This Confidentiality Agreement involves
Title: CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Governing Law: Delaware Date: 1/29/2016
Industry: Oil Well Services and Equipment Sector: Energy
CAMERON INTERNATIONAL CORPORATION
RESTRICTED STOCK UNIT AWARD AGREEMENT
(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)(x) termination by the Participant within six months following the closing of the proposed Cameron/Schlumberger merger pursuant to the Merger Agreement between Cameron and Schlumberger Holdings Corporation, et. al. dated as of August 25, 2015 (the “Closing”) by the Participant for “Modified Good Reason” (as defined below) ; and (y) termination by the Participant more than six months following the Closing for “Standard 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 within six months following the Closing 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) “Standard Good Reason”, for the purposes hereof, shall mean, except as provided otherwise below, the occurrence of any of the following without the Participant’s express written consent: (i) a material change in the Participant’s status, title(s) or positions(s) with the Company, including as an officer of the Company, which in the Participant’s reasonable judgment, does not represent a promotion, with commensurate adjustment of compensation, from the Participant’s current status, title(s) and positions(s) or the assignment to the Participant of any duties or responsibilities which, in the Participant’s reasonable judgment, are materially inconsistent with such status, title(s) or positions(s); or any removal of the Participant from or any failure to reappoint or reelect the Participant to such position(s); provided that the circumstances described in this item (i) do not apply following receipt by the Participant of written notice from the Company of the termination of the Participant’s employment for Cause; (ii) a reduction by the Company in the Participant’s then current base salary; (iii) the failure by the Company to continue to effect any material Plan in which the Participant was participating other than as a result of the normal expiration or amendment of any such Plan in accordance with its terms; or the taking of any action, or the failure to act, by the Company which would materially adversely affect the Participant’s continued participation in any such Plan on at least as favorable a basis to the Participant’s participation or which would materially reduce the Participant’s benefits under any such Plan or deprive the Participant of any material benefit enjoyed by Participant ; or (iv) the relocation of the principal place of Participant’s employment to a location 25 miles further from the Participant’s principal residence. To qualify as Standard Good Reason, the Participant must (i) give written notice of an event constituting Standard Good Reason within the latter of 90 days of its initial occurrence or the date on which this definition becomes operative, (ii) give the Company 30 days in which to cure such condition, and (iii) actually terminate employment within two years following the latter of the initial occurrence of the Standard Good Reason condition or the date on which this definition becomes operative and prior to the Scheduled Vesting Date.
Notwithstanding the foregoing, in the case of any Optionee who is party to a Change in Control Agreement with the Company, the definition of Good Reason in such agreement shall apply to this Award following the date that is six months after the Closing.
(f) “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, termination by the Participant due to Modified Good Reason within six months following the Closing, termination by the Participant due to Standard Good Reason prior to the Closing or more than six months following the Closing, 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 or termination by the Participant for Standard Good Reason more than six months following the Closing, 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 without Cause or termination by the Participant for Standard Good Reason more than six months following the Closing 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, w