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Cameron International Corporation Restricted Stock Unit Award Agreement

Confidentiality Agreement

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CAMERON INTERNATIONAL CORP | Cameron International Corporation

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Governing Law: Delaware     Date: 1/29/2016
Industry: Oil Well Services and Equipment     Sector: Energy

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(Including Non-Compete, Non-Solicitation, and Confidentiality Agreements)


(October 14, 2015)

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Restricted Stock Units (“RSU”) granted to Participant by the Company under the Company’s Equity Incentive Plan   (the “Plan”). For purposes of this Award Agreement, “Employer” means the Company or any successor of the Company or any affiliate of either that employs the Participant on the applicable date. All capitalized terms not defined in this Award Agreement shall have the same meaning as set forth in the Plan.

1. Effective Date of RSUs.

(a)      The Company hereby grants to the Participant, on the terms and conditions set forth herein, an award of RSUs (the “Award”), effective October 14, 2015 (“Effective Date”).

(b)      This Award is a commitment to issue one share of Cameron common stock (“Shares”) for each RSU specified on the Notice of Grant of Award pursuant to the terms of the Award Agreement, subject to the Participant’s acceptance of this Award Agreement in writing or electronically in the manner prescribed by the Company or its third party administrator.

(c)      Notwithstanding the foregoing, the Company may, in its sole discretion, settle the RSUs in the form of (i) a cash payment to the extent settlement in Shares (1) is prohibited under local law, (2) would require the Participant or the Company to obtain the approval of any governmental and/or regulatory body in the Participant’s country of residence (and country of employment, if different), or (3) is administratively burdensome; or (ii) Shares, but require the Participant to immediately sell such Shares (in which case, this Award Agreement shall give the Company the authority to issue sales instructions on the Participant’s behalf).

2.      Terms Subject to the Plan.   This Award Agreement is expressly subject to the terms and provisions of the Plan, as indicated in the Participant’s Notice of Grant of Award. A copy of the Plan is available from the Corporate Secretary upon request. 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 Schedule.

(a)      The Award shall vest on the earliest of (i) the “normal vesting schedule”, (ii) termination without “Cause” (as defined below) by the Company or Employer, (iii) termination by the Participant for “Modified Good Reason” (as defined below) , (iv) the Participant’s death or termination due to “Long-Term Disability” (as defined below) or (v) the Participant’s termination of employment from the Company or Employer for reasons other than “Cause” at age 60 or older with at least 10 years of continuous service. The “normal vesting schedule” is three installments as follows: one-third on October 14, 2016 , one-third on October 14, 2017 , and one-third on October 14, 2018 provided the Participant remains employed as of such date (each a “Scheduled Vesting Date”). All RSUs which become vested shall be payable in accordance with Section 4 hereof.

(b)      If the Participant terminates his or her employment for “Modified Good Reason”, then the Participant agrees that he or she is bound by the terms of the Covenant Not to Compete, Solicit or Disclose Confidential Information set out in Section 8 hereof.

(c)      “Cause”, for the purposes hereof, shall mean the Participant has (i) engaged in gross negligence or willful misconduct in the performance of his or her duties and responsibilities respecting his or her position with the Company or Employer; (ii) willfully refused, without proper legal reason, to perform the duties and responsibilities respecting his or her position with the Company or Employer; (iii) breached any material policy or code of conduct established by the Company or Employer and affecting the Participant; (iv) engaged in conduct that Participant knows or should know is materially injurious to the Company or Employer; (v) been convicted of a felony or a misdemeanor involving moral turpitude; or (vi) engaged in an act of dishonest or impropriety which materially impairs the Participant’s effectiveness in his or her position with the Company or Employer.

(d)      “Modified Good Reason”, for the purposes hereof, shall mean (i) a major demotion or major reduction in job responsibilities, which for the avoidance of doubt, shall not include changes in duties or reporting responsibilities resulting from the Company ceasing to be a separate publicly-traded company or becoming an indirect subsidiary of Schlumberger, (ii) a major decrease in aggregate compensation opportunities for a fiscal year or (iii) the relocation of an employee’s principal place of employment to a location 50 miles further from the employee’s principal residence. To qualify as Modified Good Reason, the Participant must (i) give written notice of an event constituting Modified Good Reason within 90 days of its initial occurrence, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the initial occurrence of the Modified Good Reason condition and prior to the Scheduled Vesting Date.

(e)      “Long-Term Disability”, for the purposes hereof, shall mean 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.

4.      Delivery of Shares.  

(a)      Employed through Scheduled Vesting Date(s). If the Participant is employed with the Company or Employer through the Scheduled Vesting Date the number of Shares equal to the number of RSUs that have vested shall be delivered within 30 days following the Scheduled Vesting Date.

(b)      Employment Terminates Prior to Scheduled Vesting Date . If the Participant’s employment terminates by reason of termination by the Company or Employer without Cause, Modified Good Reason, death, Long-Term Disability or retirement under Section 3(a)(v) prior to the Scheduled Vesting Date, the number of Shares equal to the RSUs that remain unvested shall be delivered within 30 days of such termination date.

(c)      The Shares which the Award entitles the Participant to receive shall be delivered to the Participant, subject to withholding as provided in Section 11 below.

5.      Restrictions on Transfer.   In no event shall an Award granted hereunder be voluntarily or involuntarily sold, pledged, assigned or transferred by the Participant 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) by transfer by a Participant to a member of the Participant’s Immediate Family, or to a partnership or limited liability company whose only partners or shareholders are the Participant and members of his Immediate Family. However, any grant transferred shall continue to be subject to all terms and conditions contained in the Award Agreement. “Immediate Family” mean the spouse, children or grandchildren of the Participant.

6.      No Voting Rights.    The RSUs 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.

7.      Changes in Capitalization.    The RSUs granted under this Award shall be subject to the provisions of Section 12.2 of the Plan relating to adjustments to corporate capitalization.

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

(a)      The Participant acknowledges that the Participant is in possession of and has access to confidential information, including material relating to the business, products and/or services of the Company or Employer and that he or she will continue to have such possession and access during employment by the Company or Employer. The Participant also acknowledges that the Company’s or Employer’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 or Employer shall be entitled to: (i) recover from the Participant the value of any portion of the Award that has been paid; (ii) seek injunctive relief against the Participant pursuant to the provisions of subsection (c) below; (iii) recover all damages, court costs, and attorneys’ fees incurred by the Company or Employer in enforcing the provisions of this Award, and (iv) set-off any such sums to which the Company or Employer is entitled hereunder against any sum which may be owed the Participant by the Company or Employer.

(b)      “Detrimental Activity” for the purposes hereof, other than with respect to involuntary termination by the Company or Employer without Cause, 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 or Employer; (ii) disclosing to anyone outside the Company or Employer, or using in other than the Company’s or Employer’s business, without prior written authorization from the Company or Employer, any confidential information including material relating to the business, products or services of the Company or Employer acquired by the Participant during employment with the Company or Employer; (iii) soliciting, interfering, inducing, or attempting to cause any employee of the Company or Employer to leave his or her employment, whether done on Participant’s own account or on account of any person, organization or business which is or becomes competitive with the Company or Employer, or (iv) directly or indirectly soliciting the trade or business of any customer of the Company or Employer. “Detrimental Activity” for the purposes hereof with respect to involuntary termination by the Company or Employer without Cause shall include only part (ii) of the preceding sentence.

(c)    Because of the difficulty of measuring economic losses to the Company or Employer as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company or Employer for which it would have no other adequate remedy, the Participant agrees that the foregoing covenants may be enforced by the Company or Employer in the event of breach by him/her by injunction relief and restraining order, without the necessity of posting a bond, and that such enforcement shall not be the Company's or Employer’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company or Employer.


(d)    The covenants and the provisions of this Section 8 are severable and separate, and the unenforceability of any specific covenant or provision shall not affect the enforceability of any other covenant or provision. Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope or time set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which the panel or court deems reasonable, and this Award Agreement shall thereby be reformed.


(e)    Each of the covenants in this Section 8 shall be construed as an agreement independent of any other provision in this Award Agreement, and the existence of any claim or cause of action of the Participant against the Company or Employer, whether predicated on this Award Agreement or otherwise, shall not constitute a defense to the enforcement by the Company or Employer of such covenants or provisions.


9.      Nature of Grant .   In accepting the Award of RSUs, Participant acknowledges that:

(a)      The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement.

(b)      The grant of RSUs is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.

(c)      The Participant is voluntarily participating in the Plan.

(d)      An RSU is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Participant’s employment contract, if any.

(e)      The RSUs are not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.

(f)      The RSUs will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the RSUs will not be interpreted to form an employment contract with any Subsidiary.

(g)      This Award Agreement shall not confer upon the Participant any right to continuation of employment by the Employer, nor shall this Award Agreement interfere in any way with the Employer’s right to terminate the Participant’s employment at any time, as may be permitted under local law.

(h)      The future value of the underlying Shares is unknown and cannot be predicted with certainty.

(i)      If the RSUs vest and the Participant obtains Shares, the value of those Shares acquired may increase or decrease in value.

(j)      In consideration of the grant of the RSUs, no claim or entitlement to compensation or damages shall arise from termination of the RSUs or diminution in value of the RSUs or Shares acquired upon settlement of the RSUs resulting from termination of the Participant’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and the Employer (if different) from any such claim that may arise; if, no

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