriate.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      
        	
                VIII.

              	
                SECTION
      409A COMPLIANCE

              


      

      


      Notwithstanding
anything to the contrary in this Program, if any payment of separation allowance
payments under this Program would subject the covered executive to additional taxes and
interest under Section 409A of the Internal Revenue Code because the timing of
such payments is not delayed for the first six months following a covered
executive’s termination of employment with the Company, then any such payments
will be accumulated and paid in equal monthly installments, without interest,
beginning on the first business day that is six months following termination of
employment.

      


      Under
this Program, a termination of employment will have the same meaning as a
“separation from service” under Section 409A of the Internal Revenue
Code.  For example, if a covered executive will be providing
significant post-termination consulting services to the Company or any of its
affiliates, his termination of employment may not be considered to occur for
purposes of this Program until the consulting arrangement ends.  Further, for
purposes of Section 409A of the Internal Revenue Code, installments of
separation allowance payments will be treated as separate payments.

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      WAIVER
AND RELEASE AND

      
        	
                 
      

              	
                ACCEPTANCE
      OF ADDITIONAL SEPARATION ALLOWANCE
BENEFITS

              


      

      


      


      In
consideration of CAMERON INTERNATIONAL CORPORATION'S (the “Company’s”) agreement
to provide me with severance benefits under its Executive Severance Program (the
“Plan”), and subject to the terms and conditions of the Plan, I hereby waive and
release Cameron International Corporation, its past, present, and future owners,
parents, subsidiaries, and affiliates, and their respective past, present, and
future directors, shareholders, officers, employees, agents, insurance carriers,
administrators, legal representatives and all benefit plans sponsored by any of
them (except for benefits under the Plan and any pension plan), past or present
(individually and collectively, the “Released Parties”), from liability for any
and all claims, damages, actions, rights, demands and causes of action of any
kind that I now have or may have against the Released Parties, including without
limitation all claims related to my employment or the termination of my
employment by the Company, whether known or unknown, arising under any federal,
state or local fair employment or discrimination laws, including but not limited
to, Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Employee Retirement Income Security Act, the Family Medical
Leave Act, the Americans With Disabilities Act, the Worker Adjustment and
Retraining Notification Act, and any applicable state’s or locality’s fair
employment statutes, any other local, state or federal wage and hour
law.  I further waive and release any claims or demands arising under
any other federal, state or local law, including but not limited to, common law
claims relating to breach of contract, wrongful or constructive discharge,
violation of public policy, and common law tort.  This Waiver and
Release (also referred to as this “Agreement”) excludes any claims for medical
or income replacement benefits for work-related injuries currently pending or
permitted by law and further excludes any pension or unemployment compensation
benefits to which I may be otherwise entitled.  This Agreement does
not apply to any rights or claims that may arise after its effective
date.  In
addition, nothing in this Agreement prevents me from filing any non-legally
waivable claim (including a challenge to the validity of this agreement) with
the Equal Employment Opportunity Commission (“EEOC”) or comparable state or
local agencies or participating in any investigation or proceeding conducted by
the EEOC or comparable state or local agencies; however, I understand and agree
that I am waiving any and all rights to recover any monetary or personal relief
or recovery as a result of such EEOC or comparable state or local agency
proceeding or subsequent legal actions.

      


      I
acknowledge that this Agreement is not intended to indicate that such claims
exist or that, if they do exist, they are meritorious.  Rather, it is
simply an agreement that, in return for the severance benefits as stated in the
Plan, any and all potential claims of this nature that I may have against any of
the Released Parties, regardless of whether they actually exist, regardless of
whether they are known or unknown to me at this time, are expressly settled,
compromised, and waived.

      


      By
signing this agreement, I am, and I understand and agree that I am, bound by
it.  Anyone who succeeds to my rights and responsibilities, such as
heirs or the executor of my estate, is also bound by this
agreement.  This release also applies to any claims brought by any
person or agency or class action under which I may have a right or
benefit.  I represent and warrant that no other person or entity has
any interest in or been assigned any interest in claims or causes of action, if
any, I may have against any of the Released Parties and which I am now releasing
in their entirety.

       

      I agree
and acknowledge that the only benefits to which I am entitled in association
with the termination of my employment with the Company and any of its affiliates
are the benefits stated in the Plan and that I am not entitled to any additional
benefits under any other policy, plan or agreement of the Company or any
Released Party in connection with my termination, including but not limited to
any employment or severance agreement between me and any Released Party or any
other benefits under any other severance, retention, bonus or incentive plan of
the Company or any of its affiliates, shareholders or predecessors (except for
benefits under the Plan and any Company pension plan).  I further
acknowledge that I have received reimbursement for all reimbursable business
expenses I incurred on behalf of the Company or any of its
affiliates.  I also acknowledge that I have been paid all wages owed
to me by any Released Party up until the day that I signed this Agreement and
that I have been provided all leaves (paid and unpaid) to which I was entitled
during the term of my employment.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


       

      I have
signed this agreement voluntarily and without coercion or duress.  I
understand the final and binding effect of this agreement and agree to each of
its terms.  I acknowledge that the only promises made to me to sign
this agreement are those stated in the Plan and that no other understanding
concerning the subject matter of this agreement, whether oral or written,
exists.  I have been advised to consult with an attorney prior to
executing this agreement and I have been given at least twenty-one (21) days to
consider this agreement before signing (or forty-five (45) days in the case of
any employment termination program offered to a group or class of
employees).  If I sign this agreement, I understand that I have seven
(7) days after the date I sign to revoke, in writing, this
agreement.  Any such revocation must be delivered to my Human
Resources Representative to be effective.  This agreement will not
become effective or enforceable until this seven (7) day period has
expired.  I further acknowledge that I have carefully read the Plan
and this agreement, understand their terms, and I am voluntarily accepting the
Company’s offer of benefits under that Plan.  I understand that the
severance benefits provided under the Plan are valuable consideration to which I
would not otherwise be entitled, but are solely in return for the waiver of
rights and claims stated in this agreement.

      


      I further
agree that my entitlement to any more than three months’ worth
of  severance benefits provided under the Plan is contingent on my
choice to not: (1) become engaged in any employment or other enterprise that
involves being in competition with the Company in any of the markets or product
lines with which I was involved while employed by the Company for a period of 12
months following termination; and (2) directly or indirectly, participate in the
solicitation or recruitment of any Company employees for the 12-month period
following termination.  I expressly acknowledge and agree that if I
choose not to follow either or both of these restrictions, I will be entitled to
receive only three (3) months’ worth of separation benefits.

      


      Based
upon the signing of this agreement, I further agree not to commence any lawsuit
against any Released Party for matters covered by this agreement, nor to
participate in any such action other than as required by law (except as
necessary to protect my rights under this agreement).  I represent
that, as of the effective date of this agreement, I have not brought or joined
any lawsuit or filed any charge or claim against any Released Party in any court
or before any government agency.  Should any provision of this
agreement be declared invalid by a court of competent jurisdiction, the
remaining provisions will remain in full force and effect.  The
Company and I agree that the noncompetition restrictions provided above is
reasonable and necessary to protect the proprietary information of Company and
its affiliates.  Nevertheless, if that restriction is found by a court
of competent jurisdiction to be unreasonable, or overly broad as to geographic
area or time, or otherwise unenforceable, the court will modify the restrictions
so as to be reasonable and enforceable and, as so modified by the court, to be
fully enforced.

      


      This
agreement will be governed by and construed in accordance with the laws of the
State of Texas, without regard to conflicts of law principles
thereof.

      


      


      


      


      Signed
by:                                           
______________________________________________

      


      Printed
Employee
Name:                     ______________________________________________

      


      Dated:                                                   
______________________________________________

      


      Company
Representative:                  _______________________________________________

      


      Dated:                                                   
_______________________________________________