<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 COOPER
CAMERON CORPORATION HOURLY EMPLOYEES, IAM,
AT THE SUPERIOR PLANT
(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)
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================
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 3,000(4) $52.375 $157,125 $47.00
$.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 Cooper Cameron Corporation Hourly
Employees, IAM, at the Superior Plant.
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.
<PAGE> 3
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 Cooper Cameron Corporation Hourly
Employees, IAM, at the Superior Plant (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)
By: /s/ Franklin Myers
-----------------------------------
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 26, 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>
<S> <C>
/s/ Michael E. Patrick* Director
- --------------------------------------
Michael E. Patrick
/s/ David Ross* Director
- --------------------------------------
David Ross
/s/ Michael J. Sebastian* Director
- --------------------------------------
Michael Sebastian
*By: /s/ Franklin Myers
----------------------------------
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 COOPER CAMERON
CORPORATION HOURLY EMPLOYEES, IAM,
AT THE SUPERIOR PLANT
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>
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 Cooper Cameron Corporation Hourly Employees, IAM, at the Superior
Plant (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
COOPER CAMERON CORPORATION HOURLY EMPLOYEES, IAM,
AT THE SUPERIOR PLANT
(JANUARY 1, 1995 RESTATEMENT)
----------------------------------------------------
<PAGE> 2
INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
COOPER CAMERON CORPORATION HOURLY EMPLOYEES, IAM,
AT THE SUPERIOR PLANT
(JANUARY 1, 1995 RESTATEMENT)
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
ARTICLE I: DEFINITIONS AND CONSTRUCTION
1.01 Definitions ............................................... I-1
1.02 Number and Gender ......................................... I-4
1.03 Headings .................................................. I-4
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-2
3.04 Reinstatement Contributions ............................... III-2
3.05 Return of Company Contributions ........................... III-3
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> <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-7
9.05 Commercial Annuities ..................................... IX-8
9.06 Actuarial Equivalency .................................... IX-8
9.07 Eligible Rollover Distributions .......................... IX-8
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-1
10.05 Qualified Domestic Relation Order ........................ X-2
10.06 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
ARTICLE XV: VESTING SERVICE; HOUR OF SERVICE
15.01 Vesting Service .......................................... XV-1
15.02 Hour of Service .......................................... XV-1
</TABLE>
(ii)
<PAGE> 4
<TABLE>
<S> <C> <C>
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-1
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
COOPER CAMERON CORPORATION INDIVIDUAL ACCOUNT RETIREMENT PLAN
FOR
HOURLY EMPLOYEES, IAM,
AT THE SUPERIOR PLANT
(JANUARY 1, 1995 RESTATEMENT)
PREAMBLE
WHEREAS, Cooper Industries, Inc. established the Individual Account
Retirement Plan for Hourly Employees, IAM, at the Superior Plant (the "Plan"),
effective as of September 3, 1984, for the benefit of hourly employees
represented by Lodge 155, District 82 of the International Association of
Machinists and Aerospace Workers, AFL-CIO, at its Springfield, Ohio facility
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, 1995; and
WHEREAS, Cooper Industries, Inc. 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; NOW, THEREFORE, effective as of January 1,
1995, the Plan is amended, restated, and renamed the Individual Account
Retirement Plan for Cooper Cameron Corporation Hourly Employees, IAM, at the
Superior Plant.
<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,
I-1
<PAGE> 7
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.
(13) EARLY COMMENCEMENT AGE: A former Member's or Member's Early
Commencement Age shall be age 55, and solely for the 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 3, 1984; 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 Company at
its Springfield, Ohio facility and who is represented by Lodge
155, District 82 of the International Association of Machinists
and Aerospace Workers, 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) a 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.
I-2
<PAGE> 8
(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.
(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 Lease 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
I-3
<PAGE> 9
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 Cooper Cameron
Corporation Hourly Employees, IAM, at the Superior Plant, 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.
(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 (i) 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 terminate 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 $.30
</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.
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<PAGE> 12
In addition to the annual Contribution Amount determined above, for each
Allocation Month the Company shall also contribute a supplemental Contribution
Amount equal to the aggregate amount of the weekly supplemental Contribution
Amount during such Allocation Month for each Member who was an Eligible Employee
on January, 1990 and who had not attained age 50 on January, 1990 and who has at
least one Contribution Hour during such week. The weekly supplemental
Contribution Amount for each such Member shall be determined in accordance with
the table set forth below:
<TABLE>
<CAPTION>
Age Attained Weekly
in 1990 Contribution
------------ ------------
<S> <C>
25 or younger $ 2.31
26 2.54
27 3.00
28 3.46
29 3.92
30 4.38
31 4.85
32 5.31
33 5.77
34 6.23
35 6.69
36 7.15
37 7.85
38 8.54
39 9.23
40 10.15
41 11.08
42 12.00
43 12.46
44 13.85
45 15.00
46 16.15
47 17.31
48 18.46
49 20.77
</TABLE>
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
III-2
<PAGE> 13
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.
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-3
<PAGE> 14
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> 15
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> 16
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,
VI-1
<PAGE> 17
(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
(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> 18
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> 19
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
VIII-1
<PAGE> 20
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%.
(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> 21
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):
IX-1
<PAGE> 22
(1) The life of the Member,
(2) The life of the Member and his Beneficiary,
(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, the 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.
IX-2
<PAGE> 23
(h) For purposes of this Section 9.01(d), the words and phrases
hereinafter set forth shall have the following meanings:
(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
IX-3
<PAGE> 24
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.
(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, or (iii) 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 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).
IX-4
<PAGE> 25
(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.
(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
IX-5
<PAGE> 26
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 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.
IX-6
<PAGE> 27
(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 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 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
IX-7
<PAGE> 28
(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 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> 29
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.
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
X-1
<PAGE> 30
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> 31
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> 32
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> 33
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
<PAGE> 34
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 ongoing 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.
XVI-1
<PAGE> 37
SECTION 16.06 TRANSFERRED EMPLOYMENT
In any case where a Member transfers employment, directly or indirectly,
from the Company to a Controlled Entity, such 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> 38
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.
XVII-1
<PAGE> 39
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.
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 Contributions shall be held and
administered in accordance with the procedures applicable to contributions
credited to 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
XVII-2
<PAGE> 40
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 18 day of January, 1995.
-- -------
COOPER CAMERON CORPORATION
By: /s/ Michael J. Sebastian
-------------------------------------
Title:
XVII-3
<PAGE> 41
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 annua 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.
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<PAGE> 42
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 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 t 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 i 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.
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<PAGE> 43
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.
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:
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<PAGE> 44
(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.
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 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.
A-4
<PAGE> 45
(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 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 Additi 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.
A-5
<PAGE> 46
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.
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 Cooper Cameron Corporation Hourly Employees, IAM, at the
Superior Plant and to the incorporation by reference therein 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 J. SEBASTIAN
-----------------------------------
Michael J. 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)
