ex10-31.htm


    Exhibit
10.31

    


    


    


    CAMERON
INTERNATIONAL CORPORATION

    


    Restricted Stock Unit Award
Agreement

    [DATE]

    


    This
AWARD AGREEMENT (the “Award”) is between the employee listed on the attached
Notice of Grant of Award (“Participant”) and Cameron International Corporation
(the “Company”), in connection with the Restricted Stock Unit Award granted to
Participant by the Company.

    


    1.           Effective
Date and Issuance of Restricted Stock.  The Company hereby
grants to the Participant, on the terms and conditions set forth herein, an
award of Restricted Stock Units (the “Award”).  This Restricted Stock
Unit Award is a commitment to issue one Share of Cameron common stock (“Share”)
for each share of restricted stock units specified on the Notice of Grant of
Award, at vesting.  If Participant completes, signs, and returns one
copy of this agreement (the “Award Agreement”) to the Company in Houston, Texas,
U.S.A., this Award Agreement will be effective as of [DATE].

    


    2.           Terms
Subject to the Plan.  This Award Agreement is expressly subject
to the terms and provisions of the Company's Equity Incentive Plan (the
"Plan"), as indicated in your Notice of Grant of Award.  A copy of the
Plan is available on the Cameron Intranet under the Legal Section.  In
the event there is a conflict between the terms of the Plan and this Award
Agreement, the terms of the Plan shall control.

    


    3.           Vesting
Requirement.  The
Award shall become 100% vested, subject to the provisions of Section 4 below, on
[DATE]
(the “Vesting Date”).  All Restricted Stock Units which become vested
shall be payable in accordance with Section 6 hereof.

    


    4.           Termination
of Employment.  Notwithstanding
the foregoing:

    (a) If
the Participant’s employment voluntarily terminates at age 60 or older for
reasons other than cause, and the Participant has at least ten years of service
with the Company, any unvested Restricted Stock Units (RSU) shall continue to
vest according to the terms of the RSU Award; except that if such termination
occurs within one year from the effective date of the Award, the number of RSUs
that will continue to vest shall be reduced to be proportionate to that portion
of the year between such effective date and the date of termination and the
balance of the Award shall be immediately cancelled. For purposes of the Award
Agreement, “cause” shall mean the Participant 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 Participant, (4)
engaged in conduct that Participant 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 Participant’s effectiveness in his position with the
Company.

    


    (b)  If
the Participant’s employment terminates by reason of the death or long-term
disability of the Participant, the Award shall be immediately vested in full as
of the date of such termination; except that if such termination occurs within
one year from the effective date of the Award, the number of RSUs that will vest
in full shall be reduced to be proportionate to that portion of the year between
the effective date of the Award and the date of termination and the balance of
the Award shall be immediately cancelled.  For purposes of this Award
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.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (c)  If
the Participant’s employment terminates by reason of a workforce reduction, the
Award shall continue to vest according to the terms of the award; except that if
such termination occurs within one year from the effective date of the Award,
the number of RSUs that will vest in full shall be reduced to be proportionate
to that portion of the year between such effective date and the date of
termination and the balance of the Award shall be immediately
cancelled.

    


    (d)  If
the Participant’s employment terminates for reasons other than for those
addressed in the previous three subsections, no RSUs shall vest for the benefit
of the Participant after the termination date.

    


    5.           Change of
Control.

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

    


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

    


    
      	
              (i)  

            	
              any
      Person is or becomes the “beneficial owner” (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly, of securities of the
      Company representing 20% or more of the combined voting power of the
      Company’s outstanding voting securities, other than through the purchase
      of voting securities directly from the Company through a private
      placement; or

            


    

    


    
      	
              (ii)  

            	
              individuals
      who constitute the Board on the date hereof (the “Incumbent Board”) cease
      for any reason to constitute at least a majority thereof, provided that
      any person becoming a director subsequent to the date hereof whose
      election, or nomination for election by the Company’s shareholders, was
      approved by a vote of at least two-thirds of the directors comprising the
      Incumbent Board shall from and after such election be deemed to be a
      member of the Incumbent Board; or

            


    

    


    
      	
              (iii)  

            	
              a
      merger or consolidation involving the Company or its stock, or an
      acquisition by the Company, directly or indirectly or through one or more
      subsidiaries, of another entity or its stock or assets in exchange for the
      stock of the Company unless, immediately following such transaction less
      than 50% of the then outstanding voting securities of the surviving or
      resulting corporation or entity will be (or is) then beneficially owned,
      directly or indirectly, by all or substantially of the individuals and
      entities who were the beneficial owners of the Company’s outstanding
      voting securities immediately prior to such transaction (treating, for
      purposes of determining whether the 50% continuity test is met, any
      ownership of the voting securities of the surviving or resulting
      corporation or entity that results from a stockholder’s ownership of the
      stock of, or their ownership interest in, the corporation or other entity
      with which the Company is merged or consolidated as not owned by persons
      who were beneficial owners of the Company’s outstanding voting securities
      immediately prior to the
transaction).

            


    

    


    
      	
              (iv)  

            	
              a
      tender offer or exchange offer is made and consummated by a Person other
      than the Company for the ownership of 20% or more of the voting securities
      of the Company then outstanding; or

            


    

    


    
      	
              (v)  

            	
              all
      or substantially all of the assets of the Company are sold or transferred
      to a Person as to which (a) the Incumbent Board does not have authority
      (whether by law or contract) to directly control the use or further
      disposition of such assets and (b) the financial results of the Company
      and such Person are not consolidated for financial reporting
      purposes.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    Anything else in this definition to the
contrary notwithstanding, no Change of Control shall be deemed to have occurred
by virtue of any transaction which results in the Participant, or a group of
Persons which includes the Participant, 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.

    


    6.           Payment
of Award.

    (a) Employed
through Vesting Date. If the Participant is
employed with the Company through the Vesting Date, payment of his vested
Restricted Stock Units shall be made within 30 days following the Vesting
Date.

    


    (b) Employment Terminates Prior
to Vesting Date.

     

    
      
        	
                i.

              	
                If
      the Participant dies prior to the Vesting Date, the Award, as accelerated
      pursuant to Section 4 and/or 5 hereof, shall be paid within 30 days of the
      Participant’s death.

                 

              
	
                ii.

              	
                If
      the participant voluntarily terminates employment with the Company in
      accordance with Section 4(a), the vested portion of the Award shall be
      paid within 30 days following the Vesting Date.

                 

              
	
                iii.

              	
                If
      the Participant terminates employment with the Company due to his
      long-term disability in accordance with Section 4(b), the vested portion
      of the Award shall be paid within 30 days following the Vesting
      Date.

                 

              
	
                iv.

              	
                If
      the Participant terminates employment with the Company by reason of a
      workforce reduction in accordance with Section 4(c), the vested portion of
      his Award shall be paid within 30 days following the Vesting
      Date.

                 

              


      

       

    

    (c) Change in
Control.  Upon the occurrence of a Change in Control that also
constitutes a “change in control event” within the meaning of U.S. Department of
Treasury Regulation Section 1.409A-3(i)(5) (a “Section 409A CIC”), Participant’s
vested Award shall be paid within 30 days following such Section 409A
CIC.  Upon the occurrence of a Change in control that is not a Section
409A CIC, Participant’s vested award shall be paid within 30 days following the
Vesting Date.

    


    The
Shares which the Award entitles the Participant to receive shall be paid to the
Participant, after deduction of the number of Shares the Fair Market Value, as
defined in the Plan, of which equals the applicable minimum statutory
withholding taxes.

    


    7.           Restrictions
on Transfer.  Except as provided by the Plan, neither this
Restricted Stock Unit Award nor any Restricted Stock Units covered hereby may be
sold, assigned, transferred, encumbered, hypothecated or pledged by the
Participant, other than to the Company as a result of forfeiture of the units as
provided herein.

    


    8.           No Voting
Rights.   The Restricted Stock Units granted pursuant to
this Award, whether or not vested, will not confer any voting rights upon the
Participant, unless and until the Award is paid in Shares.

    


    9.           Changes
in Capitalization. The Restricted Stock
Units under this Award 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 Award, the Award 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 Award.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


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

    (a) The Optionee
acknowledges that the Participant 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
Participant 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 Participant agrees that as partial consideration for the Award
granted herein that should the Participant 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)
recover from the Optionee the
value of any portion of the Award that has been paid; (ii) seek
injunctive relief against the Participant; (iii) recover all damages, court
costs, and attorneys’ fees incurred by the Company in enforcing the provisions
of this Award, and (iv) set-off any such sums to which the Company is entitled
hereunder against any sum which may be owed the Participant 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.

    


    11.           Employment.  This
Award 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.           Tax
Withholding.   Participant agrees that as a condition to
the payment of the Award hereunder, any Shares issued under this Award shall be
reduced by the number of Shares of the Fair Market Value of which equals the
amounts required to be withheld or paid with respect thereto under all
applicable federal, state and local taxes and other laws and regulations that
may be in effect as of the date of each such payment (“Tax
Amounts”).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    14.           Section
409A.

    (a) This
Award is intended to comply with Section 409A of the Code and ambiguous
provisions, if any, shall be construed in a manner that is compliant with or
exempt from the application of Section 409A, as appropriate.  This
Award shall not be amended or terminated in a manner that would cause the Award
or any amounts payable under the Award to fail to comply with the requirements
of Section 409A, to the extent applicable, and, further, the provisions of any
purported amendment that may reasonably be expected to result in such
non-compliance shall be of no force or effect with respect to the
Award.  The Company shall neither cause nor permit any payment,
benefit or consideration to be substituted for a benefit that is payable under
this Award if such action would result in the failure of any amount that is
subject to Section 409A to comply with the applicable requirements of Section
409A.  For purposes of Section 409A, each payment under this Award
shall be deemed to be a separate payment.

    


    (b) Notwithstanding
any provision of the Award to the contrary, if the Participant is a “specified
employee” within the meaning of Section 409A as of the date of the Participant’s
termination of employment and the Company determines, in good faith, that
immediate payments of any amounts or benefits would cause a violation of Section
409A, then any amounts or benefits which are payable under this Award upon the
Participant’s “separation from service” within the meaning of Section 409A which
(i) are subject to the provisions of Section 409A; (ii) are not otherwise
excluded under Section 409A; and (iii) would otherwise be payable during the
first six-month period following such separation from service shall be paid on
the first business day next following the earlier of (1) the date that is six
months and one day following the Date of termination or (2) the date of the
participant’s death.

    


    


    


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