0001140361-14-009761 Sample Contracts

INDEMNIFICATION AND WAIVER AGREEMENT
Indemnification Agreement • February 26th, 2014 • Cameron International Corp • Oil & gas field machinery & equipment • Delaware

THIS INDEMNIFICATION AND WAIVER AGREEMENT (the “Agreement”) is effective as of December 9, 2013, by and among Cameron International Corporation, a Delaware corporation (the “Company” or “Cameron”), and H. Paulett Eberhart (the “Indemnitee”).

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Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 26th, 2014 • 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 Subsidiary 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.

Performance-Based Restricted Stock Unit Award Agreement Effective Date: January 1, 2014 Performance Period: 2014, 2015 and 2016
Performance-Based Restricted Stock Unit Award Agreement • February 26th, 2014 • Cameron International Corp • Oil & gas field machinery & equipment • Texas

This PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”) is between the employee named in the attached Notice of Grant of Award (“Participant”) and Cameron International Corporation (the “Company”), in connection with the Performance-Based Restricted Stock Unit (“PRSU”) Award 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 Subsidiary 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 Annual Award Agreement – Deferred Stock Units
Annual Award Agreement – Deferred Stock Units • February 26th, 2014 • Cameron International Corp • Oil & gas field machinery & equipment • Texas

AWARD AGREEMENT made as of _____, 2013 (the “Grant Date), between Cameron International Corporation, a Delaware corporation (the “Company”), and __________________(the “Director”).

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 26th, 2014 • Cameron International Corp • Oil & gas field machinery & equipment • Delaware
SECOND AMENDMENT AND CONSENT TO AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT
Continuing Agreement for Letters of Credit • February 26th, 2014 • Cameron International Corp • Oil & gas field machinery & equipment • New York

THIS AMENDED AND RESTATED CONTINUING AGREEMENT FOR LETTERS OF CREDIT is entered into as of February 2, 2012, as amended and restated as of June 28, 2013, among CAMERON INTERNATIONAL CORPORATION, a Delaware corporation (“Cameron”), certain subsidiaries of Cameron, as Subsidiary Applicants, and CITIBANK, N.A., as letter of credit issuer.

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