CHANGE IN CONTROL POLICY
As part of the every day existence of publicly-held corporations, such corporations are subject to hostile
takeover attempts and friendly mergers which create uncertainty in the employment prospects of key individuals.
In order to provide some measure of assurance as to protection in the event of a change in managerial control of
the Company, this policy is adopted to set forth certain benefits available to certain of these key employees.
This policy applies to the designated employees of Cooper Cameron Corporation, including its operating
III. EMPLOYEES COVERED
In the event of a Change in Control (as hereinafter defined), designated individual executive employees will
receive the benefits described below.
Eligible employees will be selected by the Chief Executive Officer and may include officers of the Company who
are not party to an employment contract, division presidents, division vice presidents and director level
employees at the corporate offices. Each such eligible employee shall be notified in writing of such employee's
right to receive the benefits set forth in this policy by the Chief Executive Officer of the Company. Any employee
not receiving this policy together with an acknowledgment specifically designating their inclusion within the terms
of this policy shall not be subject to the provisions hereof. The Company reserves the right to modify, amend or
cancel the terms hereof or such acknowledgment at any time prior to a Change in Control. After a Change in
Control, the benefits available pursuant to this Policy as set forth in writing shall be irrevocably available to the
Each designated employee shall receive a salary continuation benefit as set forth by the Chief Executive Officer in
writing in addition to a salary continuation benefit set forth in the Executive Severance Program ("ESP"). Such
benefit, together with the salary continuation benefit under the ESP, shall b