0001140361-14-009761 Sample Contracts

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.

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INDEMNIFICATION AND WAIVER AGREEMENT
Indemnification and Waiver 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”).

CAMERON INTERNATIONAL CORPORATION Annual Award Agreement – Deferred Stock Units
Award Agreement • 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 • 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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