ex10-30.htm


    Exhibit
10.30

    


      


      


      CAMERON
INTERNATIONL CORPORATION

      NON-QUALIFIED STOCK OPTION
AGREEMENT

      


      Effective
Date:  _______________,
20____


      


      1.           Purpose.  As
an additional incentive and inducement to you to remain in the employment of
Cameron International Corporation (the “Company”) or one of its direct or
indirect subsidiaries and to acquire an ownership position in the Company,
thereby aligning your interests with those of the Company and its stockholders,
the Company hereby grants to you, the “Optionee”,  the option to
purchase common stock of the Company 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 _______________, 20____
.

      


      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 $_______
per Share.

      


      4.           Vesting.  The
Option granted pursuant to the Agreement (“Option”) may be exercised, in whole
or in part, but only as to the number of Shares as to which the right to
exercise has vested at the time of exercise, during the period beginning _______________, 20____ (one
year from the date on which it was granted), and ending _______________, 20____ (seven
years from the date on which Option was granted.

      


      5.           Exercise
of Option.  The Option granted herein may be exercised as to
vested Shares, 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 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 shall be subject to the provisions of the Plan relating to adjustments to
corporate capitalization, provided, however, that in the event of any
reorganization, recapitalization, dividend or distribution (whether in cash,
shares or other property, other than a regular cash dividend), stock split,
reverse stock split or other similar change in corporate structure affecting the
Shares subject to the Option, the Option shall be appropriately adjusted to
reflect such change, but only so far as is necessary to maintain the
proportionate interest of the Participant and preserve, without exceeding, the
value of such Option.

       
 

      


      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 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 terminates, for reasons other than cause (as defined
below), at age 60 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; and the
Optionee shall have the right to exercise the Option at any time within the
lesser of: (i) the term of the option, or (ii) a three (3) year period
commencing on the day next following such termination, or one (1) year from the
last date of vesting, whichever is greater; and

      


      (b)  If
the Optionee is an Executive Officer of the Company at age 65 or older with at
least ten years of service with the Company and the Optionee’s employment
terminates for reasons, other than cause (as defined below), any unvested shares
shall continue to vest according to the terms of the Option and the Optionee
shall have the right to exercise the Option according to the terms of the
Option; and


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      (c)  If
the Optionee’s employment terminates by reason of death or long-term
disability  of the Optionee, any unvested Shares shall vest in full as
of the date of such termination, and 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 within a three (3) year period commencing on the date of  such
termination, whichever is less, but in either case, never less than 12 months
from the date of such termination.  For purposes of this Stock Option
Agreement, long-term disability shall mean that the participant is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
months; and

      


      (d)  If
the Optionee’s employment terminates by reason of a workforce reduction, 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 the grant date and termination date; and the
Optionee shall have the right to exercise the Option granted hereunder at any
time within the lesser of: (i) the term of the Option, or (ii) a three(3) year
period commencing on the day next following such termination, or one (1) year
from the last date of vesting, whichever is greater; and

      


      (e)  If
the Optionee’s employment terminates voluntarily other than as provided for in
Sections (a), (b), (c) or (d) above, or as a result of involuntary termination
other than for cause or as provided for in Sections (c) and (d) 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 had already 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

      


      (f) 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.  For purposes of the Stock Option Agreement, “cause” shall
mean the Optionee has (1) engaged in gross negligence or willful misconduct in
the performance of his duties and responsibilities respecting his position with
the Company, (2) willfully refused, without proper legal reason, to perform the
duties and responsibilities respecting his position with the Company, (3)
breached any material policy or code of conduct established by the Company and
affecting the Optionee, (4) engaged in conduct that Optionee knows or should
know is materially injurious to the Company, (5) been convicted of a felony or a
misdemeanor involving moral turpitude, or (6) engaged in an act of dishonest or
impropriety which materially impairs the Optionee’s effectiveness in his
position with the Company.

      


      10.           Change of
Control.

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

      


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

      


      
        	
                (vii)  

              	
                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

              


      

      


      
        	
                (viii)  

              	
                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

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                (ix)  

              	 


      

      


      
        	
                (x)  

              	
                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).

              


      

      


      
        	
                (xi)  

              	
                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

              


      

      


      
        	
                (xii)  

              	
                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:

      Cameron
International 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,
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.

      (c) 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”).

      


      (d) 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:

      


      
        	
                (iv)  

              	
                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;

              


      

      


      
        	
                (v)  

              	
                payment
      of the Required Tax amounts to the Company;
or

              


      

      


      
        	
                (vi)  

              	
                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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