<PAGE> 1
As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
COOPER CAMERON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 76-0451843
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)
INDIVIDUAL ACCOUNT RETIREMENT PLAN FOR BARGAINING
UNIT EMPLOYEES AT THE COOPER CAMERON CORPORATION
GROVE CITY FACILITY
(Full title of the plan)
Franklin Myers
Senior Vice President, General Counsel and Secretary
Cooper Cameron Corporation
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
(Name and address of agent for service)
(713) 513-3300
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered (1) Registered Share(2) Price(3) Fee
<S> <C> <C> <C> <C>
Common Stock, par value 7,000(4) $52.375 $366,625 $110.00
$.01 per share
==================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1934,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Long-Term Incentive
Plan.
(2) Estimated based on the reported New York Stock Exchange composite
transactions closing price on June 25, 1998, which is within 5
business days prior to the date of filing of this registration
statement.
(3) Estimated solely for the purpose of calculating the filing fee.
(4) Each share of Common Stock offered hereby includes one purchase right
issuable under the Cooper Cameron Corporation Rights Plan which is
exercisable upon the occurrence of certain specified events.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "SEC") by Cooper Cameron Corporation ("Cooper Cameron"
or the "Company"), are incorporated herein by reference and made a part hereof:
(a) Annual Report on Form 10-K for the year ended December 31, 1997.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1998.
All reports subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15 (d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and to be a part
hereof.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of Cooper Cameron incorporated
by reference in Cooper Cameron's Annual Report (Form 10-K) for the year ended
December 31, 1997, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon incorporated by reference therein and
incorporated herein by reference. Such financial statements are, and audited
financial statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP pertaining
to such financial statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firm as
experts in accounting and auditing.
The opinion as to the legality of the securities registered hereunder
is being given by Franklin Myers, Senior Vice President, General Counsel and
Secretary of the Company. Mr. Myers is not eligible to participate in the
Individual Account Retirement Plan for Bargaining Unit Employees at the Cooper
Cameron Corporation Grove City Facility.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action.
In a suit brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of the
case, and the corporation may not indemnify for amounts paid in satisfaction of
a judgment or in settlement of the claim. In any such action, no indemnification
may be paid in respect of any claim, issue or matter as to which such persons
shall have been adjudged liable to the corporation except as otherwise approved
by the Delaware Court of Chancery or the court in which the claim was brought.
In any other type of proceeding, the indemnification may extend to judgments,
fines and amounts paid in settlement, actually and reasonably incurred in
connection with such other proceedings, as well as to expenses (including
attorneys' fees).
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, in the
case of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. There are additional limitations applicable to
criminal actions and to actions brought by or in the name of the corporation.
The determination as to whether a person seeking indemnification has met the
required standard of conduct is to be made (i) by a majority vote of a quorum or
disinterested members of the board of directors; or (ii) by independent legal
counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct; or (iii) by the stockholders.
The Certificate of Incorporation and bylaws of the Company require the
Company to indemnify the Registrant's directors and officers to the fullest
extent permitted under Delaware law, and to implement provisions pursuant to
contractual indemnity agreements the Company has entered into with its directors
and executive officers. The Certificate limits the personal liability of a
director to the Company or its stockholders to damages for breach of the
director's fiduciary duty. The Company has purchased insurance on behalf of its
directors and officers against certain liabilities that may be asserted or
incurred by such persons in their capacities as directors or officers of the
Company, or that may arise tout of their status as directors or officers of the
Company, including liabilities under the federal and state securities laws.
ITEM 8. EXHIBITS
4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation, filed
as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation filed with the Securities and Exchange Commission
on March 26, 1997, and incorporated herein by reference.
4.2 Amended and Restated Certificate of Incorporation of Cooper Cameron
Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
Registration Statement on Form S-8 of Cooper Cameron Corporation
(Commission File No. 33-94948), and incorporated herein by reference.
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Cooper Cameron Corporation, dated May 19, 1998.
<PAGE> 3
4.4 Amended and Restated Credit Agreement, dated as of March 20, 1997,
among Cooper Cameron Corporation and certain of its subsidiaries and
the banks named therein and First National Bank of Chicago, as agent,
filed as Exhibit 10.21 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, and incorporated herein by
reference.
4.5 First Amendment to Rights Agreement between Cooper Cameron Corporation
and First Chicago Trust Company of New York, as Rights Agent, dated
November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form
10-K for the fiscal year ended December 31, 1997, and incorporated
herein by reference.
4.6 Individual Account Retirement Plan for Bargaining Unit Employees at
the Cooper Cameron Corporation Grove City Facility (January 1, 1995
Restatement).
5.1 Opinion and Consent of Franklin Myers, Senior Vice President, General
Counsel and Secretary of the Company.
23.1 Consent of Franklin Myers (contained in his opinion filed as Exhibit
5.1 hereto.)
23.2 Consent of Independent Auditors.
24.1 Powers of Attorney from certain members of Cooper Cameron Corporation
Board of Directors.
24.2 Certified copy of resolutions authorizing signatures pursuant to Power
of Attorney.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10
(a)(3) of the Securities Act of 1993,
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the provisions described under Item 6
above, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE> 4
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Houston, State of Texas, on the 29th
day of June, 1998.
COOPER CAMERON CORPORATION
(Registrant)
/s/ Franklin Myers
By:
-----------------------------------
Franklin Myers, Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 29, 1998:
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Sheldon R. Erikson Director, Chairman, President &
- -------------------------------------- Chief Executive Officer (principal
Sheldon R. Erikson executive officer)
/s/ Thomas R. Hix Senior Vice President & Chief
- -------------------------------------- Financial Officer
Thomas R. Hix (principal financial officer)
/s/ Joseph D. Chamberlain Vice President & Controller
- -------------------------------------- (principal accounting officer)
Joseph D. Chamberlain
/s/ C. Baker Cunningham* Director
- --------------------------------------
C. Baker Cunningham
/s/ Grant A. Dove* Director
- --------------------------------------
Grant A. Dove
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
<S> <C>
/s/ Michael E. Patrick* Director
- --------------------------------------
Michael E. Patrick
/s/ David Ross* Director
- --------------------------------------
David Ross
/s/ Michael J. Sebastian* Director
- --------------------------------------
Michael Sebastian
/s/ Franklin Myers
*By:
----------------------------------
Franklin Myers, Senior Vice President,
General Counsel and Secretary
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston and State
of Texas on the 26th day of June 1998.
INDIVIDUAL ACCOUNT RETIREMENT
PLAN FOR BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION
GROVE CITY FACILITY
ADMINISTRATIVE COMMITTEE
/s/ Thomas R. Hix
-----------------------------------
By: Thomas R. Hix, Chairman
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
4.1 First Amended and Restated Bylaws of Cooper Cameron Corporation, filed
as Exhibit 3.2 to the Annual Report on Form 10-K for 1996 of Cooper
Cameron Corporation filed with the Securities and Exchange Commission
on March 26, 1997, and incorporated herein by reference.
4.2 Amended and Restated Certificate of Incorporation of Cooper Cameron
Corporation, dated June 30, 1995, filed as Exhibit 4.2 to the
Registration Statement on Form S-8 of Cooper Cameron Corporation
(Commission File No. 33-94948), and incorporated herein by reference.
4.3 Certificate of Amendment of Amended and Restated Certificate of
Incorporation of Cooper Cameron Corporation, dated May 19, 1998.
4.4 Amended and Restated Credit Agreement, dated as of March 20, 1997,
among Cooper Cameron Corporation and certain of its subsidiaries and
the banks named therein and First National Bank of Chicago, as agent,
filed as Exhibit 10.21 to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1996, and incorporated herein by
reference.
4.5 First Amendment to Rights Agreement between Cooper Cameron Corporation
and First Chicago Trust Company of New York, as Rights Agent, dated
November 1, 1997, filed as Exhibit 4.2 to the Annual Report on Form
10-K for the fiscal year ended December 31, 1997, and incorporated
herein by reference.
4.6 Individual Account Retirement Plan for Bargaining Unit Employees at
the Cooper Cameron Corporation Grove City Facility (January 1, 1995
Restatement).
5.1 Opinion and Consent of Franklin Myers, Senior Vice President, General
Counsel and Secretary of the Company.
23.1 Consent of Franklin Myers (contained in his opinion filed as Exhibit
5.1 hereto.)
23.2 Consent of Independent Auditors.
24.1 Powers of Attorney from certain members of Cooper Cameron Corporation
Board of Directors.
24.2 Certified copy of resolutions authorizing signatures pursuant to Power
of Attorney.
</TABLE>
<PAGE> 1
EXHIBIT 4.6
----------------------------------------------------
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION GROVE CITY FACILITY
(JANUARY 1, 1995 RESTATEMENT)
----------------------------------------------------
<PAGE> 2
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION GROVE CITY FACILITY
(JANUARY 1, 1995 RESTATEMENT)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
ARTICLE I: DEFINITIONS AND CONSTRUCTION
1.01 Definitions............................................................................... I-1
1.02 Number and Gender......................................................................... I-5
1.03 Headings.................................................................................. I-5
ARTICLE II: MEMBERSHIP
2.01 Initial Membership........................................................................ II-1
2.02 Membership Classification................................................................. II-1
2.03 Reemployment Membership................................................................... II-1
ARTICLE III: CONTRIBUTIONS
3.01 Plan Contributions........................................................................ III-1
3.02 Amount of Company Contributions........................................................... III-1
3.03 Payment of Company Contributions.......................................................... III-1
3.04 Reinstatement Contributions............................................................... III-1
3.05 Return of Company Contributions........................................................... III-2
ARTICLE IV: ALLOCATIONS AND ADJUSTMENTS TO ACCOUNTS
4.01 Allocations of Contributions.............................................................. IV-1
4.02 Allocation of Net Income or Loss.......................................................... IV-1
4.03 Statutory Limitations on Certain Allocations.............................................. IV-1
ARTICLE V: RETIREMENT BENEFITS...................................................................... V-1
ARTICLE VI: DEATH BENEFITS
6.01 Death Benefits............................................................................ VI-1
6.02 Designation of Beneficiaries.............................................................. VI-1
6.03 Beneficiary in Absence of a Designated Beneficiary........................................ VI-1
6.04 Spousal Consent to Beneficiary Designation................................................ VI-2
ARTICLE VII: DISABILITY BENEFITS
7.01 Determination of Total and Permanent Disability........................................... VII-1
7.02 Amount of Disability Benefit.............................................................. VII-1
</TABLE>
(i)
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE VIII: BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT; VESTING
8.01 Benefits for Other Termination of Employment.............................................. VIII-1
8.02 Vested Interest........................................................................... VIII-1
8.03 Forfeitures............................................................................... VIII-2
8.04 Restoration of Forfeitures................................................................ VIII-2
ARTICLE IX: TIME AND MANNER OF BENEFIT PAYMENT
9.01 Benefit Commencement...................................................................... IX-1
9.02 Benefit Payment Forms..................................................................... IX-3
9.03 Payment of Death Benefits................................................................. IX-6
9.04 Lump Sum Cash-Out......................................................................... IX-8
9.05 Commercial Annuities...................................................................... IX-8
9.06 Actuarial Equivalency..................................................................... IX-8
9.07 Eligible Rollover Distribution............................................................ IX-9
ARTICLE X: PLAN ADMINISTRATION
10.01 Plan Administrator........................................................................ X-1
10.02 Authority of the Company.................................................................. X-1
10.03 Action by the Company..................................................................... X-1
10.04 Claims Review Procedure................................................................... X-2
10.05 Qualified Domestic Relations Orders....................................................... X-2
10.6 Indemnification........................................................................... X-2
ARTICLE XI: FUNDING AGENT; ADMINISTRATION OF PLAN ASSETS
11.01 Funding Agent............................................................................. XI-1
11.02 Administration of Plan Assets............................................................. XI-1
11.03 Authorization of Benefit Payments and Distributions....................................... XI-2
ARTICLE XII: FIDUCIARY RESPONSIBILITIES
12.01 General Allocation of Duties.............................................................. XII-1
12.02 Fiduciary Liability....................................................................... XII-1
12.03 Delegation and Allocation................................................................. XII-1
ARTICLE XIII: AMENDMENTS TO THE PLAN
13.01 Plan Amendments........................................................................... XIII-1
13.02 Limitations on Plan Amendment............................................................. XIII-1
13.03 Election of Former Schedule............................................................... XIII-1
ARTICLE XIV: PLAN TERMINATION; PLAN MERGER OR CONSOLIDATION
14.01 Right to Terminate or Discontinue......................................................... XIV-1
14.02 Plan Termination or Discontinuance of Contributions....................................... XIV-1
14.03 Merger, Consolidation or Transfer of Assets............................................... XIV-1
</TABLE>
(ii)
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE XV: VESTING SERVICE; HOUR OF SERVICE
15.01 Vesting Service........................................................................... XV-1
15.02 Hour of Service........................................................................... XV-1
ARTICLE XVI: MISCELLANEOUS
16.01 Non-Guarantee of Employment............................................................... XVI-1
16.02 Payments Solely from Plan Assets.......................................................... XVI-1
16.03 Facility of Payment....................................................................... XVI-1
16.04 Non-Alienation of Benefits................................................................ XVI-1
16.05 Exclusive Benefit......................................................................... XVI-2
16.06 Transferred Employment.................................................................... XVI-2
16.07 Severability.............................................................................. XVI-2
16.08 Applicable Law............................................................................ XVI-2
16.09 Internal Revenue Service Approval......................................................... XVI-2
ARTICLE XVII: TAX DEFERRED SAVINGS CONTRIBUTIONS
17.01 Tax Deferred Savings Contribution Election................................................ XVII-1
17.02 Change of Tax Deferred Savings Contribution Election...................................... XVII-1
17.03 Limitation on Tax Deferred Savings Contributions.......................................... XVII-1
17.04 Excess Tax Deferred Savings Contributions................................................. XVII-2
17.05 Investment and administration of Tax Deferred
Savings Contributions.................................................................... XVII-2
17.06 Vesting................................................................................... XVII-2
17.07 Distribution of Tax Deferred Savings Contributions........................................ XVII-2
APPENDIX A SECTION 415 LIMITATIONS................................................................. A-1
</TABLE>
(iii)
<PAGE> 5
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
BARGAINING UNIT EMPLOYEES
AT THE COOPER CAMERON CORPORATION GROVE CITY FACILITY
(JANUARY 1, 1995 RESTATEMENT)
PREAMBLE
WHEREAS, Cooper Industries, Inc. established the Individual Account
Retirement Plan for Bargaining Unit Employees of Grove City (the "Plan"),
effective as of September 29, 1986, for the benefit of hourly employees
represented by Local Union No. 1153 of the United Steelworkers of America,
AFL-CIO, Local Union No. 8156, United Steelworkers of America, AFL-CIO, and the
Patternmakers League of North America, Pittsburgh Association, AFL-CIO, at its
Grove City Plant operation in Grove City, Pennsylvania which Cooper Industries,
Inc. ("Cooper") and Cooper Cameron Corporation, a wholly-owned subsidiary of
Cooper have agreed will be assumed by Cooper Cameron Corporation as of January
1, 1995; and
WHEREAS, the Company amended and restated the Plan to comply with the
Tax Reform Act of 1986, the Omnibus Budget Reconciliation Act of 1986, the
Omnibus Budget Reconciliation Act of 1987, and the Technical and Miscellaneous
Revenue Act of 1988; and
NOW, THEREFORE, effective as of January 1, 1995, the Plan is amended,
restated, and renamed the Individual Account Retirement Plan for Bargaining
Unit Employees at the Cooper Cameron Corporation Grove City Facility.
<PAGE> 6
ARTICLE I
DEFINITIONS AND CONSTRUCTION
SECTION 1.01 DEFINITIONS
Where the following words and phrases appear in the Plan, they
shall have the respective meanings set forth below, unless their context clearly
indicates to the contrary.
(1) ACCOUNT: An individual account established for each
Eligible Employee who becomes a Member. Such account
shall be established, maintained, and administered as
provided in Article IV.
(2) ACCOUNT BALANCE: The balance credited to the Account
of a Member as of any relevant date, to be determined
as provided in Article IV.
(3) ALLOCATION DATE: Any date within an Allocation Year on
which Contribution Amounts are allocated as provided
in Section 4.02. An "Annual Allocation Date" shall be
the last day of an Allocation Year.
(4) ALLOCATION MONTH: A period of time which coincides
with a calendar month and for which the Company makes
contributions pursuant to Section 3.02.
(5) ALLOCATION YEAR: A period of time which coincides with
a Plan Year and for which the Company makes
contributions pursuant to Section 3.02.
(6) BENEFIT DISBURSEMENT DATE: With respect to each
Member, the date the first payment is made pursuant to
the Plan to provide a benefit for such Member or his
Beneficiary. In the case of an annuity, the Benefit
Disbursement Date shall be the first day of the first
period for which a payment is payable as an annuity
and in the case of a benefit payable in a form other
than an annuity, the Benefit Disbursement Date shall
be the first day on which all events have occurred
which entitle a Member to such benefit.
(7) CODE: The Internal Revenue Code of 1986, and the
regulations issued thereunder, as amended from time to
time.
(8) COMPANY: Cooper Cameron Corporation which as of
January 1, 1995, shall be the plan sponsor of the
Plan.
(9) COMPANY CONTRIBUTION: The contributions made to the
Plan by the Company in accordance with the provisions
of Section 3.02.
(10) CONTRIBUTION AMOUNT: The amount of Company
Contribution made with respect to each Member as
provided in Section 3.02.
(11) CONTRIBUTION HOUR: An hour of active employment while
an active Member of the Plan for which such Member
receives pay from the Company, including overtime,
holidays and vacation hours. A Contribution Hour shall
not include any paid hours for any other absence or
other periods during which no duties are performed for
the Company.
(12) CONTROLLED ENTITY: Each corporation that is a member
of a controlled group of corporations, within the
meaning of Section 1563(a) (determined without regard
to Sections 1563(a)(4) and 1563(e)(3)(C)) of the
Code), of which the Company is a member, each trade or
business (whether or not incorporated) with which the
Company is under common control, and each organization
that is a member of an affiliated service group,
within the meaning of Section 414(m) of the Code, of
which the Company is a member.
I-1
<PAGE> 7
(13) EARLY COMMENCEMENT AGE: A former Member's or Member's
early Commencement Age shall be age 55, and solely for
purposes of Section 9.02(c)(v) the age at which he
terminates employment with the Controlled Entities,
and on or after attainment of such age, such Member
may elect an early Benefit Disbursement Date as
provided in Section 9.01(b).
(14) EFFECTIVE DATE: September 29, 1986; provided, however,
that January 1, 1995 shall be the effective date of
this restatement of the Plan.
(15) ELIGIBLE EMPLOYEE: An Employee who is employed by the
Employer at its Grove City, Pennsylvania facility and
who is represented by Local Union No. 1153 of United
Steelworkers of America, AFL-CIO, Local Union No.
8156, United Steelworkers of America, AFL-CIO, or the
Patternmakers League of North America, Pittsburgh
Association, AFL-CIO.
(16) ELIGIBLE RETIREMENT PLAN:
(a) any individual retirement account
described in Section 408(a) of the Code;
(b) any individual retirement annuity
described in Section 408(b) of the Code;
(c) any trust that meets the requirements of
Section 401(a) of the Code; and
(d) any annuity plan described in Section
403(a) of the Code.
In the case of an Eligible Rollover Distribution to a
beneficiary who is the Member's surviving spouse, an
Eligible Retirement Plan shall mean only an individual
retirement account or individual retirement annuity
described in (a) or (b) above.
(17) ELIGIBLE ROLLOVER DISTRIBUTION: All or any portion of
a Plan distribution to a Member or a beneficiary who
is a deceased Member's surviving spouse or an
alternate payee under a qualified domestic relations
order who is a Member's spouse or former spouse;
provided, however, that such distribution is not (i)
one of a series of substantially equal periodic
payments made at least annually for over a specified
period of ten or more years or the life of the Member
or beneficiary or the joint lives of the Member and a
designated beneficiary, (ii) a distribution to the
extent such distribution is required under Section
401(a)(9) of the Code, or (iii) the portion of any
distribution which is not includible in gross income
(determined without regard to any exclusion of net
unrealized appreciation with respect to employer
securities).
(18) ELIGIBLE SURVIVING SPOUSE: For purposes of Section
9.02(a), the spouse to whom a Member is married on his
Benefit Disbursement Date. For purposes of Section
9.03(a), the spouse to whom a Member was married on
the date of his death. For purposes of Section
9.03(d), the spouse to whom a former Member was
married on the date of his death.
(19) EMPLOYEE: Any individual employed by the Company or a
Controlled Entity.
(20) EMPLOYER: The Energy Services Division of the Company.
(21) ERISA: The Employee Retirement Income Security Act of
1974, and the regulations issued thereunder, as
amended from time to time.
(22) FUNDING AGENT: The legal reserve life insurance
company or corporate trustee selected to hold and/or
invest assets of the Plan, and if and when directed,
to pay benefits provided under the Plan. Where there
is more than one Funding Agent, the term "Funding
Agent" shall refer to all such Funding Agents.
I-2
<PAGE> 8
(23) HOUR OF SERVICE: The measure of service credited to an
Employee pursuant to the provisions of Section 15.02.
(24) LEASED WORKER: Any person (other than a person who is
an employee without regard to this Paragraph 1.01(24))
engaged in performing services for a Controlled Entity
(the "recipient") pursuant to an agreement between the
recipient and any other person ("Leasing
Organization") who meets the following requirements:
(a) he has performed services for
one or more Controlled Entities (or for any other
"related persons" determined in accordance with
Section 414(n)(6) of the Code) on a substantially
full-time basis for a period of at least one
year;
(b) such services are of a type
historically performed in the business field of
the recipient, in the United States, by
employees; and
(c) he is not participating in a
"safe harbor plan" of the Leasing Organization.
(For this purpose a "safe harbor plan" is a plan
that satisfies the requirements of Section
414(n)(5) of the Code, which will generally be a
money purchase pension plan with a nonintegrated
company contribution rate of at least 10% of
compensation and which provides for immediate
participation and full and immediate vesting).
A person who is a Leased Worker during any taxable year
beginning after December 31, 1983, shall also be
considered an employee of a Controlled Entity during
such period (and solely for the purpose of determining
length of service for vesting purposes, and shall also
be considered to have been an employee for any earlier
period in which he was a Leased Worker) but shall not
be a Member and shall not otherwise be eligible to
become covered by the Plan during any period in which
he is a Leased Worker. Notwithstanding the foregoing,
the sole purpose of this Paragraph 1.01(24) is to
define and apply the term "Leased Worker" strictly
(and only) to the extent necessary to satisfy the
minimum requirements of Section 414(n) of the Code
relating to "leased employees". This Section 1.01(24)
shall be interpreted, applied and, if and to the
extent necessary, deemed modified without formal
amendment of language, so as to satisfy solely the
minimum requirements of Section 414(n) of the Code.
(25) LEAVE OF ABSENCE: Any absence authorized by the
Company under the Company's standard personnel
practices.
(26) MEMBER: An Eligible Employee who has met the
eligibility requirement for participation in the Plan
as set forth in Article II.
(27) ONE-YEAR BREAK-IN-SERVICE: Any Plan Year during which
an Employee is credited with less than 501 Hours of
Service as defined in Article XV; provided, however,
that no Employee shall incur a One-Year
Break-In-Service solely by reason of an absence due to
the birth of a child of the Employee, the pregnancy of
the Employee, the placement of a child with the
Employee on account of the adoption of such child by
such employee, or the caring for a child by the
Employee for a period beginning following the birth or
placement of such child, with respect to the Plan Year
in which such absence begins, if the Employee
otherwise would have incurred a One-Year
Break-In-Service or, in any other case, in the
immediately following Plan Year.
(28) PLAN: Individual Account Retirement Plan for
Bargaining Unit Employees at the Cooper Cameron
Corporation Grove City Facility, a profit-sharing
plan, as set forth herein and as amended hereafter
from time to time.
(29) PLAN YEAR: Each twelve-consecutive month period
commencing January 1 and terminating on the subsequent
December 31.
I-3
<PAGE> 9
(30) RETIREMENT AGE: Age 65.
(31) RETIREMENT DATE: The date on which an active or
inactive Member terminates employment with the Company
upon or after attaining his Retirement Age.
(32) SERVICE: A Member's Service for purposes of the Plan
shall be determined in accordance with the rules set
forth in Article XV.
(33) TAX DEFERRED SAVINGS CONTRIBUTIONS: The cash or
deferred arrangements contributions made to the Plan
in accordance with the provisions of Article XVII.
(34) TOTAL AND PERMANENT DISABILITY: For the purposes of
the Plan, an active Member shall be deemed to be
totally and permanently disabled if he becomes
incapacitated, other than by reason of his military
service or his engaging in a felonious act, because of
any medically demonstrable physical or mental
condition either (a) to the extent that he is unable
to engage in any substantial employment or occupation,
which might reasonably be considered within his
capabilities, other than such employment as is found
to be for the purpose of rehabilitation or not
incompatible with the finding of total and permanent
disability, or (b) to the extent that his continuing
to engage in any such employment would, in competent
medical opinion, endanger his life. Any such total
disability shall be deemed to be permanent for the
purposes of this Plan if, in competent medical
opinion, it still exists upon the cessation of
accident and sickness or salary continuation benefits
and it may be expected to continue for the remainder
of such Member's life. A disability shall be
considered as having been incurred by reason of
military service if it shall have been directly
incurred in, and due solely to, military service of
such Member and if he receives a pension therefor from
a government or governmental agencies.
(35) VALUATION DATES: A Valuation Date shall be the last
business day of each calendar month. The "Annual
Valuation Date" shall be the last business day of a
Plan Year.
(36) VESTED INTEREST: The percentage of a Member's Account
which, pursuant to the Plan, is nonforfeitable.
(37) VESTING SERVICE: As defined in Article XV, the measure
of service used in determining a Member's Vested
Interest.
SECTION 1.02 NUMBER AND GENDER
Wherever appropriate herein, words used in the singular shall be
considered to include the plural and the plural to include the singular. The
masculine gender, where appearing in the Plan, shall be deemed to include the
feminine gender.
SECTION 1.03 HEADINGS
The headings of Articles and Sections herein are included solely
for convenience and if there is any conflict between such headings and the text
of the Plan, the text shall control.
I-4
<PAGE> 10
ARTICLE II
MEMBERSHIP
SECTION 2.01 INITIAL MEMBERSHIP
An Eligible Employee shall become a Member as of the later of
(1) the Effective Date, or (ii) the date on which he becomes an Eligible
Employee.
SECTION 2.02 MEMBERSHIP CLASSIFICATION
A Member shall be either an "active", an "inactive", or a
"former" Member. A Member while actively employed as an Eligible Employee shall
be an active Member. A Member who ceases to be an Eligible Employee and (i) who
remains employed by the Company or (ii) who is on Leave of Absence or layoff,
shall be an inactive Member. An active or inactive Member who terminates
employment with the Company, or an inactive Member described in clause (ii) of
the next preceding sentence who has terminated employment with the Company and
whose Leave of Absence or layoff has expired, shall be a former Member so long
as he retains an Account Balance in his Account.
SECTION 2.03 REEMPLOYMENT MEMBERSHIP
A former Employee who was a Member prior to a termination of his
employment shall become an active Member again on the date of his reemployment
as an Eligible Employee. A former Employee who was a Member prior to a
termination of his employment shall become an inactive Member on the date of
his reemployment by the Company or a Controlled Entity in an employment status
other than as an Eligible Employee.
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<PAGE> 11
ARTICLE III
CONTRIBUTIONS
SECTION 3.01 PLAN CONTRIBUTIONS
Unless specifically provided otherwise, all contributions to the
Plan shall be made by the Company and Members shall not be required or
permitted to make contributions to the Plan.
SECTION 3.02 AMOUNT OF COMPANY CONTRIBUTIONS
For each Allocation Month, the Company shall contribute an
amount equal to the total of the Contribution Amounts for all active Members of
the Plan for the Allocation Month minus the Section 8.03 forfeitures applicable
to the Plan for such Allocation Month. The monthly Contribution Amount for each
Member of the Plan shall be the total of each "pay period contribution" for the
Member for each "pay period" during the "Member's contribution period" ending
within the Allocation Month, with each "pay period contribution" for the Member
being determined by multiplying the Member's Contribution Hours for the "pay
period" by the contribution rate listed in the table below:
<TABLE>
<CAPTION>
Effective Date of Contribution Rate Contribution Rate
----------------------------------- -----------------
<S> <C>
On and after January 1, 1995 $.65
</TABLE>
A "Member's contribution period" is the period beginning as of the first day of
the Member's first "pay period" ending within an Allocation Month and ending on
the last day of the Member's final pay period ending within the same Allocation
Month. A Member's "pay period" is the periodic payroll period for which the
Member is compensated by the Company. Any Company contributions allocated for
the benefit of a Member, together with any net income (or net loss) allocated
thereto, shall be held in the Member's Account.
In addition to the Company Contributions set forth above which are allocated to
Members' Accounts pursuant to Article IV, each Member who elected to transfer
the value of his benefits under the Grove City Hourly Rate Pension Plan ("Prior
Plan Benefits") shall have a separate subaccount in which he is 100% vested,
maintained, adjusted and distributed in accordance with the provisions of the
Plan relating to the rest of his Account.
SECTION 3.03 PAYMENT OF COMPANY CONTRIBUTIONS
The Company may make payment of the Company Contributions for
any Allocation Year and/or Allocation Month on any date or dates it elects;
provided, however, that the total amount of the Company Contributions to the
Plan for any Allocation Year shall be paid in full not later than the last day
for filing the Company's federal income tax return for such Allocation Year
(including extensions thereof). Company Contributions shall be paid directly to
the Funding Agent.
SECTION 3.04 REINSTATEMENT CONTRIBUTIONS
In any case where a reemployed former Member becomes entitled to
the reinstatement of the "forfeitable portion of his Account" as provided in
Section 8.04, the Company shall contribute to the Funding Agent such
forfeitable portion of his Account. Any such contribution shall be made as soon
as practicable following the date of the reemployment of the former Member.
Such contribution and the allocation thereof under Section 4.01 shall be made
in such manner as is necessary to avoid a violation of the limitations referred
to in Section 4.03.
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<PAGE> 12
SECTION 3.05 RETURN OF COMPANY CONTRIBUTIONS
In the event any Company Contribution to the Plan made by the
Company or its Controlled Entities:
(a) is made under a mistake of fact, or
(b) is conditioned upon deduction of the contribution under Section 404 of
the Code and such deduction is disallowed, or
(c) is conditioned upon qualification of the Plan under Section 401(a) of
the Code and the Plan does not so qualify,
such a contribution may be returned by the Funding Agent to the Company or its
Controlled Entities within one year after the payment of the contribution, the
disallowance of the deduction to the extent disallowed, or the date of denial
of the qualification of the Plan, whichever is applicable, if demand therefor
is made by the Company or its Controlled Entities within the time allowed by
law.
III-2
<PAGE> 13
ARTICLE IV
ALLOCATIONS AND ADJUSTMENTS TO ACCOUNTS
SECTION 4.01 ALLOCATIONS OF CONTRIBUTIONS
Each active Member shall have allocated to his Account the
Contribution Amount which is applicable to him for each Allocation Year or
Allocation Month as provided in Section 3.02.
SECTION 4.02 ALLOCATION OF NET INCOME OR LOSS
(a) The Funding Agent shall determine the fair market value
of the Plan assets and the net income (or net loss) of the Plan assets as of
each Valuation Date. As soon as practicable after each Valuation Date, the
Funding Agent shall deliver to the Company a written statement of such
determination.
(b) The Funding Agent shall ascertain the net income (or
net loss) of the Plan assets since the next preceding Valuation Date to the
extent not otherwise allocated.
(c) As of each Valuation Date, the net income (or net loss)
of the Plan assets shall be allocated among the Accounts of the Members and
each such Account shall be credited (or debited) with that portion of such net
income (or net loss) which the ratio of the balance of each such Account on the
immediate preceding Valuation Date bears to the balances of all such Accounts
as of such immediate preceding Valuation Date; provided, however, that prior to
such allocation each Account shall be reduced by the amount of any payments
made therefrom since the immediately preceding Valuation Date.
SECTION 4.03 STATUTORY LIMITATIONS ON CERTAIN ALLOCATIONS
It is the intent of the Plan that allocations made under this
Article IV shall be in compliance with the benefit limitations of Section 415
of the Code. Accordingly, the limitations set forth in Appendix A to the Plan
shall apply to the allocations made under this Article IV.
IV-1
<PAGE> 14
ARTICLE V
RETIREMENT BENEFITS
As of a Member's Retirement Date, such Member shall be entitled
to a retirement benefit payable in accordance with the provisions of Article IX
equal in value to the sum of paragraphs (a) and (b) below:
(a) The Member's Account Balance as of the Valuation Date
with respect to which a valuation statement has been most recently issued,
adjusted to reflect any net income allocable to the Account and any other
changes to the Account for the period from such Valuation Date to the Member's
Benefit Disbursement Date. In calculating any Account adjustments provided for
in this subparagraph (a), any such calculation may be made on the basis of
reasonable estimates when actual data is unavailable. Any such estimates shall
be determined in an equitable, non-discriminatory, and consistent manner for
determinations made between Valuation Dates.
(b) Any Contribution Amount the Member is entitled to
receive as provided in Section 3.02 which has not been included in the Member's
Account Balance as of his Benefit Disbursement Date.
V-1
<PAGE> 15
ARTICLE VI
DEATH BENEFITS
SECTION 6.01 DEATH BENEFITS
In the event of the death of an active or inactive Member
("deceased Member," for purposes of this Section 6.01), the designated
Beneficiary of the deceased Member shall be entitled to a death benefit payable
in accordance with the provisions of Section 9.03 equal in value to the sum of
paragraphs (a) and (b) below:
(a) 100% of the deceased Member's Account Balance
determined under subparagraphs (i) and (ii) below, whichever is applicable:
(i) if the deceased Member's Benefit Disbursement
Date coincides with a Valuation Date, the deceased Member's
Account Balance as of such Valuation Date; or
(ii) if the deceased Member's Benefit Disbursement
Date does not coincide with a Valuation Date, the deceased
Member's Account Balance as of the next preceding Valuation
Date, adjusted to reflect any net income allocable to the
Account and any other changes to the Account for the period from
such Valuation Date to the Member's Benefit Disbursement Date.
(b) Any Contribution Amount the deceased Member is
entitled to receive as provided in Section 3.02 which has not been included in
the deceased Member's Account Balance as of his Benefit Disbursement Date.
In calculating any Account adjustments provided for in
subparagraph (a)(ii) above, any such calculation may be made on the basis of
reasonable estimates when actual data is unavailable. Any such estimates shall
be determined in an equitable, non-discriminatory, and consistent manner for
determinations made between Valuation Dates.
SECTION 6.02 DESIGNATION OF BENEFICIARIES
The spouse of each married Member shall be the Beneficiary of
such Member to whom payment of a death benefit determined under Section 6.01
shall be made; provided, however, that a Member may designate a person or
persons other than his spouse as his beneficiary if the requirements of Section
6.04 are met. Each Member who is unmarried may designate any person or persons
as his Beneficiary or Beneficiaries to whom payment of a death benefit
determined under Section 6.01 shall be made in the event of the death of such
Member.
SECTION 6.03 BENEFICIARY IN ABSENCE OF A DESIGNATED BENEFICIARY
If a deceased Member with respect to whom death benefits are
payable as provided in Section 6.01 does not have a surviving spouse and if no
Beneficiary has been designated pursuant to the provisions of Section 6.02, or
if no Beneficiary survives such Member, then the Beneficiary of such Member
shall be the Beneficiary established under the following priority listing:
(i) the beneficiary named under a group term life
insurance program sponsored by the Company,
(ii) if there is no beneficiary under subparagraph
(i) above, the beneficiary named under any other program
sponsored by the Company which provides for a death benefit.
(iii) if there is no beneficiary under
subparagraph (i) or (ii) above, the children of the deceased
Member, and
VI-1
<PAGE> 16
(iv) if there is no beneficiary under subparagraph (i), (ii) or
(iii) above, the executor or administrator of the deceased
Member's estate, as the case may be.
SECTION 6.04 SPOUSAL CONSENT TO BENEFICIARY DESIGNATION
In the event a Member is married, any election to designate a
beneficiary other than his spouse as Beneficiary or to change the form of
payment applicable to such Member, shall be effective and may be changed only
if the Member's spouse consents in writing thereto and such consent
acknowledges the effect of such action and is witnessed by a Plan
representative or a notary public, unless a Plan representative finds that such
consent cannot be obtained because the spouse cannot be located or because of
other circumstances set forth in Section 401(a)(11) of the Code and regulations
issued thereunder.
VI-2
<PAGE> 17
ARTICLE VII
DISABILITY BENEFITS
SECTION 7.01 DETERMINATION OF TOTAL AND PERMANENT DISABILITY
Upon application by an active Member for a disability benefit
under the Plan, the Company shall determine whether such Member has incurred a
Total and Permanent Disability and shall notify such Member of its decision as
soon as practicable. A Member's Total and Permanent Disability must be
certified by the Company and supported by a written medical opinion.
SECTION 7.02 AMOUNT OF DISABILITY BENEFIT
In the event of the Total and Permanent Disability of an active
Member, as certified by the Company, such Member shall be entitled to a
disability benefit payable in accordance with the provisions of Article IX
equal in value to the sum of paragraphs (a) and (b) below:
(a) The Member's Account Balance determined under
subparagraph (i) or (ii) below, whichever is applicable:
(i) if the Member's Benefit Disbursement Date coincides with a Valuation
Date, the Member's Account Balance as of such Valuation Date; or
(ii) if the Member's Benefit Disbursement Date does not coincide with a
Valuation Date, the Member's Account Balance as of the next preceding
Valuation Date, adjusted to reflect any net income allocable to the Account
and any other changes to the Account for the period from such Valuation Date
to the Member's Benefit Disbursement Date.
(b) Any Contribution Amount the Member is entitled to
receive as provided in Section 3.02 which has not been included in the Member's
Account Balance as of his Benefit Disbursement Date.
In calculating any Account adjustments provided for in
subparagraph (a) (ii) above, any such calculation may be made on the basis of
reasonable estimates when actual data is unavailable. Any such estimates shall
be determined in an equitable, non-discriminatory, and consistent manner for
determinations made between Valuation Dates.
VII-1
<PAGE> 18
ARTICLE VIII
BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT; VESTING
SECTION 8.01 BENEFITS FOR OTHER TERMINATION OF EMPLOYMENT
If an active or inactive Member's employment with the Company
terminates prior to attaining his Retirement Age for any reason other than
Total and Permanent Disability or death, such Member, upon attainment of the
Early Commencement Age, shall be entitled to a benefit payable in accordance
with the provisions of Article IX equal to the sum of paragraphs (a) and (b)
below:
(a) The Member's Vested Interest multiplied by his Account
Balance determined under subparagraph (i) and (ii) below, whichever is
applicable:
(i) if the Member's Benefit Disbursement Date coincides with a Valuation
Date, the Member's Vested Interest multiplied by his Account Balance as of
such Valuation Date; or
(ii) if the Member's Benefit Disbursement Date does not coincide with a
Valuation Date, the Member's Vested Interest multiplied by his Account
Balance as of the next preceding Valuation Date, adjusted to reflect any net
income allocable to the Account and any other changes to the Account for the
period from such Valuation Date to the Member's Benefit Disbursement Date.
(b) The Member's Vested Interest in any Contribution Amount
the Member is entitled to receive as provided in Section 3.02 which has not
been included in the Member's Account Balance as of his Benefit Disbursement
Date.
In calculating any Account adjustments provided for in
subparagraph (a)(ii) above, any such calculation may be made on the basis of
reasonable estimates when actual data is unavailable. Any such estimates shall
be determined in an equitable, non-discriminatory, and consistent manner for
determinations made between Valuation Dates.
SECTION 8.02 VESTED INTEREST
(a) Except as provided in paragraph (b) or (c) of this
Section 8.02, a Member's Vested Interest in his Account on any determination
date shall be determined by reference to such Member's full years of Vesting
Service as of such date in accordance with the following vesting schedule:
<TABLE>
<CAPTION>
Full Years of Vesting
Service Vested Interest
---------------------- ---------------
<S> <C>
Less than 3 years 0%
3 years 33%
4 years 67%
5 or more years 100%
</TABLE>
(b) In any case where the forfeitable portion of a former
Member's Account is forfeited upon a Forfeitable Event as provided in Section
8.03, the nonforfeitable portion of such Account upon such forfeiture shall
then become the former Member's entire Account and the former Member's Vested
Interest therein shall be 100%. In the event such former Member shall once
again become an active or inactive Member on a subsequent date, such Member's
existing Account with a Vested Interest of 100% shall become a separate account
within the Member's new Account under the plan, and such separate account shall
continue to have a Vested Interest of 100%. Any such separate account shall be
maintained until such time as the Member's Vested Interest in his entire
Account shall become 100%.
VIII-1
<PAGE> 19
(c) Upon the occurrence of one of the events listed in (i),
(ii), or (iii) below, the Vested Interest of a Member or former Member, as the
case may be, in his Account shall become 100%:
(i) An active or inactive Member's Retirement Date (See Article V);
(ii) The death of an active or inactive Member (See Article VI); or
(iii) An active Member's Total and Permanent Disability (see Article VII).
SECTION 8.03 FORFEITURES
At the time a Member terminates employment with the Company and
its Controlled Entities prior to attaining Retirement Age for any reason other
than Total and Permanent Disability or death, a "Forfeitable Event" occurs
which is either (i) distribution of the nonforfeitable portion of the Member's
account or (ii) five (5) consecutive One-Year Breaks-In-Service. Upon the
occurrence of a Forfeitable Event, the forfeitable portion of his Account shall
be forfeited and such forfeited amount shall be applied against the Company's
next contribution obligation under the Plan. Upon the forfeiture of the
forfeitable portion of a Member's Account, such forfeited amount shall cease to
be a part of such Member's Account.
SECTION 8.04 RESTORATION OF FORFEITURES
If a Member who has a Vested Interest of less than 100% in his
Account incurs a forfeiture pursuant to Section 8.03, such forfeited amount
shall be restored to his Account upon reemployment covered by the Plan, if such
reemployment occurs prior to the date on which he would have incurred five
consecutive One-Year Breaks-In-Service or the number of consecutive One Year
Breaks-In-Service equal to his years of Vesting Service prior to his
termination of employment or five (5) years after reemployment. Any restoration
shall be made from the assets of the special contribution of the Company which
shall not constitute an "annual addition" within the meaning of Section 415 of
the Code. The repayment period will be the earlier of five consecutive One-Year
Breaks-In-Service or five years from the date of reemployment with the
Employer.
VIII-2
<PAGE> 20
ARTICLE IX
TIME AND MANNER OF BENEFIT PAYMENT
SECTION 9.01 BENEFIT COMMENCEMENT
(a) Subject to the provisions of paragraphs (c) and (d) of
this Section 9.01 and Section 9.04, with respect to a benefit payable to or
with respect to a Member pursuant to Article V (retirement), Article VI (death)
or Article VII (disability), the Benefit Disbursement Date shall be within the
90 day period following the date the Member or his Beneficiary becomes entitled
to such benefit.
(b) Subject to the provisions of paragraphs (c) and (d) of
this Section 9.01, with respect to a benefit payable to a Member pursuant to
Article VIII (other termination of employment), the Benefit Disbursement Date
shall be within the 90 day period following the date such Member attains his
Retirement Age; provided, however, that such Member may elect a Benefit
Disbursement Date which is after attainment of Early Commencement Age and prior
to attainment of Retirement Age.
(c) Notwithstanding the foregoing provisions of this
Section 9.01, the Company for the Plan from which a benefit is to be paid may
designate a later Benefit Disbursement Date and, upon notification thereof to
such Member or Beneficiary, as the case may be, such designated date shall
become the Benefit Disbursement Date; provided, however, that in no event shall
a Benefit Disbursement Date be later than the 60th day following the close of
the Plan Year during which the Member attains, or would have attained, age 65
or, if later, the date he terminated employment with the Company. If the amount
of benefit payment required to commence by a certain date in accordance with
the Plan cannot be ascertained by such date, or if it is not possible to
commence benefit payments on such date because the Company has been unable to
locate the Member or Beneficiary, as the case may be, after making reasonable
efforts to do so, a payment retroactive to such date may be made no later than
60 days after the earliest date on which the amount of such benefit payment can
be ascertained under the Plan, or the date on which the Member or Beneficiary,
as the case may be, is located, whichever is applicable.
(d) Notwithstanding any provision in the Plan to the
contrary, all distributions required under this Article IX shall be determined
and made in accordance with the proposed regulations under Section 401(a)(9) of
the Code, including the minimum distribution incidental benefit requirements of
Section 1.401(a)(9)-2 of the proposed regulations. The entire interest of a
Member in his Account must be distributed or must begin to be distributed no
later than the Member's Mandatory Distribution Date. A Member's Mandatory
Distribution Date will be determined as follows:
(i) The Mandatory Distribution Date of a Member who attains age 70-1/2
on or after January 1, 1988 shall be April 1, 1990, or the first day of
April following the calendar year in which the Member attains age 70-1/2,
whichever is later.
(ii) The Mandatory Distribution Date of a Member who has attained age
70-1/2 before January 1, 1988 shall be the first day of April of the
calendar year following the calendar year in which the later of the
Member's termination of employment or attainment of age 70-1/2 occurs.
(e) Notwithstanding any provision to the Plan to the
contrary, distributions to a Member, if not made in a single lump sum, may only
be made over one of the following periods (or a combination thereof):
(1) The life of the Member,
(2) The life of the Member and his Beneficiary,
IX-1
<PAGE> 21
(3) A period certain not extending beyond the life
expectancy of the Member, or
(4) A period certain not extending beyond the joint and last
survivor expectancy of the Member and his Beneficiary.
(f) If the value of a Member's interest in his
Account is to be distributed in other than a single lump sum payment, his
following minimum distribution rules shall become applicable on his Mandatory
Distribution Date:
(1) If the value of the Member's Account is to be
distributed in installments, it must be paid over (i) a
period not extending beyond the life expectancy of
the Member or the joint life and last survivor
expectancy of the Member and his Beneficiary, or (ii)
a period not extending beyond the life expectancy of
his Beneficiary, and the amount of the Required Minimum
Distribution for each calendar year beginning with
distributions for the first distribution calendar
year, must at least equal the following:
(i) For calendar years prior to 1989 (if applicable),
the quotient obtained by dividing the Mandatory
Distribution Value of the Member's Account by the
applicable life expectancy, and if the Member's
spouse is not the Beneficiary, the method of
distribution selected must assure that at least
50% of the present value of the amount available
for distribution is paid within the life
expectancy of the Member.
(ii) For 1989 and subsequent calendar years, the
quotient obtained by dividing the Mandatory
Distribution Value of the Member's Account by the
lesser of (1) the applicable life expectancy or
(2) if the Member's spouse is not the Beneficiary,
the applicable divisor determined from the table
set forth in Q&A-4 of Section 1.401(a)(9)-2 of the
proposed regulations (as in effect on the
Effective Date). Distributions after the death of
the Member shall be distributed using the
applicable life expectancy referred to in clause
(ii)(1), above as the relevant divisor without
regard to clause (ii)(2).
(2) The Required Minimum Distribution for the Member's
first distribution calendar year must be made on or
before the Member's Mandatory Distribution Date. The
Required Minimum Distribution for other calendar
years, including the Required Minimum Distribution for
the calendar year in which the Member's Mandatory
Distribution Date occurs, must be made on or before
December 31 of such calendar year.
(3) Payments under an annuity option must be made in
accordance with the requirements of Section 401(a)(9)
of the Code.
(g) If the Member dies on or after the Member's
Mandatory Distribution Date, the remaining portion of the Member's Account must
continue to be distributed at least as rapidly as under the method of
distribution in effect at the Member's death. If, however, the Member dies
before the Member's Mandatory Distribution Date, distribution of the Member's
Account must be completed by December 31 of the calendar year containing the
fifth anniversary of the Member's death.
(h) For purposes of this Section 9.01(d), the words
and phrases hereinafter set forth shall have the following meanings:
IX-2
<PAGE> 22
(1) Applicable Life Expectancy. The life expectancy (or
joint and last survivor expectancy) calculated using
the attained age of the Member (or Beneficiary) as of
the Member's (or Beneficiary's) birthday in the
applicable calendar year reduced by one for each
calendar year which has elapsed since the date life
expectancy was first calculated.
(2) Distribution Calendar Year; First Distribution
Calendar Year. A distribution calendar year is a
calendar year for which a minimum distribution is
required. For distributions beginning before the
Member's death, the first distribution calendar
year is the calendar year immediately preceding
the calendar year which contains the Member's
Mandatory Distribution Date. For distributions
beginning after the Member's death, the first
distribution calendar year is the calendar year
in which distributions are required to begin.
(3) Life Expectancy. Life expectancy and joint and last
survivor expectancy shall be computed by use of the
expected return multiples in Tables V and VI of
Section 1.72-9 of the Income Tax Regulations. Except
as may be required pursuant to regulations under
Section 401(a)(9) of the Code in the case where a new
Beneficiary is designated, life expectancies shall not
be recalculated after the first distribution calendar
year.
(4) Mandatory Distribution Values of a Member's Account.
(i) The balance of the Member's Account as of the
last Valuation Date in the calendar year immediately preceding the distribution
calendar year (the "valuation calendar year") increased by the amount of any
contributions or forfeitures allocated to the Account as of dates in the
valuation calendar year after the Valuation Date and decreased by distributions
made in the valuation calendar year after the Valuation Date.
(ii) For purposes of subparagraph (i), above, if any
portion of the minimum distribution for the first distribution calendar year is
made in the second distribution calendar year on or before the Mandatory
Distribution Date, the amount of such minimum distribution made in the second
distribution calendar year shall be treated as if it had been made in the
immediately preceding distribution calendar year.
SECTION 9.02 BENEFIT PAYMENT FORMS
(a) With respect to a benefit payable to a Member pursuant
to Article V (retirement), Article VII (disability), or Article VIII (other
termination of employment), the standard form of benefit for any Member who
does not die prior to his Benefit Disbursement Date and who is unmarried on his
Benefit Disbursement Date shall be an immediate single life annuity and the
standard form of benefit for any Member who does not die before his Benefit
Disbursement Date and who is married on his Benefit Disbursement Date shall be
an immediate 50% joint and survivor annuity. Any such single life annuity shall
be a commercial annuity for the life of the Member. Any such joint and survivor
annuity shall be a commercial annuity which is payable for the life of the
Member with a survivor annuity for the life of the Member's Eligible Surviving
Spouse equal to 50% of the amount of the annuity payable during the joint lives
of the Member and such Member's Eligible Surviving Spouse. The standard form of
benefit will be automatically paid as provided in this Section 9.02(a) unless
the Member has elected not to receive his benefit payments in such form by
executing an "Application for Retirement Benefits Form" during the election
period described in Section 9.02(d); provided, however, that the spouse of any
married Member consents in writing to such election pursuant to the provisions
of Section 9.02(e). Any election may be revoked and subsequent elections may be
made, or revoked, at any time any number of times during such election period.
If the Member has elected not to receive the standard form of benefit as
provided herein, such Member's benefit shall be paid in one of the benefit
payment forms under Section 9.02(c), as selected by such Member.
IX-3
<PAGE> 23
(b) With respect to a benefit payable to a Member
pursuant to Article V (retirement), Article VII (disability), or Article VIII
(other termination of employment), who is not married on his Benefit
Disbursement Date the form of benefit payment shall be a single life annuity
under Section 9.02(c)(i), unless such Member selects another benefit payment
form provided in Section 9.02(c).
(c) Subject to the provisions of paragraphs (a)
and (b) of this Section 9.02, the Member may select to receive his benefit in
one of the following forms:
(i) A commercial annuity in the form of a single life
annuity for the life of such Member;
(ii) A commercial annuity in the form of a cash refund
annuity;
(iii) A commercial annuity for a term certain of ten (10)
years and continuous for the life of the Member if he survives such term
certain;
(iv) A commercial annuity payable for the life of such Member
with a survivor annuity for the life of his Beneficiary which shall be equal to
50%, 75%, or 100% of the annuity payable during the joint lives of the Member
and such Member's Beneficiary;
(v) A lump sum payment payable (i) on or after Retirement
Age, (ii) upon Total and Permanent Disability, (iii) on or after Early
Commencement Age; or
(vi) A single life annuity commencing prior to the earliest
age as of which such Member will become eligible for an "old-age insurance
benefit" under the federal Social Security Act, adjusted so that an increased
amount will be paid prior to such age and a reduced amount thereafter; the
purpose of this adjustment is to enable the Member to receive, from this Plan
and under the federal Social Security Act, an aggregate income in approximately
a level amount for life. Moreover, in the event the Member so elects, if such
Member dies before receiving payments aggregating the amount of the Account at
his Benefit Commencement Date, the difference shall be paid in a single lump sum
to his designated beneficiary or if there is none, to the executor or
administrator of his estate.
Notwithstanding the foregoing provisions of this Section 9.02(c), the following
additional requirements must be satisfied:
(1) The benefit payment form described in Section 9.02(c)
(iii) above shall only be available if the present value of
the total payments actuarially expected to be made to the
Member shall be more than 50% of the present value of the
total payments actuarially expected to be made to the Member
and his Beneficiary.
(2) Any payment under a benefit payment form described
in this Section 9.02(c) must satisfy the distribution
requirement described in Section 9.01(d).
(3) The form of payment to the Member or to the Member
and his Beneficiary must be payable over a period of time
which does not exceed the longer of: (i) the life expectancy
of the Member, or (ii) the joint and last survivor life
expectancy of the Member and his Beneficiary.
(4) Distributions due to the termination of the Plan
will be made in accordance with the modes of distributions
provided for in the Plan in Section 9.02(c)(i), (ii), (iii),
(iv), (v) and (vi) above.
IX-4
<PAGE> 24
(5) Annuity starting date is defined as (i) the first
day of the first period for which an amount is payable as an
annuity, or (ii) in the case of a benefit not payable in the form
of an annuity, the first day on which all events have occurred
which entitle the Member to such benefit.
(d) Subject to the provisions of Section 9.02(e)
with respect to any election described in Section 9.02(a), the Company shall
furnish, or shall cause to be furnished, certain general information, pertinent
to such election, to each Member on or about the date which is nine months prior
to the earlier of (i) the date such Member will attain his Early Commencement
Age or (ii) the date such Member will attain his latest Retirement Age. The
furnished information shall be written in non-technical language and shall
include (i) a general explanation of the joint and survivor annuity applicable
to a married Member and a general explanation of the life annuity applicable to
an unmarried Member, (ii) a description of the circumstances under which the
life annuity will be paid unless the unmarried Member elects otherwise and the
circumstances under which the joint and survivor annuity and the preretirement
survivor annuity will be paid unless a married Member elects otherwise pursuant
to the provisions of Section 6.04, which requires the spouse's written consent
to a specific alternative beneficiary (or to no beneficiary) and a specific form
of benefit which may not be changed without spousal consent, (iii) a description
of the election procedure and the time period during which the election must be
made, (iv) a description of the relative financial effect such an election would
have on such Member's benefit under the Plan, and (v) a notice that, if such
Member so requests within 60 days of the date he receives such notice, the
Company shall furnish, or shall cause to be furnished, within 30 days of such
Member's request, more detailed information as to the terms and conditions of
the life annuity or joint and survivor annuity, whichever is applicable, and the
financial effect of such election on such Member's benefit under the Plan. The
period of time during which a Member may make election shall begin on the date
the general information described above is furnished to such Member and shall
end on the first day of the month coinciding with or next preceding such
Member's Benefit Disbursement Date. Notwithstanding the foregoing, with respect
to a Member who becomes a Member of the Plan after the date the general
information described above is to be furnished, such general information shall
be furnished on or about the date such Member begins participation in the Plan.
In such case, and in any case where a Member does not otherwise receive the
general information described above on or about the date it is to be furnished,
the election period described above shall not end before (i) 90 days following
the furnishing of such general information, (ii) 60 days following the
furnishing of any detailed information required to be furnished due to the
request of such Member, or (iii) the 90-day period ending on the annuity
starting date, whichever occurs last. If a Member terminates his employment with
the employer prior to the date the general information described above is
furnished under such circumstance that he is entitled to a benefit pursuant to
Article VIII, such Member shall be furnished such general information as soon as
practicable after such Member's termination of employment.
(e) In the event a benefit under the Plan is to be paid to
a Member in the standard joint and survivor annuity form under Section 9.02(a)
and such Member elects another form of benefit payment which will not provide
his spouse with a lifetime survivor annuity which is at least 50% of the amount
of the annuity payable during the joint lives of the Member and the spouse,
such benefit shall be paid in such form only if such Member's spouse consents
thereto in writing. Any spousal consent given pursuant to this provision shall
acknowledge the effect of such form of payment and shall be witnessed by a Plan
representative or a notary public, unless a Plan representative finds that such
consent cannot be obtained because the spouse cannot be located or because of
other circumstances set forth in Section 401(a)(11) of the Code and regulations
issued thereunder. A vested Member (i) may elect, with the written consent of
his or her spouse, not to take the qualified preretirement survivor annuity,
and (ii) may revoke an election not to take the preretirement survivor annuity,
or choose again to take a preretirement survivor annuity at any time, and any
number of times, within the applicable election period. This period is defined
in Section 417(a)(5) of the Code as from the first day of the first Plan Year
in which the Member attains age 35 until the Member's death.
(f) In accordance with procedures established by the
Company, any Member who wishes to receive distribution of
IX-5
<PAGE> 25
his vested benefit under the Plan in the form of an annuity, under the Cooper
Cameron Corporation Salaried Employees' Retirement Plan (the "Cooper Cameron
Salaried Plan") may elect to transfer the amount of such benefit to the Cooper
Cameron Salaried Plan as of his benefit commencement date to be held and
distributed in accordance with the terms thereof.
(g) Notwithstanding any other provision of the Plan to the
contrary, in no event shall any provision of the Plan restrict the availability
of an alternate form of benefit to a certain select group or classification of
Members or Beneficiaries.
SECTION 9.03 PAYMENT OF DEATH BENEFITS
(a) The standard form of death benefit payable with respect
to a Member who dies while employed by the Employer and who leaves an Eligible
Surviving Spouse shall be an immediate survivor annuity. Such survivor annuity
shall be a commercial annuity payable for the life of the Eligible Surviving
Spouse. Such a Member may elect not to have the standard form of death benefit
payable to his Eligible Surviving Spouse by designating a person other than his
Eligible Spouse as his Beneficiary pursuant to the provisions of Sections 6.02
and 6.04; provided, however, that any such election shall not be effective
before the first day of the Plan Year in which the Member attains age 35. The
Company shall furnish, or shall cause to be furnished to each Member, a written
explanation of the terms and conditions of the survivor annuity provided
hereunder, the right of a Member to, and the effect thereof, cause someone
other than his spouse to be his Beneficiary, and the rights of the Member's
spouse with respect to any such designation or change thereof. The time period
during which such explanation is to be provided shall end with the later of (i)
the close of the Plan Year preceding the Plan Year in which the Member attains
age 35, (ii) a reasonable period after the Member begins participation in the
Plan, or (iii) a reasonable period after the Member separates from service with
the Employer.
(b) The form of death benefit payable with respect to a
Member who is not married at the time of his death while employed by the
Company, or who is married at such time and who has elected out of the standard
form of death benefit provided in Section 9.03(a), shall be the form provided
for in Section 9.03(c)(i), unless the Member's Beneficiary selects another
benefit payment form set forth in Section 9.03(c).
(c) With respect to the selection of a form of death benefit
payment as provided in paragraphs (b) and (e) of this Section 9.03, the
Member's Beneficiary may select one of the following forms:
(i) A lump sum payment; or
(ii) A commercial annuity in the form of a single life
annuity.
(d) If a former Member who is entitled to a benefit
pursuant to Article V (retirement), Article VII (disability), or Article VIII
(other termination of employment) shall die after his termination of employment
with the Company but prior to his Benefit Disbursement Date, his Vested
Interest in the benefit to which he was entitled shall be paid pursuant to
Article VI, and Section 9.03(a), or 9.03(b), whichever is applicable, as if
such Member had died while employed by the Company; provided, however, that the
application of the provisions of this Section 9.03(d) as if the Member had died
while employed by the Company shall not result in a Member entitled to a
benefit under Article VIII (other termination of employment) having a greater
Vested Interest in his Account than his Vested Interest as of the date of his
termination of employment.
(e) In the event a survivor annuity is to be paid to a
Member's Eligible Surviving Spouse, as provided in Section
IX-6
<PAGE> 26
9.03(a) or 9.03(d), such Eligible Surviving Spouse may request in writing to
receive the survivor benefit in one of the forms provided for in Section
9.03(c). Within a reasonable time after any such written request by such
Eligible Surviving Spouse, the applicable Company shall provide, or shall cause
to be provided, to such Spouse a written explanation, in non-technical language
of such survivor annuity form and the alternative forms of payment which may be
selected along with the financial effect of each such form.
(f) Unless the Member otherwise elects, the payment of
benefits under the Plan to the Member shall begin not later than the 60th day
after the close of the Plan Year in which the latest of the following events
occurs:
(i) The date on which the Member attains age 65;
(ii) The date on which the Member terminates service with the Company
or a Controlled Entity.
Notwithstanding any provision in the Plan to the contrary, a Member's Vested
Interest in his Account under the Plan must be distributed, or begun to be
distributed, to him not later than the April 1 following the calendar year in
which the Member attains age 70-1/2. In the event a Member dies after
commencement of the distribution of his interest, any remaining portion of such
interest shall be distributed to his Beneficiary in the method which is at
least as rapid as the method being used at the date of his death. In the event
a Member dies prior to commencement of the distribution of his interest, the
entire interest attributable to such Member shall be distributed within five
years after the date of his death, unless such interest is payable to his
Beneficiary for a period which does not exceed the life or life expectancy of
such Beneficiary, in which event distribution of such interest shall commence
no later than the date such Member would have attained age 70-1/2, if the
beneficiary is the surviving spouse or, under certain circumstances set forth
in Section 401(a) (9) of the Code or regulations thereunder, a child of such
former Member, or the date which is one year after the date of the Member's
death, if the Beneficiary is not the surviving spouse or child of such former
Member.
(g) In any case where a former Member dies after his Benefit
Disbursement Date, payment of the benefit payable with respect to such former
Member shall continue, if applicable, in accordance with the benefit payment
form in effect as provided in Section 9.02.
SECTION 9.04 LUMP SUM CASH-OUT
Notwithstanding the foregoing provisions of this Article IX,
with respect to any benefit payable pursuant to Article V (retirement), Article
VI (death), Article VII (disability) or VIII (other termination of employment),
if the amount of the Member's Vested Interest in his Account Balance is not in
excess of $3,500 (or such greater amount as may be prescribed by the Secretary
of the Treasury) such benefit shall be paid to such Member or Beneficiary, as
the case may be, in one lump sum in lieu of any other benefit payment form
herein provided. No distribution may be made under the previous sentence after
the annuity commencement date when the accrued benefit (derived from both
employer and employee contributions, excluding deductible employee
contributions) is in excess of $3,500 unless the Member and his eligible spouse
(or where the Member has died, the Eligible Surviving Spouse) consent in
writing to such distribution. An accrued benefit is immediately distributable
if any part of the benefit may be distributed to the Member before the later of
normal retirement or age 62. This does not apply after the death of the Member.
For purposes hereunder, present value shall be determined by using an interest
rate not greater than the interest rate which would be used (as of the date of
distribution) by the Pension Benefit Guaranty Corporation for purposes of
determining the present value of a lump sum distribution on plan termination.
SECTION 9.05 COMMERCIAL ANNUITIES
In any case where a benefit payable under the Plan is to be paid
in the form of a commercial annuity, a commercial annuity contract shall be
purchased and distributed to the
IX-7
<PAGE> 27
Member or Beneficiary, as the case may be. Upon the distribution of any such
contract, the Plan shall have no further liability with respect to the amount
used to purchase the annuity contract and the company issuing such contract
shall be solely responsible to the recipient of the contract for the annuity
payments thereunder. All certificates for commercial annuity benefits shall be
non-transferable, and no benefit thereunder may be sold, assigned, discounted,
or pledged. Any commercial annuity purchased under the Plan shall contain such
terms and provisions as may be necessary to satisfy the requirements under the
Plan.
SECTION 9.06 ACTUARIAL EQUIVALENCY
With respect to any benefit payable pursuant to the Plan,
whichever form of payment is selected, the value of such benefit shall be the
actuarial equivalent of the value of the Account Balance to which the
particular Member or Beneficiary, as the case may be, is entitled.
SECTION 9.07 ELIGIBLE ROLLOVER DISTRIBUTIONS
Each Member and beneficiary who receives an Eligible Rollover
Distribution may elect in the time and in a manner prescribed by the Company to
have all or any portion of such Eligible Rollover Distribution transferred to
an Eligible Retirement Plan; provided, however, that only one such transfer may
be made with respect to an Eligible Rollover Distribution to an Eligible
Retirement Plan. Notwithstanding the foregoing, the Member may elect, after
receiving the notice required under Section 402(f) of the Code, to receive such
Eligible Rollover Distribution prior to the expiration of the 30-day period
beginning on the date such Member is issued such notice, provided that the
Member or beneficiary is permitted to consider his decision for at least 30
days and is advised of such right in writing.
IX-8
<PAGE> 28
ARTICLE X
PLAN ADMINISTRATION
SECTION 10.01 PLAN ADMINISTRATOR
For purposes of ERISA, the Company shall be the Plan
Administrator and, as such, shall be responsible for the compliance of the Plan
with the reporting and disclosure provisions of ERISA.
SECTION 10.02 AUTHORITY OF THE COMPANY
The Company shall have all the powers and authority expressly
conferred upon it herein and, further, shall have the sole right to interpret
and construe the Plan, and to determine any disputes arising thereunder,
subject to the provisions of Section 10.04. In exercising such powers and
authority, the Company at all times shall exercise good faith, apply standards
of uniform application, and refrain from arbitrary action. Any decision of the
Company in such exercise of its powers, authorities and duties shall be final
and binding upon all affected parties. The Company may employ such attorneys,
agents, and accountants as it may deem necessary or advisable to assist it in
carrying out its duties hereunder. The Company shall be a "named fiduciary" as
that term is defined in Section 402(a)(2) of ERISA. The Company may:
(a) allocate any of the powers, authorities, or
responsibilities for the operation and administration of the Plan,
which are retained by it or granted to it by this Article X, to the
Trustee; and
(b) designate a person or persons other than itself to
carry out any of such powers, authorities, or responsibilities;
provided, however, that no powers, authorities, or responsibilities of the
Trustee shall be subject to the provisions of paragraph (b) of this Section
10.02; and provided further, that no allocation or delegation by the Company of
any of its powers, authorities, responsibilities to the Trustee shall become
effective unless such allocation or delegation first shall be accepted by the
Trustee in a writing signed by it and delivered to the Company.
SECTION 10.03 ACTION BY THE COMPANY
Any act authorized, permitted, or required to be taken by the
Company under the Plan, which has not been delegated in accordance with Section
10.02, may be taken by a majority of the members of the Board of Directors of
the Company, either by vote at a meeting, or in writing without a meeting. All
notices, advices, directions, certifications, approvals, and instructions
required or authorized to be given by the Company under the Plan shall be in
writing and signed by either (i) a majority of the members of the Board of
Directors of the Company, or by such member or members as may be designated by
an instrument in writing, signed by all the members thereof, as having
authority to execute such documents on its behalf, or (ii) a person who become
authorized to act for the Company in accordance with the provisions of
paragraph (b) of Section 10.02. Subject to the provisions of Section 10.04, any
action taken by the Company which is authorized, permitted, or required under
the Plan shall be final and binding upon the Company and the Trustees, all
persons who have or who claim an interest under the Plan, and all third parties
dealing with any Trustee or the Company.
X-1
<PAGE> 29
SECTION 10.04 CLAIMS REVIEW PROCEDURE
Whenever the Company decides for whatever reason to deny,
whether in whole or in part, a claim for benefits filed by any person
(hereinafter referred to as the "Claimant"), the Company shall transmit to the
Claimant a written notice of its decision, which notice shall be written in a
manner calculated to be understood by the Claimant and shall contain a
statement of the specific reasons for the denial of the claim and a statement
advising the Claimant that, within 60 days of the date on which he receives
such notice, he may obtain review of the decision of the Company in accordance
with the procedures hereinafter set forth. Within such 60-day period, the
Claimant or his authorized representative may request that the claim denial be
reviewed by filing with the Company a written request therefor, which request
shall contain the following information;
(a) the date on which the Claimant's request was filed with
the Company; provided that the date on which the Claimant's request
for review was in fact filed with the Company shall control in the
event that the date of the actual filing is later than the date
stated by the Claimant pursuant to this paragraph (a);
(b) the specific portions of the denial of his claim which
the Claimant requests the Company to review;
(c) a statement of the Claimant setting forth the basis
upon which he believes the Company should reverse its previous
denial of his claim for benefits and accept his claim as made; and
(d) any written material (offered as exhibits) which the
Claimant desires the Company to examine in its consideration of his
position as stated pursuant to paragraph (c) of this Section 10.04.
Within 60 days of the date determined pursuant to paragraph (a) of this Section
10.04, the Company shall conduct a full and fair review of its decision denying
the Claimant's claim for benefits. Within 60 days of the date of such hearing,
the Company shall render its written decision on review, written in a manner
calculated to be understood by the Claimant, specifying the reasons and Plan
provisions upon which its decision was based.
SECTION 10.05 QUALIFIED DOMESTIC RELATIONS ORDER
The Company shall establish reasonable procedures to determine
the status of domestic relations orders and to administer distributions under
domestic relations orders which are deemed to be qualified orders. Such
procedures shall be in writing and shall comply with the provisions of Section
414(p) of the Code and regulations issued thereunder.
SECTION 10.06 INDEMNIFICATION
In addition to whatever rights of indemnification the members of
the Board of Directors of the Company, or any other person or persons (other
than the Trustees) to whom any power, authority, or responsibility of the
Company is allocated or delegated pursuant to paragraph (b) of Section 10.02,
may be entitled under the articles of incorporation, regulations, or bylaws of
the Company, under any provision of law, or under any other agreement, the
Company shall satisfy such liability actually and reasonably incurred by any
such member or such other person or persons, including expenses, attorneys'
fees, judgments, fines, and amounts paid in settlement, in connection with any
threatened, pending, or completed action, suit, or proceeding which is related
to the exercise, or failure to exercise, by such member or such other person or
persons of any of the powers, authorities, responsibilities, or discretion of
the Company as provided under the Plan and the Trust Agreement, or reasonably
believed by such member or such other person or persons to be provided
thereunder, and any action taken by such member or such other person or persons
in connection therewith.
X-2
<PAGE> 30
ARTICLE XI
FUNDING AGENT; ADMINISTRATION
OF PLAN ASSETS
SECTION 11.01 FUNDING AGENT
(a) The assets of the Plan shall be maintained in a fund by
the Funding Agent for the purpose of providing the benefits provided for under
the Plan. The Company may provide for such fund by entering into a trust
agreement or an annuity contract with the Funding Agent. The Company may
maintain the Plan's fund through more than one Funding Agent and under more
than one annuity contract or trust agreement, or any combination thereof. The
Company, at any time and from time to time, may substitute a new funding medium
or Funding Agent without such substitution being considered a discontinuance of
the Plan.
(b) The Funding Agent shall receive such compensation for
its services as Funding Agent hereunder as may be agreed upon from time to time
by the Company and the Funding Agent. The Funding Agent shall be reimbursed for
all reasonable expenses it incurs while acting as Funding Agent, as agreed upon
by the Company and as provided in Section 11.02(b).
SECTION 11.02 ADMINISTRATION OF PLAN ASSETS
(a) All contributions made under the Plan shall be paid to
the Funding Agent and shall be held, invested, and administered under the terms
of the annuity contract or trust agreement entered into between the Company or
the Employer and the Funding Agent, subject, however, to the provisions of the
Plan. All property and funds of the Plan including income from investments and
from all other sources, shall be retained for the exclusive benefit of Members
and their Beneficiaries, as provided in the Plan, and shall be used to pay Plan
benefits, or to pay expenses of administration of the Plan to the extent not
paid by the Company.
(b) Notwithstanding any other provision of the Plan, in the
event any portion of a Member's benefit under the Plan is satisfied by the
purchase of an annuity, the benefit otherwise payable under the Plan to such
Member shall be reduced by an amount equal to the benefit purchase under the
annuity contract.
(c) Expenses incident to the administration of the Plan may
be paid by the Company or the Employer and, if not paid by the Company or the
Employer, shall be paid from the Plan assets, and, until paid, shall constitute
a claim against the Plan assets which is paramount to the claims of Members and
their Beneficiaries.
(d) The maintenance of an Account with respect to a Member
shall not mean that such Member shall have a greater or lesser interest than
that due him by operation of the Plan and shall not be considered as
segregating any funds or property within the Plan's assets from any other funds
or property contained in the investment fund. No Member or Beneficiary shall
have any title to any specific asset of the Plan, nor shall any such individual
have any right to, or interest in, any assets of the Plan upon termination or
otherwise, except as provided from time to time under the Plan, and then only
to the extent of the benefits payable to such individual out of Plan assets.
SECTION 11.03 AUTHORIZATION OF BENEFIT PAYMENTS AND DISTRIBUTIONS
The Company shall issue directions to the Funding Agent
concerning all benefits which are to be paid from the Plan assets pursuant to
the provisions of the Plan. Any distribution made with respect to a Member
shall be debited to the Member's Account. The Funding Agent may make any
payment required of the Funding Agent hereunder by mailing the Funding Agent's
check to the person to whom such payment is to be made.
XI-1
<PAGE> 31
ARTICLE XII
FIDUCIARY RESPONSIBILITIES
SECTION 12.01 GENERAL ALLOCATION OF DUTIES
Each fiduciary with respect to the Plan shall have only those
specific powers, duties, responsibilities and obligations as are specifically
given him under the Plan. It is intended under the Plan that each fiduciary
shall be responsible for the proper exercise of his own powers, duties,
responsibilities and obligations hereunder and shall not be responsible for any
act or failure of another fiduciary except to the extent provided by law or as
specifically provided herein.
SECTION 12.02 FIDUCIARY LIABILITY
A fiduciary shall not be liable in any way for any acts or
omissions constituting a breach of fiduciary responsibility and occurring prior
to the date he becomes a fiduciary or after the date he ceases to be a
fiduciary.
SECTION 12.03 DELEGATION AND ALLOCATION
The Company may appoint committees, individuals or any other
agents as it deems advisable and may delegate to any of such appointees any or
all of its powers and duties. Such appointment and delegation must be in
writing, specifying the powers or duties being delegated, and must be accepted
in writing by the delegate. Upon such appointment, delegation and acceptance,
the delegating committee members shall have no liability for the acts or
omissions of any such delegate, as long as the delegating committee members do
not violate their fiduciary responsibility in making or continuing such
delegation.
XII-1
<PAGE> 32
ARTICLE XIII
AMENDMENTS TO THE PLAN
SECTION 13.01 PLAN AMENDMENTS
Subject to the limitations set forth in Section 13.02, the
Company may at any time, and from time to time, make any amendment to the Plan
that it determines in its sole discretion to be appropriate. Specifically, but
not by way of limitation, the Company may make any amendment to the Plan which
is necessary to obtain and maintain the tax-qualified status of the Plan, and
its related fund, under the Code, whether or not such amendment is retroactive.
SECTION 13.02 LIMITATIONS ON PLAN AMENDMENT
No amendment to the Plan may be made which would vest in the
Company, directly or indirectly, any interest in or control of the assets of
the Plan. No amendment may be made which would vary the Plan's exclusive
purpose of providing benefits to Members and their Beneficiaries, and defraying
the reasonable expenses of administering the Plan, or which would permit the
diversion of any part of the Plan's assets from such exclusive purpose. No
amendment may be made which would reduce any existing nonforfeitable interest
of a Member.
SECTION 13.03 ELECTION OF FORMER SCHEDULE
In the event the Company adopts an amendment to the Plan that
directly or indirectly affects the computation of a Member's Vested Interest in
his Account, any Member with three or more years of Vesting Service shall have
a right to have his nonforfeitable interest in his Account continue to be
determined under the vesting schedule in effect prior to such amendment rather
than under the new vesting schedule, unless the Vested Interest of such Member
in his Account under the Plan, as amended, at any time is not less than such
interest determined without regard to such amendment. Such Member shall
exercise such right by giving written notice of his exercise thereof to the
Company within 60 days after the latest of (i) the date he receives notice of
such amendment from the Company, (ii) the effective date of the amendment, or
(iii) the date the amendment is adopted. Notwithstanding the foregoing
provisions of this Section 13.03, the Vested Interest of each Member on the
effective date of such amendment shall not be less than his Vested Interest
under the Plan as in effect immediately prior to the effective date thereof.
XIII-1
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ARTICLE XIV
PLAN TERMINATION; PLAN MERGER OR CONSOLIDATION
SECTION 14.01 RIGHT TO TERMINATE OR DISCONTINUE
The Company has established the Plan with the intention and
expectation that it will be able to continue the Plan as an on- going Plan from
year to year. However, the Company realizes that circumstances may arise that
would make it advisable to discontinue the maintenance of the Plan.
Accordingly, the Company reserves the right and shall have the power to
completely or partially terminate the Plan at any time after its establishment,
or to discontinue making contributions to the Plan.
SECTION 14.02 PLAN TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS
(a) If the Plan is terminated or partially terminated, the
Vested Interest of each Member directly affected by such termination shall
become 100%, effective as of such termination date.
(b) If the Plan is amended so as to permanently discontinue
Company contributions, or if the Company contributions are in fact permanently
discontinued the Vested Interest of each Member directly affected by such
discontinuance shall become 100%, effective as of the date of discontinuance.
(c) Upon a Plan termination or discontinuance, any
previously unallocated Contribution Amounts and net income (or net loss) shall
be allocated among the Accounts of the Members directly affected by such event
as of the date of such termination or discontinuance according to the
provisions of Article IV, as if such date of such event was an Allocation Date.
Thereafter, the net income (or net loss) shall continue to be allocated to such
Accounts until the Account Balances are distributed. In the event of a Plan
termination, the date of the final distribution shall be treated as a Valuation
Date.
(d) Following a Plan termination or discontinuance, the Plan
shall continue to be administered in accordance with its terms until such time
as the Company provides the Funding Agent with instructions as to the
liquidation of the Plan's assets. The Company may amend the Plan to provide for
the procedures to be followed in providing for the liquidation of the Plan's
assets upon a Plan termination or discontinuance; provided, however, that no
such amendment or other procedure for the liquidation of the Plan's assets
shall permit (i) the Plan's assets to be used for any purpose other than
providing benefits to Members and their Beneficiaries, and defraying the
reasonable expenses of administering the Plan, including the liquidation
thereof, and (ii) distributions to or with respect to the Members directly
affected by the Plan termination or discontinuance which are made at a time and
are payable in a form and manner not in accordance with the provisions of the
Plan.
SECTION 14.03 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
The Plan may not merge or consolidate with, or transfer its
assets or liabilities to, any other plan, unless each Member or Beneficiary,
would, in the event such other plan then terminated, be entitled to a benefit
immediately following such event which is equal to or greater than the benefit
to which he would have been entitled if the Plan were terminated immediately
before the merger, consolidation or transfer.
XIV-1
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ARTICLE XV
VESTING SERVICE; HOUR OF SERVICE
SECTION 15.01 VESTING SERVICE
(a) Subject to the provisions in paragraph (b) of this
Section 15.01, a Member's Vesting Service shall be determined on the following
basis:
(1) For the period prior to January 1, 1989, a Member shall be
credited with Vesting Service in an amount equal to the service, if any,
for vesting purposes with which he was credited prior to the restatement
of the Plan.
(2) For all periods from and after January 1, 1989, 1,000 or more
Hours of Service during any Plan Year shall constitute one year of Vesting
Service.
(b) A Member who terminates employment and who subsequently
recommences participation in the Plan, shall be reinstated with the years of
Vesting Service with which he was credited prior to his termination of
employment, if (i) the number of his consecutive One-Year Breaks-In-Service is
less than five (5), or (ii) he had a Vested Interest at the time of such
termination.
SECTION 15.02 HOUR OF SERVICE
(a) An Hour of Service is each hour during an applicable
computation period for which an Employee is directly or indirectly paid, or
entitled to payment, by the Company or a Controlled Entity for the performance
of duties or for reasons other than the performance of duties, including, but
not limited to, any Leave of Absence. Such Hours of Service shall be credited
to the Employee for the computation period in which such duties were performed
or in which occurred the period during which no duties were performed. An Hour
of Service also includes each hour, not credited above, for which back pay,
irrespective of mitigation of damages, has been either awarded or agreed to by
the Company or a Controlled Entity. These Hours of Service shall be credited to
the Employee for the computation period in which the award, agreement or
payment is made. In determining an Employee's total Hours of Service during a
computation period, a fraction of an hour shall be deemed a full Hour of
Service.
(b) The number of Hours of Service to be credited to an
Employee for any computation period shall be governed by Section 2530.200b-2(b)
and (c) of the Department of Labor Regulations under ERISA.
(c) Hours of Service during the period prior to the
Effective Date shall be determined from whatever records may be reasonably
accessible to the Company and, if such records are insufficient, the Company
may make whatever calculations are necessary to approximate Hours of Service
for the period in a manner uniformly applicable to all Employees similarly
situated. These provisions shall be construed by resolving any questions or
ambiguities in favor or crediting Employees with Hours of Service.
(d) In determining an Employee's Hours of Service, there
shall be added to such Employee's Hours of Service as calculated under the
preceding provisions of this 15.02, the number of hours in his
regularly-scheduled workday while absent from active Employment due to
sickness, disability, layoff with recall rights or Leave of Absence following a
period for which he is credited with Hours of Service under the preceding
provisions of this Section 15.02. An Hour of Service credited under the
preceding sentence shall be known as a "Non-Paid Hour of Service" and shall be
included in the employee's Hours of Service for purposes of determining his
Vesting Service.
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ARTICLE XVI
MISCELLANEOUS
SECTION 16.01 NON-GUARANTEE OF EMPLOYMENT
The adoption and maintenance of the Plan shall not be deemed to
be a contract between the Company and any person or to be consideration for the
Employment of any person. Nothing herein contained shall be deemed to give any
person the right to be retained in the employ of the Company or to restrict the
right of the Company to discharge any person at any time nor shall the Plan be
deemed to give the Company the right to require any person to remain in the
employ of the Company or to restrict any person's right to terminate his
employment at any time.
SECTION 16.02 PAYMENTS SOLELY FROM PLAN ASSETS
All benefits payable under the Plan shall be paid or provided
for solely from the Plan assets and neither the Company nor the Funding Agent
assumes any liability or responsibility for the adequacy thereof. The Company
or the Funding Agent may require execution and delivery of such instruments as
are deemed necessary to assure proper payment of any benefits.
SECTION 16.03 FACILITY OF PAYMENT
Whenever the Company determines that a person entitled to a
benefit from the Plan is under a legal disability or is incapacitated in any
way so as to be unable to manage his financial affairs, the Company may direct
the Funding Agent to make payments to such person or to his legal
representative or to a relative or other person caring for such person with
such payments shall be for the benefit of such person. Any such payment of a
benefit in accordance with the provisions of this Section 16.03 shall be in
complete discharge of any liability for the making of such payment under the
provisions of the Plan.
SECTION 16.04 NON-ALIENATION OF BENEFITS
Except as provided in Sections 401(a)(13)(B) and 414(p) of the
Code relating to qualified domestic relations orders, benefits payable under
the Plan shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary, including any such liability
which is for alimony or other payments for the support of a spouse or former
spouse or for any other relative of a Member of Beneficiary to actually being
received by the person entitled to the benefit under the terms of the Plan; and
any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge or otherwise dispose of any right to benefits payable hereunder, shall
be void. The Plan and the Funding Agent shall not in any manner be liable for,
or subject to, the debts, contracts, liabilities, engagements or torts of any
person entitled to benefits hereunder. Notwithstanding the foregoing provisions
of this Section 16.04, the Company may direct the Funding Agent to comply with
a qualified domestic relations court order requiring deductions from a Member
or Beneficiary's benefit payments, but only if such deductions are specifically
provided for in such order.
SECTION 16.05 EXCLUSIVE BENEFIT
No part of the Plan assets shall be used for any purpose other
than the exclusive purpose of providing benefits which Members and
Beneficiaries are entitled to under the Plan, and for the purpose of defraying
the reasonable expenses of administering the Plan.
SECTION 16.06 TRANSFERRED EMPLOYMENT
In any case where a Member transfers employment, directly or
indirectly, from the Company to a Controlled Entity, such
XVI-1
<PAGE> 36
Member shall not be considered to have terminated employment with the Company
for purposes of his eligibility to receive a retirement or other vested benefit
under the Plan so long as he so remains employed by a Controlled Entity.
SECTION 16.07 SEVERABILITY
If any provisions of the Plan shall be held illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
provisions hereof; instead, each provision shall be fully severable and the
Plan shall be construed and enforced as if said illegal or invalid provision
had never been included herein.
SECTION 16.08 APPLICABLE LAW
All provisions of the Plan shall be construed in accordance with
the laws of Texas, except to the extent preempted by federal law.
SECTION 16.09 INTERNAL REVENUE SERVICE APPROVAL
Notwithstanding any other provision of the Plan to the contrary,
the contributions made under the Plan, are contingent upon the deductibility of
such contributions under Section 404 of the Code. To the extent that a
deduction for such contributions is disallowed, such contributions may be
returned within one year after the date of disallowance.
XVI-2
<PAGE> 37
ARTICLE XVII
TAX DEFERRED SAVINGS CONTRIBUTIONS
SECTION 17.01 TAX DEFERRED SAVINGS CONTRIBUTION ELECTION
Commencing with the date as of which this Article becomes
effective or as of any January 1 or July 1 thereafter, such Member may elect to
have Tax Deferred Savings Contributions in $.10 increments, made on his behalf
to the Plan by his Employer and credited to his Account; provided, however,
that such amount shall not be less than $.10 per Contribution Hour and in no
event shall such Tax Deferred Savings Contributions under the Plan and all
other qualified plans maintained by the Employer or any Controlled Entity
exceed $7,000 (or such higher dollar limit as shall be in effect for such
calendar year in accordance with the adjusted factor prescribed under Sections
402(g)(5) and 415(d) of the Code) during a calendar year. If a Member elects to
have such Tax Deferred Savings Contributions made on his behalf, his
compensation shall be reduced by the amount he elects pursuant to the terms of
a compensation reduction authorization filed with the Employer. Notwithstanding
the foregoing provisions of this Section, Tax Deferred Savings Contributions
made with respect to a Plan Year on behalf of Highly Compensated Employees (as
described and defined in Section 414(q) of the Code) shall not exceed the
limitations set forth in Section 17.03.
SECTION 17.02 CHANGE OF TAX DEFERRED SAVINGS CONTRIBUTION ELECTION
Effective as of any January 1 or July 1, any Member may suspend
or change the amount of the Tax Deferred Savings Contributions made on his
behalf by filing an amended compensation reduction authorization with the
Employer; provided, however, that such Member may only select an amount of
compensation to be so contributed which does not exceed the applicable
limitations set forth in Sections 17.01 and 17.03.
SECTION 17.03 LIMITATION ON TAX DEFERRED SAVINGS CONTRIBUTIONS
Notwithstanding any other provisions of the Plan to the
contrary, the Company shall take such action as it deems appropriate to limit
the amount of Tax Deferred Savings Contributions under the Plan in each Plan
Year to the extent necessary to insure that any average deferral percentage
requirement under Section 401(k) of the Code is not exceeded. Such Code section
and regulations relating thereto, including the regulation regarding the
Multiple Use Test, are hereby incorporated in the Plan by reference. If for any
Plan Year, the aggregate amount of Tax Deferred Savings Contributions under the
Plan actually paid over to the trustee on behalf of certain Members exceeds the
maximum amount permitted under the limits described in this Section 17.03 for
such Plan Year, then the amount of such excess (hereinafter referred to as
"Excess Contributions" and determined by reducing the Tax Deferred Savings
Contributions on behalf of such Member in order of the actual deferral
percentages as defined in Section 401(k)(3)(B) of the Code beginning with the
highest of such percentages), plus any income and minus any loss allocable
thereto, shall be distributed to Members to whose Accounts were allocated in
the case of Excess Contributions attributable to such Tax Deferred Savings
Contributions, to the extent applicable. The income or loss allocable to Excess
Contributions shall be determined by the Company in accordance with applicable
rules and regulations.
SECTION 17.04 EXCESS TAX DEFERRED SAVINGS CONTRIBUTIONS
If a Member who had Tax Deferred Savings Contributions made on
his behalf for a Plan Year files with the Employer, within the time limit
prescribed by the Employer after the end of such Plan Year, a written
statement, on a form acceptable to the Employer, that he has elective deferrals
within the meaning of Section 402(g) of the Code for the taxable year in excess
of the dollar limitation on elective deferrals to effect for such taxable year,
and specifying the amount of such excess the Member claims as allocable to the
Plan, the amount of such excess and any income allocable to such excess
elective deferral shall be distributed to the Member by April 15 of the year
following the year of the excess elective deferral.
XVII-1
<PAGE> 38
SECTION 17.05 INVESTMENT AND ADMINISTRATION OF TAX DEFERRED SAVINGS
CONTRIBUTIONS
Any Tax Deferred Savings Contributions which are credited to a
Member's Account shall be deposited with the Funding Agent and commingled for
investment purposes with other Plan Assets. The Funding Agent shall account for
the Tax Deferred Savings Contributions of a Member separately in accordance
with the procedures applicable to Accounts in general. Except as specifically
provided in this Article XVII Tax Deferred Savings Contribution shall be held
and administered in accordance with the procedures applicable to contributions
to credited Accounts. Notwithstanding the foregoing, in no event shall the
amount of a Member's Account attributable to Tax Deferred Savings Contributions
be distributable to such Member or his Beneficiary earlier than (i) separation
from service, death, or disability; or (ii) attainment of age 59-1/2.
SECTION 17.06 VESTING
A Member shall be 100% vested at all times in the value of his
Tax Deferred Savings Contributions.
SECTION 17.07 DISTRIBUTION OF TAX DEFERRED SAVINGS CONTRIBUTIONS
Subject to the limitations set forth in this Section 17.07, each
Member shall be entitled to receive the entire interest of his Account
attributable to his Tax Deferred Savings Contributions in a single sum upon the
termination of such Member's employment with the Employer and the Controlled
Entities; provided, however, that if such interest when added to any other
vested interest of the Member under the Plan exceeds $3,500, such interest may
not be distributed to such Member prior to Normal Retirement Age without his
consent and the consent of his spouse. Notwithstanding the foregoing, any such
distribution of Tax Deferred Savings Contributions shall be made in the
following manner unless the Member elects otherwise.
(1) MARRIED MEMBERS. The standard form of benefit payment
of Tax Deferred Savings Contributions for any Member who is married on the date
such Contributions are to be distributable to him shall be an immediate 50%
joint and survivor annuity. Such joint and survivor annuity shall be a
commercial annuity which is payable for the life of the Member with a survivor
annuity for the life of the Member's surviving spouse equal to 50% of the
amount of the annuity payable during the joint lives of the Member and such
Member's surviving spouse. The standard joint and survivor annuity shall be
paid automatically as provided hereunder unless the Member elects to receive
his benefit payments in another form during the election period described in
Section 9.02(d); provided, however, that the Member's spouse consents in
writing to such election pursuant to the provisions of Section 9.02(e). Any
such election may be revoked and subsequent elections may be made, or revoked,
at any time during such election period provided that the Member's spouse
consents thereto in writing and such consent acknowledges the effect of such
action and is witnessed by a notary public or plan representative unless a Plan
representative finds that such consent cannot be obtained because the spouse
cannot be located or because of other circumstances set forth in Section
401(a)(11) of the Code and regulations issued thereunder. In the event any
Member receives his Vested Interest in such a single sum form, no other benefit
shall be payable with respect to him under the Plan. If the Member has elected
not to receive the standard joint and survivor annuity as provided herein, such
Member's benefit shall be paid in a single sum.
(2) UNMARRIED MEMBERS. The standard form of benefit payment
of Tax Deferred Savings Contributions for any Member who is not married on the
date such Contributions are distributable to him, shall be a single life
annuity, unless such Member selects to receive his benefit payments in another
form during the election period described in Section 9.02(e).
In the event that a Member dies prior to receiving the entire interest of his
Account attributable to his Tax Deferred Savings Contributions, any such
remaining interest shall be distributed to his Beneficiary in accordance with
the provisions of Section 9.03.
EXECUTED at Houston, Texas this 18th day of January, 1995.
COOPER CAMERON CORPORATION
By: /s/ Michael J. Sebastian
-----------------------------
Title:
XVII-2
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APPENDIX A
SECTION 415 LIMITATIONS
Section 1. APPLICATION. The provisions set in this Appendix A
are intended solely to comply with the requirements of Section 415 of the Code,
as amended by the Tax Reform Act of 1986, and shall be interpreted, applied,
and if and to the extent necessary, deemed modified without further formal
language so as to satisfy solely the minimum requirements of said Section,
subject, however, to the provisions of Section 1106(i)(3) of the Tax Reform Act
of 1986. For such purposes, the limitations of Section 415 of the Code, as
amended by the Tax Reform Act of 1986, are hereby incorporated by reference and
made part hereof as though fully set forth herein, but shall be applied only to
particular Plan benefits in accordance with the provisions of this Appendix A,
to the extent such provisions are not consistent with said Section 415. If
there is any discrepancy between the provisions in this Appendix A and the
provisions of Section 415 of the Code, such discrepancy shall be resolved in
such a way as to give full effect to the provisions of Section 415 of the Code.
Section 2. SECTION 415 DEFINITIONS. The following definition
shall be applicable to this Appendix A in addition to those set forth in
Article I:
2.1 ANNUAL ADDITIONS. The sum of the following amounts
credited to a Member's Account for a Limitation Year:
(a) Employer contributions;
(b) forfeitures;
(c) the amount of the Member's own contributions, if
any, (excluding any rollover contributions);
(d) contributions to an individual medical account
pursuant to the requirements of Section 401(h) of
the Code under the Plan or any other defined
contribution plan or defined benefit plan
maintained by the Employer on behalf of a Member
who is a key employee as defined in Section
416(i)(1) of the Code; and
(e) contributions to a separate account established
under a welfare benefit fund, pursuant to the
requirements of Section 419A of the Code, on
behalf of a Member who is a key employee as
defined in Section 416(i)(1) of the Code.
For purposes hereof, rollover contributions are contributions as defined in
Sections 402(a)(5), 403(a)(4), and 408(d)(3) of the Code.
2.2 ANNUAL BENEFIT. A retirement benefit under the plan
which is payable annually in the form of a straight-life
annuity. Except as provided below, a benefit payable in a form
other than a straight-life annuity must be adjusted to an
actuarially equivalent straight-life annuity before applying the
limitations in this Appendix A. The interest rate assumption
used to determine actuarial equivalence will be the greater of
the interest rate specified in the Plan or five percent. The
annual benefit does not include any benefits attributable to
employee contributions or rollover contributions, or the assets
transferred from a qualified plan that was not maintained by the
Employer. No actuarial adjustment to the benefit is required for
(i) the value of a qualified joint and survivor annuity, (ii)
the value of benefits that are not directly related to
retirement benefits (such as disability benefits, preretirement
death benefits and post-retirement medical benefits), and (iii)
the value of post-retirement cost-of-living increases made in
accordance with Treasury regulations.
2.3 COMPENSATION. Compensation is a Member's wages,
salaries, and other amounts received for personal services
actually rendered in the course of employment with the employer
or a Controlled Entity, excluding, however, (i) contributions
made by the employer or a Controlled Entity to a plan of
deferred compensation to the extent that, before the application
of the limitations of Section 415 to such plan, the
contributions are not includible
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in the gross income of the Member for the taxable year in which
contributed, (ii) contributions made by the Employer or a
Controlled Entity on his behalf to a simplified employee pension
plan described in Section 408(k) of the Code, (iii) any
distributions from a plan of deferred compensation (other than
amounts received pursuant to an unfunded non-qualified plan in
the year such amounts are includible in the gross income of the
Member), (iv) amounts received from the exercise of a
nonqualified stock option or when restricted stock or other
property held by the Member becomes freely transferable or is no
longer subject to substantial risk of forfeiture, (v) amounts
received from the sale, exchange, or other disposition of stock
acquired under a qualified stock option, and (vi) any other
amounts that receive special tax benefits, such as premiums for
group term life insurance (but only to the extent that the
premiums are not includible in the gross income of the Member).
2.4 DEFINED BENEFIT FRACTION. A fraction, the numerator
of which is the projected annual benefit of such Member under
all such plans (determined as of the close of such Limitation
Year) and the denominator of which is the lesser of (i) the
product of 1.25 multiplied by the dollar limitation in effect
under Section 415(b)(1)(A) of the Code for such year or (ii) the
product of 1.4 multiplied by the amount which may be taken into
account under Section 415(b)(1)(B) of the Code with respect to
such Member for such year; provided, however, that (A) if a
Member was a participant prior to January 1, 1983, and on
December 31, 1982, his accrued benefit exceeded the maximum
defined benefit dollar limitation, on January 1, 1983, or (B) if
a Member was a participant prior to January 1, 1987, and his
accrued benefit on December 31, 1986 exceeded the maximum
defined benefit dollar limitation on January 1, 1987, then such
limitation with respect to such Member shall be equal to the
greater of his accrued benefits as of December 31, 1982 or
December 31, 1986, as the case may be.
2.5 DEFINED CONTRIBUTION FRACTION. A fraction, the
numerator of which is the sum of the aggregate Annual Additions
to the Member's Account under all defined contribution plans
(whether or not terminated) maintained by the Employer for the
current and all prior Limitation Years (including the Annual
Additions attributable to the Member's non-deductible employee
contributions to all defined benefit plans, whether or not
terminated, maintained by the Employer), and the denominator of
which is the sum of the lesser of the following amounts for the
current and all prior Limitation Years of service with the
Employer: (i) the product of 1.25 multiplied by the dollar
limitation in effect under Section 415(c)(1)(A) of the Code for
such year, determined without regard to Section 415(c)(6) of the
Code, or (ii) the product of 1.4 multiplied by the amount which
may be taken into account under Section 415(c)(1)(B) of the Code
with respect to such Participant for such year; provided,
however, that the denominator may be determined under any
transitional rules for years ending prior to January 1, 1983,
prescribed by the Code (including the special transitional rule
set forth in Sections 415(e)(6) of the Code, if the Plan's
Administrative Committee so elects.
2.6 EMPLOYER. Cooper Cameron Corporation and all members
of a controlled group of corporations (as defined in Section
414(b) of the Code, as modified by Section 415(h) of the Code),
commonly controlled trades or businesses (as defined in Section
414(c) of the Code, as modified by Section 415(h) of the Code),
or affiliated service groups (as defined in Section 414(m) of
the Code) of which Cooper Cameron Corporation is a part.
2.7 EXCESS AMOUNT. The excess of the Member's Annual
Additions for the Limitation Year over the defined contribution
maximum permissible amount.
2.8 HIGHEST AVERAGE COMPENSATION. The average
Compensation for the three consecutive years of service with the
Employer that produces the highest average. A year of service
with the Employer shall be any 12-consecutive month period of
service.
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<PAGE> 41
2.9 LIMITATION YEAR. The 12-consecutive month period
corresponding with the calendar year. If the Limitation Year is
amended to a different 12-consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year
in which the amendment is made.
2.10 DEFINED CONTRIBUTION MAXIMUM PERMISSIBLE AMOUNT. The
lesser of $30,000 (or beginning January 1, 1988, such larger
amount determined under applicable provisions of the Code), or
25 percent of the Member's Compensation for the Limitation Year.
If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different 12-month consecutive
period, the defined contribution maximum permissible amount will
not exceed $30,000 multiplied by a fraction, the numerator of
which is the number of months in the short Limitation Year, and
the denominator of which is 12.
2.11 DEFINED BENEFIT MAXIMUM PERMISSIBLE AMOUNT. The
maximum aggregate annual retirement benefit which may be paid to
a Member under a defined benefit plan maintained by the Employer
may not at any time within a Limitation Year exceed the lesser
of:
(a) $90,000; provided, however that such amount
shall be adjusted automatically to reflect increases in
the cost-of-living in accordance with Treasury
regulations beginning with the 1988 Plan Year; or
(b) 100% of the Member's average annual
Compensation for his highest three consecutive Years of
Service, multiplied by:
(c) if paragraph (a) is utilized, the percentage
determined by dividing the number of years of plan
participation he will have as of the end of the
Limitation Year by 10, if the Member has less than ten
years of plan participation at such time; or
(d) if paragraph (b) is utilized, the percentage
determined by dividing the number of years of employment
with the Employer he will have as of the end of the
Limitation Year by 10, if the Member has less than ten
years of such employment at such time.
Notwithstanding the foregoing, if the Member's annual
retirement benefit in a Limitation Year or any prior Limitation
Year does not exceed $10,000, as adjusted by the percentage
shown in paragraph (c) above of Section 2.11, if applicable, he
may receive the full amount of such benefit without regard to
the other limitations specified in this Section 2.11, provided
the Member did not participate at any time in any defined
contribution plan maintained by the Employer.
2.12 PROJECTED ANNUAL BENEFIT. The annual benefit as
defined in Section 2.2 to which the Member would be entitled
under the terms of the Plan assuming:
(a) the Member continued employment until the
social security retirement age, as defined in Section
415(b)(8) of the Code (or current age, if later); and
(b) the Member's Compensation for the current
Limitation Year and all relevant factors used to
determine benefits under the Plan will remain constant
for all future Limitation Years.
Section 3. LIMITATIONS ON ALLOCATIONS. For each Limitation Year,
the provisions hereinafter set forth shall apply.
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<PAGE> 42
3.1.1 If the Member does not participate in, and has
never participated in another qualified plan maintained by the
Employer, the amount of Annual Additions which may be credited
to the Member's Account for any Limitation Year shall not exceed
the lesser of the defined contribution maximum permissible
amount or any other limitation contained in the plan. If the
Employer contributions that would otherwise be contributed or
allocated to the Member's Account would cause the Annual
Additions for the Limitation Year to exceed the defined
contribution maximum permissible amount, the amount contributed
or allocated shall be reduced so that the Annual Additions for
the Limitation Year will equal the defined contribution maximum
permissible amount.
3.1.2 Prior to determining the Member's actual
Compensation for the Limitation Year, the Employer may determine
the defined contribution maximum permissible amount for a Member
on the basis of a reasonable estimation of the Member's
Compensation for the Limitation Year, uniformly determined for
all Members similarly situated. As soon as is administratively
feasible after the end of the Limitation Year, the defined
contribution maximum permissible amount for the Limitation Year
shall be determined on the basis of the Member's actual
Compensation for the Limitation Year.
3.1.3 If there is an excess amount, the excess shall be
disposed of as follows:
(a) Any non-deductible voluntary employee
contributions, to the extent they would reduce the excess
amount, shall be returned to the Member;
(b) If after the application of paragraph (a), an
excess amount still exists, and the Member is covered by
the Plan at the end of the Limitation Year, the excess
amount in the Member's Account shall be used to reduce
Employer contributions (including any allocations of
forfeitures) for such Member in the next Limitation Year,
and each succeeding year, if necessary;
(c) If after the application of paragraph (a), an
excess amount still exists, and the Member is not covered
by the Plan at the end of the Limitation Year, the excess
amount shall be held unallocated in a suspense account.
The suspense account shall be applied to reduce future
Employer contributions (including allocation of any
forfeitures) for all remaining Members in the next
Limitation Year, and each succeeding Limitation Year, if
necessary.
(d) If a suspense account is in existence at any
time during the Limitation Year pursuant to this Section
3, it will not participate in the allocation of the
investment gains and losses on the Plan's assets.
(e) In applying the provisions in the preceding
paragraphs of this Section 3.1.3, whenever it is
necessary to reduce contributions to eliminate an excess
amount, such reduction shall be made (i) first, from the
contributions as provided in (a) above, (ii) second, from
any non-deductible employee contributions other than
those in (i) and any matching Employer contribution
associated therewith, to the extent they would reduce the
excess amount, (iii) third, from any Employer
contributions other than those described in the following
(iv), (v) and (vi), (iv) fourth, from any Employer
contributions to an employee stock ownership plan
maintained by the Employer, (v) fifth, from any Employer
contributions which are matching contributions for
contributions described in the following (vi), and (vi)
sixth, from any Employer contributions which are
pay-deferral contributions elected by the Member under a
cash or deferred plan described in Section 401(k) of the
Code.
3.2.1 This Section 3.2.1 applies if, in addition to the
Plan, the Member is covered under another defined contribution
plan maintained by the Employer during any Limitation
A-4
<PAGE> 43
Year. The Annual Additions which may be credited to a Member's
Account under the Plan for any such Limitation Year shall not
exceed the defined contribution maximum permissible amount
reduced by the Annual Additions credited to a Member's Account
under the other plans for the same Limitation Year. If the
Annual Additions with respect to the Member under other defined
contribution plans maintained by the Employer are less than the
defined contribution maximum permissible amount, and the
Employer contribution that would otherwise be contributed or
allocated to the Member's Account under the Plan would cause the
Annual Additions for the Limitation Year to exceed this
limitation, the amount contributed or allocated shall be reduced
so that the Annual Additions under all such plans for the
Limitation Year shall equal the defined contribution maximum
permissible amount. If the Annual Additions with respect to the
Member under such other defined contribution plans in the
aggregate are equal to or greater than the defined contribution
maximum permissible amount, no amount shall be contributed or
allocated to the Member's Account under the Plan for the
Limitation Year.
3.2.2 Prior to determining the Member's actual
Compensation for the Limitation Year, the Employer may determine
the defined contribution maximum permissible amount for a Member
in the manner described in Section 3.1.2. As soon as is
administratively feasible after the end of the Limitation Year,
the defined contribution maximum permissible amount for the
Limitation Year shall be determined on the basis of the Member's
actual Compensation for the Limitation Year.
3.2.3 If, pursuant to Section 3.2.2, a Member's Annual
Additions under the Plan and such other plans will result in an
excess amount for a Limitation Year, the excess amount shall be
deemed to consist of the Annual Additions last allocated.
3.2.4 If an excess amount was allocated to a Member on an
allocation date of the Plan which coincides with an allocation
date of another plan, the excess amount attributable to the plan
shall be the product of:
(a) The total excess amount allocated as of such
date, times
(b) The ratio of (i) the Annual Additions
allocated to the Member for the Limitation Year as of
such date under the Plan to (ii) the total Annual
Additions allocated to the Member for the Limitation Year
as of such date under this and all other qualified
defined contribution plans.
3.2.5 Any excess amount attributable to the Plan shall be
disposed of in the manner described in Section 3.1.3.
3.3 If the Employer maintains or at any time maintained
one or more qualified defined benefit plans covering any Member
in the Plan, the sum of the Member's defined benefit plan
fraction and defined contribution fraction shall not exceed 1.0
in any Limitation Year. The Annual Additions which may be
credited to the Member's Account under the Plan for any
Limitation Year shall be limited in accordance with Section 4.
Section 4. MULTIPLE PLANS; OVERALL LIMITATIONS. For any Member
who is covered by the Plan and who is also covered, or has ever been covered,
by another qualified plan maintained by the Employer, the following provisions
of this Section 4 shall apply in addition to the otherwise applicable
provisions in Section 3:
4.1 For purposes of the benefit limitations in this
Appendix A, all defined benefit plans maintained by the
Employer, whether or not terminated, shall be treated as one
defined benefit plan, and all defined contribution plans
maintained by the Employer, whether or not terminated, are to be
treated as one defined contribution plan.
A-5
<PAGE> 44
4.2 If a Member is covered by more than one defined
contribution plan maintained by the Employer, the contribution
allocation provisions under Sections 3.2 and 3.1.3 shall be
applied, where applicable, so as to satisfy the contribution
allocation limitations stated therein. In any case where it is
necessary to reduce an excess amount for a Limitation Year,
reduction shall be made as among the defined contribution plans
in the manner as provided in such Sections 3.2 and 3.1.3.
4.3 In any case where it is necessary to limit a benefit
or allocation as provided in Section 3.3, such limitations shall
be satisfied by reducing the rate of benefit accruals under the
defined benefit plan or plans to the extent necessary to satisfy
the applicable limitation.
A-6
<PAGE> 1
EXHIBIT 5.1
June 26, 1998
Cooper Cameron Corporation
515 Post Oak Boulevard, Suite 1200
Houston, Texas 77027
Gentlemen:
I am the General Counsel for Cooper Cameron Corporation, a Delaware
corporation (the "Company"), and have acted in such capacity in connection with
the registration under the Securities Act of 1933, as amended, of 32,000
shares (the "Shares") of the Company's common stock, $.01 par value (the
"Common Stock"), to be offered upon the terms and subject to the conditions set
forth in the Company's Registration Statements on Form S-8 (the "Registration
Statements") to be filed with the Securities and Exchange Commission relating
to the following plans:
Individual Account Retirement Plan for Bargaining Unit Employees at
the Cooper Cameron Corporation Buffalo, New York Plant
Individual Account Retirement Plan for Bargaining Unit Employees at
the Cooper Cameron Corporation Grove City Facility
Individual Account Retirement Plan for Bargaining Unit Employees at
the Cooper Cameron Corporation Missouri City, Texas Facility
Individual Account Retirement Plan for Hourly-Paid Employees at the
Cooper Cameron Corporation Mount Vernon Plant
Individual Account Retirement Plan for Cooper Cameron Corporation
Hourly Employees, IAM, at the Superior Plant
Individual Account Retirement Plan for Cooper Cameron Corporation
Hourly Employees, UAW, at the Superior Plant.
In connection therewith, I have examined originals or copies certified
or otherwise identified to my satisfaction of the Amended and Restated
Certificate of Incorporation of the Company, the First Amended and Restated
By-laws of the Company, the corporate proceedings with respect to the offering
of the Shares and such other documents and instruments as I have deemed
necessary or appropriate for the expression of the opinions contained herein.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals
of those records, certificates and other instruments submitted to me as copies
and the correctness of all statements of fact contained in all records,
certificates and other instruments that I have examined.
Based upon the foregoing, and having a regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
(i) The Company has been duly incorporated and is validly
existing in good standing under the laws of the State of Delaware.
<PAGE> 2
Cooper Cameron Corporation
June 26, 1998
Page 2
(ii) The Shares proposed to be sold by the Company have been
duly and validly authorized for issuance and, when issued in
accordance with the terms of the Registration Statements, and subject
to compliance with any applicable Blue Sky laws, will be validly
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statements.
Very truly yours,
/s/ Franklin Myers
--------------------------------------
Franklin Myers
Senior Vice President, General Counsel
and Secretary
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Individual Account
Retirement Plan for Bargaining Unit Employees at the Cooper Cameron Corporation
Grove City Facility and to the incorporation by reference therein of our of our
report dated January 29, 1998, with respect to the consolidated financial
statements of Cooper Cameron Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
June 26, 1998
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R.
HIX and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary
or advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and
indeterminate amount of interest to be offered or sold pursuant to the
Individual Account Retirement Plans; including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer and/or
director of the Company to one or more Registration Statements on Form S-8, as
the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit
to, or in connection with said Registration Statements or amendments; and (ii)
to register or qualify the Stock for sale and to register or license the
Company as a broker or dealer in the Stock under the securities or Blue Sky
laws of all such states as may be necessary or appropriate to permit the
offering and sale as contemplated by said Registration Statements, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer and/or director of the Company to any application,
statement, petition, prospectus, notice or other instrument or document, or to
any amendment thereto, or to any exhibit filed as part thereof or in connection
therewith, which is required to be signed by the undersigned and to be filed
with the public authority or authorities administering said securities or Blue
Sky laws for the purpose of so registering or qualifying the Stock or
registering or licensing the Company; and the undersigned does hereby ratify
and confirm as his own act and deed all that said attorneys and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 26th day of June, 1998.
/s/ C. BAKER CUNNINGHAM
----------------------------
C. Baker Cunningham
<PAGE> 2
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R.
HIX and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary
or advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and
indeterminate amount of interest to be offered or sold pursuant to the
Individual Account Retirement Plans; including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer and/or
director of the Company to one or more Registration Statements on Form S-8, as
the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit
to, or in connection with said Registration Statements or amendments; and (ii)
to register or qualify the Stock for sale and to register or license the
Company as a broker or dealer in the Stock under the securities or Blue Sky
laws of all such states as may be necessary or appropriate to permit the
offering and sale as contemplated by said Registration Statements, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer and/or director of the Company to any application,
statement, petition, prospectus, notice or other instrument or document, or to
any amendment thereto, or to any exhibit filed as part thereof or in connection
therewith, which is required to be signed by the undersigned and to be filed
with the public authority or authorities administering said securities or Blue
Sky laws for the purpose of so registering or qualifying the Stock or
registering or licensing the Company; and the undersigned does hereby ratify
and confirm as his own act and deed all that said attorneys and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 26th day of June, 1998.
/s/ GRANT A. DOVE
-------------------------
Grant A. Dove
<PAGE> 3
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R.
HIX and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary
or advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and
indeterminate amount of interest to be offered or sold pursuant to the
Individual Account Retirement Plans; including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer and/or
director of the Company to one or more Registration Statements on Form S-8, as
the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit
to, or in connection with said Registration Statements or amendments; and (ii)
to register or qualify the Stock for sale and to register or license the
Company as a broker or dealer in the Stock under the securities or Blue Sky
laws of all such states as may be necessary or appropriate to permit the
offering and sale as contemplated by said Registration Statements, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer and/or director of the Company to any application,
statement, petition, prospectus, notice or other instrument or document, or to
any amendment thereto, or to any exhibit filed as part thereof or in connection
therewith, which is required to be signed by the undersigned and to be filed
with the public authority or authorities administering said securities or Blue
Sky laws for the purpose of so registering or qualifying the Stock or
registering or licensing the Company; and the undersigned does hereby ratify
and confirm as his own act and deed all that said attorneys and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 26th day of June, 1998.
/s/ MICHAEL E. PATRICK
-----------------------------------
Michael E. Patrick
<PAGE> 4
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R.
HIX and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary
or advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and
indeterminate amount of interest to be offered or sold pursuant to the
Individual Account Retirement Plans; including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer and/or
director of the Company to one or more Registration Statements on Form S-8, as
the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit
to, or in connection with said Registration Statements or amendments; and (ii)
to register or qualify the Stock for sale and to register or license the
Company as a broker or dealer in the Stock under the securities or Blue Sky
laws of all such states as may be necessary or appropriate to permit the
offering and sale as contemplated by said Registration Statements, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer and/or director of the Company to any application,
statement, petition, prospectus, notice or other instrument or document, or to
any amendment thereto, or to any exhibit filed as part thereof or in connection
therewith, which is required to be signed by the undersigned and to be filed
with the public authority or authorities administering said securities or Blue
Sky laws for the purpose of so registering or qualifying the Stock or
registering or licensing the Company; and the undersigned does hereby ratify
and confirm as his own act and deed all that said attorneys and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 26th day of June, 1998.
/s/ DAVID ROSS
-----------------------------
David Ross
<PAGE> 5
EXHIBIT 24.1
POWER OF ATTORNEY
COOPER CAMERON CORPORATION
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer
and/or director of Cooper Cameron Corporation (hereinafter referred to as the
"Company"), does hereby constitute and appoint SHELDON R. ERIKSON, THOMAS R.
HIX and FRANKLIN MYERS, respectively, and each of them, with full power and
substitution, his true and lawful attorneys and agents (each with authority to
act alone), to do any and all acts and things and to execute any and all
instruments which said attorneys and agents or any of them may deem necessary
or advisable: (i) to enable the Company to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the Securities
and Exchange Commission in respect thereof, in connection with the registration
under the said Securities Act of Common Stock of the Company, par value $0.01
per share (the "Stock"), issued or to be issued by the Company and
indeterminate amount of interest to be offered or sold pursuant to the
Individual Account Retirement Plans; including specifically, but without
limiting the generality of the foregoing, the power and authority to sign for
and on behalf of the undersigned the name of the undersigned as officer and/or
director of the Company to one or more Registration Statements on Form S-8, as
the case may be, or to any amendments thereto (including any post-effective
amendments) filed with the Securities and Exchange Commission with respect to
the Stock, and to any instrument or document filed as part of, as an exhibit
to, or in connection with said Registration Statements or amendments; and (ii)
to register or qualify the Stock for sale and to register or license the
Company as a broker or dealer in the Stock under the securities or Blue Sky
laws of all such states as may be necessary or appropriate to permit the
offering and sale as contemplated by said Registration Statements, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign for and on behalf of the undersigned the name of the
undersigned as officer and/or director of the Company to any application,
statement, petition, prospectus, notice or other instrument or document, or to
any amendment thereto, or to any exhibit filed as part thereof or in connection
therewith, which is required to be signed by the undersigned and to be filed
with the public authority or authorities administering said securities or Blue
Sky laws for the purpose of so registering or qualifying the Stock or
registering or licensing the Company; and the undersigned does hereby ratify
and confirm as his own act and deed all that said attorneys and agents, and
each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents,
this 26th day of June, 1998.
/s/ MICHAEL SEBASTIAN
--------------------------------
Michael Sebastian
<PAGE> 1
EXHIBIT 24.2
[Cooper Cameron Corporation Letterhead]
I, the undersigned, FRANKLIN MYERS, Secretary of COOPER
CAMERON CORPORATION, a Delaware company (hereinafter called the "Company"), do
hereby certify that pursuant to a unanimous Written Consent of the Board of
Directors of the Company, dated June 26, 1998, the following resolutions were
duly adopted:
RESOLVED, that the appropriate officers of the Company be, and
each hereby is, authorized and empowered for, in the name and on
behalf of the Company to prepare or cause to be prepared for filing
and to file with the Securities and Exchange Commission (the "SEC") a
registration statement with respect to the shares provided for under
the following plans as prescribed by the SEC,
Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Buffalo, New York
Plant
Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Grove City
Facility
Individual Account Retirement Plan for Bargaining Unit
Employees at the Cooper Cameron Corporation Missouri City,
Texas Facility
Individual Account Retirement Plan for Hourly-Paid Employees
at the Cooper Cameron Corporation Mount Vernon Plant
Individual Account Retirement Plan for Cooper Cameron
Corporation Hourly Employees, IAM, at the Superior Plant
Individual Account Retirement Plan for Cooper Cameron
Corporation Hourly Employees, UAW, at the Superior Plant,
together with all such information and data in connection therewith,
and exhibits, amendments and supplements thereto as may be recommended
by counsel for the Company or required by the SEC, and to do any and
all acts and things such
<PAGE> 2
officer shall deem necessary or appropriate in order that the
Registration Statements may continue in effect in compliance with the
Securities Act of 1933 and the rules and regulations promulgated
thereunder; and
FURTHER RESOLVED, that each director and officer of the Company who
may be required to execute said Registration Statements or any
amendments thereto be, and each hereby is, authorized and empowered to
execute a power of attorney appointing Sheldon R. Erikson, Thomas R.
Hix and Franklin Myers, and each of them severally, his or her true
and lawful attorneys or attorney with power to act with or without the
other and with full power of substitution, or resubstitution, to
execute in his or her name, place and stead, in his or her capacity as
a director or officer, or both, of the Company, said Registration
Statements and any and all amendments thereto and any and all
instruments and documents necessary or incidental in connection
therewith, and to file the same with the SEC; that each of said
attorneys shall have full power and authority to do and perform in the
name and on behalf of said directors or officers, as the case may be,
every act whatsoever necessary of desirable to be done in the premises
as fully to all intents and purposes as each of said directors and
officers might or could do in person; and
FURTHER RESOLVED, that it is desirable and in the best
interest of the Company that the Common Stock to be offered under the
above named Individual Account Retirement Plans be qualified or
registered for sale in various states; that the Chief Executive
Officer, the President, any Vice President, the Treasurer and the
Secretary or any Assistant Secretary be, and each of them hereby is,
authorized to determined the states in which appropriate action shall
be taken to qualify or register for sale all or such part of the
securities that may be offered under the Individual Account Retirement
Plans as said officers may deem advisable in order to comply with
applicable laws of such states, and in connection therewith to execute
and file all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents
and appointments of attorneys for service of process; and the
execution by such officers of any such instrument or document or the
doing by them of any act in connection with the foregoing matters
shall conclusively establish their authority therefor from the Company
of the instruments and documents so executed and the action so taken;
and
<PAGE> 3
FURTHER RESOLVED, that the appropriate officers of the Company
be, and each hereby is, authorized and empowered to prepare and file
or to cause to be prepared and to be filed applications for the
listing on The New York Stock Exchange of the Common Stock to be
issued pursuant to the Individual Account Retirement Plans; and
Sheldon R. Erikson, Thomas R. Hix and Franklin Myers are hereby
designated as the representatives of the Company to appear before the
officials of such exchange and to modify or change the applications,
if necessary, and to take such other steps as may be necessary to
effect the listing of said securities on The New York Stock Exchange;
and
FURTHER RESOLVED, that the appropriate officers of the Company
be, and each hereby is, authorized and empowered, for and on behalf
of the Company, to take or cause to be taken all such other and
further actions, and to execute, acknowledge and deliver any and all
such instruments as they may deem necessary or advisable to carry out
the purposes and intent of the foregoing resolutions.
I further certify that the foregoing resolutions have not been
modified, revoked or rescinded and are in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of COOPER CAMERON CORPORATION, this 26th day of June, 1998.
/s/ Franklin Myers
------------------------------
Franklin Myers
Secretary
(CORPORATE SEAL)
