ex10-23.htm


    Exhibit
10.23

     

    


     

    INDEMNIFICATION
AGREEMENT

     

    THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is
effective as of February 17, 2005, by and among Cameron International
Corporation, a Delaware corporation (“Cameron”), and Mr. Peter J. Fluor (the “Indemnitee”).

     

    WHEREAS,
the Indemnitee has been asked to serve on the Board of Directors of Cameron (the
“Board”);

     

    WHEREAS,
it is reasonable, prudent and necessary for Cameron contractually to obligate
itself to indemnify persons serving as directors of Cameron to the fullest
extent permitted by applicable law so that they will serve or continue to serve
as directors of Cameron free from undue concern that they will not be so
indemnified;

     

    WHEREAS,
the Indemnitee is willing to serve and continue to serve on the Board on the
condition that he be so indemnified; and

     

    WHEREAS,
to the extent permitted by law, this Agreement is a supplement to and in
furtherance of the provisions of the Amended and Restated Certificate of
Incorporation of Cameron (the “Certificate”) and the provisions of the Bylaws of
Cameron (the “Bylaws”) or resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of the
Indemnitee thereunder;

     

    NOW
THEREFORE, in consideration of the premises and the covenants contained herein,
Cameron and the Indemnitee do hereby covenant and agree as follows:

     

    Section
1. Services by the
Indemnitee.  The Indemnitee agrees to continue to serve at the
request of Cameron as a director of Cameron (including, without limitation,
service on one or more committees of the Board).  Notwithstanding the
foregoing, the Indemnitee may at any time and for any reason resign from any
such position.

     

    Section
2. Indemnification -
General.  Cameron shall indemnify, and advance Expenses (as
hereinafter defined) to, the Indemnitee as provided in this Agreement and to the
fullest extent permitted by applicable law in effect on the date hereof and to
such greater extent as applicable law may thereafter from time to time
permit.  The rights of the Indemnitee provided under the preceding
sentence shall include, but shall not be limited to, the rights set forth in the
other Sections of this Agreement.

     


    
      
         


      

      
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    Section
3. Proceedings Other Than Proceedings
by or in the Right of Cameron.  The Indemnitee shall be
entitled to the rights of indemnification provided in this Section 3 if, by
reason of his Corporate Status (as hereinafter defined), he is, or is threatened
to be made, a party to or participant in any threatened, pending or completed
Proceeding (as hereinafter defined), other than a Proceeding by or in the right
of Cameron.  Pursuant to this Section 3, Cameron
shall indemnify the Indemnitee against Expenses, judgments, penalties, fines and
amounts paid in settlement (as and to the extent permitted hereunder) actually
and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of Cameron, and, with respect to any criminal Proceeding, if he also had no
reasonable cause to believe his conduct was unlawful.

     

    Section
4. Proceedings by or in the Right of
Cameron.  The Indemnitee shall be entitled to the rights of
indemnification provided in this Section 4 if, by
reason of his Corporate Status, he is, or is threatened to be made, a party to
or participant in any threatened, pending or completed Proceeding brought by or
in the right of Cameron to procure a judgment in its favor.  Pursuant
to this Section
4, Cameron shall indemnify the Indemnitee against Expenses actually and
reasonably incurred by him or on his behalf in connection with such Proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of Cameron.  Notwithstanding the
foregoing, no indemnification against such Expenses shall be made in respect of
any claim, issue or matter in such Proceeding as to which the Indemnitee shall
have been adjudged to be liable to Cameron or if applicable law prohibits such
indemnification; provided, however, that if
applicable law so permits, indemnification against Expenses shall nevertheless
be made by Cameron in such event if and to the extent that the court in which
such Proceeding shall have been brought or is pending, shall so determine


       

      Section 5.  Indemnification for Expenses of a
Party Who is Wholly or Partly Successful.


    

    
    

     

    (a)           To
the extent that the Indemnitee is, by reason of his Corporate Status, a party to
and is successful, on the merits or otherwise, in any Proceeding, Cameron shall
indemnify the Indemnitee against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith.  If the Indemnitee is
not wholly successful in defense of any Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, Cameron shall indemnify the Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf in connection
with each such claim, issue or matter as to which the Indemnitee is successful,
on the merits or otherwise.  For purposes of this Section 5(a), the
term “successful, on the merits or otherwise,” shall include, but shall not be
limited to, (i) the termination of any claim, issue or matter in a Proceeding by
withdrawal or dismissal, with or without prejudice, (ii) termination of any
claim, issue or matter in a Proceeding by any other means without any express
finding of liability or guilt against the Indemnitee, with or without prejudice,
(iii) the expiration of 120 days after the making of a claim or threat of a
Proceeding without the institution of the same and without any promise or
payment made to induce a settlement or (iv) the settlement of any claim, issue
or matter in a Proceeding pursuant to which the Indemnitee pays less than
$200,000.  The provisions of this Section 5(a) are
subject to Section
5(b) below.

     


    
      
         


      

      
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    (b)           In
no event shall the Indemnitee be entitled to indemnification under Section 5(a) above
with respect to a claim, issue or matter to the extent (i) applicable law
prohibits such indemnification, or (ii) an admission is made by the Indemnitee
in writing to Cameron or in such Proceeding or a final, nonappealable
determination is made in such Proceeding that the standard of conduct required
for indemnification under this Agreement has not been met with respect to such
claim, issue or matter.

     

    Section
6. Indemnification for Expenses as a
Witness.  Notwithstanding any provisions herein to the
contrary, to the extent that the Indemnitee is, by reason of his Corporate
Status, a witness in any Proceeding, Cameron shall indemnify the Indemnitee
against all Expenses actually and reasonably incurred by or on behalf of the
Indemnitee in connection therewith.

     

    Section
7. Advancement of
Expenses.  Cameron shall advance all reasonable Expenses
incurred by or on behalf of the Indemnitee in connection with any Proceeding
within 10 days after the receipt by Cameron of a statement or statements from
the Indemnitee requesting such advance or advances from time to time, whether
prior to or after the final disposition of such Proceeding.  Such
statement or statements shall reasonably evidence the Expenses incurred by or on
behalf of the Indemnitee.  The Indemnitee hereby expressly undertakes
to repay such amounts advanced only if, and to the extent that, it shall
ultimately be determined by a final, non-appealable adjudication or arbitration
decision that the Indemnitee is not entitled to be indemnified against such
Expenses.  All amounts advanced to the Indemnitee by Cameron pursuant
to this Section
7 shall be without interest.  Cameron shall make all advances
pursuant to this Section 7 without
regard to the financial ability of the Indemnitee to make repayment, without
bond or other security and without regard to the prospect of whether the
Indemnitee may ultimately be found to be entitled to indemnification under the
provisions of this Agreement.  Any required reimbursement of Expenses
by the Indemnitee shall be made by the Indemnitee to Cameron within 10 days
following the entry of the final, non-appealable adjudication or arbitration
decision pursuant to which it is determined that the Indemnitee is not entitled
to be indemnified against such Expenses.

     

    Section
8. Procedure
for Determination of Entitlement to Indemnification.

     

    (a) To obtain
indemnification under this Agreement, the Indemnitee shall submit to Cameron a
written request therefor, along with such documentation and information as is
reasonably available to the Indemnitee and reasonably necessary to determine
whether and to what extent the Indemnitee is entitled to
indemnification.  The Secretary of Cameron shall, promptly upon
receipt of such a request for indemnification, advise the Board in writing that
the Indemnitee has requested indemnification.

     

    (b) Upon
written request by the Indemnitee for indemnification pursuant to the first
sentence of Section
8(a) hereof, a determination, if required by applicable law, with respect
to the Indemnitee’s entitlement thereto shall be made in the specific case: (i)
by the Board by a majority vote of a quorum consisting of Disinterested
Directors (as hereinafter defined); or (ii) if a quorum of the Board consisting
of Disinterested Directors is not obtainable or, even if obtainable, such quorum
of Disinterested Directors so directs, by Independent Counsel (as hereinafter
defined), as selected pursuant to Section 8(d), in a
written opinion to the Board (which opinion may be a “more likely than not”
opinion), a copy of which shall be delivered to the Indemnitee.  If it
is so determined that the Indemnitee is entitled to indemnification, Cameron
shall make payment to the Indemnitee within 10 days after such
determination.  The Indemnitee shall cooperate with the Person or
Persons making such determination with respect to the Indemnitee’s entitlement
to indemnification, including providing to such Person or Persons upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to the Indemnitee and reasonably necessary to such
determination.  Subject to the provisions of Section 10
hereof, any costs or expenses (including reasonable attorneys’ fees and
disbursements) incurred by the Indemnitee in so cooperating with the Person or
Persons making such determination shall be borne by Cameron, and Cameron hereby
agrees to indemnify and hold the Indemnitee harmless therefrom.

     


    
      
         


      

      
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    (c) Notwithstanding
the foregoing, if a Change of Control has occurred, the Indemnitee may require a
determination with respect to the Indemnitee’s entitlement to indemnification to
be made by Independent Counsel, as selected pursuant to Section 8(d), in a
written opinion to the Board (which opinion may be a “more likely than not”
opinion), a copy of which shall be delivered to the Indemnitee.

     

    (d) In the
event the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 8(b) or (c) hereof, the
Independent Counsel shall be selected as provided in this Section
8(d).  If a Change of Control shall not have occurred, the
Independent Counsel shall be selected by the Board (including a vote of a
majority of the Disinterested Directors if obtainable), and Cameron shall give
written notice to the Indemnitee advising him of the identity of the Independent
Counsel so selected.  If a Change of Control shall have occurred, the
Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee
shall request that such selection be made by the Board, in which event the
preceding sentence shall apply), and approved by Cameron (which approval shall
not be unreasonably withheld).  If (i) an Independent Counsel is to
make the determination of entitlement pursuant to Section 8(b) or (c) hereof, and (ii)
within 20 days after submission by the Indemnitee of a written request for
indemnification pursuant to Section 8(a)
hereof, no Independent Counsel shall have been selected, either Cameron or the
Indemnitee may petition the appropriate court of the State (as hereafter
defined) or other court of competent jurisdiction for the appointment as
Independent Counsel of a Person selected by such court or by such other Person
as such court shall designate.  Cameron shall pay any and all
reasonable fees and expenses of Independent Counsel incurred by such Independent
Counsel in connection with acting pursuant to Section 8(b) or (c) hereof, and
Cameron shall pay all reasonable fees and expenses incident to the procedures of
this Section 8(d),
regardless of the manner in which such Independent Counsel was selected or
appointed.  Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 10(a)(iv) of
this Agreement, Independent Counsel shall be discharged and relieved of any
further responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing). 

       

      Section
9. Presumptions
and Effect of Certain Proceedings; Construction of Certain
Phrases.

    

    
    

     

    (a) In making
a determination with respect to whether the Indemnitee is entitled to
indemnification hereunder, the Reviewing Party making such determination shall
presume that the Indemnitee is entitled to indemnification under this Agreement
if the Indemnitee has submitted a request for indemnification in accordance with
Section 8(a) of
this Agreement, and anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion, by clear and convincing
evidence.

     


    
      
         


      

      
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    (b) Subject
to the terms of Section 16 below, the
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not (except as otherwise expressly provided in this Agreement)
of itself adversely affect the right of the Indemnitee to indemnification or
create a presumption that the Indemnitee did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of Cameron or, with respect to any criminal Proceeding, that the
Indemnitee had reasonable cause to believe that his conduct was
unlawful.

     

    (c) For
purposes of any determination of the Indemnitee’s entitlement to indemnification
under this Agreement or otherwise, the Indemnitee shall be deemed to have acted
in good faith and in a manner he reasonably believe to be in or not opposed to
the best interests of Cameron, and, with respect to a criminal Proceeding, to
have also had no reasonable cause to believe his conduct was unlawful, if the
Indemnitee’s action is based on the records or books of account of Cameron or
another enterprise, including financial statements, or on information supplied
to the Indemnitee by the officers of Cameron or another enterprise in the course
of their duties, or on the advice of legal or financial counsel for Cameron or
the Board (or any committee thereof) or for another enterprise or its board of
directors (or any committee thereof), or on information or records given or
reports made by an independent certified public accountant or by an appraiser or
other expert selected by Cameron or the Board (or any committee thereof) or by
another enterprise or its board of directors (or any committee
thereof).  For purposes of this Section 9(c), the
term “another enterprise” means any other corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other
enterprise of which the Indemnitee is or was serving at the request of Cameron
as a director, officer, employee or agent.  The provisions of this
Section 9(c)
shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.  In
addition, the knowledge and/or actions, or failure to act, of any other
director, trustee, partner, managing member, fiduciary, officer, agent or
employee of Cameron shall not be imputed to the Indemnitee for purposes of
determining the right to indemnification under this
Agreement.  Whether or not the foregoing provisions of this Section 9(c) are
satisfied, it shall in any event be presumed that the Indemnitee has acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of Cameron, and, with respect to a criminal Proceeding, that he
also had no reasonable cause to believe his conduct was
unlawful.  Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion, by clear and convincing
evidence.

     

    (d) For
purposes of this Agreement, references to “fines” shall include any excise taxes
assessed on the Indemnitee with respect to an employee benefit plan; references
to “serving at the request of Cameron” shall include, but shall not be limited
to, any service as a director, officer, employee or agent of Cameron which
imposes duties on, or involves services by, the Indemnitee with respect to an
employee benefit plan, its participants or its beneficiaries; and if the
Indemnitee has acted in good faith and in a manner he reasonably believed to be
in the interest of the participants and beneficiaries of an employee benefit
plan, he shall be deemed to have acted in a manner “not opposed to the best
interests of Cameron” as used in this Agreement.  The provisions of
this Section
9(d) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.

     


    
      
         


      

      
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    Section
10. Remedies of the
Indemnitee.

     

    (a) In the
event that (i) a determination is made pursuant to Section 8 of this
Agreement that the Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to
Section 7 of
this Agreement, (iii) the determination of entitlement to indemnification
is to be made by the Board pursuant to Section 8(b) of
this Agreement and such determination shall not have been made and delivered to
the Indemnitee in writing within twenty (20) days after receipt by Cameron of
the request for indemnification, (iv) the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to Section 8(b) or (c) of this Agreement
and such determination shall not have been made in a written opinion to the
Board and a copy delivered to the Indemnitee within forty-five (45) days after
receipt by Cameron of the request for indemnification, (v) payment of
indemnification is not made pursuant to Section 6 of this
Agreement within 10 days after receipt by Cameron of a written request therefor
or (vi) payment of indemnification is not made within 10 days after a
determination has been made that the Indemnitee is entitled to indemnification
or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement,
the Indemnitee shall be entitled to an adjudication in an appropriate court of
the State of his entitlement to such indemnification or advancement of
Expenses.  Alternatively, the Indemnitee, at his sole option, may seek
an award in arbitration to be conducted by a single arbitrator pursuant to the
rules of the American Arbitration Association.  The Indemnitee shall
commence such Proceeding seeking an adjudication or an award in arbitration
within 180 days following the date on which the Indemnitee first has the right
to commence such Proceeding pursuant to this Section 10(a); provided, however, that the
foregoing clause shall not apply in respect of a Proceeding brought by the
Indemnitee to enforce his rights under Section 5 of this
Agreement.

     

    (b) In the
event that a determination is made pursuant to Section 8 of this
Agreement that the Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 10 shall be
conducted in all respects as a de novo trial or a de novo arbitration (as
applicable) on the merits, and the Indemnitee shall not be prejudiced by reason
of that adverse determination.  In any judicial proceeding or
arbitration commenced pursuant to this Section 10, Cameron
shall have the burden of proving that the Indemnitee is not entitled to
indemnification, and Cameron shall be precluded from referring to or offering
into evidence a determination made pursuant to Section 8 of this
Agreement that is adverse to the Indemnitee’s right to
indemnification.  If the Indemnitee commences a judicial proceeding or
arbitration pursuant to this Section 10, the
Indemnitee shall not be required to reimburse Cameron for any advances pursuant
to Section 7
until a final determination is made with respect to the Indemnitee’s entitlement
to indemnification (as to which rights of appeal have been exhausted or
lapsed).

     

    (c) If a
determination is made or deemed to have been made pursuant to Section 8 or 9 of this Agreement
that the Indemnitee is entitled to indemnification, Cameron shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant
to this Section
10, absent (i) a misstatement by the Indemnitee of a material fact, or an
omission by the Indemnitee of a material fact necessary to make the Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under applicable
law.

     


    
      
         


      

      
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    (d) Cameron
shall be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable and shall stipulate in any such court or before any such arbitrator
that Cameron is bound by all of the provisions of this Agreement.

     

    (e) In the
event that the Indemnitee, pursuant to this Section 10, seeks a
judicial adjudication or an award in arbitration to enforce his rights under, or
to recover damages for breach of, this Agreement, the Indemnitee shall be
entitled to recover from Cameron, and shall be indemnified by Cameron against,
any and all Expenses actually and reasonably incurred by him in such judicial
adjudication or arbitration, unless the court or arbitrator determines that each
of the Indemnitee’s claims in such Proceeding were made in bad faith or were
frivolous.  In the event that a Proceeding is commenced by or in the
right of Cameron against the Indemnitee to enforce or interpret any of the terms
of this Agreement, the Indemnitee shall be entitled to recover from Cameron, and
shall be indemnified by Cameron against, any and all Expenses actually and
reasonably incurred by him in such Proceeding (including with respect to any
counter-claims or cross-claims made by the Indemnitee against Cameron in such
Proceeding), unless the court or arbitrator determines that each of the
Indemnitee’s material defenses in such Proceeding were made in bad faith or were
frivolous.

     

    (f) Any
judicial adjudication or arbitration determined under this Section 10 shall be
final and binding on the parties.

     

    Section
11. Defense of Certain
Proceedings.  In the event Cameron shall be obligated under
this Agreement to pay the Expenses of any Proceeding against the Indemnitee in
which Cameron is a co-defendant with the Indemnitee, Cameron shall be entitled
to assume the defense of such Proceeding, with counsel approved by the
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to the Indemnitee of written notice of its election to do so.  After
delivery of such notice, approval of such counsel by the Indemnitee and the
retention of such counsel by Cameron, the Indemnitee shall nevertheless be
entitled to employ or continue to employ his own counsel in such
Proceeding.  Employment of such counsel by the Indemnitee shall be at
the cost and expense of Cameron unless and until Cameron shall have demonstrated
to the reasonable satisfaction of the Indemnitee and the Indemnitee’s counsel
that there is complete identity of issues and defenses and no conflict of
interest between Cameron and the Indemnitee in such Proceeding, after which time
further employment of such counsel by the Indemnitee shall be at the cost and
expense of the Indemnitee.  In all events, if Cameron shall not, in
fact, have timely employed counsel to assume the defense of such Proceeding,
then the fees and Expenses of the Indemnitee’s counsel shall be at the cost and
expense of Cameron.

     

    Section
12. Exception to Right of
Indemnification or Advancement of Expenses.  Notwithstanding
any other provision of this Agreement, the Indemnitee shall not be entitled to
indemnification or advancement of Expenses under this Agreement with respect to
any Proceeding, or any claim therein, brought or made by the Indemnitee
against:

     


    
      
         


      

      
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    (a) Cameron,
except for (i) any claim or Proceeding in respect of this Agreement and/or
the Indemnitee’s rights hereunder, (ii) any claim or Proceeding to establish or
enforce a right to indemnification under any statute or law and (iii) any
counter-claim or cross-claim brought or made by him against Cameron in any
Proceeding brought by or in the right of Cameron against him; or

     

    (b) any other
Person, except for Proceedings or claims approved by the Board.

     

    Section
13. Contribution.

     

    (a) If, with
respect to any Proceeding, the indemnification provided for in this Agreement is
held by a court of competent jurisdiction to be unavailable to the Indemnitee
for any reason other than that the Indemnitee did not act in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Cameron or, with respect to a criminal Proceeding, that the Indemnitee had
reasonable cause to believe his conduct was unlawful, Cameron shall contribute
to the amount of Expenses, judgments, penalties, fines and amounts paid in
settlement actually and reasonably incurred by the Indemnitee or on his behalf
in connection with such Proceeding or any claim, issue or matter therein in such
proportion as is appropriate to reflect the relative benefits received by the
Indemnitee and the relative fault of the Indemnitee versus the other defendants
or participants in connection with the action or inaction which resulted in such
Expenses, judgments, penalties, fines and amounts paid in settlement, as well as
any other relevant equitable considerations.

     

    (b) Cameron
and the Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 13 were
determined by pro rata or per capita allocation or by any other method of
allocation which does not take into account the equitable considerations
referred to in Section
13(a) above.

     

    (c) No Person
found guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act of 1933) shall be entitled to contribution from any
Person who was not found guilty of such fraudulent
misrepresentation.

     

    Section
14. Officer and Director Liability
Insurance.

     

    (a) Cameron
shall use all commercially reasonable efforts to obtain and maintain in effect
during the entire period for which Cameron is obligated to indemnify the
Indemnitee under this Agreement, one or more policies of insurance with
reputable insurance companies to provide the directors and officers of Cameron
with coverage for losses from wrongful acts and omissions and to ensure
Cameron’s performance of its indemnification obligations under this
Agreement.  In all such insurance policies, the Indemnitee shall be
named as an insured in such a manner as to provide the Indemnitee with the same
rights and benefits as are accorded to the most favorably insured of Cameron’s
directors and officers.  Notwithstanding the foregoing, Cameron shall
have no obligation to obtain or maintain such insurance if Cameron determines in
good faith that the Indemnitee is covered by such insurance maintained by a
subsidiary or parent of Cameron.

     


    
      
         


      

      
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    (b) To the
extent that Cameron maintains an insurance policy or policies providing
liability insurance for directors or officers of any other corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise which the Indemnitee serves at the request of Cameron,
the Indemnitee shall be named as an insured under and shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for the most favorably insured director or officer
under such policy or policies.

     

    (c) In the
event that Cameron is a named insured under any policy or policies of insurance
referenced in either Section 14(a) or
(b) above,
Cameron hereby covenants and agrees that it will not settle any claims or
Proceedings that may be covered by such policy or policies of insurance and in
which the Indemnitee has or may incur Expenses, judgments, penalties, fines or
amounts paid in settlement without the prior written consent of the
Indemnitee.

     

    Section
15. Security.  Upon
reasonable request by the Indemnitee, Cameron shall provide security to the
Indemnitee for Cameron’s obligations hereunder through an irrevocable bank
letter of credit, funded trust or other similar collateral.  Any such
security, once provided to the Indemnitee, may not be revoked or released
without the prior written consent of the Indemnitee, which consent may be
granted or withheld at the Indemnitee’s sole and absolute
discretion.

     

    Section
16. Settlement of
Claims.  Cameron shall not be liable to indemnify the
Indemnitee under this Agreement for any amounts paid in settlement of any
Proceeding effected without Cameron’s written consent, which consent shall not
be unreasonably withheld.

     

    Section
17. Duration of
Agreement.  This Agreement shall be unaffected by the
termination of the Corporate Status of the Indemnitee and shall continue for so
long as the Indemnitee may have any liability or potential liability by virtue
of his Corporate Status, including, without limitation, the final termination of
all pending Proceedings in respect of which the Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any Proceeding
commenced by the Indemnitee pursuant to Section 10 of this
Agreement relating thereto, whether or not he is acting or serving in such
capacity at the time any liability or Expense is incurred for which
indemnification can be provided under this Agreement.  This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of Cameron), assigns, spouses,
heirs, executors and personal and legal representatives.

     

    Section
18. Remedies of
Cameron.  Cameron hereby covenants and agrees to submit any and
all disputes relating to this Agreement that the parties are unable to resolve
between themselves to binding arbitration pursuant to the rules of the American
Arbitration Association and waives all rights to judicial adjudication of any
matter or dispute relating to this Agreement except where judicial adjudication
is requested or required by the Indemnitee.

     


    
      
         


      

      
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    Section
19. Covenant Not to Sue, Limitation of
Actions and Release of Claims.  No legal action shall be
brought and no cause of action shall be asserted by or on behalf of Cameron (or
any of its subsidiaries) against the Indemnitee, his spouse, heirs, executors,
personal representatives or administrators after the expiration of two (2) years
from the date on which the Corporate Status of the Indemnitee is terminated (for
any reason), and any claim or cause of action of Cameron (or any of its
subsidiaries) shall be extinguished and deemed released unless asserted by
filing of a legal action within such two-year period; provided, however, that the
foregoing shall not apply to any action or cause of action brought or asserted
by Cameron pursuant to or in respect of this Agreement and shall not constitute
a waiver or release of any of Cameron’s rights under this
Agreement.

     

    Section
20. Limitation of
Liability.  Notwithstanding any other provision of this
Agreement, neither party shall have any liability to the other for, and neither
party shall be entitled to recover from the other, any consequential, special,
punitive, multiple or exemplary damages as a result of a breach of this
Agreement.

     

    Section
21. Subrogation.  In
the event of any payment under this Agreement, Cameron shall be subrogated to
the extent of such payment to all of the rights of recovery of the Indemnitee,
who shall execute all papers required and take all action necessary to secure
such rights, including execution of such documents as are necessary to enable
Cameron to bring suit to enforce such rights.

     

    Section
22. No Multiple
Recovery.  Cameron shall not be liable under this Agreement to
make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that the Indemnitee has otherwise actually received such payment under
any insurance policy, contract, agreement or otherwise.

     

    Section
23. Definitions.  For
purposes of this Agreement:

     

    (a) “Affiliate” means,
with respect to any Person, any other Person directly or indirectly controlling,
controlled by or under common control with such Person.  For purposes
hereof, “control” (including, with correlative meaning, the terms “controlling”,
“controlled by” and “under common control with”) means the possession, directly
or indirectly, of the power to direct or cause the direction of management and
policies of such Person, by contract or otherwise.

     

    (b) “Change of Control”
shall mean a change in control of Cameron occurring after the date of this
Agreement of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on
any similar schedule or form) promulgated under the Exchange Act, whether or not
Cameron is then subject to such reporting requirement.  Without
limiting the foregoing, such a Change in Control shall be deemed to have
occurred if, after the date of this Agreement, (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of securities of Cameron representing 20% or more
of the combined voting power of Cameron’s then outstanding securities entitled
to vote generally in the election of directors without the prior approval of at
least two-thirds of the members of the Board in office immediately prior to such
person attaining such percentage interest; (ii) Cameron is a party to a merger,
consolidation, sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board in office immediately prior to such
transaction or event constitute less than a majority of the Board thereafter;
(iii) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board (including for this purpose any
new director whose election or nomination for election by Cameron’s shareholders
was approved by a vote of at least two-thirds of the directors then still in
office who were directors at the beginning of such period) cease for any reason
to constitute at least a majority of the Board; or (iv) approval by the
shareholders of Cameron of a liquidation or dissolution of Cameron.

     


    
      
         


      

      
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    (c) “Company” means Cooper
Cameron Corporation, a Delaware corporation.

     

    (d) “Corporate Status”
describes the status of an individual who is or was an officer or director of
Cameron, or is or was serving at the request of Cameron as an officer, director,
employee or agent of another corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other
enterprise.

     

    (e) “Disinterested
Director” means a director of Cameron who is not and was not a party to,
or otherwise involved in, the Proceeding for which indemnification is sought by
the Indemnitee.

     

    (f) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    (g) “Expenses” shall
include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating or being or preparing to be a witness in a
Proceeding.

     

    (h) “Independent Counsel”
means a law firm or a member of a law firm that is experienced in matters of
corporation law and neither presently is, nor in the past five (5) years has
been, retained to represent: (i) Cameron or the Indemnitee in any matter
material to either such party or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any Person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either Cameron or the Indemnitee in
an action to determine the Indemnitee’s rights under this
Agreement.

     

    (i) “Person” means a
natural person, firm, partnership, joint venture, association, corporation,
company, limited liability company, trust, business trust, estate or other
entity.

     

    (j) “Proceeding” includes
any action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding whether civil,
criminal, administrative or investigative.

     

    (k) “State” means the
State of Texas.

     

    Section
24. Non-Exclusivity.  The
Indemnitee’s rights of indemnification and to receive advancement of Expenses as
provided by this Agreement shall not be deemed exclusive of any other rights to
which the Indemnitee may at any time be entitled under applicable law, the
Certificate, the Bylaws, any agreement, a vote of stockholders, a resolution of
directors or otherwise.

     


    
      
         


      

      
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    Section
25. Remedies Not
Exclusive.  No right or remedy herein conferred upon the
Indemnitee is intended to be exclusive of any other right or remedy, and every
other right or remedy shall be cumulative of and in addition to the rights and
remedies given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy of the
Indemnitee hereunder or otherwise shall not be deemed an election of remedies on
the part of the Indemnitee and shall not prevent the concurrent assertion or
employment of any other right or remedy by the Indemnitee.

     

    Section
26. Changes in Law.  In
the event that a change in applicable law after the date of this Agreement,
whether by statute, rule or judicial decision, expands or otherwise increases
the right or ability of a Delaware corporation to indemnify a member of its
board of directors or an officer, the Indemnitee shall, by this Agreement, enjoy
the greater benefits so afforded by such change.  In the event that a
change in applicable law after the date of this Agreement, whether by statute,
rule or judicial decision, narrows or otherwise reduces the right or ability of
a Delaware corporation to indemnify a member of its board of directors or an
officer, such change shall have no effect on this Agreement or any of the
Indemnitee’s rights hereunder, except and only to the extent required by
law.

     

    Section
27. Interpretation of
Agreement.  Cameron and the Indemnitee acknowledge and agree
that it is their intention that this Agreement be interpreted and enforced so as
to provide indemnification to the Indemnitee to the fullest extent now or
hereafter permitted by law.

     

    Section
28. Severability.  If
any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this agreement (including,
without limitation, each portion of any Section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; (b) such provision or provisions will be
deemed reformed to the extent necessary to conform to applicable law and to give
maximum effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested by the provision or provisions held invalid, illegal or
unenforceable.

     

    Section
29. Governing
Law; Jurisdiction and Venue; Specific Performance.

     

    (a) The
parties agree that this Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of Delaware without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.

     


    
      
         


      

      
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    (b) ANY
“ACTION OR PROCEEDING” (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE FILED IN AND LITIGATED OR ARBITRATED SOLELY
BEFORE THE COURTS LOCATED IN OR ARBITRATORS SITTING IN HARRIS COUNTY IN THE
STATE OF TEXAS, AND EACH PARTY TO THIS AGREEMENT:  (i) GENERALLY AND
UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND
ARBITRATORS AND VENUE THEREIN, AND WAIVES TO THE FULLEST EXTENT PROVIDED BY LAW
ANY DEFENSE OR OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE DOCTRINE
OF “FORUM NON CONVENIENS;” AND (ii) GENERALLY AND UNCONDITIONALLY CONSENTS TO
SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY DELIVERY OF CERTIFIED OR
REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH THE NOTICE
PROVISIONS OF THIS AGREEMENT.  FOR PURPOSES OF THIS SECTION, THE TERM
“ACTION OR PROCEEDING” IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS,
HEARINGS, ARBITRATIONS OR OTHER SIMILAR PROCEEDINGS, INCLUDING APPEALS AND
PETITIONS THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR
NON-GOVERNMENTAL, OR CIVIL OR CRIMINAL.  THE FOREGOING CONSENT TO
JURISDICTION SHALL NOT CONSTITUTE GENERAL CONSENT TO SERVICE OF PROCESS IN THE
STATE FOR ANY PURPOSE EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO
CONFER RIGHTS ON ANY PERSON OTHER THAN THE PARTIES TO THIS
AGREEMENT.

     

    (c) Cameron
acknowledges that the Indemnitee may, as a result of Cameron’s breach of its
covenants and obligations under this Agreement, sustain immediate and long-term
substantial and irreparable injury and damage which cannot be reasonably or
adequately compensated by damages at law.  Consequently, Cameron
agrees that the Indemnitee shall be entitled, in the event of Cameron’s breach
or threatened breach of its covenants and obligations hereunder, to obtain
equitable relief from a court of competent jurisdiction, including enforcement
of each provision of this Agreement by specific performance and/or temporary,
preliminary and/or permanent injunctions enforcing any of the Indemnitee’s
rights, requiring performance by Cameron, or enjoining any breach by Cameron,
all without proof of any actual damages that have been or may be caused to the
Indemnitee by such breach or threatened breach and without the posting of bond
or other security in connection therewith.  Cameron waives the claim
or defense therein that the Indemnitee has an adequate remedy at law, and
Cameron shall not allege or otherwise assert the legal position that any such
remedy at law exists.  Cameron agrees and acknowledges
that:  (i) the terms of this Section 29(c)
are fair, reasonable and necessary to protect the legitimate interests of the
Indemnitee; (ii) this waiver is a material inducement to the Indemnitee to enter
into the transactions contemplated hereby; and (iii) the Indemnitee relied upon
this waiver in entering into this Agreement and will continue to rely on this
waiver in its future dealings with Cameron.  Cameron represents and
warrants that it has reviewed this provision with its legal counsel, and that it
has knowingly and voluntarily waived its rights referenced in this Section 29 following
consultation with such legal counsel.

     


    
      
         


      

      
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    Section
30. Nondisclosure of
Payments.  Except as expressly required by Federal securities
laws, Cameron shall not disclose any payments under this Agreement without the
prior written consent of the Indemnitee.  Any payments to the
Indemnitee that must be disclosed shall, unless otherwise required by law, be
described only in Cameron proxy or information statements relating to special
and/or annual meetings of Cameron’s shareholders, and Cameron shall afford the
Indemnitee a reasonable opportunity to review all such disclosures and, if
requested by the Indemnitee, to explain in such statement any mitigating
circumstances regarding the events reported.

     

    Section
31. Notice by the
Indemnitee.  The Indemnitee agrees to promptly notify Cameron
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses covered
hereunder.

     

    Section
32. Notices.  All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (a) delivered by hand and
received for by the party to whom said notice or other communication shall have
been directed, or (b) mailed by U.S. certified or registered mail with postage
prepaid, on the third business day after the date on which it is so
mailed:  (i) If to Cameron: Cooper Cameron Corporation, 1333 West Loop
South, Suite 1700, Houston, Texas 77027, Attention:  President; and
(ii) if to any other party hereto, including the Indemnitee, to the address of
such party set forth on the signature page hereof; or to such other address as
may have been furnished by any party to the other(s), in accordance with this
Section
32.

     

    Section
33. Modification and
Waiver.  No supplement, modification or amendment of this
Agreement or any provision hereof shall limit or restrict in any way any right
of the Indemnitee under this Agreement with respect to any action taken or
omitted by the Indemnitee in his Corporate Status prior to such supplement,
modification or amendment.  No supplement, modification or amendment
of this Agreement or any provision hereof shall be binding unless executed in
writing by both of Cameron and the Indemnitee.  No waiver of any
provision of this Agreement shall be deemed or shall constitute a wavier of any
other provision hereof (whether or not similar) nor shall such waiver constitute
a continuing waiver.

     

    Section
34. Headings.  The
headings of the Sections or paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.

     

    Section
35. Gender.  Use of the
masculine pronoun in this Agreement shall be deemed to include usage of the
feminine pronoun where appropriate.

     

    Section
36. Identical
Counterparts.  This Agreement may be executed in one or more
counterparts (whether by original, photocopy or facsimile signature), each of
which shall for all purposes be deemed to be an original, but all of which
together shall constitute one and the same Agreement.  Only one such
counterpart executed by the party against whom enforcement is sought must be
produced to evidence the existence of this Agreement.

     


    
      
         


      

      
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      IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of
the day and year first above written.

       

      
        
          	
                  ATTEST:

                   

                   

                	 
      	
                  CAMERON
      INTERNATIONAL CORPORATION

                
	
                   

                  By:   /s/
      William C.
      Lemmer                                         
      

                	 
      	
                   

                  By:   /s/ Sheldon R.
      Erikson                                                            

                
	
                  Name:         William
      C. Lemmer

                	 
      	
                  Name:         Sheldon
      R. Erikson

                
	
                  Title:           VP,
      General Counsel & Secy.

                	 
      	
                  Title:           Chairman,
      President & CEO

                


        

      

      


      
 

      
        


         

        
          	 
      	
                  INDEMNITEE

                
	 
      	
                   

                  /s/ Peter
      J. Fluor                                                                                

                
	 
      	
                  Name:
      Peter J. Fluor

                   

                
	 
      	
                  Address:     [                                          ]

                


        

        


         

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