Cooper Cameron Corporation
Directors’ 2001 Deferred Compensation Plan
Cooper Cameron Corporation, a Delaware Corporation (the “Company”), hereby establishes this Directors’ Deferred
Compensation Plan effective as of February 8, 2001, to help attract and retain highly qualified directors by providing deferred
compensation in recognition of services performed for the Company over a sustained period of time.
1. Deferred Compensation Benefit
Each director of the Company who satisfies the eligibility criteria set out in Section 2 hereof shall be entitled to a lump
sum payment equal to five times his or her last Annual Board Retainer payable within 30 days of when he or she ceases to
serve as a director of the Company.
2. Eligibility Criteria
In order to qualify for the benefits provided for hereunder, a director must
i. not stand for reelection at the end of a term in compliance with the Company policy of not doing so after reaching
age 70 or as a result of not being nominated to do so by the Board of Directors of the Company;
3. Nature of the Plan
This Plan is intended to constitute an unfunded, unsecured promise by the Company to pay the Deferred
Compensation Benefit to each eligible director (or his or her beneficiary) out of the Company’s general assets. The
adoption of this Plan and any setting aside of amounts by the Company with which to discharge its obligations hereunder
shall not be deemed to create a trust; legal and equitable title to any funds so set aside shall remain in the Company, and
any eligible recipient of benefit payments hereunder shall have no security or other interest in such funds. Any and all
funds which may be set aside shall remain subject to the claims of the general creditors of the Company, present and
future. This provision shall not require the Company to set aside any funds, but the Company may set aside such funds if
it chooses to do so.