0000941548-16-000043 Sample Contracts

INDEMNIFICATION AND WAIVER AGREEMENT
Indemnification and Waiver Agreement • January 29th, 2016 • Cameron International Corp • Oil & gas field machinery & equipment • Delaware

THIS INDEMNIFICATION AND WAIVER AGREEMENT (the “Agreement”) is effective as of February 25, 2015, by and among Cameron International Corporation, a Delaware corporation (the “Company” or “Cameron”), and Brent J. Smolik (the “Indemnitee”).

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CAMERON INTERNATIONAL CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • January 29th, 2016 • Cameron International Corp • Oil & gas field machinery & equipment • Texas

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.

CAMERON INTERNATIONAL CORPORATION NON-QUALIFIED STOCK OPTION AGREEMENT Effective Date: October 14, 2015
Non-Qualified Stock Option Agreement • January 29th, 2016 • Cameron International Corp • Oil & gas field machinery & equipment • Texas
CAMERON INTERNATIONAL CORPORATION INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • January 29th, 2016 • Cameron International Corp • Oil & gas field machinery & equipment • Texas
CAMERON INTERNATIONAL CORPORATION Award Agreement – Deferred Stock Units
Award Agreement • January 29th, 2016 • Cameron International Corp • Oil & gas field machinery & equipment • Texas

AWARD AGREEMENT made as of May ___, 2015 (the “Grant Date), between Cameron International Corporation, a Delaware corporation (the “Company”), and ___________ (the “Director”).

October 30, 2015 [PARTICIPANT NAME] [PARTICIPANT ADDRESS] Dear [●]:
Cameron International Corp • January 29th, 2016 • Oil & gas field machinery & equipment

As you know, Schlumberger Limited (“Schlumberger”) and Cameron International Corporation (“Cameron”) entered into an Agreement and Plan of Merger on August 25, 2015 (the “Merger Agreement”), pursuant to which Schlumberger will acquire Cameron (the “Proposed Acquisition”).

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